| (Cap 571, section 377) [1 April 2003] L.N. 12 of 2003(L.N. 219 of 2002) Cap 571X s 1 (Omitted as spent) (Omitted as spent) Cap 571X s 2 Interpretation (1) In these Rules, unless the context otherwise requires- "approved lending agent" (核准借出代理人) means a corporation approved by the Commission in accordance with section 8, in so far as the approval has not been withdrawn under that section; "collateral" (抵押品) means any money, securities, letter of credit or guarantee deposited with, or otherwise provided by or on behalf of a borrower of shares, to a lender of the shares (or deposited or provided in accordance with the lender's instructions) under a relevant agreement, which is so deposited or provided as security for the return of shares lent under the relevant agreement; "duty of disclosure" (披露责任) has the meaning assigned to it by section 308 of the Ordinance; "equivalent shares" (相等股份) means shares of an identical description, nominal value and amount to the particular shares lent by, or transferred or delivered to, an approved lending agent or a regulated person (as the case may be); "listed corporation" (上市法团) has the meaning assigned to it by section 308 of the Ordinance; "mark to market" (按照市值计算差额) means to adjust the valuation of shares lent or collateral, being the subject of a relevant agreement, to reflect their current market values; "prescribed purpose" (订明目的), in relation to shares lent or borrowed under a relevant agreement, means- (a) on-lending the shares, under the terms of another relevant agreement, to a third party; or (b) returning the shares, under the terms of the first-mentioned relevant agreement, to the same person from whom the shares were borrowed;"qualified shares" (合资格股份) means shares- (a) in which a person is interested; (b) which the person has authorized an approved lending agent to lend as his agent; and (c) which the approved lending agent is authorized to lend only under a relevant agreement,and, in the case where any of those shares have been lent by the approved lending agent under a relevant agreement, shall include the shares so lent, only if the right of the approved lending agent under the relevant agreement to require the return of the shares has not been extinguished;"regulated person" (受规管人士) means- (a) an intermediary licensed or registered under Part V of the Ordinance for Type 1 regulated activity; or (b) a corporation which is licensed, registered or exempt in a place outside Hong Kong recognized for the purposes of these Rules by the Commission for an activity which in the opinion of the Commission is equivalent to Type 1 regulated activity;"relevant agreement" (有关协议) means a securities borrowing and lending agreement containing provisions under which- (a) on delivery of the shares borrowed, the borrower of shares is required to deliver to the lender of the shares (or in accordance with the lender's instructions), collateral of a value exceeding the market value of the shares lent, as security for the return of the shares lent; (b) the value of the collateral and the shares lent are marked to market on a daily basis, and the borrower is required to provide additional collateral if the value of the collateral is less than the market value of the shares lent; and (c) the lender can require the return of the shares lent, and the borrower is obliged to return the shares, at any time on giving notice to the borrower,and such provisions are of the essence of the agreement; "relevant event" (有关事件) for the purposes of these Rules, and for determining a duty of disclosure and a duty to give a notification under Part XV of the Ordinance pursuant to these Rules, means in a case under section 3(3), 5(4) or (5) or 7(2), (3) or (4), the circumstances referred to in such section; "relevant share capital" (有关股本) has the meaning assigned to it by section 308 of the Ordinance; "relevant time" (有关时间) means the time of the occurrence of the relevant event; "shares" (股份) means shares comprised in the relevant share capital of a listed corporation and includes- (a) an interest in the shares so comprised; and (b) equivalent shares;"short position" (淡仓) has the meaning assigned to it by section 308 of the Ordinance. (2) For the purposes of these Rules, a reference to shares lent shall be construed as a reference to shares transferred or delivered by a person, under a relevant agreement, to another person who has to return the shares to the first-mentioned person, when required to do so, and a reference to shares borrowed shall be construed accordingly. Cap 571X s 3 Exclusion for a person lending through an approved lending agent (1) Subject to subsection (3), a person who would otherwise come under a duty of disclosure under section 310 of the Ordinance in the circumstances specified in section 313(1)(d) of the Ordinance is not under such a duty if the change in the nature of his interest in shares occurs in the circumstances specified in subsection (2). |
