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3.10

(1)    The Exchange may bring disciplinary actions and impose or issue the sanctions in rule 3.11 against any of the following:—
 
(a)    a listed issuer or any of its subsidiaries;
 
(b)    any director of a listed issuer or any of its subsidiaries (or any alternate of such director);
 
(c)    any member of the senior management of a listed issuer or any of its subsidiaries;
 
(d)    any substantial shareholder of a listed issuer;
 
(e)    any significant shareholder;
 
(f)    any professional adviser of a listed issuer or any of its subsidiaries;
 
(g)    any employee of a professional adviser of a listed issuer or any of its subsidiaries;
 
(h)    any authorised representative of a listed issuer;
 
(i)    any supervisor of a PRC issuer;
 
(j)    any guarantor in the case of a guaranteed issue of debt securities or structured products; and
 
(k)    any other party who gives an undertaking to or enters into an agreement with the Exchange.
 
(2)    For the purposes of this rule:
 
(a)    “professional adviser” includes any financial adviser, independent financial adviser, lawyer, accountant, property valuer or any other person retained by an issuer to provide professional advice in relation to a matter governed by the GEM Listing Rules. It does not include Sponsors or Compliance Advisers; and
 
(b)    “senior management” includes:
 
(i)    any person occupying the position of chief executive, supervisor, company secretary, chief operating officer or chief financial officer, by whatever name called;
 
(ii)    any person who performs managerial functions under the directors’ immediate authority; or
 
(iii)    any person referred to as senior management in the listed issuer’s corporate communication or any other publications on the Exchange’s website or on the listed issuer’s website.
 
(3)    The scope of any disciplinary action taken against a professional adviser under rules 3.10, 3.11 and 3.11B, including any ban imposed on a professional adviser under rule 3.11(9), shall be limited to matters governed by or arising out of the GEM Listing Rules.
 
(4)    Professional advisers, when acting in connection with GEM Listing Rule matters on which they are instructed to advise, shall use all reasonable efforts to ensure that their clients understand and are advised as to the scope of and their obligations under the GEM Listing Rules. They must not knowingly provide any information to the Exchange which is false or misleading in a material particular.