TNAG-1964-FCO40-2796-Hong-Kong-Pension-Benefits-(Miscellaneous-Amendments)-Bill-1-1989 — Page 29

A352

Ord. No. 63/88

(Cap. 32)

Duty to notify Unified Exchange, Commissioner

and

Commissioner

of Banking of information notified under this Part

Company investigations 1985 c. 6. s. 212

SECURITIES (DISCLOSURE OF INTERESTS)

(12) For the purpose of this section "books and papers" in section 283 of the Companies Ordinance shall be contrued as including the register and associated index required to be kept by a listed company under this section.

17. (1) Whenever a listed company receives information from a person in consequence of the performance of a duty imposed on him by any provisions of sections 3 to 7, and that information relates to listed shares, the company is under a duty to notify the Unified Exchange and the Com- missioner of that information.

(2) Upon receipt of any information under subsection (1) the Unified Exchange shall forthwith publish such information in such manner and for such period as may be approved by the Commissioner.

(3) Whenever a listed company that is or is the holding company of an authorized financial institution receives information from a person in consequence of the performance of a duty imposed on him by any provisions of sections 3 to 7, and that information relates to listed shares, the company is under a duty (in addition to the duty imposed by subsection (1)) to notify the Commissioner of Banking of that information.

(4) A duty imposed on a listed company by subsection (1) or (3) must be performed before the end of the day next following that on which it arises.

(5) If a listed company makes default in complying with this section the company and every officer of it who is in default commits an offence and is liable to a fine of $2,000.

18. (1) A listed company may by notification in writing require a person whom the company knows or has reasonable cause to believe to be or, at any time during the 3 years immediately preceding the date on which the notification is issued, to have been interested in shares comprised in the company's relevant share capital—

(a) to confirm that fact or (as the case may be) to indicate whether or

not it is the case; and

(b) where he holds or has during that time held an interest in shares so comprised, to give such further information as may be required in accordance with subsection (2).

(2) A notification under subsection (1) may require the person to whom it is addressed-

(a) to give particulars of his own past or present interest in shares comprised in relevant share capital of the company (held by him at any time during the 3-year period mentioned in subsection (1)); (b) where the interest is a present interest and any other person's interest in the shares subsists or, in any case, where any other person's interest in the shares subsisted during that 3-year period at any time when his own interest subsisted, to give (so far as lies within his knowledge) such particulars with respect to that other person's interest as may be required by the notification;

(c) where his interest is a past interest, to give (so far as lies within his knowledge) particulars of the identity of the person who held that interest immediately upon his ceasing to hold it.

SECURITIES (DISCLOSURE OF INTERESTS)

Ord. No. 63/88

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(3) The particulars referred to in subsection (2)(a) and (b) include particulars of the identity of persons interested in the shares in question and of whether persons interested in the same shares are or were parties to any agreement to which section 9 applies or to any agreement or arrangement relating to the exercise of any rights conferred by the holding of the shares.

(4) A notification under subsection (1) shall require any information given in response to the notification to be given in writing within such reasonable time as may be specified in the notification.

(5) Sections 8 to 10 and 13 (with the omission of the reference in section 13 to section 14) apply for the purpose of construing references in this section to persons interested in shares and to interests in shares respectively, as they apply in relation to sections 3 to 6.

(6) This section applies in relation to a person who has or previously had, or is or was entitled to acquire, a right to subscribe for shares in a listed company which would on issue be comprised in relevant share capital of that company as it applies in relation to a person who is or was interested in shares so comprised; and references in this section to an interest in shares so comprised and to shares so comprised are to be read accordingly in any such case as including respectively any such right and shares which would on issue be so comprised.

19. (1) Whenever in pursuance of a requirement imposed by a listed company on a person under section 18 the listed company receives information to which this section applies relating to shares comprised in its relevant share capital, it is under a duty to enter against the name of the registered holder of those shares, in a separate part of its register of interests in shares-

(a) the fact that the requirement was imposed and the date on which it

was imposed; and

(b) any information to which this section applies received in

pursuance of the requirement.

(2) This section applies to any information received in pursuance of a requirement imposed by section 18 which relates to the present interests held by any persons in shares comprised in relevant share capital of the company in question.

(3) Subsections (3) to (10) of section 16 apply in relation to any part of the register maintained in accordance with subsection (1) of this section as they apply in relation to the remainder of the register, reading references to subsection (1) of section 16 to include subsection (1) of this section.

Registration of interests

disclosed under section 18 1985 c. 6, s. 213

20. (1) Whenever in pursuance of a requirement imposed by a listed Duty to notify company on a person under section 18 the listed company receives Unified

Exchange, information to which this section applies, and that information relates to Commissioner listed shares, the company is under a duty to notify the Unified Exchange and and the Commissioner of that information.

Commissioner of Banking of

disclosed under section 18

(2) Upon receipt of any information under subsection (1) the Unified interests Exchange shall forthwith publish such information in such manner and for such period as may be approved by the Commissioner.