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

1. Short title
(1) This Ordinance may be cited as the Securities and Futures Ordinance.
(2) (Omitted as spent—E.R. 2 of 2012)

2. Interpretation
(1) Schedule 1 contains interpretation provisions which apply to this Ordinance in accordance with their terms.
(2) Individual Parts and provisions of this Ordinance contain interpretation provisions which have application in accordance with their terms.
(3) The Commission may, by notice published in the Gazette, amend Parts 2, 3, 4 and 5 of Schedule 1.

3. Securities and Futures Commission
(1) Notwithstanding the repeal of the Securities and Futures Commission Ordinance (Cap. 24) under section 406, the body established by section 3 of that Ordinance as the Securities and Futures Commission shall continue in existence in its original name as a body corporate with power to sue and be sued in that name.
(2) Subject to the provisions of this Ordinance, the corporate identity of the Commission, and the rights, privileges, powers, obligations and liabilities of the Commission and those of others in relation to the Commission, are not affected by the repeal of the Securities and Futures Commission Ordinance (Cap. 24) under section 406, and any reference to the Commission (whether by reference to that Ordinance or otherwise) in any Ordinance or any instrument, record or document, or in or for the purposes of any proceedings, agreement or arrangement (whether in writing or not) shall be construed accordingly.
(3) The receipts of the Commission are not subject to taxation under the Inland Revenue Ordinance (Cap. 112).
(4) Part 1 of Schedule 2 contains provisions relating to the constitution and proceedings of and other matters relating to the Commission.

4. Regulatory objectives of Commission
The regulatory objectives of the Commission are—
(a) to maintain and promote the fairness, efficiency, competitiveness, transparency and orderliness of the securities and futures industry;
(b) to promote understanding by the public of financial services including the operation and functioning of the securities and futures industry; (Replaced 9 of 2012 s. 30)
(c) to provide protection for members of the public investing in or holding financial products;
(d) to minimize crime and misconduct in the securities and futures industry;
(e) to reduce systemic risks in the securities and futures industry; and
(f) to assist the Financial Secretary in maintaining the financial stability of Hong Kong by taking appropriate steps in relation to the securities and futures industry.

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

6. General duties of Commission
(1) In performing its functions, the Commission shall, so far as reasonably practicable, act in a way which—
(a) is compatible with its regulatory objectives; and
(b) it considers most appropriate for the purpose of meeting those objectives.
(2) In pursuing its regulatory objectives and performing its functions, the Commission shall have regard to—
(a) the international character of the securities and futures industry and the desirability of maintaining the status of Hong Kong as a competitive international financial centre;
(b) the desirability of facilitating innovation in connection with financial products and with activities regulated by the Commission under any of the relevant provisions;
(c) the principle that competition among persons carrying on activities regulated by the Commission under any of the relevant provisions should not be impeded unnecessarily;
(d) the importance of acting in a transparent manner, having regard to its obligations of preserving secrecy and confidentiality; and
(e) the need to make efficient use of its resources.

7. Advisory Committee
(1) There shall be an Advisory Committee to advise the Commission on matters of policy regarding any of its regulatory objectives and functions.
(2) The Advisory Committee is constituted in accordance with Part 1 of Schedule 2 and shall conduct its business in accordance with that Part.
(3) The Advisory Committee shall meet at least once every 3 months to advise the Commission.
(4) The Commission may request the Advisory Committee to advise it on matters of policy regarding any of its regulatory objectives and functions.

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

8. Commission may establish committees
(1) The Commission may establish—
(a) standing committees; and
(b) special committees.
(2) The Commission may refer a matter to a committee established under this section for consideration, inquiry or management.
(3) The Commission may appoint a person to be a member of a committee established under this section, whether or not the person is a member of the Commission, and may appoint a member of the committee to be the chairman of the committee.
(4) A reference of a matter to a committee under subsection (2) does not prevent the Commission from performing any of its functions.
(5) The Commission may—
(a) withdraw a reference under subsection (2) from a committee;
(b) revoke an appointment of a member or chairman of a committee under subsection (3).
(6) A committee established under this section may elect one of its members—
(a) to be its chairman if a chairman has not been appointed by the Commission under subsection (3); or
(b) to act as its chairman for any period during which a chairman appointed by the Commission under subsection (3) is unable to act as chairman due to illness, absence from Hong Kong or any other cause,

and may at any time remove the member so elected from the office of the chairman.
(7) A committee established under this section may, subject to the provisions of this Ordinance, regulate its own procedure and business.
(8) A committee established under this section shall meet when and where the chairman of the committee determines, subject to any procedure fixed by the committee and any direction given by the Commission under subsection (9).
(9) The Commission may give directions to a committee established under this section, whether generally or in any particular case, and whether regarding the manner in which it shall act or otherwise, and the committee shall act in accordance with any such directions.

9. Staff of Commission
(1) The Commission may employ persons for such remuneration and allowances, and on such other terms and conditions, as the Commission determines.
(2) The Commission may provide and maintain schemes (whether contributory or not) for the payment of retirement benefits, gratuities or other allowances to its employees and their dependants.
(3) The Commission may engage consultants, agents and advisers to assist it in the performance of its functions.

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

11. Directions to Commission
(1) After consultation with the chief executive officer of the Commission, the Chief Executive may, upon being satisfied that it is in the public interest to do so, give the Commission written directions as to the furtherance of any of its regulatory objectives or the performance of any of its functions. (Amended 15 of 2006 s. 2)
(2) The Commission shall comply with any written direction given under subsection (1).
(3) Where any written direction is given under subsection (1), any requirement under any other provision of this or any other Ordinance that the Commission shall, for the purpose of performing any of the functions to which the written direction relates—
(a) form any opinion;
(b) be satisfied as to any matter (including existence of particular circumstances); or
(c) consult any person,

shall not apply for all purposes connected with the performance of functions pursuant to, or consequent upon, the written direction.
(4) Written directions given under subsection (1) are not subsidiary legislation.

12. Commission to furnish information
The Commission shall, when required by the Financial Secretary, furnish to the Financial Secretary such information as he specifies on the principles, practices and policy it is pursuing or adopting, or proposes to pursue or adopt, in furthering any of its regulatory objectives or performing any of its functions, and the reasons therefor.

13. Financial year and estimates
(1) The financial year of the Commission commences on 1 April in each year.
(2) The Commission shall, not later than 31 December in each financial year of the Commission, submit to the Chief Executive for his approval estimates of its income and expenditure for the next financial year.
(3) The Financial Secretary shall cause the estimates as approved pursuant to subsection (2) to be laid on the table of the Legislative Council.

14. Appropriation
For each financial year of the Commission, the Government shall pay to the Commission out of the general revenue the moneys appropriated by the Legislative Council for that purpose.