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

250. Interest in securities and beneficial ownership, etc. (market misconduct other than insider dealing)
(1) For the purposes of Division 5, a person shall be regarded as having an interest in securities if he has authority, whether formal or informal and whether express or implied, to dispose of or to exercise control over the disposal of the securities or, in the case of options in respect of the securities, to exercise the options.
(2) It is immaterial that the authority of a person referred to in subsection (1)—
(a) is, or is capable of being made, subject to restraint or restriction; or
(b) is exercisable jointly with another person.
(3) A person shall be regarded as having the authority referred to in subsection (1) where a corporation has the authority referred to in that subsection and—
(a) the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions or instructions of the person in relation to the securities in question; or
(b) the person, or an associate of the person, is a controller of the corporation.
(4) Where a person—
(a) has entered into a contract to purchase securities;
(b) has a right to have securities transferred to him or to his order whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or
(c) has the right to acquire securities, or an interest in securities, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not,

the person shall, to the extent to which he could do so on completing the contract, enforcing the right or exercising the option, be regarded as having the authority referred to in subsection (1).
(5) Where securities are subject to a trust, and a person who is not a trustee in those securities has an interest in those securities by virtue of subsection (4)(b), the interest of a trustee in those securities shall be disregarded for the purpose of determining whether the person has an interest in securities for the purposes of Division 5.
(6) The Commission may make rules to prescribe that an interest, being an interest of a person or of the persons included in a class of persons, shall be disregarded for the purpose of determining whether the person or the persons has or have an interest in securities for the purposes of Division 5.
(7) For the purposes of Division 5, a sale or purchase of securities does not involve a change in their beneficial ownership if a person who had an interest in the securities before the sale or purchase, or an associate of the person, has an interest in the securities after the sale or purchase.

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

251. Market Misconduct Tribunal
(1) There is established a Tribunal to be known as the Market Misconduct Tribunal which shall have jurisdiction to hear and determine in accordance with this Part and Schedule 9 any question or issue arising out of or in connection with the proceedings instituted under section 252.Note—The Tribunal also has jurisdiction under Part XIVA—see section 307H.(Amended 9 of 2012 s. 6)
(2) Except as otherwise provided in this Part or in Schedule 9, the Tribunal—
(a) shall consist of a chairman and 2 other members; and
(b) shall be presided over by the chairman who shall sit with the 2 other members.
(3) The chairman of the Tribunal shall be a judge and the 2 other members of the Tribunal shall not be public officers.
(4) The Commission shall, in respect of any proceedings instituted under section 252 or any disclosure proceedings, appoint a person as the Presenting Officer to conduct the proceedings, and may appoint one or more persons to assist the Presenting Officer. (Amended 9 of 2012 ss. 6 & 19)
(5) A Presenting Officer shall be a counsel or solicitor. (Amended 9 of 2012 s. 19)
(6) Schedule 9 shall have effect in relation to the appointment of members of the Tribunal, the appointment and the role of Presenting Officers and of persons appointed to assist Presenting Officers, and to the proceedings and sittings of, and procedural and other matters concerning, the Tribunal.
(7) Where the Chief Executive considers appropriate, additional Tribunals may be established for the purposes of any proceedings instituted under section 252 or any disclosure proceedings, whereupon the provisions of this or any other Ordinance shall apply, subject to necessary modifications, to each of such additional Tribunals (including appointment of the chairman and other members of, and all matters concerning, each of such additional Tribunals) as they apply to the Tribunal. (Amended 9 of 2012 s. 6)
(8) There may be paid to a member of the Tribunal (other than the chairman if he or she is a judge within the meaning of paragraph (a) of the definition of judge 

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

252. Market misconduct proceedings
(1) Subject to section 252A, if it appears to the Commission that market misconduct has or may have taken place, the Commission may institute proceedings in the Tribunal concerning the matter. (Replaced 9 of 2012 s. 20)
(2) The Commission institutes proceedings under this section by giving the Tribunal a notice in writing containing a statement specifying the matters prescribed in Schedule 9. (Replaced 9 of 2012 s. 20)
(3) Without limiting the generality of section 251(1), the object of the proceedings instituted under this section is for the Tribunal to determine— (Amended 9 of 2012 s. 20)
(a) whether any market misconduct has taken place;
(b) the identity of any person who has engaged in the market misconduct; and
(c) the amount of any profit gained or loss avoided as a result of the market misconduct.
(4) Subject to subsections (5) and (6), the Tribunal may identify a person as having engaged in market misconduct pursuant to subsection (3)(b) if—
(a) he has perpetrated any conduct which constitutes the market misconduct;
(b) notwithstanding that he has not perpetrated any conduct which constitutes the market misconduct—
(i) the Tribunal identifies another person which is a corporation as having engaged in market misconduct pursuant to subsection (3)(b); and
(ii) the market misconduct occurred with his consent or connivance as an officer of the corporation; or
(c) notwithstanding that he has not perpetrated any conduct which constitutes the market misconduct—
(i) the Tribunal identifies any other person as having engaged in market misconduct pursuant to subsection (3)(b); and
(ii) he assisted or connived with that other person in the perpetration of any conduct which constitutes the market misconduct, with the knowledge that such conduct constitutes or might constitute market misconduct.
(5) The Tribunal shall not identify a person as having engaged in market misconduct pursuant to subsection (3)(b) if it is provided under any provision of this Part that the person shall not by reason of that market misconduct be regarded as having engaged in market misconduct.
(6) The Tribunal shall not identify a person as having engaged in market misconduct pursuant to subsection (3)(b) without first giving the person a reasonable opportunity of being heard.
(7) Subject to section 261(3), the standard of proof required to determine any question or issue before the Tribunal shall be the standard of proof applicable to civil proceedings in a court of law.
(8)-(10) (Repealed 9 of 2012 s. 20)