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

Quantitative Criteria

An issuer seeking a listing of its securities on the Mainboard must meet at least one of the following financial requirements:

• Minimum consolidated pre-tax profit (based on full year consolidated audited accounts) of at least S$30 million (approximately US$22.74 million) for the latest financial year and an operating track record of at least three years.
• Profitable in the latest financial year (pre-tax profit based on the latest full year consolidated audited accounts), an operating track record of at least three years and a market capitalization of not less than S$150 million (approximately US$113.69 million) based on the issue price and post-invitation issued share capital.
• Operating revenue (actual or pro forma) in the latest completed financial year and a market capitalization of not less than S$300 million (approximately US$227.37 million) based on the issue price and post-invitation issued share capital. REITs and business trusts which have met the S$300 million (approximately US$227.37 million) market capitalization test but do not have historical financial information may apply under this rule if they are able to demonstrate that they will generate operating revenue immediately upon listing.

In respect of the profit tests in the first two bullets above, the following requirements shall also apply:

• An issuer must have been engaged in substantially the same business and have been under substantially the same management throughout the period for which the three years operating track record applies.
• If the group made low profits or losses in the two years before the application due to specific factors which were of a temporary nature and such adverse factors have either ceased or are expected to be rectified upon the issuer's listing, the application may still be considered.
• In determining the profits, non-recurrent income and items generated by activities outside the ordinary course of business must be excluded.
• SGX-ST will normally not consider an application for listing from an issuer which has changed or proposes to change its financial year end if SGX-ST is of the opinion that the purpose of the change is to take advantage of exceptional or seasonal profits to show a better profit record.

Other Requirements

The issuer must be in a healthy financial position, and SGX-ST will consider whether the issuer and its subsidiaries have a positive cash flow from operating activities. The issuer must also disclose in its prospectus whether, in the reasonable opinion of its directors, the working capital available to the group is sufficient for at least the next 12 months.

The directors and executive officers of the issuer should have appropriate experience and expertise to manage the group's business. The character and integrity of the directors, management and controlling shareholders of the issuer will be a relevant factor for consideration. The issuer's board must also have at least two non-executive directors who are independent and free of any material business or financial connection with the issuer. Independent directors must comprise at least one-third of the issuer's board. A director will not be independent under any of the following circumstances: (a) if he is or has been employed by the issuer or any of its related corporations in the current or any of the past three financial years; (b) if he has an immediate family member who is employed or has been employed by the issuer or any of its related corporations in the current or any of the past three financial years, and whose remuneration is or was determined by the remuneration committee of the issuer; or (c) if he has been a director for an aggregate period of more than nine years (whether before or after listing), save that such director may continue to be considered independent until the conclusion of the next annual general meeting of the issuer. Further requirements as to the independence of directors are set out in the Code of Corporate Governance (as defined below).

Additional Requirements in relation to issuers incorporated outside of Singapore (Foreign Issuers)

Generally, foreign issuers do not have to comply with more onerous listing requirements compared with issuers incorporated in Singapore. A foreign issuer which has a primary listing on the SGX-ST must comply with the SGX-ST's listing rules in full. In addition, (i) a foreign issuer must have at least two independent directors, resident in Singapore and (ii) an announcement must be made on SGXNET as soon as there is any change in the law of its place of incorporation which may affect or change shareholders' rights or obligations over its securities. For completeness, any specific legal issues concerning foreign issuers, e.g. use of legal representatives, or issues as to title over properties should be pre-cleared with SGX-ST in connection with the listing process.

Moratorium

An issuer's controlling shareholders (shareholders holding 15% or more of the total voting rights in the issuer) and their associates, and executive directors with an interest in 5% or more of the issued share capital of the issuer, excluding subsidiary holdings, at the time of the listing (collectively referred to as the Promoters) must give contractual undertakings to the issue manager to observe a moratorium on the transfer or disposal of all their interests in the issuer's securities.

A pre-IPO investor who acquired and paid for his or her securities less than 12 months before the date of the listing application will also be subject to a lock-up on a portion of its shareholdings.

The lock-up periods must not be shorter than the following:

• For issuers who satisfy either of the first or second initial listing criteria discussed above, in respect of the Promoters' entire shareholding at the time of listing, for at least six months after listing.
• For issuers who satisfy the third initial listing criteria discussed above, in respect of the Promoters' entire shareholding at the time of listing, for at least six months after listing and in respect of at least 50% of their original aggregate shareholding (adjusted for any bonus issue, sub-division or consolidation), for the next six months.
• For any pre-IPO investor as described above, the profit proportion of that investor's shareholdings, computed based on a prescribed formula, will be subject to a lock-up for six months after listing.

Other related requirements

All securities listed on SGX-ST will be quoted in Singapore dollars, unless SGX-ST agrees to a quotation in a foreign currency. Applicant companies are encouraged to consult SGX-ST if they prefer a quotation in a foreign currency.

The shares of the listed issuer must be traded under the book-entry securities settlement system of The Central Depository (Pte) Limited. The shares should be registered with a share transfer agent, although there is no requirement for these securities to be registered with any particular share transfer agent.

A listed issuer is not required to appoint a compliance adviser that is established with SGX-ST to maintain its listing. The requirement to have an issue manager for the purpose of the listing also ends once the issuer is admitted to listing. However, SGX-ST requires the issuer to name the issue manager in all its published announcements for two years from the date of its listing. SGX-ST listing rules recommend that the issuer retain the services of the issue manager for at least one year following its listing.