Liability of directors,
etc.
112
(a) shall not have effect in relation to any specified person or to any person who is a member of a specified class of persons-
(i) who is or may be a dealer or investment adviser by reason only of his doing anything that is incidental to another business;
(ii) who does not deal in securities for or on behalf of any other person; or
(iii) who is a dealer or investment adviser by reason only of his entering into any specified transaction or class of transactions;
(b) shall not have effect in relation to a representative of any such person, or a member of any such class of persons, as is referred to in paragraph (a);
(c) shall have effect in relation to any such person or member, or a representative of any such person or member, to such extent as is prescribed: or
(d) shall not have effect in relation to a specified transaction or class of transactions entered into by a specified person or class of persons.
147, (1) Where an offence under this Ordinance committed by a corporation is proved to have been committed with the con- sent or connivance of, or to be attributable to any neglect on the part of any director, manager, secretary, or other similar officer of the corporation, or any person who was purporting to act in any such capacity, he, as well as the corporation, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
(2) Subject to subsection (3), for the purposes of this section, a person is deemed to be a director of a corporation if he occupies the position of a director by whatever name he may be called or is a person in accordance with whose directions or instructions the directors of the corporation or any of them act.
(3) A person shall not, by reason only that the directors of a corporation act on advice given by him in a professional capacity, be taken to be a person in accordance with whose directions or instructions those directors act.
113
prosecule
148. Without prejudice to the provisions of any other enact- Commis- ment relating to the prosecution of criminal offences and without sioner may prejudice to the powers of the Attorney General in relation to certain the prosecution of such offences, the Commissioner may institute offences proceedings in respect of any offence against this Ordinance that against thes is punishable on summary conviction.
Ordinance.
149. The Governor in Council may, by order published in Amendment the Gazelle, amend-
(a) the First and Second Schedules; and
(b) any amount or sum specified in Part X.
of Schedul and certain specified amounts.
150. (1) The Stock Exchanges Control Ordinance 1973 is Repeal and repealed.
amendments. (20 of 1973.2
(2) Section 2(1) of the Companies Ordinance is amended Cap. 32) by deleting the definition of "recognized stock exchange”, and substituting the following---
**"recognized stock exchange" means a stock exchange approved or deemed to have been approved under section 25 of the Securities Ordinance 1974?".
(3) Section 344 of the Companies Ordinance is repealed.
(4) Section 34(5)(b) of the Estate Duty Ordinance is amended (c■•® HD) by deleting the words "the Hong Kong Stock Exchange" and substituting the following--
"a stock exchange approved or deemed to have been approved under section 25 of the Securities Ordinance 1974”.
(5) Section 3 of the Stamp Ordinance is amended by delet- cow. 1175 ing the definition of "recognized stock exchange", and substituting the following-
"recognized stock exchange" means a stock exchange approved or deemed to have been approved under section 25 of the Securities Ordinance 1974".
FIRST SCHEDULE
REQUIREMENT TO BE SATISFIED IN RELATION TO OFFERS TO ACQDIRE SECURITIES
[ss. 72 & 149.)
I. If the securities to be acquired are currently listed or quoted on stock exchange (including a foreign stock exchange), the offer shall, subject to paragraph 2,—
(0) state this fact and specify the exchange or exchanges on which
the securities are currently listed or quoted;