### Limited Partnership Fund Ordinance 《有限合夥基金條例》

89. Defence
(1) In the legal proceedings against a person for a specified offence, it is a defence to establish that the person took all reasonable steps to avoid committing the offence.
(2) The person is taken to have established that the person took all reasonable steps to avoid committing the specified offence if—
(a) there is sufficient evidence to raise an issue that the person took all reasonable steps to avoid committing the offence; and
(b) the contrary is not proved by the prosecution beyond reasonable doubt.
(3) In this section—
specified offence (指明罪行) means an offence under section 18(3), 23(9), 24(3), 25(4), 29(8), 30(3), 31(4), 40(4), 56(3), 57(3), 70(7), 72(4), 85 or 88(1).

90. Application of Partnership Ordinance to limited partnership fund
(1) The following provisions of the Partnership Ordinance (Cap. 38) apply to a limited partnership fund—
(a) section 2;
(b) sections 3 and 4 (to the extent that they are not inconsistent with this Ordinance);
(c) sections 6, 8, 9, 10, 12, 13, 15, 16, 17 and 18;
(d) section 19 (to the extent that it is not inconsistent with this Ordinance);
(e) sections 20, 21, 22, 23, 24 and 25;
(f) section 26 (to the extent that it is not inconsistent with this Ordinance);
(g) sections 27, 29, 31, 33, 36, 39, 40, 41, 42, 43, 44, 45 and 46.
(2) Subject to subsection (1), the Partnership Ordinance (Cap. 38) does not apply to a limited partnership fund.

91. Application of rules of equity and of common law
The rules of equity and of common law applicable to partnerships, to the extent that they are not inconsistent with this Ordinance, apply to a limited partnership fund.

92. Power of Financial Secretary to make regulations
The Financial Secretary may make regulations for the better carrying out of the purposes of this Ordinance.

### Limited Partnership Fund Ordinance 《有限合夥基金條例》

93. Power of Registrar to require production of records
(1) The Registrar may, for the purposes of investigating whether a limited partnership fund has contravened any provision of this Ordinance, require the fund to produce—
(a) any records or information relating to the operation, or business activities or transactions, of the fund; and
(b) an explanation in respect of the records or information.
(2) Without limiting subsection (1), the records that the Registrar may require include the records kept under section 29.

94. Power of Registrar to specify form etc.
(1) The Registrar may, in relation to any document required or authorized to be delivered to the Registrar under this Ordinance—
(a) specify requirements as to the form of the document;
(b) specify requirements for the purpose of enabling the Registrar to make copies or image records of the document and to keep records of the information contained in it;
(c) specify requirements as to the authentication of the document; and
(d) specify requirements as to the manner of delivery of the document.
(2) For the purposes of subsection (1), the Registrar may specify different requirements for different documents or classes of documents, or for different circumstances.
(3) For the purposes of subsection (1)(c), the Registrar may—
(a) require the document to be authenticated by a particular person or a person of a particular description;
(b) specify the means of authentication; and
(c) require the document to contain, or to be accompanied by, the name or identification number, or both, of the limited partnership fund to which it relates.
(4) For the purposes of subsection (1)(d), the Registrar may—
(a) require the document to be in hard copy form, electronic form or any other form;
(b) require the document to be delivered by post or any other means;
(c) specify requirements as to the address to which the document is to be delivered; and
(d) in the case of a document to be delivered by electronic means—specify requirements as to the hardware and software to be used and the technical specifications.
(5) This section does not empower the Registrar—
(a) to require a document to be delivered to the Registrar by electronic means; or
(b) to specify any requirement that is inconsistent with any requirement prescribed by an Ordinance as to—
(i) the authentication of the document; and
(ii) the manner of delivery of the document to the Registrar.
(6) Requirements specified under this section are not subsidiary legislation.
(7) In this section—
in hard copy form (印本形式) means in paper form or similar form capable of being read.

### Limited Partnership Fund Ordinance 《有限合夥基金條例》

95. Registrar not responsible for verifying information
(1) The applicant of an application made under section 11, 79 or 82B must ensure the truth of the information contained in the application. (Amended 34 of 2021 s. 11)
(2) The general partner in a limited partnership fund must ensure the truth of the information contained in a document delivered to the Registrar under this Ordinance.
(3) The Registrar is not responsible for verifying—
(a) the truth of the information contained in the application or document; or
(b) the authority under which the application is made or the document is delivered to the Registrar.

96. Power of Registrar to notify relevant regulatory authority
(1) The Registrar may notify the relevant regulatory authority of the investment manager of a limited partnership fund in relation to a statement made by the investment manager to the Registrar that is false, misleading or deceptive in a material respect.
(2) For subsection (1), the relevant regulatory authority includes—
(a) if the investment manager is an authorized institution—the Monetary Authority;
(b) if the investment manager is a licensed corporation—the Securities and Futures Commission; and
(c) any other authority specified by the Financial Secretary for the purposes of this paragraph in regulations made under section 92.