TNAG-0966-FCO40-1185-Legislation-for-employment-in-Hong-Kong-1980 — Page 27

A292

Ord. No. 55/80

(Cap. 38.)

(Cap. 37.)

(Cap. 333.)

STOCK EXCHANGES UNIFICATION

"Council" means the Council of the Hong Kong Federation of Stock Exchanges, established under section 32 of the Securities Ordinance;

"Court" means the High Court;

"dealer" has the same meaning as in section 2 of the Securities Ordinance; "dealing in securities" has the same meaning as in section 2 of the Securities

Ordinance;

"document" has the same meaning as in section 2 of the Securities

Ordinance;

"Exchange Company" means the company recognized as the Exchange

Company under section 3;

"existing exchanges" means the Far East Exchange Limited, the Hong Kong Stock Exchange Limited, the Kam Ngan Stock Exchange Limited and the Kowloon Stock Exchange Limited, and "existing exchange" means any one of them;

"firm" means an unincorporate body of 2 or more persons--

(a) who have entered into partnership with one another within the

meaning of section 3 of the Partnership Ordinance; or

(b) who have formed a limited partnership under the Limited Partner- ships Ordinance and registered it as such under that Ordinance, and a reference to a partnership shall be construed as a reference to such a partnership or limited partnership;

"Hong Kong Federation of Stock Exchanges" means the Hong Kong Federation of Stock Exchanges established under section 31 of the Securities Ordinance;

"investment adviser" has the same meaning as in section 2 of the Securities

Ordinance;

"listing" has the same meaning as in section 2 of the Securities Ordinance; "member" means-

(a) in relation to the Exchange Company, a shareholder of the

Exchange Company other than an associate member; and

(b) in relation to an existing exchange, a member of the existing

exchange other than an associate member;

"memorandum" means the memorandum of association of the Exchange

Company;

"securities" has the same meaning as in section 2 of the Securities Ordin-

ance;

"stock market" has the same meaning as in section 2 of the Securities

Ordinance;

"transitional committee" means the transitional committee of the Exchange

Company established under section 5;

"Unified Exchange" means the stock market established, operated and

maintained under section 27.

(2) For the purposes of any provision of this Ordinance relating to membership or associate membership of the Exchange Company or an existing exchange, each-

(a) share in the Exchange Company; and

(b) seat on an existing exchange,

shall be deemed to constitute a separate membership or associate member- ship of the Exchange Company or existing exchange, as the case may be.

STOCK EXCHANGES UNIFICATION

Ord. No. 55/80

A293

PART II

THE EXCHANGE COMPANY

3. (1) Subject to this section, the Commission may, by certificate in Recognition of writing under its seal, recognize as the Exchange Company for the purposes company as of this Ordinance a company formed and registered under the Companies Company. Ordinance.

(2) The Commission shall not recognize a company pursuant to sub- section (1) unless it is satisfied that the company complies with the requirements of subsection (3).

(3) The requirements referred to in subsection (2) are that— (a) the objects contained in the company's memorandum of associa-

tion include—

(i) the establishment and operation of a stock market; and (ii) the provision and maintainance, to the satisfaction of the Commission, of adequate and properly equipped premises for the conduct of the business of a stock market;

(b) the memorandum and articles of association of the company provide for 2 classes of members to be known as members and associate members respectively;

(c) the articles of association of the company provide for the exclusion from membership or associate membership of any cor- poration, firm or individual which or who would be disqualified under this Ordinance from being a member or associate member of the Exchange Company;

(d) the articles of association of the company make effective provi- sion for requiring the registration by or on behalf of a member or associate member of any deed of trust and of the details of any other arrangement concerning the financing or pledging, or use by any other person, of any membership or associate member- ship held by such member or associate member;

(e) the articles of association of the company make effective provi-

sion for prohibiting-

(i) any member from entering into partnership with any person who is not a member; and

(ii) any associate member from entering into partnership with any person who is not an associate member,

for the purpose of a business of dealing in securities;

(f) the memorandum and articles of association of the company provide for the making of rules for the proper and efficient operation and management of a stock market;

(g) the memorandum and articles of association of the company provide that the company will make the deposits required to be made to any compensation fund established under Part X of the Securities Ordinance in respect of the Exchange Company;

(h) the articles of association of the company have been approved

by the Commission.

(4) The Commission may-

(a) where it intends to recognize a company under subsection (1); and (b) for the purposes of enabling that company to comply to the satisfaction of the Commission with the requirements of sub- section (3),

cause the articles of association of the company to be drawn up and delivered to the Registrar of Companies.

the Exchange

(Cap. 32.)

(Cap. 333.)