CONFIDENTIAL
137213 MDLIAN 6079
ON THE OVERSEAS EXCHANGE OF PRIMARY LISTING OR WHEN THE DIRECTOR DO NOT INTEND TO MAINTAIN THE PRIMARY LISTING FOR THE FORESEEABLE FUTURE:
(II) WHERE THERE IS NOT A LIQUID MARKET IN THE COMPANY'S SHARES ON THE OVERSEAS EXCHANGE. A LONGER NOTICE PERIOD SHOULD BE REQUIRED TO ENSURE THAT SHAREHOLDERS WILL NOT BE SUBJECT TO UNDUE ECONOMIC COMPULSION TO DISPOSE OF THEIR SHARES BECAUSE THE OVERSEAS EXCHANGE DOES NOT HAVE THE LIQUIDITY AND, HENCE, EASE OF TRADING AND SETTLEMENT NECESSARY TO ENSURE THAT HONG KONG INVESTORS CAN DEAL ON THAT EXCHANGE ON ACCEPTABLE TERMS:
(C) TAKEOVER CODE: THE LISTING AGREEMENT SHOULD SPELL OUT THAT THE COMPANY, WITH A SECONDARY LISTING, WILL BE BOUND TO COMPLY WITH THE TAKEOVER CODE TO THE EXTENT THAT THE CODE APPLIES' WHICH IS THE AGREED WORDING TO BE USED IN THE CONTEXT OF THE THEN 'TRADING LISTING':
(D) MOU WITH PRIMARY EXCHANGE: THE LISTING RULES SHOULD REQUIRE A LEAD REGULATION ARRANGEMENT OR MOU SATISFACTORY TO THE SFC WHICH, AMONG OTHER THINGS, WOULD OBLIGE SEHK AND THE PRIMARY LISTING EXCHANGE TO PROVIDE ASSISTANCE ON MATTERS CONCERNING CONTRAVENTION OF LISTING RULES AND OTHER REGULATORY ISSUES.
3. THE ABOVE HAS BEEN COMMUNICATED TO SEHK ON FEBRUARY 20 AND THE INITIAL RESPONSE IS FAVOURABLE. SEHK COUNCIL WILL CONSIDER SFC'S SUGGESTED AMENDMENTS ON MARCH 4. THE PROPOSALS HAVE YET TO BE PUT TO JARDINES BUT IT IS OUR ASSESSMENT THAT THEY WILL FIND THEM GENERALLY ACCEPTABLE THOUGH THEY MAY CAVIL AT 2(B) (1) AND (II) ABOVE.
TAKEOVER CODE
4.
JARDINE HAS ACCEPTED THAT TO ENGAGE IN PUBLIC CONSULTATION ON THIS ISSUE AT THIS TIME WOULD BE UNPRODUCTIVE AND CONTROVERSIAL, BUT IT STILL EXPECTS TO BE ABLE TO WORK OUT AN ACCEPTABLE PROPOSAL WITH SFC IN PRIVATE DISCUSSION AND AN AGREEMENT BY THE END OF THE YEAR. SFC WILL CONTINUE ITS DIALOGUE WITH JARDINES.
SHARE REPURCHASE CODE
5. SFC IS CONSIDERING JARDINE'S APPLICATION FOR A WAIVER OF THE SHARE REPURCHASE CODE BASED ON COMPLIANCE WITH CERTAIN GUIDELINES
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CONFIDENTIAL
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