Schedule 3, Schedule 4 & Annexure – Disclosure of Interests under the Securities and Futures Ordinance (April 2003)

Schedule 3 – What Constitutes an Interest in Shares?

A person is taken to be interested in shares in any of the following situations:

1. The person’s name is listed in the register of members maintained by the listed company.
2. The shares are held for the person by another party, such as a stockbroker, custodian, trustee, or nominee (including shares held through CCASS or HKSCC Nominees Limited).
3. The person is deemed to be interested in the shares under Part XV of the SFO.
4. The person enters into a contract (including holding, writing, or issuing financial instruments or equity derivatives) that gives them a right to shares or to a payment based on a change in share price.
5. The person holds shares as security.
6. The person is entitled to exercise, or control the exercise of, any rights attached to the shares (e.g., voting rights).

Schedule 4 – Relevant Events for Directors and Chief Executives

Directors must disclose the following relevant events:

1. When they become interested in the shares or debentures of the listed company or any associated company.
2. When they cease to be interested in such shares or debentures.
3. When they enter into a contract to sell any such shares or debentures.
4. When they assign any rights granted to them by the listed company to subscribe for shares or debentures.
5. When an associated company grants them rights to subscribe for shares or debentures of that company, or when they exercise or assign such rights.
6. When the nature of their interest in the shares or debentures of the listed company or any associated company changes.
7. When they come to have, or cease to have, a short position in the shares of the listed company or any associated company.

Annexure

Form 3A
Director’s / Chief Executive’s Notice of Interests in Shares of a Listed Company