According to Rule 1315 of the Mainboard Listing Manual, if a Mainboard Issuer fails to submit a delisting application within 36 months of being placed on the watch-list, SGX-ST has the authority to either delist the issuer or suspend trading of its securities with the intention of delisting, without needing the issuer’s agreement. This rule is designed to address situations where companies on the watch-list do not take adequate steps to rectify their financial or operational issues within a reasonable timeframe. The other options do not accurately reflect the actions SGX-ST can take according to the Mainboard Listing Manual.

The issue manager plays a crucial role in confirming the issuer’s compliance with Mainboard Rules before submitting Section (A) of the Listing Admissions Pack to SGX-ST. This confirmation is based on a thorough enquiry, ensuring that all relevant requirements are met. While the issue manager assists in preparing the listing application and ensures all material information is submitted, the ultimate responsibility for the accuracy and completeness of the information lies with the issuer and its directors. SGX-ST assesses the adequacy of the resolutions to key issues identified in Section (A), and MAS reviews the prospectus for compliance with the Securities and Futures Act (SFA) and the Singapore Financial Reporting Standards (SFR).

Section 43(1) of the CDSA addresses the scenario where a person knowingly assists another in retaining benefits from drug trafficking or criminal conduct through an arrangement. This includes facilitating the concealment, removal from jurisdiction, or transfer of such benefits, or using them to secure funds or acquire property for the other person’s benefit. The key element is the knowledge or reasonable grounds to believe that the arrangement facilitates the retention or control of benefits from drug trafficking or criminal conduct, and that the other person is involved in such activities. Therefore, entering into an arrangement with the knowledge that it will help someone retain benefits from criminal conduct is a violation.

Section 274 of the SFA stipulates that prospectus requirements do not apply to offers made to institutional investors. Among the entities listed as institutional investors are banks licensed under the Banking Act, merchant banks approved under the Monetary Authority of Singapore Act, and finance companies licensed under the Finance Companies Act. These entities are considered sophisticated enough to evaluate investment opportunities without the full prospectus requirements. Insurance companies and trust companies licensed under relevant acts are also included. Entities holding specific capital markets services licenses, such as those for dealing in securities or fund management, also qualify. Furthermore, entities dealing with accredited or expert investors in bonds, pension funds, collective investment schemes, and trustees prescribed by MAS are considered institutional investors. Finally, entities declared by MAS as institutional investors, such as designated market-makers and headquarters companies involved in fund management, also fall under this category.

According to the SGX-ST listing rules, selective disclosure is permissible only under specific circumstances, such as during a major corporate exercise requiring shareholder support or during due diligence for an acquisition or merger. Such disclosure must be on a need-to-know basis and subject to confidentiality restraints. Disclosing information to analysts simply to manage market expectations does not fall under these permissible exceptions and would violate the principle of equal access to information.

According to SGX-ST listing rules, preference shareholders possess voting rights in specific scenarios, including meetings concerning the reduction of capital, winding up, or the sale of the issuer’s undertaking. They also have voting rights when a proposition directly affects their rights and privileges or when dividends on preference shares are in arrears for more than six months. The scenario describes a situation where the proposition directly affects the rights and privileges of the preference shareholders, thus triggering their voting rights.

Under Section 236B(1) of the SFA, a corporation can be held liable for market misconduct committed by its employee if the breach occurred with the consent or connivance of the corporation and for its benefit. Consent or connivance, as defined in Section 236B(8), includes instances where the board of directors or a high managerial agent intentionally, knowingly, or recklessly authorized or permitted the act, or where a corporate culture encouraged the contravention. Therefore, if the board of directors was aware of the employee’s actions and did nothing to prevent them, the corporation could be held liable. The fact that the employee benefited personally does not negate the corporation’s liability if the actions were also for the corporation’s benefit and with its consent or connivance.

According to MAS Notice SFA 04-N02, a CMS licence holder must suspend business relations with a customer if verification remains uncompleted 30 business days after the establishment of business relations, and terminate business relations if verification remains uncompleted 120 business days after the establishment of business relations. These time limitations must be factored into its policies, procedures and controls. Therefore, continuing to execute trades beyond 30 days without verification is a violation.

Rule 1105 of the SGX-ST Listing Manual grants SGX-ST the discretion to suspend trading of a listed issuer’s shares under specific takeover conditions. This rule is triggered when a takeover offer is made, and the offeror announces acceptances that would bring their total shareholding, along with parties acting in concert, to over 90% of the listed issuer’s issued shares (excluding treasury shares). The primary aim of this rule is to ensure sufficient public float and shareholder participation. The rule stipulates that to lift the suspension, at least 10% of the issued shares must be held by a minimum number of public shareholders (500 for Mainboard, 200 for Catalist). This contrasts with a free float delisting, which focuses solely on the percentage of shares held by the public, without a specific minimum number of shareholders. The definition of ‘public shareholders’ excludes directors, CEOs, substantial shareholders, controlling shareholders, and associates of these individuals, ensuring that the free float requirement is met by genuine public participation. The rule is discretionary, allowing SGX-ST to assess the specific circumstances before deciding on suspension. The threshold of 90% is based on issued shares only, excluding options, warrants, and other convertible securities. Suspension under Rule 1105 does not automatically lead to delisting; the listed issuer remains bound by the Listing Manual’s obligations.

According to the SGX-ST Mainboard listing rules for REITs, a right of first refusal (ROFR) granted by the REIT’s controlling unitholder is considered an effective mitigation of conflicts of interest only if it meets specific conditions. The ROFR must give the REIT the priority to acquire competing assets from the controlling unitholder and/or its subsidiaries. Critically, this ROFR must remain valid as long as the Manager remains the manager of the REIT, and the REIT’s controlling unitholder, along with its related corporations, remains a controlling shareholder of the Manager. If the ROFR ceases to be valid under these conditions, it no longer serves its intended purpose of mitigating conflicts of interest, potentially disadvantaging the REIT and its unitholders.

Price stabilization during an IPO, as governed by the Securities and Futures (Market Conduct) (Exemptions) Regulations 2006, requires adherence to specific conditions to be exempt from prohibitions against market manipulation. One of these conditions relates to the total value of securities offered. The regulations stipulate a minimum threshold for the total value of securities offered in the IPO to qualify for the exemption. This threshold ensures that the stabilization activities are associated with offerings of a significant size, justifying the intervention to maintain market order and investor confidence. The other options do not reflect the actual requirements as stipulated in the regulations.

The issue manager plays a crucial role in the IPO process of a Business Trust (BT) on the SGX-ST Mainboard. According to the Mainboard Rules, specifically Rule 245, the issue manager, along with the sponsor, Trustee-Manager, and other professionals, must ensure that all information material to SGX-ST’s decision is submitted. This includes information that could influence SGX-ST’s assessment of the listing application. The issue manager’s confirmation that the BT meets listing criteria is also a key component of the submission, as outlined in the listing application requirements. While the issue manager assists in preparing the prospectus and trust deed, and may consult with SGX-ST on fundamental issues, the ultimate responsibility for ensuring all material information is disclosed rests with them.

A secondary listing on the SGX-ST Mainboard for companies primarily listed in jurisdictions not classified as Developed Markets by both MSCI and FTSE requires a full review by the SGX-ST. This review focuses on the Home Exchange’s legal and regulatory requirements, especially concerning shareholder protection and corporate governance. If deficiencies are found in areas like interested person transactions, acquisitions, realisations, and delisting, the continuing listing obligations in Chapters 9, 10, and 13 of the Mainboard Rules will be imposed. This ensures that companies listed on SGX-ST, even with a primary listing elsewhere, adhere to standards that protect investors and maintain market integrity. The other options do not accurately reflect the specific requirements and considerations for secondary listings from non-Developed Markets.

Engaging in practices that create a false or misleading appearance of active trading or a false market in securities is strictly prohibited under SGX-ST Rules. This includes actions that give the impression of greater trading activity than actually exists, or that distort the true supply and demand dynamics of the market. Trading Members and Trading Representatives must ensure their actions do not mislead investors or create an artificial market environment. While executing client instructions, they must exercise judgment and not blindly follow orders that could lead to market manipulation. The rule focuses on the effect of the order or transaction, requiring an objective assessment of whether it creates a false or misleading appearance.

According to Section 137N of the SFA, a director or CEO of a trustee-manager of a Listed Business Trust must notify the trustee-manager of their interests, or changes in interests, in units or derivatives of units in the Listed Business Trust or debentures or units of debentures of the Listed Business Trust (the “BT Notifiable Securities”). This notification must occur within two business days upon being appointed as a director or CEO, or becoming a holder of or acquiring such interests (whichever is later). The obligation extends to notifying the trustee-manager within 2 business days after becoming aware of any change in interests in the BT Notifiable Securities. The obligation of a director or CEO of a trustee -manager of a Listed Business Trust is to notify the trustee -manager of any change in interests in the BT Notifiable Securities, and not just any change in the “percentage level” of interest in the BT Notifiable Securities. Therefore, the correct answer is that Mr. Tan must notify the trustee-manager within two business days of the transaction.

CMS licence holders are required to establish policies and procedures to combat financial crimes, including ongoing monitoring of customer accounts and transactions. Unusual patterns of transactions that lack apparent economic or lawful purpose should be given further scrutiny. The firm must make inquiries into the background and purpose of any unusual transactions and document its findings. This information should be available to the relevant authorities should the need arise. Periodic review of customer identification and beneficial ownership information should be conducted to ensure the information is kept up to date, particularly for higher-risk categories of customers. Therefore, the most appropriate action is to escalate the transaction for further review and investigation to determine if it should be reported to the relevant authorities.

Section 277 of the SFA provides an exemption from the full prospectus requirement for issuers whose shares are listed on the SGX-ST, provided they lodge an Offer Information Statement (OIS) with MAS. This exemption does not extend to structured notes issued by banks licensed under the Banking Act or entities specified by MAS for issuing structured notes. Therefore, a company listed on the SGX-ST issuing corporate bonds can utilize the Section 277 exemption, while a bank issuing structured notes cannot.

According to Section 268(7) of the SFA, failure to provide the required accounts and balance sheets constitutes an offense. The penalty for this offense is a fine not exceeding S$15,000, and for a continuing offense, a further fine not exceeding S$1,000 for each day the offense continues after conviction. This provision aims to ensure transparency and accountability from borrowing entities to protect investors.

According to MAS Notice SFA 04-N02, a CMS license holder must suspend business relations with a customer if verification remains uncompleted 30 business days after the establishment of business relations, and terminate business relations if verification remains uncompleted 120 business days after the establishment of business relations. These time limitations must be factored into its policies, procedures and controls. Therefore, if the verification is still pending after 45 days, the CMS license holder is required to terminate the business relationship.

According to the Singapore Code on Take-overs and Mergers, specifically Rule 14.1 and its related notes, the Securities Industry Council (SIC) may grant a waiver from the mandatory offer requirement under specific conditions. One such condition involves a ‘balancing block’ scenario where a person or group acquires 30% or more of the voting rights while another party already holds a similar or larger stake. The SIC typically requires written confirmation from shareholders holding at least 50% of the voting rights stating they will not accept the offer. This condition ensures that a substantial portion of the existing shareholders are content with the current ownership structure and do not wish to tender their shares in a mandatory offer. The other options do not accurately reflect the conditions under which the SIC would typically waive the mandatory offer requirement in a balancing block situation.

According to Rule 753(2) of the Catalist Listing Manual, a Catalist Issuer must consult its sponsor on documents to be released to its shareholders or to the market before release to ensure compliance with the Catalist Listing Manual and proper disclosure. Rules 226(2)(b) and 753(2) of the Catalist Listing Manual specify that a document reviewed by the sponsor must display a statement prominently on the front cover, including the sponsor’s name and contact details, and a disclaimer that SGX-ST assumes no responsibility for the document’s contents. Therefore, the presence of the sponsor’s review statement on the front cover is a key indicator of compliance.

According to Rule 229(1) and 229(2) of the Mainboard Rules, the minimum moratorium period for promoters depends on which profit test or market capitalization test the issuer satisfies. Under Alternative 1, promoters’ 100% shareholdings at the time of listing are subject to a moratorium for at least 6 months after listing. Under Alternative 2, promoters’ 100% shareholdings at the time of listing are subject to a moratorium for at least 6 months after listing, and at least 50% of original shareholdings at the time of listing (adjusted for any bonus issue or subdivision) for the next 6 months. Under the Market Capitalisation Test, the same moratorium period as Alternative 2 applies. Therefore, the shortest possible moratorium period for promoters under the Mainboard Rules is 6 months on 100% of their shareholdings.

According to the SGX-ST Listing Manual, listed entities should have an internal compliance code to prevent officers from dealing in the entity’s securities on short-term considerations and during blackout periods. The blackout period commences two weeks before the announcement of the entity’s financial statements for each of the first three quarters of its financial year, and one month before half year or financial year, and ending on the date of announcement of the relevant results. This is to prevent insider trading and maintain market integrity.

The ‘Chinese Wall’ defense, as outlined in the Securities and Futures Act (SFA), protects corporations and partnerships from insider trading liability when an employee possesses inside information but does not influence the decision to trade. This defense requires that the decision to deal in securities is made by someone other than the individual with inside information, that reasonable arrangements are in place to prevent communication of the inside information to the decision-maker, and that the inside information is not actually communicated. Therefore, the key element is the prevention of information flow and independent decision-making.

According to the Singapore Code on Take-overs and Mergers, certain individuals and entities are considered ‘acting in concert.’ This definition is crucial for determining when parties are collaborating in a takeover bid, triggering specific obligations and thresholds under the Code. The definition includes individuals, their close relatives, related trusts, those accustomed to acting on their instructions, companies they control, and those providing financial assistance for purchasing voting rights. This broad definition aims to capture various forms of collaboration, ensuring transparency and fairness in takeover situations. The scenario describes a situation where a person has provided financial assistance to another for the purchase of voting rights. This falls squarely within the definition of ‘acting in concert’ as outlined in the Singapore Code on Take-overs and Mergers.

According to Rule 1018(2) of the Mainboard Listing Manual and Rule 1017(2) of the Catalist Listing Manual, if a listed issuer is unable to meet the requirements for a new listing within 12 months from the time it becomes a cash company, SGX-ST will delist the listed issuer. A maximum of six-month extension may be granted if the listed issuer has already signed a definitive agreement for the acquisition of a new business, provided the acquisition is completed within this extension period and the issuer keeps investors informed of its progress. If the issuer fails to meet its milestones or complete the acquisition despite the extension, no further extension will be granted, and the issuer will be delisted. The listed issuer must offer a reasonable exit alternative, typically in cash, to its shareholders within 6 months of delisting.

According to Section 302 of the SFA, read with Section 255(3), a person may not be held liable for a false or misleading statement in a prospectus if they reasonably relied on information provided by someone who is not a director, employee, or agent of the company. This provision aims to protect individuals who, in good faith, depend on external expertise or data during the prospectus preparation process. The other options do not provide a valid defense under the specified sections of the SFA.

According to Rule 1005 of the Mainboard Listing Manual, SGX-ST has the authority to aggregate separate transactions completed within the last 12 months and treat them as a single transaction when determining the classification of a transaction. This aggregation is performed to prevent companies from circumventing the disclosure and approval requirements by splitting a larger transaction into smaller, non-reportable ones. The decision to aggregate is based on whether the transactions are related or part of a series of transactions. The other options do not accurately reflect SGX-ST’s powers regarding transaction aggregation.

According to Rule 245 of the Mainboard Rules, the Manager must submit a list of documents to SGX-ST after receiving the ETL Letter but before the issuance of the prospectus. This step ensures that SGX-ST has all necessary information before the public offering commences. Submitting before receiving the ETL letter would be premature, while submitting after the prospectus is issued would be too late in the process. Submitting the documents concurrently with the listing application does not align with the procedural sequence outlined in the Mainboard Rules.

According to MAS Notice SFA 04-N02 and MAS Notice 626, CMS license holders must implement thorough due diligence and controls to prevent the capital markets system from being used for criminal activities. This includes identifying and verifying the identities of their customers, understanding the nature and purpose of their business relationships, and conducting ongoing monitoring of transactions to detect suspicious activities. The key is to establish a risk-based approach, tailoring the intensity of due diligence to the assessed risk level of the customer and the transaction. While reporting suspicious transactions is crucial, it is a consequence of the due diligence process, not the primary obligation. Similarly, while sanctions compliance is important, it is a separate, though related, obligation. Ensuring profitability is not directly related to AML/CFT obligations.