SGX RegCo Advances Disclosure-Focused Listing Framework

Singapore Exchange Regulation announced changes to its listing regime, including a reduction of Mainboard profit requirements and elimination of the financial watchlist, signifying a more market-driven regulatory approach.

OVERVIEW OF RECENT REGULATORY CHANGES

On 29 October 2025, Singapore Exchange Regulation (SGX RegCo) unveiled, effectively immediately, changes to Singapore’s listing framework based on the measures recommended by the Equities Market Review Group (EMRG). These changes arose from the consultation paper issued by SGX RegCo on 15 May 2025.

The changes mark a move toward a less prescriptive, disclosure-based, and market-driven regime that prioritises relevant and transparent disclosures to investors, while retaining key protections necessary to uphold market discipline and public confidence in the capital markets. A summary of the changes are as follows.

Reduction of Mainboard Profit Requirement

To foster greater market accessibility, SGX RegCo has lowered the Mainboard profit requirement from SGD 30 million to SGD 10 million. This reduction is intended to broaden the pool of eligible issuers, particularly high-growth companies and small-to-medium enterprises that may not yet meet higher profitability thresholds but can contribute to market vibrancy.

Revisions to Life Sciences Admission Criteria

The changes also impact life sciences companies, with a reduction in the minimum operating record from three years to two years, alongside new requirements for laboratory research engagement and product development milestones. Issuers must now demonstrate at least one year of primary laboratory research and successful advancement of one identified product beyond the concept stage. These changes are designed to support the listing of innovative companies in the rapidly evolving life sciences sector, enabling earlier access to capital markets.

Material Internal Control Weaknesses: Shift to Disclosure

Listing applicants are no longer required to provide confirmations on the non-materiality of internal control weaknesses within their accounting systems prior to listing. Instead, applicants are to disclose any material weaknesses identified and outline the corresponding remediation measures, which may extend beyond the listing date. This shift places greater emphasis on transparency, allowing investors to make their own risk assessments, consistent with the broader transition towards a disclosure-based framework.

Conflicts of Interest: Disclosure Over Resolution

Under the revised framework, listing applicants (other than real estate investment trusts and business trusts) are no longer required to eliminate or mitigate conflicts of interest prior to listing. Instead, they are expected to provide full and transparent disclosure of the nature and extent of such conflicts, the steps taken to address them, or the rationale for any decision not to act. This change is aligned with that of leading international markets and signifies a broader policy shift from prescriptive requirements toward transparency and disclosure.

Elimination of Financial Watchlist

Another notable change is the removal of the financial watchlist, which previously flagged companies failing to meet certain profitability or financial metrics. By removing this list, SGX RegCo aims to foster a more market-driven environment, shifting the focus away from regulatory interventions and toward investor assessment and disclosure-based regulation.

Cessation of Public Trading Queries

SGX RegCo will also cease issuing public trading queries, a move designed to reinforce the exchange’s transition towards a more disclosure-oriented regime. This change places greater responsibility on issuers to communicate material developments and on investors to evaluate risks, reflecting mature market norms.

Trading Suspensions: Focus on Going Concern Issues

SGX RegCo will now impose trading suspensions only where there is clear evidence of going concern issues. This targeted intervention preserves market quality and investor trust, while avoiding unnecessary disruptions to trading activity.

PROPOSED CONSOLIDATION OF LISTING REVIEW FUNCTIONS

Concurrently, the Monetary Authority of Singapore (MAS) is consulting on consolidating the listing suitability and prospectus review functions under SGX RegCo, so that prospective issuers will engage solely with SGX RegCo. The proposal seeks to streamline the initial public offering process by reducing administrative overlap and establishing a single point of regulatory engagement for prospective issuers. This integrated approach is expected to enhance procedural efficiency and regulatory clarity, while reinforcing Singapore’s attractiveness as a listing venue. MAS will, however, continue to exercise its overarching supervisory role in safeguarding the integrity and stability of the capital markets.

KEY TAKEAWAYS

SGX RegCo’s reforms reflect sustained market feedback advocating for a more adaptable and competitive listing framework. The underlying policy objective is to strengthen Singapore’s position as a premier listing hub, facilitate the growth of emerging enterprises, and harmonise regulatory standards with those of leading global markets.

These initiatives are expected to revitalise Singapore’s capital markets by broadening the issuer base, deepening market diversity, and stimulating investor engagement. Over time, the effectiveness of these measures will depend on maintaining an appropriate equilibrium between market dynamism and sound regulatory oversight.