CHAPTER 333 SECURITIES ORDINANCE

ARRANGEMENT OF SECTIONS

PART Ⅰ PRELIMINARY MATTERS

1. Short title

2. Interpretation

3. Saving for certain transactions

4. Definition of related corporation

5. Interests in securities

PART Ⅱ COMMISSIONER FOR SECURITIES AND SECURITIES COMMISSION

Commissioner for Securities

6. Appointment of Commissioner for Securities

7. Powers, functions and duties of Commissioner

8. Commissioner to have seal

Securities Commission

9. Establishment of Securities Commission

10. Membership of Commission

11. Chairman and deputy chairman of Commission

12. Meetings of the Commission

13. Functions of Commission

14. Rules

15. Powers of Commission

16. Commission may establish committees

Miscellaneous Matters relating to Commissioner and Commission

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

18. Expenditure and income of Commissioner and Commission

19. Unlawful use of information

PART Ⅲ STOCK EXCHANGES

20. Restriction on establishment of stock exchanges

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

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

23. Power of entry and search, etc

24. Power to order closure

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

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

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

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

29. Appeal against revocation of approval, etc

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

PART Ⅳ HONG KONG FEDERATION OF STOCK EXCHANGES

31. Establishment of Hong Kong Federation of Stock Exchanges

32. Council of Federation

33. Chairman and deputy chairman of the Council

34. Deputies of members

35. Meetings of the Council

36. Functions of the Federation

37. Powers of Federation and Council

PART Ⅴ SECURITIES COMMISSION DISCIPLINARY COMMITTEE

38. Constitution of Disciplinary Committee

39. Powers of Disciplinary Committee

40. Costs

41. Recovery of penalties, costs, and expenses

42. Evidence at hearing, etc

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

44. Witnesses' expenses

45. Rules of procedure

46. Form and proof of orders of Disciplinary Committee

PART Ⅵ REGISTRATION OF DEALERS, INVESTMENT ADVISERS, AND REPRESENTATIVES

47. Application of Part Ⅵ

48. Registration as a dealer

49. Registration as an investment adviser

50. Registration as a representative

51. Grant of certificates of registration

51A. Private company to have at least one director

52. Deposit required before registration as a dealer

52A. Accounts of sums deposited under section 52

53. Refusal of registration

54. Renewal of registration

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

56. Powers of Commissioner in relation to misconduct, etc

57. Effect of revoking or suspending registration

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

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

60. Exempt dealers

61. Exempt investment advisers

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

63. Information to be provided by dealers, etc

64. Commissioner to keep a register of dealers, etc

65. Publication of names of registered dealers, etc

PART Ⅶ RECORDS

66. Application of Part Ⅶ

67. Certain persons to maintain registers of securities

68. Certain notices to be given to the Commissioner

69. Defences

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

71. Power of Commissioner to supply copy of register

PART Ⅷ TRADING IN SECURITIES

72. Offers by dealers

73. Calls by registered dealers

74. Hawking of securities

75. Issue of contract notes

76. Dealers not to engage in option or forward trading

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

78. Certain representations prohibited

79. Disclosure of certain interests

80. Short selling prohibited

81. Disposition of security documents

PART Ⅸ ACCOUNTS AND AUDIT

82. Application and interpretation of Part Ⅸ

83. Accounts to be kept by dealers

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

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

86. Claims and liens not affected

87. Dealer to appoint auditor

87A. Dealer's financial year

88. Dealer to lodge auditor's report

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

90. Power of Commissioner to appoint auditor

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

92. Auditor to report to Commissioner

93. Powers of auditors

94. Right of auditors and employees to communicate certain matters

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

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

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

PART Ⅹ COMPENSATION FUND

98. Interpretation

99. Establishment of compensation fund

100. Securities Commission Compensation Fund Committee

101. Money constituting the compensation fund

102. Money to be kept in bank account

103. Accounts of fund

104. Stock exchanges to make deposits in respect of members

105. Balance of sums in bank aceount may be invested

106. Repayment of deposits in certain cases

107. Replenishment of fund in certain cases

108. Payments out of the fund

109. Claims against the fund

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

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

112. Notice calling for claims against the fund

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

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

115. Court proceedings to establish a claim against the fund

116. Supplementary provisions relating to proceedings brought under section 115

117. Form of court order establishing claim

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

119. Payment of claims only from the fund

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

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

PART Ⅺ INSPECTIONS AND INVESTIGATIONS

Inspections

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

123. Power of Commissioner to investigate transactions

124. Investigation of certain matters

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

Investigations

126. Interpretation for the purposes of sections 127 to 134

127. Investigation by inspector

128. Notes of examination

129. Delegation of powers, etc., by inspector

130. Report of inspector

131. Privileged communications

132. Cost of investigation

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

134. Commission may make certain orders

PART Ⅻ PREVENTION OF IMPROPER TRADING PRACTICES

Offences

135. False markets and trading

136. Employment of fraudulent or deceptive devices etc

137. Restrictions on fixing, etc. prices for securities

138. False or misleading statements about securities

139. Offences and penalty in relation to sections 135 to 138

140. [Repealed]

Action in Tort

141. Liability to pay compensation

PART ⅫA INSIDER DEALING

141A. Application of this Part

Definition of insider dealing

141B. When insider dealing takes place

141C. Culpability of insider dealing

141D. Definitions applicable to this Part

141E. Definition of person connected with a corporation

141F. Possession of relevant information by public officers

Insider Dealing Tribunal

141G. Insider Dealing Tribunal established

Inquiries by Tribunal

141H. Inquiries into insider dealings

141I. Report of Tribunal following inquiry

Powers of Tribunal

141J. Application to Tribunal of Commissions of Inquiry Ordinance

141K. Further powers of Tribunal to obtain information

141L. No privilege allowed except to legal advisers

PART ⅩⅢ MISCELLANEOUS PROVISIONS

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

143. Investment advisory contracts

144. Court may make certain orders

145. Miscellaneous offences

146. Regulations

147. Liability of directors, etc

148. Commissioner may prosecute certain offences against this Ordinance

149. Amendment of Schedules and certain specified amounts

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

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

Third Schedule. Insider Dealing Tribunal