Update No. 38

Note to subscribers for the amendments to the rules governing the listing of securities on the Growth Enterprise Market (the "GEM Listing Rules")

Update No. 38

21 January 2011

Dear Sirs,

Amendments to the GEM Listing Rules relating to the Consultation Conclusions on proposed changes to requirements for Qualified Property Acquisitions and formation of joint ventures

We enclose reprinted pages of the GEM Listing Rules and the filing instructions.

The reprinted pages incorporate amendments to implement proposals in the consultation conclusions on "Proposed Changes to Requirements for Qualified Property Acquisitions and Formation of Joint Ventures" published on 21 January 2011.

We have amended the GEM Listing Rules to:

•  expand the scope of the Qualified Property Acquisition exemption to cover government land acquisitions in the Mainland through public auctions or tenders (the current exemption applies to land acquisitions in Hong Kong only). For government land acquisitions in other jurisdictions, individual waiver applications will be considered if they meet the criteria described in the new Rules;
•  remove the exemption conditions that are considered to be impractical or burdensome, including (i) the restrictions on the joint venture's financing and profit distribution arrangements when the Qualified Property Acquisition is undertaken on a joint basis; and (ii) the requirements for the issuer to obtain an annual general mandate from shareholders before it engages in any Qualified Property Acquisition on a joint basis with a Qualified Connected Person;
•  accelerate the disclosure of information relating to the formation of joint ventures for Qualified Property Acquisitions in the annual report to the announcement and circular published at the time of the transaction;
•   exempt Qualified Property Acquisitions from the property valuation requirement; and
•  exempt the formation of a joint venture from being treated as a transaction under the Rules on notifiable transactions if it is engaging in a single-purpose project of a revenue nature to the issuer and in its ordinary and usual course of business.

Coming into effect

The amendments come into effect on 1 February 2011.

Please click HEREHERE to see the amended Rules.

Yours faithfully,

For and on behalf of
The Stock Exchange of Hong Kong Limited

Mark Dickens JP
Head of Listing