Jurisdiction - Singapore
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Singapore – CSRC And SGX Announced The Establishment Of A Direct Listing Framework For Companies From China To List In Singapore.

6 January, 2014

 

Legal News & Analysis – Asia Pacific – Singapore  Capital Markets

 

The Direct Listing Framework (“DLF“) is a new arrangement established on 25th November 2013 by the China Securities Regulatory Commission (“CSRC“) and the Singapore Exchange (“SGX“) to facilitate the direct listing of companies incorporated in China on SGX. Listing on SGX under the DLF allows for all the shares of a company to be tradable in Singapore subject to any constraints applied by the CSRC or other rules and laws in China specific to a company or its industry.


However, the DLF is only applicable to companies incorporated in China and not for companies incorporated outside China with assets and business in China. For non-China incorporated company with assets and business in China, SGX will still accept the application from the company but will require that the company comply with all relevant laws and rules in China governing its ownership of assets and business operations. Further, the professionals involved have to satisfy themselves on those requirements as part of their due diligence and in discharging their obligations to SGX in line with prevailing SGX listing standards.


Under the DLF, Approval from the CSRC is required, whether the companies are owned/controlled by Chinese nationals or organisations, or by non-Chinese nationals or organisations. The DLF will also apply to a reverse take-over (“RTO“) so long as the target company in the exercise is a company incorporated in China and the standard of review to be conducted will be the same as an IPO. Companies and their adviserswill have to be careful in managing the process especially if there are leakages in the market that would give rise to the need to make announcements while the process with CSRC is still not completed.


The DLF process primarily involves the following key steps:

 

  • The Company will first need to restructure itself from a limited liability company to a company limited by shares and appoint a financial institution in Singapore to be its issue manager and sponsor in relation to its listing on the SGX. A Singapore legal firm has to be appointed to oversee the legal aspects of the listing on the SGX.

 

  • It is advisable that the company and its issue manager conducts a pre-consultation with SGX on any key issues and deal-breakers before making the respective submission to CSRC and SGX in order to expedite the listing process and reduce the risk of substantial delay resulting in additional cost.

 

  • After confirmation from preconsultation, the company applies to both CSRC and SGX concurrently for its listing. Companies and issue managers applying under the DLF should engage professionals who are well versed with the CSRC process to handle the application to the CSRC.

 

  • CSRC, following its review and if satisfied that the applicant had complied with all relevant rules in China, will grant Administrative Licensing Approval to the company for its application to SGX. The timing required for CSRC Administrative Licensing Approval is dependent on the subject matters being reviewed and the Administrative Licensing Approval is valid for a period of 12 months.

 

  • SGX will grant conditional Eligibility to List (ETL) to the company only after CSRC clearance and is satisfied with its review of the company. The reviews and standards undertaken by SGX in the case of a DLF will take into considerations any findings or views arising from the review by CSRC and will take approximately 7-8 weeks for a Mainboard application, subject to proper pre-consultation and a good submission.

 

  • Company proceeds to finalise its prospectus and lodge it with the Monetary Authority of Singapore (“MAS“) for review. This will generally take 2-3 weeks (subject to extension).

 

  • Following a satisfactory review by MAS, the Company will be able to launch its initial public offer (“IPO“).

 

ATMD Bird & Bird

 

For further information, please contact:

 

Macus Chow, Partner, ATMD Bird & Bird

[email protected]

 

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