Saving for certain transactions.
(CAp. 32)
(2) In this Ordinance a reference to securities of a corporation is a reference to securities-
(a) issued, made available, or granted by the corporation; (b) proposed to be issued, made available, or granted by the
corporation; or
(c) proposed to be issued, made available, or granted by the
corporation when it is formed.
(3) In this Ordinance & security is regarded as listed on a stock exchange when the stock exchange has on the application of the company which issued the security, or on the application of any holder of the security, agreed to allow, subject to the requirements of this Ordinance, dealings in that security to take place on that exchange.
(4) A person shall not be treated as carrying on a business of dealing in securities by reason only of the fact that he is a member of a partnership which carries on such a business.
3. (1) For the purpose of determining whether or not a person has dealt in securities or has communicated an offer to acquire or dispose of securities, no account shall be taken of his having (whether as principal or as agent)-
(a) effected any dealing through, or made an offer to acquire or dispose of securities to, a registered dealer or a registered dealer's representative, or an exempt dealer or an exempt dealer's representative;
(b) issued a prospectus which complies with, or is exempt from compliance with, Part II of the Companies Ordin- ance, or in the case of a company incorporated outside Hong Kong, complies with or is exempted from com- pliance with Part XII of that Ordinance;
(c) issued any document relating to securities of a corpora- tion incorporated in Hong Kong that is not a registered company, being a document which-
(1) would if the corporation were a registered company be a prospectus to which section 38 of the Companies Ordinance applies, or would apply if not excluded by subsection (5)(b) of that section or by section 38A of that Ordinance; and
(ii) contains all the matters which, by virtue of Pari XII of that Ordinance, it would be required to contain if the corporation were a company incorporated outside Hong Kong and the document were a prospectus issued by that company;
9
(d) issued a form of application for shares or debentures of
a company, together with
(i) a prospectus which complies with, or is exempt from compliance with, Part 1 of the Companies Ordin- ance or, in the case of a company incorporated outside Hong Kong, complies with or is exempt from compliance with Part XII of that Ordinance; or
(i) in the case of a corporation incorporated in Hong Kong which is not a registered company, a document which contains the matters specified in paragraph (c)ii); (e) issued a prospectus which has been approved by the Commissioner in relation to a mutual fund corporation or unit trust authorized by the Commission under sec- tion 15:
(D) issued a form of application for the shares of a mutual fund corporation or the units of a unit trust, being a mutual fund corporation or unit trust which has been authorized by the Commission under section 15, together with a prospectus approved by the Commissioner;
or of his having as principal, acquired, subscribed for, or under- written securities, or offected transactions with a person whose business involves the acquisition and disposal, or the holding, of securities (whether as principal or as agent).
(2) The Commissioner may, an application being made to him in that behalf, approve a prospectus for the purposes of subsection (1)Xe).
(3) Any approval under subsection (2) may be given subject to such conditions as the Commissioner thinks fit.
4. (1) Where a corporation-
(a) is the holding company of another corporation; (b) is a subsidiary of another corporation; or
(c) is a subsidiary of the holding company of another
corporation,
that first-mentioned corporation and that other corporation are, for the purposes of this Ordinance, deemed to be related to each
other.
(2) For the purposes of subsection (1), a corporation shall, subject to subsection (3), be deemed to be a subsidiary of another corporation if
Definition of related corporation,