Singapore: Secondary Listings On The SGX - Key Requirements And Considerations

Last Updated: 9 August 2016
Article by Wan Hong Chan


As at 13 January 2016, there are 34 companies with a secondary listing on the Singapore Exchange Securities Trading Limited (the "SGX"). Out of these companies, 7 achieved their secondary listing on the SGX in the past 5 years.

This article seeks to highlight the key considerations and criteria for a foreign company exploring a secondary listing of its shares on the SGX Main Board.

Typical rationale for seeking a secondary listing on the SGX

There are various reasons why a foreign issuer may wish to seek a secondary listing on the SGX.

Some of these reasons could include the following:-

  1. A secondary listing on the SGX could enhance an issuer's public image in the Asian region as well as internationally. Approximately 40% of the over 760 listed companies on the SGX come from overseas and, as at 13 January 2016, there were 34 companies with a secondary listing on the SGX-ST.
  2. The depth of the issuer's shareholder base could be enlarged and improved, thereby improving liquidity in the trading of its securities, especially if there is limited liquidity in the domestic market where the issuer is primarily listed. This could also result in more efficient share prices arising from trading in an additional market.
  3. The issuer would be able to tap into other capital markets to fund its business growth and expansion. It would also provide investors and the Singapore public an opportunity to participate in the equity of the company.
  4. There could be strategic or other considerations specific to a particular company. For instance, given Singapore's continued development as a life sciences hub for the region, there could be possible long term strategic considerations for a life science or biomedical company that is already listed in a foreign jurisdiction to seek a secondary listing on the SGX.

Key rules and criteria prescribed by the SGX

The SGX Listing Manual prescribes certain rules and criteria for foreign companies seeking a secondary listing on the SGX Mainboard. Highlighted below are some of the key rules and criteria that potential foreign issuers should be mindful of:-

  1. The SGX Mainboard listing requirements specified in the SGX Listing Manual would need to be satisfied by the foreign issuer.1
  2. The foreign issuer must already be listed or will be concurrently listed on a foreign stock exchange and must or will be subject to the listing or other rules of the primary home exchange.
  3. The foreign issuer must have at least 500 shareholders worldwide, or at least 500 shareholders in Singapore or 1,000 shareholders worldwide if there is no established framework for the movement of shares between the SGX and the primary home exchange.
  4. The foreign issuer does not need to comply with the SGX's listing rules provided it undertakes to:-

    1. release all information and documents in English to the SGX at the same time as they are released to the home exchange;
    2. inform the SGX of any issue of additional securities in a class already listed on the SGX and the decision of the home exchange in relation there to this; and
    3. comply with such other listing rules as may be applied by the SGX from time to time.
  5. The financial statements submitted for a secondary listing application and future periodic financial reports have to be reconciled to the Singapore Financial Reporting Standards, International Financial Reporting Standards or United States Generally Accepted Accounting Principles.
  6. All securities are to be quoted in Singapore dollars, unless the SGX agrees to a quotation in a foreign currency or unless the Monetary Authority of Singapore requires otherwise. The foreign issuer is encouraged to consult the SGX if it prefers a quotation in a foreign currency.
  7. Arrangements satisfactory to the SGX must be made to enable shareholders in Singapore to register their shareholdings promptly.
  8. A foreign company seeking a listing on the SGX must have at least two Singapore resident independent directors.
  9. There is no moratorium requirement on promoters' shareholdings in the case of a secondary listing.
  10. It should be noted that the SGX has absolute discretion concerning the admission of an issuer to its official list and the quotation of its securities, and may approve listing applications unconditionally or subject to conditions. The SGX may also vary any such conditions or impose additional conditions and prescribe additional or other requirements for the listing of specific types of issuers.
  11. A company with a secondary listing on the SGX Mainboard must, on a continuing basis, maintain its listing on its home exchange, be subject to all the applicable listing rules of its home exchange (unless a waiver has been obtained for any non-compliance) and provide an annual certification in the form prescribed in the listing rules that it has complied with the applicable continuing listing obligations in the SGX listing manual.

In addition, SGX had on 3 November 2014 further streamlined its rules for secondary-listed companies to further enhance its stock market.

Under the new framework, SGX will deem a company as coming from a "developed" jurisdiction if both the Financial Times Stock Exchange ("FTSE") and Morgan Stanley Capital International ("MSCI") classify the jurisdiction of the company's home exchange as "developed". FTSE and MSCI, which are leading international index providers, have currently classified 23 jurisdictions including Singapore as "developed". SGX will treat all other jurisdictions as "developing".

Where a company is secondary-listed on SGX, and primary-listed on the main board of any of the 22 developed jurisdictions other than Singapore, SGX will not impose additional regulatory requirements under the new framework. Such a company must remain primary-listed on its home exchange and comply with all relevant rules of its home exchange.

For a company from a developing jurisdiction, SGX will review its home exchange's legal and regulatory requirements and may impose additional requirements to enhance shareholder protection and corporate governance standards.

SGX will continue to assess whether a company seeking a secondary listing is suitable for the Singapore market, including whether it can meet the admission criteria for SGX.

Other considerations

  1. A foreign issuer may want to consider the differences between a dual primary listing or a secondary listing on the SGX; and a listing with a share offering or a listing by way of introduction, to determine which listing structure best suits its requirements:-

    1. In a dual primary listing, the issuer is primarily listed on both the home exchange as well as the SGX, and would need to comply with the listing rules of both exchanges. In the case where the issuer is primarily listed on the home exchange and secondarily listed on the SGX, the issuer needs to comply with the listing rules of the home exchange but generally does not need to comply with the SGX's listing rules save for certain minimal requirements (as discussed above)
    2. An issuer may carry out an offering of its securities, in connection with its listing on the SGX. Alternatively, an issuer may list its securities on the SGX by way of introduction without any offer being made for the subscription/sale of its securities if it complies with the relevant shareholding spread requirements.
  2. A share migration arrangement would need to be implemented between the relevant primary home exchange and the SGX, if there is no existing direct trading or settlement system established between the primary home exchange and the SGX.
  3. A comparative study on the differences between Singapore's company law and the foreign jurisdiction's company law may need to be prepared for inclusion in the prospectus/introductory document to be issued by the issuer in connection with the secondary listing on the SGX.
  4. In addition, to facilitate the SGX's review of the foreign issuer's listing application, a comparative study on the differences between the listing rules of the home exchange and the SGX listing rules may need to be prepared and submitted.
  5. The issuer should also bear in mind that different time zones, trading characteristics (including trading volume and liquidity), trading rules and investor bases (including different levels of retail and institutional participation) may result in different trading prices on the SGX and the primary home exchange.
  6. Additionally, there is a practical issue to consider in relation to substantial shareholding disclosure requirements. Singapore shareholders may have to disclose their shareholdings above a certain percentage or threshold on the primary home exchange of the foreign issuer in accordance with the listing rules of the primary home exchange and/or the laws of the country of incorporation of the foreign issuer. Exemptions may need to be explored or a system put in place to facilitate such disclosure.
  7. The foreign issuer should consider which currency it wishes to use for quotation of its shares on the SGX. If it prefers a quotation in a foreign currency, the issuer should consult the SGX. Currently, there are securities traded on the SGX in the United States dollar, Hong Kong dollar, Australian dollar, Euro and Japanese yen.
  8. Generally, shares are traded on the SGX in board lots of 100 shares. The foreign issuer would need to decide on the board lot for its shares for trading on the SGX, and consult the SGX where the proposed board lot is other than 100 shares.


With the current financial crisis continuing to affect Western economies with no clear rebound in sight, an increasing number of companies are looking to Asia for growth, including listing and fund raising opportunities. In tandem with such a trend and as the SGX seeks to strengthen its position as the preferred venue for companies with a focus on the Asian region, we can expect to see a continued interest in foreign issuers seeking a dual listing on the SGX.

Whilst the potential benefits and upside of a secondary listing on the SGX would be key factors to be considered by a potential applicant, the applicant should also be mindful of the regulatory requirements and possible practical constraints, and should seek appropriate professional advice in deciding whether to proceed with such an exercise.2


1 Under Rule 210(2) of the SGX Listing Manual, an issuer applying for listing of its equity securities on the SGX Mainboard must satisfy, in addition to other requirements, one of the following quantitative criteria:-

(a) minimum consolidated pre-tax profit (based on full year consolidated audited accounts) of at least S$30 million for the latest financial year and has an operating track record of at least three (3) years;

(b) profitable in the latest financial year (pre-tax profit based on the latest full year consolidated audited accounts), has an operating track record of at least three (3) years and has a market capitalisation of not less than S$150 million based on the issue price and post-invitation issued share capital; or

(c) operating revenue (actual or pro forma) in the latest completed financial year and a market capitalisation of not less than S$300 million based on the issue price and post-invitation issued share capital. Real Estate Investment Trusts and Business Trusts who have met the S$300 million market capitalisation 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.

2 Editor's note: For the perspective of a Singapore-listed company seeking dual listing in Singapore and a foreign exchange, please refer to the June 2011 edition of the Rodyk Reporter which published an article, "Dual Listings - A Singapore Perspective", which discussed the key considerations that a Singapore company should take into account in a dual listing.

Dentons is the world's first polycentric global law firm. A top 20 firm on the Acritas 2015 Global Elite Brand Index, the Firm is committed to challenging the status quo in delivering consistent and uncompromising quality and value in new and inventive ways. Driven to provide clients a competitive edge, and connected to the communities where its clients want to do business, Dentons knows that understanding local cultures is crucial to successfully completing a deal, resolving a dispute or solving a business challenge. Now the world's largest law firm, Dentons' global team builds agile, tailored solutions to meet the local, national and global needs of private and public clients of any size in more than 125 locations serving 50-plus countries.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Events from this Firm
24 Oct 2017, Seminar, Washington, DC, United States

The Dentons Forum for Women Executives invites you to join us for a luncheon featuring guest speaker Liza Mundy, journalist and author. Ms. Mundy recently released her latest book, Code Girls, the riveting untold story of more than 10,000 spirited young American women who cracked German and Japanese codes to help win World War II.

27 Oct 2017, Seminar, New York, United States

Please join us for a milestone event, our 10th annual CLE Seminar for In-House Counsel.

1 Nov 2017, Seminar, Washington, DC, United States

Celebrate the 58th anniversary of Dentons' Government Contracts practice

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.