TNAG-1964-FCO40-2796-Hong-Kong-Pension-Benefits-(Miscellaneous-Amendments)-Bill-1-1989 — Page 34

A362

Ord. No. 63/88

Schedule

Duty to notify Unified Exchange, Commissioner

and

Commissioner of Banking of matters notified

under preceding

sections

[cf. 1985 c. 6, s. 329]

Power to

investigate

ownership of a listed company

SECURITIES (DISCLOSURE OF INTERESTS)

(5) A duty imposed by subsection (3) on a director or chief executive must be performed by him before the end of 5 days beginning with the day following that on which the occurrence of the event giving rise to it comes to his knowledge.

(6) A person who—

(a) fails to perform, within the proper period, a duty to which he is

subject under subsection (3); or

(b) in purported performance of such a duty, makes to a listed company a statement which he knows to be false, or recklessly makes to a listed company 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.

(7) The rules set out in Part I of the Schedule have effect for the interpretation of, and otherwise in relation to, subsections (1) and (2); and subsections (6) and (7) of section 28 apply with any requisite modification.

(8) For purposes of section 29, a duty imposed on a director or chief executive by this section is deemed to be imposed by section 28.

32. (1) Whenever a listed company is notified of any matter by a director, chief executive or shadow director in consequence of the performance of a duty imposed by section 28 or 31, and that matter relates to listed shares or listed debentures, the company is under a duty to notify the Unified Exchange and the Commissioner of that matter.

(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 is notified of any matter by a director, chief executive or shadow director in consequence of the performance of a duty imposed by section 28 or 31, and that matter relates to listed shares or listed debentures, the company is under a duty (in addition to the duty imposed by subsection (1)) to notify the Commissioner of Banking of that matter.

(4) A duty imposed on a listed company by subsection (1) or (3) must be fulfilled before the end of the day next following that on which it arises. (5) If default is made in complying with this section, the listed company and every officer of it who is in default commits an offence and is liable to a fine of $2,000.

PART IV

POWER TO INVESTIGATE Listed Company OWNERSHIP

33. (1) Where it appears to the Financial Secretary that there is good reason to do so, he may appoint one or more competent inspectors to investigate and report on the membership of any listed company, and 1985 c. 6, s. 442 otherwise with respect to the company, for the purpose of determining the true persons who are or have been financially interested in the success or failure (real or apparent) of the company or able to control or materially to influence its policy.

SECURITIES (DISCLOSURE OF INTERESTS)

Ord. No. 63/88

A363

(2) The appointment of an inspector under this section may define the scope of the investigation (whether as respects the matter or the period to which it is to extend or otherwise) and in particular may limit the investigation to matters connected with particular shares or debentures.

(3) If application for an investigation under this section with respect to particular shares or debentures of a listed company is made to the Financial Secretary by members of the listed company, and the number of applicants or the number of shares held by them is not less than the number required for an application for the appointment of inspectors under section 142(1) of the Companies Ordinance

(a) the Financial Secretary shall appoint an inspector to conduct the investigation (unless he is satisfied that the application is vexatious); and

(b) the inspector's appointment shall not exclude from the scope of the investigation any matter which the application seeks to have included, except in so far as the Financial Secretary is satisfied that it is unreasonable for that matter to be investigated.

(4) Subject to the terms of his appointment, an inspector's powers extend to the investigation of any circumstances suggesting the existence of an arrangement or understanding which, though not legally binding, is or was observed or likely to be observed in practice and which is relevant to the purposes of the investigation.

(5) The Financial Secretary may, before appointing an inspector, require the applicant or applicants to give security, to an amount not exceeding $50,000, or such other sum as may be prescribed by regulations, for payment of the costs of the investigation.

(Cap. 32)

34. (1) If it appears to the Financial Secretary that there are Investigation of circumstances suggesting that contraventions may have occurred in relation share dealings to a listed company's shares or debentures, of section 28 (taken with the 1985 c. 6, s. 446 Schedule), or of section 31(3) to (5) he may appoint one or more competent Schedule inspectors to carry out such investigations as are requisite to establish whether or not such contraventions have occurred and to report the result of their investigations to him.

(2) The appointment of an inspector under this section may limit the period to which the investigation is to extend or confine it to shares or debentures of a particular class, or both.

35. (1) If an inspector appointed under section 33 or 34 thinks it Inspector's necessary for the purposes of his investigation to investigate also the powers during

investigation ownership of any shares in or debentures of another corporation which is or at any relevant time has been an associated corporation of the listed cf. 1985 c. 6,

s. 443] company he shall have power to do so and shall report on the ownership of the shares or debentures of the other corporation so far as he thinks that the results of his investigation of those shares or debentures are relevant to the investigation of the ownership of shares in or debentures of the listed company.

(2) An inspector appointed under either section may at any time in the course of his investigation, without the necessity of making an interim report, inform the Financial Secretary of matters coming to his knowledge as a result of the investigation tending to show that an offence has been committed.