No.1 April 2003
                                 *****
Disclosure of Interests under the Securities and Futures Ordinance *****
    Deemed interests

    A director is taken to be interested in the interests of his
    spouse and minor children (not being themselves directors of the
    listed company), any company which he controls (ie. a company of
    which he controls the exercise of one third of more of the
    voting power at general meetings or whose directors are
    accustomed or obliged to act in accordance with his directions
    or instructions) and trusts. As under the previous disclosure
    regime, a director must also disclose his interest under a
    discretionary trust.

    The provisions relating to cessation of interests are the same
    as for substantial shareholders.


    Exemptions

    The exemptions available to directors are limited to those in
    respect of basket derivatives, bare trustees and collective
    investment schemes, all as outlined under 'substantial
    shareholders' above.

    In particular, the exemptions available to substantial
    shareholders in respect of de minimis changes, lending shares
    under the SBL Rules and bonus and rights issues are not
    available to directors.


    Information to be disclosed

    Where a director makes an 'Initial Notification' he is required,
    in the case of an on-exchange transaction, to disclose the
    highest price and the average price paid for the interest in the
    4 months preceding the date of the relevant event prompting
    notification. In an off-exchange transaction he must disclose
    the nature of the consideration and the highest and average
    amounts of considerations paid for the interest within the same
    4 month period.

    Subsequent notifications of acquisitions or disposals of
    interests must state, in on-exchange transactions, the highest
    and average price paid or received (or if no price is paid, that
    fact) and in off-exchange transactions the nature of the
    consideration and the highest and average price paid or received
    (or if no price is paid, that fact).

    The amount and nature of consideration need not be stated in the
    case of 'equity derivatives'. This does not apply to the grant
    to a director of equity derivatives by a listed company or any
    associated company or to the assignment of such rights in which
    case the price or consideration paid or received must be
    disclosed.


    Penalties for failure to disclose

    Failure to make disclosure within the required time frame or the
    making of false or misleading statements constitute a criminal
    offence liable to the same fines and periods of imprisonment as
    for substantial shareholders.
    
    Registration of Substantial Shareholders' Interests and Short   Positions
	 As under the previous legislation, listed companies are required
    to maintain a register of interests and short positions
    disclosed to them. This register may be the same as the register
    required by the previous legislation, adapted to include the
    additional information required to be disclosed by Part XV.
    Details must be entered on the register within 3 business days
    following the day of receipt of information by the listed
    company and the index must be updated within 10 business days of
    a name being entered on the register. In addition, the register
    must disclose details of any party holding shares pursuant to a
    concert party agreement (see above).

    If the register is not kept at the company's registered office,
    a listed company must inform the Registrar of Companies of its
    whereabouts using the prescribed form of notice now available on
    the SFC website.


    Investigations of shareholders by a listed company

    Under the SFO a listed company has the power to investigate the
    identity of holders of interests and short positions in its
    shares and also the ownership of equity derivatives where the
    underlying shares of such derivatives are shares in that listed
    company. As under the previous legislation, a listed company may
    be required to exercise its powers of investigation on the
    request of members.

    The listed company is then under a duty to inform the Stock
    Exchange, the SFC and, in the case of authorised financial
    institutions only, the Hong Kong Monetary Authority of any
    information received. This notification must be given before the
    end of the business day after the day on which the duty arises.
    The listed company must prepare a report of the information
    received pursuant to any such investigation and make that report
    available at its registered office within 10 business days of
    the end of the investigation and must deliver a copy of the
    report to the SFC and the Stock Exchange. Information received
    following an investigation must also be recorded in its register
    of interests and short positions.


    Offences

    It is an offence for anyone to fail, without reasonable excuse,
    to comply with an investigation made by a listed company or to
    make a false or misleading statement in response to such
    investigation.

    Further, a listed company and every officer who is in default
    commits an offence if they fail to prepare a report and deliver
    it to the SFC and the Stock Exchange within the specified
    periods.





    Please note that this summary is for general information
    purposes only. Specific legal advice should be sought when
    appropriate.
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