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Disclosure of interests under the Securities and Futures Ordinance

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Disclosure of interests under the Securities and Futures Ordinance

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13. INFORMATION TO BE DISCLOSED (SECTION 326)

The SFO requires the filing of structured notification forms to facilitate disclosure. Among the details to be disclosed by a substantial shareholder are the following:

  1. In the case of corporate substantial shareholders, the name and address of any person in accordance with whose directions it, or its directors are accustomed or obliged to act, except where it is listed in Hong Kong or on a specified stock exchange or is the wholly owned subsidiary of any such listed company.
  2. In the case of subsequent disclosures of long positions in shares disclosure is required of the highest price and average price per share paid or received in an on‑exchange transaction. In off‑exchange transactions the highest and average consideration per share and nature of the consideration must be disclosed. If no price or consideration has been paid or received, this should be stated. Transactions in equity derivatives do not require details of price or consideration.
  3. In the case of equity derivatives, details as to whether they are listed or unlisted, cash or physically settled, and details of the underlying shares.

14. TIMING OF NOTICE

Notices should be filed with the Stock Exchange and the relevant listed company at the same time or one immediately following the other (Section 324(2)).

15. FORMS TO BE USED

There are 6 separate forms to be used for notification of interests under the SFO. These are:

  • Form 1 – Individual Substantial Shareholder Notice
  • Form 2 – Corporate Substantial Shareholder Notice
  • Form 3A – Director’s/Chief Executive’s Notice of Interests in Shares of a Listed Company
  • Form 3B – Director’s/Chief Executive’s Notice of Interests in Shares of Associated Corporation
  • Form 3C – Director’s/Chief Executive’s Notice of Interests in Debentures of Listed Company
  • Form 3D – Director’s/Chief Executive’s Notice of Interests in Debentures of Associated Company

The forms and notes thereto can be downloaded in Chinese and English from the Hong Kong Exchange and Clearing Limited web‑site or the SFC website.

The forms can be printed out and completed manually. Alternatively they are available in Microsoft Excel format and can be completed offline using the Excel programme.

Directors who are also Substantial Shareholders must use Form 3A (annexed hereto) instead of Form 1 to disclose interests in shares of a listed company of which they are directors.

If an event gives rise to separate disclosure obligations in each capacity (as director and substantial shareholder), both obligations can be fulfilled by filing Form 3A. For example, if a person has a 5.9% interest in the shares of a listed company and acquires a further 0.2%, he must file a notice as a director (who must disclose all transactions) and as a substantial shareholder because his interest has crossed a percentage level.

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Posted on

2015-01-23