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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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 :
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 :
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. |
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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. |
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Box 22 |
If you are a listed corporation, state the name of
the exchange on which you are listed. |
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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. |
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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
* 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 |
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|
* 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. |
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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. |
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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. |
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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. |
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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. State the number of shares in which you derive an
interest (or a short position) from the derivatives in the “Number of Shares”
column. General Note 13 explains how
to work this out. If you have more than one derivative of the same category,
add them together and state the total number (in one row) in the “Number of
Shares” column. If you have more than
one derivative but they are in different categories, use two or more Codes
(on different rows) and state the number of shares for each category of
derivative (on different rows) in the “Number of Shares” column. See Table 4
for the Codes of Category of Derivatives.
Derivatives
granted by the listed corporation If
the derivatives have been
granted to you by the listed
corporation then
you must give details of those equity derivatives on a separate row in Box 28 if the relevant event
was : (i) the grant
of derivatives or rights under the derivatives - then you should state
the price per share paid or received, or the consideration per share given or received, for the grant of the derivatives
or
rights under the derivatives in the “Price for grant” column. (ii) the
exercise of rights under the derivatives - then you should state the price
per share paid or received, or the consideration per share given or received,
on the exercise of rights under the derivatives in the “Exercise price”
column. (iii) the
assignment of the derivatives or of rights under the derivatives - then you
should state the price per share paid or received, or the consideration per
share given or received, on the assignment of the derivatives or rights under
the derivatives in the “Price on assignment” column. If
no price was paid or received, and no consideration given
or received, then you should insert the figure “0” in the column which applies to you. If
the derivatives were granted to any of the persons mentioned in
General Note 8 by the listed corporation,
and the relevant event is the grant, the exercise of rights under or the assignment of those derivatives, then you must give the
details mentioned in the preceding paragraphs. |
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Box 29 |
If your spouse (or child under 18) is interested in
shares in the same listed corporation, your spouse’s interest/your child’s
interest is taken to be your interest. Details of that interest must also be
taken into account in completing Boxes 25 and 26. If this is an Initial Notification, you must
complete Box 29 if your spouse/child has shares in the listed corporation.
State the name of the spouse (or child under 18), his/her address and the
number of shares in which you are interested through your spouse (or child
under 18) in Box 29. State the details
of each additional family member who holds shares in the listed corporation. If this is not an Initial Notification, you must
only give details if your spouse (or child under 18) was interested in the
shares involved in the relevant event. State the name of the spouse (or child
under 18), his/her address and the number of shares in which he/she was
interested. However, a director who is also a substantial shareholder should
read the Special Notes for completion of Boxes 27 to 32 on page 12. If your family member also has a short position,
then the same principles apply. The data entered in column 3 (i.e. address of spouse
and/or children) will not be available for viewing by the public when
searching the DI pages of the HKEX website. |
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Box 30 |
If you are entitled to exercise, or control the
exercise of, one-third or more of the voting power at general meetings of a
corporation, or the corporation or its directors are accustomed to act in
accordance with your directions, and that corporation is interested in shares
of the listed corporation concerned, the corporation’s interest will be taken
to be your interest. Details of that interest must also be taken into account
in completing Boxes 25 and 26. If this is an Initial Notification, you must
complete Box 30 if a corporation that you control (referred to in these Notes
as a “controlled corporation”) has shares in the listed corporation. If there
is more than one corporation that you control, then details of each
controlled corporation must be stated separately in Box 30. If this is not an Initial Notification, you must
only give details if a controlled corporation was interested in the shares
involved in the relevant event. State the name and address of the controlled
corporation and the number of shares involved in the relevant event in which
it was interested. However, a director who is also a substantial shareholder
should read the Special Notes for completion of Boxes 27 to 32 on page 12. If the controlled corporation also has a short
position, then the same principles apply. Box 30 should be completed as follows :
Example of
how to complete Box 30 Assume that Mr. Wong Ging Teng Anthony is appointed a director of XYZ Ltd. (a listed
corporation). He already owns 100% of the shares in a private corporation ABC
(Hong Kong) Ltd. which owns 51% of the shares in DEF (Hong Kong) Ltd. which
owns 35% of GHI (Hong Kong) Ltd. and 65% of Wong Industries Ltd. Wong
Industries Ltd. in turn owns 100% of the shares in Wong Asset Management Ltd. The group holdings in XYZ Ltd. are as follows : GHI
(Hong Kong) Ltd. has a call option over 25,000,000 shares (physically
settled) and has a short position in 10,000,000 shares under a cash settled
equity derivative (details of these derivative interests will have been given
in Box 28). Wong Industries Ltd. owns 10,000,000 shares and Wong Asset
Management Ltd. owns 15,000,000 shares. Group
structure and holdings : In this example, the entries in Box 30 would be as
follows : 30. Further information in relation to interests of corporations controlled
by director
|
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|
|
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Box 31 |
If you are interested in shares of
the listed corporation concerned jointly with another person, you are both
taken to be interested in all of the shares held jointly. Details of that
interest must also be taken into account in completing Boxes 25 and 26. If this is an Initial Notification,
you must complete Box 31 if you are interested in shares of the listed
corporation concerned jointly with another person. State the name of the
person who owns the interest in the shares jointly with you, his/her/its
address and the number of shares in which he/she/it is interested. If this is not an Initial
Notification, you must only give details if the shares in which you are
interested jointly with another person were involved in the relevant event.
State the name of the person who owns the interest in the shares jointly with
you, his/her/its address and the number of shares involved in the relevant
event in which he/she/it was interested. However, a director who is also a
substantial shareholder should read the Special Notes for completion of Boxes
27 to 32 on page 12. The same principles apply to short
positions held jointly. |
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Box 32 |
If you are a trustee of a trust, a beneficiary of a
trust, or if you are the “founder” of a discretionary trust (e.g. you had a
discretionary trust set up or you put assets into it) and can influence how
the trustee exercises his discretion, then you are taken to be interested in
all the shares of the listed corporation in which the trust has an interest
(or a short position). Details of that interest must also be taken into
account when completing Boxes 25 and 26. Ignore an interest in reversion or
remainder, an interest of a bare trustee. If this is an Initial Notification, you must
complete Box 32 if you are interested in shares of a listed corporation
through a trust. You need not state the name of the trust which owns the
interest in the shares and its address in columns 1 and 2 if you wish these
to remain private. State the description which best describes your status in
relation to the trust either by entering the Code from Table 5 or selecting the Code from the menu in column 3. State
the number of shares in which the trust is interested (has a short position)
in column 4 (and 5). If this is not an Initial Notification, you must
only give details if the shares in which you are interested through a trust
were involved in the relevant event. State the name of the trust which owns
the interest in the shares, its address and the number of shares involved in
the relevant event in which the trust was interested. However, a director who
is also a substantial shareholder should read the Special Notes for
completion of Boxes 27 to 32 on page 12. See Table 5
for Codes of Status in relation to a Trust. |
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Box 33 |
If you are a party to an agreement with other
parties to acquire interests in shares in the listed corporation concerned in
the circumstances set out in section 317(1)(a) or (b) of the SFO, then add
any shares in which any other party to the agreement is interested to your
own interests in working out whether (together) you are interested in 5% or
more of the shares in a listed corporation and must file a notice. If
(together) you are interested in 5% or more you will be a substantial
shareholder in addition to being a director. Details of the interests of any
other party must also be taken into account in completing Boxes 24 to
28. You must state the name of each of
the other parties to the agreement, his/her/its address and the number of
shares in which he/she/it is interested “apart from the agreement” in Box 33.
In the last row of Box 33, state the number of shares in which you are
interested under sections 317 and 318 of the SFO. This will be the total of
firstly all shares which have been purchased pursuant to the agreement by any
of the parties to the agreement and secondly all shares in which the other
parties to the agreement are interested “apart from the agreement” (defined
in section 318(2) of the SFO). Example of
how to complete Box 33 Assume that
Mr. Wong Ging Teng Anthony and 2 other persons agree
to buy shares
in XYZ Ltd. (a listed corporation). They
are each already
interested in a number of shares
of XYZ Ltd. which
they purchased before they entered into the s.317 agreement.
Under the s.317 agreement, Mr. Wong purchased 25,000,000 shares, Mr. A
purchased 20,000,000 shares and Mr. B purchased 15,000,000 shares in XYZ Ltd. Their shareholdings are as follows –
Assume also that Mr. Wong is completing the notice.
He will already have stated in Box 26 that he is interested in 116,000,000
shares. He has to state the number of shares in which the other parties are
interested “apart from the agreement” and the total shares in which he is
interested by the application of sections 317 and 318 (the 60,000,000 shares
bought pursuant to the agreement and the further shares that the other
parties are interested in “apart from the agreement”). Accordingly, Mr. Wong
will then complete Box 33 as follows – 33.
Further information
from a party to an agreement under
section 317 (Please see
Notes for further information
required)
You must also
- (i)
attach a separate sheet to the notification stating
that you are a party to an agreement to which section 317(1)(a) or (b)
applies; (ii)
include a copy of any written agreement, contract or
other document which records any terms or details of the agreement; and (iii)
if there are no such papers as are mentioned in
(ii), or if such papers do not record the material terms of the agreement,
include a written memorandum setting out the material terms of the agreement. If the agreement or document required under (ii) records
terms or details other than any arrangement to which section 317(1)(a) or (b)
applies, you need to provide the extracts of the agreement or document which
relates to any arrangement to which section 317(1)(a) or (b) applies. The memorandum required under (iii) should include
details of any cash or consideration involved and the identity of all persons
between whom such cash or other consideration is passed or is intended to
pass. If the parties are interested in any derivatives, the exercise or conversion
price, expiration date and exercise period should be disclosed. The memorandum must be signed by the
director or his duly authorized agent. A notification that a person has ceased to be a
party to an agreement to which section 317(1)(a) or (b) applies shall also
state that he or the other party (as the case may be) has ceased to be a
party to the agreement and, in the
latter case, include the name and address of the other party. Copies of any documents that are submitted to the
SEHK by using the DION System will be available for inspection by the public
on HKEX website. If you wish to keep
any personal information in private, redact such information before
submitting the document. Do not
submit copies of any documents which are password-protected or otherwise
encrypted so as to ensure the documents can be properly opened and displayed
on the DI pages of the HKEX website. |
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Box 34 |
Provide any supplementary information, e.g. the
class of shares if you select “Other” in Box 5; the description of the
relevant event if you select Code 1113 (any other event), Code 1213 (any
other event), Code 1316 (any other event), Code 1403 (any other event), Code
1503 (any other event), Code 1702 (Notice filed to remove outdated
information), Code 1710 (Voluntary disclosure) or Code 1711 (Other); the
capacity if you select Code 2501; the category of derivatives if you select
Code 4104 or 4108. The word limit of this Box is 500 characters of text
and numbers. |
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Box 35 |
Tick this box if this Form 3A is a revision of a
previously submitted Form and insert the log/serial number of the Form which
you intend to revise. |
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Box 36 |
State the number of document stating that you are a
party to an agreement to which section 317(a)(a) or (b) applies, concert
party agreement or memorandum in relation to any agreement to which you are a
party to acquire interests in shares listed in Box 33. Do not
send copies of share purchase agreements and other documents to the SEHK when
filing this Form. Attaching a document
that explains the transaction in question does not discharge the duty to complete the prescribed form. |
Special Notes
Directors who are also substantial shareholders – Notes for completion
of Boxes 27 to 32
1.
If
you are a person who is both a director and a substantial shareholder of the listed corporation concerned, you may have separate duties to file notices (one in each capacity) as a result of a single event. For example, a person who is interested in 5.9% of the shares of a listed
corporation and buys a further 0.2% will have to file a notice because he is a director
(and therefore has to disclose all transactions) and will also have to file a notice as a substantial shareholder
because his interest has crossed the 6% level.
2.
If you are a director and also a substantial shareholder then you must use this Form 3A to discharge
your duty to disclose
your interests (short position) in your capacity as both a substantial shareholder and as a director. This avoids the need to file both Form 1 (Individual substantial shareholder notice)
and this Form 3A.
3.
If
you are completing Form 3A as both a director and a substantial shareholder you must complete Boxes 27 to 32 giving the details requested in respect of all the shares in which you are interested or have a short position. Hence in Box 27 you have to state the capacity
in which you hold all the shares that you are interested
in; in Box 28 you must give details
in relation to all the shares in which you are interested through derivatives;
in Box 29 you must give details of any interest your spouse/child
has
shares in the
listed
corporation;
in
Box 30
you
must give
details
of
any
interest
a corporation controlled by you has in such shares; in Box 31 you must give details of any joint interests you have; and in Box 32 you must give details
of any shares you are interested in through a trust.
Table 1 – Codes of Relevant Events
Please note that :
(1)
It may be necessary to go through two to three levels
of questions before reaching the relevant event and an event code is only
assigned to the last level of question.
Code numbers in brackets are interim level(s) of questions and they are
not event codes. Only the ultimate event
codes will be available for selection.
(2)
The same set of event codes apply to all Forms so some
code numbers are “skipped” because certain events are not relevant to this
Form.
(3)
The term “your interest/short position” in these event
codes refers to your own interest and also includes an interest of your spouse,
your minor child or a corporation that is controlled by you, that is taken to
be your interest by attribution.
(4)
The “shares” are the shares of the listed corporation.
Code No. (Level 1) |
Code No. (Level 2) |
Code No. (Level 3) |
Description of
event (Box 24) |
(110) |
|
|
The number of shares in which you are interested has
increased because: |
(120) |
|
|
The number of shares in which you are interested has
reduced because: |
(130) |
|
|
There has been a change in nature of your interest
in the shares because: |
(140) |
|
|
You came to have a short position in the shares or
the number of shares in which you have a short position increased because: |
(150) |
|
|
You ceased to have a short position in the shares or
the number of shares in which you have a short position decreased because: |
(170) |
|
|
Miscellaneous |
|
|
|
|
(110) |
|
|
The number of
shares in which you are interested has increased because: |
|
1101 |
|
|
|
1102 |
|
you were given
the shares |
|
(1103) |
|
you became the
holder of, wrote or issued equity derivatives under which (choose one): |
|
|
11031 |
you have a right
to take the underlying shares |
|
|
11032 |
you are under an
obligation to take the underlying shares |
|
|
11033 |
you have a right
to receive from another person an amount if the price of the underlying
shares is above a certain level |
|
|
11034 |
you are under an
obligation to pay another person an amount if the price of the underlying
shares is below a certain level |
|
|
11035 |
you have any of
the rights or obligations referred to in 11031 to 11034 above embedded in a
contract or instrument |
|
1104 |
|
you acquired a
security interest in the shares |
|
1105 |
|
you inherited
the shares |
|
1106 |
|
you became a
beneficiary under a trust interested in the shares |
|
1108 |
|
your spouse
ceased to be a director or chief executive of the listed corporation |
|
1109 |
|
you entered into
an agreement for the exchange of an instrument for another instrument in
respect of the same underlying shares |
|
1110 |
|
you were placed
the shares as a placee under a top-up placing |
|
1111 |
|
new shares were issued
to you after you have reduced your interest in shares by placing them to
placee(s) under a top-up placing |
|
1112 |
|
you became a
member of a concert party group or a member of the concert party group
acquired more of the shares |
|
1113 |
|
any other event
(you must briefly describe the relevant event in the Supplementary
Information box) |
(120) |
|
|
The number of
shares in which you are interested has reduced because: |
|
1201 |
|
|
|
1202 |
|
you made a gift
of the shares |
|
1203 |
|
you delivered
the shares or an amount due under equity derivatives |
|
(1204) |
|
expiry or
cancellation without exercise of equity derivatives under which (choose one): |
|
|
12041 |
you had a right
to take the underlying shares |
|
|
12042 |
you were under an
obligation to take the underlying shares |
|
|
12043 |
you had a right
to receive from another person an amount if the price of the underlying
shares was above a certain level |
|
|
12044 |
you were under
an obligation to pay another person an amount if the price of the underlying
shares was below a certain level |
|
|
12045 |
you had any of
the rights or obligations referred to in 12041 to 12044 above embedded in a
contract or instrument |
|
1205 |
|
you ceased to
have a security interest in the shares |
|
1206 |
|
you did not take
up, or sold, rights in a rights issue |
|
1207 |
|
your spouse
became a director or chief executive of the listed corporation |
|
1208 |
|
you entered into
an agreement for the exchange of an instrument for another instrument in
respect of the same underlying shares |
|
1209 |
|
you placed the
shares to placee(s) under a top-up placing |
|
1210 |
|
new shares were
issued in a top-up placing |
|
1211 |
|
you have ceased
to be a member of a concert party group or a member of the concert party group
has disposed of some of the shares |
|
1213 |
|
any other event
(you must briefly describe the relevant event in the Supplementary
Information box) |
(130) |
|
|
There has been a
change in nature of your interest in the shares because: |
|
1301 |
|
the shares have been delivered to you and you have not previously notified the purchase of the shares |
|
1302 |
|
you have entered
into an agreement for the sale of shares in which you are interested |
|
1303 |
|
you have
exercised rights to the shares under equity derivatives |
|
1304 |
|
rights to the
shares under equity derivatives have been exercised against you |
|
1305 |
|
you have
provided an interest in the shares as security to a person other than a
qualified lender |
|
1306 |
|
an interest in
the shares, that you provided as security to a person other than a qualified
lender, has been released |
|
1307 |
|
you have taken
steps to enforce a security interest in the shares, or rights to such shares
held as security, and you are not a qualified lender |
|
1308 |
|
steps have been
taken to enforce a security interest in the shares, or rights to such shares
held as security, against you |
|
1309 |
|
you are a
beneficiary under a will and the shares have been transferred to you by an
executor |
|
1310 |
|
you are a
beneficiary under a trust and the shares have been transferred to you by a
trustee |
|
1311 |
|
you have
delivered the shares to a person who had agreed to borrow them |
|
1312 |
|
the shares lent
by you have been returned to you |
|
1313 |
|
you have lent
the shares under a securities borrowing and lending agreement |
|
1314 |
|
you have
recalled the shares under a securities borrowing and lending agreement |
|
1315 |
|
you have
declared a trust over shares that you continue to hold |
|
1316 |
|
any other event
(you must briefly describe the relevant event in the Supplementary
Information box) |
(140) |
|
|
You came to have
a short position in the shares or the number of shares in which you have a
short position increased because: |
|
(1401) |
|
you became the holder of, wrote or issued equity derivatives under
which (choose one): |
|
|
14011 |
you have a right
to require another person to take delivery of the underlying shares |
|
|
14012 |
you are under an
obligation to deliver the underlying shares |
|
|
14013 |
you have a right
to receive from another person an amount if the price of the underlying
shares is below a certain level |
|
|
14014 |
you are under an
obligation to pay another person an amount if the price of the underlying
shares is above a certain level |
|
|
14015 |
you have any of
the rights or obligations referred to in 14011 to 14014 above embedded in a
contract or instrument |
|
1402 |
|
you borrowed the
shares under a securities borrowing and lending agreement |
|
1403 |
|
any other event
(you must briefly describe the relevant event in the Supplementary
Information box) |
(150) |
|
|
You ceased to
have a short position in the shares or the number of shares in which you have
a short position decreased because: |
|
(1501) |
|
expiry or
cancellation without exercise of equity derivatives under which (choose one): |
|
|
15011 |
you have a right
to require another person to take delivery of the underlying shares |
|
|
15012 |
you are under an
obligation to deliver the underlying shares |
|
|
15013 |
you have a right
to receive from another person an amount if the price of the underlying
shares is below a certain level |
|
|
15014 |
you are under an
obligation to pay another person an amount if the price of the underlying
shares is above a certain level |
|
|
15015 |
you have any of
the rights or obligations referred to in 15011 to 15014 above embedded in a
contract or instrument |
|
1502 |
|
you returned the
shares borrowed under a securities borrowing and lending agreement |
|
1503 |
|
any other event
(you must briefly describe the relevant event in the Supplementary
Information box) |
(170) |
|
|
Miscellaneous |
|
1701 |
|
On listing of the corporation or a class of shares of the listed
corporation |
|
1702 |
|
Notice filed to
remove outdated information (if you select this Code you must state the
outdated information in the Supplementary Information box and identify the
box which contains the updated information) |
|
1705 |
|
Notice filed
because you became a director or chief executive of the listed corporation |
|
1706 |
|
Notice filed
because you ceased to be a director or chief executive of the listed
corporation |
|
1710 |
|
Voluntary
disclosure (you must briefly describe the relevant event in the Supplementary
Information box) |
|
1711 |
|
Other (you must
briefly describe the relevant event in the Supplementary Information box) |
Table 2 – Codes of Capacity
Please note the same set of capacity codes apply to
all Forms so some code numbers are “skipped” because certain capacities are not
relevant to this Form.
Code No. |
Description of the capacity in which you held the
interest or short position in shares that is acquired, disposed of or changed
(Boxes 24 and 27) |
|
Common capacities |
2101 |
Beneficial owner |
2102 |
Investment manager |
2103 |
Interests held jointly with another person |
2104 |
Agent |
2105 |
Underwriter |
2106 |
Person having a security interest in shares |
|
Interests by attribution |
2201 |
Interest of corporation controlled by you |
2202 |
Interest of your spouse |
2203 |
Interest of your child under 18 years of age |
|
Trusts and similar interests |
2301 |
Trustee |
2302 |
Custodian (other than an exempt custodian interest) |
2303 |
Depositary |
2304 |
Executor or administrator |
2305 |
Beneficiary of a trust (other than a discretionary interest) |
2306 |
Nominee for another person (other than a bare trustee) |
2307 |
Founder of a discretionary trust who can influence how the trustee
exercises his discretion |
|
Persons acting in concert |
2401 |
A concert party to an agreement to buy shares described in s.317(1)(a)
|
2402 |
A person making a loan or providing security to buy shares described
in s.317(1)(b) |
|
Miscellaneous |
2501 |
Other (you must describe the capacity in the Supplementary Information
box) |
Table 3 – Codes of Nature of Consideration
Code No. |
Description of consideration for off-exchange
transactions (Box 24) |
3101 |
Cash |
3102 |
Assets other than cash |
3103 |
Surrender of rights to shares/debentures |
3104 |
Services |
Table 4 – Codes of Category of Derivatives
Code No. |
Common categories of derivatives (Box 28) |
|
Listed derivatives |
4101 |
Physically settled |
4102 |
Cash settled |
4103 |
Convertible instruments |
4104 |
Other (you must describe the category of derivatives in the
Supplementary Information box) |
|
Unlisted derivatives |
4105 |
Physically settled |
4106 |
Cash settled |
4107 |
Convertible instruments |
4108 |
Other (you must describe the category of derivatives in the
Supplementary Information box) |
Table 5 – Codes of Status in relation to a Trust
Code. No. |
Status in
relation to a trust (Box 32) |
5101 |
Trustee of a trust |
5102 |
Beneficiary of a trust (other than a discretionary interest) |
5103 |
Founder of a discretionary trust who can influence how the trustee
exercises his discretion |