Hong Kong Regulations

SECURITIES AND FUTURES (PRICE STABILIZING) RULES,SECURITIES AND FUTURES (PRICE STABILIZING) RULES - SECT 2

Interpretation

(Past version on 01/04/2003).



"ancillary stabilizing action" (附帶穩定價格行動)

"associate" (有聯繫者)

"closing date" (截止日期)

"commission" (佣金)

"debt securities" (債務證券)

"depositary receipt" (寄存單據)

"equity securities" (權益證券)

"first public announcement date" (首次公開宣告日期)

"initial stabilizing action" (初步穩定價格行動)

"initial stabilizing price" (初步穩定價格)

"issuer" (發行人)

"offer" (要約)

"offer document" (要約文件)

"offer price" (要約價)

"offeror" (要約人)

"overseas stock market" (海外證券市場)

"primary stabilizing action" (基本穩定價格行動)

"prospectus" (招股章程)

"public announcement" (公開宣告)

"relevant authorized automated trading services"
(有關認可自動化交易服務)

"relevant communications" (有關通訊)

"relevant offer" (有關要約)

"relevant securities" (有關證券)

"stabilizing action" (穩定價格行動)

"stabilizing manager" (穩定價格操作人)

"stabilizing period" (穩定價格期間)

"stabilizing price" (穩定價格)

(1) In these Rules, unless the context otherwise requires-

"ancillary stabilizing action" (附帶穩定價格行動), in relation to any
relevant  securities, means any action that may be taken under section 7 in
connection with any primary stabilizing action in respect of the relevant 
securities;

"associate" (有聯繫者)-

   (a)  for the purposes of or in connection with determining the application
        of section 4, has the meaning assigned to it by section 245(1) of the
        Ordinance; or

   (b)  for the purposes of or in connection with determining the application
        of section 5, has the meaning assigned to it by section 285(1) of the
        Ordinance;

"closing date" (截止日期), in relation to any relevant securities, means-

   (a)  the date specified in an offer document relating to the
        relevant securities as the last date for acceptance of the offer; or

   (b)  if no such date is specified in the offer document relating to the
        relevant securities, the date on which the offeror receives any of the
        proceeds of the offer;

"commission" (佣金) means any form of commission, including a benefit of any
kind, offered or given in connection with any regulated activity;

"debt securities" (債務證券) means debentures issued by, or which it is
reasonably foreseeable will be issued by, a corporation, a multilateral
agency, or a government or municipal government authority;

"depositary receipt" (寄存單據) means a certificate or any other
instrument which-

   (a)  confers contractual or property rights (other than rights consisting
        of options) on its holder in respect of equity securities or
debt securities held by a depositary, custodian or other person ("the
custodian") not being the person on whom the rights are conferred by the
certificate or instrument;

   (b)  may be transferred by its holder without requiring the consent of
        the custodian;

   (c)  is traded or has been admitted to trading on an overseas stock 
        market; and

   (d)  is uniform in all material respects with the equity securities or the
        debt securities it represents and is changeable by its holder into the
        equity securities or the debt securities at any time;

"equity securities" (權益證券) means shares issued by, or which it is
reasonably foreseeable will be issued by, a corporation, but does not include
any interest in any collective investment scheme;

"first public announcement date" (首次公開宣告日期), in relation to
any relevant  securities, means the date of the first public announcement
relating to the relevant securities which indicates, or might reasonably be
understood as indicating, that an offer relating to the relevant securities is
intended to take place in some form and at some time;

"initial stabilizing action" (初步穩定價格行動), in relation to any
relevant  securities, means the first action taken by the stabilizing manager
in the course of primary stabilizing action in respect of the
relevant securities;

"initial stabilizing price" (初步穩定價格), in relation to any relevant 
securities, means the price at which the stabilizing manager takes any
initial stabilizing action in respect of the relevant securities;

"issuer" (發行人)-

   (a)  in relation to a depositary receipt, means the person who issued or is
        to issue the securities which the depositary receipt represents; or

   (b)  in relation to any other relevant securities, means the person by whom
        the relevant securities are or are to be issued;

"offer" (要約) means an offer or an invitation to make an offer, or (except
in sections 6(b) and 7(1)(d)) an issue;

"offer document" (要約文件)-

   (a)  in relation to an offer described in section 3(d)(i), means a
        prospectus, or an advertisement, invitation or document the issue of
        which has been authorized by the Commission under section 105 of the
        Ordinance; or

   (b)  in relation to an offer described in section 3(d)(ii), means the
        public announcement referred to therein;

"offer price" (要約價), in relation to any relevant securities, means the
specified price at which the relevant securities are offered to the public
without accounting for any concessions, commission, brokerage, transaction
fees or levies;

"offeror" (要約人), in relation to an offer of any relevant securities,
means the issuer, or a holder of the relevant securities making the offer;

"overseas stock market" (海外證券市場) means a stock market outside Hong
Kong;

"primary stabilizing action" (基本穩定價格行動), in relation to any
relevant  securities, means any action that may be taken under section 6;

"prospectus" (招股章程)-

   (a)  in relation to an offer of any relevant securities in a company, means
        a prospectus authorized for registration under section 38D of the
        Companies Ordinance ( Cap 32); or

   (b)  in relation to an offer of any relevant securities in a non-Hong Kong
        company, means a prospectus authorized for registration under
        section 342C of the Companies Ordinance ( Cap 32); (30 of 2004 s. 3)

"public announcement" (公開宣告), in relation to any relevant securities,
means any communication made by or on behalf of an offeror or the
stabilizing manager, being a communication made in circumstances in which it
is likely that members of the public will become aware of the communication;

"relevant authorized automated trading services"
(有關認可自動化交易服務) means authorized automated trading
services where-

   (a)  the terms of their authorization include a term permitting
        stabilizing action to be taken in compliance with these Rules in
        respect of relevant securities traded by means of such authorized
        automated trading services; and

   (b)  such term is contained in the register maintained under section 99(1)
        of the Ordinance;

"relevant communications" (有關通訊) means any of the communications
specified in Schedule 1;

"relevant offer" (有關要約) means an offer of relevant securities in
respect of which any stabilizing action is taken;

"relevant securities" (有關證券) means-

   (a)  equity securities;

   (b)  debt securities; or

   (c)  depositary receipts of equity securities or debt securities;

"stabilizing action" (穩定價格行動) means primary stabilizing action or
ancillary stabilizing action;

"stabilizing manager" (穩定價格操作人) means the single intermediary
appointed by or on behalf of the offeror to take any stabilizing action under
these Rules;

"stabilizing period" (穩定價格期間), in relation to any
relevant securities, means the period-

   (a)  beginning on the earlier of-

        (i)    the commencement of trading of the relevant securities on a
               recognized stock market or by means of
               relevant authorized automated  trading services; or

        (ii)   where applicable, the commencement of trading of the relevant 
               securities on a specified stock exchange outside Hong Kong,
               after the offer document relating to the relevant securities is
               issued and the offer price for the relevant securities is
               announced, whether in the offer document or otherwise; and

   (b)  ending on the earlier of the 30th day after-

        (i)    the closing date; or

        (ii)   the commencement of trading of the relevant securities on a
               recognized stock market;

"stabilizing price" (穩定價格), in relation to any relevant securities,
means the price at which any stabilizing action in respect of the relevant 
securities is taken.

(2) For the purposes of these Rules, a depositary receipt shall be regarded as
the same as the equity securities or the debt securities it represents in the
corresponding quantity.