A370
Ord. No. 63/88
Prosecution of offences
Limitation on
SECURITIES (DISCLOSURE OF INTERESTS)
(2) Where the affairs of a corporation are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his functions of management as if he were a director of the corporation.
(3) In this section “director”, in relation to an offence under section 28(8) or 31(6), includes a shadow director.
49. Without prejudice to the provisions of any other enactment relating to the prosecution of criminal offences and without prejudice to the powers of the Attorney General in relation to the prosecution of such offences, the Commissioner may institute proceedings in respect of any offence against this Ordinance that is punishable on summary conviction.
50. Notwithstanding section 26 of the Magistrates Ordinance, an commencement information or complaint relating to an offence under this Ordinance may of proceedings
be tried if it is laid or made, as the case may be, at any time within 3 years (Cap. 227)
after the commission of the offence or within 12 months after the first discovery thereof by the prosecutor, whichever period expires first.
Method of giving
notification to a
listed company
Form of
registers and indices
Regulations
Forms
51. Any notification required to be given to a listed company under this Ordinance may be given by leaving it at or sending it by post to the registered office of the listed company or, where the listed company does not have a registered office in Hong Kong, the listed company's principal place of business in Hong Kong.
52. (1) Any register or index required by this Ordinance to be kept by a company may be kept either by making entries in bound books or by recording the matters in question in any other manner.
(2) The power conferred on a company by subsection (1) includes power to keep the register or index by recording the matters in question otherwise than in a legible form so long as the recording is capable of being reproduced in a legible form.
(3) If any register or index required by this Ordinance to be kept by a company is kept by the company by recording the matters in question otherwise than in a legible form, any duty imposed on the company by virtue of this Ordinance to allow inspection of, or to furnish a copy of, the register or index or any part of it shall be deemed to be a duty to allow inspection of, or to furnish, a reproduction of the recording or of the relevant part of it in a legible form.
(4) Where any such register or index is not kept by making entries in a bound book, but by some other means, adequate precautions shall be taken for guarding against falsification and facilitating its discovery, and where default is made in complying with this subsection, the company and every officer of the company who is in default shall for every day during which the default continues be liable to a fine of $200.
53. The Governor in Council may make regulations--
(a) prescribing anything by this Ordinance required or permitted to be
prescribed by regulations; or
(b) generally for the better carrying out of this Ordinance.
54. The Commission may, by notice in the Gazette, specify forms to be used for the purposes of this Ordinance.
L
SECURITIES (DISCLOSURE OF INTERESTS)
Ord. No. 63/88
A371
SCHEDULE
[ss. 28, 29, 30, 31 & 34]
PROVISIONS SUPPLEMENTING AND INTERPRETING SECTIONS 28 TO 31
PART I
Rules for interpretation of the sections
1. (1) A reference to an interest in shares or debentures is to be read as including any interest of any kind whatsoever in shares or debentures.
(2) Accordingly, there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
2. Where property is held on trust and any interest in shares or debentures is comprised in the property, any beneficiary of the trust who (apart from this paragraph) does not have an interest in the shares or debentures is to be taken as having such an interest; but this paragraph is without prejudice to the following provisions of this Part of this Schedule.
3. (1) A person is taken to have an interest in shares or debentures if— (a) he enters into a contract for their purchase by him (whether for cash or
other consideration); or
(b) not being the registered holder, he is entitled to exercise any right conferred by the holding of the shares or debentures, or is entitled to control the exercise of any such right.
(2) For purposes of sub-paragraph (1)(b), a person is taken to be entitled to exercise or control the exercise of a right conferred by the holding of shares or debentures if he-
(a) has a right (whether subject to conditions or not) the exercise of which
would make him so entitled; or
(b) is under an obligation (whether or not so subject) the fulfilment of which
would make him so entitled.
(3) A person is not by virtue of sub-paragraph (1)(b) taken to be interested in shares or debentures by reason only that he—
(a) has been appointed a proxy to vote at a specified meeting of a listed company or of any class of its members and at any adjournment of that meeting; or
(b) has been appointed by a corporation to act as its representative at any
meeting of a listed company or of any class of its members.
4.
A person is taken to be interested in shares or debentures if a corporation is interested in them and---
(a) that corporation or its directors are accustomed to act in accordance with
his directions or instructions; or
(b) he is entitled to exercise or control the exercise of one-third or more of the
voting power at general meetings of that corporation.
5.
Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a corporation and that corporation is entitled to exercise or control the exercise of any of the voting power at general meetings of another corporation ("the effective voting power"), then, for purposes of paragraph 4(b), the effective voting power is taken to be exercisable by that person.
6.
(1) A person is taken to have an interest in shares or debentures if, other- wise than by virtue of having an interest under a trust—
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