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

112ZJ. Permission to carry on essential business operations on cancellation of registration
(1) The Commission may, by notice in writing served on an open-ended fund company the registration of which has been cancelled under section 112ZH or 112ZI, permit the company to carry on essential business operations.
(2) The registration of an open-ended fund company to which permission is given is, while it carries on essential business operations in accordance with the permission, deemed not to be cancelled for the purposes of this Ordinance.
(3) On giving permission to an open-ended fund company, the Commission may impose any condition that it considers appropriate.
(4) A condition imposed under subsection (3) must be specified in the notice in respect of the permission.
(5) A permission given or a condition imposed in respect of it under subsection (3) takes effect—
(a) at the time of the service of the notice in respect of the permission; or
(b) if a later time is specified in the notice, at that time.
(6) The Commission may, by notice in writing served on an open-ended fund company to which permission is given, amend or revoke any of the conditions imposed, or impose new conditions, in respect of the permission.
(7) An amendment or revocation of a condition, or a new condition imposed, under subsection (6) takes effect—
(a) at the time of the service of the notice in respect of the amendment or revocation of the condition or the imposition of the new condition; or
(b) if a later time is specified in the notice, at that time.
(8) In this section—
essential business operations (必要的業務運作), in relation to an open-ended fund company, means business operations that are essential for closing down its business.

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

112ZJA. Interpretation of Division 8A of Part IVA
(1) In this Division—
application date (申請日期), in relation to a non-Hong Kong fund corporation, means the date on which an application under section 112ZJB(1) is made by the corporation;
deregister (撤銷註冊), in relation to a non-Hong Kong fund corporation, means to cease to have a registration under the law of its place of incorporation relating to the incorporation or domicile of the corporation in that place;
intended OFC (籌劃中公司), in relation to a non-Hong Kong fund corporation, means the re-domiciled OFC that the corporation is intended to become on the re-domiciliation date;
non-Hong Kong fund corporation (非香港基金法團) means a collective investment scheme constituted as a corporation that is incorporated outside Hong Kong as at the application date;

place of incorporation (成立地), in relation to a non-Hong Kong fund corporation, means— 
(a) the jurisdiction outside Hong Kong in which the corporation is incorporated and under the law of which the corporation is registered as at the application date; or
(b) if the corporation has, after its incorporation, transferred its domicile to a jurisdiction outside Hong Kong, and is registered under the law of that jurisdiction as at the application date—that jurisdiction;

re-domiciliation date (遷冊日期) means the date on which the certificate of re-domiciliation is issued.
(2) In this Division, a reference to registration under the law of a jurisdiction outside Hong Kong includes any permission or authorization (however described) of a similar nature under the law of that jurisdiction.

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

112ZJB. Registration with Commission before re-domiciliation
(1) On an application by a non-Hong Kong fund corporation, the Commission may register the corporation for the purposes of this Part.
(2) An application for the purposes of subsection (1)—
(a) must be made in the manner specified by the Commission; and
(b) must be accompanied by any document or information that the Commission requires.
(3) The Commission must refuse to register a non-Hong Kong fund corporation under subsection (1) unless it is satisfied that the requirements for registration specified in section 112E will, on the re-domiciliation date, be met in relation to the intended OFC.
(4) Without limiting any other ground on which the Commission may refuse to register a non-Hong Kong fund corporation under subsection (1), the Commission may refuse to so register the corporation if it is not satisfied that the registration is in the interest of the investing public.
(5) On registering a non-Hong Kong fund corporation under subsection (1), the Commission may impose any condition that it considers appropriate.
(6) The Commission must, as soon as reasonably practicable after registering a non-Hong Kong fund corporation under subsection (1), notify the Registrar of Companies in writing of the registration.
(7) The Commission must, as soon as reasonably practicable after refusing to register a non-Hong Kong fund corporation under subsection (1), notify the corporation in writing of the refusal and the reasons for it.
(8) A registration under subsection (1) takes effect on the re-domiciliation date.
(9) Once a registration under subsection (1) has taken effect—
(a) the registration is taken to be a registration under section 112D(1) that has taken effect; and
(b) a condition imposed under subsection (5) is taken to be a condition imposed under section 112D(6).

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

112ZJC. Issue of certificate of re-domiciliation by Registrar of Companies
(1) A non-Hong Kong fund corporation may apply for a certificate of re-domiciliation by delivering to the Registrar of Companies for registration—
(a) a re-domiciliation form prescribed by the OFC rules; and
(b) a copy of the instrument of incorporation of the intended OFC that has been signed in accordance with the OFC rules.
(2) The documents specified in subsection (1)—
(a) must be delivered in the manner prescribed by the OFC rules; and
(b) must be accompanied by any document or information prescribed by the OFC rules.
(3) Subject to subsection (4), if the Registrar of Companies is satisfied that the requirements for issuing a certificate of re-domiciliation prescribed by the OFC rules are met in relation to the non-Hong Kong fund corporation, the Registrar—
(a) must register the documents delivered under subsection (1); and
(b) must issue a certificate of re-domiciliation to the corporation certifying that it has become an open-ended fund company.
(4) The Registrar of Companies must not take any action under subsection (3) unless the Registrar has been notified of the registration of the non-Hong Kong fund corporation under section 112ZJB(6).