SECURITIES (INSIDER DEALING) ORDINANCE

SECURITIES (INSIDER DEALING) ORDINANCE (CHAPTER 395) ARRANGEMENT OF SECTIONS Section PART I PRELIMINARY 1. short title 2. Interpretation 3. Application 4. "Connected with a corporation" 5. Possession of relevant information obtained in privileged capacity 6. "Dealing in securities" 7. "Take-over offer" 8. "Relevant information" PART II INSIDER DEALING 9. When insider dealing takes place 10. Certain persons not to be held insider dealers 11. Trustees and personal representatives 12. Exercise of right to subscribe for or acquire securities 13. Duty of officers of corporation 14. Insider dealing not void or voidable PART III INSIDER DEALING TRIBUNAL 15. Constitution of Tribunal Inquiries by Tribunal 16. Inquiries into insider dealing 17. Powers of Tribunal 18. Further powers of Tribunal to obtain information 19. Incriminating answers 20. Offences 21. Privileged information Report and orders of Tribunal 22. Report of Tribunal following inquiry 23. Orders etc. of Tribunal 24. Order against officer of corporation 25. Limitation on aggregate amount of penalties 26. Witnesses' expenses 27. Expenses of investigation and inquiry 28. Form and proof of order of Tribunal 29. Order of Tribunal may be registered in Court 30. Offence PART IV APPEALS 31. Appeal to Court of Appeal 32. Powers of the Court of Appeal on appeal 33. Stay of execution on appeal PART V MISCELLANEOUS 34. Offences by corporation, etc.

35. Limitation on commencement of proceedings 36. Chief Justice may make rules 37-44. (Omitted) Whole document: Schedule.

An 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 PRELIMINARY 1. Short title This 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 the exercise of voting power in relation to a corporation, means- (a) that person's spouse, reputed spouse, person co-habiting with that person 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 arrangement with respect to the acquisition, holding or disposal of shares or other interests in that corporation or under which they undertake to act together in exercising their voting power in relation to it, that other person; "book or other document" includes- (a) books of a banker; (b) cheques, orders for the payment of money, bills of exchange, and promissory notes in the possession or under the control of a banker; (c) securities in the possession or under the control of a banker, whether by way of pledge or otherwise; (d) any document or record used in the ordinary course of business of a bank; (e) any record so used which is kept otherwise than in a legible form and is capable of being reproduced in a legible form; and (f) any accounts or deeds; "Commission" means the Securities and Futures Commission established by the Securities and Futures Commission Ordinance (Cap. 24); "company" means a company as defined in section 2 (1) of the Companies Ordinance (Cap. 32); "controller", in relation to a corporation, means any person- (a) in accordance with whose directions or instructions the directors of the corporation or of another corporation of which it is a subsidiary are accustomed to act; or (b) who, either alone or with any associate, is entitled to exercise, or control the exercise of, more than 33% of the voting power at general meetings of the corporation or of another corporation of which it is a subsidiary, and references in this Ordinance to "control" shall be construed accordingly; "corporation" means any company or other body corporate or an unincorporated body, incorporated or formed either in Hong Kong or elsewhere; "director" includes- (a) any person occupying the position of director, by whatever name called; and (b) any person in accordance with whose directions or instructions the directors of the corporation are accustomed to act; "document" includes any register, book, record, tape recording, any form of computer input or output, and any other document or similar material (whether produced mechanically, electrically, or manually, or by any other means whatsoever); "High Court" means the High Court of Justice; "holding company" means a corporation which is a holding company within the 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 an insider dealing within the meaning of section 9 and also means a person who is to be regarded as an insider dealer under section 16 (6); "insider dealing" means an insider dealing within the meaning of section 9; "listed securities" means securities that are listed on the Unified Exchange at the time of any insider dealing in relation to those securities; "officer" in relation to a corporation includes a director, manager or secretary, and in relation to an unincorporated body includes every member of the governing body thereof; "related corporation", in relation to a corporation, means- (a) any corporation that is that corporation's subsidiary or holding company or a subsidiary of that corporation's holding company; (b) any corporation a controller of which is also a controller of that corporation; "relevant share capital" means a corporation's issued share capital of a class carrying rights to vote at general meetings of the corporation; "securities" means any shares, stocks, debentures, loan stocks, funds, bonds, or notes of, or issued by, any body, whether incorporated or unincorporated, or of any government or local government authority, and includes- (a) rights, options, or interests (whether described as units or otherwise) in or in respect of any of the foregoing; (b) certificates of interest or participation in, or temporary or interim certificates 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 the meaning 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 of the Stock Exchanges Unification Ordinance (Cap. 361).

(2) For the purpose of the definition of "controller", where a person is entitled to exercise or control the exercise of 33% or more of the voting power at general meetings of a corporation and that corporation is entitled to exercise or control the exercise of any of the voting power at general meetings of another corporation ("the effective voting power") then the effective voting power at general meetings of that other corporation is taken as exercisable by that person.

(3) A person shall not be deemed to be a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act by reason only that the directors of the corporation act on advice given by him in a professional capacity.

(4) In this Ordinance securities are deemed to be listed on the Unified Exchange notwithstanding that dealings in such securities have been suspended.

(5) In this Ordinance a reference to an interest in securities is to be read as including an interest of any kind whatsoever in the securities; and accordingly there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest may be subject.

3. Application This Ordinance shall not have effect with respect to an insider dealing in relation to the listed securities of a corporation which has taken place before the commencement of this Ordinance.

4. "Connected with a corporation" (1) A person is connected with a corporation for the purposes of section 9 if, being an individual- (a) he is a director or employee of that corporation or a related corporation; or (b) he is a substantial shareholder in the corporation or a related corporation; or (c) he occupies a position which may reasonably be expected to give him access to relevant information concerning the corporation by virtue of- (i) any professional or business relationship existing between himself (or his employer or a corporation of which he is a director or a firm of which he is a partner) and that corporation, a related corporation or an officer or substantial shareholder in either of such corporations; or (ii) his being a director, employee or partner of a substantial shareholder in the corporation or a related corporation; or (d) he has access to relevant information in relation to the corporation by virtue of his being connected (within the meaning of paragraph (a), (b) or (c)) with another corporation, being information which relates to any transaction (actual or contemplated) involving both those corporations or involving one of them and the listed securities of the other or to the fact that such transaction is no longer contemplated; or (e) he was at any time within the 6 months preceding any dealing in relation to listed securities within the meaning of section 9 a person connected with the corporation within the meaning of paragraph (a), (b), (c) or (d).

(2) A corporation is a person connected with a corporation for the purposes of section 9 so long as any of its directors or employees is a person connected with that other corporation within the meaning of subsection (1).

(3) In subsection (1), "substantial shareholder" in relation to a corporation means a person who has an interest in the relevant share capital of that corporation which has a nominal value equal to or more than 10% of the nominal value of the relevant share capital of that corporation.

5. Possession of relevant information obtained in privileged capacity (1) A public officer or a member or employee (whether such member or employee is temporary or permanent, paid or unpaid) of any body referred to in subsection (2), who in his capacity as such receives relevant information concerning a corporation shall be deemed to be a person connected 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 clearing house; (d) any board, commission, committee or other body appointed by or on behalf 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 notice published 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 under any other Ordinance to carry on business as a clearing house in respect of securities; "Futures Exchange Company" means the Exchange Company within the meaning of section 2 (1) of the Commodities Trading Ordinance (Cap. 250); "Stock Exchange Company" means the Exchange Company within the meaning of section 2 (1) of the Stock Exchanges Unification Ordinance (Cap. 361).

(4) In the case of a body referred to in subsection (2) which has no members the reference in subsection (1) to a member shall be construed as a 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 subscribes for, or agrees to buy, sell, exchange or subscribe for, any securities or acquires or disposes of, or agrees to acquire or dispose of, the right to buy, sell, exchange or subscribe for, any securities.

7. "Take-over offer" In this Ordinance, "take-over offer for a corporation" means an offer made to all the holders (or all the holders other than the person making the offer and his nominees) of the shares in the corporation to acquire those shares or a specified proportion of them, or to all the holders (or all the holders other than the person making the offer and his nominees) of a particular class of those shares to acquire the shares of that class or a specified proportion of them.

8. "Relevant information" In this Ordinance "relevant information" in relation to a corporation means specific information about that corporation which is not generally known to those persons who are accustomed or would be likely to deal in the listed securities of that corporation but which would if it were generally known to them be likely materially to affect the price of those securities.

PART II INSIDER DEALING 9. When insider dealing takes place (1) Insider dealing in relation to the listed securities of a corporation takes place- (a) when a person connected with a corporation who is in possession of information which he knows is relevant information in relation to that corporation deals in any listed securities of that corporation (or in the listed securities of a related corporation) or counsels or procures another person to deal in such listed securities knowing or having reasonable cause to believe that such person would deal in them; (b) when a person who is contemplating or has contemplated making (whether with or without another person) a take-over offer for a corporation and who knows that the information that the offer is contemplated or is no longer contemplated is relevant information in relation to that corporation, deals in the listed securities of that corporation (or in the listed securities of a related corporation) or counsels or procures another person to deal in those listed securities, otherwise than for the purpose of such take-over; (c) when relevant information in relation to a corporation is disclosed directly or indirectly, by a person connected with that corporation, to another person and the first-mentioned person knows that the information is relevant information in relation to the corporation and knows or has reasonable cause for believing that the other person will make use of the information for the purpose of dealing, or counselling or procuring another to deal, in the listed securities of that corporation (or in the listed securities of a related corporation); (d) when a person who is contemplating or has contemplated making (whether with or without another person) a take-over offer for a corporation and who knows that the information that the offer is contemplated or is no longer contemplated is relevant information in relation to that corporation, discloses that information, directly or indirectly, to another person and the first-mentioned person knows or has reasonable cause for believing that the other person will make use of the information for the purpose in dealing, or in counselling or procuring another to deal, in the listed securities of that corporation (or in the listed securities of a related corporation); (e) when a person who has information which he knows is relevant information in relation to a corporation which he received (directly or indirectly) from a person- (i) whom he knows is connected with that corporation; and (ii) whom he knows or has reasonable cause to believe held that information by virtue of being so connected, deals in the listed securities of that corporation (or in the listed securities of a related corporation) or counsels or procures another person to deal in those listed securities; (f) when a person who has received (directly or indirectly) from a person whom he knows or has reasonable cause to believe is contemplating or is no longer contemplating a take-over offer for a corporation, information to that effect and knows that such information is relevant information in relation to that corporation, deals in the listed securities of that corporation (or in the listed securities of a related corporation) or counsels or procures another person to deal in those listed securities.

(2) An insider dealing in relation to the listed securities of a corporation also takes place when a person who is knowingly in possession of relevant information in relation to that corporation in any of the circumstances described in subsection (1) - (a) counsels or procures any other person to deal in the listed securities of that corporation (or in the listed securities of a related corporation) in the knowledge or with reasonable cause to believe that, that person would deal in those listed securities outside Hong Kong on any stock exchange other than the Unified Exchange; or (b) discloses that relevant information to any other person in the knowledge or with reasonable cause to believe that, that or some other person will make use of that information for the purpose of dealing, or of counselling or procuring any other person to deal, in the listed securities of that corporation (or in the listed securities of a related corporation) outside Hong Kong on any stock exchange other than the Unified Exchange.

10. Certain persons not to be held insider dealers (1) A person who enters into a transaction which is an insider dealing shall not be held to be an insider dealer if he establishes that he entered into the transaction- (a) for the sole purpose of the acquisition of qualification shares required by him as a director or intending director of any corporation; (b) in the bona fide performance of an underwriting agreement with respect to the securities to which the transaction relates; or (c) in the bona fide exercise of his functions as a liquidator, receiver or trustee in bankruptcy.

(2) A corporation which enters into a transaction which is an insider dealing shall not be held to be an insider dealer if, although relevant information concerning the corporation whose securities are the subject of the insider dealing is in the possession of a director or employee of the first corporation it establishes that- (a) the decision to enter into the transaction was taken on its behalf by a person other than that director or employee; and (b) arrangements were then in existence for securing that the information was not communicated to that person and that no advice with respect to the transaction 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 in fact so given.

(3) A person who enters into a transaction which is an insider dealing shall not be held to be an insider dealer if he establishes that he entered into the transaction otherwise than with a view to the making of a profit or the avoiding of a loss (whether for himself or another) by the use of relevant information.

(4) A person who, as agent for another, enters into a transaction which is an insider dealing shall not be held to be an insider dealer if he establishes that he entered into the transaction as agent for another person and he did not select or advise on the selection of the securities to which the transaction relates.

(5) A person who enters into a transaction which is an insider dealing shall not be held to be an insider dealer if he establishes- (a) that the other party to the transaction knew, or ought reasonably to have known, of the relevant information in question before entering into the transaction; and (b) that the transaction was neither recorded on the Unified Exchange nor required to be notified to the Unified Exchange under its rules.

(6) A person who enters into a transaction which is an insider dealing in respect of the listed securities of a corporation shall not be held to be an insider dealer, other than as a person who has counselled or procured another person to deal in listed securities, if he establishes that the other party to the transaction knew or ought reasonably to have known that he was a person connected with that corporation.

(7) A person who enters into a transaction which is an insider dealing shall not be held to be an insider dealer if he establishes that the transaction is a market contract within the meaning of section 2 of the Securities (Clearing Houses) Ordinance (Cap. 420). (Added 68 of 1992 s.

20) 11. Trustees and personal representatives A trustee or personal representative who enters into a transaction which is an insider dealing shall not be held to be an insider dealer if he establishes 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 such advice; and (b) did not appear to him to be a person who would be held to be an insider dealer if he had entered into such transaction.

12. Exercise of right to subscribe for or acquire securities A person who exercises a right to subscribe for or otherwise acquire securities of a corporation shall not be held to be an insider dealer if he establishes that the right was granted to him or was derived from securities that were held by him before he became aware of any relevant information concerning the corporation.

13. Duty of officers of corporation It shall be the duty of every officer of a corporation to take all such measures as may from time to time be reasonable in all the circumstances for the purpose of ensuring that proper safeguards exist to prevent the corporation from perpetrating any act which would cause it to be identified by the Tribunal as an insider dealer. (Amended 69 of 1991 s.2) 14. Insider dealing not void or voidable No transaction shall be void or voidable by reason only that it is an insider dealing.

PART III INSIDER DEALING TRIBUNAL 15. Constitution of Tribunal (1) There shall continue to be a Tribunal to be known as the Insider Dealing Tribunal ("the Tribunal") which shall, in accordance with section 22 (1), conduct any inquiry instituted under section 16.

(2) The Tribunal shall consist of a chairman and 2 other members all of whom shall be appointed by the Governor.

(3) The chairman of the Tribunal shall be a judge and the other 2 members shall not be public officers.

(4) A member of the Tribunal other than the chairman may be paid, as a fee for his services, such amount as the Financial Secretary thinks fit, and that amount shall be charged on the general revenue.

(5) The Schedule shall have effect in relation to the appointment of members and temporary members of the Tribunal, procedural and other matters concerning an inquiry and the Tribunal and its sittings.

Inquiries by Tribunal 16. Inquiries into insider dealing (1) If it appears to the Financial Secretary, whether following representations by the Commission or otherwise, that insider dealing in relation to the listed securities of a corporation has taken place or may have taken place, he may in accordance with this section require the Tribunal to inquire into the matter.

(2) An inquiry shall be instituted by the Financial Secretary by notice in writing to the chairman of the Tribunal containing such particulars as are sufficient to define the terms of reference of the inquiry.

(3) The object of an inquiry shall be to determine, within the terms of reference of the inquiry as defined under subsection (2) - (a) whether insider dealing in relation to the listed securities of a corporation 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 the insider dealing.

(4) Where the Tribunal identifies a corporation as an insider dealer under subsection (3) (b) the Tribunal may also identify any officer of that corporation to whose breach of the duty imposed on him by section 13 the insider dealing in question is directly or indirectly attributable.

(5) The Tribunal shall not identify any person as an insider dealer or as a person to whose breach of the duty imposed on him by section 13 the insider dealing by a corporation may be directly or indirectly attributable without first giving such person an opportunity of being heard.

(6) Where the Tribunal identifies a corporation as an insider dealer under subsection (3) (b), if the insider dealing took place with the knowledge, consent or connivance of any officer of the corporation then such officer as well as the corporation shall be regarded as having been so identified.

17. Powers of Tribunal The 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 such material would not be admissible in evidence in civil or criminal proceedings in a court of law; (b) by notice in writing signed by the chairman require any person to attend before it at any sitting and to give evidence and produce any article, book or other document in his possession or under his control relating to the subject matter of the inquiry; (c) administer oaths and affirmations; (d) examine on oath, affirmation or otherwise any person attending before it and may require such person to answer all questions put by or with the consent of the Tribunal; (e) make an order prohibiting any person from disclosing any material received by the Tribunal; (f) make an order prohibiting the publication or disclosure of any material received by the Tribunal at any sitting or part thereof held in private; (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 the carrying 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 of an inquiry to do so, the Tribunal may in writing authorize the Commission to exercise all or any of the powers set out in subsection (2) and to provide to the Tribunal the information so obtained which is relevant to the inquiry.

(2) The powers referred to in subsection (1) are- (a) to inspect any book or other document of any person where the Tribunal has reasonable grounds to believe or suspect that such book or other document may contain information relevant to the inquiry; (b) to make copies of and take extracts from any book or other document referred to in paragraph (a) and, subject to subsection (3), to take possession of such book or other document for such period (not exceeding 2 days) as may be necessary for the purpose of doing so; (c) to require any person to give within a specified time, any explanation or particulars concerning any book or other document referred to in paragraph (a); (d) in writing to require any person to give within a specified time, information as to whether or not there is at any premises any book or other document which may contain information relevant to the inquiry, and particulars as to such premises or book or other document; (e) to require that any information or particulars furnished pursuant to this section be verified by statutory declaration and to take any such declaration.

(3) Where the Commission takes possession of any book or other document under subsection (2) (b) it shall, subject to such reasonable conditions as to security or otherwise as it may impose, permit a person who would be entitled to inspect it if it were not in the possession of the Commission to inspect it, and to make copies and take extracts, at all reasonable times.

(4) A person shall produce every book or other document in his custody or under his control, the inspection whereof is sought by the Commission under this section.

(5) Any person who is required under this section to disclose any information or give any explanation or particulars shall comply with that requirement so far as it lies within his power to do so and shall, if requested, verify the information, particulars or explanation by statutory declaration.

(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, or recklessly makes any statement which is false or misleading, in either case in a material particular; (c) obstructs the Commission in the exercise of its powers under this section; or (d) destroys, falsifies, conceals or otherwise disposes of, or causes or permits the destruction, falsification, concealment or disposal of, any book or other document which is relevant to an inquiry, commits an offence and is liable on conviction to a fine of $100,000 and to imprisonment for 6 months.

(7) It shall be a defence to a charge under subsection (6) (d) if the person charged proves that he had no intention of concealing from the Tribunal or the Commission facts capable of being disclosed by the book or other document.

19. Incriminating answers A 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 before answering the question, neither the question nor the answer shall be admissible in evidence against him in criminal proceedings other than proceedings for an offence under section 20 or under section 36 of the Crimes Ordinance (Cap. 200), or for perjury in respect of the answer but shall be admissible for all the purposes of this Ordinance; the chairman of the Tribunal shall explain to every person giving evidence before the Tribunal the limitation imposed by this section in respect of the admissibility 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 by the Tribunal under this Ordinance; (ii) to take an oath or make an affirmation at an inquiry on being required to do so by the Tribunal; (iii) to answer truthfully and fully questions put to him at an inquiry by, or with the consent of, a member of the Tribunal; (iv) to produce any article or book or other document in his possession or under his control, which he is required by the Tribunal to produce at an inquiry; (v) to comply with any lawful order of the Tribunal; (b) wilfully disrupts the proceedings at an inquiry or otherwise misbehaves 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 of the Tribunal, commits an offence and is liable to a fine of $100,000 and to imprisonment for 6 months.

(2) Any person who- (a) wilfully hinders or deters any person from attending, giving evidence or producing any article or book or other document; (b) threatens, insults or causes any loss to be suffered by any person who has attended before the Tribunal, on account of such attendance; (c) threatens, insults or causes a loss to be suffered by any member of the Tribunal at any time on account of the performance of his duties as a member; (d) publishes or otherwise discloses any material which the Tribunal had prohibited him from publishing or disclosing; (e) publishes or otherwise discloses any material received by the Tribunal at any sitting or part thereof held in private, in contravention of an order made under section 17 (f), commits an offence and is liable on conviction upon indictment to a fine of $200,000 and to imprisonment for 1 year.

(3) It shall be a defence to a charge under subsection (2) (e) for the person charged to prove that he did not know and had no reason for knowing that the Tribunal had made an order prohibiting the publication or disclosure of such material.

21. Privileged information (1) Nothing in this Ordinance requires- (a) the disclosure by an authorized institution acting as the banker or financial 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 that person; (b) the disclosure by any person of any information (except if he is a legal practitioner, the name and address of a client) or the production by any person of a book or other document which he would in an action in the High Court be entitled to refuse to disclose or produce on grounds of legal professional privilege, or authorize the taking of possession of any such book or other document which is in the person's possession.

(2) Nothing in this Ordinance shall be construed as affecting section 4 of the Inland Revenue Ordinance (Cap. 112).

(3) In this section "authorized institution" means an authorized institution within the meaning of the Banking Ordinance (Cap. 155).

Report and orders of Tribunal 22. Report of Tribunal following inquiry (1) Where an inquiry is instituted under section 16 the Tribunal shall conduct the inquiry in accordance with this Ordinance, and shall prepare and issue a written report thereon.

(2) A report prepared and issued by the Tribunal under this section shall contain 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 part thereof has been held in private, by- (i) causing the report to be published in such manner that copies thereof are available to the public; (ii) furnishing a copy, so far as is reasonably practicable, to any person whose 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 an officer of a corporation to whose breach of the duty imposed on him by section 13 the insider dealing is directly or indirectly attributable, is a member of a professional body, furnishing a copy to that professional body.

(4) Where any sitting of the Tribunal or any part thereof has been held in private, the Financial Secretary may, if he is of the opinion that it is in the public interest to do so, cause the whole or any part of such report 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 by reason of the publication by him of a true and accurate account or a fair and accurate summary of any report of the Tribunal published under subsection (3) (b) or subsection (4).

23. Orders etc. of Tribunal (1) At the conclusion of an inquiry, where a person has been identified in a written report prepared under section 22 (1) as an insider dealer, the Tribunal may in respect of such person make any or all of the following orders- (a) an order that that person shall not, without the leave of the High Court, be a director or a liquidator or a receiver or manager of the property of a listed company or any other specified company or in any way, whether directly or indirectly, be concerned or take part in the management of a listed company or any other specified company for such period (not exceeding 5 years) as may be specified in the order; (b) an order that that person pay to the Government an amount not exceeding the amount of any profit gained or loss avoided by that person as a result of the insider dealing; (c) an order imposing on that person a penalty of an amount not exceeding three times the amount of any profit gained or loss avoided by any person as a result of the insider dealing.

(2) The Tribunal shall not make an order in respect of any person under subsection (1) without first giving the person, and, in the case of a person that is a corporation, an officer concerned in the management of the corporation, an opportunity of being heard.

(3) In subsection (1) (a) "listed company" means a company in the case of which securities are listed on the United Exchange.

(4) For the purposes of subsection (1) (a) a company may be specified by name or by reference to a relationship with any other company.

(5) Every order made in respect of any person under subsection (1) or under section 24 (1) shall be notified by the Tribunal in writing to that person 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 an appeal against the decision may be made under section 31 or that the time limited 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 under section 22 (1) as an insider dealer and the insider dealing is directly or indirectly attributable to a breach by any officer of the corporation of his duty under section 13, then, although such officer has not been identified as an insider dealer in a report made under section 22 or an order made under section 23, he may, if the Tribunal thinks it appropriate, 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 a corporation under subsection (1) without first giving such officer an opportunity of being heard. (Amended 69 of 1991 s. 3) 25. Limitation on aggregate amount of penalties Where 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 times the profit gained or loss avoided by all persons as a result of the insider dealing.

26. Witnesses' expenses (1) Every witness giving evidence or attending to give evidence at an inquiry shall be entitled in the discretion of the Tribunal to such sum for his expenses and loss of time as the Tribunal may determine.

(2) All such witnesses' expenses shall be paid out of moneys appropriated for that purpose by the Legislative Council.

27. Expenses of investigation and inquiry At the conclusion of an inquiry, the Tribunal may order any person who has been identified as an insider dealer to pay to the Government such sums as it thinks fit in respect of the expenses of and incidental to the inquiry and any investigation of his conduct or affairs made for the purposes of the inquiry.

28. Form and proof of order of Tribunal (1) Every order made by the Tribunal shall be reduced to writing and signed by the chairman of the Tribunal when the order is made.

(2) Every document purporting to be an order of the Tribunal and to be signed by the chairman shall, in the absence of proof to the contrary, be taken to be an order of the Tribunal duly made, without proof of its making, or proof of signature, or proof that the person signing the order was in fact the chairman.

29. Order of Tribunal may be registered in Court An order of the Tribunal may be registered by the Tribunal, in such manner as may be prescribed, in the High Court and shall, on such registration, become for all purposes an order of the High Court made within the jurisdiction of the High Court.

30. Offence Any person who contravenes an order made under section 23 (1) (a) commits an offence and is liable- (a) on conviction on indictment to a fine of $1,000,000 and to imprisonment for 2 years; (b) on summary conviction to a fine of $100,000 and to imprisonment for 6 months.

PART IV APPEALS 31. Appeal to Court of Appeal (1) Any person named in a report of the Tribunal who is dissatisfied with any finding or determination of the Tribunal may appeal against such finding or determination- (a) on a point of law; or (b) with the leave of the Court of Appeal, on a question of fact, to the Court of Appeal.

(2) Any person against whom an order under section 23, 24 or 27 has been made 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 Appeal may- (a) allow the appeal; (b) dismiss the appeal; or (c) remit the matter to the Tribunal with such directions as it thinks fit, which may include a direction to the Tribunal to conduct the inquiry afresh for the purpose of determining any question specified by the Court of 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 thinks appropriate (whether more or less onerous) being an order that the Tribunal had power to make against the appellant.

(3) In the case of any appeal under section 31 the Court of Appeal may make such order as to costs as it thinks appropriate.

33. Stay of execution on appeal Neither the lodging of an appeal nor the filing of an application for leave to appeal under section 31 shall operate as a stay of execution of an order of the Tribunal unless the Court of Appeal otherwise orders and any 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 may think fit.

PART V MISCELLANEOUS 34. Offences by corporation, etc.

(1) Where an offence under this Ordinance committed by a corporation is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any officer of the corporation, or any person who was purporting to act as an officer of the corporation, he, as well as the corporation, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.

(2) Where an offence committed by a partner in a partnership is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any other partner of the partnership, that other partner shall be guilty of the offence and liable to be proceeded against and punished accordingly.

35. Limitation on commencement of proceedings An information or complaint relating to an offence under this Ordinance shall be laid within 2 years from the commission of the offence.

36. Chief Justice may make rules The 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 are not 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] INSIDER DEALING TRIBUNAL 1. In this Schedule, unless the context otherwise requires- "chairman" means the chairman of the Tribunal; "inquiry" means an inquiry under section 16; "member" means a member of the Tribunal; "Tribunal" means the Tribunal referred to in section 15.

APPOINTMENT OF MEMBERS 2. Subject to paragraphs 4 and 5, the chairman shall be appointed for a term of 3 years but may from time to time, so long as he remains qualified under section 15 (3), be reappointed.

3. The other 2 members shall be appointed to act in relation to any specified inquiry or inquiries and any such member may be so appointed more than once.

4. A member may at any time resign his office by notice in writing to the Governor.

5. The chairman shall vacate his office if at any time he ceases to hold office as a judge.

6. A member other than the chairman may be removed from office by the Governor for incapacity, bankruptcy, neglect of duty or misconduct proved to the satisfaction of the Governor.

7. If an inquiry has been commenced by the Tribunal but not completed before the expiry of the chairman's term of office or before the resignation from or vacation of office by a member takes effect, the Governor may authorize the chairman or member to continue as chairman or a member of the Tribunal for the purpose of completing that inquiry.

TEMPORARY MEMBERS 8. The Governor may appoint a temporary member of the Tribunal to act in place of any member who is precluded by illness, absence from Hong Kong or any other cause from exercising his functions or who considers it improper or undesirable that he should exercise his functions in relation to any specified matter.

9. A temporary member who is appointed to act in place of the chairman shall be a person who holds office as a judge and a temporary member who is appointed to act for an ordinary member shall not be a person who would be disqualified under section 15 (3) from appointment as a member.

10. A temporary member who acts in place of the chairman or other member shall be deemed for all purposes to be the chairman or other member of the Tribunal as the case may be.

SITTINGS AND REPRESENTATION 11. The chairman shall convene such sittings of the Tribunal as he thinks necessary for the efficient performance of its functions.

12. The chairman shall preside at all sittings of the Tribunal and no sitting shall be held unless the other 2 members are also present.

13. Every question before the Tribunal shall be determined by the opinion of the majority of the members except a question of law which shall be determined by the chairman.

14. Every sitting of the Tribunal shall be held in public unless the Tribunal considers that in the interests of justice a sitting or any part thereof should not be held in public in which case it may hold the sitting or part thereof in private.

15. The hearing of an application to the Tribunal to hold a sitting or part thereof in private shall be held in private.

16. A person whose conduct is the subject of an inquiry or who is implicated, or concerned in the subject matter of an inquiry shall be entitled to be present in person at any sitting of the Tribunal relating to that inquiry and to be represented by a barrister or solicitor.

17. For the purposes of paragraph 16 the Tribunal shall determine whether the conduct of any person is the subject of the inquiry or whether a person is in any way implicated or concerned in the subject matter of the inquiry.

18. The Tribunal may appoint a legal officer nominated by the Attorney General, a barrister or a solicitor to act as counsel for the Tribunal.

19. In paragraph 16 "sitting" does not include any meeting of the Tribunal which is held for the purpose of deliberating on any question before the Tribunal.