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

307D. Exceptions to disclosure requirement
(1) A listed corporation is not required to disclose any inside information under section 307B if and so long as the disclosure is prohibited under, or would constitute a contravention of a restriction imposed by, an enactment or an order of a court.
(2) A listed corporation is not required to disclose any inside information under section 307B if and so long as—
(a) the corporation takes reasonable precautions for preserving the confidentiality of the information;
(b) the confidentiality of the information is preserved; and
(c) one or more of the following applies—
(i) the information concerns an incomplete proposal or negotiation;
(ii) the information is a trade secret;
(iii) the information concerns the provision of liquidity support from the Exchange Fund established by the Exchange Fund Ordinance (Cap. 66) or from an institution which performs the functions of a central bank (including such an institution of a place outside Hong Kong) to the corporation or, if the corporation is a member of a group of companies, to any other member of the group;
(iv) the disclosure is waived by the Commission under section 307E(1), and any condition imposed under section 307E(2) in relation to the waiver is complied with.
(3) For the purposes of subsection (2)—
(a) a listed corporation has not failed to take reasonable precautions for preserving the confidentiality of any inside information only because the corporation has, in the ordinary course of business, disclosed the information to any person who—
(i) requires the information to perform the person’s functions in relation to the corporation; and
(ii) by virtue of any enactment, rule of law, contract, or the articles of association of the corporation, is under a duty to the corporation not to disclose the information to any other person; and
(b) in those circumstances, the confidentiality of the information is to be regarded as having been preserved.
(4) Despite subsection (2)(b), a listed corporation is not in breach of a disclosure requirement in respect of inside information the confidentiality of which is not preserved if—
(a) the corporation has taken reasonable measures to monitor the confidentiality of the information; and
(b) the corporation discloses the information in accordance with section 307C as soon as reasonably practicable after the corporation becomes aware that the confidentiality of the information has not been preserved.

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

307E. Waiver
(1) The Commission may, on an application by a listed corporation, grant a waiver in relation to the disclosure of any inside information required to be disclosed under section 307B if the Commission is satisfied that the disclosure—
(a) is prohibited under, or would constitute a contravention of a restriction imposed by, the legislation of a place outside Hong Kong;
(b) is prohibited under, or would constitute a contravention of a restriction imposed by, an order of a court exercising jurisdiction under the law of a place outside Hong Kong;
(c) would constitute a contravention of a restriction imposed by a law enforcement agency of a place outside Hong Kong; or
(d) would constitute a contravention of a restriction imposed by a government authority of a place outside Hong Kong in the exercise of a power conferred by the legislation of that place.
(2) The Commission may grant a waiver under subsection (1) subject to any condition that it considers appropriate to impose.

307F. Commission may make rules to prescribe circumstances in which disclosure requirement does not apply
(1) The Commission may, if it considers it is in the public interest to do so, make rules to prescribe the circumstances in which a listed corporation is not required to disclose any inside information under section 307B.
(2) The Commission must consult the Financial Secretary before making rules under subsection (1).

307G. Duty of officers of listed corporations
(1) Every officer of a listed corporation must take all reasonable measures from time to time to ensure that proper safeguards exist to prevent a breach of a disclosure requirement in relation to the corporation.
(2) If a listed corporation is in breach of a disclosure requirement, an officer of the corporation—
(a) whose intentional, reckless or negligent conduct has resulted in the breach; or
(b) who has not taken all reasonable measures from time to time to ensure that proper safeguards exist to prevent the breach,
is also in breach of the disclosure requirement.

307H. Jurisdiction of Tribunal under this Part
The Tribunal has jurisdiction to hear and determine in accordance with this Part, Part XIII and Schedule 9 any question or issue arising out of or in connection with any proceedings instituted under section 307I.

307I. Institution of disclosure proceedings
(1) If it appears to the Commission that a breach of a disclosure requirement has or may have taken place, the Commission may institute proceedings (disclosure proceedings

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

307J. Object and conduct of disclosure proceedings
(1) Without limiting section 307H, the object of disclosure proceedings is for the Tribunal to determine—
(a) whether a breach of a disclosure requirement has taken place; and
(b) the identity of any person who is in breach of the disclosure requirement.
(2) Subject to section 261(3), the standard of proof required to determine any question or issue before the Tribunal in disclosure proceedings is the standard of proof applicable to civil proceedings in a court of law.
(3) Sections 253 and 254 apply to disclosure proceedings as if a reference in those sections to proceedings instituted under section 252 were a reference to disclosure proceedings.

307K. Right to be heard
Before the Tribunal—
(a) identifies a person under section 307J(1)(b); or
(b) makes an order under section 307N(1) in respect of a person,
the Tribunal must give the person a reasonable opportunity of being heard.

307L. Use of evidence received for purposes of disclosure proceedings
(1) Despite any other provision of this Ordinance, evidence given by any person at or for the purposes of any disclosure proceedings (including any material, record or document received by the Tribunal from the person or produced to the Tribunal by the person under section 253, and any record or document or information given, provided, produced or disclosed to the Tribunal by the person under section 254)—
(a) is admissible in evidence for all the purposes of this Part, including in the disclosure proceedings, any proceedings (civil or criminal) arising out of the disclosure proceedings and any action brought under section 307Z(1); but
(b) subject to subsection (2), is not admissible in evidence against the person for any other purposes in any other proceedings (civil or criminal) in a court of law brought by or against the person.
(2) Evidence referred to in subsection (1) is admissible in evidence against the person—
(a) in civil proceedings instituted under or pursuant to Part XI;
(b) in civil proceedings in a court of law arising out of the giving of evidence at or for the purposes of the disclosure proceedings; or
(c) in criminal proceedings where the person is charged with an offence under section 219(2)(a), or under Part V of the Crimes Ordinance (Cap. 200), or for perjury, in respect of answers given by the person to questions put to the person at or for the purposes of the disclosure proceedings.

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

307M. Privileged information
Nothing in this Part, Part XIII or Schedule 9 requires an authorized financial institution, acting as the banker or financial adviser of a person whose conduct is the subject, whether wholly or in part, of any disclosure proceedings, to disclose information as to the affairs of any of its customers other than that person.