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
An application under section 309 of the Securities and Futures Ordinance for exemption from compliance with Part XV of the Securities and Futures Ordinance 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.
Application for Category 1, 3, 4 or 5 exemption from Part XV of the Securities and Futures Ordinance
An application in respect of Category 1, 4 or 5 exemption should be directed to the Corporate Finance Division of the SFC.
All applications must be made by mail and/or email.
The original application should be sent to:
Corporate Finance Division
Securities and Futures Commission
54/F, One Island East
18 Westlands Road, Quarry Bay
Hong Kong
E-mail: cfmailbox@sfc.hk
An application in respect of Category 3 exemption should be directed to the Investment Products Division of the SFC.
Application for Category 2 exemption from Part XV of the Securities and Futures Ordinance
Starting from 1 October 2020, all applications must be made through the e-Submission Services "WINGS”.
Application through the e-Submission Services “WINGS”
To learn more about how to submit an application through the e-Submission Services “WINGS”, including the procedures, demonstration video, user guide and frequently-asked questions, please refer to our circular published on 26 June 2020.
Application fee
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.
Application lapse period
A six-month application lapse period applies to all exemption applications made under section 309 of the Securities and Futures Ordinance with effect from 1 October 2017 as follows:
If six months have elapsed from the date of receipt of an exemption application by the SFC and the applicant has not provided all relevant information to the SFC, the application will lapse subject to the SFC’s right to grant an extension at its sole discretion. The application fee in respect of the lapsed application will not be refunded to the applicant.
Once an exemption application has lapsed, the applicant will need to make a new application if it wishes to apply for exemption for the same financial product, whereupon it will need to pay the application fee for the new application and repeat the application procedures.
For all existing exemption applications received by the SFC before 1 October 2017 in respect of which no exemption has been granted, the six-month application lapse period would be deemed to have commenced on 1 October 2017 and will be processed in the same way as exemption applications received by the SFC on or after 1 October 2017.
Applications for approval of corporations as approved lending agents
An application in respect of approval of corporations under section 8 of the Securities and Futures (Disclosure of Interests – Securities Borrowing and Lending) Rules as an approved lending agent should be directed to the Corporate Finance Division of 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.
The original application should be sent to:
Corporate Finance Division
Securities and Futures Commission
54/F, One Island East
18 Westlands Road, Quarry Bay
Hong Kong
E-mail: cfmailbox@sfc.hk
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.
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. (Updated3 July2017) |
| Forms for Notification of Place of Registers |
Other information
Last update: 10 Sep 2020