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

290. Interest in securities and beneficial ownership, etc. (market misconduct offences other than insider dealing offence)
(1) For the purposes of Division 3, 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 3.
(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 3.
(7) For the purposes of Division 3, 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》

294. Insider dealing offence—defences for certain persons exercising right to subscribe for or acquire securities or derivatives
Where a person is charged with an offence under section 291(8) in respect of a contravention of section 291 taking place through his dealing in listed securities or derivatives, it is a defence to the charge for the person to prove that—
(a) he dealt in the listed securities or derivatives in question by way of his exercise of a right to subscribe for or otherwise acquire such listed securities or derivatives; and
(b) the right was granted to him or was derived from securities or their derivatives that were held by him before he became aware of any inside information in relation to the corporation the listed securities of which were, or the derivatives of the listed securities of which were, such listed securities or derivatives. (Amended 9 of 2012 s. 14)

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

307. No further proceedings after Part XIII market misconduct proceedings
(1) Notwithstanding anything in this Part, no criminal proceedings may be instituted against any person under this Part in respect of any conduct if— (Amended 9 of 2012 s. 26)
(a) proceedings have previously been instituted against the person under section 252 in respect of the same conduct; and
(b) (i) those proceedings remain pending; or
(ii) by reason of the previous institution of those proceedings, no proceedings may again be lawfully instituted against that person under section 252 in respect of the same conduct.
(2) Subsection (1) does not apply in relation to any proceedings instituted under section 252 without the consent of the Secretary for Justice under section 252A(1). (Added 9 of 2012 s. 26)

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

307B. Requirement for listed corporations to disclose inside information
(1) A listed corporation must, as soon as reasonably practicable after any inside information has come to its knowledge, disclose the information to the public.
(2) For the purposes of subsection (1), inside information has come to the knowledge of a listed corporation if—
(a) information has, or ought reasonably to have, come to the knowledge of an officer of the corporation in the course of performing functions as an officer of the corporation; and
(b) a reasonable person, acting as an officer of the corporation, would consider that the information is inside information in relation to the corporation.
(3) Without limiting subsection (1), a listed corporation fails to disclose the inside information required under that subsection if—
(a) the information disclosed is false or misleading as to a material fact, or is false or misleading through the omission of a material fact; and
(b) an officer of the corporation knows or ought reasonably to have known that, or is reckless or negligent as to whether, the information disclosed is false or misleading as to a material fact, or is false or misleading through the omission of a material fact.
(4) This section is subject to sections 307C, 307D, 307E and 307F.
(5) This section is also subject to sections 150 and 153(2) of the Financial Institutions (Resolution) Ordinance (Cap. 628). (Added 23 of 2016 s. 216. Amended E.R. 2 of 2017)

307C. Manner of disclosure
(1) A disclosure under section 307B must be made in a manner that can provide for equal, timely and effective access by the public to the inside information disclosed.
(2) Without limiting the manner of disclosure permitted under subsection (1), a listed corporation complies with that subsection if it has disseminated the inside information required to be disclosed under section 307B through an electronic publication system operated by a recognized exchange company for disseminating information to the public.