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

112ZJD. Effect of re-domiciliation
(1) On the re-domiciliation date of a non-Hong Kong fund corporation—
(a) the corporation becomes, and continues as a body corporate as, a re-domiciled OFC; and
(b) this Ordinance applies accordingly to the re-domiciled OFC.
(2) Subsection (1) does not operate to—
(a) create a new legal entity;
(b) prejudice or affect the identity or continuity of the non-Hong Kong fund corporation as a corporation registered in its place of incorporation;
(c) affect any contract made, resolution passed or any other thing done by or in relation to the corporation;
(d) affect any function, property, right, privilege, obligation or liability acquired, accrued or incurred by or to the corporation; or
(e) render defective any legal proceedings commenced or continued by or against the corporation.
(3) To avoid doubt, on and after the re-domiciliation date, any legal proceedings that could have been commenced or continued by or against the non-Hong Kong fund corporation may be commenced or continued by or against the re-domiciled OFC.
(4) To avoid doubt—
(a) with effect from the re-domiciliation date, all property of the non-Hong Kong fund corporation is the property of the re-domiciled OFC; and
(b) for tax purposes, the operation of this section does not amount to—
(i) a transfer of assets of the corporation; or
(ii) a change in the beneficial ownership of those assets.
(5) If the non-Hong Kong fund corporation is registered as a registered non-Hong Kong company under Part 16 of the Companies Ordinance (Cap. 622) immediately before its re-domiciliation date—
(a) the registration ceases to have effect on the re-domiciliation date; and
(b) the re-domiciled OFC is not to be regarded as a non-Hong Kong company (as defined by section 2(1) of that Ordinance).

112ZJE. Deregistration in place of incorporation
(1) As soon as practicable after the re-domiciliation date of a non-Hong Kong fund corporation, the corporation, which has become a re-domiciled OFC, must take all reasonable steps to procure its deregistration in its place of incorporation.
(2) Within 60 days after the re-domiciliation date, the non-Hong Kong fund corporation—
(a) must be deregistered in its place of incorporation; and
(b) must submit to the Commission a document evidencing the deregistration to the satisfaction of the Commission.
(3) On an application by the non-Hong Kong fund corporation, the Commission may extend the 60-day period mentioned in subsection (2) subject to any condition that the Commission considers appropriate.

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

112ZN. OFC rules may prescribe offences
(1) The OFC rules may—
(a) make it an offence for a person to do, or omit to do, any specified act; and
(b) provide that the offence is punishable by a fine, imprisonment or both.
(2) The OFC rules may provide for defences to any offence prescribed by those rules.
(3) For an offence punishable on conviction on indictment, the maximum fine that may be prescribed is $1,000,000 and the maximum imprisonment that may be prescribed is 7 years. In addition, in the case of a continuing offence, a further fine not exceeding level 6 for each day during which the offence continues may be prescribed.
(4) For an offence punishable on summary conviction, the maximum fine that may be prescribed is $500,000 and the maximum imprisonment that may be prescribed is 2 years. In addition, in the case of a continuing offence, a further fine not exceeding level 3 for each day during which the offence continues may be prescribed.

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

112ZO. Modification or waiver of requirements of OFC rules by notice
(1) The Commission may, on an application by a person specified in subsection (2), grant a modification or waiver in relation to the person in respect of any of the requirements of the OFC rules.
(2) The person is—
(a) an open-ended fund company;
(b) a director of an open-ended fund company;
(c) an investment manager of an open-ended fund company;
(d) a custodian of an open-ended fund company;
(e) a sub-custodian of an open-ended fund company; or
(f) an auditor of an open-ended fund company.
(3) An application for the purposes of subsection (1)—
(a) must be made in the manner prescribed by the OFC rules; and
(b) must be accompanied by the fee prescribed by regulations made under section 112ZQ for the purposes of this section.
(4) The Commission may only grant a modification or waiver if it is satisfied that the modification or waiver will not prejudice the interest of the investing public.
(5) The grant of a modification or waiver in relation to a person is to be effected by a notice in writing served on the person specifying the period (if any) for which the modification or waiver is in force.
(6) On granting a modification or waiver, the Commission may impose any condition that it considers appropriate.
(7) The Commission may, by notice in writing served on a person in relation to whom a modification or waiver is granted, amend or revoke the modification or waiver.
(8) The Commission may, by notice in writing served on a person in relation to whom a modification or waiver is granted, amend or revoke any of the conditions imposed, or impose new conditions, in respect of the modification or waiver.
(9) A person who contravenes a condition imposed under subsection (6) or (8), or as amended under subsection (8), commits an offence and is liable on conviction to a fine at level 6.

112ZP. Modification or waiver of requirements of OFC rules by rules
(1) The Commission may by rules grant a modification or waiver, in relation to a class of open-ended fund companies, or a class of directors, investment managers, custodians, sub-custodians or auditors of open-ended fund companies, in respect of any of the requirements of the OFC rules.
(2) The Commission may only grant a modification or waiver if it is satisfied that the modification or waiver will not prejudice the interest of the investing public.
(3) The Commission may specify in the rules the conditions subject to which a modification or waiver is granted.
(4) The rules may—
(a) make it an offence for a person to contravene any of the conditions specified in respect of a modification or waiver; and
(b) provide that the offence is punishable by a fine not exceeding level 6.