香港双语法律 – 《公司收購、合併及股份購回守則》之引言部分

 

THE CODES ON TAKEOVERS AND MERGERS AND SHARE REPURCHASES 《公司收購、合併及股…整句翻译
1. Introduction 1. 引言…整句翻译
INTRODUCTION 引 言…整句翻译
1. Nature and purpose of the Takeovers Code and Share Repurchase Code 1. 《收購守則》和《股…整句翻译
1.1 The Takeovers Code and the Share Repurchase Code have been issued by the SFC in consultation with the Panel. 1.1 證監會經諮詢委員…整句翻译
1.2 The primary purpose of the Codes is to afford fair treatment for shareholders who are affected by takeovers, mergers and share repurchases. The Codes seek to achieve fair treatment by requiring equality of treatment of shareholders, mandating disclosure of timely and adequate information to enable shareholders to make an informed decision as to the merits of an offer and ensuring that there is a fair and informed market in the shares of companies affected by takeovers, mergers and share repurchases. The Codes also provide an orderly framework within which takeovers, mergers and share repurchases are to be conducted. 1.2 兩份守則的基本目…整句翻译
1.3 The Codes do not have the force of law. They are framed so far as possible in non-technical language and should not be interpreted as if they are statutes. The Codes represent a consensus of opinion of those who participate in Hong Kong’s financial markets and the SFC regarding standards of commercial conduct and behaviour considered acceptable for takeovers, mergers and share repurchases. This consensus of opinion is reflected in rulings made by the Panel when interpreting the Codes given the diverse range of interests represented by the Panel’s members. Similar standards of commercial conduct and behaviour are applied in other leading financial centres. 1.3 兩份守則並無法律…整句翻译
1.4 Those who wish to take advantage of the securities markets in Hong Kong should conduct themselves in matters relating to takeovers, mergers and share repurchases in accordance with the Codes. If they do not do so they may find, by way of sanction, that the facilities of such markets are withheld in order to protect the interests of those who participate in Hong Kong’s securities markets. The Listing Rules expressly require compliance with the Codes. 1.4 有意利用香港證券…整句翻译
1.5 The responsibilities provided for in the Codes apply to:- 1.5 兩份守則規定的責…整句翻译
(a) directors of companies that are subject to the Codes; (a) 受兩份守則管轄的…整句翻译
(b) persons or groups of persons who seek to gain or consolidate control of companies that are subject to the Codes; (b) 試圖取得或鞏固受…整句翻译
(c) their professional advisers; (c) 其專業顧問;…整句翻译
(d) persons who otherwise participate in, or are connected with, transactions to which the Codes apply; and (d) 以其他方式參與兩…整句翻译
(e) persons who are actively engaged in the securities market. (e) 積極地從事證券市…整句翻译
1.6 In addition, any other persons who issue circulars or advertisements to shareholders in connection with takeovers, mergers or share repurchases must observe the highest standards of care and consult with the Executive prior to the release thereof. 1.6 此外,任何其他的…整句翻译
1.7 The role and responsibility of financial and other professional advisers is of particular importance given the non-statutory nature of the Codes, and it is part of their responsibility to use all reasonable efforts, subject to any relevant requirements of professional conduct, to ensure that their clients understand, and abide by, the requirements of the Codes, and to co-operate to that end by responding to inquiries from the Executive, the Panel or the Takeovers Appeal Committee. Financial and other professional advisers must therefore have the competence, professional expertise and adequate resources to fulfil their role and to discharge their responsibility under the Codes. If a financial adviser is in any doubt about its ability to meet these requirements, it should consult the Executive in advance. If the Executive considers that a financial adviser is not able to meet these requirements, it may not allow that financial adviser to act in that capacity. In such circumstances the financial adviser may ask the Panel to review the decision of the Executive. Financial advisers must also be mindful of conflicts of interest (see Schedule VII of the Codes). 1.7 鑑於兩份守則屬於…整句翻译
Note to section 1.7: 第1.7項的註釋:…整句翻译
Adequate resources 足夠的資源…整句翻译
A financial adviser advising on a transaction subject to the Codes is expected to allocate to the transaction in question sufficient experienced and competent professional staff with the appropriate involvement of, or reasonable supervision by, a duly approved responsible officer or a suitably experienced senior member of the financial adviser’s staff. The supervisor and his staff are expected to devote sufficient time and effort to the transaction to discharge the financial adviser’s responsibilities under the Codes. 任何財務顧問如就受兩…整句翻译
1.8 The Codes are not concerned with the financial or commercial advantages or disadvantages of a takeover, merger or share repurchase, as the case may be. These are matters for the company and its shareholders. 1.8 兩份守則與收購、…整句翻译
1.9 A company contemplating a takeover, merger or share repurchase should apprise itself of applicable company law requirements, if any, which may affect its ability to conduct the proposed transaction. 1.9 計劃進行收購、合…整句翻译
2. General Principles and Rules 2. 一般原則及規則…整句翻译
2.1 The Codes share common definitions and the General Principles. The General Principles are essentially statements of good standards of conduct to be observed in takeovers, mergers or share repurchases. The General Principles are expressed in broad general terms and do not define the precise extent or the limits of their application. The Executive and the Panel apply the General Principles in accordance with their spirit and may modify or relax the effect of the language to achieve their underlying purposes. 2.1 兩份守則採用一套…整句翻译
In addition to the General Principles, each of the Codes contains a series of Rules, some of which are effectively expansions of the General Principles and examples of their application and others are rules of procedure designed to govern specific types of takeovers, mergers or share repurchases. Although the Rules are expressed in more detailed language than the General Principles, they, like the General Principles, are to be interpreted to achieve their underlying purposes. Accordingly, each of the Codes, through the General Principles, may apply to situations not specifically covered by any Rule. Therefore, the spirit of the Rules must be observed as well as their letter and the Executive and the Panel may each modify or relax the application of a Rule if it considers that, in the particular circumstances of the case, strict application of a Rule would operate in an unnecessarily restrictive or unduly burdensome, or otherwise inappropriate, manner. 除了一般原則之外,每…整句翻译
2.2 To assist the interpretation of the Rules, notes have been inserted, where appropriate, to provide guidance as to how the Executive and the Panel will normally interpret the Codes. 2.2 為協助讀者詮釋規…整句翻译
2.3 The Executive and the Panel also interpret each of the Codes in the light of previous rulings that have been made under both Codes by the Executive and the Panel, or their predecessor, the Committee on Takeovers and Mergers. 2.3 執行人員和委員會…整句翻译
3. Amendment of the Codes 3. 兩份守則的修訂…整句翻译
3.1 The Codes may be amended or extended from time to time by the SFC in consultation with the Panel. 3.1 證監會在諮詢委員…整句翻译
4. Companies and transactions to which the Codes apply 4. 兩份守則適用的公司…整句翻译
4.1 The Codes apply to takeovers, mergers and share repurchases affecting public companies in Hong Kong and companies with a primary listing of their equity securities in Hong Kong. As a result, although it is generally the nature of the offeree company, the potential offeree company, or the company in which control may change or be consolidated that is relevant, there are also circumstances, specified in Rule 2 of the Takeovers Code, in which it is necessary to consider the treatment of the offeror’s shareholders in order to carry out the objectives of the Takeovers Code. The Executive will normally grant a waiver from the requirements of the Share Repurchase Code for companies with a primary listing outside Hong Kong provided that shareholders in Hong Kong are adequately protected. 4.1 兩份守則適用於影…整句翻译
4.2 In order to determine whether a company is a public company in Hong Kong the Executive will consider all the circumstances and will apply an economic or commercial test, taking into account primarily the number of Hong Kong shareholders and the extent of share trading in Hong Kong and other factors including:- 4.2 為了確定某公司是…整句翻译
(a) the location of its head office and place of central management; (a) 其總公司及中央管…整句翻译
(b) the location of its business and assets, including such factors as registration under companies legislation and tax status; and (b) 其業務及資產的所…整句翻译
(c) the existence or absence of protection available to Hong Kong shareholders given by any statute or code regulating takeovers, mergers and share repurchases outside Hong Kong. (c) 香港股東是否藉任…整句翻译
If a company is in any doubt about its status as a public company in Hong Kong, it should consult the Executive at an early stage. 任何公司如對其作為在…整句翻译
4.3 The Takeovers Code is concerned with offers for, and takeovers and mergers of, all relevant companies, however effected. These include partial offers, offers by a parent company for shares in its subsidiary and certain other transactions where control (as defined) of a company is to be obtained or consolidated. References in the Takeovers Code to “takeovers” and “offers” include, where appropriate, all such transactions, including share repurchases by general offer as described below. The Takeovers Code does not apply to offers for non-voting, non-equity capital unless required by Rules 13 and 14 of the Takeovers Code. 4.3 《收購守則》關乎…整句翻译
4.4 The Share Repurchase Code is concerned with share repurchases of all relevant companies. Share repurchases by general offer will be considered to be offers and the Rules of the Takeovers Code will apply, mutatis mutandis, in addition to the Rules of the Share Repurchase Code. Persons engaging in share repurchases by general offer should therefore read the Takeovers Code as well as the Share Repurchase Code. 4.4 《 股份購回守則》…整句翻译
4.5 Transactions under either of the Codes may from time to time be subject to the jurisdiction of both the Panel and an overseas regulator. In such cases, early consultation with the Executive is strongly recommended so that conflicts between the relevant requirements of the two jurisdictions may be resolved. 4.5 兩份守則任何一份…整句翻译
5. The Executive 5. 執行人員…整句翻译
5.1 The Codes are administered by the Executive. The Executive undertakes the investigation of takeovers, mergers and share repurchases and monitors related dealings in connection with the Codes. It is available for consultation and to give rulings on all matters to which the Codes apply. 5.1 兩份守則由執行人…整句翻译
6. Consulting the Executive 6. 諮詢執行人員…整句翻译
6.1 When there is any doubt as to whether a proposed course of conduct is in accordance with the General Principles or the Rules, parties or their advisers should always consult the Executive in advance. In this way, the parties can clarify the basis on which they can properly proceed and thus minimise the risk of taking action which might be a breach of the Codes. 6.1 如果當事人或其顧…整句翻译
6.2 Consultations do not attract any fee. They generally take the form of verbal discussions and will not be concluded with any formal ruling from the Executive. Views expressed by the Executive under consultations are preliminary and do not bind the Executive. 6.2 諮詢意見是完全免…整句翻译
6.3 While the Executive will respond to questions on interpretation of the Codes, it should not be expected to answer purely hypothetical questions, or to give provisional rulings (e.g. when the parties with an interest in such rulings cannot be identified). 6.3 雖然執行人員會就…整句翻译
6.4 Parties should be aware that consultations will not result in provisional rulings and, where the Codes require parties to consult, they are not precluded from seeking formal rulings and a fee becomes payable whenever a ruling is sought despite the fact that the process starts as a consultation. Where there is a difference in views between the Executive and parties about a Code issue based on preliminary information during or after a consultation, the Executive, mindful of the non-binding nature of consultations, generally urges parties to seek a formal ruling. 6.4 當事人應該知道,…整句翻译
7. Rulings by the Executive 7. 執行人員的裁定…整句翻译
7.1 While the Executive may sometimes see fit to make a ruling under the Codes of its own volition, a ruling is more often requested by an interested party. A ruling by the Executive normally involves a consideration of all relevant information in relation to the application and a more thorough analysis than that permissible under a consultation. In some cases the Executive may find it necessary to convene an informal meeting or hear the views of other interested parties before making a ruling. The Executive requires prompt co-operation from those to whom enquiries are directed so that decisions may be both properly informed and given as speedily as possible. Rulings may initially be conveyed to parties orally but will always be confirmed in writing in time. 7.1 雖然執行人員有時…整句翻译
8. Applications for rulings 8. 申請作出裁定…整句翻译
8.1 Any application for a ruling under either of the Codes should take the form of a written submission addressed to the Executive Director, Corporate Finance Division of the SFC. The submission should be comprehensive and contain all relevant information which the Executive will require to render a fully informed decision. Such information should normally include the following:– 8.1 根據兩份守則之一…整句翻译
(a) Summary (a) 摘要…整句翻译
The ruling being sought, and any alternative courses of action, should be clearly described, and the issues for consideration summarised. The relevant sections of the Codes should be identified. 應當清楚說明要求作出…整句翻译
(b) Parties (b) 當事人…整句翻译
All parties with a material interest in the submission, and their respective financial and legal advisers, should be identified. 應列明與提交的書面陳…整句翻译
(c) Material Facts (c) 重大事實…整句翻译
All material facts relevant to the application should be stated and should include, as appropriate, the following information:- 應述明與申請有關的一…整句翻译
(i) a description of the proposed transaction including the timetable for implementation, related regulatory requirements and the reasons and commercial rationale for the transaction; (i) 建議的交易的說明…整句翻译
(ii) where known after reasonable inquiry, a description of the relevant offeror and the offeree company including their places of incorporation, a description of their capital structures, group structures, businesses and assets, and the identities of their controlling and substantial shareholders, accompanied by a structural chart depicting the structure of the relevant offeror and the offeree company and the interests of such shareholders, both before and after implementation of the proposed transaction; (ii) 凡經合理查詢後得…整句翻译
(iii) a historical chronology of related events; (iii) 有關事件的順時…整句翻译
(iv) the controlling shareholders’ interests in the relevant offeror, the offeree company and the proposed transaction; (iv) 持有控制權的股東…整句翻译
(v) the interest which directors of the relevant offeror and the offeree company have in the proposed transaction; (v) 有關要約人和受要…整句翻译
(vi) the effect which the proposed transaction will have on the relevant offeror and the offeree company; (vi) 建議的交易對有關…整句翻译
(vii) steps to be taken, if any, to safeguard the interests of any independent shareholders; (vii) 為保障任何獨立…整句翻译
(viii) a description of financing arrangements for the proposed transaction; (viii) 建議的交易的融…整句翻译
(ix) where known after reasonable inquiry, details of any dealings in securities of the offeree company by the relevant offeror, the directors and substantial shareholders of the relevant offeror and the offeree company, and all persons acting in concert with any of them, for the 6 month period immediately preceding the date of the application; and (ix) 凡經合理查詢後得…整句翻译
(x) a description of the terms and conditions of material contracts. (x) 重大合約的條款及…整句翻译
(d) Issues for Consideration (d) 提交考慮的問題…整句翻译
The issues for consideration by the Executive should be described and analysed, and all arguments advanced in support of the ruling being sought. 對提交執行人員考慮的…整句翻译
8.2 A crossed cheque payable to the SFC in the amount of the fee, if any, payable pursuant to the Securities and Futures (Fees) Rules should be enclosed with the submission and, where applicable, the submission should include a brief description of the way in which the fee was calculated. A copy of extracts from Parts 3 and 5 and Schedule 2 of the Securities and Futures (Fees) Rules is attached as Schedule IV of the Codes. 8.2 如果有任何按照《…整句翻译
8.3 Each submission should be signed by the applicant and should close with a statement certifying the truth, accuracy and completeness of statements contained in the submission. When the application is filed by an adviser, the statement should confirm that the applicant has authorised the filing of the application by the adviser. Such statement does not relieve the adviser of its obligation to use all reasonable efforts to ensure that its client understands, and abides by, the relevant requirements of the Codes, and that the submission of its client is true, accurate and complete. 8.3 每份書面陳述應由…整句翻译
9. Review of Executive rulings 9. 對執行人員裁定的審…整句翻译
9.1 If a party wishes to contest a ruling of the Executive, he may ask for the matter to be reviewed by the Panel, which will normally be convened at short notice. The Executive will arrange with the Panel and the relevant party a practical time for a Panel meeting taking into account the timetable of the transaction. The party and the Executive must supply succinct statements of their respective cases in advance of the meeting and copies of such statements will be provided to the Executive and the party respectively. The Panel has discretion to entertain a request for review by an aggrieved shareholder, if it is satisfied that such request is not frivolous. When the Executive considers that it is necessary to resolve an issue urgently, the Executive may stipulate a reasonable time within which a request for review must be made; in any other case, the Executive must be notified at the latest within 14 days of the event giving rise to the request for the review. Any request for a review shall contain the grounds on which the review is requested. 9.1 如果當事人有意對…整句翻译
10. Executive referrals to the Panel 10. 執行人員轉介委員…整句翻译
10.1 The Executive may refer a matter to the Panel for a ruling without itself giving a ruling when it considers that there is a particularly novel, important or difficult point at issue. 10.1 執行人員如果認為…整句翻译
11. The Panel 11. 委員會…整句翻译
11.1 The Panel is a committee of the SFC established under section 8(1) of the Securities and Futures Ordinance (Cap. 571). 11.1 委員會是證監會根…整句翻译
11.2 The Panel hears disciplinary matters in the first instance, and reviews rulings by the Executive at the request of any party dissatisfied with such a ruling. It also considers novel, important or difficult cases referred to it by the Executive. The Panel also reviews, from time to time upon request by the SFC, the provisions of the Codes and the Rules of Procedure for hearings under the Codes and recommends appropriate amendments to the Codes and Rules to the SFC. 11.2 委員會對紀律事宜…整句翻译
11.3 The Panel consists of up to 40 members not including members of the Disciplinary Chair Committee (see section 11.10 below) drawn from the financial and investment community, at least one of whom should be a non-executive director of the SFC. No Executive Directors or staff of the SFC may be members of the Panel. Members of the Panel are appointed, and may be removed, by the SFC. They normally hold office for a two-year term but may be reappointed at the end of each term. Discussions on proposals for review of or amendment to the Codes shall include the Executive Directors and staff of the SFC. 11.3 委員會由最多40名…整句翻译
11.4 The Panel will have a Chairman, and one or more Deputy Chairmen. The chairman of each meeting of the Panel will be either the Chairman or a Deputy Chairman of the Panel or, if neither is available, such other member as may be appointed by the Panel. The chairman of each meeting of the Panel will have a deliberative and a casting vote. 11.4 委員會設主席1名…整句翻译
11.5 Each member of the Panel and, where applicable, his firm, is required to comply with Conflicts of Interest Guidelines referred to in section 13.1 of this Introduction. 11.5 委員會每名委員及…整句翻译
11.6 Members of the Panel hearing a matter under sections 9.1, 10.1 or 12.1 of this Introduction will be remunerated at the prevailing rate determined from time to time by the SFC. 11.6 根據本引言第9.1…整句翻译
11.7 The Panel does not have the power to award costs. 11.7 委員會沒有權力判…整句翻译
11.8 The quorum for hearings before the Panel is five including the Chairman. If after the commencement of any hearing a member other than the Chairman is absent resulting in an inadequate quorum, that hearing may, with the consent of the parties, proceed with a quorum of four. In the event of equality of votes, the Chairman shall, as provided for in section 11.4 above, have a casting vote. 11.8 在委員會席前進行…整句翻译
11.9 The Chairman of a hearing and one other member of the Panel, may, as necessary, and subject to the approval of the Chief Executive Officer of the SFC, co-opt any suitably qualified person to participate as a member of the Panel. Such person will count as part of the quorum. 11.9 聆訊的主席及委員…整句翻译
Disciplinary Chair Committee 紀律研訊主席委員會…整句翻译
11.10 The Disciplinary Chair Committee is established under section 8(1) of the Securities and Futures Ordinance (Cap 571) and comprises up to 8 duly experienced and legally qualified persons who are willing to act as Chairman of the Panel in disciplinary proceedings and Chairman of the Takeovers Appeal Committee on a case-by-case basis. 11.10 紀律研訊主席委…整句翻译
11.11 Members of the Disciplinary Chair Committee will be remunerated at the prevailing rate determined from time to time by the SFC. 11.11 紀律研訊主席委…整句翻译
11.12 If no member of the Disciplinary Chair Committee is available or eligible to sit in a matter, at least 2 members of the Disciplinary Chair Committee may, subject to the approval of the Chief Executive Officer of the SFC, co-opt any duly experienced and legally qualified person who they consider appropriate, and who is willing to act as a Chairman of the Panel in disciplinary proceedings or the Takeovers Appeal Committee. 11.12 如紀律研訊主席…整句翻译
Secretary to the Panel 委員會的秘書…整句翻译
11.13 The Panel is assisted by a Secretary who is normally a staff member of the SFC. The duties of the Secretary are to deal with the administrative arrangements for hearings and to carry out such secretarial duties as may from time to time be directed by the Chairman of the Panel or the Takeovers Appeal Committee. 11.13 委員會由1 名秘…整句翻译
Legal Adviser to the Panel 委員會的法律顧問…整句翻译
11.14 The Chairman of the Panel may appoint a Legal Adviser to the hearing who will not normally be a staff member of the SFC. The Legal Adviser must not have participated in the matter at issue in the proceedings before the Panel and must raise with the Secretary any concerns over possible conflicts of interest in accordance with the Conflicts of Interest Guidelines referred to in section 13.1 below as if the Legal Adviser were a member of the Panel hearing the matter. 11.14 委員會主席可就…整句翻译
11.15 The Legal Adviser’s role is to assist/advise the Panel or its Chairman on questions of law or mixed fact and law and to intervene for the purpose either of informing the Panel of any irregularity in the conduct of the proceedings which comes to his knowledge, or of advising when it appears to him that, but for such advice, there is a possibility of a mistake in law being made. 11.15 法律顧問的角色…整句翻译
11.16 The Legal Adviser to the Panel is not a party to the proceedings or a witness in the proceedings and is therefore not subject to questioning by the parties. The parties may however address the Panel on any opinions expressed by the Legal Adviser. 11.16 委員會的法律顧…整句翻译
11.17 The substance of the Legal Adviser’s advice on issues of law or mixed fact and law which may impact on the Panel or its Chairman’s substantive decision, will be disclosed to the parties in order that they may comment upon it prior to a decision being made. The Legal Adviser’s advice on procedural matters need not be disclosed to the respondents. 11.17 法律顧問就法律…整句翻译
12. Disciplinary proceedings 12. 紀律研訊…整句翻译
12.1 The Executive may institute disciplinary proceedings before the Panel when it considers that there has been a breach of either of the Codes or of a ruling of the Executive or the Panel. 12.1 若執行人員認為有…整句翻译
12.2 A disciplinary case is one the sole or main purpose of which is to propose that disciplinary action should be taken. Disciplinary action is to be distinguished from requiring compliance with, or requiring that action be taken to remedy a breach of, the Codes or of a ruling of the Executive or the Panel. In any such case, the Executive invites the person concerned to appear before the Panel. If the Panel finds there has been a breach of either of the Codes or of a ruling, it may impose any of the following sanctions:- 12.2 紀律個案的唯一或…整句翻译
(a) issuance of a public statement which involves criticism; (a) 發表涉及批評的公…整句翻译
(b) public censure; (b) 公開譴責;…整句翻译
(c) requiring licensed corporations, licensed representatives, registered institutions, or relevant individuals, for a stated period, not to act or continue to act in any or a stated capacity for any person who has failed to comply, or has indicated that he does not intend to comply, with either of the Codes or a ruling; (c) 規定持牌法團、持…整句翻译
(d) banning advisers from appearing before the Executive or the Panel for a stated period; and/or (d) 禁止顧問在指定期…整句翻译
(e) requiring further action to be taken as the Panel thinks fit. (e) 委員會認為需要採…整句翻译
The Executive or the Panel may report a person to other regulatory authorities or professional bodies even though there has been no finding of a breach if the person so reported is governed by rules, regulations or standards of professional conduct of the relevant regulatory authority or professional body and the Executive or the Panel has reasonable grounds for believing that the conduct of such person may have contravened such rules, regulations or standards of professional conduct. 即使沒有發現任何違反…整句翻译
12.3 The Executive may itself deal with a disciplinary matter if the party to be disciplined agrees to the disciplinary action proposed to be taken by the Executive. 12.3 如果將受紀律制裁…整句翻译
12.4 Failure of any licensed corporation, licensed representative, registered institution, or relevant individuals, to comply with either of the Codes, or a ruling, or a requirement not to act for a named person in accordance with section 12.2(c) above, is a breach of the Codes and may result in disciplinary proceedings against such corporation, representative, institution, or individual under this section 12. It may (in accordance with the provisions of the relevant Ordinances) also lead to suspension or revocation of the licence or registration of such entity or person. 12.4 如果任何持牌法團…整句翻译
13. Hearings 13. 聆訊…整句翻译
13.1 The SFC, in consultation with the Panel, has adopted Conflicts of Interest Guidelines for the Panel and the Takeovers Appeal Committee. Accordingly, where, by reference to such Conflicts of Interest Guidelines, a matter is likely to create a conflict of interest for any member of the Panel hearing a matter, that member may not participate in the hearing. 13.1 證監會經諮詢委員…整句翻译
Hearings of the Panel 委員會的聆訊…整句翻译
13.2 All non-disciplinary hearings of the Panel under sections 9.1 and 10.1 of this Introduction are informal and are held in private as they often involve confidential price sensitive information. 13.2 委員會根據本引言…整句翻译
13.3 All disciplinary hearings of the Panel under section 12.1 of this Introduction are informal and in the interests of transparency are heard in public save in exceptional circumstances where it (or the Chairman of the hearing) considers it necessary to hear a matter in private in order to preserve commercial confidentiality such as price sensitive information. Hearings of the Panel which the Chairman has directed to be heard in private are confidential. 13.3 委員會根據本引言…整句翻译
13.4 In general, all parties are entitled to be present throughout the hearing and to see all papers submitted to the Panel. Occasionally, however, a party may wish to present evidence to the Panel which is of a confidential commercial nature. In such exceptional cases, the Panel may, if it is satisfied that such course is justified, be prepared to hear the evidence in question in the absence of some, or all, of the other parties involved. The parties shall be absent during the Panel’s deliberation on the case. 13.4 一般來說,所有當…整句翻译
13.5 Parties or persons attending a private hearing must not disclose any details of the hearing to any other person, including the media, and must not make use of any information acquired during the course of the hearing for purposes other than those connected with the hearing itself. In the event of a public hearing, if the Panel or the Chairman of the hearing directs that part or parts of the hearing are held in private under sections 13.3 or 13.4 of this Introduction, the same restrictions will apply to parties or persons attending the private part(s) of the hearing. 13.5 出席非公開聆訊的…整句翻译
13.6 At hearings before the Panel the matter is usually presented in person by the parties and/or their financial advisers. Parties may, if they so wish, be represented by their legal advisers although this is not usual at non-disciplinary hearings. 13.6 在委員會席前進行…整句翻译
13.7 There are no rules of evidence. 13.7 委員會並無訂立任…整句翻译
13.8 The Panel directs its own proceedings and may make any enquiries it deems relevant or appropriate. 13.8 委員會自行安排其…整句翻译
13.9 Hearings are conducted in accordance with the Panel’s Rules of Procedure which are issued by the SFC from time to time. The Rules of Procedure are available on the SFC’s website. 13.9 聆訊是根據證監會…整句翻译
13.10 The Chairman of the hearing may give any preliminary or procedural direction as he considers appropriate for the determination of a matter without the need for a hearing. Any ruling made by the Chairman is a ruling of the Panel. 13.10 聆訊的主席可無…整句翻译
13.11 The Chairman of a disciplinary hearing may decide all questions of law (as opposed to Codes issues). The Chairman of such hearing may also decide questions of mixed fact and law in consultation with the other members of the Panel if he thinks necessary. In non-disciplinary hearings questions of law and questions of mixed fact and law will be decided by the Panel collectively. 13.11 紀律聆訊的主席…整句翻译
14. The Takeovers Appeal Committee 14. 收購上訴委員會…整句翻译
14.1 Like the Panel, the Takeovers Appeal Committee is a committee of the SFC established under section 8(1) of the Securities and Futures Ordinance (Cap. 571). 14.1 一如委員會,收購…整句翻译
14.2 The Takeovers Appeal Committee reviews disciplinary rulings of the Panel for the sole purpose of determining whether any sanction imposed by the Panel is unfair or excessive based upon the Panel’s finding of facts. 14.2 收購上訴委員會覆…整句翻译
14.3 The Takeovers Appeal Committee comprises a Chairman who is a member of the Disciplinary Chair Committee and other members of the Panel who are selected on a case-by-case basis. No member of the Panel may participate in a hearing of the Takeovers Appeal Committee if he had participated in the disciplinary proceedings in question. 14.3 收購上訴委員會由…整句翻译
14.4 Members of the Takeovers Appeal Committee will be remunerated at the prevailing rate determined from time to time by the SFC. 14.4 收購上訴委員會的…整句翻译
14.5 An application for appeal must be made in writing to the Takeovers Appeal Committee not later than 5 business days after the ruling in question. The application must state the full grounds of appeal together with reasons. 14.5 上訴申請必須於有…整句翻译
14.6 The quorum for hearings before the Takeovers Appeal Committee is three including the Chairman. If after the commencement of any hearing a member other than the Chairman is absent resulting in an inadequate quorum, that hearing may, with the consent of the parties, proceed with a quorum of two. In the event of equality of votes, the Chairman shall have the casting vote. 14.6 在收購上訴委員會…整句翻译
14.7 The Chairman of a hearing and one other member of the Panel, may, as necessary, and subject to the approval of the Chief Executive Officer of the SFC, co-opt any suitably qualified person to participate as a member of the Takeovers Appeal Committee. Such person will count as part of the quorum. 14.7 聆訊的主席及委員…整句翻译
14.8 The Takeovers Appeal Committee is assisted by a Secretary who will normally be a staff member of the SFC who did not act as Secretary to the Panel in the same matter. 14.8 收購上訴委員會由…整句翻译
15. Hearings of the Takeovers Appeal Committee 15. 收購上訴委員會的…整句翻译
15.1 Each member of the Takeovers Appeal Committee is required to comply with Conflicts of Interest Guidelines referred to in section 13.1 of this Introduction. 15.1 收購上訴委員會的…整句翻译
15.2 All hearings of the Takeovers Appeal Committee are informal and in the interests of transparency are heard in public save in exceptional circumstances where it (or the Chairman of the hearing) considers it necessary to hear a matter in private in order to preserve commercial confidentiality such as price sensitive information. 15.2 收購上訴委員會的…整句翻译
15.3 Hearings before the Takeovers Appeal Committee are generally conducted in a similar way to those before the Panel and in accordance with the Takeovers Appeal Committee’s Rules of Procedure which are issued by the SFC from time to time. Sections 13.4 to 13.11 of this Introduction apply equally to hearings of the Takeovers Appeal Committee. The Rules of Procedure are available on the SFC’s website. 15.3 一般來說,收購上…整句翻译
16. Publication of rulings 16. 公布裁定…整句翻译
16.1 Irrespective of the outcome of a matter, and subject to confidentiality considerations of a commercial nature, it is the policy of the Panel and the Takeovers Appeal Committee to publish their rulings, and the reasons for those rulings on the SFC’s website, as soon as reasonably practicable, so that their activities may be understood by the public. This includes a ruling of the Panel involving a finding of breach or breaches of the Codes which is pending appeal to the Takeovers Appeal Committee. In matters where the ruling is price sensitive, or otherwise subject to confidentiality considerations of a commercial nature, the announcement of the ruling will be published as soon as the information is no longer price sensitive or commercially confidential. 16.1 不論某事宜的結果…整句翻译
16.2 In a private hearing parties or persons appearing before the Panel or the Takeovers Appeal Committee must not make any announcement of a ruling before the public announcement by the Panel or the Takeovers Appeal Committee. Such parties or persons may comment on the ruling but no announcement by any of them may contain any information about the meeting, or make any reference to the text of the ruling or the reasons for it in terms other than those used in the public announcement issued by the Panel or the Takeovers Appeal Committee. 16.2 在非公開聆訊中出…整句翻译
16.3 Subject to confidentiality considerations of a commercial nature such as price sensitive information, it is the policy of the Executive to publish an announcement when it initiates proceedings before the Panel under section 12.1 of this Introduction and to publish its important rulings and interpretations of the Codes, and the reasons for them, so that its activities may be understood by the public. There may be announcements of rulings in specific matters where the rulings are considered to have general application, or statements of policy which may take the form of Practice Notes setting out in greater detail the Executive’s practice and interpretation of the Codes. 16.3 除非基於價格敏感…整句翻译
17. Co-operation with other authorities 17. 與其他當局合作…整句翻译
17.1 Information given to the Executive, the Panel or the Takeovers Appeal Committee will be treated in the strictest confidence. Because of the overriding importance of maintaining a fair market and curbing improper activities, this information is made available to the SFC subject to the SFC’s own obligations of confidentiality laid down by the Securities and Futures Ordinance (Cap. 571). Subject to those obligations, the SFC may from time to time give information received by it to other regulatory authorities, so that they can discharge their own duties. Conversely, the Executive may from time to time receive information from other regulatory bodies which is relevant to a matter then current. Cooperation with other regulatory authorities is regarded as an important part of the Executive’s and the SFC’s functions. 17.1 交給執行人員、委…整句翻译
18. Review by SFC 18. 證監會進行覆核…整句翻译
18.1 As a matter of general policy, the SFC will not normally review or otherwise involve itself in a ruling of the Panel or the Takeovers Appeal Committee. 18.1 根據一般政策,證…整句翻译

THE CODES ON TAKEOVERS AND MERGERS AND SHARE REPURCHASES

THE CODES ON TAKEOVERS AND MERGERS AND SHARE REPURCHASES

《公司收購、合併及股份購回守則》

《公司收購、合併及股份購回守則》

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