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

68. Transfer and resumption of functions of Commission
(1) The Commission may request the Chief Executive in Council to transfer, by order (transfer order) published in the Gazette, to a recognized exchange controller (designated exchange controller), a function to which this section applies, if the Commission is satisfied that the designated exchange controller is willing and able to perform the function.
(2) This section applies to a function of the Commission under—
(a) Part V;
(b) section 145;(Amended 28 of 2012 ss. 912 & 920)
(c) Parts II and XII of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32); and (Replaced 28 of 2012 ss. 912 & 920)
(d) Part 5 of the Companies Ordinance (Cap. 622). (Added 28 of 2012 ss. 912 & 920)
(3) A function to which this section applies may be transferred by a transfer order either in whole or in part, and the transfer may be subject to—
(a) a reservation that the Commission is to perform the function concurrently with the designated exchange controller; and
(b) such other conditions as the Commission considers appropriate.
(4) A transfer order may contain such incidental, supplemental and consequential provisions as may be necessary or expedient for the purpose of giving full effect to the order.
(5) The Commission shall not request that a transfer order be made in respect of the making of financial resources rules unless the proposed designated exchange controller has first supplied the Commission with a draft of the financial resources rules which it proposes to make, and the Commission is satisfied that the rules, if made, will afford the investing public an adequate level of protection.
(6) The Commission may at the request or with the consent of a designated exchange controller resume a function transferred by a transfer order, but the resumption takes effect only by order of the Chief Executive in Council.
(7) The Chief Executive in Council may order that the Commission resume a function transferred to a designated exchange controller by a transfer order if the Commission so requests and if it appears to the Chief Executive in Council to be in the public interest to do so.
(8) A transfer order may provide for a designated exchange controller to retain all or any of the fees payable in relation to the performance of a transferred function, and an order made under subsection (6) or (7) may provide for the Commission to retain all or any such fees, from a date specified in the order.

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

69. Chairman of recognized exchange controller
(1) No person shall be the chairman of a company which is a recognized exchange controller unless he has the approval in writing of the Chief Executive to hold that office.
(2) Where the Chief Executive is satisfied that it is appropriate to do so—
(a) in the interest of the investing public or in the public interest; or
(b) for the proper regulation of markets in securities or futures contracts,
he may, by notice in writing served on a person who is the chairman of a recognized exchange controller, remove the person from that office with effect from a date specified in the notice for the purpose.

70. Appointment of chief executive or chief operating officer of recognized exchange controller requires approval of Commission
(1) No appointment of a person as chief executive or chief operating officer of a company which is a recognized exchange controller shall have effect unless the appointment has the approval in writing of the Commission.
(2) Where the Commission, after consultation with the Financial Secretary and the chairman of a recognized exchange controller, is satisfied that it is appropriate to do so—
(a) in the interest of the investing public or in the public interest; or
(b) for the proper regulation of markets in securities or futures contracts,
it may, by notice in writing served on a person who is the chief executive or chief operating officer of the controller, remove the person from that office with effect from a date specified in the notice for the purpose.
(3) A notice served under subsection (2) shall take effect immediately.

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

71. Production of records, etc. by recognized exchange controller
(1) The Commission may, by notice in writing served on a recognized exchange controller, require the controller to provide to the Commission, within such period as the Commission may specify in the notice—
(a) such books and records kept by it—
(i) in connection with or for the purposes of its business;
(ii) in respect of any trading in securities or futures contracts traded on the stock market or futures market operated by the recognized exchange company of which it is a controller, or through the facilities of that company;
(iia) in respect of any trading in OTC derivative products traded through the facilities of the recognized exchange company of which it is a controller; or (Added 6 of 2014 s. 8)
(iii) in respect of any 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 of which it is a controller; and (Amended 6 of 2014 s. 8)
(b) such other information relating to its business or any such trading or clearing and settlement arrangements,
as the Commission may reasonably require for the performance of its functions.
(2) A recognized exchange controller served with a notice under subsection (1) which, without reasonable excuse, fails to comply with the notice commits an offence and is liable on conviction to a fine at level 5.

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

73. Appeals
(1) A person served with a notice under section 59(9)(c), 61(9)(b), 70(2), 72(1) or 75(1) may appeal against the notice to the Chief Executive in Council not later than 14 days after the date of service of the notice or such longer period (if any) as the Commission specifies in the notice.
(2) The decision of the Chief Executive in Council on an appeal under subsection (1) shall be final.

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

74. Provisions applicable where recognized exchange controller, etc. seeks to be listed corporation
(1) A relevant recognized exchange controller, or a relevant corporation, shall not become a listed corporation unless and until the Commission states in writing that it is satisfied that—
(a) subject to subsection (2), rules made under section 23 adequately deal with possible conflicts of interest that might arise if the relevant recognized exchange controller or relevant corporation (as the case may be) were to be a listed corporation; and
(b) the relevant recognized exchange controller or relevant corporation (as the case may be) has entered into arrangements with the Commission that adequately ensure—
(i) the integrity of the market in securities or futures contracts traded on the stock market or futures market operated by the recognized exchange company concerned or through the facilities of that recognized exchange company; and
(ii) the compliance with obligations as a listed corporation which would fall on the relevant recognized exchange controller or relevant corporation (as the case may be) if it were to become a listed corporation.
(2) Rules referred to in subsection (1)(a) shall make provision to the effect that the Commission shall, instead of the Stock Exchange Company, take all actions and make all decisions in relation to the relevant recognized exchange controller or relevant corporation that would be taken by the Stock Exchange Company in the case of a corporation that was neither a recognized exchange controller nor a relevant corporation except in the case of any action or decision in respect of which the Commission states in writing that it is satisfied that a conflict of interest will not arise if that action or decision were to be taken or made (as the case may be) by the Stock Exchange Company.
(3) By virtue of this section, the Commission shall have such functions as are provided for it under—
(a) rules made for the purposes of subsections (1)(a) and (2);
(b) arrangements referred to in subsection (1)(b).
(4) Where a fee is payable to the Stock Exchange Company by a person for the taking of an action or the making of a decision which may be taken or made (as the case may be) by the Commission by virtue of subsections (1)(a) and (2), then, notwithstanding any other enactment or rule of law, that person shall pay that fee to the Commission in any case where the Commission takes that action or makes that decision (as the case may be) by virtue of those subsections.