Insurance Ordinance

(1A)
(Repealed
20 of 2023 s. 18
)
(1)
This section applies to an authorized insurer
that—
(a)
is an HK insurer or designated insurer; and
(b)
is not a special purpose insurer.
(Replaced
20 of 2023 s. 18
)
(2)
A person must not become a minority shareholder controller of an authorized
                insurer
unless—
(a)
the Authority approves under subsection (2B) the person to be such a
                    minority shareholder controller; or
(b)
the person is a majority shareholder controller of the insurer immediately
                    before becoming such a minority shareholder controller.
Note—
See also
section 95ZB
if the authorized insurer is also a
                    designated insurance holding company or a member of the supervised group of such
                    a company.
(Replaced
20 of 2023 s. 18
)
(2A)
A person must not become a majority shareholder controller of an authorized
                insurer unless the Authority approves under subsection (2B) the person to be such a
                majority shareholder controller, regardless of whether the person is a minority
                shareholder controller of the insurer before becoming such a majority shareholder
                controller.
Note—
See also
section 95ZB
if the authorized insurer is also a
                    designated insurance holding company or a member of the supervised group of such
                    a company.
(Added
20 of 2023 s. 18
)
(2B)
The Authority may approve a person to be a minority shareholder controller or a
                majority shareholder controller of an authorized
insurer—
(a)
on an application made by the person or the insurer; and
(b)
on payment of a prescribed fee.
(Added
20 of 2023 s. 18
)
(2C)
An application made under subsection
(2B
)(
a)
must—
(a)
be in the specified form;
(b)
be accompanied by any information specified by the Authority; and
(c)
be served on the Authority.
(Added
20 of 2023 s. 18
)
(2D)
The Authority must reject an application made under subsection
(2B
)(
a)
for the approval of a person to be a minority shareholder
                controller or a majority shareholder controller of an authorized insurer unless it
                is satisfied that the person is a fit and proper person to be such a shareholder
                controller.
(Added
20 of 2023 s. 18
)
(2E)
If the Authority intends to reject the application, the Authority must serve on
                the person and the authorized insurer a written notice
stating—
(a)
that the Authority is considering rejecting the application;
(b)
the reasons why the Authority is considering doing so; and
(c)
the effect of subsection (2F).
(Added
20 of 2023 s. 18
)
(2F)
The person or the authorized insurer may, within 1 month after the date of
                service of the notice under subsection (2E
)—
(a)
make written representations to the Authority; and
(b)
if the person or the insurer so requests, make oral representations to a
                    person appointed for the purpose by the Authority.
(Added
20 of 2023 s. 18
)
(2G)
If representations are made under subsection (2F), the Authority must take them
                into account before rejecting the application.
(Added
20 of 2023 s. 18
)
(2H)
After deciding on the application, the Authority must give the person and the
                authorized insurer a written notice of the result of the application.
(Added
20 of 2023 s. 18
)
(2I)
If the application is rejected, the notice must state the reasons for the
                rejection.
(Added
20 of 2023 s. 18
)
(3)
Where a
person—
(a)
becomes a
                    minority
                    shareholder controller or a majority shareholder controller of
                    an
                    authorized insurer in contravention of subsection
                    (2) or (2A);
(Amended
12 of 2015 s. 27
)
(b)
did not know that the acts or circumstances
                    as
                    a result of which the person became such a shareholder
                    controller were such as to have that effect; and
(c)
subsequently becomes aware of the fact that
                    the
                    person has become such a shareholder controller,
the
                person must, within 14 days after becoming aware of that fact, take the actions
                specified in subsection (4).
(Amended
12 of 2015 ss. 2 & 27
;
20 of 2023 s. 18
)
Note—
See also
section 95ZC
if the authorized insurer is also a
                    designated insurance holding company or a member of the supervised group of such
                    a company.
(Added
18 of 2020 s. 7
)
(4)
The actions specified for the purposes of subsection (3)
are—
(a)
to serve on the Authority a written notice stating that the person has
                    become such a shareholder controller;
(b)
to make an application under subsection
(2B
)(
a)
for an approval
                    to be such a shareholder controller; and
(c)
to pay the prescribed fee under subsection
(2B
)(
b)
.
(Replaced
20 of 2023 s. 18
)
(5)
If a person is a minority shareholder controller or a majority shareholder
                controller of a non-HK insurer immediately before the insurer is designated as a
                designated insurer under
section 3B(1)
, the person is taken to be
                approved under subsection (2B) as such a shareholder controller on the date of
                designation.
(Replaced
20 of 2023 s. 18
)
(5A)
If a person is a minority shareholder controller or a majority shareholder
                controller of a non-HK insurer immediately before the date on which the non-HK
                insurer becomes a re-domiciled insurer under
section 3BA(1)
, the person
                is taken to be approved under subsection (2B) as such a shareholder controller of
                the re-domiciled insurer on that date.
(Added
14 of 2025 s. 128
)
(6)
(Repealed
20 of 2023 s. 18
)
(7)
(Repealed
12 of 2015 s. 27
)
(8)
No transaction relating to the acquisition of voting power in
                an
                authorized insurer
                is
                void or voidable by reason only of a contravention of subsection
                (2) or (2A).
(Amended
12 of 2015 s. 27
;
20 of 2023 s. 18
)
(9)
Subject to subsection (10), any person who fails to comply with subsection
                (2) or
                (2A) commits an offence and is liable to a fine of $200,000 and,
                in the case of an individual, to imprisonment for 2 years.
(Amended
35 of 1996 s. 7
;
20 of 2023 s. 18
)
(10)
Where a person is charged with an offence under subsection (9), it
                is
                a defence to prove that
                the
                person
                did not know that the acts or circumstances
                as
                a result of which the person became a minority shareholder controller or a majority
                shareholder controller (as the case may be) of the insurer
                concerned were such as to have that effect.
(Amended
20 of 2023 s. 18
)
(11)
Any person who fails to comply with subsection (3) commits an offence and is
                liable to a fine of $200,000 and, in the case of an individual, to imprisonment for
                2 years, together with a fine of $2,000 for each day on which the offence continues.
(Amended
35 of 1996 s. 7
)