The materials/information on this website are NOT intended for retail investors in Hong Kong and Singapore. The materials/information contained in this website are intended for use by institutional Investors and/or Professional Investors only as such terms are defined under the applicable laws of Hong Kong and Singapore. Definition of such terms is provided below.

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Hong Kong

Under the Securities and Futures Ordinance (Cap 571) of Hong Kong (“Ordinance”), a Professional Investor (專業投資者) means,

(a) any recognised exchange company, recognised clearing house, recognised exchange controller or recognised investor compensation company, or any person authorised to provide automated trading services under section 95(2) of the Ordinance;

(b) any intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong;

(c) any authorised financial institution, or any bank which is not an authorised financial institution but is regulated under the law of any place outside Hong Kong;

(d) any insurer authorised under the Insurance Companies Ordinance (Cap 41), or any other person carrying on insurance business and regulated under the law of any place outside Hong Kong;

(e) any scheme which -

(i) is a collective investment scheme authorised under section 104 of the Ordinance; or

(ii) is similarly constituted under the law of any place outside Hong Kong and, if it is regulated under the law of such place, is permitted to be operated under the law of such place, or any person by whom any such scheme is operated;

(f) any registered scheme as defined in section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap 485), or its constituent fund as defined in section 2 of the Mandatory Provident Fund Schemes (General) Regulation (Cap 485 sub. leg. A), or any person who, in relation to any such registered scheme, is an approved trustee or service provider as defined in section 2(1) of that Ordinance or who is an investment manager of any such registered scheme or constituent fund;

(g) any scheme which -

(i) is a registered scheme as defined in section 2(1) of the Occupational Retirement Schemes Ordinance (Cap 426); or

(ii) is an offshore scheme as defined in section 2(1) of that Ordinance and, if it is regulated under the law of the place in which it is domiciled, is permitted to be operated under the law of such place, or any person who, in relation to any such scheme, is an administrator as defined in section 2(1) of that Ordinance;

(h) any government (other than a municipal government authority), any institution which performs the functions of a central bank, or any multilateral agency;

(i) except for the purposes of Schedule 5 to the Ordinance, any corporation which is -

(ii) a wholly owned subsidiary of -

(A) an intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong; or

(B) an authorised financial institution, or any bank which is not an authorised financial institution but is regulated under the law of any place outside Hong Kong;

(iii) a holding company which holds all the issued share capital of -

(A) an intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong; or

(B) an authorised financial institution, or any bank which is not an authorised financial institution but is regulated under the law of any place outside Hong Kong; or

(iv) any other wholly owned subsidiary of a holding company referred to in subparagraph (ii); or

(j) any person of a class which is prescribed by rules made under section 397 of the Ordinance for the purposes of this paragraph as within the meaning of this definition for the purposes of the provisions of the Ordinance, or to the extent that it is prescribed by rules so made as within the meaning of this definition for the purposes of any provision of the Ordinance;

For the purposes of paragraph (j) of the definition of "professional investor" in section 1 of Part 1 of Schedule 1 to the Ordinance, the following persons are prescribed as within the meaning of that definition for the purposes of any provision of the Ordinance other than Schedule 5 -

(a) any trust corporation having been entrusted under the trust or trusts of which it acts as a trustee with total assets of not less than $40 million or its equivalent in any foreign currency -

(i) as stated in the most recent audited financial statement prepared -

(A) in respect of the trust corporation; and

(B) within 16 months before the relevant date;

(ii) as ascertained by referring to one or more audited financial statements, each being the most recent audited financial statement, prepared -

(A) in respect of the trust or any of the trusts; and

(B) within 16 months before the relevant date; or

(iii) as ascertained by referring to one or more custodian statements issued to the trust corporation -

(A) in respect of the trust or any of the trusts; and

(B) within 12 months before the relevant date;

(b) any individual, either alone or with any of his associates on a joint account, having a portfolio of not less than $8 million or its equivalent in any foreign currency -

(i) as stated in a certificate issued by an auditor or a certified public accountant of the individual within 12 months before the relevant date; or (23 of 2004 s. 56)

(ii) as ascertained by referring to one or more custodian statements issued to the individual (either alone or with the associate) within 12 months before the relevant date;

(c) any corporation or partnership having -

(i) a portfolio of not less than $8 million or its equivalent in any foreign currency; or

(ii) total assets of not less than $40 million or its equivalent in any foreign currency,

as ascertained by referring to -

(iii) the most recent audited financial statement prepared -

(A) in respect of the corporation or partnership (as the case may be); and

(B) within 16 months before the relevant date; or

(iv) one or more custodian statements issued to the corporation or partnership (as the case may be) within 12 months before the relevant date; and

(d) any corporation the sole business of which is to hold investments and which is wholly owned by an individual who, either alone or with any of his associates on a joint account, falls within the description in paragraph (b).

 

Singapore

Under the Securities and Futures Act (Chapter 289) of Singapore (“SFA”) and as amended from time to time, an “Institutional Investor” means:

(i) the Government; 

(ii) a statutory board as may be prescribed by regulations made under section 341 of the SFA; 

(iii) an entity that is wholly and beneficially owned, whether directly or indirectly, by a central government of a country and whose principal activity is —

(A) to manage its own funds;

(B) to manage the funds of the central government of that country (which may include the reserves of that central government and any pension or provident fund of that country); or

(C) to manage the funds (which may include the reserves of that central government and any pension or provident fund of that country) of another entity that is wholly and beneficially owned, whether directly or indirectly, by the central government of that country; 

(iv) any entity —

(A) that is wholly and beneficially owned, whether directly or indirectly, by the central government of a country; and

(B) whose funds are managed by an entity mentioned in sub-paragraph (iii); 

(v) a central bank in a jurisdiction other than Singapore;

(vi) a central government in a country other than Singapore;

(vii) an agency (of a central government in a country other than Singapore) that is incorporated or established in a country other than Singapore;

(viii) a multilateral agency, international organisation or supranational agency as may be prescribed by regulations made under section 341 of the SFA;

(ix) a bank that is licensed under the Banking Act (Cap. 19);

(x) a merchant bank that is approved as a financial institution under section 28 of the Monetary Authority of Singapore Act (Cap. 186);

(xi) a finance company that is licensed under the Finance Companies Act (Cap. 108);

(xii) a company or co-operative society that is licensed under the Insurance Act (Cap. 142) to carry on insurance business in Singapore;

(xiii) a company licensed under the Trust Companies Act (Cap. 336);

(xiv) a holder of a capital markets services licence;

(xv) an approved exchange;

(xvi) a recognised market operator;

(xvii) an approved clearing house;

(xviii) a recognised clearing house;

(xix) a licensed trade repository;

(xx) a licensed foreign trade repository;

(xxi) an approved holding company;

(xxii) a Depository as defined in section 81SF; 

(xxiii) an entity or a trust formed or incorporated in a jurisdiction other than Singapore, which is regulated for the carrying on of any financial activity in that jurisdiction by a public authority of that jurisdiction that exercises a function that corresponds to a regulatory function of the Monetary Authority of Singapore under the SFA, the Banking Act (Cap. 19), the Finance Companies Act (Cap. 108), the Monetary Authority of Singapore Act (Cap. 186), the Insurance Act (Cap. 142), the Trust Companies Act (Cap. 336) or such other Act as may be prescribed by regulations made under section 341 of the SFA;

(xxiv) a pension fund, or collective investment scheme, whether constituted in Singapore or elsewhere;

(xxv) a person (other than an individual) who carries on the business of dealing in bonds with accredited investors or expert investors;

(xxvi) the trustee of such trust as the Monetary Authority of Singapore may prescribe, when acting in that capacity; or

(xxvii) such other person as the Monetary Authority of Singapore may prescribe.