1964_SECURITIES_(DISCLOSURE_OF_INTERESTS)_ORDINANCE — Page 6

HK Historical Laws 香港歷史法例 All AI Reviewed

1988 Ed.]

Securities (Disclosure of Interests)

[CAP. 396

Provided that a person shall not be deemed to be a shadow director by reason only that the directors act on advice given by him in a professional capacity;

"shares" means shares in the share capital of a corporation, and includes stock

except where a distinction between stock and shares is express or implied; "subsidiary" means any company which is a subsidiary within the meaning of

section 2(4), (5) and (6) of the Companies Ordinance (Cap. 32);

"Unified Exchange" means the stock market established under section 27 of the

Stock Exchanges Unification Ordinance (Cap. 361).

(2) In this Ordinance securities are deemed to be listed on the Unified

Exchange when the Unified Exchange has, on the application of the company

which issued the securities, or on the application of any holder of the securities, agreed to allow, subject to the requirements of the Securities Ordinance, dealings in those securities to take place on the Unified Exchange, and notwithstanding that dealings in such securities have been suspended, they shall continue to be deemed to be so listed throughout such suspension.

(3) For the purposes of paragraph (b) of the definition of “associated corporation" in subsection (1) the information referred to in that paragraph shall be deemed to have been stated in, or in a note on, or statement annexed to, the accounts on the day on which the company commences to send out copies of the accounts to its members under section 129G of the Companies Ordinance; and to have ceased to have been so stated, on the day on which the company commences so to send out copies of the accounts, being accounts from which such information is omitted, in any subsequent financial year of the company.

(4) Where a listed company's share capital is divided into different classes of shares, references in this Ordinance to a percentage of the nominal value of its relevant share capital are to a percentage of the nominal value of the issued shares comprised in each of the classes taken separately. [cf. U.K. 1985 c. 6, s. 198(2)]

(5) The temporary suspension of voting rights in respect of shares comprised in issued share capital of a listed company of any class does not affect the application of this Ordinance in relation to interests in those or any other shares comprised in that class.

(6) In section 9, and also in references elsewhere in this Ordinance to an agreement to which section 9 applies, "agreement" includes any agreement or arrangement; and references in section 9 to provisions of an agreement-

(a) accordingly include undertakings, expectations or understandings

operative under any arrangement; and

(b) (without prejudice to the above) also include any provisions, whether express or implied and whether absolute or not. [cf. U.K. 1985 c. 6, s. 204(5)]

(7) For the purposes of any provision of this Ordinance which provides that an officer of a corporation who is in default is liable to a fine or penalty, the expression "officer who is in default” means any officer or shadow director of the corporation who knowingly and wilfully authorizes or permits the default, refusal or contravention mentioned in that provision. [cf. U.K. 1985 c. 6, s. 730(5)]

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1988 Ed.] Securities (Disclosure of Interests) [CAP. 396 5 Provided that a person shall not be deemed to be a shadow director by reason only that the directors act on advice given by him in a professional capacity; "shares" means shares in the share capital of a corporation, and includes stock except where a distinction between stock and shares is express or implied; "subsidiary" means any company which is a subsidiary within the meaning of section 2(4), (5) and (6) of the Companies Ordinance (Cap. 32); "Unified Exchange" means the stock market established under section 27 of the Stock Exchanges Unification Ordinance (Cap. 361). (2) In this Ordinance securities are deemed to be listed on the Unified Exchange when the Unified Exchange has, on the application of the company which issued the securities, or on the application of any holder of the securities, agreed to allow, subject to the requirements of the Securities Ordinance, dealings in those securities to take place on the Unified Exchange, and notwithstanding that dealings in such securities have been suspended, they shall continue to be deemed to be so listed throughout such suspension. (3) For the purposes of paragraph (b) of the definition of “associated corporation" in subsection (1) the information referred to in that paragraph shall be deemed to have been stated in, or in a note on, or statement annexed to, the accounts on the day on which the company commences to send out copies of the accounts to its members under section 129G of the Companies Ordinance; and to have ceased to have been so stated, on the day on which the company commences so to send out copies of the accounts, being accounts from which such information is omitted, in any subsequent financial year of the company. (4) Where a listed company's share capital is divided into different classes of shares, references in this Ordinance to a percentage of the nominal value of its relevant share capital are to a percentage of the nominal value of the issued shares comprised in each of the classes taken separately. [cf. U.K. 1985 c. 6, s. 198(2)] (5) The temporary suspension of voting rights in respect of shares comprised in issued share capital of a listed company of any class does not affect the application of this Ordinance in relation to interests in those or any other shares comprised in that class. (6) In section 9, and also in references elsewhere in this Ordinance to an agreement to which section 9 applies, "agreement" includes any agreement or arrangement; and references in section 9 to provisions of an agreement- (a) accordingly include undertakings, expectations or understandings operative under any arrangement; and (b) (without prejudice to the above) also include any provisions, whether express or implied and whether absolute or not. [cf. U.K. 1985 c. 6, s. 204(5)] (7) For the purposes of any provision of this Ordinance which provides that an officer of a corporation who is in default is liable to a fine or penalty, the expression "officer who is in default” means any officer or shadow director of the corporation who knowingly and wilfully authorizes or permits the default, refusal or contravention mentioned in that provision. [cf. U.K. 1985 c. 6, s. 730(5)]

Baseline (Original)

1988 Ed.] Securities (Disclosure of Interests) [CAP. 396 5 Provided that a person shall not be deemed to be a shadow director by reason only that the directors act on advice given by him in a professional capacity; "shares" means shares in the share capital of a corporation, and includes stock except where a distinction between stock and shares is express or implied; "subsidiary" means any company which is a subsidiary within the meaning of section 2(4), (5) and (6) of the Companies Ordinance (Cap. 32); "Unified Exchange" means the stock market established under section 27 of the Stock Exchanges Unification Ordinance (Cap. 361). (2) In this Ordinance securities are deemed to be listed on the Unified Exchange when the Unified Exchange has, on the application of the company 4/2 Exchangered which issued the securities, or on the application of any holder of the securities, agreed to allow, subject to the requirements of the Securities Ordinance, dealings in those securities to take place on the Unified Exchange, and notwithstanding that dealings in such securities have been suspended, they shall continue to be deemed to be so listed throughout such suspension. (3) For the purposes of paragraph (b) of the definition of “associated corporation" in subsection (1) the information referred to in that paragraph shall be deemed to have been stated in, or in a note on, or statement annexed to, the accounts on the day on which the company commences to send out copies of the accounts to its members under section 129G of the Companies Ordinance; and to have ceased to have been so stated, on the day on which the company commences so to send out copies of the accounts, being accounts from which such information is omitted, in any subsequent financial year of the company. (4) Where a listed company's share capital is divided into different classes of shares, references in this Ordinance to a percentage of the nominal value of its relevant share capital are to a percentage of the nominal value of the issued shares comprised in each of the classes taken separately. [cf. U.K. 1985 c. 6, s. 198(2)] (5) The temporary suspension of voting rights in respect of shares comprised in issued share capital of a listed company of any class does not affect the application of this Ordinance in relation to interests in those or any other shares comprised in that class. (6) In section 9, and also in references elsewhere in this Ordinance to an agreement to which section 9 applies, "agreement" includes any agreement or arrangement; and references in section 9 to provisions of an agreement- (a) accordingly include undertakings, expectations or understandings operative under any arrangement; and (b) (without prejudice to the above) also include any provisions, whether express or implied and whether absolute or not. [cf. U.K. 1985 c. 6, s. 204(5)] (7) For the purposes of any provision of this Ordinance which provides that an officer of a corporation who is in default is liable to a fine or penalty, the expression "officer who is in default” means any officer or shadow director of the corporation who knowingly and wilfully authorizes or permits the default, refusal or contravention mentioned in that provision. [cf. U.K. 1985 c. 6, s. 730(5)]

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