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证券内幕交易条例英文版

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证券(内幕交易)条例(英文版)

SECURITIES (INSIDER DEALING) ORDINANCE ARRANGEMENT OF SECTIONSSectionPART I PRELIMINARY1. short title2. Interpretation3. Application4. "Connected with a corporation"5. Possession of relevant information obtained in privileged capacity6. "Dealing in securities"7. "Take-over offer"8. "Relevant information"PART II INSIDER DEALING9. When insider dealing takes place10. Certain persons not to be held insider dealers11. Trustees and personal representatives12. Exercise of right to subscribe for or acquire securities13. Duty of officers of corporation14. Insider dealing not void or voidablePART III INSIDER DEALING TRIBUNAL15. Constitution of Tribunal Inquiries by Tribunal16. Inquiries into insider dealing17. Powers of Tribunal18. Further powers of Tribunal to obtain information19. Incriminating answers20. Offences21. Privileged information Report and orders of Tribunal22. Report of Tribunal following inquiry23. Orders etc. of Tribunal24. Order against officer of corporation25. Limitation on aggregate amount of penalties26. Witnesses' expenses27. Expenses of investigation and inquiry28. Form and proof of order of Tribunal29. Order of Tribunal may be registered in Court30. OffencePART IV APPEALS31. Appeal to Court of Appeal32. Powers of the Court of Appeal on appeal33. Stay of execution on appealPART V MISCELLANEOUS34. Offences by corporation, etc.35. Limitation on commencement of proceedings36. Chief Justice may make rules37--44. (Omitted) Whole document: Ordinance to amend the law relating to insider dealing in securities;and for connected purposes.[1 September 1991] L. N. 269 of 1991 PART I PRELIMINARY1. Short titleThis Ordinance may be cited as the Securities (Insider Dealing) Ordinance.2. Interpretation(1) In this Ordinance, unless the context otherwise requires--"associate", in relation to a person entitled to exercise or control theexercise of voting power in relation to a corporation, means--(a) that person's spouse, reputed spouse, person co-habiting with thatperson as a spouse, that person's brother, sister, parent, step-parent,child (natural or adopted) or step-child;(b) any corporation of which that person is a director;(c) any person who is an employee or partner of that person;(d) if that person is a corporation--(i) any director of that corporation;(ii) any related corporation of that corporation; and(iii) any director or employee of any such related corporation; and(e) if that person has with any other person an agreement or arrangementwith respect to the acquisition, holding or disposal of shares or otherinterests in that corporation or under which they undertake to acttogether in exercising their voting power in relation to it, that otherperson;"book or other document" includes--(a) books of a banker;(b) cheques, orders for the payment of money, bills of exchange, andpromissory notes in the possession or under the control of a banker;(c) securities in the possession or under the control of a banker, whetherby way of pledge or otherwise;(d) any document or record used in the ordinary course of business of abank;(e) any record so used which is kept otherwise than in a legible form andis capable of being reproduced in a legible form; and(f) any accounts or deeds;"Commission" means the Securities and Futures Commission established bythe Securities and Futures Commission Ordinance (Cap. 24);"company" means a company as defined in section 2 (1) of the CompaniesOrdinance (Cap. 32);"controller", in relation to a corporation, means any person--(a) in accordance with whose directions or instructions the directors ofthe corporation or of another corporation of which it is a subsidiary areaccustomed to act; or(b) who, either alone or with any associate, is entitled to exercise, orcontrol the exercise of, more than 33% of the voting power at generalmeetings of the corporation or of another corporation of which it is asubsidiary, and references in this Ordinance to "control" shall beconstrued accordingly; "corporation" means any company or other bodycorporate or an unincorporated body, incorporated or formed either in HongKong or elsewhere;"director" includes--(a) any person occupying the position of director, by whatever namecalled; and(b) any person in accordance with whose directions or instructions thedirectors of the corporation are accustomed to act;"document" includes any register, book, record, tape recording, any formof computer input or output, and any other document or similar material(whether produced mechanically, electrically, or manually, or by any othermeans whatsoever);"High Court" means the High Court of Justice;"holding company" means a corporation which is a holding company withinthe meaning of section 2 of the Companies Ordinance (Cap. 32);"inquiry" means an inquiry instituted under section 16;"insider dealer" means a person who perpetrates any act which is aninsider dealing within the meaning of section 9 and also means a personwho is to be regarded as an insider dealer under section 16 (6);"insider dealing" means an insider dealing within the meaning of section9;"listed securities" means securities that are listed on the UnifiedExchange at the time of any insider dealing in relation to thosesecurities;"officer" in relation to a corporation includes a director, manager orsecretary, and in relation to an unincorporated body includes every memberof the governing body thereof; "related corporation", in relation to acorporation, means--(a) any corporation that is that corporation's subsidiary or holdingcompany or a subsidiary of that corporation's holding company;(b) any corporation a controller of which is also a controller of thatcorporation; "relevant share capital" means a corporation's issued sharecapital of a class carrying rights to vote at general meetings of thecorporation;"securities" means any shares, stocks, debentures, loan stocks, funds,bonds, or notes of, or issued by, any body, whether incorporated orunincorporated, or of any government or local government authority, andincludes--(a) rights, options, or interests (whether described as units orotherwise) in or in respect of any of the foregoing;(b) certificates of interest or participation in, or temporary or interimcertificates for, receipts for, or warrants to subscribe to or purchase,any of the foregoing; or(c) any instruments commonly known as securities;"subsidiary" means any corporation which is a subsidiary within themeaning of section 2 of the Companies Ordinance (Cap. 32);"Tribunal" has the meaning given to it in section 15;"Unified Exchange" means the stock market established under section 27 ofthe Stock Exchanges Unification Ordinance (Cap. 361).(2) For the purpose of the definition of "controller", where a person isentitled to exercise or control the exercise of 33% or more of the votingpower at general meetings of a corporation and that corporation isentitled to exercise or control the exercise of any of the voting power atgeneral meetings of another corporation ("the effective voting power")then the effective voting power at general meetings of that othercorporation is taken as exercisable by that person.(3) A person shall not be deemed to be a person in accordance with whosedirections or instructions the directors of a corporation are accustomedto act by reason only that the directors of the corporation act on advicegiven by him in a professional capacity.(4) In this Ordinance securities are deemed to be listed on the UnifiedExchange notwithstanding that dealings in such securities have beensuspended.(5) In this Ordinance a reference to an interest in securities is to beread as including an interest of any kind whatsoever in the securities;and accordingly there are to be disregarded any restraints or restrictionsto which the exercise of any right attached to the interest may besubject.3. ApplicationThis Ordinance shall not have effect with respect to an insider dealing inrelation to the listed securities of a corporation which has taken placebefore the commencement of this Ordinance.4. "Connected with a corporation"(1) A person is connected with a corporation for the purposes of section 9if, being an individual--(a) he is a director or employee of that corporation or a relatedcorporation; or(b) he is a substantial shareholder in the corporation or a relatedcorporation; or(c) he occupies a position which may reasonably be expected to give himaccess to relevant information concerning the corporation by virtue of--(i) any professional or business relationship existing between himself (orhis employer or a corporation of which he is a director or a firm of whichhe is a partner) and that corporation, a related corporation or an officeror substantial shareholder in either of such corporations; or(ii) his being a director, employee or partner of a substantialshareholder in the corporation or a related corporation; or(d) he has access to relevant information in relation to the corporationby virtue of his being connected (within the meaning of paragraph (a), (b)or (c)) with another corporation, being information which relates to anytransaction (actual or contemplated) involving both those corporations orinvolving one of them and the listed securities of the other or to thefact that such transaction is no longer contemplated; or(e) he was at any time within the 6 months preceding any dealing inrelation to listed securities within the meaning of section 9 a personconnected with the corporation within the meaning of paragraph (a), (b),(c) or (d).(2) A corporation is a person connected with a corporation for thepurposes of section 9 so long as any of its directors or employees is aperson connected with that other corporation within the meaning ofsubsection (1).(3) In subsection (1), "substantial shareholder" in relation to acorporation means a person who has an interest in the relevant sharecapital of that corporation which has a nominal value equal to or morethan 10% of the nominal value of the relevant share capital of thatcorporation.5. Possession of relevant information obtained in privileged capacity(1) A public officer or a member or employee (whether such member oremployee is temporary or permanent, paid or unpaid) of any body referredto in subsection (2), who in his capacity as such receives relevantinformation concerning a corporation shall be deemed to be a personconnected with that corporation for the purposes of section 9.(2) The bodies referred to in subsection (1) are--(a) the Executive Council;(b) the Legislative Council;(c) the Futures Exchange Company, Stock Exchange Company or any clearinghouse;(d) any board, commission, committee or other body appointed by or onbehalf of the Governor or the Governor in Council under any Ordinance;(e) any body corporate established or incorporated by Ordinance; and(f) any body corporate specified by the Financial Secretary by noticepublished in the Gazette.(3) In this section--"clearing house" means a clearing house within the meaning of section 2(1) of the Commodities Trading Ordinance (Cap. 250) or authorized underany other Ordinance to carry on business as a clearing house in respect ofsecurities;"Futures Exchange Company" means the Exchange Company within the meaningof section 2 (1) of the Commodities Trading Ordinance (Cap. 250);"Stock Exchange Company" means the Exchange Company within the meaning ofsection 2 (1) of the Stock Exchanges Unification Ordinance (Cap. 361).(4) In the case of a body referred to in subsection (2) which has nomembers the reference in subsection (1) to a member shall be construed asa reference to a member of the governing body thereof.6. "Dealing in securities"For the purposes of this Ordinance, a person deals in securities if(whether as principal or agent) he buys, sells, exchanges or subscribesfor, or agrees to buy, sell, exchange or subscribe for, any securities oracquires or disposes of, or agrees to acquire or dispose of, the right tobuy, sell, exchange or subscribe for, any securities.7. "Take-over offer"In this Ordinance, "take-over offer for a corporation" means an offer madeto all the holders (or all the holders other than the person making theoffer and his nominees) of the shares in the corporation to acquire thoseshares or a specified proportion of them, or to all the holders (or allthe holders other than the person making the offer and his nominees) of aparticular class of those shares to acquire the shares of that class or aspecified proportion of them.8. "Relevant information"In this Ordinance "relevant information" in relation to a corporationmeans specific information about that corporation which is not generallyknown to those persons who are accustomed or would be likely to deal inthe listed securities of that corporation but which would if it weregenerally known to them be likely materially to affect the price of thosesecurities. PART II INSIDER DEALING9. When insider dealing takes place(1) Insider dealing in relation to the listed securities of a corporationtakes place--(a) when a person connected with a corporation who is in possession ofinformation which he knows is relevant information in relation to thatcorporation deals in any listed securities of that corporation (or in thelisted securities of a related corporation) or counsels or procuresanother person to deal in such listed securities knowing or havingreasonable cause to believe that such person would deal in them;(b) when a person who is contemplating or has contemplated making (whetherwith or without another person) a take-over offer for a corporation andwho knows that the information that the offer is contemplated or is nolonger contemplated is relevant information in relation to thatcorporation, deals in the listed securities of that corporation (or in thelisted securities of a related corporation) or counsels or procuresanother person to deal in those listed securities, otherwise than for thepurpose of such take-over;(c) when relevant information in relation to a corporation is discloseddirectly or indirectly, by a person connected with that corporation, toanother person and the first-mentioned person knows that the informationis relevant information in relation to the corporation and knows or hasreasonable cause for believing that the other person will make use of theinformation for the purpose of dealing, or counselling or procuringanother to deal, in the listed securities of that corporation (or in thelisted securities of a related corporation);(d) when a person who is contemplating or has contemplated making (whetherwith or without another person) a take-over offer for a corporation andwho knows that the information that the offer is contemplated or is nolonger contemplated is relevant information in relation to thatcorporation, discloses that information, directly or indirectly, toanother person and the first-mentioned person knows or has reasonablecause for believing that the other person will make use of the informationfor the purpose in dealing, or in counselling or procuring another todeal, in the listed securities of that corporation (or in the listedsecurities of a related corporation);(e) when a person who has information which he knows is relevantinformation in relation to a corporation which he received (directly orindirectly) from a person--(i) whom he knows is connected with that corporation; and(ii) whom he knows or has reasonable cause to believe held thatinformation by virtue of being so connected,deals in the listed securities of that corporation (or in the listedsecurities of a related corporation) or counsels or procures anotherperson to deal in those listed securities;(f) when a person who has received (directly or indirectly) from a personwhom he knows or has reasonable cause to believe is contemplating or is nolonger contemplating a take-over offer for a corporation, information tothat effect and knows that such information is relevant information inrelation to that corporation, deals in the listed securities of thatcorporation (or in the listed securities of a related corporation) orcounsels or procures another person to deal in those listed securities.(2) An insider dealing in relation to the listed securities of acorporation also takes place when a person who is knowingly in possessionof relevant information in relation to that corporation in any of thecircumstances described in subsection (1) --(a) counsels or procures any other person to deal in the listed securitiesof that corporation (or in the listed securities of a related corporation)in the knowledge or with reasonable cause to believe that, that personwould deal in those listed securities outside Hong Kong on any stockexchange other than the Unified Exchange; or(b) discloses that relevant information to any other person in theknowledge or with reasonable cause to believe that, that or some otherperson will make use of that information for the purpose of dealing, or ofcounselling or procuring any other person to deal, in the listedsecurities of that corporation (or in the listed securities of a relatedcorporation) outside Hong Kong on any stock exchange other than theUnified Exchange.10. Certain persons not to be held insider dealers(1) A person who enters into a transaction which is an insider dealingshall not be held to be an insider dealer if he establishes that heentered into the transaction--(a) for the sole purpose of the acquisition of qualification sharesrequired by him as a director or intending director of any corporation;(b) in the bona fide performance of an underwriting agreement with respectto the securities to which the transaction relates; or(c) in the bona fide exercise of his functions as a liquidator, receiveror trustee in bankruptcy.(2) A corporation which enters into a transaction which is an insiderdealing shall not be held to be an insider dealer if, although relevantinformation concerning the corporation whose securities are the subject ofthe insider dealing is in the possession of a director or employee of thefirst corporation it establishes that--(a) the decision to enter into the transaction was taken on its behalf bya person other than that director or employee; and(b) arrangements were then in existence for securing that the informationwas not communicated to that person and that no advice with respect to thetransaction was given to him by a person in possession of the information;and(c) the information was not in fact so communicated and advice was not infact so given.(3) A person who enters into a transaction which is an insider dealingshall not be held to be an insider dealer if he establishes that heentered into the transaction otherwise than with a view to the making of aprofit or the avoiding of a loss (whether for himself or another) by theuse of relevant information.(4) A person who, as agent for another, enters into a transaction which isan insider dealing shall not be held to be an insider dealer if heestablishes that he entered into the transaction as agent for anotherperson and he did not select or advise on the selection of the securitiesto which the transaction relates.(5) A person who enters into a transaction which is an insider dealingshall not be held to be an insider dealer if he establishes--(a) that the other party to the transaction knew, or ought reasonably tohave known, of the relevant information in question before entering intothe transaction; and(b) that the transaction was neither recorded on the Unified Exchange norrequired to be notified to the Unified Exchange under its rules.(6) A person who enters into a transaction which is an insider dealing inrespect of the listed securities of a corporation shall not be held to bean insider dealer, other than as a person who has counselled or procuredanother person to deal in listed securities, if he establishes that theother party to the transaction knew or ought reasonably to have known thathe was a person connected with that corporation.(7) A person who enters into a transaction which is an insider dealingshall not be held to be an insider dealer if he establishes that thetransaction is a market contract within the meaning of section 2 of theSecurities (Clearing Houses) Ordinance (Cap. 420). (Added 68 of 1992 s.20)11. Trustees and personal representativesA trustee or personal representative who enters into a transaction whichis an insider dealing shall not be held to be an insider dealer if heestablishes that he acted on advice obtained bona fide from a person who--(a) appeared to him to be an appropriate person from whom to seek suchadvice; and(b) did not appear to him to be a person who would be held to be aninsider dealer if he had entered into such transaction.12. Exercise of right to subscribe for or acquire securitiesA person who exercises a right to subscribe for or otherwise acquiresecurities of a corporation shall not be held to be an insider dealer ifhe establishes that the right was granted to him or was derived fromsecurities that were held by him before he became aware of any relevantinformation concerning the corporation.13. Duty of officers of corporationIt shall be the duty of every officer of a corporation to take all suchmeasures as may from time to time be reasonable in all the circumstancesfor the purpose of ensuring that proper safeguards exist to prevent thecorporation from perpetrating any act which would cause it to beidentified by the Tribunal as an insider dealer. (Amended 69 of 1991 s.2)14. Insider dealing not void or voidableNo transaction shall be void or voidable by reason only that it is aninsider dealing. PART III INSIDER DEALING TRIBUNAL15. Constitution of Tribunal(1) There shall continue to be a Tribunal to be known as the InsiderDealing Tribunal ("the Tribunal") which shall, in accordance with section22 (1), conduct any inquiry instituted under section 16.(2) The Tribunal shall consist of a chairman and 2 other members all ofwhom shall be appointed by the Governor.(3) The chairman of the Tribunal shall be a judge and the other 2 membersshall not be public officers.(4) A member of the Tribunal other than the chairman may be paid, as a feefor his services, such amount as the Financial Secretary thinks fit, andthat amount shall be charged on the general revenue.(5) The Schedule shall have effect in relation to the appointment ofmembers and temporary members of the Tribunal, procedural and othermatters concerning an inquiry and the Tribunal and its quiries by Tribunal16. Inquiries into insider dealing(1) If it appears to the Financial Secretary, whether followingrepresentations by the Commission or otherwise, that insider dealing inrelation to the listed securities of a corporation has taken place or mayhave taken place, he may in accordance with this section require theTribunal to inquire into the matter.(2) An inquiry shall be instituted by the Financial Secretary by notice inwriting to the chairman of the Tribunal containing such particulars as aresufficient to define the terms of reference of the inquiry.(3) The object of an inquiry shall be to determine, within the terms ofreference of the inquiry as defined under subsection (2) --(a) whether insider dealing in relation to the listed securities of acorporation has taken place;(b) the identity of every insider dealer; and(c) the amount of any profit gained or loss avoided as a result of theinsider dealing.(4) Where the Tribunal identifies a corporation as an insider dealer undersubsection (3) (b) the Tribunal may also identify any officer of thatcorporation to whose breach of the duty imposed on him by section 13 theinsider dealing in question is directly or indirectly attributable.(5) The Tribunal shall not identify any person as an insider dealer or asa person to whose breach of the duty imposed on him by section 13 theinsider dealing by a corporation may be directly or indirectlyattributable without first giving such person an opportunity of beingheard.(6) Where the Tribunal identifies a corporation as an insider dealer undersubsection (3) (b), if the insider dealing took place with the knowledge,consent or connivance of any officer of the corporation then such officeras well as the corporation shall be regarded as having been so identified.17. Powers of TribunalThe Tribunal may, for the purpose of an inquiry under this Ordinance--(a) receive and consider any material whether by way of oral evidence,written statements, documents or otherwise, notwithstanding that suchmaterial would not be admissible in evidence in civil or criminalproceedings in a court of law;(b) by notice in writing signed by the chairman require any person toattend before it at any sitting and to give evidence and produce anyarticle, book or other document in his possession or under his controlrelating to the subject matter of the inquiry;(c) administer oaths and affirmations;(d) examine on oath, affirmation or otherwise any person attending beforeit and may require such person to answer all questions put by or with theconsent of the Tribunal;(e) make an order prohibiting any person from disclosing any materialreceived by the Tribunal;(f) make an order prohibiting the publication or disclosure of anymaterial received by the Tribunal at any sitting or part thereof held inprivate;(g) determine the manner in which any material mentioned in paragraph (a)shall be received;(h) subject to any rules made by the Chief Justice under section 36,determine the procedure to be followed at an inquiry;(i) exercise such other powers as may be necessary or ancillary to thecarrying out of its functions under this Ordinance.18. Further powers of Tribunal to obtain information(1) Where it appears to the Tribunal that it would assist the conduct ofan inquiry to do so, the Tribunal may in writing authorize the Commissionto exercise all or any of the powers set out in subsection (2) and toprovide to the Tribunal the information so obtained which is relevant tothe inquiry.(2) The powers referred to in subsection (1) are--(a) to inspect any book or other document of any person where the Tribunalhas reasonable grounds to believe or suspect that such book or otherdocument may contain information relevant to the inquiry;(b) to make copies of and take extracts from any book or other documentreferred to in paragraph (a) and, subject to subsection (3), to takepossession of such book or other document for such period (not exceeding 2days) as may be necessary for the purpose of doing so;(c) to require any person to give within a specified time, any explanationor particulars concerning any book or other document referred to inparagraph (a); (d) in writing to require any person to give within aspecified time, information as to whether or not there is at any premisesany book or other document which may contain information relevant to theinquiry, and particulars as to such premises or book or other document;(e) to require that any information or particulars furnished pursuant tothis section be verified by statutory declaration and to take any suchdeclaration.(3) Where the Commission takes possession of any book or other documentunder subsection (2) (b) it shall, subject to such reasonable conditionsas to security or otherwise as it may impose, permit a person who would beentitled to inspect it if it were not in the possession of the Commissionto inspect it, and to make copies and take extracts, at all reasonabletimes.(4) A person shall produce every book or other document in his custody orunder his control, the inspection whereof is sought by the Commissionunder this section.(5) Any person who is required under this section to disclose anyinformation or give any explanation or particulars shall comply with thatrequirement so far as it lies within his power to do so and shall, ifrequested, verify the information, particulars or explanation by statutorydeclaration.(6) A person who--(a) without reasonable excuse contravenes subsection (4) or (5);(b) without reasonable excuse, in purported compliance with subsection (4)or (5), makes any statement which he knows to be false or misleading, orrecklessly makes any statement which is false or misleading, in eithercase in a material particular;(c) obstructs the Commission in the exercise of its powers under thissection; or(d) destroys, falsifies, conceals or otherwise disposes of, or causes orpermits the destruction, falsification, concealment or disposal of, anybook or other document which is relevant to an inquiry, commits an offenceand is liable on conviction to a fine of $100,000 and to imprisonment for6 months.(7) It shall be a defence to a charge under subsection (6) (d) if theperson charged proves that he had no intention of concealing from theTribunal or the Commission facts capable of being disclosed by the book orother document.19. Incriminating answersA person shall be obliged to answer questions put to him at an inquiry,but if the answers might tend to incriminate him, and he so claims beforeanswering the question, neither the question nor the answer shall beadmissible in evidence against him in criminal proceedings other thanproceedings for an offence under section 20 or under section 36 of theCrimes Ordinance (Cap. 200), or for perjury in respect of the answer butshall be admissible for all the purposes of this Ordinance; the chairmanof the Tribunal shall explain to every person giving evidence before theTribunal the limitation imposed by this section in respect of theadmissibility in evidence of any question and any answer given by him.20. Offences(1) Any person who, without reasonable excuse--(a) refuses or fails--(i) to attend and give evidence at an inquiry when required to do so bythe Tribunal under this Ordinance;(ii) to take an oath or make an affirmation at an inquiry on beingrequired to do so by the Tribunal;(iii) to answer truthfully and fully questions put to him at an inquiryby, or with the consent of, a member of the Tribunal;(iv) to produce any article or book or other document in his possession orunder his control, which he is required by the Tribunal to produce at aninquiry;(v) to comply with any lawful order of the Tribunal;(b) wilfully disrupts the proceedings at an inquiry or otherwisemisbehaves during any sitting of the Tribunal;(c) having been required to attend before the Tribunal at an inquiry,leaves the place where the inquiry is being held without the permission ofthe Tribunal, commits an offence and is liable to a fine of $100,000 andto imprisonment for 6 months.(2) Any person who--(a) wilfully hinders or deters any person from attending, giving evidenceor producing any article or book or other document;(b) threatens, insults or causes any loss to be suffered by any person whohas attended before the Tribunal, on account of such attendance;(c) threatens, insults or causes a loss to be suffered by any member ofthe Tribunal at any time on account of the performance of his duties as amember;(d) publishes or otherwise discloses any material which the Tribunal hadprohibited him from publishing or disclosing;(e) publishes or otherwise discloses any material received by the Tribunalat any sitting or part thereof held in private, in contravention of anorder made under section 17 (f), commits an offence and is liable onconviction upon indictment to a fine of $200,000 and to imprisonment for 1year.(3) It shall be a defence to a charge under subsection (2) (e) for theperson charged to prove that he did not know and had no reason for knowingthat the Tribunal had made an order prohibiting the publication ordisclosure of such material.21. Privileged information(1) Nothing in this Ordinance requires--(a) the disclosure by an authorized institution acting as the banker orfinancial adviser of a person whose conduct is the subject of an inquiry,of information as to the affairs of any of its customers other than thatperson;(b) the disclosure by any person of any information (except if he is alegal practitioner, the name and address of a client) or the production byany person of a book or other document which he would in an action in theHigh Court be entitled to refuse to disclose or produce on grounds oflegal professional privilege, or authorize the taking of possession of anysuch book or other document which is in the person's possession.(2) Nothing in this Ordinance shall be construed as affecting section 4 ofthe Inland Revenue Ordinance (Cap. 112).(3) In this section "authorized institution" means an authorizedinstitution within the meaning of the Banking Ordinance (Cap. 155).Report and orders of Tribunal22. Report of Tribunal following inquiry(1) Where an inquiry is instituted under section 16 the Tribunal shallconduct the inquiry in accordance with this Ordinance, and shall prepareand issue a written report thereon.(2) A report prepared and issued by the Tribunal under this section shallcontain the reasons for its determinations under section 16 (3) and (4)and the reasons for any order made under section 23, 24 (1) or 27.(3) The Tribunal shall issue its report in the following manner--(a) by first furnishing a copy to the Financial Secretary; and(b) thereafter, except where any sitting of the Tribunal or any partthereof has been held in private, by--(i) causing the report to be published in such manner that copies thereofare available to the public;(ii) furnishing a copy, so far as is reasonably practicable, to any personwhose conduct was directly in question in the inquiry;(iii) furnishing a copy to the Commission; and(iv) where a person identified in the report as an insider dealer or as anofficer of a corporation to whose breach of the duty imposed on him bysection 13 the insider dealing is directly or indirectly attributable, isa member of a professional body, furnishing a copy to that professionalbody.(4) Where any sitting of the Tribunal or any part thereof has been held inprivate, the Financial Secretary may, if he is of the opinion that it isin the public interest to do so, cause the whole or any part of suchreport to be made available to the public in such manner as he may direct.(5) No person shall be liable to any civil or criminal proceeding byreason of the publication by him of a true and accurate account or a fairand accurate summary of any report of the Tribunal published undersubsection (3) (b) or subsection (4).23. Orders etc. of Tribunal(1) At the conclusion of an inquiry, where a person has been identified ina written report prepared under section 22 (1) as an insider dealer, theTribunal may in respect of such person make any or all of the followingorders--(a) an order that that person shall not, without the leave of the HighCourt, be a director or a liquidator or a receiver or manager of theproperty of a listed company or any other specified company or in any way,whether directly or indirectly, be concerned or take part in themanagement of a listed company or any other specified company for suchperiod (not exceeding 5 years) as may be specified in the order;(b) an order that that person pay to the Government an amount notexceeding the amount of any profit gained or loss avoided by that personas a result of the insider dealing;(c) an order imposing on that person a penalty of an amount not exceedingthree times the amount of any profit gained or loss avoided by any personas a result of the insider dealing.(2) The Tribunal shall not make an order in respect of any person undersubsection (1) without first giving the person, and, in the case of aperson that is a corporation, an officer concerned in the management ofthe corporation, an opportunity of being heard.(3) In subsection (1) (a)"listed company" means a company in the case of which securities arelisted on the United Exchange.(4) For the purposes of subsection (1) (a) a company may be specified byname or by reference to a relationship with any other company.(5) Every order made in respect of any person under subsection (1) orunder section 24 (1) shall be notified by the Tribunal in writing to thatperson and shall take effect from the date on which it is notified to him,or such later date as is specified in the notice, notwithstanding that anappeal against the decision may be made under section 31 or that the timelimited for the making of such an appeal has not expired.24. Order against officer of corporation(1) Where a corporation has been identified in a written report made undersection 22 (1) as an insider dealer and the insider dealing is directly orindirectly attributable to a breach by any officer of the corporation ofhis duty under section 13, then, although such officer has not beenidentified as an insider dealer in a report made under section 22 or anorder made under section 23, he may, if the Tribunal thinks itappropriate, have any such order as is mentioned in section 23 (1) (a) or(c) in respect of an insider dealer made against him.(2) The Tribunal shall not make an order in respect of an officer of acorporation under subsection (1) without first giving such officer anopportunity of being heard. (Amended 69 of 1991 s. 3)25. Limitation on aggregate amount of penaltiesWhere a penalty is imposed on more than one person under section 23 (1)(c) or under section 24 (1), or under both sections 23 (1) (c) and 24 (1)the aggregate amount of the penalties imposed shall not exceed three timesthe profit gained or loss avoided by all persons as a result of theinsider dealing.26. Witnesses' expenses(1) Every witness giving evidence or attending to give evidence at aninquiry shall be entitled in the discretion of the Tribunal to such sumfor his expenses and loss of time as the Tribunal may determine.(2) All such witnesses' expenses shall be paid out of moneys appropriatedfor that purpose by the Legislative Council.27. Expenses of investigation and inquiryAt the conclusion of an inquiry, the Tribunal may order any person who hasbeen identified as an insider dealer to pay to the Government such sums asit thinks fit in respect of the expenses of and incidental to the inquiryand any investigation of his conduct or affairs made for the purposes ofthe inquiry.28. Form and proof of order of Tribunal(1) Every order made by the Tribunal shall be reduced to writing andsigned by the chairman of the Tribunal when the order is made.(2) Every document purporting to be an order of the Tribunal and to besigned by the chairman shall, in the absence of proof to the contrary, betaken to be an order of the Tribunal duly made, without proof of itsmaking, or proof of signature, or proof that the person signing the orderwas in fact the chairman.29. Order of Tribunal may be registered in CourtAn order of the Tribunal may be registered by the Tribunal, in such manneras may be prescribed, in the High Court and shall, on such registration,become for all purposes an order of the High Court made within thejurisdiction of the High Court.30. OffenceAny person who contravenes an order made under section 23 (1) (a) commitsan offence and is liable--(a) on conviction on indictment to a fine of $1,000,000 and toimprisonment for 2 years;(b) on summary conviction to a fine of $100,000 and to imprisonment for 6months. PART IV APPEALS31. Appeal to Court of Appeal(1) Any person named in a report of the Tribunal who is dissatisfied withany finding or determination of the Tribunal may appeal against suchfinding or determination--(a) on a point of law; or(b) with the leave of the Court of Appeal, on a question of fact, to theCourt of Appeal.(2) Any person against whom an order under section 23, 24 or 27 has beenmade may appeal against such order to the Court of Appeal.32. Powers of the Court of Appeal on appeal(1) In the case of an appeal under section 31 (1), the Court of Appealmay--(a) allow the appeal;(b) dismiss the appeal; or(c) remit the matter to the Tribunal with such directions as it thinksfit, which may include a direction to the Tribunal to conduct the inquiryafresh for the purpose of determining any question specified by the Courtof Appeal.(2) In the case of an appeal under section 31 (2) the Court of Appeal may-(a) quash the order appealed against; or(b) in place of such order substitute such other order as it thinksappropriate (whether more or less onerous) being an order that theTribunal had power to make against the appellant.(3) In the case of any appeal under section 31 the Court of Appeal maymake such order as to costs as it thinks appropriate.33. Stay of execution on appealNeither the lodging of an appeal nor the filing of an application forleave to appeal under section 31 shall operate as a stay of execution ofan order of the Tribunal unless the Court of Appeal otherwise orders andany stay of execution may be subject to such conditions as to costs,payment of money into the Tribunal or otherwise as the Court of Appeal maythink fit. PART V MISCELLANEOUS34. Offences by corporation, etc.(1) Where an offence under this Ordinance committed by a corporation isproved to have been committed with the consent or connivance of, or to beattributable to any neglect on the part of, any officer of thecorporation, or any person who was purporting to act as an officer of thecorporation, he, as well as the corporation, shall be guilty of theoffence and shall be liable to be proceeded against and punishedaccordingly.(2) Where an offence committed by a partner in a partnership is proved tohave been committed with the consent or connivance of, or to beattributable to any neglect on the part of, any other partner of thepartnership, that other partner shall be guilty of the offence and liableto be proceeded against and punished accordingly.35. Limitation on commencement of proceedingsAn information or complaint relating to an offence under this Ordinanceshall be laid within 2 years from the commission of the offence.36. Chief Justice may make rulesThe Chief justice may make rules--(a) regulating the procedure for--(i) applying for leave to appeal, and the hearing of such applications,under section 31;(ii) the hearing of appeals made under section 31;(iii) the registration of orders of the Tribunal in the High Court;(b) providing for matters of procedure relating to an inquiry which arenot provided for in this Ordinance;(c) prescribing anything which is to be or may be prescribed;(d) prescribing the fees applicable to an inquiry.37--44. (Omitted) SCHEDULE [ss. 15 & 23]