Glossary

Amount of debentures

bought/sold/involved                          the amount of debentures concerned in the transaction that triggered the filing obligation of the DI Notice (excluding Form 4).

Associated Corporation                        refers to:
(i)  a subsidiary, or holding company, of the listed corporation;

(ii) a subsidiary of the listed corporation’s holding company (e.g. a fellow subsidiary); or

(iii) a corporation in which the listed corporation holds one-fifth or more of the issued shares of the number of any class of its share capital.

Class of Shares                                      description of the class of securities in which the shareholder is interested.

Controlled corporation                          refers to a corporation which has an interest in shares of a listed corporation (direct or indirect) and:

(i) where a Substantial Shareholder or director/chief executive control, directly or indirectly, one-third or more of the voting power at general meetings of the corporation, or

(ii) where the corporation or its directors are accustomed or obliged to act in accordance with the directions or instructions of a Substantial Shareholder or director/chief executive.

Date of relevant event                           the date on which a director/chief executive or Substantial Shareholder of the listed corporation executed the transaction that triggered the filing obligation of the DI Notice (excluding Form 4).

Debentures                                             includes debenture stock, bonds, and other debt securities of a corporation whether constituting a charge on the assets of the corporation or not.

DI                                                              disclosure of interests.

DI Notices                                                disclosure of interests notices (i.e. Form 1, Form 2, Form 3A, Form 3B, Form 3C, Form 3D and Form 4)

Disclosure of Interests Online             the Internet based electronic filing and form downloading system operated by HKEX as approved by the SFC for (a) submitting the completed DI Form(s) together with any relevant attachments by a User to the Exchange in accordance with Part XV of the SFO; and (b) downloading the DI Form(s) filed with the Exchange by a listed corporation.

Form 1                                                      Individual Substantial Shareholder Notice Form, for use by an individual disclosing a Notifiable Interest in a listed corporation under Part XV of the SFO who is not a director or chief executive of the listed corporation.

Form 2                                                      Corporate Substantial Shareholder Notice Form, for use by a corporation disclosing a Notifiable Interest in a listed corporation under Part XV of the SFO.

Form 3A                                                   Director / Chief Executive Notice Form for notification of interests in shares of listed corporation, for use by a director or chief executive disclosing an interest in shares of a listed corporation of which he/she/it is a director or chief executive under Part XV of the SFO.

Form 3B                                                   Director / Chief Executive Notice Form for notification of interests in shares of an Associated Corporation of a listed corporation, for use by a director or chief executive disclosing an interest in shares of an Associated Corporation of a listed corporation of which he/she/it is a director or chief executive under Part XV of the SFO.

Form 3C                                                   Director / Chief Executive Notice Form for notification of interests in debentures of listed corporation, for use by a director or chief executive disclosing an interest in debentures of a listed corporation of which he/she/it is a director or chief executive under Part XV of the SFO.

Form 3D                                                   Director / Chief Executive Notice Form for notification of interests in debentures of an Associated Corporation of a listed corporation, for use by a director or chief executive disclosing an interest in debentures of an Associated Corporation of a listed corporation of which he/she/it is a director or chief executive under Part XV of the SFO.

Form 4                                                      Listed Corporation Notice Form for notification of findings of investigation reports, for use by a listed corporation disclosing information received under section 329 of the SFO.

Lending Pool                                          shares of a listed corporation that are held by a lending agent on behalf of its clients that are available for lending. Corporations (generally custodians) approved by the Commission (i.e. Approved Lending Agents, “ALAs”) will be subject to a simplified disclosure regime under which they do not have to disclose details of shares lent from or returned to the lending pool.  They are merely required to disclose changes in the percentage level of their lending pools.  The simplified disclosure regime for ALAs was extended to cover the holding companies of ALAs that are taken to be interested in shares in which an ALA is interested.

Name of listed corporation                  name of the corporation in which its interests (or its Associated Corporation’s interests) are the subject of the DI Forms.

Long Position                                         refers to the case where a person has an interest in shares, or holds, writes or issues derivatives under which for example:

(i)  he/she/it has a right to take the underlying shares;

(ii) he/she/it is under an obligation to take the underlying shares;

(iii) he/she/it has a right to receive from another person an amount if the price of the underlying shares is above a certain level;

(iv) he/she/it is under an obligation to pay another person an amount if the price of the underlying shares is below a certain level; or

                                                                  (v) he/she/it has any rights or obligations referred to in (i) to (iv) above embedded in a contract or instruments. 

Notifiable Interests                                 an interest of 5% or more of the voting shares in a listed corporation (referred to in all DI Notices and search results as “shares”).

Number of shares bought/

sold/ involved                                     the number of shares concerned in the transaction that triggered the filing obligation of the DI Notice (excluding Form 4).

Number of shares interested               the number of shares in which the party making the disclosure is interested and/or deemed to be interested and they are expressed in terms of Long Position (L), Short Position (S) or Lending Pool (P).

On-Exchange Transaction                   an acquisition or disposal transaction taking place in the ordinary course of trading on a recognized exchange company.

Off-Exchange Transaction                   an acquisition or disposal transaction NOT taking place in the ordinary course of trading on a recognized exchange company.

Percentage of issued voting shares   the total number of shares in which the party making the disclosure is interested as a percentage of the number of shares of the listed corporation in issue.

Present Balance                                    present number of shares in which the party making the disclosure is interested and/or deemed to be interested.  The previous balance is also expressed in “Percentage of issued voting shares.”

Previous Balance                                  previous number of shares in which the party making the disclosure was interested and/or deemed to be interested.  The previous balance is also expressed in “Percentage of issued voting shares.”

Reason for disclosure                           event or reason that triggered the filing obligation of the DI Notice (excluding Form 4).

Relevant Event                                       refers to the event upon occurrence of which a Substantial Shareholder or director/chief executive is required to give notification of interests in shares/debentures in a listed corporation (or an Associated Corporation of a listed corporation) and Short Position in shares of a listed corporation.

Typical relevant events include:

For Substantial Shareholders

(i)      When a Substantial Shareholder first becomes interested in 5% or more of the shares of a listed corporation (i.e. when he/she/it first acquires a Notifiable Interest).

(ii)     When the interest of a Substantial Shareholder drops below 5% (i.e. he/she/it ceases to have a Notifiable Interest).

(iii)    When there is an increase or decrease in the percentage figure of the interest in shares of a Substantial Shareholder that results in his/her/its interest crossing over a whole percentage number which is above 5% (e.g. his/her interest increases from 6.8% to 7.1% - crossing over 7% or it decreases from 8.1% to 7.8% crossing over 8%).

(iv)    When a Substantial Shareholder has a Notifiable Interest and the nature of his/her/its interest in the shares changes (e.g. on exercise of an option) and the percentage level of his/her/its interest that has not changed is not the same as the percentage level of his/her/its interest at the last notification.

(v)     When a Substantial Shareholder has a Notifiable Interest and he/she/it comes to have, or ceases to have, a short position of more than 1% (e.g. he/she/it is already interested in 6.8% of the shares of a listed corporation and takes a short position of 1.9%).

(vi)    When a Substantial Shareholder has a Notifiable Interest and there is an increase or decrease in the percentage figure of his/her/its short position that results in his/her/its short position crossing over a whole percentage number which is above 1%. (e.g. he/her/its is already interested in 6.8% of the shares of a listed corporation and increases his/her/its short position from 1.9% to 2.1% or decreases from 6.2% to 5.8%).

(vii)   If a Substantial Shareholder has an interest in 5% or more of the shares of a corporation that is being listed, shares of a class that is being listed, or shares of a class which are being given full voting rights.

(viii)  If the 5% threshold is reduced or the 1 % threshold for short positions is reduced.

For Directors / Chief Executives

                                                                  [Note: References to “director” in this section refers both to directors and chief executives.]

(i)      When a director becomes interested in the shares (or debentures) of the listed corporation (or its Associated Corporation).

(ii)     When a director ceases to be interested in such shares (or debentures).

(iii)    When a director enters into a contract to sell any such shares (or debentures).

                                                                  (iv)    When the nature of a director’s interest in such shares (or debentures) changes (e.g. on exercise of an option).

(v)     When a director assigns any right granted to him/her/it by the listed corporation (or its Associated Corporation) to subscribe for such shares (or debentures).

                                                                  (vi)    When an Associated Corporation grants the director a right to subscribe for shares (or debentures) of the Associated Corporation.

(vii)   When a director comes to have, or ceases to have, a short position in the shares of a listed corporation (or its Associated Corporation).

(viii)  If a director has an interest, or a short position, in shares of a listed corporation (or its Associated Corporation) at the time when the corporation becomes a listed corporation.

                                                                  (ix)    If the director has an interest in debentures of a listed corporation (or its Associated Corporation) at a time when the corporation becomes a listed corporation.

(x)     If a person has an interest, or a short position, in shares of a listed corporation (or its Associated Corporation), or an interest in debentures of a listed corporation (or its Association Corporation) when he/she becomes a director or chief executive of that corporation.

SFO                                                          Securities and Futures Ordinance (Cap.571)

Short Position                                         refers to the case where a person borrows shares under a securities borrowing and lending agreement, or if he/she/it holds, writes or issues derivatives under which for example:

(i)  he/she/it has a right to require another person to take the underlying shares;

(ii) he/she/it is under an obligation to deliver the underlying shares;

(iii) he/she/it has a right to receive from another person an amount if the price of the underlying shares is below a certain level;

(iv) he/she/it has an obligation to pay another person an amount if the price of the underlying shares is above a certain level; or

                                                                  (v) he/she/it has any of the rights or obligations referred to in (i) to (iv) embedded in a contract or instrument.

Substantial Shareholder                      a person or a corporation with a Notifiable Interest.