未分类 – 第 24 页 – Xiaohui Deng's blog

什么是安全港声明？

根据1995年私有证券改革法案(Private Securities Litigation Reform Act of 1995) ,公司需要向投资者提供的前瞻性陈述做一个说明.
The Private Securities Litigation Reform Act of 1995 includes safe-harbor provisions to protect companies which make financial and investment forecasts in public markets

具体法案内容可查看以下地址.
http://www.lectlaw.com/files/stf04.htm

SEC. 102. SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS.
(a) AMENDMENT TO THE SECURITIES ACT OF 1933- Title I of the Securities
Act of 1933 (15 U.S.C. 77a et seq.) is amended by inserting after
section 27 (as added by this Act) the following new section:

`SEC. 27A. APPLICATION OF SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS.

‘(a) APPLICABILITY- This section shall apply only to a forward-looking
statement made by–
   ‘(1) an issuer that, at the time that the statement is made, is
subject to the reporting requirements of section 13(a) or section 15(d)
of the Securities Exchange Act of 1934;
   ‘(2) a person acting on behalf of such issuer;
   ‘(3) an outside reviewer retained by such issuer making a statement
on behalf of such issuer; or
   ‘(4) an underwriter, with respect to information provided by such
issuer or information derived from information provided by the issuer.

‘(b) EXCLUSIONS- Except to the extent otherwise specifically provided by
rule, regulation, or order of the Commission, this section shall not
apply to a forward-looking statement–
   ‘(1) that is made with respect to the business or operations of the
issuer, if the issuer–
       ‘(A) during the 3-year period preceding the date on which the
statement was first made–
          ‘(i) was convicted of any felony or misdemeanor described in
clauses (i) through (iv) of section 15(b)(4)(B) of the Securities
Exchange Act of 1934; or
          ‘(ii)  has been made the subject of a judicial or
administrative decree or order arising out of a governmental action
that–
   ‘(I) prohibits future violations of the antifraud provisions of the
securities laws;
   ‘(II) requires that the issuer cease and desist from violating  the
antifraud provisions of the securities laws; or
   ‘(III) determines that the issuer violated the antifraud provisions
of the securities laws;
       ‘(B) makes the forward-looking statement in connection with an
offering of securities by a blank check company;
       ‘(C) issues penny stock;
       ‘(D) makes the forward-looking statement in connection with a
rollup transaction; or
       ‘(E) makes the forward-looking statement in connection with a
going private transaction; or
   ‘(2) that is–
       ‘(A) included in a financial statement prepared in accordance
with generally accepted accounting principles;
       ‘(B) contained in a registration statement of, or otherwise
issued by, an investment company;
       ‘(C) made in connection with a tender offer;
       ‘(D) made in connection with an initial public offering;
       ‘(E) made in connection with an offering by, or relating to the
operations of, a partnership, limited liability company, or a direct
participation investment program; or
       ‘(F) made in a disclosure of beneficial ownership in a report
required to be filed with the Commission pursuant to section 13(d) of
the Securities Exchange Act of 1934.

‘(c) SAFE HARBOR-
   ‘(1) IN GENERAL- Except as provided in subsection (b), in any private
action arising under this title that is based on an untrue statement of
a material fact or omission of a material fact necessary to make the
statement not misleading, a person referred to in subsection (a) shall
not be liable with respect to any forward-looking statement, whether
written or oral, if and to the extent that–
       ‘(A) the forward-looking statement is–
          ‘(i) identified as a forward-looking statement, and  is
accompanied by meaningful cautionary statements identifying important
factors that could cause actual results to differ materially from those
in the forward-looking statement; or
          ‘(ii) immaterial; or
       ‘(B) the plaintiff fails to prove that the  forward-looking
statement–
          ‘(i) if made by a natural person, was made with  actual
knowledge by that person that the statement was false or misleading; or
          ‘(ii) if made by a business entity; was–
   ‘(I) made by or with the approval of an executive officer of that
entity, and
   ‘(II) made or approved by such officer with actual knowledge by that
officer that the statement was false or misleading.

   ‘(2) ORAL FORWARD-LOOKING STATEMENTS- In the case of an oral forward-
looking statement made by an issuer that is subject to the reporting
requirements of section 13(a) or section 15(d) of the Securities
Exchange Act of 1934, or by a person acting on behalf of such issuer,
the requirement set forth in paragraph (1)(A) shall be deemed to be
satisfied–
       ‘(A) if the oral forward-looking statement is accompanied by a
cautionary statement–
          ‘(i) that the particular oral statement is a forward-looking
statement; and
          ‘(ii) that the actual results could differ materially from
those projected in the forward-looking statement; and
       ‘(B) if–
          ‘(i) the oral forward-looking statement is  accompanied by an
oral statement that additional information concerning factors that could
cause actual results to differ materially from those in the forward-
looking statement is contained in a readily available written document,
or portion thereof;
          ‘(ii) the accompanying oral statement referred to in clause
(i) identifies the document, or portion thereof, that contains the
additional information about those factors relating to the forward-
looking statement; and
          ‘(iii) the information contained in that written document is a
cautionary statement that satisfies the standard established in
paragraph (1)(A).

‘(3) AVAILABILITY- Any document filed with the Commission or
generally disseminated shall be deemed to be readily available for
purposes of paragraph (2).
‘(4) EFFECT ON OTHER SAFE HARBORS- The exemption provided for in
paragraph (1) shall be in addition to any exemption that the Commission
may establish by rule or regulation under subsection (g).

‘(d) DUTY TO UPDATE- Nothing in this section shall impose upon any
person a duty to update a forward-looking statement.

‘(e) DISPOSITIVE MOTION- On any motion to dismiss based upon subsection
(c)(1), the court shall consider any statement cited in the complaint
and cautionary statement accompanying the forward-looking statement,
which are not subject to material dispute, cited by the defendant.

‘(f) STAY PENDING DECISION ON MOTION- In any private action arising
under this title, the court shall stay discovery (other  than discovery
that is specifically directed to the applicability  of the exemption
provided for in this section) during the pendency of any motion by a
defendant for summary judgment that is based on the grounds that–
   ‘(1) the statement or omission upon which the complaint is based is a
forward-looking statement within the meaning of this section; and
   ‘(2) the exemption provided for in this section precludes a claim for
relief.

‘(g) EXEMPTION AUTHORITY- In addition to the exemptions provided for in
this section, the Commission may, by rule or regulation, provide
exemptions from or under any provision of this title, including with
respect to liability that is based on a statement or that is based on
projections or other forward-looking information, if and to the extent
that any such exemption is consistent with the public interest and the
protection of investors, as determined by the Commission.

‘(h) EFFECT ON OTHER AUTHORITY OF COMMISSION- Nothing in this section
limits, either expressly or by implication, the authority of the
Commission to exercise similar authority or to adopt similar rules and
regulations with respect to forward-looking statements under any other
statute under which the Commission exercises rulemaking authority.

   ‘(2) INVESTMENT COMPANY- The term `investment company’ has  the same
meaning as in section 3(a) of the Investment Company Act of 1940.
   ‘(3) PENNY STOCK- The term `penny stock’ has the same meaning as in
section 3(a)(51) of the Securities Exchange Act of 1934, and the rules
and regulations, or orders issued pursuant to  that section.
   ‘(4) GOING PRIVATE TRANSACTION- The term `going private transaction’
has the meaning given that term under the rules or regulations of the
Commission issued pursuant to section 13(e) of the Securities Exchange
Act of 1934.
   ‘(5) SECURITIES LAWS- The term `securities laws’ has the same meaning
as in section 3 of the Securities Exchange Act of 1934.
   ‘(6) PERSON ACTING ON BEHALF OF AN ISSUER- The term `person acting on
behalf of an issuer’ means an officer, director, or employee of the
issuer.
   ‘(7) OTHER TERMS- The terms `blank check company’, `rollup
transaction’, `partnership’, `limited liability company’, `executive
officer of an entity’ and `direct participation investment program’,
have the meanings given those terms by  rule or regulation of the
Commission.’.

(b) AMENDMENT TO THE SECURITIES EXCHANGE ACT OF 1934- The Securities
Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended by inserting
after section 21D (as added by this Act) the following new section:

`SEC. 21E. APPLICATION OF SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS.

‘(a) APPLICABILITY- This section shall apply only to a forward-looking
statement made by–
   ‘(1) an issuer that, at the time that the statement is made, is
subject to the reporting requirements of section 13(a) or section 15(d);
   ‘(2) a person acting on behalf of such issuer;
   ‘(3) an outside reviewer retained by such issuer making a statement
on behalf of such issuer; or
   ‘(4) an underwriter, with respect to information provided by such
issuer or information derived from information provided by such issuer.

       ‘(B) makes the forward-looking statement in connection with an
offering of securities by a blank check company;
       ‘(C) issues penny stock;
       ‘(D) makes the forward-looking statement in connection with a
rollup transaction; or
       ‘(E) makes the forward-looking statement in connection with a
going private transaction; or

   ‘(2) that is–
       ‘(A) included in a financial statement prepared in accordance
with generally accepted accounting principles;
       ‘(B) contained in a registration statement of, or otherwise
issued by, an investment company;
       ‘(C) made in connection with a tender offer;
       ‘(D) made in connection with an initial public offering;
       ‘(E) made in connection with an offering by, or relating to the
operations of, a partnership, limited liability company, or a direct
participation investment program; or
       ‘(F) made in a disclosure of beneficial ownership in a report
required to be filed with the Commission pursuant to section 13(d).

‘(c) SAFE HARBOR-
   ‘(1) IN GENERAL- Except as provided in subsection (b), in any private
action arising under this title that is based on an untrue statement of
a material fact or omission of a material fact necessary to make the
statement not misleading, a person referred to in subsection (a) shall
not be liable with respect to any forward-looking statement, whether
written or oral, if and to the extent that–
       ‘(A) the forward-looking statement is–
          ‘(i) identified as a forward-looking statement, and  is
accompanied by meaningful cautionary statements identifying important
factors that could cause actual results to differ materially from those
in the forward-looking statement; or
          ‘(ii) immaterial; or
       ‘(B) the plaintiff fails to prove that the  forward-looking
statement–
          ‘(i) if made by a natural person, was made with  actual
knowledge by that person that the statement was false or misleading; or
          ‘(ii) if made by a business entity; was–
   ‘(I) made by or with the approval of an executive officer of that
entity; and
   ‘(II) made or approved by such officer with actual knowledge by that
officer that the statement was false or misleading.

   ‘(2) ORAL FORWARD-LOOKING STATEMENTS- In the case of an oral forward-
looking statement made by an issuer that is subject to the reporting
requirements of section 13(a) or section 15(d),  or by a person acting
on behalf of such issuer, the requirement set forth in paragraph (1)(A)
shall be deemed to be satisfied–
       ‘(A) if the oral forward-looking statement is accompanied by a
cautionary statement–
          ‘(i) that the particular oral statement is a forward-looking
statement; and
          ‘(ii) that the actual results might differ materially from
those projected in the forward-looking statement; and
       ‘(B) if–
          ‘(i) the oral forward-looking statement is  accompanied by an
oral statement that additional information concerning factors that could
cause actual results to materially differ from those in the forward-
looking statement is contained in a readily available written document,
or portion thereof;
          ‘(ii) the accompanying oral statement referred to in clause
(i) identifies the document, or portion thereof, that contains the
additional information about those factors relating to the forward-
looking statement; and
          ‘(iii) the information contained in that written document is a
cautionary statement that satisfies the standard established in
paragraph (1)(A).

‘(d) DUTY TO UPDATE- Nothing in this section shall impose upon any
person a duty to update a forward-looking statement.

‘(e) DISPOSITIVE MOTION- On any motion to dismiss based upon subsection
(c)(1), the court shall consider any statement cited in the complaint
and any cautionary statement accompanying the forward-looking statement,
which are not subject to material dispute, cited by the defendant.

‘(f) STAY PENDING DECISION ON MOTION- In any private action arising
under this title, the court shall stay discovery (other  than discovery
that is specifically directed to the applicability  of the exemption
provided for in this section) during the pendency of any motion by a
defendant  for summary judgment that is based on the grounds that–
   ‘(1) the statement or omission upon which the complaint is based is a
forward-looking statement within the meaning of this section; and
   ‘(2) the exemption provided for in this section precludes a claim for
relief.

‘(i) DEFINITIONS- For purposes of this section, the following
definitions shall apply:
   ‘(1) FORWARD-LOOKING STATEMENT- The term `forward-looking statement’
means–
       ‘(A) a statement containing a projection of revenues, income
(including income loss), earnings (including  earnings loss) per share,
capital expenditures, dividends, capital structure, or other financial
items;
       ‘(B) a statement of the plans and objectives of  management for
future operations, including plans or objectives relating to the
products or services of the issuer;
       ‘(C) a statement of future economic performance,  including any
such statement contained in a discussion and analysis of financial
condition by the management or in the results of operations included
pursuant to the rules and regulations of the Commission;
       ‘(D) any statement of the assumptions underlying or relating to
any statement described in subparagraph (A), (B), or (C);
       ‘(E) any report issued by an outside reviewer retained by an
issuer, to the extent that the report assesses a forward-looking
statement made by the issuer; or
       ‘(F) a statement containing a projection or estimate of such
other items as may be specified by rule or regulation of the Commission.
   ‘(2) INVESTMENT COMPANY- The term `investment company’ has  the same
meaning as in section 3(a) of the Investment Company Act of 1940.
   ‘(3) GOING PRIVATE TRANSACTION- The term `going private transaction’
has the meaning given that term under the rules or regulations of the
Commission issued pursuant to section 13(e).
   ‘(4) PERSON ACTING ON BEHALF OF AN ISSUER- The term `person acting on
behalf of an issuer’ means any officer, director, or employee of such
issuer.
   ‘(5) OTHER TERMS- The terms `blank check company’, `rollup
transaction’, `partnership’, `limited liability company’, `executive
officer of an entity’ and `direct participation investment program’,
have the meanings given those terms by  rule or regulation of the
Commission.’.

看完这段在公司网站上的声明会有些具体实际的了解。
1995年私有证券改革法案(Private Securities Litigation Reform Act of 1995)所定义的条款为前瞻性陈述提供安全港（Safe Harbor）。本新闻稿中可能包含前瞻性陈述。这些前瞻性陈述会受到风险和不确定性因素的影响，从而可能导致实际结果于预期有所出入。涉及的风险包括，但不限定于：行业情况、产品供应的变化、价格、客户需求、竞争、其他的计算机和电子元器件市场的异常情况、同主要供应商的关系改变、为降低成本做采取的额外行动的影响、公司产生额外现金流的能力和公司向证管会提交的报告（包括公司的表格10-K年度报告和表格10-Q季度报告）中有时提及的其他风险。前瞻性报告不是历史事实。你可以通过前瞻性词汇如”预计”、”期望”、”打算”、”计划”、”或许”、”将要”、”相信”、”寻求”、”估计”和类似表述来识别这些前瞻性陈述。股东和其他读者切勿过份倚赖此前瞻性陈述中的内容，此陈述仅代表着陈述日期的情况。本公司不对更新或修订前瞻性陈述内容承担任何义务和责任。

http://www.arrowasia.com.hk/sc/news_center/detail.php?id=54

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Safe Harbor Statement(安全港声明)