FORM 4 – LISTED
CORPORATION NOTICE
Notice pursuant to section 330 or section 333 of the Securities and
Futures Ordinance (Cap.571) ("SFO")
General
Notes
1.
This Form 4 is for use by a listed corporation that is
required by section 330(1) or section 333(1) of the SFO to notify The Stock
Exchange of Hong Kong Limited (“SEHK”) of information received in pursuance of
a requirement imposed by the listed corporation under section 329 of the SFO
(“section 329”), or to deliver a report prepared under section 332 of the SFO
to the Stock Exchange. Section 329
concerns the power of a listed corporation to investigate ownership of
interests in its voting shares etc. You
must complete this Form 4 in accordance with the directions and instructions on
the Form and in these Notes. You are also required by section 330 or section
333 of the SFO to separately notify the Securities and Futures Commission
(“SFC”) of the information or to deliver the report to the SFC but SEHK will notify
the SFC/deliver the report to the SFC on your behalf if you complete and file
this Form 4 properly.
Timing
of notification
2.
You must file this Form 4 within 1 business day of the
day you received the information. 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 information was received.
“Long
positions” and “short positions”
3.
A person has a “long position” if he has an interest
in shares themselves, or holds, writes or issues financial instruments
(including derivatives) under which, for example :
(i)
he has a right to take the underlying shares;
(ii)
he is under an obligation to take the underlying
shares;
(iii)
he has a right to receive from another person an
amount if the price of the underlying shares is above a certain level;
(iv)
he 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 has any of the rights or obligations referred to in
(i) to (iv) above embedded in a contract or instrument.
4.
A person has a “short position” if he borrows shares
under a securities borrowing and lending agreement, or if he holds, writes or
issues financial instruments (including derivatives) under which, for example :
(i)
he has a right to require another person to take the
underlying shares;
(ii)
he has under an obligation to deliver the underlying
shares;
(iii)
he has a right to receive from another person an
amount if the price of the underlying shares is below a certain level;
(iv)
he has an obligation to pay another person an amount
if the price of the underlying shares is above a certain level; or
(v)
he has any of the rights or obligations referred to in
(i) to (iv) embedded in a contract or instrument.
Electronic
filing of notices
5.
Upon the
commencement of Part 4 of the Securities and Futures (Amendment) Ordinance 2014
on 3 July 2017 (“Commencement”), you should file this Form 4 electronically
with SEHK by using the Disclosure of Interests Online System (“DION System”)
from Hong Kong Exchanges and Clearing Limited (“HKEX”) website https://sdinotice.hkex.com.hk. Upon
Commencement, other than in the circumstances set out in paragraph 8 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.
6.
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 4 (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 4 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.
7.
Do not send copies of share purchase agreements and other documents to SEHK
when
filing this Form 4 (except in relation to copies of concert
party documents as indicated
in the Notes to Box
14 or the investigation report(s) to which this Form 4 relates). Attaching a document that
explains the transaction in question does not
discharge the duty to complete the prescribed form.
8.
If your duty
to file a notification under section 330 or 333 of the SFO arose before the
date of Commencement, you may either (i) submit this Form 4 to SEHK by using
the DION System; or (ii) notify the SEHK under section 330 of the SFO of
information received or deliver a copy of the report to SEHK under section 333
of the SFO in the manner prescribed before the date of Commencement. All notifications pursuant to section 330 or
333 of the SFO made after the period of 3 months from the date of Commencement
should be made by using the DION System.
Specific Notes
All boxes which apply to you
should be completed. The filing system
will not accept incomplete Form 4 notifications.
Box 1 |
State the date specified in
the section 329 notice for determining the information to be provided in
response to the notice. For example,
you have issued a section 329 notice asking whether a person had an interest
in shares of the listed corporation on 31 December 2013, then the Specified Date would be 31 December 2013. |
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Box 2 |
Enter your stock code. |
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Box 3 |
Complete the name of the
listed corporation filing this Form 4. The system will auto-fill the name of the listed corporation based on
the stock code in Box 2. |
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Box 4 |
State the class of shares
specified in the section 329 notice.
If two classes of shares were specified in the section 329 notice then
you should submit separate Form 4 for each class of shares. |
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Box 5 |
If you have issued a section 329
notice only requiring information concerning shareholders holding shares
above a certain threshold – persons that are interested in more than a
specified number of shares - state that number. For example, if you only
require information concerning shareholders holding 100,000 shares or more,
state “100,000” in Box 5. If no
threshold has been applied to the section 329 notice, insert “nil” or leave
the box blank. |
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Box 6 |
If you are completing this
Form 4 on behalf of a listed corporation (for example, if you are the company
secretary), state your name in full as it appears on your Hong Kong identity
card (“HKID Card”). If you have no HKID Card, state your name in full as it appears on your passport.
If you are a PRC resident who does not have a HKID Card or a passport,
state your name as it appears on your PRC Resident Card. Data entered in this box will not be
available for viewing by the public when searching the DI pages of the HKEX
website. |
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Box 7 |
State your correspondence
address including the department that you work in. Data entered in this box will
not be available for viewing by the public when searching the DI pages of the
HKEX website. |
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Box 8 |
State your daytime telephone
number.
Data entered in this box will not be available for viewing by the
public when searching the DI pages of the HKEX website. |
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Box 9 |
State the email address at
which you can be contacted. Data entered in this box will not be
available for viewing by the public when searching the DI pages of the HKEX
website. |
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Box 10 |
State the name and
address of each person(s) who was sent a section 329 notice. It will normally be a CCASS participant
(such as a broker, an investment manager, a fund manager, a custodian or a
trustee) who holds the shares for another person. It could be a CCASS participant who owns
the shares beneficially. It could also
be a client of an intermediary whose name has been provided to you. State also the name of the contact person of the addressee of the notice and the e-mail address and telephone
number of the contact person. Example of how to complete Box 10 For example, assuming that you
have sent five section 329 notices to five different persons - ·
Trustee (Hong Kong) Co. Ltd of 10/F,
Trustee Tower, 110 ABC Street, Central, HK. Tel: 2123 4567 (contact person
Mr. Chan Tai Man, e-mail address chantaiman@trusteeco.com) ·
XYZ Securities Limited of 20 XYZ Street, Central,
HK. Tel: 2233 4455 (contact person Mr. David
Lau,
e-mail address david.lau@xyzsecurities.com) ·
ABC Bank Ltd of 35/F, ABC Bldg, 8 ABC Street,
Central, HK. Tel: 2987 6543 (contact person Mr. John Wong, e-mail address jwong@ABCBank.com) ·
Mr. Wong Ging Teng of Unit 1,
26/F, Wong Industrial Bldg, Chai Wan, HK. Tel: 3012 3210 (contact person
e-mail address wong@wongindustries.net) ·
DEF Investment Corp. Inc. of 34/F, DEF Building, 100
DEF Road, Central, HK. Tel: 2999 9998 (contact person Mr. Anthony Wood,
e-mail address awood@definvest.com) you would complete box 10 as follows -
Data entered in this box will not be available for viewing by the
public when searching the DI pages of the HKEX website. |
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Box 11 |
Set
out the information provided to you in response to each section 329 notice
issued by you concerning the persons interested in long position of the
shares of the listed corporation on the Specified Date (excluding interests
in shares which are the underlying shares of equity derivatives). This information will normally have been
provided to you by the intermediary concerned and will be a list of names and
other details of clients for whom it holds shares. If a section 329 notice is sent to an individual,
the responses by that individual should also appear in Box 11. Box 11 should be completed as follows – Column
1: State the name of the person in
whose names the shares are held (this will normally be the name of the person
in column 1 of Box 10) Column
2 : State
the long position of the person named in column 1 Column
3 : State the name of persons having
interests in the shares Example of how to complete
Box 11 For
example, the responses to 5 separate section 329 notices may reveal that - ·
Trustee (Hong Kong) Co. Ltd holds a long position of
2,000,000 shares for GHI Investment Co. Ltd of 2 GHI Street, Central, HK Tel:
2234 5678 who is interested in the shares as manager of a fund. ·
XYZ Securities Limited holds a long position of
18,000,000 shares and also has a short position of 15,000,000 shares borrowed
under a securities borrowing and lending agreement, for DEF Investment Corp.
Inc. of 34/F, DEF Building, 100 DEF Road, Central, HK Tel: 2999 9998 who is
interested in the shares as trustee. ·
ABC Bank Ltd holds a long position of 13,000,000
shares for ABC Trust Company Ltd. of 36/F, ABC Bldg, 8 ABC Street, Central,
HK Tel: 2987 6543 who is interested in the shares as custodian. ·
Mr. Wong Ging Teng of Unit 1, 26/F, Wong Industrial
Bldg, Chai Wan, HK Tel: 3012 3210 has a long position of 12,000,000 shares in
which he holds as beneficial owner. ·
DEF Investment Corp. Inc. holds a long position of
18,000,000 shares and also has a short position of 15,000,000 shares borrowed
under a securities borrowing and lending agreement, for Ms. Mary Wong of Unit 1, 26/F Wong Industrial Bldg, Chai Wan, HK Tel: 3012
3210 who is the beneficial owner. You
should then complete Box 11 as follows –
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Box 12 |
Set
out the information provided to you in response to each section 329 notice
issued by you concerning the persons interested in short position of the
shares of the listed corporation on the Specified Date (excluding interests
in shares which are the underlying shares of equity derivatives). This information will normally have been
provided to you by the intermediary concerned and will be a list of names and
other details of clients for whom it holds shares. If a section 329 notice is sent to an
individual, the responses by that individual should also appear in Box
12. Box 12 should be completed as
follows – Column
1: State the name of the person in
whose names the shares are held (this will normally be the name of the person
in column 1 of Box 10) Column
2: State
the short position of the person named in column 1 Column
3: State the name of persons having
interests in the shares Box 12
should be completed in the same manner as the example to Box 11 excepting
only column 2 which should relate only to short position in the shares. |
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Box 13 |
Set
out the information provided to you in response to each section 329 notice issued
by you concerning the persons interested in shares of the listed corporation
which are the underlying shares of equity derivatives on the Specified Date.
Box 13 should be completed in the same manner as the example to Box 11
excepting only columns 2 and 3 which should relate only to long and short
position from derivative interests respectively (and thus should not include
the interests that have already been disclosed in Box 11 or Box 12). |
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Box 14 |
If the reply to the section 329 notice
reveals any party to an agreement with other parties to acquire interests in
shares in the listed corporation in Box 3 in the circumstances set out in
section 317(1)(a) or (b) of the SFO, or any party to an agreement relating to
the exercise of any rights conferred by the holding of shares, complete Box
14. Column
1: State the names of all the
parties to the agreement Column
2: State the long position
(excluding derivative interests) of the person named in column 1 Column
3: State the short position
(excluding derivative interests) of the person named in column 1 Column 4: State the long position (derivative
interests only) of the person named in column 1 Column 5: State the short position (derivative
interests only) of the person named in column 1 Column
6: State the names of other
persons interested in the shares in column 2, 3, 4 or 5 |
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Box 15 |
If you
would like to supplement the information given in this Form 4, enter further
details in Box 15. The word limit of
this Box is 500 characters of text and numbers. |
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Box 16 |
Tick this box if this Form 4 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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Boxes 17 and 18 |
In Box 17, state the number of investigation report(s) attached or uploaded together with this Form 4. Investigation report(s) will not be available for
inspection by the public on HKEX website.
In Box 18, 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 referred to in Box
14. Concert party document(s) 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 any
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. |