Part III Application of Rules

104

Subject to the review procedures set out in Chapter 3, the Rules are interpreted, administered and enforced by the Exchange.

(1) An issuer admitted to the Exchange's Official List must comply with the Rules:

(a) In accordance with the spirit, intention and purpose; and

(b) by looking beyond form to substance.

(2) An issuer shall ensure that its directors are responsible for the issuer's compliance with the Rules. The sponsor is responsible for advising the issuer on the interpretation and compliance with the issuer's obligations in the Rules. The decisions and requirements of the Exchange are conclusive and binding on the issuer. The Exchange may at any time vary its decision in any way, or revoke it. It may do so upon the application of the issuer or of its own accord and at its absolute discretion. The variation or revocation will take effect from the date specified by the Exchange.

(3) A sponsor shall ensure that its directors are responsible for the sponsor's compliance with the Rules. Unless referred to the Disciplinary Committee or the Appeals Committee, the decisions and requirements of the Exchange are conclusive and binding on the sponsor. The Exchange may at any time vary its decision in any way, or revoke it. It may do so upon the application of the sponsor or of its own accord and at its absolute discretion. The variation or revocation will take effect from the date specified by the Exchange. Unless referred to the Appeals Committee, the decisions of the Disciplinary Committee are conclusive and binding. If referred to the Appeals Committee, its decisions are conclusive and binding.

Amended on 29 September 2011 29 September 2011 and 7 October 2015 7 October 2015.

105

The Exchange may impose additional requirements or make any listing subject to special conditions whenever it considers it appropriate.

106

The Exchange may waive or modify compliance with a Rule (or part of a Rule) either generally or to suit the circumstances of a particular case, unless the Rule specifies that the Exchange will not waive it. The Exchange may grant a waiver subject to such conditions, as it considers appropriate. If the Exchange waives a Rule (or part of a Rule) subject to a condition, the condition must be satisfied for the waiver to be effective. Where a waiver is granted, the issuer must announce the waiver, the reasons for seeking the waiver and the conditions, if any, upon which the waiver is granted as soon as practicable. Applications for waivers should be submitted through the issuer's sponsor.

Amended on 29 September 2011 29 September 2011.

107

Where the Exchange rejects an admission, or other application made pursuant to Section B of the Listing Manual, it may, if it considers it appropriate, disclose the reasons for its decision but is under no obligation to do so.

108

(1) The Rules may be amended by the Exchange from time to time, subject to such approval as may be required by applicable law. The Exchange may, from time to time, issue Practice Notes or amend existing Practice Notes to provide guidance on the interpretation and application of any Rule or a more detailed prescription of a Rule. The Exchange may from time to time issue a best practices guide relating to corporate governance matters, and may amend such best practices guide.

(2) The Exchange may, from time to time, publish transitional arrangements in relation to any amended or new rule.