Entire Section

  • 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      (1) [Repealed 1 January 2013]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      (3) [Repealed 1 January 2013]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]