| public | (a) | in relation to a corporation, means all persons or members of the public but excludes - |
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| | | (i) | directors of an applicant or a listed issuer and its subsidiaries; |
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| | | (ii) | substantial shareholders of an applicant or a listed issuer except where such a shareholder fulfils all the following requirements in which case such shareholder may be included as a "public" shareholder: |
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| | | | (aa) | such shareholder's interest, directly or indirectly is not more than 15% of the total number of shares of the applicant or listed issuer; |
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| | | | (bb) | such shareholder is not a promoter of the applicant or listed issuer; and |
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| | | | (cc) | such shareholder is either - |
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| | | | | (A) | a statutory institution who is managing funds belonging to contributors or investors who are members of the public; or FAQ 1.4(i) |
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| | | | | (B) | an entity established as a collective investment scheme, such as closed-end funds, unit trusts or investment funds (but excluding investment holding companies); FAQ 1.4(i), FAQ 1.4(ii) |
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| | | (iii) | associates of directors or substantial shareholders of an applicant or a listed issuer; |
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| | (b) | in relation to a closed-end fund, has the same meaning as the definition of "public" in relation to a corporation but excludes - |
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| | | (i) | Managers of the closed-end fund; |
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| | | (ii) | directors of the Managers; |
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| | | (iii) | substantial shareholders of the Managers; and |
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| | | (iv) | associates of the directors or substantial shareholders of the Managers; |
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| | (c) | in relation to a collective investment scheme (other than a business trust), means all persons or members of the public but excludes - |
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| | | (i) | directors and substantial shareholders of the management company; |
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| | | (ii) | substantial unit holders of a collective investment scheme except where such a unit holder fulfils all the requirements set out in subparagraph (a)(ii) above as if the unit holder were the shareholder referred in sub- paragraph (a)(ii), in which case such unit holder may be included as a "public" unit holder; |
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| | | (iii) | trustee of a collective investment scheme; and |
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| | | (iv) | associates of the directors of the management company or substantial unit holders of a collective investment scheme. |
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| | (d) | in relation to the voting securities of a SPAC, means all personsor members of the public but excludes – |
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| | | (i) | directors of the SPAC; |
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| | | (ii) | substantial voting securities holders of a SPAC except where such a voting securities holder fulfils all the requirements set out in subparagraph (a)(ii) above as if the voting securities holder were the shareholder referred in sub-paragraph (a)(ii), in which case such voting securities holder may be included as a "public" voting securities holder; and |
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| | | (iii) | associates of directors or substantial voting securities holders of the SPAC; and |
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| | (e) | in relation to a business trust, means all persons or members of the public but excludes – FAQ 1.5(ii) |
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| | | (i) | trustee-manager; |
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| | | (ii) | directors and substantial shareholders of the trustee-manager; |
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| | | (iii) | subsidiary entity as defined in the SC's Business Trust Guidelines; FAQ 1.5(i) |
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| | | (iv) | directors or persons performing similar functions as directors of a corporation, of the subsidiary entity; |
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| | | (v) | substantial unit holders of a business trust except where such a unit holder fulfils all the requirements set out in subparagraph (a)(ii) above as if the unit holder were the shareholder referred in sub-paragraph (a)(ii), in which case such unit holder may be included as a "public" unit holder; and |
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| | | (vi) | associates of the persons referred to in sub-paragraphs (e)(i) to (v) above. |
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| | For the avoidance of doubt, a "public" shareholder or unit holder also excludes a person who holds or acquires securities through artificial means. This includes, for example, giving away free securities or securities as gifts or providing financial assistance or loans to acquire securities to nominees of the directors, substantial shareholders or substantial unit holders. FAQ 1.4(iii) |