XN000022-1991-03-20 — Page 8

WEDNESDAY, MARCH 20, 1991

THE

IN JANUARY 1990 THE SECURITIES AND FUTURES COMMISSION AND

JOINT PROPOSALS TO STOCK EXCHANGE ISSUED FOR PUBLIC CONSULTATION PERMIT COMPANY SHARE REPURCHASES IN HONG KONG.

SUPPORT BROAD "THE PROPOSALS

CHANGES A

LARGELY TECHNICAL FEW SUBSEQUENTLY PROPOSALS IN THE LIGHT OF COMMENTS RECEIVED,

RECEIVED

ו!

IN THE WERE MADE HE SAID.

MARKET. TO THE

THE MODIFIED PROPOSALS WERE ENDORSED BY THE STANDING ON COMPANY LAW REFORM IN JUNE 1990.

COMMITTEE

LISTED HAVE PROTECT

AND UNLISTED,

THAT MADE CERTAIN

THE INTERESTS OF

THE

*

THE SPOKESMAN SAID.

"IN PROPOSING TO GIVE COMPANIES,

WE SHARES, THEIR ABILITY то REPURCHASE

ARE SAFEGUARDS

PLACE TO IN SUFFICIENT CREDITORS AND NON-SELLING SHAREHOLDERS,

AS RECOMMENDED BY THE STANDING COMMITTEE ON COMPANY LAW REFORM, THE MAIN SAFEGUARDS ARE THAT:

THE PURCHASE MUST BE PERMITTED BY THE COMPANY'S ARTICLES ASSOCIATION;

OF

THE PRIOR APPROVAL OF THE SHAREHOLDERS TO ANY PURCHASE BE OBTAINED;

MUST

*

THE SHARES TO BE PURCHASED MUST BE FULLY PAID;

THE SHARES MUST BE PURCHASED OUT OF DISTRIBUTABLE PROFITS;

*

THE SHARES PURCHASED MUST BE CANCELLED; AND

*

THERE MUST BE PROMPT PUBLIC DISCLOSURE OF ALL PURCHASES. "THE ABOVE SAFEGUARDS AND OTHERS ARE CONTAINED IN THE BILL.

DRAWN UP BY THE SECURITIES CODE SHARE REPURCHASE COMMISSION AND THE REVISED LISTING RULES OF THE STOCK

SAID.

A

AND FUTURES EXCHANGE, НВ

REPURCHASE

THE

THE BILL PROVIDES THAT AN UNLISTED COMPANY MAY ONLY UNDER A CONTRACT AUTHORISED IN ADVANCE BY A SPECIAL RESOLUTION OF COMPANY.

OF MEMORANDUM A COPY OF THE CONTRACT OR A WRITTEN MUST BE AVAILABLE FOR INSPECTION BY MEMBERS OF THE COMPANY AND AT THE MEETING AT WHICH THEY AUTHORISE THE REPURCHASE.

THE BILL ALSO PROVIDES THAT A LISTED COMPANY MAY ONLY ITS OWN SHARES IN ACCORDANCE WITH THE SHARE REPURCHASE CODE.

ITS TERMS PRIOR TO

PURCHASE

"ESSENTIALLY, THE

APPROACH

WAY

IS TO REQUIRE

OF A GENERAL

COMPANY OFFER

SHARE ΤΟ ALL TO

REPURCHASES ΤΟ BE ACHIEVED BY SHAREHOLDERS IN ACCORDANCE WITH RULES SIMILAR TO THOSE APPLICABLE TAKEOVER BIDS, THE SPOKESMAN SAID.

+7

THE GENERAL

TO APPLY

CERTAIN

EXEMPT

RULE WOULD NOT OFFER TRANSACTIONS INCLUDING ON-MARKET PURCHASES MADE THROUGH THE FACILITIES OF THE STOCK EXCHANGE IN ACCORDANCE WITH THE LISTING RULES.

/"THE REQUIREMENT