Paper III - Long Term Insurance

A mandatory offer is required to be made when:
(a) any person acquires, whether by a series of transactions over a period of time or not, 30% or more of the voting rights of a company (see Note below);
(b) two or more persons are acting in concert who collectively hold less than 30% of the voting rights of a company, and any one or more of them acquire voting rights, and such acquisition has the effect of increasing their collective holding of voting rights to 30% or more of the voting rights of the company;
(c) any person holds not less than 30%, but not more than 50%, of the voting rights of a company and that person acquires additional voting rights, and such acquisition has the effect of increasing that person’s holding of voting rights of the company by more than 2% from the lowest percentage holding of that person in the 12-month period ending on and inclusive of the date of the relevant acquisition; or
(d) two or more persons are acting in concert, and they collectively hold not less than 30%, but not more than 50%, of the voting rights of a company, and any one or more of them acquire additional voting rights, and such acquisition has the effect of increasing their collective holding of voting rights of the company by more than 2% from the lowest percentage holding of that person in the 12-month period ending on and inclusive of the date of the relevant acquisition.

A standing authority is the normal standing instruction from a client to an intermediary or associated entity which enables the intermediary or associated entity to deal with client assets.
(a) It is a written notice authorizing the intermediary or associated entity to deal with the assets in ways
(b) It specifies a period that must not be more than 12 months during which it will be effective (no limit has been specified by the SFC for a client who is a PI)
(c) It specifies the way in which it may be

There are a large number of exemptions to the definition of LFET in Schedule 5, SFO. Examples include:
(a) transactions by an AFI or a central bank;
(b) exchange transactions under the Money Changers Ordinance (Cap 34); and
(c) transactions executed on a stock exchange or a futures exchange by or through a person who is licensed for Type 1 and Type 2 regulated activities respectively or wholly incidental to such transactions, etc.

The features of boiler room activities are:
(a) The sole use of the telephone, email or facsimile for initial and continuing contacts (with no face-to-face meetings)
(b) The investor is told that the investment is being offered to a select group of people for a short time only
(c) The seller is often located overseas

Securities are defined in Schedule 1, SFO, to cover a wide range of instruments, including:
(a) shares, stocks, debentures, loan stocks, funds, bonds or notes;
(b) rights, options or interests in the above instruments;
(c) certificates of interest or participation in, or warrants to subscribe for or purchase, the above instruments;
(d) interests in CISs;

(a) provide documents and explanations;
(b) attend before the investigator and answer questions;
(c) give the investigator all reasonable assistance;
(d) support his evidence by making a statutory declaration

Persons involved in listings:
These include the issuer and its directors, authorised representatives, sponsors, compliance advisers, independent financial advisers (“IFAs”), promoters and reporting accountants.

The Registrar of Companies administers and enforces certain aspects of the:
(a) CO;
(b) Limited Partnerships Ordinance;
(c) Trustee Ordinance;
(d) Registered Trustees Incorporation Ordinance;
(e) Money Lenders Ordinance

The business of an annual general meeting includes the consideration of the annual accounts, the declaration of dividends, the election of directors to replace retiring ones, and the appointment of auditors.

No person may receive or hold in Hong Kong client assets of an intermediary unless the person is:
(a) the intermediary;
(b) an associated entity of the intermediary; or
(c) an excluded person (see Note below).
Note: An excluded person includes any AFI, another intermediary with whom client securities collateral is deposited under financial accommodation arrangements, any company or overseas company approved by the SFC, and any person specified under rules made by the SFC with whom designated trust accounts or client accounts are to be maintained.