|
[接上页] (f) For item 4, adequate disclosure is given if the communication contains- (i) wording substantially similar to the following- "In connection with this [issue/offer], [name the stabilizing manager] [or any person acting for it] may over-allot or effect transactions with a view to supporting the market price of [give description of the relevant securities] at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there is no obligation on [name the stabilizing manager] [or any person acting for it] to do this. Such stabilizing action, if taken, may be discontinued at any time, and is required to be brought to an end after a limited period.";(ii) a summary of the possible stabilizing action to be taken under section 6 or 7 of these Rules;(iii) warnings to the effect- (A) that the stabilizing manager may, in connection with the stabilizing action, maintain a long position in the relevant securities; (B) that there is no certainty regarding the extent to which and the time period for which the stabilizing manager will maintain such a position; (C) that investors should be warned of possible impact in the case of liquidation of the long position by the stabilizing manager; (D) that stabilizing action cannot be taken to support the price of any relevant securities for longer than the stabilizing period which begins on the commencement of trading of the relevant securities after the offer document is issued and the offer price for the relevant securities is announced, whether in the offer document or otherwise, and ends on the earlier of the 30th day after- (I) the closing date; or (II) the commencement of trading of the relevant securities, that the stabilizing period is expected to expire on [insert date], and that after this date, when no further stabilizing action may be taken, demand for the security, and therefore its price, could fall;(E) that investors should be aware that the price of the security cannot be assured to stay at or above its offer price by the taking of any stabilizing action; and (F) that stabilizing bids may be made or transactions effected in the course of the stabilizing action at any price at or below the offer price, which means that stabilizing bids may be made or transactions effected at a price below the price the investor has paid for the security. Cap 571W Sched 2 PRICING LIMITS [sections 7, 11 & 13] Item Time or circumstances of action Maximum price 1. Initial stabilizing action The offer price 2. After the initial stabilizing action, where there has been a deal done or transaction effected at a price above the stabilizing price on the relevant market The offer price, or the price at which that deal was done or at which that transaction was effected, whichever is the lower 3. After the initial stabilizing action, where there has been no deal or transaction described in item 2 The offer price, or the initial stabilizing price, whichever is the lowerNotes: (a) For the purposes of item 2, a deal done or transaction effected does not include a deal done or transaction effected by or on the instructions of the stabilizing manager. (b) For the purposes of this Schedule, "relevant market" (有关市场) means the relevant recognized stock market, relevant authorized automated trading services, or relevant overseas stock market which the stabilizing manager believes to be the principal market on which those securities are dealt in at the time of the deal or transaction. (c) Where the price of any relevant securities on the relevant market is in a currency other than the currency of the price of the securities to be stabilized, stabilizing bids may be made or transactions effected at a price that reflects any change in the relevant rate of exchange; but this does not permit stabilizing action at a price above the equivalent, in the other currency, of the offer price in the currency of the relevant exchange. Cap 571W Sched 3 POST-STABILIZATION DISCLOSURE [section 9] The public announcement referred to in section 9(2) of these Rules shall contain the following information- (a) the ending date of stabilizing period; (b) whether or not any stabilizing action was taken; (c) where there were more than one purchase in the course of any stabilizing action, the price range between which purchases were made; (d) where applicable, the date of the last purchase in the course of any stabilizing action and the price at which it was made; and (e) where applicable, the extent to which any over-allotment option was exercised. Cap 571W Sched 4 OVERSEAS STABILIZATION [section 15] Item Specified provisions Specified body or authority which made the specified provisions 1. The Price Stabilising Rules, chapter 2 of the Market Conduct Sourcebook Financial Services Authority, United Kingdom (L.N. 266 of 2003) |