| CODE ON TAKEOVERS AND MERGERS |
公司收購及合併守則…整句翻译 |
| RULE 1 |
規則1…整句翻译 |
| 1. Approach |
1. 接觸…整句翻译 |
| 1.1 Offer to the board |
1.1 向董事局作出的要…整句翻译 |
| The offer should be put forward in the first instance to the board of the offeree company or to its advisers, and before the offer is announced to the public. |
要約應首先向受要約公…整句翻译 |
| 1.2 Identity of offeror |
1.2 要約人的身分…整句翻译 |
| If the offer or an approach with a view to an offer being made is not made by the ultimate offeror or potential offeror, the identity of that person must be disclosed at the outset to the board of the offeree company. When that person is a company, the identity of its ultimate controlling shareholder and the identity of its ultimate parent company, or, where there is a listed company in the chain between such company and its ultimate parent company, the identity of such listed company, must be disclosed. |
如果要約或有意作出要…整句翻译 |
| 1.3 Implementation of offer |
1.3 落實要約…整句翻译 |
| A board which is approached is entitled to be satisfied that the offeror is, or will be, in a position to implement the offer in full. |
被接觸的董事局有權確…整句翻译 |
| 1.4 Confidentiality |
1.4 保密…整句翻译 |
| The vital importance of secrecy before an announcement must be emphasised. All persons privy to confidential information, and particularly price-sensitive information, concerning an offer or contemplated offer must treat that information as secret and may only pass it to another person if it is necessary to do so and if the other person understands the need for secrecy. All such persons must conduct themselves so as to minimise the chances of an accidental leak of information. |
必須強調在作出公布之…整句翻译 |
| Note to Rule 1.4: |
規則1.4的註釋：…整句翻译 |
| Warning clients and others |
向客戶及其他人發出警…整句翻译 |
| Financial and legal advisers should, at the beginning of discussions and during the course of the transaction, ensure that their clients and other persons assisting their clients in relation to the transaction understand the importance of secrecy and security. Attention should be drawn to the Takeovers Code, in particular to this Rule 1.4 and to restrictions on dealings. |
財務顧問及法律顧問應…整句翻译 |
| RULE 2 |
規則2…整句翻译 |
| 2. Independent advice, independent committees and shareholder approval |
2. 獨立意見、獨立委員…整句翻译 |
| 2.1 Recommendations in relation to an offer |
2.1 關於要約的建議…整句翻译 |
| A board which receives an offer, or is approached with a view to an offer being made, must, in the interests of shareholders, establish an independent committee of the board to make a recommendation (i) as to whether the offer is, or is not, fair and reasonable and (ii) as to acceptance or voting. As soon as reasonably practicable, the board must retain a competent independent financial adviser to advise the independent committee in writing in connection with the offer and in particular as to whether the offer is, or is not, fair and reasonable and as to acceptance and voting. The independent committee must approve the appointment of any independent financial adviser before the appointment is made. The independent financial adviser’s written advice, including reasons, must be made known to shareholders by including it in the offeree board circular along with the recommendations of the independent committee regarding the offer. |
董事局如果接獲要約或…整句翻译 |
| The board must announce the appointment of the independent financial adviser in the initial announcement of the offer or possible offer, or as soon thereafter as the appointment is made. |
董事局必須將已委任獨…整句翻译 |
| 2.2 Approval of delistings by independent shareholders |
2.2 獨立股東批准公司…整句翻译 |
| If after a proposed offer the shares of an offeree company are to be delisted from the Stock Exchange, neither the offeror nor any persons acting in concert with the offeror may vote at the meeting, if any, of the offeree company’s shareholders convened in accordance with the Listing Rules. The resolution to approve the delisting must be subject to:– |
如果建議的要約完成後…整句翻译 |
| (a) approval by at least 75% of the votes attaching to the disinterested shares that are cast either in person or by proxy at a duly convened meeting of the holders of the disinterested shares; |
(a) 在適當地召開的無…整句翻译 |
| (b) the number of votes cast against the resolution being not more than 10% of the votes attaching to all disinterested shares; and |
(b) 投票反對決議的票…整句翻译 |
| (c) the offeror being entitled to exercise, and exercising, its rights of compulsory acquisition. |
(c) 有關要約人行使及…整句翻译 |
| 2.3 Costs of scheme of arrangement |
2.3 協議安排的費用…整句翻译 |
| Where any person seeks to use a scheme of arrangement to privatise a company and the proposal is either not recommended by the independent committee of the offeree company’s board or is not recommended as fair and reasonable by the financial adviser to the independent committee, all expenses incurred by the offeree company in connection with the proposal shall be borne by the person seeking to privatise the offeree company by way of the scheme of arrangement if the scheme of arrangement is not approved. |
凡任何人欲利用協議安…整句翻译 |
| 2.4 Board of offeror company |
2.4 要約公司董事局…整句翻译 |
| The board of an offeror must obtain competent independent advice on any offer when the offer being made is a reverse takeover or when the directors are faced with a conflict of interest. The substance of such advice must be made known to its shareholders. |
如果要約人所提出的要…整句翻译 |
| Notes to Rule 2.4: |
規則2.4的註釋：…整句翻译 |
| 1. General |
1. 一般情況…整句翻译 |
| When the board of an offeror is required to obtain independent advice under this Rule 2.4, it should do so before announcing an offer or any revised offer. Such advice should be as to whether or not the offer is in the interests of the offeror’s shareholders. The board of the offeror may seek oral advice prior to the announcement of the offer with the full advice to be obtained as soon as possible thereafter. In any event the offer announcement must contain a summary of the salient points of the advice received. The full advice must be sent to the offeror’s shareholders as soon as practicable and if there is a general meeting of the offeror company to approve the proposed offer at least 14 days in advance. Any documents or advertisements issued by the board of the offeror in such cases must include a responsibility statement by the directors as set out in Rule 9.3. |
當要約人的董事局須根…整句翻译 |
| 2. Reverse takeovers |
2. 反收購…整句翻译 |
| A transaction will be a reverse takeover if an offeror may as a result increase its existing issued voting share capital by more than 100%. |
凡要約人可能由於某項…整句翻译 |
| 3. Conflicts of interest |
3. 利益衝突…整句翻译 |
| Subject to Note 4 below, a conflict of interest exists, for instance, when there are significant cross-shareholdings between an offeror and the offeree company, when a number of directors are common to both companies or when a person is a substantial shareholder in both companies. The Executive will normally waive the application of this Rule 2.4 in respect of a substantial shareholder who is not acting in concert with the offeror or the directors of the offeree company. Any application for a waiver must be submitted as early as possible. |
除以下註釋4另有規定外…整句翻译 |
| 4. Offers by controlling shareholders |
4. 持有控制權的股東提…整句翻译 |
| This Rule 2.4 will not normally apply to offers by controlling shareholders or a person or persons acting in concert with them where the only conflict, or potential conflict, of interest arises as a result of a number of directors of the offeror also being directors of the offeree company. |
假如要約是由持有控制…整句翻译 |
| 2.5 Offers for companies that control the offeror |
2.5 向控制要約人的公…整句翻译 |
| Where an offeror is a public company in Hong Kong, and it or a subsidiary thereof proposes to make an offer for another company that, together with any persons acting in concert with the offeree company, controls, directly or indirectly, the offeror, the offeror’s board should establish an independent committee to assess the proposed offer and Rule 2.4 applies. |
如果要約人是一家在香…整句翻译 |
| 2.6 Persons not suited to give independent advice |
2.6 不適合提供獨立意…整句翻译 |
| The Executive will not regard as appropriate to give independent advice a person who is in the same group as the financial or other professional adviser (including a stockbroker) to an offeror or the offeree company or who has, or had, a significant connection, financial or otherwise, with either an offeror or the offeree company, or the controlling shareholder(s) of either of them, of a kind reasonably likely to create, or to create the perception of, a conflict of interest or reasonably likely to affect the objectivity of his advice (see also Schedule VII). |
任何人如果與要約人或…整句翻译 |
| Note to Rule 2.6: |
規則2.6的註釋…整句翻译 |
| Significant connection within 2 years |
兩年內的重大關連…整句翻译 |
| The Executive would normally regard any significant connection within the 2 years prior to the commencement of an offer period as reasonably likely to create such a conflict of interest or reasonably likely to affect the objectivity of an adviser’s advice. |
執行人員通常認為，在…整句翻译 |
| 2.7 Advice to independent shareholders |
2.7 向獨立股東提供的…整句翻译 |
| If there are shareholders who are not independent because they have an interest in the proposed transaction other than their interest as a shareholder of the offeror or the offeree company, as the case may be, the independent adviser should endeavour to represent the best interests of the offeror or the offeree company, respectively, by concerning itself only with the interests of the independent shareholders. |
如果任何股東因為在建…整句翻译 |
| 2.8 Independent committees |
2.8 獨立委員會…整句翻译 |
| Members of an independent committee of a company’s board of directors should comprise all non-executive directors of the company who have no direct or indirect interest in any offer or possible offer for consideration by the independent committee other than, in the case of a director of the offeree company, as a shareholder of the offeree company. In cases of doubt, the Executive should be consulted, e.g. in the case of an unlisted public company. If it is not possible to form an independent committee, responsibility for representing the interests of any independent shareholders shall reside primarily with the independent financial adviser. |
一家公司董事局的獨立…整句翻译 |
| 2.9 Shareholder votes to be conducted by way of a poll |
2.9 股東表決須以投票…整句翻译 |
| Whenever the Codes require a matter to be approved by shareholders or any class or group thereof in general meeting the vote must be conducted by way of a poll. The company convening such meeting must appoint its auditors, share registrar or external accountants who are qualified to serve as auditors for such company, as scrutineer for the vote-taking. The identity of the scrutineer and the results of the poll (including the number of shares voted for and against the resolution and in the case of a scheme of arrangement, the number of shareholders voting for and against the resolution) must be announced. |
凡兩份守則規定某事項…整句翻译 |
| 2.10 Takeover and privatisation by scheme of arrangement or capital reorganisation |
2.10 透過協議安排或資…整句翻译 |
| Except with the consent of the Executive, where any person seeks to use a scheme of arrangement or capital reorganisation to acquire or privatise a company, the scheme or capital reorganisation may only be implemented if, in addition to satisfying any voting requirements imposed by law:– |
除非執行人員同意，任…整句翻译 |
| (a) the scheme or the capital reorganisation is approved by at least 75% of the votes attaching to the disinterested shares that are cast either in person or by proxy at a duly convened meeting of the holders of the disinterested shares; and |
(a) 該項計劃或該項資…整句翻译 |
| (b) the number of votes cast against the resolution to approve the scheme or the capital reorganisation at such meeting is not more than 10% of the votes attaching to all disinterested shares. |
(b) 在有關股東大會上…整句翻译 |
| The Executive may aggregate any series of transactions of which the scheme of arrangement or capital reorganisation forms part to determine whether such transactions taken together effectively assist a person to obtain or consolidate control or acquire or privatise a company. The Executive will normally only waive the requirements of the Takeovers Code and in particular this Rule 2.10 in the case of a scheme or capital reorganisation under which:– |
執行人員可以將任何一…整句翻译 |
| (a) there is no substantial change in percentage shareholding of any shareholder; |
(a) 沒有任何股東的百…整句翻译 |
| (b) there is no acquisition or consolidation of control by any person or a group of persons; and |
(b) 沒有任何人或一組…整句翻译 |
| (c) except as a result of any debt restructuring to which the company is a party, shareholders’ economic interests in the company are not affected by implementation of the proposal. |
(c) 股東在該公司的經…整句翻译 |
| 2.11 Exercise of rights of compulsory acquisition |
2.11 行使強制取得證券…整句翻译 |
| Except with the consent of the Executive, where any person seeks to acquire or privatise a company by means of an offer and the use of compulsory acquisition rights, such rights may only be exercised if, in addition to satisfying any requirements imposed by law, acceptances of the offer and purchases (in each case of the disinterested shares) made by the offeror and persons acting in concert with it during the period of 4 months after posting the initial offer document total 90% of the disinterested shares. |
除非執行人員同意，任…整句翻译 |
| Notes to Rule 2: |
規則2的註釋：…整句翻译 |
| 1. Conflicts of interest |
1. 利益衝突…整句翻译 |
| A conflict of interest exists, for instance, when there are significant cross-shareholdings between an offeror and the offeree company, when a number of directors are common to both companies or when a person is a substantial shareholder in both companies. See also Schedule VII. |
如果要約人及受要約公…整句翻译 |
| 2. Competent independent advice |
2. 稱職的獨立意見…整句翻译 |
| The requirement for competent independent advice is important in all transactions under the Codes when such advice is specifically required. It is essential that the reasons underlying the advice and the recommendations are clearly stated and that the adviser discusses all relevant factors with the independent board committee. As the responsibility borne by the adviser is considerable the board of the offeree company or potential offeree company should appoint an independent adviser as soon as possible after it becomes aware of the possibility that an offer may be made (see Rule 2.8). |
當有規定指定需要稱職…整句翻译 |
| 3. When there is uncertainty about financial information |
3. 財務資料不明確的情…整句翻译 |
| When there is a significant area of uncertainty in the most recently published accounts or interim figures of the offeree company (e.g. a qualified audit report, a material provision or contingent liability or doubt over the real value of a substantial asset, including a subsidiary company), the board and the independent advisers should highlight these areas and their implications on the offer and the offeree company. |
當受要約公司最近公布…整句翻译 |
| 4. When no recommendation is given or there is a divergence of views |
4. 沒有給予推薦或出現…整句翻译 |
| When the board of an offeror or the offeree company, as the case may be, is unable to express a view on the merits of an offer or to give a firm recommendation or when there is a divergence of views amongst board members or between the board and the independent adviser as to either the merits of an offer or the recommendation, this must be drawn to shareholders’ attention and an explanation given, including the arguments for acceptance or rejection, emphasising the important factors. The Executive should be consulted in advance about the explanation which is to be given. |
當要約人的董事局或有…整句翻译 |
| When a financial adviser is unable to advise whether an offer is, or is not, fair and reasonable the Executive should be consulted. |
當財務顧問未能就要約…整句翻译 |
| 5. Success fees |
5. 要約成功費用…整句翻译 |
| Certain fee arrangements between an adviser and the offeree company may create a conflict of interest which would disqualify the adviser as an independent adviser to the offeree company. For example, a fee which becomes payable to an offeree company adviser only in the event of failure of an offer will normally create such a conflict of interest. In cases of doubt the Executive should be consulted. |
顧問與受要約公司之間…整句翻译 |
| 6. Particular provisions for Rules 2.2, 2.10 and 2.11 |
6. 規則2.2、2.10及2….整句翻译 |
| For the purpose of Rules 2.2, 2.10 and 2.11, “disinterested shares” means shares in the company other than those which are owned by the offeror or persons acting in concert with it. |
就規則2.2、2.10及2.1…整句翻译 |
| Where an offeree company has more than one class of share capital, the requirements in Rules 2.2, 2.10 and 2.11 will normally apply separately in respect of each class. |
如受要約公司有超過一…整句翻译 |
| Rule 3 |
規則3…整句翻译 |
| 3. Announcements of offers or possible offers |
3. 公布要約或可能要約…整句翻译 |
| 3.1 Announcements to be made by offeror or potential offeror |
3.1 由要約人或有意要…整句翻译 |
| Before the board of the offeree company is approached, the responsibility for making an announcement will normally rest with the offeror or potential offeror. Although the primary responsibility for making an announcement after the board of the offeree company has been approached lies with the offeree company, as set out in Rule 3.2 below, there may be circumstances where the actions of the offeror or persons acting in concert with it give rise to an obligation on the part of an offeror or potential offeror to make an announcement. The offeror or potential offeror should, therefore, keep a close watch on the offeree company’s share price and volume for signs of undue movement. |
在有關方面接觸受要約…整句翻译 |
| The offeror or potential offeror must make an announcement:– |
如出現以下情況，要約…整句翻译 |
| (a) when, before an approach has been made to the offeree company, the offeree company is the subject of rumour or speculation about a possible offer or there is undue movement in its share price or in the volume of share turnover, and there are reasonable grounds for concluding that it is the actions of the potential offeror or persons acting in concert with it (whether through inadequate security, purchasing of offeree company shares or otherwise) which have led to the situation; |
(a) 當受要約公司在未…整句翻译 |
| (b) when negotiations or discussions are about to be extended to include more than a very restricted number of people (outside those who need to know in the companies concerned and their immediate advisers); or |
(b) 當有關談判或討論…整句翻译 |
| (c) immediately upon an acquisition of voting rights which gives rise to an obligation to make an offer under Rule 26. |
(c) 當因取得投票權而…整句翻译 |
| An offeror wishing to approach a wider group, for example, in order to arrange financing for the offer, to seek irrevocable commitments or to organise a consortium to make the offer should consult the Executive. Additionally, the Executive should be consulted in all cases of doubt. |
要約人如欲接觸更多人…整句翻译 |
| 3.2 Announcements to be made by offeree company |
3.2 由受要約公司作出…整句翻译 |
| Following an approach to the board of the offeree company which may or may not lead to an offer, the primary responsibility for making an announcement will normally rest with the board of the offeree company. The offeree company must, therefore, keep a close watch on its share price and volume. |
在受要約公司的董事局…整句翻译 |
| The board of the offeree company must make an announcement:– |
受要約公司的董事局應…整句翻译 |
| (a) when a firm intention to make an offer is notified to the board of the offeree company from a serious source, irrespective of the attitude of the board to the offer; |
(a) 當作出要約的確實…整句翻译 |
| (b) when, following an approach to the offeree company, the offeree company is the subject of rumour or speculation about a possible offer or there is undue movement in its share price or in the volume of share turnover, whether or not there is a firm intention to make an offer; |
(b) 當受要約公司在被…整句翻译 |
| (c) when negotiations or discussions between the offeror and the offeree company are about to be extended to include more than a very restricted number of people (outside those who need to know in the companies concerned and their immediate advisers); or |
(c) 當要約人與受要約…整句翻译 |
| (d) when the board of a company is aware that there are negotiations or discussions between a potential offeror and the holder, or holders, of shares carrying 30% or more of the voting rights of a company or when the board of a company is seeking potential offerors, and |
(d) 當公司的董事局知…整句翻译 |
| (i) the company is the subject of rumour or speculation about a possible offer or there is undue movement in its share price or in the volume of share turnover; or |
(i) 該公司是可能要約…整句翻译 |
| (ii) the number of potential purchasers or offerors approached is about to be increased to include more than a very restricted number of people. |
(ii) 被接觸的有意購買…整句翻译 |
| In all cases of doubt the Executive should be consulted. |
在所有情況下，如有任…整句翻译 |
| 3.3 Announcements to be made by potential vendor |
3.3 由有意賣方作出的…整句翻译 |
| The potential vendor must make an announcement when there are negotiations or discussions between a potential offeror and the holder, or holders, of shares carrying 30% or more of the voting rights of the company and the company is subject to rumour or speculation about a possible offer or there is undue movement in its share price or in the volume of share turnover, and there are reasonable grounds for concluding that it is the potential vendor’s actions (whether through inadequate security or otherwise) which have led to the situation. |
有意的要約人與附有有…整句翻译 |
| In all cases of doubt the Executive should be consulted. |
在所有情況下，如有任…整句翻译 |
| Notes to Rules 3.1, 3.2 and 3.3: |
規則3.1、3.2及3.3的註…整句翻译 |
| 1. Agreements and letters of intent |
1. 協議及意向書…整句翻译 |
| Unless announced publicly, agreements and letters of intent relating to an offer or possible offer to which an offeror or any person acting in concert with it is a party should be disclosed to the Executive. |
與要約或可能要約有關…整句翻译 |
| 2. Undue movements in share price and volume |
2. 股價及股份成交量出…整句翻译 |
| Whether or not a movement in the share price or volume of a potential offeree company is undue for the purposes of Rule 3 is a question that will be considered in the light of all relevant facts and not solely by reference to the absolute percentage movement in the price or volume. Factors which may be considered to be relevant in determining whether a price or volume movement is undue for the purposes of these Rules include general market and sector movements, information relating to the company, trading activity in the company’s securities and the time period over which the price or volume movement has occurred. In all cases of doubt the Executive should be consulted. |
就規則3而言，在考慮可…整句翻译 |
| 3. Clear statements |
3. 清晰的聲明…整句翻译 |
| The Executive will not normally require an announcement under Rule 3.1(a) if it is satisfied that the price or volume movement, rumour or speculation results only from a clear and unequivocal formal public announcement, e.g. (a) a disclosure under Part XV of the Securities and Futures Ordinance (Cap. 571); or (b) an announcement of an intention to purchase. |
如執行人員信納有關股…整句翻译 |
| 4. Gathering of irrevocable commitments |
4. 收集不可撤回的承諾…整句翻译 |
| An offeror may approach a very restricted number of sophisticated investors who have a controlling shareholding to obtain an irrevocable commitment. In all other cases the Executive must be consulted before any approach is made to a shareholder to obtain an irrevocable commitment in connection with an offer. In appropriate circumstances, the Executive may permit particular shareholders to be called and informed of details of a proposed offer which has not been publicly announced. The Executive will wish to be satisfied that the proposed arrangements will provide adequate information as to the nature of the commitment sought; and a realistic opportunity to consider whether or not that commitment should be given and to obtain independent advice if required. The financial adviser concerned will be responsible for ensuring compliance with all relevant legislation and regulations. In all cases attention is drawn to General Principles 3 and 5. |
要約人可能會接觸極少…整句翻译 |
| 3.4 Suspension of trading |
3.4 暫時停止股份買賣…整句翻译 |
| When an announcement is required under this Rule 3 the offeror or the offeree company, as the case may be, should notify the Executive and the Stock Exchange immediately that an announcement is imminent and if there is any possibility that an uninformed market for shares of the offeror or the offeree company could develop prior to publication of the announcement, serious consideration should be given to requesting a suspension of trading in such shares pending publication of the announcement. A potential offeror must not attempt to prevent the board of the offeree company from making an announcement or requesting the Stock Exchange to grant a temporary suspension of trading at any time the board thinks appropriate. |
在須根據規則3發出公布…整句翻译 |
| 3.5 Announcement of firm intention to make an offer |
3.5 公布作出要約的確…整句翻译 |
| The announcement of a firm intention to make an offer should be made only when an offeror has every reason to believe that it can and will continue to be able to implement the offer. Responsibility in this connection also rests on the financial adviser to the offeror. |
只有當要約人完全有理…整句翻译 |
| When a firm intention to make an offer is announced, the announcement must contain:– |
當公布作出要約的確實…整句翻译 |
| (a) the terms of the offer; |
(a) 要約的條款；…整句翻译 |
| (b) the identity of the offeror and, where the offeror is a company, the identity of its ultimate controlling shareholder and the identity of its ultimate parent company or, where there is a listed company in the chain between such company and its ultimate parent company, the identity of such listed company; |
(b) 要約人及如果該要…整句翻译 |
| (c) details of any existing holding of voting rights and rights over shares in the offeree company:– |
(c) 在當時持有受要約…整句翻译 |
| (i) which the offeror owns or over which it has control or direction; |
(i) 由要約人擁有、控…整句翻译 |
| (ii) which is owned or controlled or directed by any person acting in concert with the offeror; |
(ii) 由與要約人一致行…整句翻译 |
| (iii) in respect of which the offeror or any person acting in concert with it has received an irrevocable commitment to accept the offer; and |
(iii) 要約人或與其一…整句翻译 |
| (iv) in respect of which the offeror or any person acting in concert with it holds convertible securities, warrants or options; |
(iv) 要約人或與其一致…整句翻译 |
| (d) details of any outstanding derivative in respect of securities in the offeree company entered into by the offeror or any person acting in concert with it; |
(d) 任何關於受要約公…整句翻译 |
| (e) all conditions (including normal conditions relating to acceptance, listing and increase of capital) to which the offer is subject; |
(e) 要約須遵守的所有…整句翻译 |
| (f) details of any arrangement (whether by way of option, indemnity or otherwise) in relation to shares of the offeror or the offeree company and which might be material to the offer (see Note 8 to Rule 22); and |
(f) 與要約人的股份或…整句翻译 |
| (g) details of any agreements or arrangements to which the offeror is party which relate to the circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to its offer and the consequences of its doing so, including details of any break fees payable as a result. |
(g) 要約人身為該等協…整句翻译 |
| The announcement of an offer should include confirmation by the financial adviser or by another appropriate third party that resources are available to the offeror sufficient to satisfy full acceptance of the offer. |
有關要約的公布應該包…整句翻译 |
| Notes to Rule 3.5: |
規則3.5的註釋：…整句翻译 |
| 1. Holdings by a group of which an adviser is a member |
1. 顧問是其成員之一的…整句翻译 |
| It is accepted that, for reasons of secrecy, it would not be prudent to make enquiries so as to include in an announcement details of any holdings of offeree company shares or options or derivatives in respect of them held by or entered into by other parts of an adviser’s group (see class (5) of definition of acting in concert). In such circumstances, details should be obtained as soon as possible after the announcement has been made and the Executive consulted. If the holdings are significant, a further announcement will be required. |
基於保密的理由，為了…整句翻译 |
| 2. Irrevocable commitments |
2. 不可撤回的承諾…整句翻译 |
| References to commitments to accept an offer must specify in what circumstances, if any, they will cease to be binding; for example, if a higher offer is made. |
對接納要約的承諾的提…整句翻译 |
| 3. Confirmation of resources |
3. 確認具備足夠資源…整句翻译 |
| The Executive may require evidence to support a statement that resources are available to satisfy the offeror’s obligations in respect of the offer. The Executive may also require evidence that the offeror has sufficient resources to complete the purchase of shares which gives rise to the offer obligation. |
對於有關要約人具備資…整句翻译 |
| A financial adviser, in discharging its duties under this Rule 3.5 to confirm financial resources, should observe the highest standard of care to satisfy itself of the adequacy of resources, including performance of due diligence. The financial adviser confirming that resources are and will continue to be available will not be expected to produce the cash itself if, in giving the confirmation, it acted responsibly and took all reasonable steps to assure itself that the cash was available. |
財務顧問在根據本規則…整句翻译 |
| This confirmation will be required not only when the consideration is in cash, or includes an element of cash, but also when the consideration consists of, or includes, any other assets except new securities to be issued by the offeror. |
這項確認除了在當代價…整句翻译 |
| 4. Subjective conditions |
4. 主觀條件…整句翻译 |
| Companies and their advisers should consult the Executive prior to the issue of any announcement containing conditions which are not entirely objective (see Rule 30.1). |
公司及其顧問在發出載…整句翻译 |
| 5. New conditions for increased or improved offers |
5. 已提高價格的要約或…整句翻译 |
| See Rule 16.2. |
見規則16.2。…整句翻译 |
| 6. Pre-conditions |
6. 先決條件…整句翻译 |
| In certain circumstances a potential offeror may make an announcement that it is considering a possible offer at a time when it does not want to be committed to making that offer (a “possible offer announcement”). The Executive must be consulted in advance if it is proposed to make a preconditional possible offer announcement. |
在某些情況下，有意要…整句翻译 |
| There may be a case where a potential offeror makes a possible offer announcement which states that it is considering making an offer subject to the satisfaction of certain pre-conditions. Such an announcement may create a misleading or confusing impression about the intentions of the potential offeror, because shareholders may be unable to assess in what circumstances an offer may be forthcoming. Accordingly, it must be clear from the wording of any possible offer announcement referring to pre-conditions whether or not the pre-conditions must be satisfied before an offer can be made, or whether they are effectively waivable. |
有意要約人發出的可能…整句翻译 |
| Although there is no obligation to specify all the preconditions to the making of an offer, if a potential offeror does so and states that it will proceed with its offer if they are all satisfied or waived, then any announcement must be structured as a pre-conditional Rule 3.5 announcement. It must, however, be made clear in such an announcement whether or not the pre-conditions are waivable. Such preconditions may, depending on the specific circumstances of the case, be subjective in form, in contrast to conditions to an offer which should, under Rule 30, normally be objective. |
雖然有意要約人沒有責…整句翻译 |
| 7. Conditional offers |
7. 有條件要約…整句翻译 |
| The Executive should be consulted when a proposed offer is conditional on acceptance or undertakings to accept by one or more shareholders and the proposed announcement does not include a statement by those shareholders. |
當建議要約的條件是必…整句翻译 |
| 3.6 Announcements of certain purchases |
3.6 若干購買的公布…整句翻译 |
| Acquisitions of voting rights of the offeree company by an offeror or by any person acting in concert with the offeror may give rise to an obligation to make a cash offer or securities offer (Rule 23), to increase an offer (Rule 24) or to make a mandatory offer (Rule 26). Immediately after any acquisition giving rise to any such obligation, an announcement must be made, stating the number of voting rights acquired and the price paid, together with the information required by Rule 3.5 (to the extent that it has not previously been announced). |
要約人或與其一致行動…整句翻译 |
| Note to Rule 3.6: |
規則3.6的註釋：…整句翻译 |
| Potential offerors |
有意要約人…整句翻译 |
| The requirement of this Rule 3.6 to make an immediate announcement applies to any publicly announced potential offeror (whether named or not) either where a public indication of the price level of its possible offer has been made and the potential offeror or any person acting in concert with it acquires voting rights at above that level or where there already exists an offer from a third party and the potential offeror or any person acting in concert with it buys at above the price level of that offer. Disclosure will be required in accordance with Rule 22.1. |
本規則3.6有關立即作出…整句翻译 |
| 3.7 Announcement of a possible offer |
3.7 可能要約的公布…整句翻译 |
| Until a firm intention to make an offer has been notified a brief announcement by a potential offeror or the offeree company that talks are taking place or that a potential offeror is considering making an offer will normally satisfy the obligations under this Rule 3. If following the announcement of a possible offer no further announcement has been made in respect of that offer or possible offer within one month, an announcement must be made setting out the progress of the talks or the consideration of a possible offer. This obligation continues (and announcements will be required monthly) until announcement of firm intention to make an offer under Rule 3.5 or of a decision not to proceed with an offer. When talks are terminated or a potential offeror decides not to proceed with an offer an announcement must be made to that effect. |
在就有意要約的確實意…整句翻译 |
| Notes to Rule 3.7: |
規則3.7的註釋：…整句翻译 |
| 1. Identity of offeror |
1. 要約人的身分…整句翻译 |
| In any announcement under this Rule 3.7 the Executive may require the potential offeror to be named. This is more likely where the identity of the potential offeror may be pricesensitive. |
在任何根據本規則3.7發…整句翻译 |
| 2. New offeror |
2. 新的要約人…整句翻译 |
| In the event that a new offeror or potential offeror emerges, the same obligations will apply to that new offeror or potential offeror. |
如有新的要約人或有意…整句翻译 |
| 3.8 Announcement of numbers of relevant securities in issue |
3.8 公布已發行的有關…整句翻译 |
| When an offer period begins, the offeree company must announce, as soon as possible, details of all classes of relevant securities issued by the company, together with the numbers of such securities in issue. An offeror or potential named offeror must also announce the same details relating to its relevant securities following any announcement identifying it as an offeror or potential offeror, unless it has stated that its offer is likely to be solely in cash. In the announcement, the offeree company, the offeror or potential named offeror should remind their respective associates to disclose their dealings in any securities of the offeree company, or in the case of securities exchange offer, any securities in the same class as the securities that are offered as consideration under an offer. The text of Note 11 to Rule 22 should also be included in any announcement commencing an offer period. |
要約期開始後，受要約…整句翻译 |
| If the information included in an announcement made under this Rule 3.8 changes during the offer period, a revised announcement must be made as soon as possible. |
如根據本規則3.8發表的…整句翻译 |
| Note to Rule 3.8: |
規則3.8的註釋：…整句翻译 |
| Relevant securities |
有關證券…整句翻译 |
| See Note 4 to Rule 22. |
見規則22的註釋4。…整句翻译 |
| 4. No frustrating action |
4. 禁止阻撓行動…整句翻译 |
| Once a bona fide offer has been communicated to the board of an offeree company or the board of an offeree company has reason to believe that a bona fide offer may be imminent, no action which could effectively result in an offer being frustrated, or in the shareholders of the offeree company being denied an opportunity to decide on the merits of an offer, shall be taken by the board of the offeree company in relation to the affairs of the company without the approval of the shareholders of the offeree company in general meeting. In particular the offeree company’s board must not, without such approval, do or agree to do the following:– |
受要約公司的董事局一…整句翻译 |
| (a) issue any shares; |
(a) 發行任何股份；…整句翻译 |
| (b) create, issue or grant, or permit the creation, issue or grant of, any convertible securities, options or warrants in respect of shares of the offeree company; |
(b) 就該受要約公司股…整句翻译 |
| (c) sell, dispose of or acquire assets of a material amount; |
(c) 出售、處置或取得…整句翻译 |
| (d) enter into contracts, including service contracts, otherwise than in the ordinary course of business; or |
(d) 在日常業務過程以…整句翻译 |
| (e) cause the offeree company or any subsidiary or associated company to purchase or redeem any shares in the offeree company or provide financial assistance for any such purchase. |
(e) 促使該受要約公司…整句翻译 |
| Where the offeree company is under a prior contractual obligation to take any such action, or where there are other special circumstances, the Executive must be consulted at the earliest opportunity. In appropriate circumstances the Executive may grant a waiver from the general requirement to obtain shareholders’ approval. |
凡該受要約公司在之前…整句翻译 |
| Notes to Rule 4: |
規則4的註釋：…整句翻译 |
| 1. Consent by the offeror |
1. 要約人的同意…整句翻译 |
| The requirement of a shareholders’ meeting may be waived by the Executive if the offeror (or, in the case of more than one offeror, all offerors) agrees. |
如果要約人（或如有多…整句翻译 |
| 2. Service contracts |
2. 服務合約…整句翻译 |
| The Executive will regard amending or entering into a service contract with, or creating or varying the terms of employment of, a director as entering into a contract “otherwise than in the ordinary course of business” for the purpose of this Rule 4 if the new or amended contract or terms constitute an abnormal increase in his emoluments or a significant improvement in his terms of service. |
就本規則4而言，如果董…整句翻译 |
| This will not prevent any such increase or improvement which results from a genuine promotion or new appointment but the Executive must be consulted in advance in such cases. |
雖然這不會阻止任何因…整句翻译 |
| 3. Votes of controlling shareholders and directors |
3. 持有控制權的股東及…整句翻译 |
| The Executive should be consulted on whether shareholdings of controlling shareholders, directors and their respective associates should be voted at the shareholders’ meeting, where an actual or potential conflict of interest exists. |
凡存在真正或可能的利…整句翻译 |
| 4. Executive waiver |
4. 執行人員的寬免…整句翻译 |
| The Executive, when deciding whether to grant a waiver of the requirement to obtain shareholders’ approval, will take particular account of what details, if any, the offeree company’s board of directors has disclosed to its shareholders of any contractual obligation, duty or right, the fulfilment or enforcement of which may result in the offer being frustrated or the shareholders of the offeree company being denied the opportunity to decide on the merits of the offer. |
在決定須獲得股東批准…整句翻译 |
| 5. Notice of general meeting |
5. 股東大會通知書…整句翻译 |
| The notice convening a meeting of shareholders pursuant to this Rule 4 must include information about the offer or possible offer. |
有關根據本規則4召開的…整句翻译 |
| 6. “Material amount” |
6. “重大價值”…整句翻译 |
| For the purpose of determining whether a disposal or acquisition is of a “material amount” the Executive will, in general, apply the same tests as those set out in the Listing Rules to determine whether a transaction is a “discloseable transaction”. |
為了確定某項處置或取…整句翻译 |
| If several transactions relevant to this Rule 4, but not individually material, occur or are intended, the Executive will aggregate such transactions to determine whether the requirements of this Rule 4 are applicable to any of them. |
假如出現或有關方面有…整句翻译 |
| The Executive should be consulted in advance where there may be any doubt as to the application of the above. |
如對上述規定的適用情…整句翻译 |
| 7. When there is no need to proceed with an offer |
7. 沒有需要繼續進行要…整句翻译 |
| The Executive may allow an offeror not to proceed with its offer if, prior to the posting of the offer document, the offeree company:– |
假如在發出要約文件之…整句翻译 |
| (a) passes a resolution in general meeting as envisaged by this Rule 4; or |
(a) 如本規則4所規定，…整句翻译 |
| (b) announces a transaction which would require such a resolution but for the fact that it is pursuant to a contract entered into earlier or that the Executive has ruled that an obligation or other special circumstance exists. |
(b) 公布一項交易，而…整句翻译 |
| 8. Established share option schemes |
8. 已訂立的股份認購權…整句翻译 |
| Where the offeree company proposes to grant options over shares, the timing and level of which are in accordance with its normal practice under an established share option scheme, the Executive will normally give its consent. |
假如受要約公司建議發…整句翻译 |
| 9. Interim dividends |
9. 中期股息…整句翻译 |
| The declaration and payment of an interim dividend by the offeree company, outside the normal course, during an offer period may be contrary to General Principle 9 and this Rule 4 in that it could effectively frustrate an offer. The offeree companies and its advisers must, therefore, consult the Executive in advance. |
受要約公司在正常運作…整句翻译 |
| RULE 5 |
規則5…整句翻译 |
| 5. No withdrawal of an offer |
5. 不得撤回要約…整句翻译 |
| When there has been an announcement of a firm intention to make an offer, except with the consent of the Executive, the offeror must proceed with the offer unless the offer is subject to the fulfilment of a specific condition and that condition has not been met. |
除非執行人員同意，否…整句翻译 |
| Notes to Rule 5: |
規則5的註釋：…整句翻译 |
| 1. Specific change of circumstances |
1. 情況出現具體的改變…整句翻译 |
| A change in general economic, industrial or political circumstances will not justify failure to proceed with an announced offer: to support an application to the Executive not to proceed, circumstances of an exceptional and specific nature are required. |
一般經濟、工業或政治…整句翻译 |
| 2. Competing offer |
2. 競爭要約…整句翻译 |
| The Executive would normally consent to the withdrawal of an announced offer if a competitor has already posted a higher offer, which carries no additional conditions other than those necessary for the implementation of such announced offer. The Executive should be consulted if either offer is a securities exchange offer. |
如果要約人的競爭者已…整句翻译 |
| 3. Announcement required |
3. 規定作出的公布…整句翻译 |
| If an offeror is permitted to withdraw or an offer lapses because of non-fulfilment of a condition, the offeror will be required to make an announcement giving reasons for the withdrawal. |
如果要約人獲准撤回要…整句翻译 |
| 4. Frustrating action and invoking of conditions |
4. 阻撓行動及援引條件…整句翻译 |
| See Note 7 to Rule 4 and Note 2 to Rule 30.1. |
見規則4的註釋7及規則…整句翻译 |
| 5. In considering whether to grant consent under this Rule 5, the Executive may seek to hear the views of the offeree company and its advisers. |
5. 在考慮是否根據本規…整句翻译 |
| RULE 6 |
規則6…整句翻译 |
| 6. Equality of information to competing offerors |
6. 以平等方式向競爭要…整句翻译 |
| Any information, including particulars of shareholders, given to one offeror or potential offeror, whether named or unnamed, must, on request, be provided equally and promptly to another offeror or bona fide potential offeror, even if that other offeror is less welcome. The other offeror or potential offeror should specify the questions to which it requires answers. It is not entitled, by asking in general terms, to receive all the information supplied to its competitor. This requirement will normally apply only when there has been a public announcement of the existence of the offeror or potential offeror to which information has been given or, if there has been no public announcement, when the offeror or bona fide potential offeror requesting information under this Rule 6 has been informed authoritatively of the existence of another potential offeror. |
其中一名要約人或有意…整句翻译 |
| Notes to Rule 6: |
規則6的註釋：…整句翻译 |
| 1. Offeree company’s obligation following offeror’s announcement |
1. 受要約公司在作出公…整句翻译 |
| Following the announcement of a firm intention to make an offer, the offeree company must, as soon as possible but in any event within 48 hours of a request, provide the offeror with all relevant details of its outstanding voting rights, the issued shares and, to the extent not issued, the allotted shares and details of any conversion or subscription rights or any other rights pursuant to the exercise of which shares may be unconditionally allotted or issued during the offer period. In the case of conditionally allotted shares, the details should include the conditions and the date on which such conditions may be satisfied. In the case of rights, the details should include the number of shares which may be unconditionally allotted or issued during the offer period as a result of the exercise of such rights, identifying separately those attributable to rights which commence or expire on different dates, and the various prices at which these rights could be exercised. |
在要約人公布作出要約…整句翻译 |
| 2. Allotment of shares by offeree company during offer period |
2. 受要約公司在要約期…整句翻译 |
| The offeree company must immediately notify any offeror of any allotment or issue of shares and of the exercise of any rights mentioned in Note 1 to Rule 6 during the offer period and provide the offeror as soon as possible with all relevant details. An offeror must make appropriate arrangements to ensure that any person to whom shares of a type to which the offer relates are unconditionally allotted or issued during the offer period will have an opportunity of accepting the offer in respect of such shares. In cases of doubt, the Executive must be consulted. |
受要約公司必須立即通…整句翻译 |
| 3. Management buy-outs |
3. 管理層收購…整句翻译 |
| If the offer or potential offer is a management buy-out or similar transaction, the information which this Rule 6 requires to be given to competing offerors or potential offerors is at least that information generated by the offeree company (including the management of the offeree company acting in their capacity as such) which is passed to external providers or potential providers of finance (whether equity or debt) to the offeror or potential offeror. The Executive expects the directors of the offeree company who are involved in making an offer to co-operate with the independent board committee of the offeree company and its advisers in the assembly of this information. |
假如有關要約或有意要…整句翻译 |
| If the offer or potential offer is a management buy-out or similar transaction, the offeror or potential offeror must, on request, promptly furnish the independent board committee of the offeree company or its advisers with at least all information which has been furnished by the offeror or potential offeror to external providers or potential providers of finance (whether equity or debt) for the buyout. |
假如有關要約或有意要…整句翻译 |
| In all of the above circumstances, the Executive should be consulted. |
在上述任何情況下，均…整句翻译 |
| 4. Conditions attached to the passing of information |
4. 附於資料傳遞的條件…整句翻译 |
| The passing of information pursuant to this Rule 6 should not be made subject to any conditions other than those relating to the confidentiality of the information passed; reasonable restrictions forbidding the use of the information passed to solicit customers or employees; and, the use of the information solely in connection with an offer or potential offer. Any such conditions imposed should be no more onerous than those imposed upon any other offeror or potential offeror. |
依據本規則6作出的資料…整句翻译 |
| A requirement that a party sign a hold harmless letter in favour of a firm of accountants or other third party will normally be acceptable provided that any other offeror or potential offeror has been required to sign a letter in similar form. |
要求某方簽署以某家會…整句翻译 |
| RULE 7 |
規則7…整句翻译 |
| 7. Resignation of directors of offeree company |
7. 受要約公司董事的辭…整句翻译 |
| Once a bona fide offer has been communicated to the board of the offeree company or the board of the offeree company has reason to believe that a bona fide offer is imminent, except with the consent of the Executive, the directors of an offeree company should not resign until the first closing date of the offer, or the date when the offer becomes or is declared unconditional, or shareholders have voted on the waiver of a general offer obligation under Note 1 on dispensations from Rule 26, whichever is the later. |
當真正的要約已經向受…整句翻译 |
| Notes to Rule 7: |
規則7的註釋：…整句翻译 |
| 1. Restrictions on control by offeror |
1. 對要約人控制權的限…整句翻译 |
| Reference is made to Rule 26.4 which restricts the offeror’s ability to control the offeree company prior to posting of the offer document. |
有關限制要約人在要約…整句翻译 |
| 2. Executive’s consent |
2. 執行人員的同意…整句翻译 |
| The Executive will normally consent to the resignation of a director if the offeror is a controlling shareholder before commencement of the offer period except when such director is eligible to serve on the independent board committee established under Rule 2.1. In such circumstances the Executive will not normally consent to such director’s resignation unless the Executive has also granted consent for the exclusion of that director from the independent board committee under Rule 2.8. |
如要約人在要約期開始…整句翻译 |
| RULE 8 |
規則8…整句翻译 |
| 8. Timing and contents of documents |
8. 文件的時間性及內容…整句翻译 |
| 8.1 Availability of information |
8.1 資料的提供…整句翻译 |
| Information about companies involved in an offer must be made equally available to all shareholders as nearly as possible at the same time and in the same manner. |
有關牽涉在要約的公司…整句翻译 |
| Notes to Rule 8.1: |
規則8.1的註釋…整句翻译 |
| 1. Furnishing of information to offerors |
1. 向要約人提供資料…整句翻译 |
| This Rule 8.1 does not prevent the furnishing of information in confidence by an offeree company to a bona fide potential offeror or vice versa. |
本規則8.1並不阻止受要…整句翻译 |
| 2. Press, television and radio interviews |
2. 接受報章、電視及電…整句翻译 |
| Parties involved in an offer must take particular care not to release new material in interviews or discussions with the media. |
涉及要約的當事人必須…整句翻译 |
| 3. Meetings |
3. 會議…整句翻译 |
| Subject always to Rule 34, meetings of representatives of the offeror or the offeree company or their respective advisers with shareholders of either the offeror or the offeree company, analysts, stockbrokers or others engaged in investment management or advice may take place during the offer period, provided that no material new information is forthcoming, no significant new opinions are expressed and the following provisions are observed. Except with the consent of the Executive, an appropriate representative of the financial adviser to the offeror or the offeree company must be present. That representative will be responsible for confirming in writing to the Executive, not later than 12.00 noon on the business day following the date of the meeting, that no material new information was forthcoming and no significant new opinions were expressed at the meeting. 4.32 October 2005 |
在任何時候均不得抵觸…整句翻译 |
| Should there be any dispute as to whether the provisions of this Note have been complied with, the relevant financial adviser will be expected to satisfy the Executive that they have been. Financial advisers may, therefore, find it useful to record the proceedings of meetings, although this is not a requirement. The offeror or the offeree company and their respective financial advisers must ensure that no meetings are arranged without the relevant financial adviser’s knowledge. |
假如有人就本註釋的規…整句翻译 |
| The above provisions apply to all such meetings held during an offer period wherever they take place and even if with only one person or firm. Meetings with employees in their capacity as such (rather than in their capacity as shareholders) are not normally covered by this Note, although the Executive should be consulted if any employees hold a significant number of shares. |
上述規定適用於在要約…整句翻译 |
| 4. Information issued by associates (e.g. financial advisers or stockbrokers) |
4. 聯繫人（如財務顧問…整句翻译 |
| Rule 8.1 does not prevent the issue of circulars during the offer period to their own investment clients by brokers or advisers to any party to the transaction provided such issue has previously been approved by the Executive. |
規則8.1並不阻止有關交…整句翻译 |
| In giving to their own clients material on the companies involved in an offer, associates must bear in mind the essential point that new information must not be restricted to a small group. Accordingly, such material must not include any statements of fact or opinion derived from information not generally available. |
聯繫人在向本身的客戶…整句翻译 |
| The associate’s status must be clearly disclosed. |
聯繫人的地位亦必須獲…整句翻译 |
| Attention is drawn to class (2) of the definition of associate, as a result of which, for example, this Note will be relevant to stockbrokers who, although not directly involved with the offer, are associates of an offeror or the offeree company because the stockbroker is in the same group as the financial adviser to an offeror or the offeree company. |
值得注意的是“聯繫人…整句翻译 |
| In this connection, financial advisers to an offeror or the offeree company should, after the commencement of an offer period, stop issuing research reports on the offeree company and in the case of a securities exchange offer, the offeror company, except with the Executive’s prior consent. The concern is that these reports may contain profit forecast statements which require full compliance with Rule 10. The financial adviser is not required to retrieve research reports already distributed prior to the offer period but all entities within the financial adviser’s group should stop distributing these old reports and they should be removed from the websites. The Executive should be consulted and it would normally regard any research reports issued within 6 months prior to the offer period as being “live”. |
就此而言，除非事先獲…整句翻译 |
| 5. Profit forecasts, asset valuations and estimates etc. |
5. 盈利預測、資產估值…整句翻译 |
| All persons involved should be fully aware of the verification and reporting obligations under the Takeovers Code in respect of profit forecasts, asset valuations and estimates of other figures key to the offer. Release of any profit forecast, asset valuation or estimate of key figures without compliance with the relevant Takeovers Code requirements may constitute a breach of the Takeovers Code, regardless of whether the forecast, valuation or estimate is withdrawn. |
所有涉及的人士應完全…整句翻译 |
| 6. Announcements and circulars |
6. 公布及通告…整句翻译 |
| If, notwithstanding the provisions of Notes 2, 3 and 4 to Rule 8.1, any material new information or significant new opinions are released, they must be announced immediately to the shareholders and the market. The Executive may also require the information to be disseminated by means of a circular to shareholders. If such new information or opinion is not capable of being substantiated as required by the Takeovers Code (e.g. a profit forecast), this must be made clear and it must be formally withdrawn in the circular or announcement. |
儘管規則8註釋2、3及4…整句翻译 |
| 8.2 Offer document time limit |
8.2 要約文件的期限…整句翻译 |
| The offer document, which must not be dated more than 3 days prior to despatch, should normally be posted by or on behalf of the offeror within 21 days (or, in the case of a securities exchange offer, 35 days) of the date of the announcement of the terms of the offer. In an agreed offer the offeror and offeree company are encouraged to combine the offer document and the offeree board circular in a composite document to be posted within this period. The Executive’s consent is required if the offer document or composite document may not be posted within this period. (See also Rules 8.4 and 15.1.) |
要約文件的日期不得早…整句翻译 |
| Notes to Rule 8.2: |
規則8.2的註釋：…整句翻译 |
| 1. Schemes of arrangement |
1. 協議安排…整句翻译 |
| In cases of schemes of arrangement, the Executive should be consulted if an extended period is required to accommodate the Court timetable. |
就協議安排而言，如果…整句翻译 |
| 2. Pre-conditions |
2. 先決條件…整句翻译 |
| The Executive’s consent is required if the making of an offer is subject to the prior fulfilment of a pre-condition and the pre-condition cannot be fulfilled within the time period contemplated by this Rule 8.2. Under such circumstances, the Executive will normally require that the offer document be posted within 7 days of fulfilment of the pre-condition. |
如果在作出要約前必須…整句翻译 |
| 8.3 Contents of offer document |
8.3 要約文件的內容…整句翻译 |
| The offer document submitted by the offeror to the offeree company’s shareholders should contain the information required by Schedule I, together with any other relevant information to enable offeree company’s shareholders to reach a properly informed decision. |
要約人向受要約公司的…整句翻译 |
| 8.4 Timing and contents of offeree board circular |
8.4 受要約公司董事局…整句翻译 |
| The offeree company should send to its shareholders within 14 days of the posting of the offer document a circular containing the information set out in Schedule II, together with any other information it considers to be relevant to enable its shareholders to reach a properly informed decision on the offer. The Executive’s consent is required if the offeree board circular may not be posted within this period. Such consent will only be given if the offeror agrees to an extension of the first closing date (see Rule 15.1) by the number of days in respect of which the delay in the posting of the offeree board circular is agreed. If such consent is granted, the time restrictions under Rules 15.4, 15.5 and 16 will be extended by the same number of days. In that case the offer should be kept open for at least 14 days after despatch of the delayed offeree board circular to allow shareholders sufficient time to consider the offeree board circular. |
受要約公司應於要約文…整句翻译 |
| The offeree board circular must include the views of the offeree company’s board or its independent committee on the offer and the written advice of its financial adviser as to whether the offer is, or is not, fair and reasonable and the reasons therefor. Reference is made in this regard to Rule 2. If the offeree company’s financial adviser is unable to advise whether the offer is, or is not, fair and reasonable the Executive should be consulted. |
受要約公司董事局通告…整句翻译 |
| Note to Rule 8.4: |
規則8.4的註釋：…整句翻译 |
| Preparation of circular |
通告的擬備…整句翻译 |
| It is the responsibility of the offeree company’s board and its advisers to start preparation of the offeree board circular as soon as an offer is announced so as to minimise the possibility of any delay in meeting this timetable. If the offeree company’s board considers that all the information required may not be available in time, it must consult the Executive immediately. In any event the Executive will require that, within this timetable, a circular is sent to the shareholders of the offeree company containing all the information available at that time with a clear statement of the information not available, the reasons for the delay in producing it and when it will be available. |
一項要約一經公布後，…整句翻译 |
| 8.5 Subsequent documents |
8.5 繼後的文件…整句翻译 |
| Documents subsequently sent to shareholders of the offeree company by either party must contain details of any material changes in information previously published by or on behalf of the relevant party during the offer period. If there have been no such changes this must be stated. In particular, the following matters must be updated:– |
要約的任何當事人繼後…整句翻译 |
| (a) changes or additions to material contracts; |
(a) 重大合約的修改或…整句翻译 |
| (b) shareholdings and dealings; |
(b) 持股量及股份交易…整句翻译 |
| (c) directors’ emoluments; |
(c) 董事薪酬；…整句翻译 |
| (d) special arrangements; |
(d) 特別安排；…整句翻译 |
| (e) ultimate owner of securities acquired under the offer; |
(e) 根據要約所取得的…整句翻译 |
| (f) arrangements in relation to dealings; and |
(f) 有關交易的安排；…整句翻译 |
| (g) changes to directors’ service contracts. |
(g) 董事服務合約的修…整句翻译 |
| When a profit forecast has been made, documents subsequently sent to shareholders of the offeree company by the party making the forecast must comply with the requirements of Rule 10.5. |
如已作出盈利預測，作…整句翻译 |
| 8.6 English/Chinese language |
8.6 英文／中文…整句翻译 |
| Each document is to be written in English or Chinese and shall include or be accompanied by a translation, as the case requires, in Chinese or English, unless the Executive has previously agreed to waive this requirement. |
每份文件應以英文或中…整句翻译 |
| Notes to Rule 8: |
規則8的註釋：…整句翻译 |
| 1. Documents to be on display |
1. 必須展示的文件…整句翻译 |
| Except with the consent of the Executive, copies of the following documents must be made available for inspection, on the website (which may be a transaction specific website) of the issuer of the offer document or offeree board circular, as appropriate, from the time the offer document or offeree board circular, as appropriate, is published until the end of the offer period. The offer document or offeree board circular must state which documents are so available and the website address where inspection can be made. The Executive must be consulted immediately if there is any difficulty in complying with this Note. |
除非執行人員同意，以…整句翻译 |
| (a) memorandum and articles of association (in some jurisdictions known as by-laws) of the offeror or offeree company or equivalent documents; |
(a) 要約人或受要約公…整句翻译 |
| (b) audited consolidated accounts of the offeror or the offeree company for the last 2 financial years for which these have been published; |
(b) 要約人或受要約公…整句翻译 |
| (c) any report, letter, valuation or other document any part of which is exhibited or referred to in any document issued by or on behalf of the offeror or the offeree company; |
(c) 由要約人或受要約…整句翻译 |
| (d) written consents of the financial advisers stating that they have given and not withdrawn their consent to the publication of their names in the document; |
(d) 財務顧問的同意書…整句翻译 |
| (e) where a profit forecast has been made:– |
(e) 凡已作出盈利預測…整句翻译 |
| (i) the reports of the auditors or consultant accountants and of the financial advisers; |
(i) 核數師或顧問會計…整句翻译 |
| (ii) the letters giving the consent of the auditors or consultant accountants and of the financial advisers to the issue of the relevant document with the report in the form and context in which it is included or, if appropriate, to the continued use of the report in a subsequent document; |
(ii) 核數師或顧問會計…整句翻译 |
| (f) where an asset valuation has been made:– |
(f) 凡已進行資產估值…整句翻译 |
| (i) the valuation certificate and associated report containing details of the aggregate valuation; |
(i) 該估值證書及載有…整句翻译 |
| (ii) the letter stating that the valuer has given and not withdrawn his consent to the publication of his name in the relevant document; |
(ii) 表明估值師已同意…整句翻译 |
| (g) any document evidencing an irrevocable commitment to accept or reject an offer; |
(g) 證明已接納或拒絕…整句翻译 |
| (h) where the Executive has given consent to aggregation of dealings, a full list of all dealings (see Note 4 to paragraph 4 of Schedule I, Note 3 to paragraph 2 of Schedule II and Note 2 to paragraph 5 of Schedule III); |
(h) 凡執行人員已同意…整句翻译 |
| (i) each material contract referred to in paragraph 26 of Schedule I and paragraph 9 of Schedule II; |
(i) 在附表Ⅰ第26段及…整句翻译 |
| (j) each service contract referred to in paragraph 13 of Schedule II; |
(j) 附表II第13段提述…整句翻译 |
| (k) all derivative contracts which in whole or in part have been disclosed under Rule 22.1, paragraph 4 of Schedule I, paragraph 2 of Schedule II, or paragraph 5 of Schedule III. Documents in respect of the first mentioned must be made available for inspection from the time the offer document or the offeree board circular is published or from the time of disclosure, whichever is the later; |
(k) 所有已根據規則22…整句翻译 |
| (l) documents relating to the financing arrangements for the offer where such arrangements are described in the offer document in compliance with the third sentence of paragraph 12(b) of Schedule I; |
(l) 與要約的融資安排…整句翻译 |
| (m) documents in relation to an inducement fee or similar arrangement; |
(m) 與獎勵費或類似安…整句翻译 |
| (n) any other document required by the Executive to be displayed; and |
(n) 執行人員規定展示…整句翻译 |
| (o) a copy of any agreement or arrangement or, if not reduced to writing, a memorandum of all the terms of such agreement or arrangement, disclosed in the offer document pursuant to paragraph 14A of Schedule I. |
(o) 任何依據附表I第1…整句翻译 |
| [This note will apply from 1 January 2006. Note 1 to Rule 8 of the February 2002 edition continues to apply until such date. Please keep pages 4.36, 4.37 and 4.38 of the February 2002 edition until 1 January 2006.] |
[此註釋將由2006年1月…整句翻译 |
| 2. Display of documents on websites |
2. 在網站上展示文件…整句翻译 |
| A copy of each document to be displayed under Note 1 above must be provided in electronic form acceptable to the Executive for display on the SFC’s website before the despatch of the offer document or offeree board circular, as appropriate. Such document must state which documents are on display and the address of the website on which they are displayed. |
在要約文件或受要約公…整句翻译 |
| After the end of the offer period, the provider of the documents on display may make arrangements to remove such documents from the relevant websites. |
要約期屆滿後，供展示…整句翻译 |
| [This note will apply from 1 January 2006. Note 2 to Rule 8 of the February 2002 edition continues to apply until such date. Please keep pages 4.36, 4.37 and 4.38 of the February 2002 edition until 1 January 2006.] |
[此註釋將由2006年1月…整句翻译 |
| 3. Overseas shareholders |
3. 海外股東…整句翻译 |
| The Executive would not normally waive the requirements under this Rule 8 so that shareholders in an overseas jurisdiction are excluded from receiving the offer document, unless the Executive is satisfied that it would be unduly burdensome to do so in such overseas jurisdiction. For example, the Executive may grant a waiver under this Rule 8 if issuance of the offer document to particular overseas shareholders requires registration of the document as a prospectus under overseas law and the number of shareholders in such jurisdiction is relatively small. However, the Executive will be concerned to see that all material information in the offer document is made available to such shareholders. |
執行人員通常不會豁免…整句翻译 |
| 4. Date of despatch |
4. 文件發送日期…整句翻译 |
| Evidence of the date of despatch, e.g. a copy of the posting certificate, must be provided to the Executive in relation to an offer document, revised offer document or offeree board circular. |
必須就要約文件、修訂…整句翻译 |
| RULE 9 |
規則9…整句翻译 |
| 9. Standard of care and responsibility |
9. 審慎程度及責任…整句翻译 |
| 9.1 Prospectus standard |
9.1 招股章程的審慎程…整句翻译 |
| Each document issued or statement made in relation to an offer or possible offer or during an offer period must, as is the case with a prospectus, satisfy the highest standards of accuracy and the information given must be adequately and fairly presented. This applies whether it is issued or made by the company direct, or by an adviser on its behalf, or by any other relevant person. Those who issue or make any such document or statement must ensure that it remains accurate and up to date throughout the offer period, and must notify shareholders of any material changes as soon as possible. |
跟招股章程一樣，就要…整句翻译 |
| Notes to Rule 9.1: |
規則9.1的註釋：…整句翻译 |
| 1. Financial advisers’ responsibility for release of information |
1. 財務顧問在發放資料…整句翻译 |
| The Executive regards financial advisers as being responsible to the Executive for guiding their clients and any relevant public relations advisers with regard to any information released in relation to an offer or possible offer or during an offer period. |
執行人員認為，凡財務…整句翻译 |
| Advisers must ensure at an early stage that directors and officials of companies are warned that they must consider carefully the Takeovers Code implications of what they say, particularly when giving interviews to, or taking part in discussions with, the media. It is very difficult after publication to alter an impression given or a view or remark attributed to a particular person. Control of any possible abuse lies largely with the person being interviewed. In appropriate circumstances, the Executive will require a statement of retraction. Particular areas of sensitivity on which comment must be avoided include future profits and prospects, asset values and the likelihood of the revision of an offer (see also the Notes to Rule 8.1). |
顧問必須確保在最初階…整句翻译 |
| 2. Unambiguous language |
2. 明確的語言…整句翻译 |
| The language used in documents, releases or advertisements must clearly and concisely reflect the position being described. In particular, the word “agreement” must be used with great care. Statements must be avoided which may give the impression that any persons have committed themselves to certain courses of action (e.g. accepting in respect of their own shares) when they have not in fact done so. |
所有文件、新聞發布及…整句翻译 |
| 3. Sources |
3. 來源…整句翻译 |
| The source for any fact which is material to an argument must be clearly stated, including sufficient detail to enable the significance of the fact to be assessed; however, if the information has been included in a document recently sent to shareholders, an appropriate cross reference may instead be made. |
涉及爭論的關鍵性事實…整句翻译 |
| 4. Quotations |
4. 引述…整句翻译 |
| A quotation (e.g. from a newspaper or a stockbroker’s circular) must not be used out of context and details of the origin must be included. |
不可在斷章取義的情況…整句翻译 |
| Since quotations will necessarily carry the implication that the comments quoted are endorsed by the board, such comments must not be quoted unless the board is prepared, where appropriate, to corroborate or substantiate them to the standard required under the Takeovers Code and the directors’ responsibility statement pursuant to Rule 9.3 is included. |
由於引述必定意味著有…整句翻译 |
| 5. Diagrams etc. |
5. 圖解等…整句翻译 |
| Pictorial representations, charts, graphs and diagrams must be presented without distortion and, when relevant, must be to scale. |
圖畫陳述、圖表、圖示…整句翻译 |
| 6. Use of television, videos, audio tapes etc. |
6. 電視、錄影帶及錄音…整句翻译 |
| If any of these are to be used, even when they do not constitute advertisements (see Rule 12.3), the Executive must be consulted in advance. |
如需使用這些工具，即…整句翻译 |
| 7. Use of comparables |
7. 同等基礎的範例的引…整句翻译 |
| Any comparables referred to in a document must be a fair and representative sample. The bases for compiling any comparables must be clearly stated in the document. |
在文件內提述的任何同…整句翻译 |
| 9.2 Sufficient information |
9.2 充分資料…整句翻译 |
| Shareholders must be given sufficient information and advice to enable them to reach a properly informed decision as to the merits or demerits of an offer. Such information must be available to shareholders early enough to enable them to make a decision in good time. The obligation of an offeror in these respects towards the shareholders of the offeree company is no less than the offeror’s obligation towards its own shareholders. |
股東必須獲得充分資料…整句翻译 |
| 9.3 Directors’ joint and several responsibility |
9.3 董事的共同及個別…整句翻译 |
| All documents should state that all directors of the company issuing the document jointly and severally accept full responsibility for the accuracy of information contained in the document and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in the document have been arrived at after due and careful consideration and there are no other facts not contained in the document, the omission of which would make any statement in the document misleading. |
所有文件應說明，發出…整句翻译 |
| 9.4 Executive’s consent for exclusion of directors |
9.4 執行人員同意將董…整句翻译 |
| If it is proposed that any director should be excluded from such a statement, the Executive’s consent is required. In such cases, the exclusion and reasons for it should be stated in the document. |
如果該項聲明建議將任…整句翻译 |
| Notes to Rules 9.3 and 9.4: |
規則9.3及9.4的註釋：…整句翻译 |
| 1. Delegation of responsibility |
1. 責任的轉授…整句翻译 |
| If detailed supervision of any document has been delegated to a committee of the board, each of the remaining directors of the company must reasonably believe that the persons to whom supervision has been delegated are competent to carry it out and must have disclosed to the committee all relevant facts directly relating to himself (including his close relatives and related trusts) and all other relevant facts known to him and relevant opinions held by him which, to the best of his knowledge and belief, either are not known to any member of the committee or, in the absence of his specifically drawing attention thereto, are unlikely to be considered by the committee during the preparation of the document. This does not, however, override the requirements of the Listing Rules relating to the acceptance of responsibility for listing documents where applicable. |
假如已授權由董事局所…整句翻译 |
| The board as a whole must ensure that proper arrangements are in place to enable it to monitor the conduct of an offer so that each director may fulfil his responsibilities under the Takeovers Code. These arrangements should ensure that:– |
董事局在整體上必須確…整句翻译 |
| (a) the board is provided promptly with copies of all documents issued by or on behalf of their company which bear on the offer; the board receives promptly details of all dealings in relevant securities made by their company or its associates and details of any agreements, understandings, guarantees, expenditure (including fees) or other obligations entered into or incurred by or on behalf of their company in the context of the offer which do not relate to routine administrative matters; |
(a) 董事局迅速獲得由…整句翻译 |
| (b) those directors with day-to-day responsibility for the offer are in a position to justify to the board all their actions and proposed courses of action; and |
(b) 負責該項要約日常…整句翻译 |
| (c) the opinions of advisers are available to the board. |
(c) 顧問的意見可供董…整句翻译 |
| The above procedures should be followed, and board meetings held, as and when necessary throughout the offer in order to ensure that all directors are kept up-to-date with events and with actions taken. |
董事局應在要約期內依…整句翻译 |
| Any director who has any doubt concerning the propriety of any action as far as the Takeovers Code is concerned should ensure that the Executive is consulted. |
任何董事如果對與《收…整句翻译 |
| The above procedures shall not affect the directors’ joint and several responsibility under Rule 9.3. |
以上程序將不會影響董…整句翻译 |
| The Executive requires directors to co-operate with it in connection with its enquiries; this will include the provision, promptly on request, of copies of minutes of board meetings and other information available to them which may be relevant to the enquiry. |
執行人員規定董事須就…整句翻译 |
| 2. Joint announcement and composite document |
2. 聯合公布與綜合文件…整句翻译 |
| When a joint announcement is released or the offer document and the offeree board circular are combined in a composite document, all directors of the offeror should take responsibility for the joint announcement or the composite document, other than for the information in the announcement or document relating to the offeree company. The directors of the offeree company should take responsibility for the information in the announcement or document relating to the offeree company. |
當發表聯合公布，或要…整句翻译 |
| 3. Conflicts of interest |
3. 利益衝突…整句翻译 |
| Where a director has a conflict of interest, depending on the circumstances, such a director may amend the responsibility statement required by Rule 9.3 to make it clear that he does not accept responsibility for the views of the board on the offer. See also Note 3 to paragraph 1 of Schedule II. |
如果一名董事有利益衝…整句翻译 |
| 4. When an offeror is controlled |
4. 假如要約人受他人控…整句翻译 |
| If an offeror is controlled, directly or indirectly, by another person or company, the Executive must be consulted. The Executive will normally require that, in addition to the directors of the offeror, such other person or the directors of an ultimate parent company or, if there is a listed company in the chain between the ultimate parent company and the offeror, the directors of the listed company take responsibility for documents issued by or on behalf of the offeror. In the case of professional trustee companies, the Executive would look to the person in accordance with whose directions or wishes the trustees are accustomed to act and such person would be required to take responsibility. |
假如要約人直接或間接…整句翻译 |
| 5. Quoting information about another company |
5. 引述有關另一家公司…整句翻译 |
| Where a company issues a document or advertisement containing information about another company which makes it clear that such information has been compiled from published sources, the directors of the company issuing the document or advertisement need, as regards the information so compiled, only take responsibility for the correctness and fairness of its reproduction or presentation. The responsibility statement may be amended accordingly. Where statements of opinion or conclusions concerning another company or unpublished information originating from another company are included, these must normally be covered by a responsibility statement by the directors of the company issuing the document or advertisement or by the directors of the other company. The qualified form of responsibility statement provided for in this Note is not acceptable in such instances. |
凡一家公司所發出的文…整句翻译 |
| RULE 10 |
規則10…整句翻译 |
| 10. Profit forecasts and other financial information |
10. 盈利預測及其他財…整句翻译 |
| 10.1 Standards of care |
10.1 審慎程度…整句翻译 |
| There are obvious hazards attached to the forecasting of profits. This should in no way detract from the necessity of maintaining the highest standards of accuracy and fair presentation in all communications to shareholders in an offer. A profit forecast must be compiled with due care and consideration by the directors, whose sole responsibility it is; the financial advisers must satisfy themselves that the forecast has been prepared in this manner by the directors. |
雖然盈利預測附帶有很…整句翻译 |
| Note to Rule 10.1: |
規則10.1的註釋：…整句翻译 |
| Existing forecasts |
現行預測…整句翻译 |
| At the outset, an adviser should invariably check whether or not his client has a forecast on the public record so that the procedures required by Rule 10.3(d) can be set in train with a minimum of delay. |
顧問在一開始時便應如…整句翻译 |
| 10.2 The assumptions |
10.2 假設…整句翻译 |
| (a) When a profit forecast appears in any document addressed to shareholders in connection with an offer, the assumptions, including the commercial assumptions, upon which the directors have based their profit forecast, must be stated in the document. |
(a) 假如向股東發出的…整句翻译 |
| (b) When a profit forecast is given in a press announcement made at the commencement of or during an offer period, any assumptions on which the forecast is based should be included in the announcement. |
(b) 假如在要約期展開…整句翻译 |
| Notes to Rules 10.1 and 10.2: |
規則10.1及10.2的註釋…整句翻译 |
| 1. Requirement to state the assumptions |
1. 須說明其假設…整句翻译 |
| (a) It is important that by listing the assumptions on which the forecast is based useful information should be given to shareholders to help them in forming a view as to the reasonableness and reliability of the forecast. This should draw the shareholders’ attention to, and where possible quantify, those uncertain factors which could materially disturb the ultimate achievement of the forecast. |
(a) 在列舉預測所根據…整句翻译 |
| (b) There are inevitable limitations on the accuracy of some forecasts and these should be indicated to assist shareholders in their review. A description of the general nature of the business or businesses with an indication of any major hazards in forecasting in these particular businesses should normally be included. |
(b) 有些預測可能會因…整句翻译 |
| (c) The forecast and the assumptions on which it is based are the sole responsibility of the directors. However, a duty is placed on the financial advisers to discuss the assumptions with their client and to satisfy themselves that the forecast has been made with due care and consideration. Auditors or consultant accountants must satisfy themselves that the forecast, so far as the accounting policies and calculations are concerned, has been properly compiled on the basis of the assumptions made. |
(c) 預測及其根據的假…整句翻译 |
| Although the accountants have no responsibility for the assumptions, they will as a result of their review be in a position to advise the company on what assumptions should be listed in the circular and the way in which they should be described. The financial advisers and accountants obviously have substantial influence on the information about assumptions to be given in a circular; neither should allow an assumption to be published which appears to be unrealistic, or one to be omitted which appears to be important, without commenting appropriately in its report. |
雖然會計師對假設毋須…整句翻译 |
| 2. General rules |
2. 通則…整句翻译 |
| (a) The following general rules apply to the selection and drafting of assumptions. |
(a) 應根據以下通則來…整句翻译 |
| (i) The shareholder should be able to understand their implications and so be helped in forming a judgement as to the reasonableness of the forecast and the main uncertainties attaching to it. |
(i) 股東應能夠明白假…整句翻译 |
| (ii) The assumptions should be specific rather than general, definite rather than vague. |
(ii) 假設應該是明確而…整句翻译 |
| (iii) Assumptions about factors which the directors can influence may be included, provided they are clearly identified as such. However, assumptions relating to the general accuracy of estimates should be avoided. The following would not be acceptable:– |
(iii) 可載有對於可能…整句翻译 |
| “Sales and profits for the year will not differ materially from those budgeted for.” |
“年內的銷售及盈利將…整句翻译 |
| “There will be no increases in costs other than those anticipated and provided for.” |
“除了預計及已提撥的…整句翻译 |
| Every forecast involves estimates of income and of costs and must obviously be dependent on these estimates. Assumptions of the type illustrated above do not help the shareholder in considering the forecast. |
每項預測都涉及對收入…整句翻译 |
| (iv) The assumptions should not relate to the accuracy of the accounting systems. If the systems of accounting and forecasting are such that full reliance cannot be placed on them, this should be the subject of some qualification in the forecast itself. It is not satisfactory for this type of deficiency to be covered by the assumptions. The following would not be acceptable:– |
(iv) 假設不應涉及會計…整句翻译 |
| “The book record of stock and work-inprogress will be confirmed at the end of the financial year.” |
“存貨及進行中的工程…整句翻译 |
| (v) The assumptions should relate only to matters which may have a material bearing on the forecast. |
(v) 假設應只涉及可能…整句翻译 |
| (b) Even the more specific type of assumption may still leave shareholders in doubt as to its implications, for instance:– |
(b) 即使較為明確的一…整句翻译 |
| “No abnormal liabilities will arise under guarantees.” |
“有關擔保將不會招致…整句翻译 |
| “Provisions for outstanding legal claims will prove adequate.” |
“為尚未了結的法律申…整句翻译 |
| Such phrases might be dismissed on the grounds that the first relates to the unforeseen and the second to the adequacy of the estimating system. In both these examples information would be necessary about the extent or basis of the provision already made and/or about the circumstances in which unprovided for liabilities might arise. |
上述句語被視為未合要…整句翻译 |
| (c) There may be occasions, particularly when an estimate relates to a period already ended, when no assumptions are required. |
(c) 在某些情況下，可…整句翻译 |
| 3. Report by independent financial adviser |
3. 獨立財務顧問的報告…整句翻译 |
| An independent financial adviser to the offeree company may perform a financial adviser’s role under Rule 10.1 and Note 1(c) to Rules 10.1 and 10.2. |
受要約公司的獨立財務…整句翻译 |
| 10.3 Reports required in connection with profit forecasts |
10.3 就盈利預測須呈交…整句翻译 |
| (a) A forecast made by an offeror offering solely cash need not be reported on. With the consent of the Executive, this exemption may be extended to an offeror offering a nonconvertible debt instrument. |
(a) 只以現金作出要約…整句翻译 |
| (b) In all other cases, the accounting policies and calculations for the forecasts must be examined and reported on by the auditors or consultant accountants. Any financial adviser mentioned in the document must also report on the forecasts. |
(b) 在所有其他情況下…整句翻译 |
| (c) When income from land and buildings is a material element in a forecast, that part of the forecast should normally be examined and reported on by an independent valuer: this requirement does not apply where the income is virtually certain, e.g. known rents receivable under existing leases. |
(c) 假如來自土地及樓…整句翻译 |
| (d) Except with the consent of the Executive, any profit forecast which has been made before the commencement of the offer period must be examined, repeated and reported on in the document sent to shareholders. |
(d) 除非執行人員同意…整句翻译 |
| (e) Exceptionally, the Executive may accept that, because of the uncertainties involved, it is not possible for a forecast previously made to be reported on in accordance with the Takeovers Code nor for a revised forecast to be made. In these circumstances, the Executive would insist on shareholders being given a full explanation as to why the requirements of the Takeovers Code were not capable of being met. |
(e) 在特殊情況下，執…整句翻译 |
| 10.4 Publication of reports and consent letters |
10.4 刊登報告及同意書…整句翻译 |
| Whenever a profit forecast is made during an offer period, the reports must be included in the document addressed to shareholders containing the forecast. When the forecast is made in a press announcement, that announcement must contain a statement that the forecast has been reported on in accordance with the Takeovers Code and the reports have been lodged with the Executive. If a company’s forecast is published first in a press announcement, it must be repeated in full, together with the reports, in the next document sent to shareholders by that company. The reports must be accompanied by a statement that those making them have given and not withdrawn their consent to publication. |
凡在要約期內作出一項…整句翻译 |
| 10.5 Subsequent documents – continuing validity of forecast |
10.5 繼後的文件─預測…整句翻译 |
| When a company includes a forecast in a document, any document subsequently sent out by that company in connection with that offer must, except with the consent of the Executive, contain a statement by the directors that the forecast remains valid for the purpose of the offer and that the financial advisers and accountants who reported on the forecast have indicated that they have no objection to their reports continuing to apply. |
當公司將預測包括在文…整句翻译 |
| 10.6 Statements which will be treated as profit forecasts |
10.6 將當作盈利預測的…整句翻译 |
| (a) When no figure is mentioned |
(a) 如果沒有提及數字…整句翻译 |
| Even when no particular figure is mentioned or even if the word “profit” is not used, certain forms of words may constitute a profit forecast, particularly when considered in context. Examples are “profits will be somewhat higher than last year” and “performance in the second half-year is expected to be similar to our performance and results in the first half-year” (when interim figures have already been published). Whenever a form of words puts a floor under, or a ceiling on, the likely profits of a particular period or contains the data necessary to calculate an approximate figure for future profits, it will be treated by the Executive as a profit forecast which must be reported on. In cases of doubt, professional advisers should consult the Executive in advance. |
即使並無提及某項數字…整句翻译 |
| (b) Estimates of profit for a completed period |
(b) 就已結束期間所作…整句翻译 |
| An estimate of profit for a period which has already expired should be treated as a profit forecast. |
對已屆滿的期間所作的…整句翻译 |
| (c) Forecasts for a limited period |
(c) 就短期間所作的預…整句翻译 |
| A profit forecast for a limited period (e.g. the following quarter) is subject to this Rule 10. |
就短期間（例如下一季…整句翻译 |
| (d) Dividend forecasts |
(d) 股息預測…整句翻译 |
| A dividend forecast is not normally considered to be a profit forecast unless, for example, it is accompanied by an estimate as to dividend cover. |
股息預測通常不會當作…整句翻译 |
| (e) Profit warranties |
(e) 盈利保證…整句翻译 |
| The Executive must be consulted in advance if a profit warranty is to be published in connection with an offer as it is likely to be regarded as a profit forecast. |
如盈利保證將與要約一…整句翻译 |
| 10.7 Taxation, extraordinary items, exceptional items and minority interests |
10.7 稅項、非經常性項…整句翻译 |
| When a forecast of profit before taxation appears in a document addressed to shareholders, there must be included forecasts of taxation, extraordinary items, exceptional items and minority interests. |
假如在發給股東的文件…整句翻译 |
| 10.8 When a forecast relates to a period which has commenced |
10.8 若預測涉及已展開…整句翻译 |
| Whenever a profit forecast is made in relation to a period in which trading has already commenced, any previously published profit figures in respect of any expired part of that trading period, together with comparable figures for the same part of the preceding year, must be stated. |
凡所作的盈利預測與業…整句翻译 |
| 10.9 Interim and preliminary figures |
10.9 中期及初步數字…整句翻译 |
| Except with the consent of the Executive, any unaudited profit figures published during an offer period must be reported on. This provision does not, however, apply to:– |
除非執行人員同意，否…整句翻译 |
| (i) unaudited statements of annual or interim results which have already been published; |
(i) 已發表的未經審核…整句翻译 |
| (ii) unaudited statements of annual results which comply with the requirements for preliminary profits statements as set out in the Listing Rules; |
(ii) 遵照《上市規則》…整句翻译 |
| (iii) unaudited statements of interim results which comply with the requirements for half-yearly reports as set out in the Listing Rules in cases where the board of the offeree company has not publicly advised its shareholders not to accept an offer; or |
(iii) 如受要約公司的…整句翻译 |
| (iv) unaudited statements of interim results by offerors which comply with the requirements for half-yearly reports as set out in the Listing Rules, whether or not the offer has been publicly recommended by the board of the offeree company but provided the offer could not result in the issue of securities which would represent 10% or more of the enlarged voting share capital of the offeror. |
(iv) 要約人發表的遵照…整句翻译 |
| The Executive should be consulted in advance if the company is not listed on the Stock Exchange but wishes to take advantage of the exemptions under (ii), (iii) or (iv) above. |
如公司並非在聯合交易…整句翻译 |
| Note to Rule 10.9: |
規則10.9的註釋：…整句翻译 |
| Growth Enterprise Market companies |
創業板公司…整句翻译 |
| References to interim results include quarterly results for companies listed on the Growth Enterprise Market of the Stock Exchange. |
對中期業績的提述包括…整句翻译 |
| 10.10 Merger benefits statements in securities exchange offers |
10.10 證券交換要約的…整句翻译 |
| In a securities exchange offer, a quantified statement about the expected financial benefits of a proposed takeover or merger is deemed to be a profit forecast statement for the purpose of this Rule 10. In addition to satisfying the existing standards of information and requirements under Rules 9 and 10 of the Takeovers Code, a person issuing such a statement must provide:– |
就本規則10而言，在證…整句翻译 |
| (a) the bases of the belief (including sources of information) supporting the statement; |
(a) 支持該聲明的信念…整句翻译 |
| (b) an analysis and explanation of the constituent elements sufficient to enable shareholders to understand the relative importance of these elements; and |
(b) 就構成有關信念的…整句翻译 |
| (c) a base figure for any comparison drawn. |
(c) 任何比較所依據的…整句翻译 |
| These requirements may also be applicable to statements to the effect that an acquisition will enhance an offeror’s earnings per share where such enhancement depends in whole or in part on material merger benefits. |
凡聲明意指某項取得將…整句翻译 |
| Parties wishing to make earnings enhancement statements which are not intended to be profit forecasts must include an explicit and prominent disclaimer to the effect that such statements should not be interpreted to mean that earnings per share will necessarily be greater than those for the relevant preceding financial period. |
當事人如有意發表並非…整句翻译 |
| Parties should also be aware that the inclusion of unquantified earnings enhancement statements, if combined with merger benefits statements and/or other published financial information, may result in the market being provided with information from which the prospective profits for the offeror or the enlarged offeror group or at least a floor or ceiling for such profits can be inferred. Such statements would then be subject to this Rule 10. If parties are in any doubt as to the implications of the inclusion of such statements, they should consult the Executive in advance. |
當事人應該知悉，將沒…整句翻译 |
| Note to Rule 10.10: |
規則10.10的註釋：…整句翻译 |
| Statements that will be treated as profit forecasts |
視為盈利預測的聲明…整句翻译 |
| Quantified statements of merger benefits or earnings enhancements, such as a statement by an offeror that it would expect the offeree company to contribute $x million of profit post acquisition, will be treated as profit forecasts. The Executive will also apply tests similar to those in Rule 10.6 to determine whether statements that do not mention any particular figure constitute profit forecasts. General statements that do not provide a floor or ceiling for profits, such as a statement by an offeror that it expects to achieve synergies through the rationalisation of head office costs, would not be regarded as forecasts. |
有關合併利益或盈利增…整句翻译 |
| 10.11 Material changes in financial or trading position |
10.11 有關財政或營業…整句翻译 |
| Where a document to shareholders includes information about material changes in the financial or trading position or outlook of the offeror or offeree company subsequent to the last published audited accounts, in accordance with Schedules I and II or, in the case of a share repurchase by general offer or off-market share repurchase, Schedule III respectively, such information must be reported on in accordance with this Rule 10 if this information constitutes a profit forecast under Rule 10.6. The directors of the company must provide the Executive with evidence of the steps taken by them to support any statement included in such a document that there have been no such material changes (or none save as disclosed in the document). |
如果發給股東的文件所…整句翻译 |
| Note to Rule 10.11: |
規則10.11的註釋：…整句翻译 |
| Evidence of steps taken |
證明已採取的措施的證…整句翻译 |
| The evidence required under this Rule 10.11 normally includes a confirmation in writing given to the Executive by the board of the offeror or offeree company that the board and the financial adviser have reviewed, among other things, the financial position of the company (including the latest consolidated management accounts, financial condition, capital and other commitments, contingent liabilities and future cash flow and financing requirements) and the trading position with respect to the company’s suppliers and customers. The confirmation should also state that the board and the financial adviser have discussed all these aspects before the confirmation was made. Under Rule 9.3, the directors of the offeror or offeree company take full responsibility for statements made under this Rule 10.11. However, the directors and the financial adviser should disclose any material difference of opinion between the directors and the financial adviser regarding material changes or absence of such changes to the Executive. The Executive may require disclosure of such information in the document if it considers it to be relevant to a shareholder’s decision on an offer. |
本規則10.11所需的證據…整句翻译 |
| RULE 11 |
規則11…整句翻译 |
| 11. Asset valuations |
11. 資產估值…整句翻译 |
| N.B. All references in this Rule 11 to “the Valuation Standards” are to “The HKIS Valuation Standards on Properties” published by The Hong Kong Institute of Surveyors. |
注意：在本規則11中凡…整句翻译 |
| 11.1 Disclosure of valuations |
11.1 披露資產估值…整句翻译 |
| When valuations of assets are given in connection with an offer details of the valuations or an appropriate summary thereof must be included in the offer document, offeree board circular or other documents. The valuations should be supported by the opinion of a named independent valuer. |
如提供涉及要約的資產…整句翻译 |
| (a) Type of asset |
(a) 資產類別…整句翻译 |
| This Rule 11 applies not only to land, buildings and process plant and machinery but also to other tangible and intangible assets. Where the assets consist of securities listed on the Stock Exchange that are not suspended from trading, a separate valuation and consent letter will not be necessary if the valuation is carried out by a qualified accountant or financial adviser to the company. In the case of securities listed on other exchanges, the Executive should be consulted. |
本規則11不單適用於土…整句翻译 |
| Where it is proposed to give a valuation of assets, other than land and buildings, based on discounted cash flows or projections of profits, earnings or cash flows, the Executive must be consulted. Since it may be possible to derive a forecast of profits from such valuations, they will normally be regarded as if they were profit forecasts to which Rule 10 would apply. The Executive will normally only grant a waiver to allow such valuations to be given other than in accordance with Rule 10 in exceptional circumstances or where the predictability of cash flows is reasonably assured. |
凡建議根據折扣現金流…整句翻译 |
| (b) The valuer |
(b) 估值師…整句翻译 |
| In relation to land and buildings, a valuer should be a professional member of The Hong Kong Institute of Surveyors or some other person approved by the Executive. |
就土地及樓宇而言，估…整句翻译 |
| In respect of other assets, the valuer should normally be the financial adviser to the relevant party in respect of the offer. The Executive may, in appropriate cases, accept a valuation by a suitably qualified and experienced professional valuer which is also reported on by the financial adviser. In such cases the valuer must be able to demonstrate to the satisfaction of the Executive that it and the personnel engaged in the valuation meet any legal or regulatory requirements which apply in the circumstances in which the particular valuation is required and that they have, in respect of the particular type of property or asset, sufficient current local and international (as appropriate) knowledge of the particular market and the skills and understanding necessary to undertake the valuation competently. |
就其他資產而言，估值…整句翻译 |
| (c) In connection with an offer |
(c) 涉及要約…整句翻译 |
| In certain cases, offer documents, offeree board circulars or other documents will include statements of assets reproducing directors’ estimates of asset values published with the company’s accounts in accordance with the Listing Rules or the Tenth Schedule to the Companies Ordinance (Cap. 32), or in the case of companies incorporated outside Hong Kong, equivalent statutory requirements. The Executive will not regard such estimates as “given in connection with an offer” unless asset values are a particularly significant factor in assessing the offer and the estimates are, accordingly, given considerably more prominence in the offer documents, offeree board circulars or other relevant documents than merely being referred to in a note to a statement of assets in an appendix. In these circumstances, such estimates must be supported by an independent valuer in accordance with this Rule 11. |
在若干情況下，要約文…整句翻译 |
| (d) Another party’s assets |
(d) 另一當事人的資產…整句翻译 |
| A party to a takeover transaction will not normally be permitted to issue a valuation, appraisal or calculation of worth of the assets owned by another party unless it is supported by the unqualified opinion of a named independent valuer and that valuer has had access to sufficient information to carry out a property valuation, appraisal or calculation of worth either in accordance with the Valuation Standards or, in respect of assets other than land and buildings, to appropriate standards approved by the Executive. Comments by one party about another’s valuation, appraisal or calculation of worth of its own assets are unlikely to be permitted. In all cases, the Executive must be consulted in advance. |
收購交易的當事人通常…整句翻译 |
| (e) Selective valuations not acceptable |
(e) 選擇性的估值不可…整句翻译 |
| Valuations of assets must not be prepared or presented on a selective basis unless the Executive accepts that special circumstances justify it. (See also Rule 11.6.) |
資產估值不得有選擇性…整句翻译 |
| (f) Companies with significant property interests |
(f) 持有重大物業權益…整句翻译 |
| Except with the consent of the Executive, a valuation of properties will be required in the case of an offer for a company with significant property interests and, in the case of a securities exchange offer, where the offeror company has significant property interests. As a general guide, this should be taken to refer to a company or group of companies, the book value of whose property assets or consolidated property assets, respectively, exceeds 15% of the book value of total assets or total group assets, as the case may be. |
除非執行人員同意，否…整句翻译 |
| When the company or group of companies has significant property interests but the respective property assets or consolidated property assets represent less than 50% of the book value of its total assets or total group assets, as the case may be, a valuation of property assets held by its associated companies will not normally be required. |
如公司或公司集團持有…整句翻译 |
| If the property assets or consolidated property assets, respectively, of a company or group of companies represent 50% or more of the book value of its total assets or total group assets, as the case may be, a valuation of the property assets held by the associated companies over which it exercises a significant degree of control will be required. Significant degree of control means a direct or indirect interest of 30% or more of the voting rights of a company. |
如公司或公司集團的物…整句翻译 |
| (g) Companies with property situated in developing property markets |
(g) 在發展中的物業市…整句翻译 |
| If the valuation of assets of either the offeree company or offeror company includes valuation of property in developing property markets, the Executive should be consulted to determine the extent to which the requirements of Practice Note 12 to the Listing Rules should apply. |
假如要約公司或受要約…整句翻译 |
| 11.2 Basis of valuation |
11.2 估值基礎…整句翻译 |
| (a) In any valuation of an asset or business the basis of valuation must be clearly stated. Only in exceptional circumstances should it be qualified and in that event the valuer must explain the meaning of the words used. The material assumptions made in a valuation must be stated in the valuation. These assumptions should be made taking into account the principles set out in the Notes to Rule 10.2. |
(a) 在對資產或業務的…整句翻译 |
| (b) In relation to valuations of land and buildings, attention is drawn to the Valuation Standards. Special assumptions (see VS2.3 of the Valuation Standards) should not normally be made in a valuation but, if such assumptions are permitted by the Executive, they should be fully explained. |
(b) 關於土地及樓宇的…整句翻译 |
| (c) For non-specialised properties, the basis of valuation will normally be market value as defined in the Valuation Standards. A property which is occupied for the purposes of the business will be valued at existing use value. Where a property has been adapted or fitted out to meet the requirements of a particular business, the market value should relate to the property after the works have been completed. Alternatively, the market value may relate to the state of the property before the works had been commenced and the works of adaptation may be valued separately on a depreciated replacement cost basis, subject to adequate potential profitability. Specialised properties occupied by the business should be valued on a depreciated replacement cost basis, as defined in the Valuation Standards subject to adequate potential profitability. Properties held as investments or which are surplus to requirements and are held pending disposal should be valued at market value. |
(c) 至於非專門性物業…整句翻译 |
| (d) In the case of land currently being developed or with immediate development potential, in addition to giving the open market value in the state existing at the date of valuation, the valuation should include:– |
(d) 如屬正在發展或具…整句翻译 |
| (i) the value after the development has been completed; |
(i) 發展完成後的價值…整句翻译 |
| (ii) the estimated total cost, including carrying charges, of completing the development and the anticipated dates of completion and of letting or occupation; and |
(ii) 完成發展的估計總…整句翻译 |
| (iii) a statement whether planning or other regulatory consent has been obtained and, if so, the date thereof and the nature of any conditions attaching to the consent which affect the value. |
(iii) 一項聲明，說明…整句翻译 |
| 11.3 Potential tax liability |
11.3 潛在的稅務負擔…整句翻译 |
| When a valuation is given in connection with an offer, there should normally be a statement regarding any potential tax liability which would arise if the assets were to be sold at the amount of the valuation, accompanied by an appropriate comment as to the likelihood of any such liability crystalising. |
在提供涉及要約的估值…整句翻译 |
| 11.4 Current valuation |
11.4 現時的估值…整句翻译 |
| A valuation must state the effective date as at which the assets were valued and the professional qualifications and address of the valuer. If a valuation is not current, the valuer must state that a current valuation would not be materially different. If this statement cannot be made, the valuation must be updated. |
估值必須說明資產進行…整句翻译 |
| Note to Rule 11.4: |
規則11.4的______註釋…整句翻译 |
| Effective date |
有效日期…整句翻译 |
| The Executive will normally regard any valuation that is more than 3 months old as not current. |
執行人員通常不會視任…整句翻译 |
| 11.5 Opinion and consent letters |
11.5 意見及同意函件…整句翻译 |
| (a) Standards of care |
(a) 審慎程度…整句翻译 |
| There are obvious hazards attached to the valuation of an asset or business; this should in no way detract from the necessity of maintaining the highest standards of accuracy and fair presentation in all communications to shareholders in an offer. A valuation must be made with due care and consideration by the valuer or financial adviser making the valuation. |
雖然資產或業務的估值…整句翻译 |
| (b) Publication of opinion |
(b) 發表意見…整句翻译 |
| The opinion of value must be contained in the document containing the asset valuation. In the case of a property valuation, the document containing the valuation must contain a summary of the valuation setting out the address sufficient to identify each property and the valuation of each property. |
關於價值的意見必須載…整句翻译 |
| (c) Consent |
(c) 同意…整句翻译 |
| The document must also state that the valuer has given and not withdrawn its written consent to the publication of its valuation report. |
文件亦須聲明估值師已…整句翻译 |
| (d) Valuation certificate to be on display |
(d) 需展示估值證書…整句翻译 |
| Where a valuation of assets is given in any document addressed to shareholders, the full valuation report must be made available for inspection, in the manner described in Note 1 to Rule 8, together with an associated report or schedule containing details of the aggregate valuation. Where the Executive is satisfied that such disclosure may be commercially disadvantageous to the company concerned, it may consent to the report or schedule appearing in a summarised form. |
如在任何致股東的文件…整句翻译 |
| 11.6 Waiver in certain circumstances |
11.6 在若干情況下作出…整句翻译 |
| In exceptional cases, certain companies, in particular property companies, which are the subject of an unexpected offer may find difficulty in obtaining, within the time available, the opinion of an independent valuer to support an asset valuation, as required by this Rule 11, before the offeree board circular has to be sent out. In such cases, the Executive may be prepared exceptionally to waive strict compliance with this requirement. The Executive will only do this where the interests of shareholders seem on balance to be best served by permitting informal valuations to appear coupled with such substantiation as is available. Advisers to offeree companies who wish to make use of this procedure should consult the Executive at the earliest opportunity. |
在特殊情況下，若干公…整句翻译 |
| Note to Rule 11: |
規則11的註釋：…整句翻译 |
| Independent valuer |
獨立估值師…整句翻译 |
| For the purposes of this Rule 11, an “independent valuer” means a valuer who meets the requirements of an “independent valuer” as defined in Appendix 1.1 of the Valuation Standards and, in addition, has no material connection with other parties to the transaction. The independent valuer must also meet the requirements of the Listing Rules. |
就本規則11的目的而言…整句翻译 |
| RULE 12 |
規則12…整句翻译 |
| 12. Issuance of documents |
12. 發出文件…整句翻译 |
| 12.1 Filing of documents for comments |
12.1 呈交文件徵求意見…整句翻译 |
| All documents must be filed with the Executive for comment prior to release or publication and must not be released or published until the Executive has confirmed that it has no further comments thereon. 6 final copies of the document must be filed with each of the Executive and the Stock Exchange. |
所有文件在發出及發表…整句翻译 |
| 12.2 Publication of documents |
12.2 刊登文件…整句翻译 |
| All announcements in respect of listed companies must be made in accordance with the requirements of the Listing Rules. All announcements in respect of unlisted offeree companies must be published as a paid announcement in at least one leading English language newspaper and one leading Chinese language newspaper published daily and circulating generally in Hong Kong. All documents published in respect of unlisted offeree companies must be delivered to the Executive in electronic form for publication on the SFC’s website. |
有關上市公司的所有公…整句翻译 |
| 12.3 Advertisements |
12.3 廣告…整句翻译 |
| The publication of advertisements during an offer period is prohibited unless the advertisement falls within one of the categories listed below. In addition, except where the advertisement falls within category (a), it must be filed with the Executive in accordance with Rule 12.1. |
除非有關廣告屬於以下…整句翻译 |
| The categories are as follows:– |
有關類別如下：－…整句翻译 |
| (a) product advertisements not bearing on an offer or possible offer (where there could be any doubt, the Executive must be consulted); |
(a) 與要約或可能要約…整句翻译 |
| (b) corporate image advertisements not bearing on an offer or possible offer; |
(b) 與要約或可能要約…整句翻译 |
| (c) advertisements giving information, the publication of which by advertisement is required or specifically permitted by the Stock Exchange; or |
(c) 提供信息的廣告，…整句翻译 |
| (d) advertisements communicating information relevant to holders of bearer securities. |
(d) 傳達與不記名證券…整句翻译 |
| Notes to Rule 12: |
規則12的註釋：…整句翻译 |
| 1. Adequate time |
1. 足夠時間…整句翻译 |
| The Executive should be given a reasonable time for consideration of a document when it is submitted for comment. The first draft of the document submitted to the Executive should be in advanced form and points of difficulty should be drawn to the attention of the Executive as early as possible. If a draft document is not submitted in a substantially final form before 5.00 p.m. on a business day, the Executive would expect difficulties in commenting on the document on the same day, particularly if there are outstanding points or issues of difficulty. |
在呈交文件予執行人員…整句翻译 |
| 2. Verification |
2. 核實…整句翻译 |
| It is the sole responsibility of the issuer of the document (and its directors and advisers) to ensure that the Codes are fully complied with. The Executive will not verify the accuracy of statements made in documents submitted for comment. If it subsequently becomes apparent that any statement was incorrect, or any document was incomplete, the Executive may require an immediate correction to be issued in addition to considering any possible disciplinary action in accordance with the Codes. |
文件的發出人（及其董…整句翻译 |
| 3. Source |
3. 來源…整句翻译 |
| Each document must clearly and prominently identify the party on whose behalf it is published. |
每份文件必須清楚地及…整句翻译 |
| Rule 13 |
規則13…整句翻译 |
| 13. Appropriate offers for convertibles, warrants, etc. |
13. 就可轉換證券及認…整句翻译 |
| 13.1 Offeree companies with convertible securities |
13.1 已發行可轉換證券…整句翻译 |
| Where an offer is made for equity share capital and the offeree company has convertible securities outstanding, the offeror must make an appropriate offer or proposal to the holders of the convertible securities to ensure that their interests are safeguarded. Equality of treatment is required. |
凡作出要約以取得權益…整句翻译 |
| 13.2 Competent independent advice |
13.2 稱職的獨立意見…整句翻译 |
| The board of the offeree company must obtain competent independent advice in writing on the offer or proposal to the holders of such securities and the substance of such advice must be made known to all holders of its securities in accordance with Rule 2.1, together with the board’s views on the offer or proposal. |
受要約公司的董事局必…整句翻译 |
| 13.3 Despatch of appropriate offers |
13.3 發送適當要約…整句翻译 |
| Whenever practicable the offer or proposal should be despatched to the holders of such securities at the same time that the offer document is posted to shareholders, but if this is not practicable the Executive should be consulted and the offer or proposal should be despatched as soon as possible thereafter. |
寄發要約文件給各股東…整句翻译 |
| 13.4 Conditions of appropriate offers |
13.4 適當要約的條件…整句翻译 |
| The offer or proposal required by this Rule 13 must be made conditional on the offer for equity share capital becoming or being declared unconditional and should not normally be subject to any other conditions. It may, however, be put by way of a scheme to be considered at a meeting of the holders of such securities. |
本規則13規定的要約或…整句翻译 |
| 13.5 Warrants, options and subscription rights |
13.5 認股權證、期權及…整句翻译 |
| If an offeree company has warrants, options or subscription rights outstanding in respect of any class of equity share capital (including non-transferable options), the provisions of this Rule 13 apply as appropriate. |
如果受要約公司任何一…整句翻译 |
| Notes to Rule 13: |
規則13的註釋：…整句翻译 |
| 1. Consideration for appropriate offers |
1. 適當要約的代價…整句翻译 |
| Normally the consideration under any such offer or proposal in relation to convertible securities, warrants, options or subscription rights will be considered appropriate if it is based on the offer price for the relevant equity share capital and such “see-through” price should be regarded as the minimum offer price. However, there may be cases where another basis is more appropriate, and if the offeror is of the view that the consideration should be determined on some other basis, the Executive should be consulted in advance. A higher offer would not be considered appropriate if it is part of a special deal to provide an incentive to persons who also hold shares or other securities of the offeree company to accept the offer. |
有關可轉換證券、認股…整句翻译 |
| 2. Equality of treatment |
2. 同等對待…整句翻译 |
| “Equality of treatment” under Rule 13.1 should be taken to mean equality of treatment within a class of security holders as opposed to equality of treatment between different classes of securities. |
規則13.1所指的“同等…整句翻译 |
| 3. When conversion rights etc. are exercisable during an offer All relevant documents issued to shareholders of the offeree company in connection with an offer must also, where practicable, be issued simultaneously to the holders of securities convertible into, rights to subscribe for and options over shares of the same class as those to which the offer relates. If those holders are able to exercise their rights during the course of the offer and to accept the offer in respect of the resulting shares, their attention should be drawn to this in the documents. |
3. 當轉換權等在要約期…整句翻译 |
| Rule 14 |
規則14…整句翻译 |
| 14. Offers for more than one class of equity shares |
14. 就超過一類權益股…整句翻译 |
| Where a company has more than one class of equity share capital, a comparable offer must be made for each class whether such capital carries voting rights or not. The Executive must be consulted in all such cases. |
凡一家公司具有超過一…整句翻译 |
| The comparable offer or proposal for each class of share capital required by this Rule 14 should normally be subject to similar conditions. It may, however, be put by way of a scheme to be considered at meetings separately in respect of each class of the equity share capital. |
本規則14規定的就每一…整句翻译 |
| Notes to Rule 14: |
規則14的註釋：…整句翻译 |
| 1. Comparable offers |
1. 同等基礎的要約…整句翻译 |
| In order to achieve comparability, this Rule 14 may involve an offeror paying a higher price for a particular class of shares than the highest price paid by him in the preceding 6 months for shares of that class. A comparable offer need not be an identical offer but the difference must be capable of being justified to the Executive, who will have regard to all relevant circumstances including the rights attaching to each class of shares and may also consider the historical record of their market prices. |
為達致同等基礎，本規…整句翻译 |
| 2. Offer for non-voting equity shares only |
2. 只就無投票權的權益…整句翻译 |
| Where an offer for non-voting equity shares only is being made, comparable offers for voting classes are not required. |
凡要約只是就無投票權…整句翻译 |
| 3. Offers must be interconditional |
3. 要約必須在其他要約…整句翻译 |
| An offer for one class of equity share capital must be conditional on the offers for other classes of equity share capital becoming or being declared unconditional. |
就某一類別權益股本提…整句翻译 |
| RULE 15 |
規則15…整句翻译 |
| 15. Timing of the offer |
15. 要約的時間性…整句翻译 |
| 15.1 Closing dates |
15.1 截止日期…整句翻译 |
| Where an offer document and the offeree board circular are posted on the same day or are combined in a composite document, the offer must initially be open for acceptance for at least 21 days following the date on which the offer document is posted. Where the offeree board circular is posted after the date on which the offer document is posted, the offer must be open for acceptance for at least 28 days following the date on which the offer document is posted. The latest time for acceptance is 4.00 p.m. on the closing day unless the offer is extended in accordance with Rule 19.1. |
如果要約文件與受要約…整句翻译 |
| In any announcement of an extension of an offer, either the next closing date must be stated or, if the offer is unconditional as to acceptances, a statement may be made that the offer will remain open until further notice. In the latter case, at least 14 days’ notice in writing must be given, before the offer is closed, to those shareholders who have not accepted the offer and an announcement must be published. |
有關延長要約期的任何…整句翻译 |
| Where an offer closes without having become unconditional it shall be deemed to have lapsed. |
當一項要約在未成為無…整句翻译 |
| 15.2 No obligation to extend |
15.2 沒有責任予以延期…整句翻译 |
| There is no obligation to extend an offer the conditions of which are not met by the first or any subsequent closing date. |
就未能在首個或其後的…整句翻译 |
| 15.3 Offer to remain open for 14 days after unconditional |
15.3 要約成為無條件後…整句翻译 |
| Where a conditional offer becomes or is declared unconditional (whether as to acceptances or in all respects), it should remain open for acceptance for not less than 14 days thereafter. When an offer becomes or is declared unconditional in all respects, at least 14 days’ notice in writing must be given before the offer is closed to those shareholders who have not accepted the offer. |
凡有條件要約成為或宣…整句翻译 |
| Note to Rule 15.3: |
規則15.3的註釋：…整句翻译 |
| Announcement as to unconditionality |
就要約成為無條件發出…整句翻译 |
| An announcement is required to be made both when an offer becomes unconditional as to acceptances and when it becomes unconditional in all respects. |
當一項要約就接納而言…整句翻译 |
| 15.4 Offeree company announcements after “Day 39” |
15.4 受要約公司在“第…整句翻译 |
| Except with the consent of the Executive (who should be consulted at the earliest opportunity), the board of the offeree company should not announce any material new information (including trading results, profit or dividend forecasts, asset valuations or proposals for dividend payments or for any material acquisition or disposal or major transactions) after the 39th day following the posting of the initial offer document. Where a matter which might give rise to such announcement being made after the 39th day is known to the offeree company, every effort should be made to bring forward the date of the announcement, but, where this is not practicable, or where the matter arises after that date, the Executive will normally give its consent to a later announcement. If an announcement of the kind referred to in this Rule 15.4 is made after the 39th day, the Executive will normally be prepared to grant an extension of “Day 46” (Rule 16.1) and/or “Day 60” (Rule 15.5) as appropriate. |
除非執行人員（應盡早…整句翻译 |
| 15.5 Final day rule |
15.5 最後期限規則…整句翻译 |
| Except with the consent of the Executive, an offer (whether revised or not) may not become or be declared unconditional as to acceptances after 7.00 p.m. on the 60th day after the day the initial offer document was posted. The Executive’s consent will normally be granted only:– |
除非執行人員同意，在…整句翻译 |
| (i) in a competitive situation (see Note 2 below); |
(i) 出現競爭情況（見…整句翻译 |
| (ii) if the board of the offeree company consents to an extension; |
(ii) 受要約公司的董事…整句翻译 |
| (iii) as provided for in Rule 15.4; or |
(iii) 規則15.4有所規…整句翻译 |
| (iv) if the offeror’s receiving agent requests an extension for the purpose of complying with Note 2 to Rule 30.2. |
(iv) 要約人的接收代理…整句翻译 |
| In the event of an extension with the consent of the Executive in circumstances other than those set out in paragraphs (i) to (iii) above, acceptances or purchases in respect of which relevant documents are received after 4.00 p.m. on the relevant closing date may only be taken into account with the consent of the Executive, which will only be given in exceptional circumstances. |
如執行人員同意就上文…整句翻译 |
| Notes to Rule 15.5: |
規則15.5的註釋…整句翻译 |
| 1. Schemes of arrangement |
1. 協議安排…整句翻译 |
| In cases of schemes of arrangement, the Executive should be consulted if a modified timetable is required to accommodate the Court timetable. |
如屬協議安排，如須修…整句翻译 |
| 2. Competitive situations |
2. 競爭情況…整句翻译 |
| If a competing offer has been announced, both offerors will normally be bound by the timetable established by the posting of the competing offer document. In addition, the Executive will extend “Day 60” for the purposes of any procedure established by the Executive in accordance with Rule 16.5. The Executive will not normally grant its consent under Rule 15.5(ii) in a competitive situation unless its consent is sought before the 46th day following the posting of the competing offer document. The Executive should be consulted at the earliest opportunity if there is any doubt as to the application of this Note. |
如競爭要約已經公布，…整句翻译 |
| 3. TA decisions |
3. 電訊局長的決定…整句翻译 |
| If there is a delay in a decision of the TA under section 7P of the Telecommunications Ordinance (Cap. 106) after posting of the offer document, the Executive will normally extend “Day 39” (see Rule 15.4) to the second day following the announcement of such decision with consequent changes to “Day 46” (see Rule 16.1) and “Day 60”. If there is a significant delay or there is an appeal against the TA’s decision whereby the extended “Day 39” under this Note 3 is likely to be more than 3 months from the posting of the offer document, the Executive should be consulted to determine whether the offer should lapse and to what extent the relevant provisions of the Takeovers Code will continue to apply after lapsing of the offer. |
在寄發要約文件後，若…整句翻译 |
| 15.6 Compulsory acquisition |
15.6 強制取得證券…整句翻译 |
| Where an offeror has stated in the offer document its intention to avail itself of any powers of compulsory acquisition, the offer may not remain open for acceptance for more than 4 months from the posting of the offer document, unless the offeror has by that time become entitled to exercise such powers of compulsory acquisition, in which event it must do so without delay. |
凡要約人已在要約文件…整句翻译 |
| 15.7 Time for fulfilment of all other conditions |
15.7 履行所有其他條件…整句翻译 |
| Except with the consent of the Executive, all conditions must be fulfilled or the offer must lapse within 21 days of the first closing date or of the date the offer becomes or is declared unconditional as to acceptances, whichever is the later. |
除非執行人員同意，所…整句翻译 |
| 15.8 Acceptances and purchases to be taken into account |
15.8 計入的接納及購買…整句翻译 |
| For the purpose of the acceptance condition, the offeror may only take into account acceptances or purchases of shares in accordance with the Notes to Rule 30.2 before the last time for acceptance set out in the offeror’s relevant document or announcement. This time must be no later than 4.00 p.m. on the relevant closing date. |
就接納條件而言，要約…整句翻译 |
| Rule 16 |
規則16…整句翻译 |
| 16. Revised and alternative offers |
16. 修訂及替代要約…整句翻译 |
| 16.1 Offer open for 14 days after revision |
16.1 要約在修訂後維持…整句翻译 |
| If, in the course of an offer, the offeror revises its terms, all offeree company shareholders, whether or not they have already accepted the offer, will be entitled to the revised terms. A revised offer must be kept open for at least 14 days following the date on which the revised offer document is posted. Therefore, no revised offer document may be posted in the 14 days ending on the last day the offer is able to become unconditional as to acceptances. (See Rules 23, 24 and 26.) |
如果要約人在要約過程…整句翻译 |
| Notes to Rule 16.1: |
規則16.1的註釋：…整句翻译 |
| 1. Announcements which may increase the value of an offer |
1. 可能提高一項要約的…整句翻译 |
| Where an offer involves an exchange of equity or potential equity, the announcement by an offeror of any material new information (including trading results, profit or dividend forecasts, asset valuations, merger benefits statements, proposals for dividend payments, for a capital reorganisation or for any material acquisition or disposal) may have the effect of increasing the value of the offer. An offeror will not, therefore, normally be permitted to make such announcements after it is precluded from revising its offer. If an announcement of the kind referred to in this Note 1 might fall to be made during the offer period, the Executive must be consulted at the earliest opportunity and an offeror will not be permitted to make a no increase statement as defined in Rule 18.3 prior to the release of the announcement. |
當一項要約涉及權益或…整句翻译 |
| For the purpose of determining whether a transaction is a “material acquisition or disposal” the Executive will, in general, apply the same tests as those set out in the Listing Rules to determine whether a transaction is a “major transaction”. |
為釐定一項交易是否“…整句翻译 |
| For the purpose of this Note 1, “capital reorganisation” includes rights issues, capital distributions or special dividends, dividends in specie other than scrip dividends of the same class and does not include stock splits, stock consolidations, bonus issues of the same class, ordinary dividends not exceeding the earnings per share for the period in respect of which the dividend is declared, and nominal share capital and share premium reductions not involving any distribution to shareholders. |
就本註釋1的目的而言，…整句翻译 |
| It is recognised that it may not always be possible for an offeror to avoid the need for an announcement to be made (e.g. due to obligations under the Listing Rules). Where the offeror is aware beforehand of a matter which might give rise to such an announcement obligation, the offeror should make every effort to bring forward the date of the announcement so that the restrictions under this Note 1 would not arise. Where this is not possible or where the matter arises after the offeror is restricted from revising its offer, the Executive should be consulted in advance of any proposed announcement and will normally seek the views of the Stock Exchange or any other regulator in order to satisfy itself that the announcement is in fact required. |
執行人員承認，要約人…整句翻译 |
| 2. When revision is required |
2. 必須作出修訂的情況…整句翻译 |
| An offeror will normally be required to revise its offer if it, or any person acting in concert with it, purchases securities at above the offer price (see Rule 24) or it becomes obliged to introduce an offer under Rule 23 or to make a cash offer, or to increase an existing cash offer, under Rule 26. |
如果要約人或任何與其…整句翻译 |
| 3. When revision is not permitted |
3. 不准作出修訂的情況…整句翻译 |
| Since an offer must remain open for acceptance for 14 days following the date on which the revised offer document is posted, an offeror will generally not be able to revise its offer, and must not place itself in a position where it would be required to revise its offer, in the 14 days ending on the last day its offer is able to become unconditional. Nor must an offeror place itself in a position where it would be required to revise its offer if it has made a no increase statement as defined in Rule 18.3. |
由於要約在修訂要約文…整句翻译 |
| 4. Triggering a mandatory offer under Rule 26 |
4. 觸發規則26所指的強…整句翻译 |
| When an offeror, which is making a voluntary offer either in cash or with a cash alternative, makes an acquisition which causes it to have to extend a mandatory offer under Rule 26 at no higher price than the existing cash offer, the change in the nature of the offer will not be viewed as a revision (and will thus not be precluded by an earlier no increase statement), even if the offeror is obliged to waive any outstanding condition. However, such an acquisition can only be made if the offer can remain open for acceptance for a further 14 days following the date on which the revised offer document is posted. |
以現金或現金選擇方式…整句翻译 |
| 16.2 New conditions for increased or improved offers |
16.2 已提高價格的要約…整句翻译 |
| An offeror may introduce new conditions to be attached to a revised offer, but only to the extent necessary to implement the revised offer and subject to the consent of the Executive. |
要約人可以引入附於修…整句翻译 |
| 16.3 Timing and revision |
16.3 時間性及修訂…整句翻译 |
| In general, the provisions of Rules 15, 16, 18 and 20 apply equally to alternative offers, including cash alternatives. |
在一般情況下，規則15…整句翻译 |
| Notes to Rule 16.3: |
規則16.3的註釋：…整句翻译 |
| 1. Elections |
1. 選擇…整句翻译 |
| For the purpose of this Rule 16.3, an arrangement under which shareholders elect, subject to the election of other shareholders, to vary the proportion in which they are to receive different forms of consideration is not regarded as an alternative offer and may be closed without notice on any closing date. This must be clearly stated in the offer document. |
就本規則16.3而言，股…整句翻译 |
| 2. Shutting off |
2. 終止…整句翻译 |
| Normally, if an offer has become or is declared unconditional as to acceptances, all alternative offers which have not been closed prior to that date must remain open in accordance with Rule 15.3. |
通常如果一項要約就接…整句翻译 |
| In accordance with Rule 15.2, if on a closing date an offer is not unconditional as to acceptances, an alternative offer (except a cash alternative provided to satisfy the requirements of Rule 26) may be closed without prior notice. However, if, on the first closing date on which an offer is capable of being declared unconditional as to acceptances, the offer is not so declared and is extended, all alternative offers must remain open for 14 days thereafter but may then be closed without prior notice. |
按照規則15.2，如果在…整句翻译 |
| 16.4 Reintroduction of alternative offers |
16.4 再度提出替代要約…整句翻译 |
| Where a firm statement has been made that an alternative offer will not be extended or reintroduced, neither that alternative, nor any substantially similar alternative, may be extended or reintroduced. Where, however, such a statement has not been made and an alternative offer has closed, an offeror will not be precluded from reintroducing that alternative at a later date. Reintroduction constitutes a revision of the offer and is, therefore, subject to the requirements of, and only permitted as provided in, this Rule 16. |
如已發出確實聲明，表…整句翻译 |
| 16.5 Competitive situations |
16.5 競爭情況…整句翻译 |
| If a competitive situation continues to exist in the later stages of the offer period, the Executive will normally require revised offers to be published in accordance with an auction procedure, the terms of which will be determined by the Executive. That procedure will normally require final revisions to competing offers to be announced by the 46th day following the posting of the competing offer document but enable an offeror to revise its offer within a set period in response to any revision announced by a competing offeror on or after the 46th day. The procedure will not normally require any revised offer to be posted before the expiry of a set period after the last revision to either offer is announced. The Executive will consider applying any alternative procedure which is agreed between competing offerors and the board of the offeree company. |
若競爭情況在要約期的…整句翻译 |
| Notes to Rule 16.5: |
規則16.5的註釋：…整句翻译 |
| 1. Dispensation from obligation to post |
1. 豁免寄發責任…整句翻译 |
| The Executive will normally grant dispensation from the obligation to post a revised offer, which is lower than the final revised offer announced by a competing offeror, when the board of the offeree company consents. |
若受要約公司的董事局…整句翻译 |
| 2. Guillotine |
2. 截止時間…整句翻译 |
| The Executive may impose a final time limit for announcing revisions to competing offers for the purpose of any procedure established in accordance with this Rule 16.5 taking into account representations by the board of the offeree company, the revisions previously announced and the duration of the procedure. |
執行人員在考慮過受要…整句翻译 |
| RULE 17 |
規則17…整句翻译 |
| 17. Acceptor’s right to withdraw |
17. 接納者撤回接納的…整句翻译 |
| An acceptor shall be entitled to withdraw his acceptance after 21 days from the first closing date of the offer, if the offer has not by then become unconditional as to acceptances. This entitlement to withdraw shall be exercisable until such time as the offer becomes or is declared unconditional as to acceptances: however, on the 60th day (or any date beyond which the offeror has stated that its offer will not be extended) the final time for the withdrawal must coincide with the final time for the lodgement of acceptances set out in Rule 15.5, and this time must not be later than 4.00 p.m. |
如果要約在首個截止日…整句翻译 |
| RULE 18 |
規則18…整句翻译 |
| 18. Statements during course of offer |
18. 在要約過程中發出…整句翻译 |
| 18.1 No misleading statements |
18.1 不可發出誤導聲明…整句翻译 |
| Parties to an offer or possible offer and their advisers must take care not to issue statements which, while not factually inaccurate, may mislead shareholders and the market or may create uncertainty. In particular, an offeror must not make a statement to the effect that it may improve its offer without committing itself to doing so and specifying the improvement. |
要約或可能要約的當事…整句翻译 |
| Notes to Rule 18.1: |
規則18.1的註釋：…整句翻译 |
| 1. Holding statements |
1. 暫緩聲明…整句翻译 |
| While an offeror may need to consider its position in the light of new developments, and may make a statement to that effect, and while a potential competing offeror may make a statement that it is considering making an offer, it is not acceptable for such a statement to remain unclarified for more than a limited time, particularly in the later stage of the offer period. Before any statements of this kind are made, the Executive must be consulted as to the period allowable for clarification. This does not detract in any way from the obligation to make timely announcements under Rule 3. |
要約人可能需因應一些…整句翻译 |
| 2. Statements of support |
2. 支持聲明…整句翻译 |
| The board of the offeree company must not make any statement about the level of support from its shareholders unless their up-to-date intention has been clearly stated to the offeree company or its advisers. The Executive will require any such statement to be verified to its satisfaction. This may include immediate confirmation being given directly to the Executive by the relevant shareholders. |
受要約公司的董事局不…整句翻译 |
| 18.2 No extension statements |
18.2 不作延期的聲明…整句翻译 |
| If statements in relation to the duration of an offer such as “the offer will not be extended beyond a specified date unless it is unconditional as to acceptances” (“no extension statements”) are included in documents sent to offeree company shareholders, or are made by or on behalf of an offeror, its directors, officials or advisers, and not withdrawn immediately if incorrect, only in wholly exceptional circumstances will the offeror be allowed subsequently to extend its offer beyond the stated date except where the right to do so has been specifically reserved. The provisions of Rule 15.3 will apply in any event. |
如果有關要約期限的聲…整句翻译 |
| 18.3 No increase statements |
18.3 不提高要約價格的…整句翻译 |
| If statements in relation to the value or type of consideration such as “the offer will not be further increased” or “our offer remains at $x per share and it will not be raised” (“no increase statements”) are included in documents sent to offeree company shareholders, or are made by or on behalf of an offeror, its directors, officials or advisers, and not withdrawn immediately if incorrect, only in wholly exceptional circumstances will the offeror be allowed subsequently to amend the terms of its offer in any way even if the amendment would not result in an increase of the value of the offer (e.g. the introduction of a lower paper alternative) except where the right to do so has been specifically reserved. |
如果有關代價的價值或…整句翻译 |
| Notes to Rule 18: |
規則18的註釋：…整句翻译 |
| 1. Firm statements |
1. 確實聲明…整句翻译 |
| In general, an offeror will be bound by any firm statements as to the duration or finality of its offer. Any statement of intention will be regarded for this purpose as a firm statement and accordingly the expression “present intention” should not be used as it may be misleading to shareholders. Furthermore, the Executive will treat any indication of finality as absolute, unless the offeror clearly states the circumstances in which the statement will not apply, and will not distinguish between the precise words chosen, i.e. the offer is “final”, or will not be “increased”, “amended”, “revised”, “improved”, “changed”, and similar expressions will all be treated in the same way. |
一般而言，要約人會受…整句翻译 |
| 2. Competitive situations |
2. 競爭情況…整句翻译 |
| Subject to Note 4 to this Rule 18 below, if a competitive situation arises after a no extension or no increase statement has been made, the offeror can choose not to be bound by it and to be free to extend its offer provided that:– |
除本規則18以下註釋4另…整句翻译 |
| (a) an announcement to this effect is given as soon as possible (and in any event within 4 business days after the day of the announcement of the competing offer) and a circular is sent to shareholders at the earliest opportunity; and |
(a) 意指上述事宜的公…整句翻译 |
| (b) any shareholders of the offeree company who accepted the offer after the date of the no extension or no increase statement are given a right of withdrawal for a period of 8 days following the date on which the circular is sent. |
(b) 任何在不作延期或…整句翻译 |
| 3. Recommendations |
3. 建議…整句翻译 |
| Subject to Note 4 to this Rule 18 below, an offeror can choose not to be bound by a no extension or no increase statement which would otherwise prevent the posting of an increased or improved offer recommended for acceptance by the board of the offeree company. |
除本規則18以下註釋4另…整句翻译 |
| 4. Reservation of right to set statements aside |
4. 保留撤回聲明的權利…整句翻译 |
| A no extension or no increase statement may be set aside in the circumstances set out in Notes 2 and 3 to this Rule 18 above only if the offeror has specifically reserved the right to do so in such circumstances at the time the statement was made; this applies whether or not the offer was recommended at the outset. The first offer document sent to shareholders in which mention is made of the statement must contain prominent reference to this reservation (precise details of which must also be included in the document). Any subsequent mention by the offeror of the statement must be accompanied by a reference to the reservation or, at the least, to the relevant sections in the document containing the details. If the right to set aside the statement has not been specifically reserved as set out above, only in wholly exceptional circumstances will the offeror be allowed to extend or increase its offer, as the case may be (except for a 14 day extension pursuant to Rule 15.3), even if a recommendation from the board of the offeree company is forthcoming or if the offer is unconditional in all respects. |
只有當要約人在作出不…整句翻译 |
| 5. Rule 15.4 announcements |
5. 規則15.4的公布…整句翻译 |
| Subject to Note 4 above, if the offeree company makes an announcement of the kind referred to in Rule 15.4 after the 39th day and after a no increase statement has been made, the offeror can choose not to be bound by that statement and to be free to revise its offer if permitted by the Executive under Rule 15.4, provided that notice to this effect is given as soon as possible (and in any event within 4 business days after the date of the offeree company announcement) and shareholders are informed in writing at the earliest opportunity. |
在不抵觸以上註釋4的規…整句翻译 |
| RULE 19 |
規則19…整句翻译 |
| 19. Announcement of results of offer |
19. 公布要約結果…整句翻译 |
| 19.1 Nature of announcement |
19.1 公布的性質…整句翻译 |
| By 6.00 p.m. (or such later time as the Executive may in exceptional circumstances permit) on a closing date the offeror must inform the Executive and the Stock Exchange of its decision in relation to the revision, extension, expiry or unconditionality of the offer. The offeror must publish an announcement on the Stock Exchange’s website by 7.00 p.m. on the closing date stating whether the offer has been revised or extended, has expired or has become or been declared unconditional (and, in such case, whether as to acceptances or in all respects). A draft of such announcement must be submitted to the Executive and the Stock Exchange by 6.00 p.m. for comment. Such announcement must be republished in accordance with Rule 12.2 on the next business day thereafter and must state the total number of shares and rights over shares:– |
在任何截止日期當日下…整句翻译 |
| (a) for which acceptances of the offer have been received; |
(a) 已接獲對要約的接…整句翻译 |
| (b) held, controlled or directed by the offeror or persons acting in concert with it before the offer period; and |
(b) 要約人或與其一致…整句翻译 |
| (c) acquired or agreed to be acquired during the offer period by the offeror or any persons acting in concert with it. |
(c) 由要約人或與其一…整句翻译 |
| The announcement must specify the percentages of the relevant classes of share capital, and the percentages of voting rights, represented by these numbers (see also Rule 2.9, Rule 15.1 and the Note to Rule 15.3). |
該項公布必須說明上述…整句翻译 |
| 19.2 Consequences of failure to announce |
19.2 未有作出公布的後…整句翻译 |
| The Executive should be consulted if an offeror is unable to comply with any of the requirements of this Rule 19. The Executive may require that acceptors be granted a right of withdrawal, on terms acceptable to the Executive, until the requirements of this Rule 19 can be met. |
要約人如果未能遵守本…整句翻译 |
| Notes to Rule 19: |
規則19的註釋：…整句翻译 |
| 1. Informing other parties |
1. 知會其他當事人…整句翻译 |
| The notification to the Executive and the Stock Exchange under Rule 19.1 should be communicated to the offeree company and any other competing offeror as soon as practicable after communication to the Executive and the Stock Exchange. |
根據規則19.1向執行人…整句翻译 |
| 2. Statements regarding acceptances |
2. 有關接納的聲明…整句翻译 |
| If any statements are made during an offer period by an offeror, any person acting in concert with it or its advisers about the level of acceptances or the number or percentage of acceptors, an immediate announcement must be made giving the details mentioned in this Rule 19. |
在要約期內，如果要約…整句翻译 |
| 3. Statements about withdrawals |
3. 有關撤回接納的聲明…整句翻译 |
| When the offeree company is proposing to draw attention to withdrawals of acceptance, the Executive must be consulted before any announcement is made. |
如受要約公司建議促使…整句翻译 |
| 4. Incomplete acceptances and offeror purchases |
4. 不完整的接納及要約…整句翻译 |
| Acceptances not complete in all respects and purchases must only be included in the totals in an announcement under this Rule 19 where they could be counted towards fulfilling an acceptance condition under Note 1 to Rule 30.2. |
並非在所有方面都完整…整句翻译 |
| 5. Persons acting in concert |
5. 一致行動的人…整句翻译 |
| An announcement under this Rule 19 must make it clear to what extent acceptances have been received from persons acting in concert with the offeror and must state the number of shares and rights over shares (as nearly as practicable) held before the offer period and acquired or agreed to be acquired during the offer period by persons acting in concert with the offeror. |
根據本規則19發出的公…整句翻译 |
| 6. Acceptances of cash alternatives |
6. 現金選擇的接納…整句翻译 |
| Acceptances of cash alternatives are required to be disclosed under this Rule 19. |
根據本規則19，必須就…整句翻译 |
| 7. Partial offers and share repurchase by general offers |
7. 部分要約及透過全面…整句翻译 |
| Where the offer is a partial offer or a share repurchase by general offer, the announcement of the results of the offer must include details of the way in which each shareholder’s pro rata entitlement was determined. |
凡要約屬部分要約或透…整句翻译 |
| RULE 20 |
規則20…整句翻译 |
| 20. Settlement of consideration and return of share certificates |
20. 償付代價及退回股…整句翻译 |
| 20.1 Timing of acquisition and payment |
20.1 取得股份及償付代…整句翻译 |
| (a) General |
(a) 一般情況…整句翻译 |
| Shares represented by acceptances in any offer other than a partial offer shall not be acquired by the offeror until the offer has become, or has been declared, unconditional. Such shares shall be paid for by the offeror as soon as possible but in any event within 10 days of the later of the date on which the offer becomes, or is declared, unconditional and the date of receipt of a duly completed acceptance. In the case of an offer which is unconditional from the start (see Rule 30.2), the consideration must be posted or delivered within 10 days from the receipt of duly completed acceptances. |
在任何要約中（部分要…整句翻译 |
| (b) Partial offer |
(b) 部分要約…整句翻译 |
| Shares represented by acceptances in a partial offer shall not be acquired by the offeror before the close of the partial offer. Such shares must be paid for by the offeror as soon as possible but in any event within 10 days following the close of the partial offer. |
在部分要約截止前，要…整句翻译 |
| 20.2 Withdrawn or lapsed offers |
20.2 要約撤回或失去時…整句翻译 |
| If an offer is withdrawn or lapses, the offeror must, as soon as possible but in any event within 10 days thereof, post the share certificates lodged with acceptance forms to, or make such share certificates available for collection by, those offeree company shareholders who accepted the offer. |
如果要約已撤回或失去…整句翻译 |
| Note to Rule 20: |
規則20的註釋：…整句翻译 |
| Equality of treatment |
平等對待…整句翻译 |
| All shareholders should be treated equally. Any commitment or arrangement to make payment or settle the consideration for certain shareholders at a particular time may constitute a special deal and therefore be prohibited. |
所有股東必須獲得平等…整句翻译 |
| RULE 21 |
規則21…整句翻译 |
| 21. Restrictions on dealings before and during the offer |
21. 禁止在要約前或要…整句翻译 |
| 21.1 Restrictions on dealings before the offer |
21.1 禁止在要約前進行…整句翻译 |
| No dealings of any kind in the securities of the offeree company (including convertible securities, warrants, options and derivatives in respect of such securities) may be transacted by any person, not being the offeror, who has confidential price-sensitive information concerning an actual or contemplated offer or revised offer between the time when there is reason to suppose that an approach or an offer or revised offer is contemplated and the announcement of the approach, the offer, the revised offer, or of the termination of the discussions. Such restriction does not apply to persons acting in concert with an offeror in respect of such dealings where the securities the subject of such dealings are excluded from the offer or where there are no-profit arrangements in place. |
由有理由假定一項接觸…整句翻译 |
| No such dealings may take place in the securities of the offeror except where the offer or proposed offer is not price-sensitive in relation to those securities. |
除非就要約人的證券而…整句翻译 |
| No person who is privy to such information may make any recommendation to any other person as to dealing in the relevant securities. |
任何事先掌握有關資料…整句翻译 |
| 21.2 Restrictions on dealings during the offer |
21.2 禁止在要約期內進…整句翻译 |
| During an offer period, the offeror and persons acting in concert with the offeror must not sell any securities in the offeree company except with the prior consent of the Executive and following 24 hours public notice that such sales might be made. Save as provided below, the Executive will not give consent for sales particularly where a mandatory offer under Rule 26 is being made. Sales below the value of the offer will not be permitted. After there has been an announcement that sales may be made, neither the offeror nor persons acting in concert with it may make further purchases and only in exceptional circumstances will the Executive permit the offer to be revised. |
在要約期內，要約人及…整句翻译 |
| The consent of the Executive is not required for placing or underwriting arrangements made during an offer in order to achieve the minimum public shareholding to maintain the listing of the offeree company’s shares provided that such arrangements are not effective prior to the date when the offer becomes or is declared unconditional. If an offeror wishes to make such arrangements in order to hold less than 75% (or such percentage as may be relevant in the event that the Stock Exchange has accepted that a percentage other than 25% of the offeree company’s shares needs to be in public hands to maintain the listing of the offeree company’s shares) of the offeree company’s shares, the consent of the Executive is required. |
為達到最低公眾持股量…整句翻译 |
| Notes to Rules 21.1 and 21.2: |
規則21.1及21.2的註釋…整句翻译 |
| 1. No-profit arrangements |
1. 無利益安排…整句翻译 |
| Arrangements made by a potential offeror with a person acting in concert with it whereby offeree company securities are purchased (which would include entering into options or derivatives in respect of securities of the offeree company) by the person acting in concert, on the basis that the offeror will bear all the risks and receive all the benefits, are not prohibited by this Rule 21. Arrangements which contain a benefit or potential benefit to the person acting in concert (beyond normal expenses and carrying costs) are, however, normally prohibited. In cases of doubt, the Executive must be consulted. |
凡一名有意要約人與一…整句翻译 |
| 2. Other circumstances in which dealings may not take place |
2. 不可進行交易的其他…整句翻译 |
| An offeror or other persons may also be restricted from dealing or procuring others to deal in certain other circumstances, e.g. before the announcement of an offer, if the offeror has been supplied by the offeree company with confidential price-sensitive information in the course of offer discussions. |
在若干其他情況下，要…整句翻译 |
| 3. Consortium offers and joint offerors |
3. 財團提出的要約及聯…整句翻译 |
| If an offer is to be made by more than one offeror or by a company formed by a group of persons to make an offer or by any other consortium offer vehicle, the offerors or group involved will normally be considered to be in a consortium for the purpose of this Note. |
如果將作出要約的是超…整句翻译 |
| The Executive must be consulted before any purchases of offeree company securities are made by members or potential members of a consortium. If there are existing holdings of such securities, it will be necessary to satisfy the Executive that they were acquired before the consortium was formed or contemplated. |
財團的成員或可能成員…整句翻译 |
| It will not normally be acceptable for members of a consortium to purchase such securities unless there are, for example, when a consortium company is to be the offeror, appropriate arrangements to ensure that such purchases are made proportionate to members’ interests in the consortium company or under arrangements which give no profit to the purchaser. |
財團成員就該等證券進…整句翻译 |
| 4. No dealing contrary to published advice |
4. 不可進行與已公開發…整句翻译 |
| Directors and financial advisers to a company who own securities in that company must not deal in such securities contrary to any advice they have given to shareholders, or to any advice with which it can reasonably be assumed that they were associated, without giving sufficient public notice of their intentions together with an appropriate explanation. For the purposes of this Note, securities in a company include options and derivatives in respect of or referenced to such securities. |
在沒有就其意向向公眾…整句翻译 |
| 5. Discretionary clients |
5. 全權委託客戶…整句翻译 |
| Sales of securities of the offeree company for discretionary clients by fund managers connected with an offeror, unless they are exempt fund managers, may be relevant (see Rule 21.6). |
與要約人有關連的基金…整句翻译 |
| 6. Dealings between an offeror and connected exempt principal traders |
6. 要約人與關連獲豁免…整句翻译 |
| See Rule 35.2. |
見規則35.2。…整句翻译 |
| 21.3 Restrictions on share dealings and transactions by offeror during securities exchange offers |
21.3 要約人在證券交換…整句翻译 |
| Except with the consent of the Executive, where the consideration under an offer includes securities of the offeror or a person acting in concert with it, neither the offeror nor any person acting in concert with it may deal in any such securities or conduct any on-market repurchase of such securities during the offer period. |
如要約的代價包括要約…整句翻译 |
| Where the consideration under an offer includes securities of an offeror or a person acting in concert with it, and after the announcement of a firm intention to make an offer under Rule 3.5, such offeror or the issuer of the securities may not propose or conduct any off-market share repurchase, or share repurchase by general offer, until the end of the offer period. This restriction does not apply to repurchases announced before the offeror’s Rule 3.5 announcement. |
如要約的代價包括要約…整句翻译 |
| This Rule 21.3 does not restrict an offeror or its financial advisers from arranging the underwriting of a cash alternative to the offeror’s securities offered in exchange. However, if any such arrangement is likely to have more than a nominal effect on the value or the market price of the offeror’s securities, the Executive should be consulted. |
本規則21.3並不限制要…整句翻译 |
| 21.4 Dealings after termination of discussions |
21.4 終止討論後的交易…整句翻译 |
| If discussions are terminated or the offeror decides not to proceed with an offer after an announcement has been made that offer discussions are taking place or that an approach or offer is contemplated, no dealings in securities (including convertible securities, warrants, options and derivatives, in respect of such securities) of the offeree company by the offeror, persons acting in concert with it or any person privy to this information may take place prior to an announcement of the position. |
如果已公布要約討論正…整句翻译 |
| 21.5 Dealings in offeree company securities by certain offeree company associates |
21.5 受要約公司的若干…整句翻译 |
| During the offer period, except for exempt fund managers and exempt principal traders, no financial adviser or stockbroker (or any person controlling, controlled by or under the same control as any such adviser or stockbroker) to an offeree company (or any of its parents, subsidiaries or fellow subsidiaries, or their associated companies or companies of which such companies are associated companies) shall, except with the consent of the Executive:– |
除獲豁免基金經理及獲…整句翻译 |
| (i) for its own account, or for any of its investment accounts managed on a discretionary basis, purchase offeree company shares or deal in convertible securities, warrants, options or derivatives in respect of such shares; |
(i) 為其本身的帳戶，…整句翻译 |
| (ii) make any loan to a person to assist him in making any such purchases or carrying out any such dealings save for lending in the ordinary course of business and on normal commercial terms; or |
(ii) 向一名人士提供任…整句翻译 |
| (iii) enter into any indemnity or option arrangement or any arrangement, agreement or understanding, formal or informal, of whatever nature, which may be an inducement for a person to retain, deal or refrain from dealing in relevant securities of the offeree company. |
(iii) 訂立任何彌償保…整句翻译 |
| Note to Rule 21.5: |
規則21.5的註釋：…整句翻译 |
| Recommended or unconditional mandatory offers |
推薦接納的要約或無條…整句翻译 |
| The Executive will normally give its consent under this Rule 21 where the offer is recommended by the board of the offeree company and there is no competing offer, or where the offer is an unconditional mandatory offer pursuant to Rule 26. |
凡要約獲受要約公司的…整句翻译 |
| 21.6 Dealings for discretionary clients during an offer period |
21.6 在要約期內替全權…整句翻译 |
| (a) After the identity of an offeror or potential offeror is publicly known, fund managers who manage investment accounts on a discretionary basis and who are connected with the offeror will, subject to paragraph (b) below, be presumed to be acting in concert with the offeror in respect of those investment accounts. Rules 23, 24, 25 and 26 will then be relevant to purchases of offeree company securities and Rule 21.2 to sales of offeree company securities. |
(a) 除下文第(b)段另有…整句翻译 |
| Similarly, fund managers who manage investment accounts on a discretionary basis and who are connected with the offeree company will, subject to paragraph (b) below, be presumed to be acting in concert with, for example, directors of the offeree company, who are also shareholders, in respect of those investment accounts. Rule 26 may be relevant. |
同樣地，除下文第(b)段…整句翻译 |
| When obligations under, or infringements of, the abovementioned Rules could arise, the relevant fund managers should consult the Executive before dealing in securities of an offeror or the offeree company as appropriate. |
如有可能會因為上述規…整句翻译 |
| (b) The presumptions in paragraph (a) will not apply to an exempt fund manager which is connected to an offeror or the offeree company where the sole reason for that connection is that the fund manager controls#, is controlled by or is under the same control as a financial or other professional adviser (including a stockbroker) to the offeror or the offeree company. (See Note 2 to the definitions of exempt fund manager and exempt principal trader.) |
(b) 假如獲豁免基金經…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 |
| Notes to Rule 21.6: |
規則21.6的註釋：…整句翻译 |
| 1. Qualifications |
1. 限制說明…整句翻译 |
| (a) The presumptions in Rule 21.6(a) may be rebutted in appropriate circumstances and the Executive should be consulted in advance. |
(a) 在適當情況下，規…整句翻译 |
| (b) If an exempt fund manager is in fact acting in concert with an offeror, the usual concert party consequences will follow. |
(b) 如獲豁免基金經理…整句翻译 |
| (c) If an offeror or potential offeror, or any company in its group, has funds managed on a discretionary basis by an exempt fund manager, Rule 21.6 may be relevant. If, for example, any securities of the offeree company are owned by the offeror through such exempt fund manager, the exception in Rule 21.6(b) in relation to exempt fund managers may not apply in respect of those securities. The Executive should be consulted in such cases. |
(c) 假如要約人或有意…整句翻译 |
| (d) Where a fund manager is connected with an offeror by reason of class (4) of the definitions of connected fund manager and connected principal trader, the Executive may, in appropriate circumstances, waive the acting in concert presumption in Rule 21.6(a), for example where the investment in a consortium is insignificant. |
(d) 假如基金經理因為…整句翻译 |
| 2. Dealings before an offeror’s identity is publicly known |
2. 在要約人的身分獲公…整句翻译 |
| Dealings for discretionary clients by fund managers connected with an offeror, before its identity is publicly known, will not normally be relevant for the purpose of Rule 21.6. However, if, once that identity is publicly known, it becomes apparent that the shares in the offeree company held by the offeror and persons acting in concert with it, including shares held on behalf of discretionary clients by fund managers to which the presumption in Rule 21.6(a) applies, carry 30% or more of the voting rights of the offeree company, the Executive should be consulted. |
就規則21.6而言，在要…整句翻译 |
| RULE 22 |
規則22…整句翻译 |
| 22. Disclosure of dealings during offer period |
22. 披露要約期內的交…整句翻译 |
| 22.1 Dealings by parties and by associates for themselves or for discretionary clients |
22.1 當事人及聯繫人為…整句翻译 |
| (a) Own account |
(a) 本身的帳戶…整句翻译 |
| Dealings in relevant securities by an offeror or the offeree company, and by any associates, for their own account during an offer period must be publicly disclosed in accordance with Notes 5, 6 and 7 to this Rule 22. |
要約人或受要約公司，…整句翻译 |
| (b) For discretionary clients |
(b) 為全權委託客戶進…整句翻译 |
| (i) Dealings in relevant securities by an offeror or the offeree company, and by any associates, for the account of discretionary investment clients during an offer period must be publicly disclosed in accordance with Notes 5, 6 and 7 to this Rule 22. |
(i) 要約人或受要約公…整句翻译 |
| If, however, the associate is an exempt fund manager connected with an offeror or the offeree company, paragraph (ii) below will apply. |
然而，假如該聯繫人是…整句翻译 |
| (ii) Except with the consent of the Executive, dealings in relevant securities during an offer period for the account of discretionary investment clients by an associate which is an exempt fund manager connected with an offeror or the offeree company must be privately disclosed in accordance with Notes 5, 6 and 7 to this Rule 22. |
(ii) 除非執行人員同意…整句翻译 |
| If, however, the exempt fund manager is an associate by virtue of class (6) of the definition of associate, the exempt fund manager must disclose publicly under Rule 22.1 in addition to disclosing privately. |
然而，假如獲豁免基金…整句翻译 |
| 22.2 Dealings by parties and by associates for non-discretionary clients |
22.2 當事人的交易及聯…整句翻译 |
| Except with the consent of the Executive, dealings in relevant securities during an offer period by an offeror or the offeree company, and by any associates, for the account of nondiscretionary investment clients (other than an offeror, the offeree company and any associates) must be privately disclosed in accordance with Notes 5, 6 and 7 to this Rule 22. |
除非得到執行人員同意…整句翻译 |
| 22.3 Discretionary accounts |
22.3 全權委託帳戶…整句翻译 |
| If a person manages investment accounts on a discretionary basis, relevant securities so managed will be treated, for the purpose of this Rule 22, as controlled by that person and not by the person on whose behalf the relevant securities are managed. |
某人如果以全權委託方…整句翻译 |
| Except with the consent of the Executive, where more than one discretionary investment management operation is conducted in the same group, relevant securities controlled by all such operations will be treated for the purpose of this Rule 22 as those of a single person and must be aggregated (see Note 10 to this Rule 22). |
除非得到執行人員同意…整句翻译 |
| 22.4 Connected exempt principal traders |
22.4 關連獲豁免自營買…整句翻译 |
| Dealings in relevant securities by an exempt principal trader connected with an offeror or the offeree company should be aggregated and disclosed, in accordance with Note 6(a) to this Rule 22, not later than 10.00 a.m. on the business day following the date of the transactions, stating the following details:– |
與要約人或有關受要約…整句翻译 |
| (i) total purchases and sales; |
(i) 購買及出售的證券…整句翻译 |
| (ii) the highest and lowest prices paid and received; and |
(ii) 已支付及已收取的…整句翻译 |
| (iii) whether the connection is with an offeror or the offeree company. |
(iii) 該獲豁免自營買…整句翻译 |
| In the case of dealings in options or derivatives, full details should be given so that the nature of the dealings can be fully understood (see Note 7 to this Rule 22). |
如屬期權或衍生工具的…整句翻译 |
| Notes to Rule 22: |
規則22的註釋：…整句翻译 |
| 1. Consultation with the Executive |
1. 諮詢執行人員的意見…整句翻译 |
| In any case of doubt as to the application of this Rule 22 the Executive should be consulted. |
在任何情況下，如對本…整句翻译 |
| 2. Disclosure of dealings in offeror securities |
2. 披露要約人證券的交…整句翻译 |
| Disclosure of dealings in relevant securities of an offeror is only required in the case of a securities exchange offer. |
只有在證券交換要約的…整句翻译 |
| 3. Offer period |
3. 要約期…整句翻译 |
| This Rule 22 applies only during an offer period. Dealings by associates (other than persons acting in concert with any offeror) need not be disclosed during the period between the date when the offer becomes or is declared unconditional in all respects and the end of the offer period. |
本規則22只在要約期內…整句翻译 |
| 4. Relevant securities |
4. 有關證券…整句翻译 |
| Relevant securities for the purpose of this Rule 22 include:– |
就本規則22而言，有關…整句翻译 |
| (a) securities of the offeree company which are being offered for or which carry voting rights; |
(a) 正受到要約或附有…整句翻译 |
| (b) equity share capital of the offeree company and an offeror; |
(b) 受要約公司及要約…整句翻译 |
| (c) securities of an offeror which carry the same or substantially the same rights as any to be issued as consideration for the offer; |
(c) 要約人的證券，而…整句翻译 |
| (d) securities carrying conversion or subscription rights into any of the foregoing; and |
(d) 附有轉換或認購權…整句翻译 |
| (e) options and derivatives in respect of any of the foregoing. |
(e) 上述任何證券的期…整句翻译 |
| The taking, granting, exercising, lapsing or closing out of an option (including a traded option contract) in respect of any of the foregoing or the exercise or conversion of any security under (d) above whether in respect of new or existing securities and the acquisition of, entering into, closing out, exercise (by either party) of any rights under, or issue or variation of, a derivative will be regarded as a dealing in relevant securities (see also Notes 7 and 9 to this Rule 22). |
此外，接受、授予或行…整句翻译 |
| 5. Timing of disclosure |
5. 披露的時間性…整句翻译 |
| Disclosure must be made no later than 10.00 a.m. on the business day following the date of the transaction. Where dealings have taken place on stock exchanges in the time zones of the United States and there may be difficulty in disclosing dealings by 10.00 a.m., the Executive should be consulted. |
披露必須在交易日的下…整句翻译 |
| 6. Method of disclosure |
6. 披露的方式…整句翻译 |
| (a) Public disclosure |
(a) 公開披露…整句翻译 |
| Dealings should be disclosed in writing to all offerors and the offeree company or their respective financial advisers. At the same time all such dealings should be disclosed in electronic form to the Executive and, in respect of relevant dealings in listed securities, also to the Stock Exchange (Listing Division). The Executive will arrange for the posting of the disclosure on the SFC’s website. |
交易應以書面向所有要…整句翻译 |
| Persons proposing to engage in dealings should also acquaint themselves with the disclosure requirements of Part XV of the Securities and Futures Ordinance (Cap. 571). |
擬進行交易的人士亦應…整句翻译 |
| If parties to an offer and their associates choose to make press announcements regarding dealings in addition to making formal disclosures, they must ensure that no confusion results. |
要約的當事人及其聯繫…整句翻译 |
| Public disclosure may be made by the party concerned or by an agent acting on its behalf. Where there is more than one agent (e.g. a merchant bank and a stockbroker), particular care should be taken to ensure that the responsibility for disclosure is agreed between the parties and that it is neither overlooked nor duplicated. |
公開披露可由有關的當…整句翻译 |
| (b) Private disclosure |
(b) 私下披露…整句翻译 |
| Dealings should be disclosed in writing or in electronic form to the Takeovers and Mergers Executive – Securities and Futures Commission; they are not published. |
交易應以書面或電子方…整句翻译 |
| 7. Details to be included in disclosures |
7. 披露交易時須包括的…整句翻译 |
| (a) Public disclosure (Rules 22.1(a) and 22.1(b)) |
(a) 公開披露（規則22…整句翻译 |
| A specimen disclosure form may be obtained from the Executive or the SFC’s website. Disclosures should follow that format. |
用以披露交易的表格的…整句翻译 |
| A disclosure of dealings must include the following information:– |
交易的披露須包括下列…整句翻译 |
| (i) the total of the relevant securities in question purchased or sold, or redeemed or purchased by the company itself; |
(i) 購買或出售的有關…整句翻译 |
| (ii) the prices paid or received (in the case of an average price bargain, each underlying trade should be disclosed); |
(ii) 已支付或已收取的…整句翻译 |
| (iii) the identity of the associate or other person dealing and, if different, the owner or controller; |
(iii) 進行交易的聯繫…整句翻译 |
| (iv) if the dealing is by an associate, an explanation of how that status arises; |
(iv) 如果交易由聯繫人…整句翻译 |
| (v) if the disclosure is made by a 5% shareholder or group of shareholders, a statement to that effect; |
(v) 如果有關披露是由…整句翻译 |
| (vi) the resultant total amount of relevant securities owned or controlled by the associate or other person in question (including those of any person with whom there is an agreement or understanding) and the percentage which it represents; and |
(vi) 由聯繫人或有關的…整句翻译 |
| (vii) if relevant, details of any arrangements required by Note 8 to this Rule 22. |
(vii) 如適用，本規則…整句翻译 |
| For the purpose of disclosing identity, the ultimate beneficial owner or controller must be specified, in addition to the person dealing. The naming of nominees or vehicle companies is insufficient. The Executive may require additional information to be disclosed when it appears to be appropriate, for example to identify other persons who have an interest in the securities in question. Subject to Note 10 to this Rule 22, in the case of disclosure of dealings by fund managers on behalf of discretionary clients, the clients need not be named. |
就披露身分而言，除必…整句翻译 |
| In the case of option business or dealings in options or derivatives full details should be given so that the nature of the dealings can be fully understood. For options this should include the number of securities under option, the exercise period (or in the case of exercise, the exercise date), the exercise price and any option money paid or received. For derivatives this should include, at least, the number of reference securities to which they relate (when relevant), the maturity date (or if applicable the closing out date) and the reference price. |
如屬期權業務或期權或…整句翻译 |
| If an associate is an associate for more than one reason (for example because he falls within classes (6) and (7) of the definition of associate), all the reasons must be specified. |
如聯繫人是因為一個以…整句翻译 |
| (b) Private disclosure (Rules 22.1(b)(ii) and 22.2) |
(b) 私下披露（規則22…整句翻译 |
| Private disclosure under Rule 22.1(b)(ii) by exempt fund managers connected with an offeror or the offeree company must be in the form required by the Executive. A specimen disclosure form may be obtained from the Executive or the SFC website. |
與要約人或受要約公司…整句翻译 |
| A private disclosure under Rule 22.2 must include the identity of the associate dealing, the total of relevant securities purchased or sold and the prices paid or received (in the case of an average price bargain, each underlying trade should be disclosed). A specimen disclosure form may be obtained from the Executive. Rule 22.2 disclosures should follow that format. In the case of dealings in options or derivatives the same information as specified in Note 7(a) to this Rule 22 is required. |
根據規則22.2作出的私…整句翻译 |
| 8. Indemnity and other arrangements |
8. 彌償保證及其他安排…整句翻译 |
| For the purpose of this Note 8, an arrangement includes any arrangement involving rights over shares, any indemnity arrangement, and any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which may be an inducement to deal or refrain from dealing. |
就本註釋8而言，安排包…整句翻译 |
| If any person is party to such an arrangement with any offeror or an associate of any offeror, whether in respect of relevant securities of that offeror or the offeree company, not only will that render such person an associate of that offeror but it is also likely to mean that such person is acting in concert with that offeror; in that case Rules 21, 23, 24, 25 and 26 and paragraph 4 of Schedule I will be relevant. If any person is party to such an arrangement with an offeree company or an associate of an offeree company, not only will that render such person an associate of the offeree company but Note 5 to Rule 26.1 and paragraph 2 of Schedule II may be relevant. |
就與任何要約人或任何…整句翻译 |
| When such an arrangement exists with any offeror, with the offeree company or with an associate of any offeror or the offeree company, details of the arrangement must be publicly announced and disclosed in the relevant circular, whether or not any dealing takes place (see also Rule 21.5). |
如果與任何要約人、有…整句翻译 |
| Details of any change to any term of an indemnity or other arrangement which has previously been disclosed under this Note 8 must also be disclosed. In cases of doubt, the Executive should be consulted. |
排的條款如有任何修改…整句翻译 |
| 9. Dealings in options and derivatives |
9. 期權及衍生工具交易…整句翻译 |
| A disclosure of dealings in options or derivatives is only required if the person dealing in such options or derivatives owns or controls 5% or more of the class of securities which is the subject of the option or to whose price the derivative is referenced. |
只有當進行有關期權或…整句翻译 |
| 10. Discretionary fund managers |
10. 全權委託基金經理…整句翻译 |
| The principle normally applied by the Executive is that where the investment decision is made by a discretionary fund manager the relevant securities are treated as controlled by him and not by the person on whose behalf the fund is managed. For that reason, Rule 22.3 requires a discretionary fund manager to aggregate the investment accounts which he manages for the purpose of determining whether he has an obligation to disclose. The beneficial owner would not normally, therefore, be concerned with disclosure to the extent that his investment is managed on a discretionary basis. |
執行人員通常採用的原…整句翻译 |
| This approach assumes that the discretionary fund manager does not take instructions from the beneficial owner on the dealings in question and that fund management arrangements are not established or used to avoid disclosure. |
這原則假設了全權委託…整句翻译 |
| Where a transaction is carried out by a discretionary fund manager for the account of a person who is acting in concert with the offeror or the offeree company or a 5% shareholder, disclosure is also required by the discretionary fund manager of that person’s dealings. |
凡由全權委託基金經理…整句翻译 |
| 11. Responsibilities of stockbrokers, banks and other intermediaries |
11. 股票經紀、銀行及…整句翻译 |
| Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million. |
代客買賣有關證券的股…整句翻译 |
| This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. |
這項豁免不會改變主事…整句翻译 |
| Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation. |
對於執行人員就交易進…整句翻译 |
| 12. Unlisted public companies |
12. 非上市公眾公司…整句翻译 |
| The requirements to disclose dealings apply also to dealings in relevant securities of unlisted public companies. |
披露交易的規定亦適用…整句翻译 |
| 13. Potential offerors |
13. 有意要約人…整句翻译 |
| After an offer period commences, all potential offerors and their associates must disclose dealings in accordance with this Rule 22, and such disclosure must include the identity of the potential offeror. For the purpose of this Note a potential offeror is any party who has approached the board of the offeree company with a view to an offer being made. |
在要約期開始後，所有…整句翻译 |
| However if a potential offeror is not named in any announcement and so long as the identity of the potential offeror remains undisclosed to the public, with the consent of the Executive, a person who is an associate of such potential offeror solely by virtue of class (2) of the definition of associate may be exempted from strict compliance with this Rule 22 in the following manner:– |
然而，假如沒有在任何…整句翻译 |
| (a) With respect to dealings for discretionary clients (whether or not the associate is an exempt fund manager), the associate may disclose its dealings privately under Rule 22.1. |
(a) 就為全權委託客戶…整句翻译 |
| (b) With respect to dealings by an exempt principal trader not prohibited by Rule 35, the associate may disclose its dealings privately under Rule 22.4. |
(b) 就獲豁免自營買賣…整句翻译 |
| (c) With respect to proprietary dealings (other than those covered by paragraph (b) above), if these dealings are permitted under Rule 21.2, an associate may disclose these dealings privately under this Rule 22. Any other proprietary dealings must be disclosed publicly under this Rule 22. |
(c) 就以自營方式進行…整句翻译 |
| Once the identity of the potential offeror is publicly disclosed, these exemptions will no longer apply and the associate will be required to comply fully with this Rule 22. |
有意要約人的身分一經…整句翻译 |
| RULE 23 |
規則23…整句翻译 |
| 23. Nature of consideration to be offered |
23. 將提供的代價的性…整句翻译 |
| 23.1 When cash offer is required |
23.1 必須作出現金要約…整句翻译 |
| Except with the consent of the Executive in cases falling under paragraph (a) or (b) below, a cash offer is required where:– |
凡屬下列情況，必須作…整句翻译 |
| (a) the shares of any class under offer in the offeree company purchased for cash (but see Note 5 to this Rule 23.1) by an offeror, and any person acting in concert with the offeror, during the offer period and within 6 months prior to its commencement carry 10% or more of the voting rights currently exercisable at a class meeting of that class in which case the offer for that class shall be in cash or accompanied by a cash alternative at not less than the highest price paid by the offeror or any person acting in concert with it for shares of that class during the offer period and within 6 months prior to its commencement; |
(a) 凡由要約人及任何…整句翻译 |
| (b) subject to paragraph (a) above, shares of any class under offer in the offeree company are purchased for cash (but see Note 5 to this Rule 23.1) by an offeror or any person acting in concert with it during the offer period, in which case the offer for that class shall be in cash or accompanied by a cash alternative at not less than the highest price paid by the offeror or any person acting in concert with it for shares of that class during the offer period; or |
(b) 除上述(a)段另有規…整句翻译 |
| (c) in the view of the Executive there are circumstances which render such a course necessary in order to give effect to General Principle 1. |
(c) 凡執行人員認為當…整句翻译 |
| If the offeror considers that the highest price (for the purposes of this Rule 23.1) should not apply in a particular case, the offeror should consult the Executive, which has discretion to agree a lower price. |
如果要約人認為該最高…整句翻译 |
| (See also Rule 36.) |
（另見規則36）。…整句翻译 |
| Notes to Rule 23.1: |
規則23.1的註釋：…整句翻译 |
| 1. Price |
1. 價格…整句翻译 |
| In calculating the price paid, stamp duty and dealing costs should be excluded. |
計算已支付的價格時，…整句翻译 |
| 2. Gross purchases |
2. 總購買額…整句翻译 |
| The Executive will normally regard Rule 23.1(a) as applying to gross purchases of shares over the relevant period and will not allow the deduction of any shares sold over that period. However, in exceptional circumstances and with the consent of the Executive, shares sold some considerable time before the beginning of the offer period may be deducted. |
執行人員通常將規則23…整句翻译 |
| 3. When the obligation is satisfied |
3. 責任在何時已獲履行…整句翻译 |
| The obligation to make cash available under this Rule 23.1 will be considered to have been met if, at the time the purchase was made, a cash offer or cash alternative at a price per share not less than that required by this Rule 23.1 was open for acceptance, even if that offer or alternative closes for acceptance immediately thereafter. If the cash offer or cash alternative is less than that required under this Rule 23.1 (or there is no cash offer or alternative or they have closed already), the offeror is under an obligation to revise the offer and Rule 16 shall apply. |
如果在進行有關購買時…整句翻译 |
| 4. Equality of treatment |
4. 平等對待…整句翻译 |
| The discretion given to the Executive in Rule 23.1(c) to require cash to be made available in certain cases where less than 10% has been purchased in the 6 months prior to the commencement of the offer period will not normally be exercised unless the vendors are directors or other persons closely connected with the offeror or the offeree company. In such cases, relatively small purchases could be relevant. |
在要約期開始之前的6個…整句翻译 |
| Rule 23.1(c) may also be relevant when 10% or more has been acquired in the previous 6 months for a mixture of securities and cash. |
假如在之前6個月內曾利…整句翻译 |
| 5. Acquisitions for securities |
5. 以證券取得股份…整句翻译 |
| For the purpose of this Rule 23.1, shares acquired by an offeror and any person acting in concert with it in exchange for securities, either during or in the 12 months preceding the commencement of the offer period, will normally be deemed to be purchases for cash on the basis of the value of the securities at the time of the purchase. However, if the vendor of the offeree company shares is required to hold the securities received in exchange until either the offer has lapsed or the offer consideration has been posted to accepting shareholders, no obligation under Rule 23.1 will be incurred. |
就本規則23.1而言，要…整句翻译 |
| 6. No revision during final 14 days of offer period |
6. 要約期的最後14天期…整句翻译 |
| Since an offer must remain open for acceptance for 14 days following the date on which the revised offer document is posted, an offeror will generally not be able to revise its offer, and an offeror should not place itself in a position where it would be required to revise its offer under this Rule 23.1 in the 14 day period ending on the last day its offer is able to become unconditional as to acceptances. If an obligation under this Rule 23.1 arises during the course of an offer period and a revision of the offer is necessary an immediate announcement must be made. (See Rule 16.) |
由於要約在修訂要約文…整句翻译 |
| 7. Convertible securities, warrants, options and subscription for new shares |
7. 可轉換證券、認股權…整句翻译 |
| The conversion or exercise of convertible securities, warrants, options or other subscription rights will be treated as purchases of the underlying shares at a price calculated by reference to the purchase price of the convertible securities, warrants or options and the relevant conversion or exercise terms. Subscription for new shares will be treated as a purchase for the purposes of this Rule 23.1. In any case of doubt, the Executive should be consulted. |
轉換或行使可轉換證券…整句翻译 |
| 8. Relevant factors for adjusted price |
8. 調整價格的有關因素…整句翻译 |
| Factors which the Executive might take into account when considering an application for an adjusted price include:– |
執行人員在審核調整價…整句翻译 |
| (a) the size and timing of the relevant purchases; |
(a) 有關購買的數額及…整句翻译 |
| (b) the attitude of the offeree board; |
(b) 受要約公司董事局…整句翻译 |
| (c) whether shares have been purchased at high prices from directors or other persons closely connected with the offeror or the offeree company; and |
(c) 股份是否以高價從…整句翻译 |
| (d) the number of shares purchased in the preceding 6 months. |
(d) 在過去6個月內所購…整句翻译 |
| 9. Discretionary clients |
9. 全權委託基客户…整句翻译 |
| Dealings for discretionary clients by fund managers connected with an offeror, unless they are exempt fund managers, may be relevant (see Rule 21.6). |
除非有關的基金經理為…整句翻译 |
| 10. Allotted but unissued shares |
10. 已分配但未發行的…整句翻译 |
| When shares of a company carrying voting rights have been allotted (even if provisionally) but have not yet been issued, for example, under a rights issue when the shares are represented by renounceable letters of allotment, the Executive should be consulted. Such shares are likely to be relevant for the purpose of calculating percentages under this Rule 23.1. |
如果公司附有投票權的…整句翻译 |
| 11. Cum dividend |
11. 連股息…整句翻译 |
| When accepting shareholders are entitled under the offer to retain a dividend declared or forecast by the offeree company but not yet paid, the offeror, in establishing the level of the cash offer, may deduct from the highest price paid the net dividend to which offeree company shareholders are entitled. |
當接納要約的股東根據…整句翻译 |
| 12. Offer period |
12. 要約期…整句翻译 |
| References to the offer period in this Rule 23.1 are to the time during which the offeree company is in an offer period, irrespective of whether the offeror was contemplating an offer when the offer period commenced. |
凡本規則23.1對要約期…整句翻译 |
| 23.2 When a securities offer is required |
23.2 必須作出證券要約…整句翻译 |
| Where purchases of any class of the offeree company shares carrying 10% or more of the voting rights currently exercisable at a class meeting of that class have been made by an offeror and any person acting in concert with it in exchange for securities in the 3 months prior to the commencement of and during the offer period, such securities will normally be required to be offered to all other holders of shares of that class. |
凡要約人及與其一致行…整句翻译 |
| Unless the vendor is required to hold the securities received until either the offer has lapsed or the offer consideration has been posted to accepting shareholders, an obligation to make an offer in cash or to provide a cash alternative will also arise under Rule 23. |
除非賣方按規定必須持…整句翻译 |
| Notes to Rule 23.2: |
規則23.2的註釋：…整句翻译 |
| 1. Basis on which securities are to be offered |
1. 提供證券的基礎…整句翻译 |
| Any securities required to be offered pursuant to this Rule 23.2 must be offered on the basis of the same number of consideration securities received by the vendor for each offeree company share rather than on the basis of securities equivalent to the value of the securities received by the vendor at the time of the relevant purchase. Where there has been more than one relevant purchase, offeror securities must be offered on the basis of the greater or greatest number of consideration securities received for each offeree company share. |
在提供須根據本規則23…整句翻译 |
| 2. Equality of treatment |
2. 平等對待…整句翻译 |
| The Executive may require securities to be offered on the same basis to all other holders of shares of that class even though the amount purchased is less than 10% or the purchase took place more than 3 months prior to the commencement of the offer period. However, this discretion will not normally be exercised unless the vendors of the relevant shares are directors of, or other persons closely connected with, the offeror or the offeree company. |
即使所購買的股份數量…整句翻译 |
| 3. Vendor placings |
3. 賣方的配售…整句翻译 |
| Shares acquired in exchange for securities will normally be deemed to be purchases for cash for the purposes of this Rule 23.2 if an offeror or any of its associates arranges the immediate placing of such consideration securities for cash, in which case no obligation to make a securities offer under this Rule will arise. |
就本規則23.2而言，如…整句翻译 |
| 4. Management retaining an interest |
4. 管理層保留權益…整句翻译 |
| In a management buy-out or similar transaction, if the only offeree company shareholders who receive offeror securities are members of the management of the offeree company, the Executive will not, so long as the requirements of Note 3 to Rule 25 are complied with, require all offeree company shareholders to be offered offeror securities pursuant to Rule 23.2, even though such members of the management of the offeree company propose to sell, in exchange for offeror securities, more than 10% of the offeree company’s shares. If however, offeror securities are made available to any nonmanagement shareholders (regardless of the size of their holding of offeree company shares), the Executive will normally require such securities to be made available to all shareholders on the same terms. |
在管理層的收購或類似…整句翻译 |
| 5. Acquisition for a mixture of cash and securities |
5. 以現金加證券取得股…整句翻译 |
| The Executive should be consulted where 10% or more has been acquired during the offer period and within 6 months prior to its commencement for a mixture of securities and cash. |
凡在要約期內及在要約…整句翻译 |
| 6. Purchases in exchange for securities to which selling restrictions are attached |
6. 以交換附有出售限制…整句翻译 |
| Where an offeror and any person acting in concert with it has purchased 10% or more of the voting rights of any class of shares in the offeree company during the offer period and within 6 months prior to its commencement and the consideration received by the vendor includes shares to which selling restrictions of the kind set out in the second sentence of Rule 23.2 are attached, the Executive should be consulted. |
凡要約人及與其一致行…整句翻译 |
| 7. Applicability of the Notes to Rule 23.1 to Rule 23.2 |
7. 規則23.1至23.2的註…整句翻译 |
| See Notes 2, 5, 6, 7 and 9 to 12 to Rule 23.1 which may be relevant. |
見可能與此有關的規則…整句翻译 |
| RULE 24 |
規則24…整句翻译 |
| 24. Purchases resulting in an obligation to offer a minimum level of consideration |
24. 導致有責任提出最…整句翻译 |
| 24.1 (a) Purchases before a Rule 3.5 announcement |
24.1 (a) 在根據規則3…整句翻译 |
| Except with the consent of the Executive in cases falling under paragraph (i) or (ii) below, when an offeror or any person acting in concert with it has purchased shares in the offeree company:– |
除非在下文第(i)及(ii…整句翻译 |
| (i) within the 3 month period prior to the commencement of the offer period; |
(i) 在要約期開始之前…整句翻译 |
| (ii) during the period, if any, between the commencement of the offer period and an announcement made by the purchaser in accordance with Rule 3.5; or |
(ii) 在由要約期開始至…整句翻译 |
| (iii) prior to the 3 month period referred to in (i), if in the view of the Executive there are circumstances which render such a course necessary in order to give effect to General Principle 1, |
(iii) 在(i)所提述的3…整句翻译 |
| the offer to the shareholders of the same class shall not be on less favourable terms. |
則他們向同一類別的股…整句翻译 |
| (b) Purchases after a Rule 3.5 announcement |
(b) 在根據規則3.5作出…整句翻译 |
| If, after an announcement made in accordance with Rule 3.5 and during the offer period, the offeror or any person acting in concert with it purchases shares in the offeree company at above the offer price (being the then current value of the offer), then the offeror must increase the offer to not less than the highest price (excluding stamp duty and dealing costs) paid for any shares so acquired. |
在根據規則3.5作出公布…整句翻译 |
| Purchases of shares in the offeree company may also give rise to an obligation under Rule 23. Where an obligation is incurred under Rule 23 by reason of any such purchases, compliance with Rule 23 will normally be regarded as satisfying any obligations under this Rule 24 in respect of those purchases. |
購買受要約公司的股份…整句翻译 |
| (See also Rule 36.) |
（另見規則36）。…整句翻译 |
| 24.2 Offers involving a further issue of listed securities |
24.2 涉及再發行上市證…整句翻译 |
| For the purposes of this Rule 24, if the offer involves a further issue of securities of a class already listed on the Stock Exchange, the current value of the offer on a given day should normally be established by reference to the weighted average traded price of board lots (excluding special bargains and odd lots) of such securities traded during the immediately preceding trading day. If the offer involves a combination of cash and securities and further purchases of the offeree company’s shares oblige the offeror to increase the value of the offer, the offeror must endeavour, as far as practicable, to effect such increase while maintaining the same ratio of cash to securities as is represented by the offer. |
就本規則24而言，如果…整句翻译 |
| 24.3 Shareholder notification |
24.3 通知股東…整句翻译 |
| Immediately after the purchase of shares at above the offer price, it must be announced that a revised offer will be made in accordance with this Rule 24 (see also Rule 16). The announcement should also state the number and class of shares purchased and the price paid. |
緊接在以高於要約價購…整句翻译 |
| Notes to Rule 24: |
規則24的註釋：…整句翻译 |
| 1. No increase during final 14 days of offer period |
1. 在要約期的最後14天…整句翻译 |
| Since an offer must remain open for acceptance for 14 days following the date on which the revised offer document is posted, an offeror will generally not be able to revise its offer, and an offeror should not place itself in a position where it would be required to increase its offer under this Rule 24 in the 14 day period ending on the last day its offer is capable of becoming unconditional as to acceptances (see also Rule 16). |
由於要約在修訂要約文…整句翻译 |
| 2. Convertible securities, warrants, options and subscription for new shares |
2. 可轉換證券、認股權…整句翻译 |
| The conversion or exercise of convertible securities, warrants, options or other subscription rights will be treated as purchases of the underlying shares at a price calculated by reference to the purchase price of the convertible securities, warrants or options and the relevant conversion or exercise terms. Subscription for new shares will be treated as a purchase for the purposes of this Rule 24. In any case of doubt, the Executive should be consulted. |
轉換或行使可轉換證券…整句翻译 |
| 3. Cum dividend |
3. 連股息…整句翻译 |
| When accepting shareholders are entitled under the offer to retain a dividend declared or forecast by the offeree company but not yet paid, purchases in the market or otherwise by an offeror or any person acting in concert with it may be made at prices up to the net cum dividend equivalent of the offer value without necessitating any revision of the offer. |
如根據該項要約，接納…整句翻译 |
| 4. Adjusted terms |
4. 經調整的條款…整句翻译 |
| The Executive’s discretion to agree adjusted terms pursuant to Rule 24.1(a)(i) or (ii) will only be exercised in exceptional circumstances. |
執行人員依據規則24.1…整句翻译 |
| Factors which the Executive might take into account when considering an application for adjusted terms include:– |
執行人員在考慮有關調…整句翻译 |
| (a) whether the relevant purchase was made on terms then prevailing in the market; |
(a) 有關購買是否以當…整句翻译 |
| (b) changes in the market price of the shares since the relevant purchase; |
(b) 自有關購買後，有…整句翻译 |
| (c) the size and timing of the relevant purchase; |
(c) 有關購買的規模及…整句翻译 |
| (d) the attitude of the offeree company’s board; |
(d) 受要約公司董事局…整句翻译 |
| (e) whether shares have been purchased at high prices from directors or other persons closely connected with the offeror or the offeree company; and |
(e) 有關股份是否以高…整句翻译 |
| (f) whether a competing offer has been announced for the offeree company. |
(f) 有否已公布的就受…整句翻译 |
| 5. Purchases prior to the 3 month period |
5. 在該3個月期間之前…整句翻译 |
| The discretion given to the Executive in Rule 24.1(a)(iii) will not normally be exercised unless the vendors are directors or other persons closely connected with the offeror or the offeree company. |
規則24.1(a)(iii)賦予…整句翻译 |
| 6. No less favourable terms |
6. 不得有較差的條款…整句翻译 |
| For the purpose of Rule 24.1(a), except where Rule 26 (mandatory offer) or Rule 23 (requirement for cash offer or securities offer) applies, it will not be necessary to make a cash offer available even if shares have been purchased for cash. However, any securities offered as consideration must, at the date of the announcement of the firm intention to make the offer, have a value at least equal to the highest relevant purchase price. The proposed consideration should be discussed with the Executive, which will be concerned to see that the price at which the securities are valued in the calculation of the consideration is not affected by undue movements in price or volume of trading in the securities. If there has been any such undue movement in the period leading to such an announcement, the Executive may require the consideration to be adjusted or re-calculated so as to exclude, so far as practicable, the effects of the undue movement. |
就規則24.1(a)而言，除…整句翻译 |
| If there is a restricted market in the securities of an offeror, or if the amount of securities to be issued of a class already listed is large in relation to the amount already issued, the Executive may require justification of prices used to determine the value of the offer. |
假如要約人的證券的市…整句翻译 |
| 7. Unlisted securities |
7. 非上市證券…整句翻译 |
| An offer where the consideration consists of securities for which an immediate listing is not to be sought will not be regarded as satisfying any obligation incurred under this Rule 24. |
要約的代價如包括不打…整句翻译 |
| 8. Discretionary clients |
8. 全權委託客戶…整句翻译 |
| Dealings for discretionary clients by fund managers connected with an offeror, unless they are exempt fund managers, may be relevant (see Rule 21.6). |
除獲豁免基金經理外，…整句翻译 |
| 9. Offer period |
9. 要約期…整句翻译 |
| References to the offer period in this Rule 24 are to the time during which the offeree company is in an offer period, irrespective of whether the offeror was contemplating an offer when the offer period commenced. |
凡本規則24對要約期的…整句翻译 |
| RULE 25 |
規則25…整句翻译 |
| 25. Special deals with favourable conditions |
25. 附有優惠條件的特…整句翻译 |
| Except with the consent of the Executive, neither the offeror nor any person acting in concert with it may make any arrangements with shareholders or enter into arrangements to purchase or sell securities of the offeree company, or which involve acceptance of an offer, either during an offer or when an offer is reasonably in contemplation or for 6 months after the close of such offer if such arrangements have favourable conditions which are not to be extended to all shareholders. |
除非執行人員同意，否…整句翻译 |
| Notes to Rule 25: |
規則25的註釋：…整句翻译 |
| 1. Top-ups and other arrangements |
1. 補回差價及其他安排…整句翻译 |
| An arrangement with special conditions attached includes any arrangement where there is a promise to make good to a vendor of shares any difference between the sale price and the price of any subsequent successful offer or any other price top-up arrangements. An irrevocable commitment to accept an offer combined with an option to put the shares should the offer fail will also be regarded as such an arrangement. |
附有特別條件的安排，…整句翻译 |
| Arrangements made by an offeror with a person acting in concert with it, whereby shares in the offeree company are purchased by the person acting in concert on the basis that the offeror will bear all the risks and receive all the benefits, are not prohibited by this Rule 25. Arrangements which contain a benefit or potential benefit to the person acting in concert (beyond normal expenses and carrying costs) are, however, normally prohibited. In cases of doubt, the Executive must be consulted. |
由要約人與某個與其一…整句翻译 |
| 2. Finders’ fees |
2. 中間人費用…整句翻译 |
| The Rule also covers cases where a shareholder in an offeree company is to be remunerated for playing a part in promoting an offer. The Executive will not normally consent to such remuneration unless it can be demonstrated that the arrangement is on normal commercial terms and that a person who had performed the same services, but had not at the same time been a shareholder, would have been entitled to receive no less remuneration. It is not acceptable for such remuneration to be shared with any other shareholder of the offeree company. The Executive must be consulted at the earliest opportunity in all circumstances where this Note may be relevant. |
受要約公司股東因參與…整句翻译 |
| 3. Management retaining an interest |
3. 管理層保留權益…整句翻译 |
| Sometimes an offeror may wish to arrange for the management of the offeree company to remain financially involved in the business. The methods by which this may be achieved vary but the principle which the Executive is concerned to safeguard is that the risks as well as the rewards associated with an equity shareholding should apply to the management’s retained interest. For example, the Executive would not normally find acceptable an option arrangement which guaranteed the original offer price as a minimum. The Executive will normally require, as a condition of its consent, that the independent adviser to the offeree company publicly states that in its opinion the arrangements with the management of the offeree company are fair and reasonable. In addition, where the offeror and the management of the offeree company together hold more than 5% of the equity share capital of the offeree company, the Executive will also normally require such arrangements to be approved at a general meeting of the offeree company’s shareholders. At this meeting the vote must be a vote of independent shareholders. Holdings of convertible securities, warrants, options and other subscription rights may also be relevant in determining whether a general meeting is required, particularly where such rights are exercisable during an offer. The Executive must be consulted in all circumstances where this Note may be relevant. |
有時要約人可能希望安…整句翻译 |
| 4. Disposal of offeree company assets |
4. 將受要約公司資產處…整句翻译 |
| In some cases, certain assets of the offeree company may be of no interest to the offeror. There is a possibility, if a shareholder in the offeree company seeks to acquire the assets in question, that the terms of the transaction will be such as to confer a special benefit on him; in any event, the arrangement is not capable of being extended to all shareholders. The Executive will normally consent to such a transaction, provided that the independent adviser to the offeree company publicly states that in his opinion the terms of the transaction are fair and reasonable and the transaction is approved at a general meeting of the offeree company’s shareholders. At this meeting the vote must be a vote of shareholders who are not involved in or interested in the transaction (otherwise than solely as shareholders of the offeree company). Where such a sale of assets takes place after the relevant period, the Executive will be concerned to see that there was no element of pre-arrangement in the transaction. |
在某些情況下，要約人…整句翻译 |
| The Executive will consider allowing such a procedure in respect of other transactions where the issues are similar, e.g. a transaction with an offeree company shareholder involving offeror assets. |
若其他交易的情況類似…整句翻译 |
| 5. Repayment of shareholder loans |
5. 償還股東貸款…整句翻译 |
| A repayment to a shareholder of indebtedness due by the offeree company, or an assignment by a shareholder to the offeror or a person acting in concert with the offeror of a debt due from the offeree company, may be considered as a special deal under this Rule 25. The Executive would normally consent to such repayment or assignment if it is an arms length transaction on normal commercial terms, subject to compliance with all the requirements under Note 4 to Rule 25. |
受要約公司向股東償還…整句翻译 |
| RULE 26 |
规则26…整句翻译 |
| 26. Mandatory offer |
26. 強制要約…整句翻译 |
| 26.1 When mandatory offer required |
26.1 必須作出強制要約…整句翻译 |
| Subject to the granting of a waiver by the Executive, when |
除非獲執行人員授予寬…整句翻译 |
| (a) any person acquires, whether by a series of transactions over a period of time or not, 30% or more of the voting rights of a company; |
(a) 任何人不論是否透…整句翻译 |
| (b) two or more persons are acting in concert, and they collectively hold less than 30% of the voting rights of a company, and any one or more of them acquires voting rights and such acquisition has the effect of increasing their collective holding of voting rights to 30% or more of the voting rights of the company; |
(b) 兩個或以上一致行…整句翻译 |
| (c) any person holds not less than 30%, but not more than 50%, of the voting rights of a company and that person acquires additional voting rights and such acquisition has the effect of increasing that person’s holding of voting rights of the company by more than 2% from the lowest percentage holding of that person in the 12 month period ending on and inclusive of the date of the relevant acquisition; or |
(c) 任何持有一間公司…整句翻译 |
| (d) two or more persons are acting in concert, and they collectively hold not less than 30%, but not more than 50%, of the voting rights of a company, and any one or more of them acquires additional voting rights and such acquisition has the effect of increasing their collective holding of voting rights of the company by more than 2% from the lowest collective percentage holding of such persons in the 12 month period ending on and inclusive of the date of the relevant acquisition; |
(d) 兩個或以上一致行…整句翻译 |
| that person shall extend offers, on the basis set out in this Rule 26, to the holders of each class of equity share capital of the company, whether the class carries voting rights or not, and also to the holders of any class of voting non-equity share capital in which such person, or persons acting in concert with him, hold shares (see also Rule 36). |
該人須按本規則26所列…整句翻译 |
| Offers for different classes of equity share capital must be comparable and the Executive should be consulted in advance in such cases. (See Rule 14.) |
就不同類別的權益股本…整句翻译 |
| Notes to Rule 26.1: |
規則26.1的註釋：…整句翻译 |
| 1. Persons acting in concert |
1. 一致行動的人…整句翻译 |
| The majority of questions which arise relate to persons acting in concert. The definition of “acting in concert” contains a list of persons who are presumed to be acting in concert unless the contrary is established. The following Notes illustrate how this Rule 26 and definition are interpreted by the Executive. |
大部分的問題都是與一…整句翻译 |
| There may also be circumstances where there are changes in the make-up of a group acting in concert that effectively result in a new group being formed or the balance of the group being changed significantly. This may occur, for example, as a result of the sale of all or a substantial part of his shareholding by one member of a concert party group to other existing members or to another person. The Executive will apply the criteria set out below, and in particular in Note 6(a) and Note 7 to this Rule 26.1 and may require a general offer to be made even when no single member holds 30% or more. |
在某些情況下，一致行…整句翻译 |
| 2. Shareholders coming together to act in concert |
2. 股東聯同作出一致行…整句翻译 |
| Acting in concert requires the co-operation of two or more parties. Where a party has acquired shares independently of other shareholders, or potential shareholders, but subsequently comes together with other shareholders to cooperate to obtain or consolidate control of a company and their existing shareholdings amount to 30% or more of the voting rights of that company, the Executive would not normally require a general offer to be made under Rule 26.1. Such parties having once joined together however, the provisions of Rule 26.1 would apply so that:– |
一致行動須由兩方或以…整句翻译 |
| (a) if the combined shareholdings amounted to less than 30% of the voting rights of that company, an obligation to make an offer would arise if any member of that group acquired further shares such that total holdings of voting rights reached 30% or more; or |
(a) 如果其合共的持股…整句翻译 |
| (b) if the combined shareholdings amounted to between 30% and 50% of the voting rights of that company, no member of that group could acquire shares which would result in acquisitions by the group amounting to more than 2% of the voting rights of the company in any 12 month period without incurring a similar obligation. |
(b) 如果該合共持股量…整句翻译 |
| 3. Banks |
3. 銀行…整句翻译 |
| An arm’s length agreement between a shareholder and a bank under which the shareholder borrows money for the acquisition of shares which gives rise to an obligation under this Rule 26 will not normally result in the bank becoming a concert party. However, see class (9) of the definition of acting in concert. |
如果股東與銀行訂有屬…整句翻译 |
| 4. Shareholders voting together |
4. 股東聯合投票…整句翻译 |
| The Executive will not normally regard the action of shareholders voting together on particular resolution as action which of itself should lead to an offer obligation, but that circumstance may be taken into account as one indication that the shareholders are acting in concert. |
對於股東就若干決議聯…整句翻译 |
| 5. Directors of a company |
5. 公司董事…整句翻译 |
| The directors of companies opposing an offer, their advisers, and others acting in concert with them, should consult the Executive before the acquisition of any voting rights which might lead to the incurring of an obligation under this Rule 26. |
反對要約的公司董事、…整句翻译 |
| (See also class (6) of the definition of acting in concert.) |
（另見一致行動的定義…整句翻译 |
| 6. Acquisition of voting rights by members of a group acting in concert |
6. 一致行動集團的成員…整句翻译 |
| While the Executive accepts that the concept of persons acting in concert recognises a group as being the equivalent of a single person, the holdings of members and the membership of such groups may change at any time. This being the case, there will be circumstances when the acquisition of voting rights by one member of a group acting in concert from another member of the concert group or from a non-member, will result in the acquirer of the voting rights having an obligation to make an offer. |
執行人員雖然接納一組…整句翻译 |
| (a) Acquisitions from another member |
(a) 從另一成員取得投…整句翻译 |
| Whenever the holdings of a group acting in concert total 30% or more of the voting rights of a company and as a result of an acquisition of voting rights from another member of the group a single member comes to hold 30% or more or, if already holding between 30% and 50%, has acquired more than 2% of the voting rights in any 12 month period, an obligation to make an offer will normally arise. |
假如某一致行動集團持…整句翻译 |
| In addition to the factors set out in Note 7 to this Rule 26.1, the factors which the Executive will take into account in considering whether to waive the obligation to make an offer include:– |
除本規則26.1註釋7列明…整句翻译 |
| (i) whether the leader of the group or the largest individual shareholding has changed and whether the balance between the shareholdings in the group has changed significantly; |
(i) 該集團的領導人或…整句翻译 |
| (ii) the price paid for the shares acquired; and |
(ii) 為取得該等股份所…整句翻译 |
| (iii) the relationship between the persons acting in concert and how long they have been acting in concert. |
(iii) 一致行動的人之…整句翻译 |
| The Executive would normally grant the acquirer of such voting rights a waiver from such general offer obligation if:– |
如果出現以下情況，執…整句翻译 |
| (i) the acquirer is a member of a group of companies comprising a company and its subsidiaries and the acquirer has acquired the voting rights from another member of such group of companies; or |
(i) 取得該等投票權的…整句翻译 |
| (ii) the acquirer is a member of a group of persons comprising an individual, his close relatives and related trusts, and companies controlled by him, his close relatives or related trusts, and the acquirer has acquired the voting rights from another member of such group of persons. |
(ii) 取得該等投票權的…整句翻译 |
| (b) Acquisitions from non-members |
(b) 從非一致行動集團…整句翻译 |
| When the group holds between 30% and 50% of the voting rights, an offer obligation will arise if there are acquisitions from non-members of more than 2% in aggregate in any 12 month period. When the group holds over 50%, subject to Note 17 to this Rule 26.1 no obligations normally arise from acquisitions by any member of the group. However, subject to considerations similar to those set out in paragraph (a) of this Note, the Executive may regard as giving rise to an obligation to make an offer the acquisition by a single member of the group of voting rights sufficient to increase his holding to 30% or more or, if he already holds between 30% and 50%, by more than 2% in any 12 month period. |
當集團持有介乎30%至5…整句翻译 |
| (c) Calculation of highest price |
(c) 最高價格的計算…整句翻译 |
| For the purpose of calculating the highest price paid in the event of an offer under this Rule 26, the prices paid for voting rights transferred between members of a group acting in concert may be relevant where, for example, all voting rights held within a group are transferred to that member making the offer or where prices paid between members are materially above the market price. |
為計算本規則26規定的…整句翻译 |
| 7. Vendor of part only of a shareholding |
7. 只出售部分持股量的…整句翻译 |
| Shareholders sometimes wish to sell part only of their holdings or a purchaser may be prepared to acquire part only of a holding. This arises particularly where an acquirer wishes to acquire under 30%, thereby avoiding an obligation under this Rule 26 to make a general offer. The Executive will be concerned to see whether in such circumstances the arrangements between the purchaser and vendor effectively allow the purchaser to exercise a significant degree of control over the retained voting rights, in which case a general offer would normally be required. These concerns will also apply when the purchaser is already a member of a group acting in concert with the vendor, or when the purchaser joins such a group. |
股東有時候可能只想出…整句翻译 |
| The Executive will also take into account any other transactions between the purchaser and the vendor, and between the purchaser and other members of the group acting in concert with the vendor. This could include, for example, the aggregation of transfers of voting rights to the purchaser over a period of time, or arrangements which have an effect similar to transfer, such as the underwriting by a purchaser of a rights issue which the vendor has agreed not to take up, or a placing of shares with the purchaser. |
執行人員亦會考慮到買…整句翻译 |
| A judgement on whether such a significant degree of control exists will obviously depend on the circumstances of each individual case, but, by way of guidance, the Executive would regard the following points as having some significance:– |
對判斷是否存在重大的…整句翻译 |
| (a) there would be less likelihood of a significant degree of control over the retained voting rights if the vendor was not an “insider”; |
(a) 如果賣方並不是“…整句翻译 |
| (b) the payment of a very high price for the voting rights would tend to suggest that control over the entire holding was being secured; |
(b) 就投票權付給很高…整句翻译 |
| (c) if the parties negotiate options over the retained voting rights it may be more difficult for them to satisfy the Executive that a significant degree of control is absent. On the other hand, where the retained voting rights are in themselves a significant part of the company’s capital (or even in certain circumstances represent a significant sum of money in absolute terms) a correspondingly greater element of independence may be presumed; and |
(c) 如果當事人就餘下…整句翻译 |
| (d) it would be natural for a vendor of part of a controlling holding to select a purchaser whose ideas as regards the way the company is to be directed are reasonably compatible with his own. It is also natural that a purchaser of a substantial holding in a company should press for board representation and perhaps make the vendor’s support for this a condition of purchase. Accordingly, these factors, divorced from any other evidence of a significant degree of control over the retained voting rights, would not lead the Executive to conclude that a general offer should be made. |
(d) 出售部分控制性持…整句翻译 |
| 7A. Placing |
7A. 配售…整句翻译 |
| The Executive would not give its consent to the acquisition of a holding of 30% or more by a person in conjunction with arrangements by the purchaser to place sufficient voting rights to reduce the holding below 30%. |
凡任何人取得30%或以上…整句翻译 |
| When a purchaser acquires just under 30% of the voting rights of a company, it is the prime responsibility of the purchaser to ensure that it and parties acting in concert with it will not hold an aggregate of 30% or more of the voting rights of the company as a result of the acquisition. In the event that such voting rights would result in the concert group holding in aggregate 30% or more of the voting rights of the company a mandatory offer obligation will be triggered under this Rule 26. |
當買方取得某公司剛少…整句翻译 |
| Other general interpretations |
其他一般詮釋…整句翻译 |
| 8. The chain principle |
8. 連鎖關係原則…整句翻译 |
| Occasionally, a person or group of persons acting in concert acquiring statutory control of a company (which need not be a company to which the Takeovers Code applies) will thereby acquire or consolidate control, as defined in the Codes, of a second company because the first company itself holds, either directly or indirectly through intermediate companies, a controlling interest in the second company, or holds voting rights which, when aggregated with those already held by the person or group, secure or consolidate control of the second company. The Executive will not normally require an offer to be made under this Rule 26 in these circumstances unless either:– |
一個人或一致行動的一…整句翻译 |
| (a) the holding in the second company is significant in relation to the first company. In assessing this, the Executive will take into account a number of factors including, as appropriate, the assets and profits of the respective companies. Relative values of 60% or more will normally be regarded as significant; or |
(a) 在該第二間公司的…整句翻译 |
| (b) one of the main purposes of acquiring control of the first company was to secure control of the second company. |
(b) 取得第一間公司控…整句翻译 |
| The Executive should be consulted in all cases which may come within the scope of this Note to establish whether, in the circumstances, any obligation arises under this Rule 26. |
如果出現任何可能屬於…整句翻译 |
| “Statutory control” in this Note means the degree of control which a company has over a subsidiary. |
本註釋的“法定控制權…整句翻译 |
| 9. Triggering a mandatory offer during a voluntary offer |
9. 在自願要約過程中觸…整句翻译 |
| If it is proposed to incur an obligation under this Rule 26 during the course of a voluntary offer by the acquisition of voting rights, the Executive must be consulted in advance. Once such an obligation is incurred, an offer in compliance with this Rule 26 must be announced immediately. |
如果在自願要約的過程…整句翻译 |
| If no change in the consideration is involved it will be sufficient, following the announcement, simply to notify offeree company shareholders in writing of the new total holding of the offeror, of the fact that the acceptance condition in the form required by Rule 26.2 is the only condition remaining, and of the period for which the offer will remain open following posting of the document. |
如果沒有涉及更改代價…整句翻译 |
| An offer made in compliance with this Rule 26 must remain open for not less than 14 days following the date on which the document is posted to offeree company shareholders. |
由寄發予受要約公司股…整句翻译 |
| Notes 3 and 4 to Rule 16.1 set out certain restrictions on the incurring of an obligation under this Rule 26 during the offer period. |
規則16.1的註釋3及4列…整句翻译 |
| 10. Convertible securities, warrants and options |
10. 可轉換證券、認股…整句翻译 |
| In general, the acquisition of convertible securities, warrants or options does not give rise to an obligation under this Rule 26 to make an offer but the exercise of any conversion or subscription rights or options will be considered to be an acquisition of voting rights for the purpose of this Rule 26. |
一般而言，取得可轉換…整句翻译 |
| The Executive will, however, give special consideration to the granting and taking of options, and will have regard to the time when the option is exercisable, whether the grantor of the option has also sold part of his holding (see Note 7 to this Rule 26.1), the consideration paid for the option, and any other circumstances in which the relationship and arrangements between the two parties concerned are such that effective control over underlying voting rights has or may have passed to the taker of the option. Where the Executive takes the view that effective control over the voting rights has passed, it will treat the grant of the option as constituting an acquisition of the voting rights. |
但執行人員將會特別考…整句翻译 |
| The Executive will not normally require an offer to be made following the exercise of convertible securities, warrants, options or other subscription rights in respect of new securities provided that the issue of convertible securities, warrants or options to the person exercising the rights is approved by a vote of independent shareholders in general meeting in the manner described in Note 1 on dispensations from Rule 26. |
執行人員通常不會規定…整句翻译 |
| Any holder of conversion or subscription rights who intends to exercise such rights and so to hold 30% or more of the voting rights of a company (or to have acquired more than 2% of such voting rights in any 12 month period) should consult the Executive before doing so to determine whether an offer obligation would arise under this Rule 26 and if so at what price. (See also Note 2(c) to Rule 26.3.) |
持有轉換或認購權的人…整句翻译 |
| Where there are conversion or subscription rights currently capable of being exercised, this Rule 26 is invoked at a level of 30% of the existing voting rights. Where they are capable of being exercised during an offer period, Note 2 to Rule 6 and Note 3 to Rule 30.2 will be relevant. (See also Note 18 to this Rule 26.1.) |
凡有現時可予行使的轉…整句翻译 |
| 11. The 2% creeper – acquisitions and dispositions of voting rights during 12 month period |
11. 2%自由增購率－12…整句翻译 |
| A person, or group of persons acting in concert, holding 30% or more of the voting rights of a company is free to acquire and dispose of further voting rights within a band of 2% above the greater of 30% or its lowest percentage holding of voting rights in the previous 12 month period without incurring an obligation to make a general offer. Within this band dispositions of voting rights may be netted off against acquisitions thereof. |
本來持有一間公司30%或…整句翻译 |
| 12. The 2% creeper – effect of dispositions |
12. 2%自由增購率－將…整句翻译 |
| If a person, or group of persons acting in concert, holding 30% or more of the voting rights of a company disposes of voting rights in circumstances other than those mentioned in Note 11 to this Rule 26.1, the reduced holding establishes a new lowest percentage holding for purposes of the 2% creeper. As a result, an obligation to make a general offer will arise if:– |
如果本來持有一間公司…整句翻译 |
| (i) the reduced holding is 30% or more and is increased by net acquisitions of voting rights by more than 2% in any 12 month period, or |
(i) 削減後的持有量為…整句翻译 |
| (ii) following a reduction of the holding below 30% it is increased to 30% or more. |
(ii) 持有量經削減至低…整句翻译 |
| Except as mentioned in Note 11 to this Rule 26.1, dispositions of voting rights may not be netted off against acquisitions thereof. |
除本規則26.1註釋11所…整句翻译 |
| 13. The 2% creeper – effect of dilution |
13. 2%自由增購率－稀…整句翻译 |
| Subject to Note 14 to this Rule 26.1, the dilution of a holding of voting rights by the issue of new shares or otherwise will normally be regarded by the Executive as equivalent to a reduction by way of a disposition of voting rights. |
除本規則26.1註釋14另…整句翻译 |
| 14. The 2% creeper – placing and top-up transactions |
14. 2%自由增購率－配…整句翻译 |
| For purposes of the creeper a placing shareholder who conducts a placing and top-up transaction pursuant to Note 6 on dispensations from Rule 26 shall be deemed to have a lowest percentage holding equal to the lower of the lowest percentage holding which the placing shareholder had in the 12 month period prior to or immediately after the placing and top-up transaction. A placing shareholder will be treated similarly if the top-up transaction does not give rise to an offer under this Rule 26 but the transaction complies with the requirements of Notes 6 or 7 on dispensations from Rule 26. |
就自由增購率而言，作…整句翻译 |
| Where a placing shareholder has completed a whitewashed transaction within the 12 months immediately before the placing and top-up transaction, Note 15 to this Rule 26.1 should be read together with this Note for the purpose of determining the lowest percentage holding which the placing shareholder had in that 12 month period. |
凡作出配售的股東已在…整句翻译 |
| 15. The 2% creeper – effect of whitewash |
15. 2%自由增購率－清…整句翻译 |
| When a person, or group of persons acting in concert, would otherwise be obliged to make a mandatory offer pursuant to this Rule 26 but the obligation is waived pursuant to a vote of independent shareholders in accordance with the terms of Note 1 on dispensations from Rule 26, such person, or group of persons, shall be deemed to have a lowest percentage holding equal to the percentage holding of such person, or group of persons, immediately after the whitewashed transaction. Any acquisition of additional voting rights by such person, or group of persons, subsequent to the whitewashed transaction shall be subject to the 2% creeper under Rule 26.1 by reference to the lowest percentage holding in the 12 month period ending on the date of the completion of the relevant acquisition. (See also Notes 11 and 12 to this Rule 26.1.) |
當某人或一組一致行動…整句翻译 |
| By way of example, if a person, or group of persons acting in concert, originally holding 31% comes to hold 38% of the voting rights of a company as a result of a whitewashed transaction, such person or group of persons would be deemed to have a lowest percentage holding of 38% and thereby be free to acquire voting rights within the 2% band above 38% in the following 12 month period, unless any disposal of voting rights causes the lowest percentage holding of such person or group of persons to fall below 38%. |
舉例來說，如果某人或…整句翻译 |
| 16. The 2% creeper – voting rights acquired during mandatory offer |
16. 2%的自由增購率－…整句翻译 |
| For purposes of the 2% creeper, following a mandatory offer which does not become unconditional an offeror shall be deemed to have a lowest percentage holding equal to his aggregate holding of voting rights of the offeree company at the close of the offer period, including any voting rights which he acquired during the offer. |
就2%的自由增購率而言…整句翻译 |
| 17. The 2% creeper – holdings between 48% and 50% |
17. 2%的自由增購率－…整句翻译 |
| It should be noted also that the restriction in Rule 26.1(c) and (d) applies to any immediately preceding 12 month period if at any time during such period a person, or group of persons acting in concert, holds 50% or less of the voting rights. Thus, a person or group of persons with 49% of the voting rights of a company will be restricted from acquiring more than a further 2% of the offeree company’s voting rights (resulting in a total of 51%) for a period of 12 months thereafter. |
同時要注意的是，假如…整句翻译 |
| 18. Allotted but unissued shares |
18. 已分配但未發行的…整句翻译 |
| When shares of a company carrying voting rights have been allotted (even if only provisionally) but have not yet been issued, for example, under a rights issue when the shares are represented by renounceable letters of allotment, the Executive should be consulted. |
如果公司附有投票權的…整句翻译 |
| 19. Discretionary clients |
19. 全權委託客户…整句翻译 |
| Dealings for discretionary clients by fund managers connected with an offeror or the offeree company, unless they are exempt fund managers, may be relevant (see Rule 21.6). |
除非有關的基金經理為…整句翻译 |
| 20. Employee benefit trusts |
20. 僱員福利信託…整句翻译 |
| The Executive must be consulted in advance of any proposed acquisition of new or existing shares if the aggregate holdings of the directors, any other shareholders acting, or presumed to be acting, in concert with any of the directors and the trustees of an employee benefit trust (“EBT”) will, as a result of the acquisition, equal or exceed 30% of the voting rights or, if already exceeding 30% will increase further. The Executive must also be consulted in any case where a shareholder (or group of shareholders acting, or presumed to be acting, in concert) holds 30% or more (but not more than 50%) of the voting rights and it is proposed that an EBT acquires shares. |
若董事、任何與該等董…整句翻译 |
| The mere establishment and operation of an EBT will not by itself give rise to a presumption that the trustees are acting in concert with the directors and/or a controlling shareholder (or group of shareholders acting, or presumed to be acting, in concert). The Executive, will, however, consider all relevant factors including: the identities of the trustees; the composition of any remuneration committee; the nature of the funding arrangements; the percentage of the issued share capital held by the EBT; the number of shares held to satisfy awards made to directors; the number of shares held in excess of those required to satisfy existing awards; the prices at which, method by which and persons from whom existing shares have been or are to be acquired; the established policy or practice of the trustees as regards decisions to acquire shares or to exercise votes in respect of shares held by the EBT; whether or not the directors themselves are presumed to be acting in concert; and the nature of any relationship existing between a controlling shareholder (or group of shareholders acting, or presumed to be acting, in concert) and both the directors and the trustees. Its consideration of these factors may lead the Executive to conclude that the trustees are acting in concert with the directors and/or a controlling shareholder (or group). |
單純設立及運作僱員福…整句翻译 |
| This Note will not apply in respect of shares held within the EBT but controlled by the beneficiaries. |
本註釋將不適用於僱員…整句翻译 |
| 26.2 Conditions |
26.2 條件…整句翻译 |
| Except with the consent of the Executive:– |
除非執行人員同意－…整句翻译 |
| (a) offers made under this Rule 26 must be conditional only upon the offeror having received acceptances in respect of voting rights which, together with voting rights acquired or agreed to be acquired before or during the offer, will result in the offeror and any person acting in concert with it holding more than 50% of the voting rights; and |
(a) 根據本規則26作出…整句翻译 |
| (b) no acquisition of voting rights which would give rise to a requirement for an offer under this Rule 26 may be made if the making or implementation of such offer would or might be dependent on the passing of a resolution at any meeting of shareholders of the offeror or upon any other conditions, consents or arrangements. |
(b) 如果取得投票權後…整句翻译 |
| Notes to Rule 26.2: |
規則26.2的註釋：…整句翻译 |
| 1. When more than 50% is held |
1. 當持有50%以上的投…整句翻译 |
| An offer made under this Rule 26 should normally be unconditional when the offeror and persons acting in concert with it hold more than 50% of the voting rights before the offer is made. |
當要約人及與其一致行…整句翻译 |
| 2. When dispensations may be granted |
2. 當可准予豁免時…整句翻译 |
| The Executive will not normally consider a request for a dispensation under this Rule 26 other than in exceptional circumstances, such as when the necessary cash is to be provided, wholly or in part, by a cash underwritten alternative which is conditional on the obtaining of a listing for new shares. The Executive will normally require that both the announcement of the offer and the offer document include statements that if the acceptance condition is satisfied but the listing condition is not, within the time required, and as a result the offer lapses:– |
執行人員通常不會考慮…整句翻译 |
| (i) the offeror will immediately make a new cash offer in compliance with this Rule 26 at the price required by this Rule 26; and |
(i) 要約人將會立刻遵…整句翻译 |
| (ii) until posting of the offer document in respect of that new offer, the offeror and persons acting in concert with it can only exercise less than 30% of the voting rights of the offeree company. |
(ii) 在寄發有關新要約…整句翻译 |
| When a dispensation is given, the offeror must endeavour to obtain a listing for the new shares with all due diligence. |
當獲准豁免後，要約人…整句翻译 |
| 3. Acceptance condition |
3. 接納條件…整句翻译 |
| Notes to Rule 30.2 apply to offers under this Rule 26. |
規則30.2的註釋適用於…整句翻译 |
| In the event that an offer under Rule 26 lapses because a purchase may not be counted as a result of Note 7 to Rule 30.2 and subsequently the purchase is completed, the Executive should be consulted. It will require appropriate action to be taken such as the making of a new offer or the reduction of the offeror’s holding. |
若由於規則30.2的註釋…整句翻译 |
| 4. TA consent |
4. 電訊局長的同意…整句翻译 |
| No acquisition of voting rights which would give rise to a requirement for an offer under this Rule 26 may be made if such acquisition or offer may result in a “change” in relation to a carrier licence within the meaning of section 7P(16) of the Telecommunications Ordinance (Cap. 106). The restrictions in Rule 26.2 mean that the offeror cannot make the offer conditional upon any TA decision. A potential offeror under this Rule 26 must seek consent of the TA under section 7P(6) of the Telecommunications Ordinance before he triggers an obligation to make a general offer under Rule 26.1. |
若取得投票權後會導致…整句翻译 |
| If an offeror triggers a mandatory offer without obtaining the TA’s consent he will be in breach of this Note 4 and subject to possible disciplinary action. |
要約人如未取得電訊局…整句翻译 |
| 26.3 Consideration |
26.3 代價…整句翻译 |
| (a) Offers made under this Rule 26 must, in respect of each class of equity share capital involved, be in cash or be accompanied by a cash alternative at not less than the highest price paid by the offeror or any person acting in concert with it for shares of that class of the offeree company during the offer period and within 6 months prior to its commencement. The cash offer or the cash alternative must remain open after the offer has become or is declared unconditional for not less than 14 days thereafter. The Executive should be consulted where there is more than one class of equity share capital involved. |
(a) 根據本規則26作出…整句翻译 |
| (b) The Executive’s consent is required if the offeror considers that the highest price should not apply in a particular case. |
(b) 如果要約人認為最…整句翻译 |
| Notes to Rule 26.3: |
規則26.3的註釋：…整句翻译 |
| 1. Nature of consideration |
1. 代價的性質…整句翻译 |
| When voting rights have been acquired for a consideration other than cash, the offer must nevertheless be in cash or be accompanied by a cash alternative of at least equal value, which must be determined by an independent valuation. |
如果以現金以外的代價…整句翻译 |
| When there have been significant acquisitions in exchange for securities, General Principle 1 may be relevant and such securities may be required to be offered to all shareholders: a cash offer will also be required. The Executive should be consulted in such cases. |
若有人為交換證券而取…整句翻译 |
| 2. Calculation of the price |
2. 價格的計算…整句翻译 |
| (a) In calculating the price paid, stamp duty and broker’s commission should be excluded. |
(a) 在計算付出的價格…整句翻译 |
| (b) If voting rights have been acquired in exchange for listed securities, the price will normally be established by reference to the weighted average traded price of board lots (excluding special bargains and odd lots) of the listed securities on the date of the acquisition. |
(b) 如果以交換上市證…整句翻译 |
| (c) If voting rights have been acquired by the conversion or exercise of convertible securities, warrants, options or other subscription rights, the price will normally be established by reference to the purchase price of the convertible securities, warrants or options and the relevant conversion or exercise terms. If however the convertible securities or warrants were issued or sold privately to the purchaser, the Executive may also take into account the weighted average traded price of board lots (excluding special bargains and odd lots) of the relevant shares on the day on which notice of conversion or subscription was submitted. |
(c) 如果以轉換或行使…整句翻译 |
| The Executive should be consulted in advance in the circumstances described in (b) and (c) above. |
如出現上述(b)及(c)項…整句翻译 |
| 3. Dividends |
3. 股息…整句翻译 |
| When accepting shareholders are entitled under the offer to retain a dividend declared by the offeree company but not yet paid, the offeror, in establishing the level of the cash offer, may deduct from the highest price paid the net dividend to which offeree company shareholders are entitled. |
當接納要約的股東根據…整句翻译 |
| 4. Dispensations from highest price |
4. 免除支付最高價格…整句翻译 |
| Factors which the Executive might take into account when considering an application for an adjusted price include:– |
執行人員在考慮有關調…整句翻译 |
| (a) the size and timing of the relevant purchases; |
(a) 有關購買的數量及…整句翻译 |
| (b) the attitude of the board of the offeree company; |
(b) 受要約公司董事局…整句翻译 |
| (c) whether shares had been purchased at high prices from directors or other persons closely connected with the offeror or the offeree company; and |
(c) 曾否以高價從董事…整句翻译 |
| (d) the number of shares purchased in the preceding 12 months. |
(d) 在過去12個月內購…整句翻译 |
| 26.4 Restrictions on control by offeror |
26.4 對要約人行使控制…整句翻译 |
| Except with the consent of the Executive, no nominee of an offeror or persons acting in concert with it may be appointed to the board of the offeree company or any of its subsidiaries, nor may an offeror and persons acting in concert with it exercise offeree company voting rights, until the offer document has been posted. |
除非執行人員同意，要…整句翻译 |
| Note to Rule 26.4: |
規則26.4的註釋：…整句翻译 |
| Cross reference to Rule 7 |
與規則7的互相參照…整句翻译 |
| Reference is made to Rule 7 which restricts the ability of the directors of an offeree company to resign prior to the first closing date of the offer, or the date when the offer becomes or is declared unconditional, whichever is the later. |
規則7限制受要約公司董…整句翻译 |
| 26.5 Obligations of directors selling shares |
26.5 出售股份的董事的…整句翻译 |
| When directors (and their close relatives, related trusts and companies controlled by them, their close relatives or related trusts) sell shares to a purchaser as a result of which the purchaser is required to make an offer under this Rule 26, such directors must ensure that as a condition of the sale the purchaser undertakes to fulfil his obligations under this Rule 26. |
當董事（及其近親、有…整句翻译 |
| 26.6 Holdings of between 30% and 35% |
26.6 介乎30%至35%之間…整句翻译 |
| Where a person, or two or more persons acting in concert, holds 30% or more of the voting rights of a company but less than 35% of such voting rights immediately prior to implementation of this Rule on 19 October 2001 then, for so long as such holding remains in this range and until 10 years after that date:– |
若一人或兩名或以上一…整句翻译 |
| (a) the Takeovers Code (other than this Rule 26.6) shall be interpreted and applied as if the 30% trigger in Rule 26.1(a) and (b) was 35% for such person or persons; and |
(a) 就該名或該等人士…整句翻译 |
| (b) such person or persons are not subject to the 2% creeper under Rule 26.1(c) and (d). |
(b) 該名或該等人士不…整句翻译 |
| Where a person, or two or more persons acting in concert, holds less than 30% of the voting rights of a company but holds convertible securities, warrants, options or subscription rights immediately prior to implementation of this Rule on 19 October 2001, that together with any voting rights held immediately prior to that date, on conversion, exercise or subscription in whole or in part on or after that date could result in such person or persons holding 30% or more of the voting rights of a company but less than 35% of such voting rights, the above provisions will apply following conversion, exercise or subscription in whole or in part in respect of such convertible securities, warrants, options or subscription rights. If, following any one or more conversion, exercise or subscription in part, the holding of such person or persons becomes 30% or more but less than 35% and subsequently falls below 30%, these provisions cease to apply in respect of any remaining convertible securities, warrants, options or subscription rights that have not been converted or exercised. |
若一人或兩名或以上一…整句翻译 |
| For the avoidance of doubt, where such person or persons continue to hold 30% or more but less than 35% of the voting rights of the company at the end of the 10 year period, it will not be necessary for them to sell voting rights to take such holding below 30% in order to avoid a mandatory offer obligation. |
為免生疑問，若該名或…整句翻译 |
| Note to Rule 26.6: |
規則26.6的註釋：…整句翻译 |
| Where the holding of such person or persons is diluted below 30% and the strict application of this Rule 26.6 to such person or persons would operate harshly, the Executive should be consulted. |
凡該名或該等人士的持…整句翻译 |
| 26.7 Transitional provisions for the creeper |
26.7 有關自由增購率的…整句翻译 |
| For the 12 months following implementation of this Rule on 19 October 2001, the creeper under Rules 26.1(c) and (d) shall be applied, in all respects other than under Rule 26.6, in the following manner:– |
就由本規則實施日期20…整句翻译 |
| (a) the 2% limit shall apply so as to cover the period from the date of the relevant acquisition back to 19 October 2001; and |
(a) 該2%的限制將適用…整句翻译 |
| (b) the 5% limit previously applicable under the Takeovers Code shall apply so as to cover the period from the date of the relevant acquisition back to the date 12 months prior to the relevant acquisition. |
(b) 以往根據《收購守…整句翻译 |
| Note to Rule 26.7: |
規則26.7的註釋：…整句翻译 |
| Effect of transitional provisions for the creeper |
有關自由增購率的過渡…整句翻译 |
| The effect of the transitional provisions for the creeper can be illustrated by the following examples. Assuming there is no other acquisition or disposal of voting rights, if a person or group of persons acquires 4% of the voting rights of a company 3 months before 19 October 2001, such person or group of persons will be restricted from acquiring more than 1% of the company’s voting rights within 9 months following 19 October 2001. Thereafter, the person or persons will be subject to the 2% limit. If a person or group of persons has acquired 1% of the voting rights of a company 3 months before 19 October 2001, such person or group of persons will be restricted from acquiring more than 2% in the 12 month period after 19 October 2001. |
有關自由增購率的過渡…整句翻译 |
| Notes on dispensations from Rule 26: |
規則26的豁免註釋：…整句翻译 |
| 1. Vote of independent shareholders on the issue of new securities (“Whitewash”) |
1. 獨立股東就發行新證…整句翻译 |
| (See Schedule VI – Whitewash Guidance Note for the detailed requirements of the Takeovers Code under this Note.) |
（關於《收購守則》內…整句翻译 |
| When the issue of new securities as consideration for an acquisition, or a cash subscription, or the taking of a scrip dividend, would otherwise result in an obligation to make a mandatory offer under this Rule 26, the Executive will normally waive the obligation if there is an independent vote at a shareholders’ meeting. For this purpose “independent vote” means a vote by shareholders who are not involved in, or interested in, the transaction in question. The requirement for a mandatory offer will also be waived, provided there has been an independent vote of shareholders, in cases involving the underwriting of an issue of shares. If an underwriter incurs an obligation under this Rule 26 unexpectedly, for example as a result of failure by a sub-underwriter in respect of all or part of his liability, the Executive should be consulted. |
當以發行新證券作為取…整句翻译 |
| The appropriate provisions of the Code apply to whitewash proposals. Full details of the potential holding of voting rights must be disclosed in the document sent to shareholders relating to the issue of the new securities, which must also include competent independent advice on the proposals the shareholders are being asked to approve, together with a statement that the Executive has agreed to waive any consequent obligation under this Rule 26 to make a mandatory offer. |
本守則內有適當的條文…整句翻译 |
| Reference should be made to Note 15 to Rule 26.1 which provides that when a person, or group of persons acting in concert, would otherwise be obliged to make a mandatory offer pursuant to this Rule 26, but the obligation is waived pursuant to a vote of independent shareholders in accordance with the terms of this Note, such person, or group of persons, shall be deemed to have a lowest percentage holding equal to the percentage holding of such person, or group of persons, immediately following the whitewashed transaction. Any acquisition of additional voting rights by such person, or group of persons, subsequent to the whitewashed transaction shall be subject to the 2% creeper under Rule 26.1 by reference to the lowest percentage holding in the 12 month period ending on the date of the completion of the relevant acquisition. |
規則26.1註釋15應加以…整句翻译 |
| Notwithstanding the fact that the issue of new securities is made conditional upon the prior approval by independent vote of a majority of the shareholders at a general meeting of the company:– |
儘管發行新證券須事先…整句翻译 |
| (i) the Executive will not normally waive an obligation under this Rule 26 if the person to whom the new securities are to be issued or any person acting in concert with him has acquired voting rights in the company (save for subscriptions for new shares which have been fully disclosed in the whitewash circular) in the 6 months prior to the announcement of the proposals but subsequent to negotiations, discussions or the reaching of understandings or agreements with the directors of the company (which would include informal discussions) in relation to the proposed issue of new securities; and |
(i) 假如新證券的發行…整句翻译 |
| (ii) a waiver will not be granted or if granted will be invalidated if, without the prior consent of the Executive, any acquisitions or disposals of voting rights are made by such persons in the period between the announcement of the proposals and the completion of the subscription. |
(ii) 假如該等人士在未…整句翻译 |
| Following the meeting at which the proposals are considered by shareholders, an announcement must be made by the offeree company giving the result of the meeting and the number and percentage of voting rights attaching to the shares to which the potential controlling shareholders have become entitled as a result. |
股東審議有關建議的會…整句翻译 |
| Where the final controlling shareholding is dependent on the results of underwriting, the offeree company must make an announcement following the issue of new securities stating the number of shares and percentage of voting rights held by the controlling shareholders at that time. |
凡最終的控制性持股量…整句翻译 |
| 2. Enforcement of security for a loan, receivers, etc. |
2. 就一筆貸款的抵押品…整句翻译 |
| Where a shareholding in a company is charged to a bank or lending institution on an arm’s length basis and in the ordinary course of its business as security for a loan and, as a result of enforcement, the lender would otherwise incur an obligation to make a general offer under this Rule 26, the Executive will normally waive the requirement, provided that the security was not given at a time when the lender had reason to believe that enforcement was likely. In any case where arrangements are to be made involving a transfer of voting rights to the lender, but which do not amount to enforcement of the security, the Executive will wish to be convinced that such arrangements are necessary to preserve the lender’s security and will also take into account the proviso above. When following enforcement a lender wishes to sell all or part of his shareholding, the provisions of this Rule 26 apply to the purchaser. |
凡在正常商業關係下並…整句翻译 |
| Although a receiver or liquidator of a company is not required to make an offer when he takes control of a holding of 30% or more of the voting rights of another company, the provisions of this Rule 26 apply to a purchaser from such a person. |
雖然公司的接管人或清…整句翻译 |
| 3. Rescue operations |
3. 挽救行動…整句翻译 |
| There are occasions when a company is in such a serious financial position that the only way it can be saved is by an urgent rescue operation which involves the issue of new securities without approval by a vote of independent shareholders or the acquisition of existing securities by the rescuer which would otherwise fall within the provisions of this Rule 26 and normally require a general offer. The Executive will consider waiving the requirements of this Rule 26 in such circumstances; particular attention will be paid to the views of the directors and advisers of the potential offeree company. |
在若干情況下，當公司…整句翻译 |
| The requirements of this Rule 26 will not normally be waived in a case where a major shareholder in a company rather than that company itself is in need of rescue. The situation of that shareholder may have little relevance to the position of other shareholders and, therefore, the purchaser from such major shareholder must expect to be obliged to extend an offer under this Rule 26 to all other shareholders. |
如果需要挽救的是公司…整句翻译 |
| In considering whether to grant a waiver, the Executive must be satisfied about the urgency of the rescue and that it would be impracticable for the rescue proposal to be submitted for approval by shareholders not involved in or interested in the transaction under Note 1 on dispensations from Rule 26. If the urgency of the rescue is not established, the Executive may require an independent vote as a condition for a waiver. The Executive will also have regard to whether the rescue proposal is equitable to the existing shareholders and whether existing shareholders will have the right to participate in the rescue proposal on the same terms as the rescuing party, so far as practicable. Any application for a waiver under this Note must be submitted as early as possible. |
在考慮是否准予寬免時…整句翻译 |
| 4. Inadvertent mistake |
4. 無心之失…整句翻译 |
| If, due to an inadvertent mistake, a person incurs an obligation to make an offer under this Rule 26, the Executive will not normally require an offer if sufficient voting rights are disposed of within a limited period to persons unconnected with him. |
如果某人由於無心之失…整句翻译 |
| 5. Balancing block: where 50% will not accept |
5. 起著均衡作用的股份…整句翻译 |
| Situations may arise where a person, or group of persons acting in concert, acquires 30% or more of the voting rights of a company at a time when another person, or group of persons acting in concert, already holds 30% or more of the voting rights of that company. In such a situation the Executive will not normally waive the requirement for that person or group of persons to make a general offer under this Rule 26 unless:– |
在有些時候，當某人或…整句翻译 |
| (a) there is a single person holding 50% or more of the voting rights of the company who states that he will not accept the offer which the purchaser would otherwise be obliged to make; or |
(a) 單獨持有該公司50…整句翻译 |
| (b) the Executive is provided with written confirmation from the holders of 50% or more of the voting rights of that company that they would not accept the offer which the purchaser would be obliged to make. |
(b) 持有該公司50%或以…整句翻译 |
| 6. Placing and top-up transactions |
6. 配售及增補交易…整句翻译 |
| A waiver from the obligation to make a general offer under this Rule 26 will normally be granted where a shareholder, who together with persons acting in concert with him holds 50% or less of the voting rights of a company, places part of his holding with one or more independent persons (see Note 7 on dispensations from Rule 26) and then, as soon as is practicable, subscribes for new shares up to the number of shares placed at a price substantially equivalent to the placing price after taking account of expenses incurred in the transaction. Such a waiver is required even if the placing and top-up are to be effected simultaneously whether by way of placing and subscription agreements that are interconditional or otherwise. For purposes of the 2% creeper the placing shareholder shall be deemed to have a lowest percentage holding equal to the lower of the lowest percentage holding which he had in the 12 month period prior to or immediately after the placing and top-up transaction. Reference is made in this regard to Note 14 to Rule 26.1. A waiver under this Note will not be required where a shareholder, together with persons acting in concert with him has continuously held more than 50% of the voting rights of a company for at least 12 months immediately preceding the relevant placing and top-up transaction. |
凡股東連同與其一致行…整句翻译 |
| 7. Verification of independence of placees |
7. 核證獲配售人的獨立…整句翻译 |
| When compliance with a Rule or a waiver is dependent upon a disposition or placement of voting rights to independent persons the Executive will normally require the financial adviser, placement agent or acquirer of the voting rights to verify and/or confirm that the purchaser is independent of, and does not act in concert with, the vendor of the voting rights, and such verification or confirmation shall be provided in such manner as the Executive may reasonably require to satisfy itself of the acquirer’s independence. In the case of a single placee the Executive will be particularly concerned with verifying the independence of the placee. |
當遵守一項規則或寬免…整句翻译 |
| RULE 27 |
規則27…整句翻译 |
| 27. Prompt registration of transfers |
27. 迅速登記轉讓…整句翻译 |
| The board and officials and registrars of an offeree company should use their best endeavours to ensure the prompt registration of transfers during an offer period so that shareholders can freely exercise their voting and other rights. |
受要約公司的董事局、…整句翻译 |
| RULE 28 |
规则28…整句翻译 |
| 28. Partial offers |
28. 部分要約…整句翻译 |
| 28.1 Executive’s consent required |
28.1 須獲得執行人員的…整句翻译 |
| The Executive’s consent is required for any partial offer. Consent will normally be granted in the case of an offer (a) which could not result in the offeror and persons acting in concert with it holding 30% or more of the voting rights of a company; or (b) where the offeror and persons acting in concert with it hold more than 50% of the voting rights of a company and the offer is for up to such number of shares as would take the holding of voting rights to not more than 75% of the voting rights of the company, or such higher percentage as the Listing Rules may permit. |
所有部分要約，必須獲…整句翻译 |
| 28.2 Acquisitions prior to the offer |
28.2 在要約前取得投票…整句翻译 |
| If a partial offer may result in the offeror obtaining or consolidating control in the manner described under Rule 26.1, the Executive’s consent under Rule 28.1 will not normally be granted if the offeror or persons acting in concert with it have acquired voting rights in the offeree company during the 6 months prior to the commencement of an offer period. |
如果部分要約可引致要…整句翻译 |
| 28.3 Acquisitions during and after the offer |
28.3 在要約期內及要約…整句翻译 |
| In all partial offers, the offeror and persons acting in concert with it may not acquire voting rights in the offeree company during the offer period. In cases of successful partial offers where the offeror obtains or consolidates control in the manner described under Rule 26.1, neither the offeror, nor any person who acted in concert with the offeror in the course of the partial offer, nor any person who is subsequently acting in concert with any of them, may, except with the consent of the Executive, acquire voting rights of the offeree company during the 12 month period immediately following the end of the offer period. Rule 31.3 does not apply to partial offers. See also Rule 31.2. |
在所有部分要約中，要…整句翻译 |
| Note to Rule 28.3: |
規則28.3的註釋：…整句翻译 |
| Discretionary clients |
全權委託客户…整句翻译 |
| Dealings for discretionary clients by fund managers connected with the offeror, unless they are exempt fund managers, may be relevant (see Rule 21.6). |
除獲豁免基金經理外，…整句翻译 |
| 28.4 No extension of closing date |
28.4 截止日期不得推遲…整句翻译 |
| Rule 15 normally applies to partial offers. If on a closing day acceptances received exceed the precise number of shares stated in the offer document under Rule 28.7, subject to the application of Rule 28.5, the offeror must declare the partial offer unconditional as to acceptances and comply with Rule 15.3 by extending the final closing day to the 14th day thereafter. The offeror cannot further extend the final closing day. If the acceptance condition is fulfilled an offeror may also declare a partial offer unconditional as to acceptances prior to the first closing day, provided that he fully complies with Rule 15.3. The offeror cannot extend the final closing day to a day beyond the 14th day after the first closing day. The offer document must contain specific and prominent reference to the requirements in this Rule 28.4. |
規則15通常適用於部分…整句翻译 |
| 28.5 Offer for 30% or more requires independent approval |
28.5 就30%或以上的投…整句翻译 |
| Any offer which could result in the offeror holding 30% or more of the voting rights of a company must normally be conditional, not only on the specified number of acceptances being received, but also on approval of the offer, signified by means of a separate box on the form of acceptance specifying the number of shares in respect of which the offer is approved, being given by shareholders holding over 50% of the voting rights not held by the offeror and persons acting in concert with it. This requirement may be waived if over 50% of the voting rights of the offeree company are held by one independent shareholder who has indicated his approval under this Rule 28.5. |
任何要約如果可引致要…整句翻译 |
| 28.6 Control position warning |
28.6 控制局面的提示…整句翻译 |
| In the case of a partial offer which could result in the offeror holding more than 50% of the voting rights of the offeree company, the offer document must contain specific and prominent reference to this and to the fact that, if the offer succeeds, the offeror will be free, subject to Rule 28.3, to acquire further shares without incurring any obligation to make a general offer. |
如果部分要約可引致要…整句翻译 |
| 28.7 Precise number of shares to be stated |
28.7 須說明準確的股份…整句翻译 |
| A partial offer must be made for a precise number of shares, such number must be stated, and the offer may not be declared unconditional as to acceptances unless acceptances are received for not less than that number. |
在部分要約中，要約股…整句翻译 |
| 28.8 Pro rata entitlement |
28.8 按比例接納…整句翻译 |
| Partial offers 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 him to obtain the total number of shares for which he has offered. |
部分要約必須向有關類…整句翻译 |
| 28.9 Comparable offer |
28.9 同等基礎的要約…整句翻译 |
| When an offer is made for a company with more than one class of equity share capital which could result in the offeror holding shares carrying 30% or more of the voting rights, a comparable offer must be made for each other class. |
如果要約是就具有一類…整句翻译 |
| Notes to Rule 28: |
規則28的註釋：…整句翻译 |
| 1. Cross reference to Rule 20.1(b) |
1. 與規則20.1(b)的互…整句翻译 |
| Reference is made to Rule 20.1(b) which prescribes the timing of acquisition of and payment for shares represented by acceptances in a partial offer. |
請參閱規則20.1(b)，該…整句翻译 |
| 2. Odd lots |
2. 碎股…整句翻译 |
| As far as practicable an offeror in a partial offer should arrange its acceptance procedures to minimise the number of existing and new odd lot shareholdings. |
在切實可行的範圍內，…整句翻译 |
| RULE 29 |
规则29…整句翻译 |
| 29. Proxies |
29. 代表…整句翻译 |
| An offeror may not require a shareholder as a term of his acceptance of an offer to appoint a particular person as his proxy to vote in respect of his shares in the offeree company or to appoint a particular person to exercise any other rights or take any other action in relation to those shares unless the appointment is on the following terms, which must be set out in the offer document:– |
要約人不可要求股東委…整句翻译 |
| (a) the proxy may not vote, the rights may not be exercised and no other action may be taken unless the offer is unconditional or, in the case of voting by the proxy, it will become unconditional or lapse immediately upon the outcome of the resolution in question; |
(a) 除非要約是無條件…整句翻译 |
| (b) where relevant, the votes are to be cast as far as possible to satisfy any outstanding condition of the offer; |
(b) 凡在適當情況下，…整句翻译 |
| (c) the appointment ceases to be valid if the acceptance is withdrawn; and |
(c) 如果撤回接納要約…整句翻译 |
| (d) the appointment applies only to shares assented to the offer. |
(d) 該項委任只適用於…整句翻译 |
| RULE 30 |
規則30…整句翻译 |
| 30. Conditions |
30. 條件…整句翻译 |
| 30.1 Subjective conditions |
30.1 主觀條件…整句翻译 |
| An offer must not normally be made subject to conditions which depend on judgements by the offeror or the fulfilment of which is in its hands. |
要約通常不得附帶主觀…整句翻译 |
| Notes to Rule 30.1: |
規則30.1的註釋：…整句翻译 |
| 1. An element of subjectivity |
1. 主觀因素…整句翻译 |
| The Executive may be prepared to accept an element of subjectivity in certain special circumstances where it is not practicable to specify all the factors on which satisfaction of a particular condition may depend, especially in cases involving official authorisations, the granting of which may be subject to additional material obligations for the offeror. It would also normally be acceptable in an announcement for an offer to be expressed as being conditional on statements or estimates being appropriately verified. |
在若干特殊情況下，要…整句翻译 |
| 2. Invoking conditions |
2. 援引條件…整句翻译 |
| An offeror should not invoke any condition, other than the acceptance condition, so as to cause the offer to lapse unless the circumstances which give rise to the right to invoke the condition are of material significance to the offeror in the context of the offer. |
除接納條件外，要約人…整句翻译 |
| 3. Listing conditions |
3. 上市條件…整句翻译 |
| Except with the consent of the Executive, where securities are offered as consideration and it is intended that they should be listed on the Stock Exchange, the relevant listing condition should be in terms which ensure that it is capable of being satisfied only when the decision of the Stock Exchange to admit the securities to listing has been approved by the Stock Exchange. |
除非執行人員同意，若…整句翻译 |
| 30.2 Acceptance condition |
30.2 接納條件…整句翻译 |
| Except with the consent of the Executive, all offers, except partial offers made under Rule 28, shall be conditional upon the offeror having received acceptances in respect of shares which, together with shares acquired or agreed to be acquired before or during the offer, will result in the offeror and persons acting in concert with it holding more than 50% of the voting rights of the offeree company. |
除非執行人員同意，所…整句翻译 |
| A voluntary offer may be made conditional on an acceptance level of shares carrying a higher percentage of the voting rights. |
自願要約可附帶以下條…整句翻译 |
| Mandatory offers made under Rule 26 shall be subject to no other conditions, whether as to minimum or maximum levels of acceptances required to be received or otherwise. It follows that the offer should be unconditional where the offeror and persons acting in concert with it hold more than 50% of the voting rights before such offer is made. |
在規則26下作出的強制…整句翻译 |
| Notes to Rule 30.2: |
規則30.2的註釋：…整句翻译 |
| 1. Acceptances |
1. 要約接納書…整句翻译 |
| An acceptance may not be counted towards fulfilling an acceptance condition unless:– |
除非符合以下情況，要…整句翻译 |
| (a) it is received by the offeror’s receiving agent on or before the last time for acceptance set out in the offeror’s relevant document or announcement and the offeror’s receiving agent has recorded that the acceptance and any relevant documents required by this Note have been so received; and |
(a) 要約人的接收代理…整句翻译 |
| (b) the acceptance form is duly completed and is:– |
(b) 接納表格已填妥，…整句翻译 |
| (i) accompanied by share certificates in respect of the relevant shares and, if those certificates are not in the name of the acceptor, such other documents (e.g. a duly stamped transfer of the relevant shares in blank or in favour of the acceptor executed by the registered holder) in order to establish the right of the acceptor to become the registered holder of the relevant shares; or |
(i) 連同有關股份的股…整句翻译 |
| (ii) from a registered holder or his personal representatives (but only up to the amount of the registered holding and only to the extent that the acceptance relates to shares which are not taken into account under another subparagraph of this paragraph (b)); or |
(ii) 由登記持有人或其…整句翻译 |
| (iii) certified by the offeree company’s registrar or the Stock Exchange. |
(iii) 由受要約公司的…整句翻译 |
| If the acceptance form is executed by a person other than the registered holder, appropriate evidence of authority (e.g. grant of probate or certified copy of a power of attorney) must be produced. |
如果接納表格由登記持…整句翻译 |
| 2. Offeror’s receiving agent’s certificate |
2. 要約人的接收代理人…整句翻译 |
| Before an offer may become or be declared unconditional as to acceptances, the offeror’s receiving agent must have issued a certificate to the offeror or its financial adviser which states the number of acceptances which have been received which comply with Note 1 to this Rule 30.2 and the number of shares otherwise acquired, whether before or during an offer period. |
在要約就接納而言可成…整句翻译 |
| Copies of the receiving agent’s certificate must be sent to the Executive and the offeree company’s financial adviser by the offeror or his financial adviser as soon as possible after it is issued. |
該接收代理人的證明書…整句翻译 |
| 3. Convertible securities, warrants and options |
3. 可轉換證券、認股權…整句翻译 |
| For purposes of the 50% acceptance condition, the Executive should be consulted regarding the offeror’s ability to count voting rights attached to shares issuable upon the exercise of conversion or subscription rights attached to convertible securities, warrants or options which the offeror acquires during the offer period. The Executive will normally allow the offeror to count such voting rights for this purpose provided he discloses his intention to do so in the announcement and offer document and first takes all steps which he is required to take to exercise such conversion or subscription rights for all purposes. Such voting rights would then be considered to be outstanding for the purpose of calculating the 50% acceptance condition. |
就50%接納條件的目的而…整句翻译 |
| 4. Information to offeror during offer period and extension of offer to new shares |
4. 要約期內向要約人提…整句翻译 |
| See the Notes to Rule 6 for information about the offeree company’s share capital which is to be supplied to an offeror, and the offeror’s obligations in relation to new shares. |
就須向要約人提供有關…整句翻译 |
| 5. Dispensation from 50% acceptance condition |
5. 豁免50%接納條件…整句翻译 |
| The Executive may in exceptional circumstances permit an offer to be subject to acceptance by holders of shares carrying less than 50% of the voting rights. |
執行人員在特殊情況下…整句翻译 |
| 6. New shares |
6. 新股…整句翻译 |
| For the purpose of the acceptance condition, the offeror must take account of all shares carrying voting rights which are unconditionally allotted or issued before the offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise. If in any case, for example, as a result of a rights issue, shares have been allotted in renounceable form (even if provisionally), the Executive should be consulted. |
就接納條件而言，要約…整句翻译 |
| 7. Purchases |
7. 購買…整句翻译 |
| A purchase of shares by an offeror or a person acting in concert with the offeror may be counted towards fulfilling an acceptance condition. For this purpose, a purchase made through the Stock Exchange in the normal course of trading securities on the Stock Exchange and with no prearrangement or collusion between the parties to such transaction or their agents may be counted from the time of such dealing on the Stock Exchange. In all other cases, the purchase may be counted if and when the purchase is fully completed and settled. In the event that a purchase made through the Stock Exchange is not fully settled in accordance with the rules of the Stock Exchange, the Executive may require the offeror and/or its concert parties to take such action as the Executive may determine is appropriate in the circumstances, which may include the issue of a correcting announcement. |
要約人或與要約人一致…整句翻译 |
| RULE 31 |
規則31…整句翻译 |
| 31. Restrictions following offers and possible offers |
31. 繼要約及可能要約…整句翻译 |
| 31.1 Delay before subsequent offer |
31.1 禁止再作出要約的…整句翻译 |
| (a) Except with the consent of the Executive, where an offer has been announced or posted but has not become or been declared unconditional, and has been withdrawn or has lapsed, neither the offeror nor any person who acted in concert with it in the course of the original offer, nor any person who is subsequently acting in concert with any of them, may within 12 months from the date on which such offer is withdrawn or lapses either:– |
(a) 凡要約已經宣布或…整句翻译 |
| (i) announce an offer or possible offer for the offeree company (including a partial offer which could result in the offeror holding shares carrying 30% or more of the voting rights of the offeree company), or |
(i) 公布就受要約公司…整句翻译 |
| (ii) acquire any voting rights of the offeree company if the offeror or persons acting in concert with it would thereby become obliged under Rule 26 to make an offer. |
(ii) 取得受要約公司的…整句翻译 |
| (b) The restrictions in this Rule 31.1 may also apply, for a period of 6 months, where a person, having made an announcement which, although not amounting to the announcement of an offer, raises or confirms the possibility that an offer might be made, does not announce a firm intention either to make, or not to make, an offer within a reasonable time thereafter. |
(b) 凡有任何人作出公…整句翻译 |
| (c) Where a person makes an announcement that he does not intend to make an offer for a company, the restrictions in this Rule 31.1 will normally apply for 6 months unless there is a material change of circumstances or there has occurred an event which the person specified in his announcement as an event which would enable it to be set aside. Such an announcement must be as clear and unambiguous as possible. If a person intends to include in an announcement specific reservations to set it aside, he should consult the Executive in advance of issuing such an announcement. |
(c) 凡任何人作出公布…整句翻译 |
| 31.2 Partial offers |
31.2 部分要約…整句翻译 |
| (a) The restrictions in Rule 31.1(a) also apply following a partial offer:– |
(a) 規則31.1(a)的限制…整句翻译 |
| (i) for not less than 30% and not more than 50% of the voting rights of the offeree company whether or not the offer has become or been declared unconditional. When such an offer has become or been declared unconditional, the period of 12 months runs from that date; |
(i) 就受要約公司不少…整句翻译 |
| (ii) for more than 50% of the voting rights of the offeree company which has not become or been declared unconditional; and |
(ii) 就受要約公司50%…整句翻译 |
| (iii) for less than 30% of the voting rights of the offeree company which has not become or been declared unconditional. |
(iii) 就受要約公司少…整句翻译 |
| (b) The restrictions in Rule 31.1(b) also apply following a partial offer which could only result in a holding of less than 30% of the voting rights of the offeree company which has become or been declared wholly unconditional. |
(b) 凡只能引致持有受…整句翻译 |
| (c) The restrictions in Rule 31.1(c) also apply where a person makes an announcement that he does not intend to make a partial offer for a company. |
(c) 凡任何人作出公布…整句翻译 |
| Notes to Rules 31.1 and 31.2: |
規則31.1及31.2的註釋…整句翻译 |
| 1. Recommended and competing offers |
1. 推薦接納的要約及競…整句翻译 |
| The Executive will normally grant consent under Rules 31.1 and 31.2 when:– |
執行人員對於以下的要…整句翻译 |
| (a) the new offer is recommended by the board of the offeree company and the offeror is not, or is not acting in concert with, a director or substantial shareholder of the offeree company. Such consent will not normally be granted within 3 months of the lapsing of an earlier offer in circumstances where the offeror was prevented from revising or extending its previous offer as a result of a no increase statement or a no extension statement; |
(a) 新要約由受要約公…整句翻译 |
| (b) the new offer follows the announcement of an offer by a third party for the offeree company; or |
(b) 新要約是在第三者…整句翻译 |
| (c) the new offer follows the announcement by the offeree company of a “whitewash” proposal (see Note 1 on dispensations from Rule 26) or of a reverse takeover (see Note 2 to Rule 2.4) which has not failed or lapsed or been withdrawn. |
(c) 新要約是在受要約…整句翻译 |
| 2. Rule 31.1 (b) |
2. 規則31.1(b)…整句翻译 |
| Paragraph (b) of Rule 31.1 applies irrespective of the precise wording of the announcement and the reason it was made. For example, it is relevant in the case of an announcement that a person is “considering his options” if, in all the circumstances, those options may reasonably be understood to include the making of an offer. However, the Executive envisages that this provision will only be applied occasionally and usually only if the Executive is persuaded by the potential offeree company that the damage to its business from the uncertainty outweighs the disadvantage to its shareholders of losing the prospect of an offer. |
不論公布的確實字眼及…整句翻译 |
| The question as to what is “a reasonable time” has to be determined by reference to all the circumstances of the case: the stage which the offeror’s preparations had reached at the time the announcement was made is likely to be relevant. |
至於何謂“合理時間”…整句翻译 |
| 3. Privatisation offers |
3. 私有化要約…整句翻译 |
| In cases of unsuccessful privatisation offers, the offeror will normally be precluded from buying any shares in the offeree company within 12 months of the offer lapsing if the result would be that the listing of the offeree company’s shares on the Stock Exchange would be discontinued, unless previously approved by shareholders in accordance with the Listing Rules. |
如果私有化要約不成功…整句翻译 |
| 4. Transactions conditional on not incurring a general offer obligation |
4. 不會招致全面要約責…整句翻译 |
| Where a person announces a transaction that is subject to a condition that he does not incur a general offer obligation, Rule 31.1 will apply in the following circumstances:– |
凡任何人宣布一項交易…整句翻译 |
| (a) if such person does not reserve the right to waive the condition, Rule 31.1(c) applies; |
(a) 如該人沒有保留寬…整句翻译 |
| (b) if such person reserves the right to waive the condition and does waive it, an offer obligation is incurred and Rule 31.1(a) applies; or |
(b) 如該人保留寬免有…整句翻译 |
| (c) if such person reserves the right to waive the condition and does not waive it, Rule 31.1(c) applies. |
(c) 如該人保留寬免有…整句翻译 |
| 31.3 6 months delay before acquisition above offer price |
31.3 禁止6個月內以高…整句翻译 |
| Except with the consent of the Executive, if a person, together with any person acting in concert with him, holds more than 50% of the voting rights of a company, neither that person nor any person acting in concert with him may, within 6 months after the end of the offer period of any previous offer made by him to the shareholders of that company which became or was declared unconditional, make a second offer to, or acquire any shares from, any shareholder in that company at a higher price than that made available under the previous offer. For this purpose the value of a securities exchange offer shall be calculated as at the day the offer became, or was declared, unconditional. |
如果某人連同與其一致…整句翻译 |
| Notes to Rule 31.3: |
規則31.3的註釋：…整句翻译 |
| 1. Issue of new shares |
1. 新股發行…整句翻译 |
| For the avoidance of doubt the issue of new shares by placing, subscription or in exchange for assets does not need the consent of the Executive under this Rule 31.3. |
為免生疑問，透過配售…整句翻译 |
| 2. Convertible securities, warrants and options |
2. 可轉換證券、認股權…整句翻译 |
| The acquisition of convertible securities, warrants or options convertible or exercisable into existing shares in a company at a price, based on the acquisition price and the relevant conversion and exercise terms, above the offer price may be relevant for the purposes of this Rule 31.3. In any such case, the Executive must be consulted. |
根據購入價及有關的轉…整句翻译 |
| The exercise of convertible securities, warrants or options will be considered to be an acquisition of shares for the purpose of this Rule 31.3. |
就本規則31.3而言，行…整句翻译 |
| 31.4 Restrictions on dealings by a competing offeror whose offer has lapsed |
31.4 就所作要約已失去…整句翻译 |
| Except with the consent of the Executive, where an offer made by one of two or more competing offerors has lapsed, neither that offeror, nor any person acting in concert with that offeror, may acquire shares in the offeree company on terms better than those made available under its lapsed offer until each of the other competing offers has either been declared unconditional in all respects or has itself lapsed. For these purposes, the value of the lapsed offer shall be calculated as at the day the offer lapsed. |
除非執行人員同意，若…整句翻译 |
| 31.5 Requisitioning shareholder meetings after an offer becomes unconditional in all respects |
31.5 於要約在各方面已…整句翻译 |
| Once an offeror requisitions a general meeting after its offer becomes unconditional in all respects to seek to appoint directors of the offeree company: |
當要約人在其要約在各…整句翻译 |
| (i) the offeree board must extend the fullest cooperation and convene the general meeting as soon as possible; and |
(i) 受要約公司董事局…整句翻译 |
| (ii) the offeree board must not, without shareholder approval or consent of the offeror, take or agree to take any action listed in paragraphs (a) to (e) of Rule 4 after the end of the offer period and until the conclusion of such general meeting. |
(ii) 受要約公司董事局…整句翻译 |
| RULE 32 |
規則32…整句翻译 |
| 32. Share repurchases |
32. 股份購回…整句翻译 |
| 32.1 Code implications of share repurchases |
32.1 股份購回與《收購…整句翻译 |
| If as a result of a share repurchase a shareholder’s proportionate interest in the voting rights of the repurchasing company increases, such increase will be treated as an acquisition of voting rights for purposes of the Takeovers Code. As a result, a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of a repurchasing company and thereby become obliged to make a mandatory offer in accordance with Rule 26. If so the Executive should be consulted at the earliest opportunity. In the case of a share repurchase by general offer or an off-market share repurchase, as such terms are defined in the Codes, the Executive will treat an application for a waiver from the requirement to make a mandatory offer in accordance with Rule 26 as if it were an application for a whitewash waiver in accordance with Note 1 on dispensations from Rule 26. The Executive will normally grant such a waiver if:– |
如果因為一項股份購回…整句翻译 |
| (a) the Takeovers Code implications of the share repurchase are disclosed in the repurchasing company’s offer document; |
(a) 該股份購回與《收…整句翻译 |
| (b) the share repurchase is approved in accordance with applicable shareholder approval requirements of the Share Repurchase Code by those shareholders who could not become obliged to make a mandatory offer as a result of the share repurchase; and |
(b) 該項股份購回已獲…整句翻译 |
| (c) a procedure on the lines of that set out in Note 1 on dispensations from Rule 26 of the Takeovers Code and Schedule VI is followed. (See also paragraph 9 of Schedule VI.) |
(c) 有關的程序遵照《…整句翻译 |
| For the purpose of Rule 22, dealings in relevant securities include share repurchases of the relevant securities of a repurchasing company. |
就規則22而言，有關證…整句翻译 |
| Notes to Rule 32.1: |
規則32.1的註釋：…整句翻译 |
| 1. Responsibility for making an offer |
1. 作出要約的責任…整句翻译 |
| If an offer obligation under this Rule 32.1 and Rule 26 is incurred and a dispensation is not granted, the prime responsibility for making the offer will attach to the principal member or members of the group of persons who are acting in concert and who, as a result of a share repurchase, obtain or consolidate control of the repurchasing company. In certain circumstances, the obligation to make such an offer may attach to other members of that group but no such obligation will attach to the company itself. However, the directors of the company and its principal shareholders may, depending on the circumstances, be presumed to be acting in concert unless the contrary is established. |
如果產生在本規則32.1…整句翻译 |
| 2. A shareholder not acting in concert with the directors |
2. 不與董事一致行動的…整句翻译 |
| A shareholder who comes to exceed the limits in Rule 26.1 in consequence of a company’s redemption or purchase of its own shares will not normally incur an obligation to make a mandatory offer unless that shareholder is a director, or the relationship of the shareholder with any one or more of the directors is such that the shareholder is, or is presumed to be, acting in concert with any of the directors. A shareholder who has appointed a representative to the board of the company will be treated for these purposes as a director. However, there is no presumption that all the directors (or any two or more directors) are acting in concert solely by reason of a proposed redemption or purchase by the company of its own shares, or the decision to seek shareholders’ authority for any such redemption or purchase. The exception will not normally apply, and an obligation to make a mandatory offer may therefore be imposed, if a shareholder (or any relevant member of a group of shareholders acting in concert) has purchased shares at a time when he had reason to believe that such a redemption or purchase of its own shares by the company would take place. |
任何股東如果因公司贖…整句翻译 |
| 32.2 Redemption or purchase of securities by the offeree company |
32.2 受要約公司贖回或…整句翻译 |
| (a) Shareholders’ approval |
(a) 股東批准…整句翻译 |
| During the course of an offer, or even before the date of the offer if the board of the offeree company has reason to believe that a bona fide offer might be imminent, no redemption or purchase by the offeree company of its own securities may, except in pursuance of a contract entered into earlier, be effected without the approval of the shareholders at a general meeting. The notice convening the meeting must include information about the offer or anticipated offer. Where an obligation or other special circumstance exists without a formal contract, the Executive must be consulted and its consent to proceed without a shareholders’ meeting obtained (Rule 4 may be relevant). |
在要約過程中，或在要…整句翻译 |
| (b) Public disclosure |
(b) 公開披露…整句翻译 |
| For the purpose of Rule 22, dealings in relevant securities include the redemption or purchase of, or taking or exercising an option over, any of its own relevant securities by the offeree company. The total amount of securities of the relevant class remaining in issue following the redemption or purchase must also be disclosed. |
就規則22而言，有關證…整句翻译 |
| (c) Disclosure in the offeree board circular |
(c) 在受要約公司董事…整句翻译 |
| The offeree board circular must state the amount of relevant securities of the offeree company which the offeree company has redeemed or purchased during the period commencing 6 months prior to the offer period and ending with the latest practicable date prior to the posting of the document, and the details of any such redemptions and purchases, including dates and prices. |
受要約公司董事局通告…整句翻译 |
| 32.3 Redemption or purchase of securities by the offeror company |
32.3 要約公司贖回或購…整句翻译 |
| The offer document must state (in the case of a securities exchange offer only) the amount of relevant securities of the offeror which the offeror has redeemed or purchased during the period commencing 6 months prior to the offer period and the details of any such redemptions and purchases, including dates and prices. |
要約文件必須註明（只…整句翻译 |
| (See also Rule 21.3.) |
（另見規則21.3）…整句翻译 |
| RULE 33 |
規則33…整句翻译 |
| 33. Inducement fees, break fees and standstill agreements |
33. 獎勵費、終止費及…整句翻译 |
| 33.1 Inducement fees or break fees |
33.1 獎勵費或終止費…整句翻译 |
| In all cases where an inducement fee or break fee is proposed, certain safeguards must be observed. In particular, an inducement fee or break fee must be de minimis (normally no more than 1% of the offer value) and the offeree company board and its financial adviser must confirm to the Executive in writing that each of them believes that the fee is in the best interests of shareholders. Any inducement or break fee arrangement must be fully disclosed in the announcement made under Rule 3.5 and in the offer document. Relevant documents must be put on display in accordance with Rule 8. |
凡建議引入獎勵費或終…整句翻译 |
| The Executive should be consulted at the earliest opportunity in all cases where an inducement fee, break fee or any similar arrangement is proposed. |
凡建議引入獎勵費、終…整句翻译 |
| Note to Rule 33.1: |
規則33.1的註釋：…整句翻译 |
| Arrangements to which Rule 33.1 applies |
規則33.1適用的安排…整句翻译 |
| An inducement fee or break fee is an arrangement which may be entered into between an offeror or a potential offeror and the offeree company pursuant to which a cash sum will be payable by the offeree company if certain specified events occur which have the effect of preventing the offer from proceeding or causing it to fail (e.g. the recommendation by the offeree company board of a higher competing offer). |
獎勵費或終止費是要約…整句翻译 |
| This Rule 33.1 will also apply to any other favourable arrangements with an offeror or potential offeror which have a similar or comparable financial or economic effect, even if such arrangements do not actually involve any cash payment. |
本規則33.1同時適用於…整句翻译 |
| Such arrangements will include, for example, penalties, put or call options or other provisions having similar effects, regardless of whether such arrangements are considered to be in the ordinary course of business. In cases of doubt the Executive should be consulted. |
該等安排將包括如罰則…整句翻译 |
| 33.2 Standstill agreements |
33.2 暫停協議…整句翻译 |
| Any agreement between the offeree company and its shareholders or other parties which restricts the ability of, or restrains, any person from making a general offer for the offeree company must be fully disclosed to its shareholders on a timely basis by the board of the offeree company. Failure to do so will normally result in the Executive requiring independent shareholders’ approval of the legal action proposed to be taken by the board of the offeree company to enforce such agreements which could effectively frustrate an offer. A standstill agreement may be relevant for the purpose of considering whether the parties to such agreement are acting in concert. (See Note 6 to the definition of acting in concert.) |
受要約公司與其股東或…整句翻译 |
| RULE 34 |
規則34…整句翻译 |
| 34. Shareholder solicitations |
34. 向股東作出的徵求…整句翻译 |
| 34.1 Information to be used in connection with shareholder solicitations |
34.1 向股東作出徵求行…整句翻译 |
| Any person proposing to solicit proxies, votes or acceptances of offers may only use for such purpose previously published information which remains accurate, and is not misleading at the time it is quoted. |
任何人如擬徵求投票委…整句翻译 |
| 34.2 Soliciting shareholders |
34.2 徵求股東…整句翻译 |
| Except with the consent of the Executive, shareholders, other than institutional shareholders, may only be solicited by staff of the financial adviser to the soliciting person who are fully conversant with the requirements of, and their responsibilities under, the Takeovers Code. |
除非執行人員同意，否…整句翻译 |
| 34.3 Consultation to be encouraged |
34.3 須鼓勵股東作出諮…整句翻译 |
| Shareholders must not be put under pressure and must be encouraged to consult their professional advisers. |
不得對股東施加壓力；…整句翻译 |
| Notes to Rule 34: |
規則34的註釋：…整句翻译 |
| 1. Consent to use other staff |
1. 同意借用其他職員…整句翻译 |
| If it is impossible to use staff of the financial adviser to the soliciting person, the Executive may consent to the use of other people subject to:– |
如果無法借用作出徵求…整句翻译 |
| (a) an appropriate script for staff being approved by the Executive; |
(a) 為職員擬備的適當…整句翻译 |
| (b) the financial adviser carefully briefing the staff prior to the start of the operation and, in particular, stressing:– |
(b) 在行動開始之前，…整句翻译 |
| (i) that staff must not depart from the script; |
(i) 職員的行動不得偏…整句翻译 |
| (ii) that staff must decline to answer questions the answers to which fall outside the information given in the script; and |
(ii) 職員必須拒絕回答…整句翻译 |
| (iii) the staff ’s responsibilities under General Principle 3; and |
(iii) 職員根據一般原…整句翻译 |
| (c) the operation being supervised by the financial adviser. |
(c) 有關行動須由該財…整句翻译 |
| 2. New information |
2. 新資料…整句翻译 |
| If, in spite of this Rule 34, new information is given to some shareholders, such information must immediately be made generally available to shareholders in the manner described in Note 6 to Rule 8.1. |
儘管本規則34有所規定…整句翻译 |
| RULE 35 |
規則35…整句翻译 |
| 35. Dealings by connected exempt principal traders |
35. 關連的獲豁免自營…整句翻译 |
| 35.1 Prohibited dealings |
35.1 禁止進行的交易…整句翻译 |
| An exempt principal trader connected with an offeror or the offeree company must not carry out any dealings with the purpose of assisting the offeror or the offeree company, as the case may be. |
與要約人或受要約公司…整句翻译 |
| Note to Rule 35.1: |
規則35.1的註釋：…整句翻译 |
| Suspension of exempt status |
暫時吊銷獲豁免資格…整句翻译 |
| Any dealings by an exempt principal trader connected with an offeror or the offeree company with the purpose of assisting an offeror or the offeree company, as the case may be, or any dealings outside the specified activities for which it has received exemption, will constitute a serious breach of the Takeovers Code. Accordingly, if the Executive determines that a principal trader has carried out such dealings, it will be prepared to rule that the principal trader should cease to enjoy exempt status for such period of time as the Executive may consider appropriate in the circumstances. |
與要約人或受要約公司…整句翻译 |
| 35.2 Dealings between offerors and connected exempt principal traders An offeror and any person acting in concert with it must not deal as principal with an exempt principal trader connected with the offeror in relevant securities (as defined in Rule 22) of the offeree company during the offer period. To ensure compliance with this Rule 35.2, it may be necessary either for the offeror and any person acting in concert with it to refrain from dealing in relevant securities or for the principal trader to refrain from dealing as a principal in relation to such securities. The Executive must be consulted if a connected exempt principal trader believes that it has grounds to deal in relevant securities where such dealings cannot reasonably be expected to assist the offeror. |
35.2 要約人與關連的獲…整句翻译 |
| 35.3 Assenting securities |
35.3 同意接納要約的證…整句翻译 |
| Securities owned by an exempt principal trader connected with an offeror must not be assented to the offer until the offer becomes or is declared unconditional as to acceptances. |
與要約人有關連的獲豁…整句翻译 |
| 35.4 Voting |
35.4 投票…整句翻译 |
| Securities owned by an exempt principal trader connected with an offeror or the offeree company must not be voted in the context of an offer. |
與要約人或有關受要約…整句翻译 |
| Note to Rule 35: |
規則35的註釋：…整句翻译 |
| Disclosure of dealings |
披露交易…整句翻译 |
| See Rule 22.4. |
見規則22.4。…整句翻译 |
| RULE 36 |
規則36…整句翻译 |
| 36. Obligations of other persons |
36. 其他人士的責任…整句翻译 |
| In addition to the offeror, each of the principal members of a group of persons acting in concert with him may, according to the circumstances of the case, have the obligation to extend an offer. |
除要約人外，與其一致…整句翻译 |
| The prime responsibilities under Rules 23, 24 and 26 normally attach to the person who makes the acquisition which imposes the obligation under the relevant Rule. If such person is not a principal member of the group acting in concert, the relevant obligation may attach to the principal member or members and, in exceptional circumstances, to other members of the group acting in concert. This could include a member of the group who does not hold any shares when the obligation arises. In this context, the Executive will not normally regard the underwriter of a mandatory offer, by virtue of his underwriting alone, as being a member of a group acting in concert and, therefore, responsible for making the offer or any other relevant obligations. |
規則23、24及26的主要…整句翻译 |