Disclosure of Interests under the
Securities and Futures Ordinance - Update
D. INVESTIGATIONS OF SHAREHOLDERS BY A LISTED COMPANY
Under Section 329 a listed company has the power to investigate
the identity of holders of interests and short positions
in its shares and also the ownership of equity derivatives
where the underlying shares of such derivatives are shares
in that listed company. As under the previous legislation,
a listed company may be required to exercise its powers
of investigation on the request of members.
The listed company is then under a duty to inform the Stock
Exchange, the SFC and, in the case of authorised financial
institutions only, the Hong Kong Monetary Authority of any
information received. This notification must be given before
the end of the business day after the day on which the duty
arises. The listed company must prepare a report of the
information received pursuant to any such investigation
and make that report available at its registered office
within 10 business days of the end of the investigation
and must deliver a copy of the report to the SFC and the
Stock Exchange. Information received following an investigation
must also be recorded in its register of interests and short
positions.
Offences (Section 334)
It is an offence for anyone to fail, without reasonable
excuse, to comply with an investigation made by a listed
company or to make a false or misleading statement in response
to such investigation.
Further, a listed company and every officer who is in default
commits an offence if they fail to prepare a report and
deliver it to the SFC and the Stock Exchange within the
specified periods.
Please note that this summary is for general information
purposes only. Specific legal advice should be sought in
relation to any particular situation.
