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.

 

Box 2

Enter your stock code.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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 -

 

Name

Address

Contact Person

e-mail address

Tel. Number

Trustee (Hong Kong) Co. Ltd

10/F, Trustee Tower, 110 ABC Street, Central, HK

Mr. Chan Tai Man

chantaiman@trusteeco.com

2123 4567

XYZ Securities Limited

20 XYZ Street, Central, HK

Mr. David Lau

david.lau@xyzsecurities.com

2233 4455

ABC Bank Ltd

35/F, ABC Bldg, 8 ABC Street, Central, HK

Mr. John Wong

jwong@ABCBank.com

2987 6543

Mr. Wong Ging Teng

Unit 1, 26/F, Wong Industrial Bldg, Chai Wan, HK

Mr. Wong Ging Teng

wong@wongindustries.net

3012 3210

DEF Investment Corp. Inc.

34/F, DEF Building, 100 DEF Road, Central, HK

Mr. Anthony Wood

awood@definvest.com

2999 9998

 

Data entered in this box will not be available for viewing by the public when searching the DI pages of the HKEX website.

 

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 –

 

Name

Total number of shares (long position)

Name of person interested in shares

Trustee (Hong Kong) Co. Ltd

2,000,000

GHI Investment Co. Ltd

XYZ Securities Limited

18,000,000

DEF Investment Corp. Inc.

ABC Bank Ltd

13,000,000

ABC Trust Company Ltd.

Mr. Wong Ging Teng

12,000,000

Mr. Wong Ging Teng

DFG Investment Corp. Inc.

18,000,000

Ms. Mary Wong

 

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.

 

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).

 

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

 

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.

 

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.

 

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.