A350
Other
provisions about notification
under this part 1985 c. 6, s. 210
Ord. No. 63/88
SECURITIES (DISCLOSURE OF INTERESTS)
(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.
15. (1) Where a person authorizes another ("the agent") to acquire or dispose of, on his behalf, interests in shares comprised in relevant share capital of listed company, he shall secure that the agent notifies him immediately of acquisitions or disposals effected by the agent which will or may give rise to any duty of disclosure imposed on him by this Part with respect to his interest in that share capital.
(2) A duty of disclosure imposed on a person by any provision of sections 3 to 7 is deemed not to be performed unless the notification by means of which it purports to be performed identifies him and gives his address and, in a case where he is a director or chief executive of the company, is expressed to be given in performance of that duty.
(3) A person who-
(a) fails to perform, within the proper period, a duty of disclosure
imposed on him by this Part;
(b) in purported performance of any such duty makes to a company a statement which he knows to be false, or recklessly makes to a company a statement which is false;
(c) fails to perform, within the proper period, a duty to give another
person a notification required by section 11; or
(d) fails without reasonable excuse to comply with subsection (1), commits an offence and is liable on summary conviction to a fine of $10,000 and to imprisonment for 6 months and on conviction upon indictment to a fine of $100,000 and to imprisonment for 2 years.
(4) It is a defence for a person charged with an offence under subsection (3)(c) to prove that it was not possible for him to give the notification to the other person required by section 11 within the proper period, and either-
(a) that it has not since become possible for him to give the notifica-
tion so required; or
(b) that he gave the notification as soon after the end of that period as
it became possible for him to do so.
(5) Where a person is convicted of an offence under this section (other than an offence relating to his ceasing to be interested in a company's shares), the Financial Secretary may by order direct that the shares in relation to which the offence was committed shall, until further order, be subject to the restrictions of Part V.
(6) An order under subsection (5) may be made notwithstanding any power in the company's memorandum or articles enabling the company to impose similar restrictions on those shares.
SECURITIES (DISCLOSURE OF INTERESTS)
Ord. No. 63/88
A351
interests in shares 1985 c. 6, s. 211
16. (1) Every listed company shall keep a register for the purposes of Register of sections 3 to 7, and whenever the company receives information from a person in consequence of the performance of a duty imposed on him by any of those sections, it is under a duty to inscribe in the register, against that person's name, that information and the date of the inscription.
(2) Without prejudice to subsection (1), where a listed company receives a notification under this Part which includes a statement that the person making the notification, or any other person, has ceased to be a party to an agreement to which section 9 applies, the listed company is under a duty to record that information against the name of that person in every place where his name appears in the register as a party to that agreement (including any entry relating to him made against another person's name).
(3) A duty imposed by subsection (1) or (2) must be performed within the period of 3 days next following the day on which it arises.
(4) The listed company is not, by virtue of anything done for the purposes of this section, affected with notice of, or put upon enquiry as to, the rights of any person in relation to any shares.
(5) The register must be so made up that the entries against the several names entered in it appear in chronological order.
(6) Unless the register is in such form as to constitute in itself an index, the listed company shall keep an index of the names entered in the register which shall in respect of each name contain a sufficient indication to enable the information entered against it to be readily found; and the listed company shall, within 10 days after the date on which a name is entered in the register, make any necessary alteration in the index.
(7) Subject to section 283 of the Companies Ordinance if the company (Cap. 32) ceases to be a listed company it shall continue to keep the register and any associated index until the end of the period of 6 years beginning with the day next following that on which it ceases to be such a listed company.
(8) The register and any associated index-
(a) shall be kept at the place at which the register required to be kept
by the company by section 29 is kept; and
(b) subject to the next subsection, shall be available for inspection in
accordance with section 27.
(9) Neither the register nor any associated index shall be available for inspection in accordance with that section in so far as it contains information with respect to a company for the time being entitled to avail itself of the benefit conferred by section 128(3) or 129(3) of the Companies (Cap. 32) Ordinance.
(10) If default is made in complying with subsection (1) or (2), or with any of subsections (5) to (7), the listed company and every officer of it who is in default commits an offence and is liable to a fine of $2,000 and, in the case of a continuing offence, to a further fine of $200 for each day during which the offence continues.
(11) In this section "register", unless the context otherwise requires, means the register a listed company is, by subsection (1), required to keep.
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