Securities and Futures (Amendment) Bill

Order for Second Reading read.

Mr Speaker: Prime Minister and the Minister for Finance.

3.45 pm

The Minister for National Development (Mr Chee Hong Tat): Mr Speaker, on behalf of the Prime Minister and Minister for Finance, I move, "That the Bill be now read a Second time."

The Securities and Futures (Amendment) Bill introduces a new legislative framework to facilitate dual listing arrangements on the Singapore Exchange (SGX) as part of the efforts to enhance the competitiveness of our equities market and strengthen Singapore's position as a leading financial centre.

This Bill aims to attract more quality listings in Singapore by enabling issuers to tap local and overseas capital conveniently. It will support the new Global Listing Board (GLB), an innovative listing bridge with Nasdaq, which was announced by the Monetary Authority of Singapore (MAS) and SGX in November last year. The GLB provides issuers a direct pathway to access capital across both markets with one prospectus and a harmonised set of rules.

This framework for dual listings puts in place the option for SGX to enhance its connectivity with other markets. It also streamlines our regulatory requirements for dual listings. Other initiatives announced by the Equities Market Review Group last year to support the demand and supply of capital include the Equity Market Development Programme, which will allocate up to $6.5 billion directly and also to crowd in private capital to deepen local fund management capabilities and enhance trading liquidity, as well as measures to strengthen equities research coverage.

Following the announcement of these measures, the Singapore market has seen some positive momentum. Liquidity and valuations have improved. Trading volumes in the first quarter of 2026 rose 32% from the previous quarter to $126 billion, and the volumes in March were the highest in almost 20 years. The Straits Times Index has risen by over 20% over the past year and over 100% over a five-year period, which is among the strongest performers in Asia Pacific.

Moving forward now with the GLB will help us to capitalise on this momentum to further raise Singapore's standing as a listing venue of choice, where issuers with good potential can access funding to grow into regional and global champions.

Mr Speaker, I will now elaborate on the rationale for the Bill, before going through its key features.

Currently, issuers who wish to concurrently list on SGX and another overseas exchange may face differing requirements across jurisdictions. There is a duplication of effort to meet two sets of requirements, even in the case where the general regulatory principles that underpin the listing process are broadly similar across the jurisdictions. In this context, "same-same but different" is not as ideal as "exactly same-same" because the former still increases compliance costs.

The proposed legislative framework addresses this concern by harmonising and streamlining requirements for concurrent dual listings on SGX and an eligible overseas exchange. The approach reduces regulatory compliance costs while upholding high standards.

Dual listings can bring benefits for many stakeholders in Singapore's equities market ecosystem. In the case of the GLB, regional issuers will have easier access to complementary sets of investors on both exchanges, while benefiting from better brand recognition. Through this, the GLB can attract more diverse issuers to list in Singapore, which will add energy and dynamism to our equities market. This in turn creates opportunities for local service providers, including lawyers, accountants and other financial intermediaries. Investors will also gain access to a broader range of high-quality investment opportunities.

The Bill will position Singapore to capture future opportunities, where dual listings from other reputable jurisdictions, with comparable disclosure requirements and which adhere to international standards, can be facilitated. There has been broad industry support for this Bill and the GLB. MAS has considered the feedback received and taken them on board where appropriate.

Sir, I will now go through the key features of the Bill, which proposes two sets of amendments to the Securities and Futures Act (SFA). A new section Part 13A, which sets up a framework to support dual listing arrangements between SGX and an appropriate overseas exchange, such as in the case of the GLB. Other amendments to the SFA, which will support all listings, including listings on the GLB.

These amendments are needed to facilitate the harmonisation of key aspects of the fundraising and listing process for dual listings, and to reduce the friction and compliance burden faced by issuers while maintaining robust standards.

Mr Speaker, the first set of amendments introduces a new Part 13A to the SFA. This provides a framework to support dual listing arrangements, such as the GLB. Part 13A has two main elements. First, it sets out the key criteria that such partnerships for dual listing arrangements must satisfy. Second, it empowers MAS to set regulations to close differences in the securities laws of Singapore and a foreign jurisdiction to facilitate the dual listing partnership, subject to safeguards and maintaining robust regulatory standards.

The new Part 13A defines the nature of any dual listing arrangement between Singapore and another jurisdiction that can be supported by new MAS regulations. MAS will exercise the powers under the new Part 13A only if the following considerations are met.

First, the dual listing arrangement in consideration enhances issuers' access to a larger pool of liquidity and a broader range of investors. Second, the overseas exchange is from a jurisdiction with securities laws consistent with the International Organisation of Securities Commissions' (IOSCO) international standards and principles, particularly regarding enforcement, regulatory cooperation and disclosure requirements.

In the case of the GLB, Nasdaq and the United States (US) meet these conditions. Nasdaq is one of the largest stock exchanges globally, providing access to deep pools of capital. The US, like Singapore, adopts IOSCO's international standards and principles for financial markets regulation. These qualifying criteria also apply to future arrangements with compatible jurisdictions.

Part 13A empowers MAS to make regulations to vary the application of specific market misconduct and offer-related provisions in Part 12 and 13 of the SFA. Part 13A directs that the manner of modification is to align offering and listing-related practices between Singapore and another jurisdiction which, as I had explained earlier, has securities laws that are consistent with international standards. It enables MAS to formulate and make adjustments to regulatory requirements in a timely manner.

Based on engagements with market practitioners and prospective issuers, three main areas have been identified where modifications will be made to the existing SFA regulatory regime for dual listing arrangements. These areas are intended to facilitate a smooth dual listing process and post-listing operations.

First, prospectus disclosures. Currently, issuers seeking concurrent listings must prepare two sets of prospectuses based on two sets of disclosure requirements, one for each jurisdiction, resulting in additional complexity and costs. The Bill addresses this, by enabling MAS to set regulations to modify offer-related provisions to facilitate the use of a single set of offer documents.

In the case of the GLB, MAS will make regulations under Part 13A to incorporate the applicable US prospectus disclosure requirements. MAS and SGX will review the prospectus and listing application under these aligned requirements. This minimises friction when preparing the offer documents while maintaining information value for investors, since both the US and Singapore's disclosure requirements are aligned with international standards.

Second, the listing timeline. Issuers seeking a concurrent listing may encounter significant friction from different filing requirements and timelines. Under Part 13A, MAS can make regulations to address procedural and timing differences between two jurisdictions. In the case of the GLB, MAS will align Singapore's listing timeline with that of the US by varying provisions relating to the prospectus registration process.

Third, post-listing activities. Differences in permitted market practices can create friction and uncertainty for dual-listed issuers. For the GLB, there are certain standard US market practices, such as the issuance of forward-looking statements, which are permitted by well-established US safe harbours.

The Bill will enable MAS to set regulations to adopt safe harbours as defences to the market misconduct provisions in the SFA. Sir, to be clear, these safe harbours are intended to facilitate genuine post-listing activities. They do not provide a valid defence against criminal liability for fraud or dishonest conduct.

MAS and the relevant Singapore authorities will retain full discretion to enforce against any misconduct that occurs in Singapore. Our regulatory oversight and enforcement responsibilities remain unchanged. If there is a cross-border misconduct, MAS and the relevant Singapore authorities will work with foreign regulators and law enforcement counterparts to coordinate our investigation and enforcement actions. Singapore investors will also continue to be able to seek recourse for losses arising from such breaches under the investor recourse provisions in the SFA.

Mr Speaker, the changes I have outlined thus far are scoped within Part 13A to apply specifically to dual listing arrangements. This Bill also contains other amendments to the SFA which will facilitate the offering process for all listings in Singapore.

First, issuers will be allowed to engage retail investors based on preliminary prospectuses rather than only using the final prospectuses. Industry feedback shows that this will be useful to enable a better gauge of market demand and for investors to have more time to familiarise themselves with an initial public offering (IPO). This change will apply to all IPOs, including those on the GLB.

To protect investors, such engagements will be subject to safeguards. For example, no offers can be made on the basis of the preliminary prospectus, and the document must also state clearly that its content is subject to further changes.

Second, we have received feedback that the regulatory treatment for Depositary Receipt (DR) offerings involving new underlying shares requires greater clarity. With DRs, companies raise funds by issuing shares that are deposited with a financial institution or depositary. The depositary issues DRs representing the underlying shares, which are then offered and sold to investors.

For avoidance of doubt, the Bill clarifies that it should be the company issuing the underlying shares that is the entity required to lodge its prospectus for registration, instead of the financial institution that acts as an intermediary when issuing the DRs.

This is to ensure that investors receive information directly from the company whose shares they are investing in. This will facilitate the disclosure of relevant information for all DR offerings on SGX, including those on the GLB.

Sir, the amendments in this Bill represent a considered approach to enhance the competitiveness of Singapore's equities market, by attracting more quality listings while maintaining our commitment to robust regulatory standards.

The dual listings framework and the GLB are parts of a broader strategic move to reinforce Singapore's position as a leading financial centre and a vibrant hub for capital market activities. We are creating new pathways for issuers to access deeper pools of international capital while broadening investors' access to new opportunities. We will lay the groundwork for greater market depth and maturity, and open the door for future partnerships and possibilities for SGX, issuers and investors alike. Mr Speaker, I beg to move.

Question proposed.

Mr Speaker: Order. We have been in the Chamber for about five hours, so, I propose to take a break now. I suspend the Sitting and will take the Chair at 4.20 pm.

Sitting accordingly suspended

at 3.59 pm until 4.20 pm.

Sitting resumed at 4.20 pm.

[Deputy Speaker (Mr Christopher de Souza) in the Chair]

Securities and Futures (Amendment) Bill

Debate resumed.

Mr Deputy Speaker: Mr Saktiandi Supaat.

4.20 pm

Mr Saktiandi Supaat (Bishan-Toa Payoh): Mr Deputy Speaker, Sir, first, I would like to declare that I am working in a foreign bank in Singapore.

Mr Deputy Speaker, this Bill primarily seeks to introduce the GLB for new IPO candidates and existing Nasdaq-listed issuers to simultaneously list on SGX and Nasdaq Global Select Market (Nasdaq GSM). It is part of the suite of recommendations by the Equities Market Review Group, chaired by Minister Chee Hong Tat, in its final report issued in November 2025. The recommendations are a timely intervention to revitalise our equities market by capitalising on our strengths in connectivity and a high starting base of robust regulation. I, therefore, speak in support of the Bill.

It has been announced that the dual listing bridge is targeting companies in Asia with market capitalisation of $2 billion and above to simultaneously access growth capital and liquidity across the US and Asia. This can allow us to capture smaller- and mid-sized enterprises which are not well served by the US markets alone, as those markets are driven by mega-cap firms.

Just as a sample size, may I ask the Minister how many Asian companies had a market capitalisation of at least $2 billion in each of the last 10 years? By way of illustration, what are some examples of the "smaller- and mid-sized enterprises" that we are looking to attract?

May I ask also: have there been engagements with specific companies to come onboard the SGX-Nasdaq dual listing bridge once it goes "live"? Being a novel mechanism, attracting notable companies to list as "poster child" listings could have a significant effect in encouraging issuer and investor interest. If there has not been firm commitments or interest by companies to come onboard, what specific publicity avenues are being planned so that we can attract issuers to utilise this new mechanism? Would there be further incentives to stimulate issuer interest?

More broadly, beyond the number of listings, how will MAS assess whether dual listings will translate into sustained liquidity and meaningful price discovery in Singapore, rather than trading activity gravitating primarily to the larger overseas market?

I hear Minister Chee's opening remarks just now and he has alluded to the ancillary services benefiting and others, but this is a more specific question in terms of price discovery and sustained liquidity.

Next, the new Part 13A has also been drawn up in a non-exhaustive manner, as MAS may prescribe other tie-ups with overseas exchanges as Dual Listing Boards. One essential safeguard is that the overseas exchange must operate in a jurisdiction whose securities laws are consistent with IOSCO principles.

Can the Minister clarify if the SGX-Nasdaq tie-up is intended as a pilot exercise, whose outcomes will be assessed before further dual listing arrangements are pursued? Or are we already in advanced discussions with other exchanges to broaden this network?

Next question is whether the proposed legislative provisions is sufficiently flexible to facilitate listings across three or more exchanges in future, for example, a triple listing involving SGX, Nasdaq and an European exchange, or would further legislative amendments be required?

As we expand such cross-border arrangements, how will MAS guard against regulatory arbitrage, where issuers may structure offerings to benefit from the most lenient aspects of different jurisdictions, and ensure that our standards of disclosure, governance and enforcement are not diluted over time?

Mr Deputy Speaker, while the Bill would enable MAS to make regulations to streamline procedures and allow issuers to use the same offer information and timelines to achieve simultaneous listings, the detailed regulations will be pivotal to the success of such arrangements. Is there a timeline by which such regulations will be ready, so that the dual listing bridge can be operational?

I would commend the explicit power under the new section 309G(2) to incorporate foreign securities laws by reference. This reduces administrative burden and allows us to leverage established regulatory frameworks. However, may I clarify whether foreign precedents and case law would guide the interpretation of these provisions locally, or whether Singapore will retain full autonomy in applying these rules within our own legal context?

There is also the issue of compatibility with broader legal frameworks. For instance, the US market is supported in part by class action mechanisms that enable investor recourse, which are less developed in Singapore. Will we be reviewing such areas as part of strengthening investor protection, in line with the Equities Market Review Group's recommendations? Related to this, in cases involving cross-border misconduct, where key management, assets or evidence may be located overseas, how will MAS ensure effective enforcement and accountability?

The move to allow earlier engagement with investors, including retail investors, is a notable shift too. It broadens access and allows more inclusive participation, which is positive. However, at early stages, information is still evolving, disclosures are not finalised and retail investors may be more susceptible to sentiment or incomplete narratives.

The question I have is: how will MAS ensure that retail investors are not unduly influenced by preliminary or incomplete information? And will there be enhanced investor education or disclosure safeguards to help retail investors better understand the limitations of such early-stage information?

Next, Mr Deputy Speaker, it is on Sponsored Depositary Receipts (SDRs). The clarification on SDRs is a sensible and important step. By placing responsibility on the issuer of the underlying securities, the Bill aligns legal accountability with economic substance and reduces ambiguity for investors.

That said, I would like to better understand how MAS intends to operationalise this in practice. How will MAS ensure that disclosure standards for SDRs remain fully aligned with those expected of primary listings, so that investors are not exposed to uneven information standards?

Further, given the cross-border nature of such instruments, how will MAS ensure effective enforcement and accountability where the underlying issuer is based overseas? Will there be sufficient safeguards to ensure that Singapore investors have clear avenues of recourse in the event of misconduct or disclosure failures? And does MAS see SDRs as a transitional pathway towards fuller listings, or as a parallel structure that could grow in significance over time?

Mr Deputy Speaker, ultimately, the GLB is but one of many recommendations by the Equities Market Review Group. As the Review Group has recognised, there is no "silver bullet", a holistic ecosystem-wide approach is required.

The implementation of these recommendations appears to have been phased, with announcements across February, July and November 2025. Now that the final report has been published, will there be a more structured and coordinated roadmap for implementation? Are we seeing measurable outcomes from the earlier initiatives and what review timelines are in place to refine or recalibrate policies?

Finally, as we strengthen our capital markets and attract global listings, how will the Government ensure that these reforms translate into tangible opportunities for Singaporean investors and market participants, not just in attracting listings, but in deepening liquidity, research, intermediation and broader participation? In other words, a bit more other than what Minister Chee has already alluded to earlier in his opening speech.

Mr Deputy Speaker, Sir, notwithstanding the clarifications sought, I support the Bill.

Mr Deputy Speaker: Mr Lee Hong Chuang.

4.28 pm

Mr Lee Hong Chuang (Jurong East-Bukit Batok): Mr Deputy Speaker, I rise to support the Securities and Futures (Amendment) Bill. In Mandarin, please.

(In Mandarin): This Bill may appear to be merely a set of technical amendments to securities law, but it is, in fact, responding to a very real problem.

Today, when a company decides where to raise capital, it is not simply a question of whether it can list. It is a question of where the money is, where the investors are, where the analysts are and whether the processes are smooth and the rules are clear. Simply put, competition in capital markets is not just about having the right institutions in place; it is about whether the market is large enough, active enough and accessible enough.

If a company feels that listing on another market would give it greater visibility, more active trading and a fairer valuation, it will naturally choose to go there. That is the reality and we cannot avoid it.

I therefore believe that the significance of this Bill lies not merely in amending a few laws, but in helping to clear the path and build the bridges for Singapore's capital market, so that capital, companies and investors are more willing to come. But if these things are not done properly, even the best conditions will attract few takers.

Mr Deputy Speaker, I would like to make a few points.

First, this Bill aims to create clearer and smoother arrangements for dual listings between the SGX and overseas exchanges.

The problem many companies face today is not that they are unwilling to comply with rules, but that they have to do the same thing twice or even three times. Listing documents have to be prepared in multiple sets; approval processes have to be gone through multiple times.

Anyone who has run a business knows that it is rarely one big problem that slows things down – it is the accumulation of many small, repetitive ones that makes everything feel increasingly burdensome. Over time, companies are not deterred by strictness; they are deterred by repetition and hassle.

So, if we can reduce this unnecessary duplication and make processes smoother, it would be a very practical help to companies and would also attract more of them to list in Singapore. That said, as we simplify processes, we must also preserve Singapore's longstanding strengths: transparency, clarity and trustworthiness. We cannot just be fast; we must also be steady and precise.

Second, the Bill allows companies to begin engaging investors at an earlier stage of the listing process. This is good for everyone in the long run. The earlier a company helps the market understand what it does, how it makes money and what its risks are, the easier it is for investors to make informed judgements and the more likely it is that pricing will be fair. It is like buying a flat – if the buyer gets to see the information early, they can form a clearer picture.

But there are risks here too. If communication happens too early and only the positive aspects are presented, investors may be unduly influenced and by the time the risks become apparent, it may be too late.

The key principle, therefore, is this: earlier engagement is acceptable, but it must not become earlier promotion. Companies cannot lead with only the good news and leave the important risks to be disclosed later.

I would therefore suggest that the regulatory authorities, in addition to setting legal minimum standards, also provide clearer guidance so that companies, intermediaries and advisers all know what is and is not permissible.

At the same time, in today's environment where social media spreads information very quickly, we must ensure that "earlier investor engagement" does not become "earlier market sentiment-making."

Third, this Bill also clarifies the legal liability relating to depositary receipts. In simple terms, investors sometimes hold not shares directly, but a certificate representing those shares. The Bill makes clear that if there are errors or omissions, the primary liability lies with the underlying company, not with the intermediary that issued the certificate.

This is reasonable. The party that best understands the company's business and risks is the company itself. It is like sending a parcel – if the contents were mislabelled to begin with, you cannot simply blame the delivery person; the responsibility lies at the source.

In practice, however, cross-border structures can be very complex. A company may be incorporated in one country, the intermediary based in another and the investors located elsewhere still. If something does go wrong, figuring out who investors should approach and how to seek redress may not be straightforward.

I would therefore suggest that as the Government clarifies legal liability, it should also strengthen cross-border regulatory cooperation and enhance investor education, so that people not only understand what the law says but also know what to do when problems arise.

(In English): Mr Deputy Speaker, beyond market structure and efficiency, this Bill is also an opportunity to strengthen Singapore's position in sustainable finance. As more investors globally allocate capital based on environmental, social and governance considerations, our regulatory framework should continue to support high quality, consistent sustainability disclosures. This will not only protect investors from greenwashing but also give credible companies greater confidence to raise capital here.

Another area worth considering is the role of technology and digitalisation in capital markets. With increasing use of digital platforms, algorithmic trading and tokenised securities, regulatory clarity must keep pace with innovation. While we support efficiency and accessibility, safeguards must remain robust to manage new forms of risk, including market volatility and cybersecurity threats.

We should also take this opportunity to further strengthen retail investor participation in our market. A vibrant capital market is not driven only by institutions, but also by informed individual investors. Continued efforts in financial literacy, transparency of products and accessibility of information will help build broader and more resilient participation over time.

Finally, as competition among global finance centres intensifies, Singapore must continue to differentiate itself not just on efficiency but on trust and governance. Our reputation has been built over decades, and it remains one of the strongest advantages. Any reforms we pursue should reinforce this foundation, ensuring that growth in our capital markets is matched by equally strong standards of accountability and integrity. Mr Deputy Speaker, conclusion in Mandarin.

(In Mandarin): Because this Bill has identified an important key point: if Singapore is to continue as an international financial centre, it cannot rely solely on its past strengths, nor simply on "the stability we have always had."

Stability is important, but markets also need vitality. Openness is important, but responsibilities must be clearly defined. Efficiency is important, but investor trust matters even more.

As the saying goes, “Water can carry a boat, but it can also capsize it”.

What is most critical is that implementation gets three things right: one, reducing unnecessary duplication in processes; two, improving the efficiency of market communication without compromising fairness and transparency; and three, as we pursue greater international connectivity, ensuring that responsibilities are clear and investors are protected.

If all three are achieved, I believe this Bill will help Singapore's capital market can achieve long-term steady growth.

Mr Deputy Speaker: Mr Yip Hon Weng.

4.38 pm

Mr Yip Hon Weng (Yio Chu Kang): Mr Deputy Speaker, Sir, I declare that I work in a global investment firm with publicly listed assets.

I rise in support of this Bill, and I commend MAS and the Ministry of Finance for moving this Bill with urgency. The GLB represents Singapore's most ambitious structural intervention in its equity markets in a generation. That ambition is necessary, but ambition alone will not deliver outcomes. It must be matched by execution in the realities of our market.

I note that the regulatory appetite for this move reflects a shift. A decade ago, MAS often maintained a broad scepticism toward special purpose acquisition companies and novel fund structures. Today, it is more prepared to engage with innovation in a calibrated way. That shift, while long overdue, is nevertheless welcome. But this House has a responsibility not only to support ambition, but to test it. I speak today not to oppose the Bill, but to provide constructive views so that it delivers genuine market vibrancy, rather than the appearance of it.

Let me be direct. The fundamentals of our equity market remain fragile. SGX's securities daily average value stands at around $2.4 billion, or US$1.8 billion. Meanwhile, the Hong Kong Stock Exchange records an average daily turnover of HK$304 billion, approximately US$39 billion. In terms of cash equity trading, the Hong Kong market is more than 20 times more liquid than our own.

This disparity extends to capital raising. In the first quarter of 2026, Singapore's IPOs raised US$967.1 million. In that same period, Hong Kong's secondary listings alone raised US$8.5 billion. These are not peripheral comparisons. They are the baseline realities against which this Bill must be measured. I have several clarifications on the Bill.

First, Mr Deputy Speaker, Sir, I welcome the GLB. The new Part 13A allows MAS to modify and align regulatory requirements with overseas exchanges to support dual listings and streamline offer documentation. This is a meaningful step if Singapore is to compete for international listings.

However, several structural concerns raised by market practitioners need to be addressed.

First, the $2 billion market capitalisation threshold. I understand its rationale. But in practice, only a small number of Southeast Asian companies will meet this bar. According to market practitioners, about eight Southeast Asian tech firms would meet the threshold, with another two to three potentially close to achieving that. It is a narrow universe when set against the ambitions of the GLB.

The companies large enough to qualify are precisely those that may choose to list directly on Nasdaq, without the need for a Singapore leg. I ask whether MAS will consider a tiered threshold, or a review mechanism as the market matures. Given that Part 13A allows MAS to partner with different overseas exchanges, it would also be helpful to understand which segments of issuers we are prioritising and how Singapore intends to position itself relative to other listing venues competing for the same pool of companies.

Second, liquidity fragmentation. Institutional investors will trade where liquidity is deepest. In a dual listing structure, that is likely to be the primary overseas exchange. If Singapore trading volumes remain thin, issuers will question the purpose of maintaining a listing here.

We need clarity on how Singapore intends to support meaningful trading activity on the SGX leg, beyond existing measures, such as retail allocation.

Third, legal exposure. Issuers are concerned about the risk of US class action litigation. This is a material deterrent. Without clarity on how Singapore-based issuers can navigate these risks, we may deter the very firms we seek to attract. This is particularly relevant in a dual listing framework where issuers are subject to multiple legal regimes. Greater clarity on how these cross-border liabilities are managed will be important for issuer confidence.

Fourth, structural dependency. Under the framework, an issuer delisted from the overseas exchange must also be delisted from the Dual Listing Board. This creates a structural dependency on that foreign exchange.

I do not question the good faith of any partner exchange. But I ask the Minister what safeguards exist for investors holding shares on SGX if such a partnership is disrupted and whether extending the framework to other exchanges provid a sufficient hedge?

Second, Mr Deputy Speaker, Sir, I welcome the expansion of retail investor access. The amendments to section 251 allow the issuers to present preliminary offering materials to any person before a prospectus is registered, subject to safeguards. This levels the playing field between retail and institutional investors and gives Singaporeans earlier access to investment opportunities.

But let me add a caveat. Earlier access to information is a meaningful change. Yet, access alone does not guarantee better outcomes. If investors receive a preliminary prospectus without the corresponding ability to evaluate it, they are exposed to increased risk rather than be empowered to act. The safeguards in the Bill, including disclaimers and restrictions on application forms, are necessary, but they do not address this underlying gap in financial literacy.

So, what accompanying measures will be introduced? Will MoneySENSE be expanded? Will investor education be strengthened? Will simplified prospectus summaries be made available? A preliminary prospectus in the hands of an unprepared investor is not empowerment. It is liability.

Third, Mr Deputy Speaker, Sir, I must be candid about what this Bill cannot do. The Bill is fundamentally a supply-side measure. It seeks to attract more issuers and introduces mechanisms, such as SDR, where the issuer of the underlying securities assumes responsibility for disclosure and liability.

That is appropriate. But a chronic weakness of the SGX is a demand-side problem. Our retail investor base is smaller and more conservative. There is a long-standing preference for dividends, bonds and property over equities. No legislative amendment can manufacture trading appetite.

Without sustained participation, liquidity will remain limited. Without liquidity, even strong listings may struggle to gain traction. We need a whole-of-life-cycle approach to capital markets. From early-stage funding to public listings. Across asset classes including credit, infrastructure and real estate. MAS has begun moving toward this ecosystem model. I urge the Minister to accelerate this effort and to ensure it is implemented in a coordinated way.

Fourth, Mr Deputy Speaker, Sir, I offer three specific suggestions to strengthen the implementation of this Bill.

First, settlement and stabilisation mechanics for the GLB must be clarified. Current consultation materials do not prescribe how settlement, closing and price stabilisation will operate across Nasdaq and SGX. These are foundational issues. Uncertainty here will deter issuers.

Second, the Grant for Equity Market Singapore (GEMS) scheme's research grant scheme should be expanded to cover GLB companies from the point of listing. Early research coverage is essential to building investor confidence, especially for companies unfamiliar to Singapore investors.

Third, the pipeline below the GLB threshold must be developed more deliberately. The S$6.5 billion Equity Market Development Programme and the S$1 billion Startup SG Equity top-up are important initiatives. But the path from a start up to a GLB eligible company takes years. I ask MAS and Enterprise Singapore to identify the cohort of companies that could realistically reach this stage within five to seven years and to publish a framework that allows this House to track progress.

Tracking progress is important. I assume the Ministry already has a set of internal key performance indicators (KPIs) for this initiative. If so, I would encourage that these KPIs be made clear, measurable and where possible, transparent to this House, so that we can assess whether this Bill is delivering its intended outcomes over time.

Lastly, Mr Deputy Speaker, Sir, timing matters. We are introducing these reforms at a moment of global market uncertainty. Geopolitical tensions and tariff risks are already affecting IPO pipelines. If the GLB is launched into weak market conditions, we risk building a well-designed framework with limited participation. A framework without issuers is not a market. I urge the MAS to consider contingency measures, including bridging capital through platforms, such as ADDX and other flexible funding solutions, so that near-IPO companies are not lost due to timing.

In conclusion, Mr Deputy Speaker, Sir, I began by noting that this Bill reflects ambition. However, ambition alone will not deliver outcomes unless it is matched by execution in the realities of our market. This debate has made clear what that execution requires.

On the GLB, we must ensure that design choices do not constrain the pipeline or weaken Singapore's position in global capital markets. On retail participation, we must ensure that earlier access is matched by investor capability. On market structure, we must address the demand side constraints that continue to limit liquidity. On implementation, we must resolve operational uncertainties and build a credible pipeline under realistic market conditions.

These are not technical issues. They go to the heart of why this Bill matters. Singapore's position as a leading financial hub has never been accidental. It has been built through deliberate policy choices, strong institutions and our ability to connect global capital with regional opportunity.

Our financial sector is not peripheral to our economy. It is a core driver of growth, a source of high value jobs and a gateway through which international capital flows into Southeast Asia.

If we do not continue to strengthen our markets, capital will not stand still. It will move to where liquidity is deeper, where ecosystems are stronger and where execution is clearer.

Ultimately, this is not only about introducing a new framework. It is about whether Singapore remains a place where global capital chooses to come, where regional companies choose to list and where Singaporeans themselves choose to participate.

If we match ambition with execution and follow through with discipline in addressing these gaps, then this Bill can do more than improve our market structure. It can reinforce Singapore's role as a trusted financial centre, a gateway to Asia and a platform for long-term growth. But at the end of the day, we should also be clear about how success will be measured in practical terms. How much incremental daily trading volume are we seeking to generate? Because that will be one of the clearest indicators of whether these reforms are making a meaningful difference to market activity.

We must ensure that access leads to understanding. We must ensure that participation leads to liquidity. And we must ensure that ambition leads to outcomes. And on that basis, Mr Deputy Speaker, Sir, I support the Bill.

Mr Deputy Speaker: Dr Neo Kok Beng.

4.51 pm

Dr Neo Kok Beng (Nominated Member): Mr Deputy Speaker, Sir, I would like to declare that I am a technology entrepreneur, I invest and create technology ventures.

The GLB and the link-up with Nasdaq is a really good move. For technology entrepreneurs, the Nasdaq is like a Mecca, dream land, where we go and do listings and if we look at the Magnificent Seven, starting with the letter "A" in the alphabet, which is Amazon; Apple; Google; Tesla; Meta, which was Facebook; Nvidia – they are among the top capitalisation of Nasdaq.

So, tying them brings our exchange into a good situation or environment for a very tech-driven future.

As of May 2026, I did a check, there are about more than 40 companies listed in Singapore that are more than S$2 billion in valuation, primarily in financial services, quite a bit of them in Real Estate Investment Trusts and a couple of them in industrials and engineering.

The market is dominated by players including the banking services, such as DBS Group, Singtel and ST Engineering. The capitalisation of the financial services in our stock exchanges is about 40%; 20% for real estates; for IT, 5%. So, are we going to maintain that? Or do we also want to build ourselves as the next Nasdaq, where we can actually have more tech and innovation-driven companies on our exchanges?

And if we are looking into the future, with our Research, Innovation and Enterprise (RIE) investments, and all the investment in technology and R&D, I believe that we can actually try to move into that direction.

The GLB is a new regulatory framework and I hope that it enables high-growth companies, especially deep tech, such as biotech, med-tech or innovation tech-driven company, to do their listing here.

Sir, $2 billion is quite a tall order. There are a couple of questions that I would like to ask.

First, will the Government target a certain percentage, in terms of quantity and market cap, for deep-tech companies as part of our new listing companies' landscape, such as to build up a hub of technology and innovation?

Based on what we have right now, it is not really big enough for us to have a lot of companies that are "unicorns", grown generically from Singapore, we might have to attract a lot more from the region, or as far as China, or perhaps US.

So, what are the strategies? What are the competitive advantages and benefits to attract such deep-tech companies overseas to list or to join the GLB?

Will we be encouraging special purpose acquisition companies for GLB? For example, in my trade, in the electric vertical take-off and landing (eVTOL) or flying car areas, there are two companies: one is Joby Aviation, and one is Archer Aviation. They listed in 2021, on either NYSE or Nasdaq, as special purpose acquisition companies, before they have a certified product. So, it is pre-commercialisation. When they are listed, they were about $6 billion. At the end of the hype, they were down to $2 billion, probably $3 billion. But now, with the products being on the way to certification, they are probably worth about $12 billion.

Do we have the policy to stomach that, losing but very high valuation, because of very high potential, and highly scalable?

So, when it comes to all these highly scalable companies or tech ventures, would you consider a special pathway for such pre-commercialisation, deep-tech companies, especially in pharma and biotech. And biotech is one of our key R&D areas in our RIE 2030 plan.

One of the things I am really concerned with is that, for this $2 billion, how can we help our company, our deep-tech ventures here, slowly move up to being "unicorns". I think that on average, it takes 10 years to build a "unicorn". So, in the near term, would we consider a possible dual listings, maybe not in the $2 billion category, but maybe in either the small cap or slightly higher than micro-cap, for them to list here and then transition into Nasdaq?

So, those are the possible options that we can explore for companies based here or developed from our RIE 2030.

Mr Deputy Speaker: Assoc Prof Jamus Lim.

4.58 pm

Assoc Prof Jamus Jerome Lim (Sengkang): Sir, I believe that this Bill constitutes part of the continued effort by the MAS to implement measures suggested by the Equities Market Review Group to improve market liquidity in the SGX. The Bill has two main elements: legislative changes to facilitate dual listings and refinements to improve regulatory oversight, especially concerning Sponsored DRs.

I am sympathetic to the objectives of the Bill, and for this reason, I see little justification in not supporting it. But I will offer some serious points of caution and reprise the broad case that my Sengkang colleague, Mr Louis Chua, and I offered in our joint Adjournment Motion delivered in this House some three months ago, on making Singapore Equities great again.

I will also state at the outset that I am the chief economist emeritus of a wealth management and advisory firm, and own a very small number of shares on the SGX.

As context is perhaps helpful to look at how our local stock market has performed of late. For decades, our local exchange had, in the minds of many observers, underperformed. Listings were woeful and delistings generally far exceeded new listings.

With the Main Board dominated by financials and real estate, liquidity has been weak, especially compared to other developed markets. This translated into the benchmark Straits Times Index (STI) going sideways for the better part of the past decade. Things began to look brighter from the middle of 2024, as rising geopolitical tensions and the shift to a more multi-polar world appear to have triggered a structural shift in international financial flows. The STI was reinvigorated and hit new highs and even outperformed global benchmarks like the S&P 500.

In this setting, the SGX's value proposition. It could be a safe harbour for global capital, in the otherwise troubled world. The trick then is to sustain this momentum with concrete policy action that truly shore up liquidity and keep it here.

The STI was re-invigorated and hit new highs and even outperformed global benchmarks like the S&P 500. In this setting, the SGX's value proposition. It could be a safe harbour for global capital, in the otherwise troubled world. The trick then is to sustain this momentum with concrete policy action that truly shore up liquidity and keep it here.

The amendments proposed in this Bill seek to do so, but I fear that they do not go far enough.

Let me start with clause 8, which sets out rules that make it much easier for issuers to comply with the distinct stipulations of two jurisdictions – the Nasdaq Global Select Market and SGX, while pursuing dual-listings on both exchanges. For me, there is little to quibble with in terms of the language in the new part 13(A).

Rather, I will focus on whether the ostensible goal of dual listing, to stimulate greater liquidity, especially in our local boards, may actually be accomplished. The evidence suggests caution in arriving at this conclusion.

Research does generally support the notion that cross- listings do improve liquidity while boosting valuations. But, and this is the key "but", trading and hence the associated liquidity boost tends to concentrate in one dominant exchange. The one with more liquidity to begin with.

Between the SGX and Nasdaq, this will invariably be the latter. Our moves to push for dual listing then may paradoxically result in our already scarce local liquidity leaking away into foreign shores.

Recent events lend further credence to this argument. In September 2025, AvePoint announced a dual listing between Nasdaq and the SGX Main Board, keeping in mind that these are still early days. The stocks trading volume on the SGX has been modest at best. While the listing generated substantial interest, the offering was more than three times over subscribed.

Price discovery remains firmly rooted in the US and average trading volume, as of April this year, was just around 83,000 shares. Contrast this to volumes of close to two million in its primary US market.

Even in cases where the SGX collaborated with smaller exchanges, the experience has been disappointing. Secondary listings since 2010 have all been by way of introduction with no new share issuance or capital raising. Cross listings with Hong Kong, the exchange with the largest share of cross listings on the SGX have underperformed here in strict contrast to the Hong Kong exchanges Stock Connect with the Chinese mainland; which raised HK$78 billion Hong Kong in the first half of 2025 alone.

The dual listing of SP AusNet in Singapore and Australia saw limited interest by SGX investors, despite solid trading volumes on the ASX, before eventually being delisted in 2018.

Moreover, increased trading volumes may be accompanied by higher variability in stock market returns. This means, especially for our already low liquidity market, that we may also be inviting greater volatility due to this arrangement. Taken together, we must surely be careful for what we wish for when we promote cross listing, especially with a bigger partner.

Indeed, the motivation for cross listing itself appears rather lukewarm, even in the eyes of the Equity Market Review Group. The final report does highlight the importance of cross-border partnerships, but it makes only two explicit references to cross-listings in a 39-page 15,000-word report. Of these, only one speaks to a support measure of 180,000 for cross listed Exchange Traded Funds (ETFs) in the broader context of the GEMS scheme. For me, this does not strike one as a ringing endorsement.

The natural question then, is how we think this latest foray into cross listing might be different. What mechanisms are there to this round to ensure that the SGX sustains genuine trading volume rather than being relegated to a secondary venue in all, but name?

What will allow Singapore to become a price-setting market rather than being a pale mirror of the main exchange? As written, the Bill grants MAS the authority to declare a foreign exchange prescribed, as long as its disclosure standards are comparable to IOSCO's 1998 cross-border disclosure standards.

This document is nearly 30 years old and the term comparable is discretionary, since MAS' determination faces no defined parliamentary check. We risk anchoring ourselves to standards that may align on paper, but diverge in practice. After all, once a pairing is declared, regulations can replace, modify or disapply core liability provisions, including market misconduct in sections 197 to 202 and prospectus liability in sections 253 to 254. Parliament is effectively being asked to authorise in advance and without details, regulatory changes whose content will only be revealed much later.

While I understand that such discretion maybe necessary for operational efficiency, the only investor protection floor given in section 9G(VII) which preserves liability under any law not modified, replaced or disapply, appears somewhat circular.

Furthermore, the Bill may potentially allow foreign defences to be imported and used against local investors. Section 309H permits MAS to substitute defences drawn from the foreign jurisdictions' law.

A Singaporean retail investor bringing a misrepresentation claim could potentially face a defence rooted in the US Securities and Exchange Commission (SEC) rules, or those of another foreign regime, which may presently be unavailable under Singaporean law. This effectively leaves us as a standard's taker, rather than standard setter.

Similarly, the regulatory refinements that allow issuers to disseminate preliminary prospectus is directly to retail investors, outlined in clause 3, and which require the issuer to assume responsibility for registering the prospectus in clause 2, do promote informational exchange. The ostensible goal here is that by increasing accountability and transparency, liquidity will be further deepened, especially among retail investors.

While I appreciate the desire to rope in more retail investors and indeed, I had pushed for this in our joint Adjournment Motion by suggesting that Central Provident Fund's (CPF's) impending Life-cycle Retirement Investment Scheme, consider including the local indexes a means of promoting retail ownership, there is nevertheless a risk that preliminary prospectus made available to less sophisticated retail investors may open the door to aggressive marketing and foster excessive hype.

Sir, what sort of safeguards will the Government be implementing to ensure a balanced presentation and mandatory risk disclosures for oral and written documents are yet to be finalised by definition? Is there a place for statutory safeguards, especially plain language risk disclosures that highlight differences between American and Singaporean domestic market practices? More generally, has MAS examined evidence from comparable jurisdictions on the sort of safeguards that have been applied to protect retail participants if indeed they were to receive preliminary material?

As with cross listings, these rules are unobjectionable on their face. But let us recognise them for what they are, facilitative procedural amendments, rather than deep-seated structural reforms. If we truly want to improve accountability and transparency, we need to move beyond, and toward ensuring the quality of post listing disclosures.

My hon friend, Louis Chua, had previously outlined how such value up assessments will look like – mandatory disclosure of returns on equity or invested capital targets, cost of capital and dividend and stock improvement plans. These remain conspicuously absent thus far in our securities laws.

This Bill offers an ideal opportunity to redress this on a small scale. For firms seeking a listing on the GLB, we can mandate such disclosures. After all, these are already large global companies which should well be able to afford the additional cost of such compliance. Doing so, will ensure that such large cap listings actually deliver long-term value to Singaporean shareholders.

Sir, I will close by looking to the future. While this Bill is focused on cross-listings with the Nasdaq, one is left to wonder if there are yet more exchanges the MAS is contemplating extending dual listings too. Will Parliament have any role in scrutinising the credibility of these other exchanges before they are designated or liability provisions altered? Similarly, how does the Government expect the dual listing board framework to cater to potential transfers from either the SGX Main Board or catalyst when its $2 billion market cap minimum appears structurally designed for larger listings than realistically possible for local or regional firms?

As I mentioned in my Adjournment Motion speech two months back, where the capital raising cycle appears to have fallen short is in building market liquidity for raising funds for mid-cap and growth companies. Despite the Bill's merits, Singapore's challenge of growing our domestic market in such companies, for me, remains largely unresolved.

Mr Deputy Speaker: Mr Shawn Loh.

5.11 pm

Mr Shawn Loh (Jalan Besar): Mr Deputy Speaker, I support the Securities and Futures (Amendment) Bill. Before I begin, I declare that I am the Group Managing Director of Commonwealth Capital Group, a Singapore global enterprise operating a conglomerate of businesses.

The move to provide for dual listing arrangements and for the GLB is unobjectionable.

First, global firms with an Asian nexus will benefit from the option of getting the best of both Nasdaq and SGX liquidity pools. While Nasdaq offers a deep pool of global capital, investors there may not necessarily have the understanding of the Asian growth story. A dual listing on SGX would allow such firms to tap our local liquidity pools, where investors have a better understanding of regional prospects and nuances.

Second, a more vibrant ecosystem of listings will benefit the financial services industry and create some good jobs for Singaporeans. In short, the financial services sector will not experience jobless growth. It will also benefit the SGX as one of our local companies.

Third, this could be the first of many other dual listing arrangements, that Assoc Prof Jamus Lim alluded to, which could make the SGX a regional hub for such listings in the future. And perhaps, not just in the technology sector.

However, like Yip Hon Weng, I believe it is equally important to talk about what dual listing arrangements do not provide on their own. This is so that we can manage our expectations and can continue to strive towards additional ways to support our equities ecosystem and the growth of our Singapore businesses.

First, the arrangements do not guarantee spillovers beyond the financial services sector. We are unlikely to require overseas firms to have a Singapore presence before listing. This is understandable; we do not want to increase the barriers for quality growth companies to list here. That said, I hope that other Government agencies, like the Economic Development Board, can use this new opportunity to create new jobs for Singaporeans, by encouraging these firms to move some headquarters functions to Singapore after listing. And for Singaporean firms looking to dual list, I hope that a local listing encourages them to further anchor their headquarters and high value-added functions in Singapore for the long term.

Second, the arrangements do not, in and of themselves, mean that a greater number of Singapore companies will benefit from the equities market. But fundamentally, we must ask ourselves what we want our Singapore stock exchange to accomplish for our broader economy and society – and what it should not accomplish.

Mr Deputy Speaker, let me answer my own question. We want an avenue for quality Singapore companies to raise growth capital by issuing equity. Larger, high quality Singapore companies that can achieve a Nasdaq listing already do so and they would continue to do so. They could perhaps be encouraged to dual list in Singapore, with the benefit of some additional liquidity from Asian-focused investors.

But mid-sized companies with a more local or regional presence are unlikely to benefit from this arrangement, as they would not typically be considered for listing on global exchanges like the Nasdaq. Such companies also need a vibrant SGX. And so, we should also continue to focus on helping ambitious, high-growth mid-sized companies to raise the capital they need, so that we can accelerate their growth and create more good jobs for Singaporeans.

That said, we should resist the temptation to lower the quality bar and avoid companies with poor business fundamentals or bad corporate governance to list on the SGX. The uncle and auntie in our heartlands should not be seen as the retail investors providing exit liquidity for private capital owners, whether businessmen or fund managers, looking to make a quick buck.

The foundation of a vibrant stock exchange is built on quality companies that attract more investors because these companies are well run, well governed and growing. We should therefore continually endeavour to raise standards for companies listed on the SGX so that investors continue to come to it to invest in high quality listings.

Some may suggest that we do not have enough quality Singapore companies because we do not have a vibrant SGX. I beg to differ. It is the other way around. We do not have a vibrant SGX because we do not yet have enough quality Singapore companies that meet the standard.

So, we should focus on further improving corporate governance, disclosures and minority investor protections. Over time, these efforts will make our SGX one that all Singaporeans and Singapore companies can be proud of.

Mr Deputy Speaker, the proposed amendments are a move in the same direction towards this larger vision. I support the Bill.

Mr Deputy Speaker: Mr Ng Shi Xuan.

5.16 pm

Mr Ng Shi Xuan (Sembawang): Mr Deputy Speaker, this Bill is part of a larger equities market review, which includes programmes like the Equity Market Development Programme. I am heartened to hear Minister Chee's opening speech that trading volume has increased.

But it is still worth asking what impact this Bill will bring to our market and how we bring more private investors in so activity does not just start here, but continues here.

The question we are facing is whether companies will actually come and whether real activity will follow. I will focus on three areas: (a) the positioning of the GLB; (b) the development of our financial ecosystem; and (c) whether our market is ready.

Sir, first, on the positioning of the GLB. From the consultation, the thresholds for the GLB are very high, at around $2 billion in market capitalisation. This is aimed at a narrow group of large, mature and credible companies. That is understandable, given how the board is positioned and the quality we want on SGX.

This Bill creates a clearer pathway than before. But the question is how many companies who meet these criteria are willing and ready to take it up.

The key constraint is whether companies see real value in listing here, given the additional requirements. Were pre-IPO firms consulted or have any expressed concrete interest in listing under this framework? Just as my Government Parliamentary Committee Chairman Mr Saktiandi asked, I would also like to check with MAS if they are able to provide an estimated number of companies that are potentially eligible under the GLB framework.

The proposed focus on companies with an Asian or regional nexus further narrows the pool. While I understand the intent to anchor relevance to our region, having an Asian nexus is one thing, but having a reason to raise capital in Singapore is another.

While the Bill could help address the long-standing gap in late-stage capital and exit pathways, it will only work if companies see Singapore as a viable place to raise capital at scale. If many of these companies are already anchored in Nasdaq or other exchanges, are we building liquidity here or just plugging into it? What are the opportunities Singapore can seize as companies, especially those exposed to geopolitical tensions and are looking for diversification, choose where they are listed?

The pipeline is likely to be limited in the near term, so we should be clear that this is a targeted, niche strategy rather than a broad expansion of our market.

This then leads to a broader question about market structure. Today, we have the Catalist, the SGX Main Board, and now potentially the GLB. This effectively creates a three-tier system.

A strong capital market should not just have multiple boards, but a clear role for each. Where does this leave the SGX Main Board in the overall structure? Is there a meaningful difference between the GLB and the SGX Main Board?

Is the GLB meant to be an aspirational pathway for companies that grow through SGX or is it primarily a separate lane to attract already mature issuers from outside? Because depending on the answer, it will shape how companies view SGX as a place to start and grow.

Sir, second, on the development of our financial ecosystem. More activity at the top end will naturally create spillover demand for banking, research, asset management and other services. But based on the Bill, much of the immediate work will be in compliance, governance and advisory functions.

If this Bill is to make a real difference, we also need to see deeper capabilities develop in research, investing and capital deployment. It may also be useful to build capabilities here, for example, by allowing more use of forward-looking statements under safe harbour provisions and in how analysts and investors assess businesses that are still loss-making but growing. Otherwise, we may end up servicing these listings, but not really building the depth of understanding needed to value them properly.

Importantly, where will these activities and jobs sit? Will they be anchored here in Singapore or will the core activities still take place elsewhere?

I would also like to seek clarification on whether MAS has consulted companies on the regulatory landscape improvement and support network that the GLB prospects may have raised prior to this Bill.

Sir, third, on whether our market is ready. Companies do not just choose markets based on liquidity. They choose where investors understand their business. In markets like the US, investors are more familiar with R&D-heavy companies, deep tech firms and founder-led businesses with longer growth horizons. That shapes how these companies are valued.

If we want to attract similar companies, it is not just about creating a new board, but whether companies and investors choose to be active here and whether our own market is ready. Are we building enough investor depth, research coverage and understanding of these sectors?

At the same time, it is noted that MAS will retain much regulatory discretion in the administration of the GLB. Whilst discretion is a normal feature of any listing regime, investors and issuers will need clarity on how that discretion will be exercised in the dual-listing context, particularly in relation to disclosure recognition and the circumstances in which SGX RegCo may suspend or delist a company from the GLB.

We need to ensure that this flexibility and discretion do not come at the expense of clarity and investor confidence because Singapore has always competed on clarity, not ambiguity. Otherwise, uncertainty over the applicable compliance framework may affect confidence, liquidity and valuation.

In conclusion, this Bill is a necessary step if Singapore is to remain relevant in global capital markets. But success is not how many names we bring onto the board. It is whether we bring real activity here – real trading, real capital and real investor participation. Because in the end, markets are not defined by structure, but by where activity takes place. With these points, Sir, I support the Bill.

Mr Speaker: Ms Nadia Samdin.

5.23 pm

Ms Nadia Ahmad Samdin (Ang Mo Kio): Mr Deputy Speaker, Sir, I rise in support of the Securities and Futures (Amendment) Bill.

Historically, exchanges competed as destinations. Companies chose where to list and in doing so, they chose where value will be created, where liquidity would sit and where their story will be told.

But that mode has shifted. Today, broad capital is global, deep liquidity is concentrated and the companies shaping the future, particularly in technology and innovation, are not bound by geography. They go where capital is deepest, coverage is strongest and where they are understood.

This creates a structural challenge for Singapore, not because we lack strong institutions or capability or credibility, but because the gravitational pull of global capital, particularly for high-growth and technology companies, is traditionally not centred here due to investor culture, risks, platform dominance, regulatory infrastructure and talent, among other factors.

The GLB offers a response to this reality. It is not an attempt to out-compete the largest capital markets in the world. It is a recognition that we must evolve our role within them. In a more uncertain and fragmented global environment, it is imperative that Singapore continues to strengthen our position as a trusted and relevant financial hub.

Listings typically involve overlapping and sometimes disjointed disclosure standards, liability frameworks and regulatory timelines. These can add significant coordination, complexity and cost. So, I appreciate the intent of these amendments to better align processes and reduce duplication. These are practical steps that can reduce friction.

I would like to focus on four areas: first, how we position Singapore, particularly, as a bridge for high-growth companies in Asia; second, how we prepare our companies for the realities of operating within these markets, where expectations, scrutiny and standards are different; third, how we ensure that this integration translates into tangible progress and economic value for Singapore through capital participation and ecosystem development; and finally, how we ensure market integrity through seamless mutual enforcement and timely information sharing.

First, Singapore as an Asian bridge. As Southeast Asia continues to produce high-growth firms, particularly in tech, many seek listing opportunities in the US. The GLB ensures that even as these companies pursue global capital, they can do so without losing access to regional investors, proximity to core markets and the strategic appeal that comes from being anchored in both Western and Asian ecosystems. It is also hoped that it will boost SGX's IPO pipeline and competitiveness.

The framework requires that companies raise a portion of their capital through Singapore – $75 million or 15% of the global offering, whichever is higher. This ensures that our market is not merely a point of access but a point of participation where Singapore has a stake in the growth of these companies. Rather than accessing such opportunities only through foreign markets, our capital can engage through our own infrastructure.

By enabling companies to access US capital markets while maintaining a listing presence on SGX as well, we position Singapore not as an alternative but reinforce our role as a gateway economy. We have long positioned ourselves as a hub for flows of capital, talent and ideas. The GLB extends that logic into capital markets. But we must be clear-eyed about the risks and limitations.

Under the current structure, the listing on Nasdaq is an anchor. The listing on SGX is not designed to stand independently.

I have four questions.

If price discovery generally happens in the US due to deeper liquidity, what role can Singapore play beyond access?

If trading volumes concentrate in the US, how can we ensure our market also remains active rather than symbolic, given lower trading liquidity?

Has the Government assess whether the Singapore institutional and retail investor base can consistently generate sufficient demand for GLB issuers to meet the minimum threshold? Otherwise, the requirement may become a hurdle that limits uptake and the default may be re-allocation.

Give the the volatility in the world, is the MAS considering other prescribed dual-listing arrangements as it stands with other markets that could further open up new sources of capital and cooperation?

Second, preparing companies for the realities of the US market. The draft listing rules set out a minimum $2 billion in market capitalisation at listing threshold, among other criteria. This means that the pool of companies which qualify for the GLB may not be large.

But it goes beyond market capitalisation. The question is also whether these companies are ready to go live as a public company in a US-led market environment. That means having the governance disclosure controls, investor relations capability and financial reporting discipline to withstand a cadence of scrutiny from sophisticated analysts, investor base regulators and the media. Companies must also get used to new success metrics beyond revenue, especially tech firms.

If the GLB is to succeed, readiness cannot be treated as a compliance checklist, but instead be complemented with a capability building agenda. The expectations of US markets may not always be aligned with the realities of companies emerging from Asia, many of which operate in different languages and times zones.

While operating in this environment will force companies to demonstrate a different level of robustness that is recognised more globally, whether by investors, partners or talent, I would like to ask how we are preparing our Singaporean companies for this transition beyond simply exposing them to the opportunity. And is there a supporting role that Singapore can play for Association of Southeast Asian Nations (ASEAN) companies which intend to pursue a GLB listing?

While the Government should not be actively interfering or shaping a company's entry into capital markets, where possible, will we consider partnering with industry to develop structures to bridge capability gaps? This leads to my third point: translating listings into tangible economic value for Singapore.

Mr Deputy Speaker, Sir, the success of GLB should not be measured by the number of quality listings alone. It should be measured by the extent to which those listings translate into tangible economic value for Singapore and Singaporeans. When a company lists, value is created across multiple areas, including capital formation, professional and support services, investor participation and longer-term ecosystem development.

I am heartened to see that there are mechanisms within the GLB that seek to anchor value locally. For example, as I earlier mentioned, the requirement that companies raise a meaningful portion of their capital through Singapore.

This is not trivial. It ensures that Singapore-based investors are not merely trading these securities but are participating in the formation of capital itself. It creates allocation to local institutions and engagement with regional investor base.

The listing activities itself generates ecosystem value – from due diligence to legal structuring, underwriting and advisory, accounting and compliance, research and coverage. These create new professional opportunities, build expertise and deepen Singapore's capabilities in handling cross-border listings.

A listing presence combined with investor engagement can, hopefully, encourage the development of regional headquarter functions and closer integration with Singapore's financial and business ecosystem. While not guaranteed, these are pathways through which listing activities can translate into longer-term economic contribution.

But we must be realistic about the limits. If trading volumes concentrate in the US, then market-making activity, derivatives trading and a significant portion of financial intermediation will also concentrate there. If analysts' coverage, investor engagement and prospectus requirements are primarily US-led, then much of the influence over valuation and requirements for US capabilities and professional services will sit outside of Singapore.

I would like to ask beyond the initial capital raised, what mechanisms ensure that economic activity continues to accrue to Singapore over the life of these listings? Do we have any plans to deepen local participation, both from investors and institutions attracting capital from other parts of Asia so that Singapore's role can grow?

For professional services, given familiarity with US laws and systems, would be necessary, how can we support local professionals to secure a share of the work generated? And do we have any plans on an inter-agency effort that focuses on translating listing presence into broader corporate activity within Singapore?

Finally, a brief point on cross-border regulatory enforcement. While the draft Bill and rules provide for regulatory cooperation and timely disclosure across both markets, there remains practical, operational questions of how this will work in moments of stress. How will cross-border investigation and enforcement operate in practice when the same event affects investors in both jurisdictions, depending on whether it is first detected in the US or in Singapore? Will there be any new bodies formed or other laws harmonised to oversee investigations and information transfer decide on trading halts as well as coordinate reviews? Does Singapore plan to conduct independent investigations?

While the framework recognises time zone differences by requiring ongoing disclosures made on the SEC EDGAR system by the issuer to be announced via SGXNet, at the same time; and other material disclosures made by the issuer will be required to be released in Singapore via SGXNet within one trading day after the date they are filed in the US, timeliness for market's sensitive information is crucial. I look forward to future operational guidelines on how this will be coordinated and decided. If we are building a bridge between two markets, then market integrity must be able to travel across that bridge in real time that suits both investor bases, not only after the fact.

Mr Deputy Speaker, we are not the first market to explore such an approach. Other exchanges have pursued dual, listings and cross-market linkages. The experience has been mixed. While these frameworks generally reduce friction and improve access, they have not always translated into influence. Some companies eventually opt out of dual listing as a hitch.

But it is timely that we are pursuing the GLB now while strengthening the vibrancy and depth of our markets. This will further Singapore's place in our currently fractured world as a trusted stable bridge.

If the GLB is to succeed, we must ensure that Singapore remains relevant to the companies that will define the future, that our firms are equipped to compete on a global stage, that investors are educated and equipped to understand the implications of the GLB and that our economy benefits meaningfully. Notwithstanding my clarifications, I support the Bill.

Mr Deputy Speaker: Mr Victor Lye.

5.35 pm

Mr Victor Lye (Ang Mo Kio): Thank you, Mr Deputy Speaker. I rise in support of the Securities and Futures (Amendment) Bill. In doing so, I declare my interest as the CEO of an investment management company.

This Bill offers flexibility to calibrate how our Securities and Futures Act applies to dual-listed issuers. But I believe the harder challenge lies beyond the listing stage. Listing is not the same as liquidity. Liquidity determines market relevance. If companies list here but trading migrates overseas, Singapore captures the ceremony of listing but not the economics of liquidity. We may gain the headline but lose the heartbeat.

Therefore, success should not be measured only by the number of companies that list here, but whether liquidity – measured by sustainable trading activity, research coverage, investor participation and price discovery are deeply anchored, creating jobs in Singapore.

To strengthen our capital markets heartbeat, I offer three essential considerations.

First, adopt a liquidity focused development framework. Why not require liquidity KPIs, such as turnover, bid-ask spreads and market depth; ensure viable market-makers support mechanisms; and why not monitor closely that Singapore is indeed gaining value-added post-listing activities?

Second, sharpen the end-investor value proposition. Investors must find it worthwhile, more worthwhile to trade in Singapore than in the other overseas exchange. We must offer convenience, cost efficiency, time-zone relevance, trusted custody and products that are tailored to the Asian investor.

Third, continue calibrating carefully our regulatory stance with a close eye on competitiveness. In a competitive global environment, we should continue to adjust our regulatory settings to remain proportionate in response to competing markets. This Bill is in the right direction. The opposite direction of purely restricting domestic regulated entities from certain products will lead to regulatory arbitrage – as Singaporeans can already access such restricted products via overseas entities digitally, even if they are unregulated. So, to be clear, investor protection cannot mean shielding investors from all risk. It must mean enabling and equipping investors to understand risk.

Mr Deputy Speaker, I add three clarifications regarding investor protection.

One, about shareholder rights: when an overseas incorporated company is dual listed on SGX and, say, on the Nasdaq, Singapore investors may face weaker legal recourse than US investors. US investors can participate in securities class actions. Singapore has no comparable collective redress. How will such differential shareholder rights be addressed?

Second, currency risk: dual listed equities trade typically in different currencies. Will disclosure of currency and settlement risks be mandated at the point of investment?

Third, retail versus institutional investor asymmetry. Large institutional players can arbitrage efficiently across different exchanges and time zones. Retail investors cannot. If price discovery migrates overseas, how can we address the situation where Singapore investors end up in a thinner and less efficient market?

Sir, the Bill is in line with my strategic concept of Singapore as a networked economy – positioning Singapore as a trusted node connecting capital flows across regions. That is where our competitive and comparative advantage lies.

This Bill is oriented towards alignment with Nasdaq. This is understandable given its scale and depth. However, instead of tagging onto other leading bigger markets, can we consider a more innovative tweak to our approach and position Singapore as a key node in the broader capital markets ecosystem.

In this regard, I offer two strategic tweaks.

First, we should seek similar interoperability arrangements with other financial centres – where we can, perhaps, add relatively more value, such as our friends in New Zealand and other key market exchanges.

Second, given the $2 billion minimum market cap threshold, can we identify bottlenecks across the capital chain – from startup funding to growth capital before reaching public-markets – so the GLB is not just a listing window, but the end to a strong Singapore pipeline of growth companies. Why? As I said at the beginning, listings do not define the market. Liquidity does. Listings do not begin at IPO. They begin with early and growth-stage capital.

Sir, a bridge is only useful if there are roads leading to it. The public market is not the start of the capital journey. It is a later chapter. While this Bill addresses public markets, we must continue strengthening the full capital lifecycle, from early-stage funding to growth capital before reaching public-markets.

This Bill opens an important door, a willingness for us to adapt. But a door alone does not create a destination.

If issuers list here but trading happens elsewhere, we will have presence without depth, activity without influence and listings without leadership. If we are merely a Singapore window shadowing another liquid overseas market, we have not succeeded. But if we become an Asian time-zone node for global price discovery, anchored by genuine investor protections, supported by self-sustaining liquidity and part of a broader network connecting capital across regions that can benefit from the Singapore as the capital umbrella – then we will have created something of lasting value. With that, Sir, I support the Bill.

Mr Deputy Speaker: Mr Edward Chia.

5.43 pm

Mr Edward Chia Bing Hui (Holland-Bukit Timah): Mr Deputy Speaker, I rise in support of the Bill, which strengthens Singapore's position as a global capital markets hub.

The amendments to the Securities and Futures Act, particularly, the introduction of the sponsored depositary receipt framework and the GLB – are forward-looking. They facilitate cross-border listings, expand investor access and align our regulatory framework with international practices. Enabling access is an important first step. The real test is whether we can convert that access into liquidity, confidence and sustained market participation.

Allow me to raise three areas.

First, on future-proofing the framework. Section 239AA provides a clear definition of sponsored depositary receipts based on established custodial structures. But capital markets are evolving rapidly. Tokenised securities are emerging, and major market infrastructures, such as Nasdaq, and the Depository Trust and Clearing Corporation (DTCC), are already developing new settlement architectures.

The key question is whether this framework can adapt to structural change.

If tokenisation reshapes custody, ownership and settlement, will the SDR framework remain relevant? Or will we need to rework it to keep pace with market evolution? Tokenisation also presents clear advantages. It can enable faster settlement, reduce intermediation costs and lower barriers to entry for both issuers and investors. It can support fractional ownership and broaden participation, strengthening liquidity and price discovery.

What steps will MAS take to ensure that this framework is forward-compatible with tokenised representations of securities, and how will we leverage these developments to strengthen liquidity, reduce transaction costs and expand investor access over time?

Second, on the strength and structure of the supporting ecosystem. The effectiveness of this regime depends on the depth and diversity of intermediaries. There is a strong capacity among global and local financial institutions. The next step is to ensure diversity and competition. A broader base of intermediaries will drive better pricing, innovation and access – core conditions for a well-functioning market.

What steps will MAS take to expand participation among qualified intermediaries and service providers and ensure the ecosystem supports efficient and competitive market activity over the long run?

Third, on dispute resolution and investor's recourse. The GLB simplifies access by allowing Singapore investors to invest in Singapore-listed instruments under our regulatory framework and legal system. This is a clear improvement over the current model, where investors must navigate foreign jurisdictions directly.

To realise this benefit fully, investors need clarity on how recourse works in practice, especially where issuers maintain primary listings overseas. What guidance will MAS provide to ensure investors have a clear understanding of their rights, governing law and dispute resolution pathways? Clarity reduces uncertainty, and in capital markets, uncertainty is often the greater deterrent.

Clear frameworks will also strengthen Singapore's position as a leading hub for cross-border dispute resolution, supported by institutions, such as the Singapore International Commercial Court, the Singapore International Arbitration Centre and the Singapore International Mediation Centre. Legal clarity is not just protection. It is a competitive advantage.

Finally, Sir, on a broader strategic point. This Bill expands access and facilitates listings. But listings alone are insufficient to anchor capital. Trading activity gravitates toward deeper, more liquid markets, even where secondary listings exist. Singapore must build liquidity deliberately.

I would like to ask the Minister what concrete steps MAS will take to build liquidity in these instruments, specifically, how MAS intends to support market-making to ensure continuous pricing and tighter spreads, and to facilitate their inclusion in institutional and longer-term capital pools, including through index inclusion and schemes, such as the proposed CPF Life-cycle Investment scheme and the Supplementary Retirement Scheme.

There is a need to strengthen regional investor connectivity. Singapore can anchor ASEAN capital markets by attracting large-cap companies with significant regional operations. We must attract both issuers and investors from across Southeast Asia. This will deepen liquidity, improve price discovery and strengthen market vibrancy. It also reinforces Singapore's role as a wealth management hub, positioning us as a gateway for capital and investment flows across ASEAN. In the long run, liquidity will depend on how effectively we connect regional capital to regional opportunities through Singapore.

Investor familiarity is equally important. SDRs are less intuitive for retail investors. Clear disclosures and investor education are essential. Liquidity also depends on research coverage, brokers and market intermediaries.

MAS should track success through clear indicators: trading volume, liquidity, investor participation and capital raised through Singapore, not just the number of listings. So, I would like to ask the Minister: how will the MAS define success for this framework and what benchmarks will guide its implementation?

Sir, this Bill is a strong step forward. Its success will depend on building credible, liquid instruments that are fully integrated into Singapore's capital markets ecosystem. With continued focus on adaptability, ecosystem strength and investor clarity, Singapore can realise the full potential of this framework.

Mr Deputy Speaker: Minister Chee Hong Tat.

5.50 pm

Mr Chee Hong Tat: Mr Deputy Speaker, I would like to thank Members for their support of the Bill and for their clarifications and suggestions. It is good to see the commitment in this House to build a competitive equities market in Singapore, and to strengthen our role as a leading financial centre and growth capital hub.

Members have raised several important considerations relating to the Bill. These can be categorised in three broad themes: first, the broader strategic considerations for the proposed amendments; second, whether the proposed arrangements would enable the GLB to succeed; and third, how do we ensure that regulatory standards and investor protection remain robust.

First, let me address the questions from Mr Saktiandi Supaat, Assoc Prof Jamus Lim and Mr Shawn Loh on whether the SGX-Nasdaq listing bridge could be the first of many similar collaborations. Mr Edward Chia also suggested that we can strengthen our linkages to ASEAN capital markets to allow large-cap companies to tap into a common pool of capital.

Indeed, Singapore has thrived as an economic and financial hub by positioning ourselves at the intersection of global capital flows. Cross-border partnerships were one of the recommendations by the Equities Market Review Group, and the intention is to enable future win-win collaborations beyond the SGX-Nasdaq bridge.

The new Part 13A of the SFA is intended to facilitate future partnerships with other overseas exchanges, which can provide access to deep pools of capital and a broad range of investors, and are governed by securities laws that adhere to international standards. I mentioned these points in my opening speech.

Our immediate focus is to facilitate the success of the GLB. With this experience, MAS and SGX can then consider further partnerships in the future.

Next, let me explain how the proposed arrangements would enable the GLB to succeed.

Mr Saktiandi and Mr Yip Hon Weng asked what profile of issuers the GLB hopes to attract, and Dr Neo Kok Beng noted that it could be attractive to deep-tech companies. Mr Ng Shi Xuan also asked whether the $2 billion market capitalisation threshold would limit the pool of eligible issuers for GLB.

Sir, the GLB welcomes companies from different countries and sectors. There could be keener interest from firms with an Asian nexus and strong growth potential that are seeking access to deep US capital markets while appealing to a complementary investor base in Asia. The choice of the $2 billion threshold reflects what SGX and Nasdaq have assessed to be the conditions for such a simultaneous listing to succeed, so that GLB issuers have sufficient scale and interest from investors in both the US and Singapore markets. GLB issuers must also meet a minimum fundraising requirement in Singapore, as this will help to anchor a good level of trading liquidity in Singapore.

I should add, Sir, that the $2 billion applies to the GLB, which is the collaboration that SGX is having with Nasdaq. It is not a general requirement that will tie our hands for future collaborations with other exchanges.

Mr Deputy Speaker, we believe that with Asia's continued growth, there will be a pool of companies that can meet the requirements and benefit from this arrangement. SGX and Nasdaq will work together to engage these potential issuers and build up a pipeline of quality companies for the GLB. I certainly do not want to count our chickens before they hatch but let me just put it this way – there has been healthy interest from potential issuers on this GLB collaboration.

Ms Nadia Samdin, Mr Victor Lye, Assoc Prof Lim, Mr Yip and Mr Saktiandi have also asked how trading activity will be sustained in Singapore. Mr Chia emphasised the importance of building liquidity and deepening investor participation.

Sir, we agree with these views, as growing the equities market cannot, as Mr Saktiandi said, rely only on one silver bullet. It requires a suite of measures that help to build up the ecosystem steadily and sustainably.

To address the point that Assoc Prof Lim mentioned about proposed listing disclosures, SGX recently put out a consultation paper to propose mandating certain disclosures for Main Board companies. This is the approach – building the ecosystem – that the Equities Market Review Group took. We recommended a comprehensive set of measures aimed at strengthening the demand from investors and also the supply of new listings.

And to support investment and trading activity in Singapore listings, we are also implementing several measures. They go beyond what is covered in this Bill, but these are things which MAS, SGX and other players in the industry are working on.

First, we are improving price discovery through better information and coverage. MAS' GEMS scheme was enhanced last year to develop the research coverage and pool of analysts in Singapore. We agree that this is important.

Second, specific investment funds in Singapore, such as the $6.5 billion Equity Market Development Programme and the $3 billion Anchor Fund are growing the pool of institutional investors in Singapore who can potentially act as cornerstone investors for Singapore IPOs, including those on the GLB.

Third, MAS and SGX will be putting in place targeted measures to improve our market-making ecosystem which will facilitate tighter trading spreads and better trading liquidity.

These measures will apply to GLB and SGX's other boards. In addition, "Value Unlock" initiatives seek to strengthen investor confidence, by helping listed companies to better formulate and communicate their strategic plans to shareholders.

MAS and SGX have formed an Equity Market Implementation Committee to oversee the execution of these measures, because we know policy must be matched by good implementation. We will track the progress and continue to take feedback from industry stakeholders, as the process of improving our competitiveness is an ongoing marathon. We are definitely not saying that whatever we have recommended, including what is presented in this Bill, will be the final set of measures that will be required.

It is an ongoing, never-ending marathon because whatever we do, we must expect our competitors to also up their game. And so, we have to continuously invest in building stronger capabilities and to up our competitiveness. And that is what we will do together with the industry.

Sir, since this is the Year of the Horse, if I may just use some horse-related Chinese phrases to describe our approach: 快马加鞭, 马不停蹄, 才能一马当先, 马到功成. (In English): "Press forward with speed, without pause or rest, only then can you lead the pack and achieve success."

Sir, we are complementing the improvements in our public markets by forming the Growth Capital Work Group in February this year, to identify strategies to support the provision of financing solutions to companies across the various growth stages before they are ready to access the public equities market. A few Members spoke about this. We should not just look at the public equities market alone; it is part of the larger ecosystem. Our aim is to support entrepreneurship and develop Singapore as a growth capital hub, for both local and foreign companies to use Singapore as a launchpad to grow their business.

Mr Yip asked about the operational aspects of the GLB, such as settlement procedures across both exchanges. SGX and Nasdaq have been working out the detailed operational arrangements for smooth trading and settlement. They are working closely with industry participants and building on their experiences with existing dual listings, to ensure that investors will be able to trade with confidence.

Mr Ng asked how the GLB will sit alongside the SGX Main Board. Ms Nadia, Mr Saktiandi and Mr Loh asked whether the GLB will translate into opportunities for the rest of the Singapore financial ecosystem. The GLB expands the range of fund-raising options that Singapore can offer to both domestic and international companies. By attracting a diverse range of issuers to list in Singapore, the GLB increases the opportunities and dynamism in our equities market and provides more options for Singapore investors. A successful GLB will bring more investor interest and liquidity into the Singapore market and help increase the pipeline of listings on SGX. This, in turn, creates business opportunities for local service providers, including lawyers, accountants and other financial intermediaries.

Of course, Sir, I acknowledge the point that a few Members have made that we cannot be certain whether a move like this will succeed. Nobody can give that guarantee, but it is back to something that we discussed before in this House – are we prepared to take calculated risks, identify what are the possible opportunities and try, even though we know it may not be a guaranteed success? Because if you do not try, the probability of success is zero; if you try, it is not 100%, but at least, we have a shot at it. So, that is the attitude that we are taking and, of course, we will do our very best to work together with industry partners to increase the chances of success.

Sir, Mr Ng asked if MAS had consulted on the regulatory landscape for the GLB. MAS and SGX have been engaging closely with the industry throughout the development of the GLB framework. From January to February 2026, we conducted a public consultation on the proposed regulatory amendments to facilitate dual listing arrangements that would include the GLB. Respondents and market participants strongly supported the proposed framework and provided useful feedback to improve harmonisation of the regulatory requirements. The regulations that the MAS will be issuing around middle of this year will focus on the rules that apply to the GLB. And as I mentioned, if there are potential collaborations with other exchanges in the future, MAS will similarly do a public consultation to get views from our stakeholders before we firm up the arrangements.

Sir, let me now turn to questions pertaining to the regulatory framework.

Members emphasised the need to preserve our standards of disclosure, governance and enforcement. We fully agree. We will only permit dual listing arrangements with exchanges that operate in an overseas jurisdiction whose securities laws are consistent with IOSCO's international standards and principles. MAS will study each new jurisdiction and their relevant laws carefully before any new arrangement is launched.

MAS will also provide for necessary safeguards and ensure that regulatory standards are maintained. We reserve the right to reassess the arrangement should a partner jurisdiction change its rules significantly, and where necessary, adjust our regulations to maintain a high level of corporate governance and disclosures for investor protection.

So, we are not without agency. We will do what we need to do as the regulator in Singapore to uphold high standards – both corporate governance and disclosure standards – and to provide adequate protections for investors.

The core responsibilities of GLB issuers and the professionals that support them remain the same as with all other listings. They must ensure that disclosures satisfy the applicable standards and support informed decision-making by investors at the initial public offering and on an ongoing basis.

Apart from the specific modifications to align regulatory requirements to facilitate the GLB operations, all other protective and investor recourse provisions in the SFA – including those relating to market misconduct, continuous disclosure and investor compensation – will continue to apply.

MAS and the relevant authorities in Singapore will retain full discretion to investigate, and where appropriate, to take enforcement action against any breaches of disclosure obligations or market misconduct that arise in Singapore. I mentioned this in my opening speech too.

SGX RegCo, as frontline regulator, will conduct real-time surveillance and take the necessary actions against issues of serious trading irregularities, market manipulation or disclosure breaches and where necessary, refer cases to MAS and the other relevant authorities for enforcement action. Specific to the GLB, SGX RegCo will work closely with Nasdaq on regulatory measures. MAS also has in place longstanding information sharing and enforcement cooperation arrangements with the relevant US authorities.

Turning to investor protection, Mr Chia and Mr Lye asked about investor recourse options against a GLB issuer. An investor who invests in capital market products listed on the GLB can utilise the existing investor recourse options that are provided under the SFA to seek compensation for losses arising from breaches of disclosure requirements and market misconduct in the Singapore Courts. The procedure to be followed in Singapore remains unchanged.

MAS has separately consulted on enhancements to investor recourse avenues for investors under Singapore law. This is not part of this Bill, it is something that we are doing separately and this was a recommendation from the Equities Market Review Group. The enhanced investor recourse will apply to investors on the GLB and SGX's other boards. MAS has consulted on proposals that would expand investors' ability to obtain civil compensation for losses arising from market misconduct. These include facilitating self-organisation of investors looking to take civil action, providing access to funding and reducing legal barriers to action. These avenues will be balanced with appropriate safeguards to prevent vexatious litigation.

Mr Yip asked about the safeguards for investors should an issuer delist from Nasdaq, and consequently the GLB. As SGX's GLB listing framework has been developed with reference to the Nasdaq listing rules, delisting would follow established Nasdaq processes, which include advance notice to the market and where applicable, prescribed cure or compliance periods that allow companies to remediate any issues and continue to be listed. The same delisting procedures apply whether the investors invest in the dual-listed stocks on GLB or directly through Nasdaq.

Mr Saktiandi and Mr Chia asked how disputes arising from Dual Listing Boards may be resolved, including how securities law of a foreign jurisdiction which is incorporated by reference would be interpreted. Sir, any disputes relating to regulations issued under the new Part 13A would still be determined by the Singapore Courts. These regulations include those which incorporate foreign securities law by reference. Handling such disputes is something that our Courts are familiar with, based on established legal principles relating to the interpretation of foreign law, with reference to foreign legislation and the accompanying case law.

Mr Lee Hong Chuang, Mr Saktiandi and Mr Yip asked about the safeguards around permitting issuers to engage retail investors at an earlier stage with their preliminary prospectus, and Mr Lye asked if MAS will strengthen investor‑education efforts. Sir, MAS will require issuers to clearly state in their preliminary prospectus that it is subject to further amendments and completion, and investment decisions can only be made based on the final prospectus.

When the final prospectus is registered, investors must be alerted and informed on how to access the most up-to-date information before they make their investment decisions. The prospectus must disclose all material information and risks, to allow investors to make informed decisions. MAS and MoneySense will continue to work with key stakeholders, such as SGX and SIAS, on investor education, to equip investors with the knowledge and skills to evaluate investment opportunities. This is an ongoing work and I see a lot of potential for us to continue this partnership.

Let me also address Mr Chia, Mr Lee and Mr Saktiandi's questions on Sponsored DRs. DRs have been traded in Singapore and in other markets for some time, and the industry has developed to facilitate the smooth and safe issuance and trading of these instruments.

In terms of regulation, where DRs have been used to accord similar rights and interests to DR holders, as shares do for shareholders, the same principles that protect the rights and interests of shareholders have been extended to DR holders. The amendments in this Bill clarify one aspect of this, which is that the issuer of securities that are represented by the DRs will be responsible for compliance with disclosure standards. Clarity on the responsibilities of parties involved in DR issuance is important, as DRs are commonly used for dual listings from the US.

On a related note, Mr Chia and Mr Lee made the point that our regulatory framework should be forward-looking and provide the necessary safeguards for the emergence of tokenised representation of securities. Indeed, our regulatory framework is designed to be technology-neutral and it is able to accommodate both tokenised and non-tokenised securities – the regulatory requirements are premised on the principle of "same activity, same risk, same regulatory outcome".

To further support responsible innovation in Singapore's digital asset ecosystem, MAS has recently issued the Guide on Tokenisation of Capital Markets Products to provide clarity for the issuance and offerings of tokenised capital markets products. We will continue to explore further efforts to support tokenisation and other forms of innovation in Singapore's capital markets.

Sir, please allow me to conclude by thanking hon Members once again for their support of the Bill. The questions raised by Members reflect a shared desire to ensure that Singapore's equities market is not only well-regulated and robust, but also dynamic and growing.

The amendments in this Bill are to support a bold and innovative step forward to facilitate dual listings and serve the fund-raising needs of entrepreneurs and companies, both local and from around the world. The proposed framework we have put in place, anchored on strong international standards and with appropriate safeguards in place, is a timely move to enable Singapore to seize new opportunities while ensuring sufficient protection for investors.

The positive momentum we are seeing in our equities market since the Equities Market Review Group submitted our recommendations last November is encouraging, but as I mentioned earlier – never stopping here, this is our ongoing marathon, we will keep going. Because we know that the competition is intense and we must keep moving forward to stay ahead, and in some areas that we are still lagging behind, to improve and catch up with our competitors.

We are quite clear-eyed about this. There are some areas for improvement and we will work on these areas to continue to do better. This Bill will build on our solid foundation and further raise Singapore's standing as a listing venue of choice and provide a vital bridge with regional and global capital markets. Mr Speaker, I beg to move.

Mr Deputy Speaker: Assoc Prof Jamus Lim, you have a clarification? Please proceed.

6.13 pm

Assoc Prof Jamus Jerome Lim: Thank you, Sir. Just a quick clarification on my part, which concerns the $2 billion threshold. Minister Chee explained that this was arrived after joint negotiations between Nasdaq and SGX. Given their relative sizes, my assumption is that these are more aligned with Nasdaq's expectations of market cap rather than our own. I am therefore left with my original concern that we might potentially shut off a pathway for SGX's Main Board firms to step up to the GLB.

Minister Chee did confirm that this threshold does not bind us from future cooperations with other exchanges. I am gratified to hear that and I am just wondering will that mean that there will be new parallel GLBs for future arrangements or agreements of this form?

Mr Deputy Speaker: Minister Chee Hong Tat, would you like to respond to that clarification?

Mr Chee Hong Tat: Thank you, Mr Deputy Speaker. Assoc Prof Lim had a two-part question. So, the first part is whether the $2 billion will be too high a threshold, including for some of the companies that are currently on our Main Board and who are looking to list, but may not meet this threshold.

I accept that the threshold means that not all companies can qualify to come onto the GLB. But when we discussed this with Nasdaq, one of the key considerations is that we do want the company, once they are listed on the GLB through this simultaneous listing arrangement, to also be able to do well, not just in Nasdaq, but also here, in Singapore.

To do that, we need to bear in mind that while $2 billion may look like a big number in Singapore, actually in Nasdaq, $2 billion is not that big. You will end up becoming a small fish in a very big pond for Nasdaq.

That is why there is a certain balance to be struck. If you lower the threshold too much, sure, you may have more companies, but post listing – which many Members have spoken about as well, it is not just the listing, but post listing – some of these companies may have more difficulties subsequently. If your threshold is too high, say, you set it at $10 billion or $20 billion, there will be too few companies.

So, this is really a judgement call, where to strike this balance. After some discussions, we felt that, as I explained in my response speech, $2 billion would be about the right level.

I am not at liberty to share more because of commercial sensitivity, but as I mentioned earlier, we do have healthy interest from a good pipeline of potential issuers. I do not think this is something which is too far off from what the market has judged to be an appropriate threshold.

Assoc Prof Lim's second question is for future such similar arrangements, have we looked at it? I did explain this earlier in my response speech. For now, we will focus on getting the GLB up. It is quite a big task for SGX and the team to work on this together with Nasdaq to make sure that we get it up, we get it running, achieve some positive momentum.

Certainly, we are open to discussing with other exchanges, like-minded partners, who want to do this together with us. We are very open, because Singapore's value proposition, part of it, lies in our ability to serve as a hub and to be able to connect different markets.

So, certainly, if there are other exchanges that would like to work with SGX, we will be very happy to explore these opportunities and to discuss with them, provided they meet those two important safeguards that I outlined in my speech – high standards, they are able to benefit from adequate coverage; and we will then discuss with the overseas exchange on some of the details. We may not end up with a $2 billion threshold because it depends on the size of the other exchange.

For Nasdaq, $2 billion was the threshold that we agreed on. But if this is another exchange, the threshold may not be $2 billion, it may be something else. We will have to judge, case by case.

But certainly, we look forward to more of such collaborations because that will help to boost our overall standing as a financial centre. Thank you, Sir.

6.18 pm

Mr Deputy Speaker: Any further clarifications? None? I will propose the question to the House.

Question put, and agreed to.

Bill accordingly read a Second time and committed to a Committee of the whole House.

The House immediately resolved itself into a Committee on the Bill. – [Mr Chee Hong Tat].

Bill considered in Committee; reported without amendment; read a Third time and passed.