Securities and Futures Ordinance Part XV - Disclosure of Interests
The overriding objective of Part XV of the Securities and Futures Ordinance is to enable those investing in listed corporations to obtain relevant information on a timely basis so they can make informed investment decisions.
The regime thus formulated under Part XV also enables investors to identify:
- the persons who control, or are in a position to control, interests in shares in listed corporations, and
- those who may benefit from transactions involving associated corporations of listed corporations.
It requires corporate insiders to give notice to both The Stock Exchange of Hong Kong Ltd and the listed corporation concerned on the occurrence of certain events:
- Substantial shareholders - individuals and corporations who are interested in 5% or more of any class of voting shares in a listed corporation, must disclose their interests, and short positions, in voting shares of the listed corporation; and
- Directors and chief executives of a listed corporation must disclose their interests, and short positions, in any shares in a listed corporation (or any of its associated corporations) and their interests in any debentures of the listed corporation (or any of its associated corporations).
Hong Kong Exchanges and Clearing Ltd (HKEx), the holding company of SEHK, operates electronic filing systems for the submission of completed DI forms and publishes the disclosure information filed with it on the HKEx website under the Shareholdings Disclosure.
Applications for exemption from Part XV of the Securities and Futures Ordinance
Applications for approval of corporations as approved lending agents
An application under section 309 of the Securities and Futures Ordinance for exemption from compliance with Part XV of the Securities and Futures Ordinance or an application for approval of corporation under section 8 of the Securities and Futures (Disclosure of Interests – Securities Borrowing and Lending) Rules as an approved lending agent must be made in writing to the SFC.
The application should include all relevant facts and information having regard to the relevant guidelines published by the SFC from time to time. The SFC may request additional information or make such enquiries as it considers appropriate when considering any application.
A crossed cheque in the amount of HK$24,000 or such amount as prescribed by the Securities and Futures (Fees) Rules made payable to the SFC should be enclosed with the application.
The original application should be sent to:
Corporate Finance Division
Securities and Futures Commission
35/F, Cheung Kong Center
2 Queen’s Road Central
Guidelines on Disclosure of Interests:
Forms and Notices
|Forms and Notes for Filing Disclosure of Interest Notices – Prescribed Forms required to be used when giving notice pursuant to sections 324 and 347 of Part XV of the Securities and Futures Ordinance.Each Form must be completed in accordance with the directions and instructions in the Notes to the Form. The relevant set of Notes should also be downloaded. (Revised 28 March 2003)|
|Forms for Notification of Place of Registers|
|Exemptions granted under section 309(2)|
|List of approved lending agents|
|Notice of Recognized Places|
|Information on the SFC's policy regarding investigation of cases involving suspected breach of the Disclosure of Interests provisions in Part XV of the Securities and Futures Ordinance|
|Consultation Paper on the Proposed Amendments to the Guidelines for the Exemption of Listed Corporations from Part XV of the Securities and Futures Ordinance (Disclosure of Interests) (May 2008)|
|Consultation Conclusions on the Proposed Amendments to the Guidelines for the Exemption of Listed Corporations from Part XV of the Securities and Futures Ordinance (Disclosure of Interests) (Oct 2008)|
|Disclosure of Interests(HKEx’s website)
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