A358
Ord. No. 63/88
Duty of director and chief executive
to disclose interests in own listed company or associated corporation
[cf. 1985 c. 6, s. 324]
SECURITIES (DISCLOSURE OF INTERESTS)
(2) Any such member or other person may require a copy of any such register or report, or any part of it, on payment of $1 or such less sum as the company may prescribe by regulation, for every 100 words or fractional part of 100 words required to be copied; and the company shall cause any copy so required by a person to be sent to him before the expiration of the period of 10 days beginning with the day next following that on which the requirement is received by the company.
(3) If an inspection required under this section is refused or a copy so required is not sent within the proper period, the 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.
(4) In the case of a refusal of an inspection required under this section of any register or report, the High Court may by order compel an immediate inspection of it; and in the case of failure to send a copy required under this section, the High Court may by order direct that the copy required shall be sent to the person requiring it.
(5) The regulations may substitute a sum specified in the regulations for the sum for the time being mentioned in subsection (2).
PART III
DISCLOSURE OF INTERESTS OF Directors, ChHIEF EXECUTIVES and THEIR FAMILIES
28. (1) A person who--
(a) at the commencement of this Ordinance is a director or chief executive of a listed company and is then interested in shares in, or debentures of, the listed company or any associated corporation;
or
(b) becomes a director or chief executive of a listed company and at the time when he does so is interested in shares in, or debentures of, the listed company or any associated corporation,
is under a duty to notify the company in writing-
(i) of the subsistence of his interests at that time; and
(ii) of the number of shares of each class in, and the amount of deben- tures of each class of, the listed company or associated corporation in which each interest of his subsists at that time.
(2) A director or chief executive of a listed company is under a duty to notify the company in writing of the occurrence, while he is a director or chief executive, of any of the following events-
(a) any event in consequence of whose occurrence he becomes, or ceases to be, interested in shares in, or debentures of, the listed company or any associated corporation;
(b) the entering into by him of a contract to sell any such shares or
debentures;
(c) the assignment by him of a right granted to him by the listed com-
pany to subscribe for shares in, or debentures of, the company;
C
SECURITIES (DISCLOSURE OF INTERESTS)
Ord. No. 63/88
A359
(d) the grant to him by another corporation, being an associated corporation, of a right to subscribe for shares in, or debentures of, that associated corporation, the exercise of such a right granted to him and the assignment by him of such a right so granted; and (e) any event in consequence of which a corporation becomes an associated corporation where he is immediately after the event interested in shares in, or debentures of, the corporation,
and notification to the listed company must state the number or amount, and class, of shares or debentures involved.
(3) The Schedule has effect in connection with subsections (1) and (2) Schedule above; and of the Schedule-
(a) Part I contains rules for the interpretation of, and otherwise in relation to, subsections (1) and (2) and applies in determining, for purposes of those subsections, whether a person has an interest in shares or debentures;
(b) Part II applies with respect to the periods within which duties
imposed by subsections (1) and (2) must be performed; and
(c) Part III specifies certain circumstances in which duties arising
from subsection (2) are deemed not to be performed.
(4) Subsections (1) and (2) are subject to any exceptions for which provision may be made by regulations.
(5) Subsection (2) does not require the notification by a person of the occurrence of an event whose occurrence comes to his knowledge after he has ceased to be a director or chief executive.
(6) A duty imposed by this section is deemed not to be performed unless the notice by means of which it purports to be performed is expressed to be given in performance of that duty.
(7) This section applies to shadow directors as to directors; but nothing in it operates so as to impose a duty with respect to shares in a corporation which is the wholly-owned subsidiary of another corporation for the purposes of section 124 of the Companies Ordinance.
(8) A person who-
(a) fails to perform, within the proper period, a duty to which he is
subject under subsection (1) or (2); or
(b) in purported performance of a duty to which he is so subject, makes to the listed company a statement which he knows to be false, or recklessly makes to it a statement which is false, 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.
(Cap. 32)
29. (1) Every listed company shall keep in Hong Kong a register for Register of the purposes of section 28.
directors' interests
(2) Whenever a listed company receives information from a director notified under or chief executive given in performance of a duty imposed on him by section section 28 28, it is under a duty to enter in the register, against the director's or, as the 1985 c. 6, s. 325 case may be, the chief executive's name, the information received and the date of the entry.
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