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Note to subscribers for the amendments to
the rules governing the listing of securities on the Growth Enterprise Market
("GEM Listing Rules")
Update No. 12
5 February 2002
Dear Sirs,
Amendments to the GEM Listing Rules
We enclose reprinted pages of the GEM Listing Rules incorporating amendments
to the GEM Listing Rules in relation to the items listed below, together with filing instructions.
The major amendments to the GEM Listing Rules are highlighted as follows:
Corporate Communications to holders of securities
As to form:
The GEM Listing Rules have been amended so as to allow listed issuers to send or otherwise
make available corporate communications to holders of securities using electronic means with their prior approval if this would be allowed
under applicable laws and regulations and the listed issuers' own constitutional documents. In addition, listed issuers which choose to make
available corporate communications using electronic means will be required to comply with a standard which is no less onerous than that
imposed from time to time in this regard under Hong Kong law, irrespective of their place of incorporation.
A corporate communication may be sent or otherwise made available by a listed issuer to a holder
of its securities using electronic means only where the listed issuer has previously received from that holder an express, positive confirmation
in writing that the holder wishes to receive or otherwise have made available to the holder the corporate communication by the means and in the
manner proposed by the listed issuer.
A listed issuer making available corporate communications to holders of its securities using
electronic means must afford holders the right at any time by reasonable notice in writing to change their choice and must set out in each
such corporate communication the steps for notifying the listed issuer of any such change together with a statement expressly informing
holders that:
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holders may at any time choose to receive corporate communications either in printed form or using
electronic means; and
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holders who have chosen to receive the corporate communication using electronic means and who for
any reason have difficulty in receiving or gaining access to the corporate communication will promptly upon request be sent the corporate
communication in printed form free of charge.
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Corporate communications which a listed issuer has made available to holders of its securities
by publication on its own website must remain there on a continuous basis for at least 5 years from the date of first publication.
Appendix 3 of the GEM Listing Rules required all listed issuers to include in their articles
of association or equivalent document a provision that a printed copy of the directors' report, accompanied by the balance sheet
(including every document required by law to be annexed thereto) and profit and loss account or income and expenditure account, shall,
at least 21 days before the date of the general meeting, be delivered or sent by post to the registered address of every member. Although
the word "printed" has now been deleted from this requirement, a listed issuer wishing to send such documents using electronic means to
any member will first need to amend its articles or equivalent document.
As to language:
The GEM Listing Rules have now been amended to permit all corporate communications to be sent
in either English or Chinese only, subject to certain conditions.
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A listed issuer may, where it has made adequate arrangements to ascertain whether or not a
holder of its securities wishes to receive the English language version only or the Chinese language version only and to the extent
permitted under applicable laws and regulations and the listed issuer's own constitutional documents, send the English language version
only or the Chinese language version only of the corporate communication (in accordance with the holder's stated wish) to the holder
concerned.
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Any arrangement by the listed issuer to ascertain a holder's wish must afford the holder the
choice of receiving the English language version only, the Chinese language version only or both the English language version and the
Chinese language version of the corporate communication.
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The GEM Listing Rules set out certain guidelines as to what the Exchange considers to be
adequate arrangements of a listed issuer to ascertain the choice of language of holders of its securities. When ascertaining the choice
of language, a listed issuer will need to inform holders of the deadline for making known their choice as well as the default arrangements
put in place in the event the listed issuer does not receive any response by the deadline.
A listed issuer sending the English language version only or the Chinese language version only
of a corporate communication to holders of its securities must afford holders the right at any time by reasonable notice in writing to change
their choice of language. The listed issuer must set out in each such corporate communication the steps for notifying the listed issuer of
any such change together with a statement expressly informing holders that they may at any time change their minds.
The word "contain" is also being replaced with the words "be accompanied by" in certain places
in the GEM Listing Rules (e.g. "must be in the English language and contain a Chinese translation" is being replaced by "must be in the
English language and be accompanied by a Chinese translation") so as to make it clear that the second-mentioned document does not physically
have to form part of the same document as the first-mentioned document.
Delivery of copies in printed form of certain documents to the Exchange
The GEM Listing Rules provide for multiple copies in printed form of a listing document and the
relative application form, circular, directors' report and accounts to be delivered to the Exchange in various circumstances.
The required number of copies has been reduced to 25 copies.
Issue of listing documents
The amendments referred to above permitting the sending of corporate communications using electronic
means will cover all corporate communications, including listing documents, but only if issued by a listed issuer, not a new applicant.
The GEM Listing Rules have been amended to the effect that, while all listing documents published by
a new applicant must be in printed form, a new applicant may, to the extent permitted under applicable laws and regulations and the new applicant's
own constitutional documents, make additional copies available to the public in electronic format on CD ROM. In addition, a GEM new applicant which
has its own website must make additional copies available to the public in electronic format through publication of the listing document
(together with the relative application form) on its own website on a continuous basis for at least 5 years from the date of first publication.
In all cases, the listing document must still be available in printed form.
The new applicant must ensure that any supplemental listing documents or subsequent amendments to the
listing document are also made available in both printed form and electronic format (using the same method(s) as was/were used when the main or
first listing document was published). Also, the CD ROM and/or the page on the new applicant's own website where additional copies of the listing
document and relative application form are made available must include a confirmation that the contents of the listing document and relative application
form in electronic format are identical with the contents of the listing document and application form in printed form and a confirmation that the listing
document and relative application form are also available in printed form and addresses of the locations where they are available.
Publication on GEM issuer's own website - minimum period
The GEM Listing Rules require a GEM issuer to publish on its own website (if any) the cleared version
(if clearance by the Exchange is required) or the final version (if clearance by the Exchange is not required) of any announcement, notice or other
document submitted by the issuer for publication on the GEM website, provided always that publication on its own website may not be effected prior
to publication on the GEM website. However, the rule did not specify how long the document should remain on the issuer's website.
The GEM Listing Rules have been amended so that a GEM issuer must ensure that any document so published
remains available on its website on a continuous basis for at least 5 years from the date of first publication.
Publication requirements of issuers of debt securities
The publication requirements of the GEM Listing Rules for issuers of debt securities have been brought
into line with those for equity issuers.
Listing-related corporate communications to be submitted to Exchange for publication on website
Amendments have been made to the GEM Listing Rules to require GEM issuers to submit to the Exchange within a
certain time frame a soft copy of all listing-related corporate communications for publication on the GEM website.
The rule changes will come into effect on 15 February 2002.
Yours faithfully,
For and on behalf of
The Stock Exchange of Hong Kong Limited
Karen Lee
Head of Listing, Regulation and Risk Management
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