9 May, 2017
As mentioned in our previous article in March 2017, mandatory electronic filing of disclosure of interests notifications (“DI notices”) under Part XV of the Securities and Futures Ordinance (“SFO”) will take effect on 3 July 2017.
On 5 May 2017, the Securities and Futures Commission (the “SFC”) unveiled more details of the mandatory e-filing regime and published new prescribed forms for use by substantial shareholders, directors and chief executives of listed corporations (“DI filers”) to submit DI notices with respect to their interests in securities of listed corporations electronically through a new Disclosure of Interests Online System (“DION System”) to be introduced by Hong Kong Exchanges and Clearing Limited (“HKEX”).
Mandatory e-filing for events triggering disclosure requirements which occur on or after 3 July 2017
For events triggering disclosure requirements which occur on or after 3 July 2017, DI filers must use the new prescribed forms and submit them through the DION System.
DI filers will no longer be required to submit DI notices to the listed corporations concerned. Instead, The Stock Exchange of Hong Kong Limited (“SEHK”) will provide DI notices it receives to the listed corporations concerned through the DION System.
3-month transition period
There will be transitional arrangements for a three-month period from 3 July 2017:
DI filers may submit the new forms using the DION System. Alternatively, they may use the old forms and submission methods (i.e. 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 of the SFO arising solely from an incorrect use of a prescribed form or submission method.
New prescribed forms and more event codes
The new prescribed forms for DI notices (available in both PDF and Microsoft Excel formats) and the accompanying directions and instructions can be found in the “Rules & standards – Securities and Futures Ordinance Part XV – Disclosure of Interests – DI Notices” section of the SFC website.
The new forms have the following features:
More relevant event codes. More precise codes of relevant events are introduced. For instance, for Form 1 (Individual Substantial Shareholder Notice), currently there are only 17 codes of relevant events. In the new Form 1, there will be 87 codes for selection. For Form 3A (Director/Chief Executive Notice – Interests in Shares of Listed Corporation), there are currently only 16 codes of relevant events. In the new Form 3A, there will be 68 codes (including a code for voluntary disclosure which is not available for selection in the current Form 3A). A full list of the relevant event codes can be found in the prescribed forms and accompanying directions and instructions as well as the SFC website.
New “Supplementary information” box. This new box allows DI filers to provide supplementary information, e.g. the class of shares if “Other” is selected; the description of the relevant event if “Any other event” / “Other” or “Voluntary disclosure” is selected. There is a word limit of up to 500 characters of text and numbers. All information provided in the “Supplementary information” box will be displayed on HKEX website.
Additional form for use by listed corporations (Form 4). This new Form 4 is for use by a listed corporation to notify the SEHK of information received as a result of its investigation of ownership of interests in its voting shares under section 329 of the SFO.
Concert party agreements submitted will be available on the HKEX website. Copies of any documents that are submitted to the SEHK by using the DION System will be available for inspection by the public on the HKEX website.
More details of the DION System to be published before system launch
Each DI filer must register a User ID online before the first filing through the DION System. It is expected that user manual and training materials of the DION System detailing the online registration process as well as downloading of template forms and uploading of completed forms will be published before system launch. We will provide further updates in due course.
On 24 March 2017, the Securities and Futures (Amendment) Ordinance 2014 (the “Amendment Ordinance”) (Commencement) Notice 2017 was gazetted to bring into effect on 3 July 2017, Part 4 of the Amendment Ordinance, which makes it mandatory for corporate insiders (i.e. directors and chief executives) and substantial shareholders (“DI filers”) of listed corporations to file disclosure of interests notifications and reports (“DI notices”) electronically.
Currently, DI filers have the option to submit DI notices to The Stock Exchange of Hong Kong Limited (the “SEHK”) and the relevant listed corporations either by electronic means or in hard copy form by fax, by post, by hand-delivery.
In November 2007, the Securities and Futures Commission (the “SFC”) issued a consultation paper on the proposal to make it mandatory for DI filers to submit DI Notices electronically. In April 2008, the SFC published consultation conclusions on the proposal. The Amendment Ordinance was gazetted in April 2014 to incorporate amendments for the implementation of the mandatory e-filing regime.
Under the mandatory e-filing regime which is expected to come into effect on 3 July 2017,
- DI filers must submit DI notices to the SEHK by means of an electronic transmission system approved by the SFC; and
- DI filers will no longer be required to submit DI notices to the relevant listed corporations. Instead, the SEHK will provide DI notices it receives to the relevant listed corporations.
The SFC is currently working on the refining of the electronic transmission system and filing forms to facilitate the roll-out of the mandatory e-filing regime.
For further information, please contact:
Ronny Chow, Partner, Deacons
ronny.chow@deacons.com.hk
