- (d) through a nominee;
- (e) through or by means of a trust, agreement or arrangement, understanding or practice, whether or not the trust, agreement or arrangement, understanding or practice has legal or equitable force or is based on legal or equitable rights; or
- (f) as a chargor of voting shares of a licensee unless the chargee of the voting shares or the nominee of the chargee has given notice in writing to the chargor under the charge of an intention to exercise the right to vote attaching to such voting shares;
“voting controller” (表決控權人) means a person who either alone or with 1 or more other persons holds voting control.
(2) Where—
- (a) 2 or more voting controllers together are voting controllers in relation to the same voting share; and
- (b) 1 or more of them is a disqualified person,
then, for the purposes of this Schedule, each of the voting controllers referred to in paragraph (a) shall, in relation to the voting share mentioned in that paragraph, be regarded as a disqualified person.
(3) When 2 or more voting controllers together are voting controllers in relation to the same voting share and 1 or more than 1 of those voting controllers is an unqualified voting controller, then for the purposes of this Schedule, each of those voting controllers shall, in relation to that voting share, be regarded as an unqualified voting controller.
(4) For the purposes of this Schedule, the fact that the particular voting share or shares in relation to which a person is a voting controller cannot be identified is immaterial.
(5) For the purposes of this Schedule, any reference to exercise of control—
- (a) in relation to a corporation, shall be construed in accordance with subsection (6);
- (b) in relation to a body other than a corporation, means the power of a person to ensure, by virtue of the rules regulating that or any other body, that the affairs of the first-mentioned body are conducted in accordance with the wishes of that person.
(6) For the purposes of subsection (5)(a), a person exercises control of a corporation if—
- (a) he is a director or principal officer of the corporation;
- (b) he is the beneficial owner of more than 15% of the voting shares in the corporation;
- (c) he is a voting controller of more than 15% of the voting shares in the corporation; or
- (d) he otherwise has the power, by virtue of any powers conferred by the memorandum or articles of association or other instrument regulating that corporation or any other corporation, to ensure that the affairs of the first-mentioned corporation are conducted in accordance with the wishes of that person,
and any reference in this Schedule to exercising control of a licensee shall be construed accordingly.
(7) Any reference in this Schedule to a person—
- (a) holding or being beneficially entitled to shares in a corporation; or
- (b) being a voting controller of any voting shares in a corporation,
shall be construed as a reference to his being so entitled, whether by himself or jointly with other persons, and whether directly or through 1 or more nominees.
(8) For the purposes of this Schedule, 2 corporations are members of the same group if—
- (a) 1 of them is a corporation of which the other is a subsidiary; or
- (b) both are subsidiaries of another corporation.
(9) In subsection (8), “subsidiary” (附屬公司), in relation to a corporation, has the same meaning which a subsidiary has in relation to a company under section 2(4) and (6) of the Companies Ordinance (Cap. 32).
2. Application
Part 3 shall not apply to a domestic pay television programme service, domestic pay television programme service licence or domestic pay television programme service licensee.
