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Update No. 43

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. 43

March 2012

Dear Sirs,

GEM Listing Rule amendments to the Corporate Governance Code
and associated Listing Rules

We enclose reprinted pages of the GEM Listing Rules and the filing instructions. The reprinted pages incorporate amendments to implement the remaining proposals in the Consultation Conclusions on Review of the Corporate Governance Code and Associated Listing Rules published on 28 October 2011.

We have amended the GEM Listing Rules to:

B02A24241D934714AD273561037F6D6D require independent non-executive directors to constitute one-third of an issuer’s board. Issuers must comply with this Rule by 31 December 2012;
B02A24241D934714AD273561037F6D6D require issuers to set up a remuneration committee with specific terms of reference and the committee’s chairman and a majority of the members to be independent nonexecutive directors;
B02A24241D934714AD273561037F6D6D require issuers to publish the procedures for shareholders to propose a person for election as a director on their websites;
B02A24241D934714AD273561037F6D6D require issuers to publish their constitutional documents on the Exchange’s website and on their own;
B02A24241D934714AD273561037F6D6D merge Appendix 16 (“Corporate Governance Report”) with Appendix 15 (“Corporate Governance Code”) and introduce new and revised Principles, Code Provisions and Recommended Best Practices; and
B02A24241D934714AD273561037F6D6D introduce new and revised disclosure requirements for the Corporate Governance Report.

Coming into effect

The amendments will come into effect on 1 April 2012.

Please click HERE to see the amendments to the GEM Listing Rules relating to the corporate governance review.

Yours faithfully,

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


Mark Dickens JP
Head of Listing

Updated 29 Mar 2012