Contents of Application
The listing application is intended to serve the purpose of placing before the Exchange the information essential in determining the suitability of the applicant for admission to the Official List of, and its securities for public trading on, the Exchange. The applicant, its issue manager and all professionals who are involved in the preparation of the listing application must therefore ensure that all information that is material to the Exchange's decision on the application is made available promptly to the Exchange. Rule 740 applies to information supplied as part of an application.
The application must include:—(1) Particulars as required in Appendix 2.1 with a checklist showing compliance with the admission requirements set out in Rules 210, 211 and 222, whichever is applicable.(2) Prospectus, offering memorandum or introductory document, whichever is applicable. The document should be accompanied by a checklist of compliance with Fifth Schedule or Seventeenth Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018, or Third Schedule, Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005, as amended from time to time, and where applicable.(3) In the case of a primary listing, the draft memorandum and articles of association or other constituent document, which must comply with Appendix 2.2 and which is marked at the right hand margin to indicate compliance with Appendix 2.2, including a confirmation by the legal advisers to the issuer that the draft memorandum and articles of association or other constitutent document are in compliance with Appendix 2.2. In the case of a secondary listing, the memorandum and articles of association or other constituent document (incorporating all amendments made to date) which has been filed with its home exchange.(4) Confirmation by the issue manager that:—(a) having exercised due care, diligence and skill, the issuer satisfies the admission requirements;(b) all documents required by the listing rules to be included in the application has been or will be supplied to the Exchange;(c) any other matters known to the issue manager which should be taken into account have been disclosed in the prospectus or otherwise in writing;(d) if any further information becomes available before listing, it will inform the Exchange; and(e) the directors of an applicant have been informed of their obligations under the listing rules as well as the relevant Singapore laws and regulations.(f) it is satisfied that the profit forecast, if any, has been made by the applicant's directors after due and careful enquiry and consideration.(5)(a) Declaration by each of the applicant's (and where applicable REIT manager's or trustee-manager's) director, executive officer, founding shareholder (in the case of a SPAC listing applicant), controlling shareholder, controlling unitholder (where applicable), and officer occupying a managerial position and above who is a relative of such director, founding shareholder (in the case of a SPAC listing applicant), controlling shareholder or controlling unitholder (where applicable), in the form set out in paragraph 8, Part 7 of the Fifth Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018, as amended from time to time. This rule is not applicable to an application for a secondary listing.(b) [Deleted](c) [Deleted](6) Resumes and particulars of each of the applicant's (and where applicable REIT manager's or trustee-manager's) director, executive officer, founding shareholder (in the case of a SPAC listing applicant), controlling shareholder and controlling unitholder (where applicable), and if the founding shareholder (in the case of a SPAC listing applicant), controlling shareholder or controlling unitholder (where applicable) is a company or partnership, resumes and particulars of each of its director, executive officer, controlling shareholder and partner. In the case where such entity is listed on a stock exchange and the relevant information relating to each relevant person is publicly available, this requirement is not applicable, but the issue manager must inform the Exchange of any material changes.(7) Material contracts entered into during the preceding 24 months or proposed to be entered into by the company and its subsidiaries with any director, controlling shareholder or their associate. In the case of a secondary listing, this requirement is not applicable.(8) Detailed profit and cash flow projections for the current year and ensuing year of the applicant and each principal subsidiary and associated company must be submitted upon request by the Exchange. In the case of a secondary listing, this requirement is not applicable.(9) Auditors' report to management on the internal control and accounting systems of the applicant and its principal subsidiaries. In the case of a secondary listing, this requirement is not applicable. Where there are weaknesses in an applicant's internal control and accounting systems, the Exchange may require a confirmation from the auditors that the weaknesses are not material.(10) For an applicant which is engaged in property investment or development, the property valuation report(s) of each principal asset of the group that is revalued. In the case of a secondary listing, this requirement is not applicable.(11) The requisite listing fee.(12) Confirmation by the applicant that it has obtained all requisite approvals, and is in compliance with laws and regulations, that would materially affect its business operations.(13) Statement by the directors of the applicant on whether the applicant, its subsidiaries, associated companies or any part of its undertakings and assets had previously applied for a listing in Singapore or elsewhere.
If so, to advise on the details of such application including the date of application, the relevant stock exchange, the status and outcome of the application, issues raised by the relevant stock exchange and conditions imposed.
If no prior listing has been sought, a confirmation from the directors of the applicant that they are not aware of any reasons why the applicant cannot be listed on any exchange.(14) Confirmation by the Board of Directors and the issue manager of the applicant that, in relation to the appointment of auditing firms, the applicant is in compliance with Rule 712 and Rule 715 or 716. Unless otherwise determined by the Exchange, Rule 712(2A) does not apply to secondary listings.(15) For an issuer seeking to list as a SPAC, the escrow agreement governing the escrowed funds.
The Exchange may require an applicant to provide additional information and documents which it requires for a proper consideration of the application. The Exchange may, in its absolute discretion, waive or modify compliance with any of these requirements.