Companies that are admitted to Catalist will have to comply with the following requirements.
(1) Continual Sponsorship
All Catalist companies must retain a Sponsor for as long as they are listed. Companies without Sponsors will face delisting.
(2) Independent Directors
A listing applicant must have at least 2 independent directors. If the company is a non-Singapore company, at least 1 of the independent directors must be resident in Singapore.
(3) Disclosure of Material Information
Consistent with a disclosure-based regime, Catalist companies have the obligation to disclose material information to the public immediately.
(4) Periodic Reporting
Companies are required to issue half-yearly reports if they are below S$75 mil in market capitalization. All other companies are required to issue quarterly reports.
(5) Annual Mandate for Additional Share Issuance
Capital changes have been made easier with increase in the threshold for annual mandate which issuers may obtain from their shareholders. Companies can obtain shareholder mandate to issue up to 100% of the company's share capital (of which shares issued on non pro-rata basis must not exceed 50%). This 50% limit can be increased to 100% in the case where shareholders approve by special resolution on or after the first shareholders' meeting.
(6) Shareholder Approval for Transactions
To allow companies to respond speedily to business opportunities, the thresholds for shareholders to approve acquisitions and disposals have been raised. Shareholder approval is required for the following:
(a) Acquisitions of assets: (i) of more than 75% but less than 100% of the relevant bases i.e. group net assets, profits, market capitalization or equity securities issued, as the case may be; or (ii) which result in a fundamental change in the business of the company.
(b) Disposals of assets: (i) of more than 50% of the relevant bases; or (ii) which result in a fundamental change in business of the company.
(7) Corporate Governance Guidelines
Companies are encouraged to comply with the Code Of Corporate Governance issued by the Corporate Governance Committee.
(8) Interested Persons Transaction
Companies are required to disclose and seek shareholders’ approval for interested persons transactions when they breach certain quantitative thresholds.
(9) Free Float
Companies should ensure that at least 10% of their total number of issued shares is held by the public.
(10) Transfers to Mainboard
Companies that wish to transfer from Catalist to Mainboard must meet the following criteria:-
Meet Mainboard profit entry criteria
Be listed on Catalist for 2 years
Meet shareholder spread requirements
Undergo review by SGX
Obtain shareholder approval by special resolution
Rules for Issuers – Full details of the admission and continuing requirements for Issuers are in the Catalist rules for Issuers, which can be found here.
