HK-Listed Companies

One regime for directors and large holders

Hong Kong has no stand-alone insider-trade form. Directors' dealings and large stakes both fall under the disclosure of interests regime in Part XV of the Securities and Futures Ordinance (SFO), overseen by the Securities and Futures Commission (SFC). Notices are filed electronically with the Stock Exchange through the DION system, and HKEX publishes them in a searchable database, Disclosure of Interests (DI), with private data such as identity card numbers removed.

Directors and chief executives report each dealing

A director or chief executive of a listed corporation discloses interests and short positions in any shares of the corporation and of its associated corporations, not only voting shares, plus interests in debentures. After the initial notification, each acquisition or disposal of an interest, and each change in its nature, calls for a new notice. Interests held by a spouse and by children under 18 count as the director's own.

The standard deadline is three business days after the event. Initial notifications, for instance on appointment, get ten business days.

Whole-percentage triggers above 5%

A substantial shareholder is anyone interested in 5% or more of a class of voting shares. They notify when they first reach 5%, when they drop below it, and whenever their interest crosses a whole percentage number above 5%, for example from 6.8% to 7.1%. Short positions above 1% are reported as well. A trade that does not cross a whole number produces no notice.

The Model Code blackout

On top of Part XV, Appendix C3 of the Main Board Listing Rules, the Model Code for Securities Transactions by Directors of Listed Issuers, bars directors from dealing in the 60 days before annual results are published, and in the 30 days before half-year or quarterly results (or from the period end, if that is shorter). Dealing on the day results come out is also barred, save in exceptional circumstances.

DI notices on this site

Our Hong Kong feed reads the DI daily summaries published by HKEX and is classed per-trade: each record is one notified dealing by a director, chief executive or substantial shareholder, with Hong Kong dollar amounts converted to euros. Directors report every dealing, while substantial shareholders' notices mark threshold crossings, so the two groups file at very different rates.