SECURITIES (DISCLOSURE OF INTERESTS) (EXCLUSIONS) REGULATIONS

SECURITIES (DISCLOSURE OF INTERESTS) (EXCLUSIONS) REGULATIONS

SECURITIES (DISCLOSURE OF INTERESTS)
(EXCLUSIO IONS) REGULATIONS

(Cap. 396, section 53)

L.N. 237/88

Citation

1. These regulations may be cited as Securities (Disclosure of Interests)
(Exclusions) Regulations.

Interpretation

2. In these regulations, unless the context otherwise requires--

'bank' means a body corporate incorporated in Hong Kong and holding a banking
licence issued under the Banking Ordinance (Cap. 155);

'conditional offer' means an offer for shares of a corporation made to the holders
of all the shares or all the shares of a particular class other than (in either case)
shares held by or on behalf of

(a) the offeror;

(b)the offeror's holding company, the offeror's subsidiary or a subsidiary of
the offeror's holding company; or

(c)any person who has agreed that the offer should not be made in respect
of shares he holds,

and subject to the condition that acceptances are received in respect of such
proportion of the shares for which the offer is made as specified in, or
ascertained by reference to, the terms of the offer;

'deposit-taking company' means a body corporate incorporated in Hong Kong and
licensed or registered as a deposit-taking company under the Banking
Ordinance;

'insurance company' means a body corporate incorporated in Hong Kong which is
authorized or deemed to be authorized to carry on insurance business under
the Insurance Companies Ordinance (Cap. 41);

',shares' means shares, other securities convertible into shares or options to
subscribe for shares.

Prescribed interests

3. (1) The following interests and classes of interest are prescribed for the
purposes of section 14(1)(f) of the Ordinance--

(a)interests of a person in his capacity as beneficiary under a trust
constituted exclusively for the purposes of an approved retirement
scheme as defined in the Inland Revenue Ordinance (Cap. 112);





(b) interests of the Official Trustee;

(c)interests of a body corporate constituted under the laws of Hong Kong
which has a place of business in Hong Kong, being either

.(i) a body corporate which is a bank, a deposit-taking company or an
insurance company and which is registered as a trust company under the
Trustee Ordinance (Cap. 29); or

(ii) a subsidiary of such a body corporate as is mentioned in
subparagraph (i) of this paragraph; or

(iii) a subsidiary so registered of a body corporate which is so
constituted and which is a bank, a deposit-taking company or an
insurance company; or

(iv) a subsidiary so registered of a body corporate which is so
constituted and is the holding company of a body corporate which is so
constituted and is a bank, a deposit-taking company or an insurance
company, and

being interests of the body corporate in its capacity as trustee or
personal representative, either solely or jointly with some other person, of
any trust or estate;'

(d)interests acquired as a result of the acceptance of a conditional offer being
interests subsisting while the condition of the offer remains unfulfilled.

(2) An interest in the relevant share capital of a listed company is a prescribed
interest for the purposes of section 14(1)(f) of the Ordinance if

(a) the interest is in shares listed on the Unified Exchange;

(b) the person having the interest is-

(i) a stockbroker, registered dealer, exempt dealer, registered in-,
Vestment adviser or exempt investment adviser within the meaning of the
Securities Ordinance (Cap. 333); or

(ii) a registered dealer's representative or a registered investment
adviser's representative within the meaning of the Securities Ordinance;
and

(c)he is taken to have that interest by virtue only of the fact that, not being
the registered holder of the shares, he is entitled to dispose of them or to
agree, or to. direct, their disposal pursuant to a written agreement to
manage investments for another.

Exceptions

4. (1) Section 28(1) and (2) of the Ordinance shall not require notification of

(a)interests in shares or debentures of any person in his capacity as trustee
or personal representative of any trust or estate of which the Official
Trustee is also a trustee (otherwise than as custodian trustee) or, as the,
case may be, a personal representative;





(b)interests in shares or debentures of a person in his capacity as trustee of,
or as beneficiary under, a trust constituted exclusively for the purposes of
an approved retirement scheme as defined in the Inland Revenue
Ordinance (Cap. 112);

(e)any event occurring in relation to any person in any such capacity as is
mentioned in paragraph (a) or (b);

(d)interests in shares or debentures which a person is taken to have under
paragraph 4 of Part 1 of the Schedule to the Ordinance where the
corporation referred to in that paragraph is interested in those shares or
debentures in its capacity as trustee of any such trust as is mentioned in
paragraph (b);

(e)any event occurring in relation to any person as a result of which he is
taken to have any such interest as is mentioned in paragraph (d);

interests in shares in a listed company which arise solely on account of
any limitation imposed by the memorandum or articles of association of
the listed company on a person's right to dispose of a share.

(2) Section 28(1) and (2) of the Ordinance shall not require notification-

(a)to a company which is the wholly-owned subsidiary of a body corporate
incorporated outside Hong Kong of interests in shares in, or debentures
of, that body corporate or any other body corporate so incorporated, or of
any event occurring in relation to any such shares or debentures;

(b)to a company by a director of the company who is also the director of a
body corporate of which the company is the wholly-owned subsidiary
and which is itself required to keep a register under section 29(1) of the
Ordinance, of interests in any shares or debentures or of any event
occurring in relation to any shares or debentures.

(3) For the purposes of subregulation (2), a company shall be deemed to be a
wholly-owned subsidiary of another body corporate if it has no members but that
other and that other's wholly-owned subsidiaries and its or their nominees.
L.N. 237/88-

L.N. 237/88-

https://oelawhk.lib.hku.hk/items/show/3450

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