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

The Singapore Exchange Securities Trading Limited (SGX-ST) is a listing platform for both Singapore and foreign issuers in all range of sizes representing a full spectrum of industries. Listing applicants may choose the Mainboard as a primary or secondary listing venue (as the case may be). Effective from 3 September 2021, SGX-ST has also permitted the listing of SPACs on SGX-ST. Apart from the Mainboard, potential listing applicants may also look towards a primary listing on the Catalist on SGX-ST (for which the quantitative criteria set out below do not apply). Below is a short summary of the legal and regulatory requirements of the listing process in Singapore, with a particular focus on listings on the Mainboard.

Quantitative Criteria. An issuer seeking to list its securities on the Mainboard must meet at least one of the following quantitative criteria:

• 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 has 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 has 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.

Management and business continuity. In respect of the profit tests in the first two bullets above, the 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.

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

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.

Experienced Management. 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 Board must also appoint 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.

Additional Requirements for issuers incorporated outside of Singapore (Foreign Issuers). Foreign issuers are not typically subject to more onerous listing requirements compared to Singapore-incorporated issuers. 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.  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.

Accounting standards. For primary listings, the audited financial statements submitted with the listing application (as well as future periodic financial reports) must be prepared in accordance with SFRS(I), IFRS or US GAAP. Accounts that are prepared in accordance with IFRS or US GAAP need not be reconciled to SFRS(I).

Financial statements. The prospectus should also include audited historical financial statements (profit and loss, balance sheet and cash flow statement) for the most recent three financial years, together with the audit report for each year. Interim financial statements must be provided if the date of lodgement of the preliminary prospectus is more than six months after the end of the most recently completed financial year for which audited financial statements are provided.

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

Listing on the Mainboard of SGX-ST involves three main stages:

• The submission of the Listing Admissions Pack to SGX-ST.
• Lodgment of the preliminary prospectus with the MAS.
• Registration of the final prospectus and launch of the offer.

Pursuant to a concurrent review process, an issuer may choose to submit its draft prospectus to MAS for pre-lodgement review at the same time as the submission of its listing application to SGX-ST.  

The table below sets out the typical process and timetable for listing a company on the Mainboard.

Link to Timetable

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

Each listed company must establish three sub-committees at the time of listing:

• The audit committee meets with external auditors and internal auditors at least annually and reviews the adequacy and effectiveness of internal controls, as well as the cost effectiveness, objectivity and independence of external auditors.
• The nominating committee makes recommendations to the Board on all director appointments and re-nominations, determines (on an annual basis) which directors are independent, decides if a director has been adequately carrying out his/her duties, and adopts internal guidelines to address the competing time commitments that directors who serve on multiple boards face.
• The remuneration committee recommends a framework of remuneration for the Board and key executives and determines specific remuneration packages for each director and the CEO (if not a director). Each listed issuer should disclose its remuneration policy in its annual report.

After its initial listing, the listed company must comply with the continuing listing requirements of SGX-ST.

The Code of Corporate Governance applies to listed issuers, on a comply-or-explain basis. The Code aims to promote high levels of corporate governance by putting forth principles and practices of good corporate governance. For example, it requires that non-executive directors comprise the majority of the Board; where the chairman is not independent, the independent directors are to make up the majority of the Board. The Board should also have a lead independent director who should be available to shareholders where they have concerns and for which contact through the normal channels of communication with the chairman or management are inappropriate or inadequate.

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

The initial listing fee is based on market capitalization, and ranges from S$100,000 to S$200,000 (approximately US$75,790 to US$151,580). In addition, there is a non-refundable processing fee of S$20,000 (approximately US$15,158) for an application for admission to the Mainboard. Where an issuer lists additional securities, it must pay SGX-ST an additional listing fee based on market capitalization, ranging from S$30,000 to S$200,000 (approximately US$22,737 to US$151,580). The annual listing fee similarly varies based on market capitalization, and ranges from S$35,000 to S$150,000 (approximately US$26,527 to US$113,685).