SMBHK

Model Code

1.	Application of the Code
2.	Interpretation
3.	Rule
	A.	Absolute prohibitions
	B.	Notification
	C.	Exceptional circumstances
	D.	Disclosure


			9. 12. 05

CODE FOR SECURITIES TRANSACTIONS

APPLICATION OF THE CODE Top

In accordance with Rule 13.67 and Code A.5.4 of Appendix 14 of the Rules Governing the Listing of Securities (the “Listing Rules”) on the Stock Exchange of Hong Kong Limited (the “Stock Exchange”), San Miguel Brewery Hong Kong Limited (the “Company”) has adopted the Code for Securities Transactions (the “Code”) based on the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set by the Stock Exchange. The Code applies to all the relevant persons (the “Relevant Persons”), including the directors of the Company, any employee of the Company, or a director or employee of a subsidiary or holding company of the Company who, because of such office or employment, is likely to be in possession of unpublished price sensitive information in relation to the Company or its securities.


INTERPRETATION Top

For the purpose of the Code:

	(a)	“dealing” includes, subject to paragraph (d) below, any acquisition, disposal or transfer of, or offer to acquire, dispose of or transfer, or creation of pledge, charge or any other security interest in, any securities of the Company or any entity whose assets solely or substantially comprise securities of the Company, and the grant, acceptance, acquisition, disposal, transfer, exercise or discharge of any option (whether call, put or both) or other right or obligation, present or future, conditional or unconditional, to acquire, dispose of or transfer securities, or any interest in securities, of the Company or any such entity, in each case whether or not for consideration and any agreements to do any of the foregoing, and “deal” shall be construed accordingly;

	(b)	“beneficiary” includes any discretionary object of a discretionary trust (where the Relevant Person is aware of the arrangement) and any beneficiary of a non-discretionary trust;

	(c)	“securities” means listed securities and any unlisted securities that are convertible or exchangeable into listed securities and structured products (including derivative warrants), such as those described in Chapter 15A of the Listing Rules, issued in respect of the listed securities of the Company;

	(d)	notwithstanding the definition of “dealing” in paragraph (a) above, the following dealings are not subject to the provisions of the Code:
		(i)	taking up of entitlements under a rights issue, bonus issue, capitalization issue or other offer made by the Company to holders of its securities (including an offer of shares in lieu of a cash dividend) but, for the avoidance of doubt, applying for excess shares in a rights issue or applying for shares in excess of an assured allotment in an open offer is a “dealing”;

		(ii)	allowing entitlements to lapse under a rights issue or other offer made by the Company to holders of its securities (including an offer of shares in lieu of a cash dividend);

		(iii)	undertakings to accept, or the acceptance of, a general offer for shares in the Company made to shareholders other than those that are concert parties (as defined under the Takeovers Code) of the offeror;

		(iv)	exercise of share options or warrants or acceptance of an offer for shares pursuant to an agreement entered into by the Relevant Person and the Company before a period during which the Relevant Person is prohibited from dealing under the Code at the pre-determined exercise price, being a fixed monetary amount determined at the time of grant of the share option or warrant or acceptance of an offer for shares; and

		(v)	an acquisition of qualification shares by a director where, under the Company’s constitutional documents, the final date for acquiring such shares falls within a period during which the director is prohibited from dealing under the Code and the director cannot acquire such shares at another time.

			For purposes of the Code, the grant to a Relevant Person of an option to subscribe or purchase the Company’s securities shall be regarded as a dealing by him, if the price at which such option may be exercised is fixed at the time of such grant. If, however, an option is granted to a Relevant Person on terms whereby the price at which such option may be exercised is to be fixed at the time of exercise, the dealing is to be regarded as taking place at the time of exercise.


RULES
A. Absolute prohibitions Top

1.	A Relevant Person must not deal in any of the securities of the Company at any time when he is in possession of unpublished price-sensitive information in relation to those securities, or where clearance to deal is not otherwise conferred upon him under rule B.8 of the Code.

2.	A Relevant Person must not deal in the securities of the Company when by virtue of his position as a director of another listed company, he is in possession of unpublished price-sensitive information in relation to those securities.

3.	A Relevant Person must not deal in any securities of the Company on any day on which its financial results are published and:
	(a)	during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and

	(b)	during the period of 30 days immediately preceding the publication date of the quarterly results (if any) and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results,

unless the circumstances are exceptional, for example, where a pressing financial commitment has to be met as described in section C below. In any event, he must comply with the procedure in rules B.8 and B.9 of the Code.

Note: Relevant Persons should note that the period during which they are not allowed to deal under rule A.3 of the Code will cover any period of delay in the publication of a results announcement.

4.	Where a Relevant Person is a sole trustee, the provisions of the Code will apply to all dealings of the trust as if he were dealing on his own account (unless the Relevant Person is a bare trustee and neither he nor any of his associates is a beneficiary of the trust, in which case the provisions of the Code will not apply).

5.	Where a Relevant Person deals in the securities of the Company in his capacity as a co-trustee and he has not participated in or influenced the decision to deal in the securities and is not, and none of his associates is, a beneficiary of the trust, dealings by the trust will not be regarded as his dealings.

6.	The restrictions on dealings by a director contained in the Code will be regarded as equally applicable to any dealings by the Relevant Person’s spouse or by or on behalf of any minor child (natural or adopted) and any other dealings in which for the purposes of Part XV of the Securities and Futures Ordinance he is or is to be treated as interested. It is the duty of the Relevant Person, therefore, to seek to avoid any such dealing at a time when he himself is not free to deal.

7.	When a Relevant Person places investment funds comprising securities of the Company under professional management, discretionary or otherwise, the managers must nonetheless be made subject to the same restrictions and procedures as the Relevant Person himself in respect of any proposed dealings in the Company’s securities.

B. Notification Top

8.	A Relevant Person must not deal in any securities of the Company without first notifying in writing the chairman or a director (otherwise than himself) designated by the board for the specific purpose in the form set out in Appendix 1, and receiving a dated written acknowledgement. In his own case, the chairman must first notify the board at a board meeting, or alternatively notify a director (otherwise than himself) designated by the board for the purpose and receive a dated written acknowledgement before any dealing. The designated director must not deal in any securities of the Company without first notifying the chairman and receiving a dated written acknowledgement.

9.	The procedure established within the Company must, as a minimum, provide for there to be a written record maintained by the Company that the appropriate notification was given and acknowledged pursuant to rule B.8 of the Code, and for the Relevant Person concerned to have received written confirmation to that effect.

10.	Any Relevant Person of the Company who acts as trustee of a trust must ensure that his co-trustees are aware of the identity of any company of which he is a Relevant Person so as to enable them to anticipate possible difficulties. A Relevant Person having funds under management must likewise advise the investment manager.

11.	Any Relevant Person who is a beneficiary, but not a trustee, of a trust which deals in securities of the Company must endeavour to ensure that the trustees notify him after they have dealt in such securities on behalf of the trust, in order that he in turn may notify the Company. For this purpose, he must ensure that the trustees are aware of the companies of which he is a Relevant Person.

12.	The register maintained in accordance with Section 352 of the Securities and Futures Ordinance should be made available for inspection at every meeting of the board.

13.	The directors of the Company must as a board and individually endeavour to ensure that any employee of the Company, or director or employee of a subsidiary of the Company who, because of such office or employment, is likely to be in possession of unpublished price-sensitive information in relation to the Company’s securities does not deal in those securities at a time when he would be prohibited from dealing by the Code.

C. Exceptional circumstances Top

14.	If a Relevant Person proposes to sell or otherwise dispose of securities of the Company under exceptional circumstances where the sale or disposal is otherwise prohibited under the Code, the Relevant Person must, in additional to complying with the other provisions of the Code, comply with the provisions of rule B.8 of the Code regarding prior written notice and acknowledgement. The Relevant Person must satisfy the chairman or the designated director that the circumstances are exceptional and the proposed sale or disposal is the only reasonable course of action available to the Relevant Person before the Relevant Person can sell or dispose of the securities. The Company shall give written notice of such sale or disposal to the Stock Exchange as soon as practicable stating why it considered the circumstances to the exceptional. The Company shall publish an announcement in the newspapers immediately after any such sale or disposal and state that the chairman or the designated director is satisfied that there were exceptional circumstances for such sale or disposal of securities by the Relevant Person. An example of the type of circumstances which may be considered exceptional for such purposes would be a pressing financial commitment on the part of the Relevant Person that cannot otherwise be satisfied.

D. Disclosure Top

15.	In relation to securities transactions by directors, the Company shall disclose in its interim reports (and summary interim reports, if any) and the Corporate Governance Report contained in its annual reports (and summary financial reports, it any):
	(a)	whether the Company has adopted a code of conduct regarding securities transactions by directors on terms no less exacting than the required standard set out in the Model Code;

	(b)	having made specific enquiry of all directors, whether its directors have complied with, or whether there has been any non-compliance with, the required standard set out in the Model Code and the Code; and

	(c)	in the event of any non-compliance with the required standard set out in the Model Code, details of such non-compliance and an explanation of the remedial steps taken by the Company to address such non-compliance.

Appendix 1

SECURITIES DEALING CLEARANCE REQUEST

In accordance with the Code for Securities Transactions (the “Code”)of San Miguel Brewery Hong Kong Limited (“the Company”), before dealing in any securities of either the Company or any entity whose assets solely or substantially comprises securities of the Company, you are required to obtain clearance. Please forward this request to the Chairman c/o:

Lo Chi Yip, Company Secretary of the Company by e-mail to joey.lo@sanmiguel.com.hk



Name:	Position:

Location:	Tel No:

	Fax No:


I request permission to trade the following securities which are held or proposed to be held by myself personally and/or by connected parties as follows:

Company Number of Securities Buy/Sell/Exercise & hold/Exercise & sell

I understand that I will automatically be refused permission to deal during a close period and that in other periods I may be refused permission to deal without explanation. I confirm that I will not deal in the above securities until clearance is approved. I confirm that I am not in possession of unpublished price sensitive information.

There are exceptional circumstances which justify a sale as the only reasonable course of action and these are attached hereto. I understand that this information may have to be notified to The Stock Exchange of Hong Kong Ltd. or any other relevant securities exchange. (Please include a full explanation or delete this statement and use reverse of this form for the explanation.)




Signed _____________________________________	Date ____________________


This form is valid for a period of 3 business days from the date of approval. After this time, clearance will lapse and a further request will need to be completed. This form will be returned to you with the period of validation completed if approval has been granted.

Full details of the Code have been issued to all persons to whom the Code applies. Additional copies can be obtained from the Company Secretary of the Company.



For completion on behalf of the Company Secretary

has been cleared for a period of 3 business days

Approval for the above dealings has been refused




Signed ___________________________	Date _________________

Name ____________________________