SGX RegCo implements changes to listing rules to advance Singapore towards a more disclosure-based regime

20 November 2025

Effective from 29 October 2025, Singapore Exchange Regulation (“SGX RegCo”) has implemented measures recommended by the Equities Market Review Group to advance Singapore towards a more disclosure-based regulatory regime aligned with major developed markets.

SGX RegCo conducted a public consultation from 15 May 2025 to 14 June 2025 on measures to move towards a less prescriptive and more disclosure-based and market-driven approach that focuses on decision-useful information for investors, while preserving key safeguards.

SGX RegCo received strong support from the public consultation and, on 29 October 2025, published its response to the feedback received (“Response”). This Alert provides highlights of the Response.

Shift to a more disclosure-based approach

Conflicts of interest

Listing applicants will no longer be required to resolve or mitigate conflicts of interest prior to listing. Instead, they will be required to disclose all conflicts of interest situations (not just material ones) and the measures (if any) to resolve or mitigate them. If the conflicts are not resolved or mitigated, the listing applicant must explain why. The disclosure must be sufficiently detailed to enable investors to have a full understanding and decide for themselves the appropriateness of the approach taken.

However, SGX RegCo will continue to require real estate investment trusts (“REITs”) and business trusts to resolve or mitigate conflicts of interest before listing. SGX RegCo took into consideration concerns raised that conflicts of interest may be inherent in a REIT or business trust structure as the sponsor may own properties or assets that fall within the investment mandate of the REIT or business trust.

SGX RegCo has aligned the Mainboard Rules with the Securities & Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 (“SFR”) in distinguishing between conflicts of interest and interested person transactions (“IPTs”), with conflicts of interest occurring when an interested person has an interest in a competitor business, and IPTs defined as transactions between an interested person and the issuer, its subsidiary, or associated company.

Internal control weaknesses

SGX RegCo will no longer require a listing applicant to confirm the non-materiality of any weaknesses in its internal control and accounting systems. Instead, issuers must adequately disclose material weaknesses and the steps to address them, which may continue after listing. SGX RegCo has also provided further guidance in the Mainboard Rules and Catalist Rules by way of practice notes on the assessment of internal controls, including financial controls, by the board and audit committee.

Leasehold period for property investment / development companies

SGX RegCo has removed the limit on the proportion of properties with shorter-term leases in a listing applicant’s property portfolio. Instead, if shorter-term leases (i.e. properties with remaining leases of less than 30 years) make up more than 50% of its group’s operating profits or net property income for the past three years, whichever is higher, the listing applicant must disclose the risks and implications of such a portfolio, and its plans to manage its portfolio properties’ lease profiles post-listing.

Compliance with laws and regulations

SGX RegCo had proposed to stop requiring a listing applicant to confirm it has obtained all requisite approvals and is in compliance with laws and regulations that would materially affect its business operations, and to instead require the applicant to disclose any potential approval, legal, and compliance issues that would materially affect its business operations.

Following concerns by respondents that investors may not be able to fully appreciate the nuances and implications of disclosures relating to legal and regulatory compliance, SGX RegCo will retain the requirement for an issuer to confirm that it has obtained all requisite approvals and is in compliance with laws and regulations. An issuer facing hardship in providing such confirmation may apply for a waiver or partial waiver of this requirement, with appropriate justifications for the waiver sought and appropriate disclosures to the market.

Changes to rules relating to financial position of listing applicant

Unmodified audit opinion

SGX RegCo has implemented the requirement for listing applicants to submit audit opinions that are unmodified, i.e. not subject to an adverse opinion, qualified opinion, or disclaimer of opinion by the auditors. SGX RegCo has also clarified that a listing applicant’s audited financial statements should not contain a modified audit opinion nor a statement of material uncertainty relating to its ability to continue as a going concern. SGX RegCo has also clarified that while management is responsible for preparing the financial statements (including assessing the appropriateness of preparing the financial statements on a going concern basis), the board is ultimately responsible for the financial statements and is required to affirm the going concern assessment.

Debt arrangements with listing applicant’s directors, substantial shareholders, and/or companies controlled by its directors and substantial shareholders

SGX RegCo has removed the prohibition against loan or debt arrangements between a listing applicant group and its directors, substantial shareholders, and companies controlled by its directors and substantial shareholders. This is to grant greater flexibility to listing applicants in managing their financial affairs. Since such debt arrangements are IPTs and related-party transactions, issuers will be required to disclose them under the SFR and the relevant accounting standards. SGX RegCo does not propose additional disclosures beyond these requirements.

Use of surplus arising from revaluation of plant and equipment

SGX RegCo will no longer restrict a listing applicant from using revaluation surplus to calculate its net tangible assets per share or to issue bonus shares.

Changes to quantitative Mainboard admission criteria

Changes to profit tests

To be eligible for a listing on the Mainboard, a listing applicant must satisfy at least one of three quantitative financial criteria, one of which is that the listing applicant must have a minimum consolidated pre-tax profit of at least S$30 million for the latest financial year and have an operating track record of at least three years. As this criterion is rarely used for Mainboard admissions, SGX RegCo sought feedback on whether the S$30 million profit criterion is relevant as a quantitative financial criterion for a listing, and if not, whether it should be removed or reduced. If the latter, SGX RegCo sought views on an appropriate threshold between S$10 million and S$12 million.

SGX RegCo has lowered the profit test requirement from S$30 million to S$10 million, aligning with other major exchanges. The revised profit test threshold of S$10 million will apply to the listing applicant’s latest financial year, which in line with the current rules will continue to exclude non-recurrent income and items outside the ordinary course of business.

SGX RegCo recognises that pre-revenue companies with strong growth potential in emerging industries may be suitable for Mainboard listing even if they may not meet traditional financial criteria due to the unique circumstances of their industries. Their listing will widen the diversity of companies on the Mainboard and broaden investor choice. Where their admission is not already provided for in the Mainboard Rules (e.g. in industries such as life sciences and mineral, oil and gas), such companies can engage with SGX RegCo on their possible listing pathways.

SGX RegCo has removed the exception for listing applicants with temporary low profits or losses in the two years before its listing application.

Changes to admission requirements for life science companies

SGX RegCo has implemented its proposal to (i) reduce the minimum operating record for life sciences companies from three years to two years; (ii) require the issuer to be primarily engaged in laboratory research and development of its identified products for at least one year prior to its listing; and (iii) require the successful development of at least one identified product beyond the concept stage. Unless the SFR otherwise requires, SGX RegCo will not require disclosure of patent details and the progress of patent applications if such disclosure would reveal highly sensitive confidential information and the listing applicant discloses the reason for the non-disclosure.

Clarificatory amendments to Mainboard Rules

SGX RegCo has implemented clarificatory amendments to the Mainboard Rules including the following:

  • Provide that the annual financial statements submitted together with the listing application may also be audited in accordance with the auditing standards established by the Public Company Accounting Oversight Board (“PCAOB”). For consistency with the admission requirements, SGX RegCo has also amended the continuous disclosure requirements to permit issuers to use the auditing standards established by PCAOB.
  • Clarify that the restriction in Mainboard Rule 237 that a listing by introduction may not be permitted if the listing applicant had made an offer of securities in Singapore in the six months prior to the application, and that the listing applicant is not permitted to make any offer of securities in Singapore within three months after the listing, does not apply to offers of securities which fall under Division 1, Subdivision (4) (excluding section 277) or Division 2, Subdivision (4) (excluding section 305B) of Part 13 of the SFA.
  • Clarify that for business trusts and REITs, Mainboard Rule 210(1)(a) will apply in respect of the shareholding spread and distribution, to reflect existing practice by SGX RegCo.
  • Clarify that a newly listed issuer will have at least 30 days to announce its half-yearly financial statements, consistent with the requirement for quarterly and annual financial statements.
  • Remove Practice Note 1.2 which details the evolution of the disclosure-based regime and SGX RegCo’s regulatory functions as it contains information that is no longer relevant. Instead, SGX RegCo’s risk-based approach to regulating issuers will be set out on the SGX RegCo website.

Adjustment to post-listing queries and obligations 

Removal of Financial Watch-list

SGX RegCo has removed the Financial Watch-list and all issuers previously on the list have been automatically removed effective from 29 October 2025. SGX RegCo had proposed removing the Financial Watch-list following observations that the list had the unintended effect of hindering issuers’ ability to secure funding and attract customers, making it more difficult for them to improve their financial position.

Notwithstanding the removal of the Financial Watch-list, SGX RegCo will continue to require issuers to announce their third and subsequent consecutive financial year of pre-tax losses, as is the current position. 

Post-listing queries, trade-with-caution alerts, and trading suspension

Given feedback that excessive disclosure queries cause unnecessary alarm in the market, SGX RegCo will step up its current approach of engaging issuers privately on continuous disclosures, with public responses required only if the information is deemed materially price-sensitive or trade-sensitive. For unusual trading that is not explained by publicly available information, SGX RegCo will privately engage the issuer first, instead of immediately issuing public trading queries. During such engagements, the issuer will be prompted to specifically consider whether any material information is undisclosed. If so, the issuer should disclose such information on SGXNET.

SGX RegCo will continue to issue trade-with-caution (“TWC”) alerts to immediately warn the investing public of irregular price or volume movements where it has reason to suspect that a false market exists and that the market is not operating on a fair, orderly, and transparent basis. With effect from 29 October 2025, an initial TWC alert will be valid for only two weeks (as compared to the previous position where such alerts do not have an explicit validity period). This applies to all past TWC alerts issued prior to 29 October 2025. If the unusual trading activity continues (whether due to misconduct or otherwise), a new TWC alert may be issued with a validity period of two weeks or longer.

SGX RegCo will adopt a revised approach to trading suspensions for financially distressed issuers where it will now only require suspension of trading in such issuers’ securities when evidence of going concern issues is clear, such as the commencement of formal insolvency or restructuring proceedings and the board being unable or unwilling to confirm and state the basis for the issuer’s ability to continue as a going concern. Trading will not be suspended if an issuer’s state of affairs is merely unclear or its ability to continue as a going concern is merely in doubt.

Reference materials

The following materials are available on the SGX website www.sgx.com:

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