GEM - Listing Rules

Listing Rules Amendments to the GEM Listing Rules

Note to subscribers for the amendments to the rules governing the listing of securities on the Growth Enterprise Market
(the "GEM Listing Rules")

Update No. 23

May 2007

Dear Sirs,

Various amendments to the GEM Listing Rules

We enclose reprinted pages of the GEM Listing Rules. The reprinted pages incorporate:–

	amendments to implement the new regime for electronic submission of regulatory information for dissemination on the HKEx website or Growth Enterprise Market (GEM) website (the Electronic Disclosure Project); and
	various other, minor amendments to the GEM Listing Rules.

We also enclose the filing instructions.

Electronic Disclosure Project

The effective date of the Electronic Disclosure Project is 25 June 2007. Key features of the Electronic Disclosure Project in so far as it relates to GEM issuers include:

	GEM issuers will be required to submit their disclosures to HKEx electronically through HKEx’s e-Submission System. Announcements (with limited exceptions) must be submitted for publication outside trading hours.
	12 months after the effective date of the Electronic Disclosure Project, GEM issuers must have their own website.

For further details of the Electronic Disclosure Project, please see HKEx’s Exposure Conclusion on “Abolition of Requirement for Main Board Issuers to Publish Paid Announcements in Newspapers and Related Matters” published in July 2006 and Communication Paper “From Paper to Paperless” published in March 2007. These documents are viewable on the HKEx website at http://www.hkex.com.hk/consul/conclusion/npa.pdf and at http://www.hkex.com.hk/edp/ess_cp.pdf respectively.

Minor amendments

The other amendments to the GEM Listing Rules are as follows:

Reflecting current name of HKICPA

Various minor amendments have been made to reflect the current name of HKICPA.

Accounting related definitions and references

Minor amendments have been made to update accounting definitions and references. Key amendments include:

	changing the definition of “affiliated company” in rule 1.01 to include associated and jointly controlled entities;
	changing the definition of “Hong Kong Financial Reporting Standards” or “HKFRS” in rule 1.01;
	in rule 5.15 changing the old reference to “Fellow or Associate Member” to “certified public accountant registered with the HKICPA”; and
	in rule 7.02 changing the old reference to “professional accountants” to “certified public accountants”.

Codifying and further liberalising the “no other relationship” exemption in FAQ 56

A new note (2) has been added to rule 20.11(4)(c) to codify and further liberalise the “no other relationship” exemption as set out in No. 56 of the “Frequently Asked Questions on Rule Amendments relating to Corporate Governance and Listing Criteria Issues” such that a substantial shareholder of a non wholly-owned subsidiary should also be permitted to act as a director of that subsidiary without it being treated as a connected person.

Reduction of SFC Transaction Levy

The Securities & Futures (Reduction of Levy) Order 2006, which came into operation on 1 December 2006, provides for a 20% reduction of the levy payable in respect of any trading in securities, futures or options contracts. Paragraph 3(2) of Appendix 9 to the GEM Listing Rules has been amended in a manner to reflect this change and to obviate the need to amend the rules in the future as a result of any further rate changes.

Coming into effect

The amendments in relation to the Electronic Disclosure Project will become effective on 25 June 2007.

The minor amendments will become effective on 21 May 2007.

Please click HERE to see the amendments relating to the Electronic Disclosure Project (excluding Headline Categories).
Please click HERE to see the amendments relating to the minor amendments.

Yours faithfully
For and on behalf of
The Stock Exchange of Hong Kong Limited

Richard Williams
Head of Listing