Hong Kong SFC publishes new forms for disclosure of interests notifications

Hong Kong SFC

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.

The SFC reminds substantial shareholders, directors and chief executives of listed corporations that as of that date, DI notices with respect to their interests in securities of listed corporations must be submitted electronically.

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). 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. 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.

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.

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