[Last updated: 1 January 2024, unless otherwise noted]

Disclosure of information

After its initial listing, the listed issuer must comply with the continuing listing requirements of SGX-ST. The issuer generally must announce any information known to it, concerning it or any of its subsidiaries or associated companies, that is necessary to avoid the establishment of a false market in its securities or that would be likely to materially affect the price or value of its securities. There are two exceptions under SGX-ST listing rules from the requirement to make immediate disclosure:

• Information may be withheld from disclosure if disclosure would breach the law.
• An issuer may temporarily refrain from publicly disclosing particular information if:
  • A reasonable person would not expect the information to be disclosed.
  • The information is confidential.
  • The information concerns an incomplete proposal or negotiation, comprises matters of supposition, is insufficiently definite to warrant disclosure, is generated for the internal management purposes of the entity or is a trade secret.

The issuer must immediately announce certain specified matters on the SGXNET corporate announcement system, including, but not limited to:

• Information about any appointment or cessation of service of key persons such as director, chief executive officer, chief financial officer, chief operating officer, general manager, qualified person or other executive officer of equivalent authority, company secretary, registrar or auditors of the issuer.
• Any appointment of, or change in legal representative(s) (or person(s) of equivalent authority, however described), appointed as required by any relevant law applicable to the issuer and/or any of its principal subsidiaries, with sole powers to represent, exercise rights on behalf of, the issuer and/or that principal subsidiary.
• Any appointment of a special auditor or an additional auditor. The issuer may be required by SGX-ST to announce the findings of the special auditors or the additional auditors.
• Acquisitions or disposals of shares or other assets by any member of the listed group over a certain transaction value must be disclosed and may be required to be subject to shareholders' approval or be subject to the approval of SGX-ST as well.
• Any application filed with a court to wind up the issuer or any of its subsidiaries or to place any of them under judicial management, or the appointment of a receiver, judicial manager or liquidator, or any significant litigation.
• The use of the IPO proceeds and any proceeds arising from any secondary offerings as and when such funds are materially disbursed and whether such a use is in accordance with the stated use and in accordance with the percentage allocated in the prospectus or the announcement of the issuer. Where there is any material deviation from the stated use of proceeds, the issuer must announce the reasons for such deviation.
• When the issuer or any of its subsidiaries enters into a loan agreement or issues debt securities that contain a condition making reference to the shareholding interests of any controlling shareholder of the issuer, or places restrictions on any change in control of the issuer, and the breach of this condition will be an event of default, an enforcement event or an event that would cause acceleration of the repayment of the principal amount of the loan or debt securities, significantly affecting the operations of the issuer or resulting in the issuer facing a cash flow problem, to announce details of such condition and the aggregate level of facilities that may be affected by a breach of such condition.
• Interested person transactions of a certain transaction value between the issuer, a subsidiary or an associated company (over which the listed group and/or its interested persons has control) and a director, chief executive officer, controlling shareholder or any of their associates (these transactions may also need to be approved by the shareholders).
• Any joint venture, merger or acquisition.
• Any declaration or omission of dividends or the determination of earnings.
• Firm evidence of significant improvement or deterioration in near-term earnings prospects.
• Public or private sale of a significant amount of additional securities of the issuer.
• The provision or receipt of a significant amount of financial assistance.
• An investigation on a director or an executive officer of the issuer.
• Interests or change in interests in the securities of an issuer of a director or substantial shareholder.

SGX-ST 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. To the extent that an issuer is unable or unwilling to comply with, or contravenes a listing rule, SGX-ST may remove an issuer from the Mainboard. Further, under the SFA, an issuer listed on SGX-ST may be guilty of an offence if it intentionally, recklessly or negligently fails to notify SGX-ST of information on specified events or matters as they occur or arise. The issuer and/or its officers, if convicted, will be liable for a fine of up to S$250,000 (approximately US$189,475) and/or subject to imprisonment for up to seven years.

Financial reporting

A listed issuer must hold an annual general meeting. The time between the end of the issuer's financial year and the date of its annual general meeting must not exceed four months. The issuer must publish its annual report to shareholders and SGX-ST at least 14 days before the date of its meeting. The annual report must contain enough information for a proper understanding of the performance and financial conditions of the issuer and its group, including, but not limited to:

• A review of the operating and financial performance of the issuer and its principal subsidiaries in the last financial year.
• Annual audited accounts (consolidated), audited balance sheet of the issuer (unconsolidated) and cash flow statement (consolidated).
• A statement (as of the 21^st 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.
• Particulars of material contracts involving the interests of the chief executive officer, any director or any 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.
• Interested person transactions.
• Dealings in securities.
• Names, exact amounts and breakdown of remuneration paid by the issuer and its subsidiaries to each individual director and chief executive officer, in percentage terms, including their base or fixed salary, variable or performance-related income or bonuses, benefits in kind, stock options granted, share-based incentives and awards, and other long-term incentives.

In addition to the annual report, an issuer listed on the Mainboard must also publish the financial statements for the full financial year within 60 days from the end of the financial year. An issuer is required to announce quarterly and half-yearly financial statements within 45 days from the end of the relevant financial period if its auditors have issued an adverse opinion, a qualified opinion or a disclaimer of opinion on the issuer's latest financial statements, or its auditors have stated that a material uncertainty relating to it as a going concern exists in the issuer's financial statements.

Sustainability reporting

A listed issuer must issue a sustainability report no later than four months after the end of the financial year. The sustainability report must include the following primary components: (i) material environmental, social and governance factors; (ii) climate-related disclosures (consistent with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD)); (iii) policies, practices and performance; (iv) targets; (v) sustainability reporting framework, and (vi) a Board statement and associated governance structure for sustainability practices. The sustainability reporting process must be subject to internal review, but an independent external assurance may additionally be commissioned on the sustainability report. Where external assurance is provided on the sustainability report, the sustainability report must be issued no later than five months after the end of the financial year.

An issuer may exclude any primary component but must disclose such exclusion and describe alternatives undertaken, with reasons for doing so. Notwithstanding, climate-related disclosures cannot be excluded by an issuer in the following industries:

• Financial.
• Agriculture, Food and Forest Products.
• Energy
• Materials and Buildings.
• Transportation.

In addition, there is a proposal for all Singapore-listed issuers (including those incorporated overseas, business trusts and real estate investment trusts), to issue climate-related financial disclosures in accordance with new reporting standards (IFRS S1 and IFRS S2) issued by the International Sustainability Standards Board. The mandatory climate-related reporting regime is proposed to take effect in relation to reports to be issued by Singapore-listed issuers in respect of their financial year ending 2025.

Under IFRS S1, an issuer will be required to identify broad sustainability-related risks and opportunities. While the matters to be covered are similar to the TCFD requirements, IFRS S1 will require a greater level of specificity and a discussion on the financial impact of the risks and opportunities relating to the environmental, social and governance factors reported on.

For purposes of reporting under IFRS S1, an issuer must have regard to Sustainability Accounting Standards Board standards and may also refer to the Framework Application Guidance for Water-related Disclosures and the Framework Application Guidance for Biodiversity-related Disclosures issued by the Climate Disclosure Standards Board.

Under IFRS S2, an issuer will be required to identify climate-related risks and opportunities. These are categorized into:

• Physical, which includes risks and opportunities associated with rising aggregate global temperatures and associated physical impacts. Physical risks can be event-driven or identified as longer-term shifts in climate patterns.
• Transition, which includes risks and opportunities associated with the transition to a low carbon economy. This includes policy, legal, technology, market or reputational changes that may (or may not) occur in the process of adjusting to a decarbonized economy.

For purposes of IFRS S2, an issuer should consider the applicability of industry-based disclosure topics as defined in Industry-Based Guidance on Implementing IFRS S2.

Free Float

After listing, any issuer must ensure at all times that the public holds at least 10% of its total issued shares excluding treasury shares (excluding preference shares and convertible equity securities) in a class that is listed. "Public" refers to persons other than directors, chief executive officer, substantial shareholders (5%) or controlling shareholders (15%) of the issuer and its subsidiaries, and their respective associates.

If the percentage of securities held by the public falls below 10%, the issuer must, as soon as practicable, announce that fact, and SGX-ST may suspend trading of the shares. SGX-ST may allow the issuer a period of three months, or such longer period as SGX-ST may agree, to raise the percentage of securities in public hands to at least 10%. The issuer may be delisted if it fails to do so by the end of that period.

Watch-List

SGX-ST will place a Mainboard listed issuer on a watch-list if it records pre-tax losses for the three most recently completed consecutive financial years (based on audited full year consolidated accounts) and an average daily market capitalization of less than S$40 million (approximately US$30.32 million) over the last six months.

While the issuer remains on the watch-list, trading in its securities will continue, unless a trading halt or a suspension is, or has been previously, effected. An issuer must take active steps to fulfil the requirements to be removed from the watch-list. If it fails to comply with the requirements within 36 months of the date on which it was placed on the watch-list, SGX-ST may either remove the issuer from the official list of SGX-ST, or suspend trading of the listed securities of the issuer, without its agreement, with a view to removing the issuer from the official list of SGX-ST.

Insider trading

The SFA provides that it is a criminal offence for a person who has "inside information" to deal in (or procure another person to deal in) securities listed on SGX-ST, whether within or outside Singapore. For an offence to be committed, the person must know or ought reasonably to know that the information is not generally available and that, if it were generally available, it might have a material effect on the price or value of those securities.

If the person is a "connected person," where it is shown that the "connected person" was at the material time in possession of information concerning the corporation to which he or she was connected, and the information was not generally available, it will be presumed that the "connected person" knew at the material time that the information was not generally available, and if the information were generally available, it might have a material effect on the price or value of the securities. The burden shifts to the "connected person" to rebut this presumption.

A "connected person" is a person who is connected to a corporation, such as:

• An officer or substantial shareholder (a person who holds voting shares representing not less than 5% of the total votes) of that corporation or of a related corporation.
• A person who occupies a position that may reasonably be expected to give him or her access to relevant information by virtue of (a) any professional or business relationships with (including through an employer or a corporation of which that person is an officer) that corporation or a related corporation; or (b) being an officer of a substantial shareholder in that corporation or in a related corporation.

For these purposes, information is generally available if:

• It consists of readily observable matter;
• It has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in securities of a kind whose price might be affected by the information, and since it was so made known, a reasonable period for it to be disseminated among those persons has elapsed; or
• It consists of deductions, conclusions or inferences made or drawn from information referred to in the first bullet and/or information made known as referred to in the second bullet.

For securities that are traded and listed on SGX-ST, it is also an offence for a person to communicate (or cause the information to be communicated) to another person if the person knows or ought reasonably to know that the other person would (or would be likely to) deal in the securities or procure a third person to deal in the securities.

A person who contravenes the insider trading prohibitions in the SFA will be liable on conviction to a fine of up to S$250,000 (approximately US$189,475) and/or subject to imprisonment for up to seven years. The MAS may also bring an action in court against the offender for a civil penalty (payable to the MAS) in respect of that contravention. Contravention of insider trading prohibitions may also give rise to civil liability.

Other prohibited market conduct

The SFA also prohibits certain forms of market misconduct, such as:

• False trading and market rigging transactions.
• Securities market manipulation.
• Disclosure of false or misleading information likely to induce dealing in securities or to affect the market price of securities.
• Use of a manipulative and deceptive device in connection with the subscription, purchase or sale of securities.
• Dissemination of information about transactions entered into in contravention of the SFA.

A person who contravenes the market misconduct prohibitions in the SFA will be liable on conviction to a fine of up to S$250,000 (approximately US$189,475) and/or subject to imprisonment for up to seven years. The MAS may also bring an action in court against the offender for a civil penalty (payable to the MAS) in respect of that contravention. Contravention of market misconduct prohibitions may also give rise to civil liability.