904
For the purposes of this Chapter, the following definitions apply:—
(1) "approved exchange" means a stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles to this Chapter.
(2) "entity at risk" means:
(a) the issuer;
(b) a subsidiary of the issuer that is not listed on the Exchange or an approved exchange; or
(c) an associated company of the issuer that is not listed on the Exchange or an approved exchange, provided that the listed group, or the listed group and its interested person(s), has control over the associated company.
(3) [Deleted]
(4)
(a) In the case of a company, "interested person" means:—
(i) a director, chief executive officer, or controlling shareholder of the issuer; or
(ii) an associate of any such director, chief executive officer, or controlling shareholder.
(b) In the case of a REIT, "interested person" shall have the meaning ascribed to the term "interested party" in the Code on Collective Investment Schemes, namely:—
(i) a director, chief executive officer or controlling shareholder of the REIT manager;
(ii) the REIT manager, trustee or controlling unitholder of the REIT; or
(iii) an associate of any of the persons or entities in (i) or (ii) above,
as each such term is defined in the Code on Collective Investment Schemes.
(c) In the case of a business trust, "interested person" means:—
(i) a director, chief executive officer, or controlling shareholder of the trustee-manager of the business trust;
(ii) the trustee-manager or controlling unitholder of the business trust; or
(iii) an associate of any of the persons or entities in (i) or (ii) above.
(d) In the case of an investment fund which is not a REIT or business trust, "interested person" means:—
(i) a director, chief executive officer or controlling shareholder of the investment manager(s) (or any equivalent) of the investment fund;
(ii) the investment manager(s) (or any equivalent), the trustee or controlling unitholder of the investment fund; or
(iii) an associate of any of the persons or entities in (i) or (ii) above.
(4A) The Exchange may deem any person or entity to be an interested person if the person or entity has entered into, or proposes to enter into: (a) a transaction with an entity at risk; and (b) an agreement or arrangement with an interested person in connection with that transaction.
(4B) "primary interested person" means a person or an entity in Rule 904(4)(a)(i), Rule 904(4)(b)(i), Rule 904(4)(b)(ii), Rule 904(4)(c)(i), Rule 904(4)(c)(ii), Rule 904(4)(d)(i) or Rule 904(4)(d)(ii).
(5) "interested person transaction" means a transaction between an entity at risk and an interested person.
(6) "transaction" includes:—
(a) the provision or receipt of financial assistance;
(b) the acquisition, disposal or leasing of assets;
(c) the provision or receipt of goods or services;
(d) the issuance or subscription of securities;
(e) the granting of or being granted options; and
(f) the establishment of joint ventures or joint investments;
whether or not in the ordinary course of business, and whether or not entered into directly or indirectly (for example, through one or more interposed entities).
(7) “defence funding” means:
(a) The provision of a loan to a director or a chief executive officer of an entity at risk to meet expenditure incurred or to be incurred:
(i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by that person in relation to the entity at risk; or
(ii) in connection with an application for relief; or
(iii) in defending himself in an investigation by a regulatory authority or against any action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust in relation to the entity at risk; or
(b) any action to enable such director or chief executive officer to avoid incurring such expenditure.
(8) "net profits" means profit or loss including discontinued operations that have not been disposed and before income tax and non-controlling interests.
Amended on 31 March 201731 March 2017 and 7 February 20207 February 2020.