Update No. 71

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

Update No. 71

December 2021

Amendments to the GEM Listing Rules


We have amended the GEM Listing Rules to implement the proposals of the “Consultation Conclusions on Review of the Corporate Governance Code & Related Listing Rules, and Housekeeping Rule Amendments” published on 10 December 2021.

The amendments to the GEM Listing Rules are to enhance our corporate governance framework and promote good governance amongst issuers. The key changes include:

	Rearranging the structure of Appendix 15 to enhance the flow and readability and renaming it to “Corporate Governance Code”;

	Requiring alignment of a company’s culture with its purpose, values and strategy;

	Introducing additional requirements relating to independent non-executive directors (“INEDs”) serving more than nine years (“Long Serving INEDs”) on board, and requiring mechanism(s) to ensure independent views are available to the board;

	Putting an end to single gender board by requiring issuers to appoint at least a director of a different gender, and requiring numerical targets and timelines for achieving gender diversity at board level and gender diversity-related disclosures at workforce level;

	Mandating establishment of a nomination committee, chaired by the board chairman or an INED and comprising a majority of INEDs;

	Requiring shareholder communication policy to include channels for two-way communication; and

	Shortening publication timeframe of ESG reports¹to be aligned with the annual reports.

We have also made certain housekeeping amendments to the GEM Listing Rules, mainly to update certain references subsequent to Rules becoming effective, correct clerical errors and align language between the English and Chinese versions.

Coming into effect
The amendments will come into effect on 1 January 2022².

Please click HERE to see the amendments to the GEM Listing Rules.

^1.	As required under Environmental, Social and Governance Reporting Guide set out in Appendix 20 to the GEM Rules.

^2.	The requirements under the new Corporate Governance Code will apply to corporate governance reports for financial year commencing on or after 1 January 2022. The requirement to appoint a new INED where all the INEDs on board are Long Serving INEDs will be implemented for the financial year commencing on or after 1 January 2023.