香港双语法律 – 《公司收購、合併及股份購回守則》之股份购回守则

CODE ON SHARE REPURCHASES 公司股份購回守則…整句翻译
RULE 1 規則1…整句翻译
1. Methods of share repurchase 1. 進行股份購回的方法…整句翻译
A company may only engage in the following types of share repurchase:– 公司只可以進行下列各…整句翻译
(a) an on-market share repurchase; (a) 場內股份購回;…整句翻译
(b) an off-market share repurchase approved in accordance with Rule 2; (b) 根據規則2獲批准的…整句翻译
(c) an exempt share repurchase; and (c) 獲豁免的股份購回…整句翻译
(d) a share repurchase by general offer in accordance with the General Principles and Rules of the Codes. (d) 根據兩份守則的一…整句翻译
A share repurchase may normally be made only by the company the shares of which are the subject of the share repurchase. Where a wholly owned subsidiary of a company has issued securities exercisable or convertible into shares of that company such subsidiary may redeem or repurchase such securities in accordance with the terms of their issue. 股份購回通常只能夠由…整句翻译
RULE 2 規則2…整句翻译
2. Off-market share repurchases 2. 場外股份購回…整句翻译
Off-market share repurchases must be approved by the Executive before a repurchasing company acquires any shares pursuant to such share repurchase. Such approval will normally be conditional upon the following:– 場外股份購回必須先經…整句翻译
(a) approval of the proposed off-market share repurchase by at least three-fourths of the votes cast on a poll by disinterested shareholders in attendance in person or by proxy at a general meeting of shareholders duly convened and held to consider the proposed transaction (see also Rule 2.9); (a) 在為審議建議的交…整句翻译
(b) the notice of meeting convening such general meeting being accompanied by a circular containing, in addition to the information to be disclosed in an offer document by virtue of Rule 4 and, where applicable, Rule 5, the following:- (b) 召開股東大會的開…整句翻译
(i) the identity of the proposed offeree(s) and a description of its (their) business activities and its (their) relationship with the offeror, if any; (i) 建議的受要約人的…整句翻译
(ii) a description of the terms and conditions of the agreement(s) between the company and the proposed offeree(s); and (ii) 公司與建議的受要…整句翻译
(iii) the advice of an independent financial adviser and the recommendation of an independent committee of the company’s board of directors as to whether shareholders should approve or disapprove the offmarket share repurchase proposal; (iii) 由獨立財務顧問…整句翻译
(c) a certified copy of the resolution contemplated by Rule 2(a) being filed with the Executive within 3 days of the general meeting of shareholders at which such resolution is passed; and (c) 在通過有關決議的…整句翻译
(d) a copy of the agreement(s) referred to in Rule 2(b)(ii) above being available for inspection by shareholders at the meeting convened to consider the off-market share repurchase proposal and during the period from the date of mailing the notice of meeting up to and including the date of such general meeting. (d) 在為審議場外股份…整句翻译
RULE 3 規則3…整句翻译
3. Shareholder approval 3. 股東的批准…整句翻译
3.1 General meeting to approve a share repurchase by general offer 3.1 批准透過全面要約…整句翻译
A share repurchase by general offer must be approved by a majority of the votes cast by shareholders in attendance in person or by proxy at a general meeting of the shareholders duly convened and held to consider the proposed share repurchase. Such general meeting shall be convened by a notice of meeting which is accompanied by the offer document (see also Rule 2.9). If shareholders do not approve the share repurchase, the offer must lapse. 透過全面要約進行的股…整句翻译
A certified copy of the ordinary resolution contemplated by this Rule 3.1 must be filed with the Executive within 3 days of the general meeting of shareholders at which such resolution is passed. 本規則3.1所指的普通決…整句翻译
Note to Rule 3.1: 規則3.1的註釋:…整句翻译
Exemption from Companies Ordinance (Cap. 32) 豁免遵守《公司條例》…整句翻译
The offeror must apply to the Executive for exemption from the requirements of section 49BA(3)(a) so as to allow the notice of general meeting to be accompanied by the offer document and for the offer document to be despatched within 21 days of the announcement. No fee will be charged for such application for exemption. (See Rule 5.1(c) and also paragraph 5.0 of Schedule V.) 要約人必須向執行人員…整句翻译
3.2 Approval by independent shareholders 3.2 獲獨立股東批准…整句翻译
If a shareholder has a material interest in a share repurchase which is different from the interests of all other shareholders, the Executive will normally require the share repurchase to be approved by a majority of the votes cast by all other shareholders in attendance in person or by proxy at a general meeting of shareholders duly convened and held to consider the share repurchase. 如果股東在股份購回上…整句翻译
3.3 Approval of delistings and privatisations by independent shareholders 3.3 獲獨立股東批准取…整句翻译
If after a proposed share repurchase the shares of an offeror are to be delisted from the Stock Exchange or the company is to be privatised, 如果在建議的股份購回…整句翻译
(a) the directors of the offeror and any persons acting in concert with them will not be considered to be independent and therefore they may not vote at the meeting of shareholders convened in accordance with the Listing Rules; and (a) 要約人的董事及與…整句翻译
(b) the share repurchase by general offer must be approved by:– (b) 該項透過全面要約…整句翻译
(i) at least 75% of the votes attaching to the shares owned by independent shareholders that are cast either in person or by proxy at a duly convened general meeting; and (i) 在適當地召開的股…整句翻译
(ii) the number of votes cast against the resolution being not more than 10% of the votes attaching to the shares owned by independent shareholders. (ii) 投票反對有關決議…整句翻译
3.4 Different classes of equity share capital 3.4 不同類別的權益股…整句翻译
If the offeror has more than one class of equity share capital, the Executive should be consulted as it may require the share repurchase to be made subject to approval by a majority of the votes cast by holders of each class of shares in attendance in person or by proxy at separate class meetings of such shareholders duly convened and held to consider the proposed share repurchase. 假如要約人具有超過一…整句翻译
RULE 4 規則4…整句翻译
4. The offer document 4. 要約文件…整句翻译
4.1 Contents of offer document 4.1 要約文件的內容…整句翻译
A share repurchase by general offer shall be made by way of an offer document which shall contain the information required by Schedule III, together with any other relevant information to enable shareholders to reach a properly informed decision. 透過全面要約進行的股…整句翻译
4.2 Securities that may be exercised or converted 4.2 可以行使或轉換的…整句翻译
An offer document need not be despatched to registered holders of securities that may be exercised or converted into shares of the class of shares that is the subject of a share repurchase by general offer if the offer price is lower than the exercise or conversion price of such securities by more than 10%. If in doubt the Executive should be consulted. 如果要約價較證券的行…整句翻译
RULE 5 規則5…整句翻译
5. Application of the Takeovers Code to share repurchases 5. 《收購守則》對股份…整句翻译
5.1 Application of Takeovers Code 5.1 《收購守則》的適…整句翻译
In all cases an offeror must consult the Executive at an early stage to determine the applicability to the proposed share repurchase of the provisions of the Codes. 在所有情況中,要約人…整句翻译
In the case of a share repurchase by general offer seeking to privatise or delist the company, all provisions of the Takeovers Code will normally apply. In the case of a share repurchase by general offer or off-market share repurchase which involves a “whitewash”, in addition to the Rules set out in this Rule 5, Note 1 on dispensations from Rule 26 of the Takeovers Code and Schedule VI of the Codes would also apply. 就尋求私有化或取消上…整句翻译
In all other share repurchases by general offer, and where applicable, in the case of off-market share repurchases, the following Rules of the Takeovers Code will normally apply:– 在所有其他透過全面要…整句翻译
(a) Rule 1.4; (a) 規則1.4;…整句翻译
(b) Rules 2.1 and 2.6-2.9; (b) 規則2.1及2.6-2.9…整句翻译
(c) Rules 3.2 and 3.4-3.7; (c) 規則3.2及3.4-3.7…整句翻译
(d) Rule 5; (d) 規則5;…整句翻译
(e) Rules 8.1, 8.2, 8.5 and 8.6; (e) 規則8.1、8.2、8….整句翻译
(f) Rule 9; (f) 規則9;…整句翻译
(g) Rules 10.1-10.9 and 10.11; (g) 規則10.1-10.9及1…整句翻译
(h) Rules 11 and 12; (h) 規則11及12;…整句翻译
(i) Rules 15-20; (i) 規則15-20;…整句翻译
(j) Rules 21.1, 21.3, 21.4 and 21.6; (j) 規則21.1、21.3、…整句翻译
(k) Rules 22 and 23; (k) 規則22及23;…整句翻译
(l) Rules 24.1 and 24.3; (l) 規則24.1及24.3;…整句翻译
(m) Rule 25; (m) 規則25;…整句翻译
(n) Rule 27; (n) 規則27;…整句翻译
(o) Rule 29; (o) 規則29;…整句翻译
(p) Rule 30.1; (p) 規則30.1;…整句翻译
(q) Rule 32.3; and (q) 規則32.3;及…整句翻译
(r) Rules 34 and 35. (r) 規則34及35。…整句翻译
Note to Rule 5.1: 規則5.1的註釋:…整句翻译
Notes to Rules of the Takeovers Code 《收購守則》各規則的…整句翻译
In the case of a number of the Rules of the Takeovers Code listed above in this Rule 5.1 that may be applicable to share repurchases by general offer some of the Notes to such Rules may not be relevant and the Executive should be consulted. 在本規則5.1以上列舉的…整句翻译
5.2 Excluded shareholders 5.2 經豁除的股東…整句翻译
Where an offeror has shareholders located in a jurisdiction the laws of which prohibit a share repurchase by general offer to be made in accordance with the requirements of the Codes, the Executive must be consulted. The Executive will be concerned to ensure that the interests of such shareholders are not unduly prejudiced. 假如要約人的若干股東…整句翻译
5.3 Pro rata entitlement 5.3 按比例接納…整句翻译
Share repurchases by general offer must be made to all shareholders of the class and arrangements must be made for those shareholders who wish to do so to accept in full for the relevant percentage of their holdings. Shares tendered in excess of this percentage must be accepted by the offeror from each shareholder in the same proportion as the number tendered to the extent necessary to enable the offeror to obtain the total number of shares for which the offer has been made. 透過全面要約進行的股…整句翻译
5.4 On-market share repurchases 5.4 場內股份購回…整句翻译
An offeror shall not engage in an on-market share repurchase following the announcement of a share repurchase by general offer up to and including the date share repurchase by general offer closes, lapses or is withdrawn, as the case may be. 要約人在透過全面要約…整句翻译
RULE 6 規則6…整句翻译
6. Takeovers Code implications of share repurchases 6. 《收購守則》對股份…整句翻译
If as a result of a share repurchase a shareholder’s proportionate interest in the voting rights of an offeror increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code and Rule 32 of the Takeovers Code shall apply. 如果股份購回導致某股…整句翻译
RULE 7 規則7…整句翻译
7. Prohibition on distributions 7. 禁止作出分派…整句翻译
A company shall not announce or engage in a distribution of shares following the announcement of a share repurchase for the period beginning on the date of such announcement and ending on the 31st day immediately following completion or withdrawal of the share repurchase. 公司公布購回股份之後…整句翻译
This Rule 7 will not normally apply to share distributions which do not involve the raising of capital such as bonus issues and dividends in specie. Any person proposing to engage in a share distribution during the period contemplated by this Rule 7 should consult the Executive in advance of such distribution and any announcement thereof. 本規則7通常不適用於不…整句翻译
RULE 8 規則8…整句翻译
8. Waivers 8. 寬免…整句翻译
The Executive has discretion to waive compliance with requirements of the Share Repurchase Code particularly if any party to a share repurchase considers that compliance would be unduly burdensome, e.g. in the case of a share repurchase by general offer to odd lot shareholders or a share repurchase by general offer for non-voting fixed participation shares which are more analogous to debt securities than equity securities. 執行人員可以行使酌情…整句翻译

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