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

112ZD. Court of First Instance may grant specified officer relief in proceedings for misconduct
(1) This section applies if, in any proceedings for any misconduct against a specified officer of an open-ended fund company, it appears to the Court of First Instance that the officer—
(a) is or may be liable for the misconduct;
(b) has acted honestly and reasonably; and
(c) ought fairly to be excused for the misconduct, having regard to all the circumstances of the case (including those connected with the officer’s appointment).
(2) The Court of First Instance may relieve the specified officer, either wholly or partly, from the liability on any terms that the Court thinks fit.
(3) If the case is tried by a judge with a jury, the judge may—
(a) withdraw the case in whole or in part from the jury; and
(b) direct judgment to be entered for the specified officer on any terms as to costs or otherwise that the judge thinks fit.
(4) To avoid doubt, this section does not apply in relation to criminal proceedings.

112ZE. Court of First Instance may grant specified officer relief for misconduct on specified officer’s application
(1) A specified officer of an open-ended fund company may apply to the Court of First Instance for relief if the officer has reason to apprehend that a claim will or might be made against the officer for any misconduct.
(2) On an application by a specified officer of an open-ended fund company, the Court of First Instance may relieve the officer, either wholly or partly, from the liability on any terms that the Court thinks fit if it appears to the Court that the officer—
(a) is or may be liable for the misconduct;
(b) has acted honestly and reasonably; and
(c) ought fairly to be excused for the misconduct, having regard to all the circumstances of the case (including those connected with the officer’s appointment).

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

112ZG. Application to Court of First Instance in respect of failure to comply with direction
(1) If a person fails to comply with a direction given under section 112ZF, the Commission may apply to the Court of First Instance in respect of the failure and the Court may—
(a) if satisfied that there is no reasonable excuse for the person not to comply with the direction, order the person to comply with the direction within the period specified by the Court; and
(b) if satisfied that the failure was without reasonable excuse, punish the person, and any other person knowingly involved in the failure, in the same manner as if the person and, if applicable, that other person had been guilty of contempt of court.
(2) If there is a reasonable likelihood that a person will fail to comply with a direction given under section 112ZF, the Commission may apply to the Court of First Instance for an order that—
(a) the person; and
(b) any other person whom the Court is satisfied is able to procure the person to comply with the direction,
take any action or refrain from taking any action that the Court directs.
(3) An application under this section must be made by originating summons in Form No. 10 in Appendix A to the Rules of the High Court (Cap. 4 sub. leg. A).

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

112ZH. Commission’s power to cancel registration on open-ended fund company’s application
(1) Subject to subsection (2), the Commission must cancel the registration under section 112D of an open-ended fund company on an application made by the company in accordance with the OFC rules.
(2) The Commission may refuse to cancel the registration of an open-ended fund company if it considers that—
(a) it is in the public interest that any matter concerning the company should be investigated before its registration is so cancelled; or
(b) the cancellation would not be in the interest of the investing public.
(3) On cancelling the registration of an open-ended fund company, the Commission may impose any condition that it considers appropriate.
(4) The Commission may, by notice in writing served on an open-ended fund company the registration of which is cancelled, amend or revoke any of the conditions imposed, or impose new conditions, in respect of the cancellation.
(5) The Commission must not exercise a power under subsection (2), (3) or (4) in relation to an open-ended fund company without first giving the company a reasonable opportunity to be heard.
(6) If the Commission cancels the registration of an open-ended fund company, it must notify the company in writing of the cancellation.
(7) If the Commission exercises a power under subsection (2), (3) or (4) in relation to an open-ended fund company, it must notify the company in writing of the exercise and the reasons for it.
(8) If the Commission cancels the registration of an open-ended fund company, it—
(a) must, as soon as reasonably practicable after cancelling the registration, notify the Registrar of Companies in writing of the cancellation; and
(b) may publish notice of the cancellation and the reason for the cancellation in any manner that it considers appropriate.

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

112ZI. Commission’s power to cancel registration otherwise than on open-ended fund company’s application
(1) The Commission may cancel the registration under section 112D of an open-ended fund company if—
(a) it appears to the Commission that, with respect to the company, any of the requirements for registration specified in section 112E is no longer met;
(b) it appears to the Commission that the company or a director, an investment manager, a custodian or a sub-custodian of the company has contravened—
(i) any of the relevant provisions;
(ii) any notice or requirement given or made by the Commission under or pursuant to this Ordinance; or
(iii) any of the conditions imposed in respect of the registration of the company;
(c) it appears to the Commission that the company or a director, an investment manager, a custodian or a sub-custodian of the company has, in purported compliance with—
(i) any of the relevant provisions;
(ii) any notice or requirement given or made by the Commission under or pursuant to this Ordinance; or
(iii) any of the conditions imposed in respect of the registration of the company,
knowingly or recklessly provided to the Commission any information that is false or misleading in a material particular;
(d) the Commission is not satisfied that the continued registration of the company is in the interest of the investing public; or
(e) an order for the winding up of the company has been made by the court under the OFC rules.
(2) On cancelling the registration of an open-ended fund company, the Commission may impose any condition that it considers appropriate.
(3) The Commission may, by notice in writing served on an open-ended fund company the registration of which is cancelled, amend or revoke any of the conditions imposed, or impose new conditions, in respect of the cancellation.
(4) The Commission must not exercise a power under subsection (1), (2) or (3) in relation to an open-ended fund company without first giving the company a reasonable opportunity to be heard.
(5) If the Commission exercises a power under subsection (1), (2) or (3) in relation to an open-ended fund company, it must notify the company in writing of the exercise and the reasons for it.
(6) If the Commission cancels the registration of an open-ended fund company, it—
(a) must, as soon as reasonably practicable after cancelling the registration, notify the Registrar of Companies in writing of the cancellation; and
(b) may publish notice of the cancellation and the reasons for the cancellation in any manner that it considers appropriate.