Hong Kong Regulations

SECURITIES AND FUTURES (PRICE STABILIZING) RULES - SECT 3

Application

(Past version on 01/04/2003).

Notwithstanding anything in these Rules, stabilizing action may only be taken
in respect of relevant securities the subject of an offer for cash where-

   (a)  the offer for cash is to be, or has been, made at a specified price
        payable in Hong Kong dollars or in any foreign currency;

   (b)  the relevant securities are traded or have been admitted to trading on
        a recognized stock market or by means of relevant authorized 
        automated trading services, or are the subject of an application for
        admission to trading on a recognized stock market or by means of
        relevant  authorized automated trading services;

   (c)  the total value of the relevant securities offered (excluding any
        allocation of the relevant securities referred to in section  7
        (1)(a)(i)) at the offer price is not less than $100 million (or its
        equivalent in any foreign currency); and

   (d)  the offer is to the public, and such offer-

        (i)    is to be, is, or has been subject of 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

        (ii)   (A) is an offer- (I) within the meaning of section 343(2) of
               the Companies Ordinance ( Cap 32); or (II) as specified in
               section 1 of Part 1 of the Seventeenth Schedule to the
               Companies Ordinance ( Cap 32) as read with the other Parts of
               that Schedule; (L.N. 180 of 2004) (B) is for
               relevant securities that are or will be uniform in all respects
               with securities previously issued and for the time being traded
               or admitted to trading on a recognized stock market or by means
               of relevant authorized automated trading services; and (C) is
               to be, is, or has been subject of a public announcement
               containing the offer price of the relevant securities and the
               information relating to the relevant securities required in
               item 4 of Schedule 1, provided that if the offer comprises
               equity securities to be sold by an existing shareholder, the
               shareholder has agreed to subscribe for the same number of such
               equity securities at the same price after taking account of
               expenses incurred.