Section: 310 Heading: Duty of disclosure: cases in which it may arise Version Date: 01/04/2003
Division 2-Disclosure of interests
and short positions
(1) Where-
(a) a person acquires an interest in shares comprised in the relevant share capital of a listed corporation or ceases to be interested in shares so comprised (whether or not having or retaining an interest in other shares so comprised); or
(b) any change occurs affecting facts relevant to the application of section 313 to a person's existing interest (or part thereof) in shares comprised in a listed corporation's share capital of any description,
then in the circumstances specified in section 313(1), he comes under the duty of disclosure.
(2) Where a person is-
(a) interested in shares comprised in the relevant share capital of a corporation at the time when the corporation becomes a listed corporation;
(b) interested in shares comprised in a listed corporation's share capital of a particular class at the time when the listed corporation's share capital of that class becomes relevant share capital; or
(c) interested in shares comprised in the relevant share capital of a listed corporation at the commencement of this Part, if such interest has not previously been disclosed to the listed corporation and the Exchange Company under the Securities (Disclosure of Interests) Ordinance (Cap 396) before its repeal under section 406,
then in the circumstances specified in section 313(2), he comes under the duty of disclosure.
(3) Where a person is interested in shares comprised in the relevant share capital of a listed corporation at the time when there is a reduction in the notifiable percentage level made by regulations, then in the circumstances specified in section 313(3), he comes under the duty of disclosure.
(4) Where-
(a) a person comes to have, or ceases to have, a short position in shares comprised in the relevant share capital of a listed corporation (whether or not having or retaining a short position in other shares so comprised); or
(b) any change occurs affecting facts relevant to the application of section 313 to a person's existing short position (or part thereof) in shares comprised in a listed corporation's share capital of any description,
then in the circumstances specified in section 313(4), he comes under the duty of disclosure.
(5) Where a person has a short position in shares comprised in the relevant share capital of a listed corporation at the commencement of this Part, then in the circumstances specified in section 313(5), he comes under the duty of disclosure.
(6) Where a person has a short position in shares comprised in the relevant share capital of a listed corporation at the time when there is a reduction in the specified percentage level made by regulations, then in the circumstances specified in section 313(6), he comes under the duty of disclosure.
(7) The existence of the duty of disclosure in a particular case depends (in part) on the circumstances obtaining before and after whatever is in that case the relevant time.
Section: 311 Heading: Interests to be disclosed Version Date: 01/04/2003
(1) Subject to subsection (2), the interests to be taken into account for the purposes of the duty of disclosure arising under section 310 are those in shares comprised in the relevant share capital of the listed corporation concerned.
(2) In subsection (1), a reference to interests in shares comprised in the relevant share capital of the listed corporation concerned includes a reference to interests in shares so comprised, which are the underlying shares of equity derivatives, that a person has, or ceases to have, by virtue of-
(a) the holding, writing or issuing by him of the equity derivatives;
(b) the exercise by, or against, him of rights under the equity derivatives; or
(c) the assignment by him, or the lapsing without exercise, of rights under the equity derivatives.
(3) A person has a notifiable interest at any time when he is interested in shares comprised in the relevant share capital of the listed corporation concerned of an aggregate nominal value equal to or more than the nominal value of the percentage of the issued equity share capital which is the notifiable percentage level for the time being.
Section: 312 Heading: Short positions to be disclosed Version Date: 01/04/2003
The short positions to be taken into account for the purposes of the duty of disclosure arising under section 310 are those in shares comprised in the relevant share capital of the listed corporation concerned.
Section: 313 Heading: Circumstances in which duty of disclosure arises Version Date: 01/04/2003
(1) The circumstances referred to in section 310(1) are those where-
(a) the person has a notifiable interest immediately after the relevant time, but did not have a notifiable interest immediately before the relevant time;
(b) the person had a notifiable interest immediately before the relevant time, but does not have a notifiable interest immediately after the relevant time;
(c) the person had a notifiable interest immediately before the relevant time, and has a notifiable interest immediately after the relevant time, but the percentage levels of his interest immediately before and immediately after the relevant time are not the same; or
(d) the person had a notifiable interest immediately before the relevant time, and has a notifiable interest immediately after the relevant time, but the nature of his interest (or part thereof) immediately before and immediately after the relevant time is not the same.
(2) The circumstances referred to in section 310(2) are those where the person has a notifiable interest immediately after the relevant time.
(3) The circumstances referred to in section 310(3) are those where the person has a notifiable interest immediately after the relevant time, but did not have a notifiable interest immediately before the relevant time.
(4) The circumstances referred to in section 310(4) are those where the person had a notifiable interest immediately before the relevant time, and has a notifiable interest immediately after the relevant time, and-
(a) the person-
(i) did not have a short position in shares comprised in the relevant share capital of the listed corporation concerned immediately before the relevant time; or
(ii) had a short position in shares so comprised immediately before the relevant time of a percentage level less than the specified percentage level,
but has a short position in shares so comprised immediately after the relevant time of a percentage level equal to or more than the specified percentage level;
(b) the person had a short position in shares so comprised immediately before the relevant time of a percentage level equal to or more than the specified percentage level, but does not have a short position in shares so comprised immediately after the relevant time of a percentage level equal to or more than the specified percentage level; or
(c) the person had a short position in shares so comprised immediately before the relevant time of a percentage level equal to or more than the specified percentage level, and has a short position in shares so comprised immediately after the relevant time of a percentage level equal to or more than the specified percentage level, but the percentage levels of his short position immediately before and immediately after the relevant time are not the same.
(5) The circumstances referred to in section 310(5) are those where the person has a notifiable interest immediately after the relevant time, and has a short position in shares comprised in the relevant share capital of the listed corporation concerned immediately after the relevant time of a percentage level equal to or more than the specified percentage level.
(6) The circumstances referred to in section 310(6) are those where-
(a) the person had a notifiable interest immediately before the relevant time, and has a notifiable interest immediately after the relevant time; and
(b) the person had a short position in shares so comprised immediately before the relevant time of a percentage level less than the specified percentage level, but has a short position in shares so comprised immediately after the relevant time of a percentage level equal to or more than the specified percentage level.
(7) A person who would otherwise come under a duty of disclosure in the circumstances specified in subsection (1)(c) is not under such a duty where-
(a) the percentage level of his interest in shares comprised in the relevant share capital of the listed corporation concerned, calculated in accordance with section 314(1), immediately after the relevant time is the same as or less than the percentage level of his interest in shares so comprised at the time of the relevant event giving rise to the last notification given by him where the duty of disclosure arose in the circumstances specified in subsection (1)(c); and
(b) the difference between-
(i) the percentage figure of his interest in shares so comprised, calculated in accordance with subsection (14)(a), at all times since the relevant event giving rise to the last notification given by him where the duty of disclosure arose in the circumstances specified in subsection (1)(c); and
(ii) the percentage figure of his interest in shares so comprised disclosed in the last notification given by him where the duty of disclosure arose in the circumstances specified in subsection (1)(c),
is less than 0.5%.
(8) A person who would otherwise come under a duty of disclosure in the circumstances specified in subsection (1)(d ) is not under such a duty where the percentage level of his interest (excluding that part of his interest the nature of which has changed immediately after the relevant time) in shares comprised in the relevant share capital of the listed corporation concerned, calculated in accordance with section 314(1) (by construing the reference in that section to the aggregate nominal value of all the shares in which a person is interested as a reference to the aggregate nominal value of the shares the nature of the person's interest in which has not changed), immediately after the relevant time-
(a) is the same as the percentage level of his interest in shares so comprised at the time of the relevant event giving rise to the last notification given by him where the duty of disclosure arose in the circumstances specified in subsection (1)(a), (c) or (d) (whichever is the latest); or
(b) is the same as or less than the percentage level of his interest in shares so comprised at the time of the relevant event giving rise to the last notification given by him where the duty of disclosure arose in the circumstances specified in subsection (1)(c), and the difference between-
(i) the percentage figure of his interest in shares so comprised, calculated in accordance with subsection (14)(a) (by construing the reference in that subsection to section 314(1) in the manner aforementioned in this subsection), at all times since the relevant event giving rise to the last notification given by him where the duty of disclosure arose in the circumstances specified in subsection (1)(c); and
(ii) the percentage figure of his interest in shares so comprised disclosed in the last notification given by him where the duty of disclosure arose in the circumstances specified in subsection (1)(c),
is less than 0.5%.
(9) A person who would otherwise come under a duty of disclosure in the circumstances specified in subsection (4)(c) is not under such a duty where-
(a) the percentage level of his short position in shares comprised in the relevant share capital of the listed corporation concerned, calculated in accordance with section 314(4), immediately after the relevant time is the same as or less than the percentage level of his short position in shares so comprised at the time of the relevant event giving rise to the last notification given by him where the duty of disclosure arose in the circumstances specified in subsection (4)(c); and
(b) the difference between-
(i) the percentage figure of his short position in shares so comprised calculated in accordance with subsection (14)(b) at all times since the relevant event giving rise to the last notification given by him where the duty of disclosure arose in the circumstances specified in subsection (4)(c); and
(ii) the percentage figure of his short position in shares so comprised disclosed in the last notification given by him where the duty of disclosure arose in the circumstances specified in subsection (4)(c),
is less than 0.5%.
(10) Subject to subsection (11), a qualified corporation which would otherwise come under a duty of disclosure in the circumstances specified in subsection (1) or (4) is not under such a duty if its holding company (or where its holding company is a qualified corporation of another holding company, that other holding company)-
(a) is, at the relevant time, taken under section 316(2)-
(i) to be interested in any shares in which the qualified corporation is interested; and
(ii) to have a short position in any shares in which the qualified corporation has a short position; and
(b) accordingly complies with the duty of disclosure.
(11) If a corporation ceases to be a qualified corporation of its holding company and in such circumstances the holding company is regarded as having ceased to be interested, or have a short position, in shares under section 316(6), the corporation is taken to have acquired that interest or come to have that short position (as the case may be).
(12) In subsections (10), (11) and (13), "qualified corporation" (合资格法团), in relation to a holding company, means a wholly owned subsidiary of the holding company (whether or not the holding company is itself a wholly owned subsidiary of another holding company).
(13) In subsection (1)(d), a reference to the nature of a person's interest as being not the same includes a reference to a change in the nature of-
(a) the person's title to shares comprised in the relevant share capital of the listed corporation concerned;
(b) any of the person's interest whether legal or equitable in shares so comprised;
(c) any of the person's interest in shares so comprised, which are the underlying shares of equity derivatives, on the exercise by, or against, him of rights under the equity derivatives; or
(d) any of the person's interest in shares so comprised in such other circumstances as are prescribed by rules made under section 377 for the purposes of this section,
but does not include a reference to a change in the nature of the person's interest in shares so comprised-
(i) on delivery of the shares to him, if his equitable interest in those shares is notifiable, or has previously been notified to the listed corporation concerned and the relevant exchange company, under any provision of this Division or Division 3 or 4;
(ii) due to a change in the terms on which rights under any equity derivatives may be exercised resulting from a change in the number of the underlying shares in issue;
(iii) on-
(A) the exercise of rights to subscribe for shares granted to him as part of a rights issue; or
(B) delivery of shares to him pursuant to a rights issue;
(iv) where another person, being a qualified lender, comes to have an interest in his shares by way of security; or
(v) where the person is a holding company, due to the acquisition of an interest in those shares by a qualified corporation of the person from another qualified corporation of the person.
(14) For the purposes of-
(a) subsections (7)(b) and (8)(b) and section 326(1)(b), "percentage figure" (百分率数字) means the percentage figure referred to in section 314(1) before rounding down, if applicable, to the next whole number; and
(b) subsection (9)(b) and section 326(1)(c), "percentage figure" (百分率数字) means the percentage figure referred to in section 314(4) before rounding down, if applicable, to the next whole number.
Section: 314 Heading: Percentage level in relation to notifiable interests and short positions Version Date: 01/04/2003
(1) Subject to subsections (2), (3) and (5), "percentage level" (百分率水平), in section 313(1)(c), (7) and (8), means the percentage figure found by expressing the aggregate nominal value of all the shares comprised in the relevant share capital of the listed corporation concerned in which the person is interested immediately before or immediately after (as the case may be) the relevant time as a percentage of the nominal value of the issued equity share capital of that listed corporation and rounding that figure down, if it is not a whole number, to the next whole number.
(2) For the purposes of subsection (1) and section 311(3), where the listed corporation concerned grants to the person rights to subscribe for, or offers to the person, as part of a rights issue, shares comprised in its relevant share capital, the nominal value of the issued equity share capital of the listed corporation at all times from the grant or offer (as the case may be) up to the completion or termination of the rights issue (whichever is the earlier) is taken to be the aggregate of-
(a) the nominal value of the issued equity share capital of the listed corporation immediately before the grant or offer (as the case may be); and
(b) the nominal value of the new shares to be issued upon the completion of the rights issue.
(3) In determining the aggregate nominal value of shares comprised in the relevant share capital of the listed corporation in which a person is interested for the purposes of subsection (1) and section 311(3), there shall be disregarded any short position which that person has in shares so comprised which, if included in the calculation of the aggregate nominal value of the shares so comprised in which the person is interested, would reduce the aggregate nominal value of those shares.
(4) Subject to subsection (5), "percentage level" (百分率水平), in sections 313(4), (5), (6) and (9), 325(3) and 326(1)(j), means the percentage figure found by expressing the aggregate nominal value of all the shares comprised in the relevant share capital of the listed corporation concerned in which the person has a short position immediately before or immediately after (as the case may be) the relevant time as a percentage of the nominal value of the issued equity share capital of that listed corporation and rounding that figure down, if it is not a whole number, to the next whole number.
(5) Where the listed corporation's share capital is divided into different classes of shares-
(a) a reference in this section and section 311(3) to the aggregate nominal value of shares comprised in the relevant share capital of the listed corporation in which the person is interested or has a short position shall be construed as a reference to the aggregate nominal value of the shares comprised in each of the classes taken separately; and
(b) a reference in this section to a percentage of the nominal value of the listed corporation's issued equity share capital shall be construed as a reference to a percentage of the nominal value of the issued shares comprised in each of the classes taken separately.
(6) In subsection (2), "completion" (完成), in relation to a rights issue, means the issue of shares comprised in the relevant share capital of the listed corporation pursuant to the rights issue.
Section: 315 Heading: Notifiable percentage level and specified percentage level Version Date: 01/04/2003
(1) A reference to notifiable percentage level in this Part shall be construed as a reference to-
(a) subject to paragraph (b), 5%; or
(b) where any other percentage is prescribed by regulations for the purposes of this subsection, such other percentage,
and different percentages may be prescribed in relation to corporations of different classes or descriptions.
(2) A reference to specified percentage level in this Part shall be construed as a reference to-
(a) subject to paragraph (b), 1%; or
(b) where any other percentage is prescribed by regulations for the purposes of this subsection, such other percentage.
Section: 316 Heading: Notification of family and corporate interests and short positions Version Date: 01/04/2003
(1) For the purposes of this Division and Divisions 3 and 4, a person is taken-
(a) to be interested in any shares in which his spouse, or any minor child (natural or adopted) of his, is interested; and
(b) to have a short position in any shares in which his spouse, or any minor child (natural or adopted) of his, has a short position.
(2) For the purposes of this Division and Divisions 3 and 4, a person is taken-
(a) to be interested in any shares in which a corporation is interested; and
(b) to have a short position in any shares in which a corporation has a short position,
if-
(i) that corporation or its directors are accustomed or obliged to act in accordance with his directions or instructions; or
(ii) subject to subsection (5), he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that corporation.
(3) Where-
(a) a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a corporation; and
(b) that corporation is entitled to exercise or control the exercise of any of the voting power at general meetings of another corporation ("the effective voting power"),
then, for the purposes of subsection (2)(ii), the effective voting power is taken as exercisable by that person.
(4) For the purposes of subsections (2) and (3), a person is entitled to exercise or control the exercise of voting power if-
(a) he has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
(b) he is under an obligation (whether subject to conditions or not) the fulfilment of which would make him so entitled.
(5) For the purposes of subsections (2) and (3), a person is not taken-
(a) to be interested in any shares in which a corporation is interested; or
(b) to have a short position in any shares in which a corporation has a short position,
if-
(i) that corporation is interested in those shares or has a short position in those shares (as the case may be) by reason only of its obligation or power to invest in, manage, deal in or hold interests in those shares on behalf of its customers in the ordinary course of its business as an investment manager, custodian or trustee;
(ii) to the extent that the corporation has any right or power to vote in respect of those shares arising from or by reason of its capacity as an investment manager, custodian or trustee, such right or power is exercisable by that corporation independently without any reference to the person or any related corporation of the person; and
(iii) when performing its functions as an investment manager, custodian or trustee, the power of that corporation to invest in, manage, deal in or hold interests in those shares is exercised by that corporation independently without any reference to the person or any related corporation of the person.
(6) A person who is taken to be interested, or have a short position, in shares under subsection (2) shall be regarded as having ceased to be interested, or have a short position, in the shares if subsection (2)(i) or (ii) no longer applies.
(7) In subsection (5)-
(a) "investment manager" (投资经理) means-
(i) an intermediary licensed or registered for Type 9 regulated activity; or
(ii) a corporation which is licensed, registered or exempt in a place outside Hong Kong recognized for the purposes of this section by the Commission for an activity which is equivalent to Type 9 regulated activity,
and is authorized to manage investments in securities for another person under a written agreement; and
(b) "trustee" (受托人) means a corporation the principal business of which is to hold property belonging to another person under the provisions of a trust deed.
Section: 317 Heading: Agreement to acquire interests in particular listed corporation Version Date: 01/04/2003
(1) This section applies in relation to an agreement between 2 or more persons which includes provisions for the acquisition by any one or more of them of interests in shares comprised in the relevant share capital of a particular listed corporation ("the target corporation"), if-
(a) the agreement also includes provisions imposing obligations or restrictions on any one or more of the parties to it with respect to their use, retention or disposal of their interests in shares comprised in the relevant share capital of the target corporation acquired in pursuance of the agreement (whether or not together with any other interests of theirs in the shares comprised in the relevant share capital of the target corporation to which the agreement relates); or
(b) the agreement provides for the making of a loan, or the providing of security for a loan, by a controlling person or a director of the target corporation to any person on the understanding or with the knowledge that such loan (or part thereof) would be used or applied for the acquisition of an interest in shares comprised in the relevant share capital of the target corporation,
and an interest in shares comprised in the relevant share capital of the target corporation is in fact acquired by any of the parties in pursuance of such agreement.
(2) In subsection (1)(a), a reference to the use of interests in shares comprised in the relevant share capital of the target corporation shall be construed as a reference to the exercise of any rights, or of any control or influence, arising from those interests (including the right to enter into any agreement for the exercise, or for the control of the exercise, of any of those rights by another person).
(3) Once any interest in shares comprised in the relevant share capital of the target corporation has been acquired in pursuance of an agreement to which this section applies, this section continues to apply to the agreement irrespective of-
(a) whether or not any further acquisitions of interests in shares comprised in the relevant share capital of the target corporation take place in pursuance of the agreement;
(b) any change in the persons who are for the time being parties to it; and
(c) any variation of the agreement,
so long as the agreement continues to include provisions of any description referred to in subsection (1)(a) or (b).
(4) In subsection (3), a reference to the agreement includes a reference to any agreement having effect (whether directly or indirectly) in substitution for an earlier agreement.
(5) In subsection (1), a reference to an agreement, in so far as subsection (1)(a) applies, does not include-
(a) a reference to an agreement which is not legally binding unless it involves mutuality in the undertakings, expectations or understandings of the parties to it; and
(b) a reference to an agreement to underwrite or sub-underwrite any offer of shares in a corporation, if the agreement is confined to that purpose and any matters incidental to it.
(6) In subsection (1), a reference to an agreement, in so far as subsection (1)(b) applies, does not include a reference to an agreement under which a controlling person or a director of the target corporation makes the loan in the ordinary course of his business as a qualified lender.
(7) For the purposes of this section, "controlling person" (控权人士), in relation to a corporation, means a person who, either alone or with any of his associates-
(a) is entitled to exercise or control the exercise of not less than-
(i) subject to subparagraph (ii), 30%; or
(ii) where any other percentage is prescribed by rules made under section 397 for the purposes of this subsection, such other percentage,
of the voting power at general meetings of the corporation;
(b) has the right to nominate any of the directors of the corporation; or
(c) has an interest in shares carrying the right to-
(i) veto any resolution; or
(ii) amend, modify, limit or add conditions to any resolution,
at general meetings of the corporation.
Section: 318 Heading: Interests of parties to agreement Version Date: 01/04/2003
(1) In the case of an agreement to which section 317 applies, each party to the agreement is taken (for the purposes of the duty of disclosure) to be interested in any shares comprised in the relevant share capital of the target corporation in which any other party to the agreement is interested apart from the agreement (whether or not the interest of the other party in question was acquired, or includes any interest which was acquired, in pursuance of the agreement).
(2) For the purposes of subsection (1) and sections 319 and 326(6)(b), an interest of a party to such an agreement in shares comprised in the relevant share capital of the target corporation is an interest apart from the agreement if he is interested in those shares otherwise than by the application of this section and section 317 in relation to the agreement.
(3) Accordingly, any such interest of the party to the agreement (apart from the agreement) includes, for the purposes of subsection (1) and section 319, any interest which he is taken to have under section 316 or by the application of this section and section 317 in relation to any other agreement with respect to shares comprised in the relevant share capital of the target corporation to which he is a party.
Section: 319 Heading: Duty of parties to agreement acting together to keep each other informed Version Date: 01/04/2003
(1) A person who is a party to an agreement to which section 317 applies is subject to the requirements of this section at any time when-
(a) the target corporation is a listed corporation, and he knows it to be so;
(b) the shares in the target corporation to which the agreement relates consist of or include shares comprised in the relevant share capital of the target corporation, and he knows that to be the case; and
(c) he knows the facts which make the agreement one to which section 317 applies.
(2) A person who is subject to the requirements of this section is under a duty to give notification to every other party to the agreement of the relevant particulars of his interest apart from the agreement (if any) in shares comprised in the relevant share capital of the target corporation-
(a) on his first becoming subject to the requirements of this section; and
(b) on each occurrence after that time and while he is still subject to those requirements of any event or change referred to in section 310(1), (2) or (3) (as it applies to his case otherwise than by reference to interests which he is taken to have under section 318 as applying to that agreement).
(3) The relevant particulars to be notified under subsection (2) are the number of shares (if any) comprised in the relevant share capital of the target corporation which the person giving the notification would be required to state as his interest if he were under the duty of disclosure with respect to that interest (apart from the agreement) immediately after the time when the duty to give notification under subsection (2) arose.
(4) A person who is a party to an agreement to which section 317 applies is under a duty to give notification to every other party to the agreement of his current address-
(a) on his first becoming subject to the requirements of this section; and
(b) on any change in his address occurring after that time and while he is still subject to those requirements.
(5) If a person is under a duty to give any notification required by this section to any other person, the notification shall be given within 3 business days after the day on which that duty arises.
Section: 320 Heading: Circumstances in which persons have interests in shares or short positions by attribution Version Date: 01/04/2003
Expanded Cross Reference:
310, 311, 312, 313
(1) In sections 310 to 313- <* Note - Exp. X-Ref.: Sections 310, 311, 312, 313 *>
(a) a reference to a person acquiring an interest in shares comprised in the relevant share capital of a listed corporation or ceasing to be interested in shares so comprised includes a reference to his becoming or ceasing to be interested in those shares by virtue of another person's interest;
(b) a reference to the nature of a person's interest in shares comprised in the relevant share capital of a listed corporation as being not the same includes a reference to a change in the nature of his interest in those shares by virtue of a change in the nature of another person's interest; and
(c) a reference to a person coming to have a short position in shares comprised in the relevant share capital of a listed corporation or ceasing to have a short position in shares so comprised includes a reference to his coming to have or ceasing to have a short position in those shares by virtue of another person's short position.
(2) Subsection (1) applies where-
(a) a person becomes or ceases to be interested in shares comprised in the relevant share capital of a listed corporation;
(b) the nature of a person's interest in shares so comprised changes; or
(c) a person comes to have or ceases to have a short position in shares so comprised,
under section 316 or 318 (as the case may be) whether-
(i) by virtue of the fact that the other person who is interested, or has a short position, in those shares becomes or ceases to be a person by reference to whose interests or short positions (if any) he is taken to have an interest or short position (as the case may be) under section 316 or 318;
(ii) in consequence of the fact that the other person has become or ceased to be interested in those shares, the nature of the other person's interest in those shares has changed, or the other person has come to have or ceased to have a short position in those shares (as the case may be);
(iii) in consequence of the fact that he himself becomes or ceases to be a party to an agreement to which section 317 applies to which the other person interested in those shares is for the time being a party; or
(iv) in consequence of the fact that an agreement to which both he and the other person are parties becomes or ceases to be one to which section 317 applies.
(3) Upon-
(a) a person becoming or ceasing to be interested in shares comprised in the relevant share capital of a listed corporation;
(b) a change in the nature of a person's interest in shares so comprised; or
(c) a person coming to have or ceasing to have a short position in shares so comprised,
(as the case may be) in the circumstances specified in subsection (2), the person shall be deemed to know that he has acquired an interest in those shares or has ceased to be interested in those shares, or that the nature of his interest in those shares has changed, or that he has come to have a short position in those shares or has ceased to have a short position in those shares (as the case may be), when he knows both-
(i) the relevant facts with respect to the other person's interest or short position (as the case may be) in those shares; and
(ii) the relevant facts by virtue of which he himself has become or ceased to be interested, or come to have or ceased to have a short position (as the case may be) in those shares under section 316 or 318.
(4) A person has the knowledge referred to in subsection (3)(i) if he knows (whether contemporaneously or not) either-
(a) of the fact that the other person is interested in those shares, or the nature of the other person's interest in those shares changes, or the other person has a short position in those shares (as the case may be) at any material time; or
(b) of the fact that the other person has become or ceased to be interested in those shares, or the nature of the other person's interest in those shares has changed, or the other person has come to have or ceased to have a short position in those shares (as the case may be) at any material time.
(5) A person shall be deemed to know of the fact that-
(a) the other person is interested in those shares or the nature of the other person's interest in those shares changes (as the case may be); or
(b) the other person has become or ceased to be interested in those shares or the nature of the other person's interest in those shares has changed (as the case may be),
if he has been notified under section 319 of facts which indicate that the other person is or has become or ceased to be interested in those shares or the nature of the other person's interest in those shares changes or has changed (as the case may be), whether on the other person's own account or by virtue of a third party's interest in them.
(6) In subsection (4), "material time" (关键时间) means any time at which the interests or short positions (as the case may be) of the person concerned which are taken to be his under section 316 or 318 fall or fell to be so taken.
Section: 321 Heading: Notification by agents Version Date: 01/04/2003
Where a person authorizes another person ("the agent")-
(a) to acquire or dispose of, on his behalf, interests in shares comprised in relevant share capital of a listed corporation; or
(b) to have or cease to have, on his behalf, short positions in shares so comprised,
he shall secure that the agent notifies him immediately of acquisitions or disposals of interests, or having or ceasing to have short positions, effected by the agent which will or may give rise to any duty of disclosure or any duty to give notification under any provision of this Division or Division 3 or 4 with respect to his interests or short positions in those shares.
