FORM 2
– CORPORATE SUBSTANTIAL
SHAREHOLDER NOTICE
General Notes
1.
This
Form 2 is for use by a corporation disclosing a notifiable interest in a Hong Kong listed corporation under Part XV of the Securities and Futures Ordinance (Cap.571) (“SFO”). You must complete the notice in accordance with the directions and instructions in these Notes and then file the notice with The Stock Exchange of Hong Kong Limited (“SEHK”).
2.
Use :
Form 1 if you are an individual with an interest of 5% or more of the voting shares of a listed corporation
making a disclosure (and are not a director or chief executive
of the listed corporation).
Form 3A if you are notifying interests in shares of the listed
corporation of which you are a director or chief executive.
Form 3B if you are notifying interests
in shares of any associated corporation of the listed corporation of which you are a director or chief executive.
Form 3C if you are notifying interests in debentures
of the listed corporation
of which you are a director or chief executive.
Form 3D if you are notifying interests in debentures of any associated corporation of the listed corporation of which you are a director or chief executive.
Form 4 if you are
a listed corporation that is required by section 330(1) or 333(1) of the SFO to
notify the SEHK of information received in pursuance of a requirement imposed
by the listed corporation under section 329 of the SFO, or to deliver a report
prepared under section 332 of the SFO to the SEHK.
3.
Please use separate forms to disclose your interest if you are interested in (i) more
than one class of
voting shares of the listed corporation,
or shares
or debentures of a listed corporation of which you are a director
or chief executive, and
shares or debentures of an associated corporation of such listed corporation;
or (ii) shares or debentures of more than one associated corporation of a
listed corporation of which you are a director or chief executive. Chinese versions of these forms are also available.
Meaning of “notifiable interest”, “shares”, “substantial shareholder” and “you” in these Notes
4.
A “notifiable interest” is an interest of 5% or more of the voting shares of a Hong Kong listed corporation
(in Form 2 and these Notes shortened to “shares”).
Form 2 and these Notes use the term “substantial shareholder” to describe a person with a notifiable interest. In these Notes the word “you” refers to the corporation that is the substantial shareholder.
“Relevant event” and “Initial Notification”
5.
You must give notification of interests in shares of a listed
corporation, and any “short position” (explained in General
Note 12 below) on the occurrence of certain events - called “relevant events” (see section 308 of the SFO). Relevant events include :
(i)
When you first become interested in 5% or more of the shares of a listed corporation (i.e. when you first acquire a notifiable interest).
(ii)
When your interest
drops below 5% (i.e. you cease to have a notifiable interest).
(iii)
When
there is an increase or decrease
in the percentage figure of your holding
that results in your interest crossing over a whole percentage number which is above 5% (e.g. your 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 you have a notifiable interest
and the nature of your interest
in the shares changes (e.g.
on exercise of an option) (see further below).
(v)
When you have a notifiable interest and you come to have, or cease
to have, a short position of more than 1% (e.g. you are already
interested in 6.8% of the shares of
a listed corporation and write,
issue or become the holder of an equity derivative under which you have a short position of 1.9%).
(vi)
When
you have a notifiable interest
and there is an increase or decrease in the percentage
figure of your short position that results in your short position crossing
over a whole percentage number which is above 1% (e.g. you are already interested in 6.8% of the shares of a listed corporation and increase your short position from 1.9% to 2.1%).
(vii)
If you have 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 (and you have a
notifiable interest immediately after the reduction) or the 1 % threshold for short positions is reduced (and you have a notifiable interest and a short
position that is notifiable immediately after the reduction).
A notification of relevant events
(vii) and (viii) is described
in Form 2 and these Notes as an “Initial
Notification”.
Relevant event (iv) may not always give rise to a duty to give a notification. The change in the nature of your interest is not
required to be reported if the percentage level (see General Note 7) of your
interest that has not changed, and the percentage level of your interest
at the last notification given by you are both the same. For example, if you have an interest in 5.6%
of the shares of a listed corporation and lend 0.5% the percentage level of
your interest that has not changed is 5.0% (i.e. 5.6% less 0.5% equals a
percentage figure of 5.1% which is then rounded down to a percentage level of
5.0%) and no notification need be made.
However, if you have an interest in 5.6% of the shares of a listed
corporation and lend 1.0% the percentage level of your interest that has not
changed is 4.0% (i.e. a percentage figure of
4.6% rounded down
to a percentage level of
4.0%) and a notification must be made.
Timing of notification
6.
In
the case of events (i) to (vi) in
General Note 5, you must give the notification
within 3 business days of the day you became aware of the relevant
event. The term “business day” means a day other than a Saturday, a public holiday and a day on which a black rainstorm warning, or a gale warning, is in force. The period is calculated excluding the day that the relevant event occurred.
For
an Initial Notification, you must normally
give the notification on this Form 2 within 10 business days after the relevant event.
However, if at that date you were not aware that you had a notifiable interest, or a short position, then you must give the notification
within 10 business days of the day you became aware that you had such an interest or short position.
The period allowed for filing a notice runs from the time you know of the facts that constitute the event (e.g. the purchase of the shares, the delivery of the shares, the buy back of shares by the listed corporation), not the day that you realize that the event gave rise to a duty of disclosure under Part XV of the SFO.
Working out the percentage figure of your interest
7.
In
Boxes 18 and 19 of Form 2 you are asked to state the percentage
figure of your interest
in shares of the listed corporation. To work this out you express the total number of shares in which you are interested as a percentage of the number of shares of the listed
corporation, of the same class, in issue (i.e. the number in Box 6). Round this figure to two decimal places. To work out the percentage level of your interest you simply
round down the percentage
figure of your interest
to the next whole number.
8.
In
calculating the total number
of shares in which you are interested
you must include
all joint interests
(see
Specific Note to Box 23 below), interests
through equity derivatives
(see General Note 10 below) and any such interests
in shares of the same listed corporation that any of the following persons and trusts have :
(i)
A corporation which you control (a corporation is a “controlled corporation” if you control, directly or indirectly, one-third or more of the voting power at general meetings of the corporation, or if the corporation or its directors are accustomed to act in accordance with your directions) (see Specific Notes to Box 22);
(ii)
A trust, if you are a trustee of the trust (other than a trust where you are a bare trustee i.e. where you have no powers
or duties except to transfer
the
shares according to the directions of the beneficial owner) (see
Specific Notes to Box 24);
(iii)
A discretionary trust, if you are the “founder” of the trust (e.g. you had the trust set up or put assets into it), and can influence how the trustee
exercises his discretion (see Specific
Notes to Box 24);
(iv)
A trust of which you are a beneficiary (discretionary interests
may be ignored); or
(v)
All
persons who have agreed to act in concert to acquire interests in shares in the listed corporation, if you are a party to the agreement (see Specific
Notes to Box 25).
9.
You must also count as your short position any short positions that the persons and trusts mentioned in General Note 8 have. This may create a short position (if you do not have a short position
already) or increase
the size of your short position.
10.
In
calculating the percentage figure of your interest in shares you must add together
both
direct and indirect
interests. You must not net off long positions and short positions but must disclose
them separately. Indirect interests include interests
in shares underlying “equity derivatives”.
Equity derivatives include instruments such as options, warrants,
stock futures and are referred to in these Notes as “derivatives”. “Underlying shares” are the shares
that may be required to be delivered to you, or by you, under the derivatives,
and include the shares used to determine the price or value of the derivatives (e.g. in the case of an issue of “European Style Cash Settled
Call Warrants 2001-2002 relating
to ordinary shares of HK$10.00 each in XYZ Ltd. issued by ABC Investment Bank” the “underlying shares” are ordinary shares of HK$10.00 each in XYZ Ltd.).
“Long positions” and “short positions”
11.
You have a “long position”
if you have an interest in shares, including interests through
holding, writing or issuing financial instruments (including derivatives) under which, for example :
(i)
you have a right to take the underlying shares;
(ii)
you are under an obligation to take the underlying shares;
(iii)
you have a right to receive from
another person an amount if the price of the underlying shares is above a
certain level;
(iv)
you are under
an obligation to pay another person an amount if the price of the underlying
shares is below a certain level; or
(v)
you have any of the rights or
obligations referred to in (i) to (iv) above embedded in a contract or
instrument.
12.
You have a “short position” if you borrow shares under a securities borrowing and lending agreement, or if you hold, write or issue financial
instruments (including derivatives)
under which, for example:
(i)
you have a right to require another person to take the underlying shares;
(ii)
you are under an obligation to deliver the underlying shares;
(iii)
you have a right to receive from another person an amount if the price of the
underlying shares is below a certain level;
(iv)
you have an obligation to pay another person an amount if
the price of the underlying shares is above a certain level; or
(v)
you have any of the rights or
obligations referred to in (i) to (iv) embedded in a contract or instrument.
13.
The number of shares in which you are taken to be
interested, or to have a short position, through derivatives is:
(i)
the number of
shares that may have to be delivered to you, or by you, on the exercise of
rights under the derivatives;
(ii)
the number of
shares by reference to which the amount payable under the derivatives is
derived or determined; or
(iii)
(in the case of
stock futures contracts) the contract multiplier
times the number of contracts you hold.
If any party to a derivative can choose whether to settle in cash or by delivery
then
use (i) to work out the number of shares in which you are interested. If it is not possible to determine precisely
the
number of shares in which you are taken to be interested (or have a short position)
at the date when you first
acquire
an interest in the underlying shares
through an equity derivative then you should
still file a notice if the number of shares in which you are
interested may exceed 5% or more of the issued shares of the listed corporation
concerned.
For example,
if the number of shares that you will receive under an equity derivative is determined
by the price of the shares on a given date in the future (and there is a
minimum number that you are bound to get) then if that minimum number (together
with any other shares in which you are interested) exceeds 5% or more of the
issued shares of the listed corporation concerned, a duty arises on entering
into the derivative. If the derivative
specifies only a maximum, then disclose the maximum figure. If the derivative specifies both a maximum
and a minimum, then disclose the figure which is most appropriate. If the
derivative does not specify any minimum or maximum, then no duty of disclosure arises on entering
into the derivative. Once the number of shares that you will receive is known a duty of disclosure arises.
General
14.
The “Outline of Part
XV” (“Outline”)
published by the Securities
and Futures Commission
(“SFC”) gives further guidance on the situations in which a notice will have to be filed under
Part XV. A copy of the Outline can be downloaded from the SFC’s website http://www.sfc.hk. However, when making a disclosure you must satisfy yourself of the requirements of the SFO, and if in doubt, please seek appropriate legal advice.
Electronic filing of notices
15.
Upon the commencement of Part 4 of the Securities and
Futures (Amendment) Ordinance 2014 on 3 July 2017 (“Commencement”), you should
file this Form 2 electronically with SEHK by using the Disclosure of Interests
Online System (“DION System”) from HKEX website https://sdinotice.hkex.com.hk. Upon Commencement, other than in the
circumstances set out in paragraph 19 below, filings sent by fax, by post, by
email or delivered by hand will not be accepted and will not be in compliance
with the requirements under Part XV of the SFO.
16.
Forms are available in Adobe Portable Document format (“PDF”) or in Microsoft Excel format. If you are a Windows user, you may
download and file a notice using either format.
If you are a Mac user, you may only download and file a notice in
PDF. You may download a soft copy of
this Form 2 (and these Notes) for completion from
HKEX website at https://sdinotice.hkex.com.hk or the SFC website http://www.sfc.hk/web/EN/rule-book/sfo-part-xv-disclosure-of-interests/di-notices.html. If you download this
Form 2 from the HKEX website, you can either download (i) a complete blank Form
without logging in the DION System; or (ii) a blank Form prefilled with certain
profile information after logging in the DION System. You can only download a complete blank Form
from the SFC website. If you are
using Excel format, you must click "Enable Content" when opening the
Excel forms - otherwise the macros will not work. If you are using PDF, you must click “Trust
this document always” and save the changes.
17.
You are also required to separately submit this Form 2
to the listed corporation concerned but SEHK will send this Form 2 to the
listed corporation on your behalf if you complete and file this Form 2
properly. The completed Form 2 that you
filed with SEHK will be sent to the listed corporation concerned based on the
stock code and the date of relevant event on the Form. Based on the stock code on the Form, the
system will fill in the name of the listed corporation. If you decide to state a corporation name
which is different from what is suggested by the system, there is a risk that
the system is not able to associate the corporation name with the relevant
stock code and thus fails to direct your Form to the relevant listed
corporation.
18.
Do not
send copies of share
purchase
agreements and other documents
to SEHK when filing this Form 2 (except in relation to copies of concert party
documents as indicated in the Specific Notes to Box 25). Attaching a document
that explains the transaction in question does not discharge the duty to complete the prescribed form.
Unless
otherwise stated, copies of any documents that are sent to SEHK will be
displayed together with this Form 2 on HKEX website http://www.hkexnews.hk/di/di.htm and be available
for viewing by the public when searching the DI pages of the HKEX
website.
19.
If your duty to file a notification on Form 2 arose
before the date of Commencement, you may either (i) submit this Form 2 to SEHK
by using the DION System; or (ii) submit the prescribed Form 2 available for
use immediately before the date of Commencement to SEHK by fax, by post, by
email or by hand. All filings made after
the period of 3 months from the date of Commencement should be made by using
the DION System.
Specific Notes
An approved lending agent (“ALA”) or the holding
company of an ALA should read the Special Notes on pages 10-11.
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Box 1 |
State the date of the relevant event (explained in
General Note 5) which gave rise to the notice. |
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Box 2 |
In the case of events (i) to (vi) in General Note 5,
if you became aware of the relevant event on a date later than the date that
it occurred, then state the date that you became aware of the event that
triggers the reporting obligation in Box 2. For an Initial Notification, if you were not aware
that you had an interest, or a short position, at the date of the relevant
event, or were not aware that you had 5% or more of the shares of the listed
corporation, then state the date that you became aware that you had such an
interest in the shares in Box 2. |
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Box 3 |
State the stock code of the listed corporation in
whose shares you are interested. You
can find the stock code on the HKEX website.
Alternatively you can get it from the corporation itself. If you file this Form to disclose your interests in
any class of shares of the listed corporation which is not listed on the SEHK
(e.g. “A” shares or domestic shares), state the stock code of the class of
shares of the listed corporation which is listed on the SEHK. |
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Box 4 |
Complete the name of the listed corporation in whose
shares you are interested. The system
will auto-fill the name of the listed corporation based on the date of
relevant event in Box 1 and the stock code in Box 3. |
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Box 5 |
Select the class of shares in which you are
interested. Some corporations have
more than one classes of share capital, each with voting rights (e.g. “A” and
“H” shares). If you have an interest
in 5% or more in each of two classes of shares, complete a separate Form 2
for each class of shares. However, if
you file this Form to disclose your interests in ordinary shares and
preference shares as share stapled units of a listed corporation, you need
not complete two separate Form 2. If you select “Other”, state the class of shares in
which you are interested in Box 27. |
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Box 6 |
State the number of shares (in the class of shares in which you are interested) which
have been issued
at the date of the relevant event. You can find the number of shares issued on
the HKEX website by clicking the link to the HKEX website on the Form or you
can ask the corporation. |
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Boxes 7 to 14 |
State the details as indicated. State your company name in full as it appears
on the Certificate of
Incorporation. You should only complete Box 10 if you have a Hong Kong
business registration number. In Box
11 you should state the place where you were incorporated and give the number
on the Certificate of Incorporation.
Please fill in “N/A” if there is no Certificate of Incorporation
number. You must provide an email address in Box 14. The data entered in Boxes 10 to 14 will not
be available for viewing by the public when searching the DI pages of the
HKEX website. |
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Box 15 |
If you are a listed corporation, state the name of
the exchange on which you are listed. |
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Box 16 |
If your parent company is a listed corporation,
state the name of your listed parent and the exchange on which it is
listed. If your parent company is listed
on several exchanges, give the primary listing. |
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Box 17 |
State details of the relevant event (i.e. the event
that triggers the notice). In the case
of relevant event (i) to (vi) in General Note 5 the details that you must
give in Box 17 relate to the shares bought/sold or involved at that time –
not the shares which you already have.
Where the relevant event is prompted by a transaction that forms part
of a series of transactions effected on the same day, the details of the relevant
event that you give in Box 17 shall relate to all shares in which you
acquired an interest, ceased to have an interest or the nature of your
interest changed on that day as a result of that series of transactions. “Brief
description of relevant event” column State the description which best describes the
relevant event either by entering the Code from Table 1 or selecting the Code from the menu. If a person connected with you acquired an interest
in shares, their interest may be treated as your interest (See General Note 8
above). For example, if a company that
you control first acquired 5% or more of the shares of the listed
corporation, such company would use the Code 1001 and you should treat the
acquisition as your acquisition and use the appropriate Code – in this case
Code 1001 if you did not already have a notifiable interest yourself. Use the “short position” row if you are filing the
notice because of a change in a short position. The normal position is that either a long
position or a short position will give rise to a duty of disclosure
(not both simultaneously). In the case of an Initial Notification in Box 17,
you need only to complete the column “Brief description of relevant event”
(as the notification is not prompted by an acquisition or disposal of an
interest in shares). See Table 1
for the Codes of Relevant Events. “Capacity
in which shares were/are held” column State the description which best describes the
capacity in which the shares were/are held before and after the relevant
event either by entering the Code from Table
2 or selecting the Code from the menu.
If you have disposed of an interest in shares, select the Code
describing the capacity in which you held the shares immediately before the
disposal and enter this Code in the “Before relevant event” column. If you have acquired an interest in shares,
select the Code describing the capacity in which you held the shares immediately
after your acquisition and enter this Code in the “After relevant event”
column. If you are giving a notice of
a change in the nature of your interest in shares, select the Codes
describing the capacity in which you held your interest in those shares
before and after the relevant event, i.e. complete both the “Before relevant
event” and “After relevant event” columns.
If you are, or were, the beneficial owner but another Code also
applies, please use the latter Code rather than 2101. If you ceased to have an interest in at
least 5% of the shares in the listed corporation after the relevant event,
you must use Code 1704 and describe the relevant event in Box 27. Use the “short position” row if you are filing
because of a change in a short position. See Table 2
for the Codes of Capacity. “Number of
shares brought/sold or involved” column State the number of shares concerned (e.g. the
number of shares you bought that triggered the notice). For a change in the nature of an interest (e.g.
on exercise of an option), state the number of shares affected by the change. “Currency
of transaction” column Select the currency in which the price for the
interest in shares described in the “Number of shares brought/sold or
involved” column was paid or received.
“On
Exchange” and “Off Exchange” columns State the consideration per share paid or received
for the interests in shares described in the “Number of shares brought/sold
or involved” column in the “On Exchange” or “Off Exchange” columns as
appropriate. An acquisition or
disposal is made “On-Exchange” when the transaction took place in the
ordinary course of trading on a recognized exchange and “Off-Exchange” covers
all other transactions. For an
on-exchange transaction, state the highest price per share in the “Highest
price (per share)” column and the average price/consideration per share in
the “Average price (per share)” column.
For an off-exchange transaction, state the average price/consideration
per share in the “Average consideration (per share)” column and select a Code
which best describes the nature of the consideration you paid or received in
the “Nature of consideration” column. If no price or consideration has been paid or
received, or if the consideration is services provided, the price or
consideration should be stated as “0”.
If the transaction that prompts disclosure is a change in nature of
your interest in shares (e.g. a securities borrowing and lending
transaction), a transaction in derivatives, or a change in short position,
the highest price per share and the average price per share (average
consideration per share and nature of the consideration for off-exchange
transactions) should be left blank. See Table 3
for the Codes of Nature of Consideration. Example of
how to complete Box 17 Assume that you already own 4,500,000 shares in the listed corporation
or 4.5% of the shares
in issue. On 31 December 2003, you purchased (through the SEHK)
400,000 shares for HK$800,000 and
100,000 shares for HK$210,000 (all shares to be held beneficially) increasing your total shareholding to 5%.
As the two transactions are a series of transactions on the same
date the details of the relevant event that you give in Box 17 shall relate to the purchase of 500,000 shares which is the relevant
event. The date of the relevant event to be inserted
in Box 1 would be “31.12.2003” and you should
complete Box 17 in the following manner. The Codes to be used are described below. Details of
relevant event
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* Due to limited
space in these Notes, the description of relevant event and capacity in which
shares were/are held are not shown but will be displayed in the Form.
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Box 18 |
State the total number of shares in which you were
interested, and those in which you had a short position (if any), immediately
before the relevant event in column 2.
This figure includes all joint interests, interests through equity
derivatives and deemed interests (see General Note 8 above). State the percentage figure of your interest, your
short position (if any), immediately before the relevant event in column
3. General Note 7 above explains how
you calculate the percentage figure. If you file this Form to disclose any interests in
the shares in a lending pool, together with your other interests in the
shares, do not aggregate your interests in the lending pool with your
other interests in which you had a long position or a short position. In the case of an Initial Notification, you need not
complete Box 18. |
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Box 19 |
State the total number of shares in which you were
interested, and those in which you had a short position (if any), immediately
after the relevant event in column 2.
This figure includes all joint interests, interests through equity
derivatives and deemed interests (see General Note 8 above). State the percentage figure of your interest, your
short position (if any), immediately after the relevant event in column
3. General Note 7 above explains how
you calculate the percentage figure. |
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Box 20 |
State the description which best describes the
capacity in which you hold the shares or short position listed in Box 20
either by entering the Code from Table
2 or selecting the Code from the menu in column 1. If you hold some of your interests in one
capacity (e.g. as beneficial owner), and other interests in other capacity
(e.g. as trustee), then use two Codes (on different rows) and the number of
the interests in shares held in each capacity (in different rows) in column 2
(or 3). |
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Box 21 |
If you derive all or part of your interest in shares
(or your short position) which are listed in Box 19 from equity derivatives,
state the description which best describes the derivatives that you hold
either by entering the Code from Table
4 or selecting the Code from the menu in column 1. State the number of shares in which you
derive an interest (or a short position) from the derivatives in column 2 (or
3). General Note 13 explains how to
work this out. If you have more than one derivative of the same
category, add them together and state the total number (in one row) in column
2 (or 3). If you have more
than one derivative but they are in different categories, use two or
more Codes (on different rows) and state the number of shares for each
category of derivative (on different rows) in column 2 (or 3). If any party to a derivative can choose whether to
settle in cash or by delivery, treat that derivative as physically settled. See Table 4
for the Codes of Category of Derivatives. |
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Box 22 |
If you are entitled to exercise, or control the
exercise of, one-third or more of the voting power at general meetings of a
corporation, or the corporation or its directors are accustomed to act in
accordance with your directions, and that corporation is interested in shares
of the listed corporation concerned, give details of that corporation
(referred to in these Notes as a “controlled corporation”). If there is more than one corporation that
you control, then details of each controlled corporation must be stated
separately in Box 22. You must also add the controlled corporation’s
interest to your interests in working out whether you are under a duty of
disclosure and when completing Boxes 17 to 21. If the corporation that you control also
has a short position, then the same principles apply. Box 22 should be completed as follows :
Example of
how to complete Box 22 Assume that Wong Holdings Ltd. owns 100% of the
shares in a private corporation ABC (Hong Kong) Ltd. which owns 51% of the
shares in DEF (Hong Kong) Ltd. which owns 35% of GHI (Hong Kong) Ltd. and 65%
of Wong Industries Ltd. Wong Industries Ltd. in turn owns 100% of the shares
in Wong Asset Management Ltd. The group holdings in XYZ Ltd. (a listed
corporation) are as follows : GHI (Hong Kong) Ltd. has a call option over
25,000,000 shares (physically settled) and has a short position in 10,000,000
shares under a cash settled equity derivative (details of these derivative
interests will have been given in Box 21). Wong Industries Ltd. owns
10,000,000 shares and Wong Asset Management Ltd. owns 15,000,000 shares. Group
structure and holdings :
In this example, the entries in Box 22 would be as
follows : 22. Further
information in relation to interests of corporations controlled
by substantial shareholder
|
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|
Box 23 |
If you are interested in shares of the listed
corporation concerned jointly with another person, you are both taken to be
interested in all of the shares held jointly in calculating whether you have
to file a notice, and in completing Boxes 17 to 21. State the name of the person who owns the
interest in the shares jointly with you, his/her/its address and the number
of shares in which he/she/it is interested.
The same principles apply to short positions held jointly. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Box 24 |
If you are a trustee of a trust, a beneficiary of a trust,
or if you are the “founder” of a discretionary trust (e.g. you had a
discretionary trust set up or you put assets into it) and can influence how
the trustee exercises his discretion, then add all of the shares in which the
trust has an interest (or a short position) to your interests in working out
whether you must file a notice.
Disclose details of that interest (or short position) when completing
Boxes 17 to 21. You need not state the
name of the trust which owns the interest in the shares and its address in
columns 1 and 2 if you wish these to remain private. State the description which best describes
your status in relation to the trust either by entering the Code from Table 5 or selecting the Code from
the menu in column 3. State the number
of shares in which the trust is interested (or has a short position) in
column 4 (or 5). Ignore an interest in
reversion or remainder, an interest of a bare trustee, and any discretionary
interest (of a beneficiary). See Table 5
for Codes of Status in relation to a Trust. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Box 25 |
If you are a party to an agreement with other
parties to acquire interests in shares in the listed corporation concerned in
the circumstances set out in section 317(1)(a) or (b) of the SFO, then add
any shares in which any other party to the agreement is interested to your
own interests in working out whether you must file a notice. Details of the interests of any other party
must also be taken into account in completing Boxes 17 to 21. You must state the name of each of the other
parties to the agreement, his/her/its address and the number of shares in
which he/she/it is interested “apart from the agreement” in Box 25. In the last row of Box 25, state the number
of shares in which you are interested under sections 317 and 318 of the SFO.
This will be the total of firstly all shares which have been purchased
pursuant to the agreement by any of the parties to the agreement and secondly
all shares in which the other parties to the agreement are interested “apart
from the agreement” (defined in section 318(2) of the SFO). Example of
how to complete Box 25 Assume that
Wong Holdings Ltd. and 2 other persons agree
to buy shares
in XYZ Ltd. (a listed corporation). They
are each already
interested in a number of shares
of XYZ Ltd. which
they purchased before they entered into the s.317 agreement.
Under the s.317 agreement, Wong
Holdings Ltd. purchased 25,000,000
shares, Mr. A purchased 20,000,000 shares and Mr. B purchased 15,000,000
shares in XYZ Ltd. Their shareholdings are as follows –
Assume also that Wong
Holdings Ltd. is completing the notice. It will already have stated in
Box 19 that it is interested in 116,000,000 shares. It has to state the number of shares in which
the other parties are interested “apart from the agreement” and the total
shares in which it is interested by the application of sections 317 and 318
(the 60,000,000 shares bought pursuant to the agreement and the further
shares that the other parties are interested in “apart from the
agreement”). Accordingly, Wong Holdings Ltd. will then complete
Box 25 as follows – 25. Further information
from a party to an agreement under
section 317 (Please see
Notes for further information
required)
You must also
- (i)
attach a separate sheet to the notification stating
that you are a party to an agreement to which section 317(1)(a) or (b)
applies; (ii)
include a copy of any written agreement, contract or
other document which records any terms or details of the agreement; and (iii)
if there are no such papers as are mentioned in
(ii), or if such papers do not record the material terms of the agreement,
include a written memorandum setting out the material terms of the agreement. If the agreement or document required under (ii)
records terms or details other than any arrangement to which section
317(1)(a) or (b) applies, you need to provide the extracts of the agreement
or document which relates to any arrangement to which section 317(1)(a) or
(b) applies. The memorandum required under (iii) should include
details of any cash or consideration involved and the identity of all persons
between whom such cash or other consideration is passed or is intended to
pass. If the parties are interested in
any derivatives, the exercise or conversion price, expiration date and
exercise period should be disclosed.
The memorandum must be signed by the substantial shareholder or his
duly authorized agent. A notification that a person has ceased to be a
party to an agreement to which section 317(1)(a) or (b) applies shall also
state that he or the other party (as the case may be) has ceased to be a
party to the agreement and, in the latter case, include the name and address
of the other party. Copies of any documents that are submitted to the
SEHK by using the DION System will be available for inspection by the public
on HKEX website. If you wish to keep
any personal information in private, redact such information before submitting
the document. Do not
submit copies of any documents which are password-protected or otherwise
encrypted so as to ensure the documents can be properly opened and displayed
on the DI pages of the HKEX website. |
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|
Box 26 |
If you, or your directors, are accustomed or obliged
to act in accordance with the directions or instructions of any person, or
persons, (referred to in these Notes as a “controller”) state the name and
address of each such person in Box 26.
State the description which best describes the relationship of the
controller to you either by entering the Code from Table 6 or selecting the Code from the menu in column 3. State the percentage of your shares that
the controller owns. You need not
complete Box 26 if you are a listed corporation or the wholly owned
subsidiary of a listed corporation. See Table 6
for Codes of Relationship with Controller. |
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|
Box 27 |
Provide any supplementary information, e.g. the
class of shares if you select “Other” in Box 5; the description of the relevant
event if you select Code 1013 (any other event), Code 1113 (any other event),
Code 1213 (any other event), Code 1316 (any other event), Code 1403 (any
other event), Code 1503 (any other event), Code 1702 (Notice filed to remove
outdated information), Code 1704 (Notice filed because you ceased to have a
notifiable interest in the shares of the listed corporation), Code 1710
(Voluntary disclosure) or Code 1711 (Other); the capacity if you select Code
2501; the category of derivatives if you select Code 4104 or 4108. The word limit of this Box is 500 characters of text
and numbers. |
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|
Box 28 |
Tick this box if this Form 2 is a revision of a
previously submitted Form and insert the log/serial number of the Form which
you intend to revise. |
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|
Box 29 |
State the number of document stating that you are a
party to an agreement to which section 317(1)(a) or (b) applies, concert
party agreement or memorandum in relation to any agreement to which you are a
party to acquire interests in shares listed in Box 25. Do not
send copies of share purchase agreements and other documents to the SEHK when
filing this Form. Attaching a document
that explains the transaction in question does not discharge the duty to complete the prescribed form. |
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Special Notes
Securities Borrowing and Lending
If you are an ALA giving notification
under
section
5(4) of the
Securities
and
Futures (Disclosure of Interests – Securities Borrowing and Lending) Rules (Cap.571X) (“SBL Rules”) then you need only complete Boxes 1 to 14, “Brief
description of relevant event” and “Number of shares bought/sold or involved” columns of Box 17, Boxes 18 and 19 of Form 2.
If you
are
the
holding company of an ALA giving notification
under
section 5(4)
of the SBL Rules then you need only complete
Boxes 1 to 14, “Brief
description of relevant event” and “Number of shares bought/sold or involved” columns of Box 17, Boxes 18 to 20, 22 and 23 of Form 2. All boxes should be completed
in accordance with the Notes set out above with the exception of Boxes 18 and 19. Boxes 18 and 19 should be completed as follows.
Box 18 In column 2 of Box 18, state the total number of shares in which you were interested,
and those in which you had a short position, immediately
before the relevant event.
In column 3, state the percentage figure of your interest, and short position (if any), immediately before the relevant event. You should include shares that you are authorized to
lend (or, if you are a holding company of an ALA, the shares that the ALA is authorized
to lend) in the total of shares in which you are interested when completing row 1 of columns 2 and 3 of Box 18.
In column 2, row 3 of Box 18 (labelled “Lending pool”), an ALA and a holding company of an ALA, should state only the number of
shares that
the
ALA
is
authorized
to
lend immediately
before
the relevant event (referred to as “qualified
shares” in the SBL Rules).
In column
3, row 3 of Box 18, state the
percentage figure of the interest
of the ALA in qualified shares immediately before the relevant event.
Box 19 Complete rows 1 and 2 of Box 19 in the same manner as Box 18 specifying the total number of shares in which you were interested, and those in which you had a short position immediately after the relevant event.
In column 2, row 3 of Box 19 (labelled
“Lending pool”), an ALA and a holding company of an ALA, should state only the number of shares that the ALA is authorized
to lend (“qualified shares”) immediately after the relevant event. In column 3, row 3 of Box 19, state the percentage figure of the interest of the ALA in qualified shares
immediately after the relevant event.
Table 1 – Codes of
Relevant Events
Please note that :
(1)
It may be necessary to go through two to three levels
of questions before reaching the relevant event and an event code is only
assigned to the last level of question.
Code numbers in brackets are interim level(s) of questions and they are
not event codes. Only the ultimate event
codes will be available for selection.
(2)
The same set of event codes apply to all Forms so some
code numbers are “skipped” because certain events are not relevant to this
Form.
(3)
The word “your
interest/short position” in these event codes refers to your own interest/short
position and also includes an interest/short position of a corporation that is
controlled by you, that is taken to be your interest/short position by
attribution.
(4)
The “shares” are the voting
shares in the listed corporation.
|
Code No. (Level 1) |
Code No. (Level 2) |
Code No. (Level 3) |
Description of
event (Box 17) |
|
(100) |
|
|
You first
acquire a notifiable interest because: |
|
(110) |
|
|
The percentage level of your interest in the shares
has increased because: |
|
(120) |
|
|
The percentage level of your interest in the shares
has reduced because: |
|
(130) |
|
|
There has been a change in nature of your interest
in the shares because: |
|
(140) |
|
|
You came to have a short position of 1% or more in
the shares, or the percentage level of your short position in such shares
increased because: |
|
(150) |
|
|
You ceased to have a short position of 1% or more in
the shares, or the percentage level of your short position in such shares
decreased because: |
|
(160) |
|
|
Approved Lending Agents |
|
(170) |
|
|
Miscellaneous |
|
|
|
|
|
|
(100) |
|
|
You first
acquire a notifiable interest because: |
|
|
1001 |
|
you purchased
the shares |
|
|
1002 |
|
you were given
the shares |
|
|
(1003) |
|
you became the
holder of, wrote or issued equity derivatives under which (choose one): |
|
|
|
10031 |
you have a right
to take the underlying shares |
|
|
|
10032 |
you are under an
obligation to take the underlying shares |
|
|
|
10033 |
you have a right
to receive from another person an amount if the price of the underlying
shares is above a certain level |
|
|
|
10034 |
you are under an
obligation to pay another person an amount if the price of the underlying
shares is below a certain level |
|
|
|
10035 |
you have any of
the rights or obligations referred to in 10031 to 10034 above embedded in a
contract or instrument |
|
|
1004 |
|
you acquired a
security interest in the shares |
|
|
1005 |
|
you inherited
the shares |
|
|
1006 |
|
you became a
beneficiary under a trust interested in the shares |
|
|
1007 |
|
you took steps
to enforce your rights in the shares you hold by way of security as a qualified
lender |
|
|
1009 |
|
you entered into
an agreement for the exchange of an instrument for another instrument in
respect of the same underlying shares |
|
|
1010 |
|
you were placed
the shares as a placee under a top-up placing |
|
|
1011 |
|
new shares were issued
to you after you have reduced your interest in shares by placing them to
placee(s) under a top-up placing |
|
|
1012 |
|
you became a
member of a concert party group or a member of the concert party group
acquired more of the shares |
|
|
1013 |
|
any other event
(you must briefly describe the relevant event in the Supplementary
Information box) |
|
(110) |
|
|
The percentage
level of your interest in the shares has increased because: |
|
|
1101 |
|
|
|
|
1102 |
|
you were given
the shares |
|
|
(1103) |
|
you became the
holder of, wrote or issued equity derivatives under which (choose one): |
|
|
|
11031 |
you have a right
to take the underlying shares |
|
|
|
11032 |
you are under an
obligation to take the underlying shares |
|
|
|
11033 |
you have a right
to receive from another person an amount if the price of the underlying
shares is above a certain level |
|
|
|
11034 |
you are under an
obligation to pay another person an amount if the price of the underlying
shares is below a certain level |
|
|
|
11035 |
you have any of the
rights or obligations referred to in 11031 to 11034 above embedded in a
contract or instrument |
|
|
1104 |
|
you acquired a
security interest in the shares |
|
|
1105 |
|
you inherited
the shares |
|
|
1106 |
|
you became a
beneficiary under a trust interested in the shares |
|
|
1107 |
|
you took steps
to enforce your rights in the shares you hold by way of security as a
qualified lender |
|
|
1109 |
|
you entered into
an agreement for the exchange of an instrument for another instrument in
respect of the same underlying shares |
|
|
1110 |
|
you were placed
the shares as a placee under a top-up placing |
|
|
1111 |
|
new shares were
issued to you after you have reduced your interest in shares by placing them
to placee(s) under a top-up placing |
|
|
1112 |
|
you became a
member of a concert party group or a member of the concert party group
acquired more of the shares |
|
|
1113 |
|
any other event
(you must briefly describe the relevant event in the Supplementary
Information box) |
|
(120) |
|
|
The percentage level
of your interest in the shares has reduced because: |
|
|
1201 |
|
|
|
|
1202 |
|
you made a gift
of the shares |
|
|
1203 |
|
you delivered
the shares or an amount due under equity derivatives |
|
|
(1204) |
|
expiry or cancellation
without exercise of equity derivatives under which (choose one): |
|
|
|
12041 |
you had a right
to take the underlying shares |
|
|
|
12042 |
you were under
an obligation to take the underlying shares |
|
|
|
12043 |
you had a right
to receive from another person an amount if the price of the underlying
shares was above a certain level |
|
|
|
12044 |
you were under
an obligation to pay another person an amount if the price of the underlying
shares was below a certain level |
|
|
|
12045 |
you had any of the
rights or obligations referred to in 12041 to 12044 above embedded in a
contract or instrument |
|
|
1205 |
|
you ceased to
have a security interest in the shares |
|
|
1206 |
|
you did not take
up, or sold, rights in a rights issue |
|
|
1208 |
|
you entered into
an agreement for the exchange of an instrument for another instrument in
respect of the same underlying shares |
|
|
1209 |
|
you placed the
shares to placee(s) under a top-up placing |
|
|
1210 |
|
new shares were
issued in a top-up placing |
|
|
1211 |
|
you have ceased
to be a member of a concert party group or a member of the concert party
group has disposed of some of the shares |
|
|
1213 |
|
any other event
(you must briefly describe the relevant event in the Supplementary
Information box) |
|
(130) |
|
|
There has been a
change in nature of your interest in the shares because: |
|
|
1301 |
|
the shares have been delivered to you and you have not previously notified the purchase of the shares |
|
|
1302 |
|
you have entered
into an agreement for the sale of shares in which you are interested but are
not required to deliver them within 4 trading days |
|
|
1303 |
|
you have
exercised rights to the shares under equity derivatives |
|
|
1304 |
|
rights to the
shares under equity derivatives have been exercised against you |
|
|
1305 |
|
you have provided
an interest in the shares as security to a person other than a qualified
lender |
|
|
1306 |
|
an interest in the shares, that you provided as security to a person
other than a qualified lender, has been released |
|
|
1307 |
|
you have taken steps to enforce a security interest in the shares, or
rights to such shares held as security, and you are not a qualified lender |
|
|
1308 |
|
steps have been taken to enforce a security interest in the shares, or
rights to such shares held as security, against you |
|
|
1309 |
|
you are a beneficiary under a will and the shares have been
transferred to you by an executor |
|
|
1310 |
|
you are a beneficiary under a trust and the shares have been
transferred to you by a trustee |
|
|
1311 |
|
you have delivered the shares to a person who had agreed to borrow
them |
|
|
1312 |
|
the shares lent by you have been returned to you |
|
|
1313 |
|
you have lent the shares under a securities borrowing and lending
agreement |
|
|
1314 |
|
you have recalled the shares under a securities borrowing and lending
agreement |
|
|
1315 |
|
you have declared a trust over shares that you continue to hold |
|
|
1316 |
|
any other event (you must briefly describe the relevant event in the
Supplementary Information box) |
|
(140) |
|
|
You came to have
a short position of 1% or more in the shares, or the percentage level of your
short position in such shares increased because: |
|
|
(1401) |
|
you became the holder of, wrote or issued equity derivatives under
which (choose one): |
|
|
|
14011 |
you have a right
to require another person to take delivery of the underlying shares |
|
|
|
14012 |
you are under an
obligation to deliver the underlying shares |
|
|
|
14013 |
you have a right
to receive from another person an amount if the price of the underlying
shares is below a certain level |
|
|
|
14014 |
you are under an
obligation to pay another person an amount if the price of the underlying
shares is above a certain level |
|
|
|
14015 |
you have any of
the rights or obligations referred to in 14011 to 14014 above embedded in a contract
or instrument |
|
|
1402 |
|
you borrowed the
shares under a securities borrowing and lending agreement |
|
|
1403 |
|
any other event
(you must briefly describe the relevant event in the Supplementary
Information box) |
|
(150) |
|
|
You ceased to
have a short position of 1% or more in the shares, or the percentage level of
your short position in such shares decreased because: |
|
|
(1501) |
|
expiry or
cancellation without exercise of equity derivatives under which (choose one): |
|
|
|
15011 |
you have a right
to require another person to take delivery of the underlying shares |
|
|
|
15012 |
you are under an
obligation to deliver the underlying shares |
|
|
|
15013 |
you have a right
to receive from another person an amount if the price of the underlying
shares is below a certain level |
|
|
|
15014 |
you are under an
obligation to pay another person an amount if the price of the underlying
shares is above a certain level |
|
|
|
15015 |
you have any of
the rights or obligations referred to in 15011 to 15014 above embedded in a
contract or instrument |
|
|
1502 |
|
you returned the
shares borrowed under a securities borrowing and lending agreement |
|
|
1503 |
|
any other event
(you must briefly describe the relevant event in the Supplementary
Information box) |
|
(160) |
|
|
Approved Lending
Agents |
|
|
(1601) |
|
|
|
|
|
16011 |
the percentage level
of your interest in the shares held in your lending pool is taken to have
increased |
|
|
|
16012 |
the percentage
level of your interest in the shares held in your lending pool is taken to
have reduced |
|
|
(1602) |
|
Notice under
section 5(4) of the Securities and Futures (Disclosure of Interests –
Securities Borrowing and Lending) Rules by a person that controls an approved
lending agent (choose one): |
|
|
|
16021 |
the percentage
level of your interest in the shares held in the lending pool of the approved
lending agent is taken to have increased |
|
|
|
16022 |
the percentage
level of your interest in the shares held in the lending pool of the approved
lending agent is taken to have reduced |
|
(170) |
|
|
Miscellaneous |
|
|
1701 |
|
On listing of the corporation or a class of shares of the listed
corporation |
|
|
1702 |
|
Notice filed to
remove outdated information (if you select this Code you must state the
outdated information in the Supplementary Information box and identify the
box which contains the updated information) |
|
|
1703 |
|
Notice filed
because of a change in the threshold for disclosure |
|
|
1704 |
|
Notice filed
because you ceased to have a notifiable interest in the shares of the listed corporation
(you must briefly describe the relevant event in the Supplementary
Information box) |
|
|
1710 |
|
Voluntary
disclosure (you must briefly describe the relevant event in the Supplementary
Information box) |
|
|
1711 |
|
Other (you must
briefly describe the relevant event in the Supplementary Information box) |
Table 2 – Codes of Capacity
Please note the same set of capacity codes apply to
all Forms so some code numbers are “skipped” because certain capacities are not
relevant to this Form.
|
Code No. |
Description of
the capacity in which you held the interest or short position in shares that
is acquired, disposed of or changed (Boxes 17 and 20) |
|
|
Common capacities |
|
2101 |
Beneficial owner |
|
2102 |
Investment manager |
|
2103 |
Interests held jointly with another person |
|
2104 |
Agent |
|
2105 |
Underwriter |
|
2106 |
Person having a security interest in shares |
|
|
Interests by attribution |
|
2201 |
Interest of corporation controlled by you |
|
|
Trusts and similar interests |
|
2301 |
Trustee |
|
2302 |
Custodian (other than an exempt custodian interest) |
|
2303 |
Depositary |
|
2304 |
Executor or administrator |
|
2305 |
Beneficiary of a trust (other than a discretionary interest) |
|
2306 |
Nominee for another person (other than a bare trustee) |
|
2307 |
Founder of a discretionary trust who can influence how the trustee
exercises his discretion |
|
|
Persons acting in concert |
|
2401 |
A concert party to an agreement to buy shares described in s.317(1)(a)
|
|
2402 |
A person making a loan or providing security to buy shares described
in s.317(1)(b) |
|
|
Miscellaneous |
|
2501 |
Other (you must describe the capacity in the Supplementary Information
box) |
|
2502 |
Approved lending agent |
Table 3 – Codes of Nature of Consideration
|
Code No. |
Description of consideration for off-exchange
transactions (Box 17) |
|
3101 |
Cash |
|
3102 |
Assets other
than cash |
|
3103 |
Surrender of
rights to shares/debentures |
|
3104 |
Services |
Table 4 – Codes of Category of Derivatives
|
Code No. |
Common categories of derivatives (Box 21) |
|
|
Listed derivatives |
|
4101 |
Physically settled |
|
4102 |
Cash settled |
|
4103 |
Convertible instruments |
|
4104 |
Other (you must describe the category of derivatives in the
Supplementary Information box) |
|
|
Unlisted derivatives |
|
4105 |
Physically settled |
|
4106 |
Cash settled |
|
4107 |
Convertible instruments |
|
4108 |
Other (you must describe the category of derivatives in the
Supplementary Information box) |
Table 5 – Codes of Status in relation to a Trust
|
Code No. |
Status in relation to a trust (Box 24) |
|
5101 |
Trustee of a
trust |
|
5102 |
Beneficiary of a
trust (other than a discretionary interest) |
|
5103 |
Founder of a
discretionary trust who can influence how the trustee exercises his
discretion |
Table 6 – Codes of Relationship
with Controller
|
Code No. |
Relationship with controller (Box 26) |
|
6101 |
Controller is your immediate holding company |
|
6102 |
Controller is your intermediate holding
company |
|
6103 |
Controller is your ultimate holding company |
|
6104 |
Controller is a director |
|
6105 |
Controller is a shadow director |
|
6106 |
Other |