Announcements, circulars and other documents
Review of documents (17.53-17.55)
Subject to rule 17.53A, where an issuer is obliged to publish any announcements, circulars or other documents for the purposes of the GEM Listing Rules, the documents need not be submitted to the Exchange for review before they are issued unless the documents fall within rule 17.53(1) or (2).
(1) The issuer shall submit to the Exchange drafts of the following documents for review before they are issued:
(a) listing document (including prospectus);
(b) circular relating to cancellation or withdrawal of listing of listed securities;
(c) circular relating to transaction or matter required under Chapter 19 of the GEM Listing Rules;
(d) circular relating to connected transaction (including continuing connected transaction) required under Chapter 20 of the GEM Listing Rules;
(e) circular to the issuer's shareholders seeking their approval of:
(i) any transaction or arrangement under rule 17.39, 17.40 or 17.47(7);
(ii) any matter relating to share option scheme required under Chapter 23 of the GEM Listing Rules; or
(iii) any warrant proposal under rule 21.07(3); or
(f) circulars or offer documents issued by the issuer in connection with takeovers, mergers or offers.
The issuer shall not issue such documents until the Exchange has confirmed that it has no further comments thereon.
A document should be resubmitted to the Exchange for further comment prior to issue if any material change is made to the document after the Exchange has issued the “no further comment” confirmation (other than changes made to address the comments attached to the “no further comment” confirmation). If there is any doubt as to whether or not a change is material the Exchange must be consulted as soon as possible.
(2) The following transitional provisions apply to announcements set out in this rule and shall cease to have effect on such date as the Exchange may determine and promulgate.
An issuer shall submit to the Exchange drafts of the following announcements for review before they are issued:
(a) announcement for any very substantial disposal, very substantial acquisition or reverse takeover under rules 19.34 and 19.35;
(b) announcement for any transaction or arrangement under rules 19.88 to 19.90; or
(c) announcement for any matter relating to a cash company under rules 19.82 and 19.83.
The issuer shall not issue such announcements until the Exchange has confirmed that it has no further comments thereon.
Notes: 1 Draft documents should be submitted in sufficient time for review and, if necessary, re-submission prior to dissemination or final printing.
2 [Repealed 5 July 2021]
3 In the case of documents issued in connection with takeovers, mergers or offers covered by the Takeovers Code, the Exchange will pass its comments on the documents directly to the issuer and will at the same time provide a copy of such comments to the Commission.
4 The Exchange reserves the right to require an issuer to issue a further announcement or document and/or take other remedial action if the original document does not comply with the requirements of the GEM Listing Rules.
5 Where an announcement or advertisement of a new or further issue of securities contains a profit forecast, the provisions of rules 19.61 and 19.62 will apply.
In addition to the specified requirements set out in rule 17.53, the Exchange has the right to request to review any announcements, circulars or other documents prior to publication in individual cases. In any such case, the Exchange will communicate to the issuer its direction to review the document prior to publication and the reasons for its decision. The issuer shall accordingly submit to the Exchange draft documents for review and shall not issue the document until the Exchange has confirmed that it has no further comments thereon.
An issuer proposing to publish an announcement, circular or other document pursuant to the GEM Listing Rules shall observe the following provisions:(1) Where the subject matter of the document may involve a change in or relate to or affect arrangements regarding trading in the issuer's listed securities (including a suspension or resumption of dealings, and a cancellation or withdrawal of listing), the issuer must consult the Exchange before the document is issued. The document must not include any reference to a specific date or specific timetable in respect of such matter which has not been agreed in advance with the Exchange.(2) If the issuer wishes to:(a) ascertain whether or to what extent any provisions in the GEM Listing Rules apply to the document, or the transaction or matter to which it relates; or(b) request a modification or dispensation with any requirements of the GEM Listing Rules in respect of the document, or the transaction or matter to which it relates,relevant details, including the reasons and circumstances that give rise to the issues concerned, must be submitted to the Exchange in sufficient time for its determination.
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 such 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.
17.54(1) Any listing document, circular or announcement issued by an issuer pursuant to the GEM Listing Rules is required to contain the statement of responsibility and confirmation set out in rule 2.18.(2) Any listing document, circular, announcement or notice issued by an issuer pursuant to the GEM Listing Rules must contain on its front cover or inside front cover, or as a heading, a prominent and legible disclaimer statement in the form set out in rule 2.19.(3) Any listing document or circular and every annual report and accounts, half-year and quarterly report issued by an issuer pursuant to the GEM Listing Rules (excluding any Explanatory Statement issued pursuant to rule 13.08) must contain at a prominent position in the document, and in bold type, a statement about the characteristics of GEM, in the form set out in rule 2.20.(4) Any listing document issued by an issuer must contain a statement to the effect that dealings in securities of the issuer may be settled through CCASS and that investors should seek the advice of their stock broker or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests.
[Repealed 1 March 2019]
Information Gathering (17.55A)
An issuer must provide to the Exchange or the Commission as soon as possible, or otherwise in accordance with time limits imposed by the Exchange or the Commission:
(1) any information that the Exchange or the Commission reasonably considers appropriate to protect investors or ensure the smooth operation of the market; and
(2) any other information or explanation that the Exchange or the Commission may reasonably require for the purpose of investigating a suspected breach of or verifying compliance with the GEM Listing Rules or the Securities and Futures Ordinance.
In responding to enquiries or investigations by the Exchange or the Commission, a party subject to the enquiries or investigations must provide to the Exchange or the Commission information or explanation which is accurate, complete and up-to-date.
Presentation of information (17.56-17.56A)
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 the plain language format specified or recommended by the Exchange and/or the Commission from time to time; 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) omit 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.
Any listing document, circular or announcement issued by an issuer pursuant to the GEM Listing Rules must disclose the name of each director as at the date of the relevant listing document, circular or announcement.
Forwarding of documents, circulars, etc. (17.57)
An issuer must, upon request by the Exchange, provide the requested number of certified copies of all resolutions of the issuer including resolutions concerning any of the matters in rules 17.39 to 17.41, except resolutions concerning any other routine business at an annual general meeting, within 15 days after they are passed.
Circulars to holders of securities (17.58-17.59A)
In the event of a circular being issued to the holders of any of the issuer's securities, the issuer shall issue a copy or summary of such circular to the holders of all its other securities unless the contents of such circular are of no material concern to such other holders.
All circulars sent to holders of the issuer's securities 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. In respect of overseas members, it shall be sufficient for the issuer to mail an English language version of the circular if it contains a prominent statement in both English and Chinese to the effect that a Chinese language version of the circular is available from the issuer, on request.
[Repealed 1 January 2009]
Corporate communications to non registered holders of securities (17.60)
An issuer shall:—(1) as soon as practicable following a request to HKSCC, and at the expense of the issuer, send to any non registered holder (by means permitted by the GEM Listing Rules) copies of any corporate communications; and(2) forward to each participant regardless of whether the participant is a member of the issuer, one copy of each of the corporate communications of the issuer that relate to the relevant Eligible Security, at the same time as they are despatched to the holders of those securities with registered addresses in Hong Kong. Whenever practicable, an issuer should provide a participant with such reasonable number of additional copies of these documents as the participant requests in advance and undertakes to forward to its bona fide clients who have beneficial interests in those Eligible Security.
Notes:1 For the purpose of this rule, the following terms have the following meanings:—
"non registered holder" such a person or company whose listed securities are held in CCASS, directly or through a participant, and who has notified the issuer from time to time, through HKSCC, that such person or company wishes to receive corporate communications; and "participant" a person or company admitted for the time being by HKSCC as a participant of CCASS.2 HKSCC will provide listed issuers with up to date lists of participants.
Increases in authorised capital (17.61)
Where an increase in authorised capital is proposed, the directors must state in the explanatory circular or other document accompanying the notice of meeting whether they have any present intention of issuing any part of that capital.