Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018

No. S 664

Securities and Futures Act

(CHAPTER 289)

Securities and Futures
(Offers of Investments) (Securities and
Securities-based Derivatives Contracts)
Regulations 2018

In exercise of the powers conferred by sections 240A(8), 337, 339(3) and 341 of the Securities and Futures Act, the Monetary Authority of Singapore makes the following Regulations:

PART 1

PRELIMINARY

Citation and commencement

1.  These Regulations are the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 and come into operation on 8 October 2018.

Definitions

2.—(1)  In these Regulations, unless the context otherwise requires —

“ASEAN Debt Securities Disclosure Standards” means the common disclosure standards issued by the ASEAN Capital Markets Forum and called the ASEAN Debt Securities Disclosure Standards, updated from time to time and set out on the Authority’s website at http://www.mas.gov.sg;

“ASEAN Disclosure Standards for Debt Issuance Programme” means the common disclosure standards issued by the ASEAN Capital Markets Forum for any ASEAN Offering of Plain Debt Securities that is part of a debenture issuance programme, updated from time to time and set out on the Authority’s website at http://www.mas.gov.sg;

[S 132/2019 wef 14/03/2019]

“ASEAN Equity Securities Disclosure Standards” means the common disclosure standards issued by the ASEAN Capital Markets Forum for any ASEAN Offering of equity securities, updated from time to time and set out on the Authority’s website at http://www.mas.gov.sg;

“ASEAN Offering” means an offer of shares or Plain Debt Securities in Singapore and at least one other ASEAN participant country;

“ASEAN participant country” means a member country of ASEAN that —

(a) has adopted, as part of its disclosure requirements for offers of securities —

(i) in relation to an ASEAN Offering of Plain Debt Securities (other than an offer that is part of a debenture issuance programme), the ASEAN Debt Securities Disclosure Standards;

(ii) in relation to an ASEAN Offering of Plain Debt Securities that is part of a debenture issuance programme, the ASEAN Debt Securities Disclosure Standards and ASEAN Disclosure Standards for Debt Issuance Programme; or

(iii) in relation to an ASEAN Offering of shares, the ASEAN Equity Securities Disclosure Standards; and

(b) is listed on the Authority’s website at http://www.mas.gov.sg as an ASEAN participant country;

[S 132/2019 wef 14/03/2019]

“asset‑backed securities” has the meaning given by section 262(3) of the Act;

“continuously issued structured notes” means structured notes —

(a) that are issued and offered by a specified financial institution in the ordinary course of its business; and

(b) of which the terms applicable to each offer are negotiated and agreed upon over‑the‑counter, at the time of the transaction, between the specified financial institution and the person to whom the offer is made;

“Plain Debt Securities” has the meaning given by the ASEAN Debt Securities Disclosure Standards;

“reference assets”, in relation to an offer of structured notes, means —

(a) any securities, securities‑based derivatives contracts, equity interest, commodity or index;

(b) any basket consisting of any securities, securities‑based derivatives contracts, equity interests, commodities or indices;

(c) any entity or basket of entities; or

(d) any interest rates or currency exchange rates,

which payments to holders of the structured notes are or will be linked to;

“securitisation transaction” has the meaning given by section 262(3) of the Act;

“specified financial institution”, “structured notes” and “synthetic securitisation transaction” have the meanings given by section 240AA(5) of the Act.

(2)  Any word or expression used in these Regulations that is defined in section 239 of the Act has the meaning given by that section.

(3)  Any word or expression used in the Fifth to Nineteenth Schedules is, unless the context otherwise requires, to be interpreted in accordance with this regulation and the Fourth Schedule.

Obligations of specified financial institution

3.—(1)  The Authority may, by notice in writing —

(a) impose on a specified financial institution such conditions or restrictions in relation to the issue of structured notes by the specified financial institution as the Authority thinks fit; and

(b) at any time vary or revoke any condition or restriction so imposed.

(2)  A specified financial institution must comply with every condition or restriction that is imposed under paragraph (1) on the specified financial institution, and that remains in force.

(3)  A specified financial institution that contravenes any condition or restriction mentioned in paragraph (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

Forms

4.—(1)  The forms to be used for the purposes of Division 1 of Part XIII of the Act and these Regulations are those set out at the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, and any reference in these Regulations to a numbered form is to be construed as a reference to the current version of the form that bears the corresponding number and is displayed at that website.

(2)  Any document required to be lodged with the Authority under any provision of Division 1 of Part XIII of the Act or these Regulations must be lodged using Form 1.

(3)  All forms used for the purposes of Division 1 of Part XIII of the Act and these Regulations must be completed in the English language and in accordance with such directions as may be specified in the form or by the Authority.

(4)  The Authority may refuse to accept any form if —

(a) it is not completed or lodged in accordance with this regulation; or

(b) it is not accompanied by the relevant fee mentioned in regulation 5.

Fees

5.—(1)  Subject to paragraph (2), the fees specified in the First Schedule are payable to the Authority for the purposes specified in that Schedule, and are not refundable.

(2)  The Authority may waive in whole or in part any fee under item 4, 5 or 20 of the First Schedule as the Authority thinks fit.

PART 2

PROSPECTUS AND ADVERTISEMENT REQUIREMENTS

Information that may be omitted from preliminary document

6.  For the purposes of section 240(3) of the Act, the information set out in the Second Schedule may be omitted from a preliminary document under the circumstances (if any) specified in relation to that information in that Schedule.

Form and content requirements of product highlights sheet

7.—(1)  For the purposes of section 240AA(1)(a) of the Act, a product highlights sheet in respect of an offer of relevant securities or securities-based derivatives contracts that are asset‑backed securities or structured notes, being an offer that is made in or accompanied by a prospectus or profile statement lodged with the Authority on or after 10 December 2018 under section 240(1)(a)(ii) or (4)(b) of the Act, must comply with the following requirements:

(a) the product highlights sheet must —

(i) be in the form set out in Part 1 of the Twentieth Schedule;

(ii) contain a rectangular side bar that —

(A) appears at the rightmost side of each page;

(B) is at least 18 millimetres in width and in the full length of each page;

(C) is in the colour Pantone 109C; and

(D) contains the words “PRODUCT HIGHLIGHTS SHEET” oriented at 90 degrees clockwise, in typeface Arial, in font size 20‑point, and in the colour black;

(iii) contain a description of the key features and risks of the relevant securities or securities‑based derivatives contracts;

(iv) contain a glossary explaining the technical terms (if any) used in the product highlights sheet;

(v) provide a fair and balanced view of the relevant securities or securities‑based derivatives contracts;

(vi) comply with both of the following, if the product highlights sheet does not contain any diagram or glossary:

(A) the total number of pages in the product highlights sheet must not be more than 4 pages;

(B) each page of the product highlights sheet must not exceed 297 millimetres in length and 210 millimetres in breadth (A4 paper size); and

(vii) comply with all of the following, if the product highlights sheet contains one or more diagrams or a glossary:

(A) the total number of pages in the product highlights sheet must not be more than 8 pages;

(B) the number of pages in the product highlights sheet containing information that is not contained in any diagram or glossary must not be more than 4 pages;

(C) each page of the product highlights sheet must not exceed 297 millimetres in length and 210 millimetres in breadth (A4 paper size);

(b) the information in the product highlights sheet, including footnotes and references, must —

(i) be clearly legible; and

(ii) be in a font size of at least 10‑point Arial or a visually equivalent font size of any other standard font typeface;

(c) the product highlights sheet —

(i) must not be false or misleading; and

(ii) must not contain any material information that differs in any material particular from the material information set out in the prospectus or profile statement of the offer of the relevant securities or securities‑based derivatives contracts.

(2)  Despite paragraph (1)(a)(i), the following aspects of the form mentioned in that provision may be modified:

(a) the font colour of the content of the product highlights sheet, including any heading or sub‑heading;

(b) the font type and font style of any word or number for the purpose of providing emphasis;

(c) the cell colour of any heading or sub‑heading;

(d) the addition of one or more headings or sub‑headings.

(3)  For the purposes of paragraph (1)(a)(vi) and (vii), where a product highlights sheet is printed on both sides of a sheet of paper, each sheet counts as 2 pages.

(4)  Without limiting paragraph (1)(a)(v), examples of a product highlights sheet that does not provide a fair and balanced view of the relevant securities or securities‑based derivatives contracts are set out in paragraph 1 of Part 2 of the Twentieth Schedule.

(5)  Without limiting paragraph (1)(c)(i), examples of a product highlights sheet that is false or misleading are set out in paragraph 2 of Part 2 of the Twentieth Schedule.

(6)  Despite paragraphs (1)(c)(i) and (5) (read with paragraph 2 of Part 2 of the Twentieth Schedule), a product highlights sheet is not to be treated as false or misleading merely because it contains any false or misleading information or there is an omission from it, if that false or misleading information, or omission, is not materially adverse from the point of view of the investor.

(7)  In paragraph (1)(a)(vi) and (vii), “diagram” includes any graph, chart, flowchart, table or numerical explanation.

Debenture issuance programme

8.—(1)  Subject to paragraphs (2) to (8), for the purposes of section 240A(8) of the Act, the provisions of Subdivision (2) of Division 1 of Part XIII of the Act apply, to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, with the following modifications:

(a) a reference to a prospectus is to be construed as a reference to —

(i) the base prospectus applicable to every offer under the debenture issuance programme (called in this paragraph, paragraphs (2) to (8) and the Third Schedule the base prospectus);

(ii) the pricing statement in relation to the offer (called in this paragraph, paragraphs (2) to (8) and the Third Schedule the pricing statement); or

(iii) both the base prospectus and the pricing statement,

in accordance with Part 1 of the Third Schedule;

(b) a reference to a profile statement is to be construed as a reference to —

(i) the base profile statement applicable to every offer under the debenture issuance programme (called in this paragraph, paragraphs (2) to (8) and the Third Schedule the base profile statement); or

(ii) both the base profile statement and the pricing statement,

in accordance with Part 2 of the Third Schedule;

(c) a reference in sections 240(2), (3) and (9) and 251(3) and (4) of the Act to a preliminary document is to be construed as a reference to —

(i) the preliminary base prospectus applicable to every offer under the debenture issuance programme (called in this paragraph and the Third Schedule the preliminary base prospectus);

(ii) the preliminary base prospectus and the preliminary pricing statement in relation to the offer (called in this paragraph and the Third Schedule the preliminary pricing statement); or

(iii) the base prospectus and the preliminary pricing statement,

in accordance with Part 3 of the Third Schedule.

(2)  For the purposes of section 240A(8) of the Act, section 241(1) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:

“(1)  If, after a base prospectus and a pricing statement, or a base profile statement and a pricing statement, are registered but before the close of the offer of securities or securities‑based derivatives contracts, the person making that offer becomes aware of —

(a) a false or misleading statement in the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, as the case may be;

(b) an omission from the base prospectus, pricing statement or base prospectus and pricing statement of any information that should have been included in it under section 243, or an omission from the base profile statement, pricing statement or base profile statement and pricing statement of any information that should have been included in it under section 246, as the case may be; or

(c) a new circumstance that —

(i) has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, as the case may be, was lodged with the Authority; and

(ii) would have been required —

(A) by section 243 to be included in the base prospectus, pricing statement or base prospectus and pricing statement, as the case may be; or

(B) by section 246 to be included in the base profile statement, pricing statement or base profile statement and pricing statement, as the case may be,

if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, as the case may be, was lodged,

and that is materially adverse from the point of view of an investor, the person may lodge a supplementary or replacement base prospectus, pricing statement, base prospectus and pricing statement, as the case may be, or a supplementary or replacement base profile statement or base profile statement and pricing statement, as the case may be (called in this section a supplementary or replacement document, as the case may be), with the Authority.”.

(3)  For the purposes of section 240A(8) of the Act, section 241(2) and (3) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:

“(2)  At the beginning of a supplementary document, there must be —

(a) a statement that it is a supplementary base prospectus, supplementary pricing statement, supplementary base prospectus and pricing statement, supplementary base profile statement or supplementary base profile statement and pricing statement, as the case may be;

(b) an identification of the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement it supplements;

(c) an identification of any previous supplementary document lodged with the Authority in relation to the offer; and

(d) a statement that it is to be read together with the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement it supplements and any previous supplementary document in relation to the offer.

(3)  At the beginning of a replacement document, there must be —

(a) a statement that it is a replacement base prospectus, replacement pricing statement, replacement base prospectus and pricing statement, replacement base profile statement or replacement base profile statement and pricing statement, as the case may be; and

(b) an identification of the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement it replaces.”.

(4)  For the purposes of section 240A(8) of the Act, section 241(6) and (6B) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:

“(6)  For the purposes of the application of this Division to events that occur after the lodgment of the supplementary document —

(a) where the supplementary document is a supplementary base prospectus, supplementary pricing statement or supplementary base prospectus and pricing statement, the base prospectus and pricing statement in relation to the offer shall be taken to be the original base prospectus and pricing statement together with the supplementary base prospectus, supplementary pricing statement or supplementary base prospectus and pricing statement, as the case may be, and any previous supplementary base prospectus, supplementary pricing statement or supplementary base prospectus and pricing statement in relation to the offer; and

(b) where the supplementary document is a supplementary base profile statement, supplementary pricing statement or supplementary base profile statement and pricing statement, the base profile statement and pricing statement in relation to the offer shall be taken to be the original base profile statement and pricing statement together with the supplementary base profile statement, supplementary pricing statement or supplementary base profile statement and pricing statement, as the case may be, and any previous supplementary base profile statement, supplementary pricing statement or supplementary base profile statement and pricing statement in relation to the offer.

(6B)  For the purposes of the application of this Division to events that occur after the lodgment of the replacement document —

(a) where the replacement document is a replacement base prospectus, the base prospectus and pricing statement in relation to the offer is taken to be the replacement base prospectus and the original pricing statement;

(b) where the replacement document is a replacement base prospectus and pricing statement, the base prospectus and pricing statement in relation to the offer is taken to be the replacement base prospectus and pricing statement;

(c) where the replacement document is a replacement base profile statement, the base profile statement and pricing statement in relation to the offer is taken to be the replacement base profile statement and the original pricing statement;

(d) where the replacement document is a replacement base profile statement and pricing statement, the base profile statement and pricing statement in relation to the offer is taken to be the replacement base profile statement and pricing statement; and

(e) where the replacement document is a replacement pricing statement —

(i) the base prospectus and pricing statement in relation to the offer is taken to be the original base prospectus and the replacement pricing statement; and

(ii) the base profile statement and pricing statement in relation to the offer is taken to be the original base profile statement and the replacement pricing statement.”.

(5)  For the purposes of section 240A(8) of the Act, section 242(1) and (2) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:

“(1)  If a base prospectus and a pricing statement have been registered and —

(a) the Authority is of the opinion that the base prospectus, pricing statement or base prospectus and pricing statement contains or contain a false or misleading statement;

(b) there is an omission from the base prospectus, pricing statement or base prospectus and pricing statement of any information that is required to be included in it under section 243;

(c) the Authority is of the opinion that the base prospectus, pricing statement or base prospectus and pricing statement does or do not comply with the requirements of this Act; or

(d) the Authority is of the opinion that it is in the public interest to do so,

the Authority may, by an order in writing (called in this section a stop order) served on the person making the offer of securities or securities‑based derivatives contracts to which the base prospectus and pricing statement relate, direct that no or no further securities or securities‑based derivatives contracts be allotted, issued or sold.

(2)  If a base profile statement and a pricing statement have been registered and —

(a) the Authority is of the opinion that the base profile statement, pricing statement or base profile statement and pricing statement contains or contain a false or misleading statement;

(b) there is an omission from the base profile statement, pricing statement or base profile statement and pricing statement of any information that is required to be included in it under section 246;

(c) the Authority is of the opinion that the base profile statement, pricing statement or base profile statement and pricing statement does or do not comply with the requirements of this Act; or

(d) the Authority is of the opinion that it is in the public interest to do so,

the Authority may, by an order in writing (called in this section a stop order) served on the person making the offer of securities or securities‑based derivatives contracts to which the base profile statement and pricing statement relate, direct that no or no further securities or securities‑based derivatives contracts be allotted, issued or sold.”.

(6)  For the purposes of section 240A(8) of the Act, section 252(1) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:

“(1)  A person mentioned in section 254(3) (other than paragraph (a)) shall notify in writing the person making the offer of securities or securities‑based derivatives contracts, as soon as practicable, if he becomes aware at any time after the base prospectus and pricing statement, or the base profile statement and pricing statement, are registered by the Authority but before the close of the offer that —

(a) a statement in the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement is false or misleading;

(b) there is an omission to state any information required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or there is an omission to state any information required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be; or

(c) a new circumstance —

(i) has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority; and

(ii) would have been required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be, if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority,

and the failure to so notify would have been materially adverse from the point of view of an investor.”.

(7)  For the purposes of section 240A(8) of the Act, section 253(1) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:

“(1)  Where an offer of securities or securities‑based derivatives contracts is made in or accompanied by a base prospectus and a pricing statement, or a base profile statement and a pricing statement, or, in the case of an offer mentioned in section 280, where a base prospectus and a pricing statement, or a base profile statement and a pricing statement, are prepared and issued in relation to the offer, and —

(a) a false or misleading statement is contained in —

(i) the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement; or

(ii) any application form for the securities or securities‑based derivatives contracts;

(b) there is an omission to state any information required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or there is an omission to state any information required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be; or

(c) there is an omission to state a new circumstance that —

(i) has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority; and

(ii) would have been required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be, if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority,

the persons mentioned in subsection (4) shall be guilty of an offence even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission, and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.”.

(8)  For the purposes of section 240A(8) of the Act, section 254(1) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:

“(1)  Where an offer of securities or securities‑based derivatives contracts is made in or accompanied by a base prospectus and a pricing statement, or a base profile statement and a pricing statement, or, in the case of an offer mentioned in section 280, where a base prospectus and a pricing statement, or a base profile statement and a pricing statement, are prepared and issued in relation to the offer, and —

(a) a false or misleading statement is contained in —

(i) the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement; or

(ii) any application form for the securities or securities‑based derivatives contracts;

(b) there is an omission to state any information required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or there is an omission to state any information required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be; or

(c) there is an omission to state a new circumstance that —

(i) has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority; and

(ii) would have been required by section 243 to be included in the base prospectus, pricing statement or base prospectus and pricing statement, or required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be, if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority,

the persons mentioned in subsection (3) shall be liable to compensate any person who suffers loss or damage as a result of the false or misleading statement in or omission from the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or omission.”.

(9)  For the purposes of section 240A(8) of the Act, the provisions of Subdivision (2) of Division 1 of Part XIII of the Act apply to an offer of continuously issued structured notes that is part of a debenture issuance programme with the following modifications:

(a) a reference to a prospectus is to be construed as a reference to the base prospectus applicable to every offer under the debenture issuance programme;

(b) a reference to a profile statement is to be construed as a reference to the base profile statement applicable to every offer under the debenture issuance programme;

(c) a reference in sections 240(2), (3) and (9) and 251(3) and (4) of the Act to a preliminary document is to be construed as a reference to the preliminary base prospectus applicable to every offer under the debenture issuance programme.

Contents of prospectus

9.—(1)  For the purposes of section 243(1) of the Act, a prospectus for an offer of shares or units of shares in a corporation, other than an ASEAN Offering of shares mentioned in paragraph (4)(a), must contain —

(a) in a case where an application has been or will be made to an approved exchange to list for quotation or quote those shares or units of shares on the approved exchange, the particulars set out in the Fifth Schedule; or

(b) in any other case, the particulars set out in the Sixth Schedule.

(2)  For the purposes of section 243(1) of the Act, a prospectus for an offer of units or derivatives of units in a business trust must contain the particulars set out in the Seventeenth Schedule.

(3)  For the purposes of section 243(1) of the Act, a prospectus for an offer of debentures or units of debentures of an entity (other than one in relation to a debenture issuance programme or an ASEAN Offering of Plain Debt Securities mentioned in paragraph (4)(b)) must contain —

(a) subject to sub‑paragraphs (b) and (c), in a case where an application has been or will be made to an approved exchange to list for quotation or quote those debentures or units of debentures on the approved exchange, the particulars set out in the Seventh Schedule;

(b) in a case where the debentures or units of debentures are asset‑backed securities, the particulars set out in the Eighth Schedule;

(c) in a case where the debentures or units of debentures are structured notes, the particulars set out in the Ninth Schedule; or

(d) in any other case, the particulars set out in the Tenth Schedule.

(4)  For the purposes of section 243(1) of the Act ––

(a) a prospectus for an ASEAN Offering of shares in a corporation must contain the particulars set out in the ASEAN Equity Securities Disclosure Standards; and

(b) a prospectus for an ASEAN Offering of Plain Debt Securities (other than an offer that is part of a debenture issuance programme) must contain the particulars set out in the ASEAN Debt Securities Disclosure Standards.

[S 132/2019 wef 14/03/2019]

(5)  For the purposes of section 240A read with section 243(1) of the Act, a prospectus for every offer of debentures or units of debentures under a debenture issuance programme (other than an ASEAN Offering of Plain Debt Securities that is part of a debenture issuance programme mentioned in paragraph (6)) must —

(a) subject to sub‑paragraphs (b), (c) and (d), in a case where an application has been or will be made to an approved exchange to list for quotation or quote the debentures or units of debentures on the approved exchange, comply with the requirements specified in the Eleventh Schedule;

(b) in a case where the debentures or units of debentures are asset‑backed securities, comply with the requirements specified in the Twelfth Schedule;

(c) in a case where the debentures or units of debentures are structured notes other than continuously issued structured notes, comply with the requirements specified in the Thirteenth Schedule;

(d) in a case where the debentures or units of debentures are continuously issued structured notes, comply with the requirements specified in the Fourteenth Schedule; or

(e) in any other case, comply with the requirements specified in the Fifteenth Schedule.

[S 132/2019 wef 14/03/2019]

(6)  For the purposes of section 240A read with section 243(1) of the Act, a prospectus for an ASEAN Offering of Plain Debt Securities that is part of a debenture issuance programme must contain the particulars set out in the ASEAN Disclosure Standards for Debt Issuance Programme.

[S 132/2019 wef 14/03/2019]

Incorporation by reference

10.—(1)  For the purposes of section 243(4A) of the Act, the following conditions and restrictions are prescribed:

(a) only the classes of information set out in the Nineteenth Schedule may be incorporated in the prospectus by reference;

(b) the prospectus must —

(i) clearly identify the classes of information that are intended to be incorporated by reference, by stating the paragraphs of the Nineteenth Schedule under which those classes of information are set out;

(ii) clearly identify the reference document or part of the reference document that contains the information which is intended to be incorporated by reference;

(iii) contain a statement that the person making the offer will provide a copy of the reference document free of charge to any person to whom the offer is made upon that person’s request, during the relevant period of the prospectus as described under section 250(3) of the Act (called in this regulation the validity period);

(iv) contain a statement that the reference document is available at the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, during the validity period;

(v) contain a statement that the reference document comprises information that investors would reasonably require to make an informed assessment of the investment being offered; and

(vi) contain a statement that investors are advised to read the reference document before making an investment decision;

(c) where a person to whom the offer is made asks the person making the offer for the reference document during the validity period, the person making the offer must provide a copy of the reference document free of charge.

(2)  To avoid doubt, any information that is required to be disclosed in a product highlights sheet must not be incorporated by reference.

Supplementary document and replacement document

11.—(1)  The supplementary document or replacement document to be lodged with the Authority under section 241 of the Act must be signed —

(a) where the person making the offer is the issuer —

(i) except in a case mentioned in sub‑paragraph (ii), by every director or equivalent person of the issuer and every person who is named in the supplementary document or replacement document as a proposed director or an equivalent person of the issuer; or

(ii) in a case where the issuer is the government of a State, by an official of that government who is authorised to sign the supplementary document or replacement document on its behalf;

(b) where the person making the offer is an individual and is not the issuer —

(i) except in a case mentioned in sub‑paragraph (ii) —

(A) by that person; and

(B) if the issuer is controlled by that person, one or more related parties of that person, or that person and one or more related parties of that person, by every director or equivalent person of the issuer and every person who is named in the supplementary document or replacement document as a proposed director or an equivalent person of the issuer; or

(ii) in a case where the issuer is the government of a State, by that person;

(c) where the person making the offer is an entity (not being the government of a State) and is not the issuer —

(i) except in a case mentioned in sub‑paragraph (ii) —

(A) by every director or equivalent person of that entity; and

(B) if the issuer is controlled by that entity, one or more of its related parties, or that entity and one or more of its related parties, by every director or equivalent person of the issuer, and every person who is named in the supplementary document or replacement document as a proposed director or an equivalent person of the issuer; or

(ii) in a case where the issuer is the government of a State, by every director or equivalent person of that entity; and

(d) where the person making the offer is the government of a State and is not the issuer —

(i) except in a case mentioned in sub‑paragraph (ii) —

(A) by an official of that government who is authorised to sign the supplementary document or replacement document on its behalf; and

(B) if the issuer is controlled by that government, one or more of its related parties, or that government and one or more of its related parties, by every director or equivalent person of the issuer, and every person who is named in the supplementary document or replacement document as a proposed director or an equivalent person of the issuer; or

(ii) in a case where the issuer is the government of another State, by an official of the government of the firstmentioned State who is authorised to sign the supplementary document or replacement document on behalf of the government of the firstmentioned State.

(2)  A requirement under paragraph (1) for the supplementary document or replacement document to be signed by a director or an equivalent person is satisfied if the supplementary document or replacement document is signed —

(a) by that director or equivalent person; or

(b) by a person who is authorised in writing by that director or equivalent person to sign on behalf of that director or equivalent person.

(3)  A requirement under paragraph (1) for the supplementary document or replacement document to be signed by a person named in that document as a proposed director or an equivalent person (called in this paragraph the named person) is satisfied if that document is signed —

(a) by the named person; or

(b) by a person who is authorised in writing by the named person to sign on behalf of the named person.

General requirements for documents lodged with Authority

12.—(1)  Except as otherwise provided in the Act or these Regulations, a document to be lodged with the Authority under Division 1 of Part XIII of the Act or these Regulations must be lodged in electronic form and must comply with the following requirements:

(a) the document must be in portable document format (PDF) or such other format as the Authority may from time to time allow;

(b) the document must be lodged using the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, or by submitting to the Authority such medium containing the document as the Authority may from time to time allow.

(2)  When a document is lodged with the Authority in electronic form under paragraph (1), an electronic image of each of the following must be lodged with or submitted to the Authority together with the document:

(a) every signature on or accompanying the document;

(b) any duly signed form which is part of or which accompanies the document;

(c) any duly signed statement or letter required under the Act or these Regulations to be lodged or submitted together with the document.

(3)  An electronic image to be lodged with or submitted to the Authority under paragraph (2) must comply with the following requirements:

(a) the electronic image must be in portable document format (PDF) or such other format as the Authority may from time to time allow;

(b) the electronic image must be lodged or submitted using the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, or by submitting to the Authority such medium containing the electronic image as the Authority may from time to time allow.

(4)  The fee payable to the Authority in respect of the lodgment of a document with the Authority must be paid at the time the document is lodged.

Form or medium of document

13.—(1)  A person who lodges any of the following documents in accordance with regulation 12(1) must also provide a copy of that document in paper form to the Authority, if the Authority so requests:

(a) a prospectus, including any document deemed to be a prospectus under section 257 of the Act;

(b) a profile statement;

(c) a base prospectus;

(d) a base profile statement;

(e) a pricing statement;

(f) a supplementary document;

(g) a replacement document;

(h) an offer information statement under section 277 of the Act.

(2)  A copy of any document in paper form required under paragraph (1) —

(a) must comply with the following requirements:

(i) the copy of the document must be on paper that is 297 millimetres in length and 210 millimetres in breadth (A4 paper size);

(ii) the contents of the copy of the document must be legible; and

(b) must be supplemented by a true and complete electronic image of a signed statement of —

(i) in a case where the person making the offer is an individual —

(A) the person making the offer;

(B) a person authorised in writing by the person making the offer; or

(C) an advocate and solicitor acting on behalf of the person making the offer;

(ii) in a case where the person making the offer is an entity —

(A) a director or an equivalent person of the entity;

(B) a person authorised in writing by a director or an equivalent person of the entity; or

(C) an advocate and solicitor acting on behalf of the entity; or

(iii) in a case where the person making the offer is the government of a State —

(A) an official of that government who is authorised to sign the statement on its behalf; or

(B) an advocate and solicitor acting on behalf of that government,

verifying that the copy of the document in paper form is a true copy of the document lodged with the Authority under regulation 12(1).

(3)  The electronic image of the signed statement under paragraph (2)(b) must comply with the following requirements:

(a) the electronic image must be in portable document format (PDF) or such other format as the Authority may from time to time allow;

(b) the electronic image must be lodged or submitted, no later than one business day after the date on which the copy supplemented by the electronic image is provided to the Authority, using the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, or by submitting to the Authority such medium containing the electronic image as the Authority may from time to time allow.

Authorisation to be submitted

14.—(1)  Where any document lodged with the Authority under Division 1 of Part XIII of the Act or any statement mentioned in regulation 13(2)(b) is signed —

(a) in a case where the person making the offer is an individual, by a person authorised in writing by the individual;

(b) in a case where the person making the offer is an entity, by a person authorised in writing by a director or an equivalent person, or a proposed director or an equivalent person, of the entity; or

(c) in a case where the person making the offer is the government of a State, by an official of that government who is authorised to sign the document or statement, as the case may be, on its behalf,

a true and complete electronic image of the authorisation must be submitted to the Authority, together with the document lodged with the Authority or statement, as the case may be.

(2)  The electronic image of the authorisation under paragraph (1) must comply with the following requirements:

(a) the electronic image must be in portable document format (PDF) or such other format as the Authority may from time to time allow;

(b) the electronic image must be lodged or submitted using the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, or by submitting to the Authority such medium containing the electronic image as the Authority may from time to time allow.

Making false statement an offence

15.  A person who makes a statement verifying any matter under this Part that the person knows or has reason to believe is false, or does not believe to be true, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.

Report about securities or securities-based derivatives contracts published and delivered to institutional investors

16.—(1)  The report mentioned in section 251(9)(g) of the Act is a report about the securities or securities‑based derivatives contracts that are the subject of the offer or intended offer, published and delivered to any institutional investor not later than 14 days before the date of lodgment of the prospectus.

(2)  The condition mentioned in section 251(9)(g) of the Act is that the person issuing the report mentioned in that provision —

(a) must assign a specific number to each copy of the report;

(b) must keep a record of each person to whom the person issuing the report has distributed a copy of the report, and the number mentioned in sub‑paragraph (a) of the copy distributed to that person;

(c) must include on the front cover of each copy of the report —

(i) the number mentioned in sub‑paragraph (a) that is assigned to that copy of the report;

(ii) a prominent statement that the report is distributed to institutional investors only;

(iii) a prominent statement that the information contained in the report should not be disclosed by the recipient of the report to any other person;

(iv) a prominent disclosure on the nature of any material interest that the person issuing the report has (at the date of the report) in, or in the issue or sale of, the securities or securities‑based derivatives contracts that are the subject of the report; and

(v) a prominent disclosure on any relationship, between the person issuing the report and the person making the offer of the securities or securities‑based derivatives contracts, that is material in the context of the offer;

(d) must not —

(i) distribute any copy of the report; or

(ii) disclose any information contained in the report (other than information that is publicly available prior to the date of the report),

to any person other than an institutional investor; and

(e) must take all other reasonable steps as are necessary to prevent the leakage of information contained in the report (other than information that is publicly available before the date of the report) to any person who is not an institutional investor, including any person who, in the ordinary course of business, publishes a newspaper, periodical or magazine, or broadcasts by radio, television or other means of broadcasting or communication.

Requirements for advertisement or publication

17.—(1)  For the purposes of sections 251(8)(d), 273(8A) and 277(7) of the Act, the requirements to be complied with by an advertisement or a publication in respect of an offer or intended offer of securities or securities‑based derivatives contracts that is disseminated or published on or after 10 December 2018 are as follows:

(a) the advertisement or publication (as the case may be) is not false or misleading;

(b) the advertisement or publication (as the case may be) provides a fair and balanced view of the securities or securities‑based derivatives contracts;

(c) the advertisement or publication (as the case may be) presents information in a clear manner, regardless of whether such information is in text or otherwise;

(d) where the advertisement or publication (as the case may be) appears in any medium of communication in visual form, the advertisement or publication (as the case may be) is clearly legible;

(e) where the advertisement or publication (as the case may be) appears in any electronic mail or website —

(i) the advertisement or publication (as the case may be) is in a font size of at least 10‑point Times New Roman or a visually equivalent font size of any other standard font typeface; and

(ii) any footnote in the advertisement or publication (as the case may be) is not smaller than —

(A) where the font size of the word or statement to which the footnote relates is or is smaller than 20‑point Times New Roman or a visually equivalent font size of any other standard font typeface — 10‑point Times New Roman or a visually equivalent font size of any other standard font typeface;

(B) where the font size of the word or statement to which the footnote relates is larger than 20‑point Times New Roman or a visually equivalent font size of any other standard font typeface but smaller than 29‑point Times New Roman or a visually equivalent font size of any other standard font typeface — half the font size of that word or statement; or

(C) where the font size of the word or statement to which the footnote relates is or is larger than 29‑point Times New Roman or a visually equivalent font size of any other standard font typeface — 14‑point Times New Roman or a visually equivalent font size of any other standard font typeface;

(f) the advertisement or publication (as the case may be) contains the following statement:

“This advertisement or publication has not been reviewed by the Monetary Authority of Singapore.”;

(g) where the person disseminating or publishing, or causing the dissemination or publication of, the advertisement or publication (as the case may be) is an entity, a manager of a trust or a trustee‑manager of a business trust, the advertisement or publication (as the case may be) has been approved by the person specified in regulation 18, in the manner set out in that regulation, prior to its dissemination or publication.

(2)  In the case of an advertisement or a publication mentioned in section 251(8) of the Act that is broadcast on or after 10 December 2018 by means of any radio, television or audiovisual broadcasting service, or shown on or after 10 December 2018 in any cinema, the statements mentioned in section 251(8)(a) and (b) of the Act must be —

(a) read audibly, if the advertisement or publication (as the case may be) is in audio or audiovisual form; or

(b) displayed for at least 5 seconds, if the advertisement or publication (as the case may be) is only in visual form.

(3)  Without limiting paragraph (1)(a), examples of an advertisement or a publication in respect of an offer or intended offer of securities or securities‑based derivatives contracts that is false or misleading are set out in paragraph 1 of the Twenty‑First Schedule.

(4)  Without limiting paragraph (1)(b), examples of an advertisement or a publication in respect of an offer or intended offer of securities or securities‑based derivatives contracts that does not provide a fair and balanced view of the securities or securities‑based derivatives contracts are set out in paragraph 2 of the Twenty‑First Schedule.

(5)  Without limiting paragraph (1)(c), examples of an advertisement or a publication in respect of an offer or intended offer of securities or securities‑based derivatives contracts that does not present information in a clear manner are set out in paragraph 3 of the Twenty‑First Schedule.

(6)  Without limiting paragraph (1)(d), examples of an advertisement or a publication in respect of an offer or intended offer of securities or securities‑based derivatives contracts that is not clearly legible are set out in paragraph 4 of the Twenty‑First Schedule.

(7)  For the purposes of section 251(8)(d) of the Act, the requirements to be complied with by an advertisement or a publication in respect of an offer or intended offer of securities or securities‑based derivatives contracts that is disseminated or published on or after 8 October 2018 but before 10 December 2018 are as follows:

(a) the advertisement or publication (as the case may be) does not contain information that, at the time the advertisement or publication (as the case may be) is disseminated or published —

(i) is false or misleading; or

(ii) cannot be justified on the facts known to the person responsible for the advertisement or publication (as the case may be);

(b) where the advertisement or publication (as the case may be) is in visual form, the statements mentioned in section 251(8)(a) and (b) of the Act contained in the advertisement or publication (as the case may be) must be clearly legible;

(c) where the advertisement or publication (as the case may be) is broadcast by means of any radio, television or audiovisual broadcasting service, or shown in any cinema, the statements mentioned in section 251(8)(a) and (b) of the Act must be —

(i) read audibly, if the advertisement or publication (as the case may be) is in audio or audiovisual form; or

(ii) be visually displayed for at least 5 seconds, if the advertisement or publication (as the case may be) is only in visual form.

Approval of advertisement or publication

18.—(1)  For the purposes of regulation 17(1)(g), the advertisement or publication must be approved by —

(a) the senior management of the person which disseminates or publishes, or causes the dissemination or publication, of the advertisement or publication, as the case may be;

(b) an agent of the person mentioned in sub‑paragraph (a); or

(c) a committee of the person mentioned in sub‑paragraph (a).

(2)  For the purposes of paragraph (1)(a), the advertisement or publication is approved by the senior management of the person only if every member of the senior management —

(a) is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

(i) regulation 17(1)(a) to (f); and

(ii) regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema;

(b) records the member’s reasons for being so satisfied in writing; and

(c) gives to the person that member’s written approval for the dissemination or publication of the advertisement or publication (as the case may be), together with that member’s reasons mentioned in sub‑paragraph (b).

(3)  For the purposes of paragraph (1)(b), the advertisement or publication is approved by an agent of the person only if the agent —

(a) is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

(i) regulation 17(1)(a) to (f); and

(ii) regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema;

(b) records the agent’s reasons for being so satisfied in writing; and

(c) gives to the person the agent’s written approval for the dissemination or publication of the advertisement or publication (as the case may be), together with the agent’s reasons mentioned in sub‑paragraph (b).

(4)  For the purposes of paragraph (1)(c), the advertisement or publication is approved by a committee of the person only if every member of the committee —

(a) is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

(i) regulation 17(1)(a) to (f); and

(ii) regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema;

(b) records the member’s reasons for being so satisfied in writing; and

(c) gives to the person that member’s written approval for the dissemination or publication of the advertisement or publication (as the case may be), together with that member’s reasons mentioned in sub‑paragraph (b).

(5)  In this regulation —

“agent”, in relation to a person (A), means another person who —

(a) may or may not be a member of the senior management of A; and

(b) is unanimously appointed in writing by every member of the senior management of A —

(i) to determine whether an advertisement or a publication in respect of an offer or intended offer of securities or securities‑based derivatives contracts complies with the requirements mentioned in —

(A) regulation 17(1)(a) to (f); and

(B) regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema; and

(ii) to approve the dissemination or publication of the advertisement or publication (as the case may be) by A;

“committee”, in relation to a person (A), means a group of at least 2 persons, each of whom may or may not be a member of the senior management of A, that is unanimously appointed in writing by every member of the senior management of A —

(a) to determine whether an advertisement or a publication in respect of an offer or intended offer of securities or securities-based derivatives contracts complies with the requirements mentioned in —

(i) regulation 17(1)(a) to (f); and

(ii) regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema; and

(b) to approve the dissemination or publication of the advertisement or publication (as the case may be) by A;

“member of the senior management”  —

(a) in relation to a person which is an entity, means an individual for the time being holding the office of —

(i) chief executive officer, or an equivalent person, of the entity; or

(ii) executive director, or an equivalent person, of the entity,

and includes an individual carrying out the duties of any such office, if the office is vacant; and

(b) in relation to a person which is a manager of a trust or a trustee‑manager of a business trust, means an individual for the time being holding the office of —

(i) chief executive officer, or an equivalent person, of the manager of the trust or the trustee‑manager of the business trust, as the case may be; or

(ii) executive director, or an equivalent person, of the manager of the trust or the trustee‑manager of the business trust, as the case may be,

and includes an individual carrying out the duties of any such office, if the office is vacant.

Exemption from regulation 17(1)

19.—(1)  An advertisement or a publication in respect of an offer or intended offer of securities or securities‑based derivatives contracts need not comply with regulation 17(1) if —

(a) the advertisement or publication (as the case may be) is prepared by any of the following persons (each called in this regulation the preparer) for the person who disseminates or publishes, or causes the dissemination or publication of, the advertisement or publication, as the case may be:

(i) a specified financial adviser within the meaning given by paragraph (b) of the definition of “specified financial adviser” in regulation 2(1) of the Financial Advisers Regulations (Cap. 110, Rg 2);

(ii) a holder of a capital markets services licence; and

(b) prior to the person disseminating or publishing, or causing the dissemination or publication of, the advertisement or publication, as the case may be —

(i) the preparer complies with the conditions in paragraph (2); and

(ii) the preparer notifies the person in writing that the conditions in paragraph (2) are satisfied.

(2)  For the purpose of paragraph (1)(b), the conditions are as follows:

(a) where the preparer is a specified financial adviser mentioned in paragraph (1)(a)(i) —

(i) the advertisement or publication (as the case may be) is a product advertisement within the meaning given by regulation 2(1) of the Financial Advisers Regulations; and

(ii) the advertisement or publication (as the case may be) complies with the requirements mentioned in regulation 22(2) of those Regulations, if it is disseminated or published on or after 10 December 2018;

(b) where the preparer is a holder of a capital markets services licence —

(i) the advertisement or publication (as the case may be) is a product advertisement within the meaning given by regulation 2 of the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg 10); and

(ii) the advertisement or publication (as the case may be) complies with the requirements mentioned in regulation 46(2) of those Regulations, if it is disseminated or published on or after 10 December 2018.

PART 3

DEBENTURES

Division 1 — Meetings of debenture holders

Application of this Division

20.—(1)  Subject to the exceptions in paragraph (2), this Division applies to and in relation to every meeting of debenture holders summoned under —

(a) a covenant contained in the debentures or in a trust deed relating to those debentures; or

(b) a provision mentioned in section 271(2)(b) of the Act that is contained in a trust deed relating to those debentures.

(2)  The exceptions are as follows:

(a) where the Act provides otherwise;

(b) where there is any provision to the contrary in —

(i) any covenant that applies to those debentures;

(ii) any covenant contained in a trust deed relating to those debentures; or

(iii) any covenant in a contract between a trustee of, and the debenture holders secured by, a trust deed relating to those debentures.

Quorum of debenture holders

21.—(1)  A meeting of debenture holders must not transact any business unless at least 2 debenture holders are present.

(2)  If, within half an hour after the time appointed for the meeting, a quorum of debenture holders is not present, the meeting must stand adjourned to such other day (being not less than 7 and not more than 21 days after the day on which the meeting is adjourned) and at such other time and place as the chairman of the meeting may appoint.

Adjournment of meeting

22.  The chairman of a meeting of debenture holders must, if so directed by the meeting, or may, with the consent of the meeting, adjourn the meeting from time to time and from place to place.

Passing of resolution

23.  A resolution is passed at a meeting of debenture holders when a majority in number and value of the debenture holders present have voted in favour of the resolution.

Casting of vote

24.  In the case of an equality of votes, the chairman of a meeting of debenture holders has a casting vote.

Record of meeting

25.  The chairman of a meeting of debenture holders must —

(a) cause the minutes of the proceedings at the meeting to be entered in a book kept for the purpose, and approve and sign the minutes; and

(b) cause a list of the names of the debenture holders present at the meeting to be made and kept.

Division 2 — Requirements of semi‑annual report under section 268A of Act

Preparation and availability of semi‑annual reports

26.  For the purposes of section 268A(1) of the Act, the requirements in accordance with which a semi‑annual report must be prepared and made available to the holders of the unlisted debentures are as follows:

(a) the borrowing entity must, within 2 months after the last day of the period covered by the semi‑annual report, publish the semi‑annual report —

(i) on a website that the borrowing entity has previously notified the holders of the unlisted debentures, by electronic mail or printed notice, is to be the borrowing entity’s principal channel of communication with the holders of the unlisted debentures;

(ii) in any electronic form other than the website mentioned in sub‑paragraph (i); or

(iii) in printed form;

(b) the borrowing entity must promptly notify the holders of the unlisted debentures, by any electronic means or printed notice, of the availability of the semi‑annual report and the manner in which the semi‑annual report may be accessed or obtained;

(c) the borrowing entity must provide to any holder of the unlisted debentures a printed copy of the semi‑annual report upon request;

(d) the semi‑annual report must —

(i) contain the information set out in regulation 27(1) (where applicable); and

(ii) provide the information mentioned in regulation 27(1)(i)(i) and (ii) in compliance with regulation 27(2).

Content of semi‑annual reports

27.—(1)  For the purposes of regulation 26(d)(i), the information that the semi-annual report must contain is as follows:

(a) whether or not the limitation on the amount that the borrowing entity may borrow, pursuant to the unlisted debentures or the trust deed appointing the trustee for the holders of the unlisted debentures (called in this regulation the relevant trust deed), has been exceeded;

(b) whether or not the borrowing entity and all of its guarantor entities have observed and performed all the covenants and provisions binding on each of them, pursuant to the unlisted debentures or the relevant trust deed, during the period covered by the report;

(c) whether or not any event (that has caused or could cause the unlisted debentures, or any provision of the relevant trust deed, to become enforceable) has happened and, if so, the particulars of that event;

(d) a presentation in a graph chart format of —

(i) the changes in the valuation or bid prices of the unlisted debentures during the period covered by the report; and

(ii) the changes in the valuation or bid prices of the unlisted debentures since their issuance to the last day of the period covered by the report;

(e) a description of the factors contributing to the changes in the valuation or bid prices of the unlisted debentures during the period covered by the report;

(f) where any coupon payments had been made during the period covered by the report —

(i) the amount and date of disbursement of those coupon payments; and

(ii) if the unlisted debentures were offered with a predetermined formula to determine the amount of those coupon payments, an explanation of the calculation of the actual coupon payments received by holders of the unlisted debentures, and of any significant deviation from the maximum coupon payments set out in the marketing and advertising material or disclosure documents relating to the offer of the unlisted debentures;

(g) whether or not any circumstance affecting the borrowing entity, any of its subsidiaries, or any of its guarantor entities, has occurred which may materially affect —

(i) any security or charge created under the terms and conditions of the unlisted debentures, or the relevant trust deed; or

(ii) the ability of the borrowing entity, or of any guarantor entity of the borrowing entity, to fulfil the obligations of the borrowing entity or guarantor entity (as the case may be) under the unlisted debentures, or the relevant trust deed,

and, if so, the particulars of those circumstances;

(h) whether or not there has been any substantial change in the nature of the business of the borrowing entity, any of its subsidiaries, or any of its guarantor entities, since the unlisted debentures were first issued, that has not been previously reported upon in any previous semi‑annual report or previously disclosed in accordance with section 268A(4) of the Act, and, if so, the particulars of that substantial change;

(i) where the borrowing entity has deposited money with, or lent money to, or assumed any liability of, a corporation that is related to the borrowing entity —

(i) the particulars of the total amount so deposited or lent or of the total extent of the liability so assumed (as the case may be), during the period covered by the report; and

(ii) the particulars of the total amount owing to the borrowing entity in respect of any money so deposited or lent or of the total extent of the liability so assumed (as the case may be), as at the end of the period covered by the report;

(j) where the unlisted debentures have exposure to any reference asset or are secured against any underlying collateral, any matter relating to the reference asset or the underlying collateral that may materially and adversely affect the unlisted debentures;

(k) where, during the period covered by the report, there is any revision in the credit rating of the unlisted debentures, the borrowing entity, any guarantor entity of the borrowing entity, or any reference asset or underlying collateral mentioned in sub‑paragraph (j), the following particulars in relation to each revision:

(i) the name of the credit rating agency that revised the credit rating;

(ii) the date on which the credit rating is revised;

(iii) the credit rating that was revised;

(iv) the revised credit rating;

(v) the reason for the revision in the credit rating;

(vi) whether or not any fee or benefit of any kind has been paid by the borrowing entity or any of its related parties to the credit rating agency for providing credit rating services in relation to either or both of the credit ratings mentioned in sub‑paragraphs (iii) and (iv);

(vii) whether or not during the period covered by the report there is any change in —

(A) the fee or benefit (if any) paid or to be paid to the credit rating agency for providing credit rating services in relation to the credit rating mentioned in sub‑paragraph (iii); or

(B) where that fee or benefit is calculated based on a formula, such formula,

and if so, the reason for such change;

(l) any other risk exposure or matter that the borrowing entity is aware of that had, has or will have an adverse impact on the risks and returns, or the price or value, of the unlisted debentures;

(m) the total fees and charges borne by the holders of the unlisted debentures during the period covered by the report.

(2)  For the purposes of paragraph (1)(i)(i) and (ii), the particulars mentioned in those provisions —

(a) must be provided in a manner that distinguishes between the deposits, loans and assumptions of liabilities that are secured and those that are unsecured; and

(b) need not include any amount deposited with or lent to, or any liability assumed on behalf of, any corporation that has guaranteed the repayment of the unlisted debentures, and has secured the guarantee by a charge over the corporation’s assets in favour of the trustee for the holders of the unlisted debentures.

Disclosure of material information

28.  For the purposes of section 268A(4) of the Act, a borrowing entity must disclose the information mentioned in that provision —

(a) by publishing the information on a website that the borrowing entity has notified the holders of the unlisted debentures, by electronic mail or printed notice, is to be the borrowing entity’s principal channel of communication with the holders of the unlisted debentures; and

(b) by sending the information to the holders of the unlisted debentures in either electronic form or printed form.

Disclosure of bid or redemption prices and related information

29.  For the purposes of section 268A(6)(a) and (b) of the Act, a borrowing entity must disclose the information mentioned in those provisions by publishing the information on a website that the borrowing entity has notified the holders of the unlisted debentures, by electronic mail or printed notice, is to be the borrowing entity’s principal channel of communication with the holders of the unlisted debentures.

Disclosure of financial statements

30.  For the purposes of section 268A(7) of the Act, a borrowing entity must make available the profit and loss account or balance‑sheet mentioned in that provision (called in this regulation the financial statements) —

(a) by publishing the financial statements —

(i) on a website that the borrowing entity has notified the holders of the unlisted debentures, by electronic mail or printed notice, is to be the borrowing entity’s principal channel of communication with the holders of the unlisted debentures;

(ii) by any electronic means other than the website mentioned in sub‑paragraph (i); or

(iii) in printed form; and

(b) by promptly notifying the holders of the unlisted debentures, by any electronic means or printed notice, of the availability of the financial statements and the manner in which the financial statements may be accessed or obtained.

PART 4

EXEMPTIONS

30A.  [Deleted by S 70/2025 wef 24/01/2025]

30B.  [Deleted by S 70/2025 wef 24/01/2025]

Exemption from section 240 of Act for offer made pursuant to bonus warrant

31.—(1)  Section 240 of the Act does not apply to a person who makes an offer of securities or securities‑based derivatives contracts of —

(a) an entity the shares of which are listed for quotation on an approved exchange, pursuant to a specified bonus warrant; or

(b) a business trust the units of which are listed for quotation on an approved exchange, pursuant to a specified bonus warrant.

(2)  In paragraph (1), “specified bonus warrant” means a right given, for no consideration —

(a) by an entity to an existing member of the entity, to buy, not earlier than 6 months after the date of listing of the right for quotation on an approved exchange, a specified number of securities or securities‑based derivatives contracts of the entity at a given price; or

(b) by the trustee‑manager of a business trust (acting in its capacity as trustee‑manager of the business trust) to an existing unitholder of the business trust, to buy, not earlier than 6 months after the date of listing of the right for quotation on an approved exchange, a specified number of securities or securities‑based derivatives contracts of the business trust at a given price.

Exemption from section 240A(1)( b ), (2)( b ), (3), (4), (6), (7) and (9) of Act for offer of continuously issued structured notes

32.—(1)  Section 240A(1)(b), (2)(b), (3), (4), (6), (7) and (9) of the Act does not apply to an offer of continuously issued structured notes that is part of a debenture issuance programme, if the conditions mentioned in paragraph (2) are satisfied.

(2)  The conditions mentioned in paragraph (1) are that —

(a) the person making the offer gives to each person to whom the offer is made a transaction note in respect of the offer prior to the subscription or purchase of the continuously issued structured notes;

(b) the transaction note, the base prospectus, and any supplementary base prospectus applicable to every offer under the debenture issuance programme, collectively contain the material terms and conditions of the offer;

(c) the person making the offer gives, to each person who subscribed for or purchased the continuously issued structured notes, a confirmation statement within 3 business days after the date of the subscription or purchase of those continuously issued structured notes;

(d) the transaction note contains the following statements:

(i) “This offer is made on the basis of information contained in this transaction note and in the base prospectus and supplementary base prospectus or prospectuses, if any.”;

(ii) “This transaction note has not been lodged with or registered by the Monetary Authority of Singapore under Division 1 of Part XIII of the Securities and Futures Act (Cap. 289).”;

(iii) “Investors are advised to read the base prospectus and supplementary base prospectus or prospectuses, if any, relating to the offer before accepting the terms set out in this transaction note.”; and

(e) the transaction note and the confirmation statement —

(i) contain all information mentioned in paragraph 1(b) of the Fourteenth Schedule that is applicable to the continuously issued structured notes being offered, and that has been omitted from the base prospectus; and

(ii) do not contain any information other than —

(A) information already contained in the base prospectus or supplementary base prospectus or prospectuses, if any;

(B) information on additional risk factors and investment considerations that are specific and relevant to the offer, and that had materially affected, or could materially affect, directly or indirectly —

(BA) the value of the pool of reference assets; or

(BB) the value of the investments held by holders of the continuously issued structured notes; and

(C) other information permitted by the Authority.

Exemption from requirement for expert’s consent under section 249(1) of Act

33.—(1)  Section 249(1) of the Act does not apply to a prospectus or profile statement that includes a relevant statement, if —

(a) the prospectus or profile statement relates to an offer of securities or securities‑based derivatives contracts of an entity or a business trust; and

(b) all of the conditions mentioned in paragraph (3) are satisfied.

(2)  Section 277(3) of the Act, read with section 249(1) of the Act, does not apply to an offer information statement mentioned in section 277(1) or (1AC) of the Act that includes a relevant statement, if —

(a) the offer information statement relates to an offer of securities or securities‑based derivatives contracts of an entity or a business trust; and

(b) all of the conditions mentioned in paragraph (3) are satisfied.

(3)  The conditions mentioned in paragraphs (1)(b) and (2)(b) are as follows:

(a) the relevant statement —

(i) is not made by the expert in connection with the offer concerned;

(ii) is not made by the expert for the sole benefit of the entity or business trust concerned; and

(iii) does not relate specifically to the affairs of the entity or business trust concerned;

(b) the expert is a person whom the persons signing the prospectus or profile statement mentioned in paragraph (1) or the offer information statement mentioned in paragraph (2) (as the case may be) reasonably believe to be an expert who —

(i) has no material interest in the success of the issue or sale of the securities or securities‑based derivatives contracts; and

(ii) is not acting at the instigation of, or by arrangement with, the entity concerned or the trustee‑manager of the business trust concerned (acting in its capacity as trustee‑manager of the business trust), a director or proposed director (or an equivalent person) of that entity or trustee‑manager, or a person who has a material interest in the success of the issue or sale of the securities or securities-based derivatives contracts;

(c) the relevant statement is a correct and fair copy or a representation of, or an extract from, a statement made or information published by a source that the persons signing the prospectus or profile statement mentioned in paragraph (1) or the offer information statement mentioned in paragraph (2) (as the case may be) reasonably believe to be reliable;

(d) wherever the relevant statement appears in the prospectus or profile statement mentioned in paragraph (1) or the offer information statement mentioned in paragraph (2), there is included in the prospectus, profile statement or offer information statement, as the case may be —

(i) a statement that the expert has not consented to the inclusion of the relevant statement for the purposes of section 249 of the Act, and is therefore not liable for the relevant statement under sections 253 and 254 of the Act;

(ii) any disclaimer made by the expert, in relation to reliance on the contents of the relevant statement, that the persons signing the prospectus, profile statement or offer information statement (as the case may be) are reasonably aware of;

(iii) a statement as to whether the persons signing the prospectus, profile statement or offer information statement (as the case may be) have verified the accuracy of the contents of the relevant statement;

(iv) a statement as to whether the persons signing the prospectus, profile statement or offer information statement (as the case may be) have included the relevant statement in its proper form and context in the prospectus, profile statement or offer information statement (as the case may be); and

(v) a proper citation identifying the source, and the location within the source, of the relevant statement, including, where available, the following details of the source:

(A) each author or editor;

(B) the title;

(C) the publication date and every revision date;

(D) where the source is published on a website, the uniform resource locator (URL) and version date.

(4)  In this regulation, “relevant statement” means a statement purporting to be made by, or to be based on a statement made by, an expert.

Exemption from aggregation requirement in sections 272A(5)( a ) and 272B(3)( a ) of Act for structured notes

34.—(1)  Section 272A(5)(a) of the Act does not apply to a person making an offer of securities or securities‑based derivatives contracts issued by the person in reliance on the exemption under section 272A(1) of the Act, if both of the conditions mentioned in paragraph (3) are satisfied.

(2)  Section 272B(3)(a) of the Act does not apply to a person making an offer of securities or securities‑based derivatives contracts issued by the person in reliance on the exemption under section 272B(1) of the Act, if both of the conditions mentioned in paragraph (3) are satisfied.

(3)  The conditions mentioned in paragraphs (1) and (2) are as follows:

(a) the person making the offer is a specified financial institution;

(b) the offer is not a closely related offer (as determined in accordance with regulation 35) in relation to another offer of securities or securities‑based derivatives contracts issued by the person within the period of 12 months.

Determination of closely related offer for small offer and private placement

35.—(1)  For the purposes of sections 272A(5) and 272B(3) of the Act and regulation 34, an offer of securities or securities‑based derivatives contracts (other than asset‑backed securities or structured notes) is a closely related offer in relation to —

(a) another offer of securities or securities‑based derivatives contracts (other than asset‑backed securities or structured notes); or

(b) an offer of units in a collective investment scheme that is a trust, and that invests primarily in real estate and real estate related assets specified by the Authority in the Code on Collective Investment Schemes,

if —

(c) both the firstmentioned offer and the offer mentioned in sub‑paragraph (a) or (b) form part of a single plan of financing;

(d) both the firstmentioned offer and the offer mentioned in sub‑paragraph (a) or (b) are made for the primary benefit of the same person or persons; or

(e) both the firstmentioned offer and the offer mentioned in sub‑paragraph (a) or (b) are made in connection with the same business or in relation to a common business venture.

(2)  For the purposes of sections 272A(5) and 272B(3) of the Act and regulation 34, an offer of asset‑backed securities or structured notes is a closely related offer in relation to —

(a) another offer of asset‑backed securities or structured notes; or

(b) an offer of units in a collective investment scheme other than a collective investment scheme mentioned in paragraph (1)(b),

if any person who makes or is a sponsor of the firstmentioned offer also —

(c) makes or is a sponsor of the offer mentioned in sub‑paragraph (a) or (b); or

(d) is a related corporation or related entity of the person who makes or is a sponsor of the offer mentioned in sub‑paragraph (a) or (b).

(3)  In considering whether both the firstmentioned offer in paragraph (1) and the offer mentioned in paragraph (1)(a) or (b) meet any requirement under paragraph (1)(c), (d) or (e), regard is to be had to —

(a) the intended usage of the net proceeds raised from each offer; and

(b) the person or persons with the right to determine how the net proceeds raised from each offer are to be used.

(4)  In this regulation —

“related corporation” and “related entity” have the meanings given by the Fourth Schedule;

“sponsor”  —

(a) in relation to an offer of asset-backed securities, means the entity that initiates the securitisation transaction (in respect of which the asset‑backed securities are issued) by originating or acquiring and packaging, either directly or indirectly, a group of assets for resale as asset‑backed securities; and

(b) in relation to an offer of structured notes, means the entity that initiates the synthetic securitisation transaction (in respect of which the structured notes are issued) by originating and packaging, either directly or indirectly, exposure to a group of reference assets for sale in the form of structured notes.

Exemption from section 272A(8)( c )(iii) of Act

36.—(1)  Section 272A(8)(c)(iii) of the Act does not apply to an offer of securities or securities‑based derivatives contracts by any person to a market‑maker, if —

(a) the offer satisfies section 272A(8)(c)(i), (ii), (iv) and (v) of the Act; and

(b) before the offer was made, the market‑maker had indicated to the person that the market‑maker did not require the following to be given for any sale of those securities or securities‑based derivatives contracts to the market‑maker:

(i) the statement in writing under section 272A(8)(c)(iii)(A) of the Act;

(ii) the notification in writing under section 272A(8)(c)(iii)(B) of the Act.

(2)  In this regulation, “market‑maker” means a holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts, or an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts, who —

(a) through a facility (including an electronic means) regularly quotes the prices at which it proposes to acquire or dispose of securities or securities‑based derivatives contracts for its own account; and

(b) is ready, willing and able to effect transactions in the securities or securities‑based derivatives contracts at the quoted prices.

Disclosure requirement under section 273(1)( g )(iii)(B) of Act

37.  An offer of securities‑based derivatives contracts mentioned in section 273(1)(g) of the Act satisfies the requirement in section 273(1)(g)(iii)(B) of the Act, if the offer complies with such of the following disclosure requirements as may be applicable:

(a) if the offer is made on or after 8 October 2018 but before 8 October 2021 — the material risks of the securities‑based derivatives contracts are disclosed to the person to whom the offer is made at the time the offer is made;

[S 831/2020 wef 30/09/2020]

(b) if the offer is made on or after 8 October 2021 — the holder of a capital markets services licence to deal in capital markets products that made the offer —

(i) has furnished the customer a written risk disclosure document (prepared by the holder or by the issuer of the securities‑based derivatives contracts) that discloses the material risks of the securities‑based derivatives contracts offered;

(ii) has received from the customer an acknowledgment signed and dated by the customer that the customer has received and understood the nature and contents of the risk disclosure document provided; and

(iii) has informed the customer whether the holder is making the offer as a principal or as an agent.

[S 831/2020 wef 30/09/2020]

37A.  [Deleted by S 70/2025 wef 24/01/2025]

Securities or securities-based derivatives contracts to which exemptions under section 277(1) of Act do not apply

37B.  The following securities or securities-based derivatives contracts are prescribed for the purposes of section 277(1) of the Act:

(a) [Deleted by S 70/2025 wef 24/01/2025]

(b) [Deleted by S 70/2025 wef 24/01/2025]

(c) any instrument conferring or representing a legal or beneficial ownership interest in a partnership or limited liability partnership;

(d) structured notes issued by a specified financial institution;

[S 70/2025 wef 24/01/2025]

(e) securities-based derivatives contracts where the obligations under the securities-based derivatives contracts are to be discharged by one party to the other at some future time by cash settlement only.

[S 70/2025 wef 24/01/2025]

[S 824/2018 wef 19/12/2018]

Contents of offer information statement under section 277 of Act

38.—(1)  An offer information statement complies with the requirements as to form and content mentioned in section 277(1)(b) of the Act, if the offer information statement complies with all of the following requirements that are applicable:

(a) where the offer is an offer of securities or securities-based derivatives contracts that are not units or derivatives of units in a business trust — the offer information statement contains the particulars set out in the Sixteenth Schedule;

(b) where the offer is an offer of units or derivatives of units in a business trust — the offer information statement contains the particulars set out in the Eighteenth Schedule;

(c) where the person making the offer is the issuer —

(i) except in a case mentioned in sub‑paragraph (ii) — the offer information statement is signed by every director or equivalent person of the issuer and every person who is named in the offer information statement as a proposed director or an equivalent person of the issuer; or

(ii) in a case where the issuer is the government of a State — the offer information statement is signed by an official of that government who is authorised to sign the offer information statement on its behalf;

(d) where the person making the offer is an individual and is not the issuer —

(i) except in a case mentioned in sub‑paragraph (ii) —

(A) the offer information statement is signed by the person making the offer; and

(B) if the issuer is controlled by the person making the offer, by one or more related parties of that person, or by that person and one or more related parties of that person — the offer information statement is signed by every director or equivalent person of the issuer and every person who is named in the offer information statement as a proposed director or an equivalent person of the issuer; or

(ii) in a case where the issuer is the government of a State — the offer information statement is signed by the person making the offer;

(e) where the person making the offer is an entity (not being the government of a State) and is not the issuer —

(i) except in a case mentioned in sub‑paragraph (ii) —

(A) the offer information statement is signed by the person making the offer; and

(B) if the issuer is controlled by that entity, one or more of its related parties, or that entity and one or more of its related parties — the offer information statement is signed by every director or equivalent person of the issuer and every person who is named in the offer information statement as a proposed director or an equivalent person of the issuer; or

(ii) in a case where the issuer is the government of a State — the offer information statement is signed by every director or equivalent person of that entity;

(f) where the person making the offer is the government of a State and is not the issuer —

(i) except in a case mentioned in sub‑paragraph (ii) —

(A) the offer information statement is signed by an official of that government who is authorised to sign the offer information statement on its behalf; and

(B) if the issuer is controlled by that government, one or more of its related parties, or that government and one or more of its related parties — the offer information statement is signed by every director or equivalent person of the issuer, and every person who is named in the offer information statement as a proposed director or an equivalent person of the issuer; or

(ii) in a case where the issuer is the government of another State — the offer information statement is signed by an official of the government of the firstmentioned State who is authorised to sign the offer information statement on behalf of the government of the firstmentioned State.

(2)  An offer information statement complies with the requirements as to form and content mentioned in section 277(1AC)(a)(i) of the Act only if the offer information statement contains both —

(a) the particulars set out in the Sixteenth Schedule that are applicable to the subsidiary; and

(b) the particulars set out in that Schedule that are applicable to the listed entity.

(3)  The Authority may require any document, report or other material to be filed together with an offer information statement.

(4)  [Deleted by S 824/2018 wef 19/12/2018]

(5)  A requirement under paragraph (1) for an offer information statement to be signed by a director or an equivalent person is satisfied if the offer information statement is signed —

(a) by that director or equivalent person; or

(b) by a person who is authorised in writing by that director or equivalent person to sign on behalf of that director or equivalent person.

(6)  A requirement under paragraph (1) for an offer information statement to be signed by a person named in the offer information statement as a proposed director or an equivalent person (called in this paragraph the named person) is satisfied if the offer information statement is signed —

(a) by the named person; or

(b) by a person who is authorised in writing by the named person to sign on behalf of the named person.

PART 5

EXTRA‑TERRITORIAL APPLICATION OF DIVISION 1 OF PART XIII OF ACT

Non‑applicability of section 339(2) of Act under certain circumstances

39.—(1)  Section 339(2) of the Act does not apply to the following offers:

(a) an offer of securities or securities‑based derivatives contracts made outside Singapore, where —

(i) the number of enquiries or applications from persons in Singapore in response to the offer is insubstantial;

(ii) the number of persons in Singapore to whom the offer is made is insubstantial;

(iii) the number of persons in Singapore, to whom are issued the securities or securities‑based derivatives contracts that are the subject of the offer, is insubstantial; and

(iv) the amount raised from persons in Singapore pursuant to the offer is insubstantial;

(b) an offer of securities or securities‑based derivatives contracts made outside Singapore, where —

(i) the offer is not denominated in Singapore dollars;

(ii) persons in Singapore are prevented from subscribing for or purchasing the securities or securities‑based derivatives contracts;

(iii) adequate checks are made to ensure that the systems or procedures that prevent persons in Singapore from subscribing for or purchasing the securities or securities‑based derivatives contracts are effective;

(iv) the offer is not made to or directed at persons in Singapore, whether electronically or otherwise;

(v) there is in place a prominent disclaimer in relation to the offer comprising a statement mentioned in paragraph (2);

(vi) the materials used for the offer do not contain any information that is specifically relevant to persons in Singapore; and

(vii) the offer is not mentioned in, or directly accessible from, any source that is intended for persons in Singapore.

(2)  For the purposes of paragraph (1)(b)(v), the disclaimer must comprise a statement that the offer to which it relates —

(a) is made to or directed at only persons outside Singapore; and

(b) may be acted upon only by persons outside Singapore.

(3)  In this regulation, “offer” includes an advertisement of such an offer.

PART 6

REVOCATION AND TRANSITIONAL PROVISIONS

Revocation

40.—(1)  The following Regulations are revoked:

(a) Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 (G.N. No. S 611/2005);

(b) Securities and Futures (Offers of Investments) (Business Trusts) (No. 2) Regulations 2005 (G.N. No. S 612/2005).

(2)  To avoid doubt, the following Notifications cease to be in force as a consequence of paragraph (1)(a):

(a) Securities and Futures (Offers of Investments) (Shares and Debentures) (Specified Entities for Issuing Structured Notes) Notification 2008 (G.N. No. S 106/2008);

(b) Securities and Futures (Offers of Investments) (Shares and Debentures) (Specified Entities for Issuing Structured Notes) (No. 2) Notification 2008 (G.N. No. S 357/2008).

Transitional provisions

41.—(1)  Paragraph (2) applies to the following:

(a) any prospectus lodged with the Authority before 8 December 2018;

(b) any prospectus mentioned in sub‑paragraph (a) that is deemed by section 240(10)(a) of the Act to be lodged on or after 8 December 2018;

(c) any offer information statement (other than an offer information statement mentioned in section 277(1AC)(a) of the Act) lodged with the Authority before 8 December 2018.

(2)  Despite regulation 40, for the purposes of any prospectus or offer information statement mentioned in paragraph (1) —

(a) the reference in regulation 9(1)(a) to “the particulars set out in the Fifth Schedule” is to be read as a reference to “either the particulars set out in the Fifth Schedule or the particulars set out in the Fifth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(b) the reference in regulation 9(1)(b) to “the particulars set out in the Sixth Schedule” is to be read as a reference to “either the particulars set out in the Sixth Schedule or the particulars set out in the Sixth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(c) the reference in regulation 9(3)(a) to “the particulars set out in the Seventh Schedule” is to be read as a reference to “either the particulars set out in the Seventh Schedule or the particulars set out in the Seventh Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(d) the reference in regulation 9(3)(b) to “the particulars set out in the Eighth Schedule” is to be read as a reference to “either the particulars set out in the Eighth Schedule or the particulars set out in the Eighth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(e) the reference in regulation 9(3)(c) to “the particulars set out in the Ninth Schedule” is to be read as a reference to “either the particulars set out in the Ninth Schedule or the particulars set out in the Ninth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(f) the reference in regulation 9(3)(d) to “the particulars set out in the Tenth Schedule” is to be read as a reference to “either the particulars set out in the Tenth Schedule or the particulars set out in the Tenth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(g) the reference in regulation 9(5)(a) to “the requirements specified in the Eleventh Schedule” is to be read as a reference to “either the requirements specified in the Eleventh Schedule or the requirements specified in the Eleventh Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(h) the reference in regulation 9(5)(b) to “the requirements specified in the Twelfth Schedule” is to be read as a reference to “either the requirements specified in the Twelfth Schedule or the requirements specified in the Twelfth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(i) the reference in regulation 9(5)(c) to “the requirements specified in the Thirteenth Schedule” is to be read as a reference to “either the requirements specified in the Thirteenth Schedule or the requirements specified in the Thirteenth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(j) the reference in regulation 9(5)(d) to “the requirements specified in the Fourteenth Schedule” is to be read as a reference to “either the requirements specified in the Fourteenth Schedule or the requirements specified in the Fourteenth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(k) the reference in regulation 9(5)(e) to “the requirements specified in the Fifteenth Schedule” is to be read as a reference to “either the requirements specified in the Fifteenth Schedule or the requirements specified in the Fifteenth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(l) the reference in regulation 38(1)(a) and (2) to “the particulars set out in the Sixteenth Schedule” is to be read as a reference to “either the particulars set out in the Sixteenth Schedule or the particulars set out in the Sixteenth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

(m) the reference in regulation 9(2) to “the particulars set out in the Seventeenth Schedule” is to be read as a reference to “either the particulars set out in the Seventeenth Schedule or the particulars set out in the Fourth Schedule to the Securities and Futures (Offers of Investments) (Business Trusts) (No. 2) Regulations 2005 (disregarding, for this purpose, the words “UNDER SECTION 282F(1) OF THE ACT” in the Schedule title)”; and

(n) the reference in regulation 38(1)(b) to “the particulars set out in the Eighteenth Schedule” is to be read as a reference to “either the particulars set out in the Eighteenth Schedule or the particulars set out in the Fifth Schedule to the Securities and Futures (Offers of Investments) (Business Trusts) (No. 2) Regulations 2005 (disregarding, for this purpose, the words “UNDER SECTION 282ZB OF THE ACT” in the Schedule title)”.

FIRST SCHEDULE

Regulation 5(1) and (2)

Fees

No.	Provision of Act or Regulations	Matter	Amount
1.	Sections 239(4) and 261(1B)(b)	For application to the Authority for declaration as a prescribed entity	$1,200
2.	Section 240(1)(a)	For lodgment of any prospectus (other than a prospectus in respect of a debenture issuance programme)	$2,000
3.	Section 240(4)(b)	For lodgment of any profile statement	$600
4.	Section 240(9A)	For lodgment of any amendment to —
		(a) a prospectus (other than a prospectus in respect of a debenture issuance programme); or	$1,000
		(b) a profile statement (other than a profile statement in respect of a debenture issuance programme)	$600
5.	Section 240(9A)	For lodgment of any amendment to —
		(a) a prospectus in respect of a debenture issuance programme; or	$1,000
		(b) a profile statement in respect of a debenture issuance programme	$450
6.	Section 240A(1)	In respect of a debenture issuance programme —
		(a) for lodgment of any base prospectus	$1,700
		(b) for lodgment of any pricing statement	$300
7.	Section 241(1)	For lodgment of any supplementary or replacement prospectus (other than a supplementary or replacement prospectus in respect of a debenture issuance programme)	$2,000
8.	Section 241(1) and (1A)	For lodgment of any supplementary or replacement prospectus in respect of a debenture issuance programme	$1,700
9.	Section 241(1)	For lodgment of any supplementary or replacement profile statement (other than a supplementary or replacement profile statement in respect of a debenture issuance programme)	$600
10.	Section 241(1) and (1A)	For lodgment of any supplementary or replacement profile statement in respect of a debenture issuance programme	$450
11.	Section 247(1)	For every application to the Authority for an exemption from requirements as to form and contents of a prospectus or profile statement	$50
12.	Section 249(3)	For every application to the Authority for an exemption from section 249 of the Act	$100
13.	Section 251(14)	For every application to the Authority for an exemption from section 251 of the Act	$100
14.	Section 259(3)	For every application to the Authority for an exemption from section 259 of the Act	$25
15.	Section 262(2)	For every application to the Authority for an exemption from section 262 of the Act	$100
16.	Section 273(5)	For every application to the Authority for a declaration that Subdivisions (2) and (3) of Division 1 of Part XIII of the Act do not apply	$100
17.	Section 277(1)(b) and (1AC)	For lodgment of any offer information statement	$420
18.	Section 277(2)	For every application to the Authority for a modification of the form and content of the offer information statement	$50
19.	—	For any other application to the Authority	$30
20.	—	On the late lodgment of any document under the Act after the period prescribed by law, in addition to any other fee	$100
21.	—	On the lodgment of any other document with the Authority, where the fee is not specified in this Schedule	$10
22.	Section 317	For supplying a photographic or microprint copy of, or extract from, any record kept by the Authority	$1 for each page or part of a page
23.	Section 317	For supplying and certifying a photographic or microprint copy of, or extract from, any record kept by the Authority	$2 for each page or part of a page
The fees specified in items 22 and 23 are inclusive of the goods and services tax chargeable under the Goods and Services Tax Act (Cap. 117A). No goods and services tax is chargeable for the other items.

SECOND SCHEDULE

Regulation 6

Information that may be omitted from preliminary document

1.  The statement on the front cover required under paragraph 1(b)(ii) of Part 1 of each of the Fifth to Tenth and Seventeenth Schedules, if and only if the front cover of the preliminary document includes the following statement:

“A copy of this preliminary document has been lodged with the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the preliminary document. Lodgment of the preliminary document with the Authority does not imply that the Securities and Futures Act, or any other legal or regulatory requirements, have been complied with.”.

2.  In a case where the entity in respect of which the securities or securities‑based derivatives contracts are to be offered is a company, and the preliminary document contains a statement that the company has been converted to a public company even though the company has not been so converted as at the date of lodgment of the preliminary document, the date of such conversion, if and only if the preliminary document contains a further statement that the company has not been converted to a public company as at the date of lodgment of the preliminary document and will be converted to a public company before the registration of the prospectus.

3.  In a case where the entity in respect of which the securities or securities-based derivatives contracts are to be offered is a business trust, and the preliminary document contains a statement that the business trust has been registered as a business trust by the Authority under section 4(1) of the Business Trusts Act (Cap. 31A) even though it has not been so registered as at the date of lodgment of the preliminary document, the date of such registration, if and only if the preliminary document contains a further statement that the business trust has not been registered as at the date of lodgment of the preliminary document and will be registered before the registration of the prospectus.

4.  In a case where the preliminary document contains a statement that a restructuring exercise has been carried out in connection with the offer even though the restructuring exercise has not been completed as at the date of lodgment of the preliminary document, the relevant date or dates on which the restructuring exercise is undertaken, if and only if the preliminary document includes a further statement that the restructuring exercise has not been carried out as at the date of the lodgment of the preliminary document and will be completed before the registration of the prospectus.

5.  For the purposes of paragraph 4, “restructuring exercise” includes any restructuring exercise carried out by means of any of the following:

(a) the subscription, purchase or sale of securities or securities‑based derivatives contracts;

(b) the purchase or sale of assets;

(c) the conversion or exchange of convertible or exchangeable securities or securities‑based derivatives contracts;

(d) the exercise of any option for the subscription, purchase or sale of securities or securities‑based derivatives contracts.

6.  In a case where information required to be provided as of the latest practicable date pursuant to the applicable provisions in the Fifth to Tenth and Seventeenth Schedules cannot be provided as of a date that is no earlier than 14 days after the date of lodgment of the preliminary prospectus, the information required to be provided as of the latest practicable date in the context of the applicable requirements, if and only if the preliminary prospectus includes the required information as of a date that is no earlier than one month after the date of lodgment of the preliminary prospectus and a statement that the information will be updated to a date that is no earlier than 14 days after the date of lodgment of the preliminary prospectus before registration of the prospectus by the Authority.

7.  The price at which the securities or securities-based derivatives contracts will be offered.

8.  The number or nominal amount of securities or securities‑based derivatives contracts to be offered, or the amount of subscription for securities or securities‑based derivatives contracts to be sought.

9.  The date of registration of the prospectus, if and only if the front cover of the preliminary document includes the date of lodgment of the preliminary document.

10.  The time period during which the offer will be kept open.

11.  The dates on which the securities or securities‑based derivatives contracts will be listed for quotation or quoted on an approved exchange or overseas exchange, and on which trading will commence.

12.  Any information that is dependent on the final determination of paragraphs 7 to 11.

13.  Any other information that may be approved by the Authority in any particular case.

THIRD SCHEDULE

Regulation 8(1)

Application of Subdivision (2) of Division 1 of Part XIII of Act to offer of debentures or units of debentures (other than continuously issued structured notes) that is part of debenture issuance programme

Part 1

Regulation 8(1)(a)

construction of reference to prospectus

1.  A reference to a prospectus in a provision of the Act specified in the first column is to be construed as a reference to the document or documents specified in the second column.

2.  Where more than one document is specified in the second column, any requirement under a provision of the Act specified in the first column that is applicable to a prospectus is applicable to each document specified in the second column.

First column	Second column
Provision of Act	Document or documents
1. Section 240(1)	Base prospectus and pricing statement.
2. Section 240(2) and (3)	(a) Base prospectus, where the preliminary document is a preliminary base prospectus; or
	(b) Base prospectus and pricing statement, where the preliminary document comprises —
	(i) the preliminary base prospectus and preliminary pricing statement; or
	(ii) the base prospectus and preliminary pricing statement.
3. Section 240(4)	Base prospectus and pricing statement.
4. Section 240(4A), (4B) and (4C)	Base prospectus, pricing statement or base prospectus and pricing statement.
5. Section 240(8) and (8A)	Base prospectus.
6. Section 240(9)	(a) Base prospectus, where the preliminary document is a preliminary base prospectus; or
	(b) Base prospectus and pricing statement, where the preliminary document comprises —
	(i) the preliminary base prospectus and preliminary pricing statement; or
	(ii) the base prospectus and preliminary pricing statement.
7. Section 240(9A)	Base prospectus, pricing statement or base prospectus and pricing statement.
8. Section 240(10) and (11)	Base prospectus.
9. Section 240(11A), (12), (13), (14), (15) and (16)	Base prospectus, pricing statement or base prospectus and pricing statement.
10. Section 240(17)(a) and (i)	Base prospectus, pricing statement or base prospectus and pricing statement.
11. Section 240(17)(b)	Base prospectus and pricing statement.
12. Section 240AA	Base prospectus and pricing statement.
13. Section 241(8) and (12)	Base prospectus and pricing statement.
14. Section 242(3), (5), (7) and (8)	Base prospectus and pricing statement.
15. Section 243(1) and (2)	Base prospectus and pricing statement.
16. Section 243(4A) and (4B)	Base prospectus.
17. Section 243(5)	Base prospectus, pricing statement or base prospectus and pricing statement.
18. Section 243(6)	Base prospectus and pricing statement.
19. Section 245	Base prospectus and pricing statement.
20. Section 246(1)	Base prospectus and pricing statement.
21. Section 246(2)	Base prospectus or, where there is an applicable pricing statement, base prospectus and pricing statement.
22. Section 247	Base prospectus, pricing statement or base prospectus and pricing statement.
23. Section 248	Base prospectus, pricing statement or base prospectus and pricing statement.
24. Section 249(1) (other than paragraphs (a) and (b))	Base prospectus and pricing statement.
25. Paragraphs (a) and (b) of section 249(1)	Base prospectus, pricing statement or base prospectus and pricing statement.
26. Section 249(1A) and (1B)	Base prospectus and pricing statement.
27. Section 249(2) and (3)	Base prospectus, pricing statement or base prospectus and pricing statement.
28. Section 249A(1) (other than paragraphs (a) and (b))	Base prospectus and pricing statement.
29. Paragraphs (a) and (b) of section 249A(1)	Base prospectus, pricing statement or base prospectus and pricing statement.
30. Section 249A(2) (other than paragraphs (a) and (b))	Base prospectus and pricing statement.
31. Paragraphs (a) and (b) of section 249A(2)	Base prospectus, pricing statement or base prospectus and pricing statement.
32. Section 249A(3)	Base prospectus, pricing statement or base prospectus and pricing statement.
33. Section 249A(4) and (5)	Base prospectus and pricing statement.
34. Section 250	Base prospectus and pricing statement.
35. Section 251(1) and (2)	Base prospectus and pricing statement.
36. Section 251(3) and (4)	(a) Base prospectus, where the preliminary document is a preliminary base prospectus; or
	(b) Base prospectus and pricing statement, where the preliminary document comprises —
	(i) the preliminary base prospectus and preliminary pricing statement; or
	(ii) the base prospectus and preliminary pricing statement.
37. Section 251(5)	Base prospectus or, where there is an applicable pricing statement, base prospectus and pricing statement.
38. Section 251(6) and (8)	Base prospectus and pricing statement.
39. Section 251(9)	Base prospectus, pricing statement or base prospectus and pricing statement.
40. Section 253(4) and (5)	Base prospectus, pricing statement or base prospectus and pricing statement.
41. Section 254(3)	Base prospectus, pricing statement or base prospectus and pricing statement.
42. Section 254(4)	Base prospectus and pricing statement.
43. Section 255	Base prospectus, pricing statement or base prospectus and pricing statement.
44. Section 257(2)	Base prospectus and pricing statement.
45. Section 257(4)	Base prospectus, pricing statement or base prospectus and pricing statement.
46. Section 259	Base prospectus and pricing statement.
47. Section 270	Base prospectus and pricing statement.
48. Section 280	Base prospectus and pricing statement.

Part 2

Regulation 8(1)(b)

CONSTRUCTION OF REFERENCE TO PROFILE STATEMENT

1.  A reference to a profile statement in a provision of the Act specified in the first column is to be construed as a reference to the document or documents specified in the second column.

2.  Where more than one document is specified in the second column, any requirement under a provision of the Act specified in the first column that is applicable to a profile statement is applicable to each document specified in the second column.

First column	Second column
Provision of Act	Document or documents
1. Section 240(4)	Base profile statement and pricing statement.
2. Section 240(4A), (4B) and (4C)	Base profile statement, or base profile statement and pricing statement.
3. Section 240(8) and (8A)	Base profile statement.
4. Section 240(9A)	Base profile statement, or base profile statement and pricing statement.
5. Section 240(11)	Base profile statement.
6. Section 240(11A), (12), (14), (15) and (16)	Base profile statement, or base profile statement and pricing statement.
7. Section 240(17)(a) and (i)	Base profile statement, or base profile statement and pricing statement.
8. Section 240(17)(b)	Base profile statement and pricing statement.
9. Section 240AA	Base profile statement and pricing statement.
10. Section 241(8) and (12)	Base profile statement and pricing statement.
11. Section 242(3), (5), (7) and (8)	Base profile statement and pricing statement.
12. Section 246(1)	Base profile statement and pricing statement.
13. Section 246(2)	Base profile statement, or base profile statement and pricing statement.
14. Section 247	Base profile statement, or base profile statement and pricing statement.
15. Section 248	Base profile statement, or base profile statement and pricing statement.
16. Section 249(1) (other than paragraphs (a) and (b))	Base profile statement and pricing statement.
17. Paragraphs (a) and (b) of section 249(1)	Base profile statement, or base profile statement and pricing statement.
18. Section 249(1A) and (1B)	Base profile statement and pricing statement.
19. Section 249(2) and (3)	Base profile statement, or base profile statement and pricing statement.
20. Section 249A(1) (other than paragraphs (a) and (b))	Base profile statement and pricing statement.
21. Paragraphs (a) and (b) of section 249A(1)	Base profile statement, or base profile statement and pricing statement.
22. Section 249A(2) (other than paragraphs (a) and (b))	Base profile statement and pricing statement.
23. Paragraphs (a) and (b) of section 249A(2)	Base profile statement, or base profile statement and pricing statement.
24. Section 249A(3)	Base profile statement, or base profile statement and pricing statement.
25. Section 249A(4) and (5)	Base profile statement and pricing statement.
26. Section 250	Base profile statement and pricing statement.
27. Section 251(2)	Base profile statement and pricing statement.
28. Section 251(3), (4) and (5)	Base profile statement, or base profile statement and pricing statement.
29. Section 251(6) and (8)	Base profile statement and pricing statement.
30. Section 251(9)	Base profile statement, or base profile statement and pricing statement.
31. Section 253(4) and (5)	Base profile statement, or base profile statement and pricing statement.
32. Section 254(3)	Base profile statement, or base profile statement and pricing statement.
33. Section 254(4)	Base profile statement and pricing statement.
34. Section 255	Base profile statement, or base profile statement and pricing statement.
35. Section 280	Base profile statement and pricing statement.

Part 3

Regulation 8(1)(c)

CONSTRUCTION OF REFERENCE TO PRELIMINARY DOCUMENT

1.  A reference to a preliminary document in a provision of the Act specified in the first column is to be construed as a reference to the document or documents specified in the second column.

2.  Where more than one document is specified in the second column, any requirement under a provision of the Act specified in the first column that is applicable to a preliminary document is applicable to each document specified in the second column.

First column	Second column
Provision of Act	Document or documents
1. Section 240(2), (3) and (9)	(a) Preliminary base prospectus (in which case the prospectus will be a base prospectus);
	(b) Preliminary base prospectus and preliminary pricing statement (in which case the prospectus will comprise a base prospectus and a pricing statement); or
	(c) Base prospectus and preliminary pricing statement (in which case the prospectus will comprise a base prospectus and a pricing statement),
	as the case may be.
2. Section 251(3) and (4)	(a) Preliminary base prospectus;
	(b) Preliminary base prospectus and preliminary pricing statement; or
	(c) Base prospectus and preliminary pricing statement,
	as the case may be.

FOURTH SCHEDULE

Regulations 2(3) and 35(4)

Interpretation of terms used in Fifth to Nineteenth Schedules

1.  In this Schedule and the Fifth to Nineteenth Schedules, unless the context otherwise requires —

“annual financial statements”  —

(a) in relation to an entity, means financial statements covering a financial year of the entity; or

(b) in relation to a business trust, means financial statements kept by the trustee‑manager of the business trust covering a financial year of the business trust;

“associate”  —

(a) in relation to an entity, means —

(i) in a case where the entity is a substantial shareholder, controlling shareholder, substantial interest‑holder or controlling interest‑holder — its related corporation, related entity, associated company or associated entity; or

(ii) in any other case —

(A) a director or an equivalent person of the entity;

(B) where the entity is a corporation, a controlling shareholder of the entity;

(C) where the entity is not a corporation, a controlling interest‑holder of the entity;

(D) a subsidiary, a subsidiary entity, an associated company, or an associated entity, of the entity; or

(E) a subsidiary, a subsidiary entity, an associated company, or an associated entity, of the controlling shareholder or controlling interest‑holder, as the case may be, of the entity;

(b) in relation to a business trust, means —

(i) the trustee‑manager of the business trust;

(ii) a director or controlling shareholder of the trustee‑manager of the business trust;

(iii) a controlling unitholder of the business trust;

(iv) a subsidiary, a subsidiary entity, an associated company, or an associated entity, of the trustee‑manager of the business trust; or

(v) a subsidiary, a subsidiary entity, an associated company, or an associated entity, of the controlling shareholder of the trustee‑manager of the business trust, or of the controlling unitholder of the business trust; and

(c) in relation to an individual, means —

(i) any member of the individual’s immediate family;

(ii) a trustee of any trust of which the individual or any member of the individual’s immediate family is —

(A) a beneficiary; or

(B) where the trust is a discretionary trust, a discretionary object,

when the trustee acts in that capacity; or

(iii) any corporation in which the individual, one or more members of the individual’s immediate family, or the individual and one or more members of the individual’s immediate family together, whether directly or indirectly, has or have interests in voting shares of an aggregate of not less than 30% of the total votes attached to all voting shares;

“associated company”  —

(a) in relation to an entity, means —

(i) any corporation, other than a subsidiary of the entity, in which —

(A) the entity or one or more of its subsidiaries or subsidiary entities;

(B) the entity, one or more of its subsidiaries and one or more of its subsidiary entities together;

(C) the entity and one or more of its subsidiaries together;

(D) the entity and one or more of its subsidiary entities together; or

(E) one or more of the subsidiaries of the entity and one or more of the subsidiary entities of the entity together,

has or have a direct interest, in the voting shares of the corporation, of not less than 20% but not more than 50% of the total votes attached to all voting shares in the corporation; or

(ii) any corporation, other than a subsidiary of the entity, the policies of which —

(A) the entity or one or more of its subsidiaries or subsidiary entities;

(B) the entity together with one or more of its subsidiaries and one or more of its subsidiary entities;

(C) the entity together with one or more of its subsidiaries;

(D) the entity together with one or more of its subsidiary entities; or

(E) one or more of the subsidiaries of the entity together with one or more of the subsidiary entities of the entity,

is or are able to control or influence materially; and

(b) in relation to a business trust, means —

(i) any corporation, other than a subsidiary of the business trust, in which —

(A) the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust) or one or more of the subsidiaries or subsidiary entities of the business trust;

(B) the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust), one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust together;

(C) the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust) and one or more of the subsidiaries of the business trust together;

(D) the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust) and one or more of the subsidiary entities of the business trust together; or

(E) one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust together,

has or have a direct interest, in the voting shares of the corporation, of not less than 20% but not more than 50% of the total votes attached to all voting shares in the corporation; or

(ii) any corporation, other than a subsidiary of the business trust, the policies of which —

(A) the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust) or one or more of the subsidiaries or subsidiary entities of the business trust;

(B) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust;

(C) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiaries of the business trust;

(D) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiary entities of the business trust; or

(E) one or more of the subsidiaries of the business trust together with one or more of the subsidiary entities of the business trust,

is or are able to control or influence materially;

“associated entity”  —

(a) in relation to an entity, means —

(i) any entity (not being a corporation), other than a subsidiary entity of the firstmentioned entity, in which —

(A) the firstmentioned entity or one or more of its subsidiaries or subsidiary entities;

(B) the firstmentioned entity, one or more of its subsidiaries and one or more of its subsidiary entities together;

(C) the firstmentioned entity and one or more of its subsidiaries together;

(D) the firstmentioned entity and one or more of its subsidiary entities together; or

(E) one or more of the subsidiaries of the firstmentioned entity and one or more of the subsidiary entities of the firstmentioned entity together,

has or have a direct equity interest of not less than 20% but not more than 50% of the total equity interests in the entity; or

(ii) any entity (not being a corporation), other than a subsidiary entity of the firstmentioned entity, the policies of which —

(A) the firstmentioned entity or one or more of its subsidiaries or subsidiary entities;

(B) the firstmentioned entity together with one or more of its subsidiaries and one or more of its subsidiary entities;

(C) the firstmentioned entity together with one or more of its subsidiaries;

(D) the firstmentioned entity together with one or more of its subsidiary entities; or

(E) one or more of the subsidiaries of the firstmentioned entity together with one or more of the subsidiary entities of the firstmentioned entity,

is or are able to control or influence materially; and

(b) in relation to a business trust, means —

(i) any entity (not being a corporation), other than a subsidiary entity of the business trust, in which —

(A) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) or one or more of the subsidiaries or subsidiary entities of the business trust;

(B) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust), one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust together;

(C) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) and one or more of the subsidiaries of the business trust together;

(D) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) and one or more of the subsidiary entities of the business trust together; or

(E) one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust together,

has or have a direct equity interest of not less than 20% but not more than 50% of the equity interests of that entity; or

(ii) any entity (not being a corporation), other than a subsidiary entity of the business trust, the policies of which —

(A) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) or one or more of the subsidiaries or subsidiary entities of the business trust;

(B) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiaries of the business trust and one or more of the subsidiary entities of the business trust;

(C) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiaries of the business trust;

(D) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) together with one or more of the subsidiary entities of the business trust; or

(E) one or more of the subsidiaries of the business trust together with one or more of the subsidiary entities of the business trust,

is or are able to control or influence materially;

“business”, in relation to a registered business trust, means the business relating to the trust property of the business trust and managed and operated by the trustee‑manager of the business trust in its capacity as trustee‑manager of the business trust;

“chief executive officer”, in relation to the trustee‑manager of a registered business trust, has the meaning given by section 86(10) of the Business Trusts Act;

“control”, in relation to a business trust, means the capacity to determine the outcome of decisions on the financial and operating policies of the business of the business trust, having regard to the following considerations:

(a) the practical influence that can be exerted (rather than the rights which can be enforced); and

(b) any practice or pattern of behaviour affecting the financial or operating policies of the business trust (even if the practice or pattern of behaviour involves a breach of an agreement or a breach of trust),

but excludes any capacity to influence decisions on such financial and operating policies where such influence is required to be exercised for the benefit of other persons pursuant to an obligation imposed under any written law, rule of law, contract or order of court;

“controlling interest‑holder”, in relation to an entity (not being a corporation), means —

(a) a person who has an equity interest in the entity and who exercises control over the entity; or

(b) a person who has an equity interest in the entity of an aggregate of not less than 30% of the total equity interests in the entity, unless that person does not exercise control over the entity;

“controlling shareholder”, in relation to a corporation, means —

(a) a person who has an interest in the voting shares of the corporation and who exercises control over the corporation; or

(b) a person who has an interest in the voting shares of the corporation of an aggregate of not less than 30% of the total votes attached to all voting shares in the corporation, unless that person does not exercise control over the corporation;

“controlling unitholder”, in relation to a business trust, means —

(a) a person who has an interest or interests in units in the business trust and who exercises control over the business trust; or

(b) a person who has an interest or interests in units representing not less than 30% of the total voting rights of all the unitholders of the business trust, unless that person does not exercise control over the business trust;

“convertible debentures” means debentures that are —

(a) convertible into or exchangeable for other securities or securities‑based derivatives contracts, equity interests or property; or

(b) attached with options, warrants or other similar rights to subscribe for or purchase other securities or securities‑based derivatives contracts, equity interests or property;

“depositor”, in relation to a securitisation transaction where the transfer of assets in that transaction is a two‑step process, means a special purpose vehicle created by the sponsor of that securitisation transaction to hold the assets that will subsequently be transferred or assigned to the entity issuing the asset‑backed securities;

“enhancement”  —

(a) in relation to an offer of asset‑backed securities, means any arrangement by a person to compensate a special purpose vehicle for a pre‑determined amount of loss incurred as a means of insuring against any type of risk associated with any asset transferred or assigned to the special purpose vehicle under a securitisation transaction; and

(b) in relation to an offer of structured notes, means any arrangement by a person to compensate a single purpose vehicle or specified financial institution for a pre‑determined amount of loss incurred as a means of insuring against any type of risk associated with any reference asset or, where the issuer is a single purpose vehicle, any pool asset;

“entity at risk”, in relation to a transaction or loan with an interested person, or a proposed transaction or loan with an interested person, means —

(a) the entity concerned or the trustee‑manager of the business trust concerned (acting in its capacity as trustee‑manager of the business trust concerned);

(b) a subsidiary or subsidiary entity of the entity or the business trust concerned; or

(c) an associated company of the entity or the business trust concerned, or an associated entity of the entity concerned, over which control is exercised by any of the following persons:

(i) the entity concerned or the trustee‑manager of the business trust concerned (acting in its capacity as trustee‑manager of the business trust concerned), as the case may be;

(ii) one or more subsidiaries or subsidiary entities of the entity concerned or the business trust concerned;

(iii) the entity concerned or the trustee‑manager of the business trust concerned (acting in its capacity as trustee‑manager of the business trust concerned), together with one or more of its related parties;

(iv) one or more subsidiaries or subsidiary entities of the entity concerned or the business trust concerned together with one or more other related parties of the entity concerned or the business trust concerned, as the case may be;

“equity interest”, in relation to an entity, means any right or interest, whether legal or equitable, in the entity, by whatever name called, and includes any option to acquire any such right or interest in the entity;

“financial position and results”, in relation to a business trust, means —

(a) the financial position of the business trust derived from the accounting records and other records kept by the trustee‑manager of the business trust; and

(b) the results with respect to the operations of the business trust carried out by the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust);

“financial statements” means profit and loss statements, balance sheets and cash flow statements, and includes any attached notes and schedules which are required by the body of accounting standards adopted by the entity concerned or the trustee‑manager of the business trust concerned in preparing the financial statements of the entity concerned or the business trust concerned, as the case may be;

“group”, except for paragraph 5 of Part 5 of the Fifth Schedule, paragraph 5 of Part 5 of the Sixth Schedule, paragraph 2 of Part 5 of the Seventh Schedule, paragraph 2 of Part 5 of the Tenth Schedule, and paragraph 5 of Part 5 of the Seventeenth Schedule, means —

(a) a corporation, its subsidiaries and its subsidiary entities (if any);

(b) an entity (not being a corporation), its subsidiaries and its subsidiary entities (if any); or

(c) a business trust and the subsidiaries and subsidiary entities (if any) of the business trust;

“interested person”  —

(a) in relation to an entity, means —

(i) a director or an equivalent person of the entity;

(ii) the chief executive officer or equivalent person of the entity;

(iii) where the entity is a corporation, a controlling shareholder of the entity;

(iv) where the entity is not a corporation, a controlling interest‑holder of the entity; or

(v) an associate of any person mentioned in sub‑paragraph (i), (ii), (iii) or (iv); and

(b) in relation to a business trust, means —

(i) the trustee-manager of the business trust acting in its own capacity;

(ii) a related corporation of the trustee‑manager of the business trust (other than a subsidiary of the business trust) or a related entity of the trustee‑manager of the business trust (other than a subsidiary entity of the business trust);

(iii) an associated company of the trustee‑manager of the business trust (other than an associated company of the business trust) or an associated entity of the trustee‑manager of the business trust (other than an associated entity of the business trust);

(iv) a director or an equivalent person, the chief executive officer or equivalent person, or a controlling shareholder, of the trustee‑manager of the business trust;

(v) a controlling unitholder of the business trust; or

(vi) an associate of any person mentioned in sub‑paragraph (iv) or (v);

“issue manager”, in relation to an offer, means the issue manager of the offer, whether called by that name or any other name (such as a lead manager or an arranger);

“key executive”  —

(a) in relation to an entity, means an individual who is employed in an executive capacity by the entity, and who —

(i) makes or participates in making decisions that affect the whole or a substantial part of the business of the entity; or

(ii) has the capacity to make decisions that affect significantly the financial standing of the entity;

(b) in relation to a business trust, means an individual who is employed in an executive capacity by the trustee‑manager of the business trust, and who —

(i) makes or participates in making decisions that affect the whole or a substantial part of the business of the business trust; or

(ii) has the capacity to make decisions that affect significantly the financial standing of the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust); and

(c) in relation to a group, means an individual who is employed in an executive capacity by an entity in the group or by the trustee‑manager of a business trust in the group, and who —

(i) makes or participates in making decisions that affect the whole or a substantial part of the business of the group; or

(ii) has the capacity to make decisions that affect significantly the financial standing of the group;

“latest practicable date”  —

(a) in relation to a requirement (in these Regulations) that applies to a prospectus, means a date that —

(i) is the latest practicable in the context of that requirement; and

(ii) is no earlier than 14 days before the date of lodgment of that prospectus with the Authority; or

(b) in relation to a requirement (in these Regulations) that applies to an offer information statement, means a date that —

(i) is the latest practicable in the context of that requirement; and

(ii) is no earlier than 7 days before the date of lodgment of that offer information statement with the Authority;

“originator” means the entity that creates the receivables, loans or other financial assets that form the relevant assets of any asset‑backed securities;

“pool assets”, in relation to an offer of structured notes, means the assets held by a single purpose vehicle (whether as a legal owner or as an equitable owner);

“profit estimate” means a profit estimate for any period of time from the end of the financial period covered by the most recent financial statements (whether audited, pro forma or interim) included in the document that is the subject of the relevant Schedule to a date no later than the date of lodgment of that document with the Authority;

“related corporation”  —

(a) in relation to a corporation, has the meaning given by section 4(1) of the Companies Act (Cap. 50);

(b) in relation to an entity (not being a corporation), means a corporation that is a related corporation of the entity under paragraph 6; and

(c) in relation to a business trust, means a corporation that is a related corporation of the business trust under paragraph 7;

“related entity”  —

(a) in relation to an entity, means any entity (not being a corporation) that is a related entity of the firstmentioned entity under paragraph 8; and

(b) in relation to a business trust, means any entity (not being a corporation) that is a related entity of the business trust under paragraph 9;

“relevant assets”, in relation to an offer of asset‑backed securities, means the assets held by a special purpose vehicle pursuant to a securitisation transaction;

“servicer”  —

(a) in relation to an offer of asset-backed securities, means the entity that is principally responsible for the ongoing administration of the relevant assets; and

(b) in relation to an offer of structured notes pursuant to a synthetic securitisation transaction, means the entity that is principally responsible for the ongoing administration of the reference assets;

“single purpose vehicle” has the meaning given by section 240AA(5) of the Act;

“special purpose vehicle” has the meaning given by section 262(3) of the Act;

“sponsor”  —

(a) in relation to a securitisation transaction, means the entity that initiates the securitisation transaction by originating or acquiring and packaging, either directly or indirectly, a group of assets for resale as asset‑backed securities; and

(b) in relation to a synthetic securitisation transaction, means the entity that initiates the synthetic securitisation transaction by originating and packaging, either directly or indirectly, exposure to a group of reference assets for sale in the form of structured notes;

“subsidiary”  —

(a) in relation to a corporation, has the meaning given by section 5(1) of the Companies Act;

(b) in relation to an entity (not being a corporation), means a corporation that is a subsidiary of the entity under paragraph 2; and

(c) in relation to a business trust, means a corporation that is a subsidiary of the business trust under paragraph 3;

“subsidiary entity”  —

(a) in relation to an entity, means any entity (not being a corporation) that is a subsidiary entity of the firstmentioned entity under paragraph 4; and

(b) in relation to a business trust, means any entity (not being a corporation) that is a subsidiary entity of the business trust under paragraph 5;

“substantial interest‑holder”, in relation to an entity (not being a corporation), means a person who has an equity interest in the entity representing not less than 5% of the total equity interests in the entity;

“substantial unitholder”, in relation to a business trust, means a person who has an interest or interests, in units of the business trust, representing not less than 5% of the total voting rights of all the unitholders of the business trust.

2.—(1)  For the purposes of this Schedule and the Fifth to Nineteenth Schedules, a corporation is, subject to sub‑paragraph (4), a subsidiary of an entity (not being a corporation), if —

(a) the entity —

(i) controls the composition of the board of directors of the corporation;

(ii) controls more than half of the voting power of the corporation; or

(iii) holds more than half of the issued share capital of the corporation (excluding any part of the issued share capital that consists of preference shares); or

(b) the corporation is a subsidiary of another entity that is a subsidiary of the firstmentioned entity.

(2)  For the purposes of sub‑paragraph (1)(a)(i), an entity controls the composition of the board of directors of a corporation if the entity has the power to, without the consent or concurrence of any other person, appoint or remove all or a majority of the directors.

(3)  For the purposes of sub‑paragraph (2), an entity has the power mentioned in that sub‑paragraph if —

(a) a person cannot be appointed as a director without the exercise in the person’s favour by the entity of that power; or

(b) a person’s appointment as a director follows necessarily from the person holding an appointment in relation to the entity that is equivalent to that of a director or officer of a corporation.

(4)  In determining whether a corporation is a subsidiary of an entity —

(a) any shares held in, and any powers exercisable over, the corporation by the entity in a fiduciary capacity are not to be treated as held or exercisable by the entity;

(b) subject to sub‑paragraphs (c) and (d), any shares held in, and any powers exercisable over, the corporation —

(i) by any person as a nominee for the entity (except where the entity is concerned only in a fiduciary capacity); or

(ii) by, or by a nominee for, a subsidiary of the entity, not being a subsidiary that is concerned only in a fiduciary capacity,

are to be treated as held or exercisable by the entity;

(c) any shares held in, and any powers exercisable over, the corporation by any person by virtue of the provisions of any debentures of the corporation, or of a trust deed for securing any issue of such debentures, are to be disregarded; and

(d) any shares held in, and any powers exercisable over, the corporation by, or by a nominee for, the entity or its subsidiary (not being any shares or powers mentioned in sub‑paragraph (c)) are not to be treated as held or exercisable by the entity, if —

(i) the ordinary business of the entity or its subsidiary (as the case may be) includes the lending of money; and

(ii) the shares are held or powers are exercisable as security only for the purposes of a transaction entered into in the ordinary course of that business.

3.—(1)  For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, a corporation is, subject to sub‑paragraph (4), a subsidiary of a business trust, if —

(a) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) —

(i) controls the composition of the board of directors of the corporation;

(ii) controls more than half of the voting power of the corporation; or

(iii) holds more than half of the issued share capital of the corporation (excluding any part of the issued share capital that consists of preference shares); or

(b) the corporation is a subsidiary of another corporation that is a subsidiary of the business trust.

(2)  For the purposes of sub‑paragraph (1)(a)(i), the trustee‑manager of a business trust (acting in its capacity as trustee‑manager of the business trust) controls the composition of the board of directors of a corporation if the trustee‑manager has the power to, without the consent or concurrence of any other person, appoint or remove all or a majority of the directors.

(3)  For the purposes of sub‑paragraph (2), the trustee-manager has the power mentioned in that sub‑paragraph if —

(a) a person cannot be appointed as a director without the exercise in the person’s favour by the trustee‑manager of that power; or

(b) a person’s appointment as a director follows necessarily from the person being a director or other officer of the trustee‑manager.

(4)  In determining whether a corporation is a subsidiary of a business trust —

(a) subject to sub‑paragraphs (b) and (c), any shares held in, and any powers exercisable over, the corporation by, or by a nominee for, a subsidiary or subsidiary entity of the business trust, not being a subsidiary or subsidiary entity that is concerned only in a fiduciary capacity, are to be treated as held or exercisable by the trustee‑manager;

(b) any shares held in, and any powers exercisable over, the corporation by any person by virtue of the provisions of any debentures of the corporation, or of a trust deed for securing any issue of such debentures, are to be disregarded; and

(c) any shares held in, and any powers exercisable over, the corporation by, or by a nominee for, the trustee‑manager or a subsidiary or subsidiary entity of the business trust (not being any shares or powers mentioned in sub‑paragraph (b)) are not to be treated as held or exercisable by the trustee‑manager, if —

(i) the ordinary business of the trustee‑manager or the subsidiary or subsidiary entity of the business trust (as the case may be) includes the lending of money; and

(ii) the shares are held or powers are exercisable as security only for the purposes of a transaction entered into in the ordinary course of that business.

4.—(1)  For the purposes of this Schedule and the Fifth to Nineteenth Schedules, an entity (not being a corporation) (called in this paragraph the first entity) is, subject to sub‑paragraph (4), a subsidiary entity of another entity (called in this paragraph the second entity), if —

(a) the second entity —

(i) controls the composition of the board of persons (called in this paragraph the board) of the first entity that is equivalent to the board of directors of a corporation;

(ii) controls more than half of the voting power of the first entity; or

(iii) holds more than half of the issued equity interests of the first entity; or

(b) the first entity is a subsidiary entity of another entity that is a subsidiary or subsidiary entity of the second entity.

(2)  For the purposes of sub‑paragraph (1)(a)(i), the second entity controls the composition of the board of the first entity if the second entity has the power to, without the consent or concurrence of any other person, appoint or remove all or a majority of the board of the first entity.

(3)  For the purposes of sub‑paragraph (2), the second entity has the power mentioned in that sub‑paragraph if —

(a) a person cannot be appointed as a member of the board of the first entity without the exercise in the person’s favour by the second entity of that power; or

(b) a person’s appointment as a member of the board of the first entity follows necessarily from the person holding an appointment in relation to the second entity that is equivalent to that of a director or officer of a corporation.

(4)  In determining whether an entity (not being a corporation) (called in this paragraph the first entity) is a subsidiary entity of another entity (called in this paragraph the second entity) —

(a) any equity interests held in, and any powers exercisable over, the first entity by the second entity in a fiduciary capacity are not to be treated as held or exercisable by the second‑mentioned entity;

(b) subject to sub‑paragraphs (c) and (d), any equity interests held in, and any powers exercisable over, the first entity —

(i) by any person as a nominee for the second entity (except where the second entity is concerned only in a fiduciary capacity); or

(ii) by, or by a nominee for, a subsidiary or subsidiary entity of the second entity, not being a subsidiary or subsidiary entity that is concerned only in a fiduciary capacity,

are to be treated as held or exercisable by the second entity;

(c) any equity interests held in, and any powers exercisable over, the first entity by any person by virtue of the provisions of any debentures of the first entity, or of a trust deed for securing any issue of such debentures, are to be disregarded; and

(d) any equity interests held in, and any powers exercisable over, the first entity by, or by a nominee for, the second entity or its subsidiary or subsidiary entity (not being any equity interests or powers mentioned in sub‑paragraph (c)) are not to be treated as held or exercisable by the second entity, if —

(i) the ordinary business of the second entity or its subsidiary or subsidiary entity (as the case may be) includes the lending of money; and

(ii) the equity interests are held or powers are exercisable as security only for the purposes of a transaction entered into in the ordinary course of that business.

5.—(1)  For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, an entity (not being a corporation) is, subject to sub‑paragraph (4), deemed to be a subsidiary entity of a business trust, if —

(a) the trustee-manager of the business trust (acting in its capacity as trustee‑manager of the business trust) —

(i) controls the composition of the board of persons of the entity (called in this paragraph the board) that is equivalent to the board of directors of a corporation;

(ii) controls more than half of the voting power of the entity; or

(iii) holds more than half of the issued equity interests of the entity; or

(b) the entity is a subsidiary entity of another entity that is a subsidiary or subsidiary entity of the business trust.

(2)  For the purposes of sub‑paragraph (1)(a)(i), the trustee-manager of a business trust (acting in its capacity as trustee‑manager of the business trust) controls the composition of the board of an entity (not being a corporation) if the trustee‑manager has the power to, without the consent or concurrence of any other person, appoint or remove all or a majority of the board of the entity.

(3)  For the purposes of sub‑paragraph (2), the trustee‑manager has the power mentioned in that sub‑paragraph if —

(a) a person cannot be appointed as a member of the board of the entity without the exercise in the person’s favour by the trustee‑manager of that power; or

(b) a person’s appointment as a member of the board of the entity follows necessarily from the person being a director or other officer of the trustee‑manager.

(4)  In determining whether an entity (not being a corporation) is a subsidiary entity of a business trust —

(a) subject to sub‑paragraphs (b) and (c), any equity interests held in, and any powers exercisable over, the entity by, or by a nominee for, a subsidiary or subsidiary entity of the business trust, not being a subsidiary or subsidiary entity that is concerned only in a fiduciary capacity, are to be treated as held or exercisable by the trustee‑manager;

(b) any equity interests held in, and any powers exercisable over, the entity by any person by virtue of the provisions of any debentures of the entity, or of a trust deed for securing any issue of such debentures, are to be disregarded; and

(c) any equity interests held in, and any powers exercisable over, the entity by, or by a nominee for, the trustee‑manager or a subsidiary or subsidiary entity of the business trust (not being any equity interests or powers mentioned in sub‑paragraph (b)) are not to be treated as held or exercisable by the trustee‑manager, if —

(i) the ordinary business of the trustee‑manager or the subsidiary or subsidiary entity of the business trust (as the case may be) includes the lending of money; and

(ii) the equity interests are held or powers are exercisable as security only for the purposes of a transaction entered into in the ordinary course of that business.

6.  For the purposes of this Schedule and the Fifth to Nineteenth Schedules, a corporation is related to an entity (not being a corporation) if the corporation is —

(a) a subsidiary of the entity;

(b) the holding company of the entity; or

(c) a subsidiary of the holding company or holding entity of the entity.

7.  For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, a corporation is related to a business trust if the corporation is —

(a) a subsidiary of the business trust;

(b) the holding company of the business trust; or

(c) a subsidiary of the holding company or holding entity of the business trust.

8.  For the purposes of this Schedule and the Fifth to Nineteenth Schedules, an entity (not being a corporation) (called in this paragraph the first entity) is related to another entity (called in this paragraph the second entity) if the first entity is —

(a) a subsidiary entity of the second entity;

(b) the holding entity of the second entity; or

(c) a subsidiary entity of the holding company or holding entity of the second entity.

9.  For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, an entity (not being a corporation) is related to a business trust if the entity is —

(a) a subsidiary entity of the business trust;

(b) the holding entity of the business trust; or

(c) a subsidiary entity of the holding company or holding entity of the business trust.

10.  For the purposes of this Schedule and the Fifth to Nineteenth Schedules, a corporation is the holding company of an entity if the corporation —

(a) controls more than half of the voting power of the entity; or

(b) holds more than half of the issued equity interests of the entity.

11.  For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, a corporation is the holding company of a business trust if the corporation —

(a) controls more than half of the voting power of the business trust; or

(b) holds more than half of the issued units of the business trust.

12.  For the purposes of this Schedule and the Fifth to Nineteenth Schedules, an entity (not being a corporation) (called in this paragraph the first entity) is the holding entity of another entity (called in this paragraph the second entity) if the first entity —

(a) controls more than half of the voting power of the second entity; or

(b) holds more than half of the issued equity interests of the second entity.

13.  For the purposes of this Schedule and the Seventeenth and Eighteenth Schedules, an entity (not being a corporation) is the holding entity of a business trust if the entity —

(a) controls more than half of the voting power of the business trust; or

(b) holds more than half of the issued units of the business trust.

14.  For the purposes of this Schedule and the Fifth to Nineteenth Schedules —

(a) any reference to a director or an equivalent person of an entity, or a director of the trustee‑manager of a business trust, includes a reference to a person named, with that person’s consent, in the prospectus or offer information statement as a proposed director or an equivalent person of the entity or of the trustee‑manager of the business trust, as the case may be;

(b) any reference to the most recently completed financial year or years is a reference to the most recently completed financial year or years before the lodgment with the Authority of the document that is the subject of the relevant Schedule; and

(c) any reference to a pro forma group, in relation to an entity or a business trust, is a reference to a pro forma group of which the entity or the trustee‑manager of the business trust (acting in its capacity as trustee‑manager of the business trust) (as the case may be) is the holding entity.

FIFTH SCHEDULE

Regulations 2(3), 9(1)(a) and 41(2)(a)

Particulars to be included under section 243(1) of Act in prospectus for offer of shares or units of shares in case mentioned in regulation 9(1)( a )

Part 1

FRONT COVER

1.  On the front cover of the prospectus, provide —

(a) the date of registration of the prospectus or, in the case of a supplementary prospectus or replacement prospectus, the date of lodgment of the supplementary prospectus or replacement prospectus;

(b) the following statements:

(i) “This document is important. Before making any investment in the securities being offered, you should consider the information provided in this document carefully, and consider whether you understand what is described in this document. You should also consider whether an investment in the securities being offered is suitable for you, taking into account your investment objectives and risk appetite. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. You are responsible for your own investment choices.”;

(ii) “A copy of this prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the prospectus. Registration of the prospectus by the Authority does not imply that the Securities and Futures Act, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the shares or units of shares, as the case may be, being offered for investment.”;

(c) the name of the corporation (called in this Schedule the relevant corporation) in respect of which the shares or units of shares, as the case may be, are being offered, and its country of incorporation;

(d) a statement that an application has been or will be made to an approved exchange to list for quotation or quote the shares or units of shares, as the case may be, being offered on that approved exchange, and the name of that approved exchange; and

(e) a statement that no shares or units of shares, as the case may be, may be allotted or allocated on the basis of the prospectus later than 6 months after the date of registration of the prospectus by the Authority.

Part 2

IDENTITY OF DIRECTORS, KEY EXECUTIVES, ADVISERS AND AGENTS

Directors and Key Executives

1.  Provide the names, addresses and occupations of each of the directors and key executives of the relevant corporation.

Company Secretary

2.  Provide the name and professional qualifications of the company secretary of the relevant corporation.

Advisers

3.  Provide the names and addresses of —

(a) the principal banker or bankers —

(i) of the relevant corporation; and

(ii) where the relevant corporation is the holding company of a group, of the group;

(b) the issue manager to the offer;

(c) the underwriter to the offer, if any;

(d) the legal adviser for or in relation to the offer;

(e) the introducer, if any; and

(f) the consultant, if any, engaged by the relevant corporation to assist in —

(i) any group restructuring exercise to be undertaken by the relevant corporation in conjunction with the offer and its application to list for quotation on the approved exchange; or

(ii) the issue of securities or securities‑based derivatives contracts to investors during the period of 12 months prior to the date of lodgment of the prospectus, for the purposes of facilitating the offer and its application to list for quotation on the approved exchange.

Auditors

4.  Provide the names, addresses and professional qualifications (including any membership in a professional body) of the relevant corporation’s auditors for the 3 most recently completed financial years. If applicable, provide also the name, address and professional qualifications (including any membership in a professional body) of any other auditor engaged by the relevant corporation in relation to the requirements under Parts 6 and 9 of this Schedule.

5.  In a case where 2 or more persons are engaged by the relevant corporation to jointly audit, report on or prepare financial information for the relevant corporation, all of these persons are treated as auditors for the purposes of the requirements under Parts 6 and 9 of this Schedule if at least one of these persons satisfies the definition of auditor in section 2(1) of the Act.

Registrars and Agents

6.  Provide the names and addresses of the relevant corporation’s share registrars, transfer agents and receiving bankers for the shares or units of shares, as the case may be, being offered.

Part 3

OFFER STATISTICS AND TIMETABLE

Offer Statistics

1.  For each method of offer, state the offer price and the number of shares or units of shares, as the case may be, being offered, but if the offer price or number of shares or units of shares being offered has not been fixed at the time of registration of the prospectus by the Authority, state —

(a) (if the offer price has not been fixed) the range of prices within which the shares or units of shares are being offered;

(b) (if the number of shares or units of shares has not been fixed) the range of number of shares or units of shares which are being offered; and

(c) how and when the final offer price and the number of shares or units of shares will be published.

2.  State the market capitalisation of the relevant corporation at the time the shares or units of shares, as the case may be, will be listed for quotation or quoted on the approved exchange but if the offer price, number of shares or units of shares, or both, has or have not been fixed at the time of registration of the prospectus by the Authority, state the range of market capitalisation of the relevant corporation at the time the shares or units of shares, as the case may be, will be listed for quotation or quoted on the approved exchange.

3.  To avoid doubt, where the number of shares or units of shares can be increased beyond the range of number of shares or units of shares stated in paragraph 1(b) of this Part, such as by the exercise of an underwriter’s over‑allotment option or “greenshoe option”, the amount by which the offer can be increased must be disclosed under paragraph 11 of Part 10 of this Schedule.

Method and Timetable

4.  Provide the information mentioned in paragraphs 5 to 10 of this Part to the extent applicable to —

(a) the offer procedure; and

(b) where there is more than one group of targeted potential investors and the offer procedure is different for each group, the offer procedure for each group of targeted potential investors.

5.  State the time at, date on, and period during which the offer will be kept open, and the name and address of the person to whom the purchase or subscription applications are to be submitted. If the exact time, date or period is not known on the date of the registration of the prospectus by the Authority, describe the arrangements for announcing the definitive time, date or period. State the circumstances under which the offer period may be extended or shortened, and the duration by which the period may be extended or shortened. Describe the manner in which any extension or early closure of the offer period will be made public.

6.  Where the offer price or number of shares or units of shares being offered has not been fixed at the time of registration of the prospectus by the Authority, state the method by which the offer price or number of shares or units of shares, as the case may be, is to be determined.

7.  State the method and time limit for paying up for the shares or units of shares, as the case may be, being offered and where payment is to be partial, the manner in which, and dates on which, amounts due are to be paid.

8.  State, where applicable, the methods of and time limits for —

(a) the delivery of the documents evidencing title to the shares or units of shares, as the case may be, being offered (including temporary documents of title, if applicable) to subscribers or purchasers; and

(b) the book‑entry transfers of the shares or units of shares, as the case may be, being offered in favour of subscribers or purchasers.

9.  In the case of any pre-emptive rights to subscribe for or purchase the shares or units of shares, as the case may be, being offered, state the procedure for the exercise of any right of pre‑emption, the negotiability of such rights and the treatment of such rights which are not exercised.

10.  Provide a full description of the manner in which results of the allotment or allocation of the shares or units of shares, as the case may be, being offered are to be made public and, where appropriate, the manner for refunding excess amounts paid by applicants (including whether interest will be paid).

Part 4

KEY INFORMATION

Selected Financial Data

1.  Provide, in the same currency as the financial statements to be provided under Part 9 of this Schedule —

(a) selected audited profit and loss data or, where audited financial statements have been restated under paragraph 8(b)(i) of Part 9 of this Schedule, selected restated profit and loss data of the relevant corporation or, if the relevant corporation is the holding company of a group, the group containing at least the information specified in paragraph 3 of this Part in respect of the financial years for which annual financial statements have been included in the prospectus;

(b) if interim financial statements have been included in the prospectus, selected profit and loss data containing at least the information specified in paragraph 3 of this Part in respect of the interim period and, where annual financial statements in respect of the previous financial year have been included in the prospectus, comparative profit and loss data in respect of the corresponding interim period of the previous financial year; and

(c) selected balance sheet data containing at least the information specified in paragraph 4 of this Part, as at the end of —

(i) the most recently completed financial year for which annual financial statements have been included in the prospectus; or

(ii) if interim financial statements for any subsequent period have been included in the prospectus, that period.

2.  If the selected profit and loss data or the selected balance sheet data for any interim period is not audited, that fact must be stated.

3.  For the selected profit and loss data, the specific line items presented must be expressed in the same manner as the corresponding line items in the audited or interim financial statements, as the case may be. Such data must include items generally corresponding to the following:

(a) net sales or revenue;

(b) profit or loss before tax;

(c) net profit or loss after tax;

(d) net profit or loss after tax attributable to shareholders of the company;

(e) net profit or loss after tax attributable to non‑controlling interests;

(f) earnings or loss per share;

(g) earnings or loss per share, after any adjustment to reflect the sale of new shares or units of shares.

Per share amounts to be included must be determined in accordance with the body of accounting principles used in preparing the financial statements.

4.  For the selected balance sheet data, the specific line items presented must be expressed in the same manner as the corresponding line items in the audited or interim financial statements, as the case may be. Such data must include items generally corresponding to the following:

(a) total assets;

(b) total liabilities;

(c) net assets or liabilities;

(d) issued capital and reserves.

5.  Where the financial statements of the relevant corporation are prepared in a currency other than the Singapore currency, provide —

(a) the exchange rate between that foreign currency and the Singapore currency as at the latest practicable date;

(b) the highest and lowest exchange rates between that foreign currency and the Singapore currency for each month during the previous 6 months; and

(c) for the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus, the average exchange rates for each period, calculated by using the average of the exchange rates between that foreign currency and the Singapore currency on the last day of each month during the period.

Capitalisation and Indebtedness

6.  Provide a statement of capitalisation and indebtedness (including the amount of cash and cash equivalents) as of a date no earlier than 60 days prior to the date of lodgment of the prospectus, showing the capitalisation and indebtedness (distinguishing between guaranteed and non‑guaranteed, and secured and unsecured, indebtedness) of —

(a) the relevant corporation; or

(b) if the relevant corporation is the holding company of a group, the group,

as the case may be, and if applicable, adjusted to reflect the sale of new shares or units of shares, as the case may be, being issued and the intended application of the net proceeds from the sale. For the purposes of this paragraph, indebtedness includes indirect and contingent indebtedness.

7.  Disclose any other significant contingent liabilities and the nature of such liabilities.

Use of Proceeds from Offer and Expenses Incurred

8.  In the same section, provide the information set out in paragraphs 9 to 13 of this Part.

9.  Disclose the estimated amount of the proceeds from the offer (net of the estimated amount of expenses incurred in connection with the offer) (called in this paragraph and paragraph 10 of this Part the net proceeds). Where only a part of the net proceeds will go to the relevant corporation, indicate the amount of the net proceeds that will be raised by the relevant corporation. If none of the proceeds will go to the relevant corporation, provide a statement of that fact.

10.  Disclose how the net proceeds raised by the relevant corporation from the offer will be allocated to each principal intended use. If the anticipated proceeds will not be sufficient to fund all of the intended uses, disclose the order of priority of such uses, as well as the amount and sources of other funds needed. Disclose also how the proceeds will be used pending their eventual utilisation for the proposed uses. Where specific uses are not known for any portion of the proceeds, disclose the general uses for which the proceeds are proposed to be applied. Where the offer is not fully underwritten on a firm commitment basis, state the minimum amount which, in the reasonable opinion of the directors of the relevant corporation, must be raised by the offer of shares or units of shares, as the case may be.

11.  For each dollar of the proceeds from the offer that will be raised by the relevant corporation, state the estimated amount that will be allocated to each principal intended use and the estimated amount that will be used to pay for expenses incurred in connection with the offer.

12.  If any material part of the proceeds to be raised by the relevant corporation will be used, directly or indirectly, to acquire or refinance the acquisition of any asset, business or entity, briefly describe the asset, business or entity and state its purchase price. Provide information on the status of the acquisition and the estimated completion date. Where funds have already been expended for the acquisition, state the amount that has been paid by the relevant corporation, or, if the relevant corporation is a holding company, the amount that has been paid by the relevant corporation or any other entity in the group, as at the latest practicable date. If the asset, business or entity has been or will be acquired from an interested person of the relevant corporation, identify the interested person and state how the cost to the relevant corporation is or will be determined and whether the acquisition is on an arm’s length basis.

13.  If any material part of the proceeds to be raised by the relevant corporation will be used to discharge, reduce or retire the indebtedness of the relevant corporation or, if the relevant corporation is the holding company of a group, of the group, describe the maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds giving rise to such indebtedness were put.

14.  In the section containing the information mentioned in paragraphs 8 to 13 of this Part or in an adjoining section —

(a) disclose the amount of discount or commission per share or per unit of share, as the case may be, agreed upon between the underwriter, or other placement or selling agent in relation to the offer, and —

(i) the relevant corporation; or

(ii) the holder of shares or units of shares in the relevant corporation, who is selling such shares or units of shares;

(b) provide a reasonably itemised statement of the major expenses incurred in connection with the offer and the issue and distribution of the shares or units of shares, as the case may be, being offered (in absolute terms and as a percentage of the total amount of the offer) that are payable by, or on behalf of, the relevant corporation;

(c) if any expenses are to be paid by a person on behalf of the relevant corporation, identify the person; and

(d) indicate the amount of any expense specifically charged to the subscriber or purchaser of the shares or units of shares, as the case may be, being offered.

The information may be given subject to future contingencies. Where the amount of any item is not known, estimates (identified as such) must be given.

Risk Factors

15.  Disclose, in a specific section with the heading “Risk Factors”, the risk factors that are specific to the relevant corporation and its industry as well as the shares or units of shares, as the case may be, being offered, which had materially affected or could materially affect, directly or indirectly, the relevant corporation’s financial position and results and business operations, and investments by holders of shares or units of shares, as the case may be, in the relevant corporation. Where possible, state the extent to which the relevant corporation’s financial position or results had been or could be affected by the risk factor.

Part 5

INFORMATION ON THE RELEVANT CORPORATION

History of the Relevant Corporation

1.  Provide the following information:

(a) the date of incorporation and, where the constituent documents of the relevant corporation provide a limit as to the duration for which the relevant corporation is to exist, such duration;

(b) the legal form of the relevant corporation, the legislation under which it operates, the address and telephone and facsimile numbers of its registered office and principal place of business (if different from those of its registered office), and the email address of the relevant corporation or a representative of the relevant corporation;

(c) the length of time for which the business of the relevant corporation or, if the relevant corporation is the holding company of a group, of the group has been carried on, and the important events in the development of the business;

(d) a description, including the amount invested, of each material expenditure on and divestment of capital investment (including any interest in another corporation) by the relevant corporation or, if the relevant corporation is the holding company of a group, by the group between the beginning of the period comprising the 3 most recently completed financial years and the latest practicable date;

(e) a description of each material expenditure on and divestment of capital investment by the relevant corporation or, if the relevant corporation is the holding company of a group, by the group which is in progress, including the geographical location of the investment and the method of financing;

(f) any public take‑over offer, by a third party in respect of the relevant corporation’s shares or by the relevant corporation in respect of the shares of another corporation or the units of a business trust, which has occurred between the beginning of the most recently completed financial year and the latest practicable date, including the price or exchange terms attaching to such offer and the outcome of the offer.

Business Overview

2.  Provide the following information in respect of the relevant corporation:

(a) the nature of the operations and principal activities, the main categories of products sold and services performed for each of the 3 most recently completed financial years, any significant new product or service introduced between the beginning of the period comprising the 3 most recently completed financial years and the latest practicable date and, to the extent that the development of the new product or service has been publicly disclosed, the status of such development;

(b) the principal markets in which the relevant corporation competes, including a breakdown of total revenue by category of activity and geographic market, for each of the 3 most recently completed financial years;

(c) whether the main business is seasonal in nature and, if so, details of such seasonal nature;

(d) whether the business or profitability of the relevant corporation is materially dependent on any patent or licence, industrial, commercial or financial contract (including a contract with a customer or supplier) or new manufacturing process;

(e) any material effect of government regulations on the business, identifying the regulatory body.

3.  In paragraph 2 of this Part, a reference to the relevant corporation is, if the relevant corporation is the holding company of a group, a reference to the group.

4.  Where the relevant corporation has made any statement regarding its position in comparison with its competitors, disclose the basis for such statement.

Organisational Structure

5.  If the relevant corporation is part of a group, briefly describe the group, and the relevant corporation’s position within the group. If the relevant corporation is the holding company of a group, provide information on every subsidiary, subsidiary entity, associated company and associated entity of the relevant corporation, being a subsidiary, a subsidiary entity, an associated company or an associated entity, as the case may be, the absolute amount of the net assets, net liabilities or profit or loss before tax of which accounts for 10% or more of the absolute amount of the net assets, net liabilities or profit or loss before tax, respectively, of the group for any of the 3 most recently completed financial years. Such information must include the name, country of incorporation or constitution, principal place of business, principal activities, proportion of ownership interest of the relevant corporation and, if different, proportion of voting power held by the relevant corporation.

Fixed Assets

6.  Provide information regarding any material tangible fixed asset of the relevant corporation, including any leased property and any major encumbrances thereon. The information provided must include —

(a) in the case of property, a description of the property (including the size, tenure and use of the property) and —

(i) where the property will be acquired or is beneficially owned by the relevant corporation, and the relevant corporation has not obtained legal title to the property at the date of registration of the prospectus by the Authority, a statement of that fact, the reasons why legal title has not been obtained, the potential impact of that fact on the relevant corporation’s operations and, if applicable, the expected date by which the legal title will be transferred to the relevant corporation; or

(ii) where the property is leased by the relevant corporation, the identity of the lessor, the duration of the lease and, if the lease may be unilaterally terminated by the lessor, a statement of that fact and the potential impact of that fact on the relevant corporation’s operations;

(b) in the case of a production facility, the productive capacity and extent of utilisation of the facility for each of the 3 most recently completed financial years, and for any interim period for which financial statements have been included in the prospectus, or, if the productive capacity or extent of utilisation for any of those financial years cannot be determined or is not meaningful, an explanation why;

(c) how the fixed asset is held;

(d) the products produced; and

(e) the location.

7.  Describe every regulatory requirement and environmental issue that may materially affect the relevant corporation’s utilisation of any of its material tangible fixed assets. With regard to any material plan to construct, expand or improve a facility, describe the nature of and reason for the plan, and give an estimate of the amount of expenditure, including the amount already expended. In addition, disclose the method of financing the plan, the estimated dates of commencement and completion of the plan, and any anticipated increase in production capacity after completion.

8.  In paragraphs 6 and 7 of this Part, a reference to the relevant corporation is, if the relevant corporation is the holding company of a group, a reference to the group.

Part 6

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

1.  Information required under this Part must be provided in respect of the relevant corporation or, if the relevant corporation is the holding company of a group, of the group.

Operating Results

2.  In respect of each of the 2 most recently completed financial years for which audited financial statements have been included in the prospectus and any interim period for which interim financial statements have been included in the prospectus, provide a narrative of the extent to which any material change in net sales or revenue, as compared to the previous financial year or previous corresponding interim period, is attributable to a change in the price or volume of products being sold or services being performed, or to the introduction of a new product or service as compared to the previous corresponding period. Where the change in price or volume of products sold or services performed is due to any particular reason or factor, provide details of such reason or factor.

3.  In respect of each financial year for which audited financial statements have been included in the prospectus and any interim period for which interim financial statements have been included in the prospectus, provide information regarding any significant factor, including any unusual or infrequent event or new development, which materially affected profit or loss before tax of the relevant corporation, and indicate the extent to which such profit or loss was so affected. Describe any other significant component of revenue or expenditure necessary to understand the profit or loss before tax for each of these financial periods.

4.  If the impact of foreign currency fluctuations is material, state such impact and the extent to which foreign currency exposure and investment is hedged by currency borrowings or other hedging instruments.

Liquidity and Capital Resources

5.  Provide the following information regarding liquidity (both short and long term):

(a) a description of the material sources of liquidity, whether internal or external, and a brief discussion of any material unused sources of liquidity, as of the latest practicable date, including a statement by the directors of the relevant corporation as to whether, in their reasonable opinion, the working capital available to the relevant corporation or, if the relevant corporation is the holding company of a group, to the group, as at the date of lodgment of the prospectus, is sufficient for at least the next 12 months and, if insufficient, how the additional working capital considered by the directors to be necessary is proposed to be provided;

(b) an evaluation of the material sources and amounts of cash flows from operating, investing and financing activities in respect of —

(i) each financial year for which audited cash flow statements have been included in the prospectus; and

(ii) if an interim cash flow statement has been included in the prospectus, the period covered by the interim cash flow statement;

(c) the nature and extent of any legal, financial or economic restriction on the ability of a subsidiary or subsidiary entity of the relevant corporation to transfer funds to the relevant corporation in the form of cash dividends, loans or advances, and the impact such restrictions have had or are expected to have on the ability of the relevant corporation to meet its cash obligations;

(d) the level of borrowings as at the end of the most recently completed financial year or, if any interim financial statements have been included, the period covered by the interim financial statements, the extent to which the borrowings are at a fixed rate, and the maturity profile of the borrowings and committed borrowings facility, with a description of any restriction on its use;

(e) if the relevant corporation or any other entity in the group is in breach of any of the terms and conditions or covenants associated with any credit arrangement or bank loan which could materially affect the relevant corporation’s financial position and results or business operations, or the investments by holders of shares or units of shares, as the case may be, in the relevant corporation —

(i) a statement of that fact;

(ii) details of the credit arrangement or bank loan; and

(iii) any action taken or to be taken by the relevant corporation or other entity in the group, as the case may be, to rectify the situation (including the status of any restructuring negotiations or agreement, if applicable).

6.  When ascertaining for the purposes of paragraph 5(a) of this Part whether working capital is sufficient, any financing facilities which are not available as at the date of lodgment of the prospectus must not be included, but net proceeds from the offer may be taken into account if the offer is fully underwritten. Where the offer is not fully underwritten, minimum net proceeds may be included only if it is an express condition of the offer that minimum net proceeds are to be raised and that the application moneys will be returned to investors if the minimum net proceeds are not raised.

7.  Provide information on the use of any financial instrument for hedging purposes, including the nature of exposure, the type of financial instrument used, the hedging policy adopted by the relevant corporation and the control procedures put in place to ensure that the hedging policy is adhered to.

8.  Provide information on any material commitment for capital expenditures as of the latest practicable date, and indicate the general purpose of such commitment and the anticipated source of funds needed to fulfil such commitment.

9.  Where the amount of trade receivables is material, provide information on the relevant corporation’s credit policy, the circumstances under which credit terms may be extended, the average collection period for each of the 3 most recently completed financial years and any interim period for which interim financial statements have been included in the prospectus, and any material exposure to doubtful trade receivables for each of the 3 most recently completed financial years and any interim period for which interim financial statements have been included in the prospectus. If the amount of trade receivables as at the end of the most recently completed financial year, or as at the end of any interim period for which interim financial statements have been included in the prospectus, was material, state the amount which has been collected as of the latest practicable date.

Research and Development

10.  Where research and development activities are material to the relevant corporation’s business, provide a description of the research and development policies of the relevant corporation for the 3 most recently completed financial years and any interim period for which interim financial statements have been included in the prospectus, including the amount spent on research and development activities and the percentage of the net sales or revenue of the relevant corporation in each of those years and the interim period spent on such activities.

Trend Information and Profit Forecast or Profit Estimate

11.  Discuss —

(a) the business and financial prospects for the next 12 months from the latest practicable date;

(b) any significant recent trends in production, sales and inventory, and in the costs and selling prices of products and services since the end of the most recently completed financial year or, if any interim financial statements have been included, the period covered by the interim financial statements; and

(c) any other known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on net sales or revenues, profitability, liquidity or capital resources for at least the current financial year, or that may cause financial information disclosed in the prospectus to be not necessarily indicative of the future operating results or financial condition of the relevant corporation.

Where there are no trends, uncertainties, demands, commitments or events mentioned in sub‑paragraph (b) or (c), provide an appropriate statement to that effect.

12.  Discuss the state of the order book since the end of the most recent period for which annual or interim financial statements have been provided under Part 9 of this Schedule. Where such information is not relevant to the business of the relevant corporation, provide an appropriate statement to that effect and the reason why such information is not relevant.

13.  Where a profit forecast is disclosed, state the extent to which projected sales or revenues are based on secured contracts or orders, and the reasons for expecting to achieve the projected sales or revenues and profit, and discuss the impact of any likely change in business and operating conditions on the forecast.

14.  Where a profit forecast or profit estimate is disclosed, state all principal assumptions, if any, upon which the directors of the relevant corporation have based their profit forecast or profit estimate, as the case may be.

15.  Where a profit forecast is disclosed, include a statement by an auditor of the relevant corporation as to whether the profit forecast is properly prepared on the basis of the assumptions mentioned in paragraph 14 of this Part, is consistent with the accounting policies adopted by the relevant corporation, and is presented in accordance with the accounting standards adopted by the relevant corporation in the preparation of its financial statements.

16.  Where the profit forecast disclosed is in respect of a period ending on a date not later than the end of the current financial year of the relevant corporation, provide in addition to the statement mentioned in paragraph 15 of this Part —

(a) a statement by the issue manager to the offer, or by any other person whose profession or reputation gives authority to the statement made by that person, that the profit forecast has been stated by the directors of the relevant corporation after due and careful enquiry and consideration; or

(b) a statement by an auditor of the relevant corporation, prepared on the basis of the auditor’s examination of the evidence supporting the assumptions mentioned in paragraph 14 of this Part and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to the auditor’s attention which gives the auditor reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.

17.  Where the profit forecast disclosed is in respect of a period ending on a date after the end of the current financial year of the relevant corporation, provide in addition to the statement mentioned in paragraph 15 of this Part —

(a) a statement by the issue manager to the offer, or by any other person whose profession or reputation gives authority to the statement made by that person, prepared on the basis of an examination by that issue manager or person of the evidence supporting the assumptions mentioned in paragraph 14 of this Part, to the effect that no matter has come to the attention of that issue manager or person which gives that issue manager or person reason to believe that the assumptions do not provide reasonable grounds for the profit forecast; or

(b) a statement by an auditor of the relevant corporation, prepared on the basis of the auditor’s examination of the evidence supporting the assumptions mentioned in paragraph 14 of this Part and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to the auditor’s attention which gives the auditor reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.

Part 7

SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY EXECUTIVES AND EMPLOYEES

Directors and Key Executives

1.  Provide the following information with respect to each of the directors and key executives of the relevant corporation and any employee of the group, such as a scientist, researcher or designer, upon whose work the relevant corporation is dependent:

(a) name, details of past working experience, educational and professional qualifications, if any, and areas of expertise or responsibility in the relevant corporation or, if the relevant corporation is the holding company of a group, in the group;

(b) each principal business activity performed outside the relevant corporation or, if the relevant corporation is the holding company of a group, the group and each principal directorship held at present or in the last 5 years other than in the relevant corporation;

(c) age;

(d) the nature of any family relationship —

(i) between any of the persons named above; or

(ii) between any of the persons named above and any substantial shareholder of the relevant corporation;

(e) any arrangement or understanding with a substantial shareholder, customer or supplier of the relevant corporation or other person, pursuant to which any person mentioned above was selected as a director or key executive of the relevant corporation.

Management Reporting Structure

2.  Provide the management reporting structure of the relevant corporation.

Interest in Shares

3.  Provide the names of each substantial shareholder and director and the chief executive officer of the relevant corporation, and state the number and percentage of shares of each class in which each of them has an interest, whether direct or deemed under section 4 of the Act, as of the latest practicable date and immediately after the offer. Disclose any significant change in the percentage of ownership in the last 3 years prior to the latest practicable date.

4.  Indicate whether the shares in which the persons mentioned in paragraph 3 of this Part have interests carry different voting rights from those shares being offered, or provide an appropriate negative statement.

5.  To the extent known to the relevant corporation, state whether the relevant corporation is directly or indirectly owned or controlled, whether severally or jointly, by any person or government, and if so, give the name of such person or government, and briefly describe the nature of such control, including the amount and proportion of capital held giving a right to vote.

6.  Disclose any contractual undertaking provided by any party to observe a moratorium on the transfer or disposal of his or her interest, within the meaning of section 4 of the Act, in the shares of the relevant corporation.

7.  Describe any known arrangement the operation of which may, at a subsequent date, result in a change in control of the relevant corporation.

Material Background Information

8.  Disclose the following matters concerning a director, key executive or controlling shareholder of the relevant corporation:

(a) whether at any time during the last 10 years, an application or a petition under any bankruptcy laws of any jurisdiction was filed against him or her or against a partnership of which he or she was a partner at the time when he or she was a partner or at any time within 2 years after the date he or she ceased to be a partner;

(b) whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he or she was a director or an equivalent person or a key executive, at the time when he or she was a director or an equivalent person or a key executive of that entity, or at any time within 2 years after the date he or she ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency;

(c) whether there is any unsatisfied judgment against him or her;

(d) whether he or she has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he or she is aware) for such purpose;

(e) whether he or she has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he or she is aware) for such breach;

(f) whether at any time during the last 10 years, judgment has been entered against him or her in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his or her part, or he or she has been the subject of any civil proceedings (including any pending civil proceedings of which he or she is aware) involving an allegation of fraud, misrepresentation or dishonesty on his or her part;

(g) whether he or she has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust;

(h) whether he or she has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust;

(i) whether he or she has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body permanently or temporarily enjoining him or her from engaging in any type of business practice or activity;

(j) whether he or she has ever, to his or her knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of —

(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere;

(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere;

(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or

(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,

in connection with any matter occurring or arising during the period when he or she was so concerned with the entity or business trust;

(k) whether he or she has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere.

Compensation for Services

9.  Disclose, in bands of up to $250,000 —

(a) the amount of compensation paid by the relevant corporation or its subsidiary or subsidiary entity for each of the 2 most recently completed financial years; and

(b) the estimated amount of compensation paid and to be paid by the relevant corporation or its subsidiary or subsidiary entity for the whole of the current financial year,

to —

(i) each director of the relevant corporation;

(ii) the chief executive officer of the relevant corporation; and

(iii) each key executive (not being the chief executive officer or a director) of the relevant corporation who is among the top 5 such key executives of the relevant corporation in terms of amount of compensation or, if the relevant corporation is the holding company of a group, who is among the top 5 such key executives of the group in terms of amount of compensation,

for services rendered by such a person in any capacity to the relevant corporation or its related corporation or related entity.

10.  For the purposes of paragraph 9 of this Part —

(a) compensation includes any benefit in kind; and

(b) compensation that has already been paid includes any deferred compensation accrued for the financial year in question and payable at a later date.

11.  For the purposes of paragraph 9(b) of this Part, any estimated amount of compensation that is to be paid pursuant to any bonus or profit‑sharing plan or any other profit‑linked agreement or arrangement, but which has not yet been paid, may be excluded from the calculation of the estimated amount of compensation in respect of the whole of the current financial year, provided that that fact is stated.

12.  If any portion of the compensation was paid or is to be paid pursuant to any bonus or profit‑sharing plan or any other profit‑linked agreement or arrangement, identify the person to whom such compensation was or is to be paid, and briefly describe the plan, agreement or arrangement and the basis of the person’s participation in the plan, agreement or arrangement.

13.  Paragraph 12 need not be complied with in relation to compensation that was paid or is to be paid in any financial year to persons who are not directors or controlling shareholders, if —

(a) the total amount paid and to be paid pursuant to any such plan, agreement or arrangement to such persons, on an individual basis, did not and will not account for more than 1% of the profit before tax of the relevant corporation or, if the relevant corporation is the holding company of a group, the group, in that financial year; and

(b) the aggregate amount that was paid and the maximum aggregate amount that is to be paid to all such persons under all such plans, agreements or arrangements in that financial year are disclosed.

14.  If any portion of the compensation was paid or is to be paid in the form of stock options, identify the persons to whom such compensation was or is to be paid, and provide the description and number of shares covered by the options, the exercise price, the option purchase price (if any), the period during which the options are exercisable, and the expiration date of the options.

15.  State the total amounts set aside or accrued by the relevant corporation or its subsidiary or subsidiary entity to provide pension, retirement or similar benefits, if any.

16.  Provide details of any existing or proposed service contract, entered or to be entered into by the directors of the relevant corporation with the relevant corporation or its subsidiary or subsidiary entity, which provides for benefits upon termination of employment, or an appropriate negative statement.

17.  For a service contract mentioned in paragraph 16 of this Part with a fixed term, state the term of each such contract, the unexpired term and the name of the relevant director.

18.  Disclose, in bands of up to $50,000, the amount of compensation paid by the relevant corporation, and any subsidiary or subsidiary entity of the relevant corporation, for each of the 2 most recently completed financial years to each employee who is an immediate family member of a director or chief executive officer of the relevant corporation, and whose remuneration exceeds $50,000 during the relevant financial year, or explain why such information is not disclosed.

Board Practices

19.  With respect to each of the directors of the relevant corporation, state the date of expiration of the current term of office, if applicable, and the period for which the person has served in that office.

20.  In respect of the current financial year, provide details relating to the relevant corporation’s audit committee, remuneration committee and nomination committee, if any, including the names of committee members and a summary of the terms of reference under which each committee operates.

Employees

21.  Provide either —

(a) the average number of employees of the relevant corporation or, if the relevant corporation is the holding company of a group, of the group for each of the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus, and the reason for any change in the average number of such employees, if material; or

(b) the number of employees of the relevant corporation or, if the relevant corporation is the holding company of a group, of the group as at the end of each of the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus, and the reason for any change in the number of such employees, if material,

and, if possible, a breakdown of persons employed by activity and geographic location. Disclose information regarding the relationship between management and labour unions. If the relevant corporation or, if the relevant corporation is the holding company of a group, the group employs a significant number of temporary employees, disclose the average number of temporary employees in respect of the most recently completed financial year.

Share Options

22.  Unless otherwise disclosed pursuant to paragraphs 9 to 14 of this Part, provide information as to the options on the shares of the relevant corporation granted to each of the directors and the chief executive officer of the relevant corporation, including, in respect of each option —

(a) the description and number of shares covered by the option;

(b) the exercise price;

(c) the option purchase price (if any);

(d) the period during which the option is exercisable; and

(e) the expiration date of the option.

23.  Describe any arrangement which involves the employees of the relevant corporation and, if the relevant corporation is a holding company, the directors or employees of a subsidiary, a subsidiary entity, an associated company or an associated entity of the relevant corporation, in the capital of the relevant corporation, including any arrangement that involves the issue or grant of options or shares or any other securities or securities‑based derivatives contracts of the relevant corporation.

Part 8

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS

Interested Person Transactions

1.  Provide the following information with respect to each transaction or loan, or proposed transaction or loan, between the beginning of the 3 most recently completed financial years and the latest practicable date, and between the entity at risk and an interested person of the relevant corporation, which are material in the context of the offer:

(a) the nature of the transaction and the quantum involved;

(b) the amount of the loan (including a guarantee of any kind) made by the entity at risk or interested person to or for the benefit of the interested person or entity at risk respectively, such information to include the largest amount outstanding during the period covered, the amount outstanding as at the latest practicable date, the nature of the loan and the transaction in which it was incurred, and the interest rate on the loan.

2.  For each transaction mentioned in paragraph 1 of this Part —

(a) if that transaction has been completed or will be completed at or before the close of the offer, disclose whether or not the transaction has been or will be carried out on an arm’s length basis;

(b) if that transaction will continue after the close of the offer, disclose —

(i) whether or not the transaction has been carried out on an arm’s length basis; and

(ii) the procedure undertaken or which will be undertaken to ensure that the transaction will be carried out on an arm’s length basis; or

(c) if that transaction has been proposed, disclose the procedure which will be undertaken to ensure that such transaction will be carried out on an arm’s length basis.

3.  For each loan mentioned in paragraph 1 of this Part —

(a) if that loan has been repaid or will be repaid at or before the close of the offer, disclose whether or not the loan was made on an arm’s length basis;

(b) if that loan is to be repaid, whether partly or wholly, after the close of the offer, disclose —

(i) whether or not the loan was made on an arm’s length basis; and

(ii) when the loan is intended or required to be repaid; or

(c) if that loan has been proposed, disclose the procedure which will be undertaken to ensure that such loan will be made on an arm’s length basis.

4.  Where transactions or loans between the entity at risk and an interested person of the relevant corporation are similar and recurring in nature or could otherwise be grouped in a meaningful manner, the information required with respect to the transactions or loans in paragraphs 1, 2 and 3 of this Part should be provided on an aggregate basis, if the aggregate of these transactions or loans are material in the context of the offer.

Conflict of Interests

5.  Where a director or controlling shareholder of the relevant corporation or his or her associate has an interest in any entity carrying on the same business or dealing in similar products as the relevant corporation or, if the relevant corporation is the holding company of a group, as the group, disclose —

(a) the name of that entity;

(b) the name of the director or controlling shareholder involved;

(c) the nature and extent of his or her interest in that entity, and the extent to which he or she is involved in the management of that entity either directly or indirectly; and

(d) whether any conflict of interests thereby arising has been or is to be resolved or mitigated and, if so, how it has been or is proposed to be resolved or mitigated.

Interests of Experts

6.  If an expert named in the prospectus —

(a) is employed on a contingent basis by the relevant corporation or its subsidiary or subsidiary entity;

(b) has a material interest, whether direct or indirect, in the shares of the relevant corporation or its subsidiary, or in the equity interests of its subsidiary entity; or

(c) has a material economic interest, whether direct or indirect, in the relevant corporation, including an interest in the success of the offer,

describe the nature and terms of such contingency or interest.

Interests of Underwriters, Financial Advisers, Introducers, or Consultants

7.  If, in the reasonable opinion of the directors, any underwriter, financial adviser, introducer, or consultant engaged by the relevant corporation, in relation to the offer, has a material relationship with the relevant corporation, describe the nature and terms of such relationship.

Part 9

FINANCIAL INFORMATION

1.—(1)  In this Part, unless the context otherwise requires —

“annual financial statements” means any annual financial statements of the relevant corporation or, where the relevant corporation is a holding company, any annual consolidated financial statements of the relevant corporation or any annual combined financial statements of the group;

“auditor” includes, where the relevant corporation has engaged any auditor other than its own in relation to any requirement under this Part, that auditor;

“common control business” means a business that —

(a) at the time of registration of the prospectus, had been acquired by the relevant corporation or any other entity in the group; and

(b) immediately prior to its acquisition by the relevant corporation or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant corporation;

“common control business trust” means a business trust that —

(a) at the time of registration of the prospectus, had been acquired by the relevant corporation or any other entity in the group; and

(b) immediately prior to its acquisition by the relevant corporation or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant corporation;

“common control entity” means an entity that —

(a) at the time of registration of the prospectus, had been acquired by the relevant corporation or any other entity in the group; and

(b) immediately prior to its acquisition by the relevant corporation or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant corporation;

“group” means the group of which the relevant corporation is the holding company;

“interim financial statements” means any interim financial statements of the relevant corporation or, where the relevant corporation is a holding company, any interim consolidated financial statements of the relevant corporation or any interim combined financial statements of the group;

“pro forma financial statements” means any pro forma financial statements of the relevant corporation or, where the relevant corporation is a holding company, of the group;

“underlying financial statements”, in relation to any financial statements which have been restated pursuant to paragraph 8(b)(i) of this Part (called in this definition the restated financial statements), means the financial statements that form the basis for the restated financial statements.

(2)  For the purposes of this Part, a person controls an entity, a business or a business trust if —

(a) subject to sub‑paragraph (b), under the accounting standards adopted by the relevant corporation in the preparation of its annual financial statements; or

(b) where those annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, under the body of accounting standards in accordance with which those annual financial statements have been restated,

had the relevant corporation been a holding company, the person would have been treated, in the preparation of any consolidated financial statements of the relevant corporation or any combined financial statements of the group, as having the capacity to determine the outcome of decisions on the financial and operating policies relating to the entity, business or business trust.

Audited Financial Information

2.  Subject to paragraphs 3 and 7 of this Part, provide —

(a) in a case where the relevant corporation or, if the relevant corporation is a holding company, the relevant corporation or any other entity in the group has acquired any common control entity, common control business or common control business trust between the beginning of the period comprising the 3 most recently completed financial years of the relevant corporation or group, as the case may be, and the date of registration of the prospectus by the Authority —

(i) the annual financial statements of the relevant corporation or, if the relevant corporation is a holding company, its annual consolidated financial statements or the annual combined financial statements of the group for the 3 most recently completed financial years; or

(ii) where —

(A) the relevant corporation has been in existence for less than 3 completed financial years or, if the relevant corporation is a holding company, neither the relevant corporation nor any other entity in the group has been in existence for at least 3 completed financial years; and

(B) no common control entity, common control business or common control business trust has been held and controlled, whether directly or indirectly, by a person who controls the relevant corporation as at the end of the earliest of the 3 most recently completed financial years,

the annual financial statements of the relevant corporation or, if the relevant corporation is a holding company, its annual consolidated financial statements or the annual combined financial statements of the group for each financial year beginning with the financial year in which —

(C) the relevant corporation or, if the relevant corporation is a holding company, the relevant corporation or any other entity in the group came into existence; or

(D) any of the common control entities, common control businesses or common control business trusts was first held and controlled by a person who controls the relevant corporation,

whichever is earlier; or

(b) in any other case, the annual financial statements of the relevant corporation or, if the relevant corporation is a holding company, its annual consolidated financial statements for the 3 most recently completed financial years or, where the relevant corporation has been in existence for less than 3 completed financial years, for each of the financial years during which it has been in existence.

3.  If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year —

(a) the annual financial statements for the most recently completed financial year need not be provided under paragraph 2 of this Part;

(b) a reference to the 3 most recently completed financial years in paragraphs 2 and 7 of this Part is to be construed as a reference to the 3 completed financial years immediately preceding the most recently completed financial year; and

(c) a reference to the most recently completed financial year in paragraphs 2 and 5 of this Part is to be construed as a reference to the financial year immediately preceding the most recently completed financial year.

4.  The annual financial statements to be provided under paragraph 2(a) of this Part must be prepared as if the common control entities, common control businesses or common control business trusts were, at the time they were held and controlled, whether directly or indirectly, by a person who controls the relevant corporation, a part of the relevant corporation or the group, as the case may be, for the relevant financial periods.

5.  If any annual financial statements to be provided under paragraph 2 of this Part relate to a period other than 12 months due to a change in the financial year end of the relevant corporation or the group, as the case may be, the annual financial statements in respect of that financial year and the financial years preceding that financial year must be provided on a restated 12‑month basis, so that the financial year end for each of the restated financial statements corresponds to the financial year end for the most recently completed financial year.

6.  To avoid doubt, where the relevant corporation or any other entity in the group has acquired any asset or any entity, business or business trust (other than a common control entity, common control business or common control business trust), the annual financial statements to be provided under paragraph 2 of this Part must include such asset, entity, business or business trust only from the date of its acquisition by the relevant corporation or the other entity in the group, as the case may be.

7.  The annual financial statements of the relevant corporation or the group, as the case may be, need not be provided under paragraph 2 of this Part in respect of any financial year in which —

(a) the relevant corporation and, if the relevant corporation had acquired any common control business between the beginning of the period comprising the 3 most recently completed financial years and the date of registration of the prospectus by the Authority, all such common control businesses; or

(b) where the relevant corporation is a holding company, the group and, if the relevant corporation or any other entity in the group had acquired any common control entity, common control business or common control business trust between the beginning of the period comprising the 3 most recently completed financial years and the date of registration of the prospectus by the Authority, all such common control entities, common control businesses and common control business trusts,

were dormant or had not commenced any activity as at the end of that financial year.

8.  Each of the annual financial statements to be provided under paragraph 2 of this Part must be —

(a) prepared in accordance with the Singapore Financial Reporting Standards (International) (called in this Part SFRS(I)s), the International Financial Reporting Standards (called in this Part IFRS) or the US Generally Accepted Accounting Principles (called in this Part US GAAP); or

(b) where the annual financial statements are not prepared in accordance with any body of accounting standards mentioned in sub‑paragraph (a) —

(i) restated in accordance with any body of accounting standards mentioned in sub‑paragraph (a);

(ii) if no material adjustments are required to restate the annual financial statements in accordance with any body of accounting standards mentioned in sub‑paragraph (a), accompanied by an opinion from the auditors that this is so; or

(iii) prepared in accordance with such other body of accounting standards as may be approved in any particular case by the Authority.

9.  Despite paragraph 8 of this Part, any of the annual financial statements to be provided under paragraph 2 of this Part that relates to a financial year that begins before 1 January 2018 may be prepared in accordance with the Financial Reporting Standards (called in this Part FRS), if the prospectus discloses —

(a) where all the annual financial statements to be provided under paragraph 2 of this Part relate to financial years that begin before 1 January 2017 —

(i) a description of the differences between the accounting treatment applied when preparing the annual financial statements for the most recently completed financial year in accordance with the FRS, and the accounting treatment applied when preparing those annual financial statements in accordance with the SFRS(I)s;

(ii) an audited reconciliation of net profit after tax for the most recently completed financial year prepared in accordance with the FRS, and the net profit after tax for that financial year prepared in accordance with the SFRS(I)s; and

(iii) an audited reconciliation of net assets for the most recently completed financial year prepared in accordance with the FRS, and the net assets for that financial year prepared in accordance with the SFRS(I)s; or

(b) where any of the annual financial statements to be provided under paragraph 2 of this Part relates to a financial year that begins on or after 1 January 2017 but before 1 January 2018 ––

(i) the annual financial statements relating to the financial year or years beginning before 1 January 2017, if any, that are prepared in accordance with the FRS;

(ii) the annual financial statements relating to the financial year beginning on or after 1 January 2017 but before 1 January 2018 that are prepared in accordance with the FRS, and accompanied by ––

(A) an audited statement of reconciliation of the statement of profit or loss and other comprehensive income for the financial year prepared in accordance with the FRS, and the statement of profit or loss and other comprehensive income for the financial year prepared in accordance with the SFRS(I)s;

(B) an audited statement of reconciliation of the statement of cash flows for the financial year prepared in accordance with the FRS, and the statement of cash flows for the financial year prepared in accordance with the SFRS(I)s;

(C) an audited statement of reconciliation of the statement of financial position for the financial year prepared in accordance with the FRS, and the statement of financial position for the financial year prepared in accordance with the SFRS(I)s;

(D) an audited statement of reconciliation of the statement of changes in equity for the financial year prepared in accordance with the FRS, and the statement of changes in equity for the financial year prepared in accordance with the SFRS(I)s; and

(E) notes to describe any differences between the financial figures of the audited annual financial statements prepared in accordance with the FRS, and the financial figures of the annual financial statements prepared in accordance with the SFRS(I)s; and

(iii) the annual financial statements relating to the financial year or years beginning on or after 1 January 2018, if any, that are prepared in accordance with the SFRS(I)s.

10.  State, in respect of each financial year, the body of accounting standards that was adopted by the relevant corporation in the preparation of the annual financial statements to be provided under paragraph 2 of this Part for that financial year and, where the annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, the body of accounting standards in accordance with which the underlying financial statements have been restated.

11.  Each of the annual financial statements to be provided under paragraph 2 of this Part or, where the annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, the underlying financial statements must be audited in accordance with —

(a) the Singapore Standards on Auditing (called in this Part SSA), the International Standards on Auditing (called in this Part ISA) or the US Generally Accepted Auditing Standards (called in this Part US GAAS);

(b) any body of auditing standards which is not materially different from any body of auditing standards mentioned in sub‑paragraph (a) to the extent applicable to the audit of the annual financial statements; or

(c) such other body of auditing standards as may be approved in any particular case by the Authority.

12.  State, in respect of each financial year, the body of auditing standards that was adopted by the auditors of the relevant corporation in the audit of the annual financial statements to be provided under paragraph 2 of this Part for that financial year or, where the annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, the body of auditing standards that was adopted in the audit of the underlying financial statements.

13.  Where any annual financial statements to be provided under paragraph 2 of this Part or, if the annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, the underlying financial statements are audited in accordance with any body of auditing standards mentioned in paragraph 11(b) of this Part, include in the prospectus an opinion from the auditors of the relevant corporation that there are no material differences between the body of auditing standards adopted in the audit of the annual financial statements or underlying financial statements, as the case may be, and the SSA, ISA or US GAAS to the extent applicable to the audit of the annual financial statements or underlying financial statements.

14.  Subject to paragraph 15 of this Part, each of the annual financial statements to be provided under paragraph 2 of this Part must be accompanied by —

(a) the audit report in respect of the annual financial statements or, if the auditors have refused to issue an audit report in respect of the annual financial statements, a statement highlighting and providing the reasons for the auditors’ refusal;

(b) a statement identifying the auditors who audited the annual financial statements and the membership or memberships of each auditor in any professional body or bodies; and

(c) if the audit report in respect of the annual financial statements contains any material qualification, modification or disclaimer, a statement highlighting and providing the reasons for the qualification, modification or disclaimer in the prospectus.

15.  Where any annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, state that fact and include in the prospectus in respect of each of the restated financial statements —

(a) an opinion from the auditors of the relevant corporation that nothing has come to their attention that causes them to believe that the restated annual financial statements have not been properly restated in all material respects in accordance with a body of accounting standards mentioned in paragraph 8(a) of this Part;

(b) a statement of reconciliation between the restated annual financial statements and the audited underlying financial statements;

(c) a statement identifying the auditors who audited the underlying financial statements and the membership or memberships of each auditor in any professional body or bodies;

(d) a statement that the underlying financial statements have been audited in accordance with the relevant auditing standards;

(e) either of the following:

(i) a statement that the audit report for the underlying financial statements does not contain any material qualification;

(ii) if the audit report for the underlying financial statements contains any material qualification, modification or disclaimer, a statement setting out in full and providing the reasons for the qualification, modification or disclaimer, as the case may be;

(f) a statement that the auditor for the underlying financial statements has given, and has not withdrawn, his or her written consent to the issue of the prospectus with the inclusion of the statements mentioned in sub‑paragraphs (c), (d) and (e) in the form and context in which they are included in the prospectus; and

(g) a statement that copies of the audited underlying financial statements are available for inspection at a specified place in Singapore for a period of at least 6 months after the date of registration of the prospectus by the Authority.

16.  The annual financial statements to be provided under paragraph 2 of this Part or, where annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, the underlying financial statements must be made up to a date not earlier than 12 months before the date of lodgment of the prospectus.

Interim Financial Information

17.  If the date of lodgment of the prospectus is more than 6 months after the end of the most recently completed financial year for which audited financial statements have been prepared, provide the interim financial statements of the relevant corporation or, where the relevant corporation is a holding company, of the group in accordance with paragraphs 18, 19 and 20 of this Part.

18.  If the date of lodgment of the prospectus is more than 6 months but not more than 9 months after the end of the most recently completed financial year for which audited financial statements have been prepared —

(a) the interim financial statements to be provided under paragraph 17 of this Part must cover at least the first 3 months of the current financial year;

(b) the interim financial statements must be reviewed by the auditors of the relevant corporation but need not be audited; and

(c) the fact that the interim financial statements have only been reviewed but not audited must be stated.

19.  If the date of lodgment of the prospectus is more than 9 months but not more than 12 months after the end of the most recently completed financial year for which audited financial statements were prepared —

(a) the interim financial statements to be provided under paragraph 17 of this Part must cover at least the first 6 months of the current financial year;

(b) the interim financial statements must be reviewed by the auditors of the relevant corporation but need not be audited; and

(c) the fact that the interim financial statements have only been reviewed but not audited must be stated.

20.  If the date of lodgment of the prospectus is more than 12 months but not more than 15 months after the end of the most recently completed financial year for which audited financial statements were prepared —

(a) the interim financial statements to be provided under paragraph 17 of this Part must cover at least the first 9 months of the most recently completed financial year;

(b) the interim financial statements for at least the first 3 months of the most recently completed financial year must be audited;

(c) the interim financial statements for the remaining months of the period covered by the interim financial statements mentioned in sub‑paragraph (a) must be reviewed by the auditors of the relevant corporation but need not be audited; and

(d) the fact that the interim financial statements for the remaining months of the period covered by the interim financial statements mentioned in sub‑paragraph (a) have only been reviewed but not audited must be stated.

21.  The interim financial statements provided must —

(a) in the case where the interim financial statements relate to a period beginning on or after 1 January 2018 and the audited financial statements for the most recently completed financial year provided under paragraph 2 of this Part are prepared in accordance with the FRS, be prepared in accordance with the SFRS(I)s; and

(b) in any other case, be prepared in the format similar to the format of the audited financial statements for the most recently completed financial year provided under paragraph 2 of this Part.

22.  Include the following in the interim financial statements:

(a) comparative figures (other than balance sheet figures) for the same period in the preceding financial year in respect of the relevant corporation or, if the relevant corporation is a holding company, of the group, unless annual financial statements of the relevant corporation or group, as the case may be, have not been provided for the preceding financial year; and

(b) selected note disclosures that explain any event or change which is significant to the understanding of any change in the financial position and results of the relevant corporation or, if the relevant corporation is a holding company, of the group since the last annual reporting date.

23.  Include in the prospectus —

(a) a report by the auditors of the relevant corporation on the audit of the interim financial statements; or

(b) if the interim financial statements are not audited, a report by the auditors on the review of the interim financial statements.

Pro Forma Financial Information

24.  Where —

(a) the relevant corporation, or, if the relevant corporation is a holding company, the relevant corporation or any other entity in the group, has —

(i) acquired or disposed of any asset or any entity, business or business trust (other than a common control entity, common control business or common control business trust); or

(ii) entered into any agreement to acquire or dispose of any asset or any entity, business or business trust (whether or not that entity, business or business trust is a common control entity, common control business or common control business trust),

during the period between the beginning of the most recently completed financial year and the date of registration of the prospectus by the Authority and —

(A) the net book value, or the absolute amount of the profit or loss before tax, of that asset, entity, business or business trust has or would have accounted for 10% or more of the absolute amount of the net assets or net liabilities, or the profit or loss before tax, respectively, of the relevant corporation or of the group (after adjusting for the effects of the group restructuring, where applicable), as the case may be, in respect of the most recently completed financial year; or

(B) the total net book value, or the total absolute amount of the profit or loss before tax, of all of those assets, entities, businesses and business trusts together have or would have accounted for 20% or more of the absolute amount of the net assets or net liabilities, or the profit or loss before tax, respectively, of the relevant corporation or of the group (after adjusting for the effects of the group restructuring, where applicable), as the case may be, in respect of the most recently completed financial year; or

(b) any significant change to the capital structure (including any material distribution) of the relevant corporation, or, if the relevant corporation is a holding company, of the relevant corporation or of any other entity or any business trust in the group, has occurred during the period between the end of the most recently completed financial year and the date of registration of the prospectus by the Authority,

provide pro forma financial statements for the most recently completed financial year and, if interim financial statements of the relevant corporation or of the group have been included in the prospectus, for the period covered by the interim financial statements.

25.  Paragraph 24(a)(i) and (ii) of this Part does not include any acquisition or disposal, or agreement to acquire or dispose, that —

(a) was made in the ordinary course of business by the relevant corporation or, if the relevant corporation is a holding company, by any other entity in the group;

(b) was made in relation to —

(i) a new production line;

(ii) construction‑in‑progress; or

(iii) any other machinery or equipment; and

(c) has been disclosed under paragraph 1(d) or (e) of Part 5 or paragraph 8 of Part 6 of this Schedule.

26.  The pro forma profit and loss statement and pro forma cash flow statement must be prepared —

(a) for the most recently completed financial year; and

(b) where any interim financial statements have been provided (whether under paragraph 17 of this Part or otherwise), for the period covered by the interim financial statements,

as if the acquisition, disposal or significant change had occurred at the beginning of the most recently completed financial year.

27.  The pro forma balance sheet must be prepared —

(a) as at the end of the most recently completed financial year as if the acquisition, disposal or significant change had occurred at the end of that financial year; and

(b) where any interim financial statements have been provided (whether under paragraph 16 of this Part or otherwise), as at the end of the period covered by the interim financial statements, as if the acquisition, disposal or significant change had occurred at the end of the period.

28.  The pro forma profit and loss statement and pro forma cash flow statement need not be provided under paragraph 24 of this Part —

(a) for the most recently completed financial year, if the asset, entity, business or business trust that is the subject of the acquisition, disposal, or agreement for acquisition or disposal was inactive for the whole of that financial year; and

(b) for the period covered by the interim financial statements (if applicable), if the asset, entity, business or business trust was inactive for the whole of the period covered by the interim financial statements.

29.  For the purposes of paragraph 28 of this Part —

(a) an asset is inactive if it is not being used in the course or furtherance of a business;

(b) a business is inactive if —

(i) it has not commenced; or

(ii) it is dormant; and

(c) an entity or a business trust is inactive if it is dormant.

30.  Where the prospectus includes an opinion of the auditors of the relevant corporation that the pro forma profit and loss statement, cash flow statement or balance sheet in respect of the most recently completed financial year or, where any interim financial statements have been provided (whether under paragraph 17 of this Part or otherwise), in respect of the period covered by the interim financial statements, is the same, in all material respects, as the audited annual or interim profit and loss statement, cash flow statement or balance sheet of the relevant corporation, or the audited annual or interim consolidated profit and loss statement, cash flow statement or balance sheet of the relevant corporation, or the audited annual or interim combined profit and loss statement, cash flow statement or balance sheet of the group, as the case may be, which has been included in the prospectus, the pro forma profit and loss statement, cash flow statement or balance sheet, as the case may be, for that financial year or period need not be provided.

31.  In respect of the pro forma financial statements required under paragraph 24 of this Part, state —

(a) that they are prepared for illustrative purposes only and are based on certain assumptions, after making certain adjustments, to show —

(i) what the financial results and cash flows of the relevant corporation or the group, as the case may be, for the most recently completed financial year and, where applicable, the period covered by the interim financial statements would have been, if the acquisition, disposal or significant change had occurred at the beginning of that financial year; and

(ii) what the financial position of the relevant corporation or the group, as the case may be, would have been —

(A) as at the end of the most recently completed financial year, if the acquisition, disposal or significant change had occurred at the end of that financial year; and

(B) where applicable, as at the end of the period covered by the interim financial statements, if the acquisition, disposal or significant change had occurred at the end of that period;

(b) that because of their nature, they may not give a true picture of the actual financial position or results of the relevant corporation or the group, as the case may be;

(c) the basis upon which they are prepared, including the source of each item of information; and

(d) any material adjustment made to any information used in the preparation of the pro forma financial statements and the reason for making that adjustment.

32.  Where pro forma financial statements have been provided for any reason mentioned in paragraph 24(a) of this Part, with respect to the pro forma financial statements —

(a) identify each asset, entity, business or business trust mentioned in paragraph 24(a)(i) and (ii) of this Part;

(b) provide a statement that the pro forma financial statements included in the prospectus have been properly prepared from financial statements relating to —

(i) the assets, entities, businesses and business trusts in the group; and

(ii) the assets, entities, businesses and business trusts mentioned in paragraph 24(a)(i) and (ii) of this Part;

(c) provide a statement —

(i) that the financial statements relating to the assets, entities, businesses and business trusts mentioned in paragraph 24(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant corporation or any other entity in the group) which were used in the preparation of the pro forma financial statements were prepared in accordance with the SFRS(I)s, IFRS or US GAAP; or

(ii) where the financial statements relating to any asset, entity, business or business trust mentioned in paragraph 24(a)(i) and (ii) of this Part (being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant corporation or any other entity in the group) which were used in the preparation of the pro forma financial statements were not prepared in accordance with any body of accounting standards mentioned in sub‑paragraph (i), in respect of each such asset, entity, business or business trust —

(A) that the financial statements relating to that asset, entity, business or business trust were restated in accordance with any body of accounting standards mentioned in sub‑paragraph (i);

(B) that the financial statements relating to that asset, entity, business or business trust were prepared in accordance with such other body of accounting standards as may be approved in any particular case by the Authority; or

(C) if no material adjustments are required to restate the financial statements relating to that asset, entity, business or business trust in accordance with any body of accounting standards mentioned in sub‑paragraph (i), that no material adjustments would be required to restate those financial statements to be in accordance with that body of accounting standards,

and that the financial statements relating to all other assets, entities, businesses and business trusts mentioned in paragraph 24(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant corporation or any other entity in the group) which were used in the preparation of the pro forma financial statements were prepared in accordance with a body of accounting standards mentioned in sub‑paragraph (i); and

(d) state, in respect of each of the financial statements relating to the assets, entities, businesses and business trusts mentioned in paragraph 24(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant corporation or any other entity in the group) which were used in the preparation of the pro forma financial statements, the body of accounting standards that was adopted in the preparation of the financial statements and, where the financial statements have been restated pursuant to sub‑paragraph (c)(ii)(A), the body of accounting standards in accordance with which the financial statements have been restated.

33.  Despite paragraph 32 of this Part, where pro forma financial statements provided for any reason mentioned in paragraph 24(a) of this Part relate to a financial year or interim period that begins before 1 January 2018, the pro forma financial statements may state that the financial statements relating to the assets, entities, businesses and business trusts mentioned in paragraph 24(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant corporation or any other entity in the group) which were used in the preparation of the pro forma financial statements were prepared in accordance with the FRS.

34.  In respect of each of the financial statements relating to the assets, entities, businesses and business trusts mentioned in paragraph 24(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant corporation or any other entity in the group) which are used in the preparation of the pro forma financial statements, state whether or not the financial statements are audited.

35.  In respect of each of the audited financial statements relating to the assets, entities, businesses and business trusts mentioned in paragraph 24(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant corporation or any other entity in the group) which are used in the preparation of the pro forma financial statements —

(a) state the body of auditing standards that was adopted by the auditors in the audit of the financial statements; and

(b) provide a statement identifying the auditors who audited the financial statements, together with the membership or memberships of each auditor in a professional body.

36.  Include, in the prospectus —

(a) a statement that the audit reports for the financial statements mentioned in paragraph 35 of this Part do not contain any material qualification; or

(b) if any of those audit reports contains any material qualification, modification or disclaimer, a statement —

(i) setting out in full the qualification, modification or disclaimer; and

(ii) providing the reason for the qualification, modification or disclaimer.

37.  Include, in the prospectus, an opinion from the auditors of the relevant corporation, that —

(a) the pro forma financial statements have been properly prepared —

(i) on the basis mentioned in paragraph 31(c) of this Part; and

(ii) where the pro forma financial statements have been provided for any reason mentioned in paragraph 24(a) of this Part, in accordance with the matters mentioned in the statements under paragraph 32(b) and (c) of this Part; and

(b) each material adjustment made to the information used in the preparation of the pro forma financial statements is appropriate for the purpose of preparing such financial statements, and is in accordance with —

(i) generally accepted auditing standards in Singapore; or

(ii) such other body of auditing standards as may be approved in any particular case by the Authority.

38.  The pro forma financial statements to be provided under paragraph 24 of this Part must —

(a) in the case of annual financial statements, be —

(i) made up to the date to which the audited financial statements of the relevant corporation or the group for the most recently completed financial year have been made up; and

(ii) prepared in the format similar to the format of the audited financial statements for the most recently completed financial year provided under paragraph 2 of this Part; and

(b) in the case of interim financial statements, be —

(i) made up to the date to which the interim financial statements of the relevant corporation or the group have been made up; and

(ii) prepared in the format similar to the format of the interim financial statements provided under paragraph 16 of this Part.

39.  If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year —

(a) the pro forma financial statements for the most recently completed financial year need not be provided under paragraph 24 of this Part; and

(b) the reference to the most recently completed financial year in paragraphs 24 to 31 and 38 is to be construed as a reference to the financial year immediately preceding the most recently completed financial year.

Change in Accounting Policies

40.  Where there has been any material change to the relevant corporation’s accounting policies, provide a summary of the material change and the reason for and quantitative impact of such change on the financial results of the relevant corporation or, if the relevant corporation is a holding company, of the group for each of the 3 most recently completed financial years. If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year, the reference to the 3 most recently completed financial years in this paragraph is a reference to the 3 most recently completed financial years immediately preceding the most recently completed financial year.

Litigation

41.  Provide information on any legal or arbitration proceedings, including those which are pending or known to be contemplated, which may have, or which have had in the 12 months immediately preceding the date of lodgment of the prospectus, a material effect on the financial position or profitability of the relevant corporation or, where the relevant corporation is a holding company, of the group.

Dividends

42.  Disclose the amount of dividends, if any, paid or declared by the relevant corporation or, if the relevant corporation is a holding company, the relevant corporation or any other entity or business trust in the group (except where the dividends are paid to the relevant corporation or another entity or another business trust in the group), in respect of each class of shares or units for each of the 3 most recently completed financial years and for the period from the end of the most recently completed financial year to the latest practicable date. Provide particulars of each such class of shares or units, and of any case in which no dividends have been paid in respect of any class of shares or units for any of those years or that period. Where dividends have been declared but not paid, state when they will be paid.

43.  Describe the relevant corporation’s dividend policy or, if it does not have a fixed policy, state so.

Significant Changes

44.  Disclose any event (other than any matter disclosed under paragraph 24 of this Part) that has occurred from the end of the period covered by the most recent financial statements included in the prospectus (whether such financial statements are annual financial statements or interim financial statements) to the latest practicable date that may have a material effect on the financial position and results of the relevant corporation or, where the relevant corporation is a holding company, the group or, if there is no such event, provide an appropriate statement to that effect.

Part 10

THE OFFER AND LISTING

Offer and Listing Details

1.  If there is no established market for the shares or units of shares, as the case may be, being offered, provide information regarding the manner of determining the offer price, the exercise price or conversion price, if any, including the person who establishes the price or is responsible for the determination of the price, the various factors considered in such determination and the parameters or elements used as a basis for determining the price.

2.  If —

(a) any of the relevant corporation’s shareholders have pre‑emptive purchase rights; and

(b) the exercise of the rights by the shareholder is restricted, withdrawn or waived,

indicate the reasons for such restriction, withdrawal or waiver, the beneficiary of such restriction, withdrawal or waiver, if any, and the basis for the offer price.

3.  If shares or units of shares, as the case may be, of the same class as that being offered are listed for quotation or quoted on any approved exchange or overseas exchange, disclose the following information regarding the price history of such shares or units of shares:

(a) the annual highest and lowest market prices for the 3 most recently completed financial years or, if such shares or units of shares are listed for quotation or quoted on the approved exchange or overseas exchange for less than 3 completed financial years, for each financial year since the date on which the shares or units of shares are so listed or quoted;

(b) the highest and lowest market prices for each financial quarter of the 2 most recently completed financial years and any subsequent financial quarters before the date of lodgment of the prospectus or, if the shares or units of shares are listed for quotation or quoted on the approved exchange or overseas exchange for less than 2 completed financial years, for each financial quarter from the date on which the shares or units of shares are so listed or quoted, to the latest practicable date;

(c) the highest and lowest market prices for each of the last 6 months before the date of lodgment of the prospectus or, if the shares or units of shares are listed for quotation or quoted on the approved exchange or overseas exchange for less than 6 months, for each month from the date on which the shares or units of shares are so listed or quoted, to the latest practicable date;

(d) the closing market prices on the last trading day before the announcement of the offer and (if different) on the latest practicable date.

4.  Disclose any significant trading suspension that has occurred on the approved exchange or overseas exchange during the 3 years immediately preceding the latest practicable date or, if the shares or units of shares are listed for quotation or quoted for less than 3 years, during the period from the date on which the shares or units of shares were first listed or quoted to the latest practicable date. If the shares or units of shares are not regularly traded on an approved exchange or overseas exchange, provide information on any lack of liquidity.

5.  State the type and class of the shares or units of shares, as the case may be, being offered or listed and —

(a) indicate whether the shares or units of shares are registered shares or bearer shares, provide the number of shares or units of shares to be issued and made available to the market for each kind of share or unit of share and, where applicable, state the minimum and maximum offer prices;

(b) describe any coupon; and

(c) describe the arrangement for transfer and any restriction on the free transferability of the shares or units of shares.

6.  If the rights evidenced by the shares or units of shares, as the case may be, being offered are or may be materially limited or qualified by the rights evidenced by any other class of shares or units of shares or by the provisions of any contract or other documents, include information regarding such limitation or qualification and its effect on the rights evidenced by the shares or units of shares being offered.

7.  With respect to securities or securities‑based derivatives contracts other than common or ordinary shares being offered, outline briefly the rights evidenced thereby as follows:

(a) if subscription warrants or rights are offered —

(i) provide a description of and state the amount of shares or units of shares, as the case may be, which will be issued pursuant to the exercise of such warrants or rights;

(ii) state the amount of warrants or rights outstanding;

(iii) disclose the provisions for changes to or adjustments in the exercise price;

(iv) state the period during which and the price at which the warrants or rights are exercisable; and

(v) disclose any other material terms of such warrants or rights;

(b) where convertible shares or stock purchase warrants to be offered are subject to redemption or call —

(i) describe the conversion terms of the shares or material terms of the warrants, including whether the right to convert into or purchase the shares or stocks will be forfeited unless it is exercised before the date specified in the notice of redemption or call;

(ii) state the expiration or termination date of the warrants;

(iii) state the kind, frequency and timing of notice of the redemption or call, including where the notice will be published; and

(iv) in the case of bearer securities or securities‑based derivatives contracts, state that investors are responsible for making arrangements to prevent loss of the right to convert or purchase in the event of redemption or call.

Plan of Distribution

8.  To the extent known to the relevant corporation, indicate whether any person intends to subscribe for more than 5% of the offering.

9.  Identify any group of targeted potential investors to whom the shares or units of shares, as the case may be, are being offered. If the offer is being made simultaneously in the markets of 2 or more countries and if a tranche has been or is being reserved for any of these countries, indicate any such tranche.

10.  If the shares or units of shares, as the case may be, are reserved for allotment or allocation to any group of targeted investors, for example, existing shareholders, directors, or employees or past employees of the relevant corporation or its subsidiary or subsidiary entity, provide details of these and any other preferential allocation arrangements.

11.  Indicate whether the amount of the shares or units of shares, as the case may be, being offered can be increased, such as by the exercise of an underwriter’s over‑allotment option or “greenshoe option”, and state the exercise period of and amount under such option.

12.  Indicate the amount, and outline briefly the plan of distribution, of any shares or units of shares, as the case may be, that are to be offered otherwise than through underwriters. If the shares or units of shares are to be offered through the selling efforts of any broker or dealer, describe the plan of distribution and the terms of any agreement or understanding with such entities. If known, identify each broker or dealer that will participate in the offer and state the amount to be offered through each broker or dealer.

13.  If the shares or units of shares, as the case may be, are to be offered in connection with the writing of exchange‑traded call options, describe briefly such transactions.

14.  If simultaneously or almost simultaneously with the creation of the shares or units of shares, as the case may be, being offered —

(a) shares or units of shares of the relevant corporation which are of the same class are subscribed for or placed privately; or

(b) shares or units of shares of the relevant corporation which are of other classes are created for public or private placing,

provide details of the nature of such subscriptions or placings and of the number and characteristics of the shares or units of shares to which they relate.

15.  Unless otherwise described under paragraph 13 of Part 11 of this Schedule, provide a summary of the features of the underwriting relationship together with the amount of shares or units of shares, as the case may be, being underwritten by each underwriter. Include a statement as to whether the arrangement is one under which the underwriters are or will be committed to take and to pay for all of the shares or units of shares, or an agency or “best efforts” type of arrangement under which the underwriters are required to take and to pay for only such shares or units of shares as they may sell to the public.

Markets

16.  Identify the approved exchange or overseas exchange on which shares or units of shares, as the case may be, of the same class as those being offered are already listed for quotation or quoted, or on which permission to list for quotation or quote the shares or units of shares is being or is proposed to be sought.

17.  When permission to list for quotation or quote on any approved exchange or overseas exchange is being or is proposed to be sought in respect of the firstmentioned shares or units of shares in paragraph 16 of this Part, or the shares or units of shares which are the subject of the current offer, state that fact without creating the impression that the application for permission will necessarily be approved. If known, provide the dates on which such shares or units of shares will be listed for quotation or quoted and on which trading will commence.

Vendors

18.  Provide the following information:

(a) the name and address of the person (not being the relevant corporation) offering to sell the shares or units of shares, as the case may be, and the nature of any position, office or other material relationship that such person has had with the relevant corporation or, if the relevant corporation is the holding company of a group, with the group within the period of 3 years before the date of lodgment of the prospectus;

(b) the number and class of shares or units of shares, as the case may be, being offered by the person, and the percentage of the existing and the enlarged equity capital that such shares constitute;

(c) the number and percentage of the shares or units of shares, as the case may be, for each class of shares or units of shares, as the case may be, in which the person has an interest, whether direct or deemed, both as of the latest practicable date and immediately after the offer.

Dilution

19.  Where there is a substantial disparity between the public offer price and the effective cash cost to a director or substantial shareholder of the relevant corporation, or his or her associate, of shares or units of shares, as the case may be, acquired by him or her at any time during the period of 3 years before the date of lodgment of the prospectus, or which he or she has the right to acquire, provide a comparison of the public contribution in the proposed public offering and the effective cash contribution of such person.

20.  Disclose the amount and percentage of immediate dilution resulting from the offer, computed as the difference between the offer price per share and the net asset value per share for the equivalent class of security, as of the latest balance sheet date after adjusting for the effects of the offer, and any disposal or acquisition which occurred between the latest balance sheet date and the date of the registration of the prospectus by the Authority, on the net asset value per share.

21.  Where the information required in paragraphs 19 and 20 of this Part has been prepared using certain assumptions and after making certain adjustments on a pro forma basis, state such fact.

Part 11

ADDITIONAL INFORMATION

Share Capital

1.  State the amount of issued share capital in respect of the relevant corporation as of the latest practicable date and, for each class of share capital, provide the following information:

(a) the number of shares issued and fully paid;

(b) the number of shares issued but not fully paid;

(c) a reconciliation of the number of shares outstanding at the beginning and end of the most recently completed financial year.

2.  If more than 10% of capital has been paid for with assets other than cash within the period of 3 years before the date of lodgment of the prospectus, state that fact.

3.  If there are shares in the relevant corporation not representing capital, state the number and main characteristics of such shares.

4.  Indicate the number of shares in the relevant corporation held by or on behalf of the relevant corporation itself or by its subsidiary or subsidiary entity.

5.  Where there is, in respect of the relevant corporation, an undertaking to increase the capital, state —

(a) the amount of such capital increase and, where appropriate, the duration of the undertaking;

(b) the categories of persons having preferential subscription rights for such additional portions of capital; and

(c) the terms, arrangements and procedures for the share issue corresponding to such portions.

6.  Provide information regarding any securities or securities‑based derivatives contracts of the relevant corporation or, if the relevant corporation is the holding company of a group, of any entity in the group which any person has, or has the right to be given, an option to subscribe for or purchase, including —

(a) the identity of that person;

(b) a description of and the amount of securities or securities‑based derivatives contracts covered by the option;

(c) the purchase price of the option, if any;

(d) the exercise price; and

(e) the period during which the option is exercisable,

or an appropriate statement to the effect that there are no such securities or securities‑based derivatives contracts.

7.  Where the option or right mentioned in paragraph 6 of this Part has been given, or it has been agreed that the option or right will be given, to —

(a) all the holders of the shares in or debentures of the relevant corporation;

(b) all the holders of the shares in or debentures of any entity in a group, if the relevant corporation is the holding company of such group; or

(c) employees of the relevant corporation or, if the relevant corporation is the holding company of a group, of any entity in the group under an employees’ share option scheme,

it will be sufficient to state that fact without giving names.

8.  Provide a history of share capital of the relevant corporation or, if the relevant corporation is the holding company of a group, of each entity in the group for the period of 3 years before the latest practicable date, identifying any event during such period which has changed the amount of the issued share capital or the number and classes of shares of which it was composed, together with a description of changes in voting rights attached to the various classes of shares during that time. Give details of the price and terms of any issue, including particulars of any consideration that is not cash (including information regarding any discount, special term or instalment payment term). If there is no such issue, give an appropriate negative statement. Provide also the reason for any reduction of the amount of the share capital and the ratio of capital reductions.

9.  Provide an indication of the resolutions, authorisations and approvals by virtue of which any shares or units of shares of the relevant corporation may be issued, the nature and amount of the issue, and the number of shares or units of shares which may be issued, if predetermined.

Constituent Documents of Relevant Corporation

10.  Provide the following information in respect of the relevant corporation:

(a) the relevant corporation’s registration number, if applicable;

(b) a summary of the provisions of the relevant corporation’s constituent documents and by‑laws with respect to —

(i) a director’s power to vote on a proposal, arrangement or contract in which he or she is interested;

(ii) a director’s power to vote on remuneration (including pension or other benefits) for himself or herself or for any other director, and whether the quorum at a meeting of the board of directors to vote on directors’ remuneration may include the director whose remuneration is the subject of the vote;

(iii) the borrowing powers exercisable by the directors and how such borrowing powers may be varied;

(iv) the retirement or non-retirement of a director under an age limit requirement; and

(v) the number of shares, if any, required for the qualification of a director;

(c) a summary of the material provisions of the relevant corporation’s constituent documents and by‑laws with respect to —

(i) the rights, preferences and restrictions attaching to each class of shares;

(ii) any change in capital;

(iii) any change in the respective rights of the various classes of shares including the action necessary to change the rights, indicating where the conditions are different from those required by the applicable law; and

(iv) any time limit after which a dividend entitlement will lapse and an indication of the party in whose favour this entitlement then operates.

11.  Describe any limitation on the right to own shares, including limitations on the right of non‑resident or foreign shareholders to hold or exercise voting rights on the shares imposed by law or by the constituent documents of the relevant corporation, or state that there are no such limitations if that is the case.

12.  With respect to paragraphs 10 and 11 of this Part, if the law applicable to the relevant corporation in these areas is significantly different from that in Singapore, explain the effect of the law in these areas.

Material Contracts

13.  Provide a summary of each material contract, other than a contract entered into in the ordinary course of business, to which the relevant corporation or, if the relevant corporation is the holding company of a group, any member of the group is a party, for the period of 2 years before the date of lodgment of the prospectus, including the parties to the contract, the date and general nature of the contract and the amount of any consideration passing to or from the relevant corporation or any other member of the group, as the case may be.

Exchange Controls

14.  Describe any law, governmental decree or regulatory requirement, or any other requirement, that may affect the repatriation of capital and the remittance of profits by or to the relevant corporation. Also, explain how they would impact on the availability of cash and cash equivalents for use by the relevant corporation and the remittance of dividends, interest or other payments to shareholders of the relevant corporation.

Taxation

15.  Provide information regarding taxes (including withholding provisions) to which shareholders of the relevant corporation may be subject. If the relevant corporation is incorporated outside Singapore, the information must include whether the relevant corporation assumes responsibility for the withholding of tax at source and applicable provisions of any reciprocal tax treaties between the home country of the relevant corporation and Singapore, or a statement, if applicable, that there are no such treaties.

Dividends

16.  Disclose any dividend restriction, the date on which the entitlement to dividends arises, if known, and any procedure for shareholders of the relevant corporation to claim dividends.

Statements by Experts

17.  Where a statement or report attributed to a person as an expert is included in the prospectus, provide such person’s name, address and qualifications.

18.  Where the prospectus contains any statement (including what purports to be a copy of, or extract from, a report, memorandum or valuation) made by an expert —

(a) state the date on which the statement was made;

(b) state whether or not it was prepared by the expert for the purpose of incorporation in the prospectus; and

(c) include a statement that the expert has given, and has not withdrawn, his or her written consent to the issue of the prospectus with the inclusion of the statement in the form and context in which it is included in the prospectus.

19.  The information mentioned in paragraphs 17 and 18 of this Part need not be provided in the prospectus if the statement attributed to the expert is a statement to which the exemption under regulation 33(1) applies.

Consents from Issue Managers and Underwriters

20.  Where a person is named in the prospectus as the issue manager or underwriter (but not a sub‑underwriter) to the offer, include a statement that the person has given, and has not withdrawn, his or her written consent to being named in the prospectus as the issue manager or underwriter, as the case may be, to the offer.

Documents for Inspection

21.  Provide a statement that for a period of at least 6 months after the date of registration by the Authority of the prospectus, the following documents (or copies of the documents), where applicable, may be inspected at a specified place in Singapore:

(a) the constituent documents of the relevant corporation;

(b) every material contract mentioned in the prospectus or, where the contract is not reduced into writing, a memorandum giving full particulars of the contract;

(c) the directors’ service contracts mentioned in the prospectus;

(d) every report, memorandum, letter, valuation, statement or other document by any expert any part of which is included or mentioned in the prospectus;

(e) if the relevant corporation is not the holding company of a group, the audited financial statements of the relevant corporation for each of the financial years for which audited financial statements of the relevant corporation have been included in the prospectus;

(f) if the relevant corporation is the holding company of a group, the respective audited financial statements of the entities, businesses or business trusts in the group (being entities, businesses or business trusts which have audited financial statements) for each of the financial years for which audited financial statements of the relevant corporation have been included in the prospectus;

(g) if the relevant corporation is the holding company of a pro forma group and pro forma financial statements have been included in the prospectus, the respective audited financial statements of the entities, businesses or business trusts in the pro forma group (being entities, businesses or business trusts which have audited financial statements), other than the entities, businesses or business trusts mentioned in sub‑paragraph (f), for the financial year in respect of which pro forma financial statements have been included in the prospectus;

(h) any interim financial statements of the relevant corporation, group or pro forma group, as the case may be, which are included in the prospectus, whether or not pursuant to Part 9 of this Schedule;

(i) in the case of a corporation incorporated in Singapore, all notes, reports or information relating to the financial statements mentioned in sub‑paragraphs (e), (f), (g) and (h) which are required to be prepared under the Companies Act;

(j) where the financial statements mentioned in this paragraph have been restated pursuant to paragraph 8(b)(i) or 32(c)(ii)(A) of Part 9 of this Schedule, the restated annual financial statements and the audited annual financial statements which form the basis for the restated annual financial statements.

SIXTH SCHEDULE

Regulations 2(3), 9(1)(b) and 41(2)(b)

Particulars to be included under section 243(1) of Act in prospectus for offer of shares or units of shares in case mentioned in regulation 9(1)( b )

Part 1

FRONT COVER

1.  On the front cover of the prospectus, provide —

(a) the date of registration of the prospectus or, in the case of a supplementary prospectus or replacement prospectus, the date of lodgment of the supplementary prospectus or replacement prospectus;

(b) the following statements:

(i) “This document is important. Before making any investment in the securities being offered, you should consider the information provided in this document carefully, and consider whether you understand what is described in this document. You should also consider whether an investment in the securities being offered is suitable for you, taking into account your investment objectives and risk appetite. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. You are responsible for your own investment choices.”;

(ii) “A copy of this prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the prospectus. Registration of the prospectus by the Authority does not imply that the Securities and Futures Act, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the shares or units of shares, as the case may be, being offered for investment.”;

(c) the name of the corporation (called in this Schedule the relevant corporation) in respect of which the shares or units of shares, as the case may be, are being offered, and its country of incorporation; and

(d) a statement that no shares or units of shares, as the case may be, may be allotted or allocated on the basis of the prospectus later than 6 months after the date of registration of the prospectus by the Authority.

Part 2

IDENTITY OF DIRECTORS, KEY EXECUTIVES, ADVISERS AND AGENTS

Directors and Key Executives

1.  Provide the names, addresses and occupations of each of the directors and key executives of the relevant corporation.

Company Secretary

2.  Provide the name and professional qualifications of the company secretary, if any, of the relevant corporation.

Advisers

3.  Provide the names and addresses of —

(a) the principal banker or bankers —

(i) of the relevant corporation; and

(ii) where the relevant corporation is the holding company of a group, of the group;

(b) the issue manager to the offer;

(c) the underwriter to the offer, if any;

(d) the legal adviser for or in relation to the offer;

(e) the introducer, if any; and

(f) the consultant, if any, engaged by the relevant corporation to assist in —

(i) any group restructuring exercise to be undertaken by the relevant corporation in conjunction with the offer; or

(ii) the issue of securities or securities‑based derivatives contracts to investors during the period of 12 months prior to the date of lodgment of the prospectus, for the purposes of facilitating the offer.

Auditors

4.  Provide the names, addresses and professional qualifications (including any membership in a professional body) of the relevant corporation’s auditors for the 3 most recently completed financial years. If applicable, provide also the name, address and professional qualifications (including any membership in a professional body) of any other auditor engaged by the relevant corporation in relation to the requirements under Parts 6 and 9 of this Schedule.

5.  In a case where 2 or more persons are engaged by the relevant corporation to jointly audit, report on or prepare financial information for the relevant corporation, all of these persons are treated as auditors for the purposes of the requirements under Parts 6 and 9 of this Schedule if at least one of these persons satisfies the definition of auditor in section 2(1) of the Act.

Registrars and Agents

6.  Provide the names and addresses of the relevant corporation’s share registrars, transfer agents and receiving bankers for the shares or units of shares, as the case may be, being offered.

Part 3

OFFER STATISTICS AND TIMETABLE

Offer Statistics

1.  For each method of offer, state the offer price and the number of shares or units of shares, as the case may be, being offered, but if the offer price or number of shares or units of shares being offered has not been fixed at the time of registration of the prospectus by the Authority, state —

(a) (if the offer price has not been fixed) the range of prices within which the shares or units of shares are being offered;

(b) (if the number of shares or units of shares has not been fixed) the range of number of shares or units of shares which are being offered; and

(c) how and when the final offer price and the number of shares or units of shares will be published.

2.  To avoid doubt, where the number of shares or units of shares can be increased beyond the range of number of shares or units of shares stated in paragraph 1(b) of this Part, such as by the exercise of an underwriter’s over‑allotment option or “greenshoe option”, the amount by which the offer can be increased must be disclosed under paragraph 11 of Part 10 of this Schedule.

Method and Timetable

3.  Provide the information mentioned in paragraphs 4 to 9 of this Part to the extent applicable to —

(a) the offer procedure; and

(b) where there is more than one group of targeted potential investors and the offer procedure is different for each group, the offer procedure for each group of targeted potential investors.

4.  State the time at, date on, and period during which the offer will be kept open, and the name and address of the person to whom the purchase or subscription applications are to be submitted. If the exact time, date or period is not known on the date of the registration of the prospectus by the Authority, describe the arrangements for announcing the definitive time, date or period. State the circumstances under which the offer period may be extended or shortened, and the duration by which the period may be extended or shortened. Describe the manner in which any extension or early closure of the offer period must be made public.

5.  Where the offer price or number of shares or units of shares being offered has not been fixed at the time of registration of the prospectus by the Authority, state the method by which the offer price or number of shares or units of shares, as the case may be, is to be determined.

6.  State the method and time limit for paying up for the shares or units of shares, as the case may be, being offered and where payment is to be partial, the manner in which, and dates on which, amounts due are to be paid.

7.  State, where applicable, the methods of and time limits for —

(a) the delivery of the documents evidencing title to the shares or units of shares, as the case may be, being offered (including temporary documents of title, if applicable) to subscribers or purchasers; and

(b) the book‑entry transfers of the shares or units of shares, as the case may be, being offered in favour of subscribers or purchasers.

8.  In the case of any pre-emptive rights to subscribe for or purchase the shares or units of shares, as the case may be, being offered, state the procedure for the exercise of any right of pre‑emption, the negotiability of such rights and the treatment of such rights which are not exercised.

9.  Provide a full description of the manner in which results of the allotment or allocation of the shares or units of shares, as the case may be, being offered are to be made public and, where appropriate, the manner for refunding excess amounts paid by applicants (including whether interest will be paid).

Part 4

KEY INFORMATION

Use of Proceeds from Offer and Expenses Incurred

1.  In the same section, provide the information set out in paragraphs 2 to 7 of this Part.

2.  Disclose the estimated amount of the proceeds from the offer (net of the estimated amount of expenses incurred in connection with the offer) (called in this paragraph and paragraph 3 of this Part the net proceeds). Where only a part of the net proceeds will go to the relevant corporation, indicate the amount of the net proceeds that will be raised by the relevant corporation. If none of the proceeds will go to the relevant corporation, provide a statement of that fact.

3.  Disclose how the net proceeds raised by the relevant corporation from the offer will be allocated to each principal intended use. If the anticipated proceeds will not be sufficient to fund all of the intended uses, disclose the order of priority of such uses, as well as the amount and sources of other funds needed. Disclose also how the proceeds will be used pending their eventual utilisation for the proposed uses. Where specific uses are not known for any portion of the proceeds, disclose the general uses for which the proceeds are proposed to be applied. Where the offer is not fully underwritten on a firm commitment basis, state the minimum amount which, in the reasonable opinion of the directors of the relevant corporation, must be raised by the offer of shares or units of shares, as the case may be.

4.  For each dollar of the proceeds from the offer that will be raised by the relevant corporation, state the estimated amount that will be allocated to each principal intended use and the estimated amount that will be used to pay for expenses incurred in connection with the offer.

5.  If any material part of the proceeds to be raised by the relevant corporation will be used, directly or indirectly, to acquire or refinance the acquisition of any asset, business or entity, briefly describe the asset, business or entity and state its purchase price. Provide information on the status of the acquisition and the estimated completion date. Where funds have already been expended for the acquisition, state the amount that has been paid by the relevant corporation, or, if the relevant corporation is a holding company, the amount that has been paid by the relevant corporation or any other entity in the group as at the latest practicable date. If the asset, business or entity has been or will be acquired from an interested person of the relevant corporation, identify the interested person and state how the cost to the relevant corporation is or will be determined and whether the acquisition is on an arm’s length basis.

6.  If any material part of the proceeds to be raised by the relevant corporation will be used to discharge, reduce or retire the indebtedness of the relevant corporation or, if the relevant corporation is the holding company of a group, of the group, describe the maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds giving rise to such indebtedness were put.

7.  In the section containing the information mentioned in paragraphs 2 to 6 of this Part or in an adjoining section —

(a) disclose the amount of discount or commission per share or per unit of share, as the case may be, agreed upon between the underwriter, or other placement or selling agent in relation to the offer, and —

(i) the relevant corporation; or

(ii) the holder of shares or units of shares in the relevant corporation who is selling such shares or units of shares;

(b) provide a reasonably itemised statement of the major expenses incurred in connection with the offer and the issue and distribution of the shares or units of shares, as the case may be, being offered (in absolute terms and as a percentage of the total amount of the offer) that are payable by, or on behalf of, the relevant corporation;

(c) if any expenses are to be paid by a person on behalf of the relevant corporation, identify the person; and

(d) indicate the amount of any expense specifically charged to the subscriber or purchaser of the shares or units of shares, as the case may be, being offered.

The information may be given subject to future contingencies. Where the amount of any item is not known, estimates (identified as such) must be given.

Risk Factors

8.  Disclose, in a specific section with the heading “Risk Factors”, the risk factors that are specific to the relevant corporation and its industry as well as the shares or units of shares, as the case may be, being offered, which had materially affected or could materially affect, directly or indirectly, the relevant corporation’s financial position and results and business operations, and investments by holders of shares or units of shares, as the case may be, in the relevant corporation. Where possible, state the extent to which the relevant corporation’s financial position or results had been or could be affected by the risk factor.

Part 5

INFORMATION ON THE RELEVANT CORPORATION

History of the Relevant Corporation

1.  Provide the following information:

(a) the date of incorporation and, where the constituent documents of the relevant corporation provide a limit as to the duration for which the relevant corporation is to exist, such duration;

(b) the legal form of the relevant corporation, the legislation under which it operates, the address and telephone and facsimile numbers of its registered office and principal place of business (if different from those of its registered office), and the email address of the relevant corporation or a representative of the relevant corporation;

(c) the length of time for which the business of the relevant corporation or, if the relevant corporation is the holding company of a group, of the group has been carried on;

(d) a description of each material expenditure on and divestment of capital investment by the relevant corporation or, if the relevant corporation is the holding company of a group, by the group which is in progress, including the geographical location of the investment and the method of financing.

Business Overview

2.  Provide the following information in respect of the relevant corporation:

(a) the nature of the operations and principal activities, the main categories of products sold and services performed and any significant new product or service introduced for each of the 3 most recently completed financial years;

(b) the principal markets in which the relevant corporation competes;

(c) whether the main business is seasonal in nature and, if so, details of such seasonal nature;

(d) whether the business or profitability of the relevant corporation is materially dependent on any patent or licence, industrial, commercial or financial contract (including a contract with a customer or supplier) or new manufacturing process;

(e) any material effect of government regulations on the business, identifying the regulatory body.

3.  In paragraph 2 of this Part, a reference to the relevant corporation is, if the relevant corporation is the holding company of a group, a reference to the group.

4.  Where the relevant corporation has made any statement regarding its position in comparison with its competitors, disclose the basis for such statement.

Organisational Structure

5.  If the relevant corporation is part of a group, briefly describe the group, and the relevant corporation’s position within the group. If the relevant corporation is the holding company of a group, provide information on every subsidiary, subsidiary entity, associated company and associated entity of the relevant corporation, being a subsidiary, a subsidiary entity, an associated company or an associated entity, as the case may be, the absolute amount of the net assets, net liabilities or profit or loss before tax of which accounts for 10% or more of the absolute amount of the net assets, net liabilities or profit or loss before tax, respectively, of the group for any of the 3 most recently completed financial years. Such information must include the name, country of incorporation or constitution, principal place of business, principal activities, proportion of ownership interest of the relevant corporation and, if different, proportion of voting power held by the relevant corporation.

Fixed Assets

6.  Provide information regarding any material tangible fixed asset of the relevant corporation, including any leased property and any major encumbrances thereon.

7.  Describe briefly every regulatory requirement and environmental issue that may materially affect the relevant corporation’s utilisation of any of its material tangible fixed assets.

8.  In paragraphs 6 and 7 of this Part, a reference to the relevant corporation is, if the relevant corporation is the holding company of a group, a reference to the group.

Part 6

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

1.  Information required under this Part must be provided in respect of the relevant corporation or, if the relevant corporation is the holding company of a group, of the group.

Operating Results

2.  In respect of each of the 2 most recently completed financial years for which audited financial statements have been included in the prospectus and any interim period for which interim financial statements have been included in the prospectus, provide a brief narrative of the extent to which any material change in net sales or revenue, as compared to the previous financial year or previous corresponding interim period, is attributable to a change in the price or volume of products being sold or services being performed, or to the introduction of a new product or service as compared to the previous corresponding period. Where the change in price or volume of products sold or services performed is due to any particular reason or factor, provide details of such reason or factor.

3.  In respect of each financial year for which audited financial statements have been included in the prospectus and any interim period for which interim financial statements have been included in the prospectus, describe briefly any significant factor, including any unusual or infrequent event or new development, which materially affected profit or loss before tax of the relevant corporation.

Liquidity and Capital Resources

4.  Provide the following information regarding liquidity (both short and long term):

(a) a statement by the directors of the relevant corporation as to whether, in their reasonable opinion, the working capital available to the relevant corporation or, if the relevant corporation is the holding company of a group, to the group, as at the date of lodgment of the prospectus, is sufficient for at least the next 12 months and, if insufficient, how the additional working capital considered by the directors to be necessary is proposed to be provided;

(b) a brief evaluation of the material sources and amounts of cash flows from operating, investing and financing activities in respect of —

(i) the most recently completed financial year for which an audited cash flow statement has been included in the prospectus; and

(ii) if an interim cash flow statement has been included in the prospectus, the period covered by the interim cash flow statement;

(c) a summary of the nature and extent of any legal, financial or economic restriction on the ability of a subsidiary or subsidiary entity of the relevant corporation to transfer funds to the relevant corporation in the form of cash dividends, loans or advances, and the impact such restrictions have had or are expected to have on the ability of the relevant corporation to meet its cash obligations;

(d) if the relevant corporation or any other entity in the group is in breach of any of the terms and conditions or covenants associated with any credit arrangement or bank loan which could materially affect the relevant corporation’s financial position and results or business operations, or the investments by holders of shares or units of shares, as the case may be, in the relevant corporation —

(i) a statement of that fact;

(ii) details of the credit arrangement or bank loan; and

(iii) any action taken or to be taken by the relevant corporation or other entity in the group, as the case may be, to rectify the situation (including the status of any restructuring negotiations or agreement, if applicable).

5.  When ascertaining for the purposes of paragraph 4(a) of this Part whether working capital is sufficient, any financing facilities which are not available as at the date of lodgment of the prospectus must not be included, but net proceeds from the offer may be taken into account if the offer is fully underwritten. Where the offer is not fully underwritten, minimum net proceeds may be included only if it is an express condition of the offer that minimum net proceeds are to be raised and that the application moneys will be returned to investors if the minimum net proceeds are not raised.

6.  Provide information on any material commitment for capital expenditures as of the latest practicable date and indicate the general purpose of such commitment and the anticipated source of funds needed to fulfil such commitment.

7.  Where the amount of trade receivables is material, provide information on the relevant corporation’s credit policy, the circumstances under which credit terms may be extended, the average collection period for each of the 3 most recently completed financial years and any interim period for which interim financial statements have been included in the prospectus, and any material exposure to doubtful trade receivables for each of the 3 most recently completed financial years and any interim period for which interim financial statements have been included in the prospectus. If the amount of trade receivables as at the end of the most recently completed financial year or as at the end of any interim period for which interim financial statements have been included in the prospectus, was material, state the amount which has been collected as of the latest practicable date.

Research and Development

8.  Where research and development activities are material to the relevant corporation’s business, provide a brief description of the research and development policies of the relevant corporation for the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus.

Trend Information and Profit Forecast or Profit Estimate

9.  Discuss —

(a) the business and financial prospects for the next 12 months from the latest practicable date; and

(b) any other known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on net sales or revenues, profitability, liquidity or capital resources for at least the current financial year, or that may cause financial information disclosed in the prospectus to be not necessarily indicative of the future operating results or financial condition of the relevant corporation. Where there are no such trends, uncertainties, demands, commitments or events, provide an appropriate statement to that effect.

10.  Where a profit forecast is disclosed, state the extent to which projected sales or revenues are based on secured contracts or orders, and the reasons for expecting to achieve the projected sales or revenues and profit, and discuss the impact of any likely change in business and operating conditions on the forecast.

11.  Where a profit forecast or profit estimate is disclosed, state all principal assumptions, if any, upon which the directors of the relevant corporation have based their profit forecast or profit estimate, as the case may be.

12.  Where a profit forecast is disclosed, include a statement by an auditor of the relevant corporation as to whether the profit forecast is properly prepared on the basis of the assumptions mentioned in paragraph 11 of this Part, is consistent with the accounting policies adopted by the relevant corporation, and is presented in accordance with the accounting standards adopted by the relevant corporation in the preparation of its financial statements.

13.  Where the profit forecast disclosed is in respect of a period ending on a date not later than the end of the current financial year of the relevant corporation, provide in addition to the statement mentioned in paragraph 12 of this Part —

(a) a statement by the issue manager to the offer, or by any other person whose profession or reputation gives authority to the statement made by that person, that the profit forecast has been stated by the directors of the relevant corporation after due and careful enquiry and consideration; or

(b) a statement by an auditor of the relevant corporation, prepared on the basis of the auditor’s examination of the evidence supporting the assumptions mentioned in paragraph 11 of this Part and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to the auditor’s attention which gives the auditor reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.

14.  Where the profit forecast disclosed is in respect of a period ending on a date after the end of the current financial year of the relevant corporation, provide in addition to the statement mentioned in paragraph 12 of this Part —

(a) a statement by the issue manager to the offer, or by any other person whose profession or reputation gives authority to the statement made by that person, prepared on the basis of an examination by that issue manager or person of the evidence supporting the assumptions mentioned in paragraph 11 of this Part, to the effect that no matter has come to the attention of that issue manager or person which gives that issue manager or person reason to believe that the assumptions do not provide reasonable grounds for the profit forecast; or

(b) a statement by an auditor of the relevant corporation, prepared on the basis of the auditor’s examination of the evidence supporting the assumptions mentioned in paragraph 11 of this Part and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to the auditor’s attention which gives the auditor reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.

Part 7

SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY EXECUTIVES AND EMPLOYEES

Directors and Key Executives

1.  Provide the following information with respect to each of the directors and key executives of the relevant corporation:

(a) name, brief summary of past working experience, educational and professional qualifications, if any, and areas of expertise or responsibility in the relevant corporation or, if the relevant corporation is the holding company of a group, in the group;

(b) each principal business activity performed outside the relevant corporation or, if the relevant corporation is the holding company of a group, the group and each principal directorship held at present other than in the relevant corporation;

(c) age;

(d) the nature of any family relationship —

(i) between any of the persons named above; or

(ii) between any of the persons named above and any substantial shareholder of the relevant corporation;

(e) any arrangement or understanding with a substantial shareholder, customer or supplier of the relevant corporation or other person, pursuant to which any person mentioned above was selected as a director or key executive of the relevant corporation.

Interest in Shares

2.  Provide the names of each substantial shareholder and director and the chief executive officer of the relevant corporation, and state the number and percentage of shares of each class in which each of them has an interest, whether direct or deemed under section 4 of the Act, as of the latest practicable date and immediately after the offer. Disclose any significant change in the percentage of ownership in the last 3 years prior to the latest practicable date.

3.  Indicate whether the shares in which the persons mentioned in paragraph 2 of this Part have interests carry different voting rights from those shares being offered, or provide an appropriate negative statement.

4.  To the extent known to the relevant corporation, state whether the relevant corporation is directly or indirectly owned or controlled, whether severally or jointly, by any person or government, and if so, give the name of such person or government, and briefly describe the nature of such control, including the amount and proportion of capital held giving a right to vote.

5.  Describe any known arrangement the operation of which may, at a subsequent date, result in a change in control of the relevant corporation.

Material Background Information

6.  Disclose the following matters concerning a director, key executive or controlling shareholder of the relevant corporation:

(a) whether at any time during the last 10 years, an application or a petition under any bankruptcy laws of any jurisdiction was filed against him or her or against a partnership of which he or she was a partner at the time when he or she was a partner or at any time within 2 years after the date he or she ceased to be a partner;

(b) whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he or she was a director or an equivalent person or a key executive, at the time when he or she was a director or an equivalent person or a key executive of that entity, or at any time within 2 years after the date he or she ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency;

(c) whether there is any unsatisfied judgment against him or her;

(d) whether he or she has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he or she is aware) for such purpose;

(e) whether he or she has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he or she is aware) for such breach;

(f) whether at any time during the last 10 years, judgment has been entered against him or her in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his or her part, or he or she has been the subject of any civil proceedings (including any pending civil proceedings of which he or she is aware) involving an allegation of fraud, misrepresentation or dishonesty on his or her part;

(g) whether he or she has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust;

(h) whether he or she has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust;

(i) whether he or she has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body permanently or temporarily enjoining him or her from engaging in any type of business practice or activity;

(j) whether he or she has ever, to his or her knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of —

(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere;

(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere;

(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or

(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,

in connection with any matter occurring or arising during the period when he or she was so concerned with the entity or business trust;

(k) whether he or she has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere.

Compensation for Services

7.  Disclose —

(a) the aggregate amount of compensation paid by the relevant corporation or its subsidiary or subsidiary entity for each of the 2 most recently completed financial years; and

(b) the estimated aggregate amount of compensation paid and to be paid by the relevant corporation or its subsidiary or subsidiary entity for the whole of the current financial year,

to the directors of the relevant corporation for services rendered by them in all capacities to the relevant corporation or its related corporation or related entity.

8.  For the purposes of paragraph 7 of this Part —

(a) compensation includes any benefit in kind; and

(b) compensation that has already been paid includes any deferred compensation accrued for the financial year in question and payable at a later date.

9.  For the purposes of paragraph 7(b) of this Part, any estimated amount of compensation that is to be paid pursuant to any bonus or profit‑sharing plan or any other profit‑linked agreement or arrangement, but which has not yet been paid, may be excluded from the calculation of the estimated amount of compensation in respect of the whole of the current financial year, provided that that fact is stated.

10.  Provide details of any existing or proposed service contract entered or to be entered into by the directors of the relevant corporation with the relevant corporation or its subsidiary or subsidiary entity which provide for benefits upon termination of employment, or an appropriate negative statement.

11.  For a service contract mentioned in paragraph 10 of this Part with a fixed term, state the term of each such contract, the unexpired term and the name of the relevant director.

Employees

12.  Provide either —

(a) the average number of employees of the relevant corporation or, if the relevant corporation is the holding company of a group, of the group for each of the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus, and the reason for any change in the average number of such employees, if material; or

(b) the number of employees of the relevant corporation or, if the relevant corporation is the holding company of a group, of the group as at the end of each of the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus, and the reason for any change in the number of such employees, if material,

and disclose information regarding the relationship between management and labour unions. If the relevant corporation or, if the relevant corporation is the holding company of a group, the group employs a significant number of temporary employees, disclose the average number of temporary employees in respect of the most recently completed financial year.

Part 8

INTERESTED PERSON TRANSACTIONS AND CONFLICT OF INTERESTS

Interested Person Transactions

1.  Provide the following information with respect to each transaction or loan, or proposed transaction or loan, between the beginning of the 3 most recently completed financial years and the latest practicable date, and between the entity at risk and an interested person of the relevant corporation, which are material in the context of the offer:

(a) the nature of the transaction and the quantum involved;

(b) the amount of the loan (including a guarantee of any kind) made by the entity at risk or interested person to or for the benefit of the interested person or entity at risk respectively, such information to include the largest amount outstanding during the period covered, the amount outstanding as at the latest practicable date, the nature of the loan and the transaction in which it was incurred, and the interest rate on the loan.

2.  State —

(a) for each transaction mentioned in paragraph 1 of this Part, whether or not the transaction has been or will be carried out on an arm’s length basis; and

(b) for each loan mentioned in paragraph 1 of this Part, whether or not the loan was or will be made on an arm’s length basis.

3.  Where transactions or loans between the entity at risk and an interested person of the relevant corporation are similar and recurring in nature or could otherwise be grouped in a meaningful manner, the information required with respect to the transactions or loans in paragraphs 1 and 2 of this Part should be provided on an aggregate basis, if the aggregate of these transactions or loans are material in the context of the offer.

Conflict of Interests

4.  Where a director or controlling shareholder of the relevant corporation or his or her associate has an interest in any entity carrying on the same business or dealing in similar products as the relevant corporation or, if the relevant corporation is the holding company of a group, as the group, disclose —

(a) the name of that entity;

(b) the name of the director or controlling shareholder involved;

(c) the nature and extent of his or her interest in that entity, and the extent to which he or she is involved in the management of that entity either directly or indirectly; and

(d) whether any conflict of interests thereby arising has been or is to be resolved or mitigated and, if so, how it has been or is proposed to be resolved or mitigated.

Interests of Experts

5.  If an expert named in the prospectus —

(a) is employed on a contingent basis by the relevant corporation or its subsidiary or subsidiary entity;

(b) has a material interest, whether direct or indirect, in the shares of the relevant corporation or its subsidiary, or in the equity interests of its subsidiary entity; or

(c) has a material economic interest, whether direct or indirect, in the relevant corporation, including an interest in the success of the offer,

describe the nature and terms of such contingency or interest.

Interests of Underwriters, Financial Advisers, Introducers, or Consultants

6.  If, in the reasonable opinion of the directors, any underwriter, financial adviser, introducer, or consultant engaged by the relevant corporation in relation to the offer, has a material relationship with the relevant corporation, describe the nature and terms of such relationship.

Part 9

FINANCIAL INFORMATION

1.—(1)  In this Part, unless the context otherwise requires —

“annual financial statements” means any annual financial statements of the relevant corporation or, where the relevant corporation is a holding company, any annual consolidated financial statements of the relevant corporation or any annual combined financial statements of the group;

“auditor” or “auditors” includes, where the relevant corporation has engaged any auditor other than its own in relation to any requirement under this Part, that auditor;

“common control business” means a business that —

(a) at the time of registration of the prospectus, had been acquired by the relevant corporation or any other entity in the group; and

(b) immediately prior to its acquisition by the relevant corporation or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant corporation;

“common control business trust” means a business trust that —

(a) at the time of registration of the prospectus, had been acquired by the relevant corporation or any other entity in the group; and

(b) immediately prior to its acquisition by the relevant corporation or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant corporation;

“common control entity” means an entity that —

(a) at the time of registration of the prospectus, had been acquired by the relevant corporation or any other entity in the group; and

(b) immediately prior to its acquisition by the relevant corporation or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant corporation;

“group” means the group of which the relevant corporation is the holding company;

“interim financial statements” means any interim financial statements of the relevant corporation or, where the relevant corporation is a holding company, any interim consolidated financial statements of the relevant corporation or any interim combined financial statements of the group;

“underlying financial statements”, in relation to any financial statements which have been restated pursuant to paragraph 8(b)(i) of this Part (called in this definition the restated financial statements), means the financial statements that form the basis for the restated financial statements.

(2)  For the purposes of this Part, a person controls an entity, a business or a business trust if —

(a) subject to sub‑paragraph (b), under the accounting standards adopted by the relevant corporation in the preparation of its annual financial statements; or

(b) where those annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, under the body of accounting standards in accordance with which those annual financial statements have been restated,

had the relevant corporation been a holding company, the person would have been treated, in the preparation of any consolidated financial statements of the relevant corporation or any combined financial statements of the group, as having the capacity to determine the outcome of decisions on the financial and operating policies relating to the entity, business or business trust.

Audited Financial Information

2.  Subject to paragraphs 3 and 7 of this Part, provide —

(a) in a case where the relevant corporation or, if the relevant corporation is a holding company, the relevant corporation or any other entity in the group has acquired any common control entity, common control business or common control business trust between the beginning of the period comprising the 3 most recently completed financial years of the relevant corporation or group, as the case may be, and the date of registration of the prospectus by the Authority —

(i) the annual financial statements of the relevant corporation or, if the relevant corporation is a holding company, its annual consolidated financial statements or the annual combined financial statements of the group for the 3 most recently completed financial years; or

(ii) where —

(A) the relevant corporation has been in existence for less than 3 completed financial years or, if the relevant corporation is a holding company, neither the relevant corporation nor any other entity in the group has been in existence for at least 3 completed financial years; and

(B) no common control entity, common control business or common control business trust has been held and controlled, whether directly or indirectly, by a person who controls the relevant corporation as at the end of the earliest of the 3 most recently completed financial years,

the annual financial statements of the relevant corporation or, if the relevant corporation is a holding company, its annual consolidated financial statements or the annual combined financial statements of the group for each financial year beginning with the financial year in which —

(C) the relevant corporation or, if the relevant corporation is a holding company, the relevant corporation or any other entity in the group came into existence; or

(D) any of the common control entities, common control businesses or common control business trusts was first held and controlled by a person who controls the relevant corporation,

whichever is earlier; or

(b) in any other case, the annual financial statements of the relevant corporation or, if the relevant corporation is a holding company, its annual consolidated financial statements for the 3 most recently completed financial years or, where the relevant corporation has been in existence for less than 3 completed financial years, for each of the financial years during which it has been in existence.

3.  If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year —

(a) the annual financial statements for the most recently completed financial year need not be provided under paragraph 2 of this Part;

(b) a reference to the 3 most recently completed financial years in paragraphs 2 and 7 of this Part is to be construed as a reference to the 3 completed financial years immediately preceding the most recently completed financial year; and

(c) a reference to the most recently completed financial year in paragraphs 2 and 5 of this Part is to be construed as a reference to the financial year immediately preceding the most recently completed financial year.

4.  The annual financial statements to be provided under paragraph 2(a) of this Part must be prepared as if the common control entities, common control businesses or common control business trusts were, at the time they were held and controlled, whether directly or indirectly, by a person who controls the relevant corporation, a part of the relevant corporation or the group, as the case may be, for the relevant financial periods.

5.  If any annual financial statements to be provided under paragraph 2 of this Part relate to a period other than 12 months due to a change in the financial year end of the relevant corporation or the group, as the case may be, the annual financial statements in respect of that financial year and the financial years preceding that financial year must be provided on a restated 12‑month basis, so that the financial year end for each of the restated financial statements corresponds to the financial year end for the most recently completed financial year.

6.  To avoid doubt, where the relevant corporation or any other entity in the group has acquired any asset or any entity, business or business trust (other than a common control entity, common control business or common control business trust), the annual financial statements to be provided under paragraph 2 of this Part must include such asset, entity, business or business trust only from the date of its acquisition by the relevant corporation or the other entity in the group, as the case may be.

7.  The annual financial statements of the relevant corporation or the group, as the case may be, need not be provided under paragraph 2 of this Part in respect of any financial year in which —

(a) the relevant corporation and, if the relevant corporation had acquired any common control business between the beginning of the period comprising the 3 most recently completed financial years and the date of registration of the prospectus by the Authority, all such common control businesses; or

(b) where the relevant corporation is a holding company, the group and, if the relevant corporation or any other entity in the group had acquired any common control entity, common control business or common control business trust between the beginning of the period comprising the 3 most recently completed financial years and the date of registration of the prospectus by the Authority, all such common control entities, common control businesses and common control business trusts,

were dormant or had not commenced any activity as at the end of that financial year.

8.  Each of the annual financial statements to be provided under paragraph 2 of this Part must be —

(a) prepared in accordance with the Singapore Financial Reporting Standards (International) (called in this Part SFRS(I)s), the International Financial Reporting Standards (called in this Part IFRS) or the US Generally Accepted Accounting Principles (called in this Part US GAAP); or

(b) where the annual financial statements are not prepared in accordance with any body of accounting standards mentioned in sub‑paragraph (a) —

(i) restated in accordance with any body of accounting standards mentioned in sub‑paragraph (a);

(ii) if no material adjustments are required to restate the annual financial statements in accordance with any body of accounting standards mentioned in sub‑paragraph (a), accompanied by an opinion from the auditors that this is so; or

(iii) prepared in accordance with such other body of accounting standards as may be approved in any particular case by the Authority.

9.  Despite paragraph 8 of this Part, any of the annual financial statements to be provided under paragraph 2 of this Part that relates to a financial year that begins before 1 January 2018 may be prepared in accordance with the Financial Reporting Standards (called in this Part FRS), if the prospectus discloses ––

(a) where all the annual financial statements to be provided under paragraph 2 of this Part relate to financial years that begin before 1 January 2017 ––

(i) a description of the differences between the accounting treatment applied when preparing the annual financial statements for the most recently completed financial year in accordance with the FRS, and the accounting treatment applied when preparing those annual financial statements in accordance with the SFRS(I)s;

(ii) an audited reconciliation of net profit after tax for the most recently completed financial year prepared in accordance with the FRS, and the net profit after tax for that financial year prepared in accordance with the SFRS(I)s; and

(iii) an audited reconciliation of net assets for the most recently completed financial year prepared in accordance with the FRS, and the net assets for that financial year prepared in accordance with the SFRS(I)s; or

(b) where any of the annual financial statements to be provided under paragraph 2 of this Part relates to a financial year that begins on or after 1 January 2017 but before 1 January 2018 ––

(i) the annual financial statements relating to the financial year or years beginning before 1 January 2017, if any, that are prepared in accordance with the FRS;

(ii) the annual financial statements relating to the financial year beginning on or after 1 January 2017 but before 1 January 2018 that are prepared in accordance with the FRS, and accompanied by ––

(A) an audited statement of reconciliation of the statement of profit or loss and other comprehensive income for the financial year prepared in accordance with the FRS, and the statement of profit or loss and other comprehensive income for the financial year prepared in accordance with the SFRS(I)s;

(B) an audited statement of reconciliation of the statement of cash flows for the financial year prepared in accordance with the FRS, and the statement of cash flows for the financial year prepared in accordance with the SFRS(I)s;

(C) an audited statement of reconciliation of the statement of financial position for the financial year prepared in accordance with the FRS, and the statement of financial position for the financial year prepared in accordance with the SFRS(I)s;

(D) an audited statement of reconciliation of the statement of changes in equity for the financial year prepared in accordance with the FRS, and the statement of changes in equity for the financial year prepared in accordance with the SFRS(I)s; and

(E) notes to describe any differences between the financial figures of the audited annual financial statements prepared in accordance with the FRS, and the financial figures of the annual financial statements prepared in accordance with the SFRS(I)s; and

(iii) the annual financial statements relating to the financial year or years beginning on or after 1 January 2018, if any, that are prepared in accordance with the SFRS(I)s.

10.  State, in respect of each financial year, the body of accounting standards that was adopted by the relevant corporation in the preparation of the annual financial statements to be provided under paragraph 2 of this Part for that financial year and, where the annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, the body of accounting standards in accordance with which the underlying financial statements have been restated.

11.  State, in respect of each financial year, the body of auditing standards that was adopted by the auditors of the relevant corporation in the audit of the annual financial statements to be provided under paragraph 2 of this Part for that financial year or, where the annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, the body of auditing standards that was adopted in the audit of the underlying financial statements.

12.  Subject to paragraph 13 of this Part, each of the annual financial statements to be provided under paragraph 2 of this Part must be accompanied by —

(a) the audit report in respect of the annual financial statements or, if the auditors have refused to issue an audit report in respect of the annual financial statements, a statement highlighting and providing the reasons for the auditors’ refusal;

(b) a statement identifying the auditors who audited the annual financial statements and the membership or memberships of each auditor in any professional body or bodies; and

(c) if the audit report in respect of the annual financial statements contains any material qualification, modification or disclaimer, a statement highlighting and providing the reasons for the qualification, modification or disclaimer in the prospectus.

13.  Where any annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, state that fact and include in the prospectus in respect of each of the restated financial statements —

(a) an opinion from the auditors of the relevant corporation that nothing has come to their attention that causes them to believe that the restated annual financial statements have not been properly restated in all material respects in accordance with a body of accounting standards mentioned in paragraph 8(a) of this Part;

(b) a statement of reconciliation between the restated annual financial statements and the audited underlying financial statements;

(c) a statement identifying the auditors who audited the underlying financial statements and the membership or memberships of each auditor in any professional body or bodies;

(d) either of the following:

(i) a statement that the audit report for the underlying financial statements does not contain any material qualification;

(ii) if the audit report for the underlying financial statements contains any material qualification, modification or disclaimer, a statement setting out in full and providing the reasons for the qualification, modification or disclaimer, as the case may be;

(e) a statement that the auditor for the underlying financial statements has given, and has not withdrawn, his or her written consent to the issue of the prospectus with the inclusion of the statements mentioned in sub‑paragraphs (c) and (d) in the form and context in which they are included in the prospectus; and

(f) a statement that copies of the audited underlying financial statements are available for inspection at a specified place in Singapore for a period of at least 6 months after the date of registration of the prospectus by the Authority.

14.  The annual financial statements to be provided under paragraph 2 of this Part or, where annual financial statements have been restated pursuant to paragraph 8(b)(i) of this Part, the underlying financial statements must be made up to a date not earlier than 12 months before the date of lodgment of the prospectus.

Interim Financial Information

15.  Provide the interim financial statements of the relevant corporation or, where the relevant corporation is a holding company, of the group, if such financial statements are required to be prepared under any law or regulatory requirement applicable to the relevant corporation.

Pro Forma Financial Information

16.  Where —

(a) the relevant corporation, or, if the relevant corporation is a holding company, the relevant corporation or any other entity in the group, has —

(i) acquired or disposed of any asset or any entity, business or business trust (other than a common control entity, common control business or common control business trust); or

(ii) entered into any agreement to acquire or dispose of any asset or any entity, business or business trust (whether or not that entity, business or business trust is a common control entity, common control business or common control business trust),

during the period between the beginning of the most recently completed financial year and the date of registration of the prospectus by the Authority and —

(A) the net book value, or the absolute amount of the profit or loss before tax, of that asset, entity, business or business trust has or would have accounted for 10% or more of the absolute amount of the net assets or net liabilities, or the profit or loss before tax, respectively, of the relevant corporation or of the group (after adjusting for the effects of the group restructuring, where applicable), as the case may be, in respect of the most recently completed financial year; or

(B) the total net book value, or the total absolute amount of the profit or loss before tax, of all of those assets, entities, businesses and business trusts together have or would have accounted for 20% or more of the absolute amount of the net assets or net liabilities, or the profit or loss before tax, respectively, of the relevant corporation or of the group (after adjusting for the effects of the group restructuring, where applicable), as the case may be, in respect of the most recently completed financial year; or

(b) any significant change to the capital structure (including any material distribution) of the relevant corporation, or, if the relevant corporation is a holding company, of the relevant corporation or of any other entity or any business trust in the group, has occurred during the period between the end of the most recently completed financial year and the date of registration of the prospectus by the Authority,

identify all assets, entities, businesses and business trusts mentioned in sub‑paragraph (a), if any, and state, in respect of the most recently completed financial year and, if interim financial statements of the relevant corporation or of the group have been included in the prospectus, in respect of the period covered by the interim financial statements, the financial effect of all such acquisitions, disposals and significant changes on the earnings or loss per share, and the net assets or net liabilities per share, of the relevant corporation or, if the relevant corporation is the holding company of a group, on the earnings or loss, and the net assets or net liabilities, of the group divided by the number of shares of the relevant corporation.

17.  In respect of the statement of financial effect under paragraph 16 of this Part, state —

(a) that it is prepared for illustrative purposes only and based on certain assumptions after making certain adjustments;

(b) that because of its nature, it may not give a true picture of —

(i) the earnings or loss per share, or the net assets or net liabilities per share, of the relevant corporation; or

(ii) the earnings or loss, or the net assets or net liabilities, of the group divided by the number of shares of the relevant corporation,

as the case may be;

(c) the basis, and any assumption, upon which it is prepared, and the source or sources of information used in the computation of the financial effect; and

(d) any material adjustment made to the information used in the computation and the reason for the adjustment.

18.  Include in the prospectus, an opinion from the auditors that —

(a) the financial effect stated under paragraph 16 of this Part has been properly computed on the basis stated in paragraph 17(c) of this Part; and

(b) each material adjustment made to the information used in the computation of a financial effect —

(i) is appropriate for the purpose of the computation; and

(ii) is in accordance with generally accepted auditing standards in Singapore or such other body of auditing standards as may be approved in any particular case by the Authority.

19.  If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year, the reference to the most recently completed financial year in paragraph 16 is to be construed as a reference to the financial year immediately preceding the most recently completed financial year.

Change in Accounting Policies

20.  Where there has been any material change to the relevant corporation’s accounting policies, provide a summary of the material change and the reason for and quantitative impact of such change on the financial results of the relevant corporation or, if the relevant corporation is a holding company, of the group for each of the 3 most recently completed financial years. If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year, the reference to the 3 most recently completed financial years in this paragraph is a reference to the 3 most recently completed financial years immediately preceding the most recently completed financial year.

Litigation

21.  Provide information on any legal or arbitration proceedings, including those which are pending or known to be contemplated, which may have, or which have had in the 12 months immediately preceding the date of lodgment of the prospectus, a material effect on the financial position or profitability of the relevant corporation or, where the relevant corporation is a holding company, of the group.

Dividends

22.  Disclose the amount of dividends, if any, paid or declared by the relevant corporation or, if the relevant corporation is a holding company, the relevant corporation or any other entity or business trust in the group (except where the dividends are paid to the relevant corporation or another entity or another business trust in the group), in respect of each class of shares or units for each of the 3 most recently completed financial years and for the period from the end of the most recently completed financial year to the latest practicable date. Provide particulars of each such class of shares or units, and of any case in which no dividends have been paid in respect of any class of shares or units for any of those years or that period. Where dividends have been declared but not paid, state when they will be paid.

23.  Describe the relevant corporation’s dividend policy or, if it does not have a fixed policy, state so.

Significant Changes

24.  Disclose any event (other than any matter disclosed under paragraph 16 of this Part) that has occurred from the end of the period covered by the most recent financial statements included in the prospectus (whether such financial statements are annual financial statements or interim financial statements) to the latest practicable date which may have a material effect on the financial position and results of the relevant corporation or, where the relevant corporation is a holding company, the group or, if there is no such event, provide an appropriate statement to that effect.

Part 10

THE OFFER AND LISTING

Offer and Listing Details

1.  If there is no established market for the shares or units of shares, as the case may be, being offered, provide information regarding the manner of determining the offer price, the exercise price or conversion price, if any, including the person who establishes the price or is responsible for the determination of the price, the various factors considered in such determination and the parameters or elements used as a basis for determining the price.

2.  If —

(a) any of the relevant corporation’s shareholders have pre-emptive purchase rights; and

(b) the exercise of the rights by the shareholder is restricted, withdrawn or waived,

indicate the reasons for such restriction, withdrawal or waiver, the beneficiary of such restriction, withdrawal or waiver, if any, and the basis for the offer price.

3.  If shares or units of shares, as the case may be, of the same class as that being offered are listed for quotation or quoted on any overseas exchange, disclose the following information regarding the price history of such shares or units of shares:

(a) the annual highest and lowest market prices for the 3 most recently completed financial years or, if such shares or units of shares are listed for quotation or quoted on the overseas exchange for less than 3 completed financial years, for each financial year since the date on which the shares or units of shares are so listed or quoted;

(b) the highest and lowest market prices for each of the last 6 months before the date of lodgment of the prospectus or, if the shares or units of shares are listed for quotation or quoted on the overseas exchange for less than 6 months, for each month from the date on which the shares or units of shares are so listed or quoted, to the latest practicable date;

(c) the closing market prices on the last trading day before the announcement of the offer and (if different) on the latest practicable date.

4.  Disclose any significant trading suspension that has occurred on the overseas exchange during the 3 years immediately preceding the latest practicable date or, if the shares or units of shares are listed for quotation or quoted for less than 3 years, during the period from the date on which the shares or units of shares were first listed or quoted to the latest practicable date. If the shares or units of shares are not regularly traded on an overseas exchange, provide information on any lack of liquidity.

5.  State the type and class of the shares or units of shares, as the case may be, being offered or listed and —

(a) indicate whether the shares or units of shares are registered shares or bearer shares, provide the number of shares or units of shares to be issued and made available to the market for each kind of share or unit of share and, where applicable, state the minimum and maximum offer prices;

(b) describe any coupon; and

(c) describe the arrangement for transfer and any restriction on the free transferability of the shares or units of shares.

6.  If the rights evidenced by the shares or units of shares, as the case may be, being offered are or may be materially limited or qualified by the rights evidenced by any other class of shares or units of shares or by the provisions of any contract or other documents, include information regarding such limitation or qualification and its effect on the rights evidenced by the shares or units of shares being offered.

7.  With respect to securities or securities-based derivatives contracts other than common or ordinary shares being offered, outline briefly the rights evidenced thereby as follows:

(a) if subscription warrants or rights are offered —

(i) provide a description of and state the amount of shares or units of shares, as the case may be, which will be issued pursuant to the exercise of such warrants or rights;

(ii) state the amount of warrants or rights outstanding;

(iii) disclose the provisions for changes to or adjustments in the exercise price;

(iv) state the period during which and the price at which the warrants or rights are exercisable; and

(v) disclose any other material terms of such warrants or rights;

(b) where convertible shares or stock purchase warrants to be offered are subject to redemption or call —

(i) describe the conversion terms of the shares or material terms of the warrants, including whether the right to convert into or purchase the shares or stocks will be forfeited unless it is exercised before the date specified in the notice of redemption or call;

(ii) state the expiration or termination date of the warrants;

(iii) state the kind, frequency and timing of notice of the redemption or call, including where the notice will be published; and

(iv) in the case of bearer securities or securities-based derivatives contracts, state that investors are responsible for making arrangements to prevent loss of the right to convert or purchase in the event of redemption or call.

Plan of Distribution

8.  To the extent known to the relevant corporation, indicate whether any person intends to subscribe for more than 5% of the offering.

9.  Identify any group of targeted potential investors to whom the shares or units of shares, as the case may be, are being offered. If the offer is being made simultaneously in the markets of 2 or more countries and if a tranche has been or is being reserved for any of these countries, indicate any such tranche.

10.  If the shares or units of shares, as the case may be, are reserved for allot mentor allocation to any group of targeted investors, for example, existing shareholders, directors, or employees or past employees of the relevant corporation or its subsidiary or subsidiary entity, provide details of these and any other preferential allocation arrangements.

11.  Indicate whether the amount of the shares or units of shares, as the case may be, being offered can be increased, such as by the exercise of an underwriter’s over‑allotment option or “greenshoe option”, and state the exercise period of and amount under such option.

12.  Indicate the amount, and outline briefly the plan of distribution, of any shares or units of shares, as the case may be, that are to be offered otherwise than through underwriters. If the shares or units of shares are to be offered through the selling efforts of any broker or dealer, describe the plan of distribution and the terms of any agreement or understanding with such entities. If known, identify each broker or dealer that will participate in the offer and state the amount to be offered through each broker or dealer.

13.  If the shares or units of shares, as the case may be, are to be offered in connection with the writing of exchange‑traded call options, describe briefly such transactions.

14.  If simultaneously or almost simultaneously with the creation of the shares or units of shares, as the case may be, being offered —

(a) shares or units of shares of the relevant corporation which are of the same class are subscribed for or placed privately; or

(b) shares or units of shares of the relevant corporation which are of other classes are created for public or private placing,

provide details of the nature of such subscriptions or placings and of the number and characteristics of the shares or units of shares to which they relate.

15.  Unless otherwise described under paragraph 12 of Part 11 of this Schedule, provide a summary of the features of the underwriting relationship together with the amount of shares or units of shares, as the case may be, being underwritten by each underwriter. Include a statement as to whether the arrangement is one under which the underwriters are or will be committed to take and to pay for all of the shares or units of shares, or an agency or “best efforts” type of arrangement under which the underwriters are required to take and to pay for only such shares or units of shares as they may sell to the public.

Markets

16.  Where applicable, identify the overseas exchange on which shares or units of shares, as the case may be, of the same class as those being offered are already listed for quotation or quoted, or on which permission to list for quotation or quote the shares or units of shares is being or is proposed to be sought.

17.  When permission to list for quotation or quote on any overseas exchange is being or is proposed to be sought in respect of the firstmentioned shares or units of shares in paragraph 16 of this Part, or the shares or units of shares which are the subject of the current offer, state that fact without creating the impression that the application for permission will necessarily be approved. If known, provide the dates on which such shares or units of shares will be listed for quotation or quoted and on which trading will commence.

18.  Provide information on how holders of the shares or units of shares can sell their shares or units of shares after the offer. If there will be no established market for the shares or units of shares, as the case may be, after the offer, highlight prominently on the front cover of the prospectus and in the section with the heading “Risk Factors” to the effect that there is no established market through which the shares or units of shares, as the case may be, may be sold and investors may not be able to re‑sell the shares or units of shares.

Vendors

19.  Provide the following information:

(a) the name and address of the person (not being the relevant corporation) offering to sell the shares or units of shares, as the case may be, and the nature of any position, office or other material relationship that such person has had with the relevant corporation or, if the relevant corporation is the holding company of a group, with the group within the period of 3 years before the date of lodgment of the prospectus;

(b) the number and class of shares or units of shares, as the case may be, being offered by the person, and the percentage of the existing and the enlarged equity capital that such shares constitute;

(c) the number and percentage of the shares or units of shares, as the case may be, for each class of shares or units of shares, as the case may be, in which the person has an interest, whether direct or deemed, both as of the latest practicable date and immediately after the offer.

Part 11

ADDITIONAL INFORMATION

Share Capital

1.  State the amount of issued share capital in respect of the relevant corporation as of the latest practicable date and, for each class of share capital, provide the following information:

(a) the number of shares issued and fully paid;

(b) the number of shares issued but not fully paid.

2.  If there are shares in the relevant corporation not representing capital, state the number and main characteristics of such shares.

3.  Indicate the number of shares in the relevant corporation, held by or on behalf of the relevant corporation itself or by its subsidiary or subsidiary entity.

4.  Where there is, in respect of the relevant corporation, an undertaking to increase the capital, state —

(a) the amount of such capital increase and, where appropriate, the duration of the undertaking;

(b) the categories of persons having preferential subscription rights for such additional portions of capital; and

(c) the terms, arrangements and procedures for the share issue corresponding to such portions.

5.  Provide information regarding any securities or securities‑based derivatives contracts of the relevant corporation or, if the relevant corporation is the holding company of a group, of any entity in the group which any person has, or has the right to be given, an option to subscribe for or purchase, including —

(a) the identity of that person;

(b) a description of and the amount of securities or securities‑based derivatives contracts covered by the option;

(c) the purchase price of the option, if any;

(d) the exercise price; and

(e) the period during which the option is exercisable,

or an appropriate statement to the effect that there are no such securities or securities‑based derivatives contracts.

6.  Where the option or right mentioned in paragraph 5 of this Part has been given, or it has been agreed that the option or right will be given, to —

(a) all the holders of the shares in or debentures of the relevant corporation;

(b) all the holders of the shares in or debentures of any entity in a group, if the relevant corporation is the holding company of such group; or

(c) employees of the relevant corporation or, if the relevant corporation is the holding company of a group, of any entity in the group under an employees’ share option scheme,

it will be sufficient to state that fact without giving names.

7.  Provide a history of share capital of the relevant corporation or, if the relevant corporation is the holding company of a group, of each entity in the group for the period of 2 years before the latest practicable date, identifying any event during such period which has changed the amount of the issued share capital or the number and classes of shares of which it was composed, together with a description of changes in voting rights attached to the various classes of shares during that time. Give details of the price and terms of any issue, including particulars of any consideration that is not cash (including information regarding any discount, special term or instalment payment term). If there is no such issue, give an appropriate negative statement. Provide also the reason for any reduction of the amount of the share capital and the ratio of capital reductions.

8.  Provide an indication of the resolutions, authorisations and approvals by virtue of which any shares or units of shares of the relevant corporation may be issued, the nature and amount of the issue, and the number of shares or units of shares which may be issued, if predetermined.

Constituent Documents of Relevant Corporation

9.  Provide the following information in respect of the relevant corporation:

(a) the relevant corporation’s registration number, if applicable;

(b) a summary of the provisions of the relevant corporation’s constituent documents and by‑laws with respect to —

(i) a director’s power to vote on a proposal, arrangement or contract in which he or she is interested;

(ii) a director’s power to vote on remuneration (including pension or other benefits) for himself or herself or for any other director, and whether the quorum at a meeting of the board of directors to vote on directors’ remuneration may include the director whose remuneration is the subject of the vote;

(iii) the borrowing powers exercisable by the directors and how such borrowing powers may be varied;

(iv) the retirement or non‑retirement of a director under an age limit requirement; and

(v) the number of shares, if any, required for the qualification of a director;

(c) a summary of the material provisions of the relevant corporation’s constituent documents and by‑laws with respect to —

(i) the rights, preferences and restrictions attaching to each class of shares;

(ii) any change in capital;

(iii) any change in the respective rights of the various classes of shares including the action necessary to change the rights, indicating where the conditions are different from those required by the applicable law; and

(iv) any time limit after which a dividend entitlement will lapse and an indication of the party in whose favour this entitlement then operates.

10.  Describe any limitation on the right to own shares, including limitations on the right of non‑resident or foreign shareholders to hold or exercise voting rights on the shares imposed by law or by the constituent documents of the relevant corporation, or state that there are no such limitations if that is the case.

11.  With respect to paragraphs 9 and 10 of this Part, if the law applicable to the relevant corporation in these areas is significantly different from that in Singapore, explain briefly the effect of the law in these areas.

Material Contracts

12.  Provide a summary of each material contract, other than a contract entered into in the ordinary course of business, to which the relevant corporation or, if the relevant corporation is the holding company of a group, any member of the group is a party, for the period of 2 years before the date of lodgment of the prospectus, including the parties to the contract, the date and general nature of the contract and the amount of any consideration passing to or from the relevant corporation or any other member of the group, as the case may be.

Exchange Controls

13.  Describe briefly any law, governmental decree or regulatory requirement, or any other requirement, that may affect the repatriation of capital and the remittance of profits by or to the relevant corporation. Also, explain how they would impact on the availability of cash and cash equivalents for use by the relevant corporation and the remittance of dividends, interest or other payments to shareholders of the relevant corporation.

Taxation

14.  Provide information regarding taxes (including withholding provisions) to which shareholders of the relevant corporation may be subject. If the relevant corporation is incorporated outside Singapore, the information must include whether the relevant corporation assumes responsibility for the withholding of tax at source and applicable provisions of any reciprocal tax treaties between the home country of the relevant corporation and Singapore, or a statement, if applicable, that there are no such treaties.

Dividends

15.  Disclose any dividend restriction, the date on which the entitlement to dividends arises, if known, and any procedure for shareholders of the relevant corporation to claim dividends.

Statements by Experts

16.  Where a statement or report attributed to a person as an expert is included in the prospectus, provide such person’s name, address and qualifications.

17.  Where the prospectus contains any statement (including what purports to be a copy of, or extract from, a report, memorandum or valuation) made by an expert —

(a) state the date on which the statement was made;

(b) state whether or not it was prepared by the expert for the purpose of incorporation in the prospectus; and

(c) include a statement that the expert has given, and has not withdrawn, his or her written consent to the issue of the prospectus with the inclusion of the statement in the form and context in which it is included in the prospectus.

18.  The information mentioned in paragraphs 16 and 17 of this Part need not be provided in the prospectus if the statement attributed to the expert is a statement to which the exemption under regulation 33(1) applies.

Consents from Issue Managers and Underwriters

19.  Where a person is named in the prospectus as the issue manager or underwriter (but not a sub‑underwriter) to the offer, include a statement that the person has given, and has not withdrawn, his or her written consent to being named in the prospectus as the issue manager or underwriter, as the case may be, to the offer.

Documents for Inspection

20.  Provide a statement that for a period of at least 6 months after the date of registration by the Authority of the prospectus, the following documents (or copies of the documents), where applicable, may be inspected at a specified place in Singapore:

(a) the constituent documents of the relevant corporation;

(b) every material contract mentioned in the prospectus or, where the contract is not reduced into writing, a memorandum giving full particulars of the contract;

(c) the directors’ service contracts mentioned in the prospectus;

(d) every report, memorandum, letter, valuation, statement or other document by any expert any part of which is included or mentioned in the prospectus;

(e) if the relevant corporation is not the holding company of a group, the audited financial statements of the relevant corporation for each of the financial years for which audited financial statements of the relevant corporation have been included in the prospectus;

(f) if the relevant corporation is the holding company of a group, the respective audited financial statements of the entities, businesses or business trusts in the group (being entities, businesses or business trusts which have audited financial statements) for each of the financial years for which audited financial statements of the relevant corporation have been included in the prospectus;

(g) any interim financial statements of the relevant corporation or group, as the case may be, which are included in the prospectus;

(h) in the case of a corporation incorporated in Singapore, all notes, reports or information relating to the financial statements mentioned in sub‑paragraphs (e), (f) and (g) which are required to be prepared under the Companies Act;

(i) where the financial statements mentioned in this paragraph have been restated pursuant to paragraph 8(b)(i) of Part 9 of this Schedule, the restated annual financial statements and the audited annual financial statements which form the basis for the restated annual financial statements.

SEVENTH SCHEDULE

Regulations 2(3), 9(3)(a) and 41(2)(c)

Particulars to be included under section 243(1) of Act in prospectus for offer of debentures or units of debentures (other than asset‑backed securities or structured notes) in case mentioned in regulation 9(3)( a )

Part 1

FRONT COVER

1.  On the front cover of the prospectus, provide —

(a) the date of registration of the prospectus or, in the case of a supplementary prospectus or replacement prospectus, the date of lodgment of the supplementary prospectus or replacement prospectus;

(b) the following statements:

(i) “This document is important. Before making any investment in the securities being offered, you should consider the information provided in this document carefully, and consider whether you understand what is described in this document. You should also consider whether an investment in the securities being offered is suitable for you, taking into account your investment objectives and risk appetite. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. You are responsible for your own investment choices.”;

(ii) “A copy of this prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the prospectus. Registration of the prospectus by the Authority does not imply that the Securities and Futures Act, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the debentures or units of debentures, as the case may be, being offered for investment.”;

(c) the name of the entity (called in this Schedule the relevant entity) in respect of which the debentures or units of debentures, as the case may be, are being offered, and its country of incorporation or constitution;

(d) a statement that an application has been or will be made to an approved exchange to list for quotation or quote the debentures or units of debentures, as the case may be, being offered on that approved exchange, and the name of that approved exchange; and

(e) a statement that no debentures or units of debentures, as the case may be, may be allotted or allocated on the basis of the prospectus, later than 6 months after the date of registration of the prospectus by the Authority.

Part 2

IDENTITY OF DIRECTORS, KEY EXECUTIVES, GUARANTOR ENTITIES, ADVISERS AND AGENTS

Directors and Key Executives

1.  Provide the names, addresses and occupations of each of the directors or equivalent persons and key executives of the relevant entity. In the case of a guaranteed debenture issue, provide also such information in respect of the guarantor entity.

Advisers

2.  Provide the names and addresses of —

(a) the issue manager to the offer, if any;

(b) the underwriter to the offer, if any; and

(c) the legal adviser for or in relation to the offer.

Guarantor Entity

3.  In the case of a guaranteed debenture issue, provide the name and address of the guarantor entity.

Auditors

4.  Provide the names, addresses and professional qualifications (including any membership in a professional body) of the relevant entity’s auditors for the 2 most recently completed financial years. If applicable, provide also the name, address and professional qualifications (including any membership in a professional body) of any other auditor engaged by the relevant entity in relation to the requirements under Parts 5 and 8 of this Schedule. In the case of a guaranteed debenture issue, provide also such information in respect of the guarantor entity.

5.  In a case where 2 or more persons are engaged by the relevant entity or guarantor entity to jointly audit, report on or prepare financial information for the relevant entity or guarantor entity, as the case may be, all of these persons are treated as auditors for the purposes of the requirements under Parts 5 and 8 of this Schedule if at least one of these persons satisfies the definition of auditor in section 2(1) of the Act.

Registrars and Agents

6.  Provide the names and addresses of the relevant entity’s paying agents, registrars, transfer agents and receiving bankers for the debentures or units of debentures, as the case may be, being offered.

Representative for Debenture Holders

7.  Provide the name and address of the trustee, fiscal agent or any other representative for the debenture holders, and the main terms of the document governing such trusteeship or representation, including provisions concerning the functions, rights and obligations of the trustee, fiscal agent or representative.

8.  Disclose any conditions precedent or other requirements that are to be satisfied before the trustee, fiscal agent or representative for the debenture holders will —

(a) enforce a lien against the property of the relevant entity;

(b) act on behalf of the debenture holders; or

(c) take any action at the request of the debenture holders.

9.  If, in the reasonable opinion of the directors or equivalent persons, the trustee or representative for the debenture holders has a material relationship with the relevant entity which could cause a conflict to arise between the trustee’s or representative’s interest as a trustee or representative for the debenture holders and the trustee’s or representative’s other interests, describe the nature and terms of such relationship and explain why the directors or equivalent persons of the relevant entity still consider the appointment to be appropriate.

Part 3

OFFER STATISTICS AND TIMETABLE

Offer Statistics

1.  For each method of offer, state —

(a) where the amount of subscriptions that are being sought is fixed at the time of registration of the prospectus by the Authority —

(i) that amount; and

(ii) where applicable, the fact that that amount may be reduced, and how and when the relevant entity will inform investors of the final amount of subscriptions sought;

(b) where the amount of subscriptions that are being sought is not fixed at the time of registration of the prospectus by the Authority —

(i) the range of that amount; and

(ii) how and when the relevant entity will inform investors of the final amount of subscriptions sought;

(c) the nature and denomination of the debentures or units of debentures, as the case may be, being offered;

(d) where the number of debentures or units of debentures being offered is fixed at the time of registration of the prospectus by the Authority —

(i) that number; and

(ii) where applicable, the fact that that number may be reduced, and how and when the relevant entity will inform investors of the final number of debentures or units of the debentures, as the case may be, offered;

(e) where the number of debentures or units of debentures being offered is not fixed at the time of registration of the prospectus by the Authority —

(i) the range of that number; and

(ii) how and when the relevant entity will inform investors of the final number of debentures or units of debentures, as the case may be, offered;

(f) the face value of the debentures or units of debentures being offered; and

(g) the currency of the issue and, if the issue is payable in any other currency, that fact.

2.  To avoid doubt, where the amount of debentures or units of debentures can be increased beyond the range of number of debentures or units of debentures stated in paragraph 1(e)(i) of this Part, such as by the exercise of an underwriter’s over‑allotment option or “greenshoe option”, the amount that the offer can be increased by must be disclosed pursuant to paragraph 7 of Part 9 of this Schedule.

Method and Timetable

3.  Provide the information mentioned in paragraphs 4 to 8 of this Part to the extent applicable to —

(a) the offer procedure; and

(b) where there is more than one group of targeted potential investors and the offer procedure is different for each group, the offer procedure for each group of targeted potential investors.

4.  State the time at, date on, and period during which the offer will be kept open, and the name and address of the person to whom the purchase or subscription applications are to be submitted. If the exact time, date or period is not known on the date of the registration of the prospectus by the Authority, describe the arrangements for announcing the definitive time, date or period. State the circumstances under which the offer period may be extended or shortened, and the duration by which the period may be extended or shortened. Describe the manner in which any extension or early closure of the offer period must be made public.

5.  State the method and time limit for paying up for the debentures or units of debentures, as the case may be, being offered.

6.  State, where applicable, the methods of and time limits for —

(a) the delivery of the documents evidencing title to the debentures or units of debentures, as the case may be, being offered (including temporary documents of title, if applicable) to subscribers or purchasers; and

(b) the book-entry transfers of the debentures or units of debentures, as the case may be, being offered in favour of subscribers or purchasers.

7.  In the case of any pre-emptive rights to subscribe for or purchase the debentures or units of debentures, as the case may be, being offered, state the procedure for the exercise of any right of pre‑emption, the negotiability of such rights and the treatment of such rights which are not exercised.

8.  Provide a full description of the manner in which results of the allotment or allocation of the debentures or units of debentures, as the case may be, being offered are to be made public and, where appropriate, the manner for refunding excess amounts paid by applicants (including whether interest will be paid).

Part 4

KEY INFORMATION

Principal Terms and Conditions

1.  Provide the following information on the debentures or units of debentures, as the case may be, being offered:

(a) the yield, a summary of the method by which that yield is calculated, the issue and redemption prices, the nominal interest rate and —

(i) if the nominal interest rate is a floating rate, how the rate is calculated; or

(ii) if several or variable interest rates are provided for, the conditions for changes in the rate;

(b) the date from which interest accrues, and the interest payment dates;

(c) the procedures for, and validity period of, claims for payment of interest and repayment of the principal sum;

(d) if the principal sum of, or the interest on, the debentures or units of debentures, as the case may be, is payable in any currency other than the currency of the issue, that fact;

(e) where the principal sum of, or the interest on, the debentures or units of debentures, as the case may be, may be paid in more than one currency —

(i) the persons who have the power to determine —

(A) the currency or currencies in which payment is to be made; and

(B) the applicable currency exchange rates; and

(ii) the basis on which each determination in sub‑paragraph (i) will be made;

(f) the final repayment date and, where there is any option for early repayment —

(i) that fact;

(ii) whether the option is exercisable at the option of the relevant entity or of the holder of the debentures or units of debentures; and

(iii) the early repayment date;

(g) details of the arrangements for the amortisation or early redemption of the debentures or units of debentures, as the case may be, including procedures to be adopted;

(h) a description of any subordination or seniority of the issue to other debts of the relevant entity already incurred or to be incurred;

(i) where the rights of the holders of the debentures or units of debentures, as the case may be, will be subordinated to other security holders or creditors —

(i) the aggregate amount of outstanding indebtedness that ranks in priority to the debentures or units of debentures being offered, as of the latest practicable date; or

(ii) where there is no limit on the creation of additional indebtedness that ranks in priority to the debentures or units of debentures being offered, that fact;

(j) the rights conferred upon the holders of the debentures or units of debentures, as the case may be, including rights in respect of interest and redemption, and whether these rights may be materially limited or qualified by the rights of any other class of security holders or creditors;

(k) the particulars of any security, including provisions relating to the release or substitution of the security, if applicable, and where the security is in the form of a fixed asset, any requirement for the maintenance of that asset;

(l) the particulars of any significant covenant, including those concerning subsequent issues of other forms, or subsequent series of debentures or units of debentures;

(m) a statement as to whether or not the relevant entity has any right to create any additional charge over any of the assets subject to a charge to secure the repayment of the debentures or units of debentures, as the case may be, being an additional charge that will rank in priority to or equally with the charge to secure the repayment of the debentures or units of debentures, as the case may be, and, if there is any such right, particulars of its nature and extent;

(n) the nature and scope of any guarantee, surety or commitment intended to ensure that the issue will be duly serviced with regard to both the principal sum of and the interest on the debentures or units of debentures, as the case may be; and the material terms and conditions of any such guarantee, surety or commitment (including all conditions for the application of that guarantee, surety or commitment);

(o) any legislation under which the debentures or units of debentures, as the case may be, have been created, and the governing law and the competent courts in the event of litigation;

(p) definition of events constituting defaults, the remedies available in the event of default, and the effect (if any) of a default on the acceleration of the maturity of the debentures or units of debentures, as the case may be;

(q) information on when holders of the debentures or units of debentures are able to take action to enforce their claims;

(r) the procedures and actions to be taken by the relevant entity, guarantor entity, trustee, fiscal agent or any other representative for the debenture holders (as the case may be) in the event of a default or potential event of default, including —

(i) the communication plans with debenture holders;

(ii) whether any meeting of debenture holders will be convened by the relevant entity, guarantor entity, trustee, fiscal agent or other representative for the debenture holders;

(iii) whether the trustee, fiscal agent or any other representative for the debenture holders is bound to take steps to ascertain whether there is an event of default or a potential event of default; and

(iv) the conditions to be fulfilled in order for the trustee or other representative for the debenture holders to take action on behalf of those debenture holders or at the request of those debenture holders, including any threshold of approval or instruction and any pre‑funding or indemnification requirement;

(s) provisions setting out how the terms and conditions of the debentures or units of debentures, as the case may be, or the rights of the holders of the debentures or units of debentures, may be modified;

(t) the consequences of any failure to make payments that does not constitute an event of default, and the remedies available (under the terms of the debentures or units of debentures, as the case may be, or the applicable law) for any such failure.

Periodic Disclosures

2.  State whether or not the relevant entity and its guarantor entity are required under the terms of the document governing trusteeship or representation of the debenture holders, or under any applicable law or the rules of the approved exchange, to make periodic disclosures of its financial statements or other information so as to enable holders of the debentures or units of debentures, as the case may be, to assess the relevant entity’s and its guarantor entity’s ability to fulfil their respective obligations under the debentures or units of debentures, as the case may be.

Credit Rating

3.  If the relevant entity, its guarantor entity or the debentures or units of debentures being offered have been given a credit rating by a credit rating agency, disclose —

(a) the name of the credit rating agency;

(b) the credit rating (including whether it is a short‑term or long‑term credit rating);

(c) whether any fee or benefit of any kind has been paid by the relevant entity, its guarantor entity or any of their related parties, to the credit rating agency in consideration for the credit rating assessment; and

(d) the date on which the credit rating was given.

4.  If a credit rating is disclosed under paragraph 3, provide the following information:

(a) a statement whether the credit rating is current as of the date of registration of the prospectus;

(b) a statement that, if there is any change in the credit rating after the date of registration of the prospectus to the close of the offer, the relevant entity will lodge a supplementary or replacement prospectus to update the credit rating;

(c) a statement that the credit rating is not a recommendation to invest in the debentures or units of debentures, as the case may be, and that investors should perform their own evaluation as to whether the investment is appropriate;

(d) a statement that the credit rating may be revised or withdrawn at any time;

(e) a statement that the credit rating is a statement of opinion;

(f) a statement stating the specific publicly available sources where the following information can be obtained:

(i) the rating methodology used by the credit rating agency;

(ii) the relative ranking of the credit rating;

(iii) an explanation of the meaning and limitations of the credit rating;

(iv) if the credit rating is a “preliminary”, “provisional” or “expected” rating, the status of that designation and its implications on the relevant entity or the debentures or units of debentures being offered or, in the case of a guaranteed debenture issue, its implications on the relevant entity, its guarantor entity or the debentures or units of debentures being offered;

(g) if the credit rating is a “preliminary”, “provisional” or “expected” rating, a statement undertaking to announce the final rating when it is available;

(h) if the credit rating is below BBB by Fitch Ratings, Baa by Moody’s Investors Service, BBB by Standard and Poor’s Ratings Services, or an equivalent rating by any other credit rating agency, provide the following statement:

“This rating is a non‑investment grade credit rating.”

5.  If all of the relevant entity, its guarantor entity, and the debentures or units of debentures (as the case may be) being offered have not been given a credit rating by a credit rating agency, state that fact and provide a statement that not having a credit rating means that no independent assessment by a credit rating agency of the default risk of the relevant entity, its guarantor entity, and the debentures or units of debentures (as the case may be) being offered has been made.

Capitalisation and Indebtedness

6.  Provide a statement of capitalisation and indebtedness (including the amount of cash and cash equivalents) as of a date no earlier than 60 days prior to the date of lodgment of the prospectus, showing the capitalisation and indebtedness (distinguishing between guaranteed and non‑guaranteed, and secured and unsecured, indebtedness) of —

(a) the relevant entity; or

(b) if the relevant entity is the holding company or holding entity of a group, the group,

as the case may be, and if applicable, adjusted to reflect the sale of new debentures or units of debentures, as the case may be, being issued and the intended application of the net proceeds from the sale. For the purposes of this paragraph, indebtedness includes indirect and contingent indebtedness. In the case of a guaranteed debenture issue, provide also such information in respect of the guarantor entity.

7.  Disclose any other significant contingent liabilities and the nature of such liabilities. In the case of a guaranteed debenture issue, provide also such information in respect of the guarantor entity.

Use of Proceeds from Offer and Expenses Incurred

8.  In the same section, provide the information set out in paragraphs 9 to 13 of this Part.

9.  Disclose the estimated amount of the proceeds from the offer (net of the estimated amount of expenses incurred in connection with the offer) (called in this paragraph and paragraph 10 of this Part the net proceeds). Where only a part of the net proceeds will go to the relevant entity, indicate the amount of the net proceeds that will be raised by the relevant entity. If none of the proceeds will go to the relevant entity, provide a statement of that fact.

10.  Disclose how the net proceeds raised by the relevant entity from the offer will be allocated to each principal intended use. If the anticipated proceeds will not be sufficient to fund all of the intended uses, disclose the order of priority of such uses, as well as the amount and sources of other funds needed. Disclose also how the proceeds will be used pending their eventual utilisation for the proposed uses. Where specific uses are not known for any portion of the proceeds, disclose the general uses for which the proceeds are proposed to be applied. Where the offer is not fully underwritten on a firm commitment basis, state the minimum amount which, in the reasonable opinion of the directors or equivalent persons of the relevant entity, must be raised by the offer of debentures or units of debentures, as the case may be.

11.  If any material part of the proceeds to be raised by the relevant entity will be used, directly or indirectly, to acquire or refinance the acquisition of any asset, business or entity, briefly describe the asset, business or entity and state its purchase price. Provide information on the status of the acquisition and the estimated completion date. Where funds have already been expended for the acquisition, state the amount that has been paid by the relevant entity, or, if the relevant entity is the holding company or holding entity of a group, the amount that has been paid by the relevant entity or any other entity in the group as at the latest practicable date. If the asset, business or entity has been or will be acquired from an interested person of the relevant entity, identify the interested person and state how the cost to the relevant entity is or will be determined and whether the acquisition is on an arm’s length basis.

12.  If any material part of the proceeds to be raised by the relevant entity will be used to discharge, reduce or retire the indebtedness of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, of the group, describe the maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds giving rise to such indebtedness were put.

13.  Disclose —

(a) the amount of discount or commission per debenture or per unit of debenture, as the case may be, agreed upon between —

(i) the underwriter or other placement or selling agent in relation to the offer; and

(ii) the relevant entity or holder of debentures or units of debentures of the relevant entity selling such debentures or units of debentures;

(b) the major expenses (in absolute terms and as a percentage of the total amount of the offer) incurred in connection with the offer and the issue and distribution of the debentures or units of debentures, as the case may be, that are payable by, or on behalf of, the relevant entity, in a reasonably itemised statement; and

(c) if any expenses are to be paid by a person on behalf of the relevant entity, the identity of the person.

Risk Factors

14.  Disclose, in a specific section with the heading “Risk Factors”, the risk factors that are specific to the relevant entity and its industry as well as the debentures or units of debentures, as the case may be, being offered, which had materially affected, or could materially affect, directly or indirectly, the relevant entity’s ability to fulfil its obligations to holders of the debentures or units of debentures, as the case may be, or the price or value of the debentures or units of debentures. In the case of a guaranteed debenture issue, provide also such information in respect of the guarantor entity.

Part 5

INFORMATION ON THE RELEVANT ENTITY

History of the Relevant Entity

1.  Provide the following information:

(a) the date of incorporation or constitution and, where the constituent documents of the relevant entity provide a limit as to the duration for which the relevant entity is to exist, such duration;

(b) the legal form of the relevant entity, the legislation under which it operates, the address and telephone and facsimile numbers of its registered office and principal place of business (if different from those of its registered office), and the email address of the relevant entity or a representative of the relevant entity;

(c) the length of time for which the business of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, of the group has been carried on;

(d) a description of any recent events particular to the relevant entity or, if the relevant entity is the holding company or holding entity of a group, any recent events particular to any entity of the group, which is material to the evaluation of the solvency of the relevant entity or its ability to meet its obligations to holders of the debentures or units of debentures, as the case may be.

Organisational Structure

2.  If the relevant entity is part of a group, briefly describe the group, and the relevant entity’s position within the group. If the relevant entity is dependent (whether wholly or partly) on other entities within the group for its profitability and viability, identify such entities and explain the dependence.

Business Overview and Financial Review

3.  Provide the following information in respect of the relevant entity:

(a) the nature of the operations and principal activities;

(b) the main categories of products sold and services performed and any significant new products or services;

(c) the principal markets in which the relevant entity competes;

(d) the net sales or revenue of the relevant entity for the 2 most recently completed financial years;

(e) in respect of each financial year for which audited financial statements have been included in the prospectus and any interim period for which interim financial statements have been included in the prospectus, any significant factor, including any unusual or infrequent event or new development, which materially affected profit or loss before tax of the relevant entity, the extent to which the profit or loss before tax was so affected, and any other significant component of revenue or expenditure necessary to understand the profit or loss before tax for each of these financial periods;

(f) a summary on whether the business or profitability of the relevant entity is materially dependent on any patent or licence, industrial, commercial or financial contract (including a contract with a customer or supplier) or new manufacturing process.

4.  In paragraph 3 of this Part, a reference to the relevant entity is, if the relevant entity is the holding company or holding entity of a group, a reference to the group.

5.  Where the relevant entity has made any statement in the prospectus regarding its position in comparison with its competitors, disclose the basis for such statement.

Liquidity and Capital Resources

6.  Provide the following information regarding liquidity (both short and long term) in respect of the relevant entity:

(a) a description of the material sources of liquidity, whether internal or external, and a brief discussion of any material unused sources of liquidity, as of the latest practicable date, including a statement by the directors or equivalent persons of the relevant entity as to whether, in their reasonable opinion, the working capital available to the relevant entity, as at the date of lodgment of the prospectus, is sufficient for at least the next 12 months and, if insufficient, how the additional working capital, considered by the directors or equivalent persons to be necessary, is proposed to be provided;

(b) an evaluation of the material sources and amounts of cash flows from operating, investing and financing activities in respect of —

(i) each financial year for which audited cash flow statements have been included in the prospectus; and

(ii) if an interim cash flow statement has been included in the prospectus, the period covered by the interim cash flow statement;

(c) the nature and extent of any legal, financial or economic restriction on the ability of a subsidiary or subsidiary entity of the relevant entity to transfer funds to the relevant entity in the form of cash dividends, loans or advances, and the impact such restrictions have had or are expected to have on the ability of the relevant entity to meet its cash obligations;

(d) the level of borrowings as at the end of the most recently completed financial year or, if any interim financial statements have been included, the period covered by the interim financial statements, the extent to which the borrowings are at a fixed rate, and the maturity profile of the borrowings and committed borrowing facility, with a description of any restriction on its use;

(e) if the relevant entity or any other entity in the group is in breach of any of the terms and conditions or covenants associated with any credit arrangement or bank loan which could materially affect the relevant entity’s financial position and results or business operations, or the investments by holders of debentures or units of debentures, as the case may be, of the relevant entity —

(i) a statement of that fact;

(ii) details of the credit arrangement or bank loan; and

(iii) any action taken or to be taken by the relevant entity or other entity in the group, as the case may be, to rectify the situation (including the status of any restructuring negotiations or agreement, if applicable);

(f) in the case of a guaranteed debenture issue, the information mentioned in sub‑paragraphs (a) to (e) in respect of the guarantor entity.

7.  When ascertaining for the purposes of paragraph 6(a) of this Part whether working capital is sufficient, any financing facilities which are not available as at the date of lodgment of the prospectus must not be included, but net proceeds from the offer may be taken into account if the offer is fully underwritten. Where the offer is not fully underwritten, minimum net proceeds may be included only if it is an express condition of the offer that minimum net proceeds are to be raised and that the application moneys will be returned to investors if the minimum net proceeds are not raised.

8.  Provide information on —

(a) any material capital investment, including the amount invested, from the end of the period covered by the most recent financial statements included in the prospectus (whether such financial statements are annual financial statements or interim financial statements) to and including the latest practicable date;

(b) any material commitment for capital expenditures as of the latest practicable date, including the general purpose of such commitment and the anticipated source of funds needed to fulfil such commitment; and

(c) any other material capital investment which is being planned for or in progress as of the latest practicable date, including the method of financing.

9.  Where the amount of trade receivables is material, provide information on the relevant entity’s credit policy, the circumstances under which credit terms may be extended, the average collection period for each of the 2 most recently completed financial years and any interim period for which interim financial statements have been included in the prospectus, and any material exposure to doubtful trade receivables for each of the 2 most recently completed financial years and any interim period for which interim financial statements have been included in the prospectus. If the amount of trade receivables as at the end of the most recently completed financial year or as at the end of any interim period for which interim financial statements have been included in the prospectus, was material, state the amount which has been collected as of the latest practicable date.

10.  In paragraphs 6, 8 and 9 of this Part, a reference to the relevant entity is, if the relevant entity is the holding company or holding entity of a group, a reference to the group.

Trend Information and Profit Forecast or Profit Estimate

11.  Where there has been a material adverse change in the business and financial prospects since the end of the period covered by the most recent financial statements included in the prospectus (whether such financial statements are annual financial statements or interim financial statements), provide details of this material adverse change. If there has been no material adverse change, provide an appropriate statement to that effect.

12.  Discuss any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on net sales or revenues, profitability, liquidity or capital resources for at least the current financial year, or that may cause financial information disclosed in the prospectus to be not necessarily indicative of the future operating results or financial condition of the relevant entity. If there are no such trends, uncertainties, demands, commitments or events, provide an appropriate statement to that effect.

13.  Where a profit forecast or profit estimate is disclosed, state all principal assumptions, if any, upon which the directors or equivalent persons of the relevant entity have based their profit forecast or profit estimate, as the case may be.

14.  Where a profit forecast is disclosed, include a statement by an auditor of the relevant entity as to whether the profit forecast is properly prepared on the basis of the assumptions mentioned in paragraph 13 of this Part, is consistent with the accounting policies adopted by the relevant entity, and is presented in accordance with the accounting standards adopted by the relevant entity in the preparation of its financial statements.

15.  Where the profit forecast disclosed is in respect of a period ending on a date not later than the end of the current financial year of the relevant entity, provide in addition to the statement mentioned in paragraph 14 of this Part —

(a) a statement by the issue manager to the offer, or by any other person whose profession or reputation gives authority to the statement made by that person, that the profit forecast has been stated by the directors or equivalent persons of the relevant entity after due and careful enquiry and consideration; or

(b) a statement by an auditor of the relevant entity, prepared on the basis of the auditor’s examination of the evidence supporting the assumptions mentioned in paragraph 13 of this Part and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to the auditor’s attention which gives the auditor reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.

16.  Where the profit forecast disclosed is in respect of a period ending on a date after the end of the current financial year of the relevant entity, provide in addition to the statement mentioned in paragraph 14 of this Part —

(a) a statement by the issue manager to the offer, or by any other person whose profession or reputation gives authority to the statement made by that person, prepared on the basis of an examination by that issue manager or person of the evidence supporting the assumptions mentioned in paragraph 13 of this Part, to the effect that no matter has come to the attention of that issue manager or person which gives that issue manager or person reason to believe that the assumptions do not provide reasonable grounds for the profit forecast; or

(b) a statement by an auditor of the relevant entity, prepared on the basis of the auditor’s examination of the evidence supporting the assumptions mentioned in paragraph 13 of this Part and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to the auditor’s attention which gives the auditor reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.

17.  In paragraphs 12, 14, 15 and 16 of this Part, a reference to the relevant entity is, if the relevant entity is the holding company or holding entity of a group, a reference to the group.

Part 6

CONTROLLING PERSONS, DIRECTORS, KEY EXECUTIVES AND EMPLOYEES

Directors and Key Executives

1.  Provide the following information with respect to each of the directors or equivalent persons and key executives of the relevant entity:

(a) name, details of educational and professional qualifications, if any, and areas of expertise or responsibility in the relevant entity or, if the relevant entity is the holding company or holding entity of a group, in the group;

(b) each significant business activity performed outside the relevant entity or, if the relevant entity is the holding company or holding entity of a group, the group and each principal directorship or equivalent position held at present other than in the relevant entity.

Controlling Persons

2.  To the extent known to the relevant entity, state whether the relevant entity is directly or indirectly owned or controlled, whether severally or jointly, by any person or government, and if so, give the name of such person or government, and briefly describe the nature of such control, including the amount and proportion of capital held giving a right to vote.

Material Background Information

3.  Disclose the following matters concerning a director or an equivalent person, a key executive, or a controlling shareholder or controlling interest‑holder of the relevant entity:

(a) whether at any time during the last 10 years, an application or a petition under any bankruptcy laws of any jurisdiction was filed against him or her or against a partnership of which he or she was a partner at the time when he or she was a partner or at any time within 2 years after the date he or she ceased to be a partner;

(b) whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he or she was a director or an equivalent person or a key executive, at the time when he or she was a director or an equivalent person or a key executive of that entity, or at any time within 2 years after the date he or she ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency;

(c) whether there is any unsatisfied judgment against him or her;

(d) whether he or she has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he or she is aware) for such purpose;

(e) whether he or she has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he or she is aware) for such breach;

(f) whether at any time during the last 10 years, judgment has been entered against him or her in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his or her part, or he or she has been the subject of any civil proceedings (including any pending civil proceedings of which he or she is aware) involving an allegation of fraud, misrepresentation or dishonesty on his or her part;

(g) whether he or she has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust;

(h) whether he or she has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust;

(i) whether he or she has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body permanently or temporarily enjoining him or her from engaging in any type of business practice or activity;

(j) whether he or she has ever, to his or her knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of —

(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere;

(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere;

(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or

(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,

in connection with any matter occurring or arising during the period when he or she was so concerned with the entity or business trust;

(k) whether he or she has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere.

Service Contracts

4.  Provide details of any existing or proposed service contract entered or to be entered into by the directors or equivalent persons of the relevant entity with the relevant entity or its subsidiary or subsidiary entity which provide for benefits upon termination of employment, or an appropriate negative statement.

Part 7

INTERESTED PERSON TRANSACTIONS AND INTERESTS OF EXPERTS, UNDERWRITERS AND FINANCIAL ADVISERS

Interested Person Transactions

1.  Provide the following information with respect to each transaction or loan, or proposed transaction or loan, between the beginning of the 2 most recently completed financial years and the latest practicable date, and between the entity at risk and an interested person of the relevant entity, which are material in the context of the offer:

(a) the nature of the transaction and the quantum involved;

(b) the amount of the loan (including a guarantee of any kind) made by the entity at risk or interested person to or for the benefit of the interested person or entity at risk respectively, such information to include the largest amount outstanding during the period covered, the amount outstanding as at the latest practicable date, the nature of the loan and the transaction in which it was incurred, and the interest rate on the loan.

2.  For each transaction mentioned in paragraph 1 of this Part —

(a) if that transaction has been completed or will be completed at or before the close of the offer, disclose whether or not the transaction has been or will be carried out on an arm’s length basis;

(b) if that transaction will continue after the close of the offer, disclose —

(i) whether or not the transaction has been carried out on an arm’s length basis; and

(ii) the procedure undertaken or which will be undertaken to ensure that such transaction will be carried out on an arm’s length basis; or

(c) if that transaction has been proposed, disclose the procedure which will be undertaken to ensure that such transaction will be carried out on an arm’s length basis.

3.  For each loan mentioned in paragraph 1 of this Part —

(a) if that loan has been repaid or will be repaid at or before the close of the offer, disclose whether or not the loan was made on an arm’s length basis;

(b) if that loan is to be repaid, whether partly or wholly, after the close of the offer, disclose —

(i) whether or not the loan was made on an arm’s length basis; and

(ii) when the loan is intended or required to be repaid; or

(c) if that loan has been proposed, disclose the procedure which will be undertaken to ensure that such loan will be made on an arm’s length basis.

4.  Where transactions or loans between the entity at risk and an interested person of the relevant entity are similar and recurring in nature or could otherwise be grouped in a meaningful manner, the information required with respect to the transactions or loans in paragraphs 1, 2 and 3 of this Part should be provided on an aggregate basis, if the aggregate of these transactions or loans are material in the context of the offer.

Interests of Experts

5.  If an expert named in the prospectus —

(a) is employed on a contingent basis by the relevant entity or its subsidiary or subsidiary entity;

(b) has a material interest, whether direct or indirect, in the shares, equity interests or debentures of the relevant entity or its subsidiary or subsidiary entity; or

(c) has a material economic interest, whether direct or indirect, in the relevant entity, including an interest in the success of the offer,

describe the nature and terms of such contingency or interest.

Interests of Underwriters or Financial Advisers

6.  If, in the reasonable opinion of the directors or equivalent persons, any underwriter or other financial adviser in relation to the offer has a material relationship with the relevant entity, describe the nature and terms of such relationship.

Part 8

FINANCIAL INFORMATION

1.—(1)  In this Part, unless the context otherwise requires —

“annual financial statements” means any annual financial statements of the relevant entity or, where the relevant entity is a holding company or holding entity, any annual consolidated financial statements of the relevant entity or any annual combined financial statements of the group;

“auditor” or “auditors” includes, where the relevant entity has engaged any auditor other than its own in relation to any requirement under this Part, that auditor;

“common control business” means a business that —

(a) at the time of registration of the prospectus, had been acquired by the relevant entity or any other entity in the group; and

(b) immediately prior to its acquisition by the relevant entity or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant entity;

“common control business trust” means a business trust that —

(a) at the time of registration of the prospectus, had been acquired by the relevant entity or any other entity in the group; and

(b) immediately prior to its acquisition by the relevant entity or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant entity;

“common control entity” means an entity that —

(a) at the time of registration of the prospectus, had been acquired by the relevant entity or any other entity in the group; and

(b) immediately prior to its acquisition by the relevant entity or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant entity;

“group” means —

(a) where the relevant entity is a corporation, the group of which the relevant entity is the holding company; or

(b) where the relevant entity is not a corporation, the group of which the relevant entity is the holding entity;

“interim financial statements” means any interim financial statements of the relevant entity or, where the relevant entity is a holding company or holding entity, any interim consolidated financial statements of the relevant entity or any interim combined financial statements of the group;

“pro forma financial statements” means any pro forma financial statements of the relevant entity or, where the relevant entity is a holding company or holding entity, of the group;

“underlying financial statements”, in relation to any financial statements which have been restated pursuant to paragraph 9(b)(i) of this Part (called in this definition the restated financial statements), means the financial statements that form the basis for the restated financial statements.

(2)  For the purposes of this Part, a person controls an entity, a business or a business trust if —

(a) subject to sub‑paragraph (b), under the accounting standards adopted by the relevant entity in the preparation of its annual financial statements; or

(b) where those annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, under the body of accounting standards in accordance with which those annual financial statements have been restated,

had the relevant entity been a holding company or holding entity, the person would have been treated, in the preparation of any consolidated financial statements of the relevant entity or any combined financial statements of the group, as having the capacity to determine the outcome of decisions on the financial and operating policies relating to the entity, business or business trust.

2.  In the case of a guaranteed debenture issue, the information required under this Part must also be given of the guarantor entity.

Audited Financial Information

3.  Subject to paragraphs 4 and 8 of this Part, provide —

(a) in a case where the relevant entity or, if the relevant entity is a holding company or holding entity, the relevant entity or any other entity in the group has acquired any common control entity, common control business or common control business trust between the beginning of the period comprising the 2 most recently completed financial years of the relevant entity or group, as the case may be, and the date of registration of the prospectus by the Authority —

(i) the annual financial statements of the relevant entity or, if the relevant entity is a holding company or holding entity, its annual consolidated financial statements or the annual combined financial statements of the group for the 2 most recently completed financial years; or

(ii) where —

(A) the relevant entity has been in existence for less than 2 completed financial years or, if the relevant entity is a holding company or holding entity, neither the relevant entity nor any other entity in the group has been in existence for at least 2 completed financial years; and

(B) no common control entity, common control business or common control business trust has been held and controlled, whether directly or indirectly, by a person who controls the relevant entity as at the end of the earliest of the 2 most recently completed financial years,

the annual financial statements of the relevant entity or, if the relevant entity is a holding company or holding entity, its annual consolidated financial statements or the annual combined financial statements of the group for each financial year beginning with the financial year in which —

(C) the relevant entity or, if the relevant entity is a holding company or holding entity, the relevant entity or any other entity in the group came into existence; or

(D) any of the common control entities, common control businesses or common control business trusts was first held and controlled by a person who controls the relevant entity,

whichever is earlier; or

(b) in any other case, the annual financial statements of the relevant entity or, if the relevant entity is a holding company or holding entity, its annual consolidated financial statements for the 2 most recently completed financial years or, where the relevant entity has been in existence for less than 2 completed financial years, for each of the financial years during which it has been in existence.

4.  If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year —

(a) the annual financial statements for the most recently completed financial year need not be provided under paragraph 3 of this Part;

(b) a reference to the 2 most recently completed financial years in paragraphs 3 and 8 of this Part is to be construed as a reference to the 2 completed financial years immediately preceding the most recently completed financial year; and

(c) a reference to the most recently completed financial year in paragraphs 3 and 6 of this Part is to be construed as a reference to the financial year immediately preceding the most recently completed financial year.

5.  The annual financial statements to be provided under paragraph 3(a) of this Part must be prepared as if the common control entities, common control businesses or common control business trusts were, at the time they were held and controlled, whether directly or indirectly, by a person who controls the relevant entity, a part of the relevant entity or the group, as the case may be, for the relevant financial periods.

6.  If any annual financial statements to be provided under paragraph 3 of this Part relate to a period other than 12 months due to a change in the financial year end of the relevant entity or the group, as the case may be, the annual financial statements in respect of that financial year and the financial years preceding that financial year must be provided on a restated 12‑month basis, so that the financial year end for each of the restated financial statements corresponds to the financial year end for the most recently completed financial year.

7.  To avoid doubt, where the relevant entity or any other entity in the group has acquired any asset or any entity, business or business trust (other than a common control entity, common control business or common control business trust), the annual financial statements to be provided under paragraph 3 of this Part must include such asset, entity, business or business trust only from the date of its acquisition by the relevant entity or the other entity in the group, as the case may be.

8.  The annual financial statements of the relevant entity or the group, as the case may be, need not be provided under paragraph 3 of this Part in respect of any financial year in which —

(a) the relevant entity and, if the relevant entity had acquired any common control business between the beginning of the period comprising the 2 most recently completed financial years and the date of registration of the prospectus by the Authority, all such common control businesses; or

(b) where the relevant entity is a holding company or holding entity, the group and, if the relevant entity or any other entity in the group had acquired any common control entity, common control business or common control business trust between the beginning of the period comprising the 2 most recently completed financial years and the date of registration of the prospectus by the Authority, all such common control entities, common control businesses and common control business trusts,

were dormant or had not commenced any activity as at the end of that financial year.

9.  Each of the annual financial statements to be provided under paragraph 3 of this Part must be —

(a) prepared in accordance with the Singapore Financial Reporting Standards (International) (called in this Part SFRS(I)s), the International Financial Reporting Standards (called in this Part IFRS) or the US Generally Accepted Accounting Principles (called in this Part US GAAP); or

(b) where the annual financial statements are not prepared in accordance with any body of accounting standards mentioned in sub‑paragraph (a) —

(i) restated in accordance with any body of accounting standards mentioned in sub‑paragraph (a);

(ii) if no material adjustments are required to restate the annual financial statements in accordance with any body of accounting standards mentioned in sub‑paragraph (a), accompanied by an opinion from the auditors that this is so; or

(iii) prepared in accordance with such other body of accounting standards as may be approved in any particular case by the Authority.

10.  Despite paragraph 9 of this Part, any of the annual financial statements to be provided under paragraph 3 of this Part that relates to a financial year that begins before 1 January 2018 may be prepared in accordance with the Financial Reporting Standards (called in this Part FRS), if the prospectus discloses —

(a) where all the annual financial statements to be provided under paragraph 3 of this Part relate to financial years that begin before 1 January 2017 ––

(i) a description of the differences between the accounting treatment applied when preparing the annual financial statements for the most recently completed financial year in accordance with the FRS, and the accounting treatment applied when preparing those annual financial statements in accordance with the SFRS(I)s;

(ii) an audited reconciliation of net profit after tax for the most recently completed financial year prepared in accordance with the FRS, and the net profit after tax for that financial year prepared in accordance with the SFRS(I)s; and

(iii) an audited reconciliation of net assets for the most recently completed financial year prepared in accordance with the FRS, and the net assets for that financial year prepared in accordance with the SFRS(I)s; or

(b) where any of the annual financial statements to be provided under paragraph 3 of this Part relates to a financial year that begins on or after 1 January 2017 but before 1 January 2018 ––

(i) the annual financial statements relating to the financial year beginning before 1 January 2017, if any, that are prepared in accordance with the FRS;

(ii) the annual financial statements relating to the financial year beginning on or after 1 January 2017 but before 1 January 2018 that are prepared in accordance with the FRS, and accompanied by ––

(A) an audited statement of reconciliation of the statement of profit or loss and other comprehensive income for the financial year prepared in accordance with the FRS, and the statement of profit or loss and other comprehensive income for the financial year prepared in accordance with the SFRS(I)s;

(B) an audited statement of reconciliation of the statement of cash flows for the financial year prepared in accordance with the FRS, and the statement of cash flows for the financial year prepared in accordance with the SFRS(I)s;

(C) an audited statement of reconciliation of the statement of financial position for the financial year prepared in accordance with the FRS, and the statement of financial position for the financial year prepared in accordance with the SFRS(I)s;

(D) an audited statement of reconciliation of the statement of changes in equity for the financial year prepared in accordance with the FRS, and the statement of changes in equity for the financial year prepared in accordance with the SFRS(I)s; and

(E) notes to describe any differences between the financial figures of the audited annual financial statements prepared in accordance with the FRS, and the financial figures of the annual financial statements prepared in accordance with the SFRS(I)s; and

(iii) the annual financial statements relating to the financial year beginning on or after 1 January 2018, if any, that are prepared in accordance with the SFRS(I)s.

11.  State, in respect of each financial year, the body of accounting standards that was adopted by the relevant entity in the preparation of the annual financial statements to be provided under paragraph 3 of this Part for that financial year and, where the annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, the body of accounting standards in accordance with which the underlying financial statements have been restated.

12.  Each of the annual financial statements to be provided under paragraph 3 of this Part or, where the annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, the underlying financial statements must be audited in accordance with —

(a) the Singapore Standards on Auditing (called in this Part SSA), the International Standards on Auditing (called in this Part ISA) or the US Generally Accepted Auditing Standards (called in this Part US GAAS);

(b) any body of auditing standards which is not materially different from any body of auditing standards mentioned in sub‑paragraph (a) to the extent applicable to the audit of the annual financial statements; or

(c) such other body of auditing standards as may be approved in any particular case by the Authority.

13.  State, in respect of each financial year, the body of auditing standards that was adopted by the auditors of the relevant entity in the audit of the annual financial statements to be provided under paragraph 3 of this Part for that financial year or, where the annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, the body of auditing standards that was adopted in the audit of the underlying financial statements.

14.  Where any annual financial statements to be provided under paragraph 3 of this Part or, if the annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, the underlying financial statements are audited in accordance with any body of auditing standards mentioned in paragraph 12(b) of this Part, include in the prospectus an opinion from the auditors of the relevant entity that there are no material differences between the body of auditing standards adopted in the audit of the annual financial statements or underlying financial statements, as the case may be, and the SSA, ISA or US GAAS to the extent applicable to the audit of the annual financial statements or underlying financial statements.

15.  Subject to paragraph 16 of this Part, each of the annual financial statements to be provided under paragraph 3 of this Part must be accompanied by —

(a) the audit report in respect of the annual financial statements or, if the auditors have refused to issue an audit report in respect of the annual financial statements, a statement highlighting and providing the reasons for the auditors’ refusal;

(b) a statement identifying the auditors who audited the annual financial statements and the membership or memberships of each auditor in any professional body or bodies; and

(c) if the audit report in respect of the annual financial statements contains any material qualification, modification or disclaimer, a statement highlighting and providing the reasons for the qualification, modification or disclaimer in the prospectus.

16.  Where any annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, state that fact and include in the prospectus in respect of each of the restated financial statements —

(a) an opinion from the auditors of the relevant entity that nothing has come to their attention that causes them to believe that the restated annual financial statements have not been properly restated in all material respects in accordance with a body of accounting standards mentioned in paragraph 9(a) of this Part;

(b) a statement of reconciliation between the restated annual financial statements and the audited underlying financial statements;

(c) a statement identifying the auditors who audited the underlying financial statements and the membership or memberships of each auditor in any professional body or bodies;

(d) a statement that the underlying financial statements have been audited in accordance with the relevant auditing standards;

(e) either of the following:

(i) a statement that the audit report for the underlying financial statements does not contain any material qualification; or

(ii) if the audit report for the underlying financial statements contains any material qualification, modification or disclaimer, a statement setting out in full and providing the reasons for the qualification, modification or disclaimer, as the case may be;

(f) a statement that the auditor for the underlying financial statements has given, and has not withdrawn, his or her written consent to the issue of the prospectus with the inclusion of the statements mentioned in sub‑paragraphs (c), (d) and (e) in the form and context in which they are included in the prospectus; and

(g) a statement that copies of the audited underlying financial statements are available for inspection at a specified place in Singapore for a period of at least 6 months after the date of registration of the prospectus by the Authority.

17.  The annual financial statements to be provided under paragraph 3 of this Part or, where annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, the underlying financial statements must be made up to a date not earlier than 12 months before the date of lodgment of the prospectus.

Interim Financial Information

18.  If the date of lodgment of the prospectus is more than 6 months after the end of the most recently completed financial year for which audited financial statements have been prepared, provide the interim financial statements of the relevant entity or, where the relevant entity is a holding company or holding entity, of the group in accordance with paragraphs 19, 20 and 21 of this Part.

19.  If the date of lodgment of the prospectus is more than 6 months but not more than 9 months after the end of the most recently completed financial year for which audited financial statements have been prepared —

(a) the interim financial statements to be provided under paragraph 18 of this Part must cover at least the first 3 months of the current financial year;

(b) the interim financial statements must be reviewed by the auditors of the relevant entity but need not be audited; and

(c) the fact that the interim financial statements have only been reviewed but not audited must be stated.

20.  If the date of lodgment of the prospectus is more than 9 months but not more than 12 months after the end of the most recently completed financial year for which audited financial statements were prepared —

(a) the interim financial statements to be provided under paragraph 18 of this Part must cover at least the first 6 months of the current financial year;

(b) the interim financial statements must be reviewed by the auditors of the relevant entity but need not be audited; and

(c) the fact that the interim financial statements have only been reviewed but not audited must be stated.

21.  If the date of lodgment of the prospectus is more than 12 months but not more than 15 months after the end of the most recently completed financial year for which audited financial statements were prepared —

(a) the interim financial statements to be provided under paragraph 18 of this Part must cover at least the first 9 months of the most recently completed financial year;

(b) the interim financial statements for at least the first 3 months of the most recently completed financial year must be audited;

(c) the interim financial statements for the remaining months of the period covered by the interim financial statements mentioned in sub‑paragraph (a) must be reviewed by the auditors of the relevant entity but need not be audited; and

(d) the fact that the interim financial statements for the remaining months of the period covered by the interim financial statements mentioned in sub‑paragraph (a) have only been reviewed but not audited must be stated.

22.  The interim financial statements provided must —

(a) in the case where the interim financial statements relate to a period beginning on or after 1 January 2018 and the audited financial statements for the most recently completed financial year provided under paragraph 3 of this Part are prepared in accordance with the FRS, be prepared in accordance with the SFRS(I)s; and

(b) in any other case, be prepared in the format similar to the format of the audited financial statements for the most recently completed financial year provided under paragraph 3 of this Part.

23.  Include the following in the interim financial statements:

(a) comparative figures (other than balance sheet figures) for the same period in the preceding financial year in respect of the relevant entity or, if the relevant entity is a holding company or holding entity, of the group, unless annual financial statements of the relevant entity or group, as the case may be, have not been provided for the preceding financial year;

(b) selected note disclosures that explain any event or change which is significant to the understanding of any change in the financial position and results of the relevant entity or, if the relevant entity is a holding company or holding entity, of the group since the last annual reporting date.

24.  Include in the prospectus —

(a) a report by the auditors of the relevant entity on the audit of the interim financial statements; or

(b) if the interim financial statements are not audited, a report by the auditors on the review of the interim financial statements.

Pro Forma Financial Information

25.  Where —

(a) the relevant entity, or, if the relevant entity is a holding company or holding entity, the relevant entity or any other entity in the group, has —

(i) acquired or disposed of any asset or any entity, business or business trust (other than a common control entity, common control business or common control business trust); or

(ii) entered into any agreement to acquire or dispose of any asset or any entity, business or business trust (whether or not that entity, business or business trust is a common control entity, common control business or common control business trust),

during the period between the beginning of the most recently completed financial year and the date of registration of the prospectus by the Authority and —

(A) the net book value, or the absolute amount of the profit or loss before tax, of that asset, entity, business or business trust has or would have accounted for 10% or more of the absolute amount of the net assets or net liabilities, or the profit or loss before tax, respectively, of the relevant entity or of the group (after adjusting for the effects of the group restructuring, where applicable), as the case may be, in respect of the most recently completed financial year; or

(B) the total net book value, or the total absolute amount of the profit or loss before tax, of all of those assets, entities, businesses and business trusts together have or would have accounted for 20% or more of the absolute amount of the net assets or net liabilities, or the profit or loss before tax, respectively, of the relevant entity or of the group (after adjusting for the effects of the group restructuring, where applicable), as the case may be, in respect of the most recently completed financial year; or

(b) any significant change to the capital structure (including any material distribution) of the relevant entity, or, if the relevant entity is a holding company or holding entity, of the relevant entity or of any other entity or any business trust in the group, has occurred during the period between the end of the most recently completed financial year and the date of registration of the prospectus by the Authority,

provide pro forma financial statements for the most recently completed financial year and, if interim financial statements of the relevant entity or of the group have been included in the prospectus, for the period covered by the interim financial statements.

26.  Paragraph 25(a)(i) and (ii) of this Part does not include any acquisition or disposal, or agreement to acquire or dispose, that —

(a) was made in the ordinary course of business by the relevant entity or, if the relevant entity is a holding company, by any other entity in the group;

(b) was made in relation to —

(i) a new production line;

(ii) construction‑in‑progress; or

(iii) any other machinery or equipment; and

(c) has been disclosed under paragraph 8(b) of Part 5 of this Schedule.

27.  The pro forma profit and loss statement and pro forma cash flow statement must be prepared —

(a) for the most recently completed financial year; and

(b) where any interim financial statements have been provided (whether under paragraph 18 of this Part or otherwise), for the period covered by the interim financial statements,

as if the acquisition, disposal or significant change had occurred at the beginning of the most recently completed financial year.

28.  The pro forma balance sheet must be prepared —

(a) as at the end of the most recently completed financial year as if the acquisition, disposal or significant change had occurred at the end of that financial year; and

(b) where any interim financial statements have been provided (whether under paragraph 18 of this Part or otherwise), as at the end of the period covered by the interim financial statements, as if the acquisition, disposal or significant change had occurred at the end of the period.

29.  The pro forma profit and loss statement and pro forma cash flow statement need not be provided under paragraph 25 —

(a) for the most recently completed financial year, if the asset, entity, business or business trust that is the subject of the acquisition, disposal, or agreement for acquisition or disposal was inactive for the whole of that financial year; and

(b) for the period covered by the interim financial statements (if applicable), if the asset, entity, business or business trust was inactive for the whole of the period covered by the interim financial statements.

30.  For the purposes of paragraph 29 of this Part —

(a) an asset is inactive if it is not being used in the course or furtherance of a business;

(b) a business is inactive if —

(i) it has not commenced; or

(ii) it is dormant; and

(c) an entity or a business trust is inactive if it is dormant.

31.  Where the prospectus includes an opinion of the auditors of the relevant entity that the pro forma profit and loss statement, cash flow statement or balance sheet in respect of the most recently completed financial year or, where any interim financial statements have been provided (whether under paragraph 18 of this Part or otherwise), in respect of the period covered by the interim financial statements, is the same, in all material respects, as the audited annual or interim profit and loss statement, cash flow statement or balance sheet of the relevant entity, or the audited annual or interim consolidated profit and loss statement, cash flow statement or balance sheet of the relevant entity, or the audited annual or interim combined profit and loss statement, cash flow statement or balance sheet of the group, as the case may be, which has been included in the prospectus, the pro forma profit and loss statement, cash flow statement or balance sheet, as the case may be, for that financial year or period need not be provided.

32.  In respect of the pro forma financial statements required under paragraph 25 of this Part, state —

(a) that they are prepared for illustrative purposes only and are based on certain assumptions, after making certain adjustments, to show —

(i) what the financial results and cash flows of the relevant entity or the group, as the case may be, for the most recently completed financial year and, where applicable, the period covered by the interim financial statements would have been, if the acquisition, disposal or significant change had occurred at the beginning of that financial year; and

(ii) what the financial position of the relevant entity or the group, as the case may be, would have been —

(A) as at the end of the most recently completed financial year, if the acquisition, disposal or significant change had occurred at the end of that financial year; and

(B) where applicable, as at the end of the period covered by the interim financial statements, if the acquisition, disposal or significant change had occurred at the end of that period;

(b) that because of their nature, they may not give a true picture of the actual financial position or results of the relevant entity or the group, as the case may be;

(c) the basis upon which they are prepared, including the source of each item of information; and

(d) any material adjustment made to any information used in the preparation of the pro forma financial statements and the reason for making that adjustment.

33.  Where pro forma financial statements have been provided for any reason mentioned in paragraph 25(a) of this Part, with respect to the pro forma financial statements —

(a) identify each asset, entity, business or business trust mentioned in paragraph 25(a)(i) and (ii) of this Part;

(b) provide a statement that the pro forma financial statements included in the prospectus have been properly prepared from financial statements relating to —

(i) the assets, entities, businesses and business trusts in the group; and

(ii) the assets, entities, businesses and business trusts mentioned in paragraph 25(a)(i) and (ii) of this Part;

(c) provide a statement —

(i) that the financial statements relating to the assets, entities, businesses and business trusts mentioned in paragraph 25(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant entity or any other entity in the group) which were used in the preparation of the pro forma financial statements were prepared in accordance with the SFRS(I)s, IFRS or US GAAP; or

(ii) where the financial statements relating to any asset, entity, business or business trust mentioned in paragraph 25(a)(i) and (ii) of this Part (being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant entity or any other entity in the group) which were used in the preparation of the pro forma financial statements were not prepared in accordance with any body of accounting standards mentioned in sub‑paragraph (i), in respect of each such asset, entity, business or business trust —

(A) that the financial statements relating to that asset, entity, business or business trust were restated in accordance with any body of accounting standards mentioned in sub‑paragraph (i);

(B) that the financial statements relating to that asset, entity, business or business trust were prepared in accordance with such other body of accounting standards as may be approved in any particular case by the Authority; or

(C) if no material adjustments are required to restate the financial statements relating to that asset, entity, business or business trust in accordance with any body of accounting standards mentioned in sub‑paragraph (i), that no material adjustments would be required to restate those financial statements to be in accordance with that body of accounting standards,

and that the financial statements relating to all other assets, entities, businesses and business trusts mentioned in paragraph 25(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant entity or any other entity in the group) which were used in the preparation of the pro forma financial statements were prepared in accordance with a body of accounting standards mentioned in sub‑paragraph (i); and

(d) state, in respect of each of the financial statements relating to the assets, entities, businesses and business trusts mentioned in paragraph 25(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant entity or any other entity in the group) which were used in the preparation of the pro forma financial statements, the body of accounting standards that was adopted in the preparation of the financial statements and, where the financial statements have been restated pursuant to sub‑paragraph (c)(ii)(A), the body of accounting standards in accordance with which the financial statements have been restated.

34.  Despite paragraph 33 of this Part, where pro forma financial statements provided for any reason mentioned in paragraph 25(a) of this Part relate to a financial year or interim period that begins before 1 January 2018, the pro forma financial statements may state that the financial statements relating to the assets, entities, businesses and business trusts mentioned in paragraph 25(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant entity or any other entity in the group) which were used in the preparation of the pro forma financial statements were prepared in accordance with the FRS.

35.  In respect of each of the financial statements relating to the assets, entities, businesses and business trusts mentioned in paragraph 25(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant entity or any other entity in the group) which are used in the preparation of the pro forma financial statements, state whether or not the financial statements are audited.

36.  In respect of each of the audited financial statements relating to the assets, entities, businesses and business trusts mentioned in paragraph 25(a)(i) and (ii) of this Part (each being an asset, an entity, a business or a business trust which has been or will be acquired by the relevant entity or any other entity in the group) which are used in the preparation of the pro forma financial statements —

(a) state the body of auditing standards that was adopted by the auditors in the audit of the financial statements; and

(b) provide a statement identifying the auditors who audited the financial statements, together with the membership or memberships of each auditor in a professional body.

37.  Include, in the prospectus —

(a) a statement that the audit reports for the financial statements mentioned in paragraph 36 of this Part do not contain any material qualification; or

(b) if any of those audit reports contains any material qualification, modification or disclaimer, a statement —

(i) setting out in full the qualification, modification or disclaimer; and

(ii) providing the reason for the qualification, modification or disclaimer.

38.  Include, in the prospectus, an opinion from the auditors of the relevant entity, that —

(a) the pro forma financial statements have been properly prepared —

(i) on the basis mentioned in paragraph 32(c) of this Part; and

(ii) where the pro forma financial statements have been provided for any reason mentioned in paragraph 25(a) of this Part, in accordance with the matters mentioned in the statements under paragraph 33(b) and (c) of this Part; and

(b) each material adjustment made to the information used in the preparation of the pro forma financial statements is appropriate for the purpose of preparing such financial statements, and is in accordance with —

(i) generally accepted auditing standards in Singapore; or

(ii) such other body of auditing standards as may be approved in any particular case by the Authority.

39.  The pro forma financial statements to be provided under paragraph 25 of this Part must —

(a) in the case of annual financial statements, be —

(i) made up to the date to which the audited financial statements of the relevant entity or the group for the most recently completed financial year have been made up; and

(ii) prepared in the format similar to the format of the audited financial statements for the most recently completed financial year provided under paragraph 3 of this Part; and

(b) in the case of interim financial statements, be —

(i) made up to the date to which the interim financial statements of the relevant entity or the group have been made up; and

(ii) prepared in the format similar to the format of the interim financial statements provided under paragraph 18 of this Part.

40.  If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year —

(a) the pro forma financial statements for the most recently completed financial year need not be provided under paragraph 25 of this Part; and

(b) the reference to the most recently completed financial year in paragraphs 25 to 32 and 39 is to be construed as a reference to the financial year immediately preceding the most recently completed financial year.

Change in Accounting Policies

41.  Where there has been any material change to the relevant entity’s accounting policies, provide a summary of the material change and the reason for and quantitative impact of such change on the financial results of the relevant entity or, if the relevant entity is a holding company or holding entity, of the group for each of the 2 most recently completed financial years. If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year, the reference to the 2 most recently completed financial years in this paragraph is a reference to the 2 most recently completed financial years immediately preceding the most recently completed financial year.

Litigation

42.  Provide information on any legal or arbitration proceedings, including those which are pending or known to be contemplated, which may have, or which have had in the 12 months immediately preceding the date of lodgment of the prospectus, a material effect on the financial position or profitability of the relevant entity or, where the relevant entity is a holding company or holding entity, of the group.

Significant Changes

43.  Disclose any event (other than any matter disclosed under paragraph 25 of this Part) that has occurred from the end of the period covered by the most recent financial statements included in the prospectus (whether such financial statements are annual financial statements or interim financial statements) to the latest practicable date which may have a material effect on the financial position and results of the relevant entity or, where the relevant entity is a holding company or holding entity, the group or, if there is no such event, provide an appropriate statement to that effect.

Secured Debentures

44.  Provide, in relation to an offer of secured debentures or certificates of debenture stock, a summary by the auditors of the relevant entity showing, in tabular form —

(a) the aggregate value of the tangible assets owned by the relevant entity;

(b) the aggregate value of the tangible assets owned by each, or jointly owned by 2 or more, of its guarantor entities; and

(c) the aggregate value of the tangible assets jointly owned by the relevant entity and one or more of its guarantor entities,

which have been charged to secure the repayment of all or any moneys payable in respect of the secured debentures or certificates of debenture stock, including an explanation of any adjustment made for the purpose of providing a true and fair view of those assets.

45.  Show also, in the summary —

(a) the amounts outstanding of the aggregate amounts borrowed by the relevant entity and by each of its guarantor entities, distinguishing between those amounts outstanding which will rank for repayment in priority to the amount under the proposed issue and those amounts outstanding which will rank for repayment equally with the amount under the proposed issue;

(b) where any charge is for a liability the amount of which may vary from time to time, the actual amount of the liability as at the date on which the summary is made and any further amount which may be advanced under that charge; and

(c) the aggregate amount of advances by the relevant entity to related corporations or related entities of the relevant entity, distinguishing between advances which are secured and advances which are unsecured.

46.  The auditors of the relevant entity may explain or qualify, by way of notes or otherwise, any of the matters set out in the summary.

47.  Where the tangible assets mentioned in paragraph 44 of this Part are in the form of property, provide information on a report of the valuation of the interest of the relevant entity and of each of its guarantor entities in each property charged, showing the nature and extent of the interest of the relevant entity and of each of its guarantor entities, such report to be made not more than 6 months before the date of lodgment of the prospectus by an independent qualified valuer.

Part 9

THE OFFER AND LISTING

Offer Details

1.  Where the debentures or units of debentures, as the case may be, are offered at a discount or premium, state the discount or premium.

2.  Indicate the amount of any expense specifically charged to the subscriber or purchaser of the debentures or units of debentures, as the case may be, being offered.

3.  Indicate whether the debentures or units of debentures, as the case may be, being offered are in registered or bearer form.

4.  Describe the arrangement for transfer and any restriction on the free transferability of the debentures or units of debentures, as the case may be, being offered.

Plan of Distribution

5.  Where not all of the debentures or units of debentures, as the case may be, being offered are underwritten or guaranteed, provide a statement of the portion not so underwritten or guaranteed.

6.  Where the offer of debentures or units of debentures, as the case may be, is underwritten, provide a brief summary of the features of the underwriting relationship and state whether the arrangement is —

(a) one under which the underwriters are or will be committed to take and to pay for all of the debentures or units of debentures; or

(b) an agency or “best efforts” type of arrangement under which the underwriters are required to take and to pay for only such debentures or units of debentures as they may be able to sell to the public.

7.  Where the relevant entity reserves the right to accept or retain over‑subscriptions, state the limit on the right so reserved expressed as a sum of money. Also, if the amount of the debentures or units of debentures, as the case may be, being offered can be increased, such as by the exercise of an underwriter’s over‑allotment option or “greenshoe option”, state the exercise period of and amount under such option.

8.  If applicable, identify any group of targeted potential investors to whom the debentures or units of debentures, as the case may be, are being offered. If the offer is being made simultaneously in the markets of 2 or more countries and if a tranche has been or is being reserved for any of these countries, indicate any such tranche.

9.  Indicate the amount, and outline briefly the plan of distribution, of any debentures or units of debentures, as the case may be, that are to be offered otherwise than through underwriters. If the debentures or units of debentures are to be offered through the selling efforts of any broker or dealer, describe the plan of distribution and the terms of any agreement or understanding with such entities. If known, identify each broker or dealer that will participate in the offer and state the amount to be offered through each broker or dealer.

Markets

10.  Identify the approved exchange or overseas exchange on which —

(a) debentures or units of debentures, as the case may be, of the same class as those being offered are already listed for quotation or quoted, or on which permission to list for quotation or quote the debentures or units of debentures is being or is proposed to be sought; and

(b) any part of the shares or equity interests of the relevant entity is already listed for quotation or quoted, or on which permission to list for quotation or quote any part of the shares or equity interests is being or is proposed to be sought, specifying the name of the approved exchange or overseas exchange on which the relevant entity’s primary listing is or is to be, or an appropriate negative statement.

11.  When permission to list for quotation or quote on any approved exchange or overseas exchange is being or is proposed to be sought in respect of the firstmentioned debentures or units of debentures in paragraph 10 of this Part, or the debentures or units of debentures which are the subject of the current offer, state that fact without creating the impression that the application for permission will necessarily be approved. If known, provide the dates on which such debentures or units of debentures will be listed for quotation or quoted and on which trading will commence.

Part 10

ADDITIONAL INFORMATION

Capital

1.  In a case where the relevant entity is a corporation, state the amount of issued share capital in respect of the relevant entity as of the latest practicable date and, for each class of share capital, provide the following information:

(a) the number of shares issued and fully paid;

(b) the number of shares issued but not fully paid.

2.  In a case where the relevant entity is not a corporation, state the amount of equity capital in respect of the relevant entity as of the latest practicable date and, for each class of equity capital, provide the following information:

(a) the amount of equity interests issued and fully paid;

(b) the amount of equity interests issued but not fully paid.

3.  Provide an indication of the resolutions, authorisations and approvals by virtue of which any debentures or units of debentures of the relevant entity may be issued, the nature and amount of the issue, and the number of debentures or units of debentures which may be issued, if predetermined.

Constituent Documents of Relevant Entity

4.  Provide a summary of the provisions of the relevant entity’s constituent documents and by‑laws with respect to —

(a) the borrowing powers exercisable by the directors or equivalent persons of the relevant entity;

(b) how such borrowing powers may be varied; and

(c) the number of shares or amount of equity interests, if any, required for qualification as a director or an equivalent person.

Material Contracts

5.  Provide a brief summary of each material contract, other than a contract entered into in the ordinary course of business, which could result in the relevant entity or, if the relevant entity is the holding company or holding entity of a group, any member of the group, being under an obligation or entitlement that is material to the ability of the relevant entity to meet its obligations to holders of the debentures or units of debentures, as the case may be.

Taxation

6.  Provide information regarding taxes (including withholding provisions) to which debenture holders of the relevant entity may be subject. If the relevant entity is incorporated outside Singapore, the information must include whether the relevant entity assumes responsibility for the withholding of tax at source and applicable provisions of any reciprocal tax treaties between the home country of the relevant entity and Singapore, or a statement, if applicable, that there are no such treaties.

Statements by Experts

7.  Where a statement or report attributed to a person as an expert is included in the prospectus, provide such person’s name, address and qualifications.

8.  Where the prospectus contains any statement (including what purports to be a copy of, or extract from, a report, memorandum or valuation) made by an expert —

(a) state the date on which the statement was made;

(b) state whether or not it was prepared by the expert for the purpose of incorporation in the prospectus; and

(c) include a statement that the expert has given, and has not withdrawn, his or her written consent to the issue of the prospectus with the inclusion of the statement in the form and context in which it is included in the prospectus.

9.  The information mentioned in paragraphs 7 and 8 of this Part need not be provided in the prospectus if the statement attributed to the expert is a statement to which the exemption under regulation 33(1) applies.

Consents from Issue Managers and Underwriters

10.  Where a person is named in the prospectus as the issue manager or underwriter (but not a sub‑underwriter) to the offer, include a statement that the person has given, and has not withdrawn, his or her written consent to being named in the prospectus as the issue manager or underwriter, as the case may be, to the offer.

Documents for Inspection

11.  Provide a statement that for a period of at least 6 months after the date of registration by the Authority of the prospectus, the following documents (or copies of the documents), where applicable, may be inspected at a specified place in Singapore:

(a) the constituent documents of the relevant entity;

(b) the trust deed, fiscal agency agreement or any other document constituting the debentures or units of debentures;

(c) every material contract mentioned in the prospectus or, where the contract is not reduced into writing, a memorandum giving full particulars of the contract;

(d) the service contracts of directors or equivalent persons of the relevant entity mentioned in the prospectus;

(e) every report, memorandum, letter, valuation, statement or other document by any expert any part of which is included or mentioned in the prospectus;

(f) if the relevant entity is not the holding company or holding entity of a group, the audited financial statements of the relevant entity for each of the financial years for which audited financial statements of the relevant entity have been included in the prospectus;

(g) if the relevant entity is the holding company or holding entity of a group, the respective audited financial statements of the entities, businesses or business trusts in the group (being entities, businesses or business trusts which have audited financial statements) for each of the financial years for which audited financial statements of the relevant entity have been included in the prospectus;

(h) if the relevant entity is the holding company or holding entity of a pro forma group and pro forma financial statements have been included in the prospectus, the respective audited financial statements of the entities, businesses or business trusts in the pro forma group (being entities, businesses or business trusts which have audited financial statements), other than the entities, businesses or business trusts mentioned in sub‑paragraph (g), for the financial year in respect of which pro forma financial statements have been included in the prospectus;

(i) any interim financial statements of the relevant entity, group or pro forma group, as the case may be, which are included in the prospectus, whether or not pursuant to Part 8 of this Schedule;

(j) in the case of a corporation incorporated in Singapore, all notes, reports or information relating to the financial statements mentioned in sub‑paragraphs (f), (g), (h) and (i) which are required to be prepared under the Companies Act;

(k) where the financial statements mentioned in this paragraph have been restated pursuant to paragraph 9(b)(i) or 33(c)(ii)(A) of Part 8 of this Schedule, the restated annual financial statements and the audited annual financial statements which form the basis for the restated annual financial statements;

(l) in the case of a guaranteed debenture issue —

(i) documents (or copies of the documents) mentioned in sub‑paragraphs (f) to (k) of the guarantor entity; and

(ii) the guarantee and documents related to the guarantee (or a copy of the guarantee and copies of documents related to the guarantee).

Part 11

ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE DEBENTURES

1.  In paragraphs 6, 7, 8 and 11 to 15 of this Part, a reference to the relevant entity is, if the relevant entity is the holding company or holding entity of a group, a reference to the group.

Information on Convertible Debentures

2.  Provide information concerning the nature of the securities, securities‑based derivatives contracts, equity interests or property offered by way of conversion, exchange, subscription or purchase and the rights attached to the securities, securities‑based derivatives contracts, equity interests or property including, in particular, the voting rights, entitlement to share in profits and, in the event of liquidation, any surplus and any other special rights.

3.  Provide information on the terms, conditions and procedures for conversion, exchange, subscription or purchase and details of the circumstances under which they may be amended, including the following information:

(a) the total number or value of securities, securities‑based derivatives contracts, equity interests or property which is the subject of the conversion, exchange, subscription or purchase;

(b) the period during which the conversion, exchange, subscription or purchase right may be exercised and the date on which this right commences;

(c) the amount payable on the exercise of the conversion, exchange, subscription or purchase right;

(d) any arrangement for the transfer or transmission of the conversion, exchange, subscription or purchase right;

(e) the rights of the holders of the debentures or units of debentures in respect of the conversion, exchange, subscription or purchase right on the liquidation of the entity the securities, securities‑based derivatives contracts, equity interests or property of which is the subject of the conversion, exchange, subscription or purchase;

(f) any arrangement for the variation in the subscription price of the securities, securities‑based derivatives contracts, equity interests or property which is the subject of the conversion, exchange, subscription or purchase, or in the exercise price of the convertible debentures, or in the number or value of securities, securities‑based derivatives contracts, equity interests or property which is the subject of the conversion, exchange, subscription or purchase, in the event of any alteration in the capital of the entity the securities, securities‑based derivatives contracts, equity interests or property of which is the subject of the conversion, exchange, subscription or purchase;

(g) if there is no established market for the securities, securities‑based derivatives contracts, equity interests or property which is the subject of the conversion, exchange, subscription or purchase, the manner of determining the subscription or exercise or conversion price, including who establishes the price or is responsible for the determination of the price, the various factors considered in such determination and the parameters or elements used as a basis for determining the price.

Risk Factors

4.  In addition to paragraph 14 of Part 4 of this Schedule, disclose in the same section with the heading “Risk Factors”, any other risk factors that are specific to the relevant entity and its industry as well as the securities, securities‑based derivatives contracts, equity interests or property, as the case may be, into which the convertible debenture may be converted, which had materially affected, or could materially affect, directly or indirectly, the relevant entity’s financial position and results and business operations, and investments by holders of such securities, securities‑based derivatives contracts, equity interests or property. Where possible, state the extent to which the relevant corporation’s financial position or results had been or could be affected by the risk factor.

Organisational Structure

5.  If the relevant entity is the holding company or holding entity of a group, provide information on every subsidiary and subsidiary entity of the relevant entity whose absolute amount of the net assets, net liabilities or profit or loss before tax accounts for 10% or more of the absolute amount of the net assets, net liabilities or profit or loss before tax, respectively, of the group for any of the 3 most recently completed financial years. Such information must include the name, country of incorporation or constitution, principal place of business, principal activities, proportion of ownership interest of the relevant entity and, if different, proportion of voting power held by the relevant entity.

Material Divestments

6.  Provide a description of any divestment of material capital investment by the relevant entity which is being planned for or in progress, including the geographical location of the investment.

Research and Development

7.  Where research and development activities are material to the relevant entity’s business, provide a description of the research and development policies of the relevant entity for the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus, including the amount spent on research and development activities and the percentage of the net sales or revenue of the relevant entity in each of those years and the interim period spent on such activities.

8.  Provide information on any significant new product or service introduced by the relevant entity between the beginning of the period comprising the 3 most recently completed financial years and the latest practicable date and, to the extent the development of the new product or service has been publicly disclosed, the status of such development.

Financial Review

9.  For the purposes of Parts 5 and 8 of this Schedule, the financial statements or other financial information to be provided in respect of the relevant entity or the group must be for the 3 most recently completed financial years instead of the 2 most recently completed financial years.

10.  In the case where the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year, the reference to the 3 most recently completed financial years in paragraphs 7, 8 and 9 of this Part is a reference to the 3 most recently completed financial years preceding the most recently completed financial year.

Trend Information and Profit Forecast or Profit Estimate

11.  Discuss —

(a) the business and financial prospects of the relevant entity for the next 12 months from the latest practicable date; and

(b) any significant recent trends in production, sales and inventory, and in the costs and selling prices of products and services since the end of the most recently completed financial year or, if any interim financial statements have been included, the period covered by the interim financial statements. If there is no such trend, provide an appropriate statement to that effect.

12.  Discuss the state of the order book since the end of the most recent period for which annual or interim financial statements have been provided under Part 8 of this Schedule. Where such information is not relevant to the business of the relevant entity, provide an appropriate statement to that effect and the reason why such information is not relevant.

Dividends or Distributions

13.  Disclose the amount of dividends (where the relevant entity is a corporation) or distributions (where the relevant entity is not a corporation), if any, paid or declared by the relevant entity in respect of each class of equity capital for each of the 3 most recently completed financial years and for the period from the end of the most recently completed financial year to the latest practicable date. Provide particulars of each such class of equity capital and of any case in which no dividends or distributions have been paid in respect of any class of equity capital for any of those years or that period. Where dividends or distributions have been declared but not paid, state when they will be paid.

14.  Describe the relevant entity’s dividend or distribution policy or, if it does not have a fixed policy, state so.

Covenants

15.  State the particulars of any significant covenant of the relevant entity concerning capital increases.

Compensation for services

16.  Disclose, in bands of up to $250,000 —

(a) the amount of compensation paid by the relevant entity or its subsidiary or subsidiary entity for each of the 2 most recently completed financial years; and

(b) the estimated amount of compensation paid and to be paid by the relevant entity or its subsidiary or subsidiary entity for the whole of the current financial year,

to —

(i) each director or equivalent person of the relevant entity;

(ii) the chief executive officer of the relevant entity; and

(iii) each key executive (not being the chief executive officer or a director) of the relevant entity who is among the top 5 such key executives of the relevant entity in terms of amount of compensation or, if the relevant entity is the holding company or holding entity of a group, who is among the top 5 such key executives of the group in terms of amount of compensation,

for services rendered by such a person in all capacities to the relevant entity or its related corporation or related entity.

17.  For the purposes of paragraph 16 of this Part —

(a) compensation includes any benefit in kind; and

(b) compensation that has already been paid includes any deferred compensation accrued for the financial year in question and payable at a later date.

18.  For the purposes of paragraph 16(b) of this Part, any estimated amount of compensation that is to be paid pursuant to any bonus or profit‑sharing plan or any other profit‑linked agreement or arrangement, but which has not yet been paid, may be excluded from the calculation of the estimated amount of compensation in respect of the whole of the current financial year, provided that that fact is stated.

19.  If any portion of the compensation was paid or is to be paid pursuant to any bonus or profit‑sharing plan or any other profit‑linked agreement or arrangement, identify the person to whom such compensation was or is to be paid and briefly describe that plan, agreement or arrangement and the basis of that person’s participation in the plan, agreement or arrangement.

20.  Paragraph 19 need not be complied with in relation to compensation that was paid or is to be paid in any financial year to persons who are not directors or controlling shareholders, if —

(a) the total amount paid and to be paid pursuant to any such plan, agreement or arrangement to such persons, on an individual basis, did not and will not account for more than 1% of the profit before tax of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, the group, in that financial year; and

(b) the aggregate amount that was paid and the maximum aggregate amount that is to be paid to all such persons under all such plans, agreements or arrangements in that financial year are disclosed.

21.  If any portion of the compensation was paid or is to be paid in the form of options, identify the persons to whom such compensation was or is to be paid, and provide the description and number or amount of securities, securities‑based derivatives contracts or equity interests covered by the options, the exercise price, the option purchase price (if any), the period during which the options are exercisable, and the expiration date of the options.

22.  State the total amounts set aside or accrued by the relevant entity or its subsidiary or subsidiary entity, to provide pension, retirement or similar benefits, if any.

23.  For a service contract mentioned in paragraph 4 of Part 6 of this Schedule with a fixed term, state the term of each such contract, the unexpired term and the name of the relevant director or equivalent person.

24.  Disclose, in bands of up to $50,000, the amount of compensation paid by the relevant entity, and any subsidiary or subsidiary entity of the relevant entity, for each of the 2 most recently completed financial years, to each employee who is an immediate family member of a director or chief executive officer of the relevant entity, and whose remuneration exceeds $50,000 during the relevant financial year, or explain why such information is not disclosed.

Substantial Shareholders or Substantial Interest‑holders, Directors and Key Executives

25.  Provide the name of each substantial shareholder or substantial interest‑holder, each director or equivalent person, and the chief executive officer or equivalent person of the relevant entity, and state —

(a) in the case where the relevant entity is a corporation, the number and percentage of shares in the relevant entity of each class in which each of them has an interest, whether direct or deemed under section 4 of the Act; or

(b) in the case where the relevant entity is an entity (not being a corporation), the amount of equity interests in the relevant entity in which each of them has an interest,

as of the latest practicable date and immediately after the offer. Disclose any significant change in the percentage of ownership in the last 3 years prior to the latest practicable date.

26.  Indicate the nature of any family relationship —

(a) between any of the persons named in paragraph 1 of Part 6 of this Schedule; or

(b) between any of the persons named in paragraph 1 of Part 6 of this Schedule and any substantial shareholder or substantial interest‑holder of the relevant entity.

Conflict of Interests

27.  Where a director or an equivalent person, or a controlling shareholder or controlling interest‑holder, of the relevant entity, or any of their associates, has an interest in any other entity carrying on the same business or dealing in similar products as the relevant entity or, if the relevant entity is the holding company or holding entity of a group, as the group, disclose —

(a) the name of that other entity;

(b) the name of the director or equivalent person, or controlling shareholder or controlling interest‑holder, of the relevant entity involved;

(c) the nature and extent of his or her interest in that other entity and the extent to which he or she is involved in the management of that other entity either directly or indirectly; and

(d) whether any conflict of interests thereby arising has been or is to be resolved or mitigated and if so, how it has been or is proposed to be resolved or mitigated.

Audit, Remuneration and Nomination Committees

28.  In respect of the current financial year, provide details relating to the relevant entity’s audit committee, remuneration committee and nomination committee, if any, including the names of committee members and a summary of the terms of reference under which each committee operates.

Employees

29.  Provide either —

(a) the average number of employees of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, of the group for each of the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus, and the reason for any change in the average number of such employees, if material; or

(b) the number of employees of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, of the group as at the end of each of the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus, and the reason for any change in the number of such employees, if material,

and, if possible, a breakdown of persons employed by activity and geographic location. Disclose information regarding the relationship between management and labour unions. If the relevant entity or, if the relevant entity is the holding company or holding entity of a group, the group employs a significant number of temporary employees, disclose the average number of temporary employees in respect of the most recently completed financial year.

30.  Describe any arrangement which involves the employees of the relevant entity and, if the relevant entity is a holding company or holding entity, the directors or equivalent persons or employees of a subsidiary, a subsidiary entity, an associated company or an associated entity of the relevant entity, in the capital of the relevant entity, including any arrangement that involves the issue or grant of options, shares or equity interests or any other securities or securities‑based derivatives contracts of the relevant entity.

Capital

31.  If there are shares or equity interests in the relevant entity not representing capital, state the number and main characteristics of such shares or equity interests.

32.  Where there is, in respect of the relevant entity, an undertaking to increase the capital, state —

(a) the amount of such capital increase and, where appropriate, the duration of the undertaking;

(b) the categories of persons having preferential subscription rights for such additional portions of capital; and

(c) the terms, arrangements and procedures for the issue of shares or equity interests corresponding to such portions.

33.  Provide information on the number and amount of securities, securities‑based derivatives contracts or equity interests in the relevant entity which have been issued, or agreed to be issued, in the 2 years before the latest practicable date, as fully or partly paid‑up in cash or otherwise, and where any of these securities, securities‑based derivatives contracts or equity interests are issued as partly paid‑up in cash, the extent to which they are so paid up. State also the consideration for such securities, securities‑based derivatives contracts or equity interests which have been issued or agreed to be issued (whether in cash or otherwise).

34.  Indicate the number and amount of securities, securities‑based derivatives contracts or equity interests in the relevant entity held by or on behalf of the relevant entity itself or by its subsidiary or subsidiary entity.

35.  Provide the description, number and amount of any securities, securities‑based derivatives contracts or equity interests in the relevant entity which any person has, or has the right to be given, an option to subscribe for or purchase, together with the following particulars of the option:

(a) the period during which the option is exercisable;

(b) the exercise price;

(c) the consideration, if any, given or to be given for the option or for the right to the option;

(d) the identity of the person to whom the option or the right to it was given.

36.  If the option or right mentioned in paragraph 35 of this Part was given to all existing holders of —

(a) the shares or equity interests in; or

(b) the debentures of,

the relevant entity on a pro‑rata basis or to employees under an employees’ share option or investment scheme, it will be sufficient to state that fact without identifying each holder or employee.

Constituent Documents of Relevant Entity

37.  Provide a summary of the material provisions of the relevant entity’s constituent documents and by‑laws with respect to —

(a) the rights, preferences and restrictions attaching to each class of shares or equity interests;

(b) any change in capital;

(c) any change in the respective rights of the various classes of shares or equity interests, including the action necessary to change the rights, indicating where the conditions are different from those required by the applicable law; and

(d) any time limit after which a dividend or distribution entitlement will lapse and an indication of the party in whose favour this entitlement then operates.

38.  Provide a summary of the provisions of the relevant entity’s constituent documents and by‑laws with respect to —

(a) the power of a director or an equivalent person to vote on a proposal, an arrangement or a contract in which he or she is interested;

(b) the power of a director or an equivalent person to vote on remuneration (including pension or other benefits) for himself or herself or for any other director or equivalent person, and whether the quorum at a meeting of the board of directors or equivalent persons to vote on the remuneration of the directors or equivalent persons may include the director or equivalent person whose remuneration is the subject of the vote; and

(c) the retirement or non‑retirement of a director or an equivalent person under an age limit requirement.

Information on Entity of Underlying Securities, Securities‑based Derivatives Contracts or Property

39.  Where the convertible debentures are issued by an entity other than the entity the securities, securities‑based derivatives contracts, equity interests or property of which is the subject of the conversion, exchange, subscription or purchase, the requirements in paragraphs 7 to 38 of this Part apply only to the second‑mentioned entity. In addition, provide the information required under Parts 2, 5, 6, 7, 8 and 10 of this Schedule in respect of the second‑mentioned entity. Where applicable, provide the date and source of such information.

 

Made on 4 October 2018.

RAVI MENON

Managing Director,
Monetary Authority of Singapore.

[CFC CFI SP/2018/02 PT4; AG/LEGIS/SL/289/2015/48 Vol. 1]