Clause 5

by deleting subsection (1) and substituting the following subsection:“(1) Subject to this section, a person has an interest in securities, securities-based derivatives contracts or units in a collective investment scheme, if the person has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be).”;

by inserting, immediately after the word “securities” in subsection (2), the words “, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be)”;

by deleting subsections (3), (4) and (5) and substituting the following subsections:“(3) Where any property held in trust consists of or includes securities, securities‑based derivatives contracts or units in a collective investment scheme, and a person knows, or has reasonable grounds for believing, that the person has an interest under the trust, the person is treated as having an interest in those securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be).(4) A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if a corporation has, or is by the provisions of this section (apart from this subsection) treated as having, an interest in that security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) and —

the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person; or

the person has a controlling interest in the corporation.(5) A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if —

a corporation has, or is by the provisions of this section (apart from this subsection) treated as having, an interest in that security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be); and

the person, the associates of the person, or the person and the person’s associates are entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the corporation.”;

by inserting, immediately after the word “security” in subsection (6)(b), the words “, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be)”;

by inserting, immediately after the word “security” in subsection (6)(c), the words “, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be)”;

by deleting subsections (7) to (10) and substituting the following subsections:“(7) A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme in any one or more of the following circumstances:

where the person has entered into a contract to purchase the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be);

where the person has a right, otherwise than by reason of having an interest under a trust, to have the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be), transferred to the person or to the person’s order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;

where the person has the right to acquire any of the following under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not:

the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be);

an interest in the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be);

where the person is entitled, otherwise than by reason of the person having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members, to exercise or control the exercise of a right attached to any of the following (as the case may be):

the security, not being a security of which the person is a registered holder;

the securities‑based derivatives contract, not being a contract to which the person is a party;

the unit in a collective investment scheme, not being a unit of which the person is a registered holder.(8) A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if that security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) is held jointly by the person with another person.(9) For the purpose of determining whether a person has an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme, it is immaterial that the interest cannot be related to a particular security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be).(10) The following interests are to be disregarded:

an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if the interest is that of a person who holds the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) as bare trustee;

an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if —

the interest is that of a person whose ordinary business includes the lending of money; and

the person holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;

an interest of a person in a security, securities‑based derivatives contract or unit in a collective investment scheme if that interest is an interest held by the person by reason of the person holding a prescribed office;

an interest of a company in its own securities if that interest is purchased or otherwise acquired in accordance with sections 76B to 76G of the Companies Act (Cap. 50);

a prescribed interest in a security, securities‑based derivatives contract or unit in a collective investment scheme being an interest of such person, or of the persons included in such class of persons, as may be prescribed;

for the purposes of Part VII, an interest in a securities‑based derivatives contract the obligations under which are to be discharged by one party to the other at some future time by cash settlement only.”;

by inserting, immediately after the word “security” in subsection (11), the words “, securities‑based derivatives contract or unit in a collective investment scheme”; and

by inserting, immediately after the word “securities” in the section heading, the words “, securities‑based derivatives contracts or units in a collective investment scheme”.