2/8/2010 Understanding Listing Rules and Codes The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited(Main Board Listing Rules) The Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited(GEM Listing Rules) Hong Kong Code on Takeover and Mergers The Code on Share Repurchase Misstatements-causation and intention Causation:false or misleading statement must have caused loss:Edgington v Fitzmaurice Cf COs 40 and SFO s 108,and ss 277,281. Third party reliance: ·Peek v Gurney ·Al Nakib Investments ·Andrews v Mockford Possfund Custodian v Diamond Cf COs 40 and SFOs 108,and ss 277,281 22/8/2010 2 3 Understanding Listing Rules and Codes • The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (Main Board Listing Rules) • The Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited (GEM Listing Rules) • Hong Kong Code on Takeover and Mergers • The Code on Share Repurchase 4 Misstatements - causation and intention • Causation: false or misleading statement must have caused loss: Edgington v Fitzmaurice  Cf CO s 40 and SFO s 108, and ss 277, 281. • Third party reliance:  Peek v Gurney  AI Nakib Investments  Andrews v Mockford  Possfund Custodian v Diamond  Cf CO s 40 and SFO s 108, and ss 277, 281