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Contents

Long Title

Part I PRELIMINARY

Part II MARKETS

Division 1 — Establishment of Markets

Subdivision (1) — Approved exchange and recognised market operator

Subdivision (2) — Exempt market operator

Division 2 — Regulation of Approved Exchanges

Subdivision (1) — Obligations of approved exchanges

Subdivision (2) — Rules of approved exchanges

Subdivision (3) — Matters requiring approval of Authority

Subdivision (4) — Powers of Authority

Subdivision (5) — Immunity

Division 3 — Regulation of Recognised Market Operators

Division 4 — General Powers of Authority

Part III CLEARING FACILITIES

Division 1 — Establishment of Clearing Facilities

Division 2 — Designation of Persons Operating Clearing Facilities

Division 3 — Regulation of Designated Clearing Houses

Subdivision (1) — Obligations of designated clearing houses

Subdivision (2) — Rules of designated clearing houses

Subdivision (3) — Matters requiring approval of Authority

Subdivision (4) — Powers of Authority

Subdivision (5) — Immunity

Division 4 — Insolvency

Division 5 — General Powers of Authority

Part IIIA APPROVED HOLDING COMPANIES

Division 1 — Establishment of Approved Holding Companies

Division 2 — Regulation of Approved Holding Companies

Part IV CAPITAL MARKETS SERVICES LICENCE AND REPRESENTATIVE’S LICENCE

Division 1 — Licensing

Division 2 — Exemptions

Division 3 — General

Part V BOOKS, CUSTOMER ASSETS AND AUDIT

Division 1 — Books

Division 2 — Customer Assets

Division 3 — Audit

Part VI CONDUCT OF BUSINESS

Division 1 — General

Division 2 — Securities

Division 3 — Futures Contracts and Leveraged Foreign Exchange Trading

Part VII DISCLOSURE OF INTERESTS

Division 1 — Registers of Interests in Securities

Division 2 — Disclosure by Substantial Shareholders

Division 3 — Disclosure by Substantial Unitholders

Part VIII SECURITIES INDUSTRY COUNCIL AND TAKE-OVER OFFERS

Part IX SUPERVISION AND INVESTIGATION

Division 1 — Supervisory Powers of Authority

Subdivision (1) — Powers of Authority to require disclosure of information about securities and futures contracts

Subdivision (2) — Inspection powers of Authority

Division 2 — Power of Minister to Appoint Inspector for Investigating Dealings in Securities, etc.

Division 3 — Investigative Powers of Authority

Subdivision (1) — General

Subdivision (2) — Examination of persons

Subdivision (3) — Powers to obtain information

Part X ASSISTANCE TO FOREIGN REGULATORY AUTHORITIES

Part XI INVESTOR COMPENSATION SCHEME

Part XII MARKET CONDUCT

Division 1 — Prohibited Conduct — Securities

Division 2 — Prohibited Conduct — Futures Contracts, Leveraged Foreign Exchange Trading

Division 3 — Insider Trading

Division 4 — Civil Liability

Part XIII OFFERS OF INVESTMENTS

Division 1 — Shares and Debentures

Subdivision (1) — Interpretation

Subdivision (2) — Prospectus requirements

Subdivision (3) — Debentures

Subdivision (4) — Exemptions

Division 1A — Business Trusts

Subdivision (1) — Interpretation

Subdivision (2) — Prospectus requirements

Subdivision (3) — Exemptions

Subdivision (4) — Debentures

Division 2 — Collective Investment Schemes

Subdivision (1) — Interpretation

Subdivision (2) — Authorisation and recognition

Subdivision (3) — Prospectus requirements

Subdivision (4) — Exemptions

Division 3 — Securities Hawking

Part XIV APPEALS

Part XV MISCELLANEOUS

FIRST SCHEDULE

SECOND SCHEDULE Regulated Activities

THIRD SCHEDULE Specified Persons

FOURTH SCHEDULE Specified Provisions

Legislative Source Key

Legislative History

Comparative Table

 
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On 19/04/2014, you requested the version as published on or before 19/04/2014.
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Interest in securities
4.
—(1)  Subject to this section, a person has an interest in securities if he has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those securities.
(2)  For the purposes of subsection (1), it is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, particular securities is, or is capable of being made, subject to restraint or restriction.
(3)  Where any property held in trust consists of or includes securities and a person knows, or has reasonable grounds for believing, that he has an interest under the trust, he shall be deemed to have an interest in those securities.
(4)  Where a corporation has, or is by the provisions of this section deemed to have, an interest in a security and —
(a)
the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person; or
(b)
a person has a controlling interest in the corporation,
that person shall be deemed to have an interest in that security.
(5)  Where a corporation has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a security and —
(a)
a person is;
(b)
the associates of a person are; or
(c)
a person and his associates are,
entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the corporation, that person shall be deemed to have an interest in that security.
(6)  For the purposes of subsection (5), a person is an associate of another person if the first-mentioned person is —
(a)
a related corporation of the second-mentioned person;
(b)
a person in accordance with whose directions, instructions or wishes that the second-mentioned person is accustomed or is under an obligation, whether formal or informal, to act in relation to the security referred to in subsection (4);
(c)
a person who is accustomed or is under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the second-mentioned person in relation to that security;
(d)
a corporation which is, or the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the second-mentioned person in relation to that security; or
(e)
a corporation in accordance with the directions, instructions or wishes of which, or of the directors of which, the second-mentioned person is accustomed or under an obligation, whether formal or informal, to act in relation to that security.
(7)  A person shall be deemed to have an interest in a security in any one or more of the following circumstances:
(a)
where he has entered into a contract to purchase a security;
(b)
where he has a right, otherwise than by reason of having an interest under a trust, to have a security transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;
(c)
where he has the right to acquire a security or an interest in a security, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or
(d)
where he is entitled, otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members, to exercise or control the exercise of a right attached to a security, not being a security of which he is the registered holder.
(8)  A person shall be deemed to have an interest in a security if that security is held jointly with another person.
(9)  For the purpose of determining whether a person has an interest in a security, it is immaterial that the interest cannot be related to a particular security.
(10)  There shall be disregarded —
(a)
an interest in a security if the interest is that of a person who holds the security as bare trustee;
(b)
an interest in a security if the interest is that of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;
(c)
an interest of a person in a security if that interest is an interest held by him by reason of his holding a prescribed office;
(d)
an interest of a company in its own securities if that interest is purchased or otherwise acquired in accordance with sections 76B to 76G of the Companies Act (Cap. 50); and
(e)
a prescribed interest in a security being an interest of such person, or of the persons included in such class of persons, as may be prescribed.
(11)  An interest in a security shall not be disregarded by reason only of —
(a)
its remoteness;
(b)
the manner in which it arose; or
(c)
the fact that the exercise of a right conferred by the interest is, or is capable of being made subject to restraint or restriction.
[SIA, s. 4; Companies, s. 7 (4A); HK Securities Ordinance, s. 5]