Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 29) Regulations 2005

These Regulations may be cited as the Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 29) Regulations 2005 and shall come into operation on 15th December 2005.

In these Regulations, unless the context otherwise requires —“Bonds” means the 5-year zero coupon convertible bonds due December 2010 issued by Shin Kong Financial Holding Co., Ltd. for a principal amount of up to US$250 million, which are convertible into fully paid ordinary shares of Shin Kong Financial Holding Co., Ltd. with a par value of NT$10 each (or global depository shares of Shin Kong Financial Holding Co., Ltd. if such global depository shares have been issued by Shin Kong Financial Holding Co., Ltd. at the time of conversion);“securities” has the same meaning as in section 239(1) of the Act;“stabilising action” means an action taken in Singapore or elsewhere by Morgan Stanley Services Limited, 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 December 2010 issued by Shin Kong Financial Holding Co., Ltd. for a principal amount of up to US$250 million, which are convertible into fully paid ordinary shares of Shin Kong Financial Holding Co., Ltd. with a par value of NT$10 each (or global depository shares of Shin Kong Financial Holding Co., Ltd. if such global depository shares have been issued by Shin Kong Financial Holding Co., Ltd. at the time of conversion);

“securities” has the same meaning as in section 239(1) of the Act;

“stabilising action” means an action taken in Singapore or elsewhere by Morgan Stanley Services Limited, 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 —

an institutional investor; (b)a relevant person as defined in section 275(2) of the Act; or

a person who acquires the Bonds as principal, if the consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is paid for in cash or by exchange of securities or other assets.