The Securities & Futures Commission has published a consultation paper on the Review of the Disclosure of Interests Regime under Part XV of the Securities & Futures Ordinance for public comment.

Part XV requires a shareholder who has an interest in 5% or more of the voting shares of a listed corporation (a substantial shareholder) to give notice of such interests in specified circumstances.

It also requires a director or a chief executive, who is interested in the shares or debentures of a listed corporation (of which they are a director or chief executive) or any of its associated corporations, to give notice in specified circumstances.

The commission has been reviewing the regime by gathering market comments and has also discussed with market participants its effectiveness in meeting its objectives, and any need to update it in line with market developments.

Changes proposed

The paper sets out issues identified in the course of the review for public comment. In some areas the commission has set out proposals for change to address these issues.

The commission will also revise the Outline of Part XV, a guidance publication, to assist understanding of the provisions. Some changes may need to be effected through legislative changes, such as through amendments to statutory forms for disclosures or by amending Part XV.

In other areas, the commission is seeking further public views before proposing change. Some of the more significant matters are on how to make filings easier, disclosure of share pledges, the de minimise exception, and change in nature of interest.

The public are invited to submit comments in writing by February 28, to the Securities & Futures Commission, 8/F Chater House, 8 Connaught Road Central, Hong Kong, or by faxing (852) 2521 7917, or visiting www.sfc.hk, or emailing direviewconsult@sfc.hk.