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

282. Conduct not to constitute market misconduct
(1) Notwithstanding anything in this Part, a person shall not be regarded as having engaged in market misconduct by reason of any market misconduct under this Part if he establishes that the conduct in question is, according to the rules made under subsection (2), not to be regarded as constituting market misconduct.
(2) For the purposes of subsection (1), the Commission, after consultation with the Financial Secretary, may, where it considers it is in the public interest to do so, make rules to prescribe the circumstances in which any conduct that would otherwise constitute market misconduct under this Part shall not be regarded as constituting market misconduct.
(3) Notwithstanding anything in this Part, where—
(a) it is alleged that a person has engaged in market misconduct under section 274, 275 or 278 by reason of any conduct; and
(b) it is so alleged on the basis that the conduct was carried out not in respect of securities or futures contracts traded on a relevant recognized market or by means of authorized automated trading services, but in respect of securities or futures contracts traded on a relevant overseas market,

the person shall not be regarded as having engaged in the market misconduct unless it is proved that in any place in which such relevant overseas market is situated the conduct would have been unlawful had it been carried out there.

283. No further proceedings after Part XIV criminal proceedings
Notwithstanding anything in this Part, no proceedings may be instituted against any person under section 252 in respect of any conduct if—
(a) criminal proceedings have previously been instituted against the person under Part XIV in respect of the same conduct; and
(b) (i) those criminal proceedings remain pending; or
(ii) by reason of the previous institution of those criminal proceedings, no criminal proceedings may again be lawfully instituted against that person under Part XIV in respect of the same conduct.

284. Market misconduct regarded as contravention of provisions of this Part
Where a person is by reference to any conduct identified in a determination made pursuant to section 252(3)(b) as having engaged in market misconduct, the person shall be regarded as having, by reason of the conduct, contravened the provisions of this Part, and any reference in this Ordinance to contravention of a provision of this Ordinance (however expressed) shall have application accordingly.

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

286. Interest in securities (insider dealing offence)
For the purposes of sections 285(2) and 287 to 289 and Division 2, a reference to an interest in securities shall be construed as including an interest of any kind whatsoever in the securities, and for that purpose any restraint or restriction to which the exercise of a right attached to the interest may be subject shall be disregarded. 

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

287. Connected with a corporation (insider dealing offence)
(1) For the purposes of Division 2, a person shall be regarded as connected with a corporation if, being an individual—
(a) he is a director or employee of the corporation or a related corporation of the corporation;
(b) he is a substantial shareholder of the corporation or a related corporation of the corporation;
(c) he occupies a position which may reasonably be expected to give him access to inside information in relation to the corporation by reason of— (Amended 9 of 2012 s. 14)
(i) a professional or business relationship existing between—
(A) himself, or his employer, or a corporation of which he is a director, or a firm of which he is a partner; and
(B) the corporation, a related corporation of the corporation, or an officer or substantial shareholder of either corporation; or
(ii) his being a director, employee or partner of a substantial shareholder of the corporation or a related corporation of the corporation;
(d) he has access to inside information in relation to the corporation and— (Amended 9 of 2012 s. 14)
(i) he has such access by reason of his being in such a position that he would be regarded as connected with another corporation by virtue of paragraph (a), (b) or (c); and
(ii) the inside information relates to a transaction (actual or contemplated) involving both those corporations or involving one of them and the listed securities of the other or their derivatives, or to the fact that the transaction is no longer contemplated; or (Amended 9 of 2012 s. 14)
(e) he was, at any time within the 6 months preceding the relevant contravention in relation to the corporation, a person who would be regarded as connected with the corporation by virtue of paragraph (a), (b), (c) or (d).
(2) For the purposes of Division 2, a corporation shall be regarded as a person connected with another corporation so long as any of its directors or employees is a person who would be regarded as connected with that other corporation by virtue of subsection (1).
(3) In subsection (1), notwithstanding any other provisions of this Ordinance, substantial shareholder (大股東), in relation to a corporation, means a person who has an interest in 5% or more of the total number of shares comprised in the relevant share capital of the corporation. (Amended 28 of 2012 ss. 912 & 920)

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

288. Connected with a corporation—possession of inside information obtained in privileged capacity (insider dealing offence)
(Amended 9 of 2012 s. 14)(1) For the purposes of Division 2, where a public officer or a specified person in that capacity receives inside information in relation to a corporation, he shall be regarded as a person connected with the corporation. (Amended 9 of 2012 s. 14)
(2) In subsection (1), a reference to a specified person means a person who is—
(a) a member of the Executive Council;
(b) a member of the Legislative Council;
(c) a member of a board, commission, committee or other body appointed by or on behalf of the Chief Executive or the Chief Executive in Council under an Ordinance;
(d) an officer or employee of a recognized exchange company, a recognized clearing house or a recognized exchange controller;
(e) an exchange participant;
(f) an officer or employee of an exchange participant;
(g) an officer or employee of a body corporate incorporated by an Ordinance; or
(h) an officer or employee of a body corporate specified by the Financial Secretary under subsection (3),

whether, in the case of paragraph (a), (b), (c), (d), (f), (g) or (h), the person is such a member, officer or employee (as the case may be) on a temporary or permanent basis, and whether he is paid or unpaid.
(3) The Financial Secretary may, by notice published in the Gazette, specify any body corporate for the purposes of subsection (2)(h).

289. Dealing in listed securities or their derivatives (insider dealing offence)
For the purposes of section 285(2) and Division 2, a person shall be regarded as dealing in listed securities or their derivatives if, whether as principal or agent, he sells, purchases, exchanges or subscribes for, or agrees to sell, purchase, exchange or subscribe for, any listed securities or their derivatives or acquires or disposes of, or agrees to acquire or dispose of, the right to sell, purchase, exchange or subscribe for, any listed securities or their derivatives.