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Recital 21

Recital 21

(21)The securities laws of Hong Kong establish, as further set out below, a comprehensive regulatory and supervisory framework to ensure market integrity, prohibit fraudulent or deceptive conduct on recognised exchange companies and dissemination of false or misleading information regarding securities or issuers, as well as to prevent insider trading and market manipulation. The SFO regulates market abuse and establishes civil and criminal regimes in respect of market misconduct. Market misconduct, as defined by the SFO, encompasses six offences, i.e. insider dealing under Sections 270 and 291 of the SFO, false trading under Sections 274 and 295 of the SFO, price rigging under Sections 275 and 296 of the SFO, disclosure of information about prohibited transactions under Sections 276 and 297 of the SFO, disclosure of false and misleading information inducing transactions under Sections 277 and 298 of the SFO and market manipulation under Sections 278 and 299 of the SFO. Offences under the civil regime are heard by the Market Misconduct Tribunal before which the SFC may institute proceedings. For offences under the criminal regime the SFC has power to conduct summary prosecutions in the Magistrate Courts. According to Section 107 of the SFO, the SFC may seek criminal sanctions against persons who induce another to buy or sell securities by fraudulent or reckless misrepresentation or, under Section 298 of the SFO, against persons who disclose false or misleading information likely to induce another to buy securities. Under Section 277 of the SFO, the latter behaviour is also considered misconduct under the civil market misconduct regime. Furthermore, Section 300 of the SFO sets out criminal liabilities for persons who use in a securities transaction deceptive or fraudulent conduct, device or scheme with intention to defraud or deceive.Section 384 of the SFO establishes a criminal liability for persons knowingly or recklessly giving false or misleading information to the SFC or the recognised exchange controller. Where a corporation is found guilty of an offence, Section 390 of the SFO extends criminal liability to any officer of the corporation who consented, connived or was reckless to the commission of the offence.

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