DEC. 12 '90 17:33

PART 2 : DEFINITIONS

P.003

1. CFD means the corporate Finance Division of the SFC.

Chairman means the Chairman of the Takeovers Committee.

2.

4.

3. Code means the Hong Kong Code on Share Repurchases.

General offer means a share repurchase effected by way an offer made by an offeror to all holders of shares of a class of shares of the offeror that is the subject of a share repurchase.

of

5. Listing Rules means the Rules Securities on the Stock Exchange.

offer means a share repurchase.

Governing the Listing of

6.

7.

offeree means shareholders whose of a share repurchase.

shares are the subject

2.

offeror means

a

engaging in, a

9.

10.

shares.

company engaged in, or considering share repurchase in respect of its own

off-market share repurchase means a share repurchase that is not general offer and is not otherwise exempt from the requirements of the Code by virtue of paragraphs (a), (c), (d), (e), and (f) of Rule 2.

on-market made by:

share repurchase

means а share repurchase

(a) a company having a *listing on the Stock Exchange through the facilities of the Stock Exchange in accordance with the Listing Rules;

(b) a company having a primary listing on the Stock Exchange through the facilities of another exchange recognized by the Chairman and the Stock Exchange as having share repurchase rules comparable to those the Listing Rules provided such share repurchase is made in accordance with the rules of such other exchange;

of

(c) a company having а primary listing on the Stock Exchange through the facilities of another exchange in accordance with the Listing Rules; or

(d) a company having a secondary listing on the Stock Exchange through the facilities of the Stock Exchange in accordance with rules of another exchange that are recognized by the Chairman and the Stock Exchange as being comparable to the Listing Rules.

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