On 15 May 2025, the Monetary Authority of Singapore (MAS) announced that it was considering simplifying disclosure requirements for companies considering initial public offerings (IPOs) on the SGX to make the listing process easier for aspiring firms. These changes aim to provide more relevant information to investors. The Singapore Exchange Regulation (SGX RegCo) concluded a public consultation on 14 June 2025 with respect to proposed amendments to SGX listing rules. One of the most significant proposed changes is the obligation for management to clearly disclose the core substance of conflicts they face, rather than simply producing a plethora of factual information that retail investors—who are considering becoming public shareholders—would lack context for. Another significant change would be a proposal to remove the requirement for a third-party expert to confirm an issuer’s profit forecasts, due to practical challenges in obtaining such endorsements. The changes would only require issuers to prepare forecasts that are in line with accounting policies and based on reasonable assumptions.
4 firms listed on SGX and 21 firms de-listed from SGX.
71 new firms listed on the Hong Kong Exchanges and Clearing.
These developments are most welcome on the back of a protracted period where SGX-listed firms that are not S-REITs or Singapore banks have struggled with a sluggish price discovery experience. In 2024, only 4 firms listed on SGX and 21 firms de-listed from SGX. By comparison, 71 new firms listed on the Hong Kong Exchanges and Clearing in the same year. One of the key complaints has been that SGX rules are too prescriptive, too strict and make it very hard for technology firms to list.[1]
There are currently 103 Chinese firms listed on SGX (known as S-Chips) in May 2025. Such firms have operations located mostly in Mainland China but may use holding companies domiciled in the British Virgin Islands, Cayman Islands or Bermuda for tax efficiency. S-Chips represent 14% of all listed companies on SGX in May 2025. Between 2005 and 2007, there had been a bonanza of Chinese firms looking to list on SGX with the total number of S-Chip firms representing 41% of foreign companies listed on SGX in April 2005.[2]The foreign companies listed on SGX at the time were dominated by Chinese, Hong Kong and Taiwanese firms. Several accounting scandals[3] led to many of these S-Chip firms failing to meet SGX listing requirements between 2007[4] and 2012[5].
After 7 years, an SGX-listing is now being considered by many Chinese firms as a hedge against geopolitical risk amidst ongoing US-China trade tensions and growing interest in Southeast Asia as a high-growth economic bloc - given the current tariff war where the current true tariff rate of Chinese goods exported to the US can range from 40%-70%. There is recognition of a marked desire to reduce the dependence of Chinese firms on US capital markets. Chinese firms have faced increasing regulatory scrutiny and increasing delisting threats in the US (via the Holding Foreign Companies Accountable Act). By contrast, SGX provides a more neutral and stable alternative for Chinese firms. The diversification of funding sources for Chinese firms would also allow them to spread their financial and political risks. [6]
The SGX standards of corporate governance and transparency provide visibility and credibility to S-Chip firms that are looking to leverage Singapore’s position as the financial hub of Southeast Asia.[8] S-Chip firms would benefit from a listing on SGX by enhancing the firm’s image as it demonstrates willingness to comply with international standards and corporate disclosure.[9] This allows aspiring S-Chip firms to build trust with global investors and regional partners in ASEAN, especially the institutional and regional funds which offer greater access to patient capital. They would also benefit from following the path laid down by their peers who have been part of the growing Chinese presence on SGX since 2005.
SGX RegCo has been actively engaging with Chinese firms to encourage listings on SGX and streamlined processes for cross-border IPOs. It’s worth highlighting that SGX supports RMB denominated instruments, making it easier for Chinese firms to operate and raise funds in familiar currency terms. Whilst there has been a previous narrative about depressed valuations on SGX in comparison to NASDAQ, in a May 2025 context, Chinese firms may find that they receive more favourable valuations in Singapore, due to comparatively less intense competition and growing investor appetite for China-Southeast Asia growth stories. This would pave the way for increased capital-raising potential.[10]
SGX-listed companies have ongoing disclosure obligations[11], with the primary duty being to avoid a false market and prevent material misrepresentation of their securities' value. Specifically, they must announce any information that is likely to significantly impact their stock price. This includes information about the company itself, its subsidiaries, and associated entities. Additionally, they must disclose specific information on the SGXNET corporate announcement system.
A common choice is for the management and Board at SGX-listed companies to purchase Directors & Officers Liability (D&O) insurance. While not legally mandated, it is common enough to see access to the coverage under an issuer’s D&O insurance policy built into the compensation package of top-level executives and for D&O insurance to be requested by investors as a way to protect their investments from potential liabilities arising from the actions of directors and officers.
Having D&O insurance can also help an issuer of securities to attract and retain top-shelf talent as management and board members, as it offers them a level of protection against personal lawsuits. This coverage extends to independent directors on the board. To attract high-pedigree directors with relevant management experience in running listed companies to sit on their Board, issuers may possibly find themselves having to provide indemnification in the form of a grant of an exculpation or an undertaking to indemnify, as approved by the Remuneration Committee. SGX Listing Rules (Mainboard Rule 210(5)(e) and Catalist Rule 406(3)(e)) require companies to establish a Remuneration Committee. The Remuneration Committee at the issuer is generally bound to aim for fair and reasonable when evaluating performance remuneration or grants (under legal instruments) for management. The Remuneration Committee is allowed to take advice from experts outside the company on this[12]. Sufficiently robust D&O coverage provides an effective risk transfer solution for this legal obligation where it is extended.
D&O insurance is designed to protect company directors and officers from potential financial losses and legal liabilities arising from their management decisions and actions. It has three key types of coverage. D&O Side A cover provides personal asset protection for individual directors and officers when a company (in this case the issuer of securities) is unable or legally prohibited from indemnifying them for covered claims. This often occurs when the company is facing insolvency, bankruptcy, or is somehow legally restricted from indemnifying its directors and officers in the relevant jurisdiction. Essentially, D&O Side A cover acts as a "safety net" for personal assets when the company cannot fulfill its indemnification obligations. In practical terms, D&O Side A cover provides peace of mind to directors and officers, knowing their personal assets are meaningfully protected in the event of a claim.
D&O Side B cover reimburses a company (once again, in this case the issuer of securities) for the costs it incurs when it indemnifies (pays for) the legal defense costs incurred by and/or settlement sums, or judgment/award sums made against its directors and officers. In practical terms, it protects the company's balance sheet by replenishing funds the company/issuer has spent on its executives' legal issues. In many jurisdictions, it is the most frequently accessed part of a D&O policy, and it protects the company's financial health. Without it, the company/issuer could face significant financial strain from covering the legal costs of its executives.
D&O Side C cover (also known as securities claims entity coverage) specifically covers the company/issuer for financial losses arising from securities claims brought against it. If a company/issuer is sued for legal disputes relating to the securities it has issued (like stock or bonds), including litigation alleging misleading financial statements, corporate misconduct affecting the pricing of securities, or other securities-related issues, the D&O Side C coverage can help pay for the issuer’s legal fees, settlements, and other financial losses. D&O Side C coverage is relevant if the legal proceedings commenced against the issuer of securities, allege that it has been misrepresenting its financial health in a prospectus or if shareholders allege that the issuer of securities is engaged in insider trading.
Some institutional investors may require D&O insurance from a company before investing, as it can help shield their investments from legal liabilities resulting from the actions of the board. The increasing legal and regulatory complexities in Singapore make D&O insurance a valuable tool for protecting the issuer of securities and its leaders. Listing on SGX imposes obligations of robust internal controls and effective risk management systems which require board members to comment on the adequacy of said controls and systems.
Chinese firms looking to list on SGX would be heartened to know that D&O premium rates have been very soft for over 10 years, save for a short period of firming of premium rates between 2020 and 2021 in the Singapore insurance market. In 2025, D&O rates in Singapore are soft again. The capital cost of renting the insurer’s balance sheet has never been this competitively priced. Under the proposed new rules, management at issuers have the burden to apply far more value judgment than in the past. Far less is based on empirical tests when it comes to disclosure obligations. This underscores the utility of the D&O product in the listing process.
Sufficiently robust D&O coverage will act as a meaningful hedge for managers and board members of the securities issuer.
Additionally, for dual-listed companies, it is important to review whether the existing D&O policy substantively contemplates SGX listing exposures. While dual listings in Singapore remain rare, NIO completed a secondary listing on SGX in 2022[13]. If existing global D&O policies exclude the SGX or restrict territorial scope, this could result in critical protection gaps for board members.
For SGX-listed companies headquartered in mainland China, it may also be worth considering a PRC-local D&O policy to complement the global D&O program placed outside of China —especially where key directors and officers are China-based and may face claims or regulatory inquiries locally. Within the terms and conditions of a market standard D&O policy, there is typically an offering exclusion where the insured is a private company. This would be a key issue to have amended on the D&O policy, if the company/issuer is making a public offering of securities.
When undertaking an initial public offering (IPO), many issuers commonly purchase an additional type of insurance policy alongside their existing D&O policy - a specific Public Offering of Securities Insurance (POSI) policy, which is designed to deal with and ring-fence any legal liabilities flowing from the IPO transaction. This preserves the coverage under the ongoing D&O policy to meet the normal day-to-day D&O exposures. It keeps the IPO exposure confined to the dedicated POSI policy, which is usually a multi-year arrangement (depending on the relevant statutory limitation periods in the relevant jurisdictions). While Willis, a WTW business, are not tax advisers, we have observed that the cost of obtaining the POSI policy can in some jurisdictions be set off as part of the transaction cost of the offering.
Willis would be able to assist forward-looking Chinese firms that are examining the feasibility of listing on SGX to bolster long-term financial resilience and improve investor diversification using Singapore as a strategic launch pad. The top-shelf actuarial capability at Willis would allow us to assist clients with determining appropriate limits of indemnity to purchase and which claims-related costs to obtain augmented coverage for. We are here to help you position your firm at the heart of Asia’s next wave of growth and leverage the ecosystem of supportive advisors that have been part of the established pathways for Chinese firms thriving in Singapore. Using Willis as your trusted insurance broker can help manage execution risk on the well-trodden path to public markets.
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