Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 12) Regulations 2004

These Regulations may be cited as the Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 12) Regulations 2004 and shall come into operation on 17th June 2004.

In these Regulations, unless the context otherwise requires —“Bonds” means the 5-year zero coupon convertible bonds due July 2009 issued by Universal Scientific Industrial Co., Ltd for a principal amount of up to US$120 million (including any bonds issued pursuant to an option in connection therewith of up to US$20 million), which are convertible into common shares of Universal Scientific Industrial Co., Ltd with a par value of NT$10 each; “stabilising action” means an action taken in Singapore or elsewhere by ABN AMRO Bank N.V., or any of its related corporations, to buy, or to offer or agree to buy, any of the Bonds in order to stabilise or maintain the market price of the Bonds in Singapore or elsewhere.

“Bonds” means the 5-year zero coupon convertible bonds due July 2009 issued by Universal Scientific Industrial Co., Ltd for a principal amount of up to US$120 million (including any bonds issued pursuant to an option in connection therewith of up to US$20 million), which are convertible into common shares of Universal Scientific Industrial Co., Ltd with a par value of NT$10 each;

“stabilising action” means an action taken in Singapore or elsewhere by ABN AMRO Bank N.V., or any of its related corporations, to buy, or to offer or agree to buy, any of the Bonds in order to stabilise or maintain the market price of the Bonds in Singapore or elsewhere.

Sections 197 and 198 of the Act shall not apply to any stabilising action taken in respect of any of the Bonds, within 30 days from the date of issue of the Bonds, with —

a person referred to in section 274 of the Act; or

a sophisticated investor as defined in section 275(2) of the Act.