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

63. Duties of recognized exchange controller
(1) It shall be the duty of a recognized exchange controller which is a controller of a recognized exchange company or recognized clearing house to ensure so far as reasonably practicable—
(a) an orderly, informed and fair market in securities or futures contracts traded on the stock market or futures market operated by the recognized exchange company or through the facilities of the company;
(ab) an orderly, informed and fair market in OTC derivative products traded through the facilities of the recognized exchange company; (Added 6 of 2014 s. 7)
(b) that there are orderly, fair and expeditious clearing and settlement arrangements for any transactions in securities, futures contracts or OTC derivative products cleared or settled through the facilities of the recognized clearing house; (Amended 6 of 2014 s. 7)
(c) that risks associated with its business and operations are managed prudently;
(d) that the recognized exchange company or recognized clearing house (as the case may be) complies with any lawful requirement placed on it under any enactment or rule of law and with any other legal requirement placed on it.
(2) In discharging its duty under subsection (1)(a), (b) or (c), a recognized exchange controller shall—
(a) act in the interest of the public, having particular regard to the interest of the investing public; and
(b) ensure that the interest of the public prevails where it conflicts with the interest of the recognized exchange controller.

64. Immunity, etc.
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 exchange controller; or
(b) any person acting on behalf of a recognized exchange controller, including—
(i) any member of the board of directors of the recognized exchange controller; or
(ii) any member of any committee established by the recognized exchange controller,
in respect of anything done or omitted to be done in good faith in the discharge or purported discharge of the duties of the controller under section 63 or in the performance or purported performance of its functions under its rules.

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

65. Establishment and functions of Risk Management Committee
(1) A recognized exchange controller shall establish and keep established a committee, to be called the Risk Management Committee, to formulate policies on risk management matters relating to the activities of the recognized exchange controller and of any recognized exchange company or recognized clearing house of which the recognized exchange controller is a controller and to submit such policies to the recognized exchange controller for its consideration.
(2) The Risk Management Committee shall consist of—
(a) the chairman of the recognized exchange controller who shall also be the chairman of the Committee; and
(b) not less than 4 or more than 7 other members.
(3) The Financial Secretary shall appoint not less than 3 or more than 5 of the members referred to in subsection (2)(b).
(4) The recognized exchange controller shall appoint not more than 2 of the members referred to in subsection (2)(b) of whom not less than one shall be a member of the board of directors of the recognized exchange controller who—
(a) is such a member otherwise than by virtue of an appointment under section 77(1); and
(b) is not the chief executive of the recognized exchange controller.

66. Rules by recognized exchange controllers
(1) Without limiting any of its other powers to make rules, a recognized exchange controller may make rules for such matters as are necessary or desirable—
(a) for the discharge of its duties under section 63;
(b) for the establishment and maintenance of compensation arrangements for the investing public.
(2) The Commission may, after consultation with the Financial Secretary, by notice published in the Gazette, declare a person or body of persons specified in the notice to be a person or body of persons (as the case may be) to which paragraph (c)(ii)(C) of the definition of rules in section 1 of Part 1 of Schedule 1 shall apply.

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

67. Approval of rules or amendments to rules of recognized exchange controller
(1) Subject to subsection (7), no rule (whether or not made under section 66) of a recognized exchange controller or any amendment thereto shall have effect unless it has the approval in writing of the Commission.
(2) A recognized exchange controller shall submit or cause to be submitted to the Commission—
(a) for its approval the rules and every amendment thereto that require approval under subsection (1), together with explanations of their purpose and likely effect, including their effect on the investing public, in sufficient detail to enable the Commission to decide whether to approve them or refuse to approve them; and
(b) for its information the rules which belong to a class the subject of a declaration under subsection (7) and every amendment to the rules, as soon as reasonably practicable after they have been made.
(3) The Commission shall, not later than 6 weeks after the receipt of a submission under subsection (2)(a) from a recognized exchange controller, by notice in writing served on the controller, give its approval or refuse to give its approval (together with its reasons for the refusal) to the rules or amendment of the rules (as the case may be) or any part thereof, the subject of the submission.
(4) The Commission may give its approval under subsection (3) subject to requirements which shall be satisfied before the rules or amendment of the rules or any part thereof take effect.
(5) The Commission may in a particular case, with the agreement of the recognized exchange controller concerned, extend the time prescribed in subsection (3).
(6) The Financial Secretary may, after consultation with the Commission and the recognized exchange controller concerned, extend the time prescribed in subsection (3).
(7) The Commission may, by notice published in the Gazette, declare any class of rules of a recognized exchange controller to be a class of rules which are not required to be approved under subsection (1) and, accordingly, any rules of the controller which belong to that class (including any amendment thereto) shall have effect notwithstanding that they have not been so approved.
(8) Neither the rules under section 66(1) nor a notice under subsection (7) is subsidiary legislation.