CHAPTER 11 TAKE-OVERS AND MERGERS [Deleted] as per 21 September 2011

PART A - GENERAL

11.01 Introduction

(1) This Chapter sets out the disclosure requirements that must be complied with in relation to a take-over of a listed corporation.

(2) Where an offeror is not a listed corporation but makes a take-over offer on a listed corporation or any of its subsidiaries, the offeror must comply with the relevant requirements in this Chapter.

PART B - DEFINITIONS

11.02 Definitions

For the purpose of this Chapter, unless the context otherwise requires, the words or expressions defined in the Take-Overs and Mergers Code and section 216 of the CMSA when used in this Chapter, have the meanings given under the Take-Overs and Mergers Code and the CMSA.

PART C - GENERAL REQUIREMENTS

11.03 Secrecy during discussion stage

Where discussions are ongoing between a listed corporation and a corporation, person or group which may lead to an offer being made, the directors, officers and advisers of both parties must do everything possible to maintain secrecy in order to avoid disturbance in the price level of the shares.

11.04 Immediate announcement of notice of take-over offer

Where a person sends a written notice of a take-over offer in relation to securities or voting shares which are listed pursuant to section 12(2) or 12(3)(a) of the Take-Overs and Mergers Code, such person must immediately announce such notice to the Exchange. Such person must include in the announcement the information set out in Part A of Appendix 11A.

11.05 Immediate announcement of notice received and acceptance of take-over offer

Where a listed corporation receives a notice of intention to make a take-over offer, the directors must immediately announce such notice to the Exchange. The listed corporation must include in the announcement the information set out in Part B of Appendix 11A.

11.06 Documents to be sent to all classes of securities

An offeree must send to all holders of other classes of shares and convertible securities of the listed corporation, whether or not such securities are covered by the take-over offer, a copy of all documents which is required by law to be sent to the holders of the shares and convertible securities subject to the take-over offer.

11.07 Announcements of dealings by offeror, etc. during offer period

(1) Subject to subparagraph (2) below, the following persons must immediately announce to the Exchange the total number and price of all voting shares in the offeror and the offeree which are dealt in for their own account during the offer period, not later than 12.00 noon on the market day following the date of the relevant transaction:

(a) the offeror, the offeree and all persons acting in concert with the offeror;

(b) a substantial shareholder of the offeree or in the case of a securities exchange offer, a substantial shareholder of the offeror. For the purpose of this paragraph, a “substantial shareholder” means a person who has an interest or interests in one or more voting shares of the corporation and the nominal amount of that voting share, or the aggregate of the nominal amount of those voting shares, is not less than 5% of the aggregate of the nominal amounts of all the voting shares of the corporation;

(c) any chief executive, a director or an officer of the offeror or offeree who occupies or acts in a senior managerial position in the offeror or offeree, by whatever name called and whether or not he is a director;

(d) a person who is a connected person in relation to persons referred to in subparagraphs (a), (b) or (c) above; and

(e) a person who is accustomed to act in accordance with directions or instructions of the persons referred to in subparagraphs (a), (b), (c) or (d) above.

(2) All dealings in voting shares in the offeror or the offeree made by a connected person for the account of investment clients who are not themselves connected persons must be disclosed to the Exchange. However, these announcements are not for public release and must be marked “Not for Public Release Unless Approved by the Securities Commission”.

11.08 Announcement of acceptances

An offeror must immediately announce to the Exchange the total number of voting shares to which the take-over offer relates -

(a) for which acceptances of the take-over offer have been received after the posting of the offer document by the offeror to offeree shareholders;

(b) held by the offeror and all persons acting in concert with the offeror at the time of posting of the offer document to offeree shareholders; and

(c) acquired or agreed to be acquired during the offer period,

and should specify the percentages of the relevant classes of share capital represented by these figures before 9.00 a.m. following the day on which the take-over offer is closed, becomes or is declared unconditional as to acceptances, revised or extended, whichever is the earlier.

PART D - ADDITIONAL REQUIREMENTS

11.09 Equity structure to be furnished to Exchange upon completion of take-over

Upon completion of the take-over offer of a listed corporation, the listed corporation must, in addition to complying with paragraph 8.02(1), furnish a schedule of the listed corporation’s securities to the Exchange in the following format:

Particulars No of No of Percentage %

shares shareholders

Issued

and paid-up capital

Less:

treasury shares

Directors of the listed

corporation and

its subsidiaries

Substantial

shareholders of

the listed corporation

(except

where such

shareholder may

be included as

“public”)

Associates of

directors or substantial

shareholders of the

listed corporation

Shareholders

holding less than

100 shares ---------------

Public shareholdings

11.10 Offeror to announce plans and intentions with regard to the offeree

Where an unlisted corporation, person or group submits a take-over offer for the acquisition of a listed corporation’s securities, the offeror must immediately announce to the Exchange, when the offeror, directly or indirectly, holds more than 50% of the offeree’s securities.

11.11 Requirements of Chapter 10 on acquisitions to be complied with

Where an offeror is a listed corporation the requirements of Chapter 10 must be complied with.

[ End of Chapter ]

Appendix 11A Contents of announcement in relation to a take-over offer APPENDIX 11A

Part A

Contents of announcement in relation to a notice of a take-over offer

(paragraph 11.04)

(1) The identity of the proposed offeror and all persons acting in concert with the proposed offeror.

(2) The terms and conditions of the take-over offer.

(3) The type and total number of voting shares of the corporation -

(a) which has been acquired, held or controlled directly or indirectly by the proposed offeror or any person acting in concert with the proposed offeror;

(b) in respect of which the proposed offeror or any person acting in concert with the proposed offeror have received an irrevocable undertaking from other holders of voting shares to which the take-over relates to accept the take-over offer; and

(c) in respect of which the proposed offeror or any person acting in concert with the proposed offeror has an option to acquire.

(4) The details of any existing or proposed agreement, arrangement or understanding relating to voting shares referred to in paragraph (3) above between the proposed offeror or any person acting in concert with the proposed offeror and the holders of the voting shares to which the take-over relates.

(5) The conditions of the take-over offer, including conditions relating to acceptances, listing and increase of capital.

Part B

Contents of announcement in relation to the receipt of notice of intention to make a take-over offer

(paragraph 11.05)

(1) All the information disclosed to the board of directors of the offeree in the written notice that it has received under section 12(2) or 12(3)(a) of the Take-Overs and Mergers Code.

(2) A statement whether the board of directors of the offeree is seeking an alternative person to make a take-over offer of its voting shares.