- (a) where the question or matter which is to be determined by a poll at any general meeting of the licensee is the creation of different classes of shares in the licensee; or
- (b) where the share capital of the licensee is for the time being divided into different classes of shares, to the variation, including abrogation, of any special rights attaching to any such classes of shares.
(3) The Broadcasting Authority may at any time before, at or during a general meeting of a licensee, direct the licensee orally or by notice in writing to conduct a poll upon any resolution and, where such a direction is given, the licensee shall comply with it.
20. 2% to 10% control limits by unqualified voting controller subject to approval of Broadcasting Authority
(1) An unqualified voting controller shall not, without the prior approval in writing of the Broadcasting Authority—
- (a) hold;
- (b) acquire; or
- (c) exercise or cause or permit to be exercised,
2% or more but less than 6%, or 6% or more but not more than 10%, or more than 10%, in the aggregate, of the total voting control of a licensee.
(2) If an unqualified voting controller holds more than 10%, in the aggregate, of the total voting control of a licensee in contravention of subsection (1)(a), notwithstanding anything contained in the memorandum or articles of association of the licensee or any provision of the laws of Hong Kong apart from this section, he shall not exercise or cause or permit to be exercised, in relation to any question or matter arising at a general meeting of the licensee, voting rights exceeding, in the aggregate, 10% of the total voting control of the licensee.
(3) The Broadcasting Authority may, in respect of any unqualified voting controller who is in contravention of subsection (1), by notice in writing served on him, give such directions as appear to it to be required to effect a cesser of the contravention.
(4) A notice under subsection (3) shall specify—
- (a) the directions given under subsection (3); and
- (b) a period within which the directions are to be complied with.
(5) Nothing in this section shall be construed as restricting or otherwise affecting the power of a person to transfer a voting share.
21. Restriction on unqualified voting controllers acting in association with other voting controllers
(1) Where a person being—
- (a) a qualified voting controller; or
- (b) an unqualified voting controller,
holds or acquires voting control of the voting shares of a licensee as an associate of an unqualified voting controller and it appears to the Broadcasting Authority that a purpose of the holding or acquisition is to avoid a restriction imposed on an unqualified voting controller under this Part, then the Broadcasting Authority may, by notice in writing served on any voting controller whom it believes to be a party to the holding or acquisition, give directions to the voting controller which appear to the Broadcasting Authority to be necessary to—
- (i) effect a cesser of the holding or acquisition; and
- (ii) ensure compliance with the restriction.
(2) A notice under subsection (1) shall specify—
- (a) where the directions are given for the purpose of subsection (1)(i), those directions;
- (b) where the directions are given for the purpose of subsection (1)(ii), those directions and the restriction required to be complied with; and
- (c) the period within which the directions are required to be complied with.
(3) Nothing in this section shall be construed as restricting or otherwise affecting a person’s power to transfer a voting share.
