| (Cap 571, sections 282 and 306) [1 April 2003] L.N. 12 of 2003(L.N. 218 of 2002) Cap 571W s 1 (Omitted as spent) PART 1 PRELIMINARY (Omitted as spent) Cap 571W s 2 Interpretation (1) In these Rules, unless the context otherwise requires- "ancillary stabilizing action" (附带稳定价格行动), 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" (有联系者)- (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" (债务证券) 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" (寄存单据) 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" (权益证券) 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" (首次公开宣告日期), 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" (初步稳定价格行动), 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" (初步稳定价格), 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" (发行人)- (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" (要约) means an offer or an invitation to make an offer, or (except in sections 6(b) and 7(1)(d)) an issue; "offer document" (要约文件)- (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" (要约价), 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" (要约人), 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" (海外证券市场) means a stock market outside Hong Kong; "primary stabilizing action" (基本稳定价格行动), 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 an overseas company, means a prospectus authorized for registration under section 342C of the Companies Ordinance (Cap 32);"public announcement" (公开宣告), 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; |
