A372
Ord. No. 63/88
(Cap. 333)
SECURITIES (DISCLOSURE OF INTERESTS)
(a) he has a right to call for delivery of the shares or debentures to himself or to
his order; or
(b) he has a right to acquire an interest in shares or debentures or is under an
obligation to take an interest in shares or debentures,
whether in any case the right or duty is conditional or absolute.
(2) Without prejudice to paragraph 1, rights or obligations to subscribe for shares or debentures are not to be taken, for purposes of sub-paragraph (1), to be rights to acquire, or obligations to take, an interest in shares or debentures.
7. Persons having a joint interest are deemed each of them to have that interest.
8. It is immaterial that shares or debentures in which a person has an interest are unidentifiable.
9. So long as a person is entitled to receive, during the lifetime of himself or another, income from trust property comprising shares or debentures, an interest in the shares or debentures in reversion or remainder is to be disregarded.
10. (1) A person is deemed to be uninterested in shares or debentures if, and so long as, he holds them as a bare trustee or as a custodian trustee.
(2) For the purposes of sub-paragraph (1) a person shall not be held not to be a bare trustee in respect of any property by reason only—
(a) that the person for whose benefit the property is held is not absolutely entitled thereto as against the trustee by reason only that he is an infant or is a person under a disability; or
(b) that the trustee has the right to resort to the property to satisfy any outstanding charge or lien or for the payment of any duty, tax, cost or other outgoing.
11. There shall be disregarded an interest of a person subsisting by virtue of— (a) any unit trust or mutual fund corporation authorized under section 15 of
the Securities Ordinance; or
(b) a charitable scheme made by order of any court of competent jurisdiction.
12. Delivery to a person's order of shares or debentures in fulfilment of a contract for the purchase of them by him or in satisfaction of a right of his to call for their delivery, or failure to deliver shares or debentures in accordance with the terms of such a contract or on which such a right falls to be satisfied, is deemed to constitute an event in consequence of the occurrence of which he ceases to be interested in them, and so is the lapse of a person's right to call for delivery of shares or debentures.
PART II
Periods within which duties imposed by section 28 must be fulfilled
13. (1) A duty imposed on a person by section 28(1)(a) to notify an interest must, if he knows of the existence of the interest at the commencement of this Ordinance, be performed before the expiration of the period of 5 days beginning with the day following the day appointed under section 1(2); otherwise it must be performed before the expiration of the period of 5 days beginning with the day next following that on which the existence of the interest comes to his knowledge.
(2) A duty imposed on a person by section 28(1)(b) to notify an interest must, if he knows of the existence of the interest on the day on which he becomes a director or, as the case may be, the chief executive, be performed before the expiration of the period of 5 days beginning with the day following that day.
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SECURITIES (DISCLOSURE OF INTERESTS)
Ord. No. 63/88
A373
(3) Otherwise, the duty must be performed before the expiration of the period of 5 days beginning with the day following that on which the existence of the interest comes to his knowledge.
14. (1) A duty imposed on a person by section 28(2) to notify the occurrence of an event must, if at the time at which the event occurs he knows of its occurrence and of the fact that its occurrence gives rise to the duty, be performed before the expiration of that period of 5 days beginning with the day following that on which the
event occurs.
(2) Otherwise, the duty must be performed before the expiration of a period of 5 days beginning with the day following that on which the fact that the occurrence of the event gives rise to the duty comes to his knowledge.
PART III
Circumstances in which duty imposed by section 28 is not performed
15. (1) Where an event of whose occurrence a director or chief executive is, by virtue of section 28(2)(a), under a duty to notify a company consists of his entering into a contract for the purchase by him of shares or debentures, the duty is not performed in the absence of inclusion in the notification of a statement of the price to be paid by him under the contract.
(2) A duty imposed on a director or chief executive by section 28(2)(b) is not performed in the absence of inclusion in the notification of the price to be received by him under the contract.
16. (1) A duty imposed on a director or chief executive by virtue of section 28(2)(c) to notify a company is not performed in the absence of inclusion in the notification of a statement of the consideration for the assignment (or, if it be the case that there is no consideration, that fact).
(2) Where an event of whose occurrence a director or chief executive is, by virtue of section 28(2)(d), under a duty to notify a company consists in his assigning a right, the duty is not performed in the absence of inclusion in the notification of a similar statement.
17. (1) Where an event of whose occurrence a director or chief executive is, by virtue of section 28(2)(d) under a duty to notify a company consists in the grant to him of a right to subscribe for shares or debentures, the duty is not performed in the absence of inclusion in the notification of a statement of—
(a) the date on which the right was granted;
(b) the period during which or the time at which the right is exercisable;
(c) the consideration for the grant (or, if it be the case that there is no
consideration, that fact); and
(d) the price to be paid for the shares or debentures.
(2) Where an event of whose occurrence a director or chief executive is, by section 28(2)(d), under a duty to notify a company consists in the exercise of a right granted to him to subscribe for shares or debentures, the duty is not performed in the absence of inclusion in the notification of a statement of—
(a) the number of shares or amount of debentures in respect of which the right
was exercised; and
(b) if it be the case that they were registered in his name, that fact, and, if not, the name or names of the person or persons in whose name or names they were registered, together (if they were registered in the names of 2 persons or more) with the number or amount registered in the name of each of them. 18. In this part, a reference to price paid or received includes any consideration other than money.