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

112ZQ. Financial Secretary may make regulations relating to fees
(1) Despite section 395, the Financial Secretary may make regulations to provide for—
(a) the charging or collecting of fees by the Commission—
(i) in respect of any things done, or services provided, by the Commission in performing the Commission’s functions under this Part or the OFC rules; or
(ii) in respect of any things done, or services provided, by the Commission in connection with any other matters specified in the OFC rules;
(b) the charging or collecting of fees by the Registrar of Companies—
(i) in respect of any things done, or services provided, by the Registrar in performing the Registrar’s functions under this Part or the OFC rules; or
(ii) in respect of any things done, or services provided, by the Registrar in connection with any other matters specified in the OFC rules; and
(c) the charging or collecting of fees by the Official Receiver—
(i) in respect of any things done, or services provided, by the Official Receiver in performing the Official Receiver’s functions under this Part or the OFC rules; or
(ii) in respect of any things done, or services provided, by the Official Receiver in connection with any other matters specified in the OFC rules.
(2) The regulations may—
(a) provide for the amount of the fees to be fixed by or determined under the regulations;
(b) provide for different fees to be payable in respect of the same matter in different circumstances;
(c) specify when and how fees are to be paid; and
(d) provide for the waiver of payment of any fee prescribed by the regulations, either generally or in a particular case.
(3) The Registrar of Companies—
(a) may, subject to the approval of the Financial Secretary, determine what fees are chargeable in respect of the things done, or services provided—
(i) for which fees are not provided for by the regulations; or
(ii) in circumstances other than those for which fees are provided by the regulations; and
(b) may charge such fees.

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

112ZR. Commission may publish codes and guidelines
(1) The Commission may publish, in the Gazette and in any other manner it considers appropriate, any code or guideline to provide guidance in respect of any matter relating to—
(a) the incorporation, registration, management and operation of open-ended fund companies, including their administration and procedure; or
(b) the business of open-ended fund companies.
(2) Without limiting subsection (1), a code or guideline published under that subsection may refer to obligations to observe any other codes or guidelines issued, or requirements imposed, otherwise than by the Commission.
(3) The Commission may amend any code or guideline published under subsection (1).
(4) Any amendments made to a code or guideline published under subsection (1) must be published in the Gazette and in any other manner the Commission considers appropriate.
(5) A code or guideline published under subsection (1)—
(a) may be of general or special application and, in particular, may be made so as to apply, or so as not to apply—
(i) to a specified extent in relation to a specified person or to members of a specified class of persons; or
(ii) in specified circumstances; and
(b) may make different provisions for different circumstances and provide for different cases or classes of cases.
(6) A code or guideline published under subsection (1) and all amendments made to it are not subsidiary legislation.

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

112ZS. Effect of codes and guidelines
(1) A failure by a person to comply with a provision in a code or guideline does not itself make the person liable to any judicial or other proceedings.
(2) However, a failure on the part of an intermediary acting as an investment manager of an open-ended fund company, or a representative of such an intermediary, to comply with a provision in a code or guideline may be taken into account in considering, for the purposes of any provision of this Ordinance—
(a) in the case of an intermediary, whether it is a fit and proper person to be or to remain licensed or registered;
(b) in the case of a representative of an intermediary that is a licensed corporation, whether he or she is a fit and proper person to be or to remain licensed as a representative; or
(c) in the case of a representative of an intermediary that is a registered institution, whether he or she is a fit and proper person to be or to remain a person whose name is entered in the register maintained by the Monetary Authority under section 20 of the Banking Ordinance (Cap. 155) as that of a person engaged by a registered institution in respect of a regulated activity.
(3) Despite subsection (1), in any proceedings under this Ordinance before a court—
(a) a code or guideline is admissible in evidence; and
(b) if any provision in a code or guideline appears to the court to be relevant to a question arising in the proceedings, the provision is to be taken into account in determining the question.
(4) In this section—
code or guideline (守則或指引) means a code or guideline published under section 112ZR.

112ZT. Offence of fraudulent trading
(1) If any business of an open-ended fund company is carried on—
(a) with intent to defraud creditors of the company or creditors of any other person; or
(b) for any fraudulent purpose,
every person who is knowingly a party to the carrying on of the business with that intent or for that purpose commits an offence.
(2) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of $10,000,000 and to imprisonment for 10 years; or
(b) on summary conviction to a fine of $1,000,000 and to imprisonment for 3 years.
(3) This section applies whether or not the open-ended fund company has been, or is in the course of being, wound up.

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

113. Interpretation of Part V
(1) In this Part, unless the context otherwise requires—
executive director (執行董事), in relation to a licensed corporation, means a director of the corporation who—
(a) actively participates in; or
(b) is responsible for directly supervising,

the business of a regulated activity for which the corporation is licensed;

prescribed fee (訂明費用) means a fee prescribed by rules made under section 395;
prescribed manner (訂明方式) means such manner as is prescribed by rules made under section 397;
principal (主事人), in relation to a licensed representative, means the licensed corporation to which the representative is accredited;
regulated function (受規管職能), in relation to a regulated activity carried on as a business by any person, means any function performed for or on behalf of or by arrangement with the person relating to the regulated activity, other than work ordinarily performed by an accountant, clerk or cashier;
specified titles (指明稱銜) means the titles specified in column 3 of Schedule 6.
(2) In this Part, a reference to a licence to carry on a regulated activity shall be construed—
(a) in relation to a licensed corporation, as a licence to carry on a business in the regulated activity; and
(b) in relation to a licensed representative, as a licence to perform for or on behalf of or by arrangement with a licensed corporation to which he is accredited any regulated function in relation to the regulated activity.
(3) Registration for a regulated activity under section 119 shall be construed as registration for carrying on a business in the regulated activity.