As mentioned in our previous client alerts, mandatory electronic filing of disclosure of interests notifications (“DI Forms”) through the DION System under Part XV of the Securities and Futures Ordinance (“SFO”) has come into effect on 3 July 2017.
This client alert highlights some of the key features of the DION System that persons having an obligation to make filings of DI Forms (“DI filers”) should pay attention to.
Access the DION System
The DION System is available on the HKEXnews website and can be accessed via the link: https://sdinotice.hkex.com.hk.
Register before the first filing through the DION System
A DI filer is required to register with the DION System before submitting the first DI Form under the DION System.
The DION System allows three types of users to register as DION System users for filing DI Forms, namely (i) Individual substantial shareholders/Directors/Chief Executives (ii) Corporate substantial shareholders/Directors/Chief Executives and (iii) Listed corporations. Each individual or corporation with disclosure obligation is expected to register their own account separately.
It will take a few minutes to complete the online registration process. As soon as the registration is completed, the DION System will send an account activation email to the registered email address. User is required to activate the account within three days through the link provided on the activation email. The account can be used immediately after activation.
How to get the new DI Forms?
The new DI Forms can be downloaded from the Hong Kong Exchanges and Clearing Limited (“HKEX”) website (https://sdinotice.hkex.com.hk) or the Securities and Futures Commission (“SFC”) website (http://www.sfc.hk/web/EN/rule-book/sfo-part-xv-disclosure-of-interests/di-notices.html).
If you download a DI Form from the HKEXnews website, you can either download (i) a complete blank form without logging in the DION System; or (ii) a blank form prefilled with certain profile information (provided during the registration process, which may be updated afterwards) after logging in the DION System. You can only download a complete blank form from the SFC website.
Submit new DI Forms through the DION System
The new DI Forms can only be submitted through the DION System.
Old DI Forms may be submitted by fax, hand, post or email during the transition period
During a 3-month period from 3 July 2017, DI filers may either submit the new DI Forms using the DION System, or alternatively, they may submit the old forms by fax, by post, by email or by hand to The Stock Exchange of Hong Kong Limited (“SEHK”) and to the listed corporation concerned.
Old forms cannot be submitted through the DION System.
For submission of old forms to the SEHK during the transition period by fax or by email, please note the following details: Fax: (852) 2845 6328; Email address: DI-Filings@hkex.com.hk.
A DI filer may authorise an agent to file the DI Forms
Same as the current practice, an individual or corporation who/which has disclosure obligation may authorise an agent to file DI Forms on behalf of the individual or corporation concerned. However, the individuals or corporations with disclosure obligations should note that it is their responsibility to ensure the information on the DI Forms is correct and the forms are submitted within the time allowed.
The DION System does not allow agents to be registered as a type of users for filing DI Forms. Each individual or corporation with disclosure obligation is expected to register their own account separately.
Timing of publication of DI Forms submitted through the DION System
If a DI Form was successfully submitted before 5:00 p.m. (HK time) on a normal business day through the DION System, it will be published on the HKEXnews website at 5:00 p.m. (HK time) on the same day.
Concert party agreements submitted through the DION System will be available on the HKEXnews website
Concert party document(s) filed together with the new DI Forms through the DION System can be viewed by clicking the hyperlink provided in the DI Forms published on the HKEXnews website.
For the concert party document(s) filed together with the old DI Forms, public enquirers would need to contact HKEX to request for onsite inspection at HKEX office.
Email notification to listed corporations
If a DI filer submits a DI Form through the DION System, the DI filer is not required to file a separate copy of the form with the listed corporation concerned.
Each listed corporation should have been registered as an E-Submission System (“ESS”) Authorised Person (“AP”) or a DI user (as applicable) with access rights to the DION System. When a DI Form is received through the DION System, the SEHK will notify the ESS AP or DI user (as applicable) by sending an email notification.
If a listed corporation considers that the email notification should reach more than one person, it may (i) create a group email account and add the group email address to the ESS user account email address field; or (ii) input multiple email accounts in the ESS user account email address field by separating different email addresses with a semicolon (maximum input is 60 characters) (e.g. inputting two email addresses in the format of A@A.com; B@B.com).
The ESS AP or DI user (as applicable) may log onto the DION System to view or download the complete set of DI Forms and related documents within 90 days from the date of the receipt of such form(s) and document(s) by the SEHK through the DION System.
The SEHK has provided a telephone hotline to answer questions during office hours on operational issues concerning the DION System. Please note however that neither the SFC nor the SEHK would advise on the disclosure obligations under Part XV of the SFO nor how to fill in the DI Forms.
Should you need any advice or assistance, please feel free to contact us.