104
CAP. 333]
Securities
[1989 Ed.
"IMPORTANT
If you are in doubt as to any aspect of this offer, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant, or other professional adviser."
SCHEDULE 2
[ss. 72 & 149]
I.
REQUIREMENTS TO BE SATISFIED IN RELATION TO
OFFERS TO DISPOSE OF SECURITIES
If the securities offered are currently listed or quoted on the Unified Exchange or a foreign stock exchange and will be uniform in all respects with the securities so currently listed or quoted, the offer shall- (Amended 58 of 1985 s. 88)
and-
2.
(a) state that fact and specify the exchange on which those securities, or the securities with which they will be uniform, are currently listed or quoted;
(b) specify the last recorded price paid in respect of the securities on the Unified Exchange, or, in the case of a foreign stock exchange, listed or quoted, on the latest practicable date during the period of 3 months immediately preceding the date of the offer; (Replaced 62 of 1976 s. 35. Amended 58 of 1985 s. 88)
(c) specify the last price paid in respect of the securities on the last trading day of each of the 6 months immediately preceding the date of the offer;
(d) specify the highest and the lowest prices paid in respect of the securities during the period of 6 months immediately preceding the date of the offer;
(e) where the offer has been the subject of a public announcement, whether, in a newspaper or in any other form of news medium or otherwise, specify the last price paid on the last trading day during the period of 3 months immediately preceding the public announcement, or, if the securities were not dealt in during that period, this should be stated. (Amended 62 of 1976 s. 35)
Where the securities offered are those of a corporation incorporated outside Hong Kong (a) are listed or quoted on a stock exchange in the country or territory where the corporation was incorporated; or
(b) are yet to be issued but will be in all respects uniform with the securities already so listed or quoted,
the offer shall specify that fact and the name of the stock exchange on which those securities, or the securities with which they will be uniform, are so listed or quoted.
3. The offer shall, in the case of securities of a corporation which are not listed or quoted on the Unified Exchange or a foreign stock exchange, or which are not uniform in all respects with securities so listed or quoted, (Amended 58 of 1985 s. 88)
(a) give particulars of any restriction in the corporation's constitution which has the effect of requiring a holder of the corporation's securities to offer them for purchase to members of the corporation or any other person before transferring them in pursuance of the offer;
(b) except where the offer is accompanied by a document which conforms with Part II or XII of the Companies Ordinance (Cap. 32) in relation to the corporation whose securities are the subject of the offer, contain the particulars specified in paragraph 4 of this Schedule or be accompanied by a statement in writing containing those particulars.
(1) The particulars referred to in paragraph 3(b) are as follows-
(a)
(i) the year in which, and the country or territory in which, the issuing corporation was incorporated;
(ii) the address of its registered or principal office in Hong Kong; and
Page 105
Page 106
104
CAP. 333]
Securities
[1989 Ed.
"IMPORTANT
If you are in doubt as to any aspect of this offer, you should consult a stockbroker or other registered dealer in securities, à bank manager, solicitor, professional accountant, or other professional adviser.".
SCHEDULE 2
[ss. 72 & 149]
I.
REQUIREMENTS TO BE SATISFIED IN RELATION TO
OFFERS TO DISPOSE OF SECURITIES
If the securities offered are currently listed or quoted on the Unified Exchange or a foreign stock exchange and will be uniform in all respects with the securities so currently listed or quoted, the offer shall- (Amended 58 of 1985 s. 88)
and-
2.
(a) state that fact and specify the exchange on which those securities, or the securities
with which they will be uniform, are currently listed or quoted;
(b) specify the last recorded price paid in respect of the securities on the Unified Exchange, or, in the case of a foreign stock exchange, listed or quoted, on the latest practicable date during the period of 3 months immediately preceding the date of the offer; (Replaced 62 of 1976 s. 35. Amended 58 of 1985 s. 88)
(c) specify the last price paid in respect of the securities on the last trading day of each of
the 6 months immediately preceding the date of the offer;
(d) specify the highest and the lowest prices paid in respect of the securities during the
period of 6 months immediately preceding the date of the offer;
(e) where the offer has been the subject of a public announcement, whether, in a newspaper or in any other form of news medium or otherwise, specify the last price paid on the last trading day during the period of 3 months immediately preceding the public announcement, or, if the securities were not dealt in during that period, this should be stated. (Amended 62 of 1976 s. 35)
Where the securities offered are those of a corporation incorporated outside Hong Kong (a) are listed or quoted on a stock exchange in the country or territory where the
corporation was incorporated; or
(b) are yet to be issued but will be in all respects uniform with the securities already so
listed or quoted,
the offer shall specify that fact and the name of the stock exchange on which those securities, or the securities with which they will be uniform, are so listed or quoted.
3. The offer shall, in the case of securities of a corporation which are not listed or quoted on the Unified Exchange or a foreign stock exchange, or which are not uniform in all respects with securities so listed or quoted, (Amended 58 of 1985 s. 88)
(a) give particulars of any restriction in the corporation's constitution which has the effect of requiring a holder of the corporation's securities to offer them for purchase to members of the corporation or any other person before transferring them in pursuance of the offer;
(b) except where the offer is accompanied by a document which conforms with Part II or XII of the Companies Ordinance (Cap. 32) in relation to the corporation whose securities are the subject of the offer, contain the particulars specified in paragraph 4 of this Schedule or be accompanied by a statement in writing containing those particulars.
(1) The particulars referred to in paragraph 3(b) are as follows-
(a)
(i) the year in which, and the country or territory in which, the issuing corporation
was incorporated;
(ii) the address of its registered or principal office in Hong Kong; and
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