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

309. Exemptions
(1) The Commission may, after consultation with the Financial Secretary, publish guidelines for the exemption of any person from all or any of the provisions of this Part.
(2) The Commission may, upon the application of a corporation, having regard to the guidelines published under subsection (1) and imposing such conditions as it considers appropriate, exempt the applicant corporation, and any other person in relation to that corporation, from all or any of the provisions of this Part.
(3) The Commission may, upon the application of the holder, writer or issuer, or the prospective holder, writer or issuer, of any equity derivatives, having regard to the guidelines published under subsection (1) and imposing such conditions as it considers appropriate, exempt the applicant, and any other person who is taken to have an interest or short position in the underlying shares of the equity derivatives by virtue of the holding, writing or issuing of the equity derivatives, from all or any of the provisions of this Part.
(4) The Commission may from time to time—
(a) suspend or withdraw an exemption granted under subsection (2) or (3) on the ground that the conditions subject to which the exemption was granted have not been complied with or on such other ground as the Commission considers appropriate; or
(b) amend any condition imposed under subsection (2) or (3).
(5) The Commission shall publish, by the use of the Internet, such particulars of the exemptions granted, suspended or withdrawn under this section as it considers appropriate. (Amended 9 of 2012 s. 43)
(6) Guidelines published under subsection (1) are not subsidiary legislation.

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

311. Interests to be disclosed
(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 voting shares in the listed corporation concerned.
(2) In subsection (1), a reference to interests in voting shares in the listed corporation concerned includes a reference to interests in such voting shares, which are the underlying shares of equity derivatives, that a person has, or ceases to have, by virtue of— (Amended 28 of 2012 ss. 912 & 920 and L.N. 162 of 2013)
(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 the aggregate number of voting shares in the listed corporation concerned in which the person is interested, when expressed as a percentage of the number of issued voting shares in the listed corporation at that time, is equal to or more than the notifiable percentage level for the time being.
(Amended 28 of 2012 ss. 912 & 920 and L.N. 162 of 2013)

312. Short positions to be disclosed
The short positions to be taken into account for the purposes of the duty of disclosure arising under section 310 are those in voting shares in the listed corporation concerned.
(Amended 28 of 2012 ss. 912 & 920 and L.N. 162 of 2013)

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

316. Notification of family and corporate interests and short positions
(1) For the purposes of this Division and Divisions 3 and 4, a person is taken—
(a) to be interested in any voting 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 voting 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 voting shares in which a corporation is interested; and
(b) to have a short position in any voting 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

317. Agreement to acquire interests in particular listed corporation
(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 voting shares in a particular listed corporation (the target corporation

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

318. Interests of parties to agreement
(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 voting shares in 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 voting shares in the target corporation is an interest apart from the agreement if he is interested in those voting shares otherwise than by the application of this section and section 317 in relation to the agreement. (Amended 19 of 2015 s. 2)
(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 voting shares in the target corporation to which he is a party.
(Amended 28 of 2012 ss. 912 & 920 and L.N. 162 of 2013)