12 DEC. '90
16:57
LINKLATERS & PAINES 852 8107021 LINKLATERS & PAINES 8 P.4
PART 4 RULES
1.
Share repurchases to be effected by way of a general offer
A company may only engage in a share repurchase by way of a general offer or in accordance with Rule 2.
A general offer shall be made on the same terms to all holders of shares of the class of shares that is tha subject of the general offer. A general offer may exclude shareholders located in a jurisdiction other than Hong Kong, the laws of which prohibit a share repurchase made in accordance with the requirements of the Code.
A general offer may be made for all, or part only, of a class of shares. If the general offer is made for less than all of the outstanding shares of a class and a greater number of shares is tendered to the offer than the offeror is bound or willing to take up, the shares shall taken up and paid for pro rata, disregarding fractions, according to the number of securities tendered to the offer by each shareholder. If, as the result of a partial offer, a shareholder is left holding an odd lot of shares, such odd lot shall, at the option of the shareholder, be deemed to be included in the partial offer and shall be deemed to have been accepted by the offeror.
The consideration offered for shares to be repurchased may consist of cash or securities or part cash and part securities. If the consideration to be offered consists, in whole or in part, of securities the offer document shall include, in addition to the information required by Rule 3, such other information as would be included in a prospectus in relation to the securities to be issued.