TNAG-2306-FCO40-3340-Future-of-Hong-Kong-stock-market-and-exchange-rate-1991 — Page 72

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1.4

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The responsibilities provided for in this Code apply:-

(1) to directors of public companies;

(2) to shareholders of public companies;

(3) to other persons concerned in share repurchases; and (4) to their professional advisers.

In addition, any other persons who issue circulars or advertisements to shareholders in connection with share repurchases must observe the highest standards of care.

The role of financial advisers and of other professional advisers is of

of particular importance, and it is part of their responsibility to draw their clients' attention to the obligations imposed by the Code, and to give guidance to their client.

Administration and Procedure

The

The Code is administered by the Takeovers Committee. Chairman of the Takeovers Committee will implement the Code in its day-to-day operation and may delegate authority to members of CFD.

The Chairman is available for consultation on points of difficulty, has wide discretionary power, and may refer matters to the Takeovers Committee when he thinks its advice would be useful.

It is not intended that all share repurchase proposals should be submitted to the Chairman before they are made, but if the parties involved are in any doubt about the interpretation” of any of the provisions of the Code, they should always consult the Chairman in advance. Any person who, having

having discussed a matter with the Chairman, is not satisfied with a ruling or recommendation may refer the matter to the Takeovers Committee.

If it appears to the Chairman that there may have been a breach of the Code, paragraph 4 of the Takeovers Code's Procedure section shall be applicable.

Format

For ease of reference, Notes indicating how the Takeovers Committee would intend to interpret the rules have been inserted under each rule,