The Securities and Futures Commission (SFC) today published new prescribed forms for disclosure of interests notifications (DI notices) for use when mandatory electronic filing takes effect on 3 July 2017 (Note 1). The SFC reminds substantial shareholders (Note 2), directors and chief executives of listed corporations (Note 3) that as of that date, DI notices with respect to their interests in securities of listed corporations must be submitted electronically (Note 4).
The new DION System
For events triggering disclosure requirements which occur on or after 3 July 2017, filers should use the new prescribed forms and submit them through a new Disclosure of Interests Online System (DION System) to be introduced by Hong Kong Exchanges and Clearing Limited (HKEX) (Note 5). Notifications and reports under Part XV of the Securities and Futures Ordinance (SFO) must be filed electronically through the DION System, and can no longer be submitted by hand, post, fax or email (Note 6). These requirements are, however, subject to a three-month transition period as detailed below. Filers will not be required to submit DI notices to the listed corporation concerned or to the SFC, as both will be notified by The Stock Exchange of Hong Kong Limited (SEHK). There are no other changes to filers’ disclosure obligations under Part XV.
DI notices relating to events that occur before 3 July 2017 may be submitted using the old forms and methods.
Transition arrangements
To enable a smooth transition and minimise potential issues with using the DION System, the SFC and HKEX have agreed that for a three-month period from 3 July 2017:
- filers may submit the new forms using the DION System. Alternatively, filers may use the old forms and submit them by fax, hand, post or email to SEHK and to the listed corporation concerned; and
- the SFC is unlikely to decide to prosecute a breach of Part XV arising solely from an incorrect use of a prescribed form or submission method.
Forms and Codes
The new prescribed forms published today include enhanced versions of the existing six DI notices for substantial shareholders, directors and chief executives. To improve the accuracy of the information provided, more precise event codes have been introduced. A full list of the event codes can be found in the prescribed forms and accompanying directions and instructions as well as on the SFC website (Note 7).
In addition, a new form will be introduced for listed corporations to report the results of their investigations of share ownership under section 329 of the SFO.
Authorised institutions
A listed corporation which is an authorised financial institution, or is a holding company of an authorised financial institution, is under a duty to notify the Hong Kong Monetary Authority (HKMA) whenever it receives DI notices and reports. Under the mandatory electronic filing provisions, these notifications must be done electronically. In addition, authorised financial institutions will be required to use a new, separate section within the HKMA’s Supervisory Communication Website for the electronic submission of these notifications. The HKMA will communicate separately with authorised financial institutions on this arrangement.
Notes:
- The new prescribed forms for DI notices, available in both PDF and Microsoft Excel formats, must be completed and submitted electronically.
- For the purpose of Part XV of the SFO, substantial shareholders are individuals and corporations who are interested in 5% or more of any class of voting shares in a listed corporation.
- Currently, the SFC requires that provisions substantially equivalent to those in Part XV of the SFO be adopted in trust deeds of all SFC-authorised real estate investment trusts (REITs). Please refer to our 15 December 2005 press release. Accordingly, REIT managers, their directors and chief executives, as well as any person who is interested in 5% or more of the units in an SFC-authorised REIT should also comply with the mandatory electronic filing provisions under Part XV of the SFO (with necessary adaptations) as if they were applicable to REITs.
- Please refer to the “Rules & standards – Securities and Futures Ordinance Part XV – Disclosure of Interests – DI Notices” section of the SFC website. The notice specifying the new prescribed forms for DI notices was also published in the Government Gazette today. In 2007, the SFC conducted a public consultation on proposals to make electronic submission of DI notices mandatory. Consultation conclusionswere published in 2008 and most respondents supported the proposals.
- The new DION System will enable submission of DI notices and maintenance and publication of DI information on the HKEX website. Substantial shareholders, directors and chief executives must register with the DION System before they submit their first DI notice. The DION System will notify the listed corporations upon receipt of DI notices. SEHK will soon provide listed corporations with further information on the DION System.
- Under Part XV of the SFO, substantial shareholders, directors and chief executives of listed corporations are required to submit DI notices to SEHK and the listed corporation concerned; listed corporations are required to submit reports to the SFC and SEHK of certain investigations which they may make; and where a person receiving information or preparing an investigation report under Part XV is an authorised financial institution or the holding company of an authorised financial institution, it must notify or deliver a copy of the information or report to the HKMA.
- Filers are reminded that the underlying validations of the new forms may be updated from time to time and older versions may not be accepted by the DION System.
