Disclosure of Interests under the
Securities and Futures Ordinance - Update
C. REGISTRATION OF THE INTERESTS AND SHORT POSITIONS
OF SUBSTANTIAL SHAREHOLDERS, CHIEF EXECUTIVES AND DIRECTORS
As under the previous legislation, listed companies are
required to maintain registers of interests and short positions
disclosed to them (Sections 336 and 352). These registers
may be the same as the registers required by the previous
legislation, adapted to include the additional information
required to be disclosed by Part XV. Details must be entered
on the register within 3 business days following the day
of receipt of information by the listed company and the
index must be updated within 10 business days of a name
being entered on the register. In addition, the register
must disclose details of any party holding shares pursuant
to a concert party agreement (see paragraph 9.5 above).
If the register is not kept at the company's registered
office, a listed company must inform the Registrar of Companies
of its whereabouts using the prescribed form of notice now
available on the SFC website. Directors and chief executives
who are also substantial shareholders will give notice of
their interests using Form 3A. The information given in
these notices must be registered on both the register of
interests and short positions of directors and chief executives
and also the register of interests of substantial shareholders.
In addition, under Section 352(3) a listed company is required
to record certain information when it grants to a director
or chief executive a right to subscribe for shares or debentures
of the company. The information required to be recorded
against the person's name is as follows: the date on which
the right is granted; the period during which, or the time
at which, it is exercisable; the consideration for the grant
(or if none, that fact); and a description of the shares
or debentures involved, the number of shares or the amount
of debentures and the price to be paid (or consideration
to be given, if not in money). When any such right is exercised
by a director or chief executive, the listed company is
required to record specified information about that exercise
in the register (Section 352(4)). The time limit for recording
information relating to the grant and exercise of such rights
is 3 business days from the date the obligation to record
arises.
Further, under Section 352(4) when any
such right is exercised by a director or chief executive,
the listed company must record the following information
against his name in the register:
- the fact of the exercise (identifying the right);
- the number of shares or amount of debentures in respect
of which it has been exercised; and
- if -
- they were registered in his name, that fact;
or
- they were not registered in his name, the name
or names in which they were registered and the number
of shares or amount of debentures registered in
each name, if applicable.
The time limits for the listed company
to record the above information in the register are 3 business
days after the date of the grant of the right to subscribe
for shares or debentures and 3 business days after the exercise
of any such right.
