1959-HKRS29-8-26_Part01 — Page 13

26 Goo. S and t Edw.

3,

34,

* 1900.

26 Geo. 3

and 1 Edw.

1. c. 34.

6. 2003).

26 Geo. 3

and 1 Edw.

8, c. 34.

L. 1972).

(Cap. 38).

22

control, whether direct or indirect, over the com- pany's affairs, and in particular, but without prejudice to the generality of the foregoing words, if any five or fewer persons together possess, or are entitled to acquire, the greater part of the share capital or voting power of the company; or (b) if any five or fewer persons together possess, or are entitled to acquire, either the greater part of the issued share capital of the company, or such part of that capital as would, if the whole of the profits of the company had been in fact distributed to the members, entille them to receive the greater part of the amount so distributed; or

(c) if in any relevant accounting year, more than half of the profits of the company have been, or could have been, apportioned among not more than five persons: or

(d) if any five or fewer persons would. if the company were wound up, be entitled as members or loan creditors of the company to receive more than half of the assets of the company which would be available for distribution to memberg and loan creditors.

(3) In determining for the purposes of subsection (2) whether a company is deemed to be under the control of not more than five persons. persons in any one of the following classes shall be treated as a single person with other persons of that same class, namely-

(a) persons who are relatives of one another: (b) nominees of another person together with that

person:

(c) persons in a partnership within the meaning of section 3 of the Partnership Ordinance; and (d) persons interested in any shares or obligations of the company which are subject to any trust or are part of the estate of a deceased person. (4) For the purposes of subsection (3) a person shall be deemed to be the nominee of another person it. whether directly or indirectly, he possesses on behalf of that other person, or may be required to exercise on the direction of or on behalf of that other person, any right or power which is material in determining whether a company is, or is not to be deemed to have been under the control of not more than five persons.

12 & 13 Gen. $, s. 17. 9, 21(6).

12 & 13 Geo. 3. c. 17, - 2006).

16 Gco. 5, and 1 Edw.

$. c. 34.

a. 1903) and 3 & 4 Geo. 6, c. 29,

• 5801XB10).

16 Oco. 5 and I Edw, 8. c. 34.

1. 2007).

23

(9) A company shall be deemed to be- (a) "a subsidiary company" if. by reason of the bencficial ownership of shares therein, the control of the company is in the hands of a company nol being a company to which the provisions of this section apply, or of two or more companies none of which is a company to which the said provisions apply; and

(b) “a company in which the public were substantially interested" if shares of the company (not being shares entitled to a fixed rate of dividend, whether with or without a further right to participate in profits) carrying not less than 25 per cent of the voting power were allotted unconditionally to, or acquired unconditionally by, and were at the end of the year or other period for which the accounts of the company were made up beneficially held by, the public (not including a company to which the provisions of this section apply), and any such shares were in the course of such year or other period the subject of dealings on the Hong Kong Stock Exchange and the shares were quoted in any list of such exchange.

(6) For the purpose of this section and in relation to any body corporate incorporated outside the Colony-

(a) references to winding-up shall include references to

the dissolution or cancellation of the registry of the body corporate in any manner authorized by any rules, regulations or other instrument com- stituting or regulating the body corporate or any enactment applying to the body corporate; and (b) references 10 an order or resolution for winding- up shall include references to the signing of any instrument, the making of any application or the doing of any other act which is authorized as aforesaid with a view to dissolving, or cancelling the registry of, the body corporate; and

(c) references to the liquidator shall include references to any person in charge of the winding-up of the affairs of the body corporate.

(7) In this section the expressions-

"loan creditor" means a creditor in respect of any debt

incurred by the company:

(a) for any money borrowed or capital assets

acquired by the company; or