Once listed, a listed issuer and its directors will face various continuing obligations. The Listing Rules cover such obligations the major ones of which are set out below.

	Main Board		GEM
Continuing Obligations	Our Listing Rules set out certain of the continuing obligations which an issuer is required to observe once its securities have been listed on our Exchange. Major areas covered include: 1. General obligations of disclosure including those relating to the immediate release of information which is expected to be price-sensitive (see "Disclosure of Price Sensitive Information" below). 2. Response to enquiries made of the issuer by the Exchange concerning unusual movements in the price or trading volume of its listed securities or any other matters. 3. Compliance with the prescribed minimum percentage of listed securities in public hands at all times. 4. Pre-emptive rights, being circumstances under which the directors of the listed issuer must obtain the consent of shareholders in general meeting prior to allotting, issuing or granting securities. 5. Arrangements for Annual General Meetings and Board Meetings. 6. Disclosure of financial information (see "Financial Disclosure" below). 7. Notification to the Exchange of changes with regard to a listed issuer's memorandum or articles of association or equivalent documents, its directorate or supervisory committee, rights attaching to any class of listed securities, auditors or financial year end, its secretary or registered address. 8. Submission to the Exchange of draft announcements, circulars and other documents for review. 9. Trading and settlement arrangements. 10. Directors' dealings, service contracts, nomination and contact information.
	For details, please see Chapter 13 of the Main Board Listing Rules on Continuing Obligations		For details, please see Chapter 17 of the GEM Listing Rules on Continuing Obligations
Corporate Governance	Our Exchange advocates the adoption of high corporate governance standards and encourages and/or requires listed issuers to ensure they have adequate and effective systems of internal control covering financial and compliance matters.
	1. Independent Non-Executive Directors a. Issuers are required to appoint at least three independent non-executive directors. b. At least one of the independent non-executive directors must have appropriate professional qualifications or accounting or related financial management expertise. 2. Audit Committee a. Issuers must establish an audit committee comprising non-executive directors only. b. The audit committee must have a minimum of three members, at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise. c. The majority must be independent non-executive directors and chaired by an independent non-executive director. 3. Qualified Accountant A listed issuer of equities must employ a qualified accountant on a full-time basis to supervise the financial reporting procedures, internal control and monitor compliance with the requirements of our Listing Rules with regard to financial reporting and other accounting-related issues.
	For details, please see Chapter 3 of the Main Board Listing Rules on Authorised Representative and Directors		For details, please see Chapter 5 of the GEM Listing Rules on Directors, Secretary and Corporate Governance Matters
Compliance Officer	No provisions in the Main Board Listing Rules		One of the GEM issuer's executive director must be designated as a compliance officer to ensure that the company complies with the GEM Listing Rules and other relevant laws and regulations, and to respond promptly and efficiently to enquiries from the Exchange.
Disclosure of Use of Proceeds	Main Board issuers are required to disclose in their annual report how they have applied the proceeds raised in the share offering and whether this was in accordance with that disclosed in their listing documents.		GEM issuers are required to publish a detailed statement (in their annual and half-yearly accounts for the two financial years after listing) as to their progress against the statement of business objectives as set out in their listing documents.
Disclosure of Price Sensitive Information	Listed issuers are required to keep the Exchange and the investing public informed as soon as reasonably practicable of any information which might be reasonably expected to affect market activity in the price of their securities. To help issuers and their directors to fulfil their obligations under the Listing Rules, our publication "Guide on Disclosure of Price Sensitive Information" sets out the minimum mandatory standard for such disclosure.
Financial Disclosure	Timing In order to protect investors and to promote higher standards of financial reporting so that investors are able to make informed investment decisions, listed issuers are required to publish their financial results on a timely basis.
	Main Board issuers must publish: a. annual reports not later than 4 months; and b. half-yearly reports not later than 3 months after the date upon which the financial period ended.		GEM issuers must publish: a. annual reports not later than 3 months; and b. half-yearly reports not later than 45 days; and c. quarterly reports not later than 45 days after the date upon which the financial period ended.
	Content The Listing Rules set out the minimum financial information that a listed issuer shall include in its preliminary announcement of results, interim reports, annual reports, listing documents and circulars in relation to equity securities. For further details, please see: Chapter 4 and Appendix 16 of the Main Board Listing Rules for Main Board companies Chapter 7 and Chapter 18 of the GEM Listing Rules for GEM companies
Restrictions on Disposal of Shares	The Exchange imposes certain restrictions on the disposal of shares by Controlling Shareholders following a company's new listing. Essentially, any person regarded as a Controlling Shareholder at the time of listing shall not: a. dispose of his shares in the listed issuer in the period commencing on the date by reference to which disclosure of the shareholding of the Controlling Shareholder is made in the listing document and ending on the date which is six months from the date on which dealings in the securities of a new applicant commence on the Exchange; or b. dispose of his interest in the issuer if such disposal would result in him ceasing to be a Controlling Shareholder in the period of six months commencing on the date on which the period referred to above expires. Controlling Shareholder(s) of a new applicant must undertake to the issuer and the Exchange to disclose any pledge/charge of any securities beneficially owned by him/them in favour of an authorised institution that was made within the period commencing on the date by reference to which disclosure of the shareholding of the Controlling Shareholder(s) is made in the listing document and ending on the date which is 12 months from the date on which dealings in the securities of a new applicant commence on the Exchange. Note: GEM Listing Rules in force prior to 1 July 2008 have additional share disposal restrictions for initial management shareholders and significant shareholders.  Please consult your advisers as to whether a disposal is allowed pursuant to the rules in force at the material time.
Issue of New Shares	The Exchange does not permit further issues of shares or securities convertible into equity securities of a listed issuer within 6 months of listing except for: 1. the issue of shares pursuant to a share option scheme under Chapter 17 of the Main Board Listing Rules and Chapter 23 of the GEM Listing Rules; 2. the exercise of conversion rights attaching to warrants issued as part of the initial public offering; 3. any capitalisation issue, capital reduction or consolidation or sub-division of shares; 4. the issue of shares or securities pursuant to an agreement entered into before the commencement of dealing and disclosed in the issuer's listing document; and 5. for GEM issuers, the issue, among other things: a. for the purpose of an acquisition of assets which would complement the listed issuer's business; and b. does not result in a controlling shareholder of the listed issuer ceasing to be a controlling shareholder after the issue.
	For details, please refer to Main Board Listing Rule 10.08		For details, please refer to GEM Listing Rule 17.29
Notifiable Transactions	Our Listing Rules set out various categories of notifiable transactions, the classification of which is determined by comparing the size of a transaction with the size of the issuer proposing to enter into the transaction. The thresholds for categorising notifiable transactions under the percentage ratios are summarised as follows: Transaction Type Assets ratio Consideration ratio Profits ratio Revenue ratio Equity capital ratio(Note 1) Share transaction Less than 5% Discloseable transaction 5% or more but less than 25% Major transaction(disposal) 25% or more but less than 75% N/A Major transaction (acquisition) 25% or more but less than 100% Very substantial disposal 75% or more N/A Very substantial acquisition 100% or more Note 1: The equity capital ratio relates only to an acquisition (and not a disposal) by a listed issuer issuing new equity capital. Note 2: In the case of a transaction involving both an acquisition and a disposal, the transaction will be classified by reference to the larger of the acquisition or disposal.   The table below summarises the notification, publication and shareholders' approval requirements which will generally apply to each category of notifiable transaction:   Notification to the Exchange Announcement Circular to Shareholders Shareholders' Approval Accountants' Report Share transaction Yes Yes No No (Note 1) No Discloseable transaction Yes Yes Yes No No Major transaction Yes Yes Yes Yes (Note 2) Yes(Note 3) Very substantial disposal Yes Yes Yes Yes (Note 2) Yes (Note 5) Very substantial acquisition Yes Yes Yes Yes (Note 2) Yes (Note 4) Reverse takeover Yes Yes Yes Yes (Notes 2&6) Yes (Note 4) Note 1: No shareholders' approval is necessary if the consideration shares are issued under a general mandate. Note 2: Any shareholder and his associates must abstain from voting if such shareholder has a material interest in the transaction. Note 3: For acquisitions of businesses and/or companies only. The accountants' report is for the 3 preceding financial years on the business, company or companies being acquired. Note 4: An accountants' report for the 3 preceding financial years on any business, company or companies being acquired is required. Note 5: An accountants' report on the listed issuer's group is required. Note 6: Approval of the Exchange is necessary.  For further details, please see: Chapter 14 of the Main Board Listing Rules on Notifiable Transactions Chapter 19 of the GEM Listing Rules on Notifiable Transactions
Reverse Takeover	An acquisition or a series of acquisitions of assets where there is or which will result in a change in control will be treated as a reverse takeover only if the results of any of the percentage ratios have individually or together reached the very substantial acquisition threshold (i.e. 100% or more). The reverse takeover provisions will apply to acquisitions  or injection of assets by the incoming controlling shareholder within 24 months after the change in control, and such gaining of control had not been regarded as a reverse takeover. The Exchange will treat a listed issuer proposing a reverse takeover as if it were a new applicant.    The enlarged group or the assets to be acquired must be able to meet the requirements of Main Board Rule 8.05 and GEM Rule 11.12 (as the case may be) and must be able to meet the basic conditions for listing.
Connected Transactions	Connected Transactions (as defined in Main Board Listing Rule 14A.13 and GEM Listing Rule 20.13) are subject to the same percentage ratios as those used to classify notifiable transactions. Our Listing Rules set out the following de minimis thresholds for connected transactions which are exempt from the requirements of reporting, announcement and/or independent shareholders' approval:   Based on the percentage ratios used for classifying notifiable transactions De minimis threshold for exemption from reporting, announcement and independent shareholders' approval requirement A connected transaction on normal commercial terms where each of the percentage ratios (except the profits ratio) is: less than 0.1%; or equal to or more than 0.1% but less than 2.5% and the consideration is less than HK$1 million. De minimis threshold for exemption from independent shareholders' approval requirement A connected transaction on normal commercial terms where each of the percentage ratios (except the profits ratio) is: less than 2.5%; or equal to or more than 2.5% but less than 25% and the consideration is less than HK$10 million. For further details, please see: Chapter 14A of the Main Board Listing Rules on Connected Transactions Chapter 20 of the GEM Listing Rules on Connected Transactions
Securities Transactions by Directors	The Listing Rules set a required standard against which directors of listed issuers must measure their conduct regarding securities dealings. Absolute prohibitions include, but are not limited to, the following provisions: 1. A director must not deal in any of the securities of the listed issuer at any time when he is in possession of unpublished price-sensitive information in the relation to those securities. 2. A director must not deal in the securities of a listed issuer when, by virtue of his position as a director of another listed issuer, he is in possession of unpublished price-sensitive information in the relation to those securities. 3. A director must not deal in any of the securities of the listed issuer (unless the circumstances are exceptional) during the period commencing one month immediately preceding the earlier of: (a) the date of the board meeting for the approval of the listed issuer's financial results; and (b) the deadline for the listed issuer to publish an announcement of its financial results. For further details, please see: Appendix 10 of the Main Board Listing Rules on Model Code for Securities Transactions by Directors of Listed Issuers Chapter 5 of the GEM Listing Rules on Directors, Secretary and Corporate Governance Matters
Code of Corporate Governance Practices	The Listing Rules set out the principles of good corporate governance. For further details, please see: Appendix 14 of the Main Board Listing Rules on Code of Corporate Governance Practices Appendix 15 of the GEM Listing Rules on Code of Corporate Governance Practices