Clause 10

in the section heading, after “shares”, insert “or preference shares”;

in subsection (1), replace “the divesting company” wherever it appears with “divesting company A”;

in subsection (1), replace “the investee company” with “investee company B”;

in subsection (1)(a), replace “2027” with “2025”;

in subsection (1)(b), replace “that investee company” with “investee company B”;

after subsection (1), insert —“(1A) There is exempt from tax any gains or profits derived by a company (called in this section divesting company A1) from the disposal of ordinary shares or preference shares (or both) in another company (called in this section investee company B1) which are legally and beneficially owned by divesting company A1 immediately before the disposal, if —

the disposal is made on or after 1 January 2026; and

the disposal is made after divesting company A1 has, at all times during a continuous period of at least 24 months ending on the date immediately before the date of disposal of such shares —

legally and beneficially owned at least 20% of the ordinary shares in investee company B1; or

legally and beneficially owned ordinary shares or preference shares (or both) in investee company B1 the value of which is at least 20% of the total amount of paid‑up share capital of ordinary shares and preference shares in investee company B1 under the applicable accounting principles.(1B) There is exempt from tax any gains or profits derived by a company (called in this section divesting company A2) from the disposal of ordinary shares or preference shares (or both) in another company (called in this section investee company B2) which are legally and beneficially owned by divesting company A2 immediately before the disposal (called in this section the subject shares), if —

the disposal is made on or after 1 January 2026; (b)the subject shares were held by divesting company A2 for a continuous period of at least 24 months ending on the date immediately before the date of the disposal; and

at the beginning (called the start date) of the period of 24 months ending on the date immediately before the date of the disposal, divesting company A2 together with one or more companies in the same group as divesting company A2 —

legally and beneficially owned ordinary shares in investee company B2 (which included the subject shares) that (in total) represent at least 20% of the ordinary shares in investee company B2 as of the start date; or

legally and beneficially owned ordinary shares or preference shares (or both) in investee company B2 (which included the subject shares) the value of which is at least 20% of the total amount of paid‑up share capital of ordinary shares and preference shares in investee company B2 as of the start date under the applicable accounting principles,and divesting company A2 and the other company or companies in the same group did not dispose of any of those shares during that period which resulted in the legal and beneficial ownership described in sub‑paragraph (i) or (ii) (as the case may be) falling below the percentage specified in that sub‑paragraph.(1C) For the purpose of subsection (1B) —

shares in investee company B2 are treated as having been disposed of by a company on a first‑in‑first‑out basis; and

companies are in the same group if —

more than 50% of the total number of issued ordinary shares in one company are beneficially owned by the other company; or

more than 50% of the total number of issued ordinary shares in each of those companies are beneficially owned by a common company.(1D) For the purpose of subsection (1C)(b), if —

a company beneficially owns (including by virtue of one or more applications of this subsection) issued ordinary shares in another company (called in this subsection a 1st level company); and

the 1st level company beneficially owns issued ordinary shares in another company (called in this subsection a 2nd level company),then the firstmentioned company is taken to beneficially own issued ordinary shares of the 2nd level company; and the percentage of such beneficial ownership is computed by the formula A × B, where —

A is the percentage which the number of issued ordinary shares of the 1st level company beneficially owned by the firstmentioned company bears to the total number of all issued ordinary shares of the 1st level company; and

B is the percentage which the number of issued ordinary shares of the 2nd level company beneficially owned by the 1st level company bears to the total number of all issued ordinary shares of the 2nd level company.(1E) Any reference to divesting company A2 in subsection (1B) does not include a registered business trust (despite section 36B(1)) or VCC.”;

in subsection (2), after “Subsection (1)”, insert “, (1A) or (1B)”;

in subsections (2), (3), (5) and (7), replace “the divesting company” wherever it appears with “divesting company A, A1 or A2”;

in the following provisions, after “subsection (1)”, insert “, (1A) or (1B)”:Subsection (3)Subsection (5)(a)Subsection (7)(a);

replace subsection (4) with —“(4) For the purposes of subsection (1), (1A) or (1B), a company (X) is treated as legally and beneficially owning any shares in another company (Y) during the borrowing period when the legal interest in those shares had been transferred by X to another under a securities lending or repurchase arrangement.”;

in subsection (9), after the definition of “activity of holding immovable properties”, insert —“ “applicable accounting principles”, in relation to a company, means —

the accounting principles adopted by the company; or

if the company is not required to comply with any accounting principles in preparing its financial statements — the International Financial Reporting Standards;”; and

in subsection (9), after the definitions of “FRS 109” and “SFRS(I) 9”, insert —“ “preference shares” means only preference shares that are accounted for as equity by the investee company under the applicable accounting principles;”.