| Schedules | 附表*…整句翻译 |
| SCHEDULE I | 附表I…整句翻译 |
| OFFER DOCUMENT FOR TAKEOVERS AND MERGERS | 適用於收購及合併的要…整句翻译 |
| The offer document should contain the following statements in a prominent position:– | 要約文件應在當眼處載…整句翻译 |
| IMPORTANT | 重要提示…整句翻译 |
| If you are in doubt as to any aspect of this offer, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional adviser. | 如果閣下對此項要約有…整句翻译 |
| If you have sold all your shares in ___ you should at once hand this document and the accompanying form to the purchaser or to the licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser. | 如果閣下已將你所持的…整句翻译 |
| Except with the consent of the Executive, the document should include the following information:– | 除非執行人員同意，否…整句翻译 |
| The Offeror | 要約人…整句翻译 |
| 1. The name and address of the offeror and any financial adviser or other person making the offer on behalf of the offeror, and the principal members of the offeror’s concert group. Unless otherwise agreed with the Executive, the offer document must contain a statement as to whether or not any securities acquired in pursuance of the offer will be transferred, charged or pledged to any other persons, together with the names of the parties to any such agreement, arrangement or understanding and particulars of all securities in the offeree company held by such persons, or a statement that no such securities are held. Details, including the terms and conditions of such agreement, arrangement or understanding and any related charges or pledges which may result in the transfer of voting rights, should also be disclosed. | 1. 要約人或代表要約人…整句翻译 |
| 2. If either the offeror or any principal member of its concert group is a company, in respect of such companies the identity of the ultimate controlling shareholders like securitas security, and the names of the directors and the directors of their ultimate parent companies, or where there is a listed company in the chain between such companies and their ultimate parent companies, the directors of such listed company. | 2. 如果要約人或其一致…整句翻译 |
| Intentions regarding the offeree company and its employees | 要約人對於受要約公司…整句翻译 |
| 3. (i) The offeror’s intentions regarding the continuation of the business of the offeree company; | 3. (i) 要約人就繼續經…整句翻译 |
| (ii) the offeror’s intentions regarding any major changes to be introduced in the business, including any redeployment of the fixed assets of the offeree company; | (ii) 要約人就該業務擬…整句翻译 |
| (iii) the long-term commercial justification for the proposed offer; and | (iii) 建議的要約的長…整句翻译 |
| (iv) the offeror’s intentions with regard to the continued employment of the employees of the offeree company and of its subsidiaries. | (iv) 要約人就繼續僱用…整句翻译 |
| Shareholdings and dealings | 持股量及交易…整句翻译 |
| 4. (i) The shareholdings of the offeror in the offeree company; | 4. (i) 要約人在受要約…整句翻译 |
| (ii) the shareholdings in the offeror (in the case of a securities exchange offer only) and in the offeree company in which directors of the offeror are interested; | (ii) 要約人的董事在要…整句翻译 |
| (iii) the shareholdings in the offeror (in the case of a securities exchange offer only) and in the offeree company which any persons acting in concert with the offeror own or control (with the names of such persons acting in concert); | (iii) 與要約人一致行…整句翻译 |
| (iv) the shareholdings in the offeror (in the case of a securities exchange offer only) and in the offeree company owned or controlled by any persons who, prior to the posting of the offer document, have irrevocably committed themselves to accept or reject the offer, together with the names of such persons; and | (iv) 在寄發要約文件前…整句翻译 |
| (v) the shareholdings in the offeror (in the case of a securities exchange offer only) and in the offeree company owned or controlled by a person with whom the offeror or any person acting in concert with the offeror has any arrangement of the kind referred to in Note 8 to Rule 22 of the Takeovers Code. | (v) 與要約人或與要約…整句翻译 |
| If in any of the above categories there are no shareholdings, this fact should be stated. This will not apply to categories (iv) or (v) if there are no such irrevocable commitments or arrangements. | 如並無上述任何一類的…整句翻译 |
| If any party whose shareholdings are required by this paragraph 4 to be disclosed, including a party who has no shareholdings, has dealt for value in the shares in question during the period beginning 6 months prior to the offer period and ending with the latest practicable date prior to the posting of the offer document, the details, including dates and prices, must be stated. If no such dealings have taken place, this fact should be stated. | 如果任何當事人（包括…整句翻译 |
| Notes: | 註釋：…整句翻译 |
| 1. Relevant shareholdings | 1. 有關的持股量…整句翻译 |
| References in this paragraph 4 to shareholdings should be taken to mean:– | 此處第4段對持股量的提…整句翻译 |
| (a) in the case of shareholdings in the offeree company, holdings of:– | (a) 如果屬在受要約公…整句翻译 |
| (i) securities which are being offered for or which carry voting rights; | (i) 正受要約的證券或…整句翻译 |
| (ii) convertible securities, warrants, options and derivatives in respect of (i); and | (ii) 有關第(i)項的可…整句翻译 |
| (b) in the case of shareholdings in the offeror company, holdings of:– | (b) 如果屬在要約公司…整句翻译 |
| (i) equity share capital; | (i) 權益股本；…整句翻译 |
| (ii) securities which carry substantially the same rights as any to be issued as consideration for the offer; and | (ii) 附有與作為要約代…整句翻译 |
| (iii) convertible securities, warrants, options and derivatives in respect of (i) or (ii). | (iii) 關乎第(i)或(ii…整句翻译 |
| 2. Options and derivatives | 2. 期權及衍生工具…整句翻译 |
| Where holdings of options are disclosed, the exercise period and the exercise price must be given. Where dealings involving options are disclosed, the date of taking or granting the option, the number of securities under the option, the exercise period, the exercise price and any option money paid or received must be stated. The exercise of an option must also be disclosed; the date of exercise, the exercise price and any option money paid or received must be stated. | 凡披露期權的持有量，…整句翻译 |
| Where holdings of derivatives are disclosed, the number of reference securities to which they relate (when relevant), the maturity date and the reference price must be given. Where dealings involving derivatives are disclosed, the number of reference securities to which they relate, the date of entering into or closing out of the derivative, the maturity date and the reference price must be stated. In each case, full details must be given so that the nature of the holding or dealing can be fully understood. | 當披露衍生工具的持有…整句翻译 |
| 3. Meaning of “interested” | 3. “擁有權益”的意義…整句翻译 |
| References to directors being “interested” in shareholdings are interpreted in the manner described in Part XV of the Securities and Futures Ordinance (Cap. 571). | 董事在持股量中對“擁…整句翻译 |
| 4. Aggregation | 4. 彙總計算…整句翻译 |
| There may be cases where no useful purpose would be served by listing a large number of transactions. In such cases the Executive will accept in documents some measure of aggregation of dealings by a person provided that no significant dealings are thereby concealed. The following approach is normally acceptable:– | 在某些情況下，列出多…整句翻译 |
| (i) for dealings during the offer period and the month prior to its commencement there should be no aggregation; | (i) 在要約期內及在要…整句翻译 |
| (ii) for dealings in the 2 months prior to that period, purchases and sales in that period can be aggregated on a daily basis; and | (ii) 關於在該期間之前…整句翻译 |
| (iii) for dealings in the 3 months prior to that period, purchases and sales can be aggregated on a weekly basis. | (iii) 關於在該期間之…整句翻译 |
| Purchases and sales should not be netted off and the highest and lowest prices should be stated. A full list of all dealings should be sent to the Executive and should be made available for inspection. | 不應將買入及賣出交易…整句翻译 |
| 5. Irrevocable commitments | 5. 不可撤回承諾…整句翻译 |
| References to irrevocable commitments to accept or reject an offer must make it clear if there are circumstances in which they cease to be binding, for example, if a higher offer is made. | 如果有提述接納或拒絕…整句翻译 |
| 6. Discretionary clients | 6. 全權委託客戶…整句翻译 |
| Shareholdings of the discretionary clients of fund managers connected with an offeror, unless they are exempt fund managers, and their dealings since the commencement of the offer period may be relevant and the Executive should be consulted. | 與要約人有關的基金經…整句翻译 |
| Partial offer | 部分要約…整句翻译 |
| 5. In the case of a partial offer, the reasons for making a partial offer rather than a full offer. | 5. 如屬部分要約，應說…整句翻译 |
| Shares offered for and dividends | 受要約股份及股息…整句翻译 |
| 6. Precise particulars of the securities in respect of which the offer is made and a statement whether they are to be acquired cum or ex any dividend or other distribution which has been or may be declared. | 6. 有關受要約證券的明…整句翻译 |
| 6A. Whether, in the event of a person accepting the offer, the offeror will pay any stamp duty which that person will become liable to pay in respect of the transaction under the Stamp Duty Ordinance (Cap.117) or if the offeror will not so pay the stamp duty, the rate of the stamp duty that such person will become liable to pay in respect of the transaction under that Ordinance. | 6A. 如有人接納要約，…整句翻译 |
| Conditions of offer | 要約條件…整句翻译 |
| 7. The price or other consideration to be paid for the securities. | 7. 須為該等證券支付的…整句翻译 |
| 8. All conditions of the offer and in particular whether the offer is conditional upon acceptances being received in respect of a minimum number and the last day on which the offer can become unconditional as to acceptances. The offer document must include particulars of all documents required, and procedures to be followed, for acceptance of the offer. | 8. 要約的全部條件，特…整句翻译 |
| 9. A statement whether or not the offeror intends to avail itself of any powers of compulsory acquisition. | 9. 聲明要約人是否擬利…整句翻译 |
| Market prices of offeree company’s and offeror’s securities | 受要約公司與要約人的…整句翻译 |
| 10. (a) The closing price on the Stock Exchange (or on a stock exchange where they are listed) of the securities of the offeree company which are the subject of the offer:– | 10. (a) 作為要約對象…整句翻译 |
| (i) on the latest practicable date prior to publication of the offer document; | (i) 刊登要約文件前的…整句翻译 |
| (ii) on the last business day immediately preceding the date of the initial announcement, if any, and on the last business day immediately preceding the date of the offer announcement under Rule 3.5 of the Takeovers Code; and | (ii) 緊接最初公布要約…整句翻译 |
| (iii) at the end of each of the calendar months during the period commencing 6 months preceding the commencement of the offer period and ending on the latest practicable date prior to the posting of the offer document. | (iii) 在由要約期開始…整句翻译 |
| If any of the securities are not so listed, any information available as to the number and price of transactions which have taken place during the period stipulated in (iii) above should be stated together with the source, or an appropriate negative statement. | 如任何有關證券並非如…整句翻译 |
| (b) The highest and lowest closing market prices with the relevant dates during the period commencing 6 months preceding the commencement of the offer period and ending on the latest practicable date prior to the posting of the offer document. | (b) 由要約期開始前6個…整句翻译 |
| (c) If any document issued by the offeror contains a comparison of the value of the offer with previous prices of the offeree company’s securities, a comparison between the current value of the offer and the price of the offeree company’s securities on the last business day prior to the commencement of the offer period must be prominently included, no matter what other comparisons are made. | (c) 如要約人所發出的…整句翻译 |
| Such information should also be provided for securities of the offeror if the consideration for the offer involves such securities. | 如果要約的代價涉及要…整句翻译 |
| Resources for offer | 支付要約的資源…整句翻译 |
| 11. Where the offer consists of, or includes, cash or any other assets except new securities to be issued by the offeror company, the offer document must include confirmation by a financial adviser or by another appropriate independent party that resources are available to the offeror sufficient to satisfy full acceptance of the offer. | 11. 凡要約屬現金要約…整句翻译 |
| Financial information | 財務資料…整句翻译 |
| 12. (a) In the case of a securities exchange offer the following information about the offeror:– | 12. (a) 如果屬證券交…整句翻译 |
| (i) for the last 3 f inancial years for which the information has been published, turnover, net profit or loss before and after taxation, the charge for tax, extraordinary items, exceptional items, minority interests, the amount absorbed by dividends, and earnings and dividends per share; | (i) 已發表資料的前3個…整句翻译 |
| (ii) a statement of the assets and liabilities as shown in the last published audited accounts; | (ii) 最近期發表的經審…整句翻译 |
| (iii) a cash flow statement if provided in the last published audited accounts; | (iii) 現金流動表（如…整句翻译 |
| (iv) any other primary statement shown in the last published audited accounts; | (iv) 顯示在最近期發表…整句翻译 |
| (v) all material changes in the financial or trading position or outlook of the offeror subsequent to the last published audited accounts or a statement that there are no known material changes; | (v) 自最近期發表的經…整句翻译 |
| (vi) details relating to the items referred to in paragraph 12(a)(i) of this Schedule I above in respect of any interim statement or preliminary announcement made since the last published audited accounts; | (vi) 自最近期發表的經…整句翻译 |
| (vii) significant accounting policies together with any points from the notes to the relevant published accounts which are of major relevance to an appreciation of the information contained in paragraphs 12(a)(i) to (vi) of this Schedule I above; | (vii) 主要會計政策，…整句翻译 |
| (viii) details of any qualification contained in the auditors’ report in respect of each of the last 3 financial years or a statement that there is no such qualification; and | (viii) 就對上3個財政…整句翻译 |
| (ix) where, because of a change in accounting policy, figures are not comparable to a material extent, this should be disclosed and the approximate amount of the resultant variation should be stated. | (ix) 凡由於會計政策的…整句翻译 |
| (b) Except for cash offers seeking to privatise the offeree company, and without any waiver of the acceptance condition, all offer documents must contain a description of how the offer is to be financed and the source of the finance. The principal lenders or arrangers of such finance must be named. Where the offeror intends that the payment of interest on, repayment of or security for any liability (contingent or otherwise) will depend to any significant extent on the business of the offeree company, a description of the arrangements contemplated will be required. Where this is not the case, a negative statement to this effect must be made. | (b) 除非屬旨在將受要…整句翻译 |
| Notes: | 註釋：…整句翻译 |
| 1. Where the offeror is a subsidiary company | 1. 如要約人是一家附屬…整句翻译 |
| The Executive will normally look through unlisted subsidiaries in interpreting this paragraph 12 of Schedule I unless, with the approval of the Executive, the subsidiary in question is regarded as being of sufficient substance in relation to the group and the offer. Accordingly if the offeror is part of a group, information will normally be required on the ultimate holding company in the form of group accounts. | 執行人員在詮釋附表I此…整句翻译 |
| 2. Further information requirements | 2. 進一步的資料披露要…整句翻译 |
| If the offeror is not listed on the Stock Exchange, in addition to the above requirements, the Executive would normally expect it to include a general description of the business interests of the offeror and/or other person(s) concerned and details of those assets which the Executive considers may be relevant to the business of the offeree company. | 如要約人並非在聯合交…整句翻译 |
| 3. Partial offers | 3. 部分要約…整句翻译 |
| Where the offer is a partial offer, the offer document must contain the information required under paragraph 12(a) of this Schedule I, whether the consideration is securities or cash. | 如要約屬部分要約，不…整句翻译 |
| Arrangements in connection with offer | 關於要約的安排…整句翻译 |
| 13. Details of any benefit which will be given to any director of the offeree company as compensation for loss of office or otherwise in connection with the offer. | 13. 如果將會就該項要…整句翻译 |
| 14. A statement as to whether or not any agreement, arrangement or understanding (including any compensation arrangement) exists between the offeror or any person acting in concert with it and any of the directors, recent directors, shareholders or recent shareholders of the offeree company having any connection with or dependence upon the offer, and full particulars of any such agreement, arrangement or understanding. | 14. 應載有一項聲明，…整句翻译 |
| 14A. 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 condition to its offer and the consequences of its doing so, including details of any break fees payable as a result. | 14A. 如果要約人是涉及…整句翻译 |
| Takeovers Code obligations | 根據《收購守則》須履…整句翻译 |
| 15. (i) A statement of the obligations of the offeror and the rights of the offeree company shareholders under Rules 15, 16, 17, 19 and 20 of the Takeovers Code. | 15. (i) 應在一項聲明…整句翻译 |
| (ii) The address of the websites on which documents are displayed under Note 1 to Rule 8 of the Takeovers Code. | (ii) 根據《收購守則》…整句翻译 |
| Further information in cases of securities exchange offers | 有關證券交換要約的額…整句翻译 |
| The following additional information should be given by the offeror when it is offering its securities in exchange for the securities of the offeree company: | 如果要約人提出以其證…整句翻译 |
| 16. The nature and particulars of its business and its financial and trading prospects. | 16. 要約人業務的性質…整句翻译 |
| 17. The date and country of its incorporation. | 17. 註冊成立日期及註…整句翻译 |
| 18. The address of its principal office in Hong Kong. | 18. 在香港的主要辦事…整句翻译 |
| 19. The authorised and issued share capital and the rights of the shareholders in respect of capital, dividends and voting. | 19. 法定及已發行股本…整句翻译 |
| 20. Whether or not the securities being offered will rank pari passu with the existing issued securities of the offeror, and if not, a precise description of the rights of the holders of the securities, including as to ranking for dividends and capital. | 20. 提出以供交換的證…整句翻译 |
| 21. Details of shares issued and shares repurchased since the end of the last financial year of the offeror. | 21. 自要約人的上一財…整句翻译 |
| 22. Details of options, warrants and conversion rights affecting shares in the offeror. | 22. 影響要約人股份的…整句翻译 |
| 23. Details of any re-organisation of capital during the 2 financial years preceding the commencement of the offer period. | 23. 要約期開始前的兩…整句翻译 |
| 24. Details of any bank overdrafts or loans, or other similar indebtedness, mortgages, charges, or guarantees or other material contingent liabilities of the offeror and any of its subsidiaries, or, if there are no such liabilities, a statement to that effect. Such details should be as of a date which is not more than 3 months preceding the latest practicable date prior to the posting of the document. | 24. 要約人及其任何附…整句翻译 |
| 25. Details of any material litigation to which the offeror is, or may become, a party. | 25. 要約人作為或可能…整句翻译 |
| 26. Details of every material contract entered into after the date 2 years before the commencement of the offer period, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the offeror or any of its subsidiaries, including particulars of dates, parties, principal terms and conditions and any consideration passing to or from the offeror or any of its subsidiaries. | 26. 於要約期開始前的…整句翻译 |
| 27. How and when the documents of title to the securities will be issued. | 27. 證券的所有權文件…整句翻译 |
| 28. Whether and in what manner the emoluments of the directors of the offeror will be affected by the acquisition of the offeree company or by any other associated transaction. If there will be no effect, this must be stated. | 28. 要約人的董事的酬…整句翻译 |
| Note: | 註釋：…整句翻译 |
| Commissions etc. | 佣金等…整句翻译 |
| Information given under this paragraph 28 should include any alterations to fixed amounts receivable or, as far as practicable, the effect of any factor governing commissions or other variable amounts receivable. Grouping or aggregating the effect of the transaction on the emoluments of several or all of the directors will normally be acceptable. | 根據此處第28段所提供…整句翻译 |
| 29. The effect of full acceptance of the offer upon the offeror’s assets, liabilities, profits and business which may be significant for a proper appraisal of the offer. This does not require a profit forecast to be made. | 29. 要約獲全部接納對…整句翻译 |
| Estimated value of unlisted paper consideration | 非上市票據代價的估計…整句翻译 |
| 30. When the offer involves the issue of unlisted securities, an estimate of the value of such securities by an appropriate adviser, together with the assumptions and methodology used in arriving at the value. | 30. 如要約涉及非上市…整句翻译 |
| No set-off of consideration | 代價不得互相抵銷…整句翻译 |
| 31. A statement to the effect that settlement of the consideration to which any shareholder is entitled under the offer will be implemented in full in accordance with the terms of the offer without regard to any lien, right of set-off, counterclaim or other analogous right to which the offeror may otherwise be, or claim to be, entitled against such shareholder. | 31. 應作出聲明，指出…整句翻译 |
| Note: | 註釋：…整句翻译 |
| Consent to set-off | 同意抵銷…整句翻译 |
| The Executive would only grant consent to an offeror to set-off consideration where a shareholder consents to such set-off or in exceptional circumstances. | 執行人員只會在股東同…整句翻译 |
| Arrangements in relation to dealings | 關於交易的安排…整句翻译 |
| 32. Any arrangements of the kind referred to in the third paragraph of Note 8 to Rule 22 of the Takeovers Code which exist between the offeror, or any person acting in concert with the offeror, and any other person; if there are no such arrangements, this should be stated. If the directors of the offeror or their financial advisers are aware of any such arrangements between any other associate of the offeror and any other person, such arrangements must also be disclosed. | 32. 任何屬《收購守則…整句翻译 |
| SCHEDULE II | 附表II…整句翻译 |
| OFFEREE BOARD CIRCULAR FOR TAKEOVERS AND MERGERS | 適用於收購及合併的受…整句翻译 |
| Except with the consent of the Executive, the offeree board circular should include the following information:– | 除非執行人員同意，否…整句翻译 |
| Views of offeree board | 受要約公司董事局的意…整句翻译 |
| 1. The names of the directors of the offeree company and whether they recommend that the shareholders should accept or reject the offer, or a statement that the directors are unable to make a recommendation (with reasons for the recommendation or for making no recommendation). A copy of the written advice of the offeree company’s financial advisers must also be given. | 1. 受要約公司董事的姓…整句翻译 |
| Notes: | 註釋：…整句翻译 |
| 1. When a board has effective control | 1. 董事局擁有實際控制…整句翻译 |
| A board whose shareholdings confer control over a company which is the subject of an offer must carefully examine the reasons behind the advice it gives to shareholders and must be prepared to explain its decisions publicly. Shareholders in companies which are effectively controlled by the directors must accept that in respect of any offer the attitude of their board will be decisive. | 如果董事局因其持股量…整句翻译 |
| 2. Split boards | 2. 董事局意見分歧…整句翻译 |
| If the board of the offeree company is split in its views on an offer, the directors who are in a minority should also publish their views. The Executive will normally require that these views be circulated by the offeree company. | 如果受要約公司的董事…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, he should not normally be joined with the remainder of the board in the expression of its views on the offer, and the nature of the conflict should be clearly explained to shareholders. | 凡董事有利益衝突，他…整句翻译 |
| 4. Financial adviser’s consent | 4. 財務顧問的同意…整句翻译 |
| The circular must, unless issued by the financial adviser in question, include a statement that the financial adviser has given and not withdrawn his consent to the issue of the circular with the inclusion of his recommendation or opinion in the form and context in which it is included. | 除非該項通告是由上述…整句翻译 |
| 5. Management buy-outs | 5. 管理層收購…整句翻译 |
| If the offer is a management buy-out or similar transaction, a director will normally be regarded as having a conflict of interest where it is intended that he should have any continuing role (whether in an executive or non-executive capacity) in either the offeror or offeree company in the event of the offer being successful. | 如要約屬於管理層收購…整句翻译 |
| 6. Views of the board on the offeror’s plans for the company and its employees | 6. 董事局對要約人有關…整句翻译 |
| The board of the offeree company should, insofar as relevant, comment upon the statements in the offer document regarding the offeror’s intentions in respect of the offeree company and its employees. | 只要是相關的話，受要…整句翻译 |
| Shareholdings and dealings | 持股量及交易…整句翻译 |
| 2. (i) The shareholdings of the offeree company in the offeror; | 2. (i) 受要約公司在要…整句翻译 |
| (ii) the shareholdings in the offeree company and in the offeror in which directors of the offeree company are interested; | (ii) 受要約公司的董事…整句翻译 |
| (iii) the shareholdings in the offeree company and (in the case of a securities exchange offer only) in the offeror owned or controlled by a subsidiary of the offeree company, by a pension fund of the offeree company or of a subsidiary of the offeree company, or by an adviser to the offeree company as specified in class (2) of the definition of associate but excluding exempt principal traders; | (iii) 在受要約公司及…整句翻译 |
| (iv) the shareholdings in the offeree company and (in the case of a securities exchange offer only) in the offeror owned or controlled by a person who has an arrangement of the kind referred to in Note 8 to Rule 22 of the Takeovers Code with the offeree company or with any person who is an associate of the offeree company by virtue of classes (1), (2), (3) and (4) of the definition of associate; | (iv) 由某人在受要約公…整句翻译 |
| (v) except with the consent of the Executive, the shareholdings in the offeree company and (in the case of a securities exchange offer only) in the offeror which are managed on a discretionary basis by fund managers (other than exempt fund managers) connected with the offeree company (the beneficial owner need not be named); and | (v) 在受要約公司的持…整句翻译 |
| (vi) whether the directors of the offeree company intend, in respect of their own beneficial shareholdings, to accept or reject the offer. | (vi) 受要約公司的董事…整句翻译 |
| If in any of the above categories, other than category (v), there are no shareholdings, then this fact should be stated. This will not apply to category (iv) above if there are no such arrangements. | 如果並無上述任何一類…整句翻译 |
| If any person whose shareholdings are required by categories (i) or (ii) above to be disclosed (whether there is an existing holding or not) has dealt for value in the shares in question during the period beginning 6 months prior to the offer period and ending with the latest practicable date prior to the posting of the offeree board circular, the details, including dates and prices, must be stated. | 如果任何人其持股量按…整句翻译 |
| If any person whose shareholdings are required by categories (iii), (iv) or (v) above to be disclosed (whether there is an existing holding or not) has dealt for value in the shares in question during the offer period and ending with the latest practicable date prior to the posting of the offeree board circular, the details, including dates and prices, must be stated. | 如果任何人其持股量按…整句翻译 |
| In all cases, if no such dealings have taken place this fact should be stated. | 在所有情況下，如果並…整句翻译 |
| Notes: | 註釋：…整句翻译 |
| 1. When directors resign | 1. 當董事辭職…整句翻译 |
| When, as part of the transaction leading to an offer being made, some or all of the directors of the offeree company resign, the foregoing requirements of this paragraph 2 of Schedule II apply to them and their shareholdings and dealings must be disclosed in the offeree board circular in the usual way. | 當作為引致作出一項要…整句翻译 |
| 2. Arrangements in relation to dealings | 2. 有關交易的安排…整句翻译 |
| The circular from the offeree board advising shareholders on an offer, whether recommending acceptance or rejection of the offer, must disclose any arrangements of the kind referred to in the third paragraph of Note 8 to Rule 22 of the Takeovers Code which exist between the offeree company, or any person who is an associate of the offeree company by virtue of classes (1), (2), (3) or (4) of the definition of associate, and any other person; if there are no such arrangements, this should be stated. If the directors or their financial advisers are aware of any such arrangements between any other associate of the offeree company and any other person, such arrangements must also be disclosed. | 由受要約公司董事局為…整句翻译 |
| 3. Notes to paragraph 4 of Schedule I | 3. 附表I第4段的註釋…整句翻译 |
| The Notes to paragraph 4 of Schedule I apply equally to this paragraph 2 of Schedule II. | 附表I第4段的註釋同樣…整句翻译 |
| Share capital of offeree company | 受要約公司的股本…整句翻译 |
| 3. The authorised and issued share capital and the rights of the shareholders in respect of capital, dividends and voting. | 3. 法定及已發行股本及…整句翻译 |
| 4. The number of shares issued since the end of the last financial year of the offeree company. | 4. 該受要約公司自上一…整句翻译 |
| 5. Details of options, warrants and conversion rights affecting shares in the offeree company. | 5. 影響受要約公司股份…整句翻译 |
| Financial information | 財務資料…整句翻译 |
| 6. (a) The following information about the offeree company:- | 6. (a) 下列有關受要約…整句翻译 |
| (i) for the last 3 f inancial years for which the information has been published, turnover, net profit or loss before and after taxation, the charge for tax, extraordinary items, exceptional items, minority interests, the amount absorbed by dividends, and earnings and dividends per share; | (i) 已發表資料的前3個…整句翻译 |
| (ii) a statement of the assets and liabilities shown in the last published audited accounts; | (ii) 最近期發表的經審…整句翻译 |
| (iii) a cash flow statement if provided in the last published audited accounts; | (iii) 現金流動表（如…整句翻译 |
| (iv) any other primary statement shown in the last published audited accounts; | (iv) 顯示在最近期發表…整句翻译 |
| (v) all material changes in the financial or trading position or outlook of the offeree company subsequent to the last published audited accounts or a statement that there are no known material changes; | (v) 在最近期發表的經…整句翻译 |
| (vi) details relating to items referred to in paragraph 6(a)(i) of this Schedule II above in respect of any interim statement or preliminary announcement made since the last published audited accounts; | (vi) 在最近期發表的經…整句翻译 |
| (vii) significant accounting policies together with any points from the notes to the relevant published accounts which are of major relevance to an appreciation of the information contained in paragraphs 6(a)(i) to (vi) of this Schedule II above; and | (vii) 主要會計政策，…整句翻译 |
| (viii) details of any qualification contained in the auditors’ report in respect of each of the last 3 financial years or a statement that there is no such qualification. | (viii) 就對上3個財政…整句翻译 |
| (b) Where, because of a change in accounting policy, figures are not comparable to a material extent, this should be disclosed and the approximate amount of the resultant variation should be stated. | (b) 凡由於會計政策的…整句翻译 |
| 7. Details of any bank overdrafts or loans, or other similar indebtedness, mortgages, charges, or guarantees or other material contingent liabilities of the offeree company and any of its subsidiaries, or, if there are no such liabilities, a statement to that effect. Such details should be as of a date which is not more than 3 months preceding the latest practicable date prior to the posting of the document. | 7. 受要約公司及其任何…整句翻译 |
| 8. Details of any material litigation to which the offeree company is, or may become, a party. | 8. 該受要約公司作為或…整句翻译 |
| Material contracts | 重大合約…整句翻译 |
| 9. Details of every material contract entered into after the date 2 years before the commencement of the offer period, not being a contract entered into in the ordinary course of business carried on or intended to be carried on by the offeree company or any of its subsidiaries, including particulars of dates, parties, principal terms and conditions and any consideration passing to or from the offeree company or any of its subsidiaries. | 9. 於要約期開始前的兩…整句翻译 |
| Arrangements affecting directors | 影響董事的安排…整句翻译 |
| 10. Details of any benefit to be given to any director of the offeree company as compensation for loss of office or otherwise in connection with the offer. | 10. 如果將須就該項要…整句翻译 |
| 11. Details of any agreement or arrangement between any director of the offeree company and any other person which is conditional on or dependent upon the outcome of the offer or otherwise connected with the offer. | 11. 如果受要約公司的…整句翻译 |
| 12. Details of any material contract entered into by the offeror in which any director of the offeree company has a material personal interest. | 12. 在要約人訂立的重…整句翻译 |
| Directors’ service agreements | 董事服務合約…整句翻译 |
| 13. Details of any service contracts with the offeree company or any of its subsidiaries or associated companies in force for directors of the offeree company: | 13. 受要約公司的董事…整句翻译 |
| (i) which (including both continuous and fixed term contracts) have been entered into or amended within 6 months before the commencement of the offer period; | (i) 該等合約在要約期…整句翻译 |
| (ii) which are continuous contracts with a notice period of 12 months or more; or | (ii) 該等合約是通知期…整句翻译 |
| (iii) which are fixed term contracts with more than 12 months to run irrespective of the notice period. | (iii) 該等合約是有效…整句翻译 |
| For disclosures made under paragraph (i), particulars must be given of the earlier contracts (if any) which have been replaced or amended as well as the current contracts. | 就根據第(i)段作出的披…整句翻译 |
| If no disclosures are required to be made under this paragraph, this should be stated. | 如毋須根據本段作出披…整句翻译 |
| Notes: | 註釋：…整句翻译 |
| 1. Particulars to be disclosed:– | 1. 須予披露的詳情：－…整句翻译 |
| (a) the name of the director under contract; | (a) 合約內董事的姓名…整句翻译 |
| (b) the expiry date of the contract; | (b) 合約屆滿日期；…整句翻译 |
| (c) the amount of fixed remuneration payable under the contract, excluding arrangements for pension payments; and | (c) 合約規定須支付的…整句翻译 |
| (d) the amount of any variable remuneration payable under the contract (e.g. commission on profits) with details of the formula for calculating such remuneration. | (d) 合約規定須支付的…整句翻译 |
| Where there is more than one contract, a statement of the aggregate remuneration payable is normally regarded as fulfilling the requirements under (c) of this Note, except to the extent that this method would conceal material anomalies which ought to be disclosed (e.g. because one director is remunerated at a very much higher rate than the others). In cases where contracts have been replaced or amended, however, the particulars of remuneration payable under both the existing and the earlier contracts must relate to each individual separately. | 凡有一份以上的合約，…整句翻译 |
| 2. Recent increases in remuneration | 2. 報酬近期的增幅…整句翻译 |
| The Executive will regard as an amendment to a service contract any case where the remuneration of an offeree company director (with a service contract with more than 12 months to run) is increased materially within 6 months of the date of the offeree board circular. Therefore, any such material increase must be disclosed in the offeree board circular and the current and previous levels of remuneration stated. | 如果受要約公司董事（…整句翻译 |
| 14. The address of the websites on which documents are displayed under Note 1 to Rule 8 of the Takeovers Code. | 14. 根據《收購守則》…整句翻译 |
| SCHEDULE III | 附表III…整句翻译 |
| OFFER DOCUMENT FOR SHARE REPURCHASES BY GENERAL OFFER | 適用於透過全面要約進…整句翻译 |
| Except with the consent of the Executive, the offer document should contain in a prominent position the following statements:– | 除非執行人員同意，否…整句翻译 |
| IMPORTANT | 重要提示…整句翻译 |
| If you are in doubt as to any aspect of this offer, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional adviser. | 如果閣下對此項要約有…整句翻译 |
| If you have sold all your shares in ___ you should at once hand this document and the accompanying form to the purchaser or the licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser. | 如果閣下已將你所持的…整句翻译 |
| The offer document should include the following information:– | 要約文件應包括下列資…整句翻译 |
| The offeror | 要約人…整句翻译 |
| 1. The date when the document is despatched, the name and address of the offeror and any financial adviser or other person making the offer on behalf of the offeror, and the principal members of the offeror’s concert group. | 1. 文件發送的日期、要…整句翻译 |
| Intentions of offeror | 要約人的意向…整句翻译 |
| 2. The offeror’s intention, if any, to rely upon section 168B of the Companies Ordinance (Cap. 32) or any comparable provision of applicable company law. | 2. 要約人是否有意引用…整句翻译 |
| 3. The offeror’s intention, if any, to continue to meet the public float requirements of Rule 8.08 of the Listing Rules. | 3. 要約人是否有意繼續…整句翻译 |
| Intentions of potential new controlling shareholder | 可能的持有控制權的新…整句翻译 |
| 4. The Takeovers Code implications of the proposed share repurchase and, if the repurchase could result in a change of control, as that term is defined in the Takeovers Code, the intentions of the potential new controlling shareholder(s) as regards:– | 4. 建議的股份購回在何…整句翻译 |
| (a) the continuation of the business of the offeror; | (a) 是否繼續經營要約…整句翻译 |
| (b) any major changes to be introduced to the offeror’s business, including any redeployment of fixed assets; and | (b) 就要約人的業務擬…整句翻译 |
| (c) the continued employment of the employees of the offeror and its subsidiaries. | (c) 是否繼續僱用要約…整句翻译 |
| Shareholdings and dealings | 持股量及交易…整句翻译 |
| 5. (i) The shareholdings in the offeror in which directors of the offeror are interested; | 5. (i) 要約人的董事在…整句翻译 |
| (ii) the shareholdings in the offeror in which any persons acting in concert with the directors of the offeror are interested (with the names of such persons acting in concert); | (ii) 與要約人的董事一…整句翻译 |
| (iii) the shareholdings in the offeror in which any persons who, prior to the posting of the offer document, have irrevocably committed themselves to accept or reject the offer are interested, together with the names of such persons; and | (iii) 在寄發要約文件…整句翻译 |
| (iv) the shareholdings of each shareholder of the offeror which holds 10% or more of the voting rights of the offeror; | (iv) 每位持有要約人1…整句翻译 |
| and the percentage which such numbers represent of the offeror’s outstanding share capital and the identity of each such person. | 以及上述數目的證券在…整句翻译 |
| If in any of the above categories there are no shareholdings, this fact should be stated. This will not apply to categories (iii) or (iv) if there are no such irrevocable commitments or shareholders. | 如果並無上述任何一類…整句翻译 |
| If any party whose shareholdings are required by this paragraph 5 to be disclosed, including a party who has no shareholdings, has dealt for value in the shares in question during the period beginning 6 months prior to the offer period and ending with the latest practicable date prior to the posting of the offer document, the details, including dates and prices, must be stated. If no such dealings have taken place, this fact should be stated. This will not apply to category (iv) above. | 如果任何當事人（包括…整句翻译 |
| Notes: | 註釋：…整句翻译 |
| 1. Relevant shareholdings | 1. 有關持股量…整句翻译 |
| References in this paragraph 5 to shareholdings should be taken to mean holdings of:– | 此處第5段對持股量的提…整句翻译 |
| (i) securities which are being offered for or which carry voting rights; and | (i) 正受要約證券或附…整句翻译 |
| (ii) convertible securities, warrants, options and derivatives in respect of (i). | (ii) 有關第(i)項的可…整句翻译 |
| 2. Notes to paragraph 4 of Schedule I | 2. 附表I第4段的註釋…整句翻译 |
| Notes 2 to 6 to paragraph 4 of Schedule I apply equally to this paragraph 5 of Schedule III. | 附表I第4段註釋2至6同…整句翻译 |
| 6. Where known after reasonable inquiry, the intentions of each of the persons referred to in paragraph 5 of this Schedule III as regards acceptance of the offer including the number of shares to be tendered to the offer by each such person and the percentage which such number represents of their entire holdings. If such intentions cannot be determined after reasonable inquiry, a statement to such effect. | 6. 凡經過合理查詢而得…整句翻译 |
| 7. Assuming the offer is successful, the effect which the offer will have on the percentage voting rights of the persons referred to in paragraph 5 of this Schedule III. | 7. 假設要約成功，要約…整句翻译 |
| Terms of the share repurchase | 股份購回的條款…整句翻译 |
| 8. The reasons for the proposed share repurchase and for the number of shares proposed to be repurchased. | 8. 建議股份購回的原因…整句翻译 |
| 9. The pro rating and odd lot procedures of the offer. | 9. 按比例計算安排及購…整句翻译 |
| Shares offered for and dividends | 受要約股份及股息…整句翻译 |
| 10. Particulars of the class and number of shares to be repurchased and a statement as to whether the shares to be repurchased are to be acquired cum or ex any dividend or other distribution which has been or may be declared. | 10. 擬購回股份的類別…整句翻译 |
| Conditions of offer | 要約條件…整句翻译 |
| 11. The consideration to be offered for the shares. | 11. 擬就有關股份所付…整句翻译 |
| 12. All conditions of the offer and in particular whether the offer is conditional upon acceptances being received in respect of a minimum number and the last day on which the offer can become unconditional as to acceptances. The offer document must include particulars of all documents required, and procedures to be followed, for acceptance of the offer. | 12. 要約的全部條件，…整句翻译 |
| Market prices of shares | 股份的市價…整句翻译 |
| 13. (a) The closing price on the Stock Exchange (or on a stock exchange where they are listed) of the shares which are the subject of the offer:– | 13. (a) 作為要約對象…整句翻译 |
| (i) on the latest practicable date prior to publication of the offer document; | (i) 刊登要約文件前的…整句翻译 |
| (ii) on the last business day immediately preceding the date of the initial announcement, if any, and on the last business day immediately preceding the date of the offer announcement under Rule 3.5 of the Takeovers Code; | (ii) 緊接最初公布要約…整句翻译 |
| (iii) at the end of each of the calendar months during the period commencing 6 months preceding the commencement of the offer period and ending on the latest practicable date prior to the posting of the offer document; and | (iii) 在由要約期開始…整句翻译 |
| (iv) if any of the shares are not so listed, any information available as to the number and price of transactions which have taken place during the period stipulated in (iii) above should be stated together with the source, or an appropriate negative statement. | (iv) 如任何有關證券並…整句翻译 |
| (b) The highest and lowest closing market prices with the relevant dates during the period commencing 6 months preceding the commencement of the offer period and ending on the latest practicable date prior to the posting of the offer document. | (b) 由要約期開始前6個…整句翻译 |
| (c) If any document issued by the offeror contains a comparison of the value of the offer with previous prices of the offeree company’s shares, a comparison between the current value of the offer and the price of the offeree company’s shares on the last business day prior to the commencement of the offer period must be prominently included, no matter what other comparisons are made. | (c) 如要約人所發出的…整句翻译 |
| Resources for offer | 支付要約的資源…整句翻译 |
| 14. Where the offer is in cash, or includes an element of cash, confirmation by a financial adviser or by another appropriate independent party that resources are available to the offeror sufficient to satisfy full acceptance of the offer. | 14. 凡要約屬現金要約…整句翻译 |
| 15. A description of how the offer is to be financed and the source of the finance. If funds are to be raised or borrowed for such purpose, the terms and conditions of such arrangements and the names of the principal lenders or arrangers of such finance. | 15. 說明將如何為要約…整句翻译 |
| Financial information | 財務資料…整句翻译 |
| 16. (a) The following information about the offeror:– | 16. (a) 關於要約人的…整句翻译 |
| (i) for the last 3 f inancial years for which the information has been published, turnover, net profit or loss before and after taxation, the charge for tax, extraordinary items, exceptional items, minority interests, the amount absorbed by dividends, and earnings and dividends per share; | (i) 已發表資料的前3個…整句翻译 |
| (ii) a statement of the assets and liabilities as shown in the last published audited accounts; | (ii) 最近期發表的經審…整句翻译 |
| (iii) a cash flow statement if provided in the last published audited accounts; | (iii) 現金流動表（如…整句翻译 |
| (iv) any other primary statement shown in the last published audited accounts; | (iv) 顯示在最近期發表…整句翻译 |
| (v) all material changes in the financial or trading position or outlook of the offeror subsequent to the last published audited accounts or a statement that there are no known material changes; | (v) 自最近期發表的經…整句翻译 |
| (vi) details relating to the items referred to in (i) of this paragraph 16(a) in respect of any interim statement or preliminary announcement made since the last published audited accounts; | (vi) 自最近期發表的經…整句翻译 |
| (vii) significant accounting policies together with any points from the notes to the relevant published accounts which are of major relevance to an appreciation of the information contained in (i) to (vi) of this paragraph 16(a); and | (vii) 主要會計政策，…整句翻译 |
| (viii) details of any qualification contained in the auditors’ report in respect of each of the last 3 financial years or a statement that there is no such qualification. | (viii) 就對上3個財政…整句翻译 |
| (b) Where, because of a change in accounting policy, figures are not comparable to a material extent, this should be disclosed and the approximate amount of the resultant variation should be stated. | (b) 凡由於會計政策的…整句翻译 |
| 17. The nature and particulars of its business and its financial and trading prospects. | 17. 要約人業務的性質…整句翻译 |
| 18. Details of any bank overdrafts or loans, or other similar indebtedness, mortgages, charges, or guarantees or other material contingent liabilities of the offeror and any of its subsidiaries, or, if there are no such liabilities, a statement to that effect. Such details should be as of a date which is not more than 3 months preceding the latest practicable date prior to the posting of the document. | 18. 要約人及其任何附…整句翻译 |
| 19. Details of any material litigation to which the offeror is, or may become, a party. | 19. 要約人作為或可能…整句翻译 |
| 20. The effect which the share repurchase will have on the offeror’s earnings per share, net assets per share, liabilities and working capital and, if materially adverse, an explanation of how such effects will be addressed or an appropriate negative statement. | 20. 股份購回將會對要…整句翻译 |
| Share capital | 股本…整句翻译 |
| 21. The authorised and issued share capital and the rights of the shareholders in respect of capital, dividends and voting. | 21. 法定及已發行股本…整句翻译 |
| 22. Details of shares issued and shares repurchase since the end of the last financial year of the offeror. | 22. 自要約人上一個財…整句翻译 |
| 23. Details of options, warrants and conversion rights affecting shares in the offeror. | 23. 影響要約人的股份…整句翻译 |
| 24. Details of any re-organisation of capital during the 2 financial years preceding the commencement of the offer period. | 24. 要約期開始前的兩…整句翻译 |
| 25. The number and price of shares of the offeror that were repurchased by the offeror during the 12 month period immediately preceding the date of the offer document and the dates on which such repurchases were made. | 25. 緊接要約文件日期…整句翻译 |
| 26. If any shares of the class of shares to be repurchased were issued during the 2 year period immediately preceding the date of the offer, the date of such distribution, the issue price per share and the aggregate proceeds received by the offeror. | 26. 如果在緊接要約日…整句翻译 |
| 27. The frequency and amount of dividends that have been paid out by the offeror to holders of shares proposed to be repurchased during the 2 year period immediately preceding the date of the offer document together with a description of the offeror’s ability to pay dividends, and any plan or intention to declare a dividend or alter a dividend policy. | 27. 緊接要約文件日期…整句翻译 |
| Code obligations | 根據守則須履行的責任…整句翻译 |
| 28. A statement of the obligations of the offeror and the rights of the shareholders under Rules 15, 16, 17, 19 and 20 of the Takeovers Code. | 28. 應在一項聲明之內…整句翻译 |
| 29. The address of the websites on which documents are displayed under Note 1 to Rule 8 of the Takeovers Code. | 29. 根據《收購守則》…整句翻译 |
| SCHEDULE IV | 附表IV…整句翻译 |
| EXTRACTS FROM PARTS 3 AND 5 AND SCHEDULE 2 OF THE SECURITIES AND FUTURES (FEES) RULES | 《證券及期貨（費用）…整句翻译 |
| PART 3 | 第3部…整句翻译 |
| FEES PRESCRIBED FOR PURPOSES OF SECTION 395(1)(a)(ii) OF ORDINANCE | 為施行本條例第395(1)…整句翻译 |
| 4. Interpretation of Part 3 | 4. 第3部的釋義…整句翻译 |
| In this Part, unless the context otherwise requires- | 在本部中，除文意另有…整句翻译 |
| “Codes” means the codes entitled “The Codes on Takeovers and Mergers and Share Repurchases” and published by the Commission under section 399(2)(a) and (b) of the Ordinance; | “《守則》”（Codes）…整句翻译 |
| “Executive” means the Executive Director of the Corporate Finance Division of the Commission or any delegate of the Executive Director; | “執行人員”（Execut…整句翻译 |
| “Introduction to the Codes” means the part of the Codes entitled “Introduction”; | “《守則》引言”（In…整句翻译 |
| “offer” has the meaning assigned to it by the Codes and, in any case where section 5(2)(a)(ii) is applicable, includes any of the alternative offers or offers of different values (as the case may be) referred to in that section; | “要約”（offer）具有…整句翻译 |
| “offer document” means a document required to be submitted to the Executive under the Codes in connection with an offer; | “要約文件”（offer…整句翻译 |
| “offeree company” means a corporation for which an offer is made in accordance with the Codes; | “要約標的公司”（of…整句翻译 |
| “off-market share repurchase” has the meaning assigned to it by the Codes; | “場外股份購回”（of…整句翻译 |
| “off-market share repurchase circular” means a document required to be submitted to the Executive under the Share Repurchase Code in connection with an off-market share repurchase; | “場外股份購回通告”…整句翻译 |
| “relevant shares” – | “有關股份”（releva…整句翻译 |
| (a) in relation to an offer contained in an offer document, means the securities which are the subject of the offer; | (a) 就載於要約文件的…整句翻译 |
| (b) in relation to an off-market share repurchase contained in an off-market share repurchase circular, means the securities which are the subject of the off-market share repurchase; or | (b) 就載於場外股份購…整句翻译 |
| (c) in relation to a whitewashed offer, means the securities which would be the subject of the offer; | (c) 就清洗交易要約而…整句翻译 |
| “ruling” includes any ruling, waiver, consent, decision, confirmation or other determination in writing, made under the Codes by the Executive, the Takeovers Panel or the Takeovers Appeal Committee; | “裁定”（ruling）包…整句翻译 |
| “Share Repurchase Code” means the parts of the Codes respectively entitled “Introduction”, “Definitions”, “General Principles”, “Code on Share Repurchases” and “Schedules”; | “《股份購回守則》”…整句翻译 |
| “Takeovers Appeal Committee” means the committee established under section 8 of the Ordinance and known as the Takeovers Appeal Committee; | “收購上訴委員會”（…整句翻译 |
| “Takeovers Code” means the parts of the Codes respectively entitled “Introduction”, “Definitions”, “General Principles”, “Code on Takeovers and Mergers” and “Schedules”; | “《收購守則》”（Ta…整句翻译 |
| “Takeovers Panel” means the committee established under section 8 of the Ordinance and known as the Takeovers and Mergers Panel; | “收購委員會”（Take…整句翻译 |
| “whitewash document” means a document required to be submitted to the Executive under the Whitewash Guidance Note in Schedule VI to the Codes; | “清洗交易文件”（wh…整句翻译 |
| “whitewashed offer”, in relation to a whitewash document, means an offer which would be required to be made under Rule 26 of the Takeovers Code in the absence of a waiver under Note 1 on dispensations from Rule 26 of the Takeovers Code. | “清洗交易要約”（wh…整句翻译 |
| 5. Fees relating to offer documents, off-market share repurchase circulars and whitewash documents | 5. 與要約文件、場外股…整句翻译 |
| (1) Where a first draft of an offer document, off-market share repurchase circular or whitewash document is submitted to the Executive for comment, a fee which is prescribed, opposite the applicable value set out in column 1 of Schedule 2, in column 2 of that Schedule shall be payable to the Commission. | (1) 凡向執行人員呈交…整句翻译 |
| (2) For the purposes of subsection (1), the applicable value shall be equivalent– | (2) 為施行第(1)款－…整句翻译 |
| (a) in the case of an offer document– | (a) 就要約文件而言－…整句翻译 |
| (i) subject to subparagraph (ii), to the value of the offer contained in the offer document; or | (i) 除第(ii)節另有規…整句翻译 |
| (ii) where the offer document contains alternative offers to the same offeree company, or contains 2 or more offers of different values to different offeree companies, to the value of the offer contained in the offer document which has the lower or lowest value; | (ii) 凡要約文件載有向…整句翻译 |
| (b) in the case of an off-market share repurchase circular, to the value of the off-market share repurchase contained in the off-market share repurchase circular; or | (b) 就場外股份購回通…整句翻译 |
| (c) in the case of a whitewash document, to the value of the whitewashed offer. | (c) 就屬清洗交易文件…整句翻译 |
| (3) Where any offer contained in a draft offer document previously submitted to the Executive for comment is replaced by a revised offer, and a revised offer document is submitted to the Executive in connection with the revised offer, there shall be payable to the Commission a fee the amount of which shall be the difference between- | (3) 凡先前已向執行人…整句翻译 |
| (a) the fee previously paid under subsection (1) on the submission of the draft offer document; and | (a) 先前在呈交該要約…整句翻译 |
| (b) the fee which would have been payable under subsection (1) had the revised offer been contained in such draft offer document. | (b) （倘若該經修訂的…整句翻译 |
| (4) For the purposes of this section– | (4) 就本條而言－…整句翻译 |
| (a) the value of any offer contained in an offer document or the value of an off-market share repurchase contained in an off-market share repurchase circular shall be– | (a) 要約文件所載的要…整句翻译 |
| (i) where the relevant shares are under the offer or the off-market share repurchase (as the case may be) to be acquired for cash, the total amount of such cash; | (i) 在有關股份根據該…整句翻译 |
| (ii) where the relevant shares are under the offer or the off-market share repurchase (as the case may be) to be acquired in exchange for securities, the total value of such securities on the date of announcement of a firm intention to make the offer or the off-market share repurchase (as the case may be) in accordance with the Codes; or | (ii) 在有關股份根據該…整句翻译 |
| (iii) where the relevant shares are under the offer or the off-market share repurchase (as the case may be) to be acquired partly for cash and partly in exchange for securities, the aggregate of the total amount of such cash and the total value of such securities on the date of announcement of a firm intention to make the offer or the off-market share repurchase (as the case may be) in accordance with the Codes; and | (iii) 在有關股份根據…整句翻译 |
| (b) the value of a whitewashed offer in the case of a whitewash document shall be– | (b) 與清洗交易文件有…整句翻译 |
| (i) where the relevant shares would under such whitewashed offer be acquired for cash, the total amount of such cash; | (i) 在有關股份根據該…整句翻译 |
| (ii) where the relevant shares would under such whitewashed offer be acquired in exchange for securities, the total value of such securities on the date of announcement of a firm intention to enter into the transaction which would require such whitewashed offer to be made in the absence of a waiver under Note 1 on dispensations from Rule 26 of the Takeovers Code; or | (ii) 在有關股份根據該…整句翻译 |
| (iii) where the relevant shares would under such whitewashed offer be acquired partly for cash and partly in exchange for securities, the aggregate of the total amount of such cash and the total value of such securities on the date of announcement of a firm intention to enter into the transaction which would require such whitewashed offer to be made in the absence of a waiver under Note 1 on dispensations from Rule 26 of the Takeovers Code, and where the application of this subsection may, in the case of any offer contained in an offer document or any whitewashed offer in the case of a whitewash document, result in 2 or more variable values, only the lower or lowest value shall be taken into account. | (iii) 在有關股份根據…整句翻译 |
| (5) The payment of a fee payable under this section shall be accompanied by a statement showing the value of the offer, off-market share repurchase or whitewashed offer concerned and the manner in which the fee is determined having regard to subsection (4). | (5) 在繳付根據本條須…整句翻译 |
| (6) Where a first draft of an offer document, a first draft of an off-market share repurchase circular and a first draft of a whitewash document, or any combination of them, are combined in a draft when submitted to the Executive for comment– | (6) 如要約文件的初稿…整句翻译 |
| (a) the fee payable under subsection (1) shall be the aggregate of the respective fees payable under that subsection in respect of each such first draft as if each such first draft had not been so combined in the draft, and the provisions of this section shall apply accordingly; and | (a) 根據第(1)款須繳付…整句翻译 |
| (b) without prejudice to paragraph (a), subsection (3) shall apply as if– | (b) 在不損害(a)段的原…整句翻译 |
| (i) the reference to a draft offer document in subsection (3) included a reference to the draft in which each such first draft is so combined; and | (i) 第(3)款中凡提述要…整句翻译 |
| (ii) the reference to a revised offer document included a reference to that draft as revised to include the revised offer. | (ii) 凡提述經修訂的要…整句翻译 |
| 6. Fees for applications to Takeovers Panel or Takeovers Appeal Committee | 6. 向收購委員會或收購…整句翻译 |
| Where, pursuant to the Codes, a person other than the Executive applies to the Takeovers Panel for a review of any ruling of the Executive, or applies to the Takeovers Appeal Committee for a review of the appropriateness of any sanction imposed by the Takeovers Panel pursuant to the Codes– | 凡任何人（執行人員除…整句翻译 |
| (a) a fee of $50,000 shall be payable by the person to the Commission; and | (a) 該人須向證監會繳…整句翻译 |
| (b) an additional fee of $20,000 shall be payable by the person to the Commission within 30 days after the delivery by the Takeovers Panel or the Takeovers Appeal Committee (as the case may be) of its ruling, in respect of each day or part of a day in excess of the first 2 days on which the Takeovers Panel or the Takeovers Appeal Committee (as the case may be) meets for the purposes of the review. | (b) 如收購委員會或收…整句翻译 |
| 7. Fees for hearings concerning compliance with Codes or any rulings under them | 7. 關乎遵從《守則》或…整句翻译 |
| (1) Where a hearing takes place before the Takeovers Panel in any disciplinary proceedings instituted under section 12 of the Introduction to the Codes, a fee, the amount of which shall be determined in accordance with subsection (3), shall, within 30 days after the delivery by the Takeovers Panel of its ruling, be payable to the Commission by any person who in the opinion of the Takeovers Panel– | (1) 凡根據《守則》引…整句翻译 |
| (a) has caused unnecessary expense to be incurred in connection with the investigation by the Commission of any allegation against the person or with the conduct of the hearing; or | (a) 曾在證監會對針對…整句翻译 |
| (b) has committed a breach of the Takeovers Code, the Share Repurchase Code or a ruling of the Executive or the Takeovers Panel. | (b) 曾違反《收購守則…整句翻译 |
| (2) Where a hearing takes place before the Takeovers Panel for the purpose of deliberating the appropriate sanction to be imposed upon a person who has agreed that he is in breach of the Takeovers Code, the Share Repurchase Code or a ruling of the Executive or the Takeovers Panel, a fee, the amount of which shall be determined in accordance with subsection (3), shall be payable to the Commission by the person within 30 days after the delivery by the Takeovers Panel of its ruling. | (2) 凡在收購委員會席…整句翻译 |
| (3) The fee payable under subsection (1) or (2) shall be $50,000 and, in addition, $20,000 in respect of each day or part of a day in excess of the first 2 days on which the Takeovers Panel meets for the purposes of the hearing in question. | (3) 根據第(1)或(2)款…整句翻译 |
| 8. Fees for miscellaneous applications | 8. 雜項申請的費用…整句翻译 |
| (1) Subject to subsection (2), where any person applies to the Executive for any ruling under the Takeovers Code or the Share Repurchase Code and no fee is otherwise provided for by these Rules for the application, a fee of $24,000 shall be payable by the person to the Commission. | (1) 除第(2)款另有規定…整句翻译 |
| (2) Where a fee has been paid under section 5 on the submission of a first draft of a whitewash document, or of a draft in which a first draft of a whitewash document is combined with any first draft of any other document, no fee shall be payable under subsection (1) for an application to the Executive for a waiver in relation to the whitewash document under Note 1 on dispensations from Rule 26 of the Takeovers Code. | (2) 凡在呈交清洗交易…整句翻译 |
| 9. Time for payment of fees | 9. 繳付費用的時限…整句翻译 |
| (1) The fee prescribed in section 5 shall be payable– | (1) 第5條訂明的費用－…整句翻译 |
| (a) in the case of a fee payable under section 5(1), at the time when– | (a) 如屬根據第5(1)條…整句翻译 |
| (i) subject to subparagraph (ii), the first draft concerned; or | (i) （除第(ii)節另有…整句翻译 |
| (ii) where section 5(6)(a) applies, the draft concerned, is submitted to the Executive; or | (ii) 在第5(6)(a)條適…整句翻译 |
| (b) in the case of a fee payable under section 5(3), at the time when- | (b) 如屬根據第5(3)條…整句翻译 |
| (i) subject to subparagraph (ii), the revised offer document concerned; or | (i) （除第(ii)節另有…整句翻译 |
| (ii) where section 5(6)(b)(ii) applies, the draft concerned (being the draft as revised to include the revised offer as described in that section 5(6)(b)(ii)),is submitted to the Executive. | (ii) 在第5(6)(b)(ii)…整句翻译 |
| (2) The fee prescribed in section 6(a) shall be payable at the time when the application concerned is made to the Takeovers Panel or the Takeovers Appeal Committee (as the case may be). | (2) 第6(a)條訂明的費…整句翻译 |
| (3) The fee prescribed in section 8(1) shall be payable at the time when the application concerned is made to the Executive. | (3) 第8(1)條訂明的費…整句翻译 |
| PART 5 | 第5部…整句翻译 |
| MISCELLANEOUS | 雜項…整句翻译 |
| 11. Waiver of fees | 11. 寬免繳付費用…整句翻译 |
| (1) the Commission may, in relation to any person or class of persons – if it is of the opinion that otherwise the payment of the fee would be unduly burdensome or inappropriate. | (1) 證監會如認為對任…整句翻译 |
| (a) waive, in whole or in part, the payment of any fee provided for under these Rules; or | (a) 寬免繳付整項本規…整句翻译 |
| (b) refund, in whole or in part, any fee paid as provided for under these Rules, | (b) 退還整項本規則所…整句翻译 |
| SCHEDULE 2 | 附表2…整句翻译 |
| FEES PRESCRIBED FOR PURPOSES OF SECTION 395(1)(a)(ii) OF ORDINANCE | 為施行本條例第395(1)…整句翻译 |
| Applicable value Fee | 適用的價值 費用…整句翻译 |
| Not exceeding $75,000,000 $25,000 | 不超逾$75,000,000 $2…整句翻译 |
| Exceeding $75,000,000 but not exceeding $125,000,000 $75,000 | 超逾$75,000,000但不超…整句翻译 |
| Exceeding $125,000,000 but not exceeding $300,000,000 $150,000 | 超逾$125,000,000但不…整句翻译 |
| Exceeding $300,000,000 but not exceeding $600,000,000 $250,000 | 超逾$300,000,000但不…整句翻译 |
| Exceeding $600,000,000 but not exceeding $1,200,000,000 $350,000 | 超逾$600,000,000但不…整句翻译 |
| Exceeding $1,200,000,000 but not exceeding $2,000,000,000 $500,000 | 超逾$1,200,000,000但…整句翻译 |
| Exceeding $2,000,000,000 $500,000, plus 0.01% of the value over $2,000,000,000 | 超逾$2,000,000,000 $…整句翻译 |
| SCHEDULE V | 附表V…整句翻译 |
| GUIDELINES FOR THE EXEMPTION OF LISTED COMPANIES FROM THE SHARE REPURCHASE REQUIREMENTS OF SECTION 49BA OF THE COMPANIES ORDINANCE (CAP. 32) | 豁免上市公司遵守《公…整句翻译 |
| 1.0 Definitions | 1.0 定義…整句翻译 |
| 1.1 Save for the terms hereinafter defined, and unless the context otherwise requires, terms used in these Guidelines shall have the meanings assigned to them by the Ordinance and any amendments thereto. In these guidelines:- | 1.1 本指引各項用語，…整句翻译 |
| “Associate” has the meaning assigned to such term by the Listing Rules; | “聯繫人”（Associat…整句翻译 |
| “Chief Executive” has the meaning assigned to such term by the Listing Rules; | “行政總裁”（Chief…整句翻译 |
| “Code” means the Code on Share Repurchases approved and published from time to time by the SFC; | “守則”（Code）指證…整句翻译 |
| “Executive” means the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director; | “執行人員”（Execut…整句翻译 |
| “Guidelines” means these guidelines for the exemption of listed companies from the share repurchase requirements of section 49BA of the Ordinance that can be granted pursuant to section 49BA(11); | “指引”（Guidelines…整句翻译 |
| “Listing Rules” means the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Ltd.; | “上市規則”（Listin…整句翻译 |
| “On-market share repurchase” has the meaning assigned to such term by the definitions to the Code; | “場內股份購回”（On…整句翻译 |
| “Off-market share repurchase” has the meaning assigned to such term by the definitions to the Code; | “場外股份購回”（Of…整句翻译 |
| “Ordinance” means the Companies Ordinance (Cap. 32); | “條例”（Ordinance）…整句翻译 |
| “Panel” means the Takeovers and Mergers Panel; | “委員會”（Panel）指…整句翻译 |
| “SFC” means the Securities and Futures Commission; | “證監會”（SFC）指證…整句翻译 |
| “SF Ordinance” means the Securities and Futures Ordinance (Cap. 571); | “證券及期貨條例”（…整句翻译 |
| “Share repurchase” has the meaning assigned to such term by the definitions to the Code; and | “股份購回”（Share…整句翻译 |
| “Substantial shareholder” means a person who holds 10% or more of the voting rights of a company. | “大股東”（Substant…整句翻译 |
| 2.0 Nature and purpose of the Guidelines | 2.0 本指引的性質及目…整句翻译 |
| 2.1 Section 49B(1) of the Ordinance provides that a listed company may purchase its own shares in accordance with the sections of the Ordinance referred to in section 49B(1) provided the company is authorised to do so by its articles. Section 49BA is among the sections of the Ordinance referred to in section 49B(1). Section 49BA prescribes, among other things, the ways in which a listed company may purchase its own shares and related shareholder approval and disclosure requirements. | 2.1 條例第49B(1)條規…整句翻译 |
| 2.2 The Code imposes similar requirements upon all public companies in Hong Kong regardless of their places of incorporation. Rule 8 of the Code provides, among other things, that the Executive may, upon the application of any person with an interest in a share repurchase, waive compliance with one or more provisions of the Code. | 2.2 守則對香港所有公…整句翻译 |
| 2.3 Section 49BA(11) of the Ordinance provides that the SFC may exempt any listed company from any of the provisions of section 49BA, subject to such conditions as it thinks fit. Section 49BA(11) of the Ordinance is intended to provide listed companies which are subject to the Ordinance with the same flexibility to seek relief from the share repurchase requirements of section 49BA of the Ordinance as Rule 8 of the Code affords all public companies in Hong Kong in respect of the share repurchase requirements of the Code. | 2.3 條例第49BA(11)條…整句翻译 |
| 2.4 The SFC has delegated its power to grant exemptions pursuant to section 49BA(11) of the Ordinance to the Executive and the Panel pursuant to section 10(1) of the SF Ordinance. The Executive is thereby authorised to exercise the SFC’s discretion to grant exemptions from the share repurchase requirements of section 49BA in the first instance, and to refer novel, difficult or important exemption applications to the Panel for its consideration. The Panel is authorised to exercise the SFC’s discretion to grant the exemptions sought by any novel, important or difficult exemption applications that are referred to it by the Executive, and it is also authorised to review decisions made by the Executive in the first instance at the request of an aggrieved applicant. Applications for exemption from the share repurchase requirements of section 49BA of the Ordinance are therefore subject to the same procedural rules as applications for waivers from the share repurchase requirements of the Code. Reference is made in this regard to the Introduction to, and Rule 8 of, the Code. | 2.4 證監會已按照《證…整句翻译 |
| 2.5 Section 49BA(12) of the Ordinance provides that the SFC may suspend or withdraw an exemption granted under section 49BA(11) on the ground that the conditions subject to which the exemption was granted have not been complied with or such other ground as the SFC thinks fit. Section 49BA(12) further provides that the SFC may vary any condition attached to an exemption granted pursuant to section 49BA(11). The SFC has also delegated its powers under section 49BA(12) to the Executive and the Panel pursuant to section 10(1) of the SF Ordinance. The Executive and the Panel are thereby authorised to exercise the SFC’s discretion to suspend, withdraw or vary exemptions granted pursuant to section 49BA(11) in the manner contemplated by paragraph 2.4 hereof for exemptions from the share repurchase requirements of section 49BA. | 2.5 條例第49BA(12)條…整句翻译 |
| 2.6 The Guidelines are intended to provide listed companies with guidance as to the way in which the Executive and the Panel may exercise the discretion that has been delegated to them by the SFC to grant exemptions from the share repurchase requirements of section 49BA. The Guidelines are not exhaustive. They are simply intended to assist listed companies with an understanding of matters that the Executive and the Panel will take into consideration when deciding to exercise such discretion. They may be modified or varied as circumstances require. | 2.6 本指引旨在就執行…整句翻译 |
| 3.0 Application for an exemption or variation | 3.0 申請豁免…整句翻译 |
| 3.1 An application for an exemption from section 49BA of the Ordinance, or for a variation of an exemption previously granted, should be made in writing and directed to the Executive. Exemption applications which seek relief from share repurchase requirements of the Ordinance which are common to both the Ordinance and the Code should also seek relief from the comparable Code requirements. | 3.1 豁免遵守條例第49…整句翻译 |
| 3.2 An applicant, when deciding what matters to include in its written application, should have regard to the Guidelines and the General Principles of the Code. The Executive or the Panel, as the case may be, may request additional information or make such enquiries as it considers appropriate when considering any application. | 3.2 申請人考慮在申請…整句翻译 |
| 3.3 These Guidelines provide for general or “blanket” exemptions and specific exemptions. Exemptions, whether general or specific, may be made subject to such conditions as either the Executive or the Panel considers to be reasonably appropriate in the circumstances. | 3.3 本指引分別就全面…整句翻译 |
| 4.0 General or “blanket” exemptions | 4.0 全面或“總括性”…整句翻译 |
| 4.1 A general or “blanket” exemption is intended to relieve all listed companies, or an identifiable group of companies, from one or more of the share repurchase requirements of section 49BA of the Ordinance. Such an exemption would only be granted during a socalled “market emergency” and only if the exemption is considered to be in the best interests of the market. | 4.1 全面或“總括性”…整句翻译 |
| 4.2 An application for a general or “blanket” exemption would normally be referred by the Executive to the Panel for its consideration and any exemption granted by the Panel would normally be made conditional upon approval by the SFC. Both the Panel and the SFC would consider the matter promptly. Such an exemption would be strictly limited in terms of its duration and the number of shares that could be repurchased, and it would require all share repurchases effected in reliance upon the exemption to be made by way of an on-market share repurchase conducted in accordance with the Listing Rules. | 4.2 全面或“總括性”…整句翻译 |
| 5.0 Specific exemptions | 5.0 特定豁免…整句翻译 |
| 5.1 A specific exemption is intended to relieve a particular listed company from one or more of the share repurchase requirements of section 49BA of the Ordinance. It is currently anticipated that three types of specific exemptions would be granted. | 5.1 特定豁免旨在豁免…整句翻译 |
| 5.2 The first type of specific exemption would relieve an applicant from the requirement to obtain the prior authorisation of its shareholders for a proposed share repurchase if a disorderly market for the shares of the company had developed, or was reasonably expected to develop, and time did not permit a shareholder’s meeting to be held. Such an exemption would normally be conditional upon the share repurchase being made by way of an on-market share repurchase conducted in accordance with the Listing Rules. | 5.2 第一類特定豁免會…整句翻译 |
| 5.3 The second type of specific exemption would also relieve an applicant from the requirement to obtain the prior authorisation of its shareholders for a proposed share repurchase if the proposed share repurchase constituted an off-market share repurchase for a small number of shares of the company from a shareholder who was not a director, chief executive or substantial shareholder of the company or an associate thereof. Such an exemption would normally be granted only if the costs of prior shareholder authorisation were outweighed by the benefits to the company of the proposed share repurchase. | 5.3 第二類特定豁免同…整句翻译 |
| 5.4 The third type of specific exemption would relieve an applicant from the requirements of section 49BA(3)(a) and thereby allow companies to comply with the requirements under Rule 3 of the Code to send to shareholders the offer document within 21 days of the announcement of the proposed repurchase and to send the offer document with the notice of general meeting. Such an exemption would be granted in all cases and would attract no fee. | 5.4 第三類特定豁免將…整句翻译 |
| SCHEDULE VI | 附表VI…整句翻译 |
| WHITEWASH GUIDANCE NOTE | 清洗交易指引註釋…整句翻译 |
| (See Note 1 on dispensations from Rule 26 of the Takeovers Code.) | （見《收購守則》規則…整句翻译 |
| 1. Introduction | 1. 引言…整句翻译 |
| (a) This Whitewash Guidance Note sets out the procedures to be followed if the Executive is to be asked to waive the obligation to make a general offer under Rule 26 of the Takeovers Code which would otherwise arise where, as a result of the issue of new securities as consideration for an acquisition or cash injection or in fulfilment of obligations under an agreement to underwrite the issue of new securities, a person or group of persons acting in concert acquires voting rights to an extent which would normally give rise to an obligation to make a general offer. | (a) 凡透過發行新證券…整句翻译 |
| (b) Where the word “offeror” is used in a particular Rule, it should be taken in the context of a whitewash as a reference to the potential controlling shareholders. Similarly, the phrase “offeree company” should be taken as a reference to the company which is to issue the new securities and in which the actual or potential controlling position will arise. | (b) 凡“要約人”一詞…整句翻译 |
| (c) The General Principles of the Codes apply equally to a transaction which is the subject of the whitewash procedures. | (c) 兩份守則的一般原…整句翻译 |
| 2. Specific grant of waiver required | 2. 須給予具體寬免…整句翻译 |
| In each case, specific grant of a waiver from the Rule 26 obligation is required. Such grant will be subject to:– | 每宗個案都須就規則26…整句翻译 |
| (a) there having been no disqualifying transactions (as set out in paragraph 3 of this Schedule VI) by the person or group seeking the waiver in the period from the date 6 months prior to the announcement of the proposals and up to and including the date of the shareholders’ meeting; | (a) 尋求寬免的人或集…整句翻译 |
| (b) prior consultation with the Executive by the parties concerned or their advisers; | (b) 當事人或其顧問事…整句翻译 |
| (c) approval in advance by the Executive of the circular to shareholders setting out the details of the proposals and containing the information required in paragraph 4 of this Schedule VI below; | (c) 載有建議的詳情及…整句翻译 |
| (d) compliance by the person or group seeking the waiver with the following Rules of the Takeovers Code, where relevant:– | (d) 尋求寬免的人或集…整句翻译 |
| (i) Rule 2.1 and Note 2 to Rule 2 (appointment of independent financial adviser and its competence); | (i) 規則2.1及規則2的…整句翻译 |
| (ii) Rule 2.8 (establishment of independent board committee); | (ii) 規則2.8（設立獨…整句翻译 |
| (iii) Rule 3 (when an announcement is required and contents of an announcement); | (iii) 規則3（何時需作…整句翻译 |
| (iv) Rules 7 and 26.4 (timing of resignation of offeree company directors and appointment of offeror nominees to the board of the offeree company); | (iv) 規則7及26.4（受…整句翻译 |
| (v) Rule 8 (timing and content of documents); | (v) 規則8（文件的時間…整句翻译 |
| (vi) Rule 9 (standard of care and responsibility); | (vi) 規則9（審慎程度…整句翻译 |
| (vii) Rule 10 (profit forecasts and other financial information); | (vii) 規則10（盈利預…整句翻译 |
| (viii) Rule 12 (filing and publication of documents); | (viii) 規則12（提交和…整句翻译 |
| (ix) Rule 18 (statements during course of offer); | (ix) 規則18（在要約過…整句翻译 |
| (x) Rule 25 (special deals); and | (x) 規則25（特別交易…整句翻译 |
| (xi) Rule 34 (shareholder solicitations). | (xi) 規則34（向股東作…整句翻译 |
| (e) approval of the proposals by an independent vote at a meeting of the holders of any relevant class of securities, whether or not any such meeting needs to be convened to approve the issue of the securities in question; and | (e) 該等建議在任何有…整句翻译 |
| (f) disenfranchisement of the person or group seeking the waiver and of any other non-independent party at any such meeting. | (f) 取消尋求寬免的人…整句翻译 |
| Notes: | 註釋：…整句翻译 |
| 1. Early consultation | 1. 盡早諮詢…整句翻译 |
| Consultation with the Executive at an early stage is essential. Late consultation may well result in delays to planned timetables. Experience suggests that the documents sent to shareholders in connection with the whitewash procedure may have to pass through several proofs before they meet the Executive’s requirements and no waiver of the Rule 26 obligation will be granted until such time as the documentation has been approved by the Executive. | 有關方面有必要盡早諮…整句翻译 |
| 2. Listing Division | 2. 上市科…整句翻译 |
| It must be noted that, in the case of listed companies, clearance of the circular by the Listing Division of the Stock Exchange does not constitute approval of the circular by the Executive. | 有關方面應注意，如屬…整句翻译 |
| 3. Disqualifying transactions | 3. 導致失去資格的交易…整句翻译 |
| Notwithstanding the fact that the issue of new securities is made conditional upon the prior approval of a majority of the shareholders independent of the transaction at a general meeting of the company:– | 儘管發行新證券須事先…整句翻译 |
| (a) the Executive will not normally waive an obligation under Rule 26 of the Takeovers Code 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 | (a) 假如新證券的發行…整句翻译 |
| (b) 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. | (b) 假如該等人士在未…整句翻译 |
| Notes: | 註釋：…整句翻译 |
| 1. Class (6) of the definition of acting in concert would apply to directors of a company and a whitewash would be regarded as an offer for this purpose. | 1. 一致行動的定義內的…整句翻译 |
| 2. If the applicant for a whitewash waiver or a person acting in concert with him acquires shares within 6 months after the shareholders’ meeting from a person who was a director or substantial shareholder of the company at the time of the whitewash, such acquisition will be deemed to be a special deal transaction prohibited under Rule 25 of the Takeovers Code. The applicant or his concert party may seek consent from the Executive if the acquisition is de minimis. | 2. 假如清洗交易的寬免…整句翻译 |
| 4. Circular to shareholders | 4. 給股東的通告…整句翻译 |
| The circular must contain the following information and statements or, where relevant, comply appropriately with the Rules of the Takeovers Code as set out below:– | 通告必須載有以下的資…整句翻译 |
| (a) competent independent advice contemplated by Rule 2 to the offeree company regarding the transaction, the controlling position which it will create and the effect which this will have on shareholders generally; | (a) 就交易而言，根據…整句翻译 |
| (b) full details of the maximum potential controlling holding of voting rights:– | (b) 有關最高可能的控…整句翻译 |
| (i) where this is dependent upon the outcome of underwriting arrangements, it should be assumed that the potential controlling shareholders will, in addition to any other entitlement, take up their full underwriting participation; and | (i) 而在這持有量取決…整句翻译 |
| (ii) where convertible securities, warrants, options or other subscription rights are to be issued, the potential controlling holding of voting rights must be indicated on the assumption that only the controlling shareholders will convert or exercise the subscription rights, and will do so in full and at the earliest opportunity (the date of which must also be given); | (ii) 凡擬發行可轉換證…整句翻译 |
| (c) where the maximum potential holding of voting rights resulting from the proposed transaction will exceed 50% of the voting rights of the company, specific and prominent reference to this possibility and to the fact that the potential controlling shareholders may increase their holding without incurring any further obligation under Rule 26 to make a general offer; | (c) 凡由擬進行的交易…整句翻译 |
| (d) in cases where the potential controlling shareholding will be held by more than one person, the identity of the potential controlling shareholders and their individual potential holding of voting rights in addition to the information required under paragraph 4(k) of this Schedule VI below; | (d) 凡可能的控制性投…整句翻译 |
| (e) a statement that the Executive has agreed, subject to approval by independent shareholders, to waive any obligations to make a general offer which might result from the transaction; | (e) 一項聲明，指出執…整句翻译 |
| (f) Note 1 to Rule 8 and paragraph 14 of Schedule II (documents to be on display); | (f) 規則8的註釋1及附…整句翻译 |
| (g) Rule 9.2, paragraphs 1, 2, 3, 6 and 10 of Schedule I and paragraphs 6, 7 and 8 of Schedule II (information to shareholders which must include full details of the assets, if any, being injected); | (g) 規則9.2、附表I第…整句翻译 |
| (h) Rules 9.3 and 9.4 (responsibility statements, etc.); | (h) 規則9.3及9.4（責…整句翻译 |
| (i) Rules 10 and 11 (profit forecasts, financial information, merger benefits statements and asset valuations relating to the offeree company or relating to assets being acquired by the offeree company); | (i) 規則10及11（盈利…整句翻译 |
| (j) paragraph 14 of Schedule I and paragraphs 10, 11 and 12 of Schedule II (arrangements in connection with the proposal); | (j) 附表I第14段及附表…整句翻译 |
| (k) paragraph 4 of Schedule I and paragraph 2 of Schedule II (disclosure of shareholdings and dealings). Dealings should be covered for the 6 months prior to the announcement of the proposals until the latest practicable date prior to the posting of the circular but dealings by persons in categories 2(iii), (iv) or (v) of paragraph 2 of Schedule II need not be disclosed. Paragraph 2(vi) is applicable and directors’ voting intention must be disclosed; | (k) 附表I第4段及附表…整句翻译 |
| (l) paragraph 9 of Schedule II (material contracts); | (l) 附表II第9段（重大…整句翻译 |
| (m) paragraph 13 of Schedule II (service contracts of directors and proposed directors); and | (m) 附表II第13段（董…整句翻译 |
| (n) paragraphs 3 to 5 of Schedule II (share capital of the offeree company). | (n) 附表II第3至5段（…整句翻译 |
| 5. Underwriting and placing | 5. 包銷及配售…整句翻译 |
| In cases involving the underwriting or placing of offeree company securities, the Executive must be given details of all the proposed underwriters or placees, including any relevant information to establish whether or not there is a group acting in concert, and the maximum percentage which they could come to hold as a result of implementation of the proposals. | 如涉及包銷或配售受要…整句翻译 |
| 6. Announcements following shareholders’ approval | 6. 在股東批准後作出的…整句翻译 |
| (a) 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 (see also Rule 2.9). | (a) 審議有關建議的股…整句翻译 |
| (b) Where the final controlling holding of voting rights is dependent on the results of underwriting, the offeree company must make an announcement following the issue of the new securities stating the number and percentage of voting rights held by the controlling shareholders at that time. | (b) 凡最終的控制性持…整句翻译 |
| (c) Where convertible securities, warrants, options or other subscription rights are to be issued:– | (c) 凡擬發行可轉換證…整句翻译 |
| (i) the announcement of the potential controlling holding of voting rights must be made on the basis of the assumptions described in paragraph 4(b) of this Schedule VI above; and | (i) 必須在在上文本附…整句翻译 |
| (ii) following each issue of new securities a further announcement must be made confirming the number and percentage of voting rights held by the controlling shareholders at that time. | (ii) 在每次發行新證券…整句翻译 |
| Note: | 註釋：…整句翻译 |
| Copies of announcements | 公布的副本…整句翻译 |
| Copies of announcements made under this paragraph 6 should be sent to the Executive. | 根據此處第6段所作的公…整句翻译 |
| 7. Subsequent acquisitions by controlling shareholders | 7. 持有控制權的股東其…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 Rule 26 of the Takeovers Code 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 of the Takeovers Code, 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 of the Takeovers Code by reference to the lowest percentage holding in the 12 month period ending on the date of the completion of the relevant acquisition. (See Note 15 to Rule 26.1 of the Takeovers Code.) | 當某人或一組一致行動…整句翻译 |
| 8. Convertible securities, warrants and options | 8. 可轉換證券、認股權…整句翻译 |
| Where shareholders approve the issue of convertible securities, or the issue of warrants or the grant of options to subscribe for new shares where no immediate voting rights are obtained, the Executive will view the approval as sanctioning maximum conversion or subscription at the earliest possible moment without the necessity for the making of an offer under Rule 26 of the Takeovers Code. After conversion or subscription, the potential controlling shareholders shall be deemed to have a lowest percentage holding equal to their percentage holding immediately after the conversion or subscription. (See also Note 15 to Rule 26.1 of the Takeovers Code.) | 凡股東批准發行可轉換…整句翻译 |
| If the potential controlling shareholders acquire further voting rights after the date of the issue of the relevant convertible securities, warrants and options, the waiver will only apply to conversion into, or subscription for, such number of voting rights as, when added to the purchases, does not exceed the number originally approved by shareholders. Such further acquisition of voting rights would be subject to Rule 26 of the Takeovers Code so that an offer obligation would arise if as a result the percentage shareholding of the potential controlling shareholders increased to 30% or, if already over 30%, by more than 2% in any 12 month period. | 如可能的持有控制權股…整句翻译 |
| Where shareholders approve the issue of convertible securities, or the issue of warrants or the grant of options to subscribe for new shares without the necessity for the making of an offer under Rule 26 of the Takeovers Code on conversion or subscription, for so long as any of these securities remain outstanding the company must include in its annual and interim accounts a statement describing the securities outstanding, the impact of full conversion or subscription and the fact that shareholders have approved that no offer under Rule 26 of the Takeovers Code would arise on full conversion or subscription. Such statement should be disclosed together with the disclosure of the interests of directors and substantial shareholders. | 凡股東批准發行可轉換…整句翻译 |
| 9. Share repurchases | 9. 股份購回…整句翻译 |
| If following the approval by shareholders in a company under Note 1 on dispensations from Rule 26 of the Takeovers Code of the issue of convertible securities, or the issue of warrants or the grant of options, and prior to conversion or subscription the company repurchases shares, the percentage shareholding of the potential controlling shareholders may increase and Rule 32.1 of the Takeovers Code may apply. Where Rule 32.1 of the Takeovers Code does not apply because the potential controlling shareholders are not directors or acting in concert with any directors, the waiver will apply to conversion into, or subscription for, such number of voting rights as originally approved by shareholders. Where the potential controlling shareholders are directors or acting in concert with any directors, they must seek further approval of shareholders for the conversion into, or subscription for, such number of voting rights as originally approved by shareholders. | 凡公司的股東根據《收…整句翻译 |
| 10. Underwriting | 10. 包銷…整句翻译 |
| Where a person or group of persons acting in concert seeks approval of shareholders for a maximum potential controlling holding of voting rights that may arise as a result of underwriting an issue of new securities, the percentage holding of voting rights following the issue shall be deemed to have been whitewashed, regardless of whether the increase in this percentage holding would have incurred a general offer obligation. The underwriting shareholder shall be deemed to have a lowest percentage holding equal to his percentage holding immediately after the issue. | 凡一人或一組一致行動…整句翻译 |
| 11. Issue of new shares and off-market share repurchases | 11. 新股發行及場外股…整句翻译 |
| The Executive will not normally grant a waiver of an obligation under Rule 26 of the Takeovers Code, or if granted such waiver will be invalidated, if the potential controlling shareholders subscribe 30% or more (or more than 2% if they are holding between 30% to 50%) new shares of a company and the company repurchases a substantial number of shares of the company from other shareholders in an off-market share repurchase. For the purpose of this paragraph, the Executive reserves the right to aggregate transactions or arrangements over a reasonable period of time. If in doubt, parties must consult the Executive at the earliest opportunity. | 假如可能的持有控制權…整句翻译 |
| SCHEDULE VII | 附表VII…整句翻译 |
| CONFLICTS OF INTEREST GUIDANCE NOTE | 利益衝突指引註釋…整句翻译 |
| Instances where conflicts of interest may arise include those resulting from the possession of material confidential information or where the adviser is part of a multi-service financial organisation, as exemplified below. | 可能引致利益衝突的情…整句翻译 |
| (a) Material confidential information | (a) 關鍵性的機密資料…整句翻译 |
| A financial adviser may have the opportunity to act for an offeror or the offeree company in circumstances where the adviser is in possession of material confidential information relating to the other party, for example, because it was a previous client or because of involvement in an earlier transaction. This will often necessitate the financial adviser declining to act, for example, because the information is such that a conflict of interest is likely to arise. Such a conflict will normally be incapable of resolution simply by isolating information within the relevant organisation or by assigning different personnel to the transaction. | 為要約人或受要約公司…整句翻译 |
| (b) Conflicts of multi-service financial organisations | (b) 涉及提供多元化服…整句翻译 |
| A financial adviser, or proposed financial adviser, that is part of a multi-service financial organisation should be alert to possible conflicts of interest. | 身為提供多元化服務的…整句翻译 |
| Such conflicts may arise in particular where organisations involve an auditor’s practice or a lending institution. For example a financial adviser must not act as independent financial adviser to an offeree company under Rule 2 of the Takeovers Code if the financial adviser, or any of its affiliated entities, is the auditor of the offeree company. | 可能引致該等利益衝突…整句翻译 |
| In all cases of possible conflict the Executive must be consulted. | 在所有可能出現利益衝…整句翻译 |
| (c) Segregation of businesses | (c) 將不同的業務分隔…整句翻译 |
| It is incumbent upon multi-service financial organisations to familiarise themselves with the implications under the Codes of conducting other businesses in addition to, for example, corporate finance or stockbroking. If one part of such an organisation is involved in an offer, for example, in giving advice to an offeror or the offeree company, a number of Rules of the Codes may be relevant to other parts of that organisation, whose actions may have serious consequences under the Codes. Compliance departments of such organisations have an important role in this respect and are encouraged to liaise with the Executive in cases of doubt. | 多元化金融機構有責任…整句翻译 |
| The concepts of “exempt fund managers” and “exempt principal traders” in the Takeovers Code are in recognition of the fact that fund management and principal trading may be conducted on a day-to-day basis quite separately within the same organisation; but it is necessary for such organisations to satisfy the Executive that this is the case. It is essential, therefore, that such organisations arrange their affairs to ensure not only total segregation of those operations but also that those operations are conducted without regard for the interests of other parts of the same organisation or of their clients. The Takeovers Code contains a number of Rules which are designed to ensure that the principles on which these concepts are based are upheld. | 《收購守則》內加入有…整句翻译 |
| SCHEDULE VIII | 附表VIII…整句翻译 |
| RECEIVING AGENTS’ CODE OF PRACTICE | 接收代理人的作業守則…整句翻译 |
| Note:This Schedule VIII should be read in conjunction with Rules 26.2 and 30.2 of the Takeovers Code and, in particular, Notes 1, 2 and 7 to Rule 30.2. | 注意： 本附表VIII應連…整句翻译 |
| INTRODUCTION | 引言…整句翻译 |
| 1. This Code of Practice has been drawn up after consultation with the Stock Exchange and Hong Kong Federation of Share Registrars. It is reproduced with the agreement and support of these bodies. | 1. 本作業守則是經諮詢…整句翻译 |
| 2. It is essential when determining the result of an offer under the Takeovers Code that appropriate measures are adopted such that all parties to the offer may be confident that the result of the offer is arrived at by an objective procedure which, as far as possible, eliminates areas of doubt. This Code of Practice is designed to ensure that those acceptances and purchases which may be counted towards fulfilling the acceptance condition and thus included in the certificate are properly identified to enable the receiving agent to provide the certificate required by Note 2 to Rule 30.2. Receiving agents are also required to establish appropriate procedures such that acceptances and purchases can be checked against each other and between different categories so that no shareholding will be counted twice. | 2. 在根據《收購守則》…整句翻译 |
| 3. The principles and procedures outlined in this Code of Practice are, except with the prior consent of the Executive, to be followed in all cases. It must be understood that the co-operation between the offeree company’s registrar and the offeror’s receiving agent is expected to ensure that the procedures can be undertaken in a timely manner. Co-operation is interpreted to include the provision of data in a form convenient for the receiving agent. For example, if the receiving agent so requests, following the announcement of an offer, the registrar should, if practicable, provide the register in computer readable form. Whenever possible, if requested to do so, the registrar should provide, in similar form, details of changes to the register rather than a complete new register. | 3. 除非事先獲得執行人…整句翻译 |
| 4. Receiving agents will have direct access to the Executive should they believe that there is insufficient co-operation or that they are being given instructions contrary to this Code of Practice. | 4. 假如接收代理人認為…整句翻译 |
| QUALIFICATIONS FOR ACTING AS A RECEIVING AGENT | 出任接收代理人的資格…整句翻译 |
| 5. A receiving agent to an offer must either:– | 5. 要約的接收代理人必…整句翻译 |
| (a) be a member of the Federation of Share Registrars; or | (a) 是證券登記公司總…整句翻译 |
| (b) be an organisation which has satisfied the Executive that it has the experience and resources necessary to act as receiving agent in connection with the relevant offer. | (b) 在與有關要約有關…整句翻译 |
| THE PROVISION OF THE OFFEREE COMPANY’S REGISTER | 提供受要約公司的登記…整句翻译 |
| 6. (a) When a firm intention to make an offer is announced, the offeree company should instruct its registrar to respond within two business days to a request from the offeror for the provision of the register which should be updated to reflect the position as at the close of business on the date of the request. | 6. (a) 在公布作出要約…整句翻译 |
| (b) The offeree company’s registrar should also be instructed to keep the register as up-to-date as the register maintenance system will allow. The registrar should ensure that maintenance is such that it can comply with paragraph (c) below. The updating procedures should include, in addition to the registration of transfer, the registration of all changes affecting the register (e.g. grants of representation, marriage certificates, changes of address etc.). | (b) 應指示受要約公司…整句翻译 |
| (c) The registrar must provide updates, on a daily basis, to the register within two business days after notification of the transfer and, in addition, copies of all documents which would lead to a change in the last copy register provided to the offeror must be provided as rapidly. On the final register day* any such information received by the offeree company’s registrar but not yet provided to the offeror’s receiving agent must be made available for collection by the offeror’s receiving agent, at the latest, by noon on the day preceding the final closing date§of the offer. | (c) 在接獲有關轉讓的…整句翻译 |
| From the final register day* until the time that the offer becomes or is declared unconditional as to acceptances or lapses, the offeree company’s registrar should continue to update the register on a daily basis so that all transfers and other documents which have been received by the offeree company’s registrar by 1.00 p.m. on the final closing date of the offer are processed by 5.00 p.m. that day at the latest. In addition, copies of these documents should be relayed immediately to the offeror’s receiving agent insofar as not previously notified. | 由登記冊最後當日*直至…整句翻译 |
| (d) Arrangements should be made to ensure that the offeror’s receiving agent has access to the offeree company’s registrar during office hours (i.e. from 9.00 a.m. to 6.00 p.m.) on any business days, during the period between the final register day* and the time the offer becomes or is declared unconditional as to acceptances or lapses, in order that any queries arising from acceptances and purchases can be investigated and accurate decisions taken. In case of urgency, the offeror’s receiving agent should also be given access to the offeree company’s registrar on any days that are not business days or outside office hours on a business day, provided that the receiving agent gives reasonable notice to the registrar to obtain its consent. Such consent should not be unreasonably withheld by the registrar. | (d) 應作出安排以確保…整句翻译 |
| §* See definitions at end of this Schedule. | §* 見本附表結尾部分…整句翻译 |
| COUNTING OF ACCEPTANCES | 接納的計算…整句翻译 |
| 7. The offeror’s receiving agent must ensure that all acceptances counted as valid meet the requirements set out in Note 1 to Rule 30.2. | 7. 要約人的接收代理人…整句翻译 |
| COUNTING OF PURCHASES | 購買的計算…整句翻译 |
| 8. The offeror’s receiving agent must ensure that all purchases counted as valid meet the requirements set out in Note 7 to Rule 30.2. | 8. 要約人的接收代理人…整句翻译 |
| DISCLAIMERS IN RECEIVING AGENTS’ CERTIFICATES | 接收代理人的證明書內…整句翻译 |
| 9. Certificates issued by the offeror’s receiving agent should be unqualified, save for a disclaimer (if necessary) as to limitations on the responsibility of the receiving agent for the errors of third parties which are not evident from the documents available to the receiving agent. A disclaimer in the following form would normally be acceptable; any variation should be agreed specifically by the Executive in advance:– | 9. 要約人的接收代理人…整句翻译 |
| “In issuing this certificate we have, where necessary relied on the following matters: | “在發出本證明書的過…整句翻译 |
| (i) certifications of acceptance forms by the offeree company’s registrar; | (i) 受要約公司的登記…整句翻译 |
| (ii) certifications by the offeree company’s registrar that a transfer of shares has been executed by or on behalf of the registered holder in favour of the offeror company or its nominees. | (ii) 受要約公司的登記…整句翻译 |
| As the offeror company’s receiving agent, we have examined with due care and attention the information provided to us, and as appropriate, made due and careful enquiry of relevant persons, in order that we may issue this certificate and have no reason to believe that the information contained in it cannot be relied upon but, subject thereto, we accept no responsibility or liability whatsoever in respect of any error of the offeree company’s registrar or the offeror company’s buying broker for the matters set out above to the extent that we have relied upon them in issuing this certificate.” | 作為要約公司的接收代…整句翻译 |
| DEFINITIONS: | 定義：…整句翻译 |
| * final register day – the day two days prior to the final closing date§ of an offer. | * 登記冊最後當日－即…整句翻译 |
| § final closing date – the 60th day or other date beyond which the offeror has stated that its offer will not be extended. | § 最後截止日期－即第…整句翻译 |
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