Entire Section

  • DEBT SECURITIES

    • Chapter 26 Methods of Listing

      • 26.01

        This Chapter does not apply to debt issues to professional investors only. All other debt securities may be brought to listing by any one of the methods described below.

      • Offer for subscription

        • 26.02

          An offer for subscription is an offer to the public by or on behalf of an issuer of its own debt securities for subscription.

        • 26.03

          The subscription of the debt securities need not be underwritten, provided that full disclosure to that effect is made and the minimum nominal amount of debt securities referred to in rule 27.08 is actually issued.

        • 26.04

          In the case of offers by tender, the Exchange must be satisfied as to the fairness of the basis of allotment so that every investor who applies at the same price for the same number of debt securities receives equal treatment.

        • 26.05

          An offer for subscription must be supported by a listing document which must comply with the relevant requirements of Chapter 29.

      • Offer for sale

        • 26.06

          An offer for sale is an offer to the public by an intermediary of debt securities al in issue or agreed to be subscribed.

        • 26.07

          In the case of offers by tender, the Exchange must be satisfied as to the fairness of the basis of allotment so that every investor who applies at the same price for the same number of debt securities receives equal treatment.

        • 26.08

          An offer for sale must be supported by a listing document which must comply with the relevant requirements of Chapter 29.

      • Placing

        • 26.09

          A placing is the obtaining of subscriptions for debt securities by an issuer or intermediary from persons selected or approved by the issuer or intermediary.

        • 26.10

          The Exchange must be satisfied that the placing arrangements will ensure an open market in the debt securities after listing has been granted. This will usually mean that at least two issuing houses which normally make markets (by quoting both offer and bid prices) in the relevant type of debt security must be involved in the placing. These need not be members of the management or selling group, but must be independent of each other and at least one must be independent of the issuer.

        • 26.11

          A placing must be supported by a listing document which must comply with the relevant requirements of Chapter 29.

      • Exchange, etc.

        • 26.12

          Debt securities may be brought to listing by an exchange or a substitution of debt securities for or a conversion of debt securities into other classes of securities.

        • 26.13

          An exchange, substitution or conversion of debt securities must be effected in accordance with the terms and conditions of the debt securities to be exchanged, substituted or converted or otherwise with the consent of all the holders of such securities.

        • 26.14

          An exchange or a substitution of debt securities must be supported by a listing document in the form of a circular to holders of the debt securities concerned which must comply with the relevant requirements of Chapter 29.

      • Other methods

        • 26.15

          Debt securities may also be brought to listing by:—

          (1) the exercise of options, warrants or similar rights to subscribe or purchase debt securities (see Chapter 33); or
          (2) such other methods as the Exchange may from time to time approve.

    • Chapter 27 Qualifications for Listing

      • Preliminary

        • 27.01

          This Chapter does not apply to debt issues to professional investors only. It sets out the basic conditions which have to be met as a pre-requisite to the listing of debt securities.

        • 27.02

          Issuers are reminded:—

          (1) that these requirements are not exhaustive and that the Exchange may impose additional conditions in a particular case; and
          (2) that the Exchange retains an absolute discretion to accept or reject applications for listing and that compliance with the relevant conditions may not of itself ensure suitability for listing.

          Prospective issuers are therefore encouraged to contact the Exchange to seek informal and confidential guidance as to the eligibility of a proposed issue for listing at the earliest possible opportunity.

      • Basic conditions

        • 27.03

          No issuer may list its debt securities on GEM unless its equity securities, or the equity securities of its holding company, are al listed on GEM or will be listed on GEM at the same time as the issuer's debt securities.

        • 27.04

          Chapter 6A does not apply to initial listings of debt securities. However:—

          (1) where a new applicant (or holding company of the new applicant), that seeks a listing of debt securities on GEM, seeks such listing at the same time as seeking to list its (or its holding company's) equity securities on GEM, then the Sponsor appointed by the new applicant pursuant to rule 6A.02 (or another Sponsor firm specifically appointed for the purpose) must advise the new applicant in connection with the issue and listing of the debt securities;
          (2) a new applicant (or holding company of the new applicant) seeking a listing of debt securities on GEM in circumstances other than those described in paragraph (1) above, must appoint a financial adviser, acceptable to the Exchange, to advise the new applicant in connection with the issue and listing of the debt securities.

        • 27.04A

          In exercising its discretion under rule 27.04 to determine whether a financial adviser is acceptable, the Exchange may have regard to paragraphs (3) to (7) of the test of independence set out in rule 6A.07 as those paragraphs would apply to the relationships between the financial adviser and the issuer.

        • 27.05

          The issuer and the guarantor, in the case of a guaranteed issue, must each be duly incorporated or otherwise established under the laws of the place where it is incorporated or otherwise established and must be in conformity with those laws and its memorandum and articles of association or equivalent documents.

        • 27.06

          The issuer and the guarantor, in the case of a guaranteed issue, must have each produced audited accounts in accordance with its national law covering at least the 2 financial years preceding the application for listing.

        • 27.07

          In the case of a new applicant, the latest financial period reported on by the reporting accountants (see Chapter 7) must not have ended more than 6 months before the date of the listing document.

        • 27.08

          The nominal amount of each class of debt securities for which listing is sought must be at least HK$30,000,000. Issues of debt securities which are or are to be uniform in all respects with debt securities of a class al listed are not subject to this limit.

          Notes:

          1 In exceptional cases, a lower minimum nominal amount may be acceptable where the Exchange is satisfied as to marketability.
          2 In the case of options, warrants or similar rights to subscribe or purchase debt securities, the same limit will apply as would apply to the underlying debt securities to be subscribed or purchased.

        • 27.09

          The debt securities for which listing is sought must be freely transferable.

        • 27.10

          The issue and listing of the debt securities for which listing is sought must be in conformity with the law of the place where the issuer is incorporated or otherwise established and in conformity with the issuer'{s memorandum and articles of association or equivalent documents and all authorisations needed for their creation and issue under such law or documents must have been duly given. The same applies, mutatis mutandis, to the giving of any related guarantee by a guarantor.

        • 27.11

          Debt securities to which options, warrants or similar rights to subscribe or purchase equity securities or debt securities are attached must also comply with the requirements applicable to such options, warrants or similar rights (see Chapter 33 as appropriate).

        • 27.12

          The issuer must maintain a paying agent at an address in Hong Kong until the date on which no debt security is outstanding unless the issuer performs that function itself.

        • 27.13

          In the case of registered securities (other than those transferable by endorsement and delivery), provision must be made for a register of holders to be maintained in Hong Kong, or such other place as the Exchange may agree and for transfers to be registered locally. The Exchange may, however, consider an alternative proposal for registering transfers for Hong Kong holders in exceptional circumstances.

      • Stabilisation

        • 27.14

          Any activities or transactions carried out prior to the commencement of dealings with a view to stabilising or maintaining the market price of the debt securities at levels other than those which might otherwise prevail must only be effected in accordance with all applicable statutory provisions or regulations. If any such activities or transactions are not effected in accordance with such provisions or regulations the application for listing will be rejected by the Exchange.

      • Guarantors and guaranteed issues

        • 27.15

          Where listing is sought for debt securities of an issuer guaranteed or secured by another legal person not being its holding company, the guarantor will be required to comply with the GEM Listing Rules to the same extent as if such guarantor were the issuer of the relevant debt securities. In particular:—

          (1) a listing document issued in relation to a guaranteed issue must contain the same information regarding the guarantor as that regarding the issuer, so that, where appropriate, references in paragraphs of Part C of Appendix 1 to "issuer" should be read as applying equally to the guarantor; and
          (2) a guarantor will be required to undertake (in the prescribed form set out in Appendix 5C, amended as appropriate so as to apply to the guarantor) to comply with the GEM Listing Rules applicable to issuers of debt securities, save for any that are stated not to apply.

        • 27.16

          The relevant guarantee must be issued in conformity with the law of the place where the guarantor is incorporated or otherwise established and in conformity with the guarantor's memorandum and articles of association or equivalent documents and all authorisations needed for its issue under such law or documents must have been duly given.

        • 27.17

          The matters to be included or reported on under rules 7.03 and 7.04, if applicable, must be extended to the guarantor and its subsidiaries as well as the issuer.

    • Chapter 28 Application Procedures and Requirements

      • Preliminary

        • 28.01

          This Chapter does not apply to debt issues to professional investors only. It sets out the procedures and requirements for applications for the listing of debt securities.

        • 28.02

          The issuer must contact the Listing Division to ascertain a date (the "provisional hearing date") on which the Listing Division or the GEM Listing Committee, as applicable, may consider the issuer's application for listing. The Exchange reserves the right to change the provisional hearing date.

        • 28.03

          In order to allow the Exchange sufficient time to consider an application for listing on the basis of the supporting documents and to maintain an orderly new issues market, the issuer must apply to the Listing Division on the prescribed form set out in Appendix 5C at the earliest possible opportunity. In circumstances where the issuer is applying for the simultaneous listing of equity securities and debt securities, the issuer must follow the timetable relevant to the application to list such equity securities; and must otherwise apply in accordance with the following:—

          (1) in circumstances where the application is required to be supported by a listing document, the application form must be submitted at least 10 clear business days prior to the provisional hearing date; and
          (2) in circumstances where the application is not required to be supported by a listing document, the application must be submitted at least 4 clear business days prior to the proposed date for issuing the securities.

          Note: If it is not possible to lodge documents with the Exchange within the specified time limits, they should be submitted as soon as they become available. Issuers should appreciate that any significant delay in lodging documents may affect the listing timetable.

        • 28.04

          In order to maintain an orderly new issues market the Exchange reserves the right to postpone consideration of an application if there are too many existing applications in the relevant period.

        • 28.05

          Where any document is amended after submission, a like number of further copies must be submitted to the Exchange for review, marked in the margin to indicate where the relevant items from Part C of Appendix 1 have been met (and in the case only of a prospectus, the relevant provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance). Such copies must also be marked in the margin to indicate amendments made to conform with points raised by the Exchange. In any event, the final form, or, as appropriate, signed original of any document must have been received at least 4 clear business days prior to the provisional hearing date.

        • 28.06

          No material amendment to the final proof listing document will be allowed without the consent of the Exchange.

        • 28.07

          The listing document must not be issued until the Exchange has confirmed to the issuer that it has no further comments thereon. However, circulation of a draft or preliminary listing document which is clearly marked as such, is permitted for the purposes of arranging underwriting.

        • 28.08

          All publicity material released in Hong Kong relating to an issue of debt securities by a new applicant must not be released until the Exchange has reviewed it and confirmed to the issuer that it has no comments thereon. In addition, the publicity material must comply with all statutory requirements. For these purposes, publicity material does not relate to an issue of debt securities if its purpose is the promotion of the issuer or its products or business and not the promotion of the debt securities to be issued. Moreover, circulation is permitted of documents of a marketing nature such as the invitation or offering document (or its equivalent) and documents which consist of, or are drafts of, or relate to, agreements to be entered into in connection with the issue of the debt securities, provided that any obligations created thereunder to issue, subscribe, purchase or underwrite the debt securities are conditional on listing being granted. These documents will not be considered as falling within the scope of this rule and need not be submitted for prior review. Any publicity material and announcement referring to a new applicant which is issued before the Exchange's meeting to consider the new applicant's application for listing must state that application has been or will be made to the Exchange for listing of and for permission to deal in the debt securities concerned. Where any material relating to a proposed listing by a new applicant is released without the Exchange's prior review before the hearing, the Exchange may postpone the hearing by up to 1 month.

          Issuers must maintain confidentiality before announcing an issue. Where the Exchange believes that an issuer or its advisers have permitted inside information regarding the issue of additional securities to leak before announcing the subject, the Exchange will not normally consider an application for the listing of those securities.

        • 28.09

          Issuers are also reminded that these requirements are not exhaustive and that an applicant for listing must also supply any further documents and information which the Exchange may require in a particular case.

      • Application

        • 28.10

          In circumstances where rule 27.04 applies such that the issuer has appointed a Sponsor or financial adviser, that Sponsor or financial adviser is responsible for providing advice to the issuer in connection with the debt issue and must lodge the issuer's application for listing and all supporting documents and deal with the Exchange on all matters in connection with the application.

        • 28.11

          The application for listing must be made, in accordance with the provisions of rule 28.03, in the prescribed form set out in Appendix 5C, signed by a duly authorised officer of the issuer. The form must be accompanied:—

          (1) by the documents, as applicable, stipulated in rule 28.13;
          (2) in circumstances where the issuer or the issuer's holding company is required to have (or otherwise retains) a Sponsor or financial adviser, the Sponsor's or financial adviser's statement relating to independence in a form acceptable to the Exchange; and
          (3) the listing fee in the amount specified in Appendix 9.

        • 28.12

          The Exchange has a discretion to reject any application. In such circumstances, the Exchange shall give written notice of the rejection and the reasons therefor.

      • Documentary requirements

        • At the time of application for listing (28.13)

          • 28.13

            The following documents, as applicable, must be lodged with the Exchange for review together with the form of application and other items referred to in rule 28.11:—

            (1) 6 drafts or proof prints of the listing document in anticipated final form, marked in the margin to indicate where compliance has been made with the relevant provisions of the GEM Listing Rules and, in the case only of a prospectus, to indicate in addition where compliance has been made with the relevant provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance;

            Note: The Exchange acknowledges that information relating to the pricing, the number of securities to be offered, details of the underwriting (if any) and related matters may not have been settled at the time of the application.
            (2) 3 copies of the anticipated final draft or proof of the formal notice, where applicable;
            (3) 3 copies of the anticipated final draft or proof print of any application form (including any excess or preferential application form) to subscribe or purchase the debt securities for which listing is sought;
            (4) 3 copies of the anticipated final draft or proof of any temporary document of title (which must comply with Part A of Appendix 2) where applicable;
            (5) 3 copies of the anticipated final draft or proof of the definitive certificate or other document of title (which must comply with Part B of Appendix 2) (unless the securities for which listing is sought are or are to be identical in all respects with a class al listed);
            (6) a copy of the anticipated final draft, if available, of the trust deed or other document securing or constituting the debt securities, which must comply with Appendix 4, and which are marked in the margin to indicate where the relevant items from Appendix 4 have been met;
            (7) where the listing document contains an accountants' report, 3 copies of the anticipated final draft of any statement of adjustments relating to the accountants' report;
            (8)
            (a) 3 certified copies of the memorandum and articles of association or equivalent documents of both the applicant and the guarantor, in the case of a guaranteed issue, or, if previously supplied in connection with a previous listing and where no amendments have been made thereto, a certificate of an authorised officer of the issuer and of the guarantor, in the case of a guaranteed issue, confirming that there have been no amendments thereto; and
            (b) the annual report and accounts of each of the completed financial years, as shown in the accountants' report, of the issuer or its group and the guarantor or its group, in the case of a guaranteed issue, immediately preceding the issue of the listing document or, if such accounts have previously been supplied in connection with a previous listing, a certificate from the auditors of the issuer and the guarantor, in the case of guaranteed issue, that there has been no material adverse change in the financial position and prospects of the issuer and guarantor, as the case may be, since the date of the latest audited accounts. (see rule 27.06).
            (9) where possible, a certified copy of:—
            (a) the resolution(s) of the issuer in general meeting (if any) authorising the issue of all debt securities for which listing is sought;
            (b) the resolution(s) of the board of directors or other governing body or any other person to whom it has properly delegated these powers (together, in such cases, with a certified copy of the power of attorney or resolution delegating the powers) authorising the issue and allotment of such debt securities and the making of the application for listing in the prescribed form (Appendix 5C); and
            (c) in the case of a guaranteed issue, the resolution(s) of the board of directors or other governing body of the guarantor approving and authorising the giving and signing of the guarantee(s) and the undertaking to comply with the GEM Listing Rules (see rule 27.15) and authorising the issue of the listing document (if applicable); and
            (10) 3 copies of the notice(s) of meeting (if any) referred to in the listing document; and
            (11) any checklist(s) in the form prescribed by the Exchange from time to time, duly completed.

        • After notification of listing approval but before the date of issue of the listing document (28.14-28.15)

          • 28.14

            On or before the date of issue of the listing document, the following documents must be supplied to the Exchange:—

            (1) in the case of a new applicant or a listed issuer proposing to issue a listing document of the type referred to in rule 6A.36(1) within the minimum period referred to in rule 6A.19 or any period fixed for the purposes of rule 6A.20 during which the issuer or the issuer's holding company is required to appoint a Compliance Adviser, the signed declaration in the form set out in Appendix 7J as referred to in rule 6A.35;
            (2) [Repealed 1 September 2008]
            (3) a certified copy of every letter, report, financial statement, statement of adjustments, valuation, contract, resolution or other document any part of which is extracted or referred to in the listing document; and
            (4) a certified copy of the written consent by any expert to the issue of the listing document with the inclusion therein of the following in the form and context in which they are included.
            (5) [Repealed 1 September 2008]

          • 28.15

            In the case of a listing document which constitutes a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the following documents must be lodged with the Exchange by 11 a.m. on the intended date of authorisation of the prospectus:—

            (1) an application for authorisation for registration of the prospectus pursuant to section 38D(3) or section 342C(3) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (as the case may be);
            (2) two printed copies of the prospectus, duly signed in accordance with section 38D(3) or section 342C(3) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (as the case may be) and having endorsed thereon or annexed thereto the documents stipulated by the relevant section;
            (3) in respect of a Chinese translation of the prospectus, a certificate issued by the translator certifying that the Chinese translation of the English version of the prospectus is true and accurate or in respect of an English translation of the prospectus, a certificate issued by the translator certifying that the English translation of the Chinese version of the prospectus is true and accurate; and in either case, a certificate issued by a competent officer of the Sponsor certifying that the translator is competent to have given the certificate as to translations in respect of the prospectus documents; and
            (4) the powers of attorney or other authority pursuant to which the prospectus is signed, together with one certified copy of each such power or authority.

        • After the date of issue of the listing document but before dealings commence (28.16-28.17)

          • 28.16

            As soon as practicable after the issue of the listing document but before dealings commence, the following documents must be lodged with the Exchange:—

            (1) unless previously supplied under rule 28.13(9), a certified copy of the resolution(s) therein referred to;
            (2) the completed company information sheet in the prescribed form set out in Appendix 5F, submitted in the electronic format specified by the Exchange from time to time, for publication on the GEM website, together with a hard copy duly signed by or on behalf of each of the directors of the issuer;

            Note: This requirement does not relate to the guarantor, in the case of a guaranteed issue, unless the guarantor is itself a listed issuer.
            (3) [Repealed 25 June 2007]
            (4) [Repealed 25 June 2007]
            (5) [Repealed 25 June 2007]
            (6) a specimen of any temporary document of title;
            (7) where available, a specimen of the definitive certificate or other document of title;
            (8) if requested by the Exchange, a declaration from the security printers responsible for the production of bearer documents of title in accordance with paragraph 24 of Part B of Appendix 2; and
            (9) a declaration substantially in the form set out in Appendix 5E, duly signed by a director or the secretary of the issuer and a director or secretary of the guarantor, in the case of a guaranteed issue, together with any annual listing fee which is payable and which has not previously been paid (see Appendix 9).

          • 28.17

            For the avoidance of doubt, the provisions of Chapter 15 relating to prospectuses apply equally to debt securities.

    • Chapter 29 Listing Documents

      • Preliminary

        • 29.01

          This Chapter does not apply to debt issues to professional investors only. It sets out the Exchange's requirements for the contents of listing documents relating to debt securities. Issuers are reminded that a listing document which is a prospectus within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance must also comply with and be registered in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance. Applicants should note that they are required to confirm in their applications that all requisite information has been included in the listing document or will be included in the final version submitted for review (see Appendix 5C).

        • 29.02

          Issuers are reminded (see rule 28.05) that the final proof of the listing document must be lodged with the Exchange at least 4 clear business days before the provisional hearing date. No material amendment to the final proof of the listing document will be allowed without the consent of the Exchange.

        • 29.02A

          Any document required under the GEM Listing Rules to be published by a new applicant or guarantor in connection with the application for listing, including but not limited to any announcement (including notice) and any listing document, must be published in accordance with the publication requirements contained in Chapter 16, unless otherwise stated.

        • 29.02AA

          The Exchange shall be authorised by new applicants and listed issuers to file their "applications" (as defined in section 2 of the Securities and Futures (Stock Market Listing) Rules) and those corporate disclosure materials within the meaning of sections 7(1) and (2) of the Securities and Futures (Stock Market Listing) Rules received by the Exchange with the Commission pursuant to sections 5(2) and 7(3) of the Securities and Futures (Stock Market Listing) Rules respectively and new applicants and listed issuers shall be deemed to have agreed to the above by filing such applications and corporate disclosure materials with the Exchange. The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, the Exchange may require and new applicants and listed issuers shall execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require. Applications and relevant corporate disclosure materials shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe.

      • Definition

        • 29.03

          A listing document is defined in rule 1.01 as a prospectus, a circular and any equivalent document (including the composite document in relation to a scheme of arrangement and/or an introduction document) issued or proposed to be issued in connection with an application for listing. Issuers are recommended to consult the Exchange at the earliest opportunity if they are in any doubt as to whether a particular document constitutes a listing document as so defined.

      • Disclaimer

        • 29.04

          Any listing document must contain on its front cover a prominent and legible disclaimer statement in the form set out in rule 2.19.

      • GEM characteristics

        • 29.05

          Any listing document, must contain, at a prominent position in the document, and in bold type, a statement concerning the characteristics of GEM, in the form set out in rule 2.20.

      • When required

        • 29.06

          The methods of listing debt securities required by the GEM Listing Rules to be supported by a listing document are:—

          (1) offers for subscription;
          (2) offers for sale;
          (3) placings; and
          (4) exchanges or substitutions of securities.

        • 29.07

          Other methods of listing debt securities are not required by the GEM Listing Rules to be supported by a listing document, but if a listing document is otherwise required or issued, it must comply with the relevant requirements of this Chapter.

      • Contents

        • 29.08

          The listing document is required to include the following:—

          (1) the statements required pursuant to rule 29.04 (disclaimer) and rule 29.05 (GEM characteristics);
          (2) subject to rule 29.09, all of the specific items of information which are set out in Part C of Appendix 1;
          (3) appropriate risk factors, taking into consideration the matters set out in rule 29.12; and
          (4) in respect of a listing document issued in support of an application for listing of debt securities of a class new to listing where those debt securities are offered otherwise than to existing shareholders, the listing document must, as an overriding principle, contain such particulars and information which, according to the particular nature of the issuer and guarantor, in the case of a guaranteed issue, and the debt securities for which listing is sought, is necessary to enable an investor to make an informed assessment of:—
          (a) the activities, profits and losses, assets and liabilities, financial position, management and prospects of the issuer and guarantor, in the case of a guaranteed issue; and
          (b) the rights and trading arrangements attaching to such debt securities.

        • 29.09

          A bank may omit the items of information required by the following paragraphs of Part C of Appendix 1:—

          34, 37(2) to (7), 38, 40, 41(2), (3) and (4), 44 and 51

          In addition, the Exchange may be prepared to permit the omission of information where it considers it appropriate. Banks who want to omit any of the prescribed information should therefore consult the Exchange at the earliest possible opportunity.

        • 29.10

          Negative statements are required only where so indicated in Part C of Appendix 1.

        • 29.11

          The Exchange may require disclosure of such additional or alternative items of information as it considers appropriate in any particular case. Conversely, it may be prepared to permit the omission or modification of items of information to suit the circumstances of a particular case. Consequently, issuers are encouraged, through their Sponsors where so retained, to seek informal and confidential guidance from the Exchange at the earliest opportunity. The issuer shall not publish the listing document until the Exchange has confirmed that it has no further comments thereon.

      • Risk factors

        • 29.12

          The listing document should fully set out, explain and give appropriate prominence to any risk factors which should be drawn to prospective investors' attention, having regard, as a minimum, to the following principles:—

          (1) whether or not there are risks that are relevant to the issuer itself, including as to matters such as reliance on particular products or services, the concentration of expertise within the issuer, continued sources of funding;
          (2) whether or not there are risks that are relevant to the issuer's business, including risks attendant with the products, services or activities themselves and risks relevant to the industry or sectors in which the issuer operates; and
          (3) whether or not there are risks on a macro-scale that are relevant to the issuer, including geographic, economic, political and exchange rates, currency controls or other financial risks relevant to the issuer or the markets in which it operates.

          Note: Risk factors should be capable of being read in isolation and should not be accompanied by statements or qualifications concerning steps that the issuer proposes to implement in order to alleviate such risks. Information in this regard may however be contained elsewhere in the listing document.

      • Responsibility

        • 29.13

          Directors of the issuer and of the guarantor, in the case of a guaranteed issue, are required, collectively and individually, to accept full responsibility for the document and a statement (in the form set out in rule 2.18) to this effect must be included in the listing document (adapted, if applicable, to include the directors of the guarantor).

      • Subsequent events

        • 29.14

          The Exchange must be notified immediately if, before the commencement of dealings in any debt securities, the issuer becomes aware that:—

          (1) there has been a significant change affecting any matter contained in the listing document; or
          (2) a significant new matter has arisen, the inclusion of information in respect of which would have been required to be in the listing document if it had arisen before the listing document was issued.

          For this purpose "significant" means significant for the purpose of making an informed assessment of the matters mentioned in rule 29.08(4). The Exchange will consider in each case what action should be taken and whether any publication of the change or new matter is required. In such circumstances, the Exchange may, at its absolute discretion, withdraw any listing approval granted or impose any conditions which it considers appropriate.

      • Language and format

        • 29.15

          Every listing document must be in the English language and be accompanied by a Chinese translation or be in the Chinese language and be accompanied by an English translation.

        • 29.16

          The information contained in the listing document should be clearly presented and should be in plain language.

      • Illustrations

        • 29.17

          A listing document may include illustrations of a pictorial or graphic nature provided that such illustrations are not misleading or likely to mislead in the form and context in which they are included.

      • Publication

        • 29.18

          In the case of an offer for sale or an offer for subscription, a formal notice stating the information set out in rule 29.19 must be published on GEM website in accordance with the requirements of Chapter 16 on the date of issue of the listing document.

        • 29.19

          In every other case, a formal notice stating the following information must be published on the GEM website in accordance with Chapter 16 not less than 2 clear business days before dealings commence:—
           
          (1)    the name and country of incorporation or other establishment of the issuer;
           
          (2)    the name and country of incorporation or other establishment of the guarantor, in the case of a guaranteed issue;
           
          (3)    the amount and title of the debt securities for which listing is sought;
           
          (4)    the websites at which the listing document (if any) is published;
           
          Note:  Where the issuer intends to rely on the Class Exemption Notice to make a Mixed Media Offer referred to in rule 29.21B(1), rule 29.21B(2) replaces this sub-rule.
           
          (5)    the date of publication of the notice;
           
          (6)    in the case of tap issues, the total amount of the debt securities which would be issued under such an arrangement;
           
          (7)    in the case of a placing, the names of the issuing houses involved in the placing;
           
          (8)    a statement that application has been made to the Exchange for listing of and permission to deal in the debt securities;
           
          (9)    a statement that the formal notice appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for debt securities;
           
          (10)    the date upon which dealings in the debt securities are expected to commence; and
           
          (11)    in the case of an offer for sale or an offer for subscription a statement that applications will only be considered on the basis of the listing document.

        • 29.20

          Model forms of formal notices for offers for subscription or sale and placings are set out in Appendix 10 for the guidance of issuers. Issuers are reminded that, where a prospectus has been registered with the Registrar of Companies pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, every formal notice must comply with section 38B of that Ordinance.

        • 29.21 [Repealed]

          [Repealed 5 July 2021]

        • 29.21A

          Listing documents (including any supplemental listing document(s) or subsequent amendments to the listing document(s)) published by a new applicant must be made available in electronic form on the Exchange’s website and the issuer’s own website.

      • Publication of electronic form prospectus and printed application form

        • 29.21B

          (1) Where an issuer intends to rely on section 9A of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Cap.32L) ("Class Exemption Notice") and issue a printed application form for its debt securities with an electronic form prospectus displayed on certain websites ("Mixed Media Offer"), it must satisfy all the conditions in the Class Exemption Notice. Where the issuer publishes any announcement under the Class Exemption Notice, the announcement must be published in accordance with rules 16.17 and 16.18. There is no need to clear the announcement with the Exchange.
          (2) Where the issuer intends to offer debt securities to the public relying on the Class Exemption Notice, the information required by rule 29.19(4) shall be replaced by the following information:
          (a) that the issuer intends to rely on the Class Exemption Notice and issue a printed application form for its debt securities without it being accompanied by a printed form prospectus relating to the offer;
          (b) that throughout the offer period, prospective investors may access and download the electronic form prospectus relating to the offer from either the issuer's website or the GEM website;
          (c) the address of each of the issuer's website and the GEM website, the place on the website where the electronic form prospectus may be accessed and how that prospectus may be accessed;
          (d) that throughout the offer period, copies of the printed form prospectus will be available for collection at specified locations, free of charge, upon request by any member of the public;
          (e) the particulars of the specified locations; and

          Note: "Specified locations" means the depository counter of HKSCC, the designated branches of the placing banks specified in the prospectus and the principal place of business of the co-ordinator for the offer specified in the prospectus.
          (f) that throughout the offer period, at least 3 copies of the printed form prospectus will be available for inspection at every location where the printed application forms are distributed.

        • 29.22

          In the case of an offer for subscription or an offer for sale, an announcement of the results of the offer, the basis of allotment of the debt securities (including the extent to which securities have been taken up by the underwriters (if any) and their close associates) and the amount actually issued if not underwritten must be published on the GEM website, in accordance with the requirements of Chapter 16, as soon as possible but, in any event, not later than 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the business day following the date on which the allotment letters or other documents of title are posted.

        • 29.23

          In the case of an offer for subscription or an offer for sale by tender, an announcement of the striking price must be published on the GEM website, in accordance with the requirements of Chapter 16, as soon as possible but, in any event, not later than 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the business day following the date on which the allotment letters or other documents of title are posted.

        • 29.24

          In the case of a placing, an announcement of the results of the placing (containing, as applicable, the details set out in rule 10.12(4)) must be published on the GEM website in accordance with the requirements of Chapter 16 prior to commencement of dealings in the securities so placed.

    • Chapter 30 Debt Issues to Professional Investors Only

      • Introduction

        • 30.01

          This Chapter deals with debt issues to Professional Investors only. It sets out the qualifications for listing, application procedures, contents of listing documents and the obligations that apply after listing.

      • Listing Approval

        • 30.02

          A listing application may be approved by:
           
          (a)    a member of the Listing Division to whom the Executive Director — Listing Division has delegated authority;
           
          (b)    the Executive Director — Listing Division (who may also delegate approval authority within the Listing Division); or
           
          (c)    the GEM Listing Committee.

      • Applicants' Qualifications for Listing

        • 30.03

          An issuer must be a company whose equity securities are listed on GEM or will be listed on GEM before any debt securities are listed.

        • 30.04

          If an issuer does not meet the eligibility criteria above it is eligible for a listing of guaranteed debt securities if:
           
          (a)    it is a body corporate that is validly incorporated or established; and
           
          (b)    it is wholly owned by a body corporate that meets the eligibility criteria above; and
           
          (c)    its owner guarantees its obligations; and
           
          (d)    it and its owner agree to comply with the GEM Listing Rules.

      • Securities' Qualifications for Listing

        • 30.05

          The debt securities must be freely transferable with a denomination of at least HK$500,000 (or equivalent in other currencies).

        • 30.05A

          Except in the case of a tap issue, the debt securities must be of a principal amount of at least HK$100 million (or equivalent in other currencies).

        • 30.06

          The debt securities must have been validly authorised.

        • 30.07

          The debt securities:

          (a) must comply with the law of the place where the issuer is incorporated or established; and
          (b) must comply with the issuer's memorandum and articles of association or equivalent documents.

        • 30.08

          If an issuer is issuing guaranteed debt securities under rule 30.04 the guarantee:
           
          (a)    must have been validly authorised;
           
          (b)    must comply with the guarantor's memorandum and articles of association or equivalent documents, if the guarantor is a body corporate; and
           
          (c)    must comply with the law of the place where the guarantor is incorporated or established.

      • Convertible Debt Securities

        • 30.09

          This section sets out additional requirements that apply if debt securities are convertible.

        • 30.10

          If debt securities are convertible they must be convertible into:
           
          (a)    shares listed or to be listed on the Exchange or another stock exchange; or
           
          (b)    depositary receipts listed or to be listed on the Exchange or another stock exchange; or
           
          (c)    other assets that the Exchange has agreed in writing are acceptable.

        • 30.11

          If debt securities are convertible into shares that have not yet been issued:
           
          (a)    the issuance of the shares must have been validly authorised; and
           
          (b)    the listing of the shares must have been validly authorised.

        • 30.12

          If debt securities are convertible into shares (or into depositary receipts) the terms of the issue must provide for appropriate adjustments to the conversion terms if there is a change in the capital of the issuer of those shares or a change in the capital of the issuer whose shares underlie the depositary receipts.

        • 30.13

          The Exchange treats debt securities with non-detachable warrants to subscribe for equity securities or other assets as convertible securities.

      • Options, Warrants and Similar Rights

        • 30.14

          This section sets out additional requirements that apply to options, warrants or similar rights.

        • 30.15

          The securities underlying the options, warrants or similar rights must be:
           
          (a)    debt securities that are listed or to be listed on the Exchange;
           
          (b)    debt securities listed or to be listed on another stock exchange; or
           
          (c)    other debt security that the Exchange has agreed in writing is acceptable.

        • 30.16

          If the underlying debt securities have not yet been issued:
           
          (a)    their issuance must have been validly authorised; and
           
          (b)    any listing of them must have been validly approved.

        • 30.17

          If options, warrants or similar rights are convertible into debt securities, the terms of the issue must provide for appropriate adjustments to the conversion rights if there is a change in those debt securities.

      • Listing Document

        • 30.18

          This section sets out the information that an issuer must disclose in its listing document and other requirements relating to the listing document. For debt issuance programmes these requirements apply to the base listing document and the supplementary listing document (including but not limited to the pricing supplement) for each issue under the programme.

        • 30.19

          A listing document must contain a disclaimer statement:

          "Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document."

          The disclaimer must be legible and appear on the front cover or inside cover of the listing document.

        • 30.20

          A listing document must contain the following statement:

          "Characteristics of The GEM of The Stock Exchange of Hong Kong Limited (the "Exchange")

          GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

          Given that the companies listed on GEM are generally small and mid-sized companies there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM."

        • 30.21

          A listing document must contain a responsibility statement:

          "This document includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The issuer accepts full responsibility for the accuracy of the information contained in this document and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading."

          The Exchange may require appropriate modification to the statement if an issue is guaranteed or issued pursuant to a debt issuance programme. The Exchange may allow others to make the statement but an issuer must seek prior consent for this.

        • 30.22

          A listing document must contain the information that the investors an issuer is offering the securities to would customarily expect it to contain. It need not comply with Appendix 1, part C.

        • 30.23

          A listing document must contain any additional information that the Exchange requires.

        • 30.24

          A listing document must contain a statement limiting its distribution to Professional Investors only.

        • 30.24A

          The front cover of a listing document must contain a statement on the intended investor market in Hong Kong (i.e. Professional Investors only) for the debt securities.

        • 30.25

          A listing document must be in English or Chinese.

        • 30.26

          A listing document may be in printed or electronic form.

      • Application Procedures

        • 30.27

          This section sets out the procedures that an issuer must follow to apply for listing of securities or listing of a debt programme. An application involves determining whether an issuer is eligible for listing and whether securities are eligible for listing. The Exchange will use the information that an issuer supplies to make these assessments. The documents an issuer submits must be in English or Chinese or translated into one of these languages.

        • 30.28

          An issuer must submit the following:
           
          (a)    completed application form. If an issue is guaranteed the guarantor must also complete the application form. This is set out in Appendix 5, part C.
           
          (b)    listing fee as provided in Appendix 9.
           
          (c)    draft listing document.
           
          (d)    draft formal notice of listing.
           
          (e)    [Repealed 1 November 2020]
           
          (f)    [Repealed 1 November 2020]
           
          (g)    [Repealed 1 November 2020]
           
          (h)    [Repealed 1 November 2020]
           
          (i)    if an issue is convertible into shares a copy of the approvals authorising the issue and listing of those shares.
           
          (j)    a written statement by the issuer’s duly authorised representative confirming:
           
          (1)    where the issuer is not listed on the Exchange, the issuer has been validly incorporated or established in its place of incorporation or establishment; and
           
          (2)    the issuer has obtained all necessary internal authorisations to issue and allot the debt securities, make an application for listing and issue the listing document.
           
          (k)    if an issue is guaranteed, a written statement by the guarantor’s duly authorised representative confirming:
           
          (1)    where the guarantor is not listed on the Exchange, the guarantor has been validly incorporated or established in its place of incorporation or establishment; and
           
          (2)    the guarantor has obtained all necessary internal authorisations to approve the listing application and the issuing of the listing document.
           
          An issuer may submit drafts of the application form in (a) and the confirmation in (j) and (k) to enable the Exchange to consider whether an issue and issuer are eligible for listing. The final confirmation in (j) and (k) may be submitted after the listing application but before listing.

        • 30.29

          After the Exchange has considered an application it will issue a Listing Eligibility letter. In this letter it will advise an issuer whether it and its debt securities are eligible for listing. The Exchange will also indicate whether it requires inclusion of additional information in the listing document. The letter is valid for three months from the date of issue. For routine applications the Exchange aims to issue this letter 5 business days after it receives the application.

        • 30.30

          An issuer must not issue the listing document in final form until the Exchange has confirmed that the issuer may issue it. A draft may be circulated for the purpose of arranging underwriting, syndication and marketing of the offering to Professional Investors.

        • 30.31

          In the period from when the listing document is issued to the date of listing an issuer must advise the Exchange of any material event that it would have disclosed in the listing document if it had been aware of the event before the listing document was finalised.

        • 30.32

          An issuer must publish a formal notice before listing. The notice must be in English or Chinese. A model form of notice is set out in Appendix 10.

        • 30.32A

          An issuer must also publish on the GEM website the listing document (in English or Chinese) on the listing date. For debt issuance programmes this requirement applies to the base listing document and the supplementary listing document (including but not limited to the pricing supplement) for each issue of listed debt securities under the programme.

      • Programmes

        • 30.33

          This section sets out the procedures for listing securities under a programme that the Exchange has approved.

        • 30.34

          A debt programme that the Exchange has approved is valid for issuing debt securities for one year after the date it is published.

        • 30.35

          An issuer must submit the pricing supplement for an issue under a programme before 2:00 pm of the business day before listing is required to become effective. It must not issue the pricing supplement until the Exchange has confirmed that the issuer may issue it.

        • 30.36

          The Exchange will approve the listing of all securities issued under a valid programme subject to the issuer:
           
          (a) notifying it of the final terms of each issue;
           
          (b) confirming that the securities have been issued; and
           
          (c) paying the appropriate listing fee before listing.

      • Continuing Obligations

        • 30.37

          This section sets out the obligations that apply to an issuer if the Exchange agrees to list its securities. If the securities are guaranteed then the guarantor must also comply with the obligations set out in rules 30.38, 30.39, 30.39A, 30.40, 30.40A, 30.40D, 30.40E and 30.46 and accordingly, references in these rules to “issuer” shall be construed accordingly to mean the “guarantor” and references to “issuer’s listed debt securities”, “its listed debt securities” and “the listed debt securities” shall be construed accordingly to mean the listed debt securities guaranteed by the guarantor.  An issuer (and a guarantor, if any) must comply with these obligations:

          (a)    until the securities expire or
           
          (b)    until they are withdrawn from listing.

        • 30.38

          If an issuer is required to announce information then:
           
          (a)    it must do so by an announcement under rules 16.17 and 16.18, except that the announcement may be in English or Chinese only; and
           
          (b)    the announcement must include the following disclaimer:

          "Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document."

        • 30.39

          An issuer must comply with the GEM Listing Rules in force from time to time.

        • 30.39A

          When the Exchange makes enquiries concerning unusual movements in the price or trading volume of an issuer’s listed debt securities, the possible development of a false market in its listed debt securities, or any other matters, the issuer must respond promptly as follows:
           
          (a)    provide to the Exchange and, if requested by the Exchange, announce, any information relevant to the subject matter(s) of the enquiries which is available to it, so as to inform the market or to clarify the situation; or
           
          (b)    if, and only if, the directors of the issuer, having made such enquiry with respect to the issuer as may be reasonable in the circumstances, are not aware of any matter or development that is or may be relevant to the unusual trading movement of its listed debt securities, or information necessary to avoid a false market, or any inside information which needs to be disclosed under the Inside Information Provisions, and if requested by the Exchange, make an announcement containing a statement to that effect.

        • 30.40

          An issuer must as soon as reasonably practicable, after consultation with the Exchange, announce any information which:
           
          (a)    [Repealed 1 January 2013]
           
          (b)    is necessary to avoid a false market in its listed debt securities where in the view of the Exchange there is or there is likely to be a false market in its listed debt securities.
           
          Note: If an issuer believes that there is likely to be a false market in its listed debt securities, it must contact the Exchange as soon as reasonably practicable.
           
          (c)    [Repealed 1 January 2013]

        • 30.40A

          The issuer must as soon as reasonably practicable announce any information which may have a material effect on its ability to meet the obligations under the listed debt securities.

        • 30.40B

          (a) Where an issuer is required to disclose inside information under the Inside Information Provisions, it must also simultaneously announce the information.
          (b) An issuer must simultaneously copy to the Exchange any application to the Commission for a waiver from disclosure under the Inside Information Provisions, and promptly upon being notified of the Commission's decision copy it to the Exchange.

        • 30.40C

          An issuer must, as soon as reasonably practicable, apply for a trading halt or a trading suspension where there is information under rule 30.40 or rule 30.40A, or inside information which must be disclosed under the Inside Information Provisions, or inside information which is the subject matter of an application to the Commission for a waiver but its confidentiality has been lost, and the information cannot be announced promptly.

        • 30.40D

          An issuer must, after trading in its listed debt securities has been suspended, publish quarterly announcements of its developments.

        • 30.40E

          An issuer must as soon as reasonably practicable announce any information which relates to:
           
          (a)    a default on its listed debt securities;
           
          (b) the appointment of a receiver or manager either by any court having jurisdiction or any application to any court having jurisdiction for the appointment of a receiver or manager, or equivalent action in the country of incorporation or other establishment, in respect of the business or any part of the business of the issuer or the property of the issuer;
           
          (c) the presentation of any winding-up petition, or equivalent application in the country of incorporation or other establishment, or the making of any winding-up order or the appointment of a provisional liquidator, or equivalent action in the country of incorporation or other establishment, against or in respect of the issuer; or
           
          (d) the passing of any resolution by the issuer that it be wound up by way of members’ or creditors’ voluntary winding-up, or equivalent action in the country of incorporation or other establishment.

        • 30.41

          An issuer must announce as soon as possible:
           
          (a)    if aggregate redemptions or cancellations exceed 10% and every subsequent 5% interval of an issue; or
           
          (b)    any public disclosure made on another stock exchange about its listed debt securities.

        • 30.42

          An issuer must notify the Exchange in advance of any proposal to:
           
          (a)    replace a trustee for bondholders; or
           
          (b)    amend the trust deed; or
           
          (c)    amend the terms of convertible listed debt securities unless that amendment occurs automatically in accordance with their terms.
           
          An issuer must not proceed with any proposed change until the Exchange has advised whether it will impose conditions for the change.

        • 30.43

          An issuer must notify the Exchange as soon as possible if:
           
          (a) it has repurchased and cancelled all of an issue of its listed debt securities; or
           
          (b) it has redeemed all of an issue of its listed debt securities prior to the maturity date; or
           
          (c) all of an issue of convertible listed debt securities has been fully converted.
           
          In each case, the issuer must apply to the Exchange for the listed debt securities to be delisted. The Exchange will then formally delist such debt securities.

        • 30.44

          An issuer must notify the Exchange as soon as possible if its listed debt securities are listed on another stock exchange.

        • 30.45

          An issuer must provide the Exchange with a copy of any circular that that is sent to bondholders or to any trustee. If the circular is published on a website and the issuer notifies the Exchange when it is published on that site it does not have to send it a printed copy.

        • 30.46

          If an issuer is a body corporate it must provide the Exchange with its annual accounts and any interim report when they are issued. An issuer is exempt from this requirement if its securities are guaranteed by a body corporate in which case it must provide the guarantor's annual accounts and interim report. The Exchange will accept a printed or electronic copy. If the annual accounts or interim report are published on a website and the issuer notifies the Exchange when they are published on that site it does not have to send it a printed copy.

      • Authorised Representatives

        • 30.47

          An issuer must appoint two authorised representatives to communicate with the Exchange and must notify the Exchange of any change of representative. The representatives do not have to be resident in Hong Kong.

      • Other

        • 30.48

          If an issuer or its debt securities does not comply with these requirements the Exchange will not list them unless it agrees to modify these requirements.

        • 30.49

          The Exchange may accept or reject a listing application or make listing subject to additional conditions.

        • 30.50

          The Exchange may impose additional obligations on an issuer or guarantor. The Exchange will allow an issuer or guarantor to make representations before imposing requirements on it that are not imposed on issuers or guarantors of debt securities generally.

      • Definitions

        • 30.51

          In this Chapter the following definitions apply:

          "bearer securities" securities transferable to bearer
           
          "convertible debt securities" debt securities convertible into or exchangeable for equity securities or other property and debt securities with non-detachable options, warrants or similar rights to subscribe or purchase equity securities or other property attached
           
          "debt issuance programmes" issues of debt securities where only part of the maximum principal amount or aggregate number of securities under the issue is issued initially and a further tranche or tranches may be issued subsequently
           
          "debt securities" debenture or loan stock, debentures, bonds, notes and other securities or instruments acknowledging, evidencing or creating indebtedness, whether secured or unsecured and options, warrants or similar rights to subscribe or purchase any of the foregoing and convertible debt securities
           
          "listed debt securities"    debt securities that are listed on the Exchange
           
          "Professional Investor" (a)    For a person in Hong Kong a professional investor as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance (including those prescribed by rules made under section 397 of that Ordinance); or
          (b) For a person outside Hong Kong, a professional investor is a person to whom securities may be sold in accordance with a relevant exemption from public offer regulations in that jurisdiction
           
          "stock exchange" Any stock exchange that is a member of the World Federation of Exchanges

    • Chapter 31 Continuing Obligations

      • Preliminary

        • 31.01

          This Chapter does not apply to debt issues to professional investors only. An issuer of debt securities and its guarantor, in the case of a guaranteed issue, shall comply (and each undertakes pursuant to the issuer's application for listing (Appendix 5C), once any such debt securities have been admitted to listing, to comply), at all times, with all of the requirements of the GEM Listing Rules relevant to issuers of debt securities, save for any that are stated not to apply.

          Notes:

          1 References in this Chapter to issuers shall apply equally to guarantors in the case of guaranteed issues.
          2 If the issuer or guarantor, in the case of a guaranteed issue, has equity securities listed on GEM, it is also obliged to comply with all of the requirements of the GEM Listing Rules relevant to issuers of equity securities (see Chapter 17).

        • 31.02

          The Exchange is available to all issuers to help and advise in the strictest confidence on the interpretation of the requirements of their continuing obligations.

        • 31.03

          Unless otherwise stated, the publication requirements contained in Chapter 16 apply to all announcements (including notices) required of an issuer or guarantor under the GEM Listing Rules, all listing documents, annual reports and accounts (including, where applicable, summary financial reports), half-year and quarterly reports and circulars to holders of its listed securities required of an issuer under the GEM Listing Rules and all other documents which are corporate communications required of an issuer under the GEM Listing Rules.

        • 31.03A

          An issuer of listed debt securities may avail itself of the provisions of rule 16.04A.

        • 31.03B

          An issuer of listed debt securities may avail itself of the provisions of rule 16.04B.

      • Continuing disclosure obligations

        • General obligation of disclosure (31.04)

          • 31.04

            Generally and apart from compliance with all the specific requirements of the GEM Listing Rules, an issuer must comply with the following:

            (1) [Repealed 1 January 2013]
            (2) Without prejudice to rule 31.05, where in the view of the Exchange there is or there is likely to be a false market in its listed debt securities, an issuer must, as soon as reasonably practicable after consultation with the Exchange, announce the information necessary to avoid a false market in its securities.

            Note: If an issuer believes that there is likely to be a false market in its listed debt securities, it must contact the Exchange as soon as reasonably practicable.
            (3) [Repealed 1 January 2013]
            (4) If the securities are guaranteed, the guarantor must immediately announce any information which may have a material effect on its ability to meet the obligations under the debt securities.
            (5)
            (a) Where an issuer is required to disclose inside information under the Inside Information Provisions, it must also simultaneously announce the information.
            (b) An issuer must simultaneously copy to the Exchange any application to the Commission for a waiver from disclosure under the Inside Information Provisions, and promptly upon being notified of the Commission's decision copy the Exchange with the Commission's decision.
            (6) An issuer and its directors must take all reasonable steps to maintain strict confidentiality of inside information until it is announced.
            (7) An issuer must not divulge any information in such a way as to place in a privileged dealing position any person or class or category of persons. It must not release any information in such a way that Exchange transactions may be entered into at prices which do not reflect the latest available information.
            (8) An issuer and its directors must seek to ensure that dealings do not take place between parties one of whom does not have inside information which the other possesses.
            (9)
            (a) If, during the period of any profit forecast made by the issuer:—
            (i) an event occurs which, had it been known when the profit forecast was made, would have caused any of the assumptions upon which the forecast is based to have been materially different; or
            (ii) profit or loss is generated by some activity outside the issuer's ordinary and usual course of business (which was not disclosed as anticipated in the document containing the profit forecast) and which materially contributes to or reduces, or is likely to materially contribute to or reduce, the profits for such period,
            the issuer must promptly announce the event and relevant details. In the announcement, the issuer must also indicate the likely impact of that event or activity on the profit forecast al made.
            (b) The issuer must announce the information under rule 31.04(9)(a) as soon as it becomes aware that it is likely that the contribution to or reduction in the profits made or to be made by profit or loss generated or to be generated as aforesaid will be material.
            Notes:
            1 [Repealed 1 January 2013]
            2 [Repealed 1 January 2013]
            3 [Repealed 1 January 2013]
            4 [Repealed 1 January 2013]
            5 [Repealed 1 January 2013]
            6 [Repealed 1 January 2013]
            7 Any obligation to inform holders of the issuer's debt securities or the public will be satisfied by the information being announced in accordance with rule 31.03.
            8 [Repealed 1 January 2013]
            9 [Repealed 1 January 2013]
            10 [Repealed 1 January 2013]
            11 [Repealed 1 January 2013]
            12 [Repealed 1 January 2013]
            13 [Repealed 1 January 2013]
            14 [Repealed 1 January 2013]
            15 [Repealed 1 January 2013]

        • Response to enquiries (31.05-31.05A)

          • 31.05

            Where the Exchange makes enquiries concerning unusual movements in the price or trading volume of its listed debt securities, the possible development of a false market in its securities, or any other matters, the issuer must respond promptly as follows:

            (1) provide to the Exchange and, if requested by the Exchange, announce, any information relevant to the subject matter(s) of the enquiries which is available to it, so as to inform the market or to clarify the situation; or
            (2) if, and only if, the directors of the issuer, having made such enquiry with respect to the issuer as may be reasonable in the circumstances, are not aware of any matter or development that is or may be relevant to the unusual trading movement of its listed debt securities, or information necessary to avoid a false market, or any inside information which needs to be disclosed under the Inside Information Provisions, and if requested by the Exchange, make an announcement containing a statement to that effect (see note 1 below).

            Notes: 1. The form of the announcement referred to in rule 31.05(2) is as follows:

            "This announcement is made at the request of The Stock Exchange of Hong Kong Limited. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

            We have noted [the recent increases/decreases in the price and/or trading volume of the debt securities of the Company] or [We refer to the subject matter of the Exchange's enquiry]. Having made such enquiry with respect to the issuer as is reasonable in the circumstances, we confirm that we are not aware of [any reasons for these movements] or of any information which must be announced to avoid a false market in the Company's securities or of any inside information that needs to be disclosed under Part XIVA of the Securities and Futures Ordinance.

            This announcement is made by the order of the Company. The Company's Board of Directors collectively and individually accepts responsibility for the accuracy of this announcement."
            2. An issuer does not need to disclose inside information under the Rules if disclosure of the information is exempted under the Inside Information Provisions.
            3. The Exchange reserves the right to direct a trading halt of an issuer's securities if an announcement under rule 31.05(1) or 31.05(2) cannot be made promptly.

          • 31.05A

            Without prejudice to the Exchange's ability to direct the halt, suspension and resumption of trading in an issuer's listed debt securities, an issuer and/or the guarantor of the issued debt securities must, as soon as reasonably practicable, apply for a trading halt or a trading suspension in any of the following circumstances where an announcement cannot be made promptly:

            (1) the issuer and/or the guarantor has information which must be disclosed under rule 31.04(2) or (4); or
            (2) the issuer and/or the guarantor reasonably believes that there is inside information which must be disclosed under the Inside Information Provisions; or
            (3) circumstances exist where the issuer and/or the guarantor reasonably believes or it is reasonably likely that confidentiality may have been lost in respect of inside information which:
            (a) is the subject of an application to the Commission for a waiver; or
            (b) falls within any of the exceptions to the obligation to disclose inside information under the Inside Information Provisions in section 307D(2) of the SFO.

            Note: An issuer and/or the guarantor does not need to disclose inside information under the Rules if disclosure of the information is exempted under the Inside Information Provisions.

        • Dual listing disclosure obligation (31.06)

          • 31.06

            If debt securities of the issuer are also listed on another stock exchange, the Exchange must be simultaneously informed of any information released to any of such other exchanges and the issuer must ensure that such information is announced at the same time as it is released to the other markets.

      • Winding-up and liquidation

        • 31.07

          The issuer shall inform the Exchange of the happening of any of the following events, as soon as it comes to its attention:—

          (1) the appointment of a receiver or manager either by any court having jurisdiction or under the terms of a debenture or any application to any court having jurisdiction for the appointment of a receiver or manager, or equivalent action in the country of incorporation or other establishment, in respect of the business or any part of the business of the issuer or the property of the issuer, its holding company or any major subsidiary;
          (2) the presentation of any winding-up petition, or equivalent application in the country of incorporation or other establishment, or the making of any winding-up order or the appointment of a provisional liquidator, or equivalent action in the country of incorporation or other establishment, against or in respect of the issuer, its holding company or any major subsidiary;
          (3) the passing of any resolution by the issuer, its holding company or any major subsidiary that it be wound-up by way of members' or creditors' voluntary winding-up, or equivalent action in the country of incorporation or other establishment;
          (4) the entry into possession of or the sale by any mortgagee of a portion of the issuer's assets which in aggregate value represents an amount in excess of 15% of the consolidated net tangible assets of the group as shown in the issuer's latest audited consolidated financial statement; or
          (5) the making of any final judgment, declaration or order by any court or tribunal of competent jurisdiction whether on appeal or at first instance which is not subject to any or further appeal, which may adversely affect the issuer's enjoyment of any portion of its assets which in aggregate value represents an amount in excess of 15% of the consolidated net tangible assets of the group as shown in the issuer's latest audited consolidated financial statement.

          For the purposes of this rule, a "major subsidiary" means a subsidiary representing 15% or more of the consolidated net tangible assets or pre-tax trading profits of the group as shown in the issuer's latest audited consolidated financial statement.

      • General matters relevant to the issuer's debt securities

        • Changes of rights attaching to securities (31.08)

          • 31.08

            An issuer shall inform the Exchange and make an announcement concerning any changes in the rights attaching to any class of listed debt securities (including any change in the rate of interest carried) and any change in the rights attaching to any shares into which any listed debt securities are convertible or exchangeable.

        • Altering the terms of the existing warrants (31.09)

          • 31.09

            Without prejudice to the generality of rule 31.08, where an issuer proposes to alter the terms of existing options or warrants to subscribe debt securities, the issuer must comply with the provisions of rule 33.04.

        • Altering the terms of convertible debt securities (31.10)

          • 31.10

            Without prejudice to the generality of rule 31.08, where an issuer proposes to alter the terms of existing convertible debt securities, the issuer must comply with the provisions of rule 34.05.

        • Decisions to pass interest payments (31.11)

          • 31.11

            An issuer shall announce details of any decision to pass any interest payment on listed debt securities as soon as reasonably practicable after the decision has been made.

        • Purchase, redemption or cancellation (31.12)

          • 31.12

            An issuer shall announce as soon as practicable after any purchase, redemption or cancellation by the issuer, or any member of the group, of its listed debt securities. The announcement should also state the amount of the relevant debt securities outstanding after such operations.

            Note: Purchases of debt securities may be aggregated and an announcement should be made when 5% of the outstanding amount of a debt security has been acquired. If the issuer or the group purchases further amounts of that security an announcement should be made whenever an additional 1% has been acquired.

        • Other listings (31.13)

          • 31.13

            An issuer shall inform the Exchange immediately and publish an announcement, at such time as any of its debt securities (or the debt securities of any of its subsidiaries) become listed or dealt in on any other stock exchange or securities market other than GEM, stating which stock exchange or securities market and of any consequences to the holders of its listed debt securities.

      • Notification

        • After board meetings (31.14)

          • 31.14

            The issuer shall inform the Exchange and publish an announcement immediately after approval by or on behalf of the board of directors or other governing body of:—

            (1) any decision to pass any interest payment on listed debt securities;
            (2) any proposed change in the capital structure;

            Note: Once a decision has been made to submit any such proposal to the board, no dealings in any of the relevant debt securities should be effected by or on behalf of the issuer or any of its subsidiaries until the proposal has been announced or abandoned.
            (3) any new issues of debt securities and, in particular, any guarantee or security in respect thereof;

            Note: The notification of a new issue may be delayed while a marketing or underwriting is in progress (see also Note 1 to rule 31.04).
            (4) any drawing, cancellation or redemption of listed debt securities; and
            (5) any decision to change the general character or nature of the business of the issuer or group.

            Note: In discharging the obligations as set out in this rule, regard should be had to the provisions of rules 2.21 and 2.22, in particular as regards the Exchange's requirements in respect of the communication of information of an urgent nature.

        • Changes (31.15)

          • 31.15

            The issuer shall inform the Exchange and publish an announcement immediately after (and for the purpose of providing details of) any decision made with regard to:—

            (1) any proposed material alteration of the issuer's memorandum or articles of association or equivalent documents which would affect the rights of holders of its listed debt securities;
            (2) any changes in its directorate, and shall procure that each new director or member of its governing body shall sign and lodge with the Exchange no later than 14 business days prior to the proposed date of his appointment a declaration, undertaking and acknowledgement in the relevant form set out in Appendix 6;
            (3) any change in the rights attaching to any class of listed debt securities (including any change in the rate of interest carried by a debt security) and any change in the rights attaching to any shares into which any listed debt securities are convertible or exchangeable; and
            (4) any change in its secretary, auditors or registered office or registered place of business in Hong Kong.

        • Information relating to rights involving the share capital of another company (31.16)

          • 31.16

            Where listed debt securities carry rights of conversion or exchange into or subscription for the share capital of another company, or are guaranteed by another company, the issuer must ensure that adequate information is at all times available about the other company and about any changes in the rights attaching to the shares to which such rights of conversion, exchange or subscription relate. This must include the availability of the annual report and accounts of the other company together with its half-yearly, quarterly or other interim reports and any other information necessary for a realistic valuation of such listed debt securities to be made.

        • Proposed drawings and closure of books (31.17)

          • 31.17

            The issuer shall inform the Exchange in advance of all proposed drawings to effect partial redemptions, and, in the case of registered debt securities, the date on which it is proposed to close the books for the purpose of making a drawing. The Exchange must be informed immediately of the amount of the debt securities outstanding after any such drawing has been made.

      • Amendments to company information sheet

        • 31.18

          An issuer (but not for the avoidance of doubt a guarantor in the case of a guaranteed issue) shall submit to the Exchange (in the electronic format specified by the Exchange from time to time) for publication on the GEM website a revised company information sheet, in the prescribed form set out in Appendix 5F, together with a hard copy duly signed by or on behalf of each of the directors of the issuer, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.

      • Announcements, circulars and other documents

        • General (31.19-31.19A)

          • 31.19

            In addition to the specific requirements set out in the GEM Listing Rules, the issuer shall:—

            (1) submit to the Exchange copies of drafts, for review before they are issued, of any announcements or advertisements relating to the issue of new or further debt securities or any announcements or advertisements the subject matter of which may involve a change in or relate to or affect arrangements regarding trading in its listed debt securities (including a suspension of dealings);
            (2) submit to the Exchange copies of drafts, for review before they are issued, of any proposed amendment to its memorandum or articles of association or equivalent document which would affect the rights of the holders of its listed debt securities; and
            (3) not issue any of such documents until the Exchange has confirmed to the issuer that it has no further comments thereon.

            Notes:
            1  4 copies of each document are required, which should be submitted in sufficient time for review and, if necessary, re-submission prior to dissemination or final printing.
            2  Every announcement or advertisement which has been reviewed by the Exchange in accordance with the provisions of rule 31.19(1) must contain on the front cover or on the top of the announcement or advertisement a prominent and legible disclaimer statement in the form set out in rule 2.19.

          • 31.19A

            The Exchange shall be authorised by the issuer to file "applications" (as defined in section 2 of the Statutory Rules) and those corporate disclosure materials within the meaning of sections 7(1) and (2) of the Statutory Rules received by the Exchange with the Commission pursuant to sections 5(2) and 7(3) of the Statutory Rules respectively and issuers shall be deemed to have agreed to the above by filing such applications and corporate disclosure materials with the Exchange. The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, the issuer undertakes to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require. Applications and relevant corporate disclosure materials shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe.

        • Presentation of information (31.20)

          • 31.20

            Without prejudice to any specific requirements of the GEM Listing Rules as to content or responsibility for the document in question, any announcement or corporation communication required pursuant to the GEM Listing Rules must be prepared having regard to the following general principles:—

            (1) the information contained in the document must be clearly presented and in plain language; and
            (2) the information contained in the document must be accurate and complete in all material respects and not be misleading or deceptive. In complying with this requirement, the issuer must not, among other things:—
            (a) omitt material facts of an unfavourable nature or fail to accord them with appropriate significance;
            (b) present favourable possibilities as certain or as more probable than is likely to be the case;
            (c) present projections without sufficient qualification or explanation; or
            (d) present risk factors in a misleading way.

        • Forwarding of documents, circulars, etc. (31.21)

          • 31.21

            The issuer shall forward to the Exchange:—

            (1) 1 copy of each of the English language version and the Chinese language version of:—
            (a) [Repealed 1 September 2008]
            (b) the annual report and accounts and, where applicable, the summary financial report at the same time as they are despatched to the holders of its listed debt securities with registered addresses in Hong Kong; and
            (c) any half-year or quarterly report prepared by the issuer as soon as possible after it has been approved by the board of directors of the issuer;

            Note: Wherever practicable the issuer should provide the Exchange with such reasonable number of additional copies of these documents as the Exchange may request.
            (2) 1 copy of notices of meetings and notices by advertisement to holders of its bearer debt securities at the same time as they are issued; and
            (3) upon request by the Exchange, such number as may be requested of certified copies of all resolutions of the holders of listed debt securities, within 15 days after they are passed.

        • Circulars to holders of debt securities (31.22)

          • 31.22

            (1) In the event of a circular being issued to the holders of any of the issuer's listed debt securities, the issuer shall issue a copy or summary of such circular to the holders of all its other debt securities listed on the Exchange (not being bearer debt securities) unless the contents of such circular are of no material concern to such other holders.

            Note: Where there is a class of listed debt securities in bearer form, it will be sufficient to publish on the GEM website in accordance with Chapter 16 an announcement referring to the circular and giving an address or addresses from which copies can be obtained.
            (2) The issuer must ensure that all necessary facilities and information are available to enable holders of its listed debt securities to exercise their rights. In particular, it must inform holders of the holding of meetings which they are entitled to attend, enable them to exercise their right to vote, where applicable, and publish on the GEM website in accordance with Chapter 16 notices or distribute circulars giving details of the allocation and payment of interest in respect of such securities, the issue of new debt securities (including arrangements for the allotment, subscription, renunciation, conversion or exchange of such debt securities) and repayment of debt securities.

      • Trading and settlement

        • Registration services, issue of certificates, registration and other fees (31.23-31.33)

          • 31.23

            The issuer (or its paying agent or registrar) must provide a standard securities registration service in relation to its listed securities in accordance with rule 31.27. The issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an optional securities registration service in accordance with rule 31.28 and/or an expedited securities registration service in accordance with rule 31.29. The issuer (or its paying agent or registrar) must also provide a bulk securities registration service in accordance with rule 31.30 and a certificate replacement service in accordance with rule 31.31. The issuer shall ensure that where the issuer (or its paying agent or registrar) charges a fee for registering transfers or cancelling, splitting, consolidating or issuing definitive certificates relating to the issuer's listed securities, such fee must not exceed, in total, the applicable amounts prescribed in rules 31.24 to 31.31.

          • 31.24

            The issuer shall ensure that where the issuer (or its paying agent or registrar) charges a fee for registering other documents relating to or affecting the title to the issuer's listed securities (e.g. probate, letters of administration, certificates of death or marriage, powers of attorney or other instruments or memoranda and articles of association in respect of a new corporate holder) or for marking or noting documents, such fee must not exceed HK$5 per item per register.

            Note: "per item" shall be defined to mean each of such other documents submitted for registration.

          • 31.25

            It is the responsibility of an issuer whose paying agent or registrar is in breach of any of rules 31.23 to 31.33 to report such breach to the Exchange as soon as it becomes aware of the breach and the Exchange reserves the right to communicate such information to the Commission.

          • 31.26

            Save as provided above the issuer shall ensure that neither it nor its paying agent or registrar or other agents will charge holders or transferee any other fees for any dealings with them in connection with the transfer or transmission of its listed securities.

          • 31.27

            (1) Standard securities registration service: The issuer shall (or shall procure that its paying agent or registrar shall) issue definitive certificates arising out of a registration of transfer or the cancelling, splitting, consolidating or issuing (otherwise than pursuant to rule 31.31 of certificates within:—
            (a) 10 business days of the date of expiration of any right of renunciation; or
            (b) 10 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
            (2) The fee for registration pursuant to the standard securities registration service shall not exceed, in total, the higher of the following:—
            (a) HK$2.50 multiplied by the number of certificates issued; or
            (b) HK$2.50 multiplied by the number of certificates cancelled.

          • 31.28

            (1) Optional securities registration service: The issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an optional securities registration service under which definitive certificates are required to be issued within:—
            (a) 6 business days of the date of expiration of any right of renunciation; or
            (b) 6 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
            (2) The fee for registration pursuant to the optional securities registration service shall not exceed, in total, the higher of the following:—
            (a) HK$3.00 multiplied by the number of certificates issued; or
            (b) HK$3.00 multiplied by the number of certificates cancelled.
            (3) If the issuer (or its paying agent or registrar) fails to effect any registration within the period of 6 business days specified in rule 31.28(1), the fee for such registration shall be that determined in accordance with rule 31.27(2).

          • 31.29

            (1) Expedited securities registration service: The issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an expedited securities registration service under which definitive certificates are required to be issued within:—
            (a) 3 business days of the date of expiration of any right of renunciation; or
            (b) 3 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
            (2) The fee for registration pursuant to the expedited securities registration service shall not exceed, in total, the higher of the following:—
            (a) HK$20.00 multiplied by the number of certificates issued; or
            (b) HK$20.00 multiplied by the number of certificates cancelled.
            (3) If the issuer (or its paying agent or registrar) fails to effect any registration within the period of 3 business days specified in rule 31.29(1), the registration shall be performed free of charge.

          • 31.30

            (1) Bulk securities registration service: The issuer shall (or shall procure that its paying agent or registrar shall) provide a bulk securities registration service, for transfers of listed securities representing 2,000 or more board lots of the issuer's listed securities where the securities are being transferred from the name of a single holder into the name of another or the same single holder. Certificates shall be issued pursuant to the bulk securities registration service within 6 business days of the receipt of properly execute transfers or other relevant documents or the relevant certificates.
            (2) The fee for registration pursuant to the bulk securities registration service shall not exceed, in total, the higher of the following:—
            (a) HK$2.00 multiplied by the number of certificates issued; or
            (b) HK$2.00 multiplied by the number of certificates cancelled.

          • 31.31

            Certificate replacement service: The issuer shall (or shall procure that its paying agent or registrar shall) provide a certificate replacement service. The fee for replacing certificates:—

            (1) representing securities with a market value of HK$200,000 or less (at the time the request for replacement is made) for a person named on the register shall not exceed HK$200.00, plus the costs incurred by the issuer (or its paying agent or registrar) in publishing the required public notice; or
            (2) either:—
            (a) representing securities with a market value of more than HK$200,000 (at the time the request for replacement is made); or
            (b) for a person not named on the register (irrespective of the market value of the securities concerned);
            shall not exceed HK$400.00, plus the costs incurred by the issuer (or its paying agent or registrar) in publishing the required public notice.

          • 31.32

            For the purposes of rules 31.23 to 31.31:—

            (1) the expression "business day" shall exclude Saturdays, Sundays and public holidays in Hong Kong; and
            (2) in computing any period of business days, such period shall be inclusive of the business day on which the relevant transfers, certificates or other documents were received (or, if such documents were not received on a business day, the business day next following their receipt) and of the business day on which the relevant certificates were delivered or otherwise made available.

          • 31.33

            References in rules 31.23 to 31.32 to the issuer's registrar or paying agent providing a service, or to the issuer procuring that its registrar or paying agent shall provide a service, shall not relieve the issuer of any obligations in respect of any acts or omissions of its registrar or paying agent.

        • Trading limits (31.34)

          • 31.34

            Where the market price of the debt securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities.

      • Miscellaneous obligations

        • Paying agent (31.35)

          • 31.35

            An issuer or its guarantor must appoint and maintain a paying agent and/or, where appropriate, a registrar in Hong Kong until the date on which no listed debt security is outstanding, unless the issuer itself performs these functions. Such paying agent must provide facilities for obtaining new debt securities, in accordance with the terms and conditions of the debt securities, to replace those debt securities which have been damaged, lost, stolen or destroyed and for all other purposes provided for in the terms and conditions of the debt securities.

        • Equality of treatment (31.36)

          • 31.36

            An issuer shall ensure equality of treatment for all holders of its listed debt securities of the same class in respect of all rights attaching to such securities.

            Note: In the case of overseas issuers, the Exchange may in exceptional circumstances, permit early repayment contrary to this rule, provided that such repayment is in accordance with national law.

      • Financial information

        • Availability of annual report and accounts (31.37)

          • 31.37

            If the documents of title to any listed debt securities are in bearer form, the time and place in Hong Kong at which copies of the accounts of the issuer and auditors' report and directors' report thereon may be obtained without charge must be published on the GEM website in accordance with Chapter 16. Where another company provides a guarantee for the debt security or where the debt security is convertible, exchangeable or carries subscription rights which are exercisable into the securities of another company, copies of the accounts of that other company and of the auditors' report and directors' report thereon must also be so available and the advertisement must also state this.

        • Distribution of annual report and accounts (31.38-31.39)

          • (1) If the issuer is incorporated or otherwise established in Hong Kong it shall send to:—
            (a) the trustee or fiscal agent in respect of its listed debt securities; and
            (b) every holder of its listed debt securities (not being bearer debt securities),
            a copy of either (i) its annual report including its annual accounts and, where the issuer prepares consolidated financial statements as referred to in section 379(2) of the Companies Ordinance, the consolidated financial statements or (ii) its summary financial report, not less than 21 days before the date of the issuer's annual general meeting. The Issuer may send a copy of its summary financial report to a member and a holder of its listed securities in place of a copy of its annual report and accounts, provided that it complies with the relevant provisions set out in sections 437 to 446 of the Companies Ordinance and in the Companies (Summary Financial Reports) Regulation or, in the case of overseas issuers, with provisions no less onerous than the above provisions for listed issuers incorporated in Hong Kong. An issuer, whose equity securities are not listed, may not distribute a summary financial report in place of its annual report.
            (2) Nothing in rule 31.38(1) shall require the issuer to send any of the documents referred to therein to:—
            (a) a person of whose address the issuer is unaware; or
            (b) more than one of the joint holders of any of its listed debt securities.
            Notes:
            1 The directors' report, auditors' report, annual accounts and, where applicable, summary financial report must be in the English language and must be accompanied by a Chinese translation or be in the Chinese language accompanied by an English translation.
            2 Sections 429 and 431 of the Companies Ordinance require the directors of a Hong Kong issuer to lay the issuer's annual financial statements before its members at its annual general meeting within the period of 6 months after the end of the financial year or accounting reference period to which the annual financial statements relate.
            3 The Exchange may at its discretion suspend dealings in or cancel the listing of the debt securities of companies which fall into arrears in the issue of its directors' report and accounts. If the listed issuer has significant interests outside Hong Kong it may apply for an extension of the 6 month period. However, attention of a Hong Kong issuer is drawn to section 431 of the Companies Ordinance which requires any extension of the time limit to be approved by the Court of First Instance.
            4 The issuer must send 1 copy of each of the English language version and the Chinese language version of the directors' report and annual accounts and, where applicable, the summary financial report to the Exchange at the same time as they are sent to the holders of the issuer's listed debt securities with registered addresses in Hong Kong (see rule 31.21).

          • 31.39

            (1) If the issuer is incorporated or otherwise established outside Hong Kong it shall send to:—
            (a) the trustee or fiscal agent in respect of its listed debt securities; and
            (b) every holder of its listed debt securities (not being bearer securities),
            a copy of either (i) the annual report and accounts and, where the issuer prepares group accounts, its group accounts, together with a copy of the auditors' report or (ii) the summary financial report not less than 21 days before the date of the issuer's annual general meeting nor more than 6 months after the end of the financial year to which they relate.
            (2) The issuer shall make up its annual accounts to a date falling not more than 6 months before the date of its annual general meeting.
            (3) Nothing in rule 31.39(1) shall require the issuer to send any of the documents referred to therein to:—
            (a) a person of whose address the issuer is unaware; or
            (b) more than one of the joint holders of any of its listed debt securities.
            Note: The annual report and accounts and, where applicable, the summary financial report must be in the English language and must be accompanied by a Chinese translation or be in the Chinese language accompanied by an English translation.

        • Accounting standards (31.40-31.41)

          • 31.40

            Annual accounts of a listed issuer are required, to conform with the requirements as to accounting standards set out in rules 18.04 to 18.06.

            Note: The issuer must apply one of these standards consistently and shall not change from one standard to the other unless there are reasonable grounds to justify such change. All reasons for any such change must be disclosed in the annual accounts.

          • 31.41

            Where the Exchange, in exceptional circumstances, allows the annual accounts of any overseas issuer to be drawn up otherwise than in conformity with either Hong Kong Financial Reporting Standards or International Financial Reporting Standards, the Exchange will normally require the annual accounts to contain a statement of the financial effect of the material differences (if any) and a summary of any material differences in disclosure (if any) from either of those standards.

        • Annual report and accounts and auditors' report (31.42-31.47)

          • 31.42

            The annual accounts must be audited by a person, firm or company who must be a practising accountant of good standing. Such person, firm or company must also be independent of the issuer to the same extent as that required of an auditor under the Companies Ordinance and in accordance with the statements on independence issued by the International Federation of Accountants and must be:—

            (1) qualified under the Professional Accountants Ordinance for appointment as an auditor of a company; or
            (2) a firm of accountants acceptable to the Exchange which has an international name and reputation and is a member of a recognised body of accountants.

          • 31.43

            The accounts must be audited to a standard comparable to that required in Hong Kong or under International Standards on Auditing or China Auditing Standards.

          • 31.44

            The report of the auditors must be annexed to all copies of the annual accounts required to be sent by the issuer and indicate whether in the opinion of the auditors the accounts give a true and fair view:

            (1) in the case of the issuer's balance sheet, of the state of its affairs at the end of the financial year and in the case of the issuer's profit and loss account, of the profit or loss and cash flows for the financial year; and
            (2) in the case where consolidated accounts are prepared, of the state of affairs and profit or loss of the issuer and cash flows of the group.

          • 31.45

            The report of the auditors must indicate the act, ordinance or other legislation in accordance with which the annual accounts have been drawn up and the authority or body whose auditing standards have been applied.

          • 31.46

            If an overseas issuer is not required to draw up its accounts so as to give a true and fair view but is required to draw them up to an equivalent standard, the Exchange may allow its accounts to be drawn up to that standard. Reference must, however, be made to the Exchange.

          • 31.47

            An auditors' report in a different form may be applicable in the case of banking and insurance companies. The wording of such an auditors' report should make it clear whether or not profits have been stated before transfers to or from undisclosed reserves.

        • Information to accompany directors' report and annual accounts (31.48-31.60)

          • 31.48

            The listed issuer shall include the information set out in rules 31.51 to 31.60 in its director's report and annual accounts and the disclosures required under the relevant accounting standards.

            Note: The annual report and accounts must contain, at a prominent position, and in bold type, a statement about the characteristics of GEM, in the form set out in rule 2.20.

          • 31.49 [Repealed]

            [Repealed 1 April 2015]

          • 31.50 [Repealed]

            [Repealed 1 April 2015]

          • 31.51

            A statement showing:—

            (1) the name of every subsidiary, its principal country of operation, its country of incorporation or other establishment and the kind of legal entity it is registered as (for the purpose of relevant jurisdiction); and
            (2) particulars of the issued share capital and debt securities of every subsidiary; and
            (3) the nature of the business of every subsidiary.
            provided that if, in the opinion of the directors of the listed issuer, the number of them is such that compliance with this rule would result in particulars of excessive length being given, compliance with this rule shall not be required except in the case of subsidiaries carrying on a business the results of the carrying on of which, in the opinion of the directors, materially affected the amount of the profit or loss of the group or the amount of the assets of the group.

          • 31.52

            Details of the classes and numbers of any convertible debt securities, options, warrants or similar rights issued or granted by the listed issuer or any of its subsidiaries during the financial year, together with the consideration received by the listed issuer or any of its subsidiaries therefor.

          • 31.53

            Particulars of any exercise made during the financial year of any conversion or subscription rights under any convertible debt securities, options, warrants or similar rights issued or granted at any time by the listed issuer or any of its subsidiaries.

          • 31.54

            Particulars of any redemption or purchase or cancellation by the listed issuer or any of its subsidiaries of its redeemable debt securities and the amount of such debt securities outstanding after any such redemption or purchase or cancellation has been made. Any such statement must distinguish between those listed securities which are purchased by the issuer (and, therefore, cancelled) and those which are purchased by a subsidiary of the issuer.

          • 31.55

            In the event of trading results shown by the accounts for the period under review differing materially from any published forecast made by the listed issuer, an explanation for the difference.

          • 31.56

            A statement as to the reasons for any significant departure from the accounting standards adopted for the preparation of the issuer's annual financial statements.

          • 31.57

            Except where the listed issuer is a banking company, a statement as at the end of the financial year showing as regards, firstly, bank loans and overdrafts and, secondly, other borrowings of the group, the aggregate amounts repayable:—

            (1) on demand or within a period not exceeding 1 year;
            (2) within a period of more than 1 year but not exceeding 2 years:
            (3) within a period of more than 2 years but not exceeding 5 years; and
            (4) within a period of more than 5 years.

          • 31.58 [Repealed]

            [Repealed 1 April 2015]

          • 31.59 [Repealed]

            [Repealed 1 April 2015]

          • 31.60

            If the relevant annual accounts do not give a true and fair view of the state of affairs and profit or loss and cash flow of the listed issuer or group, more detailed and/or additional information must be provided.

            Note: If listed issuers are in doubt as to what more detailed and/or additional information should be provided, they should apply to the Exchange for guidance.

        • Summary financial reports (31.61)

          • 31.61

            Summary financial reports of listed issuers shall comply with the disclosure requirements set out in the Companies (Summary Financial Reports) Regulation.

    • Chapter 32 Overseas Issuers

      • Preliminary

        • 32.01

          Chapter 30 applies to debt issues to professional investors only by overseas issuers. The GEM Listing Rules apply to other debt issues by overseas issuers as they do to Hong Kong issuers, subject to the additional requirements, modifications or exceptions set out or referred to in this Chapter.

        • 32.02

          Overseas issuers are encouraged to contact the Exchange if they envisage any difficulties in complying fully with the relevant requirements.

      • Qualifications for listing

        • 32.03

          The following requirements (in addition to those specified in Chapter 27 or 30 as appropriate) apply to an overseas issuer:—

          (1) the Exchange reserves the right, in its absolute discretion, to refuse a listing of debt securities of an overseas issuer if it believes that it is not in the public interest to list them; and
          (2)
          (a) in the case of registered securities (other than those transferable by endorsement and delivery), provision must be made for a register of holders to be maintained in Hong Kong, or such other place as the Exchange may agree, and for transfers to be registered locally. The Exchange may, however, consider an alternative proposal for registering transfers for Hong Kong holders in exceptional circumstances; and
          (b) in the case of bearer securities, provision must be made for the payment of interest and repayment of principal in Hong Kong, or such other place as the Exchange may agree.

      • Listing documents

        • 32.04

          The Exchange may be prepared to permit the omission of information otherwise required to be included in any listing document where it considers it appropriate. In considering requests for any such omissions, the Exchange will have regard to:—

          (1) whether the overseas issuer has a listing on a regulated, regularly operating, open stock market recognised for this purpose by the Exchange and conducts its business and makes disclosure according to the accepted standards in Hong Kong; and
          (2) the nature and extent of the regulatory standards and controls to which the overseas issuer is subject in its country of incorporation or other establishment. Overseas issuers who want to omit any of the prescribed information should therefore consult the Exchange at the earliest possible opportunity.

        • 32.05

          The following modifications apply:—

          (1) some of the items of information specified in Part C of Appendix 1 may be inappropriate. In such a case, the item should be appropriately adapted so that equivalent information is given;
          (2) if the overseas issuer does not have a board of directors the statement of responsibility required under paragraph 2 of Part C of Appendix 1 must be made by all the members of the overseas issuer's equivalent governing body and the listing document should be modified appropriately;
          (3) the documents to be offered for inspection will be the documents corresponding to those mentioned in paragraph 53 of Part C of Appendix 1. Where any of such documents are not in the English or Chinese language, a certified English or Chinese translation thereof must be available for inspection. In particular cases, the Exchange may require additional documents to be offered for inspection; and
          (4) overseas issuers which are subject to public reporting and filing obligations in their country of incorporation or other establishment (or listing, if different) may be permitted to incorporate in listing documents relevant documents so published. Such documents must be accompanied, as necessary, by a certified English translation and a certified Chinese translation. The Exchange should be consulted in any such case.

      • Continuing obligations

        • 32.06

          The Exchange may be prepared to agree modifications to the continuing obligations of the overseas issuer as it considers appropriate in a particular case. In particular, in the case of an overseas issuer which has a listing on another regulated, regularly operating, open stock market recognised by the Exchange, the Exchange may accept equivalent continuing obligations imposed by that other stock market. Conversely, the Exchange may impose additional requirements in a particular case.

      • General

        • 32.07

          All documents furnished by an overseas issuer to the Exchange, including accounts, which are in a language other than English or Chinese must be accompanied by a certified English or Chinese translation. If the Exchange so requires, an additional translation must be prepared in Hong Kong at the overseas issuer's expense by such person or persons as the Exchange shall specify.

        • 32.08

          Information to be supplied by overseas issuers in a listing document or accounts notwithstanding any obligation in the GEM Listing Rules, the Statutory Rules or any obligation imposed by the laws of Hong Kong shall not be less than that required to be supplied by the overseas issuer in its place of incorporation or other establishment.

    • Chapter 33 Options, Warrants and Similar Rights

      • 33.01

        This Chapter does not apply to debt issues to professional investors only. This Chapter applies both to options, warrants and similar rights to subscribe or purchase debt securities ("warrants") which are issued or granted on their own by an issuer or any of its subsidiaries and to warrants which are attached to other debt securities. Warrants which are attached to other securities but which are non-detachable are convertible securities and are also subject to the provisions of Chapter 22 (convertible equity securities) or 34 (convertible debt securities), as appropriate.

      • 33.02

        Where application is made for the listing of warrants, the Exchange will normally apply the same requirements as would apply to the underlying securities to be subscribed or purchased. However, where such an application is contemplated, the Exchange should be consulted at the earliest opportunity as to the requirements which will apply.

      • 33.03

        Warrants may be listed only if the underlying securities to be subscribed or purchased are (or will become at the same time) a class of debt securities listed on GEM.However, the Exchange may list warrants in other circumstances if it is satisfied that holders have the necessary information available to form an opinion concerning the value of the underlying debt securities to which such warrants relate.

      • 33.04

        Any alterations in the terms of warrants after issue or grant must be approved by the Exchange, except where the alterations take effect automatically under the terms of such warrants. In particular, the Exchange should be consulted at the earliest opportunity where the issuer proposes to alter the exercise period or the exercise price.

      • 33.05

        Paragraphs 32 and 33 of Part C of Appendix 1 set out additional requirements for the contents of listing documents relating to warrants.

    • Chapter 34 Convertible Debt Securities

      • 34.01

        This Chapter does not apply to convertible debt issues to professional investors only. All convertible debt securities must, prior to the issue thereof, be approved by the Exchange and the Exchange should be consulted at the earliest opportunity as to the requirements which will apply.

      • 34.02

        All convertible debt securities which are convertible into new equity securities or outstanding securities of the issuer or a company in the same group as the issuer for which a listing is to be sought must comply both with the requirements applicable to the debt securities for which listing is sought and with the requirements applicable to the underlying equity securities to which such convertible debt securities relate. In the event of any conflict or inconsistency between the various requirements, those applicable to such equity securities shall prevail.

      • 34.03

        Convertible debt securities which are convertible into equity securities may be listed only if such equity securities are (or will become at the same time) a class of equity securities listed on GEM. However, the Exchange may list convertible debt securities in other circumstances if it is satisfied that holders have the necessary information available to form an opinion concerning the value of the underlying equity securities to which such convertible debt securities relate.

      • 34.04

        Convertible debt securities which are convertible into property other than equity securities may be listed only if the Exchange is satisfied that holders have the necessary information available to form an opinion concerning the value of the other property to which such convertible debt securities relate.

      • 34.05

        Any alterations in the terms of convertible debt securities after issue must be approved by the Exchange, except where the alterations take effect automatically under the existing terms of such convertible debt securities.

      • 34.06

        Paragraphs 19 to 31 of Pact C of Appendix 1 set out additional requirements for the contents of listing documents relating to the issue of convertible debt securities.

    • Chapter 35 Tap Issues, Debt Issuance Programmes and Asset-Backed Securities

      • 35.01

        This Chapter sets out the additional requirements in relation to tap issues, debt issuance programmes and asset-backed securities. It does not apply to debt issues to professionals only.

      • Tap issues

        • 35.02

          Where application is made by an issuer for listing of a tap issue, the Exchange will normally apply the same requirements for each subsequent tranche as would apply to the initial tranche. However, where such an application is contemplated, the Exchange should be consulted at the earliest opportunity as to the requirements which will apply.

        • 35.03

          Any listing document issued in connection with a tap issue must specify the maximum nominal amount of debt securities which could be issued.

      • Debt issuance programmes

        • Application procedure and requirements (35.04-35.08)

          • 35.04

            The application for listing must cover the maximum amount of securities which may be in issue and listed at any one time under the programme. If the Exchange approves the application, it will admit to listing all securities which may be issued under the programme within 12 months after the publication of the listing document subject to the Exchange:—

            (1) being advised of the final terms of each issue;
            (2) receiving and approving for publication any supplementary listing document that may be appropriate;
            (3) receiving confirmation that the securities in question have been issued; and
            (4) receiving any listing fees payable.

          • 35.05

            The final terms of each issue which is intended to be listed ("the pricing supplement") must be submitted in writing to the Exchange as soon as possible after they have been agreed and in any event no later than 2:00 p.m. on the business day before listing is required to become effective. The pricing supplement may be submitted by the issuer, or one or more firms designated by the issuer so long as in the latter case the Exchange has received a letter of appointment signed by a duly authorised officer of the issuer.

          • 35.06

            The pricing supplement relating to an issue, when read together with the listing document and any supplementary listing document in respect of the programme, must provide an investor with the full terms and conditions of that issue.

          • 35.07

            An application in the form set out in Appendix 5C need not be submitted for issues made after the first issue in any 12 month period after publication of the listing document.

          • 35.08

            For an issue in excess of the notified maximum or made more than 12 months after publication of the listing document, a further application (and new listing document) must be submitted to the Exchange.

        • Listing document (35.09-35.11)

          • 35.09

            The listing document must contain the general terms and conditions applicable to all securities that may be issued and listed under the programme.

          • 35.10

            In addition to those documents mentioned in paragraph 53(5) of Part C of Appendix 1, the following must be available for inspection at the registered office of the issuer and the office of its paying agent in Hong Kong for as long as issues are made under the programme:

            (1) the current listing document;
            (2) any supplementary listing document published since the current listing document was published; and
            (3) any pricing supplements issued since the current listing document was published.

          • 35.11

            The listing document must include a statement that the documents required by paragraph 53(5) of Part C of Appendix 1 (documents on display) may be inspected at the registered office of the issuer and the office of the paying agent in Hong Kong throughout the life of the programme.

      • Asset-backed securities

        • Qualifications for listing (35.12)

          • 35.12

            The following additions and exceptions to the qualifications for listing apply to issuers of asset-backed securities:

            (1) the issuer must normally be a single purpose undertaking. (The requirement to be a single purpose undertaking does not preclude the addition to the pool of further assets during the life of the securities. Furthermore, further classes of debt securities may be issued by the undertaking, backed by separate pools of similar assets);
            (2) where an issue of asset-backed securities is backed by equity securities, those securities must be listed on a stock exchange or traded on another regulated and regularly operating open market; the equity securities must represent non-controlling interests in and must not confer legal or management control of the companies issuing the equity securities; where options or conversion rights relating to equity securities are used to back an issue, this paragraph applies in respect of the securities resulting from the exercise of those options or rights; and
            (3) there must be a trustee or other appropriate independent party representing the interests of the holders of the asset-backed securities and with the right of access to appropriate information relating to the assets.

        • Listing document (35.13-35.14)

          • 35.13

            The listing document must include the following additional information:

            (1) a description of the assets used to back the asset-backed securities, giving at least the following (where relevant):
            (a) the geographical location or legal jurisdiction of the financial assets;
            (b) the pool size and any specified minimum or maximum;
            (c) the types of loans;
            (d) the maturity of loans;
            (e) the size of loans;
            (f) the loan to value ratio at origination where the loans in the pool are themselves secured or backed by other assets, if a valuation was available;
            (g) the principal lending criteria and extent to which loans may be included which do not meet these criteria;
            (h) an indication of significant representations and warranties given to the issuer relating to the loan pool;
            (i) the method of origination;
            (j) any loan substitution rights;
            (k) any rights or obligations to make further advances;
            (l) the principal insurance policies, including the names, and where appropriate, the addresses and a brief description of the providers. Any concentration with one insurer should be disclosed if it is material to the transaction;
            (m) where the assets consist of debt obligations of 10 or fewer borrowers or where a borrower accounts for 10% or more of the assets, the information required in respect of each borrower will be the same as that which would be required if it were itself the issuer of the securities to be listed unless it is al listed on a stock exchange or the debt obligations are guaranteed by an entity listed on a stock exchange, in which case only the name, address, country of incorporation, nature of business and name of the exchange on which its securities are listed must be disclosed in respect of the issuer and the guarantor (if applicable). The relationship with the guarantor, if any, must be included. The terms and conditions of the loans or debt securities must be stated, except where the assets are debt securities listed on a stock exchange; and
            (n) where the assets consist of debt obligations of more than 10 borrowers, or where a borrower accounts for less than 10% of the assets the general characteristics and descriptions of the borrowers must be given;
            however, due to the nature of the transaction, some of the above requirements may not be appropriate and additional information may be required. In such cases, the Exchange should be consulted at an early stage;
            (2) a description of the material risks together with any methods whereby they are sought to be addressed;
            (3) a description of the method and a statement of the date of the sale, transfer or assignment of the assets or of any rights in the assets to the issuer;
            (4) a description of the structure of the transaction and explanation of the flow of funds including:
            (a) how the cash flow from the assets is expected to meet the issuer's obligations to holders of the securities, in particular, information on any credit enhancements, an indication of where material potential liquidity shortfalls are expected to occur and the availability of any liquidity supports and indication of provisions to cover interest shortfall risks;
            (b) an indication of any investment parameters for the investment of temporary liquidity surpluses;
            (c) how payments are collected from borrowers of the loans in the pool;
            (d) the order of priority of payments made by the issuer, where relevant to the holders of the class of debt securities in question;
            (e) the fees payable by the issuer out of cash flow received (for example, fees to the administrator);
            (f) details of any other arrangements upon which payments of interest and principal to investors are dependent;
            (g) information on whether or not there is any intention to accumulate surpluses in the issuer; and
            (h) details of any subordinated debt finance;
            (5) the name, address and brief description of the originator of the financial assets backing the issue;
            (6) the name, address and information to demonstrate the suitability of the administrator together with a summary of the administrator's responsibilities and a summary of the provisions relating to termination of the appointment of the administrator and whether or not an alternative administrator has been appointed, and
            (7) the names and addresses and brief description of:
            (a) any swap counterparties and any providers of other material forms of enhancement; and
            (b) the banks with which the main accounts relating to the transaction are held.

          • 35.14

            If an issue is guaranteed as to principal and interest by a listed company or a company that is suitable for listing, the Exchange may be prepared to accept a shorter form of disclosure as regards the additional information required under this Chapter in the listing document if it is satisfied that any information omitted is not material from the point of view of the investors likely to be concerned.

            In a case when the information required with respect to each borrower will be the same as that which would be required if it were itself the issuer of the securities to be listed, and where the issuer of the underlying securities or borrower of the underlying loans does not cooperate with the preparation of the listing document, then, as an alternative to the declaration required under paragraph 2 of Part C of Appendix 1, a declaration in the following form is acceptable:

            "This document, for which the [issuer]/[directors of the issuer collectively and individually] accept[s] full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. Subject as set out below, the [issuer]/[directors], having made all reasonable enquiries, confirm[s] that to the best of [its]/ [their] knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

            The information relating to [the underlying issuer(s)/borrower(s)] has been accurately reproduced from the information published by that [issuer] [borrower]. So far as the issuer [and the directors] is [are] aware and/or is [are] able to ascertain from information published by [the underlying issuer(s)/ borrower(s)] no facts have been omitted which would render the reproduced information misleading".

        • Accounts waiver (35.15)

          • 35.15

            If no other requirement for the preparation of annual reports and accounts exists, the Exchange may consider an application for a waiver of the requirements set out in rules 31.37 to 31.47 in respect of annual reports and accounts. If a waiver is granted, the terms and conditions of the issue must include a requirement for the issuer to provide written confirmation to the trustee (or equivalent), on an annual basis, that no event of default or other matter which is required to be brought to the trustee's attention has occurred.