### Securities and Futures Ordinance 《證券及期貨條例》

319. Duty of parties to agreement acting together to keep each other informed
(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 voting shares in the target corporation, and he knows that to be the case; and (Amended 28 of 2012 ss. 912 & 920 and L.N. 162 of 2013)
(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 voting shares in the target corporation— (Amended 28 of 2012 ss. 912 & 920 and L.N. 162 of 2013)
(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 voting shares (if any) in 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. (Amended 28 of 2012 ss. 912 & 920 and L.N. 162 of 2013)
(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.

### Securities and Futures Ordinance 《證券及期貨條例》

321. Notification by agents
Where a person authorizes another person (the agent

### Securities and Futures Ordinance 《證券及期貨條例》

328. Offences for non-compliance with notification requirements
A person—
(a) who, without reasonable excuse, fails to perform, within the period specified in section 325(1)(a) or (b), (2)(a) or (b) or (3)(a) or (b) (as the case may be), a duty of disclosure arising under Division 2 in accordance with the provisions of this Part applicable to that duty;
(b) who—
(i) in purported performance of any such duty makes to a listed corporation or to the relevant exchange company a statement which is false or misleading in a material particular; and
(ii) knows that, or is reckless as to whether, the statement is false or misleading in a material particular;
(c) who, without reasonable excuse, fails to perform, within the period specified in section 319(5), a duty to give another person a notification required by section 319 in accordance with the provisions of this Part applicable to that duty; or
(d) who, without reasonable excuse, fails to comply with section 321 to secure the giving of notification to him by the agent,
commits an offence and is liable—
(i) on conviction on indictment to a fine at level 6 and to imprisonment for 2 years; or
(ii) on summary conviction to a fine at level 3 and to imprisonment for 6 months.

### Securities and Futures Ordinance 《證券及期貨條例》

330. Duty to notify relevant exchange company, Commission and Monetary Authority of information given under section 329
(1) Whenever in pursuance of a requirement imposed by a listed corporation on a person under section 329 the listed corporation receives any information, the listed corporation is under a duty to notify the relevant exchange company and the Commission of that information.
(2) Upon receipt of any information under subsection (1), the relevant exchange company shall forthwith publish such information in such manner and for such period as may be approved by the Commission.
(3) Whenever in pursuance of a requirement imposed by a listed corporation that is, or is the holding company of, an authorized financial institution on a person under section 329 the listed corporation receives any information, the listed corporation is under a duty (in addition to the duty imposed by subsection (1)) to notify the Monetary Authority of that information.
(4) If a listed corporation is under a duty to give any notification required by subsection (1) or (3), the notification shall be given before the end of the business day after the day on which that duty arises.
(5) If default is made in complying with subsection (1), (3) or (4), the listed corporation concerned and every officer of it who is in default commit an offence and each is liable on conviction to a fine at level 1.

### Securities and Futures Ordinance 《證券及期貨條例》

331. Listed corporation to investigate ownership of interests in its voting shares, etc. on requisition by members
(Amended 19 of 2015 s. 2)(1) A listed corporation may be required to exercise its powers under section 329 on the requisition of members of the corporation holding, at the date of the deposit of the requisition, in aggregate not less than 10% of the total number of issued voting shares in the corporation. (Amended 28 of 2012 ss. 912 & 920 and L.N. 162 of 2013)
(2) The requisition must—
(a) state that the requisitionists are requiring the listed corporation to exercise its powers under section 329;
(b) specify the manner in which they require those powers to be exercised; and
(c) give reasonable grounds for requiring the listed corporation to exercise those powers in the manner specified,

and, subject to subsection (3), must be signed by the requisitionists and deposited at the listed corporation’s registered office.
(3) The requisition may consist of several documents in like form each signed by one or more requisitionists.
(4) On the deposit of a requisition complying with this section, it is the duty of the listed corporation to exercise its powers under section 329 in the manner specified in the requisition.
(5) If default is made in complying with subsection (4), the listed corporation concerned and every officer of it who is in default commit an offence and each is liable—
(a) on conviction on indictment to a fine at level 6; or
(b) on summary conviction to a fine at level 3.
(6) In this section and in sections 332 and 333, a reference to a corporation’s registered office shall, where the corporation does not have a registered office in Hong Kong, be deemed to be a reference to the corporation’s principal place of business in Hong Kong.