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

130. Suitability of premises for keeping records or documents
(1) The Commission may, upon application in the prescribed manner and payment of the prescribed fee, approve premises to be used by a licensed corporation for keeping records or documents required under this Ordinance or the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615). (Amended 15 of 2011 s. 88; 4 of 2018 s. 43)
(2) The Commission shall refuse to approve premises under subsection (1) unless the applicant satisfies the Commission that—
(a) the premises are suitable for being used for the purpose referred to in that subsection; and
(b) where the premises are used partly for residential purposes, such residential use of the premises will not affect the exercise of any powers under this Part or Part VI or VIII.
(3) A licensed corporation shall not, without the prior approval in writing of the Commission, use any premises for the keeping of records or documents relating to the carrying on of the regulated activity for which it is licensed.
(4) The Commission shall inform the applicant in writing of its decision under subsection (1) as soon as reasonably practicable after receipt of the application.

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

131. Restriction on substantial shareholding, etc.
(1) A person shall not become and continue to be a substantial shareholder of a corporation licensed under section 116 without first being approved by the Commission under section 132(1)(a).
(2) A person who contravenes subsection (1) 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 to a further fine of $5,000 for every day during which the person continues to be such substantial shareholder without the Commission’s approval under section 132(1)(b); or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months, and to a further fine of $500 for every day during which the person continues to be such substantial shareholder without the Commission’s approval under section 132(1)(b).
(3) It is a defence for a person charged with an offence under subsection (2) to prove—
(a) that he did not know, and could not have by the exercise of reasonable diligence ascertained, the existence of the act or circumstances by virtue of which he became such a substantial shareholder; and
(b) where he subsequently became aware of such act or circumstances, that he applied under section 132(1)(b), as soon as reasonably practicable and in any event within 3 business days after he became so aware, for approval to continue to be a substantial shareholder of the corporation.
(4) If a person becomes a substantial shareholder of a corporation licensed under section 116 without the Commission’s prior approval under section 132(1)(a) by virtue of—
(a) a transfer of shares;
(b) an issue of shares; or
(c) a transfer of the right to be issued with shares,

then, unless and until the Commission approves the person to continue to be a substantial shareholder of the corporation under section 132(1)(b), the voting rights conferred by the shares concerned are not exercisable.
(5) A person who purportedly exercises any voting right that is not exercisable by virtue of subsection (4) commits an offence and is liable—
(a) on conviction on indictment to a fine of $200,000 and to imprisonment for 1 year; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.
(6) It is a defence for a person charged with an offence under subsection (5) to prove that he—
(a) did not know; and
(b) could not have by the exercise of reasonable diligence known,

that the voting right which he purportedly exercised is by virtue of subsection (4) not exercisable.

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

132. Approval to become or continue to be substantial shareholder
(1) The Commission may, upon application in the prescribed manner and payment of the prescribed fee, approve the applicant—
(a) to become; or
(b) to continue to be,

as the case may be, a substantial shareholder of a corporation licensed under section 116.
(2) The Commission shall refuse to approve an applicant to become or continue to be (as the case may be) a substantial shareholder of the licensed corporation concerned unless the applicant satisfies the Commission that the corporation will remain a fit and proper person to be licensed if the application is approved.
(3) An approval under subsection (1)(a) or (b) shall be subject to such reasonable conditions as the Commission may impose on the applicant and on the licensed corporation concerned, and the Commission may at any time, by notice in writing served on the approved substantial shareholder and the corporation, amend or revoke any such condition or impose new conditions as may be reasonable in the circumstances.
(4) Where the Commission by notice in writing amends or revokes any condition or imposes any new condition under subsection (3), the amendment, revocation or imposition takes effect at the time of the service of the notice or at the time specified in the notice, whichever is the later.
(5) Without limiting the generality of subsection (3), it shall be a condition of an approval under subsection (1)(a) or (b) that the approved substantial shareholder shall—
(a) at all times keep the Commission informed of particulars of his contact details including, in so far as applicable, his business address, residential address, telephone and facsimile numbers and electronic mail address; and
(b) inform the Commission of any change in the particulars within 14 days after the change takes place.

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

133. Commission’s power to give directions
(1) Where a person became a substantial shareholder without the Commission’s prior approval under section 132(1)(a), whether or not he has applied under section 132(1)(b) for approval to continue to be such shareholder and regardless of whether such approval is granted or not, the Commission may by notice in writing direct the licensed corporation concerned—
(a) not to permit or acquiesce in the involvement of the person in the management of the business of the corporation;
(b) to deem void and of no effect any votes cast by the person and any of his associates (if any) at any meeting of the corporation;
(c) to reconvene any such meeting for voting anew on the business on which the votes were cast; and
(d) to take such other reasonable steps as it may specify in the notice.
(2) Without prejudice to the operation of subsection (1), where the Commission refuses to approve an application to continue to be a substantial shareholder made under section 132(1)(b), it may by notice in writing direct the applicant—
(a) to reduce, within such reasonable time as the Commission may require, the interest in shares by virtue of which he became a substantial shareholder of the licensed corporation concerned to the extent that he is no longer a substantial shareholder of the corporation; and
(b) to take such other reasonable steps as the Commission may specify in the notice.
(3) If a person fails to comply with any direction under subsection (1) or (2), the Commission may, by originating summons or originating motion, make an application to the Court of First Instance in respect of the failure, and the Court may inquire into the case and—
(a) if the Court is 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 the Court is 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 he and, where applicable, that other person had been guilty of contempt of court.
(4) An originating summons under subsection (3) shall be in Form No. 10 in Appendix A to the Rules of the High Court (Cap. 4 sub. leg. A).
(Amended E.R. 2 of 2012)