Standard Codes


 

 

FORM 3A – DIRECTOR/CHIEF EXECUTIVE NOTICE

 

NOTIFICATION OF INTERESTS IN SHARES OF LISTED CORPORATION

 

General Notes

 

 

1.                    This Form 3A is for use by a director or chief executive disclosing an interest in shares of a Hong Kong listed corporation of which he/she is a director or chief executive under Part XV of the Securities and Futures Ordinance (Cap.571) (SFO).  You must complete the notice in accordance with the directions and instructions in these Notes and then file the notice with The Stock Exchange of Hong Kong Limited (SEHK).

 

 

2.                    Use :

 

Form 1                    if you are an individual with an interest of 5% or more of the voting shares of a listed corporation making a disclosure (and are not a director or chief executive of the listed corporation).

Form 2                    if you are a corporation with an interest of 5% or more of the voting shares of a listed corporation making a disclosure.

Form 3B                  if you are notifying interests in shares of any associated corporation of the listed corporation of which you are a director or chief executive.

Form 3C                  if you are notifying interests in debentures of the listed corporation of which you are a director or chief executive.

Form 3D                 if you are notifying interests in debentures of any associated corporation of the listed corporation of which you are a director or chief executive.

Form 4                    if you are a listed corporation that is required by section 330(1) or 333(1) of the SFO to notify the SEHK of information received in pursuance of a requirement imposed by the listed corporation under section 329 of the SFO, or to deliver a report prepared under section 332 of the SFO to the SEHK.

 

Please use separate forms to disclose your interests if you are interested in (i) more than one class of shares or debentures of a listed corporation of which you are a director or chief executive, or an associated corporation of that listed corporation; or (ii) shares or debentures of more than one associated corporation of a listed corporation of which you are a director or chief executive.  Chinese versions of these forms are also available.

 

 

Meaning of you and shares in Form 3A and these Notes

 

3.                    In Form 3A and these Notes the word you” refers to the person that is the director or chief executive.  The term “shares” describes interests in the shares of the listed corporation of which you are a director or a chief executive.

 

 

Relevant event and Initial Notification

 

4.                    You must give notification of interests in shares of a listed corporation, and any short position (explained in General Note 12 below) on the occurrence of certain events - called relevant events (see section 308 of the SFO).  If you are a director or chief executive of a listed corporation, relevant events include :

 

(i)                   When you become interested in the shares of the listed corporation.

(ii)                 When you cease to be interested in such shares.

(iii)                When you enter into a contract to sell any such shares.

(iv)                When you assign any right granted to you by the listed corporation to subscribe for such shares.

(v)                 When the nature of your interest in such shares changes (e.g. on exercise of an option).

(vi)                When you come to have, or cease to have, a short position in the shares of a listed corporation.

(vii)              If you have an interest, or a short position, in shares of a listed corporation at the time when it becomes a listed corporation.

(viii)             If you have an interest, or a short position, in shares of a listed corporation when you become a director or chief executive of that corporation.

 

A notification of relevant events (vii) and (viii) is described in Form 3A and these Notes as an Initial Notification”.

 

 

Timing of notification

 

5.                    In the case of events (i) to (vi) in General Note 4, you must give the notification within 3 business days of the day you became aware of the relevant event.  The term business day means a day other than a Saturday, a public holiday and a day on which a black rainstorm warning, or a gale warning, is in force.  The period is calculated excluding the day that the relevant event occurred.

 

6.                    For an Initial Notification, you must normally give the notification on this Form 3A within 10 business days after the relevant event.  However, if at that date you were not aware that you had an interest, or a short position, then you must give the notification within 10 business days of the day you became aware that you had such an interest or short position.

 

The period allowed for filing a notice runs from the time you know of the facts that constitute the event (e.g. the purchase of the shares or the delivery of the shares), not the day that you realize that the event gave rise to a duty of disclosure under Part XV of the SFO.

 

 

Working out the percentage figure of your interest

 

7.                   In Boxes 25 and 26 of Form 3A you are asked to state the percentage figure of your interest in shares of the listed corporation. To work this out you express the total number of shares in which you are interested as a percentage of the number of shares of the listed corporation, of the same class, in issue (i.e. the number in Box 6).  Round this figure to two decimal places.

 

 

8.                    In calculating the total number of shares in which you are interested you must include all joint interests (see Specific Note to Box 31 below), interests through equity derivatives (see General Note 10 below) and any such interests in shares of the same listed corporation that any of the following persons and trusts have :

 

(i)                   Your spouse and any child of yours under the age of 18 (see Specific Notes to Box 29);

(ii)                 A corporation which you control (a corporation is a controlled corporation” if you control, directly or indirectly, one-third or more of the voting power at general meetings of the corporation, or if the corporation or its directors are accustomed to act in accordance with your directions) (see Specific Notes to Box 30);

(iii)                A trust, if you are a trustee of the trust (other than a trust where you are a bare trustee i.e. where you have  no powers or duties except to transfer the shares according to the directions of the beneficial owner) (see Specific Notes to Box 32);

(iv)                A discretionary trust, if you are the founder of the trust (e.g. you had the trust set up or put assets into it), and can influence how the trustee exercises his discretion (see Specific Notes to Box 32);

(v)                 A trust of which you are a beneficiary; or

(vi)                All persons who have agreed to act in concert to acquire interests in shares in the listed corporation, if you are a party to the agreement (see Specific Notes to Box 33).

 

 

9.                    You must also count as your short position any short positions that the persons and trusts mentioned in General Note 8 have.  This may create a short position (if you do not have a short position already) or increase the size of your short position.

 

 

10.                 In calculating the level of your interest in shares you must add together both direct and indirect interests. You must not net off long positions and short positions but must disclose them separately.  Indirect interests include interests in shares underlying equity derivatives.  Equity derivatives include instruments such as options, warrants, stock futures and are referred to in these Notes as derivatives.  Underlying shares are the shares that may be required to be delivered to you, or by you, under the derivatives, and include the shares used to determine the price or value of the derivatives (e.g. In the case of an issue of European Style Cash Settled Call Warrants 2001-2002 relating to ordinary shares of HK$10.00 each in XYZ Ltd. issued by ABC Investment Bank the underlying shares are ordinary shares of HK$10.00 each in XYZ Ltd.).

 

 

Long positions and short positions

 

11.                 You have a long position” if you have an interest in shares, including interests through holding, writing or issuing financial instruments (including derivatives) under which, for example :

 

(i)                   you have a right to take the underlying shares;

(ii)                 you are under an obligation to take the underlying shares;

(iii)                you have a right to receive from another person an amount if the price of the underlying shares is above a certain level;

(iv)                you are under an obligation to pay another person an amount if the price of the underlying shares is below a certain level; or

(v)                 you have any of the rights or obligations referred to in (i) to (iv) above embedded in a contract or instrument.

 

 

 

12.                 You have a short position if you borrow shares under a securities borrowing and lending agreement, or if you hold, write or issue financial instruments (including derivatives) under which, for example :

 

(i)                   you have a right to require another person to take the underlying shares;

(ii)                 you are under an obligation to deliver the underlying shares;

(iii)                you have a right to receive from another person an amount if the price of the underlying shares is below a certain level;

(iv)                you have an obligation to pay another person an amount if the price of the underlying shares is above a certain level; or

(v)                 you have any of the rights or obligations referred to in (i) to (iv) embedded in a contract or instrument.

 

 

13.                 The number of shares in which you are taken to be interested, or to have a short position, through derivatives is:

 

(i)                   the number of shares that may have to be delivered to you, or by you, on the exercise of rights under the derivatives;

(ii)                 the number of shares by reference to which the amount payable under the derivatives is derived or determined; or

(iii)                (in the case of stock futures contracts) the contract multiplier times the number of contracts you hold.

 

If any party to a derivative can choose whether to settle in cash or by delivery then use (i) to work out the number of shares in which you are interested.  If it is not possible to determine precisely the number of shares in which you are taken to be interested (or have a short position) at the date when you first acquire an interest in the underlying shares through an equity derivative then you should still file a notice if the number of shares in which you are interested may exceed 5% or more of the issued shares of the listed corporation concerned.    For example, if the number of shares that you will receive under an equity derivative is determined by the price of the shares on a given date in the future (and there is a minimum number that you are bound to get) then if that minimum number (together with any other shares in which you are interested) exceeds 5% or more of the issued shares of the listed corporation concerned, a duty arises on entering into the derivative.  If the derivative specifies only a maximum, then disclose the maximum figure.  If the derivative specifies both a maximum and a minimum, then disclose the figure which is most appropriate.  If the derivative does not specify any minimum or maximum, then no duty of disclosure arises on entering into the derivative.  Once the number of shares that you will receive is known a duty of disclosure arises.

 

 

General

 

14.                 The Outline of Part XV” (Outline) published by the Securities and Futures Commission (SFC) gives further guidance on the situations in which a notice will have to be filed under Part XV.  A copy of the Outline can be downloaded from the SFC’s website http://www.sfc.hk.  However, when making a disclosure you must satisfy yourself of the requirements of the SFO, and if in doubt, please seek appropriate legal advice.

 

 

Electronic filing of notices

 

15.                 Upon the commencement of Part 4 of the Securities and Futures (Amendment) Ordinance 2014 on 3 July 2017 (“Commencement”), you should file this Form 3A electronically with SEHK by using the Disclosure of Interests Online System (“DION System”) from HKEX website https://sdinotice.hkex.com.hk.  Upon Commencement, other than in the circumstances set out in paragraph 19 below, filings sent by fax, by post, by email or delivered by hand will not be accepted and will not be in compliance with the requirements under Part XV of the SFO.

 

 

16.                 Forms are available in Adobe Portable Document format (“PDF”) or in Microsoft Excel format.  If you are a Windows user, you may download and file a notice using either format.  If you are a Mac user, you may only download and file a notice in PDF.  You may download a soft copy of this Form 3A (and these Notes) for completion from HKEX website at https://sdinotice.hkex.com.hk or the SFC website http://www.sfc.hk/web/EN/rule-book/sfo-part-xv-disclosure-of-interests/di-notices.html. If you download this Form 3A from the HKEX website, you can either download (i) a complete blank Form without logging in the DION System; or (ii) a blank Form prefilled with certain profile information after logging in the DION System.  You can only download a complete blank Form from the SFC website.  If you are using Excel format, you must click "Enable Content" when opening the Excel forms - otherwise the macros will not work.  If you are using PDF, you must click “Trust this document always” and save the changes.  

 

 

17.                 You are also required to separately submit this Form 3A to the listed corporation concerned but SEHK will send this Form 3A to the listed corporation on your behalf if you complete and file this Form 3A properly.  The completed Form 3A that you filed with SEHK will be sent to the listed corporation concerned based on the stock code and the date of relevant event on the Form.   Based on the stock code on the Form, the system will fill in the name of the listed corporation.  If you decide to state a corporation name which is different from what is suggested by the system, there is a risk that the system is not able to associate the corporation name with the relevant stock code and thus fails to direct your Form to the relevant listed corporation.

 

18.                 Do not send copies of share purchase agreements and other documents to SEHK when filing this Form 3A (except in relation to copies of concert party documents as indicated in Specific Notes to Box 33).  Attaching a document that explains the transaction in question does not discharge the duty to complete the prescribed form.  Unless otherwise stated, copies of any documents that are sent to SEHK will be displayed together with this Form 3A on HKEX website http://www.hkexnews.hk/di/di.htm and be available for viewing by the public when searching the DI pages of the HKEX website.

 

 

19.                 If your duty to file a notification on Form 3A arose before the date of Commencement, you may either (i) submit this Form 3A to SEHK by using the DION System; or (ii) submit the prescribed Form 3A available for use immediately before the date of Commencement to SEHK by fax, by post, by email or by hand.  All filings made after the period of 3 months from the date of Commencement should be made by using the DION System.

 

 

 

 

Specific Notes

 

 

A director or chief executive who is also a substantial shareholder of the listed corporation concerned should read the Special Notes for completion of Boxes 27 to 32 on page 12.

 

Box 1

State the date of the relevant event (explained in General Note 4) which gave rise to the notice.

 

Box 2

In the case of events (i) to (vi) in General Note 4, if you became aware of the relevant event on a date later than the date that it occurred, then state the date that you became aware of the event that triggers the reporting obligation in Box 2.

 

For an Initial Notification, if you were not aware that you had an interest, or a short position, at the date of the relevant event, then state the date that you became aware that you had such an interest in the shares in Box 2.

 

Box 3

State the stock code of the listed corporation in whose shares you are interested.  You can find the stock code on the HKEX website. Alternatively you can get it from the corporation itself.

 

If you file this Form to disclose your interests in any class of shares of the listed corporation which is not listed on the SEHK (e.g. “A” shares or domestic shares), state the stock code of the class of shares of the listed corporation which is listed on the SEHK.

 

Box 4

Complete the name of the listed corporation in whose shares you are interested.  The system will auto-fill the name of the listed corporation based on the date of relevant event in Box 1 and the stock code in Box 3.

 

Box 5

Select the class of shares in which you are interested.  Some corporations have more than one classes of share capital, each with voting rights (e.g. “A” and “H” shares).  If you have an interest in two classes of shares, complete a separate Form 3A for each class of shares. However, if you file this Form to disclose your interests in ordinary shares and preference shares as share stapled units of a listed corporation, you need not complete two separate Form 3A.

 

If you select “Other”, state the class of shares in which you are interested in Box 34.

 

Box 6

State the number of shares (in the class of shares in which you are interested) which have been issued at the date of the relevant event.  You can find the number of shares issued on the HKEX website by clicking the link to the HKEX website on the Form or you can ask the corporation.

 

Boxes 7 to 13

For individual director/chief executive, state your personal details as indicated.  State your name in full as it appears on your Hong Kong identity card (“HKID Card”).  If you have no HKID Card, state your name in full as it appears on your passport.  If you are a PRC resident who does not have a HKID Card or a passport, state your name as it appears on your PRC Resident Card.  For example, a director whose name appears on his HKID Card as “Wong Ging Teng Anthony” would complete Box 7 as follows :

 

7.  Name of director (English) as printed on HKID Card/Passport

Wong

Ging Teng Anthony

(Surname)

 

(Other names)

 

 

 

Whereas a director who has no HKID Card and whose name appears in his passport as “Anthony James Hay Wood” would complete Box 7 as follows :

 

7.  Name of director (English) as printed on HKID Card/Passport

Wood

Anthony James Hay

(Surname)

 

(Other names)

 

You need not fill in Boxes 10 and 11 if you do not have a Chinese name.  Equally you need not fill in Box 7 if you do not have an English name.  You must provide an email address in Box 13.  The data entered in Boxes 8, 12 and 13 (i.e. HKID Card/Passport/PRC Resident Card number, daytime telephone number and email address) will not be available for viewing by the public when searching the DI pages of the HKEX website.

 

If you have no HKID Card/passport/PRC Resident Card, select “Others” in Box 8 and provide details of your identification document under “HKID Card/Passport/PRC Resident Card number” column in Box 8.

 

Boxes 14 to 21

For corporate director/chief executive, state the details as indicated.  State your company name in full as it appears on the Certificate of Incorporation. You should only complete Box 17 if you have a Hong Kong business registration number. In Box 18 you should state the place where you were incorporated and give the number on the Certificate of Incorporation.  Please fill in “N/A” if there is no Certificate of Incorporation number. You must provide an email address in Box 21. The data entered in Boxes 17 to 21 will not be available for viewing by the public when searching the DI pages of the HKEX website.

 

Box 22

If you are a listed corporation, state the name of the exchange on which you are listed.

 

Box 23

If your parent company is a listed corporation, state the name of your listed parent and the exchange on which it is listed. If your parent company is listed on several exchanges, give the primary listing.

 

Box 24

State details of the relevant event (i.e. the event that triggers the notice).  In the case of relevant event (i) to (vi) in General Note 4 the details that you must give in Box 24 relate to the shares bought/sold or involved at that time – not the shares which you already have.

 

“Brief description of relevant event” column

 

State the description which best describes the relevant event either by entering the Code from Table 1 or selecting the Code from the menu.  If a person connected with you acquired an interest in shares, their interest may be treated as your interest (See General Note 8 above).  For example, if a company that you control acquired shares of the listed corporation, you should treat the acquisition as your acquisition and use the appropriate Code – in this case Code 1101.

 

Use the “short position” row if you are filing the notice because of a change in a short position.  The normal position is that either a long position or a short position will give rise to a duty of disclosure (not both simultaneously).

 

In the case of an Initial Notification in Box 24, you must give details relate to the shares bought by you in the 4 months immediately before the date of relevant event.

 

See Table 1 for the Codes of Relevant Events.

 

“Capacity in which shares were/are held” column

 

State the description which best describes the capacity in which the shares were/are held before and after the relevant event either by entering the Code from Table 2 or selecting the Code from the menu.  If you have disposed of an interest in shares, select the Code describing the capacity in which you held the shares immediately before the disposal and enter this Code in the “Before relevant event” column.  If you have acquired an interest in shares, select the Code describing the capacity in which you held the shares immediately after your acquisition and enter this Code in the “After relevant event” column.  If you are giving a notice of a change in the nature of your interest in shares, select the Codes describing the capacity in which you held your interest in those shares before and after the relevant event, i.e. complete both the “Before relevant event” and “After relevant event” columns.  If you are, or were, the beneficial owner but another Code also applies, please use the latter Code rather than 2101.

 

Use the “short position” row if you are filing because of a change in a short position.

 

See Table 2 for the Codes of Capacity.

 

“Number of shares bought/sold or involved” column

 

State the number of shares concerned (e.g. the number of shares you bought that triggered the notice).  For a change in the nature of an interest (e.g. on exercise of an option), state the number of shares affected by the change.

 

“Currency of transaction” column

 

Select the currency in which the price for the interest in shares described in the “Number of shares bought/sold or involved” column was paid or received.

 

“On Exchange” and “Off Exchange” columns

 

State the consideration per share paid or received for the interests in shares described in the “Number of shares bought/sold or involved” column in the “On Exchange” or “Off Exchange” columns as appropriate.  An acquisition or disposal is made “On-Exchange” when the transaction took place in the ordinary course of trading on a recognized exchange and “Off-Exchange” covers all other transactions.  For an on-exchange transaction, state the highest price per share in the “Highest price (per share)” column and the average price/consideration per share in the “Average price (per share)” column.  For an off-exchange transaction, state the average price/consideration per share in the “Average consideration (per share)” column and select a Code which best describes the nature of the consideration you paid or received in the “Nature of consideration” column. 

 

If no price or consideration has been paid or received, or if the consideration is services provided, the price or consideration should be stated as “0”.  If the transaction that prompts disclosure is a change in nature of your interest in shares (e.g. a securities borrowing and lending transaction), a transaction in derivatives, or a change in short position, the highest price per share and the average price per share (average consideration per share and nature of the consideration for off-exchange transactions) should be left blank in Box 24 but the consideration for derivatives may have to be disclosed in Box 28.

 

In the case of an Initial Notification, the details that must be given in the “Average price (per share)” or “Average consideration (per share)” columns of the average price/consideration paid for the interest in shares described in “Number of shares bought/sold or involved” column relate to the average price/consideration paid by you in the 4 months immediately before the date of relevant event. Similarly the nature of the consideration given in “Nature of consideration” column relates to the nature of consideration paid by you in the 4 months immediately before the date of relevant event.

 

See Table 3 for the Codes of Nature of Consideration.

 

Example of how to complete Box 24

 

The first example demonstrates for relevant events (i) to (vi) in General Note 4.  Assume that you already own 4,500,000 shares in the listed corporation or 4.5% of the shares in issue.  On 31 December 2003, you purchased (through the SEHK) 400,000 shares for HK$800,000 and 100,000 shares for HK$210,000 (all shares to be held beneficially). The date of the relevant event to be inserted in Box 1 would be 31.12.2003 and you should complete Box 24 in the following manner.

 

24. Details of relevant event

 

 

Brief description of relevant event

Capacity in which shares were/are held

Number of shares bought / sold or involved

Currency

of transaction

On Exchange

Off Exchange

Before relevant event

After relevant event

Highest price (per share)

Average price (per share)

Average consideration (per share)

Nature of consideration

 

Long position

Enter code or double click below

*

Enter code or double click below

 

Enter code or double click below

*

500,000

HKD

2.10

2.02

 

Enter code or double click below

 

1101

 

2101

 

Short

position

Enter code or double click below

 

Enter code or double click below

 

Enter code or double click below

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Due to limited space in these Notes, the description of relevant event and capacity in which shares were/are held are not shown but will be displayed in the Form.

 

 

The second example demonstrates for the case of Initial Notification.  Assume that prior to 1 September 2003 you already own 4,500,000 shares in a listed corporation.  On 31 December 2003 you are appointed a director of the listed corporation.  On 15 September 2003 you had purchased (through the SEHK) 400,000 shares for HK$800,000 and 100,000 shares for HK$210,000 (all shares held as trustee).  The relevant date to be inserted in Box 1 would be “31.12.2003” and you should complete Box 24 in the following manner.

 

 

 

24. Details of relevant event

 

 

 

Brief description of relevant event

Capacity in which shares were/are held

Number of shares bought / sold or involved

Currency

of transaction

On Exchange

Off Exchange

Before relevant event

After relevant event

Highest price (per share)

Average price (per share)

Average consideration (per share)

Nature of consideration

 

Long position

Enter code or double click below

*

Enter code or double click below

 

Enter code or double click below

*

500,000

HKD

2.10

2.02

 

Enter code or double click below

 

1705

 

2301

 

Short

position

Enter code or double click below

 

Enter code or double click below

 

Enter code or double click below

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Due to limited space in these Notes, the description of relevant event and capacity in which shares were/are held are not shown but will be displayed in the Form.

 

Box 25

State the total number of shares in which you were interested, and those in which you had a short position (if any), immediately before the relevant event in column 2.  This figure includes all joint interests, interests through equity derivatives and deemed interests (See General Note 8 above). 

 

State the percentage figure of your interest, your short position (if any), immediately before the relevant event in column 3.  General Note 7 above explains how you calculate the percentage figure.

 

In the case of an Initial Notification, you need not complete Box 25.

 

Box 26

State the total number of shares in which you were interested, and those in which you had a short position (if any), immediately after the relevant event in column 2.  This figures includes all joint interests, interests through equity derivatives and deemed interests (See General Note 8 above). 

 

State the percentage figure of your interest, your short position (if any), immediately after the relevant event in column 3.  General Note 7 above explains how you calculate the percentage figure.

 

Box 27

If the notification is an Initial Notification, you must complete Box 27. State the description which best describes the capacity in which you hold the shares or short position listed in Box 26 either by entering the Code from Table 2 or selecting the Code from the menu in column 1.  If you hold some of your interests in one capacity (e.g. as beneficial owner), and other interests in other capacity (e.g. as trustee), then use two Codes (on different rows) and the number of the interests in shares held in each capacity (on different rows) in column 2.

 

If the notification is not an Initial Notification you need not complete Box 27. However, a director who is also a substantial shareholder should read the Special Notes for completion of Boxes 27 to 32 on page 12.

 

Box 28

If this is an Initial Notification, you must give details in relation to all the shares in which you are interested through derivatives.

 

If this is not an Initial Notification, and you are not also a substantial shareholder, you must only give details in relation to the shares involved in the relevant event.

 

In either case, state the description which best describes those derivatives either by entering the Code from Table 4 or selecting the Code from the menu in column 2. 

 

If any party to a derivative can choose whether to settle in cash or by delivery, treat that derivative as physically settled.

 

If you have an option, state the first date that the option can be exercised in the “Begin of exercise period” column and the last date on which any option can be exercised in the “End of exercise period” column.  If you have another type of derivative, state the maturity date in the “End of exercise period” column.