Securities and Futures Ordinance (SFO)
The Securities and Futures Ordinance ("SFO"), which has come into effect on 1 April 2003, has widened the previous regime governing the disclosure of interests in Hong Kong listed securities, with the aim of promoting transparency in Hong Kong's securities markets. The SFO requires disclosure of substantial shareholdings in corporations listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") but most significantly, has
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reduced the threshold for disclosure by substantial shareholders from 10% to 5%; |
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required disclosure of short positions (including stock borrowings); and
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required disclosure of changes in the nature of the interest (including stock lendings).
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SFO requires disclosure (i) by a person who has an interest representing 5% or more of the relevant share capital (a "substantial shareholder") of Orient Overseas (International) Limited (the "Company") of his interest (a "notifiable interest"); (ii) of interest in short positions of 1% or more by a substantial shareholder only if he already has a notifiable interest; and (iii) of changes in the nature of such interest (including any stock lendings), within 3 business days after he has entered a transaction or a series of transactions concerning the shares which would be, in aggregate (as the case may be), a notifiable interest or when he becomes aware that he has a notifiable interest.
The Company's ordinary shares are listed on the Stock Exchange and as long as you are a substantial shareholder, you have a duty to disclose your notifiable interest to the Company and the Stock Exchange at the same time. Please be advised that the Company has currently issued 625,793,297 ordinary shares.
The prescribed forms for Individual Substantial Shareholder Notice ("Form 1") and for Corporate Substantial Shareholder Notice ("Form 2") (collectively the "DI Notice") (with instruction notes for completion) can be downloaded from the website of Securities and Futures Commission at http://www.sfc.hk/sfc/html/EN/forms/interests/dinotes/dinotes.html under "Forms and Notes for filling DI Notices"
Please complete the relevant DI Notice (as applicable) and thereafter file it through mail, by hand to the Stock Exchange and the Company.
You are reminded that this communication does not purport to be an exhaustive summary of the SFO or the law concerned but provides a short summary of the salient points of the disclosure requirements under the SFO for our shareholders' easy reference use. As this is a complex area of law, please consult with your professional advisors as regards the interests that you are required to disclose.
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