Chapter 12 Circulars, Annual Reports and Electronic Communications
Part I Scope of Chapter
This Chapter sets out the requirements that apply to circulars and annual reports issued to the holders of listed securities.
Part II Circulars
Where an issuer proposes to issue a circular to its shareholders in relation to an issue of securities or in relation to a transaction, the issuer must submit one draft copy of the circular to the Exchange for review.
An issuer must submit to the Exchange for review, one draft copy of a notice of meeting if it contains a resolution relating to:—(1) the participation of, or grant of options to, controlling shareholders and their associates pursuant to a share option scheme;(2) the renewal of a share buy-back mandate; or(3) the proposed amendment of the issuer's Memorandum or Articles of Association or other constituent documents.(4) the renewal of a general mandate from shareholders pursuant to Rule 920, unless there is no change from the previous proposal.(5) the proposed change of auditors or the proposed appointment of an additional auditing firm to meet requirements in Rule 712(2A). The notice should incorporate, where applicable:—(a) Confirmation from the outgoing auditors whether or not they are aware of any professional reasons why the new auditors should not accept appointment as auditors of the issuer. If so, to provide details;(b) Confirmation from the issuer whether or not there were disagreements with the outgoing auditors on accounting treatments within the last 12 months. If so, to provide details;(c) Confirmation from the issuer whether or not 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;(d) Specific reasons for the change of auditors, including whether the outgoing auditors resigned, declined to stand for election, were dismissed or directed by the Exchange to be replaced under Rule 1405(1)(fb);(e) Confirmation from the issuer that it complies with Rule 712, and Rule 715 or 716 in relation to the appointment of the new auditing firm; and(f) Explanation that the appointment of an additional auditing firm is to meet the Exchange’s requirements in Rule 712(2A).
No circular or notice of meeting to be submitted to the Exchange for its review may be circulated or made available publicly until the Exchange advises that it has no objection to the issuance of the circular or notice of meeting. The Exchange will normally complete the review within 4 weeks from the date of submission. However, the time taken may be longer depending on the circumstances.
Each of the directors or vendors 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, as set out in Practice Note 12.1, must be incorporated in the circular.
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;
Corporate Action Rules requiring specific information to be disclosed in the circulars to shareholders (a) Rights Issues Appendix 8.2 (b) Bonus Issues and Subdivision of Shares Rule 839 (c) Issue of Warrants and Other Convertible Securities Rule 832 (d) Employee Share Option Schemes Rules 855, 856, 857, 858 and 861 (e) Share Buy-Backs Rule 883 (f) Scrip Dividends Rule 862(1) (g) Interested Person Transactions Rules 920(1)(b) and 921 (h) Significant Transactions Rule 1014 (i) Very Substantial Acquisitions or Reverse Takeovers Rule 1015(5)(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 or pursuant to any court order. Such statement must set out that the issuer will disregard any votes cast on a resolution by the person required to abstain from voting by the listing rule or pursuant to a court order where such court order is served on the issuer; and(6) name the financial adviser and/or issue manager appointed (if any) in the circular, and where required by SGX, include a responsibility statement from the financial adviser and/or issue manager in respect of such information contained in the circular as required by SGX, as set out in paragraph 3.1 of Practice Note 12.1.(7) for an issuer with a dual class share structure, prominently include: (a) a statement on the cover page that the issuer is a company with a dual class share structure; and (b) information on the voting rights of each class of shares.
Part III Annual Reports
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; and(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 and audited in accordance with the prescribed auditing standards, each as prescribed under Rule 709A; and(e) Disclosure of the nature and financial effect of, and justification for any deviation from the 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.(6)(a) The aggregate amount of fees paid to auditors, broken down into audit and non-audit services. If there are no audit or non-audit fees paid, to 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 1207(16), setting out the number of holders in the following categories:—
1,000,0001 and 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;(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.(f) the number of treasury shares held;(g) the number of subsidiary holdings held;(h) the percentage of the aggregate number of treasury shares and subsidiary holdings held against the total number of shares outstanding in a class that is listed; and(i) for an issuer with a dual class share structure, prominently include: (i) a statement on the cover page that the issuer is a company with a dual class share structure; and (ii) the following details for each holder of multiple voting shares:
Name of shareholder Number of multiple voting shares Total voting rights of multiple voting shares Number of ordinary voting shares Total voting rights of ordinary voting shares Total voting rights of both multiple voting shares and ordinary voting shares(10) The board must comment on the adequacy and effectiveness of the issuer's internal controls (including financial, operational, compliance and information technology controls) and risk management systems. A statement on whether the audit committee concurs with the board's comment must also be provided. Where material weaknesses are identified by the board or audit committee, they must be disclosed together with the steps taken to address them.(10A) The relationship between the chairman and chief executive officer of the issuer must be disclosed if they are immediate family members.(10B) All directors, including their designations (i.e. independent, non-executive, executive, etc.) and roles (as members or chairmen of the board or board committees), must be identified in the annual report.(10C) Audit committee's comment on whether the internal audit function is independent, effective and adequately resourced.
Land and Buildings(11) 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. The valuation of real property must be carried out by a property valuer in accordance with the property valuation standards. 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 accounts:—(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.
[Deleted](12) [Deleted](13) [Deleted](14) [Deleted](15) [Deleted]
Employee Share Option Scheme(16) The information required by Rule 852 in respect of any employee share option (or share incentive) scheme.
Interested Person Transactions(17) The information required by Rule 907 in respect of any interested person transactions entered into during the financial year.(18) The information required by Rule 710.
Whistleblowing Policy(18A) A statement that the issuer has put in place a whistleblowing policy which sets out the procedures for a whistleblower to make a report to the issuer on misconduct or wrongdoing relating to the issuer and its officers.(18B) An explanation of how the issuer has complied with the following: —(a) the issuer has designated an independent function to investigate whistleblowing reports made in good faith;(b) the issuer ensures that the identity of the whistleblower is kept confidential;(c) the issuer discloses its commitment to ensure protection of the whistleblower against detrimental or unfair treatment; and(d) the Audit Committee is responsible for oversight and monitoring of whistleblowing.
Dealings in Securities(19) 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 financial statements for each of the first three quarters of its financial year and one month before the announcement of the company's full year financial statements (if the issuer announces its quarterly financial statements, whether required by the Exchange or otherwise), or one month before the announcement of the company's half year and full year financial statements (if the issuer does not announce its quarterly financial statements).
Use of Proceeds(20) If applicable, a status report on the use of IPO proceeds and any proceeds arising from any offerings pursuant to Chapter 8 and whether the use of proceeds is in accordance with the stated use and is in accordance with the percentage allocated in the prospectus or the announcement of the issuer. Where the proceeds are used for general working capital purposes, the issuer must announce a breakdown with specific details on the use of proceeds for working capital. Where there is any material deviation from the stated use of proceeds, the issuer must also announce the reasons for such deviation.
Mineral, Oil and Gas Activities(21) In the case of mineral, oil and gas companies, a summary of reserves and resources as at the end of the issuer's financial year as set out in Appendix 7.5. The issuer must comply with Rule 750 if there are material changes to its reserves and resources.(d) [Deleted]
Amended on 29 September 201129 September 2011, 27 September 201327 September 2013, 19 January 201519 January 2015, 20 July 201620 July 2016, 31 March 201731 March 2017, 26 June 201826 June 2018, 23 August 201823 August 2018, 1 January 20191 January 2019, 7 February 20207 February 2020, 7 February 20207 February 2020, 12 February 2021 and 1 January 2022.
Part IV Electronic Communications
An issuer may send documents, including notices, circulars and annual reports, using electronic communications to a shareholder, if there is express consent from that shareholder.
An issuer may send documents, including circulars and annual reports, using electronic communications to a shareholder, if:(1) there is deemed consent from that shareholder, on the basis that:(a) the Articles of Association or other constituent document of the issuer:(i) provides for the use of electronic communications;(ii) specifies the manner in which electronic communications is to be used; and(iii) specifies that the shareholder will be given an opportunity to elect within a specified period of time, whether to receive such document by way of electronic communications or as a physical copy; and(b) the issuer has separately notified the shareholder directly in writing on at least one occasion of the following:(i) that the shareholder has a right to elect, within a time specified in the notice from the issuer, whether to receive documents in either electronic or physical copies;(ii) that if the shareholder does not make an election, documents will be sent to the shareholder by way of electronic communications;(iii) the manner in which electronic communications will be used is the manner specified in the Articles of Association or other constituent document of the issuer;(iv) that the election is a standing election, but that the shareholder may make a fresh election at any time; and(v) until the shareholder makes a fresh election, the election that is conveyed to the issuer last in time prevails over all previous elections as the shareholder's valid and subsisting election in relation to all documents to be sent; or(2) there is implied consent from that shareholder, on the basis that the Articles of Association or other constituent document of the issuer:(a) provides for the use of electronic communications;(b) specifies the manner in which electronic communications is to be used; and(c) provides that the shareholder shall agree to receive such document by way of such electronic communications and shall not have a right to elect to receive a physical copy of such document.
Notwithstanding Rule 1209, an issuer shall send the following documents to shareholders by way of physical copies:(1) forms or acceptance letters that shareholders may be required to complete;(2) notice of meetings, excluding circulars or letters referred in that notice;(3) notices and documents relating to takeover offers and rights issues; and
When an issuer uses electronic communications to send a document to a shareholder, the issuer shall inform the shareholder as soon as practicable of how to request a physical copy of that document from the issuer. The issuer shall provide a physical copy of that document upon such request.
If the issuer uses website publication as the form of electronic communications, the issuer shall separately provide a physical notification to shareholders notifying of the following:(1) the publication of the document on the website;(2) if the document is not available on the website on the date of notification, the date on which it will be available;(3) the address of the website;(4) the place on the website where the document may be accessed; and(5) how to access the document.