On 10 October 2022, Julia Charlton presented a podcast on Hong Kong’s Disclosure of Interests Regime. This podcast is to provide a detailed explanation of the disclosure of interests regime. Part XV (Disclosure of Interests) of the SFO contains two regimes: one for substantial shareholders, and one for directors and chief executives. For the purposes of Part XV, substantial shareholders are individuals and corporations who are “interested” in 5% or more of any class of voting shares in a listed company. Substantial shareholders must disclose “interests” as well as “short positions” (of 1% or more) in relation to the voting shares of the listed company. Directors and chief executives must disclose all interests and short positions in any shares in the listed company. There are no percentage thresholds, and there is no requirement that the shares be voting shares. They must also disclose interests in debentures of the listed company, as well as interests and short positions in shares of and interests in debentures of “associated corporations” of the listed company. The disclosure must also be made in relation to shares in which a person is “deemed” to be interested, such as the interests of corporations that the person controls. There are various exemptions where filings are not required. For example, wholly-owned subsidiaries are excluded from making disclosures in certain circumstances if the holding company has complied with its duty of disclosure. Disclosure filings must be made electronically to the HKEx through the Disclosure of Interests System (the “DION System”) on the HKEx’s website. Generally, filings must be made within three “business days” after the day on which the “relevant event” occurs (or on which the filer becomes aware of the relevant event occurring). “Initial” disclosures must generally be made within 10 business days after the day on which the relevant event occurs (or on which the filer becomes aware of the notifiable interest or short position).
