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

307V. Powers of Court of Appeal on appeal
(1) In an appeal under section 307U(1), the Court of Appeal may—
(a) allow the appeal;
(b) dismiss the appeal;
(c) vary or set aside the finding or determination and, if the finding or determination is set aside, substitute for the finding or determination any other finding or determination it considers appropriate; or
(d) remit the matter in question to the Tribunal with the directions it considers appropriate, which may include a direction to the Tribunal to conduct the proceedings afresh for the purpose of determining any question specified by the Court of Appeal.
(2) In an appeal under section 307U(2), the Court of Appeal may—
(a) confirm, vary or set aside the order appealed against; and
(b) if the order is set aside, substitute for the order any other order it considers appropriate.
(3) If the Court of Appeal varies, or substitutes any other finding, determination or order for a finding, determination or order under subsection (1)(c) or (2)(a) or (b), the finding, determination or order as varied or the other finding, determination or order substituting for the finding, determination or order may be—
(a) in the case of subsection (1)(c), any finding or determination (whether more or less onerous) that the Tribunal had power to make for the purposes of the proceedings in question; or
(b) in the case of subsection (2)(a) or (b), any order (whether more or less onerous) that the Tribunal had power to make in respect of the appellant,
whether or not under the same provision as that under which the finding, determination or order has been made.
(4) If the Court of Appeal remits a matter to the Tribunal under subsection (1)(d), the Tribunal may be constituted by the same members as, or different members from, those that originally dealt with the matter, unless the Court of Appeal otherwise directs.
(5) In an appeal under section 307U, the Court of Appeal may make any order as to costs that it considers appropriate.

307W. No stay of execution on appeal
(1) Without prejudice to section 307T, neither the lodging of an appeal nor the filing of an application for leave to appeal under section 307U by itself operates as a stay of execution of a finding, determination or order of the Tribunal unless the Court of Appeal otherwise orders.
(2) A stay of execution ordered under subsection (1) may be subject to any conditions as to costs, payment of money into the Tribunal or otherwise, as the Court of Appeal considers appropriate.

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

307X. Rules by Chief Justice
The Chief Justice may make rules—
(a) providing for the taxation of costs required to be paid under an order referred to in section 307N(1)(e) or (f) and for the award of costs under section 307P and the taxation of those costs;
(b) regulating the procedure for—
(i) applying for leave to appeal, and the hearing of applications for leave to appeal, under section 307U; and
(ii) the hearing of appeals under that section;
(c) requiring the payment of the fees specified in the rules for any matter relating to disclosure proceedings;
(d) providing for matters of procedure or other matters relating to disclosure proceedings which are not provided for in this Part, Part XIII or Schedule 9;
(e) providing for the issue or service of any document (however described) for the purposes of this Part or Schedule 9; and
(f) prescribing any matter which this Part provides is, or may be, prescribed by rules made by the Chief Justice.

307Y. Interpretation and application
(1) In this Division—
transaction (交易) includes an offer and an invitation (however expressed).
(2) Nothing in this Division affects, limits or diminishes any rights conferred on a person, or any liabilities a person may incur, under the common law or any other enactment.

307Z. Civil liability for breach of a disclosure requirement
(1) Subject to subsection (2), a person who is in breach of a disclosure requirement is liable to pay compensation by way of damages to any other person for any pecuniary loss sustained by the other person as a result of the breach.
(2) A person is not liable to pay compensation under subsection (1) unless it is fair, just and reasonable in the circumstances of the case that the person should be so liable.
(3) Subsection (1) applies—
(a) whether or not the loss arises from the other person having entered into a transaction or dealing at a price affected by the breach of the disclosure requirement; and
(b) whether or not the person who is in breach of the disclosure requirement incurs any other liability (under this Part or otherwise).
(4) To avoid doubt, a court that has jurisdiction to determine an action brought under subsection (1) may grant an injunction in addition to, or in substitution for, damages, on any terms and conditions that it considers appropriate, if apart from this section the court has jurisdiction to grant an injunction.

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

307ZA. Evidentiary provisions
(1) In an action brought under section 307Z(1)—
(a) the fact that there is a determination by the Tribunal under section 307J(1)(a) that a breach of a disclosure requirement has taken place is admissible in evidence for the purpose of proving that a breach of a disclosure requirement has taken place; and
(b) the fact that there is a determination by the Tribunal under section 307J(1)(b) identifying a person as being in breach of a disclosure requirement is admissible in evidence for the purpose of proving that the person is in breach of a disclosure requirement.
(2) In an action brought under section 307Z(1), if the fact that there is a determination referred to in subsection (1) is admissible in evidence under that subsection—
(a) then—
(i) in the case of a determination referred to in subsection (1)(a), the breach that is the subject of the determination is to be taken, unless the contrary is proved, to have taken place; and
(ii) in the case of a determination referred to in subsection (1)(b), the person who is the subject of the determination is to be taken, unless the contrary is proved, to be in breach of the disclosure requirement; and
(b) the contents of either of the following are admissible in evidence for the purpose of identifying the facts on which the determination was based—
(i) a report of the Tribunal containing the determination and published under section 307Q(2)(b)(i); or
(ii) a copy of a report of the Tribunal containing the determination and made available under subsection (4).
(3) Subsection (2)(b) is without prejudice to the reception of any other admissible evidence as evidence of the determination or for the purpose of identifying the facts on which the determination was based.
(4) If, in an action brought under section 307Z(1)—
(a) the fact that there is a determination referred to in subsection (1) is admissible in evidence under that subsection; and
(b) a report of the Tribunal containing the determination has not been published under section 307Q(2)(b)(i),
the court may require that a copy of the report be made available to the court to enable it to be used for the purposes of subsection (2)(b) and the Tribunal must cause a copy of the report to be made available to the court accordingly.
(5) Nothing in this section limits section 62 of the Evidence Ordinance (Cap. 8).