Catalist Registered Professional Registration Form
Appendix 2C
Change of Sponsor Confirmation
Appendix 2D
Sponsor Independence
Appendix 2E Sponsor’s Annual Return
Appendix 4A
Pre-Admission Notification
Appendix 4B
Initial Public Offering Listing Confirmation
Appendix 4C
Articles of Association
Appendix 4D
Transfer Confirmation by Sponsor
Appendix 4E Applicant’s Listing Agreement
Appendix 4F Steps in the Initial Public Offering / Very Substantial Acquisition/Reverse Takeover Process
Contents Page 2
Appendix 7A
Corporate Disclosure Policy
Appendix 7B Notice of Substantial Shareholders’ and Directors’ Interests and Changes in Interests
Appendix 7C
Appointment of a Relative of a Director, Chief Executive Officer, or Substantial Shareholder of an Issuer to a Managerial Position in the Issuer or any of its Principal Subsidiaries
Appendix 7D
Financial Statements and Dividend Announcement
Appendix 7E Minimum Terms of Sponsorship
Appendix 7F
Summary of Reserves and Resources
Appendix 8A
Disclosure Requirements for Rights Issue or Bought Deals
Appendix 8B
Confirmation for Corporate Actions / Additional Listing
Appendix 8C
Notification for Listing of Securities Arising from Exercise of Company Warrants / Convertible Preference Shares / Convertible Loan Stocks / Bonds / Options Exercised under an Employees’ Share Option Scheme
Appendix 8D
Daily Share Buy Back Notice
Appendix 10A
Reverse Takeover / Very Substantial Acquisition Listing Confirmation
Appendix 14A Existing Issuer’s Undertaking
PRACTICE NOTES Practice Note 2A Eligibility Criteria for Sponsors
Practice Note 2B Guidelines for Preparing a Listing Applicant for Admission or Advising an
Issuer in a Very Substantial Acquisition or Reverse Takeover
Practice Note 2C Guidelines for Continuing Sponsorship
Practice Note 4A
Equity Securities Listing Procedure
Practice Note 4B General Requirements for Lodgement or Submission of Documents
Practice Note 4C
Disclosure Requirements for Mineral, Oil and Gas Companies
Practice Note 7A
Continuing Disclosure
Practice Note 7B
Queries Regarding Unusual Trading Activity
Practice Note 7C
Guide for Operating and Financial Review
Practice Note 7D
Corporate Actions Requiring the Engagement of a Sponsor
Practice Note 8A
Rights Issue Timetable
Practice Note 8B Sub-underwriting Arrangements
Practice Note 10A Shareholder Approval for Major Transactions
Contents Page 3
Practice Note 13A Procedures for Trading Halt and Suspension
Practice Note 14A
Catalist Transition Process And Timetable
Definitions 1
DEFINITIONS AND INTERPRETATION The following terms, unless the context requires otherwise, have the following meanings: Term Meaning "admission" admission of securities to the Official List of the Exchange "annual accounts" the financial statements for the financial year in question, including
the balance sheet, the profit and loss accounts, and the notes to the accounts
“Appeals Committee” the Appeals Committee referred to in Chapter 3 “associate" (a) in relation to any director, chief executive officer, substantial
shareholder or controlling shareholder (being an individual) means:
(i) his immediate family; (ii) the trustees of any trust of which he or his immediate family is
a beneficiary or, in the case of a discretionary trust, is a discretionary object; and
(iii) any company in which he and his immediate family together
(directly or indirectly) have an interest of 30% or more (b) in relation to a substantial shareholder or a controlling
shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more
"associated company" a company in which at least 20% but not more than 50% of its shares
are held by the listed company or group “Authority” the Monetary Authority of Singapore or any other authority named as
such under the Securities and Futures Act "Best Practices Guide" best practices guide issued from time to time by the Exchange under
and pursuant to Rule 108, as from time to time amended, modified or supplemented
"books closure date" the date fixed by an issuer for the purpose of determining entitlements
to dividends or other distributions or rights of holders of its securities "borrowing company" means a company that is or will be under a liability (whether or not
such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debt securities of the company
"CDP" or "Depository" The Central Depository (Pte) Limited
Definitions 2
"capital" share capital including preference shares "class" equity securities or debt securities, the rights of which are identical
(and in addition, for debt securities, which form a single issue or series). For this purpose a temporary difference, such as for the next dividend payment, is ignored
"chief executive officer" the most senior executive officer who is responsible under the
immediate authority of the board of directors for the conduct of the business of the issuer
"circular" a document issued to holders of listed securities in connection with
seeking the holders’ approval, excluding notices of meeting, annual reports and accounts, interim accounts and proxy forms
"Code" the Code of Corporate Governance issued by the Committee on
Corporate Governance on 4 April 2001, as from time to time amended, modified or supplemented
"Companies Act" the Companies Act (Chapter 50) of Singapore and any statutory
modification or re-enactment thereof “company warrants” equity securities carrying rights to subscribe for or purchase shares
from the issuer "conflicts of interest" situations as described in Rule 417 of this Manual "connected persons" in relation to a company means a director, chief executive officer or
substantial shareholder or controlling shareholder of the company or any of its subsidiaries or an associate of any of them
“continuing activities” the activities set out in Rule 226 which are undertaken by a sponsor in
advising an issuer on compliance with the continuing obligations under the Rules
“continuing sponsor” a sponsor who is authorised by the Exchange to conduct continuing
activities "control" the capacity to dominate decision-making, directly or indirectly, in
relation to the financial and operating policies of a company "controlling interest" the interest of the controlling shareholder(s) "controlling shareholder" a person who: (a) holds directly or indirectly 15% or more of the nominal amount of
all voting shares in the company. The Exchange may determine that a person who satisfies this paragraph is not a controlling shareholder; or
(b) in fact exercises control over a company "convertible debt securities" debt securities convertible into or exchangeable for equity securities,
and debt securities with non-detachable options, warrants or similar rights to subscribe for or purchase equity securities attached
"convertible equity securities" units of shares including, but not limited to, options, warrants, or other
transferable rights to subscribe for or purchase shares
(a) to any person concerning compliance with laws or regulatory
requirements (including the listing rules of the Exchange) relating to the raising of funds; or
(b) to a person making an offer to: (i) subscribe for or purchase securities; or (ii) to sell or dispose of securities concerning that offer; or (c) concerning the arrangement, reconstruction or takeover of a
corporation or any of its assets or liabilities; or (d) concerning the takeover of a business trust or any of its assets or
liabilities held by the trustee manager on behalf of the business trust
"debt securities" debentures, units of debentures, and securities (other than equity
securities) classified by the Exchange as debt securities “Disciplinary Committee” the Disciplinary Committee referred to in Chapter 3 "equity securities" shares (including preference shares) and convertible equity securities,
and securities (other than debt securities) classified by the Exchange as equity securities
"executive officers" the management team of a company excluding its directors “existing issuer” an issuer on the SGX Sesdaq market at the date of the introduction of
the Rules "financial year" in relation to any company, means the period in respect of which any
profit and loss accounts of the corporation laid before it in general meeting is made up, whether that period is a year or not
"foreign issuer" an issuer incorporated or otherwise established outside Singapore “Former Sesdaq Rules” the Main Board Listing Rules applicable to Sesdaq companies
immediately before the introduction of the Catalist Rules, as amended from time to time
“full sponsor” a sponsor who is authorised by the Exchange to conduct introducing
activities, whether or not it also conducts continuing activities "group" unless specifically defined elsewhere, the issuer and its subsidiaries,
if any (and the guarantor company, if any) "guarantor company" in relation to a borrowing company, means a company that has
guaranteed or has agreed to guarantee the repayment of any money
Definitions 4
received or to be received by the borrowing company in response to an invitation to the public to subscribe for or purchase debt securities of the borrowing company
"immediate family" in relation to a person, means the person’s spouse, child, adopted
child, step-child, sibling and parent “introducing activities” the activities set out in Rule 225 undertaken by a sponsor in preparing
a listing applicant for admission or advising an issuer in a very substantial acquisition or reverse takeover
"listed" admitted to the Official List of the Exchange and not removed “listing applicant” or “issuer” a company or other legal person or undertaking, some or all of whose
securities are the subject of an application for listing, or have been admitted to listing, on Catalist
“listing confirmation” the listing confirmation set out in Appendix 4B “Listing Manual” the provisions of Sections A and B of this Manual (excluding the Best
Practices Guide, the Code and the Practice Notes) as from time to time amended, modified or supplemented
“Main Board Listing Rules” the SGX-ST listing rules for the SGX Main Board "managerial position" means a position equivalent to, or more senior than, the head of a
department or division (whether organized by function, product or territory)
“market” refers to a market as contemplated under the SFA that is operated by
the Exchange "market day" a day on which the Exchange is open for securities trading "member company" an entity that has been approved as a Clearing Member Company or
a Non-Clearing Member Company of SGX-ST in accordance with the rules of SGX-ST, as in effect from time to time
“mineral, oil and gas company”
a company whose principal activities consist of exploration for or extraction of minerals, oil or gas. This excludes companies that purely provide services or equipment to other companies engaged in such activities.
“OFR Guide” Guide for the operating and financial review issued by the Council on
Corporate Disclosure and Governance
“offer document” the document referred to in Rule 407 offer information statement an offer information statement as defined in Rule 865 (where lodged
with the Exchange), or as defined in the SFA (where lodged with the Authority)
"Official List" the list of issuers maintained by the Exchange in relation to Catalist "Practice Notes" the practice notes issued by the Exchange from time to time under
and pursuant to Rule 108, as may be amended, modified or supplemented from time to time
Definitions 5
“preliminary offer document” an offer document that does not contain the information set out in the Second Schedule, Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005
"principal subsidiary" a subsidiary whose latest audited consolidated pre-tax profits
(excluding the minority interest relating to that subsidiary) as compared with the latest audited consolidated pre-tax profits of the group (excluding the minority interest relating to that subsidiary) accounts for 20% or more of such pre-tax profits of the group. In determining profits, exceptional and extraordinary items are to be excluded
“prominently” in print, no smaller than the main text of the document, and positioned
on the front cover “promoters” (a) controlling shareholders and their associates; and (b) executive directors with an interest in 5% or more of the issued
share capital at the time of listing. "public" persons other than: (a) directors, chief executive officer, substantial shareholders, or
controlling shareholders of the issuer and its subsidiary companies; and
(b) associates of the persons in paragraph (a) “qualified person” a person who has the appropriate experience in the type of activity
undertaken or to be undertaken by a mineral, oil and gas company, meeting the following minimum requirements:
(a) is professionally qualified and a member or licensee in good
standing of a relevant Recognized Professional Association; (b) has at least five years’ relevant professional experience in the
estimation, assessment and evaluation of: (i) the mineral or minerals, oil or gas that is under consideration;
and (ii) the activity which the issuer is undertaking; and (c) has not been found to be in breach of any relevant rule or law and
is not: (i) denied or disqualified from membership of; (ii) subject to any sanction imposed; (iii) the subject of any disciplinary proceedings; or (iv) the subject of any investigation which might lead to
disciplinary action, by any relevant regulatory authority or professional association.
Definitions 6
“Recognised Professional Association”
a self-regulatory organisation of professionals in the mineral, oil or gas industries which is recognised by the Exchange must:
(a) admit members on the basis of academic qualifications and
experience; (b) require compliance with organisation’s professional standards of
competence and ethics established, and (c) have disciplinary powers to suspend or expel a member. “reserve” the following meanings, or their equivalent under the relevant
Standard used: (a) with regard to minerals, the economically mineable part of a
resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. Reserves can be further categorised as:
(i) “Proved Reserve” is the economically mineable part of a
Measured Resource. Assessments and studies carried out demonstrate at the time of reporting that extraction is justified; and
(ii) “Probable Reserve” is the economically mineable part of an
Indicated, and in some circumstances, a Measured Resource. Assessments and studies carried out demonstrate at the time of reporting that extraction can reasonably be justified;
(b) with regard to oil and gas, those quantities of petroleum
anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves can be further categorised as:
(i) “Proved Reserve” is the quantity of petroleum, which by
analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods and government regulations;
(ii) “Probable Reserve” is the additional reserve which analysis
of geoscience and engineering data indicate are less likely to be recovered than a Proved Reserve but more certain to be recovered than a Possible Reserve; and
(iii) “Possible Reserve” is the additional reserve which analysis of
geoscience and engineering data indicate are less likely to be recoverable than a Probable Reserve.
Definitions 7
“resource” the following meanings, or their equivalent under the relevant
Standard used: (a) with regard to minerals, a concentration or occurrence of material
of intrinsic economic interest in or on the earth’s crust in such form, quality and quantity that there are reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a resource are known, estimated or interpreted from specific geological evidence and knowledge. Resources are sub-divided, in order of decreasing geological confidence, into:
(i) “Measured Resource” is that part of a resource for which
tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and grade continuity;
(ii) “Indicated Resource” is that part of a resource for which
tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed; and
(iii) “Inferred Resource” is that part of a resource for which
tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability.
(b) with regard to oil and gas, refers to (i) “Contingent Resources” are those quantities of petroleum
estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable due to one or more contingencies; and
(ii) “Prospective Resources” are those quantities of petroleum
which are estimated, as of a given date, to be potentially recoverable from undiscovered accumulations.
“registration notice” the notice issued by the Exchange upon the registration of an offer
document under section 240(1)(a)(iii) of the SFA by the Exchange
Definitions 8
acting as agent of MAS "relative" (a) a person’s immediate family; and (b) in relation to the persons in paragraph (a), means that person’s
spouse, child, adopted child, step-child, sibling, or parent “Rule” or “the Rules” any or all of the rules in Section B of the Listing Manual, as the case
may be “SFA” the Securities and Futures Act (Chapter 289) of Singapore and any
statutory modification or re-enactment thereof "SGX-ST" or "the Exchange" Singapore Exchange Securities Trading Limited “SGX Main Board” SGX-ST Main Board "SGXNET" the Exchange’s network, a system network used by listed companies
in sending information and announcements to the Exchange or any other system networks prescribed by the Exchange
“SIBA Due Diligence Guidelines”
the “Guidelines on Due Diligence in the Context of an Initial Public Offering in Singapore” issued by the Singapore Investment Banking Association
"scripless system" system under which trading of securities is settled on a book-entry
basis "scrip counters" issuers whose transactions in their securities are settled by physical
delivery of the certificates relating to such securities "securities" debt securities, equity securities and investment funds "securities account" the securities account maintained by a depositor with CDP “sponsor” a full sponsor or continuing sponsor “Standard” the standards of reporting: - (a) under one of the following codes or guidelines: with regards to minerals, (i) National Instrument 43-101 Standards of Disclosure for
Minerals Projects (“NI43-101”), including Companion Policy 43-101, as promulgated by the Canadian Securities Adminstrators
(ii) Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves promulgated by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (“JORC Code”);
(iii) Pan European Reserves and Resources Reporting
Committee Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (“PERC Code”); and
Definitions 9
(iv) Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports promulgated by the VALMIN Committee (“VALMIN Code”);
with regards to oil and gas, (i) Petroleum Resource Management System promulgated by
the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers (“SPE-PRMS”); and
(ii) Code for Technical Assessment and Valuation of Mineral and
Petroleum Assets and Securities for Independent Expert Reports promulgated by the VALMIN Committee (“VALMIN Code”);
(b) as promulgated by one of the following organisations: with regards to minerals, (i) Australasian Joint Ore Reserves Committee (“JORC”); (ii) Pan European Reserves and Resources Reporting
Committee (“PERC”); (iii) Society for Mining, Metallurgy and Exploration (“SME”); and (iv) Canadian Institute of Mining, Metallurgy and Petroleum
(“CIM”); (v) The Canadian Securities Administrators (“CSA”) with regards to oil and gas, (i) Society of Petroleum Engineers (“SPE”); (ii) World Petroleum Council (“WPC”); (iii) the American Association of Petroleum Geologists (“AAPG”);
and (iv) the Society of Petroleum Evaluation Engineers (“SPEE”); or (c) an equivalent standard that is acceptable to the Exchange. "Takeover Code" The Singapore Code on Take-overs and Mergers “treasury shares” shares as defined in the Companies Act or any other statutory
modification thereof. For the purpose of the Rules, treasury shares will be excluded from references to “issued share capital”, and “equity securities”, and for the calculation of market capitalization and public float where referred to in the Rules.
"trustee" (a) a company registered as a trust company under the Trust
Definitions 10
Companies Act; or (b) a company, other than a trust company referred to in paragraph
(a), that is a public company under the Act or under the laws of any other country which has been declared by the Minister to be a trustee for the purposes of the Act
"weighted average price" the total value of transactions in a listed security (for each transaction,
the price multiplied by volume) for that market day divided by the volume transacted for that market day
Interpretations (1) Unless the context requires otherwise, words importing the singular include the plural and vice
versa, and words importing the masculine include the feminine and neuter and vice versa. (2) Where definitions in the Exchange’s listing rules are wider than or the obligations and
requirements imposed by the Exchange’s listing rules are more onerous than the provisions of any ordinance, regulation or other statutory provision from time to time in force in Singapore, issuers shall be required to comply with such broader obligations provided that where any provision of the Exchange’s listing rules is in conflict with the provisions of any such ordinance, regulation or other statutory provision, the provisions of such ordinance, regulation or other statutory provision shall prevail.
(3) Unless the context requires otherwise, terms that are not specifically defined in the listing rules
will have the same meaning as assigned to them under the Companies Act.
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CHAPTER 1 INTRODUCTION
PART I SCOPE OF SECTION B OF LISTING MANUAL 101 The Exchange operates Catalist in accordance with Section B of the Listing Manual,
with a view to promoting a fair, orderly and transparent market. 102 In general: (1) the roles and obligations of sponsors and their registered professionals are set out
in Chapter 2 (Sponsors) and Chapter 3 (Disciplinary and Appeals Procedures); and (2) the obligations of listing applicants, the manner in which their securities are to be
offered and the continuing obligations of the issuers are set out in Chapter 4 (Equity Securities), Chapter 7 (Continuing Obligations), Chapter 8 (Changes in Capital), Chapter 9 (Interested Person Transactions), Chapter 10 (Acquisitions and Realisations), Chapter 11 (Takeovers), Chapter 12 (Circulars and Annual Reports) and Chapter 13 (Trading Halt, Suspension and Delisting).
PART II GENERAL PRINCIPLES 103 The Rules seek to secure and maintain confidence in the market. The underlying
principles of the Rules include the following: (1) a sponsor shall have minimum standards of quality, systems, resources, experience
and expertise to comply with the Rules, which includes assessing the suitability of companies for listing on Catalist and advising issuers on compliance with the Rules;
(2) an issuer shall have minimum standards of quality, operations, management
experience and expertise; (3) investors and their professional advisers shall be given all information that they
would reasonably require to make an informed assessment of the securities for which listing is sought;
(4) an issuer shall disclose information if a reasonable person would expect that
information to have a material effect on the price or value of its listed securities; (5) all holders of listed securities shall be treated fairly and equitably; and (6) directors of an issuer shall act in the interests of shareholders as a whole,
particularly where a director or substantial shareholder has a material interest in a transaction entered into by the issuer.
PART III APPLICATION OF RULES 104 The Rules are interpreted, administered and enforced by the Exchange. (1) An issuer shall ensure that its directors are responsible for the issuer’s compliance
with the Rules. The sponsor is responsible for advising the issuer on the
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interpretation and compliance with the issuer’s obligations in the Rules. The decisions of the Exchange are conclusive and binding on the issuer. The Exchange may at any time vary its decision in any way, or revoke it. It may do so upon the application of the issuer or of its own accord and at its absolute discretion. The variation or revocation will take effect from the date specified by the Exchange.
(2) A sponsor shall ensure that its directors are responsible for the sponsor’s
compliance with the Rules. Unless referred to the Disciplinary Committee or the Appeals Committee, the decisions of the Exchange are conclusive and binding on the sponsor. The Exchange may at any time vary its decision in any way, or revoke it. It may do so upon the application of the sponsor or of its own accord and at its absolute discretion. The variation or revocation will take effect from the date specified by the Exchange. Unless referred to the Appeals Committee, the decisions of the Disciplinary Committee are conclusive and binding. If referred to the Appeals Committee, its decisions are conclusive and binding.
105 The Exchange may impose additional requirements or make any listing subject to
special conditions whenever it considers it appropriate. 106 The Exchange may waive or modify compliance with a Rule (or part of a Rule)
either generally or to suit the circumstances of a particular case, unless the 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 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, it must be announced by the issuer as soon as practicable. Applications for waivers should be submitted through the issuer’s sponsor.
107 Where the Exchange rejects an admission, or other application made pursuant to
Section B of the Listing Manual, it may, if it considers it appropriate, disclose the reasons for its decision but is under no obligation to do so.
108 (1) The Rules may be amended by the Exchange from time to time, subject to such
approval as may be required by applicable law. The Exchange may, from time to time, issue Practice Notes or amend existing Practice Notes to provide guidance on the interpretation and application of any Rule or a more detailed prescription of a Rule. The Exchange may from time to time issue a best practices guide relating to corporate governance matters, and may amend such best practices guide.
(2) The Exchange may, from time to time, publish transitional arrangements in relation
to any amended or new rule. PART IV SPONSORS AND ISSUERS’ DIRECTORS 109 A listing applicant shall appoint a full sponsor in order to be eligible for listing on
Catalist. 110 An issuer shall retain a sponsor at all times and seek advice from its sponsor
regarding compliance with the Rules wherever appropriate, giving due consideration to such advice.
111 An issuer shall ensure that its directors accept responsibility, collectively and
individually, for the issuer’s compliance with the Rules. 112 Directors and proposed directors of an applicant (following admission, the issuer)
are responsible for the accuracy of the information submitted to the Exchange.
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Generally, the Exchange expects information to be submitted through the sponsor. The sponsor shall exercise due care and diligence in respect of all information that is submitted through it. The Exchange must be kept informed of all matters which should be brought to its attention.
PART V FEES AND OTHER CHARGES 113 Listing applicants, applicants, issuers, sponsors and registered professionals must
pay such fees and charges as prescribed by the Exchange from time to time. The Exchange may waive any fee or charges.
114 The fees payable are published by the Exchange from time to time. PART VI LIABILITY OF SGX-ST 115 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.
116 Neither the Exchange nor any servant or agent of the Exchange, nor any member of
the advisory panel, Disciplinary Committee or Appeals Committee is liable to any sponsor applicant or sponsor (including any director, officer, registered professional, employee or agent of the sponsor) for performing its functions under the Rules. This limitation of liability extends to any actions whether in contract or tort or otherwise, and applies even in the purported performance of a function in good faith.
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CHAPTER 2 SPONSORS
PART I SCOPE OF CHAPTER 201 This Chapter sets out the requirements for sponsors and registered professionals. 202 In authorising sponsors and registered professionals, a major consideration is to
maintain the Exchange’s operation of markets with high integrity and standards. 203 The Exchange may authorise a sponsor to act as a full sponsor or a continuing
sponsor. The Exchange may register an individual to act as a registered professional.
PART II AUTHORISATION OF SPONSORS 204 To be eligible for authorisation as a full sponsor, an applicant must meet the
following eligibility criteria, in addition to any legal and regulatory requirements: (1)
be a corporation with a minimum base capital of $500,000 and sufficient professional indemnity insurance to cover its proposed sponsor activities;
(2) have established and operate out of a physical office in Singapore; (3) have substantial shareholders, directors and key officers who are, in the
Exchange’s opinion, fit and proper; (4) be experienced as a lead issue manager; (5) have, in the Exchange’s opinion, a satisfactory reputation and work record in all
places where it has operated; (6) not be in breach of any relevant rule or law in any place where it operates, including
being the subject of any disciplinary proceedings, or any investigation which might lead to disciplinary action by any regulatory authority. The Exchange will normally not accept an applicant if complaints, warning letters, fines, private or public censures or reprimands, or other disciplinary action by any regulatory authority has occurred in the last 2 years;
(7) have sufficient skills and resources to discharge its obligations as a sponsor,
including, upon authorisation, employing at least 3 professionals who meet the criteria in Rule 212 for registered professionals, where:
(a) at least 1 has a minimum of 10 years’ experience in corporate finance
advisory work or related advisory work, and has advised in a managerial or supervisory capacity on at least 5 listings in the 10 years prior to the application; and
(b) at least 2 have a minimum of 5 years’ experience each in corporate finance
advisory work or related advisory work, and 1 of these professionals has advised on at least 3 listings in the 5 years prior to the application; and
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(8)
upon authorisation, be independent of, and have no conflicts of interest with, the entities it sponsors.
205 To be eligible for authorisation as a continuing sponsor, an applicant must meet the
following eligibility criteria in addition to any legal and regulatory requirements: (1)
be a corporation with a minimum base capital of $250,000 and sufficient professional indemnity insurance to cover its proposed sponsor activities;
(2) have established and operate out of a physical office in Singapore; (3) have substantial shareholders, directors and key officers who are, in the
Exchange’s opinion, fit and proper; (4) be experienced in corporate finance advisory work or compliance advisory work; (5) have, in the Exchange’s opinion, a satisfactory reputation and work record in all
places where it has operated; (6)
not be in breach of any relevant rule or law in any place where it operates, including being the subject of any disciplinary proceedings, or any investigation which might lead to disciplinary action by any regulatory authority. The Exchange will take into consideration any previous breaches by the applicant of any relevant rule or law, and past disciplinary action by any regulatory authority. The Exchange will normally not accept an applicant if complaints, warning letters, fines, private or public censures or reprimands, or other disciplinary action by any regulatory authority has occurred in the last 2 years;
(7) have sufficient skills and resources to discharge its obligations as a sponsor,
including upon authorisation, employing at least 2 professionals who meet the criteria in Rule 212 for registered professionals, where:
(a) at least 1 has a minimum of 5 years’ managerial or supervisory experience
in corporate finance advisory work or related advisory work; and (b) at least 1 has a minimum of 5 years’ experience in:-
(i) corporate finance advisory work; or (ii) accounting, auditing or finance work;
(8) once authorised, be independent of, and have no conflicts of interest with, the
entities it sponsors. 206 The Exchange has absolute discretion concerning the authorisation of an applicant.
It may authorise an applicant unconditionally, or subject to conditions, or reject an applicant as it thinks appropriate. The Exchange is not obliged to give reasons. The Exchange reserves the right to vary any condition or impose additional conditions.
207 Without derogating from Rule 206 and regardless of fulfilment of the eligibility
criteria, the Exchange will not authorise an applicant if in the Exchange’s opinion: (1) it is contrary to the interests of the public; or (2) the reputation of the Exchange or the integrity of the market may be adversely
affected. 208 A sponsor must continue to meet the criteria for authorisation and any conditions or
restrictions imposed by the Exchange, at all times.
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209 The Exchange will maintain a register of authorised sponsors. 210 (1) The Exchange may revoke the authorisation of a sponsor if: (a) the sponsor requests; (b) the sponsor is unable to, evinces an intention or has failed to comply with
the Rules; or (c) in the Exchange’s opinion, it is in the interests of the Exchange or markets
established or operated by the Exchange. (2) The Exchange may decide not to act under Rule 210(1) if it has charged, or intends
to charge, a sponsor before the Disciplinary Committee. (3) If the Exchange acts under Rule 210(1), it may disallow the entity from re-applying
as a sponsor for a specified period or indefinitely. 211 A former sponsor is bound by the Rules, including remaining subject to disciplinary
proceedings, in respect of acts or omissions which occurred while it was authorised. PART III REGISTRATION OF REGISTERED PROFESSIONALS 212 To be eligible for registration as a registered professional, an applicant must meet
the following criteria: (1) be employed full time by a sponsor, unless otherwise agreed by the Exchange; (2) have a satisfactory reputation and work record in all places where he has worked; (3) not be in breach of any relevant rule or law in any place where he works, including
being the subject of any disciplinary proceedings, or any investigation which might lead to disciplinary action by any regulatory authority. The Exchange will take into consideration any previous breaches by the applicant of any relevant rule or law, and past disciplinary action by any regulatory authority. The Exchange will normally not accept an applicant if complaints, warning letters, fines, private or public censures or reprimands, or other disciplinary action by any regulatory authority occurred in the last 2 years;
(4) hold a degree or appropriate professional qualifications; and (5)
have relevant experience, which should normally fall within one of the categories in Rule 204(7) or Rule 205(7), unless otherwise agreed by the Exchange.
213 The Exchange has absolute discretion concerning the registration of an applicant. It
may register an applicant unconditionally, or subject to conditions, or reject an applicant as it thinks appropriate. The Exchange is not obliged to give reasons. The Exchange reserves the right to vary any condition or impose additional conditions.
214 Without derogating from Rule 213 and regardless of fulfilment of the eligibility
criteria, the Exchange will not register an applicant if in the Exchange’s opinion: (1) it is contrary to the interests of the public; or (2) the reputation of the Exchange or the integrity of the market may be adversely
affected.
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215 A registered professional must continue to meet the criteria for registration and any
conditions or restrictions imposed by the Exchange, at all times. 216 The Exchange will maintain a register of registered professionals. 217 (1) The Exchange may cancel the registration of a registered professional or require a
sponsor to remove a registered professional from undertaking sponsor activities if: (a) the sponsor or registered professional requests; (b) the registered professional is unable to, evinces an intention or has failed in
carrying out the duties and obligations of the sponsor or to comply with the criteria for registration; or
(c) in the Exchange’s opinion, it is in the interests of the Exchange or markets
established or operated by the Exchange. (2) The Exchange may decide not to act under Rule 217(1) if it has charged, or intends
to charge, a registered professional before the Disciplinary Committee. (3) If the Exchange acts under Rule 217(1), it may disallow the individual from re-
applying as a registered professional for a specified period or indefinitely. 218 A former registered professional is bound by the Rules, including remaining subject
to disciplinary proceedings, in respect of acts or omissions which occurred while he was registered.
219 If a registered professional leaves the employment of a sponsor, he: (1) must notify the Exchange as soon as practicable; and (2) will be de-registered. PART IV APPLICATION PROCESS 220 To apply to be a sponsor or registered professional, an applicant must: (1) submit to the Exchange the completed form in Appendix 2A (for sponsors), or
Appendix 2B (for registered professionals); and (2) pay the required fees. 221 The application will be subject to the following process: (1) The eligibility criteria will be checked for fulfilment. (2) An opinion may be obtained from the advisory panel referred to in Rule 237. (3) The Exchange may visit the office of the applicant. (4) With regard to sponsor applicants - key officers, proposed registered professionals
and employees undertaking sponsor activities, will be screened and may be interviewed.
(5) With regard to registered professional applicants – the applicants will be screened
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and may be interviewed by the Exchange. 222 (1)
The Exchange may require an applicant to provide any additional information or documents it requires for consideration of the application.
(2) The Exchange may make inquiries of other regulatory authorities or third parties in
connection with the application. PART V RIGHTS AND OBLIGATIONS OF SPONSORS AND REGISTERED
PROFESSIONALS 223 A sponsor is authorised to undertake the following activities: (1) full sponsor: introducing activities and continuing activities; (2) continuing sponsor: continuing activities. 224 A sponsor must comply with the following general obligations: (1) Maintain eligibility, including the following: (a) ensure that it continues to fulfil the eligibility criteria in Rules 204 or 205, and
such conditions imposed by the Exchange; (b) notify the Exchange immediately if it ceases to fulfil any of the eligibility
criteria or conditions imposed by the Exchange, or has reason to believe that it will cease to do so; and
(c) keep up to date with the requirements of the Rules and the law, and
professional standards relevant to the fulfilment of its responsibilities, including a sound understanding of the legal and regulatory framework for the Singapore corporate finance market and Catalist in particular.
(2)
Liaise with the Exchange on matters which should be brought to its attention, including the following:
(a) appoint a sufficiently senior registered professional (and an alternate) to
liaise with the Exchange on matters concerning the sponsor’s responsibilities. The sponsor must provide the Exchange with the contact details of such liaison persons and inform the Exchange immediately of any change to the details;
(b) notify the Exchange when it accepts sponsorship of an issuer, in the form
contained in Appendix 2C; (c) notify the Exchange when an issuer refuses to heed its advice on matters
which may involve or lead to a breach of the Rules; (d) notify the Exchange when it forms the opinion that the trading of the issuer’s
securities should be halted or suspended, or that the issuer should be delisted;
(e) provide any information required by the Exchange as soon as practicable,
ensuring reasonably, that such information is correct, complete and not misleading. If subsequently it reasonably believes that the information provided does not meet this standard, notify the Exchange as soon as practicable, and correct the information;
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(f) seek the Exchange’s advice if it is unsure about the application or
interpretation of the Rules or if a situation may adversely affect the reputation of the Exchange or integrity of the market. The Exchange will generally not accept enquiries from a sponsor on an anonymous basis;
(g) notify the Exchange promptly on employing a new registered professional; (h) notify the Exchange if a registered professional leaves its employment. If
possible, the Sponsor must give at least one month’s notice; and (i) notify the Exchange if any change in its board of directors or auditors occurs
or is proposed. (3)
Have adequate systems and resources to discharge its obligations under the Rules, including the following:
(a) sufficient number of registered professionals, including ensuring that any
employee: (i) whose experience falls within any of the categories in Rule 204(7)
or Rule 205(7); and (ii) who undertakes sponsor activities, applies for registration as a registered professional;
(b) adequate systems and processes to ensure that registered professionals
continue to meet the criteria for registration and any conditions or restrictions imposed by the Exchange, at all times;
(c) sufficient and appropriately qualified and experienced corporate finance,
compliance and other employees, having regard to Practice Note 2A paragraph 6;
(d) appropriate internal processes and operating procedures, including those
required for the supervision of employees and the quality of their work; (e) adequate and up-to-date documentation, including its compliance, policy
and procedural manuals, to support its work processes and supervision of employees;
(f) record-keeping that ensures records pertaining to its business are kept for
at least 6 years, including a complete audit trail of key discussions, advice and decision-making processes in relation to listing applicants and issuers and the basis for the advice and decisions; and
(g) controls, procedures and other safeguards to maintain its independence and
avoid conflicts of interest, including complying with the requirements set out in Appendix 2D.
(4)
Act properly at all times in dealings with listing applicants or issuers, including the following:
(a) use due care and skill; (b) maintain regular contact with listing applicants and issuers; (c) seek assistance of other appropriately qualified and suitable professionals
as needed, while retaining overall management and responsibility for the activity;
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(d) be independent of the listing applicant or issuer and avoid conflicts of
interest, including complying with the requirements set out in Appendix 2D; and
(e) only accept sponsorship of listing applicants and issuers that allow the
sponsor to discharge its obligations under the Rules. (5) Be responsible for the acts and omissions of its directors, officers, registered
professionals, employees and agents. (6)
Comply with the Rules and notify the Exchange when it fails to do so, or when it becomes aware that it is likely to fail to do so.
(7) Ensure that communications with the Exchange are kept confidential, except as
required to be disclosed: (a) to the listing applicant or issuer; (b) to the sponsor’s employees, advisers, consultants or agents on a need-to-
know basis; (c) by the Authority; or (d) by any law. 225 (1) A full sponsor, in preparing a listing applicant for admission or advising an issuer in
a very substantial acquisition or reverse takeover, must be satisfied that, having made reasonable due diligence enquiries and having considered all relevant matters, the listing applicant, or in the case of a very substantial acquisition or reverse takeover, the enlarged group, is suitable to be listed. This includes doing each of the following, having regard to the guidance in Practice Notes 2B and 4A:
(a) achieve a thorough understanding of the listing applicant or enlarged group
and its business, including recent major developments relating to it, and gain an understanding of the industry it operates in;
(b) investigate and consider the suitability of each executive officer, director and
the board as a whole in relation to the listing applicant’s or enlarged group’s needs;
(c) conduct the due diligence process for the offer document or shareholders’
circular, including at a minimum, complying with the SIBA Due Diligence Guidelines where applicable or such other satisfactory and no less strict due diligence guidelines or processes;
(d) oversee, and be actively involved in, the preparation of the offer document
or shareholders’ circular and ensure compliance with any rule requirements or legal requirements;
(e) satisfy itself that the listing applicant or enlarged group has sufficient
systems, procedures, controls and resources to comply with the Rules and that its directors understand and intend to fulfil their obligations at all times for as long as the securities of the issuer remain listed on Catalist;
(f) consider and advise on the suitability and competence of other
professionals and consultants involved in the admission, very substantial acquisition or reverse takeover process;
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(g) undertake independent verification directly or by a reputable agent, of the
listing applicant or enlarged group, its management and controlling shareholders, including: (i) key persons’ personal and business backgrounds and integrity, role
in the listing applicant’s or enlarged group’s business, interests in other companies, and any criminal or other records or links to money laundering or organized crime; and
(ii) the listing applicant’s or enlarged group’s history, structure, accounts, business reputation and development, its related companies, its other businesses, and the influence of key persons;
(h) ensure that its declaration regarding the listing applicant or the enlarged
group (Appendix 4B) is submitted to the Exchange. (i) where the listing applicant or enlarged group is a mineral, oil and gas
company, the full sponsor must ensure that it has access to appropriate technical expertise relevant to the business and products of the listing applicant or enlarged group to enable it to properly discharge its obligations as a sponsor. Such expertise can be from a third-party expert or an internal resource of equivalent standards within the full sponsor; and
(j) where the listing applicant or enlarged group is a mineral, oil and gas
company, the full sponsor must: (i) obtain a legal opinion, to be disclosed in the Offer Document of the
listing applicant, on the following matters: (a) compliance by the listing applicant or enlarged group with all
the relevant laws, rules and regulations, including but not limited to, the proper incorporation and good standing of any incorporated subsidiary or interest; and
(b) the title to or validity and enforceability of the rights to any
assets (including licences and agreements), as is appropriate to the listing applicant or enlarged group. Such legal opinion must be from a legal adviser who has the
relevant experience and is authorised to practice and advise in the relevant jurisdiction.
(ii) be satisfied that the qualified person producing the qualified
person’s report required under Rule 441 has the relevant and appropriate qualifications, experience and technical knowledge to professionally and independently appraise the assets and liabilities being reported upon;
(iii) be satisfied that the scope of the qualified person’s report required
under Rule 441 is appropriate with regards to the listing applicant’s or enlarged group’s assets and liabilities; and
(iv) be satisfied that the work performed by the qualified person is in
accordance with the relevant Standard (2) When asked by the Exchange, demonstrate that it has complied with Practice Note
2B or how it has met the objectives in that Practice Note in another way.
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(3) A full sponsor conducting introducing activities for an issuer must act as the continuing sponsor for the issuer for at least 3 years after admission of the issuer or the enlarged group. If the sponsor intends to end the sponsorship within 3 years of the issuer’s listing, it must obtain the Exchange’s approval. The Exchange may, in exceptional circumstances, give such approval.
226 (1) A sponsor taking on sponsorship of an existing issuer must comply with the
following obligations: (a) achieve a thorough understanding of the issuer and its business, including
recent major developments relating to it, and gain an understanding of the industry it operates in, having regard to the guidance in paragraph 2 of Practice Note 2B where applicable;
(b) investigate and consider the suitability of each director and proposed
director of the issuer and consider the efficacy of the board as a whole for the company’s needs, having regard to the guidance in paragraph 3 of Practice Note 2B where applicable; and
(c) satisfy itself that the issuer has sufficient systems, procedures, controls and
resources to comply with the Rules and that its directors understand and intend to fulfil their obligations at all times for as long as the issuer is listed on the Exchange, having regard to the guidance in paragraph 6 of Practice Note 2B.
(2) A sponsor, in undertaking continuing activities for an issuer, must comply with the
following obligations, having regard to the guidance in Practice Note 2C, where applicable:
(a) maintain regular contact with its issuer, including being available to advise
on: (i) all Rule matters; and (ii) corporate governance matters (including board governance matters)
or arrange for an appropriate adviser to do so; (b) review all documents to be released by the issuer to shareholders or to the
market (including announcements, resolutions contained in notices of meetings, circulars and corporate actions) before release, to ensure that the issuer is in compliance with the Rules and makes proper disclosure. The document must display prominently the following on the front cover:
This document has been reviewed by the Company’s sponsor, [full name of sponsor]. It has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.
The contact person for the sponsor is [full name], [contact details].
(c) monitor the trading of the listed securities of its issuer and seek and review
reasons for any unusual fluctuations in the price and volume of the listed securities;
(d) advise its issuer on the suitability of directors arising from proposed
changes in the issuer’s board of directors; (e) advise its issuer on the appointment of a suitable accounting firm to meet
the issuer’s audit obligations; and
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(f) advise its issuer if the trading of the issuer’s securities should be halted or suspended.
(3)
When asked by the Exchange, demonstrate that it has complied with Practice Note 2C or how it has met the objectives in the Practice Note in another way.
(4)
A sponsor undertaking continuing activities for an issuer that is executing a corporate action must be satisfied, having made reasonable due diligence enquiries (including, at a minimum, complying with the SIBA Due Diligence Guidelines where applicable or such other satisfactory and no less strict due diligence guidelines or processes) and having considered all relevant matters, of the following:
(a) the suitability and competence of other professionals and consultants
involved in the corporate action; (b) compliance with any rule requirements or legal requirements; and (c) that any difference in effect of the corporate action on minority shareholders
compared to other shareholders, is clearly disclosed. (5) A sponsor taking on sponsorship of, or undertaking continuing activities for, an
existing issuer which is a mineral, oil and gas company must comply with the following obligations:
(a) ensure that it has access to appropriate technical expertise relevant to the
business and products of the issuer to enable it to properly discharge its obligations as a sponsor. Such expertise can be from a third-party expert or an internal resource of equivalent standards within the sponsor;
(b) maintain access to such technical expertise for as long as it remains as the
sponsor for such issuer; and (c) disclose in the relevant announcement, document or circular, whether it had
relied on such technical expertise in the discharge of its obligations as a sponsor and if so, whether such expertise is from a third-party expert or an internal resource within the sponsor.
227 When making an assessment of whether a sponsor has complied with its
obligations in Rules 224, 225 and 226, the Exchange will take into account any Rules, procedures or guidelines set out in supplementary documentation issued by the Exchange.
228 If a sponsor or an issuer intends to end the sponsorship, the out-going sponsor
must do the following: (1) Notify the Exchange as follows: (a) if the sponsor is ending the sponsorship, it must give no less than 3 months’
notice; or (b) if the issuer is ending the sponsorship, the sponsor must inform the
Exchange as soon as the issuer has indicated its intention to end the sponsorship.
The notification must include the reasons for ending the sponsorship. (2) Continue its sponsorship of the issuer during the notice period, unless a new
sponsor agrees to take over before the expiry of the period.
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(3) Be available to discuss in a constructive and forthcoming manner with a new
sponsor, its experiences with the issuer and the reasons for ending the sponsorship.
(4) Provide any documents or information that the Exchange requires. (5)
Provide to the issuer, in a form suitable for release to the market, confirmation that it is not aware of any non-compliance with the Rules by the issuer that has not been brought to the attention of the new sponsor, or if there is no new sponsor, the Exchange. The issuer must release the confirmation via SGXNET.
229 A registered professional must comply with the following obligations: (1) Maintain eligibility, including the following: (a) ensure that he continues to fulfil the eligibility criteria in Rule 212, and such
conditions imposed by the Exchange; (b) notify the Exchange immediately if he ceases to fulfil any of the eligibility
criteria or conditions imposed by the Exchange, or has reason to believe that he will cease to do so; and
(2) Exercise skill, care and diligence and comply with the applicable Rules when
carrying out the duties and obligations of the sponsor. PART VI REVIEW BY THE EXCHANGE 230 (1) The Exchange will review the performance and procedures of sponsors to
ascertain: (a) the quality of the due diligence and standards applied in assessing the
suitability of companies for listing on Catalist; (b) the quality of continuing activities; and (c) whether the sponsor’s activities are being conducted in accordance with the
Rules. (2) In carrying out the review, the Exchange may: (a) appoint any person(s) to assist in the review and delegate any of its powers
to such person(s); or (b) require a sponsor to appoint, at its cost, a special auditor to review or
investigate the sponsor’s affairs, and report its findings to the Exchange, the sponsor or such other party as the Exchange may direct. The Exchange must agree with the special auditor appointed and the scope of the audit.
(3) The review may take one or more of the following forms: (a) review of documents submitted by the sponsor; (b) interviews with the sponsor’s directors, officers, registered professionals,
employees, agents or other relevant third parties; (c) audit of the sponsor’s documents, records and procedures;
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(d) inspection; and (e) investigation. 231 The following applies to a review by the Exchange, its appointed persons and the
special auditor. (1) The sponsor must provide reasonable assistance, including: (a) allowing access to all information, books and records which, in the
Exchange’s opinion, may be relevant to the review; (b) allowing access to its premises; (c) requiring its directors, officers, registered professionals, employees and
agents to provide reasonable assistance; (d) attendance at the Exchange or at such other venue the Exchange requires; (e) ensuring that neither the sponsor nor any director, officer, registered
professional, employee or agent wilfully makes or furnishes, or permits the making or furnishing, of any false or misleading information, statement or report to the Exchange; and
(f) immediately correcting any information, statement or report to the Exchange
when it becomes aware that such information, statement or report is false or misleading.
(2) The Exchange may give a copy of its review report to the sponsor, but is not obliged
to do so. (3) The Exchange may charge a fee for the review, which must be paid immediately by
the sponsor. 232 The Exchange may require a sponsor to submit any records, documents or
communication to establish whether the sponsor continues to be eligible. 233 A sponsor must lodge an annual return with the Exchange in the form of Appendix
2E. It must do so within 90 calendar days after its financial year-end. 234 (1) The Exchange may take one or more of the actions in Rule 234(2) if: (a) in the Exchange’s opinion, a sponsor or registered professional is unable to
or evinces an intention or has failed to comply with the Rules; (b) a sponsor or registered professional is in, or may get into, financial difficulty
or a sponsor has insufficient capital; (c) a sponsor or registered professional is in breach of any relevant rule or law
in any place where it or he operates, including being the subject of any disciplinary proceedings, or any investigation which might lead to disciplinary action by any regulatory authority; or
(d) it is otherwise in the interests of the Exchange or markets established or
operated by the Exchange.
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(2)
Subject to Rule 234(1), the Exchange may take one or more of the following actions against a sponsor or registered professional:
(a) reprimand the sponsor or registered professional privately or publicly; (b) require an education program to be undertaken; (c) require rectification measures to be taken by the sponsor or registered
professional; (d) require the sponsor to operate its business, or a registered professional to
undertake sponsor activities, subject to such restrictions or conditions as the Exchange decides; or
(e) suspend the sponsor or registered professional from specified or all
activities as a sponsor or registered professional, for a period that the Exchange decides. The suspension may be announced to the market.
(3) A suspension or restriction imposed pursuant to Rule 234(1)(c) ends if the sponsor
or registered professional is acquitted or if the regulatory authority decides not to proceed with charges against the sponsor or registered professional.
(4) Nothing in this Rule prevents the Exchange from commencing disciplinary
proceedings as it deems appropriate. 235 Without limiting Rule 234, the Exchange may restrict a sponsor from taking on
additional listing applicants or issuers if, in its opinion, the sponsor is insufficiently resourced to discharge its obligations under the Rules.
236 Without limiting Rules 210, 217, 234 and 235, if the Exchange is of the opinion that
a sponsor or registered professional has, or may have, breached a Rule, it may commence disciplinary proceedings under Chapter 3.
PART VII ADVISORY PANEL 237 (1) The Exchange may consult an advisory panel regarding sponsor and registered
professional applications and other admission matters. (2) The panel will comprise industry practitioners as appointed by the Exchange. (3) The panel will review applications referred to it, and provide its opinion on the
following matters as requested: (a) the suitability of an applicant to be a sponsor or registered professional; (b) the effect that the granting or refusing of an application may have on the
reputation of the Exchange or the integrity of its markets; and (c) any other matter the Exchange or the panel considers relevant. (4) The panel has the following powers: (a) to review the application documents; and (b) where appropriate, to interview the applicant, directors, officers, registered
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professionals and employees of the applicant. (5) The Exchange is not obliged to disclose the opinion of the panel to the relevant
applicant. (6) The Exchange is not bound by the opinion of the panel and the panel will not hear
appeals from a decision of the Exchange. 238 Any prospective sponsor or registered professional applying for authorization or
registration respectively, agrees that the Exchange may refer to the panel for an opinion under the Rules.
PART VIII LIABILITY 239 (1) A sponsor, and any servant or agent of the sponsor is not liable to: (a) any listing applicant or issuer it sponsors, or (b) any director or officer of such listing applicant or sponsor, for disclosing any information to the Exchange or a potential new sponsor, that is
required in the performance of its functions as a sponsor or former sponsor. (2) This limitation of liability extends to any actions whether in contract or tort or
otherwise.
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CHAPTER 3 DISCIPLINARY AND APPEALS PROCEDURES
PART I SCOPE OF CHAPTER 301 (1) This Chapter sets out the Rules for disciplinary and appeals proceedings against
sponsors and registered professionals. (2) In this Chapter, “Board” means the board of directors of the Exchange. 302 As Catalist has an alternative regulatory framework, the Exchange has established
disciplinary measures to support the Exchange’s operation of markets with high integrity.
PART II TYPES OF COMMITTEES 303 Disciplinary Committee (1) The Disciplinary Committee comprises persons appointed by the Board. No
director, officer or employee of SGX-ST may be appointed. The Disciplinary Committee must include at least 1 corporate finance practitioner as part of the quorum.
(2) The Board determines the chairman and deputy chairman of the committee. In the
absence of the chairman, the deputy chairman will have all the powers of the chairman.
(3) The Disciplinary Committee has a quorum of 3 (including the chairman) when the
meeting proceeds to business but may complete any business of a meeting with 2 members. In the case of an equality of votes, the chairman of the meeting will be entitled to a casting vote.
(4) The chairman will appoint a date, time and place for the hearing. SGX-ST and the
person charged must be given reasonable notice of the hearing. (5) Members of the Disciplinary Committee must notify the chairman before, or during,
the hearing of any possible conflict of interest in relation to a charge. The chairman will decide whether the member concerned should attend the hearing of that charge. The chairman must abstain from hearing a charge in which he may have a conflict of interest.
(6) The Disciplinary Committee may adjourn and reconvene its proceedings as it thinks
fit. (7) Except where it is expressly provided in the Rules, the Disciplinary Committee may
establish its own procedures. 304 Appeals Committee (1) The Appeals Committee comprises persons appointed by the Board provided that: (a) no director, officer or employee of Singapore Exchange Limited (“SGX”) or
any of its related companies may be appointed;
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(b) a majority are not directors, officers or employees of the sponsors or its subsidiaries; and
(c) a majority are not substantial shareholders of SGX or directors, officers or
employees of any substantial shareholder of SGX. (2) The Appeals Committee will include at least 1 corporate finance practitioner as part
of the initial quorum. (3) The Appeals Committee elects a chairman from among the members. (4) The Appeals Committee has a quorum of 3 (including the chairman) when the
meeting proceeds to business but may complete any business of a meeting with 2 members provided that Rules 304(1)(b) and 304(1)(c) are complied with. In the case of an equality of votes, the chairman will be entitled to a casting vote.
(5) The chairman will appoint a date, time and place for the hearing. The appellant and
the respondent must be given reasonable notice of the hearing. (6) Members of the Appeals Committee must notify the chairman before, or during, the
hearing of any possible conflict of interest in relation to an appeal. The chairman will decide whether the member concerned should attend the hearing of that appeal. The chairman must abstain from hearing an appeal in which he may have a conflict of interest.
(7) The Appeals Committee may adjourn and reconvene its proceedings as it thinks fit.
If the parties to the appeal are not attending the hearing, the Appeals Committee may hear the appeal by way of a resolution in writing.
(8) Except where it is expressly provided in the Rules, the Appeals Committee may
establish its own procedures. PART III INVESTIGATIONS 305 The Exchange may conduct an investigation if: (1) the investigation involves a possible breach of the Rules; (2) the Exchange receives a written complaint involving an issuer, sponsor, or any of
the sponsor’s directors, officers, registered professionals, employees, or agents; or (3) in the Exchange’s opinion, the circumstances warrant. 306 The Exchange will conduct an investigation if the Authority directs. 307 The Exchange may require an issuer, sponsor or any of the sponsor’s directors,
officers, registered professionals, employees, or agents to: (1) render all assistance as the Exchange requires, at the Exchange’s premises or
elsewhere; and (2) provide the Exchange with information, books and records which, in the Exchange’s
opinion, may be relevant to the investigation. 308 An issuer, sponsor or registered professional must not willfully make, furnish or
permit the making or furnishing of any false or misleading information, statement or
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report to the Exchange. 309 The Exchange may appoint any person or persons to assist in its investigation
(“Exchange Examiner”). The Exchange may delegate all or any of its powers under this Part III to the Exchange Examiner. The Exchange Examiner must report the results of the investigation to the Exchange.
PART IV POWERS 310 The Exchange may charge, and the Disciplinary Committee may exercise its
powers against, a sponsor or registered professional who: (1) breaches any Rule, or any condition or restriction imposed by the Exchange; (2) breaches any provisions involving fraud or dishonesty, whether in or out of
Singapore; (3) breaches director’s duties; or (4) engages in conduct detrimental to the financial integrity, reputation or interests of
the Exchange. 311 The Exchange may charge, and the Disciplinary Committee may exercise its
powers against, a sponsor if any of its present or former directors, officers, registered professionals, employees, or agents causes the sponsor to:
(1) breach any Rule; (2) breach any provisions involving fraud or dishonesty, whether in or out of Singapore;
or (3) engage in conduct detrimental to the financial integrity, reputation or interests of the
Exchange. 312 (1) A former sponsor is bound by the Rules, including remaining subject to disciplinary
proceedings, in respect of acts or omissions which occurred while it was authorised. (2) A former registered professional is bound by the Rules, including remaining subject
to disciplinary proceedings, in respect of acts or omissions which occurred while he was registered.
313 The powers of the Disciplinary Committee against a sponsor include the following: (1) revoke or suspend the sponsor’s authorisation, whether or not the sponsor has
asked for its authorisation to be revoked or it has resigned; (2) impose a fine of not more than S$250,000 for each breach of the Rules. A fine may
be ordered to be paid by instalments; (3) impose any restrictions or conditions on activities that the sponsor undertakes; (4) reprimand the sponsor; (5) require an education program to be undertaken; and (6) order a stay of the penalty imposed, pending an appeal to the Appeals Committee.
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314 The powers of the Disciplinary Committee against a registered professional include the following:
(1) cancel or suspend the registered professional’s registration, whether or not the
registered professional has asked for its registration to be cancelled or it has resigned;
(2) impose a fine of not more than S$100,000 for each breach of the Rules. A fine may
be ordered to be paid by instalments; (3) impose any restrictions or conditions on activities that the registered professional
undertakes; (4) reprimand the registered professional; (5) require an education program to be undertaken; and (6) order a stay of the penalty imposed, pending an appeal to the Appeals Committee. PART V PROCESS 315 The Exchange will give the sponsor or registered professional charged a written
notice setting out particulars of the charge. In the case of a registered professional being charged, a copy will be given to its sponsor.
316 The following procedures apply: (1) The party charged may submit a defence. It must be given to the secretary of the
Disciplinary Committee within 14 days from the date of the notice of charge. (2) The Exchange may respond to the defence. It must be given to the party charged
and the secretary within 14 days of receipt of the defence. (3) The party charged may reply to the response. It must be given to the secretary
within 14 days of receipt of the response. 317 Time to comply with the deadlines may be extended by the chairman of the
Disciplinary Committee or his nominee. A written request for extension must be submitted within the deadline and must set out the grounds. The decision of the chairman or his nominee is final and binding.
318 The Disciplinary Committee may hear a charge and exercise all its powers even if
the party charged does not file a defence or a reply to the response, or is not present at the hearing or any adjourned hearing.
319 (1) The Exchange and the party charged may be represented by an advocate and
solicitor. (2) The party charged must tell the secretary of the Disciplinary Committee in writing of
the legal representative’s name at least 14 days before the hearing of the charge. (3) The Disciplinary Committee may seek the advice of an advocate and solicitor. 320 (1) The Exchange and the party charged may examine, and take copies of, the
evidence which each of them intends to rely on at the hearing.
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(2)
The party charged must give the Exchange a written undertaking not to disclose information received from the Exchange in relation to the charge to any person, except the legal representative of the party charged for the purpose of the hearing or any appeal.
(3) A breach of the undertaking constitutes a breach of the Rules. 321 (1)
The Exchange and the party charged may: (a) examine and cross-examine witnesses; and (b) request the attendance of a witness.
(2) The Disciplinary Committee may, in its absolute discretion:
(a) call for the attendance of any witness; and (b) allow or disallow a request for the attendance of a witness.
(3) The Disciplinary Committee cannot compel the attendance of a witness. 322 Unless expressly permitted by the chairman of the Disciplinary Committee, the
Exchange and the party charged must not be present during the deliberation of a charge by the Disciplinary Committee. Failure to observe this Rule does not vitiate any decision.
323 (1) The Exchange and the party charged may be present when the Disciplinary
Committee announces its decision. (2) The Disciplinary Committee will record short written grounds of decision. (3)
The Disciplinary Committee will give its written decision to the Exchange and the party charged.
324 (1)
The Exchange will notify all sponsors of charges established by the Disciplinary Committee against a sponsor or registered professional, together with such details as the Exchange thinks appropriate.
(2) The Exchange may make the decision against a sponsor or registered professional
public (together with such details as the Exchange thinks appropriate). For avoidance of doubt, this includes publication of the following information:
(a) the particulars of the sponsor or registered professional; (b) the particulars of the charge; (c) the underlying facts in respect of the charge, which may include particulars
of the issuer or any of the sponsor’s directors, officers, registered professionals, employees or agents involved;
(d) the findings and decision of the Disciplinary Committee or the Appeals
Committee, where applicable; (e) the basis of the findings and decision of the Disciplinary Committee or the
Appeals Committee, where applicable; and (f) the powers exercised by the Disciplinary Committee or the Appeals
Committee, where applicable. (3)
This Rule operates as irrevocable consent by an issuer, sponsor and registered professional for the Exchange to publish or notify a decision. The consent remains valid and effective notwithstanding that the person ceases to be an issuer, sponsor
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or registered professional. An issuer, sponsor, or any of the sponsor’s directors, officers, registered professionals, employees or agents cannot initiate any action or proceeding against the Exchange or members of the Disciplinary Committee and Appeals Committee for publishing or notifying a decision under this Rule.
PART VI APPEALS 325 (1) The Exchange or the party charged may appeal against the decision of the
Disciplinary Committee. (2) A decision of the Appeals Committee is final and binding. 326 The powers of the Appeals Committee include: (1) all the powers of the Disciplinary Committee; (2)
increasing or reducing penalties, and overturning, varying or upholding any decision of the Disciplinary Committee;
(3) hearing appeals in accordance with the Rules; and (4) dealing with such other matters as the Board gives it (either generally or in a
particular case). PART VII APPEAL PROCESS 327 The following procedures apply: (1)
The appellant must give a notice of appeal, setting out the full grounds of appeal to the respondent and the secretary of the Appeals Committee within 14 days of receipt of the Disciplinary Committee’s written decision under Rule 323(3).
(2) The respondent may respond. It must be given to the appellant and the secretary
within 14 days of receipt of the notice of appeal. (3)
The appellant may reply to the response. It must be given to the respondent and the secretary within 14 days of receipt of the response.
328 Time to comply with the deadlines may be extended by the chairman of the Appeals
Committee or his nominee. A written request for extension must be submitted within the deadline and must set out the grounds. The decision of the chairman or his nominee is final and binding.
329 The Appeals Committee may hear an appeal and exercise all its powers even if the
respondent does not file a response or either party is not present at the hearing or any adjourned hearing.
330 (1) An appellant, other than the Exchange, must pay an administrative fee of $1,500
when submitting a notice of appeal. (2) The administrative fee is not refundable unless: (a) the appellant tells the secretary of the Appeals Committee in writing of
withdrawal of the appeal at least 7 days before the hearing of the appeal;
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(b) the appeal is successful; or (c) the chairman of the Appeals Committee agrees to a refund, whether in full
or in part. 331 (1) An appellant and a respondent may be represented by an advocate and solicitor. (2) The secretary of the Appeals Committee must be informed in writing of the legal
representative’s name at least 14 days before the hearing of the appeal. (3) The Appeals Committee may seek the advice of an advocate and solicitor. 332 (1) The parties to an appeal may examine, and take copies of, the evidence which
each of them intends to rely on at the hearing. (2) The undertaking given under Rule 320(2) applies. 333 (1)
The Appeals Committee will determine the appeal by way of rehearing. It will only rehear that part of the decision of the Disciplinary Committee appealed against.
(2) The Appeals Committee may receive evidence that was not presented to the
Disciplinary Committee. In exercising its discretion, the Appeals Committee will consider whether the evidence was available at the time of the hearing by the Disciplinary Committee and why it was not introduced at that time.
334 (1) The parties to an appeal may:
(a) examine and cross-examine witnesses; and (b) request the attendance of a witness.
(2) The Appeals Committee may, in its absolute discretion:
(a) call for the attendance of any witness; and (b) allow or disallow a request for the attendance of a witness.
(3) The Appeals Committee cannot compel the attendance of a witness. 335 Unless expressly permitted by the chairman of the Appeals Committee, the parties
to an appeal must not be present during the deliberation of an appeal by the Appeals Committee. Failure to observe this Rule does not vitiate the decision.
336 (1) The parties to an appeal may be present when the Appeals Committee announces
its decision. (2) The Appeals Committee will record short written grounds of decision. (3) The Appeals Committee will give its written decision to all parties to an appeal. PART VIII COSTS 337 (1) The Disciplinary Committee or Appeals Committee may require the party charged to
pay all or part of the costs of the investigation and hearing. (2) The Committee may order the costs awarded to be paid within 14 days. PART IX FINES
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338 (1) A fine must be paid within 14 days from the date of notice, or such longer time as the chairman of the Disciplinary Committee or the Appeals Committee, where applicable, or his nominee, permits.
(2) If a fine ordered against a sponsor or registered professional remains unpaid 7 days
after the deadline, the sponsor or registered professional may be suspended. Any suspension ends upon full payment of the fine.
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CHAPTER 4 EQUITY SECURITIES
PART I SCOPE OF CHAPTER 401 This Chapter sets out the requirements and procedures for a listing applicant
seeking admission to the Official List of Catalist, and a listing of its equity securities. It also sets out the requirements and procedures for an issuer seeking to transfer between Catalist and SGX Main Board. These requirements apply to all issuers on Catalist, including companies incorporated in Singapore or elsewhere. The Exchange may vary the requirements in a particular case.
PART II GENERAL REQUIREMENTS 402 (1) A listing applicant applying for admission to Catalist and quotation of its securities
must do so through a full sponsor. The listing must be a primary listing. (2) The Exchange will normally admit a listing applicant to Catalist on receipt of
conforming documents from the sponsor. However, the Exchange may, in its absolute discretion, impose conditions on an admission or delay or refuse an admission.
(3) The Exchange reserves the right to vary any condition(s) imposed. 403 Additional guidelines for the listing of property development companies are set out
in Part VII of this Chapter. 404 A listing applicant should not have, as part of its name, words that tend to confuse
or are misleading. 405 While an issuer remains on the Official List, it must comply with the Rules. PART III CATALIST ADMISSIONS 406 A listing applicant seeking admission to Catalist need not meet any minimum
operating track record, profit or share capital requirement but is expected to meet the following conditions:
(1) Shareholding Spread And Distribution (a) The proportion of post invitation share capital in public hands must be at
least 15% at the time of listing. 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.
(b) Existing public shareholders may be included in the minimum percentage of
shares to be held in public hands. They must not account for more than 5% of the issuer’s post-invitation issued share capital. For the purpose of this Rule, “existing public shareholders” refer to shareholders of the issuer
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immediately before the invitation and who are deemed “public” as defined. (c) The number of public shareholders of the securities must be at least 200. (d) The overall distribution of shareholdings should be expected to provide an
orderly secondary market in the securities when trading commences, and be unlikely to lead to a corner situation in the securities.
(2) Quantitative Criteria (a) A listing applicant seeking admission to Catalist need not meet any market
capitalisation requirements. (b) The Exchange may publish specific additional or other criteria for different
types of listing applicants. (3) Directors and Management (a) The directors and executive officers should have appropriate experience
and expertise to manage the group's business. As a pre-quotation disclosure requirement, a listing applicant must release a statement (via SGXNET or in the offer document) identifying for each director, whether the person has prior experience (and what) or, if the director has no prior experience as a director of a listed company, whether the person has undertaken training in the roles and responsibilities of a director of a listed company.
(b) The character and integrity of the directors, management and controlling
shareholders of the listing applicant will be a relevant factor for consideration. In considering whether the directors, management and controlling shareholders have the character and integrity expected of a listed issuer, the sponsor must take into account the disclosures made in the declaration by each director, executive officer, controlling shareholder, and officer occupying a managerial position and above who is a relative of any director or controlling shareholder, in the form set out in paragraph 8, Part VII of the Fifth Schedule, Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 submitted to the sponsor.
(c) The listing applicant's board must have at least two non-executive directors
who are independent and free of any material business or financial connection with the listing applicant. If the listing applicant is a foreign listing applicant, at least one of these directors must be resident in Singapore.
(4) Sponsorship The listing applicant’s sponsor must provide the confirmation required in Appendix
4B that the listing applicant is suitable for listing and complies with the Rules. (5) Restriction on Promoters’ Sale of Shares At the time of initial public offering there must be no sale of shares by a promoter if
either of the following applies: (a) all promoters in aggregate hold less than 50% of the issuer’s post-invitation
share capital; or (b) all promoters in aggregate would, after selling any shares, hold less than
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50% of the issuer’s post-invitation share capital. (6) Financial Position And Liquidity (a) 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. This Rule does not apply to subsidiaries and associated companies of the listing applicant.
(b) While the surplus arising from revaluation of plant and equipment can be
shown in the books of the listing applicant, such surplus should not be capitalised or used for calculating its net tangible assets per share.
(7) Chain Listing A subsidiary or parent company of an existing listed issuer will not normally be
suitable for listing if the assets and operations of the listing applicant are substantially the same as those of the existing issuer. The sponsor must consider the listing applicant's business or commercial reasons for listing.
(8) Articles of Association A listing applicant’s Articles of Association or constituent documents must meet the
requirements in Appendix 4C. (9) Accounts A listing applicant’s accounts must not be qualified in a material way. (10) Lodgement and Registration of Offer Document A listing applicant must lodge an offer document under section 240(1)(a)(ii) of the
SFA with the Exchange acting as an agent of the Authority. The offer document must be registered under section 240(1)(a)(iii) of the SFA by the Exchange acting as an agent of the Authority.
(11) Undertaking Not to Make Exempt Offer The listing applicant’s undertaking not to make an exempt offer, made under
Regulation 10 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005, must be submitted by the sponsor to the Exchange acting as an agent of the Authority.
(12) Written Consents The written consents provided by experts, issue managers and underwriters under
sections 249 and 249A of the SFA must be lodged with the Exchange. PART IV REQUIREMENTS FOR OFFER DOCUMENTS 407 An offer document must meet the following requirements: (1) It must comply with applicable law and, in particular, Parts II to XI of the Fifth
Schedule, Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 (“Fifth Schedule”), where references therein to the following terms shall be interpreted as follows:
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(a) reference to a “prospectus” shall mean a reference to an “offer document”;
and (b) reference to the “Authority” shall mean a reference to the Exchange, except
for Part VII paragraph 8(k) where the “Authority” shall mean the Monetary Authority of Singapore.
(2) With regard to the statement by the listing applicant’s directors required in
paragraph 5(a) of Part VI of the Fifth Schedule, the listing applicant’s directors must state, without requiring a profit forecast, that in their reasonable opinion, the working capital available to the listing applicant, as at the date of lodgement of the offer document is sufficient for the present requirements and for at least 12 months after listing.
(3) In addition to the statement by the listing applicant’s directors required by Rule
407(2), the listing applicant’s sponsor must state, without requiring a profit forecast, that in their reasonable opinion, the working capital available to the listing applicant, as at the date of lodgement of the offer document is sufficient for the present requirements and for at least 12 months after listing.
(5) It must include on the front cover the following: (a) the date of registration of the offer document, or in the case of a
supplementary offer document or replacement offer document, the date of lodgement of the supplementary offer document or replacement offer document,
(b) the name of the corporation in respect of which the shares or units of
shares, as the case may be, are being offered, its country of incorporation and the name of its sponsor,
(c) the following statements: (i) This document is important. If you are in any doubt as to the action
you should take, you should consult your legal, financial, tax, or other professional adviser(s).
(ii) An application has been made for permission for the shares or units
of shares to be listed for quotation on Catalist. (iii) Companies listed on Catalist may carry higher investment risk when
compared with larger or more established companies listed on the SGX Main Board. In particular, companies may list on Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the shares or units of shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s).
(iv) This offer is made in or accompanied by an offer document that has
been registered by the Singapore Exchange Securities Trading Limited (“the Exchange”) acting as agent on behalf of the Monetary Authority of Singapore (“the Authority”).
(v) Neither the Authority nor the Exchange has examined or approved
the contents of this document. Neither the Authority nor the
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Exchange assumes any responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document. The Exchange does not normally review the application for admission but relies on the sponsor confirming that the listing applicant is suitable to be listed and complies with the rules. Neither the Authority nor the Exchange has in any way considered the merits of the shares or units of shares being offered for investment.
(vi) The registration of this offer document by the Exchange does not
imply that the SFA, or any other legal or regulatory requirements, or requirements under the Exchange’s listing rules, have been complied with.
(vii) Acceptance of applications will be conditional upon issue of the
shares or units of shares and upon listing of all the issued shares or units of shares of the issuer. Monies paid in respect of any application accepted will be returned if the admission and listing do not proceed.
(viii) After the expiration of 6 months from the date of registration of this
offer document, no person shall make an offer of securities, or allot, issue or sell any securities, on the basis of this offer document; and no officer or equivalent person or promoter of the entity or proposed entity will authorise or permit the offer of any securities or the allotment, issue or sale of any securities, on the basis of this offer document.
(6) If the offer document is a preliminary offer document lodged under section 240(2) of
the SFA with the Exchange acting as agent of the Authority, it must meet the following requirements:
(a) The requirements in Rule 407(1) to (4), but the listing applicant may omit the
information described in paragraphs 2 to 11 of the Second Schedule, Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005, where references therein to a “preliminary document” shall mean a reference to a “preliminary offer document”.
(b) The requirements in Rule 407(5), except that the front page of the
preliminary offer document must contain a statement in bold lettering that no offer or agreement shall be made on the basis of the preliminary offer document to purchase or subscribe for any securities to which the preliminary offer document relates. The statements in Rule 407(5)(c)(iv) and (vi) shall be replaced with the following statements respectively:
“This is a preliminary offer document and is subject to further amendments
and completion in the offer document to be registered by the Singapore Exchange Securities Trading Limited (“the Exchange”) acting as agent on behalf of the Monetary Authority of Singapore (“the Authority”). A person to whom a copy of this preliminary document has been issued shall not circulate it to any other person. A copy of this document has been lodged by the sponsor with the Exchange acting as agent on behalf of the Authority.”
“The lodgement of this preliminary offer document with the Exchange does
not imply that the SFA, or any other legal or regulatory requirements, or requirements under the Exchange’s listing rules, have been complied with.”
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(7) If, after the registration of an offer document, a supplementary or replacement offer document is required, it must comply with the following requirements:
(a) at the beginning of a supplementary offer document, there shall be: (i) a statement that it is a supplementary offer document; (ii) an identification of the offer document it supplements; (iii) an identification of any previous supplementary offer document
lodged with the Exchange in relation to the offer; and (iv) a statement that it is to be read together with the offer document it
supplements and any previous supplementary offer document in relation to the offer;
(b) at the beginning of a replacement offer document, there shall be: (i) a statement that it is a replacement offer document; and (ii) an identification of the offer document it replaces; and (c) be lodged under section 241(1) of the SFA with the Exchange acting as
agent on behalf of the Authority. (8) The Exchange may exempt any person or any offer document from any
requirement in the Rules relating to the form or content of an offer document, subject to such conditions or restrictions as may be determined by the Exchange. An exemption will not be granted unless the Exchange is of the opinion that:
(a) the cost of complying with the requirement in respect of which exemption
has been applied for outweighs the resulting protection to investors; or (b) it would not be prejudicial to the public interest if the requirement in respect
of which exemption has been applied for were dispensed with. PART V TRANSFERS BETWEEN CATALIST AND SGX MAIN BOARD Transfers from Catalist to SGX Main Board 408 A Catalist issuer may apply to the Exchange in writing for transfer to SGX Main
Board. The Exchange may allow the transfer if the issuer meets the following requirements:
(1) It has been listed on Catalist for at least two years; (2) It meets: (a) the minimum quantitative requirements in Main Board Listing Rule 210(2)(a)
or (b); and (b) any other listing requirements that the Exchange may prescribe (either
generally or in any particular case). (3) It provides the Exchange with an undertaking to comply with all the Exchange's
requirements and policies applicable to issuers listed on the SGX Main Board. The
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undertaking must be in the form set out in Main Board Listing Rules Appendix 2.3.1. (4) An offer information statement required by the SFA (meeting the requirements in
the Sixteenth Schedule) must be lodged with the Authority if the issuer intends to offer additional securities on SGX Main Board, or a draft shareholder’s circular to approve the transfer must be submitted to the Exchange where there is no additional offer of securities.
(5) Its shareholders have approved the transfer by special resolution. (6) It is in compliance with all applicable Catalist Rules. (7) For the purpose of the transfer, an listing applicant 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 Main Board listing applicants set out in Main Board Listing Rule 210(1).
409 A transfer from Catalist to SGX Main Board is not treated as a delisting. Transfers from SGX Main Board to Catalist 410 An SGX Main Board issuer may apply to the Exchange in writing for transfer to
Catalist. The Exchange may allow the transfer if the issuer meets the following requirements:
(1) Compliance with Rules 406(1), (2)(b), (3), (4) and 407(2) and (3). (2) It is sponsored and the sponsor provides the Exchange with a completed Appendix
4D. (3) It provides the Exchange with a completed Appendix 4E. (4) Its shareholders have approved the transfer by special resolution. (5) It is in compliance with all applicable Main Board Listing Rules. 411 A transfer from SGX Main Board to Catalist is not treated as a delisting. PART VI LISTING REQUIREMENTS FOR FOREIGN LISTING APPLICANTS 412 A foreign listing applicant must release all information and documents to the
Exchange in English. This applies also after listing. 413 All securities will be quoted in Singapore dollars, unless the Exchange agrees to a
quotation in a foreign currency, or unless the Authority's policy on the internationalisation of the Singapore dollar requires otherwise. Sponsors are encouraged to consult the Exchange if the listing applicant prefers quotation in a foreign currency.
Share Transfer Facilities 414 Arrangements satisfactory to the sponsor and the Exchange must be made to
enable shareholders in Singapore to register their shareholdings promptly. Accounting Standards
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415 The financial statements and future periodic financial reports, must be prepared in accordance with Singapore Financial Reporting Standards (“FRS”), 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 FRS.
PART VII ADDITIONAL LISTING REQUIREMENTS FOR PROPERTY DEVELOPMENT
COMPANIES 416 In addition to the requirements for listing on Catalist, a property development
company applying for admission to the Official List must also meet the following requirements:
(1) Minimum Leasehold Period Properties that have remaining leases of less than 30 years must not, in aggregate,
account for more than 50% of the group's operating profits for the past three years. (2) Independence Of Valuer A listing applicant must appoint a valuer to conduct a valuation of all its principal
freehold and leasehold properties. The valuer must be an independent external valuer. The valuer must not be a substantial shareholder, director or employee of the listing applicant or any of its subsidiaries, or in partnership with or employed by a substantial shareholder, director or employee. The Exchange or the sponsor may require a listing applicant to appoint a second valuer to conduct a valuation on the properties.
(3) Valuation Report The 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 submission of the pre-admission notification. A summary valuation report must be included in the offer document. The valuation report must be made available for inspection, without charge, at the issuer’s Singapore registered office.
PART VIII CONFLICTS OF INTEREST 417 A listing applicant should resolve or eliminate conflict situations prior to listing. The
Exchange may accept a proposal (submitted through the sponsor) to resolve or eliminate conflicts of interest within a reasonable period after listing. Conflicts of interest include situations in which interested persons (as defined in Rule 904(4)):
(1) Carry on business transactions with the listing applicant or provide services to or
receive services from the listing applicant or its group; (2) Lend to or borrow from the listing applicant or its group; (3) Lease property to or from the listing applicant or its group; or (4) Have an interest in businesses that are competitors, suppliers or customers of the
listing applicant or its group. 418 In reviewing compliance with the Exchange’s policy on conflicts of interest, the
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sponsor should take into account: (1) The parties involved in the conflict situation and their relationship to the listing
applicant; (2) The significance of the conflict in relation to the size and operations of the listing
applicant and in relation to its potential influence on the interested person; (3) Whether the parties who are involved in the conflict derive any special advantage
from it; and (4) Whether the conflict can be terminated, and if so, how soon and on what basis; or, if
the conflict cannot be promptly terminated, whether: (a) the arrangement is necessary and beneficial to the operations of the listing
applicant; (b) the terms of the arrangement are the same or better than those that can be
obtained from third parties; (c) the arrangement will be reviewed at regular intervals and approved by
independent directors or shareholders; (d) the listing applicant has or will have adequate internal procedures to ensure
that the terms of the arrangement are fair and reasonable; and (e) there is, or has been, adequate disclosure of the conflict, the parties to it,
and the measures taken in respect of it in the offer document. PART IX MORATORIUM 419 Purpose Of A Moratorium The purpose of a moratorium is to maintain the promoters' commitment to the issuer
and align their interests with that of public shareholders. In the case of investors other than promoters, the purpose of the moratorium is to promote the interests of a fair and orderly market.
Moratorium Undertakings 420 The promoters must give contractual undertakings to the sponsor to observe a
moratorium on the transfer or disposal of all their interests in the securities of the issuer.
421 Where a promoter has an indirect shareholding in the listing 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.
Period Of Moratorium 422 The period of moratorium must not be shorter than the following: (1) A promoter’s entire shareholdings at listing for at least 6 months after listing, and no
less than 50% of the original shareholding (adjusted for any bonus issue or
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subdivision) for the next 6 months. (2) In the case of investors who acquired their securities, and who made payment for
their acquisition, less than 12 months prior to the date of the listing, a proportion of their shareholdings will be subject to moratorium for 12 months after listing computed based on the following cash formula:
P×= IPO
CPIPO
V V- V
M
Where
M = the number of shares subject to moratorium;
VCP = the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing;
VIPO = the value of the investor’s total shareholdings acquired within 12 months preceding the date of the listing based on the issue price at the initial public offering; and
P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing.
(3) In the case of investors who are connected to the issue manager for the initial
public offering of the issuer, their shareholdings will be subject to a moratorium for 6 months after listing. For the avoidance of doubt, these investors are prohibited from selling vendor shares at the time of the initial public offering. (a) Rule 422(3) will not apply if:-
(i) The investor is a fund manager and the funds invested in the issuer are managed on behalf of independent third parties;
(ii) the investor and the issue manager have separate and independent
management teams and decisions making structures; and (iii) proper policies and procedures have been implemented to address any
conflict of interest arising between the issue manager and the investor.
The issuer should consult and demonstrate to the Exchange that these conditions have been met, to the satisfaction of the Exchange, for Rule 422(3) not to apply. The Exchange retains the discretion to require compliance with Rule 422(3) where it deems fit.
(4) For the purposes of Rules 422(2) and (3), where an introducer of the issuer, a
consultant to the issuer for the initial public offering, or investors who are connected to the issue manager have an indirect shareholding in the issuer, these investors may be required to comply with the moratorium requirements in Rule 421.
General 423 A listing applicant may be admitted to Catalist by distributing its securities either by
way of a public offer, or placement, or book-building, or by a combination of these methods, subject to compliance with the Rules and such other conditions as the Exchange or the sponsor may consider appropriate.
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Placement Tranche 424 The sponsor, underwriter, lead broker, distributor, or any of their connected clients
(as defined in Rule 428) 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 428. This Rule does not apply to securities taken up pursuant to an underwriting or sub-underwriting agreement.
Public Subscription Tranche 425 Where an invitation involves a public tranche for subscription or purchase, the
following Rules apply to allocation and allotment of securities in this tranche: (1) The basis of allocation and allotment to investors must be fair and equitable. (2) The balloting procedures must be clearly spelt out and strictly adhered to.
Unsuccessful listing applicants must be notified, and the application money must be returned, within 24 hours of the balloting.
(3) In respect of applications which have been balloted but subsequently rejected, the
reasons for rejection must be clearly stated. (4) In respect of applications which have been partially successful, the balance of the
application money must be refunded in the shortest possible time. Preferential Allotment Of Reserved Securities 426 The listing applicant may reserve up to 25% of the offered securities for allocation
and allotment to its employees, directors, customers, suppliers and persons who have contributed to the success of the listing applicant.
Underwriting 427 An issue of securities in connection with a listing on the Exchange can be made
with or without it being underwritten. A listing applicant which proposes to make an issue without underwriting should consult the Exchange as early as possible through its sponsor.
428 Disclosure Of Subscription (1) If any of the following persons acquires an interest (whether directly or through a
nominee) in the securities being marketed, their respective aggregate interest and the circumstances resulting in the acquisition of the interest must be announced before listing of the listing applicant’s securities:
(a) each director and his associates;
(b) each substantial shareholder and his associates; (c) the sponsor and its connected clients; (d) the underwriter and its connected clients; (e) the lead broker and its connected clients; (f) any distributor and its connected clients.
(2) The disclosure required by Rule 428(1) must be made to the best of the sponsor’s
knowledge and belief, having taken all reasonable steps and made all reasonable enquiries.
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(3) A “connected client” means: (a) a director or substantial shareholder of the sponsor, underwriter, lead broker
or distributor; (b) a spouse, infant child or step child of any person in (a); (c) a person in the capacity of trustee of a private or family trust (other than a
pension scheme) the beneficiaries of which include any person in (a); (d) a relative of any person in (a) whose account is managed by the sponsor,
underwriter, lead broker or distributor in pursuance of a discretionary managed portfolio agreement; or
(e) a company which is a member of the same group of companies as the
sponsor, underwriter, lead broker or distributor. (4) After the offer to the public closes, the listing applicant announces the outcome of
the offer, and where appropriate, the level of subscription and the basis of allocation and allotment, and the subscription rate reflecting the true level of demand for the offer. In computing the subscription rate, subscriptions by connected persons and the persons mentioned in Rule 428 must be excluded.
Issue Price 429 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$0.20 each.
Offer Period 430 A listing applicant 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).
PART XI ADMISSION PROCEDURES 431 A sponsor may consult the Exchange to resolve specific issues prior to the
submission of a listing confirmation. Unless the Exchange prescribes otherwise, the listing applicant must comply with the requirements set out in Appendix 4F which sets out the following:
(1) The main steps in the listing process. (2) Documents to be submitted by the sponsor to the Exchange. (3) The usual timeline for admission. The sponsor must give the Exchange any additional information or documents
which the Exchange requires, either in the particular case or generally. 432 In normal circumstances the Exchange will rely on the listing confirmation in
Appendix 4B. However, the Exchange may refuse or delay an admission at any point prior to listing, notwithstanding that it receives a listing confirmation and notwithstanding that the offer document has been registered by the Exchange, if:
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(1) in the Exchange’s opinion: (a) the reputation of the Exchange or the integrity of the market may be
adversely affected; (b) doubt exists, or apparently sustainable allegations are made, as to the
integrity of a director, executive officer or controlling shareholder of the listing applicant;
(c) doubt exists as to the accuracy or completeness of the information in the
offer document. While the Exchange does not review these documents, it may undertake sample perusal or receive information from third persons;
(d) any submission or lodgement that is required under the Rules is inaccurate
or incomplete; (e) the Rules are not complied with; (f) it is in the interests of the public to refuse or delay the admission; or (2) the Authority advises the Exchange to refuse or delay the admission. 433 The sponsor must ensure that it has considered all information that is material to its
decision on the application. The Exchange may require the sponsor to undertake additional due diligence.
434 Notice of a refusal of, or delay to, an admission will be given to the sponsor and
copied to the listing applicant. 435 A listing applicant will be admitted according to the terms issued together with the
registration notice issued by the Exchange. Fees 436 Listing applicants and issuers must pay the fees levied by the Exchange. Treasury Shares 437 Chapter 8 will apply to the issue of shares out of treasury. The issuer must submit
to the Exchange a confirmation of compliance with the provisions of Chapter 8. Part XIII ADDITIONAL LISTING REQUIREMENTS FOR MINERAL, OIL AND GAS
COMPANIES 438 In addition to the requirements for listing on Catalist, a mineral, oil and gas
company applying for admission to the Official List must also meet the requirements set out in this Part of the Listing Manual.
439 The Exchange will normally not admit a listing applicant, whose activities consist
solely of exploration for minerals, oil or gas, to Catalist unless the listing applicant is able to establish the existence of adequate resources in a defined area where the listing applicant has exploration and exploitation rights, and which must be substantiated by the qualified person’s report required under Rule 441. In complying with this Rule, the resource must be at least, in relation to minerals, categorised as
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an Indicated Resource and, in relation to oil and gas, as a Contingent Resource. 440 Additional Offer Document Requirements (1) A listing applicant must disclose in its offer document the basis upon which it
asserts the existence of any minerals, oil or gas in a defined area where the listing applicant has exploration and exploitation rights, in accordance with the requirements set out in Practice Note 4C.
(2) The listing applicant’s sponsor must state the legal opinion obtained pursuant to
Rule 225(1)(j)(i) and the legal advisor providing such opinion. 441 Qualified Person’s Report (1) The offer document must contain a qualified person’s report that meets the
following requirements; (a) prepared by an independent qualified person who meets the requirements
in Rule 442; (b) prepared in accordance with a Standard; (c) dated not more than 6 months before the date of lodgement of the offer
document; and (2) The contents of the qualified person’s report must comply with the requirements as
set out in Practice Note 4C. 442 Independent Qualified Person For the purpose of Rule 441, the qualified person preparing the qualified person’s
report must fulfil the following: (a) the qualified person must not be a sole practitioner; (b) if the qualified person producing the report is not a partner or director of his
firm, the production of the report must be directly supervised by a partner or director on behalf of the firm;
(c) the qualified person and his firm’s partners, directors, substantial
shareholders and their associates must be independent of the listing applicant, its directors and substantial shareholders;
(d) the qualified person and his firm’s partners, directors, substantial
shareholders and their associates must not have any interest, direct or indirect, in the listing applicant, its subsidiaries or associated companies and will not receive benefits other than remuneration paid to the qualified person in connection with the qualified person’s report; and
(e) remuneration paid to the qualified person or the qualified person’s firm in
connection with the report must not be dependent on the findings of the report.
443 Period of Moratorium Rule 422 will not apply to a promoter of a mineral, oil and gas company. Instead,
the period of moratorium will apply to the promoter’s entire shareholdings at listing
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for at least 12 months after listing, and no less than 50% of the original shareholding (adjusted for any bonus issue or subdivision) for the next 6 months.
444 Working Capital Rules 407(2) and 407(3) will not apply to mineral, oil and gas companies. A listing
applicant must meet the following requirements instead: (1) With regard to the statement by the listing applicant’s directors required in
paragraph 5(a) of Part VI of the Fifth Schedule, the listing applicant’s directors must state, without making a profit forecast, that in their reasonable opinion, the working capital available to the listing applicant, as at the date of lodgement of the offer document is sufficient for the present requirements and for at least 18 months after listing.
(2) In addition to the statement by the listing applicant’s directors required by Rule
444(1), the listing applicant’s sponsor must state, without requiring a profit forecast, that in its reasonable opinion, the working capital available to the listing applicant, as at the date of lodgement of the offer document is sufficient for the present requirements and for at least 18 months after listing.
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CHAPTER 7 CONTINUING OBLIGATIONS
PART I SCOPE OF CHAPTER 701 This Chapter sets out continuing requirements which an issuer on Catalist 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 Acquisitions and Realisations Chapter 11 Takeovers Chapter 12 Circulars and Annual Reports PART II EQUITY SECURITIES – IMMEDIATE ANNOUNCEMENTS 702 An issuer must release all announcements via SGXNET, unless specified
otherwise. Disclosure of Material Information 703 (1) An issuer must announce any information known to the issuer concerning it or any
of its subsidiaries or associated companies which: (a) is necessary to avoid the establishment of a false market in the issuer's
securities; or (b) would be likely to materially affect the price or value of its securities. (2) Rule 703(1) does not apply to information which would be a breach of law to
disclose. (3) Rule 703(1) does not apply to particular information which satisfies the following
conditions: Condition 1: a reasonable person would not expect the information to be disclosed; Condition 2: the information is confidential; and Condition 3: one or more of the following applies: (a) the information concerns an incomplete proposal or negotiation;
(b) the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
(c) the information is generated for the internal management purposes of the entity;
(d) the information is a trade secret. (4) In complying with the Exchange’s disclosure requirements, an issuer must: (a) observe the Corporate Disclosure Policy set out in Appendix 7A, and
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(b) ensure that its directors and executive officers are familiar with the Exchange’s disclosure requirements and Corporate Disclosure Policy.
(5) The Exchange will not waive any requirements under this Rule. Announcement of Specific Information 704 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. (3) Any notice of substantial shareholders’ and directors' interests in the issuer’s
securities or changes thereof received by the issuer. Such notice must contain the particulars set out in Appendix 7B.
(4) Any qualification or emphasis of a matter by the auditors on the financial statements
of: (a) the issuer; or (b) any of the issuer’s subsidiaries or associated companies, if the qualification
or emphasis of a matter has a material impact on the issuer’s consolidated accounts or the group’s financial position.
(5) 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 Resignation (6) Any appointment or resignation of any director, chief executive officer, general
manager or other executive officer of equivalent rank, company secretary, registrar or auditors of the issuer. The announcement of an appointment of any director, chief executive officer, general manager or other executive officer of equivalent rank must contain the following details:
(a) name, age and country of principal residence; (b) whether appointment is executive, and if so, the area of responsibility; (c) working experience and occupations during the past 10 years; (d) other directorships, past (for the last 5 years) and present; (e) shareholding in the issuer and its subsidiaries; (f) family relationship with any director and/or substantial shareholder of the
issuer or of any of its principal subsidiaries; (g) whether the appointee has any conflict of interests; (h) the information required in paragraph 8, Part VII of the Fifth Schedule,
Securities and Futures (Offers of Investments)(Shares and Debentures)
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Regulations 2005; and (i) information on whether the person has prior experience (and what) or, if the
director has no prior experience as a director of a listed company, whether the person has undertaken training in the roles and responsibilities of a director of a listed company. (Applicable only to the appointment of directors).
(7) 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.
(8) 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(6)(a), (c), (e), (f), (g) and (h).
(9) Any promotion of an appointee referred to in Rule 704(8). (10) Within two months after each financial year, the issuer must make an
announcement in the format in Appendix 7C 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. 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 (11) The Exchange may require an issuer to appoint a special auditor to review or
investigate the issuer’s affairs and report its findings to the Exchange, or the issuer’s sponsor, or the issuer’s Audit Committee or such other party as the Exchange may direct. The issuer may be required by the Exchange to immediately announce the requirement, together with such other information as the Exchange directs. The issuer may be required by the Exchange to announce the findings of the special auditors.
General Meetings (12) The date, time and place of any general meeting. All notices convening meetings
must be provided to the Exchange and sent to shareholders at least 10 market days before the meeting (for meetings to pass special resolution, at least 15 market days).
(13) All resolutions put to a general meeting of an issuer, and immediately after such
meeting, whether or not the resolutions were passed. Acquisitions and Realisations (14) Any acquisition of:
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(a) shares resulting in the issuer holding 10% or more of the total number of issued shares excluding treasury shares, of a quoted company;
(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 aggregate cost of the issuer’s quoted investments 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 quoted investments before and after the
acquisition; and (iii) the amount of any provision for diminution in value of investments; (c) shares resulting in a company becoming a subsidiary or an associated
company of the issuer (providing the information required by Rule 1010(3) and (5)); and
(d) shares resulting in the issuer increasing its shareholding in a subsidiary or
an associated company (providing the information required by Rule 1010(3) and (5)).
(15) Any sale of: (a) shares resulting in the issuer holding less than 10% of the total number of
issued shares excluding treasury shares, of a quoted company; (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(14)(b)(i) to (iii), relating to a sale instead of an acquisition;
(c) shares resulting in a company ceasing to be a subsidiary or an associated
company of the issuer (providing the information required by Rule 1010(3) and (5)); and
(d) shares resulting in the issuer reducing its shareholding in a subsidiary or an
associated company (providing the information required by Rule 1010(3) and (5)).
(16) Any acquisition or disposal of shares or other assets which is required to be
announced under Chapter 10. Winding Up, Judicial Management, etc (17) 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. (18) The appointment of a receiver, judicial manager or liquidator of the issuer or any of
its subsidiaries.
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(19) Any breach of any loan covenants or any notice received from principal bankers or from the trustee of any debenture holders to demand repayment of loans granted to the issuer or any of its subsidiaries which, in the opinion of the issuer's directors, would result in the issuer facing a cash flow problem.
(20) Where Rule 704(17), (18) or (19) 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. Announcement of Results, Dividends, etc (21) 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.
(22) 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) capitalisation or rights issue; (c) closing of the books; (d) capital return; (e) passing of a dividend; or (f) sales or turnover
unless it is accompanied by the results of the quarter, half year or financial year, as
the case may be, or the results have been announced. Books Closure (23) Any intention to fix a books closure 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 books closure date) must be given for any books closure date. Issuers could consider a longer notice period, where necessary. Subject to the provisions of the Companies Act, the Exchange may agree to a shorter books closure period. In fixing a books closure 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.
(24) The issuer must not close its books for any purpose until at least 8 market days after the last day of the previous books closure period. This rule does not prohibit identical books closure dates for different purposes.
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Sponsorship (25) If its sponsor will cease, or ceases to sponsor it for any reason, stating the reasons
and effective date of such cessation. (26) Any confirmation made by the sponsor pursuant to Rule 228(5) upon receipt of such
confirmation. (27) The appointment of a new sponsor. Use of Proceeds (28) Any significant disbursements of the proceeds raised from the initial public offer and
additional issue of securities. Where the use of proceeds materially deviates from the proposed use previously disclosed, the issuer must state the reasons for the deviation.
Treasury Shares (29) 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 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.
Employee Share Option Scheme (30) Any grant of options. 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 granted; (d) market price of its securities on the date of grant; (e) number of options granted to directors and controlling shareholders (and
their associates), if any; and (f) validity period of the options.
Announcements by mineral, oil and gas companies (31) (a) Any material changes to the reserves or resources of a mineral, oil and gas
company, including: (i) the basis upon which the issuer asserts the existence of any new
material reserves or resources that has not been previously disclosed, in accordance with the requirements as set out in Practice Note 4C; and
(ii) a qualified person’s report prepared in accordance the requirements
as set out in Practice Note 4C. Where the announcement involves
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the reporting of new material reserves or resources that has not been previously disclosed, or a 100% change or more in reserves or resources that have been previously reported on, the report must be signed off by an independent qualified person who meets the requirements in Rule 442.
(b) Any change in the Standard adopted by the issuer, including the reasons for
the change and the impact, if any, on its existing stated level of reserves and resources.
(c) Any appointment or resignation of any qualified person of the issuer. PART III EQUITY SECURITIES - PERIODIC REPORTS Financial Statements 705 (1) An issuer must announce the financial statements for the full financial year (as set
out in Appendix 7D) 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 its financial statements for each of the first three quarters
of its financial year (as set out in Appendix 7D) immediately after the figures are available, but in any event not later than 45 days after the quarter end if:
(a) its market capitalisation exceeded S$75 million as at 31 March 2003; (b) it was listed after 31 March 2003 and its market capitalisation exceeded
S$75 million at the time of listing (based on the initial public offering issue price); or
(c) its market capitalisation is S$75 million or higher on the last trading day of
each calendar year, commencing from 31 December 2006. An issuer who falls within this category for the first time, will have an initial grace period of one year to prepare to meet the requirements in Rule 705(2).
(3) An issuer who falls within any of the categories in this Rule 705(2), must comply
with the requirements in Rule 705(2), even if its market capitalisation subsequently decreases below S$75 million.
(4) An issuer whose market capitalisation does not exceed S$75 million must
announce its first half financial statements (as set out in Appendix 7D) immediately after the figures are available, but in any event not later than 45 days after the relevant financial period.
(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.
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Use of funds/cash by mineral, oil and gas companies (6) Mineral, oil and gas companies whose principal activities consist of exploration for
minerals, oil or gas, must: (a) 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 principal assumptions, immediately after the figures are available but in any event not later than 45 days after the relevant financial period;
(b) provide a confirmation by its directors 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.
(7) In the announcements required by Rule 705(1) and (6) respectively, a mineral, oil
and gas company must also include: (a) details of exploration (including geophysical surveys), mining 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; and
(b) an update on its reserves and resources, where applicable, in accordance
with the requirements as set out in Practice Note 4C, including a summary of reserves and resources as set out in Appendix 7F.
706. In addition to the information required under Rule 705, the Exchange may require
additional information to be disclosed. Annual Report . 707 (1) The time between the end of an issuer’s financial year and the date of its annual
general meeting (if any) must not exceed four months. (2) An issuer must issue its annual report to shareholders and the Exchange at least 14
days before the date of its annual general meeting. . 708 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.
. 709 The annual report must contain the information required in Part III of Chapter 12. 710 An issuer must describe its corporate governance practices with specific reference
to the principles of the Code in its annual report. It must disclose any deviation from any guideline of the Code together with an appropriate explanation for such deviation in the annual report.
711 An issuer may issue a summary financial statement in accordance with the
Companies Act. However, the Exchange may require the issuer to disclose additional information.
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Appointment Of Auditors 712 (1) An issuer must appoint a suitable accounting firm to meet its audit obligations,
having regard to the adequacy of the resources and experience of the accounting firm and the persons assigned to the audit, the firm’s audit engagements, the size and complexity of the listed group being audited, and the number and experience of supervisory and professional staff assigned to the particular audit.
(2) A change in auditors must be specifically approved by shareholders in a general
meeting. The notice of meeting must incorporate: (a) confirmation from the outgoing auditors as to whether they are aware of any
professional reasons why the new auditors should not accept appointment as auditors of the issuer, and if so, to provide reasons;
(b) confirmation from the issuer as to whether there were disagreements with
the outgoing auditors on accounting treatments within the last 12 months, and if so, to provide details;
(c) confirmation from the issuer as to whether 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; and
(d) specific reasons for the change of auditors, including whether the outgoing
auditors resigned, declined to stand for election or were dismissed. 713 (1) An issuer must disclose in its annual report the date of appointment and the name
of the audit partner in charge of auditing the issuer and its group of companies. The audit partner must not be in charge of more than 5 consecutive audits for a full financial year, the first audit being for the financial year beginning on or after 1 January 1997, regardless of the date of listing. The audit partner may return after two years.
(2) If the listing of an issuer occurs after 5 consecutive audits by the same audit partner
in charge, the same audit partner may complete the audit of the financial year in which the issuer lists.
714 The Exchange may object to the appointment of an auditor. The Exchange may
require an issuer to replace its auditor if the Exchange is of the opinion that it is in the interest of shareholders to do so. This rule does not apply to a financial institution licensed or approved by the Authority.
715 (1) Subject to Rule 716, an issuer must engage the same accounting firm based in
Singapore to audit its accounts, and its Singapore-incorporated subsidiaries and significant associated companies.
(2) An issuer must engage a suitable auditor for its significant foreign-incorporated
subsidiaries and associated companies. 716 An issuer may appoint different auditors for its subsidiaries or significant associated
companies (referred to in Rule 715(1)) provided that: (1) the issuer’s board and audit committee are satisfied that the appointment would not
compromise the standard and effectiveness of the audit of the issuer; or (2) the issuer’s subsidiary or associated company, is listed on a stock exchange.
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717 An issuer must disclose in the annual report the names of the accounting firm(s) for its significant subsidiaries and associated companies.
718 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.
PART IV EQUITY SECURITIES - OTHER OBLIGATIONS Suspected Fraud Or Irregularity 719 If the audit committee of an issuer becomes aware of any suspected fraud or
irregularity, or suspected infringement of any Singapore laws or regulations or rules of the Exchange or any other regulatory authority in Singapore, which has or is likely to have a material impact on the issuer’s operating results or financial position, the audit committee must discuss such matter with the external auditor and, at appropriate times, report the matter to the board and to the sponsor. The sponsor should inform the Exchange where necessary.
. Directors and Management . 720. An issuer must comply with Rule 406(3) on a continuing basis and consult its
sponsor prior to making any changes to its board of directors. . Sale And Purchase Agreements . 721 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.
. Listing Fees . 722 An issuer must pay the annual listing fees not later than 31 January each year. Free Float 723 An issuer must ensure that at least 10% of the total number of issued shares
(excluding preference shares, convertible equity securities and treasury shares) in a class that is listed is at all times held by the public.
724 If the percentage of securities held in public hands falls below 10%: (1) The issuer must, as soon as practicable: (a) notify its sponsor of that fact; and
(b) announce that fact. (2) The Exchange may suspend trading of the class, or all the securities of the issuer. 725 The Exchange may allow the issuer a period of 3 months, or such longer period as
the Exchange may agree, to raise the percentage of securities in public hands to at least 10%. The issuer may be delisted if it fails to restore the percentage of
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securities in public hands to at least 10% after the period. Authorised Representatives 726 An issuer must appoint two authorised representatives who must be either directors
or a director and the company secretary. 727 The responsibilities of an authorised representative are as follows: (1) To be the channel of communication between the Exchange and the issuer in
circumstances where the Exchange needs to contact the issuer directly; (2) To supply the Exchange with details in writing of how he or she can be contacted,
including home and office telephone numbers and, where available, facsimile numbers. The issuer must notify the Exchange of any changes to such details;
(3) To ensure that whenever he or she is outside Singapore, suitable alternates are
appointed, available and known to the Exchange, and to supply the Exchange with details in writing of how such alternates may be contacted, including their home and office telephone numbers and, where available, facsimile numbers; and
(4) Not to terminate his or her role as authorised representative before notifying the
Exchange of: (a) the proposed termination; and
(b) the name and relevant particulars of the replacement. 728 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.
Alteration of Articles of Association 729 If an issuer amends its Articles of Association or other constituent documents, they
must be made consistent with all the Rules prevailing at the time of amendment. PART V OPERATIONAL AND TRADING MATTERS Allotment . 730 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, on the application of the issuer (through its sponsor), grant an extension of time.
. Transfers, Registration And Splitting 731 An issuer must: (1) accept for registration transfers of the issuer's securities executed on a standard
form of transfer approved by the Exchange or on such other form as may be approved by the Exchange;
(2) issue certificates in requested denominations when requested by the transferee at
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the time of lodgement of registrable transfers; (3) despatch within 10 market days after the day of lodgement of a registrable transfer,
a certificate in respect of such securities and a balance certificate for any remainder;
(4) when so requested by the transferee at the time of lodgement of a registrable
transfer, despatch the certificate in respect of those securities to the lodging broker; (5) not refuse to register or fail to register or give effect to any registrable transfer in
respect of securities issued by the issuer unless: (a) registration of the transfer would result in a contravention of or failure to
observe Singapore laws or the rules and requirements of the Exchange; or (b) the transfer is in respect of a partly paid security for which a call has been
made and is unpaid; . (6) endorse (where necessary) transfer forms with the notation “power of attorney
exhibited” or “probate exhibited” on production of the proper documents and do so without charge;
(7) split certificates within 5 market days or certify transfers within 2 market days on
lodgement of the relevant certificates as follows: "Certificate No. ....... is held in the Company's office against this transfer No. .......................... for ........................on the ..............Register. This transfer must be completed and returned within forty-two days from this date, ....... Name of Company Official Signature(s)"
(8) split provisional allotment letters within 2 market days. 732 If in the exercise of its rights under Rule 731(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.
. 733 An issuer must not charge more than $2.00 for each certificate issued. Certificates . 734 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.
. 735 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.
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Proxy Forms . 736 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 in relation to each resolution.
. Register . 737 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.
. 738 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. Documents 739 A document given to the Exchange by an entity or its sponsor, or on its or its
sponsor’s 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.
. 740 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.
. 741 Where an issue of securities is to be made overseas and is supported by an Offer
Document, a prospectus or other public documents, the Offer Document, prospectus or other public documents must be submitted to the Exchange in English. Such documents must be endorsed "Specimen - For information only".
. 742 An issuer (through its sponsor) must supply the Exchange with 40 final printed
copies (and one soft copy in Adobe Acrobat format on a CD-ROM or diskette(s)) of the following documents for public release:
(1) all periodic and special reports, circulars, etc., released or issued by the issuer for
the information of holders of any of the issuer's listed securities; and (2) the published accounts of the issuer and all documents annexed thereto, as soon
as issued. 743 Rule 742 does not apply to an announcement released to the Exchange via
SGXNET. PART VI RESPONSIBILITIES OF DIRECTORS 744 An issuer must ensure that its directors accept responsibility, collectively and
individually, for the issuer’s compliance with the Rules.
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PART VII SPONSORS 745 (1) An issuer must retain a sponsor at all times. If a sponsor undertakes introducing
activities for an issuer, the issuer must retain it as continuing sponsor for at least 3 years after admission of the listing applicant, or the enlarged group (in the case of a very substantial acquisition or reverse takeover).
(2) An issuer must have only one sponsor at a time. (3) If an issuer requires a professional to provide corporate finance advice in relation to
any corporate action, it may engage: (a) its sponsor to provide such advice; or (b) notwithstanding Rule 745(2), any other sponsor authorised by the
Exchange to provide such advice, while the continuing sponsor of the issuer retains overall management and responsibility for the corporate action.
(4) If an issuer does not have a sponsor undertaking continuing activities for it, the
Exchange will suspend the issuer until a sponsor takes on the activity. (5) The Exchange may delist an issuer that does not have a sponsor for more than 3
continuous months. 746 (1) Dealings between the Exchange and the issuer will be conducted through the
sponsor. (2) However, the Exchange may deal directly with the issuer if, in its opinion,
circumstances warrant. 747 An issuer must ensure: (1) that its written contract with its sponsor includes the minimum terms to the effect of
Appendix 7E; and (2) the mandate it gives its sponsor is sufficient to enable the sponsor to fully discharge
its obligations under these rules. 748 If asked, an issuer must allow its sponsor, in the performance of its obligations as a
sponsor to: (1) peruse any records, documents, and financial or other information; and (2) have access to its premises or other places where its records are kept; and (3) speak to any director, officer or any other employee whom the sponsor considers
relevant; and (4) speak to the issuer’s auditor. 749 An issuer must: (1) ensure that its directors and officers provide reasonable assistance to the sponsor;
and (2) authorise its auditor to provide reasonable assistance to the sponsor. 750 (1) The Exchange may at any time and for any reason resume supervision (in full or in
part) of an issuer on Catalist.
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(2) The Exchange will not normally exercise this power unless exceptional
circumstances exist. 751 An issuer must keep records of its consultations with its sponsor for at least 6 years.
The records must be sufficient to establish an audit trail of key discussions, advice and decisions involving it and its sponsor and the basis for the advice and decisions.
752 (1) An issuer must consult its sponsor about all material matters relating to compliance
with the Rules, its listing and the quotation of its securities. (2) Without limiting Rule 752(1), an issuer must consult its sponsor on documents to be
released to shareholders or to the market (including announcements, resolutions contained in notices of meetings, circulars and corporate actions) before release, to ensure that such documents are in compliance with the Rules and proper disclosure will be made. The document must display prominently the following on the front cover:
This document has been reviewed by the Company’s Sponsor, [full name of
Sponsor]. It has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.
The contact person for the Sponsor is [full name], [contact details].
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CHAPTER 8 CHANGES IN CAPITAL
PART I SCOPE OF CHAPTER 801 This Chapter deals with issuers on Catalist changing their capital either by issuing
additional equity securities or adjusting existing capital (including the issue of shares out of treasury). It also sets out the requirements and procedures for listing additional equity securities.
802 Additional requirements relating to interested person transactions or the issue of
equity securities arising from acquisitions, are set out in Chapters 9 and 10. PART II GENERAL REQUIREMENTS FOR AN ISSUE OF SECURITIES 803 An issuer must not issue securities to transfer a controlling interest without prior
approval of shareholders in general meeting. 804 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:
(1) the number of securities to be allotted to each director and associate; (2) the precise terms of the issue; and (3) that such directors and associates will abstain from exercising any voting rights on
the resolution. 805 Except as provided in Rule 806, an issuer must obtain the prior approval of
shareholders in general meeting for the following: (1) The issue of shares or convertible securities or the grant of options carrying rights to
subscribe for shares of the issuer; or (2) If a principal subsidiary of an issuer issues shares or convertible securities or
options that will or may result in: (a) the principal subsidiary ceasing to be a subsidiary of the issuer; or (b) a percentage reduction of 20% or more of the issuer's equity interest in the
principal subsidiary. For example, if the issuer has a 70% interest in a principal subsidiary, shareholder approval will be required for any issue of shares in the principal subsidiary reducing the issuer’s equity interest to 56%.
General Mandate 806 (1) Subject to Rule 803, approval by an issuer's shareholders under Rule 805(1) is not
required if shareholders had, by resolution in a general meeting, given a general
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mandate to the directors of the issuer, either unconditionally or on such conditions to issue:
(a) shares; or (b) convertible securities; or (c) additional convertible securities issued pursuant to Rule 829,
notwithstanding that the general mandate may have ceased to be in force at the time the securities are issued, provided that the adjustment does not give the holder a benefit that a shareholder does not receive; or
(d) shares arising from the conversion of the securities in (b) and (c),
notwithstanding that the general mandate may have ceased to be in force at the time the shares are to be issued.
(2) A general mandate must limit the aggregate number of shares and convertible
securities that may be issued according to the limits in Rules 806(2)(a) and (b) below. Unless prior shareholder approval is required under the Rules, an issue of treasury shares will not require further shareholder approval, and will not be included in the following limits.
(a) If shareholders approve the mandate by ordinary resolution, the limit must
be not more than 100% of the total number of issued shares excluding treasury shares, of which the aggregate number of shares and convertible securities issued other than on a pro rata basis to existing shareholders must be not more than 50% of the total number of issued shares excluding treasury shares; or
(b) If shareholders approve the mandate by special resolution, the limit on the
aggregate number of shares and convertible securities issued, whether on a pro rata or non pro rata basis, may be up to 100% of the total number of issued shares excluding treasury shares. Shareholder approval under this Rule 806(2)(b) must not be deemed by way of subscription for shares.
(3) For the purpose of Rule 806(2), the percentage of the total number of issued shares
excluding treasury shares is based on the issuer’s total number of issued shares excluding treasury shares at the time of the passing of the resolution approving the mandate after adjusting for:
(a) new shares arising from the conversion or exercise of convertible securities; (b) new shares arising from exercising share options or vesting of share awards
outstanding or subsisting at the time of the passing of the resolution approving the mandate, provided the options or awards were granted in compliance with Part VIII of Chapter 8; and
(c) any subsequent bonus issue, consolidation or subdivision of shares. (4) If the general mandate is obtained before listing, the issuer may treat its post-
invitation total number of issued shares excluding treasury shares as its total number of issued shares excluding treasury shares for the purpose of Rule 806(3).
(5) An issuer cannot rely on the general mandate for an issue of convertible securities if
the maximum number of shares to be issued upon conversion cannot be determined at the time of issue of the convertible securities.
(6) A general mandate may remain in force until the earlier of the following:
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(a) the conclusion of the first annual general meeting of the issuer following the
passing of the resolution. By a resolution passed at that meeting, the mandate may be renewed, either unconditionally or subject to conditions; or
(b) it is revoked or varied by ordinary resolution of the shareholders in general
meeting. PART III PREFERENTIAL OFFERING 807 If shareholders of an issuer are offered a specific entitlement in a new issue of
securities, or in securities of a company 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.
808 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. PART IV ISSUE OF SHARES, COMPANY WARRANTS AND CONVERTIBLE SECURITIES
FOR CASH (OTHER THAN RIGHTS ISSUE) 809 An issuer may issue shares, company warrants or other convertible securities for
cash other than by way of a rights issue. 810 An issuer which intends to issue shares, company warrants or other convertible
securities for cash must announce the issue promptly. The announcement must include the following:
(1) terms and purpose of the issue; (2) the amount of proceeds proposed to be raised; (3) breakdown of the proposed use of proceeds; (4) where the issue is proposed to be used mainly for general working capital purposes,
the issuer must provide reasons for such use taking into account its working capital position;
(5) whether the issuer’s directors are of the opinion that, after taking into consideration: (a) the present bank facilities, the working capital available to the group is
sufficient to meet its present requirements and if so, the directors must provide reasons for the issue; and
(b) the present bank facilities and net proceeds of the issue, the working capital
available to the group is sufficient to meet its present requirements; and (6) whether it has obtained a listing and quotation notice from the Exchange or will be
seeking the listing and quotation of the new shares arising from the issue. 811 (1) An issue of shares must not be priced at more than 10% discount to the weighted
average price for trades done on the Exchange for the full market day on which the placement or subscription agreement is signed. If trading in the issuer's shares is not available for a full market day, the weighted average price must be based on the
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trades done on the preceding market day up to the time the placement agreement is signed.
(2) An issue of company warrants or other convertible securities is subject to the
following requirements: (a) If the conversion price is fixed, the price must not be more than 10%
discount to the prevailing market price of the underlying shares prior to the signing of the placement or subscription agreement.
(b) If the conversion price is based on a formula, any discount in the price-fixing
formula must not be more than 10% of the prevailing market price of the underlying shares before conversion.
(3) Rule 811(1) and (2) is not applicable if specific shareholder approval is obtained for
the issue of shares, company warrants or other convertible securities. 812 (1) An issue must not be placed to any of the following persons: (a) the issuer's directors and substantial shareholders; (b) immediate family members of the directors and substantial shareholders; (c) substantial shareholders, related companies (as defined in Section 6 of the
Companies Act), associated companies and sister companies of the issuer's substantial shareholders;
(d) corporations in whose shares the issuer's directors and substantial
shareholders have an aggregate interest of at least 10%; or (e) any person who, in the opinion of the Exchange, falls within category (a) to
(d). (2) The Exchange may agree to a placement to a person in Rule 812(1) if specific
shareholder approval for such a placement has been obtained. The person, and its associates, must abstain from voting on the resolution approving the placement.
(3) The Exchange may agree to a placement to a person in Rule 812(1)(b), (c) or (d) if
it is satisfied that the person is independent and is not under the control or influence of any of the issuer's directors or substantial shareholders.
813 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.
PART V RIGHTS ISSUES 814 (1) An issuer which intends to make a rights issue must announce (having regard to
Rule 704(22) the issue promptly. The announcement must include the following: (a) price, terms and purpose of the issue; (b) the amount of proceeds proposed to be raised; (c) breakdown of the proposed use of proceeds;
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(d) where the issue is proposed to be used mainly for general working capital purposes, the issuer must provide reasons for such use taking into account its working capital position;
(e) whether the issuer’s directors are of the opinion that, after taking into
consideration: (i) the present bank facilities, the working capital available to the group
is sufficient to meet its present requirements and if so, the directors must provide reasons for the issue; and
(ii) the present bank facilities and net proceeds of the issue, the
working capital available to the group is sufficient to meet its present requirements;
(f) whether the issue will be underwritten; (g) the financial circumstances which call for the issue; and (h) whether it has obtained a listing and quotation notice from the Exchange or
will be seeking the listing and quotation of the new shares arising from the rights issue.
In addition, an issuer must observe the disclosure requirements in Appendix 8A. (2) If a rights issue involves an issue of convertible securities, the issuer must also
comply with Part VI of this Chapter. 815 An issuer must announce any significant disbursement of the proceeds raised from
the rights issue. 816 (1) Subject to Rule 816(2), a rights issue must provide for the rights to subscribe for
securities to be renounceable in part or in whole in favour of a third party at the option of the entitled shareholders.
(2) (a) An issuer can undertake non-renounceable rights issues:-
(i) subject to specific shareholders’ approval; or
(ii) in reliance on the general mandate to issue rights shares in a non-renounceable rights issue if the rights shares are priced at not more than 10% discount to the weighted average price for trades done on the Exchange for the full market day on which the rights issue is announced. If trading in the issuer’s shares is not available for a full market day, the weighted average price must be based on the trades done on the preceding market day up to the time the rights issue is announced.
(b) The non-renounceable rights issue must comply with Part V of Chapter 8 except
Rule 816(1).
817 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.
818 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.
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819 (1) An issuer must seek the Exchange’s prior approval if it decides to proceed with a rights issue without underwriting because the force majeure clause in the underwriting agreement was invoked before commencement of ex-rights trading.
(2) Upon receipt of the Exchange’s approval, the issuer must announce immediately
that the rights issue will proceed without underwriting. 820 The following requirements apply to a rights issue that is not underwritten: (1) The rights issue cannot be withdrawn after the commencement of ex-rights trading. (2) The Exchange may permit the issuer to scale down a shareholder’s application to
subscribe for the rights issue to avoid placing the shareholder in the position of incurring a mandatory bid obligation under the Takeover Code as a result of other shareholders not taking up their rights entitlement fully.
821 No date must be fixed for the closing of books until the Exchange has issued a
listing and quotation notice. 822 An issuer must issue the following to persons entitled within 2 market days (within 5
market days in the case of a scrip counter), or such longer period as the Exchange may approve, after a books closure date:
(1) Letter of Entitlement; (2) Subsidiary Rights Application Form ("SRAF"), incorporating the Form of Acceptance
and Excess Shares Application; and (3) Such other documents as the Exchange may require. 823 (1) An issuer making a rights issue must, having regard to Practice Note 8A, provide a
proposed time-table to the Exchange showing the following dates: (a) books closure date to determine rights entitlement; (b) commencement of trading of nil-paid rights; (c) last day for exercise and payment of rights; and (e) last day for receipt and acceptance of SRAFs.
(2) An issuer making a rights issue must observe any time-table published by the
Exchange. PART VI ISSUE OF COMPANY WARRANTS AND OTHER CONVERTIBLE SECURITES 824 Every issue of company warrants or other convertible securities not covered under
a general mandate must be specifically approved by shareholders in general meeting.
825 The number of new shares arising from the exercise/conversion of outstanding
company warrants or other convertible securities must in aggregate not exceed 50% of the total number of issued shares excluding treasury shares.
826 When listing company warrants or other convertible securities, the issuer should
ensure 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.
827 Company warrants or other convertible securities may be listed only if the
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underlying securities are (or will become at the same time) one of the following: (1) A class of equity securities listed on the Exchange. (2) A class of equity securities listed or dealt in on a stock market approved by the
Exchange. 828 Each company warrant must: (1) give the registered holder the right to subscribe for or buy one share in the total
number of issued shares excluding treasury shares of the issuer; and (2) not be expressed in terms of dollar value. 829 The terms of the issue must provide for: (1) adjustment to the exercise or conversion price and, where appropriate, the number
of company warrants or other convertible securities, in the event of rights, bonus or other capitalisation issues;
(2) the expiry of the company warrants or other convertible securities to be announced,
and notice of expiry to be sent to all holders of the company warrants or other convertible securities at least 1 month before the expiration date; and
(3) Any material alteration to the terms of company warrants or other convertible
securities after issue to the advantage of the holders of such securities to be approved by shareholders, except where the alterations are made pursuant to the terms of the issue.
830 An issuer must announce any adjustment made pursuant to Rule 829(1). 831 An issuer must not: (a) extend the exercise period of an existing company warrant; (b) issue a new company warrant to replace an existing company warrant; (c) change the exercise price of an existing company warrant except where the
alterations are made pursuant to the terms of an issue pursuant to Rule 829(1); or
(d) change the exercise ratio of an existing company warrant. 832 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:
(1) The maximum number of the underlying securities which would be issued or
transferred on exercise or conversion of the company warrants or other convertible securities.
(2) The period during which the company warrants or other convertible securities may
be exercised and the dates when this right commences and expires. (3) The amount payable on the exercise of the company warrants or other convertible
securities. (4) The arrangements for transfer or transmission of the company warrants or other
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convertible securities. (5) The rights of the holders on the liquidation of the issuer. (6) The arrangements for the variation in the subscription or purchase price and in the
number of company warrants or other convertible securities in the event of alterations to the share capital of the issuer.
(7) The rights (if any) of the holders to participate in any distributions and/or offers of
further securities made by the issuer. (8) A summary of any other material terms of the company warrants or other
convertible securities. (9) The purpose for and use of proceeds of the issue, including the use of future
proceeds arising from the conversion/exercise of the company warrants or other convertible securities.
(10) The financial effects of the issue to the issuer. 833 The following additional requirements apply to an offer of company warrants or
other convertible securities by way of a rights issue or bought deal: (1) The issuer’s announcement of the rights issue or bought deal must include either: (a) the exercise or conversion price of the company warrants or other
convertible securities, or (b) a price-fixing formula to determine the exercise or conversion price. The
price-fixing formula must not contain any discretionary element and the amount of premium or discount (in relation to the underlying share price) must be specified.
(2) Where a price-fixing formula is adopted: (a) if the issue is not underwritten, the issuer must fix and announce the
exercise or conversion price before the close of the offer; or (b) if the issue is underwritten, the issuer must fix and announce the exercise or
conversion price before the commencement of nil-paid rights trading. (3) An offer of company warrants or convertible securities by way of a bought deal must
comply with Part V of this Chapter. 834 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.
835 An issuer making a bonus issue of company warrants must also comply with Rules
836 and 837. PART VII BONUS ISSUES, CAPITALISATION ISSUES AND SUBDIVISION OF SHARES 836 An issuer that intends to make a capitalization issue or a subdivision of shares must
promptly make an announcement, stating the following:
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(1) The terms of the issue or the subdivision; and (2) Whether the issuer has obtained a listing and quotation notice from the Exchange. 837 No date must be fixed for the closing of books until the Exchange has issued a
listing and quotation notice in respect of the capitalisation issue or subdivision of shares.
838 The daily weighted average price of an issuer’s quoted securities, adjusted for the
capitalization issue or subdivision of shares (“adjusted price”), must not be less than $0.20, taking into account the issuer’s adjusted price for the month preceding the application date.
839 An issuer making a capitalisation 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.
840 An issuer must not capitalise: (1) more than 50% of the amount standing in the revaluation reserve account; and (2) any surplus arising from the revaluation of fixed assets such as plant and
machinery. 841 An issuer should avoid creating odd lots as far as possible. PART VIII SHARE OPTION SCHEMES OR SHARE SCHEMES 842 (1) An issuer’s subsidiaries must also comply with Rules 843 to 860 in relation to share
option schemes or share schemes implemented by them. (2) Rule 842(1) does not apply to the share option scheme or share scheme of an
issuer’s subsidiary which is listed on an approved exchange that has rules which safeguard the interests of shareholders according to similar principles in Part VIII.
(3) The approval of an issuer’s shareholders must be obtained for any share option
scheme or share scheme implemented by: (a) the issuer; and (b) a principal subsidiary of the issuer if the scheme may cause Rule 805(2) to
apply. (4) If shareholder approval is not required pursuant to Rule 842(3), an issuer must
announce the principal terms of any such share option scheme or share scheme implemented by its subsidiaries.
Terms of Schemes 843 Participation in a scheme must be restricted to directors and employees of the
issuer and its subsidiaries, except that: (1) directors and employees of an associated company of the issuer may participate in
the scheme if the issuer has control over the associated company.
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(2) directors and employees of the issuer's parent company and its subsidiaries who have contributed to the success and development of the issuer may participate in the scheme .
844 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.
845
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.
846
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.
847 The voting, dividend, transfer and other rights attached to the securities, including
those arising from a liquidation of the issuer must be stated. 848 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.
849 (1) A scheme must provide for adjustment of the subscription or option price or the
number or amount of securities under the scheme not already allotted, in the event of a capitalisation issue and other circumstances (e.g. rights issue, capital reduction, sub-division or consolidation of shares or distribution).
(2) The adjustment must be made in such a way that a participant will not receive a
benefit that a shareholder does not receive. (3) The issue of securities as consideration for an acquisition will normally not be
regarded as a circumstance requiring adjustment. (4) Adjustments other than on a capitalisation issue must be confirmed in writing by
the company's auditors to be fair and reasonable. 850 The scheme must provide that the provisions relating to the matters contained in
Rules 843 to 848, and Rules 852 to 853 cannot be altered to the advantage of the participants without prior shareholder approval.
851 (1) An issuer must provide in the scheme that the following disclosure will be made in
its annual report: (a) The names of the members of the committee administering the scheme. (b) The information required in the table below for the following participants: (i) directors of the issuer; (ii) participants who are controlling shareholders of the issuer and their
associates; and (iii) participants, other than those in Rule 851(1)(b)(i) and (ii) above,
who receive 5% or more of the total number of options available under the scheme;
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(c) In respect of options granted to directors and employees of the parent
company and its subsidiaries: (i) The names of and number and terms of options granted to each
director or employee of the parent company and its subsidiaries who receives 5% or more of the total number of options available to all directors and employees of the parent company and its subsidiaries under the scheme, during the financial year under review; and
(ii) The aggregate number of options granted to the directors and
employees of the parent company and its subsidiaries for the financial year under review, and since the commencement of the scheme to the end of the financial year under review.
(d) The number and proportion of options granted at a discount during the
financial year under review in respect of every 10% discount range, up to the maximum quantum of discount granted.
(2) If any of the requirements in Rule 851(1) is not applicable, an appropriate negative
statement must be included. Shareholder Approval 852 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 for each person and to approve the actual number and terms of options to be granted to that participant.
853 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.
854 When seeking shareholder approval, an issuer must explain the basis for the
following in the circular: (1) Participation by, and the specific grant of options to, each of the controlling
shareholders or their associates; (2) Participation by, and the grant of options to, directors and employees of the parent
company and its subsidiaries; (3) Participation by non-executive directors;
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(4) Participation by directors and employees of the associated companies; (5) Discount quantum; and (6) Size of the scheme. 855 An issuer must briefly describe in the circular the potential cost to it arising from the
grant of options. 856 (1) An issuer must disclose the terms of the scheme or a summary of the principal
terms in the circular. The summary must contain all the information required under Rules 843 to 848, and Rules 852 to 853.
(2) If only a summary is disclosed, the issuer must make the terms of the scheme
available for inspection at its registered office for at least 14 days before the date of the general meeting.
857 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. 858 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).
859 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:
(1) the parent company (and its associates); and (2) directors and employees of the parent company (and its subsidiaries), who are also
shareholders and are eligible to participate in the scheme. 860 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:
(1) total numbers of shares reserved and allotted; (2) number of participants; (3) any material conditions to which the options are subject; and (4) the following details of options granted to directors of the issuer, and participants
who are controlling shareholders and their associates: (a) dates options were granted; (b) number of shares offered under the options; and (c) number of shares allotted upon exercise of options.
PART IX SCRIP DIVIDEND SCHEMES 861 Any scheme which enables shareholders to elect to receive shares in lieu of the
cash amount of any dividend must comply with the following:-
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(1) The scheme must be announced via SGXNET. The announcement must state the following:-
(a) any tax advantage if a shareholder elects to receive shares in lieu of cash, or an appropriate negative statement;
(b) whether a shareholder who elects to receive shares may receive odd lots; (c) that a shareholder who will breach any shareholding restriction imposed by
Singapore law or prescribed in the Articles of Association of the issuer by receiving shares is not eligible to participate in the scheme for that dividend;
(d) that a person receiving shares under the scheme may be required to comply
with the Takeover Code; and (e) the treatment of fractional entitlements arising from the allotment of new
shares pursuant to the scheme. (f) whether the issue of shares under the scheme will require shareholders’
approval under the Companies Act and/or any other applicable statutory requirement, and if so, to disclose whether the issuer is relying on a general mandate that is currently in force or will be obtaining specific shareholders’ approval for the issue of new shares under the scheme.
(2) All shareholders must be eligible to participate in the scheme, subject to any
shareholding restriction imposed by any statute, law or regulation in Singapore or prescribed in the Articles of Association of the issuer. The scheme may provide that shareholders may make a permanent election to participate in the scheme for all future dividends or may elect for each dividend.
(3) Notwithstanding Rule 861(2), an issuer may determine that foreign shareholders will
not be eligible to participate if: (a) they have not supplied CDP or the issuer (as the case may be), addresses
in Singapore for services of notices, or (b) the participation of foreign shareholders will result in a breach of regulations
or is not permitted by the relevant authorities of the jurisdictions in which the foreign shareholders are located.
In addition, if any foreign shareholding limit computed as at the Books Closure Date
(“BCD”) will be breached (assuming that all foreign shareholders elect for shares), the scheme shall not apply for that dividend and the cash amount of the dividend declared will be paid in the usual way.
(4) The issue price of shares allotted pursuant to the scheme must be determined in
accordance with a formula based on the market price, but any discount must not exceed 10% of the market price.
(5) The dividend payment date for a dividend where a share alternative is offered must
be not less than 30 market days, but not more than 35 market days, after the BCD. (6) For the avoidance of doubt, the scheme must allow shareholders to receive
dividends in cash. 862 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 BCD for that particular
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dividend. PART X LISTING OF ADDITIONAL SECURITIES 863 The Exchange will normally admit the securities to Catalist on receipt of conforming
documents from the sponsor. However, the Exchange may, in its absolute discretion, impose conditions on the listing of the securities, or delay or refuse the listing. 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.
864 The following sets out the usual steps in the additional listing process (other than for
rights issues): (1) (a) The issuer makes the appropriate announcement; (b) The sponsor submits an additional listing confirmation required in Part I of
Appendix 8B to the Exchange; (c) The issuer obtains shareholder approval (if required); (d) The issuer announces receipt of the listing and quotation notice from the
Exchange; (e) The issuer fixes the books closure and entitlement dates (if applicable) and
the sponsor informs the Exchange; (f) The issuer allots and issues the securities; (g) The sponsor submits the confirmation required in Part II of Appendix 8B to
the Exchange; and (h) The securities are admitted to Catalist. Where applicable, an offer information statement must be lodged under section
277(1)(b) of the SFA with the Exchange acting as agent of the Authority. The written consents provided by experts, issue managers and underwriters under sections 277(5) and 277(6) of the SFA, must be lodged with the Exchange (acting as agent of the Authority) at the same time as the lodgement of the offer information statement.
(2) Where shares are issued pursuant to the exercise or conversion of convertible
securities for which listing and quotation notice has been received from the Exchange, the issuer need not follow the procedures set out in Rule 864(1). The listing of such securities must comply with the following procedures:
(a) The issuer issues and allots the shares; (b) The sponsor submits a notification in accordance with Appendix 8C to the
Exchange; (c) The Exchange informs the sponsor of the listing of the shares; (d) The securities are admitted to Catalist. 865 An offer information statement lodged under section 277(1)(b) of the SFA with the
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Exchange acting as agent of the Authority, must meet the following requirements: (1) It must comply with applicable law and, in particular, Parts II to X of the Sixteenth
Schedule, Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 (“Sixteenth Schedule”), where a reference to the “Authority” shall mean a reference to the Exchange.
(2) It must include on the front cover the following: (a) the date of lodgement of the offer information statement, (b) the name of the entity in respect of which the securities are being offered, its
place of incorporation or constitution, the date of incorporation or constitution and the name of its sponsor,
(c) the following statements: (i) This document is important. If you are in any doubt as to the action
you should take, you should consult your legal, financial, tax, or other professional adviser(s).
(ii) The securities offered are issued by an entity whose shares are
listed for quotation on Catalist. (iii) An application has been made for permission for the securities to be
listed for quotation on Catalist. (iv) Companies listed on Catalist may carry higher investment risk when
compared with larger or more established companies listed on the SGX Main Board. In particular, companies may list on Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the securities traded on Catalist. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.
(v) This offer is made in or accompanied by an offer information
statement that has been lodged with the Singapore Exchange Securities Trading Limited (“the Exchange”) acting as agent on behalf of the Monetary Authority of Singapore (“the Authority”).
(vi) Neither the Authority nor the Exchange has examined or approved
the contents of this document. Neither the Authority nor the Exchange assumes any responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document. Neither the Authority nor the Exchange has in any way considered the merits of the securities being offered for investment.
(vii) The lodgement of this offer information statement with the
Exchange does not imply that the SFA, or any other legal or regulatory requirements, or requirements in the Exchange’s listing rules, have been complied with.
(viii) Acceptance of applications will be conditional upon issue of the
securities and upon listing of the issued securities of the issuer. Monies paid in respect of any application accepted will be returned
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if the listing of the securities does not proceed. (ix) After the expiration of 6 months from the date of lodgement of this
offer information statement, no person shall make an offer of securities, or allot, issue or sell any securities, on the basis of this offer information statement; and no officer or equivalent person or promoter of the entity or proposed entity will authorise or permit the offer of any securities or the allotment, issue or sale of any securities, on the basis of this offer information statement.
(3) If the sponsor acts as issue manager to the offer of securities, the sponsor must
also be named as issue manager in the offer information statement. (4) The Exchange may waive the application of any requirement in the Rules relating to
the form or content of an offer information statement to any person or any offer information statement, subject to conditions or restrictions as may be imposed by the Exchange.
PART XI SHARE BUY-BACK Shareholder Approval 866 An issuer may purchase its own shares ("share buy-back") if it has obtained the
prior specific approval of shareholders in general meeting. 867 A share buy-back may only be made by way of on-market purchases transacted
through the Exchange's Central Limit Order Book trading system or on another stock exchange on which the issuer's equity securities are listed ("market acquisition") or by way of an off-market acquisition in accordance with an equal access scheme as defined in Section 76C of the Companies Act.
868 For the purpose of obtaining shareholder approval, the issuer must provide at least
the following information to shareholders: (1) The information required under the Companies Act; (2) The reasons for the proposed share buy-back; (3) The consequences, if any, of share purchases by the issuer that will arise under the
Takeover Code or other applicable takeover rules; (4) Whether the share buy-back, if made, could affect the listing of the issuer’s equity
securities on the Exchange; and (5) Details of any share buy-back made by the issuer in the previous 12 months
(whether market acquisitions or off-market acquisitions in accordance with an equal access scheme), giving the total number of shares purchased, the purchase price per share or the highest and lowest prices paid for the purchases, where relevant, and the total consideration paid for the purchases.
(6) Whether the shares purchased by the issuer will be cancelled or kept as treasury
shares. Dealing Restriction 869 An issuer may only purchase shares by way of a market acquisition at a price which
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is not more than 5% above the average closing market price. For this purpose, the average closing market price is:
(1) the average of the closing market prices of the shares over the last 5 market days,
on which transactions in the share were recorded, before the day on which the purchases are made; and
(2) deemed to be adjusted for any corporate action that occurs after the relevant 5-day
period. Off-market Acquisition On An Equal Access Scheme 870 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:
(1) Terms and conditions of the offer; (2) Period and procedures for acceptances; and (3) Information in Rule 868 (2), (3), (4) and (5). Announcement of Share Buy-Back 871 (1) An issuer must announce any share buy-back as follows: (a) In the case of a market acquisition, by 9.00 am on the market day following
the day on which it purchased shares, (b) In the case of an off market acquisition under an equal access scheme, by
9.00 am on the second market day after the close of acceptances of the offer.
(2) The announcement must be in the form of Appendix 8D. PART XII ANNOUNCEMENT OF CHANGES IN CAPITAL 872 Any proposed capital change must be disclosed immediately.
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CHAPTER 9 INTERESTED PERSON TRANSACTIONS
PART I SCOPE OF CHAPTER 901 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.
. 902 In applying these rules, regard must be given to: (1) the objective of this Chapter; and (2) the economic and commercial substance of the interested person transaction,
instead of legal form and technicality. 903 Apart from the rules in this Chapter, an issuer must also observe applicable
requirements in Chapter 10. PART II DEFINITIONS 904 For the purposes of this Chapter, the following definitions apply: (1) “approved exchange” means a stock exchange that has rules which safeguard the
interests of shareholders against interested person transactions according to similar principles to this Chapter.
(2) "entity at risk" means: (a) the issuer; (b) a subsidiary of the issuer that is not listed on the Exchange or an approved
exchange; or (c) an associated company of the issuer that is not listed on the Exchange or
an approved exchange, provided that the listed group, or the listed group and its interested person(s), has control over the associated company.
(3) "financial assistance" includes: (a) the lending or borrowing of money, the guaranteeing or providing security
for a debt incurred or the indemnifying of a guarantor for guaranteeing or providing security; and
(b) the forgiving of a debt, the releasing of or neglect in enforcing an obligation
of another, or the assuming of the obligations of another. (4) "interested person" means: (a) a director, chief executive officer, or controlling shareholder of the issuer; or (b) an associate of any such director, chief executive officer, or controlling
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shareholder. (5) “interested person transaction” means a transaction between an entity at risk and
an interested person. (6) "transaction" includes: (a) the provision or receipt of financial assistance; (b) the acquisition, disposal or leasing of assets; (c) the provision or receipt of services; (d) the issuance or subscription of securities; (e) the granting of or being granted options; and (f) the establishment of joint ventures or joint investments; whether or not in the ordinary course of business, and whether or not entered into
directly or indirectly (for example, through one or more interposed entities). PART III GENERAL REQUIREMENTS 5905 (1) An issuer must make an immediate announcement of any interested person
transaction of a value equal to, or more than, 3% of the group’s latest audited net tangible assets.
(2) If the aggregate value of all transactions entered into with the same interested
person during the same financial year amounts to 3% or more of the group’s latest audited net tangible assets, the issuer must make an immediate announcement of the latest transaction and all future transactions entered into with that same interested person during that financial year.
(3) Rule 905(1) and (2) does not apply to any transaction below $100,000. 906 (1) An issuer must obtain shareholder approval for any interested person transaction of
a value equal to, or more than: (a) 5% of the group’s latest audited net tangible assets; or (b) 5% of the group’s latest audited net tangible assets, when aggregated with
other transactions entered into with the same interested person during the same financial year. However, a transaction which has been approved by shareholders, or is the subject of aggregation with another transaction that has been approved by shareholders, need not be included in any subsequent aggregation.
(2) Rule 906(1) does not apply to any transaction below $100,000. 907 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 and the corresponding aggregate value of the interested person transactions entered into with the same interested person must be presented in the following format:
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908 In interpreting the term "same interested person" for the purpose of aggregation in Rules 905 and 906, the following applies:
(1) Transactions between an entity at risk and interested persons who are members of
the same group are deemed to be transactions between the entity at risk with the same interested person.
(2) If an interested person, (which is a member of a group) is listed, its transactions
with the entity at risk need not be aggregated with transactions between the entity at risk and other interested persons of the same group, provided that the listed interested person and other listed interested persons have boards the majority of whose directors are different and are not accustomed to act on the instructions of the other interested persons and their associates and have audit committees whose members are completely different. As an example, Entity-At-Risk A, Listed B and Listed C are all subsidiaries of Ultimate D. Listed B, Listed C and Ultimate D have boards, the majority of whose directors are different and are not accustomed to act on the instructions of Ultimate D and its associates and have audit committees whose members are completely different. Transactions between Entity-At-Risk A and Listed B need not be aggregated with transactions between Entity-At-Risk A and Listed C or with transactions between Entity-At-Risk A and Ultimate D.
909 The value of a transaction is the amount at risk to the issuer. This is illustrated by
the following examples: (1) In the case of a partly-owned subsidiary or associated company, the value of the
transaction is the issuer's effective interest in that transaction; (2) In the case of a joint venture, the value of the transaction includes the equity
participation, shareholders' loans and guarantees given by the entity at risk; and (3) In the case of borrowing of funds from an interested person, the value of the
transaction is the interest payable on the borrowing. In the case of lending of funds to an interested person, the value of the transaction is the interest payable on the loan and the value of the loan.
PART IV SALE OF PROPERTY UNITS 910 (1) An issuer must announce a sale or proposed sale of any units of its local property
projects or those of its entity at risk to an interested person or a relative of a director, chief executive officer or controlling shareholder within two weeks of the sale or proposed sale, regardless of whether the sale or proposed sale is required to be announced under Rule 905.
(2) An issuer is required to comply with Rule 905 for a sale or proposed sale of any
units of its non-local property projects, or those of its entity at risk, to its interested person.
911 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.
912 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,
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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.
913 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.
914 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.
PART V EXCEPTIONS 915 The following transactions are not required to comply with Rules 905, 906 and 907: . (1) A payment of dividends, a subdivision of shares, an issue of securities by way of a
bonus issue, a preferential offer, or an off-market acquisition of the issuer’s shares, made to all shareholders on a pro-rata basis, including the exercise of rights, options or company warrants granted under the preferential offer.
(2) The grant of options, and the issue of securities pursuant to the exercise of options,
under an employees' share option scheme for which a listing and quotation notice has been issued by the Exchange.
(3) A transaction between an entity at risk and an investee company, where the
interested person's interest in the investee company, other than that held through the issuer, is less than 5%.
(4) A transaction in marketable securities carried out in the open market where the
counterparty's identity is unknown to the issuer at the time of the transaction. (5) A transaction between an entity at risk and an interested person for the provision of
goods or services if: (a) the goods or services are sold or rendered based on a fixed or graduated
scale, which is publicly quoted; and (b) the sale prices are applied consistently to all customers or class of
customers. Such transactions include telecommunication and postal services, public utility
services, and sale of fixed price goods at retail outlets. (6) The provision of financial assistance or services by a financial institution that is
licensed or approved by the Monetary Authority of Singapore, on normal commercial terms and in the ordinary course of business.
. (7) The receipt of financial assistance or services from a financial institution that is
licensed or approved by the Authority, on normal commercial terms and in the ordinary course of business.
. (8) Director's fees and remuneration, and employment remuneration (excluding “golden
parachute” payments).
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916 The following transactions are not required to comply with Rule 906: (1) The entering into, or renewal of a lease or tenancy of real property of not more than
3 years if the terms are supported by independent valuation. (2) Investment in a joint venture with an interested person if: (a) the risks and rewards are in proportion to the equity of each joint venture
partner; (b) the issuer confirms by an announcement that its audit committee is of the
view that the risks and rewards of the joint venture are in proportion to the equity of each joint venture partner and the terms of the joint venture are not prejudicial to the interests of the issuer and its minority shareholders; and
(c) the interested person does not have an existing equity interest in the joint
venture prior to the participation of the entity at risk in the joint venture. (3) The provision of a loan to a joint venture with an interested person if: (a) the loan is extended by all joint venture partners in proportion to their equity
and on the same terms; (b) the interested person does not have an existing equity interest in the joint
venture prior to the participation of the entity at risk in the joint venture; and (c) the issuer confirms by an announcement that its audit committee is of the
view that: 1. the provision of the loan is not prejudicial to the interests of the
issuer and its minority shareholders; and 2. the risks and rewards of the joint venture are in proportion to the
equity of each joint venture partner and the terms of the joint venture are not prejudicial to the interests of the issuer and its minority shareholders.
(4) The award of a contract by way of public tender to an interested person if: (a) the awarder entity at risk announces following information: (i) the prices of all bids submitted; (ii) an explanation of the basis for selection of the winning bid; and (b) both the listed bidder (or if the bidder is unlisted, its listed parent company)
and listed awarder (or if the awarder is unlisted, its listed parent company) have boards, the majority of whose directors are different and are not accustomed to act on the instructions of the interested person or its associates and have audit committees whose members are completely different.
(5) The receipt of a contract which was awarded by way of public tender, by an
interested person if: (a) the bidder entity at risk announces the prices of all bids submitted; and (b) both the listed bidder (or if the bidder is unlisted, its listed parent company)
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and listed awarder (or if the awarder is unlisted, the listed parent company) have boards, the majority of whose directors are different and are not accustomed to act on the instructions of the interested person or its associates and have audit committees whose members are completely different.
PART VI ANNOUNCEMENT REQUIREMENTS 917 An announcement under Rule 905 must contain all of the following information: . (1) Details of the interested person transacting with the entity at risk, and the nature of
that person's interest in the transaction. (2) Details of the transaction including relevant terms of the transaction, and the bases
on which the terms were arrived at. (3) The rationale for, and benefit to, the entity at risk. (4) (a) A statement: (i) whether or not the audit committee of the issuer is of the view that
the transaction is on normal commercial terms, and is not prejudicial to the interests of the issuer and its minority shareholders; or
(ii) that the audit committee is obtaining an opinion from an
independent financial adviser before forming its view, which will be announced subsequently.
(b) Transactions that satisfy Rule 916(1), (2) and (3) are not required to comply
with Rule 917(4)(a). (5) The current total for the financial year of all transactions with the particular
interested person whose transaction is the subject of the announcement and the current total of all interested person transactions for the same financial year.
PART VII SHAREHOLDER APPROVAL . 918 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.
. 919 In a meeting to obtain shareholder approval, the interested person and any
associate of the interested person must not vote on the resolution. PART VIII GENERAL MANDATE 920 (1) An issuer may seek a general mandate from shareholders for recurrent transactions
of a revenue or trading nature or those necessary for its day-to-day operations such as the purchase and sale of supplies and materials, but not in respect of the purchase or sale of assets, undertakings or businesses. A general mandate is subject to annual renewal.
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(a) An issuer must: (i) disclose the general mandate in the annual report, giving details of
the aggregate value of transactions conducted pursuant to the general mandate during the financial year. The disclosure must be in the form set out in Rule 907; and
(ii) announce the aggregate value of transactions conducted pursuant
to the general mandate for the financial periods which it is required to report on pursuant to Rule 705 within the time required for the announcement of such report. The disclosure must be in the form set out in Rule 907.
(b) A circular to shareholders seeking a general mandate must include: (i) the class of interested persons with which the entity at risk will be
transacting; (ii) the nature of the transactions contemplated under the mandate; (iii) the rationale for, and benefit to, the entity at risk; (iv) the methods or procedures for determining transaction prices; (v) the independent financial adviser’s opinion on whether the methods
or procedures in (iv) are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the issuer and its minority shareholders;
(vi) an opinion from the audit committee if it takes a different view to the
independent financial adviser; (vii) a statement from the issuer that it will obtain a fresh mandate from
shareholders if the methods or procedures in (iv) become inappropriate; and
(viii) a statement that the interested person will abstain, and has
undertaken to ensure that its associates will abstain, from voting on the resolution approving the transaction.
(c) An independent financial adviser’s opinion is not required for the renewal of
a general mandate provided that the audit committee confirms that: (i) the methods or procedures for determining the transaction prices
have not changed since last shareholder approval; and (ii) the methods or procedures in Rule 920(1)(c)(i) are sufficient to
ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the issuer and its minority shareholders.
(d) Transactions conducted under a general mandate are not separately
subject to Rules 905 and 906. (2) If the information in Rule 920(1)(b) is included in a offer document issued in
connection with a listing of an issuer, the issuer may treat a general mandate as having been given. The mandate will be effective until the earlier of the following:
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(a) The first annual general meeting of the issuer following listing; or (b) The first anniversary of the listing date. PART IX CIRCULAR REQUIREMENTS . 921 Except in the case of a general mandate, if shareholder approval is required, the
circular to shareholders must include: . (1) Details of the interested person transacting with the entity at risk, and the nature of
that person's interest in the transaction. (2) Details of the transaction (and all other transactions which are the subject of
aggregation pursuant to Rule 906) including relevant terms of the transaction, and the bases on which the terms were arrived at.
(3) The rationale for, and benefit to, the entity at risk. (4) (a) An opinion in a separate letter from an independent financial adviser stating
whether the transaction (and all other transactions which are the subject of aggregation pursuant to Rule 906):
(i) is on normal commercial terms, and (ii) is prejudicial to the interests of the issuer and its minority
shareholders. (b) However, the opinion from an independent financial adviser is not required
for the following transactions. Instead, an opinion from the audit committee in the form required in Rule 917(4)(a) must be disclosed:
(i) The issue of shares pursuant to Part IV of Chapter 8, or the issue of
other securities of a class that is already listed, for cash. (ii) Purchase or sale of any real property where:
• the consideration for the purchase or sale is in cash; • an independent professional valuation has been obtained
for the purpose of the purchase or sale of such property; and
• the valuation of such property is disclosed in the circular. (5) An opinion from the audit committee, if it takes a different view to the independent
financial adviser. (6) All other information known to the issuer or any of its directors that is material to
shareholders in deciding whether it is in the interests of the issuer to approve the transaction. Such information includes, from an economic and commercial point of view, the true potential costs and detriments of, or resulting from, the transaction, including opportunity costs, taxation consequences, and benefits forgone by the entity at risk.
(7) A statement that the interested person will abstain, and has undertaken to ensure
that its associates will abstain, from voting on the resolution approving the transaction.
.
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PART X PROCEDURES 922 The Exchange will not entertain any application for waiver of any of the provisions
of this Chapter.
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CHAPTER 10 ACQUISITIONS AND REALISATIONS
PART I SCOPE OF CHAPTER 1001 This Chapter sets out the rules for transactions by issuers, principally acquisitions
and realisations. 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.
PART II DEFINITIONS . 1002 Unless the context otherwise requires: (1) "transaction" refers to the acquisition or disposal of assets by an issuer or a
subsidiary that is not listed on the Exchange or an approved Exchange, including an option to acquire or dispose of assets. It excludes an acquisition or disposal which is in, or in connection with, the ordinary course of its business or of a revenue nature.
. (2) "assets" includes securities and business undertaking(s). (3) (a) “net assets” means total assets less total liabilities. (b) “net profits” means profit or loss before income tax, minority interests and
extraordinary items. (c) the net asset and net profit figures used for comparison with the
transaction(s) under consideration will be taken from the latest announced consolidated accounts. The Exchange may allow the issuer’s net asset value or net profit to be adjusted to take into account any transaction(s) completed subsequent to the latest announced consolidated accounts provided that adequate information about such transaction(s) has already been announced to shareholders.
(4) “market value” means the weighted average price of the issuer’s shares transacted
on the market day preceding the date of the sale and purchase agreement. (5) “market capitalisation” of the issuer is determined by multiplying the number of
shares in issue by the weighted average price of such shares transacted on the market day preceding the date of the sale and purchase agreement.
PART III BASIS OF VALUATION 1003 In determining the basis of valuation of a transaction, the following rules apply: (1) In any acquisition or disposal of shares, the value will be assessed by reference to: (a) in the case of unlisted shares, the net asset value represented by such
shares; and
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(b) in the case of listed shares, the market value represented by such shares. (2) In any acquisition or disposal of assets other than shares, the value will be
assessed by reference to the book value of the assets or, if a valuation has been carried out for the purpose of the acquisition or disposal, the market value of the assets.
(3) Where the consideration is in the form of shares, the value of the consideration
shall be determined by reference either to the market value of such shares or the net asset value represented by such shares, whichever is higher.
PART IV CLASSIFICATION OF TRANSACTIONS . 1004 Transactions are classified into the following categories:
(a) non-discloseable transactions; (b) discloseable transactions; (c) major transactions; and (d) very substantial acquisitions or reverse takeovers.
. 1005 In determining whether a transaction falls into category (a), (b), (c) or (d) of Rule
1004, the sponsor may aggregate separate transactions completed within the last 12 months and treat them as if they were one transaction. The Exchange retains the discretion to determine whether the aggregation was correctly applied, and/or to direct the sponsor to aggregate other transactions.
. 1006 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: (a) The net asset value of the assets to be disposed of, compared with the
group’s net asset value. This basis is not applicable to an acquisition of assets.
(b) The net profits attributable to the assets acquired or disposed of, compared
with the group’s net profits. (c) The aggregate value of the consideration given or received, compared with
the issuer’s market capitalisation based on the total number of issued shares excluding treasury shares.
(d) The number of equity securities issued by the issuer as consideration for an
acquisition, compared with the number of equity securities previously in issue.
(e) The aggregate volume or amount of proven and probable reserves to be
disposed of, compared with the aggregate of the group’s proven and probable reserves. This basis is applicable to a disposal of mineral, oil or gas assets by a mineral, oil and gas company, but not to an acquisition of such assets.
1007 (1) If any of the relative figures computed pursuant to Rule 1006 is a negative figure,
this Chapter may still be applicable to the transaction at the discretion of the Exchange. The sponsor should consult the Exchange.
(2) Where the disposal of an issuer’s interest in a subsidiary is undertaken in
conjunction with an issue of shares by that subsidiary, the relative figures in Rule
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1006 must be computed based on the disposal and the issue of shares. PART V NON-DISCLOSEABLE TRANSACTIONS 1008 (1) Unless Rule 703, 905 or 1009 applies, no announcement of the transaction is
required if all of the relative figures computed on the bases set out in Rule 1006 amount to 5% or less.
(2) However, if the issuer wishes to announce the transaction, the announcement must
include: (a) details of the consideration as required in Rule 1010(3); and (b) the value of assets acquired or disposed of as required in Rule 1010(5). . . 1009 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.
PART VI DISCLOSEABLE TRANSACTIONS 1010 Where any of the relative figures computed on the bases set out in Rule 1006
exceeds 5%, an issuer must, after terms have been agreed, immediately announce the following:
(1) Particulars of the assets acquired or disposed of, including the name of any
company or business, where applicable. (2) A description of the trade carried on, if any. (3) The aggregate value of the consideration, stating the factors taken into account in
arriving at it and how it will be satisfied, including the terms of payment. (4) Whether there are any material conditions attaching to the transaction including a
put, call or other option and details thereof. (5) The value (book value, net tangible asset value and the latest available open
market value) of the assets being acquired or disposed of, and in respect of the latest available valuation, the value placed on the assets, the party who commissioned the valuation and the basis and date of such valuation.
(6) In the case of a disposal, the excess or deficit of the proceeds over the book value,
and the intended use of the sale proceeds. In the case of an acquisition, the source(s) of funds for the acquisition.
(7) The net profits attributable to the assets being acquired or disposed of. In the case
of a disposal, the amount of any gain or loss on disposal. (8) The effect of the transaction on the net tangible assets per share of the issuer for
the most recently completed financial year, assuming that the transaction had been effected at the end of that financial year.
(9) The effect of the transaction on the earnings per share of the issuer for the most
recently completed financial year, assuming that the transaction had been effected
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at the beginning of that financial year. (10) The rationale for the transaction including the benefits which are expected to accrue
to the issuer as a result of the transaction. (11) Whether any director or controlling shareholder has any interest, direct or indirect,
in the transaction and the nature of such interests. (12) Details of any service contracts of the directors proposed to be appointed to the
issuer in connection with the transaction. (13) The relative figures that were computed on the bases set out in Rule 1006. 1011 Where a sale and purchase agreement is entered into, or a valuation is conducted
on the assets to be acquired, 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.
1012 Where the announcement 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:
(1)
Details of the principal assumptions including commercial assumptions upon which the forecast is based.
(2)
Confirmation from the issuer's auditors that they have reviewed the bases and assumptions, accounting policies and calculations for the forecast, and setting out their report on the bases, assumptions, policies and calculations.
(3) A report from the issuer's financial adviser, if one is appointed, confirming that it is
satisfied that the forecast has been stated by the directors after due and careful enquiry. If no such adviser has been appointed in connection with the transaction, the issuer must submit a letter to the sponsor from the board of directors confirming that the forecast has been made by them after due and careful enquiry.
PART VII MAJOR TRANSACTIONS 1013 Where the transaction will result in a fundamental change in the issuer’s business,
or where any of the relative figures as computed on the bases set out in Rule 1006 exceeds:
(1) for an acquisition, 75% but is less than 100%; or (2) for a disposal, 50%, the transaction is classified as a major transaction. The issuer must, after terms
have been agreed, immediately announce the information required in Rule 1010. 1014 (1) A major transaction must be made conditional upon approval by shareholders in
general meeting. A circular containing the information in Rule 1010 must be sent to all shareholders. This rule does not apply in the case of an acquisition of profitable assets if the only limit breached is Rule 1006(b).
(2) If the major transaction relates to an acquisition or disposal of mineral, oil or gas
assets of a mineral, oil or gas company, the circular to shareholders required in
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Rule 1014(1) must contain an independent qualified person’s report that meets the requirements in Rule 441.
PART VIII VERY SUBSTANTIAL ACQUISITIONS OR REVERSE TAKEOVERS 1015
(1)
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. An issuer undertaking such a transaction must appoint a full sponsor. The issuer must, after terms have been agreed, immediately announce the following:
(a) the information required in Rule 1010; and (b) the latest two years of historical financial information (of the assets to be
acquired) and one year of proforma financial information (of the enlarged group).
(2) The acquisition must be made conditional upon the approval of shareholders and, if
applicable, the issue of a listing and quotation notice by the Exchange. (3) The enlarged group must comply with the following: (a) the requirements in Rule 406, 429 and if applicable, Rule 416 or 438. With
regard to Rule 406(1), the proportion of share capital in public hands must be at least 15% based on the total number of issued shares excluding treasury shares of the enlarged group. Where reference is made to “offer document”, it shall mean a shareholders’ circular as required pursuant to Rule 1015(2); and
(b) the period of moratorium specified in Rule 422(1) or 443, as the case may
be, is 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). ((4) In relation to the assets to be acquired, the shareholders’ circular must contain the
following: (a) information required by Rules 407 and 1010. Where reference is made in
Rule 407 to “offer document”, it shall mean a shareholders’ circular as required pursuant to Rule 1015(2);
(b) a statement by the directors and vendors (where the issue involves the sale
of vendor shares) that they individually and collectively accept full responsibility for the accuracy of the information given in the document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed in the document are fair and accurate in all material respects as at the date of the document and that there are no material facts the omission of which would make any statements in the document misleading, and that the profit forcast (if any) has been stated by the directors after due and careful enquiry; and
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(c) a statement by the sponsor and each financial adviser that, to the best of its
knowledge and belief, the document constitutes full and true disclosure of all material facts about the issue, the issuer and its subsidiaries, and that it is not aware of any facts the omission of which would make any statement in the document misleading; and where the document contains a profit forecast, that it is satisfied that the profit forecast has been stated by the directors after reasonable enquiry.
(5) Unless the Exchange prescribes otherwise, the issuer must comply with the
requirements set out in Appendix 4F which sets out the following: (a) the main steps in the very substantial acquisition or reverse takeover
process; and (b) documents to be submitted by the sponsor to the Exchange. The sponsor
must give the Exchange any additional information or documents which the Exchange requires, either in the particular case or generally.
(6) The issuer’s sponsor must provide the confirmation required in Appendix 10A that
the enlarged group is suitable for listing and complies with the Rules. (7) 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 met the admission requirements set out in Rule 1015(3)(a). (8) Rule 1015 does not apply in the case of an acquisition of profitable asset(s) if the
only limit breached is Rule 1006(b). 1016 The Exchange 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.
1017 Cash Companies (1) (1) (1) If the assets of an issuer consist wholly or substantially of cash or short-dated
securities, the issuer must consult its sponsor and notify the Exchange. The issuer’s securities will normally be suspended. The suspension will remain in force until the issuer has a business which is able to satisfy the Exchange’s requirements for a new listing, and all relevant information has been announced. Upon completion of the disposal of its operations and/or assets, the issuer must do the following:
(a) Place 90% of its cash and short-dated securities (including existing cash
balance and the consideration arising from the disposal(s) undertaken by the issuer) in an account opened with and operated by an escrow agent which is part of any financial institution licensed and approved by the Authority. The amount that is placed in the escrow account cannot be drawn down until the completion of the acquisition of a business which is able to satisfy the Exchange’s requirements for a new listing, except for payment of expenses incurred in a reverse takeover approved by shareholders and pro-rata distributions to shareholders; and
(b) Provide monthly valuation of its assets and utilisation of cash, and quarterly
updates of milestones in obtaining a new business, to the market via SGXNET.
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Taking the above compliance into account, the Exchange may allow continued
trading in a cash company’s securities on a case-by-case basis, subject to: (c) Contractual undertakings from the issuer’s directors, controlling
shareholders, chief executive officer and their associates, to observe a moratorium on the transfer or disposal of all their interests, direct and indirect, in the securities of the issuer; and
(d) The period of the moratorium must commence from the date the
shareholders approve the disposal of business, up to and including the completion date of the acquisition of a business which is able to satisfy the Exchange’s requirements for a new listing.
(2) The Exchange will proceed to remove an issuer from the Official List if it is unable to
meet the requirements for a new listing within 12 months from the time it becomes a cash company. The issuer may (through its sponsor) apply to the Exchange for a maximum 6-month extension to the 12-month period subject to the issuer providing milestones in finding a new business which investors may evaluate the issuer’s progress. In the event the issuer is unable to meet its milestones, or find a new business despite the extension granted, no further extension will be granted and the issuer will be required to delist and make a cash exit offer in accordance with Rule 1308 to its shareholders within 6 months.
PART IX OPTIONS TO ACQUIRE OR DISPOSE OF ASSETS 1018 The following Rules apply to options to acquire or dispose of assets, in addition to
the other requirements in this Chapter: (1) If the option is not exercisable at the discretion of the issuer, shareholder approval
must be obtained at the time of grant of the option. (2) If the option is exercisable at the discretion of the issuer and the exercise terms are
fixed at the time of grant, shareholder approval must be obtained at the time of grant of the option.
(3) If the option is exercisable at the discretion of the issuer and the exercise terms are
not fixed, but are based on factors existing at the time of exercise, the issuer must obtain shareholder approval at the time of exercise of the option. At the time of acquisition or grant of the option, the issuer must make an appropriate announcement.
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CHAPTER 11 TAKEOVERS
PART I SCOPE OF CHAPTER 1101 This Chapter sets out the requirements which apply to takeovers. Other
requirements can be found in the Takeover Code for Singapore companies. PART II GENERAL 1102 Where an issuer receives a notice from an offeror of its intention to make a takeover
offer, it must: (1) notify its sponsor; (2) request suspension of trading in its listed securities; and (3) make an immediate announcement. . 1103 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.
. 1104 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 it, and parties acting in concert with it, to above 90% of the total number of issued shares excluding treasury shares, the Exchange may suspend the listing of such securities in the Ready and Odd-Lots markets, until it is satisfied that at least 10% of the total number of issued shares excluding treasury shares, are held by at least 200 shareholders who are members of the public.
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CHAPTER 12 CIRCULARS AND ANNUAL REPORTS
PART I SCOPE OF CHAPTER 1201 This Chapter sets out the requirements that apply to circulars and annual reports
issued to the holders of listed securities. PART II CIRCULARS 1202 Each of the directors 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 must be incorporated in the circular.
1203 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 the shareholders
(a) Rights issues
Appendix 8A
(b) Capitalisation issues and subdivision of shares
Rule 839
(c) Issue of warrants and other convertible securities
Rule 832
(d) Employee share option schemes
Rules 854, 855, 856, 857 and 860
(e) Share buy-backs
Rule 868
(f) Scrip dividends
Rule 861(1)
(g) Interested person transactions
Rules 920(1)(b) and 921
(h) Acquisitions and realisations
Rule 1014
(i) Very substantial acquisitions or reverse takeovers
Rule 1015(4)
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(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; and (6) include on the front cover the statement required by Rule 752(2). PART III ANNUAL REPORTS 1204 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. (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. (e) Disclosure of the nature and financial effect of, and justification for any
deviation from 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.
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(f) A status report on the use of proceeds raised from the initial public offer and additional issue of securities. Where the use of proceeds materially deviates from the proposed use previously disclosed, the issuer must state the reasons for the deviation.
(6) (a) The amount of non-audit fees paid to auditors. If none, 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.
(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 1204(15), setting out the number of holders in the following categories:
1
1,000 10,001 1,000,001
- - - and
999 10,000 1,000,000 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;
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(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; and (f) the number of treasury shares held and the percentage of such holding
against the total number of issued shares excluding treasury shares. Land and Buildings (10) 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. 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 financial statements:
(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.
Directors’ Remuneration (11) Unless the issuer makes disclosure as recommended in the Code, it must disclose
the number of its directors whose remuneration falls within the following bands: 20X1 20X0
$500,000 and above N N $250,000 to below S$500,000
N N
Below $250,000 N N Total N N
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(12) The remuneration of the directors must include all forms of remuneration from the
issuer and any of its subsidiaries. In deciding whether an item or benefit is to be included in the remuneration of a director, regard shall be given to the taxability of that item.
(13) The value of an item or benefit must be disclosed as the original cost or value of the
amount or benefit, and not the taxable value to the recipient. (14) If a person served in the capacity of a director for any part of a financial period,
disclosure is required of the person's actual remuneration for the period that the person had served as a director.
Employee Share Option Scheme (15) The information required by Rule 851 in respect of any employee share option (or
share incentive) scheme. Interested Person Transactions (16) The information required by Rule 907 in respect of any interested person
transactions entered into during the financial year. (17) The information required by Rule 710. Dealings in Securities (18) 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’s financial statements for each of the first three quarters of its financial year, or one month before half year or financial year, as the case may be, and ending on the date of announcement of the relevant results.
Sponsorship (19) Include on the front cover the statement required by Rule 752(2). (20) The amount of non-sponsor fees paid to the sponsor. If none, make an appropriate
negative statement. Mineral, Oil and Gas Activities (21) In the case of mineral, oil and gas companies: (a) a qualified person’s report, dated no earlier than the end of the issuer’s
financial year, in accordance with the requirements as set out in Practice Note 4C;
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(b) details of exploration (including geophysical surveys), mining development
and/or production activities undertaken by the issuer and a summary of the expenditure incurred on those activities for the year. If there has been no exploration, development and/or production activity respectively, that fact must be stated; and
(c) a summary of reserves and resources as set out in Appendix 7F.
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CHAPTER 13 TRADING HALT, SUSPENSION AND DELISTING
PART I SCOPE OF CHAPTER 1301 This Chapter sets out: (1) the requirements relating to trading halt, voluntary suspension and withdrawal by
the issuer from the Exchange’s Official List; and (2) the powers of the Exchange with regard to trading halt, suspension and delisting of
an issuer by the Exchange. PART II TRADING HALT AND VOLUNTARY SUSPENSION 1302 (1) The Exchange may at any time grant a trading halt to enable the issuer to disclose
material information or suspend trading of the listed securities of an issuer at the request of the issuer. The Exchange is not required to act on the request.
(2) The Exchange will, in normal circumstances, act on a request for trading halt or
suspension if made by the issuer (and not the sponsor). (3) If the sponsor forms the opinion that the issuer’s securities should be put into a
trading halt or suspended, it must advise the issuer accordingly. It must also immediately inform the Exchange. Where there is a difference in opinion between the sponsor and the issuer, the Exchange will take into account both the sponsor’s and the issuer’s views when acting on such requests.
(4) The trading halt cannot exceed 3 market days or such short extension as the
Exchange agrees. (5) A trading halt may be changed to a suspension by the Exchange at any time. PART III SUSPENSION OF TRADING 1303 The Exchange may at any time suspend trading of the listed securities of an issuer
in any of the following circumstances: (1) If the percentage of an issuer’s total number of issued shares excluding treasury
shares held in public hands falls below 10%, as provided in Rule 723. In a take-over situation where the offeror succeeds in garnering acceptance exceeding 90% of the issuer’s total number of issued shares excluding treasury shares, causing the percentage of the issuer’s total number of issued shares excluding treasury shares held in public hands to fall below 10%, the Exchange will suspend trading of the listed securities of the issuer only at the close of the take-over offer.
(2) Where there is a change in the issuer’s assets that produces a situation where its
assets consist wholly or substantially of cash or short-dated securities, as provided in Rule 1017.
(3) Where the issuer is unable to continue as a going concern or unable to demonstrate
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to the Exchange and its shareholders that it is able to do so, including the following circumstances:
(a) when an application is filed with a court to place the issuer (or significant
subsidiary) under judicial management; (b) when an application is filed with a court for the liquidation of the issuer (or
significant subsidiary) and the amount of the debt alleged is significant; or (c) when the issuer is unable to reasonably assess its financial position and
inform the market accordingly. (4) Where the issuer is unable or unwilling to comply with, or contravenes, a listing rule. (5) Where, in the opinion of the Exchange, it is necessary or expedient in the interest of
maintaining a fair, orderly and transparent market. (6) Where the issuer does not have a sponsor. (7) Where, in the opinion of the Exchange, it is appropriate to do so. (8) Where the Exchange releases an announcement in relation to the issuer which, in
the opinion of the Exchange, is market sensitive. 1304 If an issuer is suspended under Rule 1303(3), it must: (1) submit a proposal (or proposals) through its sponsor to the Exchange with a view to
resuming trading in the issuer’s securities (“resumption proposals”). If no resumption proposals are received within 12 months of the date of suspension, the Exchange may remove the issuer from the Official List; and
(2) implement the resumption proposals within 12 months. If the resumption proposals
have not been implemented within 12 months of the Exchange indicating that it has no objection, the Exchange may remove the issuer from the Official List.
PART IV DELISTING 1305 (1) The Exchange may remove an issuer from its Official List (without the agreement
of the issuer) if: (a) the issuer is unable or unwilling to comply with, or contravenes, a listing
rule; (b) in the opinion of the Exchange, it is necessary or expedient in the interest of
maintaining a fair, orderly and transparent market; (c) the issuer does not have a sponsor for more than 3 continuous months; (d) in the opinion of the Exchange, it is appropriate to do so; or (e) the issuer has no listed securities. (2) If the Exchange exercises its power to remove an issuer from the Official List, the
issuer or its controlling shareholder(s) must comply with the requirements of Rule 1308. For the purposes of Rule 1308, a reasonable exit offer may include a
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voluntary liquidation of the issuer’s assets and distribution of cash back to shareholders.
1306 A sponsor must contact the Exchange if it forms the opinion that an issuer it
sponsors should be removed from the Official List. 1307 The Exchange may agree to an application by an issuer to delist from the Exchange
if: (1) the issuer convenes a general meeting to obtain shareholder approval for the
delisting; (2) the resolution to delist the issuer has been approved by a majority of at least 75% of
the issuer’s total number of issued shares excluding treasury shares held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting (the issuer's directors and controlling shareholder need not abstain from voting on the resolution); and
(3) the resolution has not been voted against by 10% or more of the issuer’s total
number of issued shares excluding treasury shares held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting.
1308 If an issuer is seeking to delist from the Exchange: (1) a reasonable exit alternative, which should normally be in cash, should be offered to
(a) the issuer's shareholders and (b) holders of any other classes of listed securities to be delisted; and
(2) the issuer should normally appoint an independent financial adviser to advise on the
exit offer. 1309 Rules 1307 (1), (2) and (3) do not apply to a delisting pursuant to a voluntary
liquidation or a scheme of arrangement.
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CHAPTER 14 TRANSITION RULES
PART I SCOPE OF CHAPTER 1401 This Chapter sets out the requirements and procedures for an existing issuer to
comply with the Catalist Rules. 1402 The Exchange may from time to time publish additional transition requirements in
Practice Notes that must be complied with. PART II EXISTING ISSUER TO COMPLY WITH NEW RULES AFTER NOTICE 1403 (1) The Exchange will publish a date from which all existing issuers must comply with
the Catalist Rules (“Transition Date”). At least 12 months’ notice will be given. (2) The Exchange may impose conditions. (3) An existing issuer must meet the following requirements by the Transition Date: (a) Complete and submit Appendix 14A with the Exchange. (b) Comply with any conditions the Exchange imposes. (c) Announce its intention to the market giving no less than 1 month’s notice.
The announcement must include: (i) the name of its sponsor; and (ii) the date from which it will comply with the Catalist Rules as agreed
with the Exchange. (d) Send a copy of the announcement to each shareholder on the register at
the date of the announcement. (4) Existing issuers on Catalist must continue to comply with the Former Sesdaq Rules
until the requirements in Rule 1403(3) have been met. 1404 (1) An existing issuer may be removed from the Official List of Catalist if it has not
complied with Rule 1403. (2)
If an existing issuer is delisted, the Exchange may require the existing issuer to offer a reasonable exit alternative, which should normally be in cash, to:
(a) its shareholders; and (b) holders of any other classes of listed securities to be delisted. The issuer should normally appoint an independent financial adviser to advise on
the exit offer. 1405 (1) An existing issuer that changes from complying with the Former Sesdaq Rules to
complying with Catalist Rules, must continue its existing moratorium, if applicable.
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(2) Rule 406(1) will not apply to such existing issuers unless the Exchange determines otherwise.
Ap2A - 1
APPENDIX 2A CATALIST SPONSOR APPLICATION FORM
Cross-referenced from Rule 220(1) How to complete this application form
• Before applying, you should fully understand the eligibility criteria and the obligations of sponsors in the Rules. If you would like to discuss the application process or the eligibility criteria, contact Catalist Regulation on 6236 8887 (June Sim) or 6236 8897 (Eliza Tan).
• Where any of the items below are not applicable to you, please state so explicitly on your
application form. • Submit this application form together with all supporting information and documents and
the required fee(s). To avoid any delay in processing your application, all information and documents should be provided at the same time as the application.
• Return your completed application form in 4 copies to Listings, Markets, 2 Shenton Way
#23-00, SGX Centre 1, Singapore 068804, Attention: Lawrence Wong.
PART I: APPLICATION We, _______________________ (sponsor) apply to be authorised as a sponsor by Singapore
Exchange Securities Trading Limited (the Exchange).
We intend to undertake the following activities (tick one or more as appropriate):
Introducing
Continuing PART II: DETAILS OF APPLICATION 1. Corporate details
(a) Registered office and operating office in Singapore (b) Date of registration / incorporation (c) Registration / incorporation number (d) Issued capital (e) Shareholders’ funds and financial position (f) Name and address of principal bankers and auditors (g) Financial year-end (h) Current corporate information from the Accounting and Corporate Regulatory Authority
(ACRA) (or overseas equivalent)
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(i) Contact details of two senior representatives who will act as the liaison officers with the Exchange (name, office DID, home telephone, mobile, facsimile and email)
(j) Corporate structure, including holding company, subsidiaries, associated and related
companies. Provide a description of the main lines of business and country of incorporation for each.
2. Corporate documents
Please attach the following documents:
(a) Directors’ resolution approving this application (original) (b) Certificate of incorporation (c) Memorandum and Articles of Association (d) Proof of applicant’s current licensing (including Capital Markets Services licence), registration
or exempt status where applicable. If not yet issued, provide proof of approval. (e) Internal manuals covering activities to be undertaken (e.g. corporate finance compliance
manual) (f) Management letter or report on internal controls/ conflicts management issued by internal and
external auditors (g) Audited financial statements for the last 3 years, where applicable
3. Qualifications and experience
(a) Proof of experience. An applicant must provide a list of relevant transactions in the last 2 years in which it provided corporate finance advisory services (including initial public offerings and post-listing transactions).
(b) Proof of employment of registered professionals (c) Details of current and former authorities and organisations regulating the applicant (in
Singapore and elsewhere). Please include contact details as the Exchange may contact them. (d) Details of memberships of professional bodies (in Singapore and elsewhere). Please include
contact details as the Exchange may contact them. (e) In respect of each registered professional employed or proposed to be employed, the
following details, including completed Catalist Registered Professional Application Forms where relevant: Full name Passport/ Identity card number Residential address in Singapore Date of birth Nationality Qualifications (including degree, CMFAS certificate etc) Employment history (including date, organisation, position held, responsibilities etc) Description of experience in corporate finance, compliance or any other duties relating to
sponsor activities (including date, name of client, extent of involvement etc)
(f) Details of any adverse records of all persons employed or proposed to be employed to carry out the introducing activities or continuing activities.
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4. Reputation and track record
(a) Details of any initial public offerings or reverse takeovers rejected by any regulatory authority or exchange (in Singapore or elsewhere) in the last 5 years, including the reasons.
(b) Details of any regulatory action taken against the applicant or any member of the Group1
or any substantial shareholder, director or key officer of the applicant in the last 5 years (in Singapore or elsewhere).
(c) If there is a potential conflict of interest between the applicant being a sponsor in Catalist and any membership or licence held elsewhere, details of how it will address the conflict.
(d) Details of whether the applicant, any director or key officer of the applicant, or any member of
the Group has ever been denied membership/licence or had its membership/licence suspended or revoked by any authority, exchange, market, clearing house or professional body (in Singapore or elsewhere).
(e) Details of whether the applicant, any substantial shareholder, director or key officer of the
applicant, or any member of the Group is under investigation (in Singapore or elsewhere). (f) Details of any censure or disciplinary action taken by any regulatory authority, exchange,
market or clearing house over the last 5 years (in Singapore or elsewhere) against the applicant, any director or key officer of the applicant, or any member of the Group.
(g) A statement whether there is or is not any adverse, or potentially adverse, matter involving
the applicant, any director or key officer of the applicant, which has been brought to the attention of any relevant regulatory body over the last 5 years (in Singapore or elsewhere).
(h) Whether the applicant, its substantial shareholders, or parent company is the subject of a
winding up order made or threatened in any court whether in or out of Singapore, or is in the course of being wound up, and whether there is any resolution passed or proposed by shareholders to that effect.
(i) Whether the applicant, its substantial shareholders, or parent company has an execution or a
judgment debt returned unsatisfied in whole or in part, whether in or out of Singapore. (j) Whether the applicant, its substantial shareholders, or parent company has a receiver,
receiver and manager, judicial manager, or person having similar powers and duties appointed in relation to any property, whether in or out of Singapore.
5. Corporate ownership
(a) List of shareholders and their shareholdings. To provide explanation and diagram to outline the company’s ownership structure.
(b) List of other interests of shareholders, including present or past interests in firms providing
corporate finance advice. (c) Relationships between shareholders2
(d) Name(s) of person(s) who have ultimate controlling interest in the applicant. State their address, nationality, identification number, occupation and directorships in other companies.
1 Group means the applicant’s parent entity, subsidiaries, and related entities. 2 For an individual, this could be a spouse, father, mother, son or daughter. For a corporation, this
could be the applicant’s parent entity, subsidiaries, and related entities.
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(e) Particulars of substantial shareholders. If a substantial shareholder is an individual, provide the nationality, identification/passport number, occupation, address, record of offences and directorships in other companies. If a substantial shareholder is a corporation, provide place of incorporation, company registration number, address and record of offences.
6. Business operations
(a) Brief history of the applicant, main lines of business and business volume in the last 3 years. (b) Brief history and main lines of business of the parent company. (c) Names of any other exchanges, markets or clearing houses where the applicant holds
membership or is licenced. Include ranking and business volume. (d) A business plan or proposed business model for Singapore, including main business activities,
products and services to be provided and expected client base. (e) State whether the applicant, its parent, or related companies have established any other
operations in Singapore or have any equity interest of 5% or more in any Singapore company. If so, provide details.
(f) State whether the applicant has a business function or proposes to set up a business function
which may create a conflict of interest with the proposed sponsor activities (e.g. research, broking and market-making). Information should be provided regarding such functions and the procedures which will be put in place to avoid any conflict of interest with sponsor activities.
7. Corporate governance
(a) Particulars of directors and key officers, including name, nationality, identification/passport number, occupation, address, record of offences, shareholdings in the applicant and interests of 5% or more in other companies and other directorships.
(b) Whether any substantial shareholder, present director or key officer has ever been convicted
of an offence, or disciplined for breaching any criminal law, or been found to have contravened any rules or regulations of any government, regulatory or exchange authority.
(c) Organisation chart showing names, qualifications and experience of relevant employees. If
the applicant is yet to be incorporated, a proposed organisation chart should be given together with the name, qualification and experience of the person who will be in charge of the proposed operations.
PART III: TERMS OF APPLICATION 8. Agreement
By applying for authorisation we agree:
(a) That our authorisation (or refusal of it) is in the Exchange’s absolute discretion. The Exchange may authorise us on any condition or restriction it decides. The Exchange is not obliged to give reasons.
(b) That the Exchange may contact the advisory panel or any organisation (regulatory or
professional) about our application and may give them and receive from them any information or documents considered by the Exchange, the advisory panel or that organisation to be relevant.
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(c) That the Exchange may take any action, disciplinary or otherwise, against us under the Rules.
(d) That the Exchange may make public any action taken against us and the reasons as set out in the Rules.
(e) To pay all fees, charges, costs and fines under the Rules.
(f) To submit to the non-exclusive jurisdiction of the courts of Singapore.
(g) That the proper law of this agreement is Singapore law.
9. Undertaking
If the Exchange approves our application, we undertake to:
(a) Comply with the Rules (as amended from time to time), and all conditions and restrictions imposed by the Exchange.
(b) Discharge our responsibilities as a sponsor fairly and honestly.
(c) Notify the Exchange as soon as practicable if:
(i) We become subject to any investigation by a regulatory authority or law enforcement
agency; (ii) We become subject to any disciplinary action by a regulatory authority or law enforcement
agency; (d) Our capital position falls below the minimum required; or (e) An unavoidable conflict arises (and in this event we will take directions as to the conduct of
the matter from the Exchange). (f) Cooperate fully (by providing information, documents, witnesses, answers to queries, and
access to premises) in any review, audit or investigation conducted by the Exchange under the Rules.
(g) Accept as final, binding and conclusive any decision made by the Exchange, the Disciplinary
Committee or Appeals Committee. 10. Warranty
We warrant to the Exchange that:
(a) All matters and information relevant to the application have been submitted to the Exchange.
(b) The information and documents provided with our application are complete and accurate. If any information or document is not available now, we will provide it to the Exchange before our application is approved.
(c) All additional information provided, whether at the request of the Exchange or pursuant to
paragraph 10(b), will also be complete and accurate. 11. Indemnity
We indemnify the Exchange and its staff, agents and delegates (including members of the Disciplinary Committee, Appeals Committee and admission advisory panel) to the fullest extent
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permitted by law in respect of any claim, action, other civil liability, or expense arising from or connected with:
(a) Anything done or omitted to be done with reasonable care and in good faith in the course of,
or in connection with, the discharge or purported discharge of their obligations under the law or the Rules.
(b) Any breach of the above agreement, undertakings and warranties.
Dated: _________________ Signed on behalf of sponsor: __________________________________
(Name and designation of person signing) Dated: _________________ Signed on behalf of sponsor: __________________________________
(Name and designation of person signing) Note: proper execution required – e.g. if the entity has a seal, execution must be under seal.
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APPENDIX 2B CATALIST REGISTERED PROFESSIONAL REGISTRATION FORM
Cross-referenced from Rule 220(1) How to complete this application form
• Before applying, you should fully understand the eligibility criteria and the obligations of registered professionals in the Rules. If you would like to discuss the registration process or the eligibility criteria, contact Catalist Regulation on 6236 8887 (June Sim) or 6236 8897 (Eliza Tan).
• Where any of the items below are not applicable to you, please state so explicitly on your
registration form.
• Submit this registration form together with all supporting information and documents and the required fee(s). To avoid any delay in processing your registration, all information and documents should be provided at the same time as the registration.
• Return your completed registration form in 4 copies to Listings, Markets, 2 Shenton Way
#23-00, SGX Centre 1, Singapore 068804, Attention: Lawrence Wong.
PART I: APPLICATION I, _______________________ (registered professional) apply to be registered by Singapore
Exchange Securities Trading Limited (the Exchange) as a registered professional.
I intend to undertake the following activities with my sponsor (tick one or more as appropriate):
Introducing
Continuing My sponsor *is / will be _______________________________. PART II: DETAILS OF APPLICATION NOTE: If the registered professional is seeking re-registration, he/she need only update the information last given to the Exchange. 1. Personal details
(a) Full name (b) Passport/ identity card number (c) Residential address in Singapore (d) Date of birth (e) Nationality
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(f) Qualifications (including degreesand certificates of regulatory examinations) (g) A copy of the applicant’s CV detailing employment history (including dates, organisations,
positions held, and responsibilities) (h) Description of experience in corporate finance, compliance or any other duties relating to
sponsor activities (including date, name of client, extent of involvement etc) (i) Contact details (office DID, home telephone, mobile, facsimile and email)
2. Qualifications and experience
(a) Proof of applicant’s current licenses (including Capital Markets Services representative’s licence), registration or exempt status where applicable. If not yet issued, provide proof of approval.
(b) Proof of experience in relevant activities (as applicable – corporate finance advisory, related
advisory, accounting, auditing or finance work) as required in Rule 204(7) and Rule 205(7). (c) Details of current and former authorities and organisations regulating the applicant (in
Singapore and elsewhere). Please include contact details as the Exchange may contact them.
(d) Details of memberships of professional bodies (in Singapore and elsewhere). Please include
contact details as the Exchange may contact them. 3. Reputation and track record
(a) Details of any initial public offerings or reverse takeovers rejected by any regulatory authority or exchange (in Singapore or elsewhere) in the last 5 years, including reasons.
(b) Details of any offence, breach of contract, investigation or disciplinary action by a regulator,
law enforcement agency, exchange or professional body over the last 10 years (in Singapore or elsewhere).
(c) Details of whether the applicant is under investigation (in Singapore or elsewhere). (d) A statement whether there is or is not any adverse, or potentially adverse, matter which has
been brought to the attention of any relevant regulatory body over the last 10 years (in Singapore or elsewhere).
(e) Details of whether the applicant has ever been denied a licence or had a membership or
licence revoked by any authority, exchange, market, clearing house or professional body (in Singapore or elsewhere).
PART III: CONTRACTUAL 4. Agreement
By applying for registration I agree:
(a) That my registration (or refusal of it) is in the Exchange’s absolute discretion. The Exchange may register me on any condition or restriction it decides. The Exchange is not obliged to give reasons.
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(b) That the Exchange may contact the advisory panel or any organisation (regulatory or professional) about my application and may give them and receive from them any information or documents considered by the Exchange, the advisory panel or that organisation to be relevant.
(c) That the Exchange may enforce any action, disciplinary or otherwise, under the Rules. (d) That the Exchange may make public any action taken and the reasons as set out in the Rules. (e) To pay all fees, charges and costs under the Rules.
(f) To submit to the non-exclusive jurisdiction of the courts of Singapore. (g) That the proper law of this agreement is Singapore law.
5. Undertaking
If the Exchange approves my application, I undertake to:
(a) Comply with the Rules (as amended from time to time), and all conditions and restrictions imposed by the Exchange.
(b) Discharge my responsibilities as a registered professional fairly and honestly.
(c) Notify the Exchange as soon as practicable if:
(i) I become subject to any investigation by a regulatory authority or law enforcement agency; (ii) I become subject to any disciplinary action by a regulatory authority or law enforcement
agency (other than the Exchange);
(iii) I am disqualified by a court form acting as a director of any company or from acting in the management or conduct of a company’s affairs; or
(iv) I am no longer engaged in a proper capacity (e.g., full time) by my sponsor.
(d) Cooperate fully (by providing information, documents, and answers to queries) in any review
or investigation conducted by the Exchange.
(e) Accept as final, binding and conclusive any decision made by the Exchange, or the Disciplinary Committee or Appeals Committee.
6. Warranty
I warrant to the Exchange that:
(a) All matters and information relevant to the application have been submitted to the Exchange.
(b) The information and documents provided with my application are complete and accurate. If any information or document is not available now, I will provide it to the Exchange before my application is approved.
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(c) All additional information provided, whether at the request of the Exchange or pursuant to paragraph 6(b), will also be complete and accurate.
*Delete where not applicable. Dated: _____________________________ Signed by registered professional applicant: ______________________
(Name of person signing) PART IV: DECLARATION BY SPONSOR OR SPONSOR APPLICANT 7. Declaration
We declare to the Exchange that:
(a) We support this application.
(b) The above registered professional applicant is *employed full time by us / will be employed full time by us in the event this application is approved.
* Delete where not applicable. Dated: _________________ Signed on behalf of sponsor: __________________________________
(Name and designation of person signing)
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APPENDIX 2C CHANGE OF SPONSOR CONFIRMATION
Cross-referenced from Rule 224(2)(b) We __________________________(name of sponsor), notify the Exchange that with effect from
_________________, we will act as sponsor for ___________________ (name of issuer).
1. We confirm:
(a) We are independent from the issuer and are able to demonstrate it to the Exchange, if required.
(b) We hold a full mandate to undertake the relevant sponsorship activities for the issuer.
2. In relation to paragraph 1(a) of the above declaration, we disclose the following.
(a) *We/our partners, directors, employees/associates of such partners, directors and employees, either individually or collectively, *have/do not have any interest1
in any class of securities of the sponsored issuer above 5% of the total issued securities. Details of such interest (if any) are as follows: .
(b) Our *partners, directors, employees/associates of such partners, directors and employees involved in providing advice to the sponsored issuer *have/do not have a directorship in the sponsored issuer. Details of such directorship (if any) are as follows: .
*Delete where not applicable. Dated: ________________ Signed on behalf of sponsor: __________________________________
(Name and designation of person signing)
1 Reference to an ‘interest in securities’ shall include rights, options and warrants (or similar
financial products, where applicable) as if they have been exercised.
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APPENDIX 2D SPONSOR INDEPENDENCE
Cross-referenced from Rules 204(8), 205(8), 224(3)(g) and 224(4)(d) PART I: INTRODUCTION 1. This Appendix sets out the minimum requirements with regards to a sponsor’s obligations under
Rules 204(8), 205(8), 224(3)(g) and 224(4)(d) in which the sponsor must be independent of and have no conflicts of interest with the issuers it sponsors.
2. A sponsor, its partners, directors, officers, registered professionals and employees must be able
to demonstrate independence from the issuer at all times. The proof of independence, or absence of conflict, rests with the sponsor.
PART II: INDEPENDENCE REQUIREMENTS 3. The sponsor should have adequate procedures to avoid any conflict of interest that may arise
from sponsor activities and other business activities (if undertaken by the sponsor or its parent, related or associated entity). At least the following is required:
(a) Separation between the functions undertaking sponsor activities and other relevant business
activities. (b) Separate reporting lines for the functions undertaking sponsor activities and other relevant
business activities. (c) Restriction of communication and information flow between sponsor activities and other
activities to avoid leakage of sensitive information, including procedures to ensure that its officers, registered professionals and employees do not divulge any confidential information to any person who is not entitled to receive the information, and to ensure that they exercise due care to prevent any leakage of confidential information.
(d) Restriction of access into the function(s) undertaking sponsor activities to authorised officers,
registered professionals and employees. (e) Satisfy the Exchange that proper safeguards are in place if a sponsor wishes to act as both
the sponsor and reporting auditor and/or ongoing auditor of an issuer. (f) Where the sponsor is not a trading member of SGX-ST, notify the Exchange in writing at least
14 days before it establishes a business function which may create a conflict of interest with sponsor activities, including research, broking and market-making. The sponsor must supply the Exchange with information regarding the proposed function and the procedures in place to avoid any conflict of interest with sponsor activities.
4. The sponsor must adhere to the following practices within the function undertaking sponsor
activities:
(a) An employee within the function undertaking sponsor activities may, either directly or indirectly, have an interest1
1 Reference to an ‘interest in securities’ in this Appendix shall include rights, options and warrants
(or similar financial products, where applicable) as if they have been exercised.
of 5% or more in the securities of the sponsored issuer, provided adequate safeguards are in place to prevent any conflict of interest.
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(b) An employee within the function undertaking sponsor activities may not, either directly or indirectly, have an interest of more than 10% in the securities of a sponsored issuer. If the limit is breached, the sponsor must immediately inform the Exchange and use its best endeavours to sell down to within the guidelines as soon as practicable.
(c) A sponsor should not advise other parties in a transaction, including any acquisition or takeover, involving its sponsored issuers, other than the issuer itself.
(d) A sponsor must take care to avoid the appearance of a conflict between interests of its
sponsored issuers and those of any other party. 5. A sponsor should have controls over trading in restricted securities:
(a) A sponsor, or a partner or director of a sponsor, or associate of any such partner or director,
may individually or collectively, have an interest either directly or indirectly of 5% or more in the securities of a sponsored issuer, provided that adequate safeguards are in place to prevent any conflict of interest. With proper safeguards, an asset management business operated by the sponsor is not subject to this limit.
(b) A sponsor, or a partner or director of a sponsor, or associate of any such partner or director,
may not either individually or collectively, have an interest either directly or indirectly of more than 10% in the securities of a sponsored issuer. If the limit is breached, the sponsor must immediately inform the Exchange and use its best endeavours to sell down to within the guidelines as soon as practicable. With proper safeguards, an asset management business operated by the sponsor is not subject to this limit.
(c) No partner, director or employee of a sponsor, or associate of any such partner, director or
employee, may deal in the securities or any related financial product of a sponsored issuer during any closed period of that issuer.
(d) No partner, director or employee of a sponsor, or associate of any such partner, director or
employee, may deal in the securities or any related financial product of a sponsored issuer during any open period of that issuer without the prior written approval of a senior management staff. If the sponsor also has a dealing function, the person intending to deal in the securities must be independent of sales or dealing. Each trade must be separately approved.
(e) Policies, procedures and controls must ensure that any partner, director, or employee of a
sponsor who is privy to confidential information regarding a sponsored issuer or any other issuer does not use such information to trade for their own benefit or for an associate of any such partner, director or employee. For this purpose, a sponsor should maintain a list of restricted securities which should be circulated only to the relevant personnel.
(f) Policies, procedures and controls must be implemented to monitor the trading activities of all
partners, directors, employees of a sponsor and associates of any such partner, director or employee in sponsored issuers. The frequency of reviews should be at a level where the sponsor is confident that its policies, procedures and controls are being complied with.
6. No partner, director, employee of a sponsor or associate of any such partner, director or
employee may hold the position of a director of a sponsored issuer.
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APPENDIX 2E SPONSOR’S ANNUAL RETURN
Cross-referenced from Rule 233 PART I: SPONSOR’S DETAILS A sponsor must lodge an annual return no later than 90 calendar days after its financial year end. 1. The return must attach the following documents:
(a) Latest audited accounts (b) Details of any material adverse change in financial position (c) Details of registered professionals as below (d) Details of changes in the sponsor’s substantial shareholders, directors or key officers (e) Details of censures, disciplinary actions or investigations or other relevant matters involving
the sponsor or any member of the Group1
, or its substantial shareholders, directors, officers, registered professionals and employees
(f) Details of issuers for whom the sponsor acts (g) Details of fees earned from each issuer for non-sponsor work (including the type of work
performed), where such fees are in excess of 100% of the fees earned from sponsor work (h) Details of any material changes to the information previously supplied in the sponsor
application form 2. The return must also include a confirmation that:
(a) The documents and information supplied in this return are accurate, complete and not misleading.
(b) The sponsor continues to meet the eligibility requirements in the Rules, and the conditions
and restrictions imposed by the Exchange.
(c) The sponsor continues to have a sufficient number of registered professionals.
(d) There are no changes to the information previously supplied to the Exchange except as identified in the return.
(e) The following issuers are sponsored:
Name of issuer
Sponsor activities undertaken
Name of registered professionals involved
Date when contract entered
Date when contract expires
(f) The following listing applicants were rejected by the sponsors (to provide names of the listing applicants and reasons for the rejection).
1 Group means the applicant’s parent entity, subsidiaries, and related entities.
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PART II: REGISTERED PROFESSIONALS’ DETAILS 3. This return must attach the following documents:
(a) Names of all registered professionals
(b) Details of any additional qualifications obtained for any of its registered professionals 4. This return must also include confirmation that:
(a) There has been no material change to any of its registered professionals’ declarations in the registration forms submitted to the Exchange, except as identified in this return.
(b) The following registered professionals are/ were involved in the following transactions :
Transaction Details Name of registered professionals involved
(c) No disciplinary actions are being conducted, or threatened, against any registered
professional except __________________________ (if none, write nil).
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APPENDIX 4A PRE-ADMISSION NOTIFICATION
Cross-referenced from Appendix 4G PART I: INITIAL PUBLIC OFFERING 1. A sponsor must submit to the Exchange a pre-admission notification for an initial public offering
that includes the following information:
(a) Summary information on the listing applicant, including: (i) Name and registration number (ii) Address (iii) Country of incorporation (iv) Principal place of business (v) Description of its business (vi) Number and type of securities to be quoted (vii) Description of the terms of the securities (viii) Expected date of admission (ix) Sponsorship details (x) Reporting auditor and ongoing auditor.
2. Particulars of directors and proposed directors, executive officers, controlling shareholders and
officers occupying managerial positions and above who are relatives of directors or controlling shareholders. Particulars must include details of any adverse response to the questions in paragraph 8, Part VII of the Fifth Schedule, Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005.
3. Details of any other listing application made by the listing applicant to any exchange or market in
the last 5 years, and to any exchange or market on which the listing applicant is currently listed. 4. Whether the listing applicant has approached or engaged a sponsor or issue manager to sponsor
a listing application in the last 5 years. 5. Details of any conditions that the sponsor intends to require the listing applicant to fulfil after
admission. 6. Confirmation that the sponsor holds a proper mandate for introducing and continuing activities on
behalf of the listing applicant. PART II: VERY SUBSTANTIAL ACQUISITION / REVERSE TAKEOVER 7. A sponsor must submit to the Exchange a pre-admission notification for very substantial
acquisitions or reverse takeovers that includes the following information, where applicable: 8. Summary information on the enlarged group, including:
(a) Any change to the name and registration number (b) Any change of address (c) Any change of country of incorporation (d) Any change of principal place of business (e) Description of its new business (f) Number and type of additional securities to be quoted (g) Description of the terms of the additional securities (h) Expected date of listing and quotation of additional securities
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(i) Any change of sponsorship details (j) Reporting auditor and ongoing auditor.
9. Particulars of directors and proposed directors, executive officers, controlling shareholders, and
officers occupying managerial positions and above who are relatives of directors or controlling shareholders of the enlarged group. Particulars must include details of any adverse response to the questions in paragraph 8, Part VII of the Fifth Schedule, Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005.
10. Details of any other listing application made in respect of the assets/business/company that is
being injected into the enlarged group, to any exchange or market in the last 5 years and to any exchange or market on which the assets/business/company is currently listed.
11. Whether the listing applicant has approached or engaged a sponsor or issue manager to sponsor
a listing application in the last 5 years. 12. Details of any conditions that the sponsor intends to require the enlarged group to fulfil after re-
quotation of the securities. 13. Confirmation that the sponsor holds a proper mandate for introducing and continuing activities on
behalf of the enlarged group.
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APPENDIX 4B INITIAL PUBLIC OFFERING LISTING CONFIRMATION
Cross-referenced from Rule 406(4) We __________________________, sponsor of _______________________ (listing applicant) notify
the Exchange that the listing applicant may be admitted to Catalist and the following securities quoted:
____________________________ (details of securities) PART I: CONFIRMATION (LODGEMENT) Please provide the following statements of confirmation. 1. We confirm that:
(a) We have given written consent to being named as sponsor and issue manager in the preliminary offer document, and a statement of such consent appears in the preliminary offer document.
(b) Each issue manager and underwriter named in the preliminary offer document has given his
written consent to being named, and a statement of such consent appears in the preliminary offer document.
(c) Where the preliminary offer document contains a statement purporting to be made by, or
based on a statement made by, an expert, the expert has given his written consent to the issue of such statement, and a statement of his consent appears in the preliminary offer document.
(d) The written consents referred to in paragraphs 1(a), (b) and (c) above have been lodged with
the Exchange. (e) The preliminary offer document has been signed in accordance with section 240(4A) of the
SFA. (f) The issuer’s undertaking not to make an exempt offer made under Regulation 10 of the
Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 has been submitted to the Exchange.
2. The indicative range of the issue price for the offer is: Dated: _________________ Signed on behalf of sponsor: __________________________________
(Name and designation of person signing)
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PART II: CONFIRMATION (REGISTRATION) Please provide the following statements of confirmation where applicable. 1. We confirm that:
(a) We have given and not withdrawn our written consent to being named as sponsor and issue manager in the offer document, and a statement that we have given and not withdrawn our consent appears in the offer document.
(b) Each issue manager and underwriter named in the preliminary offer document has given and not withdrawn his written consent to being named, and a statement that he has given and not withdrawn his consent appears in the offer document.
(c) Where the offer document contains a statement purporting to be made by, or based on a
statement made by, an expert, the expert has given and not withdrawn his written consent to the issue of such statement, and a statement that he has given and not withdrawn his consent appears in the offer document.
(d) The written consents referred to in paragraphs 1(a), (b) and (c) above have been lodged with
the Exchange.
(e) The offer document has been signed in accordance with section 240(4A) of the SFA. 2. We confirm that, to the best of our knowledge and belief, having made reasonable due diligence
enquiries and considered all relevant matters under the Rules in relation to this application for listing:
(a) All applicable requirements of the Rules are met (except as waived by the Exchange in
writing). (b) We are satisfied that the listing applicant is suitable for listing on Catalist. (c) The offer document contains all information required by the relevant laws and regulations. (d) There are no other matters known to us that should be taken into account except
____________ (if none, write nil). (e) No material information has changed from the preliminary offer document except
___________ (if no change, write nil. If any changes, identify the attachment with the changes marked.).
(f) The listing applicant has all the requisite approvals, and is in compliance with all laws and
regulations, that materially affect its business operations. (g) The listing applicant has established adequate procedures, systems and controls (including
accounting and management systems) to meet its obligations under the Rules. (h) The directors of the listing applicant have received adequate advice and guidance from us
(and other appropriate professional advisers) on their legal and regulatory obligations as an issuer on Catalist.
(i) All documents required by the Rules are included with this listing confirmation. (j) We complied with the SIBA Due Diligence Guidelines or _____________ (such other
satisfactory and no less strict due diligence guidelines or processes).
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(k) We are independent from the listing applicant/issuer and are able to demonstrate it to the Exchange, if required.
(l) We hold a full mandate to undertake the relevant sponsorship activities for the listing
applicant for at least three years.
3. In relation to paragraph 2(k) of the above declaration, we disclose the following.
(a) *We/our partners, directors, employees/associates of such partners, directors and employees, either individually or collectively, *have/do not have, or may as a result of the listing or a transaction *have/not have, any interest1
in any class of securities of the listing applicant above 5% of the total issued securities. Details of such interest (if any) are as follows: .
(b) Our *partners, directors, employees/associates of such partners, directors and employees involved in providing advice to the listing applicant/issuer *have/do not have a directorship in the listing applicant. Details of such directorship (if any) are as follows: .
*Delete where not applicable. Dated: _________________ Signed on behalf of sponsor: __________________________________
(Name and designation of person signing) PART III: CONFIRMATION (AFTER ALLOTMENT) Please provide the following statements of confirmation where applicable. 1. We confirm that:
(a) The securities to be quoted are eligible for deposit with CDP. (b) All share certificates have been issued and despatched (if applicable). (c) A copy of the return of allotment has been duly filed with the Accounting and Corporate
Regulatory Authority (ACRA). (d) Any allocation and allotment of securities pursuant to a placement has been made in
compliance with Rule 425. (e) Rules 428 and 429 have been complied with. (f) The distribution (after allotment if applicable) of the applicant’s securities is not expected to
result in a disorderly market when trading begins. (g) The number of shareholders is _____________ and the percentage of issued share capital
held in public hands is ________ %. (h) The following details in respect of moratorium shares are attached to this confirmation:
1 An interest is a direct or indirect interest and includes options or rights to subscribe for securities.
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(i) the name of the registered shareholder (and beneficial shareholder if different); (ii) the share certificate number and number of shares represented; (iii) the endorsement on the share certificate; and
2. No further information relevant to the listing application should be advised to the Exchange. * Delete where not applicable. Dated: _________________ Signed on behalf of sponsor: __________________________________
(Name and designation of person signing)
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APPENDIX 4C ARTICLES OF ASSOCIATION
Cross-referenced from Rule 406(8) The Articles of Association and other constituent documents of an issuer must contain the provisions set out below. Only in exceptional circumstances will the Exchange grant an exemption from compliance with any of the provisions. 1. Capital
(a) The total number of issued preference shares shall not exceed the total number of issued ordinary shares issued at any time.
(b) The rights attaching to shares of a class other than ordinary shares must be expressed. (c) Whether the company has power to issue further preference capital ranking equally with, or
in priority to preference shares already issued must be expressed. (d) Preference shareholders must have the same rights as ordinary shareholders as regards
receiving notices, reports and balance sheets, and attending general meetings of the issuer. Preference shareholders must also have the right to vote at any meeting convened for the purpose of reducing the capital, or winding up, or sanctioning a sale of the undertaking of the issuer, or where the proposition to be submitted to the meeting directly affects their rights and privileges, or when the dividend on the preference shares is in arrear for more than six months.
(e) Subject to any direction to the contrary that may be given by the company in the general
meeting or except as permitted under the Exchange's listing rules, all new shares shall, before issue, be offered to such persons who as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as far as circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined. After the expiration of the aforesaid time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the directors may dispose of those shares in a manner as they think most beneficial to the company. The directors may likewise dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this provision.
(f) Subject to the provisions of the Companies Act, if any share certificates shall be defaced,
worn-out, destroyed, lost or stolen, it may be renewed on such evidence being produced and a letter of indemnity (if required) being given by the shareholder, transferee, person entitled, purchaser, member company of the Exchange or on behalf of its/their client(s) as the directors of the company shall require, and in the case of defacement or wearing out, on delivery of the old certificate and in any case on payment of such sum not exceeding two dollars as the directors may from time to time require. In the case of destruction, loss or theft, a shareholder or person entitled to whom such renewed certificate is given shall also bear the loss and pay to the company all expenses incidental to the investigations by the company of the evidence of such destruction or loss.
2. Certificate
(a) Every member shall be entitled to receive share certificates in reasonable denominations for his holding and where a charge is made for certificates, such charge shall not exceed two dollars.
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3. Forfeiture And Lien
(a) The company's lien on shares and dividends from time to time declared in respect of such shares, shall be restricted to unpaid calls and instalments upon the specific shares in respect of which such monies are due and unpaid , and to such amounts as the company may be called upon by law to pay in respect of the shares of the member or deceased member.
(b) If any shares are forfeited and sold, any residue after the satisfaction of the unpaid calls and
accrued interest and expenses, shall be paid to the person whose shares have been forfeited, or his executors, administrators or assignees or as he directs.
4. Transfer And Transmission
(a) The company will accept for registration a transfer in the form approved by the Exchange.
(b) Any fee charged on the transfer of securities shall not exceed two dollars per transfer.
(c) There shall be no restriction on the transfer of fully paid securities except where required by law or by the Rules, Bye-Laws or Listing Rules of the Exchange.
(d) Any articles which entitle a company to refuse to register more than three persons as joint
holders of a share must be expressed to exclude the case of executors or trustees of a deceased shareholder.
5. Modification Of Rights
(a) The repayment of preference capital other than redeemable preference capital, or any alteration of preference shareholders' rights, may only be made pursuant to a special resolution of the preference shareholders concerned, provided always that where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths of the preference shares concerned within two months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting.
6. Borrowing Powers
(a) The scope of the borrowing powers of the board of directors shall be expressed. 7. Meetings
(a) The notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all shareholders at least fourteen days before the meeting. Where notices contain special resolutions, they must be given to shareholders at least twenty-one days before the meeting. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolutions in respect of such businesses. At least fourteen days' notice of every such meeting shall be given by advertisement in the daily press and in writing to each stock exchange on which the company is listed.
8. Voting And Proxies
(a) A holder of ordinary shares shall be entitled to be present and to vote at any general meeting in respect of any share or shares upon which all calls due to the company have been paid.
(b) In the case of joint holders of shares, any one of such persons may vote, but if more than
one of such persons is present at a meeting, the person whose name stands first on the Register of Members shall alone be entitled to vote.
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(c) A proxy need not be a member of the company.
(d) An instrument of proxy shall be deemed to confer authority to demand or join in demanding
a poll.
(e) A proxy shall be entitled to vote on a show of hands on any matter at any general meeting. 9. Directors
(a) All the directors of the company shall be natural persons.
(b) Where provision is made for the directors to appoint a person as a director either to fill a casual vacancy, or as an addition to the board, any director so appointed shall hold office only until the next annual general meeting of the company, and shall then be eligible for re-election.
(c) Fees payable to non-executive directors shall be by a fixed sum, and not by a commission
on or a percentage of profits or turnover. Salaries payable to executive directors may not include a commission on or a percentage of turnover.
(d) Fees payable to directors shall not be increased except pursuant to a resolution passed at a
general meeting, where notice of the proposed increase has been given in the notice convening the meeting.
(e) A director shall not vote in regard to any contract or proposed contract or arrangement in
which he has directly or indirectly a personal material interest.
(f) The office of a director shall become vacant should he become of unsound mind or bankrupt during his term of office.
(g) A person who is not a retiring director shall be eligible for election to office of director at any
general meeting if some member intending to propose him has, at least eleven clear days before the meeting, left at the office of the company a notice in writing duly signed by the nominee, giving his consent to the nomination and signifying his candidature for the office, or the intention of such member to propose him. In the case of a person recommended by the directors for election, nine clear days' notice only shall be necessary. Notice of each and every candidature for election to the board of directors shall be served on the registered holders of shares at least seven days prior to the meeting at which the election is to take place.
(h) Where a managing director or a person holding an equivalent position is appointed for a
fixed term, the term shall not exceed five years.
(i) A managing director or a person holding an equivalent position shall be subject to the control of the board.
(j) The continuing directors may act notwithstanding any vacancy in the board, provided that if
their number is reduced below the minimum number fixed by or pursuant to the regulations of the company, the continuing directors may, except in an emergency, act only for the purpose of increasing the number of directors to such minimum number, or to summon a general meeting of the company.
(k) A director may appoint a person approved by a majority of his co-directors to act as his
alternate, provided that any fee paid by the company to the alternate shall be deducted from that director's remuneration. No director may act as an alternate director of the company. A person may not act as an alternate director for more than one director of the company.
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(l) Where two directors form a quorum, the chairman of a meeting at which only such a quorum is present, or at which only two directors are competent to vote on the matter at issue, shall not have a casting vote.
10. Accounts
(a) The interval between the close of an issuer’s financial year and the date of its annual general meeting (if any) shall not exceed four months.
11. Winding Up
(a) The basis on which shareholders would participate in a distribution of assets on a winding up shall be expressed.
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APPENDIX 4D TRANSFER CONFIRMATION BY SPONSOR
Cross referenced from Rule 410(2) We __________________________, sponsor of _______________________ (SGX Main Board
issuer applying for transfer) notify the Exchange that the issuer may be transferred to Catalist and the
following securities quoted:
____________________________ (details of securities) We confirm: 1. Having made reasonable due diligence enquiries and having considered all relevant matters as
required by the Rules for sponsors, we are satisfied that the issuer is suitable to be listed on Catalist.
2. The requirements in Rule 410 have been complied with. 3. There are no other matters known to us that should be taken into account except ____________
(if none, write nil). 4. We are not aware of any material information which has yet to be announced. 5. We hold a full mandate to undertake continuing activities for the issuer. 6. The directors of the issuer have been informed of their obligations under the Rules and relevant
Singapore laws and regulations. 7. The issuer has all the requisite approvals, and is in compliance with all laws and regulations, that
materially affect its business operations. 8. The number of shareholders is _____________ and the percentage of issued share capital held
in public hands is ________ %. 9. No further information relevant to the transfer should be advised to the Exchange. * Delete where not applicable. Dated: _________________ Signed on behalf of sponsor: __________________________________
(Name and designation of person signing)
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APPENDIX 4E APPLICANT’S LISTING AGREEMENT
Cross-referenced from Appendix 4F and Rule 410(3)
For *initial public offerings / very substantial acquisitions / reverse takeovers / transfers from SGX Main Board to Catalist: We, ........................................................................... (listing applicant/enlarged group), in consideration of Singapore Exchange Securities Trading Limited (SGX) admitting us to the Official List of Catalist and quoting our securities, agree to the following. Agreement 1. We agree:
(a) that the listing and quotation of our securities, or refusal, suspension or removal thereof, is in SGX’s absolute discretion. SGX may admit or quote on any conditions it decides. SGX is not obliged to give reasons;
(b) to comply with the Rules if admitted (as amended from time to time); (c) that the Rules may be modified or waived by the Exchange in its discretion; (d) that SGX may enforce any action, disciplinary or otherwise, under the Rules; (e) that SGX may make public any action taken and the reasons as set out in the Rules; (f) that SGX may contact any organisation (regulatory or professional) regarding the proposed
listing and quotation of our securities, and may give them and receive from them any information or documents considered by SGX or that organisation to be relevant;
(g) to pay all fees when due; (h) to accept as final, binding & conclusive any decision made by SGX; (i) to pay all costs required by SGX; (j) to submit to the non-exclusive jurisdiction of the courts of Singapore; and (k) that the proper law of this agreement is Singapore law.
Warranty 2. We warrant to SGX that:
(a) there is no reason not disclosed to our sponsor why our securities should not be listed and quoted on Catalist; and
(b) the information and documents provided to our sponsor, or provided to SGX as requested,
are complete and accurate. Indemnity 3. We indemnify SGX and its staff, agents and delegates to the fullest extent permitted by law in
respect of any claim, action, other civil liability, or expense arising from or connected with:
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(a) anything done or omitted to be done with reasonable care and in good faith in the course of, or in connection with, the discharge or purported discharge of their obligations under the law or the Rules;
(b) any breach of the above warranties; or (c) any breach of our agreement.
Dated: _________________________________ Proper execution by applicant (eg. seal)
_____________________________________________ Signed by ………………. (name and position) pursuant to authority granted by resolution of the Board on .................. (date)
* Delete where not applicable.
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APPENDIX 4F STEPS IN THE INITIAL PUBLIC OFFERING / VERY SUBSTANTIAL ACQUISITION /
REVERSE TAKEOVER PROCESS Cross-referenced from Rules 431 and 1015(5)
The steps in the initial public offering/very substantial acquisition/reverse takeover process and the documents to be lodged with, or submitted by the sponsor to, the Exchange are as follows. PART I: INITIAL PUBLIC OFFERING The usual timeline for an initial public offering is indicated in the far right column. In a particular case, the Exchange may change the timeline. Requirements for lodgement of documents are set out in Practice Note 4B. Steps Activity
Usual Timeline
Pre-admission Sponsor submits to the Exchange (Listings Department): 1. The pre-admission notification as described in Appendix
4A. 2. The requisite listing fee.
Registration day minus 29 calendar days
Lodgement of preliminary offer document
1. Sponsor lodges on behalf of the issuer, the preliminary offer document with the Exchange (Catalist Regulation) for posting on the SGX website, www.sgxcatalist.com. The preliminary offer document will be exposed for public comment for a minimum period of 14 calendar days, unless extended by the Exchange. The period cannot be shortened.
2. Sponsor submits Part I of the listing confirmation in
Appendix 4B, the undertaking by the issuer not to make an exempt offer (Rule 406(11)) and the required written consents (Rule 406(12)).
3. The sponsor may, on behalf of the issuer, lodge an
amendment to the offer document under section 240(9A) of the SFA with the Exchange acting as agent of the Authority. The public comment period may commence again at the Exchange’s discretion.
Registration day minus 15 calendar days
Registration of offer document
1. Sponsor submits to the Exchange (Catalist Regulation) Part II of the listing confirmation in Appendix 4B, the required written consents (Rule 406(12)) and the Applicant’s Listing Agreement in Appendix 4E, with requisite attachments.
2. The Exchange issues a registration notice and posts the
marked-up and clean copies of the offer document on the SGX website, www.sgxcatalist.com.
3. This must be at least 4 market days before trading
4. If, after registration, a replacement or supplementary offer document is required, the replacement or supplementary offer document must be lodged with the Exchange (Catalist Regulation) and the offer must be kept open for at least 14 days.
Offer 1. The applicant invites applications to subscribe for or
purchase the securities. 2. The offer must be kept open for at least 2 market days. 3. After the offer closes, the applicant announces the
outcome of the offer, and where appropriate, the level of subscription and the basis of allocation and allotment, and the subscription rate reflecting the true level of demand for the offer. In computing the subscription rate, subscriptions by connected persons and the persons mentioned in Rule 428 must be excluded.
Offer period
Confirmation of allotment
Sponsor submits to the Exchange (Catalist Regulation): 1. The information in Part III of the listing confirmation in
Appendix 4B. 2. A list of the directors and substantial shareholders and
their respective shareholdings.
Trading day minus 1 market day
Listing Trading begins
Trading day
PART II: VERY SUBSTANTIAL ACQUISITION/REVERSE TAKEOVER Steps Activity
Pre-admission 1. Sponsor submits to the Exchange (Listings Department) the pre-admission
notification as described in Appendix 4A at least 14 calendar days before lodgement of the shareholder’s circular and requisite listings fee.
2. Sponsor submits to the Exchange (Catalist Regulation) a draft shareholder’s
circular.
Lodgement of shareholder’s circular
1. Sponsor lodges shareholder’s circular with the Exchange (Catalist Regulation) for posting on the SGX website at least 14 calendar days before the shareholder’s meeting. Sponsor submits Part I of the listing confirmation in Appendix 10A. The shareholder’s circular will be exposed for public comment for a minimum period of 14 calendar days, unless extended by the Exchange. The period cannot be shortened.
2. Sponsor submits to the Exchange (Catalist Regulation) Part II of the listing
confirmation in Appendix 10A (where applicable), and Appendix 4E, with requisite attachments.
3. If there is a change in the sponsor for the enlarged group, sponsor submits
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Steps Activity
Appendix 2C.
Issue of listing and quotation notice
The Exchange issues a listing and quotation notice (where applicable) upon the lodgement of the shareholder’s circular.
Confirmation of allotment
Sponsor submits to the Exchange (Catalist Regulation) the information in Part III of the listing confirmation in Appendix 10A (where applicable).
Listing and quotation
Listing and quotation of the enlarged group (where applicable).
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APPENDIX 7A CORPORATE DISCLOSURE POLICY
Cross-referenced from Rule 703(4) PART I: INTRODUCTION 1. This Appendix sets out the Exchange’s corporate disclosure policy. 2. Rule 703(4)(a) obligates an issuer to provide timely disclosure of material information in
accordance with this policy. The Exchange regards disclosure as fundamentally important to the operation of a fair, orderly and transparent market for the trading of securities.
3. It is the sponsor’s responsibility to advise the issuer on timely and adequate disclosure of material
information. PART II: ISSUERS’ OBLIGATIONS UNDER RULE 703 4. Under Rule 703, an issuer must disclose information:
(a) Necessary to avoid the establishment of a false market in its securities. A false market may exist if information is not made available that would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, or buy or sell the securities. For this reason, an issuer may be required to clarify or confirm a rumour (see “Clarification or Confirmation of Rumours or Reports” below).
(b) That would be likely to have a material effect on the price or value of securities of that issuer.
5. Material information includes information, known to the issuer, concerning the issuer's property,
assets, business, financial condition and prospects; mergers and acquisitions; and dealings with employees, suppliers and customers; material contracts or development projects, whether entered into in the ordinary course of business or otherwise; as well as information concerning a significant change in ownership of the issuer's securities owned by insiders, or a change in effective or voting control of the issuer, and any developments that affect materially the present or potential rights or interests of the issuer's shareholders.
6. The fact that information is generally available is not a reason for failing to disclose under Rule
703. For example, if an issuer releases material information to the media but did not announce it to the market via SGXNET, the issuer is in breach of Rule 703. Rule 702 requires an issuer to make announcements via SGXNET, unless specified otherwise.
7. It is the responsibility of each issuer to disclose material information in its possession as required
by the listing rules. 8. Information must not be divulged to any person (outside of the issuer and its advisers) in such a
way as to place in a privileged dealing position any person. Information must not be released in such a way that transactions in the issuer’s listed securities (whether on market or off market) may be entered into at prices which do not reflect the latest publicly available information.
Some events requiring disclosure under Rule 703 9. Under Rule 703, the following events, while not comprising a complete list of all the situations
which may require disclosure, are likely to require immediate disclosure:-
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(a) a joint venture, merger or acquisition;
(b) the declaration or omission of dividends or the determination of earnings;
(c) firm evidence of significant improvement or deterioration in near-term earnings prospects;
(d) a subdivision of shares or stock dividends;
(e) the acquisition or loss of a significant contract;
(f) the purchase or sale of a significant asset;
(g) a significant new product or discovery;
(h) the public or private sale of a significant amount of additional securities of the issuer;
(i) a change in effective control or a significant change in management;
(j) a call of securities for redemption;
(k) the borrowing of a significant amount of funds;
(l) occurrence of an event of default under debt or other securities or financing or sale agreements;
(m) significant litigation;
(n) a significant change in capital investment plans. Examples include building of factories,
increasing plant and machinery, and increasing production lines;
(o) a significant dispute or disputes with sub-contractors, customers or suppliers, or with any parties;
(p) a tender offer for another company's securities;
(q) a valuation of the real assets of the group that has a significant impact on the group’s financial
position and/or performance. A copy of the valuation report must be made available for inspection at the issuer’s registered office during normal business hours for 3 months from the date of the announcement;
(r) if its sponsor will cease or ceases to sponsor it for any reason, stating the reasons and
effective date of such cessation; and
(s) the appointment of a new sponsor. PART III: EXCEPTION TO RULE 703 10. Rule 703 includes two exceptions from the requirement to make immediate disclosure. One
allows information not to be disclosed if to do so breaches the law (Rule 703(2)). The other allows an issuer to temporarily refrain from publicly disclosing particular information, provided that the information is of a certain type, a reasonable person would not expect it to be disclosed, and the information is kept confidential (Rule 703(3)).
11. An issuer can rely on the exception under Rule 703(3) while each of the three conditions is
satisfied. Should any of the conditions cease to be satisfied, the exception will similarly cease to be available, and the issuer must disclose the information immediately. The three conditions are:
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Condition 1: A reasonable person would not expect the information to be disclosed
(a) A reasonable person would not expect information to be disclosed if such disclosure would prejudice the ability of the issuer to pursue its corporate objective. Also, a reasonable person would not expect the disclosure of an inordinate amount of detail.
(b) If conditions 2 and 3 are satisfied but a reasonable person would expect the information to be
disclosed, the exception is not available. In considering if this condition is satisfied, the Exchange will balance the needs of the market and the interests of the issuer while having regard to the principle on which the listing rule is based.
Condition 2: The information is confidential Generally, information may be regarded as confidential if the issuer has control of the use that
can be made of the information. Confidentiality also means that no one in possession of the information is entitled to trade in that issuer’s listed securities. In this regard, unusual activity in the issuer’s securities may suggest that the information is no longer confidential. If so, this condition is not met. (See also “Confidentiality”)
Condition 3: The information is of the type in one of the listed categories. If the information is not of the type in one of the listed categories, or if it loses that character, then
the condition is not satisfied. PART IV: EXAMPLES OF THE OPERATION OF RULE 703 12. The following examples explain in more detail the operation of Rule 703. They illustrate the
general principles only and do not affect the operation of the listing rule.
(a) Example (1): Information concerning an incomplete proposal or negotiation
In the course of a successful negotiation for the acquisition of another company, for example, the only information known to each party at the outset may be the willingness of the other to hold discussions. Shortly thereafter, it may become apparent to the parties that it is likely an agreement can be reached. Finally, agreement in-principle may be reached on specific terms. In such circumstances, an issuer need not issue a public announcement at each stage of the negotiations, describing the current state of constantly changing facts but may await agreement in-principle on specific terms. If, on the other hand, progress in the negotiations should stabilise at some other point, disclosure should then be made if the information is material.
(b) Example (2): Information generated for internal management purposes
Disclosure of an issuer's internal estimates or projections of its earnings or of other data relating to its affairs is not necessary. If such estimates or projections are released, they should be prepared carefully, be soundly based and should be realistic. The estimates or projections should be qualified, if necessary, to ensure that they are properly understood. Should subsequent developments indicate that performance will not match earlier estimates or projections, this too should be reported promptly and the variances adequately explained.
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PART V: CONFIDENTIALITY 13. Where an issuer relies on Rule 703(3) to temporarily withhold material information, the strictest
confidentiality must be maintained. Access to the information should be restricted, to the extent possible, to the highest possible levels of management and should be disclosed to officers, employees and others only on a need-to-know basis. Distribution of paperwork and other data should be kept to a minimum. The issuer should establish clear protocols with its sponsor about who within the sponsor will receive and advise on company information.
14. It may be appropriate to require each person who gains access to the information to report to the
issuer, any transaction which he effects in the issuer's securities. 15. During this period, both the issuer and its sponsor should keep a close watch on the trading
activity of the issuer’s securities. The sponsor should be prepared to advise the issuer to make an immediate public announcement if necessary, and the issuer should be prepared to make an immediate public announcement if necessary.
PART VI: CLARIFICATION OR CONFIRMATION OF RUMOURS OR REPORTS 16. Public circulation of information, whether by an article published in a newspaper, by a broker's
market letter, or by word-of-mouth, either correct or false, which has not been substantiated by the issuer and which is likely to have, or has had, an effect on the price of the issuer's listed securities or would be likely to have a bearing on investment decisions must be clarified or confirmed promptly.
17. If rumours indicate that material information has been leaked, a frank and explicit announcement
is required. If rumours are in fact false or inaccurate, they should be promptly denied or clarified. A statement to the effect that the issuer knows of no corporate developments that could account for the unusual market activity can have a salutary effect. In addition, a reasonable effort should be made to bring the announcement to the attention of the party that initially distributed the information (in the case of an erroneous newspaper article, for example, by sending a copy of the announcement to the newspaper's financial editor, or in the case of an erroneous market letter, by sending a copy to the broker responsible for the letter). If rumours are correct or there are developments, an immediate statement to the public as to the state of negotiations or corporate plans in the rumoured area must be made. Such statements are essential despite the business inconvenience which may result, even if the matter had yet to be presented to the issuer's board of directors for consideration.
18. In the case of a rumour or report predicting future sales, earnings or other data, no response from
the issuer is ordinarily required. However, the issuer must make a prompt announcement so that the market remains properly informed if the rumour or report is materially incorrect and may mislead investors, or is specific enough to suggest that information came from an inside source, or the market moves in a way that appears to be referable to the rumour or report.
PART VII: UNUSUAL TRADING ACTIVITY 19. It is the duty of an issuer to request for the trading halt or suspension if the need arises. In support
of the issuer, it is the sponsor’s responsibility to monitor trading activity in the issuer’s securities and advise the issuer if a trading halt or suspension is warranted.
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20. Where unusual trading activity in an issuer's securities occurs without any apparent publicly available information which could account for the activity, it may signify trading by persons who are acting on unannounced material information or on a rumour or report, whether true or false. Unusual market activity may not be traceable either to insider trading or to a rumour or report. Nevertheless, the market activity itself may be misleading to investors, who may assume that a sudden and appreciable change in the price of the issuer's securities reflects a corresponding change in its business or prospects.
21. Similarly, unusual trading volume, even when not accompanied by a significant change in price,
tends to encourage rumours and give rise to excessive speculative trading activity which may be unrelated to actual developments in the issuer's affairs.
22. In such situations, the issuer, in consultation with its sponsor
, should undertake a review to seek the causes of the unusual trading activity in its securities and take appropriate steps, including making announcements where necessary. The issuer should consider whether any information about its affairs, which would account for the activity, has recently been publicly disclosed, whether there is any material information that has not been publicly disclosed (in which case, the unusual trading activity may signify that a "leak" has occurred), and whether the issuer is the subject of a rumour or report. The issuer and its sponsor should respond promptly to any enquiries made by the Exchange concerning the unusual trading activity and may be guided by the following:
(a) If the issuer determines that the unusual trading activity results from material information that has been publicly disseminated via SGXNET, generally no further announcement is required. However, if the market activity indicates that such information may have been misinterpreted, it may be helpful, after discussion with the sponsor and the Exchange, to issue an announcement to clarify the matter;
(b) If the unusual trading activity results from the "leak" of material information, the information in
question must be announced promptly. If the unusual trading activity results from a false rumour or report, the Exchange's policy on correction of such rumours and reports, (discussed in “Clarification or Confirmation of Rumours or Reports”) should be observed; and
(c) If the issuer is unable to determine the cause of the unusual trading activity, the Exchange
may suggest that the issuer makes a public announcement to the effect that there have been no undisclosed recent developments affecting the issuer or its affairs which would account for the unusual trading activity.
PART VIII: POLICY ON THOROUGH PUBLIC DISSEMINATION 23. Material information must be disclosed when it arises, even if during trading hours. The Exchange
will expect the issuer to request a trading halt to facilitate the dissemination of the material information during trading hours. As a guide, a trading halt requested for dissemination of material information will last thirty minutes after the release of the material information, or such other period as the Exchange considers it appropriate. The issuer may request a temporary suspension if it is unable to release the material information by the end of the trading halt. Otherwise, the Exchange will consider whether a temporary suspension in trading of the issuer's securities is necessary to enable the material information to be properly disseminated. As a guide, the temporary suspension may last an hour after the announcement has been released to the Exchange.
24. Public disclosure of material information must be made by an announcement released to the
Exchange via SGXNET. To facilitate the dissemination of information, copies of the announcement may be provided simultaneously to newspapers and newswire services.
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25. The Exchange recommends that issuers observe an "open door" policy in dealing with analysts, journalists, stockholders and others. However, under no circumstances should disclosure of material information be made on an individual or selective basis to analysts, stockholders, or other persons unless such information has previously been fully disclosed and disseminated to the public. If material information is inadvertently disclosed at meetings with analysts or others, it must be publicly disseminated as promptly as possible by the means described in this Part.
26. The Exchange recognizes that there may be limited instances where selective disclosure is
necessary. One example is the pursuit of the issuer’s business or corporate objectives, such as when the issuer is undertaking a major corporate exercise. Another example is due diligence when the issuer is the subject of an acquisition. In these circumstances, selective disclosure may be required to facilitate the exercise. However, such disclosure should be made on a need to know basis and subject to appropriate confidentiality restraints.
PART IX: CONTENT AND PREPARATION OF PUBLIC ANNOUNCEMENT 27. The content of a press release or other public announcement is as important as its timing. Each
announcement should:
(a) be factual, clear and succinct;
(b) contain sufficient quantitative information to allow investors to evaluate its relative importance to the activities of the issuer;
(c) be balanced and fair. Thus, the announcement should avoid:
(i) omission of important unfavourable facts, or the slighting of such facts (for example by
"burying" them at the end of a press release);
(ii) presentation of favourable possibilities as certain, or as more probable than is actually the case;
(iii) presentation of projections without sufficient qualification or without sufficient factual basis;
(iv) negative statements phrased to create a positive implication, for example, "The company
cannot now predict whether the development will have a materially favourable effect on its earnings," (implying that the effect will be favourable even if not materially favourable), or "The company expects that the development will not have a materially favourable effect on earnings in the immediate future," (implying that the development will eventually have a materially favourable effect); and
(v) use of promotional jargon calculated to excite rather than to inform;
(d) avoid over-technical language, and should be expressed to the extent possible in language
comprehensible to the layman; (e) explain the consequences or effects of the information on the issuer's future prospects. If the
consequences or effects cannot be assessed, explain why; and
(f) include the statement in Rule 752(2). 28. The following guidelines for the preparation of press releases and other public announcements
should help issuers ensure that the content of such announcements meet the principles discussed in paragraph 27:
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(a) Every announcement should be prepared or reviewed by (i) an official of the issuer familiar with the matters to be disclosed, and (ii) an official of the issuer familiar with the requirements of the Exchange and any applicable requirements of securities laws. Every announcement should be reviewed by the issuer’s sponsor.
(b) Since skill and experience are important to the preparation and editing of accurate, fair and
balanced public announcements, the Exchange recommends that a limited group of individuals within the issuer be given this assignment on a continuing basis.
(c) Review of press releases and other public announcements by legal counsel is often desirable
or necessary, depending on the importance and complexity of the announcement. PART X: POLICY ON INSIDER TRADING 29. Issuers and parties who may be regarded as insiders should be fully aware of the provisions in
any applicable legislation on insider trading. 30. Persons who come into possession of material information, before its public release, are
considered insiders for the purposes of the Exchange's corporate disclosure policies. Such persons include sponsors, substantial shareholders, directors, executive officers and other employees, and frequently also include the issuer's lawyers, accountants, bankers, investment bankers, public relations consultants, advertising agencies, consultants, valuers and other third parties. The associates (as defined in “Definitions and Interpretation”) of, and those under the control of, insiders may also be regarded as insiders. Where an issuer is involved in the negotiation of an acquisition or transaction, the other parties to the negotiation may also be regarded as insiders.
31. Issuers should make insiders (and others who have access to material information on the issuer
before it is publicly disclosed) aware that trading in the issuer's securities while in possession of undisclosed material information or tipping such information is an offence under Singapore's securities laws and may also give rise to civil liability. Issuers are advised to refer to the Best Practices Guide which provides guidance on the principles and best practices with regard to dealings by the directors and employees of the issuers in their respective issuer’s securities.
32. Issuers should establish, publish and enforce effective procedures applicable to the purchase and
sale of the securities of the issuer and listed members of its group by officers, directors, employees and other insiders. The procedures should be designed not only to prevent improper trading, but also to avoid any question of the propriety of insider purchases or sales.
PART XI: ROLE OF MARKET SURVEILLANCE 33. An issuer and its sponsor should monitor the trading in the issuer’s securities to detect any
unusual trading activity. Where such unusual trading activity is observed, issuers should note Part VII above. The Exchange also monitors trading of listed securities. Where there is unusual trading activity in a listed security, and it appears to the Exchange that the unusual trading activity cannot be explained by known factors, the Exchange may require the issuer to make an announcement. The announcement should, inter alia, state whether the issuer and its directors are aware of the reasons for the unusual trading activity and whether there is any material information which has not been publicly disclosed. If the issuer or its directors are aware of any matters concerning the substantial shareholders that may account for the unusual trading activity, they must take this into consideration when responding to any query by the Exchange.
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APPENDIX 7B NOTICE OF SUBSTANTIAL SHAREHOLDERS’ AND DIRECTORS’ INTERESTS
AND CHANGES IN INTERESTS Cross-referenced from Rule 704(3)
NOTE: This form is for the purpose of Listing Rule 704(3). Completion of this form does not necessarily mean that Section 83 of the Companies Act has been complied with. PART I [Please complete this Part] 1. Date of notice to issuer: 2. Name of Director or Substantial Shareholder: 3. Please tick one or more appropriate box(es):
Notice of a Director’s (including a director who is a substantial shareholder) interest and change in interest. [Please complete Parts II and IV]
Notice of a New Substantial Shareholder’s interest. [Please complete Parts II and IV]
Notice of a change in the percentage level of a Substantial Shareholder’s interest or Cessation of Interest. [Please complete Parts III and IV]
PART II 4. Date of change of interest: 5. Name of Registered Holder: 6. Circumstances giving rise to the interest or the change in interest: 7. Information relating to shares held in the name of the Registered Holder:
Number of shares held before the change: As a percentage of issued share capital: Number of shares which are the subject of this notice: As a percentage of the issued share capital: Amount of consideration (excluding brokerage and stamp duties) per share paid or received: Number of shares held after the change: As a percentage of issued share capital:
PART III 8. Date of change of interest: 9. The change in the percentage level: From __% to __%. 10. Circumstances giving rise to the interest or change in interest:
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11. A statement of whether the change in the percentage level is the result of a transaction or a series
of transactions: PART IV 12. Holdings of Substantial Shareholder or Director, including direct and deemed interest:
Direct Deemed Number of shares held before change: As a percentage of issued share capital: Number of shares held after change: As a percentage of issued share capital:
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APPENDIX 7C APPOINTMENT OF A RELATIVE OF A DIRECTOR, CHIEF EXECUTIVE OFFICER,
OR SUBSTANTIAL SHAREHOLDER OF AN ISSUER TO A MANAGERIAL POSITION IN THE ISSUER
OR ANY OF ITS PRINCIPAL SUBSIDIARIES Cross-referenced from Rule 704(10)
Name of Issuer: ____________________________________ Date of Announcement: ______________________________ Name Age Family relationship
with any director and/or substantial shareholder
Current position and duties, and the year the position was first held
Details of changes in duties and position held, if any, during the year
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APPENDIX 7D FINANCIAL STATEMENTS AND DIVIDEND ANNOUNCEMENT
Cross-referenced from Rule 705 PART I: INFORMATION REQUIRED FOR QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL
YEAR ANNOUNCEMENTS 1. In the case of Q1, Q2 and Q3 announcements, issuers may present the following statements in
any format provided that the same format is used for each quarter. In the case of half-year and full year announcements, issuers must present the following statements in the form presented in the issuer’s most recently audited annual financial statements:
(a) (i) An income statement (for the group), together with a comparative statement for the
corresponding period of the immediately preceding financial year.
(ii) The following items (with appropriate breakdowns and explanations), if significant, must either be included in the income statement or in the notes to the income statement for the current financial period reported on and the corresponding period of the immediately preceding financial year:
(A) Investment income (B) Other income including interest income (C) Interest on borrowings (D) Depreciation and amortisation (E) Allowance for doubtful debts and bad debts written off (F) Write-off for stock obsolescence (G) Impairment in value of investments (H) Foreign exchange gain/loss (where applicable) (I) Adjustments for under or overprovision of tax in respect of prior years (J) Profit or loss on sale of investments, properties, and/or plant and equipment (K) Exceptional items (L) Extraordinary items
(b) (i) A balance sheet (for the issuer and group), together with a comparative statement as at
the end of the immediately preceding financial year. (ii) In relation to the aggregate amount of the group's borrowings and debt securities, specify
the following as at the end of the current financial period reported on with comparative figures as at the end of the immediately preceding financial year:
(A) the amount repayable in one year or less, or on demand; (B) the amount repayable after one year; (C) whether the amounts are secured or unsecured; and (D) details of any collaterals.
(c) A cash flow statement (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year.
(d) (i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year. (ii) Details of any changes in the company's share capital arising from rights issue, bonus
issue, share buy-backs, exercise of share options or warrants, conversion of other issues
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of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.
(iii) To show the total number of issued shares excluding treasury shares as at the end of the
current financial period and as at the end of the immediately preceding year.
(iv) A statement showing all sales, transfers, disposals, cancellation and/or use of treasury shares as at the end of the current financial period reported on.
2. Whether the figures have been audited or reviewed, and in accordance with which auditing
standard or practice. 3. Where the figures have been audited or reviewed, the auditors’ report (including any qualifications
or emphasis of a matter). 4. Whether the same accounting policies and methods of computation as in the issuer’s most
recently audited annual financial statements have been applied. 5. If there are any changes in the accounting policies and methods of computation, including any
required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.
6. Earnings per ordinary share of the group for the current financial period reported on and the
corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends:
(a) based on the weighted average number of ordinary shares on issue; and (b) on a fully diluted basis (detailing any adjustments made to the earnings).
7. Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the:
(a) current financial period reported on; and (b) immediately preceding financial year.
8. A review of the performance of the group, to the extent necessary for a reasonable understanding
of the group’s business. It must include a discussion of the following:
(a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and
(b) any material factors that affected the cash flow, working capital, assets or liabilities of the
group during the current financial period reported on. 9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any
variance between it and the actual results. 10. A commentary at the date of the announcement of the significant trends and competitive
conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months.
11. If a decision regarding dividend has been made:
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(a) Whether an interim (final) ordinary dividend has been declared (recommended); and
(b) (i) Amount per share ......... cents
(ii) Previous corresponding period ...... cents (c) Whether the dividend is before tax, net of tax or tax exempt. If before tax or net of tax, state
the tax rate and the country where the dividend is derived. (If the dividend is not taxable in the hands of shareholders, this must be stated).
(d) The date the dividend is payable. (e) The date on which Registrable Transfers received by the company (up to 5.00 pm) will be
registered before entitlements to the dividend are determined. 12. If no dividend has been declared (recommended), a statement to that effect. PART II: ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCMENT 13. Segmented revenue and results for business or geographical segments (of the group) in the form
presented in the issuer’s most recently audited annual financial statements, with comparative information for the immediately preceding year.
14. In the review of performance, the factors leading to any material changes in contributions to
turnover and earnings by the business or geographical segments. 15. A breakdown of sales as follows:
Latest Financial Year
Previous Financial Year
% increase/ (decrease)
$'000 $'000
Group Group Group
(a) Sales reported for first half year
(b) Operating profit/loss after tax before deducting minority interests reported for first half year
(c) Sales reported for second half year
(d) Operating profit/loss after tax before deducting minority interests reported for second half year
16. A breakdown of the total annual dividend (in dollar value) for the issuer’s latest full year and its
previous full year as follows:-
(a) Ordinary (b) Preference (c) Total
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APPENDIX 7E MINIMUM TERMS OF SPONSORSHIP
Cross-referenced from Rule 747(1) An issuer’s written contract with a sponsor must include terms to the following effect. The contract may contain any other terms the parties wish to include, provided they do not contradict these terms. 1. Acknowledgement that the terms of sponsorship are intended to enable the sponsor and the
issuer to comply fully with the Rules. 2. To meet the issuer’s obligations under the Rules, the issuer gives the sponsor authority to:
(a) peruse all documents or records of the issuer and for this purpose have access to the issuer’s premises and other places where its records are kept;
(b) review all documents to be released by the issuer to shareholders or the market;
(c) make all necessary inquiries with the issuer’s directors, employees, or auditors;
(d) contact the Exchange on behalf of the issuer;
(e) bind the issuer in dealings with the Exchange;
(f) take external professional advice in relation to any matter relevant to the sponsorship;
(g) include the sponsor’s details on any announcements or any documents to be sent to
shareholders; and
(h) in the case of a conflict for the sponsor, take directions from the Exchange.
3. The sponsorship is exclusive.
4. The sponsorship will not be terminated without notice:
(a) by the issuer of at least 1 month (unless otherwise agreed by the Exchange); and (b) by the sponsor of at least 3 months (unless otherwise agreed by the Exchange).
5. The issuer will take all steps, execute all documents, pay all fees, liaise with the sponsor, and do
(or procure to be done) all things necessary to comply with the Rules. 6. The sponsor will be available to advise the issuer as necessary in respect of the issuer’s
compliance with the Rules. 7. The issuer must consult the sponsor as necessary in respect of the issuer’s compliance with the
Rules and give due consideration to such advice. 8. Acknowledgement that the sponsor owes duties to the Exchange that it may discharge without
liability to the issuer. 9. The sponsor will not take any action or do anything that might result in a breach of a law or the
Rules. 10. Any term of the sponsorship that contradicts the requirements of the Rules (including this
Appendix) is void and of no effect.
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APPENDIX 7F SUMMARY OF RESERVES AND RESOURCES
Cross-referenced from Rule 705(7), 1204(21) and Practice Note 4C The following information must be provided for each asset of the issuer: 1. Summary of Mineral Reserves and Resources Name of Asset/Country:
Category Mineral Type
Gross Attributable to licence
Net Attributable to Issuer Remarks
Tonnes (millions)
Grade Tonnes (millions)
Grade Change from
previous update
(%) Reserves
Proved
Probable
Total
Resources*
Measured
Indicated
Inferred
Total
*The Measured and Indicated Resources are additional to the Reserves
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2. Summary of Oil and Gas Reserves and Resources Name of Asset/Country: Category Gross Attributable to licence
(MMbbl / Bcf) Net Attributable to Issuer Remarks
(MMbbl / Bcf) Change from previous update
(%) Oil Reserves
1P
2P
3P
Total
Natural Gas and Liquids Reserves
1P
2P
3P
Total
Contingent Resources
Oil
1C
2C
3C
Natural Gas and Liquids
1C
2C
3C
1P: Proved 2P: Proved + Probable 3P: Proved + Probable + Possible MMbl : Millions of barrels Bcf : Billions of cubic feet Name of Qualified Person : Date :
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APPENDIX 8A DISCLOSURE REQUIREMENTS FOR RIGHTS ISSUES OR BOUGHT DEALS
Cross-referenced from Rule 814 1. Apart from providing the information prescribed by the law, an issuer that is required to comply
with the offer information statement requirements in Rule 865, must also provide the information set out in paragraphs 3(b) and, if applicable, (c) below.
2. An issuer that is not required to comply with the offer information statement requirements is
required to provide the same disclosures in its offering circular as an issuer that is required to comply with the offer information statement requirements. The issuer is also required to provide the information set out in paragraph (3)(a), (b), (d) and, if applicable, (c) below in its offering circular.
3. The following information must be included in the offer information statement or offering circular,
where applicable, OR announced separately before trading of nil-paid rights commences:
(a) On the cover page of the offering circular:
(i) The statements required in Rule 865(2) in respect of an offer information statement. (ii) A statement that the issuer intends to list the securities which are the subject of the rights
issue or bought deal and that acceptance of applications will be conditional upon issue of the securities and SGX-ST’s listing and quotation notice.
(iii) A statement that a listing and quotation notice has been obtained from SGX-ST for listing
of new securities arising from the rights issue or bought deal, which will commence after all securities certificates have been issued and the allotment letter from the CDP has been dispatched.
(b) Working Capital
A review of the working capital for the last three financial years and the latest half year, if applicable.
(c) Convertible Securities
(i) Where the rights issue or bought deal involves an issue of convertible securities, such as
company warrants or convertible debt, the information in Rule 832. (ii) Where the rights issue or bought deal is underwritten and the exercise or conversion price
is based on a price-fixing formula, to state that the exercise or conversion price must be fixed and announced before trading of nil-paid rights commences.
(d) A statement by the sponsor that, to the best of its knowledge and belief, the document
constitutes full and true disclosure of all material facts about the issue, the issuer and its subsidiaries, and that the sponsor is not aware of any facts the omission of which would make any statement in the document misleading; and where the document contains a profit forecast, that it is satisfied that the profit forecast has been stated by the directors after reasonable enquiry.
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APPENDIX 8B CONFIRMATION FOR CORPORATE ACTIONS / ADDITIONAL LISTING
Cross-referenced from Rule 864(1)
We __________________________, sponsor of _______________________ (issuer) notify the
Exchange that the issuer *will be undertaking the following corporate action / has the following
securities for additional listing:
*For corporate action: (details of corporate action) *For additional listing: (details of securities) The issue is a result of (insert details)
PART I: CONFIRMATION FOR CORPORATE ACTIONS / ADDITIONAL LISTING 1. We, ____________________, sponsor of _____________________ (issuer), confirm that, to the
best of our knowledge and belief, having made reasonable due diligence enquiries and considered all relevant matters under the Rules in relation to this *circular/additional listing application:
(a) All applicable requirements of the Rules for issuers and sponsors are met (except as waived
by the Exchange in writing). (b) All documents required by the Rules are included with this confirmation. (c) Where applicable, we complied with the SIBA Due Diligence Guidelines or _____________
(such other satisfactory and no less strict due diligence guidelines or processes).
2. We confirm that:
(a) We have given written consent to being named as sponsor in the offer information statement, and a statement of such consent appears in the offer information statement. Where we act as issue manager to the offer of securities, we have given written consent to being named as issue manager in the offer information statement.
(b) Each issue manager and underwriter named in the offer information statement has given his
written consent to being named, and a statement of such consent appears in the offer information statement.
(c) Where the offer information statement contains a statement purporting to be made by, or
based on a statement made by, an expert, the expert has given his written consent to the issue of such statement, and a statement of his consent appears in the offer information statement.
(d) The written consents referred to in paragraphs 2(a), (b) and (c) above have been lodged with
the Exchange.
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(e) The offer information statement has been signed in accordance with Regulation 30(4) of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005.
3. With regards to an additional listing of securities:
(a) We are satisfied that the securities are suitable for additional listing. (b) That in our opinion, the issue of securities does not result in a change of control of the type
under Rule 1015, and the basis for such opinion is . 4. The corporate action/additional listing circular contains all information:
(a) Required by the relevant laws and regulations. (b) Necessary to allow shareholders to make a properly informed decision.
5. This additional listing confirmation is accompanied by:
(a) The listing fee
(b) The information required as follows: • For exercise of company warrants/ convertible preference shares – Appendix 8C • For convertible loan stocks/ bonds – Appendix 8C • For options exercised under an employee share options scheme – Appendix 8C
* Delete where not applicable. Dated: _________________ Signed on behalf of sponsor: __________________________________
(Name and designation of person signing) PART II: CONFIRMATION FOR ADDITIONAL LISTING (AFTER ALLOTMENT) Please provide the following statements of confirmation where applicable. We confirm that: 1. The distribution of the applicant’s securities after allotment of the additional securities is not
expected to result in a disorderly market when trading begins. 2. The additional securities to be quoted are eligible for deposit with CDP. 3. All share certificates have been issued and despatched (if applicable). 4. A copy of the return of allotment has been duly filed with the Accounting and Corporate
Regulatory Authority (ACRA).
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5. The new shares *do/do not rank pari passu in all respects with the existing shares of the Company.
* Delete where not applicable. Dated: _________________ Signed on behalf of sponsor: __________________________________ (Name and designation of person signing)
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APPENDIX 8C NOTIFICATION FOR LISTING OF SECURITIES ARISING FROM EXERCISE OF
COMPANY WARRANTS / CONVERTIBLE PREFERENCE SHARES / CONVERTIBLE LOAN STOCKS/BONDS / OPTIONS EXERCISED UNDER AN EMPLOYEES’ SHARE
OPTION SCHEME* Cross-referenced from Rule 864(2)
Name of Issuer: __________________________________________________________ Notification for listing of _______________________________________________ additional securities of $___________ each fully paid arising from the exercise of ______________ Company Warrants / Convertible Preference Shares / Convertible Loan Stocks / Bonds / options exercised under the Employees' Share Option Scheme (the "Scheme")*. 1. State how the additional securities rank with existing securities.
(If they do not rank pari passu, confirm that the new certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
2. In respect of each class of securities, provide the following details: Class of security : ______________________ 3. **We confirm that the:
(a) Company Warrants / Convertible Preference Shares* were exercised in compliance with the terms of the Deed Poll dated _____________; or
(b) Convertible Loan Stocks / Bonds* were converted in compliance with the terms of the
Trust Deed dated _____________; or
(c) Attached list of options were granted and exercised in compliance with the terms of the Scheme approved by shareholders at the Extraordinary General Meeting held on _____________.
(d) Listing and Quotation Notice in respect of the securities has been issued by the
Exchange. Enclosures:
(a) A copy of the Return of Allotment (Form 24) (if any) filed with the ACRA. (b) Confirmation of despatch of Share/Stock Certificates. (c) Cheque for any additional listing fee, if applicable. (d) Listing and Quotation Notice.
* Delete where not applicable. ** Complete as applicable. Dated: ________________ Signed on behalf of issuer: __________________________________
(Name and designation of person signing) Dated: ________________ Signed on behalf of issuer: __________________________________
(Name and designation of person signing)
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APPENDIX 8D DAILY SHARE BUY-BACK NOTICE
Cross-referenced from Rule 871
Name of Overseas Exchange if Company has Dual Listing:___________________ (1) Share Buy-Back Authority
Maximum number of shares authorised for purchase (2) Details of Purchases Made
(a) Purchases made by way of market acquisition Singapore Exchange Overseas Exchange
1. Date of Purchases
2. (a) Total number of shares purchased
(b) Number of shares cancelled
(c) Number of shares held as treasury shares
3. (a) Price paid per share or (b) - Highest price per share
- Lowest price per share (specify currency)
4. Total consideration (including stamp duties, clearing charges, etc) paid or payable for the shares
(b) Purchase made by way of off-market acquisition on equal access scheme Singapore Exchange Overseas Exchange 1. Date of Purchases
2. (a) Total number of shares purchased or agreed to be purchased
(b) Number of shares cancelled
(c) Number of shares held as treasury shares
3. Price paid or payable per share (specify currency)
4. Total consideration (including stamp duties, clearing charges, etc) paid or payable for the shares
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(3) Cumulative Purchases By way of market
acquisition By way of off-market
acquisition on equal access scheme
Total
Number %1 Number % Number % Cumulative number of
shares purchased to date2
(4) Number of issued shares excluding
treasury shares after purchase
Number of treasury shares held after purchase
1 Percentage of company’s total number of issued shares excluding treasury shares as at the date
of the share buy-back resolution. 2 From the date on which the share buy-back mandate is obtained.
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APPENDIX 10A REVERSE TAKEOVER / VERY SUBSTANTIAL ACQUISITION LISTING CONFIRMATION
Cross-referenced from Rule 1015(6) We __________________________, sponsor of _______________________ (issuer) notify the
Exchange that the enlarged group is suitable for continued listing and the following additional
securities will be quoted:
____________________________ (details of securities) PART I: CONFIRMATION (LODGEMENT) 1. We confirm that, to the best of our knowledge and belief, having made reasonable due diligence
enquiries and considered all relevant matters under the Rules in relation to this application for listing:
(m) All applicable requirements of the Rules are met (except as waived by the Exchange in
writing). (n) We are satisfied that the enlarged group is suitable for listing on Catalist. (o) The *very substantial acquisition/reverse takeover circular contains all information required by
the relevant laws and regulations. (p) The very substantial acquisition/reverse takeover circular contains all information necessary
to allow shareholders to make a properly informed decision. (q) There are no other matters known to us that should be taken into account except
____________ (if none, write nil). (r) No material information has changed from the *very substantial acquisition/reverse takeover
circular except ___________ (if no change, write nil. If any changes, identify the attachment with the changes marked.).
(s) The issuer has all the requisite approvals, and is in compliance with all laws and regulations,
that materially affect its business operations. (t) The issuer has established adequate procedures, systems and controls (including accounting
and management systems) to meet its obligations under the Rules. (u) The directors of the issuer have received adequate advice and guidance from us (and other
appropriate professional advisers) on their legal and regulatory obligations as an issuer on Catalist.
(v) All documents required by the Rules are included with this listing confirmation. (w) We complied with the SIBA Due Diligence Guidelines or _____________ (such other
satisfactory and no less strict due diligence guidelines or processes). (x) We are independent from the issuer and are able to demonstrate it to the Exchange, if
required.
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(y) We hold a full mandate to undertake the relevant sponsorship activities for the issuer for at least three years.
2. In relation to paragraph 1(l) of the above declaration, we disclose the following.
(c) *We/our partners, directors, employees/associates of such partners, directors and employees, either individually or collectively, *have/do not have, or may as a result of the listing or a transaction *have/not have, any interest1
in any class of securities of the listing applicant/ issuer/enlarged group above 5% of the total issued securities. Details of such interest (if any) are as follows: .
(d) Our *partners, directors, employees/associates of such partners, directors and employees involved in providing advice to the listing applicant/issuer *have/do not have a directorship in the listing applicant/issuer/enlarged group. Details of such directorship (if any) are as follows: .
For additional listing of securities: 3. The indicative range of the issue price for the offer is: .
4. We confirm that:
(c) We have given written consent to being named as sponsor in the offer information statement, and a statement of such consent appears in the offer information statement. Where we act as issue manager to the offer of securities, we have given written consent to being named as issue manager in the offer information statement.
(d) Each issue manager and underwriter named in the offer information statement has given his
written consent to being named, and a statement of such consent appears in the offer information statement.
(e) Where the offer information statement contains a statement purporting to be made by, or
based on a statement made by, an expert, the expert has given his written consent to the issue of such statement, and a statement of his consent appears in the offer information statement.
(f) The written consents referred to in paragraphs 4(a), (b) and (c) above have been lodged with
the Exchange. (g) The offer information statement has been signed in accordance with Regulation 30(4) of the
Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005.
(h) We are satisfied that the securities are suitable for additional listing.
5. This additional listing confirmation is accompanied by:
(a) The listing fee
(b) The information required as follows: • For exercise of company warrants/ convertible preference shares – Appendix 8C • For convertible loan stocks/ bonds – Appendix 8C
1 An interest is a direct or indirect interest and includes options or rights to subscribe for securities.
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• For options exercised under an employee share options scheme – Appendix 8C
* Delete where not applicable. Dated: _________________ Signed on behalf of sponsor: __________________________________
(Name and designation of person signing) PART II: CONFIRMATION FOR ADDITIONAL LISTING (AFTER ALLOTMENT) Please provide the following statements of confirmation where applicable. 1. We confirm that:
(a) The distribution of the applicant’s securities after allotment of the additional securities is not expected to result in a disorderly market when trading begins.
(b) The additional securities to be quoted are eligible for deposit with CDP. (c) All share certificates have been issued and despatched (if applicable). (d) A copy of the return of allotment has been duly filed with the Accounting and Corporate
Regulatory Authority (ACRA). (e) The new shares *do/do not rank pari passu in all respects with the existing shares of the
Company. (f) The number of shareholders is _____________ and the percentage of issued share capital
held in public hands is ________ %. (g) Rules 428 and 429 have been complied with.
(h) The following details in respect of moratorium shares are attached to this confirmation:
(iv) the name of the registered shareholder (and beneficial shareholder if different); (v) the share certificate number and number of shares represented; (vi) the endorsement on the share certificate.
*Delete where not applicable. Dated: _________________ Signed on behalf of sponsor: __________________________________
(Name and designation of person signing)
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APPENDIX 14A EXISTING ISSUER’S UNDERTAKING
Cross-referenced from Rule 1403(3)
We, ........................................................................... (existing issuer), intend to comply with the Catalist Rules. Agreement 1. We agree:
(a) That the listing and quotation of our securities, or refusal, suspension or removal thereof, is in
the absolute discretion of the Singapore Exchange Securities Trading Limited (SGX). SGX may admit or quote on any conditions it decides. SGX is not obliged to give reasons.
(b) To comply with the Rules if admitted (as amended from time to time). (c) That the Rules may be modified or waived by SGX in its discretion. (d) That SGX may enforce any action, disciplinary or otherwise, under the Rules. (e) That SGX may make public any action taken and the reasons as set out in the Rules. (f) That SGX may contact any organisation (regulatory or professional) regarding the proposed
listing and quotation of our securities, and may give them and receive from them any information or documents considered by SGX or that organisation to be relevant.
(g) To pay all fees when due. (h) To accept as final, binding & conclusive any decision made by SGX. (i) To pay all costs required by SGX. (j) To submit to the non-exclusive jurisdiction of the courts of Singapore. (k) That the proper law of this agreement is Singapore law.
Warranty 2. We warrant to SGX that:
(a) There is no reason not disclosed to our sponsor why our securities should not be listed and
quoted on Catalist. (b) The information and documents provided to our sponsor, or provided to SGX as requested,
are complete and accurate. Indemnity 3. We indemnify SGX and its staff, agents and delegates to the fullest extent permitted by law in
respect of any claim, action, other civil liability, or expense arising from or connected with:
(a) Anything done or omitted to be done with reasonable care and in good faith in the course of, or in connection with, the discharge or purported discharge of their obligations under the law or the Rules.
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(b) Any breach of the above warranties.
(c) Any breach of our agreement.
Dated: _________________________________ Proper execution by applicant (eg, seal)*
________________________________________ Signed by ………………. (name and position) pursuant to authority granted by resolution of the Board on .................. (date) *
* Delete where not applicable.
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PRACTICE NOTE 2A ELIGIBILITY CRITERIA FOR SPONSORS Cross-referenced from Rules 204, 205 and 224(3)(a)
1. Introduction
(a) This Practice Note sets out the Exchange’s expectations in relation to some of the eligibility criteria for becoming and remaining a sponsor.
2. Minimum capital (Rules 204(1) and 205(1))
(a) A full sponsor must maintain a minimum base capital of S$500,000 and a continuing sponsor must maintain a minimum base capital of S$250,000. The Exchange will calculate minimum base capital in a similar way to that applicable for a capital market services licence.
3. Physical office (Rule 204(2) and 205(2))
(a) As part of operating out of a physical office in Singapore, a sponsor should have at least 2 registered professionals based in Singapore.
4. Fit and proper criteria (Rules 204(3) and 205(3))
(a) The Exchange will assess whether an applicant’s substantial shareholders, directors and officers are fit and proper, using the guidelines applicable to capital market services licence holders. In general, the substantial shareholders, directors and officers must demonstrate the following:
(i) honesty, integrity and reputation; (ii) competence and capability; and (iii) financial soundness.
(b) When assessing honesty, integrity and reputation, the Exchange will take into account
whether the substantial shareholders, directors and officers have any links with money laundering or terrorist financing activities.
5. Experience (Rules 204(4) and 205(4))
(a) For an applicant intending to undertake introducing activities, the Exchange would normally regard relevant experience as having managed at least 3 initial public offerings or reverse takeovers in the last 2 years on the Exchange or an exchange from an acceptable jurisdiction (i.e. within a market of comparable regulatory standards to Singapore).
(b) For an applicant intending to undertake continuing activities, the Exchange would normally
regard relevant experience as having advised on corporate finance transactions in the last 2 years on the Exchange or an exchange from an acceptable jurisdiction (i.e. within a market of comparable regulatory standards to Singapore). Relevant transactions include acquisitions and disposals, rights/bonus issues, placements of securities, and takeovers.
(c) An applicant relying on overseas experience must provide documentary proof of the work
done on overseas exchanges and, where available, any formal communication indicating the quality of work. The Exchange may contact the overseas exchange(s) to verify the information.
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6. Reputation and work record (Rules 204(5), 204(6), 205(5) and 205(6))
(a) The Exchange will take into consideration any previous breaches by the applicant, its directors or key officers, of any relevant rule or law, and past disciplinary action by any regulatory authority. The Exchange will also take into account whether the applicant has been denied of any membership or licence in other jurisdictions.
(b) The Exchange will normally not accept an applicant if complaints, warning letters, fines,
private or public censures or reprimands, or other disciplinary action by any regulatory authority has occurred in the last 2 years. The Exchange may require proof that an applicant has rectified any problems or weaknesses if they have been subject to disciplinary actions more than 2 years ago.
(c) The Exchange will consider the quality of the applicant’s past submissions, including initial
public offering/reverse takeover applications rejected in the last 5 years. (d) The applicant should be financially sound and the Exchange will take into account whether
the applicant or any member of its group is under receivership, judicial management, liquidation or experiencing other financial difficulties.
7. Sufficient skills and resources (204(7), 205(7) and 224(3)(a))
(a) For a sponsor to ensure that it has sufficient skills and resources as required in Rules 204 and 205, it must engage enough corporate finance, compliance and other employees to support its duties and responsibilities so that each employee has enough time to properly consider the position in respect of each of the sponsored entities.
(b) Every employee performing continuing sponsorship work must be supervised by a registered
professional. The employee involved must have appropriate competency to be considered suitable.
(c) In connection with continuing activities, the ratio of sponsored issuers to suitable employees
performing Catalist continuing sponsorship work should generally not exceed 8:1. This means that each employee can only be responsible for monitoring a maximum of 8 issuers at any one time.
(d) Even if the ratio is maintained, the sponsor should still assess whether this provides it with
sufficient resources. The sponsor must consider the number and type of issuers it sponsors, the workload in its organisation (such as how many initial public offerings/reverse takeovers are being undertaken at one time), the work ethic and compliance culture of the organisation, the work ethic and compliance culture of the issuers it is sponsoring, the internal management and supervision arrangements in the organisation, and any other factors that might influence its ability to fulfil its obligations.
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PRACTICE NOTE 2B GUIDELINES FOR PREPARING A LISTING APPLICANT FOR ADMISSION OR
ADVISING AN ISSUER IN A VERY SUBSTANTIAL ACQUISITION OR REVERSE TAKEOVER
Cross-referenced from Rules 225 and 226(1) 1. Introduction
(a) A sponsor undertaking introducing activities for a listing applicant or an issuer must comply with the guidelines in this Practice Note, in order to assess the suitability of a listing applicant or the continued listing of an issuer on Catalist.
2. Understanding the listing applicant/enlarged group (Rules 225(1)(a) and 226(1)(a))
(a) To achieve a thorough understanding of a listing applicant/enlarged group and its business,
the sponsor should do the following. (i) Ensure that it has, or has access to, appropriate experience in the listing
applicant’s/enlarged group’s sector. (ii) Use in-house specialists or external experts where necessary. (iii) Consider the listing applicant’s/enlarged group’s sector, proposition, business plan or
similar, historical financial information and other corporate information, including the due diligence performed further to the due diligence requirements.
(iv) Consider any issues relating to its country of incorporation and operation and any
other issues that might affect its appropriateness. (v) Undertake a visit of the listing applicant’s/enlarged group’s material site(s) of
operation and meet the directors and key managers. The necessity of meeting any other relevant material stakeholders (e.g. key shareholders) should also be considered.
(vi) Consider appointing its own legal advisers who are independent from the listing
applicant/enlarged group to assist in the sponsor’s understanding of the listing applicant/enlarged group and to provide advice to the sponsor that is independent of the listing applicant/enlarged group.
(vii) Consider and advise on the suitability and competence of other professional advisers
involved in the admission, including consultants. 3. Listing applicant’s/enlarged group’s directors and board (Rule 225(1)(b) and 226(1)(b))
(a) To assess the appropriateness of a listing applicant/enlarged group and its securities for
Catalist, the sponsor should do the following. (i) Investigate and consider the suitability of each director and proposed director of the
listing applicant/enlarged group and consider the efficacy of the board as a whole for the company’s needs.
(ii) Issue and review directors’ questionnaires and review directors’ CVs. (iii) Test the information revealed by the above questionnaires and CVs, for example by
conducting third party checks, press searches, Accounting and Corporate Regulatory
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Authority (ACRA) checks and taking-up references. For directors who are not Singapore-based, other appropriate investigations should be undertaken.
(iv) Extend these investigations and considerations as appropriate to key managers and
consultants who are disclosed in the offer document. (v) Consider undertaking such investigations in relation to substantial shareholders at
admission as appropriate, especially where there is uncertainty as to their identity or where they are not established institutions, in particular to ascertain the existence of shadow or de facto directors.
(vi) Analyse any issues arising from these investigations, in particular as to how they
could affect the listing applicant’s/enlarged group’s appropriateness to be admitted to Catalist and be publicly traded.
(vii) Consider each director’s suitability and experience in relation to their (proposed)
company role. (viii) Consider the board of directors as a whole in relation to the listing
applicant’s/enlarged group’s needs, for example given its type, size, expected profile and that the listing applicant/enlarged group will be admitted to a Singapore-based, English-language public market.
(ix) Consider, with the directors of a listing applicant/enlarged group, the adoption of
appropriate corporate governance measures. 4. Due diligence (Rule 225(1)(c))
(a) When preparing a listing applicant for admission or advising an issuer in a very substantial
acquisition or reverse takeover, the sponsor should do the following.
(i) Undertake due diligence including at a minimum, complying with the SIBA Due Diligence Guidelines where applicable, or such other satisfactory and no less strict due diligence guidelines or processes, in addition to any other appropriate due diligence.
(ii) Exercise its own judgment on the nature and extent of due diligence work needed to
satisfy itself as to suitability to list and have knowledge of all relevant facts and circumstances concerning a listing applicant’s/enlarged group’s ability to meet the Exchange’s listing requirements.
(iii) Take all reasonable steps to verify the facts and, if requested, be readily able to
confirm them to the Exchange. The sponsor must be in a position to substantiate its opinions, such as in respect of the integrity of the management and controlling shareholders or that the accounts are genuine and conform to applicable standards.
(iv) Oversee the entire due diligence process, satisfying itself that it is appropriate to the
listing applicant/enlarged group and transaction being done.
(v) Ensure that any material issues arising are dealt with or otherwise do not affect the suitability of the listing applicant/enlarged group for Catalist.
(vi) Look at the connection to Singapore of every foreign applicant. This is to ensure
sufficient local representation and the ability to take steps in the event of a problem. A foreign issuer is required to have a resident director. To meet the objective of sufficient connection, residence means either citizenship or permanent residence status.
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(vii) Ensure appropriate professional firms are engaged as needed - particularly for financial and legal due diligence.
(viii) Be able to satisfy the Exchange that it has conducted due diligence through
independently-sourced information, by a reputable agent, on the applicant or its management or controlling shareholders. The Exchange may request a sponsor to furnish the results of any independent verification undertaken.
(ix) Exercise due care to prevent any leakage of confidential information to persons not
entitled to receive it.
(x) Continually review its due diligence procedures to see how they might be refined or improved.
(b) Without affecting the sponsor’s obligation to undertake due diligence, the Exchange may
conduct checks using an agency the Exchange appoints. However, the Exchange will usually make inquiries of the sponsor before it decides to conduct such checks. The cost would be borne by the listing applicant/enlarged group. If the Exchange undertook such a check, it would be likely to involve (as circumstances warranted):
(i) 2 or 3 key persons, and their personal and business backgrounds and integrity, role
in the listing applicant’s/enlarged group’s business, interests in other companies, and any criminal or other records or links to money laundering or organized crime.
(ii) The listing applicant’s/enlarged group’s history, structure, accounts, business
reputation and development, its related companies, its other businesses, and the influence of key persons.
5. Preparing the offer document or very substantial acquisition/reverse takeover circular
(Rule 225(1)(d))
(a) To properly oversee the preparation of the offer document or circular, the sponsor should:
(i) Be actively involved in the preparation of the document. (ii) Satisfy itself that the document has been prepared in compliance with the
Regulations under the Securities and Futures Act and relevant Rules and that the statements and information in it have been made after due and careful enquiry.
(iii) Lead the drafting of the sections of the document that relate to the business of the
listing applicant/enlarged group and the risk factors, being satisfied that they take account of matters raised by due diligence.
(iv) Be satisfied that the financial and additional information sections have been
appropriately prepared. (v) Consider whether any specialist third party reports are required. (vi) Be satisfied that appropriate verification of the document and any related notifications
has taken place. (vii) Liaise with the Exchange to the extent that any rule interpretation may be required. (viii) Ensure the sponsor’s declaration is on the cover (or first page if no cover) of the
document.
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6. Rule compliance (Rule 225(1)(e) and 226(1)(c))
(a) To satisfy itself that the listing applicant/enlarged group has in place sufficient systems, procedures and controls, the sponsor should: (i) Be satisfied that procedures within the listing applicant/enlarged group have been
established to ensure compliance with the Rules. (ii) Be satisfied that the listing applicant’s/enlarged group’s directors understand their
obligations under the Rules. (iii) Be satisfied that the listing applicant’s/enlarged group’s directors have been fully advised
of both their own and the entity’s continuing responsibilities and obligations under the Rules.
(iv) Be satisfied that the listing applicant’s/enlarged group’s directors are aware of when they
should consult with, or seek the advice of, the sponsor. (v) Be satisfied that the listing applicant’s/enlarged group’s directors are aware of the
practical consequences of the rule requirements. 7. Listing applicant’s/enlarged group’s professionals and consultants (Rule 225(1)(f))
(a) When considering and advising on the suitability and competence of other professionals and
consultants, the sponsor should also assess the suitability of the listing applicant’s/enlarged group’s reporting and ongoing auditors, including their reputation, track record, relevant experience and adequacy of resources.
8. Suitability for listing (Rule 225)
(a) Under Rule 225, a sponsor conducting introducing activities must be satisfied, having made
reasonable due diligence enquiries and having considered all relevant matters, that a listing applicant is suitable to be listed, or in the case of a very substantial acquisition or reverse takeover, that the issuer is suitable for continued listing. Apart from addressing the Rule in detail, the sponsor must also address whether the entity’s structure or operations are suitable for the marketplace.
(b) Entities that may be involved in or connected with any money laundering, terrorist financing, or other illicit activities should not be listed. Other entities may be unsuitable because their businesses are not currently addressed by the Rules (e.g. companies engaged in scientific research and development with no established financial track record, investment funds, trust structures or structured warrants), or because their structures are not currently addressed (e.g. differential voting rights). A sponsor should consult the Exchange if in doubt as to the suitability of an entity.
9. Conditions to be fulfilled after listing
(a) There may be conditions imposed by a sponsor on a listing applicant/enlarged group that the listing applicant (issuer) must meet after it is admitted. Such conditions should not be material to the suitability of the listing applicant for listing or the issuer for continued listing, e.g. conditions related to interested persons transactions.
(b) Proposed conditions must be disclosed to the Exchange as part of Appendix 4A.
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PRACTICE NOTE 2C GUIDELINES FOR CONTINUING SPONSORSHIP Cross-referenced from Rules 226(2), 226(3), 226(4) and 228
1. Introduction
(a) A sponsor undertaking continuing activities for an issuer must comply with the guidelines in this Practice Note.
2. Regular contact (Rule 226(2)(a))
(a) As part of maintaining regular contact with its issuer, the continuing sponsor should: (i) Assess whether the issuer continues to understand its obligations under the Rules. (ii) Assess whether it is being kept up-to-date with developments at the issuer so that it
can advise the company.
(iii) Establish a regular contact routine.
(iv) Hold discussions with the directors where appropriate.
(v) Be satisfied that any procedures established at admission continue to be effective.
(vi) Review the trading and financial performance of the issuer on a regular basis.
(vii) Endeavour to attend shareholder meetings of the issuer.
(viii) In the case of an overseas issuer, arrange for visits as necessary to get a proper understanding of their operations and personnel.
3. Review of documents released to the market (Rule 226(2)(b))
(a) When reviewing documents to be released by the issuer to shareholders or to the market, the sponsor should: (i) Be readily accessible for reviewing all such documents so that the requirement of
immediate disclosure can be met. (ii) Review the document with a view to ensuring rule compliance and in particular proper
disclosure. (iii) Establish in advance a procedure for the issuer to identify and notify the sponsor of all
documents to be released to the market. (iv) Ensure that the statement required in Rule 752(2) is included prominently in all
documents to be released to its shareholders or the market. 4. Monitor trading (Rule 226(2)(c))
(a) As part of monitoring the trading of the listed securities of its issuer, the sponsor should: (i) Be aware of the issuer’s daily trading activity. (ii) Contact the issuer if there is a substantial movement in the price or volume of the
issuer’s securities, to ascertain whether an announcement or other action is required.
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(iii) Arrange for regular press monitoring to identify any material information reported in the press which has not been released via SGXNET. This is particularly important when the sponsor is aware of material undisclosed price-sensitive information in existence.
(iv) Respond speedily to enquiries from the Exchange.
(b) The sponsor may put in place arrangements with third parties for assistance in monitoring. 5. Advise on changes to the board (Rule 226(2)(d))
(a) In advising its issuer on the suitability of directors arising from proposed changes in the issuer’s board of directors, the sponsor should:
(i) Investigate and consider the suitability of each director and proposed director of the
issuer and consider the efficacy of the board as a whole for the company’s needs. (ii) Issue and review directors’ questionnaires and review directors’ CVs. (iii) Test the information revealed by the above questionnaires and CVs, for example by
conducting third party checks, press searches, ACRA checks and taking-up references. For directors who are not Singapore-based, other appropriate investigations should be undertaken.
(iv) Analyse any issues arising from these investigations, in particular as to how they
could affect the issuer’s appropriateness for continued listing on Catalist and trading in a public market.
(v) Consider each director’s suitability and experience in relation to their (proposed)
company role. (vi) Consider the board of directors as a whole in relation to the issuer’s needs, for
example given its type, size, profile and that the issuer is listed on a Singapore-based, English-language public market.
6. Trading halt or suspension of a counter (Rule 226(2)(f))
(a) As part of its review of trading, or when an announcement should be made, the sponsor may form the view that the issuer needs to halt the trading in, or suspend, its securities. If so, the sponsor must inform the issuer, together with its reasons, and inform the Exchange at the same time. This allows the Exchange to watch the counter and to expect the request for a trading halt or suspension from the issuer.
(b) The issuer, not the sponsor, requests the Exchange to halt or suspend trading in its securities.
If the issuer does not contact the Exchange, the Exchange will contact the issuer for an explanation as to why it has not accepted the advice of its sponsor. The Exchange may take action under the Rules to halt or suspend the securities in the usual way.
7. Listing of additional securities (Rule 226(4)(b))
(a) In assessing whether an issuer’s listing of additional securities complies with rule and legal requirements, a sponsor should take the following into consideration and determine if disclosure in a circular and/or announcement is necessary: (i) The financial position of issuer, including:
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(A) if the group is currently under pressure from its bankers to repay any of its borrowings and whether there are any arrangements for refinancing of the group’s borrowings; and
(B) whether the group has sufficient resources to meet its capital commitments. (ii) In a rights issue:
(A) the amount of cash raised from issues of securities in the past 2 years and whether the proceeds were used for the intended purposes; and
(B) if applicable, whether a valid share issue mandate is available and sufficient
for the proposed issue of securities.
(iii) In an issue of convertible securities:
(A) the form, basis of allotment, exercise price, exercise period and whether the convertible securities are detachable;
(B) the number of new shares that will be issued upon full exercise or conversion
of the proposed convertible securities as a percentage of the applicant’s issued shares as at the date of the application; and
(C) the number of new shares that will be issued upon full exercise or conversion
of the proposed convertible securities and all outstanding convertible securities as a percentage of the applicant’s issued shares as at the date of the application.
(iv) In an issue of shares for cash under Part IV of Chapter 8:
(A) the issue price and the weighted average price for the period specified in Rule 811;
(B) the amount of cash raised from issues of securities in the market in the past 2
years and a statement on whether the proceeds had been used for the intended purposes;
(C) where the end-placee(s) is not procured by a placement agent, that the end-
placee(s) and its(their) directors and substantial shareholders (if applicable) have no connections (including any business relationship) with the issuer and its directors and substantial shareholders; and
(D) if applicable, whether a valid share issue mandate is available and sufficient
for the proposed issue of securities.
8. Ending of sponsorship (Rule 228)
(a) An outgoing sponsor should discuss its experience of the issuer and the reasons for ending the sponsorship. The Rules require an outgoing sponsor to be constructive and open with a prospective new sponsor.
(b) The outgoing sponsor must disclose any compliance issues to the incoming sponsor in order to meet its obligation under Rule 228(5). If the issuer is not in compliance with the Rules, or is in poor financial health, the new sponsor may require rectification or disclosure before it starts its sponsorship role. In this event, the incoming sponsor should liaise with the Exchange to ensure that a smooth transfer of responsibilities from the outgoing sponsor to the incoming sponsor is possible.
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PRACTICE NOTE 4A EQUITY SECURITIES LISTING PROCEDURE
Cross-referenced from Chapters 4 and 10 1. Introduction
(a) This Practice Note explains:
• the Exchange’s procedures for an initial public listing, a very substantial acquisition or reverse takeover; and
• the principles in dealing with comments the Exchange occasionally receives from the public on a proposed initial public listing, very substantial acquisition or reverse takeover.
2. Exchange’s Procedure
(a) A sponsor has the primary responsibility for assessing a listing applicant’s suitability for listing, or an issuer’s suitability for continued listing when an issuer makes a very substantial acquisition or is the subject of a reverse takeover. If the sponsor considers that the listing applicant is suitable for listing or that an issuer is suitable for continued listing, it should complete the required documents. The Exchange will normally admit the listing applicant on receipt of conforming documents. If there are concerns, the Exchange will ask the sponsor for clarification or explanation. The Exchange may require the sponsor to produce information to satisfy it of the listing applicant’s suitability to be listed or the issuer’s suitability for continued listing.
(b) The Exchange may require the sponsor to undertake more due diligence. It may require the
listing to be subject to conditions or may require the listing applicant or issuer to provide additional disclosure.
(c) If the sponsor is of the view that the listing applicant is suitable for listing or the issuer for
continued listing, but some rules need to be waived, the sponsor will have to consider whether waivers should be granted, and make the appropriate application to the Exchange. If waivers are granted, they must be disclosed in the offer document, or as pre-quotation disclosure if given later, in a case of a new listing; or in the circular or by way of an announcement in a case of a very substantial acquisition or reverse takeover.
3. Comments Received
(a) The Exchange will give consideration to comments received on the offer document or circular from the public (whether anonymous or not).
(b) All comments will be forwarded to the sponsor who must take such actions as it deems fit. (c) The Exchange may require the sponsor to investigate and report its findings to the Exchange. (d) The Exchange may also carry out its own investigation and, where appropriate, enter into
correspondence with the person who sent the comments. (e) The Exchange may delay the listing until it is satisfied with the findings. The Exchange is not
obliged to disclose any findings or its conclusion.
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PRACTICE NOTE 4B REQUIREMENTS FOR LODGEMENT OR SUBMISSION OF DOCUMENTS
Cross-referenced from Rules 406(10), (11) and (12), 407, 865 and Appendix 4F PART I: INTRODUCTION 1. This Practice Note sets out the general requirements for the lodgement of documents with the
Exchange. 2. The documents which must be lodged with or submitted to the Exchange include:
(a) an offer document; (b) a preliminary offer document; (c) a supplementary offer document; (d) a replacement offer document; (e) an offer information statement; (f) a circular to the shareholders of an issuer seeking the approval of a very substantial
acquisition or reverse takeover; and (g) an issuer’s undertaking not to make an exempt offer.
PART II: REQUIREMENTS FOR LODGEMENT OR SUBMISSION IN ELECTRONIC FORM 3. A document to be lodged with the Exchange under the Rules must be lodged or submitted in
electronic form (in searchable format) and must comply with the following requirements:
(a) The document must be in portable document format (PDF), or such other format as the Exchange may from time to time allow.
(b) The document must be lodged or submitted to the Exchange in a CD-ROM, or such other
medium as the Exchange may from time to time allow, containing the document. (c) The medium by which the document is lodged or submitted must be labelled with:
(i) the names of the person making the offer and the listing applicant; (ii) the nature of the document; and (iii) the date the document is lodged with or submitted to the Exchange.
4. When the document is lodged with or submitted to the Exchange in electronic form under
paragraph 3 above, an electronic image of each of the following must be lodged with or submitted together with the document:
(a) every signature on or accompanying the document; (b) any duly signed form which is part of or which accompanies the document;
(c) any duly signed statement referred to in paragraph 8(b) that the copy of the document
submitted in paper form is a true copy of the document lodged with the Exchange in electronic form;
(d) any duly signed letter or report (other than a statutory audit report) enclosed in or forming part
of the document;
(e) any duly signed expert’s consent required to be lodged;
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(f) any duly signed sponsor’s consent and (if applicable) issue manager’s consent required to be lodged;
(g) any duly signed underwriter’s consent required to be lodged;
(h) if applicable, the authorisation referred to in Part IV;
(i) any pre-deal research report which has been issued in respect of the securities to which the
document relates; and
(j) any other duly signed statement or letter required under the Rules to be lodged or submitted together with the document.
5. An electronic image to be lodged with or submitted to the Exchange under paragraph 4 must
comply with the following requirements:
(a) The image must be in portable document format (PDF), or such other format as the Exchange may from time to time allow.
(b) The image must be lodged or submitted by submitting to the Exchange a CD-ROM, or such
other medium as the Exchange may from time to time allow, containing the image. (c) The medium by which the image is lodged or submitted must be labelled with:
(i) a description of what the electronic image relates to; and (ii) the nature and date of lodgement of the document lodged with the Exchange in
electronic form under paragraph 3 together with which the electronic image is lodged or submitted.
6. For the avoidance of doubt, a document lodged with or submitted to the Exchange in electronic
form under paragraph 3 and every electronic image lodged with or submitted to the Exchange together with that document under paragraph 4 may be contained in the same medium.
PART III: REQUIREMENTS FOR LODGEMENT IN PAPER FORM 7. A person who lodges any document in electronic form must also provide a copy of that document
in paper form to the Exchange: 8. A copy of any document in paper form required under paragraph 7:
(a) must comply with the following requirements:
(i) the copy of the document must be on paper that is 297 millimetres in length and 210 millimetres in breadth (A4 paper size); and
(ii) the contents of the copy of the document must be legible; and (b) must be accompanied by a true and complete electronic image of a signed statement of:
(i) in the case where the person making the offer is an individual:
(A) the person making the offer; (B) a person authorised in writing by him; or (C) an advocate and solicitor acting on his behalf;
(ii) in case where the person making the offer is an entity:
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(A) a director or an equivalent person of the entity; (B) a person authorised in writing by a director or an equivalent person of the
entity; or (C) an advocate and solicitor acting on behalf of the entity; or
(iii) in a case where the person making the offer is the government of a State:
(A) an official of the government of the State who is authorised to sign the statement on its behalf; or
(B) an advocate and solicitor acting on behalf of the government of the State, verifying that the copy of the document in paper form is a true copy of the electronic document lodged with or submitted to the Exchange under paragraph 3.
9. The electronic image of the signed statement under paragraph 8(b) must comply with the
requirements in paragraph 5. PART IV: AUTHORISATION 10. A person making an offer of securities may authorise another person to sign, on its behalf:
(a) any document lodged with the Exchange; or (b) any verification statement referred to in paragraph 8(b).
11. The following persons may be authorised:
(a) in a case where the person making the offer is an individual, a person authorised in writing by the individual;
(b) in a case where the person making the offer is an entity, a person authorised in writing by a
director or an equivalent person, or a proposed director or an equivalent person, of the entity; or
(c) in a case where the person making the offer is the government of a State, an official of the
government of the State who is authorised to sign the document or statement, as the case may be, on its behalf.
12. A true and complete electronic image of the authorisation must be submitted to the Exchange,
together with the document lodged with the Exchange or statement, as the case may be. The electronic image of the authorisation must comply with the requirements in paragraph 5.
13. The authorisation submitted to the Exchange should not, as a general rule, be more than 3
months old. PART V: ADMINISTRATIVE PROCEDURES 14. Lodgement of documents must be made by appointment between 9am and 5pm from Mondays to
Fridays (except public holidays) at the following address: Catalist Regulation Unit 2 Shenton Way, #19-00 SGX Centre 1 Singapore 068804
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15. The timetable for initial public offerings and very substantial acquisitions/reverse takeovers is contained in Appendix 4F.
PART VI: SPECIFIC REQUIREMENTS FOR DOCUMENTS Preliminary Offer Document 16. Where an issuer wishes to exclude information from a preliminary offer document, other than that
permitted under Rule 407(6), an application must be made to the Exchange for the relevant exemption before the document is lodged with the Exchange.
17. Where the issuer lodges a preliminary offer document with the Exchange, a final offer document
must be lodged subsequently, which includes such information required by Rule 407(1) to (5) that was omitted in the preliminary offer document.
Amended Offer Document 18. Any amendment to an offer document must be lodged with the Exchange in accordance with the
requirements in Parts II and III. 19. Both the electronic copy and paper copy of the amended offer document must show the
amendments tracked over the originally lodged offer document. Reasonable steps should be taken (including the use of different fonts, colours or highlights) to distinguish between:
(a) amendments made due to the insertion of information required under Rules 407(1) to (5) for
registration; and (b) any other amendments made.
20. In addition, a clean electronic copy of the amended offer document must be lodged for posting on
the Exchange’s website.
Supplementary or Replacement Offer Document
21. Any supplementary or replacement offer document must be lodged with the Exchange in accordance with the requirements in Parts II and III.
22. Both the electronic copy and paper copy of a replacement offer document must show the
amendments tracked over the originally lodged offer document.
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PRACTICE NOTE 4C DISCLOSURE REQUIREMENTS FOR MINERAL, OIL AND GAS COMPANIES
Cross-referenced from Rules 440, 441 and 704
1. Introduction (a) This Practice Note sets out the disclosure requirements for mineral, oil and gas companies.
2. General Disclosure Requirements
All mineral, oil and gas companies must comply with the following requirements: (a) The basis upon which the existence of any minerals, oil or gas is asserted must be in terms
of reserves, resources or exploration results. The disclosure of any oil or gas accumulation should exclude Prospective Resources.
(b) A qualified person’s report must comply with the requirements as set out in paragraph 5 of
this Practice Note.
(c) All statements and reports in relation to reserves, resources or exploration results should be prepared and presented in accordance with a Standard. The listing applicant or issuer should state in the offer document or announcement, as the case may be, the Standard used.
(d) The basis on which resource or reserve estimates are presented must be clearly indicated.
Estimations of reserves must include presentation on an unrisked basis that is, before adjusting for the likelihood of commercial production. Estimations of resources must be disclosed with appropriate explanation of the accompanying risks that may have an impact on the conversion of such resources into reserves. Estimations of reserves and resources may be presented either as a gross estimate attributable to a licence or net estimate attributable to the listing applicant or issuer after adjusting for the listing applicant’s or issuer’s effective interest in such gross estimate.
(e) Presentation of economic valuations on reserve or resource estimates must be
accompanied with the following disclosures in the same announcement or document released to shareholders:
(i) name and qualification of the Qualified Person who has reviewed such valuation; (ii) whether such Qualified Person is employed by the issuer or a third-party consultant;
(iii) the Standard used
(iv) principal assumptions used in arriving at the valuation, including but not limited to,
assumed commodity prices, rate of discount and rate of inflation, and the basis for each assumption. Contracted commodity prices should be used where available. If unavailable, either forecast or constant prices may be used. Where forecast commodity prices are used, the listing applicant’s or issuer’s directors must provide a confirmation that such forecast was arrived at after due and careful enquiry and reflects their view of a reasonable outlook of the future; and
(v) analysis of the sensitivity of such valuations to variation in the principal assumptions
provided in (iv) above. In relation to commodity prices, the scenarios must include both constant and forecast prices. In relation to the rate of discount, the scenarios must include the weighted average cost of capital.
(f) Reports of reserves, resources or exploration results for the first time must be made in
accordance with the following requirements:
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Reserves
(i) Any estimates of reserves must include a precise description of the nature and quality of the reserve, including financial assumptions, method of calculation, modifying factors, exploitation methods/parameters and other information that would reasonably be required to allow investors to make informed decisions on the validity of the data presented.
(ii) For financial assumptions, the key economic parameters of the analysis, such as
operating or capital cost assumptions, and the assumed prices of the mineral, oil or other commodities which could be produced, must be provided. If the prices used differ from the current prices of the commodities, an explanation must be given, including the effect on the economics of the project if current prices were used. Sensitivity analyses may be used to provide a better understanding of the effects of changes in commodity prices on the economics of the project.
Resources
(iii) Any statements of the existence of resources must be supported by details of all exploration results, geological and geophysical interpretations, drilling results, analyses or other evidence. The statement must include the information on the method of calculation and other relevant information such as cut-off grades, assumptions of continuity and geological and geophysical parameters used to derive the resource statement.
Exploration Results
(iv) Exploration results must contain sufficient information to allow investors to make an informed judgement of their significance. Exploration context, type and method of sampling, sampling intervals and methods, relevant sample locations, distribution, dimensions and relative location of all relevant assay data, data aggregation methods, land tenure status plus any other information relevant to an assessment, should be included.
(g) Assay results must include disclosure of the analytical methods used and the name of the
analytical laboratories which assayed the material sampled, together with details of their relationship, if any, to the listing applicant or issuer. The accreditation of each laboratory, or lack thereof, must also be disclosed.
3. Additional Disclosure Requirements for Offer Document
In addition to paragraph 2 of this Practice Note, the offer document relating to a mineral, oil and gas company must include the following: (a) the listing applicant’s plans and milestones for a period of at least 18 months from the date
of listing, including the capital expenditure required to meet each milestone; and
(b) all material agreements with regard to the proposed exploitation of mineral bodies, the nature and extent of the listing applicant’s rights and a description of the properties to which such rights attach, giving particulars of the duration and other principal terms of the concessions or other rights.
(c) the listing applicant’s policies and practices in relation to operating in a sustainable manner,
including:
a. the listing applicant’s policy with regards to environmental and social issues; b. impact of the listing applicant’s business practices on the environment and the
communities in which it operates; and c. environmental and social risks faced by the listing applicant; and
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(d) in relation to a listing applicant whose principal activities consist of exploration for mineral, oil or gas, a statement on the front cover highlighting that fact; that the listing applicant may not progress to the next stage of development or to a stage where it is able to generate revenue; and industry-specific risks.
4. Additional Continuing Obligations
In addition to paragraph 2 of this Practice Note, a mineral, oil and gas company must also comply with the following:
(a) Analytical results should be reported in a timely and responsible manner. If the issuer
releases partial results, e.g. the first two holes of a six hole program, it must ensure that the balance of the results are disclosed in a timely manner whether the results are positive or negative. A summary of expenditure incurred on these activities should also be reported.
(b) Where work has been discontinued on properties about which the issuer has made prior
disclosure, there must be further information provided as to any undisclosed results and reasons for the cessation of work.
(c) Disclose in the issuer’s annual report its policies and practices in relation to operating in a
sustainable manner, including the information as required in paragraph 3(c) of this Practice Note.
5. Qualified Person’s Report
(a) In preparing the qualified person’s report, the qualified person must take into account all relevant information supplied to the qualified person by the directors of the listing applicant or issuer.
(b) The qualified person must review the information contained in the offer document or
announcement, as the case may be, which relates to the qualified person’s report and confirm that the information presented is accurate, balanced, complete and not inconsistent with the qualified person’s report.
(c) A qualified person’s report must include the following:
(i) Title page (ii) Table of contents (iii) Executive summary (iv) Introduction
• Full name and professional qualifications of the qualified person, and if
applicable, the partner/director in charge of the report and the address of the qualified person’s firm/company;
• Statement of independence by the qualified person, if the report is prepared by an independent qualified person who meets the requirements in Rule 442;
• Aim of the report;
• Scope of the report;
• Statement on the use of the report;
• Basis of the report – including data sources, data validation and reliance on other experts; and
• Standard used.
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(v) Property description, size, location, access, natural and cultural environment, including:
• listing applicant’s/issuer’s assets and liabilities, including the following
summary table of assets:
Asset name/
Country
Issuer’s interest (%)
Development Status
Licence expiry date
Licence Area
Type of mineral, oil or gas deposit
Remarks
• nature and extent of listing applicant’s/issuer’s rights of exploration or extraction; and
• description of the economic conditions for the working of the licenses, concessions or similar, with details of the duration and other principal terms and conditions of the concessions including fiscal conditions, environmental and rehabilitation requirements, abandonment costs and any necessary licenses and consents including planning permission.
(vi) History of the property, including exploration history and any production history. (vii) Geological and geophysical setting, type and characteristics of the
deposit/accumulation (viii) Exploration data including drilling and sampling, sampling and analysis methods,
sample preparation and security, quality assurance and quality control on the sample analyses.
(ix) Mineral processing and metallurgical testing, if applicable. (x) Resource and reserve estimates and exploration results, as applicable, in
accordance with the relevant Standard, including a summary of reserves and resources in the form of Appendix 7F.
(xi) Planned extraction method, processing method, capital costs, operating costs,
considerations including social, environmental, health and safety factors that may affect exploration and/or exploitation activities; and production schedule, if applicable.
(xii) Financial analysis of the operations, taxes, liabilities, marketing if applicable. (xiii) Interpretation and conclusions (xiv) Recommendations (xv) References (xvi) Date and signature page (xvii) Illustrations - of sufficient clarity to graphically present the material within the text.
Maps must include a geographical reference system and scale bar for clarity. Technical drawings must include a legend to explain features within the diagram.
(xviii) Appendices and glossary of terms used, if required.
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PRACTICE NOTE 7A CONTINUING DISCLOSURE
Cross-referenced from Rule 703 and Appendix 7A PART I: INTRODUCTION 1. This Practice Note provides guidance on the continuing obligations of issuers in respect of the
Exchange's Corporate Disclosure Policy. Issuers should apply the principles outlined in the Practice Note flexibly and sensibly. Issuers are still obliged to make their own judgments when determining whether a particular piece of information is material and requires disclosure. The purpose of timely disclosure of material information is to allow the operation of a fair, orderly and transparent market. The following discussion should be read in that light.
2. Issuers should consult with their sponsors with respect to the application of the rules. 3. In case of doubt, sponsors must consult the Exchange. PART II: WHAT CONSTITUTES MATERIAL INFORMATION? 4. Examples of the types of information that could be material are provided under paragraphs 5 and
9 of Appendix 7A. However, no definitive list can be given. What may be considered material to one issuer may not be material to another. Hence each issuer must exercise its own judgment, having consulted with its sponsor, when deciding whether information is material. Apart from considering quantitative factors, an issuer should consider qualitative and circumstantial factors when deciding whether it is necessary to disclose a particular piece of information. These include trading history of the issuer, unexplained change in price or volume of the issuer's shares, volatility of the issuer's shares, operating environment of the issuer, and the total mix of information that is publicly available. As a guiding principle, an issuer should always consider whether a reasonable person would expect the information to be disclosed.
5. If an issuer is unable to ascertain whether the information is material, or is in any doubt about the
availability of the exceptions from the requirement to disclose material information, the recommended course of action is to announce the information via SGXNET.
PART III: GUIDANCE ON PARTICULAR SITUATIONS AND ISSUES 6. Are analysts' briefings and meetings with journalists, stockholders or any other persons
permissible under the Corporate Disclosure Policy? In the event of inadvertent disclosure of material, non-public information during such briefings and meetings, what should an issuer do?
(a) The Exchange does not prohibit issuers from conducting briefings with analysts and holding
meetings with groups of investors and the media. However, such meetings might create a perception that analysts, institutional investors, fund managers or media have access to information that is not generally available to the public and this may undermine investors' confidence in the existence of a level playing field. Hence, an issuer should have in place policies to minimize the risk of being perceived to be practising selective disclosure. Such policies might include pre-release of any prepared information intended for the briefings and meetings, for example slides or speeches, via SGXNET. Alternatively, as such information must not be material, non-public information, it could be released on the issuer's website with an accompanying SGXNET announcement to inform investors that additional information is
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available on the issuer's website. The second alternative may be preferred if the issuer intends to release large-sized files.
(b) Where an issuer inadvertently discloses material, non-public information during these
briefings or meetings, the issuer must disseminate the information via SGXNET as promptly as possible. An issuer may, if necessary, request for suspension of trading in its securities or a trading halt (upon implementation by the Exchange).
(c) A sponsor must advise the issuer if it thinks a suspension or trading halt is warranted. If the
sponsor thinks the issuer’s securities should be suspended or put into a trading halt, it must also notify the Exchange. The issuer remains responsible for requesting for a suspension or trading halt from the Exchange.
7. Can issuers post information on the Internet including on their websites?
The Exchange does not prohibit issuers from disseminating information through other media such as the Internet. Issuers are reminded that any material information released on the Internet, including posting of information on its own website, should have been previously released via SGXNET, or should be simultaneously released via SGXNET.
8. How should an issuer deal with the release of material information by professional
advisers or third parties?
There may be instances where a third party releases information on behalf of, or relevant to, an issuer for example in the case of a takeover. Whenever possible, issuers should ensure that the announcement provided by the third parties is made under the issuer's name. By doing so, investors can conveniently locate all announcements relating to an issuer when they access SGXNET. Third parties and professional advisers who do not represent the issuer are also encouraged to liaise with the issuer and make necessary arrangements to release any material announcement pertaining to the issuer under the issuer's name.
9. Under what circumstances would material information be considered to have been leaked?
If material information has been leaked, what are the obligations of the issuer under the Corporate Disclosure Policy?
(a) Where material, non-public information has been reported but not released via SGXNET, the
Exchange will require clarification from an issuer to ensure that the market is trading on accurate information. The Exchange will do so by contacting the sponsor and having the sponsor follow up with the issuer. In assessing whether there has been a possible leakage of material information, the Exchange will take into consideration factors, such as the level of detail and any identified source of the information. To illustrate, should the report contain very specific information, for example precise value of contract, explicit financial impact, or the source has been attributed to a company spokesperson, this indicates that there may have been a leakage of material information. Leakage of material information would result in a loss of confidentiality and thus an issuer can no longer rely on the exemption under Rule 703(3).
(b) The sponsor should arrange for relevant press monitoring to identify any material information
reported in the press concerning the issuer which has not been released via SGXNET. This is particularly important when the sponsor is aware of material undisclosed price-sensitive information in existence. The Exchange would normally not expect the sponsor to take any further action if the information in the report is speculative or frivolous unless there is a price or volume reaction in the market. The issuer should consult its sponsor when deciding whether an announcement is necessary. The Exchange does not expect issuers to respond to all rumours or speculation. However, an issuer is expected to clarify the position if the information contained in the report or rumour is reasonably specific without there having been a previous announcement by the issuer, or if the issuer's share price or volume is reacting to the report or rumour.
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(c) If the report suggests that there has been a leakage of material information, the sponsor should contact the issuer to discuss whether an announcement is required. If the Exchange becomes aware of the leakage, it will contact the sponsor for an explanation. If time is critical, the Exchange may contact the issuer directly. If, after consultation with its sponsor, the issuer is of the view that the information reported is not material (and thus no announcement is necessary) and the Exchange is satisfied with the explanation given, no further action would be required for the time being. The Exchange will monitor the market for movement, and if there is unusual market activity that could be attributable to the report, the Exchange will contact the sponsor and/or issuer requesting that an announcement be made.
(d) The following guidelines in relation to dealing with leakage of material information apply:
(i) an issuer is required to announce any material, non-public information that has
leaked to the market even though it was covered by the exemptions (for example, regardless of whether the transaction is still undergoing negotiation);
(ii) if an issuer is not ready to confirm the information that was leaked or there is too
much uncertainty, the issuer should release a holding statement to sufficiently explain the position; or
(iii) if an issuer is of the view that there has been no leak, but the market price or volume
is reacting to the report, the issuer should release a statement to clarify the position, or confirm the report, even though the statement does not provide any new material information. If the issuer does not do this and a disorderly market exists in the Exchange's opinion, the Exchange may need to suspend the issuer's securities from trading.
10. If an issuer fails to respond to a query issued by the Exchange before the start of trading,
will a suspension be imposed? Would a holding announcement stating that the Exchange is querying the issuer constitute sufficient information to allow the issuer's securities to continue trading?
The Exchange may suspend the trading of an issuer's securities if an issuer or its sponsor fails to respond before the start of trading or if trading has started and there is unusual market activity. The issuance of a holding announcement by the issuer stating that the Exchange is querying the issuer is not acceptable, as the investing public would still be trading on an uninformed basis.
11. Is an issuer exempted from the disclosure rules due to an undertaking of confidentiality or
competitive concerns?
(a) An issuer must not agree to a confidentiality clause with any other parties, for example as part of contractual terms, which may result in it not being able to comply with the disclosure rules. This requirement does not apply if Rule 703(2) applies. The absence of a confidentiality clause does not mean that disclosure is required. Rules 703(2) or 703(3) may still apply, in which case, the issuer may withhold disclosure of the information.
(b) Similarly, an issuer also cannot rely on reasons, such as possible erosion of the issuer's
competitiveness or unfavourable impact on the issuer's business to avoid complying with the disclosure rules.
12. Is it sufficient for an issuer to disclose just the value of the contract or new business
arrangements without stating the resultant financial effects in its announcement?
(a) When announcing the award of any contract or new business arrangements, for example distributorships, joint ventures and strategic alliances, an issuer must state clearly the financial impact (in terms of earnings per share or net tangible asset per share) arising from the transaction or provide an appropriate negative statement if there is none. By providing
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the financial impact on the issuer, investors will be able to put the announcement in perspective.
(b) The Exchange recognizes that there may be some instances where an issuer is prevented
from disclosing the financial impact with certainty. One example may be the existence of certain variables that are outside the issuer's control, such as fulfilment of a contract on an ad-hoc basis or poor visibility as to when revenue is generated. Under these circumstances, the issuer should provide an explanation for the non-disclosure and sufficient information to enable investors to independently assess the financial impact taking into consideration the variables disclosed.
PART IV: SECURITIES AND FUTURES ACT (SFA)
13. Section 203 of the SFA creates a statutory obligation on an issuer and others to comply with the Exchange's Continuing Disclosure obligations. It says:
203. (1) This section shall apply to —
(a) an entity the securities of which are listed for quotation on a securities exchange;
(b) a trustee of a business trust, where the securities of the business trust are listed for quotation on a securities exchange; or
(c) a responsible person of a collective investment scheme, where the units of the collective investment scheme are listed for quotation on a securities exchange,
if the entity, trustee or responsible person is required by the securities exchange under the listing rules or any other requirement of the securities exchange to notify the securities exchange of information on specified events or matters as they occur or arise for the purpose of the securities exchange making that information available to a securities market operated by the securities exchange.
(2) The persons specified in subsection (1) (a), (b) or (c) shall not intentionally,
recklessly or negligently fail to notify the securities exchange of such information as is required to be disclosed by the securities exchange under the listing rules or any other requirement of the securities exchange.
(3) Notwithstanding section 204, a contravention of subsection (2) shall not be an
offence unless the failure to notify is intentional or reckless. 14. Furthermore, under Section 331 of the SFA, an offence under the Act committed with the consent
or connivance of, or attributable to any neglect on the part of, an officer of the body corporate makes that officer guilty of the offence as well.
15. The SFA clearly adds an additional dimension to the obligations to make disclosure and issuers
should be mindful of such obligations when making decisions regarding disclosure.
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PRACTICE NOTE 7B QUERIES REGARDING UNUSUAL TRADING ACTIVITY Cross-referenced from Rule 703, Appendix 7A and Practice Note 7A
PART I: INTRODUCTION 1. This Practice Note provides information on the role of the Market Surveillance ("MS") Department
and the procedures normally employed when an issuer is queried regarding trading in its securities.
2. MS Department continues to monitor price and volume movements on all Catalist securities, even
though an issuer’s sponsor is also responsible for having arrangements to monitor trading. PART II: UNUSUAL TRADING ACTIVITY 3. As set out under paragraph 20 of Appendix 7A, unusual trading activity in an issuer's securities,
without it being apparent that publicly available information could account for the activity, may signify trading by persons who are acting on unannounced material information or on a rumour or report, whether true or false.
4. The unusual market activity may not be traceable directly to unannounced information or to a
rumour or report. Nevertheless, the market activity itself may be misleading to investors, who may assume that a sudden and appreciable change in the price of, or volume traded in, the issuer's securities reflects a corresponding change in its business or prospects.
PART III: ROLE OF MARKET SURVEILLANCE 5. The MS Department utilizes a real-time market surveillance system which employs the latest
technology to automatically alert the MS officers to market behaviour such as unusual price and volume movements of an issuer's securities. The MS officer then examines whether public information, company specific news, counter-specific trends, industry trends, economic factors or prevailing market sentiment, can explain the market activity. If no explanation is apparent, the Exchange requires the issuer to inform the public whether it is aware of any material information that might reasonably be expected to have a significant effect on the trading volume or price of its securities.
6. The MS Department issues either a verbal query or written query, depending on the extent of the
unusual trading activity, measured against pre-determined thresholds set by the Exchange from time to time.
7. Verbal Query
(a) Generally, verbal queries on unusual trading activity would not be posted on SGXNET by the Exchange. The issuer is typically not required to post its response on SGXNET. However, if the issuer's response contains material information or the Exchange thinks the information ought to be released in the interests of an informed market, the Exchange may request the issuer to release its response via SGXNET. The Exchange retains the discretion whether to release its query on unusual trading activity on SGXNET.
(b) MS usually initiates a verbal query where the price or volume changes, whilst high, have not
reached the thresholds which trigger the issuance of a written query. The MS officer will also
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inform the issuer's sponsor of the verbal query as soon as possible. The verbal query, apart from potentially ascertaining the cause of the unusual trading activity, also serves as an alert to the sponsor and issuer of the unusual trading activity in the issuer’s securities. This allows sponsors and issuers to monitor the trading activity as a precautionary measure.
The MS officers continue to monitor the trading activity of the issuer's securities after initiating the verbal query, and may follow up with a written query should trading activity justify such action.
(c) The MS officer will usually pose the following questions when making a verbal query:
(i) Is the issuer aware of any information not previously announced concerning the
issuer, its subsidiaries or associated companies which, if known, might explain the trading? If yes, the information must be announced immediately; and
(ii) Is the issuer aware of any other possible explanation for the unusual trading? (iii) Can you confirm your compliance with the listing rules and, in particular, listing
Rule 703? Please note that these questions may be modified depending on the circumstances.
8. Written Query
(a) All written queries issued by the Exchange will be posted on SGXNET by the Exchange immediately after they are issued. Wherever possible, the MS officer will make every effort to contact the issuer prior to issuing the written query, to alert the issuer to the Exchange's query.
(b) The written query will be faxed to the issuer and sponsor and posted on SGXNET under
Singapore Exchange Securities Trading Limited. (c) Please refer to the applicable proforma query letters below for information. The Exchange
reserves the right to vary the contents of the letter depending on the circumstances.
PART IV: RESPONSE ON RECEIVING A QUERY ON UNUSUAL TRADING ACTIVITY 9. If the issuer does not have undisclosed material information it must inform its sponsor. The
sponsor is responsible for advising it regarding the response it should give to the Exchange. MS may advise an issuer to consult its sponsor when the issuer responds to the query that it has no undisclosed material information.
10. If the issuer has undisclosed material information it must inform its sponsor. The sponsor should
advise the issuer to request for a trading halt or suspension, and advise the issuer regarding the response it should give to the Exchange’s query. The Exchange will also follow-up to ensure that the issuer, following consultation with its sponsor, provides an appropriate response on this issue as soon as possible.
11. An issuer is expected to respond to a query (whether written or verbal) as soon as possible.
Issuers and their sponsors should, therefore, ensure that they are operationally ready to respond promptly. In view of the importance of maintaining a fair, orderly and transparent market, issuers and sponsors must, upon receiving a query from the Exchange, immediately undertake an enquiry to ascertain the cause of the unusual trading activity. Issuers and sponsors should have in place, procedures to ensure that the enquiry or information gathering is carried out efficiently, systematically and promptly, so that the issuer is able to disseminate all material information as soon as possible.
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12. Paragraph 22 of Appendix 7A sets out some possible causes for unusual trading and how issuers should respond to the queries based on different causes.
13. An issuer may wish to, where appropriate, request for suspension of trading in its securities or a
trading halt. If so, the issuer should contact Market Control Department and provide a SGXNET announcement requesting for suspension or a trading halt, stating the reason for the suspension or trading halt. Where possible, it would be useful for issuers to inform investors when the issuer can respond to the Exchange's query and when the suspension of its securities or trading halt is expected to be lifted.
PART V: CONCLUSION 14. This Practice Note sets out the normal procedures which MS Department undertakes when
querying issuers on unusual trading activities. However, there may be instances when a different approach is warranted.
15. Issuers should also familiarize themselves with the Exchange’s Continuing Obligations, Corporate
Disclosure Policy and any other relevant Practice Notes. 16. Issuers should consult their sponsors if they have queries on this matter.
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PROFORMA WRITTEN QUERY LETTER FOR ISSUERS Cross-referenced from paragraph 8(c)
Dear [ ] Query regarding trading activity We have noted, and draw your attention to, a change in the [price/volume] of your shares on [date]. To ensure a fair and orderly market, please answer each of the following: Question 1: Are you aware of any information not previously announced concerning you (the
issuer), your subsidiaries or associated companies which, if known, might explain the trading? If yes, the information must be announced immediately.
Question 2: Are you aware of any other possible explanation for the trading? Question 3: Can you confirm your compliance with the listing rules and, in particular, listing Rule [703]? Question 4: [other questions] Please consult your sponsor and respond immediately via SGXNET. Where appropriate, you may want to request a suspension of trading or a trading halt. Please contact Market Control Department immediately. Thank you for your cooperation. We have released this letter via SGXNET. Yours faithfully HEAD, MARKET SURVEILLANCE
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Notes:
(i) Subject to limited exceptions in Rule 703, an issuer must announce any information known to the issuer concerning it or any of its subsidiaries or associated companies which is necessary to avoid the establishment of a false market in the issuer’s securities, or would be likely to materially affect the price or value of its securities must be publicly disclosed (Rule 703).
(ii) An issuer must undertake a review to determine the causes of any unusual trading activity
(paragraph 22 of Appendix 7A).
(iii) An announcement should, among other things, state whether the issuer or any of its directors are aware of the reasons for the unusual trading activity and whether there is any material information which has not been publicly disclosed (Paragraph 33 of Appendix 7A).
(iv) Your responsibility under listing rules is not confined to, or necessarily satisfied by, answering
the questions in this letter.
(v) An announcement must contain a statement by your sponsor as required under Rule 752(2).
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PRACTICE NOTE 7C GUIDE FOR OPERATING AND FINANCIAL REVIEW
Cross-referenced from Rule 1204(4)
PART I: INTRODUCTION 1. This Practice Note publishes the guide provided by the Council on Corporate Disclosure and
Governance on the Operating and Financial Review in an annual report. 2. Issuers are encouraged to follow the OFR Guide, but it is not compulsory. PART II: OFR Guide 3. The OFR Guide is enclosed.
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GUIDE FOR OPERATING AND FINANCIAL
REVIEW
CONTENTS Introduction………………………………………………………… 1 Objectives and Tenets of the Operating and Financial Review……… 2 Principles and Guidelines…………………………………………… 3 INTRODUCTION 1. The objective of the Operating and Financial Review (“OFR”) in annual reports is to provide users with an understanding of the company by providing an analysis of the company’s businesses as seen through the eyes of the directors and management. The OFR serves to facilitate assessment of the company’s business and business objectives, its principal drivers of performance, the dynamics of the business, and the performance and financial condition of the company. 2. Companies listed on the Singapore Exchange (“SGX”) are currently required to include a discussion of their operating and financial performance and business outlook under the SGX listing rules1. This Guide provides a set of best practice guidance to listed companies in the preparation of the OFR in their annual reports, which will complement and supplement the financial statements. 3. The approach taken in this Guide is to set out general guidance, in the form of Principles and Guidelines, on the OFR, rather than to prescribe a set of mandatory rules or requirements. Adherence with the Guide is voluntary. The Principles set out in the Guide should be regarded as fundamental to the preparation of a good OFR. The Guidelines elaborate on how those principles can be applied. 4. Listed companies are encouraged to apply these best practices for disclosure of information in their OFRs. It is recognised that not all items in the guidelines may be relevant to all companies, as companies vary by size, industry group and other factors. The guidance should also not be regarded as a comprehensive list of the matters that might be considered by the directors and management to be relevant to an assessment of the company. The OFR should focus on those matters that are considered significant to that company as a whole. It is for the directors and management to decide how best to apply the framework of this Guide to the particular circumstances of the company. ______________ 1 Rule 1204(4).
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OBJECTIVES AND TENETS OF THE OPERATING AND FINANCIAL REVIEW 1. The objective of the OFR is to provide users with a good understanding of the company by providing a historical and prospective analysis of the company’s businesses as seen through the eyes of the directors and management. The OFR should assist the user’s assessment of its performance and understanding of the future direction of the company. The OFR should focus on matters of significance to the company as a whole. 2. The focus of the OFR is on explanations and analysis. It should contain analytical description, rather than replicate information in the financial statements. It should discuss and interpret the performance and financial condition of the company, in the context of opportunities and risks impacting the operations of the company and known or reasonably expected changes in the environment in which it operates. The OFR should discuss known trends and factors relevant to forming a view as to likely future performance. An explanation of the trends and uncertainties known to be facing the company would not require a forecast of the outcome of such uncertainties. Rather, the explanation should be sufficient to permit readers of the financial report to form their own judgements of the outcomes of such uncertainties. 3. The benefits of particular disclosures should be balanced against any potential commercial risks to the company from the disclosure of commercially sensitive information. This Guide does not expect that disclosure be made by listed companies of information of a commercially prejudicial or sensitive nature that a reasonable person would not expect to be disclosed, for example where:-
(a) the information concerns a trade secret; (b) the information concerns an incomplete proposal or negotiation; or (c) information comprises matters of supposition and is insufficiently definite to
warrant disclosure. 4 Information and analysis contained in the OFR should, as far as possible, be neutral and free from bias, dealing even-handedly with both good and bad aspects. The directors and management should ensure that material information is not omitted. Where the information in the OFR relates to financial information, it should be consistent with information in the audited financial statements. This should not be taken to mean that an audit of the OFR is required.
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PRINCIPLES AND GUIDELINES (A) Presentation of the OFR Principle 1 1 The OFR should focus on matters that are relevant to investors. It should be easy for users of financial reports to understand. Guidelines 1.1 The OFR should be written in a style that is clear and readily understood. It should avoid the use of technical language as far as possible. Figures and graphics may be useful to assist understanding of discussions in the OFR. 1.2 To facilitate reference to OFR disclosures by users of the annual report, it could be useful to include the key discussions of the OFR in a distinct, stand-alone section of the annual report. However, companies may decide that, in the context of the format of their annual report, it would be preferable to incorporate some of the discussion within other sections of the annual report, such as the Chairman’s statement or the Chief Executive Officer’s statement. 1.3 While the approach adopted for the presentation of the OFR may evolve over time, or differ from that adopted by other companies, disclosure should be sufficient for the user to be able to compare the information presented in the OFR of the company with that in previous periods, and with information about other companies in the same industry or sectors, where practical. (B) Company Overview, Objectives and Strategy Principle 2 2 The OFR should describe the nature of the company, its objectives and broad strategies, and explain the main areas of operation of the company’s business, as context for the discussion and analysis of performance and financial position. The discussion in the OFR should cover the group business of the listed company, including its principal subsidiaries. Guidelines 2.1 The OFR should discuss the objectives for the business and broadly, management’s strategy for achieving them. Objectives may be defined in terms of financial performance. Non-financial objectives may also be discussed, where relevant. 2.2 Depending on the nature of the business, discussion of the company’s business and operations might cover areas such as:-
• the industries, locations and markets in which the company operates; • its main products and services, business processes and distribution
methods, and intellectual property; • the structure of the company and main operating facilities; and
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• any significant changes to the legal, social, political and regulatory environments that influence the company.
Principle 3 3 The key financial and non-financial performance indicators used by management to assess the company and its performance should be discussed. Guidelines 3.1 The OFR would normally include a range of financial and non-financial measures used to measure the company’s performance. Comparability would be enhanced if the measures disclosed are accepted and widely used within the industry sector or more generally. Where practical, performance indicators should be compared with previous periods to outline trends. 3.2 The measures used should be defined, and the basis for calculation explained. Comparative amounts should be disclosed. Material changes in the financial measures disclosed, including significant changes in the underlying accounting policies applied, should be identified and explained. Comparative amounts should be restated on the new basis, where practical. (C) Operating Review Principle 4 4 The OFR should discuss the significant features of performance for the period covered by the financial report, focusing on the overall company as well as those business or geographic segments that are relevant to an understanding of the performance as a whole. Guidelines 4.1 The OFR should identify and explain the main factors that affect the activities and performance of the company, and in particular discuss those that either have varied in the past or are expected to change in the future. Discussion of past performance should be supplemented by known trends and factors that are likely to affect future performance. 4.2 Key components of the result of operations should be discussed, including major sources of revenues, where appropriate. The OFR should also discuss any significant changes in capital employed. The OFR should discuss the results in comparison with prior periods and any projections publicly disclosed by the company. 4.3 The OFR should set out the analysis of any significant effect on performance of changes in the industry or the environment in which the company operates and of developments within the company, for example:-
• changes in market conditions; • the introduction or announcement of new products and services; • new activities, discontinued activities and other acquisitions and disposals; • asset impairments; and
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• results of any material acquisition, and extent to which published expectations at the time of acquisition have been realised.
4.4 The analysis should cover any other special factors that have affected performance in the period under review, even where the effect cannot be quantified. Where unusual or infrequent events or transactions have affected the result for a period, the OFR should discuss their nature and impact on the company. The discussion should comment on the impact on future operations of significant post-balance sheet events. The OFR should enable users to assess the significance of the ongoing and core activities of the company and the sustainability of performance relating to those activities. Principle 5 5 The OFR should discuss the dynamics and risk factors of the business. Guidelines 5.1 This should include a discussion identifying the significant opportunities, risks and threats facing the business, together with a commentary on the strategies and processes applied to managing them, and in qualitative terms, the nature of their potential impact on performance. Known factors and influences that may have a material effect on future performance and financial position, particularly within the 12 months from the date when the financial statements are authorised for issue, should be discussed. 5.2 A commentary on the strengths and resources of the business that should assist the company in the pursuit of its objectives would be useful. This could include items that are not reflected in the balance sheet, e.g corporate reputation and brand equity, licences, patents, copyrights and trademarks, and research and development. Principle 6 6 The OFR should comment on investments and measures to maintain and enhance the position and profitability of the company. Guidelines 6.1 The nature of activities and expenditure by the company to maintain and enhance the position and profitability of the company should be discussed. It could include description of major projects that involve capital expenditure being undertaken by the company. Qualitative information as to the benefits expected from such activities and expenditure could be given. (D) Financial Review Principle 7 7 The OFR should identify and explain significant matters which affect the company’s financial condition. It should discuss the capital structure and capital management policies of the company, its treasury policy, the dynamics of the company’s financial position and its funding and liquidity position.
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Guidelines 7.1 The OFR should contain a discussion of the capital structure of the company, including the maturity profile of its debt, type of financial instruments used and currency and interest rate exposures. This could include comments on the company’s debt rating and relevant ratios such as interest cover and debt/equity ratios. The purpose and effect of major financing transactions undertaken up to the date the financial statements are authorised for issue should be explained. 7.2 The discussion should cover the capital funding and treasury policies and objectives that are significant to the company’s performance. The types of items that might be discussed include:-
• the currencies in which borrowings are made and in which cash and cash equivalents are held;
• maturity profile of borrowings and extent of fixed-rate borrowings; • mix between equity and debt financing; • significant investments held; • risk management policies; • hedging policies and the use of financial instruments for hedging; • use of special purpose entities and other off-balance sheet arrangements;
and • capital management, including share buy-backs and capital restructuring.
7.3 To assist understanding of the cash flow and liquidity position of the company, the cash generated from operations, and other cash flows during the period under review should be discussed. The OFR should comment on any special factors that influenced cash flows in the current period and any known factors that may have a significant effect on future cash flows. 7.4 The company’s liquidity and funding at the end of the period under review should be discussed. Discussion of significant funding requirements for capital expenditure and servicing of borrowings would be useful. The OFR could also comment on the level of borrowings, the seasonality of borrowing requirements, undrawn financing facilities and the maturity profile of both borrowings and undrawn committed borrowing facilities. 7.5 Where the company has entered into covenants with lenders which could have the effect of restricting the use of credit facilities and a material breach of a covenant has occurred or is expected to occur, the measures taken or proposed to remedy the situation should be disclosed. 7.6 To facilitate the user’s understanding of the financial statements, it would be useful for the OFR to identify and discuss the critical accounting policies, estimates and judgements made that are key to the interpretation of the company’s financial statements. Such information would be particularly relevant for areas where subjective judgements are involved or for companies with complex financial structures.
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Principle 8 8 The OFR should discuss the overall return attributable to shareholders, including distributions and share repurchases. Guidelines 8.1 All forms of shareholder returns, including share buy-backs, dividend distribution, other forms of return of capital and shareholder plans should be discussed and their effects should be explained. The OFR should also include a commentary on the various factors (including profitability) contributing to the dividend for the financial year, including the overall dividend policy.
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PRACTICE NOTE 7D CORPORATE ACTIONS REQUIRING THE ENGAGEMENT OF A SPONSOR
Cross-referenced from Rule 745(3) and definition of “corporate finance advisory work” PART I: INTRODUCTION 1. This Practice Note provides guidance on when the engagement of a sponsor would be required
pursuant to Rule 745(3). 2. Issuers should consult with their sponsors with respect to the application of the rules. When in
doubt, sponsors must consult the Exchange. 3. Rule 745(3) states that where an issuer requires a professional to provide corporate finance
advice in relation to any corporate action, it may engage its sponsor or any other sponsor authorised by the Exchange to provide such advice. Arising from this Rule, a sponsor is generally required for the provision of corporate finance advice, having regard to their obligations to advise the issuer on compliance with Catalist Rules.
4. A sponsor is however not required in situations where the Rules to be complied with are
procedural in nature and thus expected to pose less regulatory risks. Non-sponsor professionals providing corporate finance advice in such situations should nevertheless have an established track record of discharging their responsibilities properly in similar roles.
PART II: CORPORATE ACTIONS THAT REQUIRE A SPONSOR 5. For the purpose of complying with Rule 745(3), an issuer is required to engage a sponsor to
provide corporate finance advice in relation to the following corporate actions or transactions: - a. transfer of listing to SGX Main Board pursuant to Rule 408; b. issue of securities, including rights issue or placement of shares; company warrants; or other
convertible securities, for cash or as consideration for an acquisition notwithstanding that the acquisition is not a Major Transaction, except where the issue of securities falls under paragraph 6(c) below;
c. issue of shares or convertible securities or options by a principal subsidiary pursuant to Rule
805(2);
d. approval of a share option scheme or share scheme pursuant to Rule 842(3) where the terms of the scheme may be prejudicial to the interest of shareholders;
e. capital reduction or distribution;
f. approval of a scrip dividend scheme where the terms of the scheme may be prejudicial to
shareholders; g. Interested Person Transaction (“IPT”) requiring specific shareholders’ approval pursuant to
Chapter 9 of the Catalist Rules, including the provision of independent financial advice;
h. Major Transaction under Rule 1013 (“Major Transaction”);
i. Very Substantial Acquisition or Reverse Takeover under Rule 1015, in which case a Full Sponsor is required;
j. independent financial advice in relation to a whitewash resolution or an issuer which is the
subject of a takeover, as required pursuant to the Singapore Code of Takeovers and Mergers;
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k. Scheme of Arrangement; and
l. delisting pursuant to Rule 1305 or 1307, including the provision of independent financial advice pursuant to Rule 1308(2) on the exit offer.
6. An issuer is not required to engage a sponsor for corporate finance advice in relation to the
following corporate action or transactions:-
a. approval or renewal of a General Share Issue Mandate pursuant to Rule 806;
b. approval or renewal of a Share Buy-Back Mandate pursuant to Rule 866;
c. issue of securities pursuant to an employee or performance share/share option plan, bonus issue, scrip dividend, or stock/share split or consolidation;
d. approval or renewal of a share or share option scheme, except where the scheme falls under
paragraph 5(d) above;
e. approval of a scrip dividend scheme, except where the scheme falls under paragraph 5(f) above;
f. approval or renewal of an IPT Mandate pursuant to Chapter 9 of the Catalist Rules, including
the provision of independent financial advice; and
g. alteration of its memorandum or articles of association.
7. The corporate actions or transactions which are set out in this Practice Note are not exhaustive. Where a particular corporate action or transaction being contemplated by an issuer does not fall within paragraphs 5 or 6 above, the issuer must consult with its sponsor. When in doubt, sponsors must consult the Exchange.
PART III: ENGAGEMENT OF FINANCIAL ADVISORS BY ISSUERS AND SPONSORS 8. Rule 745(3) allows an issuer to engage its sponsor or any other sponsor authorised by the
Exchange to provide corporate finance advice. Where another sponsor is appointed, the continuing sponsor of the issuer shall retain overall management and responsibility for the corporate action or transaction, principally with regards to advising the issuer on compliance with Catalist Rules and the proper discharge of the sponsor’s obligations pursuant to Rule 226(4).
9. Where a sponsor is engaged to provide corporate finance advice, such sponsor may choose to
outsource part of its work to other financial advisors, which need not also be a sponsor. The continuing sponsor of the issuer shall retain overall management and responsibility for the corporate action or transaction including the work done by such outsourced advisor(s).
10. While such outsourced advisors may be named in documents, announcements and circulars as
appropriate for the roles in which they performed for the corporate action or transaction, for avoidance of doubt, such document, announcement or circular should also state clearly that the continuing sponsor of the issuer retains overall responsibility for the corporate action or transaction.
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PRACTICE NOTE 8A RIGHTS ISSUE TIMETABLE
Cross-referenced from Rule 823 The following is the expected timetable for a rights issue:
No of market days after books closure date (D)
(a)
To despatch SRAFs to shareholders who hold shares in their securities accounts with CDP
D+3
(b) Commencement of trading of nil-paid rights
D+3
(c) Latest day for trading of nil-paid rights
on or after D+9
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PRACTICE NOTE 10A SHAREHOLDER APPROVAL FOR MAJOR TRANSACTIONS
Cross-referenced from Rule 1014 PART I: INTRODUCTION 1. This Practice Note sets out the circumstances under which the Exchange may grant a waiver of
the requirement for shareholder approval of any major transactions. 2. This Practice Note sets out general principles only. The Exchange invites companies to consult
on a particular transaction if it wants certainty with respect to the application of the Rules. PART II: MAJOR TRANSACTIONS 3. A major transaction is one which will result in a fundamental change in the issuer’s business, or
where any of the relative figures as computed on the bases set out in Rule 1006 exceeds:
(a) for an acquisition, 75% but is less than 100%, or (b) for a disposal, 50%.
Pursuant to Rule 1014, a major transaction must be made conditional upon approval by shareholders in general meeting and a circular containing the information in Rule 1010 must be sent to all shareholders.
4. Rule 1006 sets out the following bases for computing the relative size of a transaction:
(a) The net asset value of the assets to be disposed of, compared with the group’s net asset value. This basis is not applicable to an acquisition of assets.
(b) The net profits attributable to the assets acquired or disposed of, compared with the group’s
net profits. (c) The aggregate value of the consideration given or received, compared with the issuer’s
market capitalisation. (d) The number of equity securities issued by the issuer as consideration for an acquisition,
compared with the number of equity securities previously in issue. 5. Rule 1002(1) states that, unless the context otherwise requires, “transaction” refers to the
acquisition or disposal of assets by an issuer or a subsidiary that is not listed on the Exchange or an approved Exchange, including an option to acquire or dispose of assets. It excludes an acquisition or disposal which is in, or in connection with, the ordinary course of its business or of a revenue nature.
PART III: TRANSACTIONS IN, OR IN CONNECTION WITH, THE ORDINARY COURSE OF AN ISSUER’S BUSINESS 6. In determining whether a transaction can be regarded as in the ordinary course of an issuer’s
business, the Exchange will have regard to the issuer’s existing core business. This is elaborated in paragraphs 7 and 8 below.
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7. Acquisitions
(a) Shareholder approval is not required if an acquisition will result in an expansion of an issuer’s existing core business. The Exchange takes the view that it should not in normal circumstances require an issuer to seek shareholder approval if the expansion is by way of an acquisition of a similar business, when other means to expand its business that are open to the issuer would not require shareholder approval.
(b) However, should the acquisition change the risk profile of the issuer, shareholders should
have an opportunity to have their say on the proposed acquisition. This is so notwithstanding that the acquisition will not change the main business of the issuer.
(c) In determining whether an acquisition would change an issuer’s risk profile, the Exchange will
have regard to the following:
(i) whether the acquisition will increase the scale of the issuer’s existing operations significantly. An acquisition is regarded as increasing the scale of operations significantly if any of the relative figures computed on the bases set out in Rule 1006(c) and 1006(d) is 100% or more. Rule 1015 requires shareholder approval to be obtained for such an acquisition regardless of whether the acquisition is treated as in the issuer’s ordinary course of business. Such an acquisition may be treated as a very substantial acquisition;
(ii) whether the acquisition will result in a change in control of the issuer. Rule 1015
requires shareholder approval to be obtained if the acquisition will result in a change in control of the issuer regardless of whether the acquisition is treated as in the issuer’s ordinary course of business. Such an acquisition may be treated as a reverse takeover;
(iii) whether the acquisition will have a significant adverse impact on the issuer’s earnings, working capital and gearing;
(iv) the extent to which the acquisition will result in an expansion of the issuer’s business
to a new geographical market; and
(v) the extent to which the intended expansion has been foreshadowed and investors have had an opportunity to vote at previous general meetings on: (A) the issuer’s proposal; or (B) waiving their rights to approve the issuer’s proposal.
(d) The above factors are not exhaustive.
8. Disposals
(a) The disposal of an issuer’s core business (or a substantial part of its core business) will usually result in a material change to the nature of the issuer’s business. Thus, shareholders should have an opportunity to consider the future direction of the issuer, and Rule 1014 will be applied.
(b) However, in exceptional circumstances, the Exchange may waive Rule 1014 if the intended
disposal has been foreshadowed and investors have had the opportunity to vote at previous general meetings on: (i) the issuer’s proposal to dispose of specific assets or businesses; or (ii) waiving their rights to approve the issuer’s proposal.
(c) Further, where an issuer proposes to dispose of a non-core business or a non-core asset (for
example, a vacant factory) without affecting the nature of its main business, it is reasonable in
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normal circumstances to expect shareholders not to be overly concerned about the disposal. The Exchange may grant a waiver under such circumstances.
9. Issuers should consult their sponsors as early as possible about whether a proposed transaction
must comply with the Rules. Sponsors should consult the Exchange if in doubt on the interpretation or application of the Rules, or on the guidance given in this Practice Note.
PART IV: RELATIVE FIGURES 10. Under Rule 1014, the profit test does not apply to an acquisition of profitable assets as
shareholders are not expected in normal circumstances to be concerned if the assets to be acquired are profit contributors. Similarly, shareholders generally would not be concerned if the assets to be disposed of are non-core or loss-making. Thus, for such disposals, the Exchange may grant a waiver of Rule 1014 from the requirement to seek shareholder approval for the disposal.
11. In some cases, tests based on assets and profits may not give a meaningful indication of the
significance of the transaction to the issuer. This can happen where, for example, the issuer or the asset to be acquired is loss-making; or the issuer or the asset to be acquired has a negative net asset value. The limit of 75% in Rule 1013 cannot be applied in such circumstances. The Exchange will assess the significance of the transaction on a case by case basis, and sponsors should consult the Exchange as early as possible.
PART V: VOTING 12. Undertaking From Substantial Shareholder(s) Regarding Voting
(a) The Exchange will not grant a waiver from the requirement for shareholder approval solely on the basis that the substantial shareholders of the issuer have undertaken to vote in favour of the transaction. As a general rule, shareholders should be given the opportunity to have their say on the issuer’s proposal.
13. Separate Resolution
(a) If a transaction requires more than one approval, the issuers should consider whether separate resolutions on the different aspects of the proposal are put to shareholders. One matter that the Exchange will consider when clearing a circular to shareholders is whether the resolutions have been constructed in a way that allows shareholders to properly exercise their voting rights.
PART VI: COST AND INCONVENIENCE OF CONVENING A SHAREHOLDER MEETING
14. The Exchange would not in normal circumstances regard only the cost and inconvenience of convening a meeting as sufficient reasons to grant a waiver.
PART VII: CONSIDERATION 15. For the purposes of determining the relative figure of Rule 1006(c), the aggregate value of
consideration given or received should include:
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(a) any deferred consideration that may be payable or receivable by the issuer in the future (the consideration is the maximum total consideration payable or receivable under the agreement); and
(b) further amounts related to the transaction.
16. Issuers should consult their sponsors as early as possible about whether further amounts relating
to the transaction are part of “consideration”. For example, loans or guarantees extended by the purchaser, the discharge of any liabilities (whether actual or contingent), or the provision of other forms of security, may be deemed to be part of “consideration”.
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PRACTICE NOTE 13A PROCEDURES FOR TRADING HALT AND SUSPENSION
Cross-referenced from Rules 1301, 1302 and 1303 and paragraph 23 of Appendix 7A PART I: INTRODUCTION 1. This Practice Note provides guidance on the procedures for trading halt and suspension. 2. A trading halt is a short term trading stoppage requested by an issuer to disclose material
information. It is generally requested for a minimum of thirty minutes to a maximum of three market days. When a trading halt is being lifted, a stock will enter into the phase that the market is then in.
3. A suspension is generally a longer term trading stoppage that can be requested either by an
issuer or imposed by the Exchange. When a suspension is being lifted, a stock will enter into an adjust phase for a minimum duration of 15 minutes before normal trading commences.
4. In a trading halt, orders in the system are not purged until the end of the trading day while for a
suspension, all orders are purged at the time of the suspension. 5. The Exchange will normally only halt or suspend the trading of an issuer’s securities at the
request of the issuer. The sponsor is responsible to advise the issuer and notify the Exchange if it forms the view that a trading halt or suspension is warranted. Where there is a difference in opinion between the sponsor and the issuer, the Exchange will take into account both the sponsor’s and the issuer’s views when acting on such requests.
PART II: TRADING HOURS 6. Our trading hours are from 9.00 am to 12.30 pm and 2.00 pm to 5.00 pm. Opening Routine is a
30-minute session before trading commences at 9.00 am, i.e. 8.30 am to 9.00 am. Closing Routine will run for 6 minutes after 5.00 pm, i.e. 5.00 pm to 5.06 pm.
PART III: PROCEDURES FOR TRADING HALT AND SUSPENSION 7. A trading halt or suspension can be applied at any time. When an issuer wishes to request for a
trading halt or suspension in its securities during trading hours, it must first contact the officers in Market Control (“MC”). After alerting the MC officer, the issuer can then send the SGXNET announcement to request for a trading Halt or suspension.
8. In the SGXNET announcement, issuers should state the reason for requesting the trading halt or
suspension. The announcement should include the statement required under Rule 752(2). 9. Issuers are to observe the following guidelines when requesting for a trading halt or suspension:
(a) During trading hours (9.00 am to 12.30 pm and 2.00 pm to 5.00 pm)
Please call and alert Market Control before releasing the request via SGXNET.
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(b) Between 12.30 pm to 2.00 pm on a trading day Please call and alert Market Control before 1.30 pm although the SGXNET request can be
released. (c) Before or after trading hours
Please call and alert Market Control before 8.30am although the SGXNET request can be released.
PART IV: PROCEDURES FOR LIFTING OF TRADING HALT AND RESUMPTION OF TRADING FROM SUSPENSION 10. For both trading halt and suspension, trading can resume only on the quarter-hour, that is, at the
following times:
9.00 am 9.15 am 9.30 am 9.45 am 10.00 am 10.15 am 10.30 am 10.45 am 11.00 am 11.15 am 11.30 am 11.45 am 12.00 pm 12.15 pm 2.00 pm 2.15 pm 2.30 pm 2.45 pm 3.00 pm 3.15 pm 3.30 pm 3.45 pm 4.00 pm 4.15 pm 4.30 pm 4.45 pm
11. Issuers must allow at least 30 minutes of dissemination time after a material announcement is
made and before trading resumes. 12. Issuers are to observe the following guidelines when issuing an SGXNET announcement to
request for a “Lifting of Trading Halt or Resumption of Trading From Suspension”:
(a) During trading hours (9.00 am to 12.30 pm and 2.00 pm to 5.00 pm) Please call and alert Market Control before releasing the request via SGXNET.
(b) Between 12.30 pm to 2.00 pm on a trading day Please call and alert Market Control before 1.30 pm although the SGXNET request can be
released. (Issuers are to note that the material announcement must be released before 1.00 pm and the
SGXNET request for Lifting of Trading Halt or Resumption of Trading from Suspension should be sent in subsequently latest by 1.15 pm.)
(c) Before or After Trading Hours Please call and alert Market Control before 8.30 am although the SGXNET request can be
released. (Issuers are to note that the material announcement must be released before 7.30 am and the
SGXNET request for Lifting of Trading Halt or Resumption of Trading from Suspension should be sent in subsequently latest by 8.15 am.)
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PART V: SGXNET TEMPLATES 13. Issuers must use the correct template when sending in the above requests. Issuers can choose
from the following four templates:
a. Request for Trading Halt; b. Request for Suspension; c. Request for Lifting of Trading Halt; or d. Request for Resumption of Trading from Suspension.
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PRACTICE NOTE 14A CATALIST TRANSITION PROCESS AND TIMETABLE
Cross-referenced from Rule 1402
1. Introduction
(a) This Practice Note sets out the details and timetable on the transition measures to bring Catalist issuers into compliance with Catalist Rules by the Transition Date.
(b) All Catalist Non-Sponsored issuers, except those suspended pursuant to Rule 1303 of the
Listing Manual, must comply with the transition requirements set out in this Practice Note. 2. Transition Measures
(a) Quarterly Progress Report to SGX
By 1 November 2008, Catalist Non-Sponsored issuers must submit the first progress report to SGX Catalist Regulation. Thereafter from 1 January 2009, a progress report must be submitted to SGX Catalist Regulation within 45 days after the end of each of the first three quarters and 60 days after the end of the financial year. Such progress reports must be copied to the issuer’s Board of Directors and incorporate the following information: (i) Name of issuer;
(ii) Reporting period;
(iii) Name, designation and contact details of Director or person in charge of the search and appointment of sponsor
(iv) Updated timetable of milestones, including but not limited to estimated time periods allocated for the search for a suitable sponsor, negotiation of terms, as well as the estimated dates for the board approval of and the appointment of sponsor;
(v) If applicable, description of any plans that the company will implement as an alternative to appointing a sponsor, such as undergoing a reverse takeover, merger & acquisition, or transferring to Mainboard;
(vi) List of sponsors approached to date; and
(vii) Any other relevant information
(b) Quarterly Progress Update to shareholders and investors
From 1 January 2009, Catalist Non-Sponsored issuers must also announce via SGXNET, within 45 days after the end of each of the first three quarters and 60 days after the end of the financial year, the following information: (i) as required in 2(a)(i) to (iv);
(ii) as required in 2(a)(v), if such information has been announced by the company, and
(iii) any other relevant information.
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(c) Requirement to appoint Sponsors for corporate actions
From 1 January 2009, Catalist Non-Sponsored issuers must appoint a sponsor and comply with Catalist Rules when undertaking any of the following corporate actions: (i) Rights issue or placement of shares, company warrants or other convertible securities for
cash, excluding shares issued pursuant to an employee or performance share/share option plan;
(ii) Major transaction as defined under Rule 1013 of the Listing Manual of the former SESDAQ rules;
(iii) Transaction that will require shareholders’ approval pursuant to Chapter 9 of the Listing Manual of the former SESDAQ rules; and
(iv) Scheme of Arrangement. (d) Suspension of Catalist Non-Sponsored issuers after the Transition Date
(i) From 6 February 2010, trading of securities of Catalist Non-Sponsored issuers that have not appointed a sponsor on or before the Transition Date and announced the date from which they will comply with Catalist Rules as agreed with the Exchange, will be suspended.
(ii) The suspended Catalist Non-Sponsored issuers must submit quarterly progress reports to SGX and announce quarterly progress updates via SGXNet as required in 2(a) and 2(b) respectively.
(iii) The suspension will only be lifted and the issuers’ trading status reinstated if the Catalist Non-Sponsored issuers appoint a Sponsor in accordance with Rule 1403(3) and comply with Catalist Rules before 31 December 2010.
(e) Delisting of Catalist Non-Sponsored issuers after 31 December 2010
After 31 December 2010, Catalist Non-Sponsored issuers will be delisted and removed from the Official List. Pursuant to Rule 1404(2), issuers will be required to offer a reasonable exit alternative, which should normally be in cash, to:
(i) Its shareholders; and
(ii) Holders of any other classes of listed securities to be delisted.
The issuers should normally appoint an independent financial adviser which need not be an approved sponsor to advise on the exit offer.
The delisting will take effect after completion of the exit offer.
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3. Catalist Transition Timetable
No. Transition Measure Implementation Date
1. Quarterly progress report to SGX 1 November 2008
2. Quarterly progress update to investors 1 January 2009
3. Requirement to appoint a sponsor when undertaking certain corporate actions
1 January 2009
4. Transition Date 5 February 2010
5. Date of Suspension of Catalist Non-Sponsored issuers
6 February 2010
6. Date of Delisting After 31 December 2010, subject to completion of exit offer
![Consolidated Rules[1]](https://static.documents.pub/doc/80x56/577d380f1a28ab3a6b9701a1/consolidated-rules1.jpg)
