Disclosure of Interests
SF REIT has adopted a disclosure of interests regime whereby certain provisions of Part XV of the SFO in relation to disclosure of interests are deemed, pursuant to the Trust Deed constituting SF REIT, to apply to the REIT Manager, the Directors or chief executives of the REIT Manager and certain persons interested in or having short positions in units of SF REIT.
How to Make Notification of Interests
The disclosure of interests notices (“DI Notices”) for making notification of interests in units of SF REIT can be obtained from the Disclosure of Interests pages of the website of Hong Kong Exchanges and Clearing Limited (“HKEX”). You can refer to the “Disclosure of Interests Online (“DION”) System User Guide” published by the HKEX and the “Outline of Part XV of the Securities and Futures Ordinance (CAP. 571) – Disclosure of Interests” published by the SFC for more information. If you have questions when completing the DI Notices, you should consult your professional advisers. The REIT Manager cannot advise you on how to fill in the DI Notices or answer queries on individual cases.
How to Submit DI Notices
DI Notices must be submitted electronically through the Disclosure of Interests Online System (“DION System”) available on the website of HKEX. DI Notices cannot be submitted by hand, post, fax or email.
When a DI Notice is received through the DION System, the REIT Manager will be notified by the HKEX through email.
The information contained in DI Notices with respect to interests in units of SF REIT are/will be published by HKEX on its HKEXnews website. The REIT Manager takes no responsibility for the contents of any such DI Notice, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any such DI Notice published or to be published on the HKEXnews website.
Pursuant to the Trust Deed, if a person who has a duty of disclosure of interests in units of SF REIT under the Trust Deed fails to make notification in accordance with the Trust Deed, irrespective of whether or not that person is a holder of units of SF REIT or not, the units of SF REIT in which that person is (or is deemed to be) interested (the “Affected Units”) shall be subject to any or all of the following actions which the REIT Manager may, in its absolute discretion, take in respect of any or all of the Affected Units:
(a) declare that the voting rights attached to any or all of the Affected Units to be suspended (and, upon such declaration, such voting rights shall be suspended for all purposes in connection with SF REIT)
(b) suspend the payment of any distributions in respect of any or all of the Affected Units (and, upon such suspension, any such distributions shall be retained in a trust account in the name of the REIT Manager pending the application of such distributions)
(c) impose an administrative fee of up to HK$0.10 per Affected Unit for each day of non-compliance from the date on which disclosure is due to be made by the person; and
(d) suspend registration and/or decline to register any transfer of part or all of the Affected Units
until the relevant notification requirements under the Trust Deed are fully complied with to the satisfaction of the REIT Manager.