中国证券监督管理委员会关于做好江西万年青水泥股份有限公司(筹)股票发行工作的通知
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中国证券监督管理委员会关于做好江西万年青水泥股份有限公司(筹)股票发行工作的通知
中国证券监督管理委员会关于做好江西万年青水泥股份有限公司(筹)股票发行工作的通知
1997年8月5日 证监发字[1997]411号
深圳证券交易所:
江西万年青水泥股份有限公司(筹)采用“上网定价”方式发行股票的发行方
案已经我会证监发字[1997]410号文批准,请你所按照我会证监发字[1996]169号
和423号文的有关要求,组织好此次股票发行工作。本次发行要先验资后配号,对
申购资金到位情况要认真查实,凡资金不实的申购一律视为无效申购。申购冻结资
金的利息,按企业存款利率计息(3天)部分归发行公司所有,其余部分存入交易
所设置的专户。发行申购后1个工作日内,请你所将发行情况反馈表传真至我会发
行部;7个工作日内,请将发行申购、冻结资金和认购中签明细的磁盘报至我会。
未按时上报有关发行资料的发行公司,不予安排上市。
下载地址: 点击此处下载
CONTROL OF EXEMPTION CLAUSES ORDINANCE ——附加英文版
CONTROL OF EXEMPTION CLAUSES ORDINANCE
(CHAPTER 71)
CONTENTS
ion
I PRELIMINARY
hort title
nterpretation and application
he "reasonableness" test
Dealing as consumer"
arieties of exemption clause
ower to amend Schedules 1 and 2
II CONTROL OF EXEMPTION CLAUSES
dance of liability for negligence, breach of contract, etc.
egligence liability
iability arising in contract
nreasonable indemnity clauses Liability arising from sale or
supply of
s
"Guarantee" of consumer goods
Seller's liability
Miscellaneous contracts under which goods pass Other provisions
about
racts
Effect of breach on "reasonableness" test
Evasion by means of secondary contract
Arbitration agreements
III CIRCUMSTANCES WHERE CONTROL DOES NOT APPLY
International supply contracts
Choice of law clauses
Saving for other relevant legislation
Application
IV CONSEQUENTIAL AND OTHER AMENDMENTS
(Omitted)
dule 1. Scope of sections 7, 8, 9 and 12
dule 2. "Guidelines" for application of reasonableness test
dule 3. (Omitted)
Whole document
imit the extent to which civil liability for breach of contract,
or
negligence or other breach of duty, can be avoided by
means of
ract terms and otherwise; and to restrict the
enforceability of
tration agreements. [1 December 1990] L. N. 38 of 1990
PART I PRELIMINARY
hort title
Ordinance may be cited as the Control of Exemption Clauses
Ordinance.
nterpretation and application
In this Ordinance--
iness" includes a profession and the activities of a public
body, a
ic authority, or a board, commission, committee or
other body
inted by the Governor or Government;
ds" has the same meaning as in the Sale of Goods Ordinance (Cap.
26);
ligence" means the breach--
of any obligation, arising from the express or implied terms
of a
ract, to take reasonable care or exercise reasonable skill
in the
ormance of the contract;
of any common law duty to take reasonable care or exercise
reasonable
l (but not any stricter duty);
of the common duty of care imposed by the Occupiers
Liability
nance (Cap. 314); "notice" includes an announcement, whether or
not in
hing, and any other communication or pretended communication;
sonal injury" includes any disease and any impairment of
physical or
al condition.
In the case of both contract and tort, sections 7 to 12 apply
(except
e the contrary is stated in section 11 (4)) only to
business
ility, that is liability for breach of obligations or duties
arising--
from things done or omitted to be done by a person in the course
of a
ness (whether his own business or another's); or
from the occupation of premises used for business purposes
of the
pier, and references to liability are to be read
accordingly; but
ility of an occupier of premises for breach of an obligation or
duty
rds a person obtaining access to the premises for
recreational or
ational purposes, being liability for loss or damage
suffered by
on of the dangerous state of the premises, is not a business
liability
he occupier unless granting that person such access for the
purposes
erned falls within the business purposes of the occupier.
In relation to any breach of duty or obligation, it is
immaterial
her the breach was inadvertent or intentional, or whether
liability
it arises directly or vicariously.
1977 c. 50 ss. 1&14 U. K.]
he "reasonableness" test
In relation to a contract term, the requirement of reasonableness
for
purposes of this Ordinance and section 4 of the
Misrepresentation
nance (Cap. 284) is satisfied only if the court or
arbitrator
rmines that the term was a fair and reasonable one to be
included
ng regard to the circumstances which were, or ought reasonably
to have
, known to or in the contemplation of the parties when the
contract
made.
In determining for the purposes of section 11 or 12 whether a
contract
satisfies the requirement of reasonableness, the court or
arbitrator
l have regard in particular to the matters specified in
Schedule 2;
this subsection does not prevent the court or arbitrator from
holding,
ccordance with any rule of law, that a term which purports to
exclude
estrict any relevant liability is not a term of the contract.
In relation to a notice (not being a notice having
contractual
ct), the requirement of reasonableness under this
Ordinance is
sfied only if the court or arbitrator determines that it would
be fair
reasonable to allow reliance on it, having regard to
all the
umstances obtaining when the liability arose or (but for the
notice)
d have arisen.
In determining (under this Ordinance or the
Misrepresentation
nance (Cap. 284)) whether a contract term or notice
satisfies the
irement of reasonableness, the court or arbitrator shall have
regard
articular (but without prejudice to subsection (2) to whether
(and, if
to what extent) the language in which the term or notice is
expressed
language understood by the person as against whom another
person
s to rely upon the term or notice.
Where by reference to a contract term or notice a person
seeks to
rict liability to a specified sum of money, and the question
arises
er this Ordinance or the Misrepresentation Ordinance (Cap.
284))
her the term or notice satisfies the requirement of
reasonableness,
court or arbitrator shall have regard in particular (but
without
udice to subsection (2) or (4)) to--
the resources which he could expect to be available to him for
the
ose of meeting the liability should it arise; and
how far it was open to him to cover himself by insurance.
It is for the person claiming that a contract term or notice
satisfies
requirement of reasonableness to prove that it does.
1977 c. 50 s. 11 U. K.]
Dealing as consumer"
A party to a contract "deals as consumer" in relation to another
party
he neither makes the contract in the course of a business nor
holds
elf out as doing so;
the other party does make the contract in the course of a
business;
in the case of a contract governed by the law of sale of goods
or by
ion 12, the goods passing under or in pursuance of the contract
are of
pe ordinarily supplied for private use or consumption.
Notwithstanding subsection (1), on a sale by auction or by
competitive
er the buyer is not in any circumstances to be regarded as dealing
as
umer.
It is for the person claiming that a party does not deal as
consumer
rove that he does not.
1977 c. 50 s. 12 U. K.]
arieties of exemption clause
To the extent that this Ordinance prevents the
exclusion or
riction of any liability it also prevents--
making the liability or its enforcement subject to
restrictive or
ous conditions;
excluding or restricting any right or remedy in respect
of the
ility, or subjecting a person to any prejudice in consequence of
his
uing any such right or remedy;
excluding or restricting rules of evidence or procedure, and (to
that
nt) sections 7, 10, 11 and 12 also prevent excluding or
restricting
ility by reference to terms and notices which exclude or
restrict
relevant obligation or duty.
An agreement in writing to submit present or future
differences to
tration is not to be treated under this Ordinance as
excluding or
ricting any liability. [cf. 1977 c. 50 s. 13 U. K.]
ower to amend Schedules 1 and 2
Legislative Council may by resolution amend Schedules 1 and 2.
PART II CONTROL OF EXEMPTION CLAUSES
dance of liability for negligence, breach of contract, etc.
egligence liability
A person cannot by reference to any contract term or to a notice
given
ersons generally or to particular persons exclude or
restrict his
ility for death or personal injury resulting from negligence.
In the case of other loss or damage, a person cannot so
exclude or
rict his liability for negligence except in so far as the
term or
ce satisfies the requirement of reasonableness.
Where a contract term or notice purports to exclude or
restrict
ility for negligence a person's agreement to or awareness of it
is not
tself to be taken as indicating his voluntary acceptance of any
risk.
1977 c. 50 s. 2 U. K.]
iability arising in contract
This section applies as between contracting parties where one of
them
s as consumer or on the other's written standard terms of
business.
As against that party, the other cannot by reference to any
contract
--
When himself in breach of contract, exclude or restrict any
liability
is in respect of the breach; or
claim to be entitled--
to render a contractual performance substantially different from
that
h was reasonably expected of him; or
in respect of the whole or any part of his contractual obligation,
to
er no performance at all,
pt in so far as (in any of the cases mentioned above
in this
ection) the contract term satisfies the requirement of
reasonableness.
1977 c. 50 s. 3 U. K.]
nreasonable indemnity clauses
A person dealing as consumer cannot by reference to any contract
term
ade to indemnify another person (whether a party to the
contract or
in respect of liability that may be incurred by the
other for
igence or breach of contract, except in so far as the contract
term
sfies the requirement of reasonableness.
This section applies whether the liability in question--
is directly that of the person to be indemnified or is incurred
by him
riously;
is to the person dealing as consumer or to someone else. [cf. 1977
c.
. 4 U. K.]
ility arising from sale or supply of goods
"Guarantee" of consumer goods
In the case of goods of a type ordinarily supplied for private
use or
umption, where loss or damage--
arises from the goods proving defective while in consumer use;
and
results from the negligence of a person concerned in the
manufacture
istribution of the goods, liability for the loss or damage
cannot be
uded or restricted by reference to any contract term or
notice
ained in or operating by reference to a guarantee of the goods.
For these purposes--
goods are to be regarded as "in consumer use" when a person is
using
, or has them in his possession for use, otherwise than
exclusively
the purposes of a business; and
anything in writing is a guarantee if it contains or
purports to
ain some promise or assurance (however worded or
presented) that
cts will be made good by complete or partial replacement,
or by
ir, monetary compensation or otherwise.
This section does not apply as between the parties to a contract
under
n pursuance of which possession or ownership of the goods passed.
1977 c. 50 s. 5 U. K.]
Seller's liability
Liability for breach of the obligations arising from section 14
of the
of Goods Ordinance (Cap. 26) (seller's implied undertakings
as to
e, etc.) cannot be excluded or restricted by reference to any
contract
.
As against a person dealing as consumer, liability for breach of
the
gations arising from section 15, 16 or 17 of the Sale of
Goods
nance (Cap. 26) (seller's implied undertakings as to
conformity of
s with description or sample, or as to their quality or fitness
for a
icular purpose) cannot be excluded or restricted by reference to
any
ract term.
As against a person dealing otherwise than as consumer, the
liability
ified in subsection (2) can be excluded or restricted by reference
to
ntract term, but only in so far as the term satisfies the
requirement
easonableness.
The liabilities referred to in this section are not only the
business
ilities defined by section 2 (2), but include those arising under
any
ract of sale of goods. [cf. 1977 c. 50 s. 6 U. K.]
Miscellaneous contracts under which goods pass
Where the possession or ownership of goods passes
under or in
uance of a contract not governed by the law of sale of
goods,
ection (2) to (4) apply in relation to the effect (if any) that
the
t or arbitrator is to give to contract terms excluding or
restricting
ility for breach of obligation arising by implication of law from
the
re of the contract.
As against a person dealing as consumer, liability in respect of
the
's correspondence with description or sample, or their
quality or
ess for any particular purpose, cannot be excluded or
restricted by
rence to any such term.
As against a person dealing otherwise than as consumer, that
liability
be excluded or restricted by reference to such a term, but only
in so
as the term satisfies the requirement of reasonableness.
Liability in respect of--
the right to transfer ownership of the goods, or give possession;
or
the assurance of quiet possession to a person taking
goods in
uance of the contract, cannot be excluded or restricted by
reference
ny such term except in so far as the term satisfies the requirement
of
onableness. [cf. 1977 c. 50 s. 7 U. K.]
r provisions about contracts
Effect of breach on "reasonableness" test
Where for reliance upon it a contract term has to
satisfy the
irement of reasonableness, it may be found to do so and be
given
ct accordingly notwithstanding that the contract has been
terminated
er by breach or by a party electing to treat it as repudiated.
Where on a breach the contract is nevertheless affirmed by a
party
tled to treat as repudiated, this does not of itself
exclude the
irement of reasonableness in relation to any contract term.
1977 c. 50 s. 9 U. K.]
Evasion by means of secondary contract
rson is not bound by any contract term prejudicing or taking
away
ts of his which arise under, or in connection with the performance
of,
her contract, so far as those rights extend to the
enforcement of
her's liability which this Ordinance prevents that
other from
uding or restricting.
1977 c. 50 s. 10 U. K.]
Arbitration agreements
As against a person dealing as consumer, an agreement to submit
future
erences to arbitration cannot be enforced except--
with his written consent signified after the differences in
question
arisen; or
where he has himself had recourse to arbitration in pursuance of
the
ement in respect of any differences.
Subsection (1) does not affect--
the enforcement of an international arbitration agreement
within the
ing of section 2 (1) of the Arbitration Ordinance (Cap. 341);
laced 76 of 1990 s. 2)
the resolution of differences arising under any contract so far
as it
by virtue of Schedule 1, excluded from the operation of section
7, 8,
12.
PART III CIRCUMSTANCES WHERE CONTROL DOES NOT APPLY
International supply contracts
The limits imposed by this Ordinance on the extent to which a
person
exclude or restrict liability by reference to a contract term do
not
y to liability arising under an international supply contract.
The terms of an international supply contract are not subject to
any
irement of reasonableness under section 8 or 9.
For the purposes of this section, an international supply
contract
s a contract--
that is either a contract of sale of goods or a contract under
or in
uance of which the possession or ownership of goods passes;
that is made by parties whose places of business (or, if they
have
, habitual residences) are in the territories of different
States or
in and outside Hong Kong; and
in the case of which--
the goods in question are, at the time of the conclusion
of the
ract, in the course of carriage, or will be carried,
from the
itory of one State to the territory of another, or to or from
Hong
from or to a place outside Hong Kong; or
the acts constituting the offer and acceptance have been done in
the
itories of different States or in and outside Hong Kong; or
) the contract provides for the goods to be delivered to the
territory
State other than that within whose territory the acts
constituting
offer and acceptance were done; or
the acts constituting the offer and acceptance were done in Hong
Kong
the contract provides for the goods to be delivered outside Hong
Kong;
the acts constituting the offer and acceptance were done outside
Hong
and the contract provides for the goods to be delivered to Hong
Kong.
1977 c. 50 s. 26 U. K.]
Choice of law clauses
Where the proper law of a contract is the law of Hong Kong only
by
ce of the parties (and apart from that choice would be the law
of some
r country) sections 7 to 12 do not operate as part of the proper
law.
This Ordinance has effect notwithstanding any contract
term which
ies or purports to apply the law of some other country, where
(either
oth)--
the term appears to the court or arbitrator to have been
imposed
ly or mainly for the purpose of enabling the party imposing
it to
e the operation of this Ordinance; or
in the making of the contract one of the parties dealt as
consumer,
he was then habitually resident in Hong Kong, and the essential
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中国人民银行关于推进金融IC卡应用工作的意见
中国人民银行关于推进金融IC卡应用工作的意见
中国人民银行上海总部,各分行、营业管理部,各省会(首府)城市中心支行,各副省级城市中心支行;各国有商业银行,各股份制商业银行,中国邮政储蓄银行;中国银联股份有限公司:
为促进金融服务民生,保障银行卡应用安全,推动银行卡产业升级和可持续发展,人民银行决定在“十二五”期间全面推进金融IC卡应用,有关工作意见如下:
一、充分认识推进金融IC卡应用的重要意义
“十一五”期间,我国银行卡实现了跨越式发展,联网通用工作不断深化,应用环境得到根本改善,银行卡成为社会大众使用最广泛的非现金支付工具。军人保障卡、金融社保卡、公务卡和农民工银行卡特色服务的大规模推广,使银行卡有效承载了社会功能。
银行卡产业的高速发展,对银行卡的应用安全、社会功能拓展、与国际支付体系融合提出了更高的要求。全面推进金融IC卡应用,有利于提高我国银行卡的整体风险防控能力,降低风险损失,维护金融稳定和社会稳定;有利于增强银行卡在公共服务领域的拓展能力,实现“一卡多用”,便民惠民;有利于促进城市信息化与金融信息化的结合,提升各类交易与管理的信息化和智能化;有利于带动银行卡产业升级。
各单位要树立全局观,增强紧迫感,切实从国家战略高度认识推进金融IC卡应用的重要性,积极主动做好相关工作。
二、认真完成推进金融IC卡应用的各项任务
(一)总体目标。
在“十二五”期间,加快银行卡芯片化进程,形成增量发行的银行卡以金融IC卡为主的应用局面。推动金融IC卡与公共服务应用的结合,促进金融IC卡应用与国际支付体系的融合,实现金融IC卡应用与互联网支付、移动支付等创新型应用的整合。
(二)基本原则。
坚持“政府引导、市场运作、统一标准、鼓励创新”的原则。“政府引导”是在人民银行和相关政府部门引导下,对金融IC卡全面推广进行政策指导和协调。“市场运作”是金融IC卡迁移各实施主体根据自身经营状况,按市场原则进行运作。“统一标准”是要严格执行银行卡国家标准与金融行业标准,推动跨行业支付应用的IC卡使用金融IC卡标准。“鼓励创新”是要鼓励金融IC卡应用的创新发展,不断探索满足产业新业态、应用新模式带来的发展需要。
(三)主要任务。
1.优先改造受理环境。
自2013年1月1日起,实现境内所有受理银行卡的联网通用终端都能够受理金融IC卡。其中,2011年6月底前,直联销售点终端(POS)能够受理金融IC卡;2011年年底前,全国性商业银行布放的间联POS能够受理金融IC卡;2012年12月底,全国性商业银行布放的自动柜员机(ATM)能够受理金融IC卡。
在小额快速支付环境中布放的联网通用终端应同时具备受理接触式、非接触式金融IC卡的能力。
银行卡境外受理终端应参照境内终端改造时间安排、结合所在地银行卡风险状况进行迁移。
2.积极推进卡片发行。
自2015年1月1日起,在经济发达地区和重点合作行业领域,商业银行发行的、以人民币为结算账户的银行卡应为金融IC卡。
自2013年1月1日起,全国性商业银行应开始发行金融IC卡。其中,2011年6月底前,中国工商银行、中国农业银行、中国银行、中国建设银行、交通银行、招商银行和中国邮政储蓄银行开始发行金融IC卡。
地方性商业银行以及外资银行应根据实际情况发行金融IC卡。
3.切实保障联网通用。
金融IC卡跨行转接与清算系统应根据金融IC卡发展情况,及时补充完善相关规则,扩充系统承载能力,保障转接与清算及时、安全和高效。
4.大力拓展行业合作。
金融IC卡发卡与受理应注重技术创新和业务创新,重点加强在公共服务领域开展多应用,力争在“十二五”期间实现与公共服务领域2-3个行业的合作。
三、积极采取相应措施,落实各项要求
(一)组织方式。
人民银行牵头成立金融IC卡推进工作领导小组,领导小组办公室设在人民银行科技司。
人民银行各分支机构、全国性商业银行、中国银联成立金融IC卡工作管理机构,负责管理和协调本地区、本单位金融IC卡推进工作,落实领导小组下达的各项任务。
(二)职责分工。
人民银行负责组织制定推动和保障金融IC卡推广工作的相关政策,组织开展监督检查,协调国家有关部门,促进公共服务领域多应用的开展。人民银行各分支机构负责组织推动本辖区各参与单位工作的顺利开展,落实各项任务。
各商业银行和中国银联负责按时保质完成本单位金融IC卡的发行与受理,积极扩展金融IC卡在公共服务领域的应用。
中国银联负责保障金融IC卡跨行转接与清算,开展境外银联卡受理环境金融IC卡迁移,推进成员机构金融IC卡迁移进度。
各单位要按照金融IC卡推进工作领导小组的部署和要求,结合本辖区、本单位的战略目标、业务创新及技术发展情况,制定实施计划,将金融IC卡工作进展情况纳入绩效考核体系。
(三)整合资源。
各单位要合理利用现有人员、网络、系统和终端资源,妥善处理好金融IC卡与磁条卡的兼容受理,保障持卡人权益。
(四)密钥管理。
各商业银行和中国银联要加强安全管控措施,建立金融IC卡的密钥管理制度,严格按照密钥安全要求做好密钥申请、生产、发放、使用、保管及收回等各个环节的管理,做到金融密钥不外泄,确保发卡过程的安全。
(五)外包安全。
采用外包方式建设金融IC卡系统的单位要全面承担安全管理责任,加强对开发、维护、运营等环节的管理,明确与外包单位的合作与分工关系,通过管理手段和技术手段有效防止安全信息泄露。
请人民银行副省级城市中心支行以上分支机构将本意见转发至辖区内地方性商业银行及外资银行,并协调做好贯彻落实工作。
中国人民银行
二〇一一年三月十一日