Full legislation
s.13C
Restrictions on and sale of shares
(1)
The Authority may exercise a power conferred by this section in relation to a
person if the
person—
(a)
has become a minority shareholder controller or a majority shareholder
controller of an HK insurer or designated insurer (other than a special purpose
insurer); and
(b)
is not approved, or taken to be approved, under
section 13B
to
be such a shareholder controller.
(Replaced
20 of 2023 s. 20
)
(1A)
Subject to subsection (1B), the Authority may also exercise a power conferred by
this section in relation to a minority shareholder controller or a majority
shareholder controller of an HK insurer or designated insurer (other than a special
purpose insurer)
if—
(a)
the Authority has served a notice of objection under
section
13BA(3)
or (4) (as the case may be) on the shareholder controller;
and
(b)
the objection has taken effect under
section 116
.
(Added
20 of 2023 s. 20
)
(1B)
Subsection (1A) does not empower the Authority to make an application referred
to in subsection (5) except if the application is made in relation to a minority
shareholder controller or a majority shareholder controller of an HK insurer or
designated insurer (other than a special purpose insurer)
who—
(a)
is taken to be approved to be such a shareholder controller under
section 13B(2B)
by virtue of
section 2 of Schedule 12
;
and
(b)
is not a person in relation to whom the conditions under
section
13B(2
)(
a)
, (ab) and (b) as in force immediately before the
commencement date
*
of
section
18
of the Insurance (Amendment) Ordinance 2023 (
20 of 2023
) have been satisfied.
(Added
20 of 2023 s. 20
)
(2)
Subject to subsection (6), the
Authority
may by notice in writing served on the person concerned direct that any specified
shares to which this section applies shall, until further notice, be subject to one
or more of the following
restrictions—
(Amended
12 of 2015 s. 2
)
(a)
any transfer of those shares or, in the case of unissued shares, any
transfer of the right to be issued with them, and any issue of such shares,
shall be void;
(b)
no voting rights shall be exercisable in respect of the shares;
(c)
no further shares shall be issued in right of them or in pursuance of any
offer made to their holder;
(d)
except in a liquidation, no payment shall be made of any sums due from the
insurer on the shares, whether in respect of capital or otherwise.
(3)
Where shares are subject to the restrictions under subsection
(2
)(
a)
, any agreement to transfer the shares or, in the case of unissued
shares, the right to be issued with them, shall be void.
(4)
Where shares are subject to the restrictions under subsection
(2
)(
c)
or (d), an agreement to transfer any right to be issued with other shares in right
of those shares, or to receive any payment on them (otherwise than in a liquidation)
shall be void.
(5)
Subject to subsection (7), the Court of First Instance may, on the application
of the
Authority,
order the sale of any specified shares to which this section applies and, if they
are for the time being subject to any restrictions under subsection (2), that they
shall cease to be subject to those restrictions.
(Amended
25 of 1998 s. 2
;
12 of 2015 s. 2
)
(6)
The Authority must, by a written notice served on a person, revoke a notice
served under subsection (2) on the person
if—
(a)
in the case of subsection (1)—the person is approved, or taken to be
approved, under
section 13B
to be the minority shareholder controller
or majority shareholder controller (as the case may be) of the insurer;
or
(b)
in the case of subsection (1A
)—
(i)
the notice of objection is revoked under
section 13BA(9)
;
or
(ii)
the Tribunal has set aside under
section 101
the Authority’s
decision to serve the notice of objection.
(Replaced
20 of 2023 s. 20
)
(7)
Subject
to subsection (7A), the Authority may not, by virtue of subsection
(1)
,
make an application referred to in subsection
(5) against a
person falling within the descriptions in
section 13B(3
)(
a)
, (b) and
(c)
unless—
(Amended
12 of 2015 s. 2
;
20 of 2023 s. 20
)
(a)
the application relates to shares which are the subject of a notice in
writing under subsection (2); and
(b)
the person upon whom that notice has been served has not, within 14 days
after the service of that notice,
taken
the actions specified in
section 13B(4)
.
(Amended
12 of 2015 s. 2
;
20 of 2023 s. 20
)
(7A)
Subsection (7) does not prevent the Authority from making, by virtue of
subsection (1), an application referred to in subsection (5) in respect of the
shares that are the subject of a notice under subsection (2) against a person
falling within the descriptions in
section 13B(3
)(
a)
, (b) and (c)
if—
(a)
the person has, within 14 days after the service of that notice, taken the
actions specified in
section 13B(4)
;
(b)
the Authority has rejected the person’s application for an approval to be a
shareholder controller of the authorized insurer under
section
13B(2H)
; and
(c)
the rejection has taken effect under
section 116
.
(Added
20 of 2023 s. 20
)
(8)
Where an order has been made under subsection (5) the Court of First Instance
may, on the application of the
Authority,
make such further order relating to the sale or transfer of the shares as it thinks fit.
(Amended
25 of 1998 s. 2
;
12 of 2015 s. 2
)
(9)
Where shares are sold in pursuance of an order under this section the proceeds
of the sale, less the costs of the sale, shall be paid into court for the benefit of
the persons beneficially interested in them, and any such person may apply to the
Court of First Instance for an order that the whole or part of the proceeds to be
paid to him.
(Amended
25 of 1998 s. 2
)
(10)
This section applies
to—
(Amended
12 of 2015 s. 28
;
20 of 2023 s. 20
)
(a)
in relation to a person who has become a minority shareholder controller of
an HK insurer or designated insurer (other than a special purpose insurer) in
contravention of
section 13B(2)
or who has been served with a notice
of objection under
section 13BA(3)
that objects to the person being
such a shareholder controller—all the shares by virtue of which the person is,
whether alone or with an associate (as defined by
section 9(4)
) or
through a nominee, entitled to exercise, or control the exercise of, the voting
power at a general meeting of the insurer as such a minority shareholder
controller (excluding any such shares held by that person, or any such associate
or nominee, before that person became such a minority shareholder
controller);
(b)
in relation to a person who has become a majority shareholder controller of
the insurer in contravention of
section 13B(2A)
or who has been
served with a notice of objection under
section 13BA(4
)(
a)
that
objects to the person being such a shareholder controller—all the shares by
virtue of which the person is, whether alone or with an associate (as defined by
section 9(4)
) or through a nominee, entitled to exercise, or
control the exercise of, the voting power at a general meeting of the insurer as
such a majority shareholder controller (excluding any such shares held by that
person, or any such associate or nominee, before that person became such a
majority shareholder controller); or
(c)
in relation to a person who has been served with a notice of objection
under
section 13BA(4
)(
b)
that objects to the person being any
shareholder controller of the insurer—all the shares by virtue of which the
person is, whether alone or with an associate (as defined by
section
9(4)
) or through a nominee, entitled to exercise, or control the
exercise of, the voting power at a general meeting of the insurer as a
shareholder controller of the insurer (excluding any such shares held by that
person, or any such associate or nominee, before that person became a
shareholder controller of the insurer).
(Amended
20 of 2023 s. 20
)
(11)
A copy of a notice in writing served under subsection (2) or (6) on the person
concerned shall be served on the insurer to whose shares it relates and, if it
relates to shares held by an associate within the meaning of
section
9(4)
, or a nominee, of that person, on that associate or nominee, as the case
may be.