Hong Kong- SFC Update Disclosure of Interests Substantial Shareholding

Hong Kong- SFC Update Disclosure of Interests Substantial Shareholding

On 24 May 2024, HK SFC issued circular on treasury units of REITs.

  • HK SFC issued circular to management companies of SFC-authorized real estate investment trusts (REIT), regarding treasury units of SFC-authorized REITs.
  • Also amended the Outline of part XV of the Securities and futures ordinance (cap. 571)(SFO), disclosure of interests (DI), re mandatory electronic filing for DI notices.


  • SFC-authorized REITs are able to repurchase their own units on HKEX, subject to similar requirements applicable to listed companies under the listing rules of HKEX.
  • HKEX has made various amendments to the listing rules re treasury shares.

Amendments for REITs

  • SFC-authorized REITs may hold repurchased units in treasury and resell them, subject to similar requirements as applicable to treasury shares of listed companies.
  • Requirements include conducting resale on a pre-emptive basis or with a shareholders’ mandate, disclosure and reporting requirements, imposition of a moratorium period after resale or repurchase, voting and dealing restrictions, and lock-up requirements.
  • Number of units repurchased by a REIT under a repurchase mandate and held in treasury may be added to the issue mandate limit of no more than 20% increase of new units; no need separate unitholders’ approval for resale of the treasury units.
  • Treasury units are not outstanding and are excluded from a REIT’s issued/voting units.
  • They shall not be entitled to unitholders’ rights including distribution and voting rights.
  • Any changes in the number of treasury units of REITs should be reported in the next-day disclosure returns and monthly returns, as per appendix E3 to the listing rules.
  • Provided revised FAQs, and a revised compliance checklist for unit buy-back circular.

Disclose of Interest

  • Amended section 5.9.1-3 of outline of part XV of SFO regarding treasury shares.
  • Follows SFC, HKMA May 2017 issued forms for disclosure of substantial shareholdings.


  • The listing rules amendments will come into effect on Jun. 11, 2024.