Disclosure of Interests under the Securities and Futures Ordinance - Update

SCHEDULE 1

SUBSTANTIAL SHAREHOLDERS

INTERESTS DISCLOSEABLE ON COMMENCEMENT OF THE SFO

1. The largest group of persons required to make a new disclosure will be shareholders holding between 5% and 10% of the issued voting shares, where such shareholding has not been previously disclosed.
   
   
2. Holders of 5% or more will further be required to disclose a short position of 1% or more.
   
   
3. Persons with interests of 10% or more already disclosed under the previous regime will have a new disclosure obligation in respect of:
   
   

   1. a short position of 1% or more, or
      
      
   2. an interest in shares as a result of holding, writing or issuing cash settled derivatives.
      
      
4. Unissued Shares. Interests in unissued shares (eg. under subscription warrants and convertible bonds) not discloseable under the previous regime must be disclosed on commencement of the SFO (see paragraph 3 under Section A above).
   
   
5. New disclosure obligations may also result from some concert party agreements (see under 'Deemed Interests' above). Interests discloseable (but not disclosed) under the previous regime, should also be disclosed.
   
   
6. Founder of Discretionary Trust. The 'founder' of a discretionary trust has an interest which was not disclosed under the previous regime and will therefore be required to disclose that interest on commencement of the SFO.

Interests discloseable on the commencement of the SFO were required to be filed on or before 14 April 2003. The date of the 'relevant event' was to be stated as 1 April 2003.

SCHEDULE 2

EXAMPLES OF WHAT CONSTITUTES AN 'INTEREST' IN SHARES

1. If a person's name is listed in the register of members maintained by a listed company.



2. f the shares are held for a person by another person such as his stockbroker, a custodian, a trustee or a nominee (eg. in the Central Clearing and Settlement System ('CCASS') or with HKSCC Nominees Limited, the CCASS depository).



3. If a person is deemed by Part XV to be interested in the shares.



4. If a person enters into a contract (for example if he holds, writes or issues financial instruments including equity derivatives) that give him a right to shares, or to a payment in the event of a change in the price of shares.



5. If a person holds shares as security.



6. If a person is entitled to exercise rights attaching to the shares or control their exercise eg. voting rights.

ANNEXURE

FORM 3A

�C Director's/Chief Executive's Notice of Interests in Shares of a Listed Company

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