### Securities and Futures Ordinance 《證券及期貨條例》

75. Commission may give directions to recognized exchange controller where it is satisfied that conflict of interest exists, etc.
(1) Where the Commission is satisfied that—
(a) a conflict of interest exists or may come into existence between—
(i) the interest of a recognized exchange controller or a relevant corporation; and
(ii) the interest of the proper performance of the functions conferred by this or any other Ordinance (including any rules made under any Ordinance, whether or not they are subsidiary legislation) on the controller or the relevant corporation; or
(b) such a conflict of interest has existed in circumstances that make it likely that the conflict of interest will continue or be repeated,
then the Commission may, by notice in writing served on the controller or relevant corporation (as the case may be) stating the reasons in support of the ground or grounds for the notice, direct the controller or relevant corporation (as the case may be) to forthwith take such steps as are specified in the notice (including steps in relation to any of its affairs, business and property whatsoever) for the purposes of remedying the conflict of interest or the matters occasioning the conflict of interest (as the case may be).
(2) A notice served under subsection (1) shall take effect immediately.
(3) A recognized exchange controller or relevant corporation served with a notice under subsection (1) which, without reasonable excuse, fails to comply with the notice commits an offence and is liable—
(a) on conviction on indictment to a fine of $1,000,000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

76. Fees to be approved by Commission
(1) No fee imposed on or after the commencement of this section by—
(a) a recognized exchange controller in its capacity as a recognized exchange controller; or
(b) a recognized exchange company or recognized clearing house—
(i) of which the recognized exchange controller is a controller; and
(ii) in its capacity as a recognized exchange company or recognized clearing house (as the case may be),
shall have effect unless the fee is specified in the rules of the recognized exchange controller, recognized exchange company or recognized clearing house (as the case may be) and has the approval in writing of the Commission.
(2) The Commission shall, in deciding whether or not to approve a fee referred to in subsection (1), have regard to, among other matters—
(a) the level of competition (if any) in Hong Kong for the matter for which the fee is to be imposed; and
(b) the level of fee (if any) imposed by another recognized exchange controller, recognized exchange company or recognized clearing house or any similar body outside Hong Kong, for the same or a similar matter to which the fee relates.

### Securities and Futures Ordinance 《證券及期貨條例》

77. Financial Secretary may appoint not more than 8 persons to board of directors of HKEC
(1) Notwithstanding any enactment or rule of law but subject to subsection (2), the Financial Secretary may appoint not more than 8 persons to be members of the board of directors of the HKEC where the Financial Secretary is satisfied that it is appropriate to do so in the interest of the investing public or in the public interest.
(2) The Financial Secretary shall exercise his power under subsection (1) in such a way that immediately following the annual general meeting of the HKEC held in 2003 and thereafter, the number of members of its board of directors who are such members by virtue of an appointment under that subsection is not more than the maximum number of members of that board who may be such members otherwise than by virtue of such an appointment (but excluding the chief executive of the HKEC).
(3) Subject to subsection (4), a member of the board of directors of the HKEC who is such a member by virtue of an appointment under subsection (1) shall have the same rights, privileges, obligations and liabilities under any enactment or rule of law as a member of that board who is such a member otherwise than by virtue of such an appointment.
(4) Notwithstanding any enactment or rule of law, no person appointed under subsection (1) as a member of the board of directors of the HKEC may be removed from that office by a resolution of the other directors of the board or a special resolution of the HKEC.
(5) In this section, HKEC (交易結算公司) means the company incorporated, and registered by the name Hong Kong Exchanges and Clearing Limited, under the relevant Ordinance. (Amended 28 of 2012 ss. 912 & 920)

78. Amendment of Schedule 3
The Chief Executive in Council may, by order published in the Gazette, amend Parts 2, 3, 4, 6, 7 or 8 of Schedule 3.

### Securities and Futures Ordinance 《證券及期貨條例》

79. Recognition of investor compensation company
(1) Where the Commission is satisfied that it is appropriate to do so—
(a) in the interest of the investing public or in the public interest; or
(b) for the facilitation of the management and administration of the compensation fund under Part XII,
it may, after consultation with the Financial Secretary, by notice in writing served on a company, recognize the company as an investor compensation company—
(i) subject to such conditions as it considers appropriate specified in the notice; and
(ii) with effect from a date specified in the notice for the purpose.
(2) Without limiting the generality of conditions which may be specified in a notice under subsection (1), the Commission may, by notice in writing served on a recognized investor compensation company, amend or revoke any condition specified in the first-mentioned notice or impose new conditions, where the Commission—
(a) is satisfied that it is appropriate to do so on a ground specified in paragraph (a) or (b) of that subsection; and
(b) has consulted the Financial Secretary.
(3) Where the Commission amends or revokes any condition or imposes any new condition by a notice under subsection (2), the amendment, revocation or imposition takes effect at the time of service of the notice or at the time specified in the notice, whichever is the later.
(4) Where a company becomes a recognized investor compensation company, the Commission shall cause notice of that fact to be published in the Gazette.
(5) Where a company is seeking to be a recognized investor compensation company and the Commission is minded not to recognize the company under subsection (1), the Commission shall give the company a reasonable opportunity of being heard before making a decision not to recognize the company.
(6) Where the Commission refuses to recognize a company as an investor compensation company under subsection (1), the Commission shall, by notice in writing served on the company, inform the company of the refusal and of the reasons for it.

80. Transfer and resumption of functions of Commission
(1) The Commission may request the Chief Executive in Council to transfer, by order (transfer order

### Securities and Futures Ordinance 《證券及期貨條例》

81. Immunity, etc.
(1) Without limiting the generality of section 380(1), no civil liability, whether arising in contract, tort, defamation, equity or otherwise, shall be incurred by—
(a) a recognized investor compensation company; or
(b) any person acting on behalf of a recognized investor compensation company, including—
(i) any member of the board of directors of the company; or
(ii) any member of any committee established by the company,
in respect of anything done or omitted to be done in good faith in the discharge or purported discharge of the duties to which this subsection applies.
(2) The duties to which subsection (1) applies are those—
(a) that relate to or arise out of a function that has been transferred to the recognized investor compensation company under section 80; or
(b) to which the company is subject under rules made under Part XII.

82. Rules by recognized investor compensation company
Without limiting any of its other powers to make rules, a recognized investor compensation company may make rules for such matters as are necessary or desirable—
(a) for the proper and efficient management and operation of the company;
(b) for the obtaining of such insurance, surety, guarantee or other security or the making of such financial arrangement by the company as may be necessary or appropriate for the purposes of its operation;
(c) for the proper and efficient performance of a function transferred to the company under section 80.