Information required to be given
The SFO
removes the previous requirement for substantial
shareholders to disclose particulars of registered
shareholders and changes in those particulars. Instead, it
introduces more 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.
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. The
previous requirement for notice to be given to the Stock
Exchange first has been removed.
Forms to be used
There are 6 separate forms to be used for
notification of interests under the SFO. These are:
Form 1 每 Individual Substantial Shareholder Notice
Form 2 每 Corporate Substantial Shareholder Notice
Form 3A 每 Director's/Chief Executive's Notice of
Interests in Shares of a Listed Company
Form 3B 每
Director's/Chief Executive's Notice of Interests in Shares
of Associated Corporation
Form 3C 每 Director's/Chief
Executive's Notice of Interests in Debentures of Listed
Company
Form 3D 每 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.
Penalties for failure to disclose
Failure to make disclosure within the time limits
required by the SFO or the making of a statement which is
false or misleading in any material particular constitutes a
criminal offence carrying a maximum fine of $100,000 or
maximum prison sentence of 2 years for each offence. Members
and officers of a company can also be personally liable for
the offences of a company. The Financial Secretary may
further impose restrictions on the transfer of the shares of
any person convicted of an offence.
Please note
that this summary is for general information purposes only.
Specific legal advice should be sought when appropriate.
