Hong Kong Regulations

SECURITIES AND FUTURES (FEES) RULES - SECT 4

Interpretation of Part 3

PART 3

FEES PRESCRIBED FOR PURPOSES OF SECTION 395(1)(a)(ii) OF ORDINANCE

In this Part, unless the context otherwise requires-

"Codes" (《守則》) 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;

"Executive" (執行人員) means the Executive Director of the Corporate
Finance Division of the Commission or any delegate of the Executive Director;

"Introduction to the Codes" (《守則》引言) means the part of the Codes
entitled

"Introduction" ;

"offer" (要約) 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;

"offer document" (要約文件) means a document required to be submitted to
the Executive under the Codes in connection with an offer;

"offeree company" (要約標的公司) means a corporation for which an offer
is made in accordance with the Codes;

"off-market share repurchase" (場外股份購回) has the meaning assigned to
it by the Codes;

"off-market share repurchase circular" (場外股份購回通告) means a
document required to be submitted to the Executive under the
Share Repurchase Code in connection with an off-market share repurchase;

"relevant shares" (有關股份)-

   (a)  in relation to an offer contained in an offer document, means the
        securities which are the subject of the offer;

   (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

   (c)  in relation to a whitewashed offer, means the securities which would
        be the subject of the offer;

"ruling" (裁定) 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;

"Share Repurchase Code" (《股份購回守則》) means the parts of the
Codes
respectively entitled "Introduction", "Definitions", "General Principles",

"Code on Share Repurchases" and "Schedules";

"Takeovers Appeal Committee" (收購上訴委員會) means the committee
established under section 8 of the Ordinance and known as the
Takeovers Appeal  Committee;

"Takeovers Code" (《收購守則》) means the parts of the Codes
respectively
entitled "Introduction", "Definitions", "General Principles", "Code on
Takeovers and Mergers" and " Schedules";

"Takeovers Panel" (收購委員會) means the committee established under
section 8 of the Ordinance and known as the Takeovers and Mergers Panel;

"whitewash document" (清洗交易文件) means a document required to be
submitted to the Executive under the Whitewash Guidance Note in Schedule VI to
the Codes;

"whitewashed offer" (清洗交易要約), 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.

"Codes" (《守則》)

"Executive" (執行人員)

"Introduction to the Codes" (《守則》引言)

"offer" (要約)

"offer document" (要約文件)

"offeree company" (要約標的公司)

"off-market share repurchase" (場外股份購回)

"off-market share repurchase circular" (場外股份購回通告)

"relevant shares" (有關股份)

"ruling" (裁定)

"Share Repurchase Code" (《股份購回守則》)

"Takeovers Appeal Committee" (收購上訴委員會)

"Takeovers Code" (《收購守則》)

"Takeovers Panel" (收購委員會)

"whitewash document" (清洗交易文件)

"whitewashed offer" (清洗交易要約)