《LAWS OF HONG KONG SECURITIES ORDINANCE CHAPTER 333》

CHAPTER 333SECURITIES ORDINANCE6

ARRANGEMENT OF SECTIONS6

PART ⅠPRELIMINARY MATTERS6

1. Short title6

2. Interpretation6

3. Saving for certain transactions12

4. Definition of related corporation14

5. Interests in securities15

PART ⅡCOMMISSIONER FOR SECURITIES AND SECURITIES COMMISSION17

Commissioner for Securities17

6.Appointment of Commissioner for Securities17

7. Powers, functions and duties of Commissioner17

8. Commissioner to have seal17

Securities Commission17

9.Establishment of Securities Commission17

10. Membership of Commission17

11. Chairman and deputy chairman of Commission18

12. Meetings of the Commission19

13. Functions of Commission19

14. Rules20

15. Powers of Commission21

16. Commission may establish committees21

Miscellaneous Matters relating to Commissioner and Commission22

17.Power of Governor to give directions to Commissioner and Commission22

18. Expenditure and income of Commissioner and Commission22

19. Unlawful use of information22

PART ⅢSTOCK EXCHANGES24

20. Restriction on establishment of stock exchanges24

21. Restriction on use of the title "stock exchange"24

22. Dealer not to deal in securities in a stock market that is not a stock exchange24

23. Power of entry and search, etc24

24. Power to order closure25

25. Power of Commission to approve a registered company as a stock exchange26

26. Revocation of approval and suspension of dealings for misconduct, etc30

27. Commissioner may order closure of stock exchanges in emergencies, etc31

28. Revocation of approval, etc., to be notified in the Gazette32

29. Appeal against revocation of approval, etc32

30. Commission to be notified of proposed amendments to constitution and rules of stock exchange32

PART ⅣHONG KONG FEDERATION OF STOCK EXCHANGES33

31. Establishment of Hong Kong Federation of Stock Exchanges33

32. Council of Federation33

33. Chairman and deputy chairman of the Council34

34. Deputies of members35

35. Meetings of the Council35

36. Functions of the Federation36

37. Powers of Federation and Council36

PART ⅤSECURITIES COMMISSION DISCIPLINARY COMMITTEE37

38. Constitution of Disciplinary Committee37

39. Powers of Disciplinary Committee38

40. Costs39

41. Recovery of penalties, costs, and expenses39

42. Evidence at hearing, etc39

43. Immunity of Disciplinary Committee, witnesses, solicitors and counsel40

44. Witnesses' expenses40

45. Rules of procedure40

46. Form and proof of orders of Disciplinary Committee40

PART ⅥREGISTRATION OF DEALERS, INVESTMENT ADVISERS, AND REPRESENTATIVES40

47. Application of Part Ⅵ40

48. Registration as a dealer41

49. Registration as an investment adviser41

50. Registration as a representative41

51. Grant of certificates of registration42

51A. Private company to have at least one director42

52. Deposit required before registration as a dealer42

52A. Accounts of sums deposited under section 5245

53. Refusal of registration45

54. Renewal of registration47

55. Revocation and suspension of certificates of registration in certain eases48

56. Powers of Commissioner in relation to misconduct, etc49

57. Effect of revoking or suspending registration50

58. Appeal to the Disciplinary Committee against refusals of application, etc51

59. Appeals from decisions of the Disciplinary Committee, etc. in certain cases51

60. Exempt dealers51

61. Exempt investment advisers53

62. Offence to make a false representation for the purpose of obtaining a certificate of registration under this Part53

63. Information to be provided by dealers, etc53

64. Commissioner to keep a register of dealers, etc54

65. Publication of names of registered dealers, etc55

PART ⅦRECORDS55

66. Application of Part Ⅶ55

67. Certain persons to maintain registers of securities55

68. Certain notices to be given to the Commissioner56

69. Defences57

70. Power of Commissioner to require certain information to be supplied to him57

71. Power of Commissioner to supply copy of register57

PART ⅧTRADING IN SECURITIES57

72. Offers by dealers57

73. Calls by registered dealers59

74. Hawking of securities60

75. Issue of contract notes61

76. Dealers not to engage in option or forward trading62

77. Dealers to provide certain information, etc. to client62

78. Certain representations prohibited63

79. Disclosure of certain interests63

80. Short selling prohibited65

81. Disposition of security documents66

PART ⅨACCOUNTS AND AUDIT67

82. Application and interpretation of Part Ⅸ67

83. Accounts to be kept by dealers67

84. Certain money received by dealer to be paid into a trust account69

85. Money in trust account not available for payment of debts, etc70

86. Claims and liens not affected70

87. Dealer to appoint auditor71

87A. Dealer's financial year71

88. Dealer to lodge auditor's report71

89. Auditor to send report directly to Commissioner in certain cases72

90. Power of Commissioner to appoint auditor72

91. Power of Commissioner to appoint an auditor on the application of a client73

92. Auditor to report to Commissioner73

93. Powers of auditors73

94. Right of auditors and employees to communicate certain matters74

95. Books, accounts, and records to be produced on demand74

96. Offence to destroy, conceal, or alter records or send records or other property outside Hong Kong75

97. Right of committee to impose obligations, etc., on members of exchange not affected by this Part75

PART ⅩCOMPENSATION FUND75

98. Interpretation75

99. Establishment of compensation fund76

100. Securities Commission Compensation Fund Committee76

101. Money constituting the compensation fund77

102. Money to be kept in bank account77

103. Accounts of fund77

104. Stock exchanges to make deposits in respect of members78

105. Balance of sums in bank aceount may be invested78

106. Repayment of deposits in certain cases79

107. Replenishment of fund in certain cases79

108. Payments out of the fund80

109. Claims against the fund81

110. Powers of Commission to increase payments made in respect of claims82

111. Rights of innocent partner, etc. in relation to the fund82

112. Notice calling for claims against the fund83

113. Power of the Council of Federation in respect of claims84

114. Council of Federation may require production of securities, etc84

115. Court proceedings to establish a claim against the fund85

116. Supplementary provisions relating to proceedings brought under section 11585

117. Form of court order establishing claim85

118. Subrogation of the Commission to rights, etc., of claimant on payment from fund85

119. Payment of claims only from the fund86

120. Provision where fund is insufficient to meet claims or where claims exceed total amount payable86

121. Power of Commission to return contributions on winding up stock exchange86

PART ⅪINSPECTIONS AND INVESTIGATIONS87

Inspections87

122.Inspection of books, etc. of registered persons and others87

123. Power of Commissioner to investigate transactions87

124. Investigation of certain matters88

125. Seizure of documents and articles believed to relate to a contravention of Part Ⅷ or Part Ⅻ88

Investigations89

126.Interpretation for the purposes of sections 127 to 13489

127. Investigation by inspector89

128. Notes of examination91

129. Delegation of powers, etc., by inspector92

130. Report of inspector92

131. Privileged communications93

132. Cost of investigation93

133. Concealing, etc., of books relating to securities94

134. Commission may make certain orders95

PART ⅫPREVENTION OF IMPROPER TRADING PRACTICES96

Offences96

135.False markets and trading96

136. Employment of fraudulent or deceptive devices etc96

137. Restrictions on fixing, etc. prices for securities97

138. False or misleading statements about securities97

139. Offences and penalty in relation to sections 135 to 13897

140. [Repealed]97

Action in Tort97

141.Liability to pay compensation97

PART ⅫAINSIDER DEALING97

141A. Application of this Part97

Definition of insider dealing98

141B.When insider dealing takes place98

141C. Culpability of insider dealing98

141D. Definitions applicable to this Part99

141E. Definition of person connected with a corporation100

141F. Possession of relevant information by public officers100

Insider Dealing Tribunal101

141G.Insider Dealing Tribunal established101

Inquiries by Tribunal101

141H.Inquiries into insider dealings101

141I. Report of Tribunal following inquiry102

Powers of Tribunal103

141J.Application to Tribunal of Commissions of Inquiry Ordinance103

141K. Further powers of Tribunal to obtain information103

141L. No privilege allowed except to legal advisers105

PART ⅩⅢMISCELLANEOUS PROVISIONS105

142. Restriction on use of title "stockbroker", "underwriter", etc105

143. Investment advisory contracts106

144. Court may make certain orders107

145. Miscellaneous offences108

146. Regulations108

147. Liability of directors, etc110

148. Commissioner may prosecute certain offences against this Ordinance110

149. Amendment of Schedules and certain specified amounts110

First Schedule.Requirements to be satisfied in relation to offers to acquire securities111

Second Schedule.Requirements to be satisfied in relation to offers to dispose of securities111

Third Schedule.Insider Dealing Tribunal114