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inducing or attempting to induce any other person to enter into or offer to enter into any agreement-
(a) for or with a view to acquiring, disposing of, subscribing
for or underwriting securities;
(b) the purpose or pretended purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the value of securities;
or
(c) whereby that other person deposits or transfers securities to the first-mentioned person as security for the loan of a sum of money;
"defalcation" means a misapplication of money, securities, or
other property;
"Disciplinary Committee" means the Securities Commission Dis-
ciplinary Committee established under section 38; "document" includes any register, books, record, tape recording. any form of computer input or output, and any other docu- ment or similar material (whether produced mechanically, electrically, or manually, or by any other means whatsoever); "exempt dealer” means a person declared under section 60 to be
an exempt dealer for the purposes of this Ordinance: "Federation" means the Hong Kong Federation of Stock
Exchanges constituted under Part IV;
“financial year" means a period of 12 months ending on the 31st
day of March in any calendar year;
"foreign stock exchange" means a stock exchange which is per- mitted to operate in a country or territory outside Hong Kong by the law of that country or territory or, in the case of a country or territory which has no written law relating to stock exchanges, is not prevented from operating by the law of that country or territory;
"Individual member" means a natural person who carries on a business of dealing in securities on bis own account, and not as a partner of a member firm or as a director of a corporate member, and is a member of a stock exchange;
"investment adviser" means any person who-
(a) for direct remuneration carries on a business of advising
other persons concerning securities; or
(b) for direct remuneration as part of a regular business issues or circulates analyses or reports concerning securities; or
(c) pursuant to a contract of arrangement with a client, undertakes on behalf of the client the managerdent of a portfolio of securities, including the arranging of pur- chases, sales, or exchanges of securities through a dealer or exempt dealer;
but does not include-
(i) a licensed bank;
(ii) a solicitor or professional accountant whose carrying on business as an investment adviser is wholly incidental to the practice of his profession;
(iii) the proprietor or publisher of, or any contributor to, a
bona fide newspaper, magazine, journal, or other periodical publication that is generally available to the public otherwise than on subscription who only in that bona fide newspaper, magazine, journal, or periodical publication advises other persons concerning securities, or issues or promulgates analyses or reports concerning securities, not being the proprietor or publisher of, or a contributor to, a newspaper, journal, magazine, or other periodical publication whose principal or only object is to advise others concerning securities, or to issue or circulate analyses or reports concerning securities;
(iv) a dealer or exempt dealer to the extent that his giving of investment advice is incidental to his currying on business as a dealer or exempt dealer:
(v) a trustee company registered under Part VIII of the
Trustee Ordinance;
(vi) an exempt investment adviser: "investment representative" means-
(a) a person in the direct employment of or acting for or by arrangement with an investment adviser who performs for that investment adviser any of the functions of an investment adviser (other than work ordinarily per- formed by an accountant, clerk or cashier) whether his remuneration is by way of salary, wages, commission or otherwise; and
(b) where the investment adviser is a corporation, any officer or member of the corporation who is not a registered investment adviser and who performs for the corporation any of those functions (whether his remuneration is by way of salary, wages, commission or otherwise);
(Cup. 19.)