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U086426A LLP

Advocates & Solicitors

RE: Raising Funds for Great Gatsby Pty Ltd in Singapore


Sent: Sunday, February 26, 2012 12:00 AM To: scott.fitzgerald@greatgatsby.com.au Dear Scott, We refer to your email dated 22 January 2012. Attached to this email is our preliminary advice in respect of your wish to explore the possibility of raising funds in Singapore and the questions that you have posed in that connection. Please feel free to email or call us if you have further queries or should you wish to arrange a meeting with us. Yours Sincerely, U086426A LLP 7 ABC Road #14-02 XYZ Plaza | Singapore 123456 T: +(65) 6999 9999 | F: +(65) 6888 8888 | M: +(65) 9777 777 bigtimepartner@u086426a.com.sg U086426A LLP is incorporated in Singapore with limited liability. Company Registration No. 2004820M. This email may contain privileged and confidential information. If you are not the intended recipient of this message, please delete all copies from your computer system and do not circulate or reply to it. Please notify us immediately by return e-mail or at the above telephone or fax number. ________________________________________ From: scott.fitzgerald@greatgatsby.com.au Sent: Thursday, January 22, 2012 6:30 PM Subject: Raising Funds for Great Gatsby Pty Ltd in Singapore Dear U086426A LLP, We are currently considering raising capital in Singapore to support our expansion plans. In this connection, we seek your views on the following: 1. In light of the current global economic and financial difficulties, what are the challenges and opportunities for companies wishing to raise funds through the capital markets in Singapore? 2. What is the legal and regulatory framework underpinning equity and debt capital raising in Singapore? 3. How have the Monetary Authority of Singapore and the Singapore Exchange Trading Limited sought to strengthen the legal and regulatory regime relating to the offer of securities, to enhance investor protection in the wake of corporate scandals and collapses that came to light over the last 3 years? 4. What are the options available in respect of an exemption from prospectus requirements so as to make the fund-raising process less complicated and therefore more efficient, bearing in view that the amount sought to be raise far exceeds the sum of S$5 million and the wish for a wide investor base so as to ensure the success of the listing? I look forward to your response. Thank you. Yours Sincerely, Scott Fitzgerald, Great Gatsby Pty Ltd

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Abbreviations

AC ASEAN ASX Board BOJ CA Catalist CEO CFO CGC Code Company CR EC ECB EFSF ETL EU EUR Fed Firm FRS FY GDP HKEx IFRS IMF Audit Committee Association of Southeast Asian Nations Australian Securities Exchange Limited Board of Directors Bank of Japan Companies Act (Chapter 50) of Singapore Catalist Board of the Singapore Exchange Securities Trading Limited Chief Executive Officer Chief Finance Officer Corporate Governance Council Singapore Code of Corporate Governance Great Gatsby Pty Ltd Catalist Listing Rule European Commission European Central Bank European Financial Stability Facility Eligibility-to-list European Union Euro Federal Reserve of the United States of America U086426A LLP Financial Reporting Standards Financial Year Gross Domestic Product Hong Kong Exchanges and Clearing Limited International Financial Reporting Standards International Monetary Fund

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IPO LM LR LTRO Mainboard MAS PRC QE RC S&P SFA SFA 2005 SFA 2009 SFR 2005 SFR 2008 SGD SGX SGX-ST SIC SID SMU Take-over Code U.S. U.S. GAAP WTI

Initial Public Offering Listing Manual Mainboard Listing Rule Long Term Refinancing Operation Mainboard of the Singapore Exchange Securities Trading Limited The Monetary Authority of Singapore The Peoples Republic of China Quantitative Easing Remuneration Committee Standard & Poor Securities and Futures Act (Chapter 289) of Singapore Securities and Futures (Amendment) Act 2005 of Singapore Securities and Futures (Amendment) Act 2009 of Singapore Securities and Futures (Offers of Investment) (Shares and Debentures) Regulations 2005 of Singapore Securities and Futures (Offer of Investments) (Shares) (Exemption from Prospectus Requirements) Regulations 2008 of Singapore Singapore Dollar Singapore Exchange Limited Singapore Exchange Securities Trading Limited Securities Industry Council Singapore Institute of Directors The Singapore Management University Singapore Code on Take-overs and Mergers United States of America U.S. Generally Accepted Accounting Principles West Texas Intermediate

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Exclusions and Limitations of Liability


The views and opinions herein relating to macroeconomic factors, whether current or prospective, and how they affect the capital markets, particularly those expressed in Question 1, are not expressed or purported to be expressed in any professional capacity and therefore should not be construed as constituting professional advice, financial or otherwise, upon which reliance may be placed for the purposes of making any decision or taking any action.

Preliminary Matters
Since you have indicated your wish to list on SGX, it would be necessary, as a preliminary matter, to highlight that the Mainboard LRs prescribe certain specific requirements in respect of both equity1 and debt2 securities listings that a prospective foreign issuer is required to comply with. This necessitates that you consider whether an application for listing as a foreign issuer, a newly incorporated company in Singapore, or by any subsidiary of the Company that we may be presently unaware of would be more appropriate for your purposes. In this connection, you should bear in mind that a listing applicant will be required to either convert to or be incorporated as a public company.


We will now proceed to address your questions in turn.


1 2

Part V of Chapter 2. Part III of Chapter 3.

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Question 1
In light of the current global economic and financial difficulties, what are the challenges and opportunities for companies wishing to raise funds through the capital markets in Singapore? Your investment banker will probably be placed to answer this question, but since you have indicated your wish that we express a view, we will attempt to proffer an objective assessment of the current macroeconomic climate and the challenges and opportunities that it presents in the context of fund-raising in Singapores capital markets, so as to facilitate any subsequent meetings you may convene with your investments bankers. The threat of a financial crisis that surpasses 2008 in scale and impact3 continues to loom ominously over the global economy, as the European debt issue continues to hang in the balance. In 2012 alone, approximately US$10 trillion4 worth of G-75 sovereign and global corporate debt will need to be paid or rolled, re-hypothecated, and have capital allocated to it6.


To put things into perspective, default by financial institutions precipitated the financial crisis of 2007/2008, whereas sovereign defaults are expected to trigger the anticipated financial meltdown. 4 To put things into perspective yet again, the indicative aggregate global GDP in 2010 was US$63 trillion. In addition, default by a sovereign could potentially trigger a whole chain of credit events on credit default swaps and other complex financial instruments, which could cause the 700 trillion-dollar (notional value, which means that the real value could potentially be in excess of 700 trillion) derivative behemoth to implode. It remains to be seen whether the 53.5% voluntary haircut on the Greek debt will trigger a credit event on credit default swaps. 5 Collectively, G-7 nations comprise approximately 50% of global nominal GDP. 6 To make matters worse, the deadline for European banks to meet the 9% core Tier 1 capital ratio as prescribed by Basel III is 30th June 2012.
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Global Schedule for Maturing Corporate Debt


(Billion US$) 2011 Non-Financials Investment Grade Speculative Grade Financials Investment Grade Speculative Grade Aggregate 860.88 59.55 1192.90 58.84 842.93 61.41 791.21 37.3 621.28 40.46 4309.20 257.56 8033.99 383.7 77 551.49 144.52 521.75 231.14 504.64 348.63 420.01 284.35 2381.59 1085.64 2012 2013 2014 2015 Total

1381.13 1947.75 1657.23 1681.77 1366.10 *Data as of 31 March 2011. Source: S&P's Global Fixed Income Research.

The increasing incidence of sovereign as well as corporate downgrades7 and rising bond yields8 will only increase the cost of borrowing, which in turn makes it more difficult for maturing debts to be rolled over. Against the backdrop of costlier access to funds, there is a greater need to turn to bailouts9, which have hitherto been the principal apparatus in the crisis-prevention arsenal, in order to prolong the inevitable. Recent developments in Athens10, however, have revealed that bailouts are increasingly losing their popularity and being met with heavy resistance. As a result of aggressive expansionary monetary policy11, interest rates have been near zero for almost 4 years and the Fed has already announced 2 official12 rounds of QE, with a third, it is speculated13, likely to follow in the coming months. Similarly, the BOJ very


On 13 January 2012, S&P downgraded a host of European nations, including France (AAA to AA+), Austria (AAA to AA+), Spain (AA- to A), Italy (A to BBB+), Portugal (BBB- to BB), Cyprus (BBB to BB+), Malta (A to A-), Slovakia (A+ to A) and Slovenia (AA- to A+), and placed a host of others on Negative Outlook. Moodys followed suit on 13 February 2012, downgrading 6 European nations, including Italy (A3 to A2), Malta (A3 to A2), Portugal (Ba3 to Ba2), Slovakia (A2 to A1), Slovenia (A2 to A1) and Spain(A3 to A1), and placed a host of others on Negative outlook. 8 The upward pressure on European sovereign bond yields has barely regressed despite unprecedented intervention by the ECB through the guise of the LTRO in an attempt to control rising bond yields. 9 In this connection, the European Council announced on 27 October 2011 a massive increase in the EFSF from 780 billion EUR to 1 trillion EUR. 10 Negotiations over a US$130 billion bailout fund put together by the Troika of the EC, IMF and EU were met with fierce resistance from the Greek public, and several members of the Greek coalition government, including the Infrastructure, Transport and Networks Minister, the Alternative Defence Minister, Deputy Agriculture Development Minister, the Development, Competitiveness and Shipping Deputy Minister, and the Deputy Labour Minister, resigned when the interim administration of Prime Minister Lucas Papademos agreed to the austerity package, upon which the bailout fund was conditioned. 11 For an insight into the Feds crisis-prevention paradigm, see current Fed Chairman Ben Bernankes speech made in his capacity as a Governor of the Fed before the National Economists Club on 21 December 2002, where his ide fixe with preventing deflation at all cost is discernable. To achieve this end, he advocated 5 methods, viz, (1) lowering interest rates to zero or near zero; (2) expanding the Feds balance sheet through asset purchase; (3) increasing the money supply; (4) purchasing foreign government or the U.S. government debt; and (5) devaluing the U.S. dollar. Interestingly, (1) to (4) have already been employed. (5) has not yet been done on an explicit basis, and the devaluation of the U.S. dollar hithero has come about mostly as a by-product of (1) to (4). The speech is available at: http://www.federalreserve.gov/boarddocs/speeches/2002/20021121/default.htm. 12 Although, officially speaking, there has only been 2 rounds of QE since the inception of the 2008 financial crisis, moves like Operation Twist, through which the Fed will purchase, by the end of June 2012, US$400 billion worth of Treasury securities with remaining maturities of 6 years to 30 years and to sell an equal amount of Treasury securities with remaining maturities of 3 years or less, is effectively QE only cloaked in different nomenclature. 13 Our speculation is predicated in part on the fact that 2012 is an elections year in the U.S., as well as several other important nations such as PRC, Russia, France and Mexico.
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recently expanded its asset purchase facility by an additional 10 trillion. The ECBs LTRO is also, in our view, essentially a backstop QE program14. PRC, too, has jumped on the bandwagon by cutting bank reserve ratio requirements for the second time in 3 months. The overall net outcome is rising inflation, a problem particularly prevalent in Asia15. This might have a demand-dampening effect on the debt capital market in general, since inflation erodes real returns on debt instruments, although equity financing16 might be nominally cheaper as a resulted of inflated stock valuations17. Despite all the limelight on the European debt, the U.S., as the largest debtor nation in history, remains the elephant in the room, with US$2.76 trillion worth of U.S. debt falling due in 2012 alone. Further East, PRC, for all its unparalleled growth, will not be spared in the carnage. Talks of a hard landing are far from being outside the realms of possibility, given that it remains, despite structural efforts to reorientate its economy towards domestic consumption, a highly export-drive economy, with Europe and the U.S. its primary customers. We should also highlight in passing the geopolitical uncertainties surrounding Iran (and the Middle East in general), and should military conflict precipitate, the price of crude oil is likely to rise appreciably18, which will in turn further dampen economic activity. If the current macroeconomic issues do indeed culminate in a global financial crisis accompanied by worldwide deleveraging reminiscent of 2008 except on a larger scale, risk appetite for most asset classes will almost invariably plummet19. With capital drying up, fund-raising will become a significantly more challenging endeavour. To illustrate, figures from Thomson-Reuters20 revealed that the financial crisis of 2008 had the following impact on U.S. capital markets: (1) IPOs declined to a 30-year low in 2008, raising US$26 billion compared to US$46 billion in 2007 a decrease of 43%21. There were only 29 IPOs in 2008, a low not seen since 1977 and a significant decrease from the 202 IPOs in 2007 and 195 IPOs in 2006. In addition, over 110 companies dropped their plans to go public in 2008 due to market conditions; (2) Investment grade debt issuances declined 35% compared to 2007. Issuances of corporate investment grade debt decreased by close to 35% from $987 billion in 2007 to $645 billion in 2008. Most notably, investment grade debt issuances totaled only $71 billion in the third quarter of 2008, a 77% decrease from the second quarter of 2008 and the lowest quarterly debt volume since 1999. Issuances in the fourth quarter remained flat at $72 billion. Further East, Asian exchanges raised a total of US$77.7 billion in the first 11 months of 2011 amidst rising investor concern over the sovereign debt issues and the resulting market volatility, a 56% drop from the full year of 2010. The various figures foretell a gloomy picture for capital markets if and indeed, when, the anticipated financial crisis materializes. For corporations that continue to have access to funds in the capital markets, such as those with stellar credit, not only will capital raising become a more protracted endeavour, capital will become costlier, with risk premiums over debt increasing in the form of higher spreads22 and stock valuations plunging to or below 2008 lows.


The only difference between QE and LTRO, being a temporary open market purchase facility, is an agreement that the bank utilizing the facility will repurchase the sold asset in 3 years. 15 Asian Development Bank, Asian Development Outlook 2011 Update: Preparing for Demographic Transition (Mandaluyong City, Asian Development Bank, 2011) at 4. 16 For our purposes, we shall use the formula Cost of Equity = Dividends per Share for Following Year / Current Share Price + Dividend Growth Rate. 17 QEs 1 and 2 were followed by surging rallies in the major equity markets of the world. 18 When Libyan oil production was halted towards the end of February 2011 as a result of the Libyan insurrection, oil prices jumped by more than 30% over the next 2 months. By way of comparison, Libya then supplied approximately 2% of the worlds oil, whereas Iran supplies approximately 4%. At the date of this writing, WTI crude price has crept over US$108/barrel, an approximately 9% increase since the start of February 2012. 19 Indeed, signs of declining liquidity are already starting to manifest: NYSE volume on 13 February 2012 dipped to the lowest level in almost a decade for a non-Holiday day. 20 http://in.mobile.reuters.com/article/article/idINN3138728020081231. 21 The decrease would have been 85% but for Visas US$19 billion IPO. 22 Indeed, based on forecasts of 10-year government bond yields by 74 economists and strategists surveyed by Bloomberg News, borrowing costs for G-7 nations will rise as much as 39% from 2011:
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Notwithstanding the foregoing, Singapore has certain advantages that might stand it in good stead in terms of attracting global capital. Firstly, Singapore has the advantage of a relatively stable currency, which makes instruments denominated in SGD relatively more attractive as investments. The case has also often been made that Singapore, with its stable geopolitical climate, open capital market, modern financial infrastructure, efficient listing process, market-orientated regulatory regime and image of good corporate governance, is primed to be the base for global corporations seeking to capitalize on the opportunities offered by Asias inexorable ascendancy. Furthermore, Singapores diversity and its unique status as a nexus between East and West are amongst the nations strengths. Indeed, one of the key, oft-mooted reasons why Singapore is attractive as a base for international companies is that it successfully integrates Western business practices with Eastern markets and opportunities. In this connection, though, Hong Kong, as the unequivocal gateway to PRC by virtue of its geographical proximity, has perhaps seen far more success in this respect23, which perhaps prompted the recent proposal to raise the capitalization requirements for prospective listing applicants24. Nonetheless, SGX has signified its intention25 to mount a serious challenge to the HKExs regional dominance, and companies listed or intending to list on SGX are likely to benefit from the resulting improvements to liquidity and investment mobility. Apart from regional competition, other conceivable challenges should also not be overlooked. Firstly, Singapores relatively small domestic market and its reliance on export make its economy particularly susceptible to the economic health of its global customers. Secondly, as an import-reliant nation, that Singapores inflation levels will be further exacerbated by imported inflation cannot be discounted. The Company should consider these factors in tandem with the various advantages of Singapore in deciding whether or not to tap the capital markets in Singapore. As to opportunities that might arise in respect of specific asset classes, the likely market volatility might drive investor demand for certain hybrid securities. The unique equity-linked feature of a convertible bond may be attractive to investors during times of pronounced economic uncertainty as a risk-controlled avenue to gain exposure to the equity market while generating income26. From the perspective of the issuer, though, the heightened risk of default amidst the economic uncertainty as well as the risk of inflation might have to be priced into the computation of the payable interest rate, consequently raising capital costs. Nonetheless, it remains a cheaper alternative to traditional debt instruments. Aside from hybrid securities, instruments that are pegged to inflation, such as inflation-indexed bonds, might also be relatively more attractive to investors. We do note, however, the likelihood of stigma attached to all types of debt, and therefore greater downward pressure on demand for such instruments, should the financial crisis materialize, as it is, after all, a debt crisis. Finally, we should mention in passing that the economic climate might present opportunities in the capital markets for certain sectors, such as the commodities sector27.


http://www.bloomberg.com/news/2012-01-03/world-s-biggest-economies-face-7-6-trillion-bond-tab-asrally-seen-fading.html. 23 Based on statistics by Ernst & Young, the HKEx was ranked top globally in terms of capital raised from IPOs in 2010, whereas SGX did not even feature in the top 10: http://www.ey.com/Publication/vwLUAssets/Global-IPOtrends_2011/$FILE/Global%20IPO%20trends%202011.pdf at 4. 24 See http://info.sgx.com/webcoranncatth.nsf/VwAttachments/Att_B669DD128F13C3EF482576A300 327852/$file/01062010_SGX_proposes_revisions_to_Mainboard_admission_criteria_and_the_introduction _of_SPAC_listing.pdf?openelement. 25 Despite SGXs failed takeover bid for ASX, great strides have been made towards plan to form an integrated ASEAN exchange. In June 2011, Bursa Malaysia, the Philippine Stock Exchange, SGX and the Stock Exchange of Thailand appointed SunGard Data Systems Inc as the technology provider of the business-to-business intra-ASEAN cross-border order routing and trading platform that will electronically connect the markets of the 4 exchanges and allow investors and broker members to access multiple markets via a single connection. The platform is expected to go live by the end of the first quarter of 2012. The Hochiminh Stock Exchange and the Indonesia Stock Exchange are likely to join the move within a few years. The integrated trading platform will potentially cover a combined market capitalization of approximately US$1.8 trillion. 26 Although the real return from such income might be overall negative given the inflationary environment. 27 Massive inflation generated by persistent loose monetary policies will likely be accompanied by an increasing capital flight to quality, inflation-resistant assets like precious metals and agriculture. As such, companies engaged in these sectors and related businesses are likely to experience unprecedented growth,

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At this juncture, we wish to point out that given the likelihood of deterioration in the prevailing market condition further into the year, time-to-market is particularly crucial. As to how the Firm is able to assist you with this is a matter that will be addressed towards the end of Question 4.


thereby opening up opportunities in the capital markets as investors seek out safer investments that would, at least, preserve the real value of their investments.

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Question 2
What is the legal and regulatory framework underpinning equity and debt capital raising in Singapore? This question may be broken down into 3 segments, viz, the regulatory philosophy adopted in Singapore, the legislative framework which supports the prevailing regulatory philosophy, and the institutions that administer and enforce the legislative framework. Regulatory Philosophy By way of introduction, two regulatory philosophies underpin securities regulation generally. Under a merit-based regime, the securities regulator, in deciding whether to approve a particular transaction, reviews and determines the merits of the transaction and the disclosure standard. Such a case-to-case basis approach results in delay, loss of business efficacy, flexibility and missed opportunities28. The merit-based regime also encourages undue reliance by market participants on the securities regulator in the assessment of transaction quality29. In contrast, a disclosure-based regime does away with ex ante value judgment by the securities regulator, acknowledging, instead, that the market is better placed to decide on the merits of a transaction. The underlying premise of a disclosure-based regime is therefore that of the informed investor, who, through the exercise of greater vigilance and shareholder participation, subjects the merits of a transaction to market discipline30. As a result, instead of the securities regulator scrutinizing the business plans of the issuer, information asymmetry between investors and the issuer is cured by entrusting with the issuer and the professionals31 advising on the securities offering the responsibility to ensure adequate and accurate disclosure so that reasonable investors are able to make informed decisions. Some benefits of a disclosure-based regime have been identified as such: (1) Delay occasioned by regulatory requirements is reduced, thereby promoting business and financial innovation, which in turn expands the breadth and depth of investment choice32. (2) The greater breadth and depth of investment choice has the effect of attracting more capital, both local and foreign, retail and institutional, which in turn generates greater market liquidity33. (3) The increased liquidity attracts more companies, local and foreign, to list and raise funds in Singapore34. In line with Singapores aims to promote the country as an international capital centre and to foster a market driven environment, with greater efficiency, innovation and entrepreneurship, a predominantly disclosure-based regulatory regime was adopted in 199835. The shift was accompanied by structural reforms of the legal, regulatory and institutional framework then existing. Legislative Framework Prior to the SFAs enactment in 2002, the prospectus requirements, including the form and content, for the offer of securities were provided for in the CA. However, in order to support the shift to a predominantly disclosure-based regulatory regime, an update, re-design and consolidation of securities laws and rules then


Corporate Finance Committee, Consultative Paper on the Securities Market (26 May 1998) at [11], available at: http://www.mas.gov.sg/resource/publications/consult_papers/cfc.pdf. 29 Ibid at [12]. 30 Ibid at [7]. 31 These professionals include legal counsel, underwriters and auditors. 32 Supra Note 28 at [19]. 33 Ibid. 34 Ibid. 35 Supra Note 28 at [3].
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residing in various statutes and other non-legal documents into a single comprehensive legislation was necessitated. Thus, the SFA was enacted as an omnibus legislation that sets out, inter alia, the legislative framework and requirements relating to all offers of securities in Singapore. The SFA introduced a stronger legal obligation to disclose and a higher standard of disclosure. These obligations are backed by investigative and enforcement powers vested with the regulatory authorities36, including the power to take up criminal37 and civil38 actions where it is in the public interest to do so. Thus, with the inception of the SFA, particularly following the SFA 200539, any offer of securities must be accompanied by a disclosure document, most often a prospectus40, which must include in it all the information that investors and their professional advisers would reasonably require to make an informed assessment of the securities being offered41. The issuer and its advisers are responsible for ensuring that the prospectus complies with the requirements of the law, including the prospectus disclosure checklists contained in the SFR 2005, which in turn places greater importance on the conduct of due diligence42. Apart from the SFA, the legislative framework consists of non-statutory rules pertaining to listing and takeovers. Companies seeking listing on SGX-ST are required to enter into a listing undertaking43 in which they are contractually bound44 to comply with the listing rules promulgated in the LM (and the Code45), which includes the Mainboard and Catalist rules, for as long as they remain on the Official List of SGX-ST. This is reinforced by s.25 of the SFA, which gives the High Court the power to order a listed company to comply with the listing rules. The LM contains, inter alia, listing requirements, the manner in which securities are to be offered and sets out the corporate disclosure policy and other policies and continuing disclosure requirements affecting companies seeking a primary listing46 or are already listed on SGX-ST. Finally, take-overs and mergers are subject to the rules promulgated in the Take-over Code. Institutional Framework Singapores capital markets today operate broadly under a dual-level institutional framework. MAS, as statutory regulator, administers and enforces the corpus of statutory law regulating the offering of securities and maintains oversight of SGXs regulatory responsibilities. SGX, in turn, while not vested with any statutory powers, has direct and frontline regulatory responsibilities for regulating, through the interpretation, administration and enforcement of the LM47, companies that raise capital and have their shares traded on SGX-ST. The latter function of MAS is vital for ensuring that there are no gaps in the overall regulatory framework, since SGXs listing on SGX-ST raises potential conflict of interest issues over the commercial drive for profit vis--vis the commitment and resources deployed by SGX for the proper performance of its regulatory function. In relation to Catalist listings, while SGX retains the power to take disciplinary action for breaches of the rules, it does not undertake the usual supervisory role over the admission and continuing listing of companies. Instead, SGX-approved Sponsors, which are qualified professional companies experienced in corporate finance and compliance advisory work, undertake the direct supervision of these companies. The statutory function of MAS in respect of securities offerings includes reviewing lodged prospectuses or offering documents for compliance with the statutory disclosure requirements. If MAS is satisfied that the prospectus or offering document is in compliance with the applicable law, it will register the prospectus or


Supra Note 28 at [26] and [27]. Section 253, SFA. 38 Section 254, SFA. 39 SFA 2005 abolished the concept of an offer to the public. 40 Section 240, SFA. 41 Section 243, SFA. 42 Pursuant to s.255 of the SFA, due diligence constitutes a valid defence to both criminal and civil liability. 43 LM, Appendix 2.3.1. 44 Section 72(1)(a), SFA. 45 Rule 710 provides that the Code is applicable, as part of continuing listing obligations, to listed companies on a comply or explain basis. 46 A foreign issuer seeking a secondary listing on SGX-ST need not comply with the listing rules in their entirety: Rule 217. 47 Rule 105, LM.
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offering document. While MAS will not refuse registration on the basis of merit, s.240(15) confers upon MAS the power to refuse registration on the ground of public interest48, as was the case in the proposed listing of Nagacorp Ltd in 2003, where the registration of the prospectus was refused on concerns over issues relating to money laundering49. Where registration is rejected, the aggrieved party may appeal to the Minister of Finance within 30 days, whose decision will be final. Following registration, MAS has the power to issue stop orders to halt any further allotment, issuance or sale of securities50. MAS may also issue from time to time codes, guidelines, policy statements, practice notes and no-action letters to provide, inter alia51, guidance in furtherance of its regulatory objectives52. Where a listing application is involved, SGX-ST reviews the listing application and has full discretion to decide whether an applicant is eligible for listing. Should SGX-ST determine eligibility in the positive, an ETL would be granted and the applicant will lodge its prospectus with MAS for registration. To reduce the time-to-market and enhance the attractiveness of Singapore as a listing destination, MAS and SGX-ST commenced road-testing a concurrent review process for IPO prospectuses from March 2010, under which issuers may submit their draft prospectuses to MAS for pre-lodgment review at the same time they submit their listing applications to SGX. Finally, SGX-ST has the power to modify the rules by imposing additional requirements53, modify compliance to suit the circumstances54 and issue practice notes to provide guidance on the application of any of the listing rules55. Finally, the Take-over Code is administered by the SIC.


The current regime is a predominantly disclosure-based one, and hence there remain elements of a meritbased regime. 49 MAS Press Releases, MAS Refuses Registration of Nagacorp Limited's Prospectus, available at: http://www.mas.gov.sg/news_room/press_releases/2003/MAS_Refuses_Registration_of_Nagacorp_21_Oct _03.html. 50 Pursuant to s.242(1) of the SFA, a stop order may be issued where (a) the prospectus contains a false or misleading statement; (b) there is an omission from the prospectus of any information that is required to be include; (c) the prospectus does not comply with the requirements of the SFA; or (d) it is in the public interest to do so. 51 See s.321(1), SFA. 52 Section 321(1)(a), SFA. 53 Rule 106, LM. 54 Rule 107, LM. 55 Rule 109, LM.
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Question 3
How have the MAS and SGX sought to strengthen the legal and regulatory regime relating to the offer of securities, to enhance investor protection in the wake of corporate scandals and collapses that came to light over the last 3 years? In the wake of the recent financial crisis, several post-crisis reviews56 revealed that the crisis was, to an important extent, attributable to failures and weaknesses in corporate governance, thus prompting closer study of corporate governance issues around the world. Locally, a spate of S-chip57 scandals58 highlighted a need to reinforce the existing corporate governance regime. Thus, a substantial portion of the post-crisis regulatory response by MAS and SGX pertained to strengthening the local corporate governance regime and bringing it more in line with various leading jurisdictions such as Hong Kong and Australia. Reforms Undertaken by MAS In November 2011, the CGC59 submitted its final recommendations on the proposed revisions to the Code following public feedback on a consultation paper60 issued in June 2011. The recommendations, which effect changes to the existing Code in several areas61, were made with a view to further strengthen and refine the existing corporate governance regime. The proposed revisions are the latest in a series of moves62 to keep Singapore in line with international best practices in the area of corporate governance. For the purposes of this advice, we highlight only the recommendations made in respect of director independence, board composition and remuneration: 1. Director Independence

The CGC recommended tightening the definition of independent directors by including (a) a director, executive officer or substantial shareholder63 of an organisation which provides or receives significant payments or material services to or from the issuer or any of its related corporations; (b) a director associated with a substantial shareholder of the issuer in the current or past 3 FYs; and (c) a director who is


See, e.g., Kirkpatrick, Grant, The Corporate Governance Lessons from the Financial Crisis, Fin. Market Trends (OECD, 2009) at 2, available at: http://www.oecd.org/dataoecd/32/1/42229620.pdf. 57 PRC companies listed on SGX-ST. 58 Examples include, inter alia, China Print and Dye, where the founding couple embezzled the company's money and ran away; FerroChina, which dropped a bombshell when it announced sudden bankruptcy; FibreChem, a high-profile S-chip with a 'who's who' list of institutional shareholders, including Newsmith and JF Asset Management, reported accounting irregularities; Oriental Century, where the chairman confessed to the board that he had been falsifying financial performance as well as the company's bank cash balances since its listing; and Sino Environment, where the CEO had pledged his own shares in the company against a personal loan which he subsequently defaulted on, and the consequent sale of the pledged shares triggered an early redemption clause of the companys own S$149 million convertible bond, thereby raising doubts over the companys viability as a going concern. 59 The CGC was established by MAS in February 2010 to conduct a comprehensive review of the 2005 Code with a view to promoting a high standard of corporate governance among listed companies in Singapore. 60 Available at: http://www.mas.gov.sg/resource/publications/consult_papers/2011/Consultation_Paper_on_Proposed_Revi sions_to%20the%20CCG_14Jun2011.pdf. 61 These areas are director independence, board composition, director training, multiple directorship, alternate directors, remuneration practices and disclosure, risk management and share rights and role. The proposed revised Code may be viewed at: http://www.mas.gov.sg/resource/publications/consult_papers/2011/ProposedCodeofCorporateGovernanceF inal.pdf. 62 In 2010, MAS strengthened its corporate governance regulations and guidelines for banks and insurance companies. 63 Defined as a shareholder that holds 5% or more voting shares in the company: Section 4, CA.
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a substantial shareholder or an immediate family member64 of a substantial shareholder of the issuer. Additionally, the CGC recommended that a director who has served 9 years from the date of his/her first election be deemed non-independent. The reformulated definition of independent directors will bring Singapore in line with what seems to be a global trend towards ensuring more accountability and independence of corporate directors, further boosting corporate governance standards in the process. The recommendations are particularly salient in the local context, as non-independence has traditionally been a prevalent culture amongst Asian issuers, whose boards are typically dominated by directors who either hold a controlling interest or have longstanding relationships with controlling shareholders. The proposed revisions will therefore require many issuers to make radical changes to their existing board configurations. Similarly, the recommendations on tenure will affect a substantial portion of SGX-listed issuers. 512 of the 2098 independent directors recently surveyed65 have served more than 9 years, which suggests that approximately 25% of current independent directors of SGX-listed companies would be caught by the revisions. 2. Board Composition

The CGC has recommended that independent directors constitute at least 50% of the Board where the chairman and CEO (i) (ii) (iii) (iv) is the same person; are immediate family members; are part of the same management team; or if the chairman is not independent.

It is critical for the Board not to be dominated by any individual groups in order for it to exercise objective judgment. Thus, such a compositional change to the Board reduces the risk of groupthink, and therefore impaired objectivity and independence, setting in on the issuers Board. Again, this is particularly relevant in the local context considering that 76% of companies recently surveyed66 had a non-independent chairman, and of the 76%, 55% had a board composition of less than 50% independent directors. In practice, however, whether these changes will do much to introduce an adequate element of independence on a board will depend heavily on whether compliance is done in spirit rather than merely in form67. 3. Remuneration Practices and Disclosures

The CGC has proposed, inter alia68, that (1) the remuneration of an issuers directors and CEO be fully disclosed on a named basis, while its top 5 key executives remuneration be disclosed on an aggregate basis, and (2) issuers disclose more information on the link between remuneration and performance of executive directors and key management personnel. Presently, the Code requires only that remuneration of all the aforementioned personnel be disclosed on an aggregate basis.


Immediate family members refer to the persons spouse, child, adopted child, step child, brother, sister and parent: LM, Definitions and Interpretation. 65 Singapore Board of Directors Survey 2011 (Singapore: SID and SGX, in partnership with Aon Hewitt, Egon Zehnder International Private Limited, PricewaterhouseCoopers LLP and SMU, 2011). 66 Ibid. 67 Independent directors reaching the 9-year limit on one board could bypass the provisions by rotating with independent directors of other friendly issuers in the same situation, such that both issuers technically meet the requirements for director independence while keeping control of their boards in the hands of familiar individuals. Similarly, a company could quite easily avoid the 50% board composition requirement by arranging for the executive chairman to step into the role of deputy chairman and appointing a puppet independent director as chairman. 68 Other recommendations in respect of remuneration practices and disclosures include: (a) the RC should ensure that existing relationships between the company and its appointed remuneration consultants will not affect the independence and objectivity of the remuneration consultants; and (b) companies should consider incorporate claw-back clauses that allow the company to reclaim incentive components of remuneration from directors and key management personnel in exceptional circumstances, such as if financial results are misstated or if there is misconduct resulting in financial loss to the company.
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Directors, CEOs and key management personnel serve important roles. Their actions could potentially value-add or destroy value and therefore directly impact the wealth of shareholders. The proposals are therefore a positive step towards improving transparency and accountability and put shareholders in a better position to determine if executive compensation is structured in a way as to support sustainable performance. Reforms Undertaken by SGX In December 2009, SGX issued a consultation paper69 proposing extensive amendments to the LM, with a view to strengthening the practice of corporate governance in issuers and safeguarding shareholders interests70. The final changes were announced on 14 September 2011 and took effect from 29 September 2011. The table below summarises the key amendments: Rule LR105 / CR104 Amendment All listed companies must comply with the LRs in accordance with the spirit, intent and purpose and must look beyond form to substance. Adequacy of Internal Controls Issuers are to have a robust and effective system of internal controls that addresses financial, operational and compliance risks. The board of the issuer, with the concurrence of the AC of the issuer, is to give an opinion on the adequacy of the internal controls at the time of listing. Disclosure of Share Pledging Arrangements If an issuer or any of its subsidiaries enters into a loan agreement or issues debt securities that contains a condition making reference to the shareholding interest of any controlling shareholders or places restriction on any change of control of the issuer (each, Restrictive Covenant), and the breach of this condition or restriction will cause a default in respect of the loan agreement or debt securities, which would significantly affecting the operations of the issuer, it must immediately announce the details of such condition or restrictions. The issuer must also obtain an undertaking from its controlling shareholders to notify the issuer, as soon as it becomes aware, of any share pledging arrangements relating to these shares and of any event which may result in the breach of the issuers loan covenants. LR704(31) aims to better protect the interest of minority shareholders by facilitating greater corporate disclosure. It is important for shareholders to be aware of the Restrictive Covenants in an issuers loan agreements so as to make informed investment decisions, as these covenants will significantly affect the financial condition of the issuer when breached. Requiring disclosure also allows shareholders to appraise the full extent of the liabilities that the issuer is exposed to due to cross default provisions typically found in most loan agreements. LR728 was proposed in response to the Sino Environment saga71, with the aim of fostering greater transparency and maintaining a fair, open and orderly market, as defaults on such loan agreements would adversely affect the issuer and its operations. Our Comments This addition improves enforceability of SGX-STs rules, decisions and requirements. LR719 improves on the comply or explain regime under the Code by mandating, as a listing requirement, compliance with the internal controls requirement.

LR719 / CR719

LR610(5) / CR704(4)

LR704(31) / CR704(33)

LR728 / CR728


Available at: http://www.sgx.com/wps/wcm/connect/334ec200409aaac1bc08ffe7608732c1/Consultation_Paper_Propose d_Amendments_to_the_Listing_Rules_to_Strengthen_Corporate_Governance+Practice_20091209.pdf?M OD=AJPERES. 70 Ibid 1.1. 71 See Note 58.
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Disclosures Pertaining to Legal Representatives LR704(11) / CR704(11) LR610(7) / CR407(4)(d) The appointment or cessation of service of an issuers legal representative should be disclosed. Where a legal representative has been appointed or designated with sole powers to represent, exercise rights on behalf of, and enter into binding obligations on behalf of an issuer or its principal subsidiaries, information regarding the legal representatives must be disclosed in the applicable disclosure document. In PRC, companies are required to appoint legal representatives, who hold the company seal used to execute transactions and transfer assets on their behalf. Several issues involving the legal representatives of S-chips72 exposed the corporate governance shortcomings in relation to these legal representatives, and the amendments improve local corporate governance practices by seeking to make issuers more careful in their selection of legal representatives.

Independent Directors Appointment to the Board of Principal Subsidiaries LR610(8) / CR407(4e) An issuer has to disclose whether any of the issuers independent directors has been appointed to the board of the issuers principal subsidiaries based in jurisdictions other than Singapore. The appointment and cessation of service to and from the boards of these principal subsidiaries of such independent directors has to be announced. The rationale behind these amendments is two-fold, viz (i) to ensure that there is some form of accountability from issuers who have their principal subsidiaries based overseas vis--vis the independent directors appointed to the board of such principal subsidiaries; and (ii) in doing so, restore the confidence of retail investors in these issuers whose corporate image may have been affected by association as a result of the scandals of other issuers with overseas principal subsidiaries.

LR704(12) / CR704(12)

Role of Board of Directors, Key Executive Officers and Auditors LR720(4) / CR720(4) SGX has the right to take action against directors or key executive officers, if it is of the opinion that the said person has breached the LRs or any other laws or regulations. While this amendment purports to improve enforceability, practically speaking, SGX only has a limited range of penalties73 that it can resort to, as directors and key executive officers typically do not enter into any personal undertaking with SGX at the time of listing or any time thereafter.

Finally, we should mention in passing that Singapore has committed to require SGX-listed companies to fully comply with IFRS by 2012, with a view to improving the quality and comparability of financial information available to the public and investors.


For e.g., Falmacs legal representatives denied the companys directors access to factory premises and all company records, including key financial records. 73 Such as public censure, objecting to the appointments of errant directors or key executives to the boards of other issuers, or referring the matter to MAS or the police.
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Question 4
What are the options available in respect of an exemption from prospectus requirements so as to make the fund-raising process less complicated and therefore more efficient, bearing in view that the amount sought to be raise far exceeds the sum of S$5 million and the wish for a wide investor base so as to ensure the success of the listing? Subsequent to the enactment of the SFA 2005, all securities offerings are prima facie subject to the prospectus requirement unless expressly excluded or exempted. Part XIII, Division 1(4) of the SFA prescribes an exhaustive list of safe harbours which a prospective issuer may rely upon so as to dispense with the prospectus requirement and its associated regulatory costs. Taking into consideration your wishes as to a listing on SGX, a large investor base, as well as the prospective amount sought to be raised, it would appear that only a handful of the exemptions are potentially applicable. For your benefit, we will delineate the limits, practical or otherwise, of the various exemptions. Section 272A74 is not a feasible option for various reasons. Firstly, the statutorily prescribed limit for qualification under s.272A is S$5 million, which immediately rules out this exemption for your purposes, unless you wish to consider raising S$5 million every 12 months until the target sum is raised, which, while not necessarily limiting on the breadth of the investor base, is prohibitively time-consuming, such that any benefit accrued from not having to issue a prospectus is effectively negated. Secondly, an offer made pursuant to s.272A may not be advertised75, which might be considerably restrictive for the purposes of acquiring a wide investor base. Thirdly, the offer must be a personal one, which requires that the offer be made to a designated group of offerees, and such offer may only be accepted by such offerees76 who are likely to be interested in the offer77 due to: (a) any previous contact78 or previous professional or other connection79 with the Company; or (b) any previous indication of interest to: (I) the Company80; (II) Singapore licensed81 or exempt securities dealers82; (III) Singapore licensed83 or exempt84 financial advisers; or (IV) a person who is a licensed, approved or authorised securities dealer or financial adviser in other jurisdictions85. The personal nature of the offer under s.272A therefore necessarily circumscribes the reach of the Companys fund-raising endeavours. As for s.272B86, the statutorily prescribed limit of 50 offerees for qualification under this exemption renders it unsuitable for the purposes of a wide investor base. The limit also necessarily contravenes the distribution requirements provided for in Rule 210 of the LM87, defeating, consequently, your wish as to listing on SGX. The second aforementioned reason which renders s.272A unsuitable also applies here.


Section 272A of the SFA dispenses with the prospectus requirement for securities offerings made to a designated group of offerees that do not exceed S$5 million (aggregated) within a 12-month period. 75 Sections 272A(c), SFA. 76 Section 272A(3)(a), SFA. 77 Section 272A(3)(b), SFA. 78 Section 272A(3)(b)(i), SFA. 79 Section 272A(3)(b)(ii), SFA. 80 Section 272A(b)(iii)(A), SFA. 81 Section 272A(b)(iii)(B), SFA. 82 Section 272A(b)(iii)(C), SFA. 83 Section 272A(b)(iii)(D), SFA. 84 Section 272A(b)(iii)(E), SFA. 85 Section 272A(b)(iii)(F), SFA. 86 Section 272B of the SFA dispenses with the prospectus requirement for securities offerings made to no more than 50 persons within a 12-month period. 87 See Annex A.
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Sections 274 and 275 dispense with the prospectus requirement where the offer of securities is made to institutional investors88 or to relevant persons89 respectively. Section 275(1A) exempts from the prospectus requirement an offer made to a person who, pursuant to the offer, acquires securities as principal if the aggregate consideration for the acquisition is not less than S$100,00090. These are plausible exemptions that you may wish to further explore with your investment banker, who will be able to assist you as to the viability of soliciting subscriptions from such investors or relevant persons at the book-building and balloting stages for the purposes of complying with the distribution requirements. Do note, however, similar restrictions on advertising should you decide to rely on either of these exemptions. We also draw your attention to Rules 303(2)(b) and 304(2) of the LM, which provides that for an issuer who wishes to list an issue of local debt securities but whose equity securities are not listed on SGX-ST, at least 80% of the issue must be subscribed by sophisticated91 or institutional investors. Accordingly, invoking the ss. 274 and 275 exemptions will automatically satisfy the requirement under Rules 303(2)(b) and 304(2), which would dispense with having to comply with the other alternatives prescribed under those Rules. We do, however, wish to indicate that s.276 mandates a prospectus if the securities initially acquired pursuant to an offer made in reliance on ss. 274 or 275 are resold within 6 months from the date of the initial acquisition to any other persons that do not fall within the sections 274 or 275 exemptions. Once again, your investment banker will be in a better position to advise you as to how this restriction will affect demand and therefore the viability of an issuance under these exemptions. Alternatively, s.278 could be considered should you decide to tap only the debt capital market through an offer of an international debenture, that is, an offer of debenture made by a company incorporated outside of Singapore. However, such an offer may only be made to such institutional, professional or business investors that appear to MAS to have sufficient expertise to understand any risk involved in buying and selling those debentures92. Whether this inhibits your wish as to a wide investor base is an issue that you will need to discuss with your investment banker. Section 278(2)(a) further imposes the condition that the debenture may only be denominated in a currency other than the SGD, which may or may not, depending on your fund-raising objectives, impede your fund-raising endeavours. For completeness, s.273 does not apply, as the circumstances prescribed therein relate to take-over offers93, acquisition of shares in an unlisted corporation94, a proposed compromise or scheme of arrangement95, secondary sale of securities96, issuance of structured warrants97 and offers of securities to be held for the benefit of a qualifying person98. Section 272 is irrelevant as it pertains to offers for no consideration, which are typically bonus shares or debentures. Sections 277 and 279 are irrelevant as they relate to rights issues and offers of debentures made by the Government or international financial institutions respectively.


Institutional investors include licensed banks (s.4A(1)(c)(i)), approved merchant banks (s.4A(1)(c)(ii)), licensed finance companies (s.4A(1)(c)(iii)), registered insurers (s.4A(1)(c)(iv)), registered trustees (s.4A(1)(c)(v)), the Government (s.4A(1)(c)(vi)), statutory bodies (s.4A(1)(c)(vii)), pension funds or investment schemes (s.4A(1)(c)(viii)), holders of a capital markets service license for various securitiesrelated activities (s.4A(1)(c)(ix)), or persons which carry on the business of dealing in bonds with accredited or expert investors (s.4A(1)(c)(x)). 89 Relevant persons include an accredited investor (defined by section 4A(1)(a) as including a person whose total net personal assets exceed S$2 million or whose income in the preceding 12 months is not less than S$300,000; or a corporation whose total net assets exceed S$10,000,000 in value as determined by its last audited balance sheet or a balance sheet of the corporation certified by the corporation as giving a true and fair view of the state of affairs of the corporation as of the date of the balance sheet, which must be a date that is no earlier than 12 months before the date on which the offer is made), a holding company, a trustee for an accredited investor or a direct relation of an officer of the offeror. 90 The previous prescribed amount of S$200,000 has been amended by SFA 2009. 91 This is the equivalent of accredited investors in the SFA. 92 The Securities and Futures (Institutional, Professional and Business Investors) Order 2005 clarifies that any institutional, professional or business investor who is a non-resident will satisfy the requirement under s.278(1). 93 Section 273(1)(a), SFA. 94 Section 273(1)(b), SFA. 95 Section 273(1)(c), SFA. 96 Section 273(1)(d), SFA. 97 Section 273(1)(e), SFA. 98 Section 273(1)(f), SFA.
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Lastly, s.239A empowers MAS, by order published in the Gazette, to declare that the prospectus requirement shall not apply to an offer or a class of offers to which that offer belongs. However, this discretion is exercised only under very limited circumstances and therefore unlikely to be of assistance for your purposes. Apart from the safe harbours, listing on Catalist does not require a prospectus to be lodged with MAS99. While this may prima facie be a viable solution, the reality is that companies seeking a listing on Catalist are still required to lodge with SGX an offer document, which is subject to the same disclosure requirements as those of a prospectus. That being the case, in the absence of any applicable safe harbour, there is, practically, no appreciable advantage in terms of time-to-market for Catalist listings. In view of the preceding discussion, we are of the opinion that the most practicable course to adopt would be to make an offer by way of a prospectus or offering document, whichever is applicable. We have a highly professional and efficient capital markets team that possesses the necessary expertise to oversee and facilitate your fund-raising endeavours such that it is carried out in the most timely, straightforward and cost-effective manner. For your benefit, we have attached as Annex B a summary of SGXs listing requirements and as Annex C an indicative timeline and summary of the listing process.


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Section 3(2)(a) of the SFR 2008.

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Annex A
Distribution and Public Float Requirements
PUBLIC FLOAT DISTRIBUTION

Market Capitalisation (S$ million) ("M")

Proportion of postinvitation share capital in public hands

Number of shareholders

Total Offer Size (S$ million) ("O")

Distribution

S G X M A I N B O A R D

M < 300

25%

500

O< 75

At least 40% of the invitation shares or $15 million whichever is lower, must be distributed to investors each allotted not more than 0.8% of the invitation shares or $300,000 worth of shares whichever is lower. At least 20% of the invitation shares must be distributed to investors, each allotted not more than 0.4% of the invitation shares. No requirement applicable. Notes: 1) The shareholdings of an applicant and his associates must be aggregated and treated as one single holder. 2) Preferential allotments made pursuant to Rule 234 must be excluded.

300 M < 400

20%

500

75 O < 120

400 M < 1000

15%

500

O 120

M 1000

12%

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Annex B
Summary of SGX Listing Requirements
Mainboard
Pre-tax Profits Alternative 1 Cumulative pre-tax profits of at least S$7.5 million over the last 3 consecutive years, with a pre-tax profit of at least S$1 million in each of those 3 years. Alternative 2 Cumulative pre-tax profits of at least $10 million for the latest 1 or 2 years Alternative 3

Catalist

N.A.

N.A.

Market Capitalisation N.A. N.A.

Market capitalisation of at least S$80 million at the time of the initial public offering, based on the issue price N.A. N.A.

N.A.

Operating Track Record Continuity of Management Requirements for Independent Directors

3 years 3 years

N.A. 1 or 2 years as the case may be

N.A. N.A.

Sponsorship

Working Capital Statement Requirement Moratorium Period Accounting Standard Financial Information Post-listing

At least 2 independent directors. For foreign At least 3 independent directors. For foreign companies, at least 2 of companies, at least 1 these independent directors must be resident in Singapore of these independent directors must be resident in Singapore All Catalist companies must N.A. retain a Sponsor for as long as they are listed Sufficient working capital for the present N.A. requirements and for at least 12 months after IPO Restriction on promoters sale of shares and lock-up period for pre-IPO investors and promoters Singapore FRS or IFRS or U.S. GAAP Full year unaudited announcement must be made 60 days after year end. Annual reports must be approved by shareholders in annual general meeting within four months of the year end Half year unaudited announcement must be made 45 days after period end if the market capitalisation is below S$75 million Quarterly unaudited announcement must be made 45 days after quarter end if the market capitalisation is above S$75 million At the discretion of the issuer No requirement for operations in Singapore Yes Waived from having to comply with continuing listing obligations if listed on another foreign stock exchange

Trading and Reporting Currency Business Operations Continuing Listing Obligations

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Annex C
Indicative Listing Timeline and SGX Listing Process
Time Line
Pre-listing Preparation Work 6 9 months

Mainboard
Appoint professionals and advisors Due diligence work Pre-listing restructuring of group Preparation of listing documents Review of documents by SGX Receipt of ETL from SGX

Catalist
Appoint professionals and advisors Due diligence work Pre-listing restructuring of group Preparation of listing documents Review of documents by Sponsor who will assess suitability to list Includes statements from the directors and the Sponsor that the working capital available to the company will be sufficient for its present purposes and for at least 12 months from the date of listing. Lodgement of offer document on SGXs Catalodge website for public comments Public can submit comments on lodged offer document to SGX Issuer can launch offer and distribute after public comments

Submission to SGX

Mainboard: 8 12 weeks Catalist: 14 days

Lodgement and Launch

7 21 days period for public comments

Lodgement of prospectus on MAS website for public comments100 Public can submit comments on lodged prospectus to MAS Registration of prospectus with MAS (from 7 days to 14 days, if extended, after public comments period) Issuer can launch offer and distribute registered prospectus after registration

Mainboard: 14 days for registration Catalist: 15 days after date of lodgement


SFA 2005 requires additional interim financial information to be provided if the date of lodgment of the prospectus is more than 6 months after the end of the most recently completed FY.
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