2019年11月18日 星期一
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專業投資者
"Professional Investor" is defined in section 1 of Part 1 of Schedule 1 to the SFO. It includes specified entities set out in paragraphs (a) to (i) of the definition (e.g., banks and insurance companies) and persons belonging to a class which is prescribed under the Securities and Futures (Professional Investor) Rules ("Professional Investor Rules") (paragraph (j) of the definition).

"For the avoidance of doubt for the New Professional Regime, we extract summary definitions of Professional Investors from the best of our knowledge. But we strongly advice if you have any uncertainty or concern regarding the new Professional Investor Regime and wish to obtain any kind of advice, please kindly consult with your legal advisers for better clarification."

Below are the extract summary definitions for Professional Investor:-

Institutional Professional Investor "Please note that in general Professional Investor means i) Institutional Professional Investor- persons falling under paragraphs (a) to (i) of the definition of "professional investor" in section 1 of Part 1 of Schedule 1 to the SFO" :-

(a) any recognized exchange company, recognized clearing house, recognized exchange controller or recognized investor compensation company, or any person authorized to provide automated trading services under section 95(2) of this Ordinance;

(b) any intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong;

(c) any authorized financial institution, or any bank which is not an authorized financial institution but is regulated under the law of any place outside Hong Kong;

(d) any insurer authorized under the Insurance Companies Ordinance (Cap 41), or any other person carrying on insurance business and regulated under the law of any place outside Hong Kong;

(e) any scheme which-
(i) is a collective investment scheme authorized under section 104 of this Ordinance; or
(ii) is similarly constituted under the law of any place outside Hong Kong and, if it is regulated under the law of such place, is permitted to be operated under the law of such place, or any person by whom any such scheme is operated;

(f) any registered scheme as defined in section 2(1) of the Mandatory Provident Fund Schemes Ordinance(Cap 485), or its constituent fund as defined in section 2 of the Mandatory Provident Fund Schemes(General) Regulation (Cap 485 sub. leg. A), or any person who, in relation to any such registered scheme, is an approved trustee or service provider as defined in section 2(1) of that Ordinance or who is an investment manager of any such registered scheme or constituent fund;

(g) any scheme which-
(i) is a registered scheme as defined in section 2(1) of the Occupational Retirement Schemes Ordinance (Cap 426); or
(ii) is an offshore scheme as defined in section 2(1) of that Ordinance and, if it is regulated under the law of the place in which it is domiciled, is permitted to be operated under the law of such place, or any person who, in relation to any such scheme, is an administrator as defined in section 2(1) of that Ordinance;

(h) any government (other than a municipal government authority), any institution which performs the functions of a central bank, or any multilateral agency;

(i) except for the purposes of Schedule 5 to this Ordinance, any corporation which is-

    (i) a wholly owned subsidiary of-
    (A) an intermediary, or any other person carrying on the business of the provision of
    investment services and regulated under the law of any place outside Hong Kong; or
    (B) an authorized financial institution, or any bank which is not an authorized financial institution but is regulated under the law of any place outside Hong Kong;
    (ii) a holding company which holds all the issued share capital of-
    (A) an intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong; or
    (B) an authorized financial institution, or any bank which is not an authorized financial institution but is regulated under the law of any place outside Hong Kong; or any person of a class which is prescribed by rules made under section 397 of this Ordinance for the purposes of this paragraph as within the meaning of this definition for the purposes of the provisions of this Ordinance, or to the extent that it is prescribed by rules so made as within the meaning of this definition for the purposes of any provision of this Ordinance;
    ii) Corporate Professional Investors- trust corporations, corporations or partnerships falling under sections 3(a), (c) and (d) of the Professional Investor Rules; and iii) Individual Professional Investors- Falling under Section 3(b) of the Securities and Futures Professional Investors Rules:-
    (b) any individual, either alone or with any of his or her associates on a joint account, having a portfolio of not less than $8 million or its equivalent in any foreign currency at the relevant date or- (L.N. 135 of 2011)
    (i) as stated in a certificate issued by an auditor or a certified public accountant of the individual within 12 months before the relevant date; or (23 of 2004 s. 56)
    (ii) as ascertained by referring to one or more custodian statements issued to the individual (either alone or with the associate) within 12 months before the relevant date;

For Corporate Professional Investors such as Trust Corporations, Corporations or
Partnerships meeting specified monetary Thresholds:-

(a) any trust corporation having been entrusted under the trust or trusts of which it acts as a trustee with total assets of not less than $40 million or its equivalent in any foreign currency at the relevant date or- (L.N. 135 of 2011)
(i) as stated in the most recent audited financial statement prepared-
(A) in respect of the trust corporation; and
(B) within 16 months before the relevant date;
(ii) as ascertained by referring to one or more audited financial statements, each being the most recent audited financial statement, prepared-
(A) in respect of the trust or any of the trusts; and
(B) within 16 months before the relevant date; or
(iii) as ascertained by referring to one or more custodian statements issued to the trust corporation-
(A) in respect of the trust or any of the trusts; and
(B) within 12 months before the relevant date;

(c) any corporation or partnership having-
(i) a portfolio of not less than $8 million or its equivalent in any foreign currency; or
(ii) total assets of not less than $40 million or its equivalent in any foreign currency,
at the relevant date, or as ascertained by referring to- (L.N. 135 of 2011)
(iii) the most recent audited financial statement prepared-
(A) in respect of the corporation or partnership (as the case may be); and
(B) within 16 months before the relevant date; or
(iv) one or more custodian statements issued to the corporation or partnership (as the case may be) within 12 months before the relevant date; and

For Corporate Professional Investors that Corporate Investment Vehicles wholly owned by Individual Professional Investors or Corporate Professional Investors:-

(d) any corporation the sole business of which at the relevant date is to hold investments and which at the relevant date is wholly owned by any one or more of the following persons-
(i) a trust corporation that falls within the description in paragraph (a);
(ii) an individual who, either alone or with any of his or her associates on a joint account, falls within the description in paragraph (b);
(iii) a corporation that falls within the description in paragraph (c);
(iv) a partnership that falls within the description in paragraph (c). (L.N. 135 of 2011)