‘junior mining company’ means any company that is solely carrying on a trade of mining exploration or production which is either an unlisted company as defined in section 41 or listed on the alternative exchange division of the JSE Limited;

‘qualifying company’ means any company if –

(a)     that company is a resident;

(b)     the company is not a controlled group company in relation to a group of companies of which a venture capital company to which that company has issued any share forms part from the date of issue of any such share and at any time during any year of assessment after that date;

[Paragraph (b) substituted by section 38(1)(c) of Act 24 of 2011, by section 29(1)(a) of Act 23 of 2018 and by section 17(1)(a) of Act 34 of 2019]

(c)     the tax affairs of the company are in order and the company has complied with all the relevant provisions of the laws administered by the Commissioner;

(d)     the company is an unlisted company as defined in section 41 or a junior mining company;

(e)     the company is not carrying on any impermissible trade;

[Paragraph (e) substituted by section 25 of Act 17 of 2009 and amended by section 29 of Act 23 of 2018 effective on 1 January 2019 and applies in respect of participation rights acquired on or after that date]

(f)     during any year of assessment of that company that ends after the expiry of a period of 36 months commencing on the first date on which that company issued any share to a venture capital company-

(i)      the sum of the investment income, as defined in section 12E(4)(c), derived by that company does not exceed an amount equal to 20 per cent of the gross income of that company for that year; and

(ii)     not more than 50 per cent of the aggregate amount received by or that accrued to that company from the carrying on of any trade was derived, directly or indirectly, from a person-

(aa)    who holds a share in that venture capital company; or

(bb)   who is a connected person in relation to a person referred to in item (aa);

[Paragraph (f) substituted  by section 25 of Act 17 of 2009 and section 29 of Act 23 of 2018 effective on 24 October 2018]

(g)     no person who holds a share in a venture capital company to which that company has issued any share holds, directly or indirectly and whether alone or together with any connected person in relation to that person, more than 50 per cent of the participation rights, as defined in section 9D(1), or of the voting rights in that company; and

[Paragraph (g) deleted by section 25 of Act 17 of 2009 and re-inserted by section 29 of Act 23 of 2018 effective on 1 January 2019 and applies in respect of participation rights acquired on or after that date]

(h)     that company does not carry on any trade in relation to a venture, business or undertaking or part thereof that was acquired by that company, directly or indirectly, from a person-

(i)      who holds a share in a venture capital company to which that company has issued any share; or

(ii)     who is a connected person in relation to a person referred to in subparagraph (i);

[Paragraph (h) inserted by section 29 of Act 23 of 2018 effective on 1 January 2019, applies in respect of any trade carried on which commenced on or after that date]

“qualifying share” means an equity share held by a venture capital company which is issued to that company by a qualifying company, and does not include any share which-

(b)     would have constituted a hybrid equity instrument, as defined in section 8E(1), but for the three-year period requirement contemplated in paragraph (b)(i) of the definition of “hybrid equity instrument” in that section; or

[Paragraph (b) substituted by section 29 of Act 23 of 2018 effective on 1 January 2019 applies in respect of years of assessment commencing on or after that date]

(c)     constitutes a third-party backed share as defined in section 8EA(1);

“venture capital company” means a company that has been approved by the Commissioner in terms of subsection (5) and in respect of which such approval has not been withdrawn in terms of subsection (3A), (3B), (6) or (6A);

[Definition of “venture capital company” substituted by section 25 of Act 17 of 2009, amended by section 38 of Act 24 of 2011 and substituted by section 29 of Act 23 of 2018 effective on 1 January 2019, applies in respect of years of assessment commencing on or after that date]