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

112B. Prohibition against carrying on business as open-ended fund company without registration etc.
(1) A person, not being an open-ended fund company that is registered under section 112D, must not—
(a) carry on business as an open-ended fund company; or
(b) hold out as an open-ended fund company.
(2) A person must not manage any property on behalf of another person who, not being an open-ended fund company that is registered under section 112D—
(a) carries on business as an open-ended fund company; or
(b) holds out as an open-ended fund company.
(3) A person must not hold out as acting on behalf of another person who, not being an open-ended fund company that is registered under section 112D—
(a) carries on business as an open-ended fund company; or
(b) holds out as an open-ended fund company.
(4) A person who, without reasonable excuse, contravenes subsection (1) commits an offence and is liable—
(a) on conviction on indictment to a fine of $5,000,000 and to imprisonment for 7 years and, in the case of a continuing offence, to a further fine of $100,000 for each day during which the offence continues; or
(b) on summary conviction to a fine of $500,000 and to imprisonment for 2 years and, in the case of a continuing offence, to a further fine of $10,000 for each day during which the offence continues.
(5) A person who, without reasonable excuse, contravenes subsection (2) or (3) commits an offence and is liable—
(a) on conviction on indictment to a fine of $1,000,000 and to imprisonment for 2 years and, in the case of a continuing offence, to a further fine of $20,000 for each day during which the offence continues; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months and, in the case of a continuing offence, to a further fine of $2,000 for each day during which the offence continues.

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

112C. Incorporation of open-ended fund company
(1) Any person may incorporate a company under this Part by delivering to the Registrar of Companies for registration—
(a) an incorporation form prescribed by the OFC rules; and
(b) a copy of the instrument of incorporation of the proposed company 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 incorporation prescribed by the OFC rules are met with respect to the proposed company, the Registrar—
(a) must register the documents delivered under subsection (1); and
(b) must issue a certificate of incorporation in respect of the proposed company certifying that it is a company incorporated under this Part.
(4) The Registrar of Companies must not register the relevant documents or issue a certificate of incorporation under subsection (3) unless the Registrar has been notified of the registration of the proposed company under section 112D(7).

112D. Application for registration with Commission before incorporation
(1) On an application by a person, the Commission may register a proposed company 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 registration of a proposed company takes effect on the day on which a certificate of incorporation is issued by the Registrar of Companies under section 112C(3)(b) in respect of it.
(4) The Commission must refuse to register a proposed company unless it is satisfied that the requirements for registration specified in section 112E will, on the day on which the registration takes effect, be met with respect to the company.
(5) Without limiting any other ground on which the Commission may refuse to register a proposed company, the Commission may refuse to do so if it is not satisfied that the registration is in the interest of the investing public.
(6) On registering a proposed company, the Commission may impose any condition that it considers appropriate.
(7) The Commission must, as soon as reasonably practicable after registering a proposed company under subsection (1), notify the Registrar of Companies in writing of the registration.
(8) The Commission must, as soon as reasonably practicable after refusing to register a proposed company under subsection (1), notify the applicant in writing of the refusal and the reasons for it.

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

112E. Requirements for registration
The requirements for registration specified for the purposes of section 112D(4) or 112ZJB(3) are— (Amended 33 of 2021 s. 4)
(a) the requirements relating to the name of an open-ended fund company as set out in section 112H(2), (3), (4) and (5);
(b) the requirement relating to the registered office of an open-ended fund company as set out in section 112I;
(c) the requirements relating to directors of an open-ended fund company as set out in sections 112U(1), 112V(1), 112W(1) and 112X(1);
(d) the requirements relating to an investment manager of an open-ended fund company as set out in section 112Z;
(e) the requirement relating to a custodian of an open-ended fund company as set out in section 112ZA(1); and
(f) any other requirements for registration prescribed by the OFC rules.

112F. Commission may amend conditions of registration
The Commission may, by notice in writing served on an open-ended fund company, amend or revoke any of the conditions imposed, or impose new conditions, in respect of its registration.

112G. Publication of particulars of open-ended fund company
(1) The Commission may publish, in any manner it considers appropriate, particulars of an open-ended fund company.
(2) Particulars published under subsection (1) are not subsidiary legislation.

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

112H. Name of open-ended fund company
(1) The name of an open-ended fund company is—
(a) the name stated in— (Amended 33 of 2021 s. 5)
(i) for a company incorporated under section 112C—its certificate of incorporation; or
(ii) for a re-domiciled OFC—its certificate of re-domiciliation; or (Amended 33 of 2021 s. 5)
(b) if a change of name has effect under the OFC rules, its new name.
(2) The name of an open-ended fund company must not—
(a) in the opinion of the Commission, be misleading or otherwise undesirable; or
(b) be the same as the name of another existing open-ended fund company.
(3) For an open-ended fund company that has an English name only, the name must end with “Open-ended Fund Company” or “OFC”.
(4) For an open-ended fund company that has a Chinese name only, the name must end with “開放式基金型公司”.
(5) For an open-ended fund company that has both an English name and a Chinese name—
(a) the English name must end with “Open-ended Fund Company” or “OFC”; and
(b) the Chinese name must end with “開放式基金型公司”.

112I. Registered office of open-ended fund company
An open-ended fund company must have a registered office in Hong Kong to which all communications and notices may be addressed.

112J. Capacity of open-ended fund company
An open-ended fund company has the capacity, rights, powers and privileges as are prescribed by the OFC rules.