TNAG-1773-FCO40-2525-Hong-Kong-Exchange-Fund-Hong-Kong-Futures-Exchange-Limited--1988 — Page 23

A340

Ord. No. 63/88

1985 c. 6, s. 204(5)

1985 c. 6, s. 730(5)

Duty of

disclosure: the cases in which it may arise and

"the relevant

time"

1985 c. 6, s. 198

SECURITIES (DISCLOSURE OF INTERESTS)

(5) The temporary suspension of voting rights in respect of shares comprised in issued share capital of a listed company of any class does not affect the application of this Ordinance in relation to interests in those or any other shares comprised in that class.

(6) In section 9, and also in references elsewhere in this Ordinance to an agreement to which section 9 applies, "agreement" includes any agreement or arrangement; and references in section 9 to provisions of an agreement-

(a) accordingly include undertakings, expectations or understandings

operative under any arrangement; and

(b) (without prejudice to the above) also include any provisions,

whether express or implied and whether absolute or not.

(7) For the purposes of any provision of this Ordinance which provides that an officer of a corporation who is in default is liable to a fine or penalty, the expression "officer who is in default" means any officer or shadow director of the corporation who knowingly and wilfully authorizes or permits the default, refusal or contravention mentioned in that provision.

3.

(a)

PART II

DISCLOSURE OF INTERESTS IN SHARES

(1) Where a person either—

to his knowledge acquires an interest in shares comprised in a listed company's relevant share capital, or ceases to be interested in shares so comprised (whether or not retaining an interest in other shares so comprised); or

(b) becomes aware that he has acquired an interest in shares so com- prised or that he has ceased to be interested in shares so comprised in which he was previously interested,

then in the circumstances specified in section 4(4) and (5) he comes under a duty ("the duty of disclosure") to make notification to the listed company of the interests which he has, or had, in its shares.

(2) Where, otherwise than in circumstances within subsection (1), a person--

(a) is aware at the time when it occurs of any change of circumstances affecting facts relevant to the application of section 4 to an existing interest of his in shares comprised in a listed company's share ca- pital of any description; or

(b) otherwise becomes aware of any facts relevant to the application of section 4 (whether or not arising from any such change of cir- cumstances),

then in the circumstances specified in section 4(4) he comes under the duty of disclosure.

(3) The existence of the duty of disclosure in a particular case depends (in part) on circumstances obtaining before and after whatever is in that case the relevant time.

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