香港双语法律 – 《公司收購、合併及股份購回守則》之定义部分

DEFINITIONS 定 義…整句翻译
Acquisition of voting rights: Acquisition of voting rights includes the exercise of control or direction over voting rights other than by way of a revocable proxy given for no or nominal consideration for the purpose of one meeting of shareholders only. 取得投票權(Acquisit…整句翻译
Acting in concert: Persons acting in concert comprise persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate to obtain or consolidate “control” (as defined below) of a company through the acquisition by any of them of voting rights of the company. 一致行動(Acting in…整句翻译
Without prejudice to the general application of this definition, persons falling within each of the following classes will be presumed to be acting in concert with others in the same class unless the contrary is established:– 在不影響本項定義的一…整句翻译
(1) a company, its parent, its subsidiaries, its fellow subsidiaries, associated companies of any of the foregoing, and companies of which such companies are associated companies; (1) 一間公司、其母公…整句翻译
(2) a company with any directors (together with their close relatives, related trusts and companies controlled# by any of the directors, their close relatives or related trusts) of it or of its parent; (2) 一間公司與其任何…整句翻译
(3) a company with any of its pension funds, provident funds and employee share schemes; (3) 一間公司及其任何…整句翻译
Note: Class (3) does not apply to an employee benefit trust. The Executive will apply Note 20 to Rule 26.1 to determine whether the directors and shareholders of a company are acting in concert with the trustees of an employee benefit trust of the same company. 註釋: 有關推定的第(…整句翻译
(4) a fund manager (including an exempt fund manager) with any investment company, mutual fund, unit trust or other person, whose investments such fund manager manages on a discretionary basis, in respect of the relevant investment accounts; (4) 一名基金經理(包…整句翻译
(5) a financial or other professional adviser (including a stockbroker)* with its client in respect of the shareholdings of the adviser and persons controlling#, controlled by or under the same control as the adviser (except in the capacity of an exempt principal trader); (5) 一名財務顧問或其…整句翻译
(6) directors of a company (together with their close relatives, related trusts and companies controlled# by such directors, their close relatives and related trusts) which is subject to an offer or where the directors have reason to believe a bona fide offer for their company may be imminent; (6) 一間公司的董事(…整句翻译
(7) partners; (7) 合夥人;…整句翻译
(8) an individual (including any person who is accustomed to act in accordance with the instructions of the individual) with his close relatives, related trusts and companies controlled# by him, his close relatives or related trusts; and (8) 一名個人(包括慣…整句翻译
(9) a person, other than an authorised institution within the meaning of the Banking Ordinance (Cap. 155) lending money in the ordinary course of business, providing finance or financial assistance (directly or indirectly) to any person (or a person acting in concert with such a person) in connection with an acquisition of voting rights (including any direct or indirect refinancing of the funding of the acquisition). (9) 任何就取得投票權…整句翻译
# See Note 1 at the end of the definitions. # 見定義結尾部分註釋…整句翻译
* See Note 2 at the end of the definitions. * 見定義結尾部分註釋…整句翻译
Notes to the definition of acting in concert: 一致行動的定義的註釋…整句翻译
1. Classes (1) and (8) 1. 第(1)及(8)類別…整句翻译
If an individual owns or controls 20% or more of the voting rights of a company in class (1), he and one or more other persons falling within class (8) will be presumed to be acting in concert with one or more persons in class (1) unless the contrary is established. 如果某人擁有或控制屬…整句翻译
2. Full information required 2. 須披露全部資料…整句翻译
In cases where the question of whether parties are acting in concert is being investigated, relevant parties will be required to disclose all relevant information including their dealings in the relevant securities of the offeree company or potential offeree company. Failure to do so may result either in disciplinary proceedings or in an inference being drawn that they are acting in concert. 如果正在調查當事人是…整句翻译
3. Break up of concert parties 3. 一致行動當事人的解…整句翻译
When a ruling or admission has been made that a group of persons is or has been acting in concert, it will be necessary for clear evidence to be presented before it can be accepted that they are no longer acting in concert. 如果已裁定或有當事人…整句翻译
4. Consortium offers 4. 財團的要約…整句翻译
Investors in a consortium formed for the purpose of making an offer (e.g. through a vehicle company) will normally be treated as acting in concert with the offeror. Where such an investor is part of a larger organisation, the Executive should be consulted to establish which other parts of the organisation will also be regarded as acting in concert. (See also the definitions of connected fund manager and connected principal trader and Rule 21.6 regarding discretionary fund managers.) 為提出要約(例如透過…整句翻译
5. Irrevocable undertakings and warranties 5. 不可撤回的承諾及保…整句翻译
Where a shareholder gives an irrevocable undertaking to an offeror to accept his offer (or, in the case of a scheme of arrangement, to vote in favour of the relevant resolution to approve such scheme of arrangement) and/or provides warranties to an offeror in relation to the offeree company, the giving of the irrevocable undertaking and/or the warranties will not, of itself and in the absence of any other factor, lead to the presumption that the shareholder is acting in concert with that offeror. 如果一名股東給予要約…整句翻译
6. Standstill agreements 6. 暫停協議…整句翻译
Agreements between a company, or the directors of a company, and a shareholder which restrict the shareholder or the directors from either offering for, or accepting an offer for, the shares of the company or from increasing or reducing shareholdings, may be relevant for the purpose of this definition. In cases of doubt, the Executive should be consulted. (See Rule 33.2.) 一間公司或一間公司的…整句翻译
7. Class (6) – whitewashes 7. 第(6)類別-清洗交…整句翻译
For the purposes of class (6), an offer includes a transaction which is to be the subject of a whitewash application. 就第(6)類別而言,要約…整句翻译
8. Close relatives 8. 近親…整句翻译
For the purposes of classes (2), (6) and (8) “close relatives” shall mean a person’s spouse, de facto spouse, children, parents and siblings. 就第(2)、(6)及(8)類別…整句翻译
9. Underwriting arrangements 9. 包銷安排…整句翻译
The relationship between an underwriter (or sub-underwriter) of a cash alternative offer and an offeror may be relevant for the purpose of this definition. Underwriting arrangements on arms’ length commercial terms would not normally amount to an agreement or understanding within the meaning of acting in concert. The Executive recognises that such underwriting arrangements may involve special terms determined by the circumstances, such as weighting of commissions by reference to the outcome of the offer. However, in some cases, features of underwriting arrangements, for example the proportion of the ultimate total liability assumed by an underwriter, the commission structure or the degree of involvement of the underwriter with the offeror in connection with the offer, may be such as to lead the Executive to conclude that a sufficient level of understanding has been created between the offeror and the underwriter to amount to an agreement or understanding within the meaning of acting in concert. In cases of doubt, the Executive should be consulted. A purchaser may be prepared to acquire part only of a holding, particularly where he wishes to acquire under 30%, thereby avoiding an obligation under Rule 26 to make a general offer. The Executive will be particularly concerned in such cases to see that underwriting arrangements made by a vendor do not amount to an agreement or understanding with the purchaser within the meaning of acting in concert. 提供現金選擇的要約的…整句翻译
10. Transfer of voting rights as a gift or at nominal consideration 10. 作為禮物或以象徵…整句翻译
In cases where a person transfers voting rights, in whole or in part, to another person, as a gift or for nominal consideration, the transferor and transferee will be presumed to be acting in concert under class (9). Class (9) does not normally apply to a charitable body exempt under the Inland Revenue Ordinance (Cap. 112). The Executive should be consulted in the case of charitable bodies established under overseas jurisdictions. 任何人如以禮物形式或…整句翻译
Associate: It is not practicable to define associate in terms which would cover all the different relationships which may exist in an offer. The term associate will cover all persons acting in concert with an offeror. It is also intended to apply to a wider range of persons (who may not be acting in concert) and will cover all persons who directly or indirectly own or deal in the relevant securities of an offeror or the offeree company in an offer and who have (in addition to their normal interests as shareholders) an interest or potential interest, whether commercial, financial or personal, in the outcome of the offer. 聯繫人(Associate):…整句翻译
Without prejudice to the generality of the foregoing, the term associate normally includes the following:– 在不影響上文的一般適…整句翻译
(1) an offeror’s or the offeree company’s parent, subsidiaries and fellow subsidiaries, and their associated companies, and companies of which such companies are associated companies; (1) 要約人或受要約公…整句翻译
(2) any bank and financial and other professional adviser (including a stockbroker)* to an offeror, the offeree company or any company in class (1), including persons controlling#, controlled by or under the same control as such banks, financial and other professional advisers; (2) 要約人,受要約公…整句翻译
(3) the directors (together with their close relatives**, related trusts and companies controlled# by any of the directors, their close relatives or related trusts) of an offeror, the offeree company or any company in class (1); (3) 要約人、受要約公…整句翻译
(4) the pension funds, provident funds and employee share schemes of an offeror, the offeree company or any company in class (1); (4) 要約人、受要約公…整句翻译
(5) any investment company, unit trust or other person whose investments an associate manages on a discretionary basis, in respect of the relevant investment accounts; (5) 就有關的投資戶口…整句翻译
(6) a person who owns or controls 5% or more of any class of relevant securities (as defined in paragraphs (a) to (d) in Note 4 to Rule 22) issued by an offeror or the offeree company, including a person who as a result of any transaction owns or controls 5% or more. When two or more persons act pursuant to an agreement or understanding (formal or informal) to acquire or control such securities, they will be deemed to be a single person for the purpose of this paragraph. Such securities managed on a discretionary basis by an investment management group will, unless otherwise agreed by the Executive, also be deemed to be those of a single person (see Rule 22.3); and (6) 擁有或控制5%或以…整句翻译
(7) a company having a material trading arrangement with an offeror or the offeree company. (7) 與要約人或受要約…整句翻译
# See Note 1 at the end of the definitions. # 見定義結尾部分的註…整句翻译
* See Note 2 at the end of the definitions. * 見定義結尾部分的註…整句翻译
** See Note 8 to the definition of acting in concert. ** 見一致行動定義的註…整句翻译
Associated company: A company shall be deemed to be an associated company of another company if one of them owns or controls 20% or more of the voting rights of the other or if both are associated companies of the same company. 聯屬公司(Associated…整句翻译
Business day: A business day is a day on which the Stock Exchange is open for the transaction of business. 營業日(Business day…整句翻译
Cash purchases: Cash purchases include contracts or arrangements where the consideration consists of a debt instrument capable of being paid off in less than 3 years. 現金購買(Cash purch…整句翻译
Codes: Codes means the Takeovers Code and the Share Repurchase Code. 兩份守則(Codes):兩…整句翻译
Connected fund manager and connected principal trader: A fund manager or principal trader will be connected with an offeror or the offeree company, as the case may be, if the fund manager or principal trader controls#, is controlled by or is under the same control as:– 關連基金經理及關連自…整句翻译
(1) an offeror; (1) 要約人;…整句翻译
(2) the offeree company; (2) 受要約公司;…整句翻译
(3) any bank or financial or other professional adviser (including a stockbroker)* to an offeror or the offeree company; or (3) 要約人或受要約公…整句翻译
(4) an investor in a consortium formed for the purpose of making an offer (e.g. through a special purpose company). (4) 為作出要約(例如…整句翻译
# See Note 1 at the end of the definitions. # 見定義結尾部分的註…整句翻译
* See Note 2 at the end of the definitions. * 見定義結尾部分的註…整句翻译
Control: Unless the context otherwise requires, control shall be deemed to mean a holding, or aggregate holdings, of 30% or more of the voting rights of a company, irrespective of whether that holding or holdings gives de facto control. 控制權(Control):除…整句翻译
Convertible securities: Unless the context otherwise requires, convertible securities means securities convertible or exchangeable into new shares or existing shares in a company. 可轉換證券(Converti…整句翻译
Derivative: Derivative includes any financial product whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security or securities and which does not include the possibility of delivery of such underlying security or securities. 衍生工具(Derivative…整句翻译
Note to the definition of derivative: 衍生工具定義註釋:…整句翻译
The term “derivative” is intentionally widely defined to encompass all types of derivative transactions. However, it is not the intention of the Codes to restrict dealings in, or require disclosure of, derivatives which have no connection with an offer or potential offer. Offerors, offeree companies and their financial advisers should consult the Executive at the earliest time to determine whether a dealing in a derivative is to be regarded as having a connection with the offer or potential offer. The Executive will not normally regard a derivative which is referenced to a basket or index including relevant securities as connected with an offeror or potential offeror if at the time of dealing the relevant securities in the basket or index represent less than 1% of the class in issue and less than 20% of the value of the securities in the basket or index. In cases of doubt the Executive should be consulted. “衍生工具”一詞刻意…整句翻译
Directors: Directors include persons in accordance with whose instructions the directors or a director are accustomed to act. 董事(Directors):董…整句翻译
Document: Unless the context otherwise requires, document includes any announcement, advertisement or document issued or published by any party to an offer or possible offer in connection with such offer or possible offer, other than documents which are required to be put on display for inspection under Notes 1 and 2 to Rule 8 of the Takeovers Code. For this purpose, parties to an offer or possible offer include all offerors, the offeree company, shareholders of an offeror or the offeree company and any persons acting in concert with any of them. Document also includes any announcement, advertisement or document issued or published by any person in connection with a transaction:– 文件(Document):除…整句翻译
(1) where a ruling is sought that no offer obligation arises; (1) 尋求作出裁定,藉…整句翻译
(2) which is stated to be conditional on no such offer obligation arising; or (2) 交易已被指明在不…整句翻译
(3) which is stated to be conditional on a ruling being given that no such offer obligation arises. (3) 交易已被指明必須…整句翻译
Employee share repurchase: Employee share repurchase means a share repurchase made by an offeror from one or more of its current or former employees, or the current or former employees of a subsidiary of the offeror, in accordance with an employee share option scheme which has been approved by shareholders of the offeror in general meeting. 僱員股份購回(Employ…整句翻译
Executive: Executive means the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director. 執行人員(Executive)…整句翻译
Exempt fund manager: An exempt fund manager is a person who manages investment accounts on a discretionary basis and is recognised by the Executive as an exempt fund manager for the purposes of the Codes (see Notes to the definitions of exempt fund manager and exempt principal trader). 獲豁免基金經理(Exem…整句翻译
Exempt principal trader: An exempt principal trader is a person who trades as a principal in securities only for the purpose of derivative arbitrage or hedging activities such as closing out existing derivatives, delta hedging in respect of existing derivatives, index related product or tracker fund arbitrage in relation to the relevant securities or other similar activities assented to by the Executive during an offer period, and is recognised by the Executive as an exempt principal trader for the purposes of the Codes. 獲豁免自營買賣商(Ex…整句翻译
Notes to the definitions of exempt fund manager and exempt principal trader: 獲豁免基金經理及獲豁…整句翻译
1. Persons who manage investment accounts on a discretionary basis and principal traders may apply to the Executive to seek the relevant exempt status and will have to comply with any requirements imposed by the Executive as a condition of the grant of such status. The Executive will normally require an applicant for exempt principal trader status to describe to the Executive on application the securities and other instruments in which the applicant is or proposes to be trading as principal. This disclosure will be a continuing obligation, in particular at the beginning of and during an offer period. (See Rule 22.) 1. 以全權委託方式管理…整句翻译
2. When a principal trader or fund manager is connected with an offeror or the offeree company, exempt status is relevant only where the sole reason for the connection is that the principal trader or fund manager controls#, is controlled by or is under the same control as a financial or other professional adviser (including a stockbroker)* to an offeror or the offeree company. References in the Codes to exempt principal traders or exempt fund managers should be construed accordingly. (See also Rule 21.6 regarding discretionary fund managers.) 2. 當自營買賣商或基金…整句翻译
# See Note 1 at the end of the definitions. # 見定義的結尾部分的…整句翻译
* See Note 2 at the end of the definitions. * 見定義的結尾部分的…整句翻译
Exempt share repurchase: Exempt share repurchase means a share repurchase that falls into one of the following categories:– 獲豁免股份購回(Exem…整句翻译
(1) an employee share repurchase; (1) 僱員股份購回;…整句翻译
(2) a share repurchase made in accordance with the terms and conditions attached to the shares being repurchased which either permit or require such share repurchase without the prior agreement of the owners of the shares; (2) 按照附於被購回的…整句翻译
(3) a share repurchase made by a company at the request of the owners of the shares repurchased in accordance with the terms and conditions attached to the shares which provide the owners of the shares a right to require the company to effect such share repurchase; and (3) 一間公司應被購回…整句翻译
(4) a share repurchase that is required by the law of the jurisdiction in which the offeror is incorporated or otherwise established. (4) 要約人註冊或以其…整句翻译
Licensed corporation: means a licensed corporation as defined in Part 1 to Schedule 1 of the Securities and Futures Ordinance (Cap. 571). 持牌法團(Licensed c…整句翻译
Licensed representative: means a licensed representative as defined in Part 1 to Schedule 1 of the Securities and Futures Ordinance (Cap. 571). 持牌代表(Licensed r…整句翻译
Listing Rules: Listing Rules means the Rules Governing the Listing of Securities on the Stock Exchange. 《上市規則》(Listin…整句翻译
Offer: Offer includes takeover and merger transactions however effected, including schemes of arrangement which have similar commercial effect to takeovers and mergers, partial offers, and offers by a parent company for shares in its subsidiary and (where appropriate) share repurchases by general offer. 要約(Offer):要約包…整句翻译
Note to definition of offer: 要約定義的註釋:…整句翻译
A voluntary offer may not normally be made at a price that for the purpose of this Note is substantially below the market price of the shares in the offeree company. A voluntary offer at more than a 50% discount to the lesser of the closing price of the relevant shares of the offeree company on the day before the Rule 3.5 announcement and the 5 day average closing price prior to such day will normally be considered as being “substantially below the market price of the shares in the offeree company”. The Executive will only grant a waiver from the application of this Note in exceptional circumstances. In all cases which fall within this Note, the Executive should be consulted. 自願要約通常不可以(…整句翻译
Offeror: Offeror includes companies wherever incorporated and individuals wherever resident. In relation to share repurchases, offeror means a company engaged in, or considering engaging in, a share repurchase in respect of its own shares. 要約人(Offeror):要…整句翻译
Offer period: Offer period means the period:– 要約期(Offer period…整句翻译
from: the time when an announcement is made of a proposed or possible offer (with or without terms) 由:建議要約或可能要…整句翻译
until: whichever is the latest of:– 至:下述最遲的時間:…整句翻译
(1) the date when the offer closes for acceptances; (1) 當要約截止不再可…整句翻译
(2) the date when the offer lapses; (2) 當要約失去時效的…整句翻译
(3) the time when a possible offeror announces that the possible offer will not proceed; (3) 當可能要約的要約…整句翻译
(4) the date when an announcement is made of the withdrawal of a proposed offer; and (4) 當撤回建議要約的…整句翻译
(5) where the offer contains a possibility to elect for alternative forms of consideration, the latest date for making such election. (5) 如要約包括選擇以…整句翻译
Notes to the definition of offer period: 要約期定義的註釋:…整句翻译
1. In the case of a scheme of arrangement, the offer will normally be considered to be unconditional in all respects only when the scheme becomes effective. 1. 如屬協議安排,要約…整句翻译
2. References to the offer period throughout the Codes are to the time during which the offeree company is in an offer period, irrespective of whether a particular offeror or potential offeror was contemplating an offer when the offer period commenced. 2. 在兩份守則內對要約…整句翻译
3. Where there are two or more offers or possible offers outstanding the closure of an offer period in respect of one offer or possible offer does not affect the termination of any other offer or possible offer. 3. 假如有兩項或更多的…整句翻译
Off-market share repurchase: Off-market share repurchase means a share repurchase that is not a share repurchase by general offer, an exempt share repurchase or an on-market share repurchase. 場外股份購回(Off-ma…整句翻译
On-market share repurchase: On-market share repurchase means a share repurchase made by:– 場內股份購回(On-mar…整句翻译
(1) a company having a listing on the Stock Exchange through the facilities of the Stock Exchange in accordance with the Listing Rules; (1) 在聯合交易所上市…整句翻译
(2) a company having a primary listing on the Stock Exchange through the facilities of a recognised exchange, provided such share repurchase is made in accordance with the rules of such recognised exchange; (2) 在聯合交易所作第…整句翻译
(3) a company having a primary listing on the Stock Exchange through the facilities of another exchange in accordance with the Listing Rules applied with references to “the Exchange” in Rules 10.06(1), (2) and (6) of the Listing Rules being construed as references to “on another exchange” or “on the other exchange”, as appropriate; (3) 在聯合交易所作第…整句翻译
(4) a company having a secondary listing on the Stock Exchange through the facilities of the Stock Exchange in accordance with rules of a recognised exchange; or (4) 在聯合交易所作第…整句翻译
(5) a company having a secondary listing on the Stock Exchange through the facilities of a recognised exchange in accordance with rules of such recognised exchange. (5) 在聯合交易所作第…整句翻译
Options: Unless the context otherwise requires, options means options to subscribe or purchase new shares or existing shares in a company. 期權(Options):除文…整句翻译
Panel: Panel means the Takeovers and Mergers Panel. 委員會(Panel):委員…整句翻译
Person: Person may be an individual or a company. 人、人士(Person):…整句翻译
Privatisation: Privatisation means an offer (other than a partial offer), however effected, for a company by a shareholder which has control of that company, as defined above, or by any person or persons acting in concert with such shareholder. 私有化(Privatisatio…整句翻译
Public company in Hong Kong: Public company in Hong Kong means any company which is subject to the Codes under sections 4.1 or 4.2 of the Introduction to the Codes. 在香港的公眾公司(Pu…整句翻译
Recognised exchange: Recognised exchange means an exchange recognised by the Executive and the Stock Exchange as having share repurchase rules applicable to the company that are comparable to those of the Listing Rules. 認可交易所(Recognis…整句翻译
Registered institution: means a registered institution as defined in Part 1 to Schedule 1 of the Securities and Futures Ordinance (Cap. 571). 註冊機構(Registered…整句翻译
Relevant individual: means a relevant individual as defined in section 20(10) of the Banking Ordinance (Cap. 155). 有關人士(Relevant i…整句翻译
Rights over shares: Rights over shares include any rights acquired by a person under an agreement to purchase, or an option to acquire, shares, options, warrants, convertible securities or voting rights (or control of any of them), or any irrevocable commitment to accept an offer. 股份權利(Rights ove…整句翻译
Ruling: Ruling includes any ruling, waiver, consent, decision, confirmation or other determination in writing under the Codes by the Executive, the Panel or the Takeovers Appeal Committee. 裁定(Ruling):裁定…整句翻译
Securities exchange offer: Securities exchange offer means an offer in which the consideration includes securities of the offeror or any other company. 證券交換要約(Securi…整句翻译
SFC: SFC means the Securities and Futures Commission. 證監會(SFC):證監會…整句翻译
Share repurchase: Share repurchase means a purchase of shares, or an offer to purchase, redeem or otherwise acquire shares of an offeror made by an offeror, including a privatisation, scheme of arrangement or other form of reorganisation that consists in whole or in part of such an offer. 股份購回(Share repu…整句翻译
Share repurchase by general offer: Share repurchase by general offer means a share repurchase effected by way of an offer made by an offeror to all holders of shares of a class of shares of the offeror. 透過全面要約進行的股…整句翻译
Share Repurchase Code: Share Repurchase Code means the Code on Share Repurchases. 《股份購回守則》(Sh…整句翻译
Shares: For the purpose of the Share Repurchase Code, shares means shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by a company or any of its subsidiaries. 股份(Shares):就《…整句翻译
Stock Exchange: Stock Exchange means The Stock Exchange of Hong Kong Limited. 聯合交易所(Stock Ex…整句翻译
Subsidiary: Subsidiary has the meaning attributed to such term by the Companies Ordinance (Cap. 32) and includes any other entity whose assets and liabilities and results are consolidated in an entity’s financial statements (or would be, if they were drawn up as at the relevant date). 附屬公司(Subsidiary…整句翻译
Substantial shareholder: Substantial shareholder means a person who holds 10% or more of the voting rights of a company. 大股東(Substantial…整句翻译
TA: means the Telecommunications Authority appointed under section 5 of the Telecommunications Ordinance (Cap. 106). 電訊局長(TA):電訊…整句翻译
Takeovers Code: Takeovers Code means the Code on Takeovers and Mergers. 《收購守則》(Takeov…整句翻译
Voting rights: Voting rights means all the voting rights currently exercisable at a general meeting of a company whether or not attributable to the share capital of the company. 投票權(Voting right…整句翻译
Warrants: Unless the context otherwise requires, warrants means rights to subscribe or purchase new shares or existing shares in a company. 認股權證(Warrants)…整句翻译
Notes to Definitions: 定義註釋:…整句翻译
1. Control 1. 控制權…整句翻译
The normal test for whether a person controls, is controlled by or is under the same control as another person, is by reference to the definition of control, that is by reference to holding 30% or more of the voting rights of a company. In cases of doubt, the Executive should be consulted. 若要檢定某人是否控制…整句翻译
2. References to banks or financial advisers 2. 對銀行或財務顧問的…整句翻译
References to “bank” do not apply to a bank whose sole relationship with a party to an offer is the provision of normal commercial banking services or such activities in connection with the offer as confirming that cash is available, handling acceptances and other registration work. 對“銀行”的提述,並…整句翻译
References to “financial and other professional adviser (including a stockbroker)” in relation to a party to an offer do not include an organisation which has stood down, because of a conflict of interest or otherwise, from acting for that party in connection with the offer. If the organisation is to have a continuing involvement with that party during the offer period, the Executive must be consulted. The above exclusion will normally apply only if the Executive is satisfied that the involvement is entirely unconnected with the offer. 對與要約的當事人有關…整句翻译

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