公司条例 (章文件號︰622) (版日期︰182019)
Companies Ordinance (CapInstrument No 622) (Version date 182019)
条例旨改革香港公司法现代化关公司部分成文法重新立法订定关公司条文附带相关事宜订定条文
An Ordinance to reform and modernize Hong Kong company law to restate part of the enactments relating to companies to make other provision relating to companies and to provide for incidental and connected matters
[2014年3月3日]
[3 March 2014]
(略制定语式条文——2013年第1号编辑修订纪录)
(Enacting provision omitted—ER 1 of 2013)
第1部
Part 1
导言
(格式变更——2013年第1号编辑修订纪录)
Preliminary
(Format changes—ER 1 of 2013)
第1分部 —— 简称生效日期
Division 1—Short Title and Commencement
1 简称生效日期
(1) 条例引称公司条例
(2) 条例财事务库务局局长宪报公告指定日期起实施
1 Short title and commencement
(1) This Ordinance may be cited as the Companies Ordinance
(2) This Ordinance comes into operation on a day to be appointed by the Secretary for Financial Services and the Treasury by notice published in the Gazette
第2分部 —— 条例释义：般条文
Division 2—Interpretation of this Ordinance General
2 释义
(1) 条例中 ——
市公司 (listed company)指股份认证券市场市公司
市规 (listing rules)指认交易根证券期货条例(第571章)第23条订立限证券该交易营办证券市场市事宜规章
公司 (company)指 ——
(a) 根条例组成注册公司
(b) 原公司
公司名称索引 (Index of Company Names)指根第30条备存名称索引
公司秘书 (company secretary)包括担公司秘书职位(该职称担该职位)
公司登记册 (Companies Register)指根第27条备存纪录
公司集团 (group of companies)指2间2间法团体中间余者控权公司
分担 (contributory)公司言指负法律责该公司清盘时作出付款作该公司资产
文件 (document)包括 ——
(a) 传票通知命令法律程序文件
(b) 登记册
赎回股份 (redeemable shares)指须公司股东选择赎回股份
生效日期 (commencement date)条例条文言指该条文开始实施日期
成员 (member)公司言指 ——
(a) 该公司创办成员
(b) 意成该公司成员该姓名名称成员身分记入该公司成员登记册
联系公司 (associated company)法团体言指 ——
(a) 该法团体附属公司
(b) 该法团体控权公司
(c) 述控权公司附属公司
局长 (Secretary)指财事务库务局局长
身分证 (identity card)指根事登记条例(第177章)发出身分证
法团体 (body corporate) ——
(a) 包括 ——
(i) 公司
(ii) 香港外方成立法团公司
(b) 包括单法团
法院 (court)指香港特行政区具司法辖权法院包括裁判官
股份 (share) ——
(a) 指公司股中股份
(b) (公司股份转换股额)包括股额
股份权证 (share warrant)指符合说明权证 ——
(a) 述明持拥该权证指明股份
(b) 该等股份藉交付该权证转
非市公司 (unlisted company)指没股份认证券市场市公司
非香港公司 (nonHong Kong company)指香港外方成立法团符合说明公司 ——
(a) 第16部生效日期日香港设立营业点
(b) 该生效日期前已香港设立营业点该生效日期继续香港设营业点
前身条例 (predecessor Ordinance)指附表9第2条生效日期＃前时效公司条例(第32章)
指明格式 (specified form)指根第23条指明格式
原公司 (existing company)指根旧公司条例组成注册公司
书面决议 (written resolution) ——见第12部第1分部第2次分部
特决议 (special resolution) ——见第564条
破产理署署长 (Official Receiver)指根破产条例(第6章)委破产理署署长
财政年度 (financial year)公司言指第9部第3分部断定该公司财政年度
高级员 (officer)法团体言包括该法团体董事理公司秘书
执业会计师 (certified public accountant (practising))具专业会计师条例(第50章)第2(1)条予该词涵义
处长 (Registrar)指根第21(1)条委公司注册处处长
章程细 (articles)公司言指该公司组织章程细
附注——
请参阅第98条载原公司组织章程纲条件须视该公司章程细条文
备董事 (reserve director)私公司言指根第455(1)条提名该公司备董事
创办成员 (founder member) ——
(a) 根条例组成注册公司言指第67(1)(a)条目该公司章程细签署
(b) 原公司言指该公司组织章程纲签署
普通决议 (ordinary resolution) ——见第563条
注册非香港公司 (registered nonHong Kong company)指公司登记册注册注册非香港公司非香港公司
债权证 (debenture)公司言包括该公司债权股证债券债务证券( 该等债权股证债券债务证券否构成该公司资产押记)
会计交易 (accounting transaction)公司言指第373条规定须记入该公司会计纪录交易包括支付条例规定该公司须支付费产生交易
理 (manager)公司言 ——
(a) 指董事直接权限该公司执行理职
(b) 包括 ——
(i) 该公司财产接理
(ii) 根公司(清盘杂项条文)条例(第32章)第216条委该公司产业业务特理
董事 (director)包括担董事职位(该职称担该职位)
资讯系统 (information system)具电子交易条例(第553章)第2(1)条予该词涵义
电子纪录 (electronic record)指资讯系统产生数码形式纪录该纪录 ——
(a) 资讯系统传送资讯系统传送资讯系统
(b) 储存资讯系统媒介
幕董事 (shadow director)法团体言指该法团体众董事半数董事惯指示指令(包括专业身分提供意见)行事
认交易 (recognized exchange company)指根证券期货条例(第571章)第19(2)条认营办证券市场交易公司公司
认证券市场 (recognized stock market)具证券期货条例(第571章)附表1第1部第1条予该词涵义
旧公司条例 (former Companies Ordinance)指 ——
(a) 1865年公司条例+(1865年第1号)
(b) 1911年公司条例＠(1911年第58号)
(c) 前身条例
(2) 条例中 ——
(a) 提述条例包括根条例订立附属法例
(b) 第21部附表11外提述前身条例条文包括根附表11释义通条例(第1章)第23条具持续效力该条文部分
(3) 条例中 ——
(a) 提述法团体财产理包括该财产某部分理
(b) 提述法团体财产接包括 ——
(i) 该财产某部分接
(ii) 该财产该财产某部分产生收入接
(c) 提述根某项文书载权力委理接包括 ——
(i) 根条例赋予权力作出委
(ii) 根符合说明权力作出委：条例隐含某项文书犹载该文书权力情况具效力
(4) 条例言 ——
(a) 文件资料 ——
(i) 纸张形式送交提供
(ii) 供阅读相类形式送交提供
属印形式送交提供
(b) 文件资料 ——
(i) 电子方式送交提供
(ii) 属电子纪录形式时方式送交提供 (2018年第35号第3条修订)
属电子形式送交提供
(c) 文件资料电子纪录形式资讯系统发送提供属电子方式送交提供
(5) 第(4)款中 ——
(a) 提述送交文件 ——
(i) 包括提供交付递交交出该文件(属通知)发出予该文件
(ii) 包括送达该文件
(b) 提述提供资料包括送交交付递交交出该资料
2 Interpretation
(1) In this Ordinance—
accounting transaction (会计交易) in relation to a company means a transaction that is required by section 373 to be entered in the company’s accounting records excluding a transaction arising from the payment of any fee that the company is required by an Ordinance to pay
articles (章程细) in relation to a company means the articles of association of the company
Note—
Please also see section 98 A condition of an existing company’s memorandum of association is to be regarded as a provision of the company’s articles
associated company (联系公司) in relation to a body corporate means—
(a) a subsidiary of the body corporate
(b) a holding company of the body corporate or
(c) a subsidiary of such a holding company
body corporate (法团体) —
(a) includes—
(i) a company and
(ii) a company incorporated outside Hong Kong but
(b) excludes a corporation sole
certified public accountant (practising) (执业会计师) has the meaning given by section 2(1) of the Professional Accountants Ordinance (Cap 50)
commencement date (生效日期) in relation to any provision of this Ordinance means the date on which that provision comes into operation
Companies Register (公司登记册) means the records kept under section 27
company (公司) means—
(a) a company formed and registered under this Ordinance or
(b) an existing company
company secretary (公司秘书) includes any person occupying the position of company secretary (by whatever name called)
contributory (分担) in relation to a company means a person liable to contribute to the assets of the company in the event of its being wound up
Court means the Court of First Instance
court (法院) means a court of competent jurisdiction of the Hong Kong Special Administrative Region and includes a magistrate
debenture (债权证) in relation to a company includes debenture stock bonds and any other debt securities of the company whether or not constituting a charge on the assets of the company
director (董事) includes any person occupying the position of director (by whatever name called)
document (文件) includes—
(a) a summons notice order and any other legal process and
(b) a register
electronic record (电子纪录) means a record generated in digital form by an information system which can be—
(a) transmitted within an information system or from one information system to another and
(b) stored in an information system or other medium
existing company (原公司) means a company formed and registered under a former Companies Ordinance
financial year (财政年度) in relation to a company means a financial year of the company determined in accordance with Division 3 of Part 9
former Companies Ordinance (旧公司条例) means—
(a) the Companies Ordinance 1865 (1 of 1865)
(b) the Companies Ordinance 1911 (58 of 1911) or
(c) the predecessor Ordinance
founder member (创办成员) —
(a) in relation to a company formed and registered under this Ordinance means a person who signs on the company’s articles for the purposes of section 67(1)(a) or
(b) in relation to an existing company means a person who subscribed to or signed on the company’s memorandum of association
group of companies (公司集团) means any 2 or more bodies corporate one of which is the holding company of the other or others
identity card (身分证) means an identity card issued under the Registration of Persons Ordinance (Cap 177)
Index of Company Names (公司名称索引) means the index of names kept under section 30
information system (资讯系统) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap 553)
listed company (市公司) means a company that has any of its shares listed on a recognized stock market
listing rules (市规) means the rules made under section 23 of the Securities and Futures Ordinance (Cap 571) by a recognized exchange company that govern the listing of securities on a stock market it operates
manager (理) in relation to a company—
(a) means a person who performs managerial functions in relation to the company under the directors’ immediate authority but
(b) excludes—
(i) a receiver or manager of the company’s property and
(ii) a special manager of the company’s estate or business appointed under section 216 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
member (成员) in relation to a company means—
(a) a founder member of the company or
(b) a person who agrees to become a member of the company and whose name is entered as a member in the company’s register of members
nonHong Kong company (非香港公司) means a company incorporated outside Hong Kong that—
(a) establishes a place of business in Hong Kong on or after the commencement date of Part 16 or
(b) has established a place of business in Hong Kong before that commencement date and continues to have a place of business in Hong Kong at that commencement date
officer (高级员) in relation to a body corporate includes a director manager or company secretary of the body corporate
Official Receiver (破产理署署长) means the Official Receiver appointed under the Bankruptcy Ordinance (Cap 6)
ordinary resolution (普通决议) —see section 563
predecessor Ordinance (前身条例) means the Companies Ordinance (Cap 32) as in force from time to time before the commencement date# of section 2 of Schedule 9
recognized exchange company (认交易) means a company recognized under section 19(2) of the Securities and Futures Ordinance (Cap 571) as an exchange company for operating a stock market
recognized stock market (认证券市场) has the meaning given by section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571)
redeemable shares (赎回股份) means shares that are to be redeemed or are liable to be redeemed at the option of the company or the shareholder
registered nonHong Kong company (注册非香港公司) means a nonHong Kong company that is registered in the Companies Register as a registered nonHong Kong company
Registrar (处长) means the Registrar of Companies appointed under section 21(1)
reserve director (备董事) in relation to a private company means a person nominated as a reserve director of the company under section 455(1)
Secretary (局长) means the Secretary for Financial Services and the Treasury
shadow director (幕董事) in relation to a body corporate means a person in accordance with whose directions or instructions (excluding advice given in a professional capacity) the directors or a majority of the directors of the body corporate are accustomed to act
share (股份) —
(a) means a share in a company’s share capital and
(b) if any of the company’s shares is converted into stock includes stock
share warrant (股份权证) means a warrant—
(a) stating that the bearer is entitled to the shares specified in the warrant and
(b) enabling the shares to be transferred by delivery of the warrant
special resolution (特决议) —see section 564
specified form (指明格式) means the form specified under section 23
unlisted company (非市公司) means a company that does not have any of its shares listed on a recognized stock market
written resolution (书面决议) —see Subdivision 2 of Division 1 of Part 12
(2) In this Ordinance—
(a) a reference to this Ordinance includes any subsidiary legislation made under this Ordinance and
(b) a reference to a provision of the predecessor Ordinance except in Part 21 and Schedule 11 includes the provision or such part of the provision having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
(3) In this Ordinance—
(a) a reference to a manager of the property of a body corporate includes a manager of part of that property
(b) a reference to a receiver of the property of a body corporate includes—
(i) a receiver of part of that property and
(ii) a receiver of the income arising from that property or part of that property and
(6) 条例文中附注仅供备知立法效力
(编辑修订——2013年第1号编辑修订纪录)
_____________________
编辑附注：
# 生效日期：2014年3月3日
+ 1865年公司条例Companies Ordinance 1865译名
@ 1911年公司条例Companies Ordinance 1911译名
(c) a reference to the appointment of a manager or receiver made under powers contained in an instrument includes—
(i) an appointment made under powers conferred by an Ordinance and
(ii) an appointment made under powers that by virtue of an Ordinance are implied in and have effect as if contained in an instrument
(4) For the purposes of this Ordinance—
(a) a document or information is sent or supplied in hard copy form if it is sent or supplied—
(i) in paper form or
(ii) in a similar form capable of being read
(b) a document or information is sent or supplied in electronic form if it is sent or supplied—
(i) by electronic means or
(ii) by any other means while in the form of an electronic record and (Amended 35 of 2018 s 3)
(c) a document or information is sent or supplied by electronic means if it is sent or supplied in the form of an electronic record to an information system
(5) In subsection (4)—
(a) a reference to sending a document—
(i) includes supplying delivering forwarding or producing the document and in the case of a notice giving the document but
(ii) excludes serving the document and
(b) a reference to supplying information includes sending delivering forwarding or producing the information
(6) A note located in the text of this Ordinance is provided for information only and has no legislative effect
_____________________
Editorial Note
# Commencement date 3 March 2014
3 责
(1) 情况条适 ——
(a) 条例条文订明 ——
(i) 违反条例情况违反某规定指示条件命令情况
(ii) 遵某规定指示条件命令情况
公司非香港公司责属犯罪
(b) 条例赋权某订立会载述条文附属法例
(2) 关条文言符合条件属公司非香港公司责 ——
(a) 该该公司该非香港公司高级员幕董事
(b) 该授权准许参违反关条文规定指示条件命令授权准许参遵关规定指示条件命令
(3) 关条文言符合条件属公司非香港公司责 ——
(a) 该某法团体高级员幕董事该法团体该公司该非香港公司高级员幕董事
(b) 该法团体授权准许参违反关条文规定指示条件命令授权准许参遵关规定指示条件命令
(c) 该授权准许参违反关条文规定指示条件命令授权准许参遵关规定指示条件命令
3 Responsible person
(1) This section applies—
(a) where a provision of this Ordinance provides that a responsible person of a company or nonHong Kong company commits an offence if there is—
(i) a contravention of this Ordinance or of a requirement direction condition or order or
(ii) a failure to comply with a requirement direction condition or order or
(b) where this Ordinance empowers a person to make subsidiary legislation that will contain such a provision
(2) For the purposes of the provision a person is a responsible person of a company or nonHong Kong company if the person—
(a) is an officer or shadow director of the company or nonHong Kong company and
(b) authorizes or permits or participates in the contravention or failure
(3) For the purposes of the provision a person is also a responsible person of a company or nonHong Kong company if—
(a) the person is an officer or shadow director of a body corporate that is an officer or shadow director of the company or nonHong Kong company
(b) the body corporate authorizes or permits or participates in the contravention or failure and
(c) the person authorizes or permits or participates in the contravention or failure
4 核证译
(1) 条例言香港制备文件译符合说明属核证译 ——
(a) 该译关翻译者核证该文件正确译
(b) 第(3)款指明核证该相信该翻译者力该文件翻译英文中文(视属情况定)
(2) 条例言香港外方制备文件译符合说明属核证译 ——
(a) 属第(4)款指明翻译者该译该翻译者核证该文件正确译
(b) 属翻译者 ——
(i) 该译该翻译者核证该文件正确译
(ii) 第(5)款指明核证该相信该翻译者力该文件翻译英文中文(视属情况定)
(3) 施行第(1)(b)款指明 ——
(a) 香港执业公证
(b) 香港执业律师
(c) 执业会计师
(d) 香港领事馆官员
(e) 香港执业专业公司秘书
(4) 施行第(2)(a)款指明翻译者关方法院委翻译者
(5) 施行第(2)(b)(ii)款指明 ——
(a) 关方执业公证
(b) 关方执业律师
(c) 关方执业专业会计师
(d) 获关方法律妥授权负责司法法律目核证文件法院员
(e) 关方领事馆官员
(f) 关方执业专业公司秘书
(g) 处长指明然
(6) 局长藉宪报刊登公告修订第(3)(4)(5)款
4 Certified translation
(1) For the purposes of this Ordinance a translation made in Hong Kong of a document is a certified translation if—
(a) it is certified as a correct translation of the document by the translator and
(b) a person specified in subsection (3) certifies that in that person’s belief the translator is competent in translating the document into English or Chinese (as the case may be)
(2) For the purposes of this Ordinance a translation made in a place outside Hong Kong of a document is a certified translation if—
(a) in the case of a translator specified in subsection (4) it is certified as a correct translation of the document by the translator or
(b) in the case of any other translator—
(i) it is certified as a correct translation of the document by the translator and
(ii) a person specified in subsection (5) certifies that in that person’s belief the translator is competent in translating the document into English or Chinese (as the case may be)
(3) The person specified for the purposes of subsection (1)(b) is—
(a) a notary public practising in Hong Kong
(b) a solicitor practising in Hong Kong
(c) a certified public accountant (practising)
(d) a consular officer in Hong Kong or
(e) a professional company secretary practising in Hong Kong
(4) The translator specified for the purposes of subsection (2)(a) is a translator appointed by a court of law of the place
(5) The person specified for the purposes of subsection (2)(b)(ii) is—
(a) a notary public practising in the place
(b) a lawyer practising in the place
(c) a professional accountant practising in the place
(d) an officer of a court of law duly authorized by the law of the place to certify documents for any judicial or other legal purpose
(e) a consular officer in the place
(f) a professional company secretary practising in the place or
(g) any other natural person specified by the Registrar
(6) The Secretary may by notice published in the Gazette amend subsection (3) (4) or (5)
5 活动公司
(1) 合资格私公司通第(2)款指明特决议该决议已交付处长登记第91012部言第(2)(a)款述该决议宣布日期起该公司属活动公司
(2) 施行第(1)款指明特决议指符合说明特决议 ——
(a) 宣布关合资格私公司会日期起处活动状态 ——
(i) 该决议交付处长日期
(ii) 该决议指明较日期
(b) 授权董事该决议交付处长登记
(3) ——
(a) 前身条例第344A条第912条废前公司根第(1)款通特决议该决议没交付处长
(b) 该条废该决议交付处长登记
第91012部言该决议交付处长日期该决议指明较日期起该公司属活动公司
(4) 紧接前身条例第344A条第912条废前公司该条言作活动公司第91012部言条生效日期#起该公司继续属活动公司 (2018年第35号第4条修订)
(5) 情况属第91012部指活动公司公司活动公司 ——
(a) 该公司通特决议宣布该公司拟进行项会计交易该决议已交付处长登记
(b) 关该公司会计交易
(6) 条中 ——
合资格私公司 (qualified private company)指属第(7)款指明公司私公司
(7) 第(6)款中合资格私公司定义指明公司 ——
(a) 银行业条例(第155章)第2(1)条界定认机构
(b) 保险业条例(第41章)第2(1)(2)条界定保险 (2015年第12号第165条修订)
(c) 根证券期货条例(第571章)第V部获发牌营该条例附表1第1部第1条界定受规活动业务法团
(d) (c)段述法团属证券期货条例(第571章)第VI部指者联系实体
(e) 强制性公积金计划条例(第485章)第2(1)条界定核准受讬
(f) 属(a)(b)(c)(d) (e)段指者附属公司公司
(g) 紧接关特决议通前5年时间属(a)(b)(c)(d)(e)(f)段指者公司
(8) 财政司司长藉宪报刊登公告修订第(7)款
_____________________
编辑附注：
# 生效日期：2014年3月3日
5 Dormant company
(1) If a qualified private company passes a special resolution specified in subsection (2) and the resolution is delivered to the Registrar for registration the company is a dormant company for the purposes of Parts 9 10 and 12 as from the date mentioned in subsection (2)(a) as declared by the resolution
(2) The special resolution specified for the purposes of subsection (1) is one—
(a) declaring that the qualified private company will become dormant as from—
(i) the date of delivery of that resolution to the Registrar or
(ii) any later date that is specified in that resolution and
(b) authorizing the directors to deliver that resolution to the Registrar for registration
(3) If—
(a) before the repeal of section 344A of the predecessor Ordinance by section 912 a company passed a special resolution under subsection (1) of that section and the resolution has not been delivered to the Registrar and
(b) the resolution is delivered to the Registrar for registration after the repeal
the company is also a dormant company for the purposes of Parts 9 10 and 12 as from the date of delivery of the resolution to the Registrar or as from a later date as is specified in the resolution
(4) If immediately before the repeal of section 344A of the predecessor Ordinance by section 912 a company was deemed to be a dormant company for the purposes of that section the company continues to be a dormant company for the purposes of Parts 9 10 and 12 as from the commencement date# of this section (Amended 35 of 2018 s 4)
(5) A company that is a dormant company for the purposes of Parts 9 10 and 12 ceases to be such dormant company if—
(a) the company passes a special resolution declaring that the company intends to enter into an accounting transaction and the resolution is delivered to the Registrar for registration or
(b) there is an accounting transaction in relation to the company
(6) In this section—
qualified private company (合资格私公司) means a private company that is not a company specified in subsection (7)
(7) A company specified for the purposes of the definition of qualified private company in subsection (6) is—
(a) an authorized institution as defined by section 2(1) of the Banking Ordinance (Cap 155)
(b) an insurer as defined by section 2(1) and (2) of the Insurance Ordinance (Cap 41) (Amended 12 of 2015 s 165)
(c) a corporation licensed under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a business in any regulated activity as defined by section 1 of Part 1 of Schedule 1 to that Ordinance
(d) an associated entity within the meaning of Part VI of the Securities and Futures Ordinance (Cap 571) of a corporation mentioned in paragraph (c)
(e) an approved trustee as defined by section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap 485)
(f) a company having a subsidiary that falls within paragraph (a) (b) (c) (d) or (e) or
(g) a company that fell within paragraph (a) (b) (c) (d) (e) or (f) at any time during the 5 years immediately before the special resolution is passed
(8) The Financial Secretary may by notice published in the Gazette amend subsection (7)
_____________________
Editorial Note
# Commencement date 3 March 2014
6 公众士作出股份债权证约等
(1) 条例中提述公众士作出公司股份债权证约包括部分公众士作出该约该部分公众士 ——
(a) 作该公司成员债权证持选出
(b) 作作出该约客户选出
(c) 方式选出
(2) 条例公司章程细中提述邀请公众士认购公司股份债权证包括邀请部分公众士该部分公众士 ——
(a) 作该公司成员债权证持选出
(b) 作作出该项邀请客户选出
(c) 方式选出
(3) 第(1)(2)款施行股份债权证非公开约认购股份债权证非公开邀请视公众士作出约邀请
(4) ——
(a) 公司章程细中禁止邀请公众士认购股份债权证条文尤视禁止成员债权证持作出认购股份债权证非公开邀请
(b) 条例中关私公司条文尤须解释
(5) 条中某项股份债权证约某项认购股份债权证邀请关整体情况恰视 ——
(a) 非旨直接间接导致关股份债权证供收该项约邀请外士认购购买
(b) 属作出收该项约邀请身业务
该项约邀请属非公开约非公开邀请
6 Offering shares or debentures to public etc
(1) In this Ordinance a reference to offering shares or debentures of a company to the public includes offering them to a section of the public whether selected—
(a) as members or debenture holders of the company
(b) as clients of the person making the offer or
(c) in any other manner
(2) In this Ordinance and in a company’s articles a reference to an invitation to the public to subscribe for shares or debentures of a company includes an invitation to a section of the public whether selected—
(a) as members or debenture holders of the company
(b) as clients of the person making the invitation or
(c) in any other manner
(3) Neither subsection (1) nor subsection (2) operates to treat a private offer of shares or debentures or a private invitation to subscribe for shares or debentures as an offer or invitation made to the public
(4) In particular—
(a) a provision in a company’s articles prohibiting invitations to the public to subscribe for shares or debentures is not to be regarded as prohibiting a private invitation to subscribe for shares or debentures to be made to members or debenture holders and
(b) the provisions of this Ordinance relating to private companies are to be construed accordingly
(5) In this section an offer of shares or debentures or an invitation to subscribe for shares or debentures is a private offer or invitation if the offer or invitation can properly be regarded in all the circumstances as being—
(a) not calculated to result directly or indirectly in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation or
(b) a domestic concern of the persons making and receiving the offer or invitation
第3分部 —— 条例释义︰公司类
Division 3—Interpretation of this Ordinance Types of Companies
第1次分部 —— 限公司限公司
Subdivision 1—Limited Company and Unlimited Company
7 限公司
条例言某公司属股份限公司担保限公司该公司属限公司
7 Limited company
For the purposes of this Ordinance a company is a limited company if it is a company limited by shares or by guarantee
8 股份限公司
(1) 条例言某公司章程细成员法律责限该成员持股份未缴款额该公司属股份限公司
(2) 第(1)款言某原公司组织章程纲中某条件述明成员法律责限该条件第98条视该公司章程细条文该公司成员法律责视该公司章程细限该等成员持股份未缴款额
8 Company limited by shares
(1) For the purposes of this Ordinance a company is a company limited by shares if the liability of its members is limited by the company’s articles to any amount unpaid on the shares held by the members
(2) For the purposes of subsection (1) the liability of the members of an existing company is to be regarded as being limited by the company’s articles to any amount unpaid on the shares held by the members if a condition of the memorandum of association of the company stating that the liability of the members is limited is regarded as a provision of the articles by virtue of section 98
9 担保限公司
(1) 条例言某公司符合说明该公司属担保限公司 ——
(a) 该公司没股
(b) 该公司章程细成员法律责限该成员藉该章程细承诺该公司清盘时支付作该公司资产款额
(2) 关公司2004年2月13日前根旧公司条例组成成担保限公司第(1)(a)款适
9 Company limited by guarantee
(1) For the purposes of this Ordinance a company is a company limited by guarantee if—
(a) it does not have a share capital and
(b) the liability of its members is limited by the company’s articles to the amount that the members undertake by those articles to contribute to the assets of the company in the event of its being wound up
(2) Subsection (1)(a) does not apply if the company was formed as or became a company limited by guarantee under a former Companies Ordinance before 13 February 2004
10 限公司
条例言某公司成员法律责限该公司属限公司
10 Unlimited company
For the purposes of this Ordinance a company is an unlimited company if there is no limit on the liability of its members
第2次分部 —— 私公司公众公司
Subdivision 2—Private Company and Public Company
11 私公司
(1) 条例言某公司符合说明该公司属私公司 ——
(a) 该公司章程细 ——
(i) 限制成员转股份权利
(ii) 成员高数限50
(iii) 禁止邀请公众士认购该公司股份债权证
(b) 该公司属担保限公司
(2) 第(1)(a)(ii)款中 ——
成员 (member)包括 ——
(a) 身关公司雇员成员
(b) 时成员关公司雇员该公司雇员继续成员
(3) 条言2名2名士联名持公司股份须视名成员
11 Private company
(1) For the purposes of this Ordinance a company is a private company if—
(a) its articles—
(i) restrict a member’s right to transfer shares
(ii) limit the number of members to 50 and
(iii) prohibit any invitation to the public to subscribe for any shares or debentures of the company and
(b) it is not a company limited by guarantee
(2) In subsection (1)(a)(ii)—
member (成员) excludes—
(a) a member who is an employee of the company and
(b) a person who was a member while being an employee of the company and who continues to be a member after ceasing to be such an employee
(3) For the purposes of this section 2 or more persons who hold shares in a company jointly are to be regarded as one member
12 公众公司
条例言某公司符合说明该公司属公众公司 ——
(a) 该公司属私公司
(b) 该公司属担保限公司
12 Public company
For the purposes of this Ordinance a company is a public company if—
(a) it is not a private company and
(b) it is not a company limited by guarantee
第4分部 —— 条例释义︰控权公司附属公司
(2018年第35号第5条修订)
Division 4—Interpretation of this Ordinance Holding Company and Subsidiary
(Amended 35 of 2018 s 5)
13 控权公司
(1) 条例言某法团体(前者) ——
(a) 控制法团体(者)董事局组成
(b) 控制法团体(者)超半数表决权
(c) 持法团体(者)超半数已发行股
前者属者控权公司
(2) 条例言某法团体(前者)法团体(者)控权公司者法团体(第三者)控权公司前者属第三者控权公司
(3) 第(1)(a)款言某法团体(前者)权力需意委罢免法团体(者)全部半数董事前者属控制者董事局组成
(4) 第(3)款言情况某法团体属权力作出关委 ——
(a) 该法团体(前者)行该权力委关法团体(者)董事该获委者董事
(b) 某身前者董事高级员必然会获委者董事
(5) 第(1)(c)款中提述法团体已发行股包括该股中分派利润资时权分享超某指明款额部分
13 Holding company
(1) For the purposes of this Ordinance a body corporate is a holding company of another body corporate if—
(a) it controls the composition of that other body corporate’s board of directors
(b) it controls more than half of the voting rights in that other body corporate or
(c) it holds more than half of that other body corporate’s issued share capital
(2) For the purposes of this Ordinance a body corporate is also a holding company of another body corporate if it is a holding company of a body corporate that is that other body corporate’s holding company
(3) For the purposes of subsection (1)(a) a body corporate controls the composition of another body corporate’s board of directors if it has power to appoint or remove all or a majority of that other body corporate’s directors without any other person’s consent
(4) For the purposes of subsection (3) a body corporate has the power to make such an appointment if—
(a) without the exercise of the power in a person’s favour by the body corporate the person cannot be appointed as a director of that other body corporate or
(b) it necessarily follows from a person being a director or other officer of the body corporate that the person is appointed as a director of that other body corporate
(5) In subsection (1)(c) a reference to a body corporate’s issued share capital excludes any part of it that carries no right to participate beyond a specified amount in a distribution of profits or capital
14 补充第13条条文
(1) 分部言 ——
(a) 股份某法团体受信身分持权力某法团体受信身分行该股份须视非该法团体持该权力须视该法团体行
(b) 第(2)(3)款规定外股份某法团体附属公司持某该法团体附属公司代名身分持权力某法团体附属公司行某该法团体附属公司代名身分行该股份须视该法团体持该权力须视该法团体行
(2) 分部言某法团体债权证持该法团体股份保证该债权证发行信讬契持该法团体股份须视非该持某法团体债权证该法团体行权力保证该债权证发行信讬契该法团体行权力须视该行
(3) 分部言某法团体某法团体附属公司持股份某该法团体附属公司代名身分持股份某法团体某法团体附属公司行权力某该法团体附属公司代名身分行权力 ——
(a) 该法团体附属公司通常业务包括出款项
(b) 该股份仅作该业务通常运作中达成交易保证持该权力仅作该业务通常运作中达成交易保证行
该股份须视非该法团体附属公司持该权力须视该法团体附属公司行
(4) 第(1)(b)款中提述法团体附属公司包括仅受信身分参涉法团体附属公司
14 Provisions supplementary to section 13
(1) For the purposes of this Division—
(a) if any share is held or any power is exercisable by a body corporate in a fiduciary capacity the share or power is to be regarded as not being held or exercisable by the body corporate and
(b) subject to subsections (2) and (3) if any share is held or any power is exercisable by a subsidiary of a body corporate or by a person as nominee for a body corporate or such a subsidiary the share or power is to be regarded as being held or exercisable by the body corporate
(2) For the purposes of this Division any share in another body corporate held or any power in relation to another body corporate exercisable by a person by virtue of a debenture of that other body corporate or of a trust deed for securing an issue of such a debenture is to be regarded as not being held or exercisable by the person
(3) For the purposes of this Division any share held or any power exercisable by a body corporate or a subsidiary of a body corporate or by a person as nominee for a body corporate or such a subsidiary is to be regarded as not being held or exercisable by the body corporate or subsidiary if—
(a) the ordinary business of the body corporate or subsidiary includes the lending of money and
(b) the share or power is held or exercisable by way of security only for the purpose of a transaction entered into in the ordinary course of that business
(4) In subsection (1)(b) a reference to a body corporate or subsidiary excludes a body corporate or subsidiary that is concerned only in a fiduciary capacity
15 附属公司
条例言某法团体(前者)属法团体(者)控权公司者属前者附属公司
15 Subsidiary
For the purposes of this Ordinance a body corporate is a subsidiary of another body corporate if that other body corporate is a holding company of it
16 (2018年第35号第6条废)
16 (Repealed 35 of 2018 s 6)
第5分部 —— 条例适范围
Division 5—Application of this Ordinance
17 原公司适
(1) 原公司 ——
(a) 属担保限公司条例适该公司适方式犹该公司根条例组成注册担保限公司样
(b) 属担保限公司外限公司条例适该公司适方式犹该公司根条例组成注册股份限公司样
(c) 属限公司外公司条例适该公司适方式犹该公司根条例组成注册限公司样
(2) 条例应原公司目条例中提述注册日期处须理解关公司根旧公司条例注册日期
17 Application to existing company
(1) This Ordinance applies to an existing company in the same manner as if—
(a) in the case of a company limited by guarantee the company had been formed and registered under this Ordinance as a company limited by guarantee
(b) in the case of a limited company other than a company limited by guarantee the company had been formed and registered under this Ordinance as a company limited by shares or
(c) in the case of a company other than a limited company the company had been formed and registered under this Ordinance as an unlimited company
(2) For the purpose of applying this Ordinance to an existing company a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered under a former Companies Ordinance
18 旧公司条例注册限公司限公司适
(1) 条例适1911年公司条例#(1911年第58号)第58条前身条例注册限公司限公司适方式条例适根条例注册限公司限公司
(2) 条例应第(1)款述公司目条例中提述注册日期处须理解关公司1911年公司条例#(1911年第58号)第58条前身条例注册日期
_____________________
编辑附注：
# 1911年公司条例Companies Ordinance 1911译名
18 Application to unlimited company registered in pursuance of former Companies Ordinance as limited company
(1) This Ordinance applies to an unlimited company registered as a limited company in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 (58 of 1911) in the same manner as it applies to an unlimited company registered under this Ordinance as a limited company
(2) For the purpose of applying this Ordinance to a company mentioned in subsection (1) a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 (58 of 1911)
19 根旧公司条例注册非根该条例组成公司适
(1) 条例适根旧公司条例注册非根该条例组成公司适方式条例适根第17部注册合资格公司
(2) 条例应第(1)款述公司目条例中提述注册日期处须理解关公司根旧公司条例注册日期
___________
19 Application to company registered but not formed under former Companies Ordinance
(1) This Ordinance applies to a company registered but not formed under a former Companies Ordinance in the same manner as it applies to an eligible company registered under Part 17
(2) For the purpose of applying this Ordinance to a company mentioned in subsection (1) a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered under the former Companies Ordinance
___________
第2部
Part 2
公司注册处处长公司登记册
(格式变更——2013年第1号编辑修订纪录)
Registrar of Companies and Companies Register
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
20 释义
(1) 部中 ——
公司 (company)包括 ——
(a) 根第777(1)条注册非香港公司
(b) 第16部生效日期前时间根前身条例第333AA条备存登记册注册公司
文件 (document)包括采电子形式形式文件
印形式 (in hard copy form)指纸张形式够供阅读相类形式
电子形式 (in electronic form)指电子纪录形式
电子签署 (electronic signature)具电子交易条例(第553章)第2(1)条予该词涵义
数码签署 (digital signature)具电子交易条例(第553章)第2(1)条予该词涵义
(2) 部中提述交付文件包括送交提供递交交出该文件
20 Interpretation
(1) In this Part—
company (公司) includes—
(a) a nonHong Kong company registered under section 777(1) or
(b) a company that was at any time before the commencement date of Part 16 registered in the register kept under section 333AA of the predecessor Ordinance
digital signature (数码签署) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap 553)
document (文件) includes a document in electronic form or any other form
electronic signature (电子签署) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap 553)
in electronic form (电子形式) means in the form of an electronic record
in hard copy form (印形式) means in a paper form or similar form capable of being read
(2) In this Part a reference to delivering a document includes sending supplying forwarding or producing it
第2分部 —— 公司注册处处长
Division 2—Registrar of Companies
21 处长职位
(1) 行政长官委担公司注册处处长
(2) 行政长官施行条例委员
(3) 根条例公司注册须行政长官指定方设立办事处
(4) 行政长官指示制备印章认证执行处长职需执行处长职关文件
21 Office of Registrar
(1) The Chief Executive may appoint a person to be the Registrar of Companies
(2) The Chief Executive may appoint other officers for the purposes of this Ordinance
(3) For the purpose of the registration of companies under this Ordinance an office is to be established at a place designated by the Chief Executive
(4) The Chief Executive may direct a seal to be prepared for the authentication of documents required for or connected with the performance of the Registrar’s functions
22 处长职
处长职条例条例赋予处长职根条例条例赋予处长职
22 Registrar’s functions
The Registrar’s functions are those conferred on the Registrar by or under this Ordinance or any other Ordinance
23 处长指明格式
(1) 处长指明施行条例需文件格式
(2) 第(1)款适 ——
(a) 格式条例订明文件
(b) 格式根条例订立规例订明文件
(3) 根第(1)款指明某文件格式时处长该文件指明款格式供选择情况
23 Registrar may specify form
(1) The Registrar may specify the form of any document required for the purposes of this Ordinance
(2) Subsection (1) does not apply to a document—
(a) the form of which is prescribed by this Ordinance or
(b) the form of which is or may be prescribed by regulations made under this Ordinance
(3) In specifying the form of a document under subsection (1) the Registrar may specify more than one form of the document whether as alternatives or to provide for different circumstances
24 处长发出指引
(1) 处长发出指引 ——
(a) 示明处长拟种方式执行职行权力
(b) 条例条文实施提供指引
(2) 处长须 ——
(a) 适合令受述指引影响知悉该等指引方式发布
(b) 公众提供述指引文该等文采印形式电子形式
(3) 根条发出指引附属法例
(4) 处长修订撤销述指引第(2) (3) 款适指引修订撤销该等条文适该等指引
(5) 会仅身违反述指引招致民事刑事法律责法律程序中法院信纳某指引攸关某项受争议事宜裁定 ——
(a) 该法律程序中该指引接纳证
(b) 关该违反没违反该指引证明该法律程序方赖作确立否定该事宜证明
24 Registrar may issue guidelines
(1) The Registrar may issue guidelines—
(a) indicating the manner in which the Registrar proposes to perform any function or exercise any power or
(b) providing guidance on the operation of any provision of this Ordinance
(2) The Registrar—
(a) must publish the guidelines in a manner appropriate to bring them to the notice of persons affected by them and
(b) must make copies of the guidelines available to the public (in hard copy form or electronic form)
(3) Guidelines issued under this section are not subsidiary legislation
(4) The Registrar may amend or revoke any of the guidelines Subsections (2) and (3) apply to an amendment or revocation of guidelines in the same way as they apply to the guidelines
(5) A person does not incur any civil or criminal liability only because the person has contravened any of the guidelines If in any legal proceedings the court is satisfied that a guideline is relevant to determining a matter that is in issue—
(a) the guideline is admissible in evidence in the proceedings and
(b) proof that the person contravened or did not contravene the guideline may be relied on by any party to the proceedings as tending to establish or negate the matter
25 处长认证文件等
(1) 条例规定某文件须处长签署须印处长签署处长藉认合适方式认证该文件
(2) 根条例条例某事情获批准处长核证处长藉认合适方式核证该事情
25 Registrar may authenticate document etc
(1) If a document is required by this Ordinance to be signed by the Registrar or to bear the Registrar’s printed signature the Registrar may authenticate it in any manner that the Registrar thinks fit
(2) If anything is authorized to be certified by the Registrar under this Ordinance or any other Ordinance the Registrar may certify it in any manner that the Registrar thinks fit
26 须处长缴付费
(1) 财政司司长订立规例规定事宜处长缴付费 ——
(a) 执行处长职
(b) 附带执行处长职目执行处长职关目处长提供服务设施
(2) 述规例 ——
(a) 订定须该等规例指定须根该等规例厘定费款额
(b) 订定情况须相事宜缴付费
(c) 指明时缴付费
(3) 处长 ——
(a) 财政司司长批准厘定情况执行职提供服务设施征收费 ——
(i) 述规例没执行该职提供该服务设施订定费
(ii) 该职服务设施该等规例订定费情况外情况执行提供
(b) 征收该费
(4) 处长收费须拨作政府般收入营运基金条例( 第430章)第5条规定该费须付公司注册处营运基金属例外
26 Fees payable to Registrar
(1) The Financial Secretary may make regulations to require payment to the Registrar of fees in respect of—
(a) the performance of any of the Registrar’s functions or
(b) the provision by the Registrar of services or facilities for purposes incidental to or otherwise connected with the performance of any of the Registrar’s functions
(2) The regulations may—
(a) provide for the amount of the fees to be fixed by or determined under the regulations
(b) provide for different fees to be payable in respect of the same matter in different circumstances and
(c) specify when and how fees are to be paid
(3) The Registrar—
(a) may subject to the approval of the Financial Secretary determine what fees are chargeable in respect of the performance of functions or the provision of services or facilities—
(i) for which fees are not provided for by the regulations or
(ii) in circumstances other than those for which fees are provided by the regulations and
(b) may charge such fees
(4) Fees received by the Registrar must be paid into the general revenue unless the fees are required by section 5 of the Trading Funds Ordinance (Cap 430) to be paid into the Companies Registry Trading Fund
第3分部 —— 公司登记册
Division 3—Companies Register
27 处长须备存关公司纪录
(1) 处长须备存资料纪录 ——
(a) 处长交付登记处长决定根部登记份文件载资料
(b) 处长根条例发出份证明书载资料
(c) 处长根公司( 清盘杂项条文)条例(第32章)第38D342C条登记份招股章程载资料
(2) 紧接条生效日期前根前身条例公司登记册目备存纪录须处长继续备存
#(3) 施行第(1)(2)款处长须记录指明址作公司董事备董事公司秘书通讯址 ——
(a) 原公司
(b) 属第20(1)条公司定义(a)段指附表11第132条根第777(1)条注册公司
(c) 属第20(1)条公司定义(b)段指公司
#(4) 根第(3)款记录指明址作公司董事备董事公司秘书通讯址处长须址更新该通讯址记项 ——
(a) 该公司注册办事处址更改通知载该公司新注册办事处址该通知须 ——
(i) 根第658(3)条前身条例第92(3)条送交
(ii) 获处长根部登记
(b) 更改该公司香港营业点址申报表载该公司香港新营业点址该申报表须 ——
(i) 根第791(1)条前身条例第335(1)(d)条交付
(ii) 获处长根部登记
#(5) 关公司董事备董事公司秘书 ——
(a) 关更改该通讯址通知申报表根第645(4)652(2)791(1)条交付
(b) 该通知申报表获处长根部登记
第(4)款适
#(6) 第(3)款言址符合说明关公司董事备董事公司秘书言指明址 ——
(a) 紧接条生效日期前该址根前身条例公司登记册显示该公司注册办事处址该公司香港营业点址
(b) 该址作该公司注册办事处址载法团成立表格该表格须 ——
(i) 第3部第1分部生效日期@前根前身条例第15(1)条交付处长注册
(ii) 该生效日期@日根前身条例第16(1)条注册
(c) 该址作该公司香港营业点址载某注册申请该申请须第16部第2分部生效日期＠前根前身条例第333条交付处长关注册根第777(1)条进行
_____________________
编辑附注：
# 第27(3)(4)(5)(6)条(该条董事备董事关范围)尚未实施
@ 生效日期：2014年3月3日
27 Registrar must keep records of companies
(1) The Registrar must keep records of—
(a) the information contained in every document that is delivered to the Registrar for registration and that the Registrar decides to register under this Part
(b) the information contained in every certificate that is issued by the Registrar under this Ordinance and
(c) the information contained in every prospectus registered by the Registrar under section 38D or 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(2) The Registrar must continue to keep the records that were immediately before the commencement date of this section kept for the purpose of a register of companies under the predecessor Ordinance
#(3) For the purposes of subsections (1) and (2) the Registrar must record the specified address as the correspondence address of a director reserve director or company secretary of the following company—
(a) an existing company
(b) a company falling within paragraph (a) of the definition of company in section 20(1) that is registered under section 777(1) by virtue of section 132 of Schedule 11 or
(c) a company falling within paragraph (b) of the definition of company in section 20(1)
#(4) After the specified address is recorded under subsection (3) as the correspondence address of a director reserve director or company secretary of a company the Registrar must update the entry of such correspondence address with—
(a) the latest address of the company’s registered office contained in a notice of change of address of the company’s registered office—
(i) that is sent under section 92(3) of the predecessor Ordinance or section 658(3) and
(ii) that is registered by the Registrar under this Part or
(b) the latest address of the company’s principal place of business in Hong Kong contained in a return in respect of the change of address of the company’s principal place of business in Hong Kong—
(i) that is delivered under section 335(1)(d) of the predecessor Ordinance or section 791(1) and
(ii) that is registered by the Registrar under this Part
#(5) Subsection (4) does not apply if in relation to the director reserve director or company secretary of a company—
(a) a notice or return is delivered under section 645(4) 652(2) or 791(1) in respect of a change of the person’s correspondence address and
(b) the notice or return is registered by the Registrar under this Part
#(6) For the purposes of subsection (3) an address is the specified address in relation to a director reserve director or company secretary of a company if—
(a) immediately before the commencement date of this section the address was shown on the register of companies under the predecessor Ordinance as the address of the company’s registered office or principal place of business in Hong Kong
(b) the address is contained as the address of the company’s registered office in an incorporation form—
(i) delivered before the commencement date@ of Division 1 of Part 3 to the Registrar for registration under section 15(1) of the predecessor Ordinance and
(ii) registered on or after that commencement date@ under section 16(1) of the predecessor Ordinance or
(c) the address is contained as the address of the company’s principal place of business in Hong Kong in an application for registration delivered before the commencement date＠ of Division 2 of Part 16 to the Registrar under section 333 of the predecessor Ordinance and the registration takes place under section 777(1)
_____________________
Editorial Note
# Section 27(3) (4) (5) and (6) in so far as it relates to a director or reserve director is not yet in operation
@ Commencement date 3 March 2014
28 补充第27条条文
(1) 根第27条备存纪录须关某公司资料处长决定方式该公司联系起关该公司资料均检索
(2) 施行第27(1)条备存资料纪录备存形式须均查阅该纪录载资料制作该资料文
(3) 第(1)(2)款规限施行第27(1)条备存资料纪录采处长认合适形式备存
(4) 处长备存资料纪录形式载关资料文件交付处长时采形式处长制作载关资料文件时该文件采形式非相反证明成立该纪录须推定反映该文件交付制作时载资料
(5) 处长第27(1)条目记录某文件载资料处长须视已履行法律施加处长备存登记该文件该文件存档责
28 Provisions supplementary to section 27
(1) The records kept under section 27 must be such that information relating to a company is associated with the company in a manner determined by the Registrar so as to enable all the information relating to the company to be retrieved
(2) A record of information for the purposes of section 27(1) must be kept in such form as to enable any person to inspect the information contained in the record and to make a copy of the information
(3) Subject to subsections (1) and (2) a record of information for the purposes of section 27(1) may be kept in any form that the Registrar thinks fit
(4) If the Registrar keeps a record of information in a form that differs from the form in which the document containing the information was delivered to or generated by the Registrar the record is presumed unless the contrary is proved to represent the information contained in the document as delivered or generated
(5) If the Registrar records the information contained in a document for the purposes of section 27(1) the Registrar is to be regarded as having discharged any duty imposed by law on the Registrar to keep file or register the document
29 处长须备存某文件等
(1) 根某条例交付处长登记文件言处长已第27(1)条目前身条例订公司登记册目采形式记录该文件载资料处长销毁处置该文件
(2) 处长已第27(1)条目前身条例订公司登记册目备存某文件证明书少7 年处长销毁处置该文件证明书
(3) 第48条规定处长提供某目交付处长资料公众查阅处长备存该资料纪录时间须超段处长觉该目言属合理需时间
29 Registrar not required to keep certain documents etc
(1) The Registrar may destroy or dispose of any document delivered to the Registrar for registration under an Ordinance if the information contained in the document has been recorded by the Registrar in any other form for the purposes of section 27(1) or for the purpose of a register of companies under the predecessor Ordinance
(2) If a document or certificate has been kept by the Registrar for at least 7 years for the purposes of section 27(1) or for the purpose of a register of companies under the predecessor Ordinance the Registrar may destroy or dispose of the document or certificate
(3) If the Registrar is required by section 48 not to make any information available for public inspection the Registrar is not required to keep a record of the information for any longer than appears to the Registrar to be reasonably necessary for the purpose for which the information was delivered to the Registrar
30 处长须备存公司名称索引
处长须备存份公司名称索引
30 Registrar must keep Index of Company Names
The Registrar must keep an index of the names of every company
第4分部 —— 文件登记
Division 4—Registration of Document
第1次分部 —— 导言
Subdivision 1—Preliminary
31 合求文件
(1) 分部言交付处长登记文件情况属合求文件 ——
(a) 该文件载资料阅形式复制
(b) 该文件非采英文非采中文没附份该文件英文中文核证译
(c) 根第32条该文件指明规定获符合
(d) 该文件根第33条订立协议根第34条订立规例交付
(e) 该文件根关条例适规定交付该等规定获符合
(f) 该文件没附须登记缴付费
(g) 该文件该文件签署附该文件数码签署电子签署 ——
(i) 完整正确
(ii) 已更改该项更改恰授权
(h) 该文件载资料 ——
(i) 相抵触
(ii) 公司登记册资料交付处长份文件载资料相抵触
(i) 该文件载资料源 ——
(i) 效效力事情
(ii) 没公司授权作出事情
(j) 该文件载违法事宜
(2) 条中 ——
适规定 (applicable requirements)文件言指关方面规定 ——
(a) 该文件容
(b) 该文件形式
(c) 认证该文件
(d) 交付该文件方式
31 Unsatisfactory document
(1) For the purposes of this Division a document delivered to the Registrar for registration is unsatisfactory if—
(a) the information contained in the document is not capable of being reproduced in legible form
(b) in the case of a document that is neither in English nor in Chinese it is not accompanied by a certified translation of it in English or Chinese
(c) the requirements specified in relation to the document under section 32 are not complied with
(d) the document is not delivered in accordance with an agreement made under section 33 and any regulations made under section 34 in relation to it
(e) the applicable requirements of the Ordinance under which the document is delivered are not complied with
(f) the document is not accompanied by the fee payable for the registration
(g) the document or any signature on or any digital or electronic signature accompanying the document—
(i) is incomplete or incorrect or
(ii) is altered without proper authority
(h) the information contained in the document—
(i) is internally inconsistent or
(ii) is inconsistent with other information on the Companies Register or other information contained in another document delivered to the Registrar
(i) the information contained in the document derives from anything that—
(i) is invalid or ineffective or
(ii) has been done without the company’s authority or
(j) the document contains matters contrary to law
(2) In this section—
applicable requirements (适规定) in relation to a document means the requirements as regards—
(a) the contents of the document
(b) the form of the document
(c) the authentication of the document and
(d) the manner of delivery of the document
32 处长第31(1) 条指明规定
(1) 处长根某条例须交付获批准交付处长文件 ——
(a) 指明规定处长制作该文件文影纪录备存该文件载资料纪录
(b) 指明关认证该文件规定
(c) 指明关交付该文件方式规定
(2) 文件根第41(3)条获批准交付处长登记更正某项错误处长该文件指明关方面规定 ——
(a) 某形式方式交付该文件该文件载该项错误文件联系起
(b) 识载该项错误文件
(3) 施行第(1)(2)款处长文件类文件情况指明规定
(4) 施行第(1)(b)款处长 ——
(a) 规定关文件须特定属特定类认证
(b) 指明认证方法
(c) 规定关文件须载附该文件关公司名称注册编号载附两者
(5) 施行第(1)(c)款处长 ——
(a) 规定关文件须采印形式电子形式形式
(b) 规定关文件须邮递方式方式交付
(c) 指明关关文件须交付址规定
(d) (属须电子方式交付文件)指明关须硬件软件技术规格规定
(6) 条赋权处长 ——
(a) 规定文件须电子方式交付处长
(b) 指明某条例方面订明规定相抵触规定 ——
(i) 认证关文件
(ii) 处长交付关文件方式
(7) 根条指明规定附属法例
32 Registrar may specify requirements (for section 31(1))
(1) The Registrar may in relation to any document required or authorized to be delivered to the Registrar under an Ordinance—
(a) specify requirements for the purpose of enabling the Registrar to make copies or image records of the document and to keep records of the information contained in it
(b) specify requirements as to the authentication of the document and
(c) specify requirements as to the manner of delivery of the document
(2) The Registrar may in relation to any document authorized to be delivered to the Registrar for registration under section 41(3) for the purpose of rectification of an error specify requirements as to—
(a) the delivery of the document in a form and manner enabling it to be associated with the document containing the error and
(b) the identification of the document containing the error
(3) For the purposes of subsections (1) and (2) the Registrar may specify different requirements for different documents or classes of documents or for different circumstances
(4) For the purposes of subsection (1)(b) the Registrar may—
(a) require the document to be authenticated by a particular person or a person of a particular description
(b) specify the means of authentication and
(c) require the document to contain or to be accompanied by the name or registration number or both of the company to which it relates
(5) For the purposes of subsection (1)(c) the Registrar may—
(a) require the document to be in hard copy form electronic form or any other form
(b) require the document to be delivered by post or any other means
(c) specify requirements as to the address to which the document is to be delivered and
(d) in the case of a document to be delivered by electronic means specify requirements as to the hardware and software to be used and the technical specifications
(6) This section does not empower the Registrar—
(a) to require a document to be delivered to the Registrar by electronic means or
(b) to specify any requirement that is inconsistent with any requirement prescribed by an Ordinance as to—
(i) the authentication of the document and
(ii) the manner of delivery of the document to the Registrar
(7) Requirements specified under this section are not subsidiary legislation
33 处长第31(1)条意电子方式交付
(1) 处长公司订立容协议：规定关该公司文件类文件根某条例须交付获批准交付处长该文件该类文件 ——
(a) 会电子方式交付(该协议订明例外情况外)
(b) 会符合 ——
(i) 该协议指明规定
(ii) 处长该协议指明规定
(2) 公司订立协议规定关该公司文件类文件根某条例须处长交付获批准处长交付该公司该文件该类文件会电子方式交付
(3) 处长指明协议标准格式该格式程度
(4) 条赋权处长订立根第34条订立规例相抵触协议
33 Registrar may agree to delivery by electronic means (for section 31(1))
(1) The Registrar may enter into an agreement with a company to provide that any document or any class of document that relates to the company and is required or authorized to be delivered to the Registrar under an Ordinance—
(a) will be delivered by electronic means except as provided for in the agreement and
(b) will conform to the requirements—
(i) specified in the agreement or
(ii) specified by the Registrar in accordance with the agreement
(2) An agreement with a company may also provide that any document or any class of document that relates to the company and is required or authorized to be delivered by the Registrar to it under an Ordinance will be delivered by electronic means
(3) The Registrar may specify a standard form for an agreement and the extent to which the form is to be used
(4) This section does not empower the Registrar to make any agreement that is inconsistent with regulations made under section 34
34 财政司司长第31(1)条订立规例规定须电子方式交付
(1) 财政司司长订立规例规定根某条例须交付获批准交付处长文件须电子方式交付
(2) 述规例须立法会批准
34 Financial Secretary may make regulations requiring delivery by electronic means (for section 31(1))
(1) The Financial Secretary may make regulations requiring any document required or authorized to be delivered to the Registrar under an Ordinance to be delivered by electronic means
(2) The regulations are subject to the approval of the Legislative Council
第2次分部 —— 处长拒绝接受登记文件权力
Subdivision 2—Registrar’s Powers to Refuse to Accept and to Register Document
35 处长拒绝接受登记文件
(1) 处长认根条例交付处长登记文件合求处长 ——
(a) 拒绝接受该文件
(b) 接受该文件行第(3)(4)款指明权力
(2) 第(1)款适公司( 清盘杂项条文)条例(第32章)第2(1)条界定招股章程
(3) 处长拒绝登记关文件该文件发予交付登记
(4) 处长指出 ——
(a) 须适修订完成该文件连需连补充文件交付登记
(b) 须交付新文件作登记取代该文件
(5) 处长 ——
(a) 根第(1)(a) 款拒绝接受某文件
(b) 没收某文件
(c) 根第(3) 款拒绝登记某文件
该文件须视遵关条例中规定该文件批准该文件交付处长条文交付处长
35 Registrar may refuse to accept or register document
(1) If the Registrar is of the opinion that a document delivered to him or her for registration under an Ordinance is unsatisfactory the Registrar—
(a) may refuse to accept the document or
(b) may after having accepted the document exercise the powers specified in subsection (3) or (4)
(2) Subsection (1) does not apply to a prospectus as defined by section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(3) The Registrar may refuse to register the document and return the document to the person who delivered it for registration
(4) The Registrar may also advise that—
(a) the document be appropriately amended or completed and be redelivered for registration with or without a supplementary document or
(b) a fresh document be delivered for registration in its place
(5) If the Registrar—
(a) refuses to accept a document under subsection (1)(a)
(b) has not received a document or
(c) refuses to register a document under subsection (3)
the document is to be regarded as not having been delivered to the Registrar in satisfaction of the provision of the Ordinance that requires or authorizes the document to be delivered to the Registrar
36 处长等进步详情时暂缓登记文件等
决定否某文件行第35(3)(4)条指明权力处长 ——
(a) 等候根(b)段作出求获遵时暂缓登记该文件
(b) 求根关条例须该文件获批准该文件交付处长登记处长指明限期作出事情 ——
(i) 交出处长认处长决定该文件否合求问题属必需文件资料证
(ii) 适修订完成该文件连需连补充文件交付登记
(iii) 法院申请求作出处长认必需命令指示努力进行该申请
(iv) 遵处长指示
36 Registrar may withhold registration of document pending further particulars etc
For the purpose of determining whether the powers specified in section 35(3) and (4) are exercisable in relation to a document the Registrar may—
(a) withhold the registration of the document pending compliance with the request under paragraph (b) and
(b) request the person who is required or authorized to deliver the document to the Registrar for registration under the Ordinance to do any or all of the following within a period specified by the Registrar—
(i) to produce any other document information or evidence that in the Registrar’s opinion is necessary for the Registrar to determine the question as to whether the document is unsatisfactory
(ii) to appropriately amend or complete the document and redeliver it for registration with or without a supplementary document
(iii) to apply to the court for any order or direction that the Registrar thinks necessary and to conduct the application diligently
(iv) to comply with other directions of the Registrar
37 针处长拒绝登记决定提出诉
(1) 处长根第35(3)条作出拒绝登记某文件决定该决定感受屈该决定作出42日针该决定原讼法庭提出诉
(2) 原讼法庭作出认合适命令包括关讼费命令
(3) 原讼法庭根第(2)款针处长作出关讼费命令该讼费须政府般收入支付处长须该讼费承担法律责
37 Appeal against Registrar’s decision to refuse registration
(1) If a person is aggrieved by a decision of the Registrar to refuse to register a document under section 35(3) the person may within 42 days after the decision appeal to the Court against the decision
(2) The Court may make any order that it thinks fit including an order as to costs
(3) If the Court makes an order as to costs against the Registrar under subsection (2) the costs are payable out of the general revenue and the Registrar is not personally liable for the costs
38 计算没处长交付文件须付日罚款时某段期间须予理会
(1) 情况条适 ——
(a) 文件根某条例交付处长登记
(b) 处长根第35(3)条拒绝登记该文件
(2) 处长须述送交份关拒绝登记关文件拒绝理通知 ——
(a) 根关条例须该文件交付处长登记规定送交该等士中
(b) 代该受规定该文件交付处长登记送交该
(3) 根条例没遵守求交付文件规定属罪行该条例关罪行持续期间日施加罚款处长根第(2)款该文件某送交通知根该条例计算日罚款目第(4)款指明期间须予理会
(4) 述期间指关文件交付处长日期开始根第(2)款送交关通知日期第14 日终结期间
38 Certain period to be disregarded for calculating daily penalty for failure to deliver document to Registrar
(1) This section applies if—
(a) a document is delivered to the Registrar for registration under an Ordinance and
(b) the Registrar refuses to register the document under section 35(3)
(2) The Registrar must send a notice of the refusal and the reasons for the refusal to—
(a) the person who is required to deliver the document to the Registrar for registration under the Ordinance or if there is more than one person who is so required any of those persons or
(b) if another person delivers on behalf of the person so required the document to the Registrar for registration that other person
(3) If a notice is sent to a person under subsection (2) with respect to a document the period specified in subsection (4) is to be disregarded for the purpose of calculating the daily penalty under an Ordinance that makes it an offence for failing to comply with a requirement to deliver the document and that imposes a penalty for each day during which the offence continues
(4) The period is one beginning on the date on which the document was delivered to the Registrar and ending with the fourteenth day after the date on which the notice is sent under subsection (2)
第5分部 —— 处长备存公司登记册方面权力
Division 5—Registrar’s Powers in relation to Keeping Companies Register
39 处长规定公司解决公司登记册相抵触处
(1) 处长觉处长某公司登记文件载资料公司登记册关该公司资料相抵触处长该公司予通知 ——
(a) 述明该文件载资料方面似公司登记册资料相抵触
(b) 规定该公司采取步骤解决该抵触处
(2) 施行第(1)(b)款处长规定关公司述通知指明限期处长交付 ——
(a) 解决述抵触处需资料
(b) 事宜证：该公司已原讼法庭展开法律程序解决述抵触处该公司已努力进行该法律程序
(3) 公司没遵根第(1)(b)款作出规定该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 某没遵某规定控犯第(3)款订罪行确立该已采取切合理步骤确保该项规定获遵属免责辩护
39 Registrar may require company to resolve inconsistency with Companies Register
(1) If it appears to the Registrar that the information contained in a document registered by the Registrar in respect of a company is inconsistent with other information relating to the company on the Companies Register the Registrar may give notice to the company—
(a) stating in what respect the information contained in the document appears to be inconsistent with other information on the Companies Register and
(b) requiring the company to take steps to resolve the inconsistency
(2) For the purposes of subsection (1)(b) the Registrar may require the company to deliver to the Registrar within the period specified in the notice—
(a) information required to resolve the inconsistency or
(b) evidence that proceedings have been commenced by the company in the Court for the purpose of resolving the inconsistency and that the proceedings are being conducted diligently
(3) If a company fails to comply with a requirement under subsection (1)(b) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If a person is charged with an offence under subsection (3) for failure to comply with a requirement it is a defence to establish that the person took all reasonable steps to secure compliance with the requirement
40 处长规定提供进步资料作更新等
(1) 确保某公司登记册资料准确更新某公司登记册资料处长该送交份通知规定该处长指明限期处长提供关该资料该等资料须属载入公司登记册类资料
(2) 某没遵根第(1)款作出规定 ——
(a) 该公司该公司名责均属犯罪
(b) 该公司该属犯罪
(3) 犯第(2)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 某没遵某规定控犯第(2)款订罪行确立该已采取切合理步骤确保该项规定获遵属免责辩护
40 Registrar may require further information for updating etc
(1) For the purpose of ensuring that a person’s information on the Companies Register is accurate or bringing the information up to date the Registrar may send a notice to the person requiring the person to give the Registrar within a period specified by the Registrar any information about the person being information of the kind that is included on the Companies Register
(2) If a person fails to comply with a requirement under subsection (1)—
(a) where the person is a company the company and every responsible person of the company commit an offence or
(b) where the person is not a company the person commits an offence
(3) A person who commits an offence under subsection (2) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If a person is charged with an offence under subsection (2) for failure to comply with a requirement it is a defence to establish that the person took all reasonable steps to secure compliance with the requirement
41 处长更正公司登记册排印文书方面错误
(1) 公司登记册资料载排印文书方面错误处长动更正该错误
(2) 公司登记册关某公司资料载排印文书方面错误处长应该公司提出申请更正该错误
(3) 项第(2)款目提出申请份显示关更正文件交付处长登记处长登记该文件藉更正关错误
41 Registrar may rectify typographical or clerical error in Companies Register
(1) The Registrar may on his or her own initiative rectify a typographical or clerical error contained in any information on the Companies Register
(2) The Registrar may on application by a company rectify a typographical or clerical error contained in any information relating to the company on the Companies Register
(3) If in relation to an application for the purposes of subsection (2) a document showing the rectification is delivered to the Registrar for registration the Registrar may rectify the error by registering the document
42 处长须应原讼法庭命令更正公司登记册资料
(1) 提出申请原讼法庭信纳 ——
(a) 公司登记册资料源 ——
(i) 效效力事情
(ii) 没公司授权作出事情
(b) 公司登记册资料 ——
(i) 事实方面准确处
(ii) 源事实方面准确处事情源伪造事情
原讼法庭应关申请藉命令指示处长更正该资料公司登记册删该资料
(2) 项第(1)款目提出申请份显示关更正文件送交原讼法庭存档原讼法庭规定处长登记该文件藉更正关资料
(3) 原讼法庭根条例根条例条文获明确赋权处理更正公司登记册关资料公司登记册删关资料事宜条适
(4) 非原讼法庭信纳公司登记册某资料言 ——
(a) 显示关更正文件已获登记该资料继续公司登记册出现会关公司造成重损害
(b) 该公司删该资料利益该资料继续公司登记册出现利益
否原讼法庭根第(1)款命令公司登记册删该资料
(5) 原讼法庭根第(1)款作出命令饬令更正公司登记册资料公司登记册删资料原讼法庭该资料公司登记册出现须获赋予法律效力(话)作出原讼法庭觉公正相应命令
(6) 原讼法庭根第(1)款作出命令饬令公司登记册删资料原讼法庭指示 ——
(a) 须公司登记册删根第44(1)条该资料作出注明
(b) 该命令作公司登记册部分提供予公众查阅
(c) 事宜 ——
(i) 该命令根第44(1)条作出注明
(ii) 根第44(1)条作出注明须限提供关原讼法庭指明事宜资料
(7) 非原讼法庭信纳 ——
(a) 事项关公司造成损害 ——
(i) 关注明项受限制注明(视属情况定)公司登记册出现
(ii) 关命令公众查阅
(b) 该公司披露利益披露利益
否原讼法庭根第(6)款作出指示
(8) 原讼法庭根条作出命令提出关申请须该命令正式文交付处长登记
42 Registrar must rectify information on Companies Register on order of Court
(1) The Court may on application by any person by order direct the Registrar to rectify any information on the Companies Register or to remove any information from it if the Court is satisfied that—
(a) the information derives from anything that—
(i) is invalid or ineffective or
(ii) has been done without the company’s authority or
(b) the information—
(i) is factually inaccurate or
(ii) derives from anything that is factually inaccurate or forged
(2) If in relation to an application for the purposes of subsection (1) a document showing the rectification is filed with the Court the Court may require the Registrar to rectify the information by registering the document
(3) This section does not apply if the Court is specifically empowered under any other Ordinance or any other provision of this Ordinance to deal with the rectification of the information on or the removal of the information from the Companies Register
(4) The Court must not order the removal of any information from the Companies Register under subsection (1) unless it is satisfied that—
(a) even if a document showing the rectification in question is registered the continuing presence of the information on the Companies Register will cause material damage to the company and
(b) the company’s interest in removing the information outweighs the interest of other persons in the information continuing to appear on the Companies Register
(5) If the Court makes an order for the rectification of any information on or the removal of any information from the Companies Register under subsection (1) the Court may make any consequential order that appears to it to be just with respect to the legal effect (if any) to be accorded to the information by virtue of its having appeared on the Companies Register
(6) If the Court makes an order for the removal of any information from the Companies Register under subsection (1) it may direct—
(a) that a note made under section 44(1) in relation to the information is to be removed from the Companies Register
(b) that the order is not to be made available for public inspection as part of the Companies Register and
(c) that—
(i) no note is to be made under section 44(1) as a result of the order or
(ii) any such note is to be restricted to providing information in relation to the matters specified by the Court
(7) The Court must not give a direction under subsection (6) unless it is satisfied that—
(a) any of the following may cause damage to the company—
(i) the presence on the Companies Register of the note or an unrestricted note (as the case may be)
(ii) the availability for public inspection of the order and
(b) the company’s interest in nondisclosure outweighs the interest of other persons in disclosure
(8) If the Court makes an order under this section the person who made the application must deliver an office copy of the order to the Registrar for registration
43 求作出更正法律程序中处长出庭
(1) 第42条目原讼法庭进行法律程序中 ——
(a) 处长权出庭代表代出庭权陈词
(b) 原讼法庭指示处长出庭处长须出庭
(2) 述法律程序中处长否出庭处长均原讼法庭呈交处长签署书面陈述提供攸关该法律程序处长知悉事宜详情
(3) 非原讼法庭指示否根第(2)款呈交陈述须视构成关法律程序证部分
43 Registrar may appear in proceedings for rectification
(1) In any proceedings before the Court for the purposes of section 42 the Registrar—
(a) is entitled to appear or be represented and be heard and
(b) must appear if so directed by the Court
(2) Whether or not the Registrar appears in those proceedings the Registrar may submit to the Court a statement in writing signed by the Registrar giving particulars of the matters relevant to the proceedings and within the Registrar’s knowledge
(3) Unless otherwise directed by the Court a statement submitted under subsection (2) is to be regarded as forming part of the evidence in the proceedings
44 处长公司登记册加注释
(1) 处长事宜提供资料公司登记册作出注明 ——
(a) 根第41条更正公司登记册资料载错误
(b) 根第42条更正公司登记册资料
(c) 根第42条公司登记册删资料
(d) 公司登记册资料
(2) 条例言根第(1)款作出注明属公司登记册部分
(3) 处长信纳某注明处删该注明
44 Registrar may annotate Companies Register
(1) The Registrar may make a note in the Companies Register for the purpose of providing information in relation to—
(a) a rectification of an error contained in any information on the Companies Register under section 41
(b) a rectification of any information on the Companies Register under section 42
(c) a removal of any information from the Companies Register under section 42 or
(d) any other information on the Companies Register
(2) For the purposes of this Ordinance a note made under subsection (1) is part of the Companies Register
(3) The Registrar may remove a note if the Registrar is satisfied that it no longer serves any useful purpose
第6分部 —— 查阅公司登记册
Division 6—Inspection of Companies Register
45 处长须提供公司登记册公众查阅
(1) 处长须提供公司登记册公众合理时间查阅公众士 ——
(a) 确定该公众士否正 ——
(i) 款适某公司作事宜述公司作关连事宜该公司董事高级员
(ii) 理述公司财产事宜理述公司财产关连事宜该公司董事高级员
(iii) 法院作出取消资格令针
(iv) 已承身分述公司财产行权
(v) 述公司清盘中获委时清盘清盘
(vi) 获委述公司财产接理
(b) 确定该公司董事高级员前董事(话)详情(a)(iv)(v)(vi)段述详情
(2) 第(1)款适 ——
(a) 属第20(1)条公司定义指公司
(b) 公司(清盘杂项条文)条例(第32章)第326条界定非注册公司
(3) 施行第(1)款处长须收须根第26条订立规例缴付费容许某处长认合适形式查阅公司登记册资料
(4) 施行第(1)款处长收须根第26条订立规例缴付费处长认合适形式某交出公司登记册文件资料文核证真实副限该文件资料提供予公众查阅范围方交出该文核证真实副
(5) 条中 ——
取消资格令 (disqualification order)某言指容命令：该命令日期起计段该命令中指明期间该未法院许 ——
(a) 担第(1)款适公司董事清盘时清盘
(b) 担述公司财产接理
(c) 直接间接方式关涉参述公司发起组成理
45 Registrar must make Companies Register available for public inspection
(1) The Registrar must make the Companies Register available for public inspection at all reasonable times so as to enable any member of the public—
(a) to ascertain whether the member of the public is dealing with—
(i) a company to which this subsection applies or its directors or other officers in matters of or connected with any act of the company
(ii) a director or other officers of such a company in matters of or connected with the administration of the company or of its property
(iii) a person against whom a disqualification order has been made by a court
(iv) a person who has entered into possession of the property of such a company as mortgagee
(v) a person who is appointed as the provisional liquidator or liquidator in the winding up of such a company or
(vi) a person who is appointed as the receiver or manager of the property of such a company and
(b) to ascertain the particulars of the company its directors or other officers or its former directors (if any) or the particulars of any person mentioned in paragraph (a)(iv) (v) or (vi)
(2) Subsection (1) applies to—
(a) a company falling within the definition of company in section 20(1) and
(b) an unregistered company as defined by section 326 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(3) For the purposes of subsection (1) the Registrar must on receiving the fee payable under the regulations made under section 26 allow a person to inspect any information on the Companies Register in any form that the Registrar thinks fit
(4) For the purposes of subsection (1) the Registrar may on receiving the fee payable under the regulations made under section 26 produce to a person a copy or a certified true copy of any document or information on the Companies Register in so far as the document or information may be made available for public inspection in any form that the Registrar thinks fit
(5) In this section—
disqualification order (取消资格令) in relation to a person means an order that for a period specified in the order beginning on the date of the order the person must not without the leave of the court—
(a) be a director or a liquidator or provisional liquidator of any company to which subsection (1) applies
(b) be a receiver or manager of the property of such a company or
(c) in any way whether directly or indirectly be concerned or take part in the promotion formation or management of such a company
46 处长核证真实副接纳证
法律程序中 ——
(a) 某文件根第45(4)条交出资料文处长核证该资料真实副该文件交出接纳证需加证明
(b) 没相反证情况该文件根(a)段接纳证该资料证明
46 Registrar’s certified true copy admissible as evidence
In any proceedings—
(a) a document purporting to be a copy of any information produced under section 45(4) and purporting to be certified by the Registrar as a true copy of the information is admissible in evidence on its production without further proof and
(b) on being admitted in evidence under paragraph (a) the document is proof of the information in the absence of evidence to the contrary
第7分部 —— 公司登记册公众查阅资料
Division 7—Materials in Companies Register Unavailable for Public Inspection
第1次分部 —— 般保护
Subdivision 1—General Protection
47 释义
(尚未实施)
次分部中 ——
提供址 (withheld address)指根第49(1)(a)条提供予公众查阅址
提供身分识号码 (withheld identification number)指根第49(1)(b)条提供予公众查阅号码
提供资料 (withheld information)指提供址提供身分识号码
47 Interpretation
(Not yet in operation)
In this Subdivision—
withheld address (提供址) means an address withheld from public inspection under section 49(1)(a)
withheld identification number (提供身分识号码) means a number withheld from public inspection under section 49(1)(b)
withheld information (提供资料) means a withheld address or a withheld identification number
48 获法律法院命令免公众查阅资料
资料属获某条例某法院命令免公众查阅资料属根某条例获免公众查阅资料处长根第45条提供该资料公众查阅
48 Information excluded from public inspection by law or court order
The Registrar must not make available for public inspection under section 45 any information excluded from public inspection by or under an Ordinance or by an order of the court
49 处长提供住址身分识号码公众查阅
(尚未实施)
(1) 处长应款目提出申请根第45 条提供资料公众查阅 ——
(a) 载款适文件申请关址该址作申请处点址载该文件
(b) 载款适文件号码该号码作申请身分证护完整号码载该文件
(2) 第(1)款适条生效日期前日根条例交付处长登记文件 ——
(a) 条例
(b) 公司(清盘杂项条文)条例(第32章)
(c) 前身条例
(3) 处长根第(1)(a)款提供某址公众查阅处长须代提供载该申请作该通讯址址公众查阅
(4) 第(1)(a)款目提出申请公司董事备董事公司秘书公司前董事前备董事前公司秘书提出第(1)(b)款目提出申请提出
(5) 第56(6)条规定该条指明5年期间须董事登记册记入某址作董事通常住址通讯址该期间该址第(1)款目提出申请
(6) 第56(7)条禁止该条指明5年期间董事登记册记入某址作董事通讯址某份通知申报表述明该址作董事更改通讯址该期间该址第(1) 款目提出申请
(7) 第(1)款目提出申请须 ——
(a) 载根第(8)(a)款订立规例规定资料
(b) 附根第(8)(b)款订立规例规定文件
(c) 附根第(8)(c) 款订立规例订明费
(8) 财政司司长订立规例 ——
(a) 订定第(1)款目提出申请须载资料包括 ——
(i) 施行第(3)款规定通讯址
(ii) 处长述申请指明资料
(b) 订定述申请须附文件包括处长述申请指明文件
(c) 订明述申请须附费
(d) 处长决定述申请求提供额外文件资料权力订定条文
(9) 述规例规定施行第(3) 款规定通讯址邮政信箱号码
(10) 条中 ——
关址 (relevant address)第(1) 款目提出申请申请言指该申请申请书中指明该申请载关址文件日期通常住址
49 Registrar may withhold residential address and identification number from public inspection
(Not yet in operation)
(1) The Registrar may on application made for the purposes of this subsection withhold from public inspection under section 45—
(a) a relevant address of the applicant contained as an address of the applicant’s location in a document to which this subsection applies or
(b) a number contained as the full number of the identity card or passport of the applicant in a document to which this subsection applies
(2) Subsection (1) applies to a document delivered to the Registrar for registration under any of the following Ordinances before on or after the commencement date of this section—
(a) this Ordinance
(b) the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(c) the predecessor Ordinance
(3) If a person’s address is withheld from public inspection under subsection (1)(a) the Registrar must instead make available for public inspection an address contained in the person’s application as the person’s correspondence address
(4) An application for the purposes of subsection (1)(a) may be made only by a director reserve director or company secretary or a former director reserve director or company secretary of a company An application for the purposes of subsection (1)(b) may be made by any person
(5) If an address is required by section 56(6) to be entered in a register of directors as the usual residential address and the correspondence address of a director within a period of 5 years specified in that section an application must not be made for the purposes of subsection (1) in relation to the address during the period
(6) If an address is not prohibited by section 56(7) from being entered in a register of directors as the correspondence address of a director or from being stated in a notice or return as the changed correspondence address of a director during a period of 5 years specified in that section an application must not be made for the purposes of subsection (1) in relation to the address during the period
(7) An application for the purposes of subsection (1) must—
(a) contain the information required by regulations made under subsection (8)(a)
(b) be accompanied by the documents required by regulations made under subsection (8)(b) and
(c) be accompanied by a fee prescribed by regulations made under subsection (8)(c)
(8) The Financial Secretary may make regulations—
(a) providing for the information to be contained in an application made for the purposes of subsection (1) including—
(i) the correspondence address required for the purposes of subsection (3) and
(ii) any other information specified by the Registrar for such an application
(b) providing for the documents to accompany such an application including any document specified by the Registrar for such an application
(c) prescribing the fees to accompany such an application and
(d) providing for the powers of the Registrar to require additional documents and information to be provided to the Registrar for the purposes of determining such an application
(9) The regulations may provide that the correspondence address required for the purposes of subsection (3) must not be a post office box number
(10) In this section—
relevant address (关址) in relation to an applicant who makes an application for the purposes of subsection (1) means an address specified by the applicant in the application as a usual residential address of the applicant as at the date of the document in which the address is contained
50 披露提供资料限制
(尚未实施)
非 ——
(a) 属第51条准许者
(b) 第52条规定
否处长披露提供资料
50 Restriction on use or disclosure of withheld information
(Not yet in operation)
The Registrar must not use or disclose withheld information except—
(a) as permitted by section 51 or
(b) in accordance with section 52
51 处长获准许披露提供资料情况
(尚未实施)
(1) 处长 ——
(a) 关董事备董事公司秘书进行通讯提供址
(b) 关进行通讯提供身分识号码
(2) 处长执行职目执行职关连情况提供资料
(3) 处长应款目提出申请根第(5)(e)款订立规例指明披露提供资料述披露根第(5)款订立规例作出
(4) 第(3)款目提出申请须 ——
(a) 载根第(5)(a)款订立规例规定资料
(b) 附根第(5)(b)款订立规例规定文件
(c) 附根第(5)(c)款订立规例订明费
(5) 财政司司长订立规例 ——
(a) 订定第(3)款目提出申请须载资料包括处长述申请指明资料
(b) 订定述申请须附文件包括处长述申请指明文件
(c) 订明须第(3)款目缴付须附述申请费
(d) 处长决定述申请求提供额外文件资料权力订定条文
(e) 指明获披露提供资料士
(f) 订定什条件该等士披露提供资料包括该等士披露该等资料范围
51 Permitted use or disclosure of withheld information by Registrar
(Not yet in operation)
(1) The Registrar may use—
(a) a withheld address for communicating with the director reserve director or company secretary in question or
(b) a withheld identification number for communicating with the person in question
(2) The Registrar may use withheld information for the purpose of or in connection with the performance of the Registrar’s functions
(3) The Registrar may on application made for the purposes of this subsection disclose withheld information to a person specified by regulations made under subsection (5)(e) A disclosure may only be made in accordance with regulations made under subsection (5)
(4) An application for the purposes of subsection (3) must—
(a) contain the information required by regulations made under subsection (5)(a)
(b) be accompanied by the documents required by regulations made under subsection (5)(b) and
(c) be accompanied by a fee prescribed by regulations made under subsection (5)(c)
(5) The Financial Secretary may make regulations—
(a) providing for the information to be contained in an application made for the purposes of subsection (3) including any information specified by the Registrar for such an application
(b) providing for the documents to accompany such an application including any document specified by the Registrar for such an application
(c) prescribing the fees payable for the purposes of subsection (3) to accompany such an application
(d) providing for the powers of the Registrar to require additional documents and information to be provided to the Registrar for the purposes of determining such an application
(e) specifying the persons to whom withheld information may be disclosed and
(f) providing for the conditions in accordance with which withheld information may be disclosed to such persons including the extent to which such information may be disclosed to them
52 根原讼法庭命令作出披露
(尚未实施)
(1) 情况原讼法庭作出命令饬令处长披露提供址 ——
(a) 情况 ——
(i) 证显示文件送达第49(1)条指申请载作通讯址址起关董事备董事公司秘书知悉该文件作
(ii) 强制执行法院命令判令关连情况披露该提供址必合宜
(b) 原讼法庭信纳作出该命令适
(2) 情况原讼法庭作出命令饬令处长披露提供身分识号码 ——
(a) 强制执行法院命令判令关连情况披露该号码必合宜
(b) 原讼法庭信纳作出该命令适
(3) 第(1)(2)款指命令应士申请作出 ——
(a) 根条例公司(清盘杂项条文)条例(第32章)前身条例交付处长登记载提供资料文件关公司债权
(b) 原讼法庭觉具充分利害关系
(4) 第(1)(2)款指命令须指明授权作出披露作出什目作出
52 Disclosure under order of Court
(Not yet in operation)
(1) The Court may make an order for the disclosure by the Registrar of a withheld address—
(a) if—
(i) there is evidence that the service of documents at an address contained in an application under section 49(1) as the correspondence address is not effective to bring them to the notice of the director reserve director or company secretary in question or
(ii) it is necessary or expedient for the withheld address to be disclosed in connection with the enforcement of an order or decree of a court and
(b) if the Court is satisfied that it is appropriate to make the order
(2) The Court may make an order for the disclosure by the Registrar of a withheld identification number—
(a) if it is necessary or expedient for the number to be disclosed in connection with the enforcement of an order or decree of a court and
(b) if the Court is satisfied that it is appropriate to make the order
(3) An order under subsection (1) or (2) may be made on the application of—
(a) a creditor of the company in respect of which the document containing the withheld information is delivered to the Registrar for registration under this Ordinance the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or the predecessor Ordinance or
(b) any other person appearing to the Court to have a sufficient interest
(4) An order under subsection (1) or (2) must specify the persons to whom and purposes for which the disclosure is authorized
第2次分部 —— 载某文件住址身分识号码保护
(尚未实施)
Subdivision 2—Protection of Residential Address and Identification Number Contained in Certain Documents
(Not yet in operation)
53 释义
(尚未实施)
(1) 次分部中 ——
关通讯址 (relevant correspondence address)公司董事言指载文件中较交付处长登记份作该董事通讯址址 ——
(a) 该公司属第20(1)条公司定义(a)(b)段指公司 ——
(i) 根第67(1)(b)条该公司组成交付处长登记法团成立表格
(ii) 根第645(1)(2)条该公司董事委备董事提名交付处长登记通知
(iii) 根第645(4)条公司董事登记册载详情方面出现更改交付处长登记通知
(iv) 根第684(1)(d)条委公司董事交付处长登记通知
(v) 第807(1)条目公司注册交付申请
(b) 该公司属第20(1)条公司定义(a)(b)段指公司 ——
(i) 根第776(2)(3)条注册该公司处长提出申请
(ii) 根第791(1)条该公司董事方面出现更改交付处长登记申报表
(iii) 根第791(1)条已根第16部交付处长该公司董事详情方面出现更改交付处长登记申报表
受保护址 (protected address)第(2)(a)款规限指属第54(2)(a)条指者址
受保护身分识号码 (protected identification number)指属第54(2)(b)条指者号码
受保护资料 (protected information)指受保护址受保护身分识号码
董事 (director)包括根第455(1)条提名备董事
(2) 施行次分部 ——
(a) 假某关公司董事该址会仅属第54(2)(a)条指者址
(b) 提述董事该范围包括前董事
(3) 第(2)(b)款适第5556条中董事提述
53 Interpretation
(Not yet in operation)
(1) In this Subdivision—
director (董事) includes a person nominated as a reserve director under section 455(1)
protected address (受保护址) means subject to subsection (2)(a) an address that falls within section 54(2)(a)
protected identification number (受保护身分识号码) means a number that falls within section 54(2)(b)
protected information (受保护资料) means a protected address or a protected identification number
relevant correspondence address (关通讯址) in relation to a director of a company means the address contained as the correspondence address of the director in whichever is the most recent of the following—
(a) in the case of a company other than those falling within paragraph (a) or (b) of the definition of company in section 20(1)—
(i) an incorporation form delivered to the Registrar for registration under section 67(1)(b) in relation to the formation of the company
(ii) a notice delivered to the Registrar for registration under section 645(1) or (2) in relation to the appointment of a director or the nomination of a reserve director of the company
(iii) a notice delivered to the Registrar for registration under section 645(4) in relation to a change in the particulars contained in the register of directors of the company
(iv) a notice delivered to the Registrar for registration under section 684(1)(d) in relation to the appointment of a director of the company or
(v) an application delivered for the purposes of section 807(1) in relation to the registration of the company
(b) in the case of a company falling within paragraph (a) or (b) of the definition of company in section 20(1)—
(i) an application to the Registrar under section 776(2) or (3) for registration of the company
(ii) a return delivered to the Registrar for registration under section 791(1) in relation to a change in the directors of the company or
(iii) a return delivered to the Registrar for registration under section 791(1) in relation to a change in the particulars of the directors of the company delivered to the Registrar under Part 16
(2) For the purposes of this Subdivision—
(a) an address of a person does not cease to fall within section 54(2)(a) just because the person ceases to be a director of the company and
(b) a reference to a director includes to that extent a former director
(3) Subsection (2)(b) does not apply to a reference to a director in section 55 or 56
54 处长提供住址身分识号码公众查阅
(尚未实施)
(1) 情况第(2)款适 ——
(a) 已 ——
(i) 根条例公司(清盘杂项条文)条例(第32章)公司文件交付处长登记该文件符合关条例订明根关条例订明根关条例指明格式
(ii) 根附表11释义通条例(第1章)第23条具持续效力前身条例条文公司文件交付处长登记该文件符合根第914(6)(a)(8)(a)条指明格式
(b) 关条例规定该文件某部分须载资料该部分载资料 ——
(i) 该公司董事通常住址
(ii) 身分证护完整号码
(c) 处长第27(1)条目记录载该文件资料
(2) 处长根第45(1)条提供资料公众查阅 ——
(a) (关条例规定某文件某部分须载关公司董事通常住址)作该董事通常住址载该文件该部分址
(b) (关条例规定某文件某部分须载某身分证护完整号码)作该身分证护完整号码载该文件该部分号码
(3) 条中 ——
关条例 (relevant Ordinance)根某条例交付处长登记文件文件部分言指该条例
54 Registrar must not make residential address and identification number available for public inspection
(Not yet in operation)
(1) Subsection (2) applies if—
(a) a document—
(i) is delivered to the Registrar for registration in respect of a company under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) and is in a form prescribed by or under or specified under the relevant Ordinance or
(ii) is delivered to the Registrar for registration in respect of a company under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) and is in a form specified under section 914(6)(a) or (8)(a)
(b) any part of the document is required by the relevant Ordinance to contain and contains—
(i) the usual residential address of a director of the company or
(ii) the full number of the identity card or passport of any person and
(c) the Registrar records the information contained in the document for the purposes of section 27(1)
(2) The Registrar must not make available for public inspection under section 45(1)—
(a) an address contained as the usual residential address of a director of the company in any part of the document that is required by the relevant Ordinance to contain that usual residential address or
(b) a number contained as the full number of the identity card or passport of any person in any part of the document that is required by the relevant Ordinance to contain that full number
(3) In this section—
relevant Ordinance (关条例) in relation to a document or any part of a document means the Ordinance under which the document is delivered to the Registrar for registration
55 处长提供受保护址查阅
(尚未实施)
(1) 第54(2)(a)条规定符合条件处长第56条提供受保护址公众查阅 ——
(a) 处长已关董事发出通讯求指明限期作出回应尚未收回复
(b) 证显示处长文件送达关董事关通讯址起该董事知悉该文件作
(2) 非符合条件否处长作出第(1)款指决定 ——
(a) 处长已通知关董事关公司指处长建议根第(1)款提供关受保护址公众查阅
(b) 处长已考虑根第(3)(b)款指明限期提出申述
(3) 第(2)(a)款指通知 ——
(a) 须述明作出关建议理
(b) 须指明提供受保护址根第(1)款公众查阅前提出申述限期
(4) 第(2)(a)款指通知须址送交关董事 ——
(a) 关受保护址
(b) (处长觉通知送达该受保护址许起该董事知悉该通知作)该董事关通讯址
55 Registrar may make protected address available for inspection
(Not yet in operation)
(1) Despite section 54(2)(a) the Registrar may make a protected address available for public inspection in accordance with section 56 if—
(a) communications sent by the Registrar to the director and requiring a response within a specified period remain unanswered or
(b) there is evidence that the service of documents by the Registrar at the relevant correspondence address of the director is not effective to bring them to the notice of the director
(2) The Registrar must not make a decision under subsection (1) unless the Registrar—
(a) has notified the director and the company that he or she proposes to make the protected address available for public inspection under subsection (1) and
(b) has considered any representation made within the period specified under subsection (3)(b)
(3) A notice under subsection (2)(a)—
(a) must state the grounds for the proposal and
(b) must specify a period within which representations may be made before the protected address is made available for public inspection under subsection (1)
(4) A notice under subsection (2)(a) must be sent to the director—
(a) at the protected address or
(b) if it appears to the Registrar that service at the protected address may not be effective to bring it to the notice of the director at the relevant correspondence address of the director
56 补充第55条条文
(尚未实施)
(1) 处长根第55(1)条提供受保护址公众查阅处长须犹情况发生般进行事 ——
(a) 通知根第645(4)条交付处长登记述明关董事通讯址已改该受保护址
(b) 申报表根第791条交付处长登记述明关董事通讯址已改该受保护址
(2) 处长述般行事须发出关事书面通知予 ——
(a) 关董事
(b) 关公司
(3) 书面通知须关受保护址述明决定日期
(4) 第(2)(a)款指书面通知须址送交关董事 ——
(a) 关受保护址
(b) (处长觉通知送达该受保护址许起该董事知悉该通知作) 该董事关通讯址
(5) 公司收书面通知须董事登记册记入关受保护址作关董事通讯址
(6) 关某受保护址决定日期5年关董事通知公司该董事址作通常住址 ——
(a) 该公司须董事登记册记入该址作该董事通常住址通讯址
(b) 该公司须犹该董事通讯址已改该址情况处理第645(4)791条指通知申报表
(7) 关某受保护址决定日期5年期间 ——
(a) 公司董事登记册记入址外址作董事通讯址 ——
(i) 该受保护址
(ii) (根第55(1)条提供该受保护址公众查阅该董事作通常住址址通知该公司)通知该公司址
(b) 公司第645(4)791条指通知申报表述明关董事通讯址已改址外址 ——
(i) 该受保护址
(ii) (根第55(1)条提供该受保护址公众查阅该董事作通常住址址通知该公司)通知该公司址
(8) 第(5)(6)(a)(7)(a)款适 ——
(a) 根第777(1)条注册非香港公司
(b) 第16部生效日期前时间根前身条例第333AA条备存登记册注册公司
(9) 公司违反第(5)(6)(7)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(10) 条中 ——
决定日期 (decision date) 受保护址言指处长决定根第55(1)条提供该受保护址公众查阅日期
56 Provision supplementary to section 55
(Not yet in operation)
(1) If the Registrar is to make a protected address available for public inspection under section 55(1) he or she must proceed as if—
(a) a notice had been delivered to the Registrar for registration under section 645(4) stating that the correspondence address of the director is changed to the protected address or
(b) a return had been delivered to the Registrar for registration under section 791 stating that the correspondence address of the director is changed to the protected address
(2) The Registrar must give written notice of having done so—
(a) to the director and
(b) to the company
(3) A written notice must also state the decision date in relation to the protected address
(4) A written notice under subsection (2)(a) must be sent to the director—
(a) at the protected address or
(b) if it appears to the Registrar that service at the protected address may not be effective to bring it to the notice of the director at the relevant correspondence address of the director
(5) On receipt of a written notice the company must enter the protected address in its register of directors as the correspondence address of the director
(6) If within 5 years after the decision date for a protected address the director notifies the company of another address as his or her usual residential address—
(a) the company must enter that other address in its register of directors as the usual residential address and the correspondence address of the director and
(b) the company must proceed with the notice or return under section 645(4) or 791 as if the correspondence address of the director was also changed to that other address
(7) During the period of 5 years after the decision date for a protected address—
(a) the company must not enter in its register of directors as the correspondence address of the director any address other than—
(i) the protected address or
(ii) if after the protected address is made available for public inspection under section 55(1) an address is notified by the director to the company as his or her usual residential address the address so notified and
(b) the company must not state in the notice or return under section 645(4) or 791 that the correspondence address of the director is changed to any address other than—
(i) the protected address or
(ii) if after the protected address is made available for public inspection under section 55(1) an address is notified by the director to the company as his or her usual residential address the address so notified
(8) Subsections (5) (6)(a) and (7)(a) do not apply to—
(a) a nonHong Kong company registered under section 777(1) or
(b) a company that was at any time before the commencement date of Part 16 registered in the register kept under section 333AA of the predecessor Ordinance
(9) If a company contravenes subsection (5) (6) or (7) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(10) In this section—
decision date (决定日期) in relation to a protected address means the date on which the Registrar decides to make the protected address available for public inspection under section 55(1)
57 披露受保护资料限制
(尚未实施)
非 ——
(a) 属第58条准许者
(b) 第59条规定
否处长披露受保护资料
57 Restriction on use or disclosure of protected information
(Not yet in operation)
The Registrar must not use or disclose protected information except—
(a) as permitted by section 58 or
(b) in accordance with section 59
58 处长获准许披露受保护资料情况
(尚未实施)
(1) 处长 ——
(a) 关董事进行通讯受保护址
(b) 关进行通讯受保护身分识号码
(2) 处长执行职目执行职关连情况受保护资料
(3) 处长应款目提出申请根第(5)(e)款订立规例指明披露受保护资料述披露根第(5)款订立规例作出
(4) 第(3)款目提出申请须 ——
(a) 载根第(5)(a)款订立规例规定资料
(b) 附根第(5)(b)款订立规例规定文件
(c) 附根第(5)(c)款订立规例订明费
(5) 财政司司长订立规例 ——
(a) 订定第(3)款目提出申请须载资料包括处长述申请指明资料
(b) 订定述申请须附文件包括处长述申请指明文件
(c) 订明须第(3)款目缴付须附述申请费
(d) 处长决定述申请求提供额外文件资料权力订定条文
(e) 指明获披露受保护资料士
(f) 订定什条件该等士披露受保护资料包括该等士披露该等资料范围
58 Permitted use or disclosure of protected information by Registrar
(Not yet in operation)
(1) The Registrar may use—
(a) a protected address for communicating with the director in question or
(b) a protected identification number for communicating with the person in question
(2) The Registrar may use protected information for the purpose of or in connection with the performance of the Registrar’s functions
(3) The Registrar may on application made for the purposes of this subsection disclose protected information to a person specified by regulations made under subsection (5)(e) A disclosure may only be made in accordance with regulations made under subsection (5)
(4) An application for the purposes of subsection (3) must—
(a) contain the information required by regulations made under subsection (5)(a)
(b) be accompanied by the documents required by regulations made under subsection (5)(b) and
(c) be accompanied by a fee prescribed by regulations made under subsection (5)(c)
(5) The Financial Secretary may make regulations—
(a) providing for the information to be contained in an application made for the purposes of subsection (3) including any information specified by the Registrar for such an application
(b) providing for the documents to accompany such an application including any document specified by the Registrar for such an application
(c) prescribing the fees payable for the purposes of subsection (3) to accompany such an application
(d) providing for the powers of the Registrar to require additional documents and information to be provided to the Registrar for the purposes of determining such an application
(e) specifying the persons to whom protected information may be disclosed and
(f) providing for the conditions in accordance with which protected information may be disclosed to such persons including the extent to which such information may be disclosed to them
59 根原讼法庭命令作出披露
(尚未实施)
(1) 情况原讼法庭作出命令饬令处长披露受保护址 ——
(a) 情况 ——
(i) 证显示文件送达关董事关通讯址起该董事知悉该文件作
(ii) 强制执行法院命令判令关连情况披露该受保护址必合宜
(b) 原讼法庭信纳作出该命令适
(2) 情况原讼法庭作出命令饬令处长披露受保护身分识号码 ——
(a) 强制执行法院命令判令关连情况披露该号码必合宜
(b) 原讼法庭信纳作出该命令适
(3) 第(1)(2)款指命令应士申请作出 ——
(a) 根条例公司(清盘杂项条文)条例(第32章)交付处长登记载受保护资料文件关公司债权
(b) 原讼法庭觉具充分利害关系
(4) 第(1)(2)款指命令须指明授权作出披露作出什目作出
59 Disclosure under order of Court
(Not yet in operation)
(1) The Court may make an order for the disclosure by the Registrar of a protected address—
(a) if—
(i) there is evidence that the service of documents at the relevant correspondence address of the director is not effective to bring them to the notice of the director or
(ii) it is necessary or expedient for the protected address to be disclosed in connection with the enforcement of an order or decree of a court and
(b) if the Court is satisfied that it is appropriate to make the order
(2) The Court may make an order for the disclosure by the Registrar of a protected identification number—
(a) if it is necessary or expedient for the number to be disclosed in connection with the enforcement of an order or decree of a court and
(b) if the Court is satisfied that it is appropriate to make the order
(3) An order under subsection (1) or (2) may be made on the application of—
(a) a creditor of the company in respect of which the document containing the protected information is delivered to the Registrar for registration under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or
(b) any other person appearing to the Court to have a sufficient interest
(4) An order under subsection (1) or (2) must specify the persons to whom and purposes for which the disclosure is authorized
第3次分部 —— 补充条文
Subdivision 3—Supplementary
60 禁止范围
分部禁止藉提述源某特定种类文件资料适 ——
(a) 该项禁止影响透方式提供该资料公众查阅
(b) 该资料源种类文件该项禁止该种类文件适该项禁止影响该资料提供予公众查阅
60 Extent of prohibition
If a prohibition under this Division applies by reference to information deriving from a particular description of document the prohibition does not affect—
(a) the availability for public inspection of the information through other means and
(b) the availability for public inspection of the information deriving from another description of document in relation to which the prohibition does not apply
第8分部 —— 杂项
Division 8—Miscellaneous
61 处长方式发出证明书
(1) 处长认合适方式发出条例订证明书
(2) 局限第(1)款订处长权力原处长电子纪录形式发出证明书
61 Registrar may issue certificates in any manner
(1) The Registrar may issue a certificate under this Ordinance in any manner the Registrar thinks fit
(2) Without limiting the powers of the Registrar under subsection (1) the Registrar may issue a certificate in the form of an electronic record
62 处长须负责核实资料
处长须负责核实 ——
(a) 交付处长文件载资料真实性
(b) 文件交付处长权限
62 Registrar not responsible for verifying information
The Registrar is not responsible for verifying—
(a) the truth of the information contained in a document delivered to the Registrar or
(b) the authority under which a document is delivered to the Registrar
63 豁免权
(1) 处长公职员均会 ——
(a) 执行意执行条例订职情况
(b) 行意行条例订权力情况
真诚作出真诚作出事情招致民事法律责均该等事情针处长公职员提出民事诉讼
(2) 某受保障条例目提供某服务采电子形式资料藉着该服务公众提供某受保障条例目磁带电子模式提供资料该资料中出现错误遗漏该错误遗漏 ——
(a) 履行该受保障责通常程中真诚作出
(b) 该服务缺失障出现产生该服务提供资料设备缺失障出现产生
该受保障须该服务资料者该错误遗漏蒙受损失损害承担法律责
(3) 某受保障条例目提供某服务设施藉着该服务设施文件藉电子方式交付处长藉着该服务设施交付处长文件中出现错误遗漏该错误遗漏 ——
(a) 履行该受保障责通常程中真诚作出
(b) 该服务设施缺失障出现产生该服务设施设备缺失障出现产生
该受保障须该服务设施者该错误遗漏蒙受损失损害承担法律责
(4) 第(2)(3)款错误遗漏赋予受保障保障影响政府侵权法该错误遗漏法律责
(5) 条中 ——
受保障 (protected person)指获处长授权提供关资料提供关服务设施
63 Immunity
(1) Neither the Registrar nor any public officer incurs any civil liability and no civil action may lie against the Registrar or any public officer in respect of anything done or omitted to be done by him or her in good faith—
(a) in the performance or purported performance of functions under this Ordinance or
(b) in the exercise or purported exercise of powers under this Ordinance
(2) Where for the purposes of this Ordinance a protected person provides a service by means of which information in electronic form is supplied to the public or supplies information by means of magnetic tapes or any electronic mode the protected person is not personally liable for any loss or damage suffered by a user of the service or information by reason of an error or omission appearing in the information if the error or omission—
(a) was made in good faith and in the ordinary course of the discharge of the protected person’s duties or
(b) has occurred or arisen as a result of any defect or breakdown in the service or any equipment used for the service or for supplying the information
(3) Where for the purposes of this Ordinance a protected person provides a service or facility by means of which documents may be delivered to the Registrar by electronic means the protected person is not personally liable for any loss or damage suffered by a user of the service or facility by reason of an error or omission appearing in a document delivered to the Registrar by means of the service or facility if the error or omission—
(a) was made in good faith and in the ordinary course of the discharge of the protected person’s duties or
(b) has occurred or arisen as a result of any defect or breakdown in the service or facility or in any equipment used for the service or facility
(4) The protection given to a protected person by subsections (2) and (3) in respect of an error or omission does not affect any liability of the Government in tort for the error or omission
(5) In this section—
protected person (受保障) means a person authorized by the Registrar to supply the information or provide the service or facility
64 文件核证译出现歧异
(1) 情况条适 ——
(a) 公司第31(1)(b)条目采种非英文非中文语文文件核证译附该文件交付处长
(b) 采该语文该文件该文件核证译出现歧异
(2) 述译关述文件出现歧异范围述公司针第三者赖该译
(3) 述译关述文件出现歧异范围第三者针述公司赖该译该第三者 ——
(a) 知悉采述语文该文件容
(b) 实际该译关该文件出现歧异范围赖该译
属例外
(4) 条中 ——
第三者 (third party)指关公司外
64 Discrepancy between document and certified translation
(1) This section applies if—
(a) a certified translation of a document is delivered by a company to the Registrar for the purposes of section 31(1)(b) to accompany the document in a language other than English or Chinese and
(b) there is a discrepancy between the document in that language and the certified translation of the document
(2) The company may not rely on that translation in so far as it relates to the discrepancy as against a third party
(3) A third party may not rely on that translation in so far as it relates to the discrepancy as against the company unless the third party—
(a) had no knowledge of the contents of the document in that language and
(b) had actually relied on that translation in so far as it relates to the discrepancy
(4) In this section—
third party (第三者) means a person other than the company
65 登记册簿册文件进行销毁等罪行
(1) 益意图引致蒙受损失诚实销毁删更改污损隐藏 ——
(a) 属处长办事处处长办事处存档存放登记册簿册文件
(b) 该等登记册簿册文件电子纪录微缩软片影纪录
属犯罪
(2) 犯第(1)款订罪行公诉程序定罪处监禁7年
(3) 意恶意销毁删更改污损隐藏 ——
(a) 属处长办事处处长办事处存档存放登记册簿册文件
(b) 该等登记册簿册文件电子纪录微缩软片影纪录
属犯罪
(4) 犯第(3)款订罪行 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
___________
65 Offence for destruction etc of registers books or documents
(1) A person commits an offence if the person dishonestly with a view to gain for the person’s own self or another or with intent to cause loss to another destroys removes alters defaces or conceals—
(a) any register book or document belonging to or filed or deposited in the office of the Registrar or
(b) any electronic record microfilm image or other record of such register book or document
(2) A person who commits an offence under subsection (1) is liable on conviction on indictment to imprisonment for 7 years
(3) A person commits an offence if the person wilfully or maliciously destroys removes alters defaces or conceals—
(a) any register book or document belonging to or filed or deposited in the office of the Registrar or
(b) any electronic record microfilm image or other record of such register book or document
(4) A person who commits an offence under subsection (3) is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
___________
第3部
Part 3
公司组成相关事宜公司重新注册
(格式变更——2013年第1号编辑修订纪录)
Company Formation and Related Matters and Reregistration of Company
(Format changes—ER 1 of 2013)
第1分部 —— 公司组成
Division 1—Company Formation
第1次分部 —— 关组成般规定
Subdivision 1—General Requirements for Formation
66 公司类
公司根条例组成 ——
(a) 公众股份限公司
(b) 私股份限公司
(c) 股公众限公司
(d) 股私限公司
(e) 股担保限公司
66 Types of companies
Only the following companies may be formed under this Ordinance—
(a) a public company limited by shares
(b) a private company limited by shares
(c) a public unlimited company with a share capital
(d) a private unlimited company with a share capital
(e) a company limited by guarantee without a share capital
67 公司组成
(1) 藉 ——
(a) 拟组成公司章程细签署
(b) 文件交付处长登记 ——
(i) 符合指明格式法团成立表格
(ii) 关章程细文
组成公司
(2) 公司合法目组成
67 Formation of company
(1) Any one or more persons may form a company by—
(a) signing the articles of the company intended to be formed and
(b) delivering to the Registrar for registration—
(i) an incorporation form in the specified form and
(ii) a copy of the articles
(2) A company may only be formed for a lawful purpose
68 法团成立表格容
(1) 法团成立表格 ——
(a) 拟组成公司言须载附表2第1条指明详情陈述
(b) 名该公司创办成员言须载附表2第2条指明详情
(c) 名该公司组成时担该公司董事言须载 ——
(i) 附表2第3条指明详情
(ii) 附表2第4条指明陈述
(d) 名该公司组成时担该公司公司秘书言中名该公司组成时担该公司联名公司秘书言须载附表2第5条指明详情
(e) 须载附表2第7条指明陈述
(f) 须载第70(1)条指明述明关规定已获遵守陈述
(2) 拟组成公司属股份限公司限公司法团成立表格须载附表2 第8 条指明陈述
68 Content of incorporation form
(1) An incorporation form must—
(a) in relation to the company intended to be formed contain the particulars and statements specified in section 1 of Schedule 2
(b) in relation to each founder member of the company contain the particulars specified in section 2 of Schedule 2
(c) in relation to each person who is to be a director of the company on the company’s formation contain—
(i) the particulars specified in section 3 of Schedule 2 and
(ii) the statement specified in section 4 of Schedule 2
(d) in relation to each person who is to be the company secretary or one of the joint company secretaries of the company on that formation contain the particulars specified in section 5 of Schedule 2
(e) contain the statements specified in section 7 of Schedule 2 and
(f) contain the statement of compliance specified in section 70(1)
(2) If the company intended to be formed is a company limited by shares or an unlimited company the incorporation form must also contain the statement specified in section 8 of Schedule 2
69 法团成立表格签署
法团成立表格须该表格列名创办成员签署(2名2名创办成员该表格列名)名该等成员签署
69 Signing of incorporation form
An incorporation form must be signed by the founder member named in the form or if 2 or more founder members are named by any one of those members
70 法团成立表格须载述明关规定已获遵守陈述
(1) 施行第68(1)(f)条指明陈述核证事项陈述 ——
(a) 条例中关拟组成公司注册规定已获遵守
(b) 关法团成立表格载资料陈述详情均属准确该公司章程细资料陈述详情相符
(2) 处长接受述明关规定已获遵守陈述作条例中关公司注册规定已获遵守充分证
70 Statement of compliance to be contained in incorporation form
(1) The statement specified for the purposes of section 68(1)(f) is a statement certifying that—
(a) all the requirements of this Ordinance in respect of the registration of the company intended to be formed have been complied with and
(b) the information statements and particulars contained in the incorporation form are accurate and consistent with those in the company’s articles
(2) The Registrar may accept the statement of compliance as sufficient evidence that all the requirements of this Ordinance in respect of the registration of the company have been complied with
第2次分部 —— 公司成立法团
Subdivision 2—Incorporation of Company
71 注册时发出公司注册证明书
(1) 注册法团成立表格根第67(1)(b)条交付章程细文时处长须发出公司注册证明书核证关公司 ——
(a) 已根条例成立法团
(b) 属限公司限公司
(2) 公司注册证明书须处长签署
71 Issue of certificate of incorporation on registration
(1) On registering an incorporation form and a copy of the articles delivered under section 67(1)(b) the Registrar must issue a certificate of incorporation certifying that the company—
(a) is incorporated under this Ordinance and
(b) is a limited company or an unlimited company
(2) A certificate of incorporation must be signed by the Registrar
72 公司注册证明书属确证
公司注册证明书属事项确证 ——
(a) 条例中关公司注册规定已获遵守
(b) 该公司已根条例注册
72 Conclusiveness of certificate of incorporation
A certificate of incorporation is conclusive evidence that—
(a) all the requirements of this Ordinance in respect of the registration of the company have been complied with and
(b) the company is registered under this Ordinance
73 成立法团效果
(1) 公司注册证明书述明法团成立日期日关创办成员时成该公司成员属法团体该法团体该证明书述明名称名名称更改根第107110770772条生效新名称名
(2) 关法团成立日期日该法团体力行具法团位公司职永久延续
(3) 关法团成立日期日关创办成员时成该公司成员负公司(清盘杂项条文)条例(第32章)述法律责该公司清盘时作出付款作该公司资产
73 Effect of incorporation
(1) On and after the date of incorporation stated in the certificate of incorporation the founder members and any other persons who may from time to time become the company’s members are a body corporate with the name stated in the certificate or if a change of name has effect under section 107 110 770 or 772 with the new name
(2) On and after the date of incorporation the body corporate is capable of exercising all the functions of an incorporated company and has perpetual succession
(3) On and after the date of incorporation the founder members and any other persons who may from time to time become the company’s members are liable to contribute to the assets of the company in the event of the company being wound up as is mentioned in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
74 董事书面意交付
(1) 附表2第4(b)(ii)条目拟组成公司予份意须符合指明格式须该公司成立法团15日交付处长登记
(2) 第(1)款遭违反公司名责第69条目签署法团成立表格创办成员均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(3) 条订罪行某创办成员提起法律程序中确立该成员已采取切合理步骤确保第(1)款获遵守属免责辩护
74 Delivery of director’s written consent
(1) Each consent given for the purposes of section 4(b)(ii) of Schedule 2 in relation to a company intended to be formed must be delivered in the specified form to the Registrar for registration not later than 15 days after the date of incorporation of the company
(2) If subsection (1) is contravened the company every responsible person of the company and the founder member who signs the incorporation form for the purposes of section 69 commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(3) In any proceedings against a founder member for an offence under this section it is a defence to establish that the founder member took all reasonable steps to secure compliance with subsection (1)
第2分部 —— 公司章程细
Division 2—Company Articles
第1次分部 —— 般条文
Subdivision 1—General
75 订明公司规例章程细
公司须章程细订明该公司规例
75 Articles prescribing regulations for company
A company must have articles prescribing regulations for the company
76 章程细语文
公司章程细须采中文英文
(2018年第35号第7条修订)
76 Language of articles
A company’s articles must be in English or Chinese
(Amended 35 of 2018 s 7)
77 章程细格式
公司章程细须分成段落该等段落须序编号
77 Form of articles
A company’s articles must be divided into paragraphs and the paragraphs must be numbered consecutively
第2次分部 —— 章程细范
Subdivision 2—Model Articles
78 财政司司长订明章程细范
(1) 财政司司长藉宪报刊登公告公司订明章程细范
(2) 条指章程细范修订影响该修订生效前成立法团公司
78 Financial Secretary may prescribe model articles
(1) The Financial Secretary may by notice published in the Gazette prescribe model articles for companies
(2) Any amendment of model articles under this section does not affect a company incorporated before the amendment takes effect
79 采纳章程细范
属某公司类公司采纳该公司类订明章程细范条文采纳该范全部条文作该公司章程细
79 Adoption of model articles
A company may adopt as its articles any or all of the provisions of the model articles prescribed for the type of company to which it belongs
80 章程细范适限公司
(1) 限公司成立法团时该公司属公司类订明时效章程细范适范围构成该公司章程细部分适方式范围犹该范已注册成该公司章程细样
(2) 公司注册章程细没订明该公司规例第(1)款适
(3) 公司注册章程细订明该公司规例该公司章程细述章程细范排变通第(1)款适
80 Application of model articles to limited company
(1) On the incorporation of a limited company the model articles that are prescribed for the type of company to which the company belongs and that are for the time being in force so far as applicable form part of the company’s articles in the same manner and to the same extent as if those model articles had been registered as the company’s articles
(2) Subsection (1) applies if the company’s registered articles do not prescribe any regulations for the company
(3) If the company’s registered articles prescribe any regulations for the company subsection (1) applies in so far as the articles do not exclude or modify the model articles
第3次分部 —— 章程细容效力
Subdivision 3—Content and Effect of Articles
81 公司名称
(1) 公司兼中文名称英文名称章程细须兼述明该中文名称该英文名称
(2) 公司中文名称英文名称章程细须述明该中文名称该英文名称
(2018年第35号第8条代)
81 Company name
(1) If a company has both an English name and a Chinese name its articles must state both the English name and the Chinese name
(2) If a company has only an English name or a Chinese name its articles must state the English name or the Chinese name
(Replaced 35 of 2018 s 8)
82 公司宗旨
(1) 处长根第103(2)条拟组成限公司组织批出特许证根第103(4)条限公司批出特许证该特许证效期间该公司章程细须述明该公司宗旨
(2) 公司章程细述明该公司宗旨
(3) 第(1)(2)款影响关公司章程细条例指明规定
82 Company’s objects
(1) If a licence is granted under section 103(2) to an association intended to be formed as a limited company or under section 103(4) to a limited company then during the period when the licence is in force the articles of the company must state the company’s objects
(2) The articles of any other company may state the company’s objects
(3) Subsections (1) and (2) do not affect any requirement relating to the articles of a company specified in any other Ordinance
83 成员法律责
(1) 限公司章程细须述明该公司成员法律责限
(2) 根条例组成注册限公司章程细须述明该公司成员法律责限
83 Members’ liabilities
(1) The articles of a limited company must state that the liability of its members is limited
(2) The articles of an unlimited company formed and registered under this Ordinance must state that the liability of its members is unlimited
84 限公司成员法律责分担
(1) 股份限公司章程细须述明该公司成员法律责该等成员持股份未缴款额限
(2) 担保限公司章程细须述明名属该公司成员均承诺该公司该该公司成员期间清盘该该公司成员年清盘该会分担支付该须付笔超逾指明款额款额作该公司资产 ——
(a) 支付该公司该该公司成员前招致债项债务
(b) 支付该公司清盘费收费开支
(c) 调整分担间权利
(3) 原公司根前身条例第4(3)条作间股份限公司第(1) 款适该公司章程细
84 Liabilities or contributions of members of limited company
(1) The articles of a company limited by shares must state that the liability of its members is limited to any amount unpaid on the shares held by the members
(2) The articles of a company limited by guarantee must state that each person who is a member of the company undertakes that if the company is wound up while the person is a member of the company or within one year after the person ceases to be such a member the person will contribute an amount required of the person not exceeding a specified amount to the company’s assets—
(a) for the payment of the company’s debts and liabilities contracted before the person ceases to be such a member
(b) for the payment of the costs charges and expenses of winding up the company and
(c) for the adjustment among the contributories of their rights
(3) Subsection (1) does not apply to the articles of an existing company that is deemed to be a company limited by shares under section 4(3) of the predecessor Ordinance
85 股初股份持情况
(1) 股公司章程细须述明附表2第8条(第(1)(d)(iv)(v)(vi)(vii)款外)规定须载该公司法团成立表格资料
(2) 股公司章程细述明该公司发行股份数目限
85 Capital and initial shareholdings
(1) The articles of a company with a share capital must state the information required under section 8 (except subsection (1)(d)(iv) (v) (vi) and (vii)) of Schedule 2 to be contained in the company’s incorporation form
(2) The articles of a company with a share capital may state the maximum number of shares that the company may issue
86 章程细效力
(1) 符合条例规定公司章程细根条例某旧公司条例注册 ——
(a) ——
(i) 该公司名成员间
(ii) 成员名成员间
作盖印章合约具效力
(b) 须视载该公司名成员均会遵守该等章程细条文契诺
(2) 局限第(1)款原章程细 ——
(a) 关公司针名成员强制执行
(b) 成员针该公司强制执行
(c) 成员针名成员强制执行
(3) 根章程细须成员支付予关公司款项均 ——
(a) 属该成员拖欠该公司债项
(b) 具盖印文债项性质
86 Effect of articles
(1) Subject to this Ordinance a company’s articles once registered under this Ordinance or a former Companies Ordinance—
(a) have effect as a contract under seal—
(i) between the company and each member and
(ii) between a member and each other member and
(b) are to be regarded as containing covenants on the part of the company and of each member to observe all the provisions of the articles
(2) Without limiting subsection (1) the articles are enforceable—
(a) by the company against each member
(b) by a member against the company and
(c) by a member against each other member
(3) Money payable by a member to the company under the articles—
(a) is a debt due from the member to the company and
(b) is of the nature of a specialty debt
第4次分部 —— 章程细修改
Subdivision 4—Alteration of Articles
87 公司修改章程细
(1) 符合条例规定公司修改章程细
(2) 第8分部规定外公司章程细中修改第8384(1)条述陈述
(3) 第180条规定外股公司章程细修改会附该公司某类股份股份权利相符该公司作出该项修改
(4) 第188条规定外股公司章程细修改会该公司某类成员权利相符该公司作出该项修改
(5) 担保限公司章程细中修改第84(2)条规定资料该公司增加关指明款额
87 Company may alter articles
(1) Subject to this Ordinance a company may alter its articles
(2) Except as provided in Division 8 a company must not alter in its articles any statement mentioned in section 83 or 84(1)
(3) Subject to section 180 a company with a share capital must not make any alteration to its articles that is inconsistent with any rights attached to shares in a class of shares in the company
(4) Subject to section 188 a company without a share capital must not make any alteration to its articles that is inconsistent with any rights of a class of members of the company
(5) A company limited by guarantee must not alter in its articles the information required under section 84(2) other than to increase the specified amount
88 藉特决议普通决议作出修改
(1) 符合条例规定条适公司章程细修改
(2) 第(3)款条例条文规定外公司藉特决议修改章程细
(3) 章程细中公司发行股份数目限修改藉普通决议作出
(4) 符合条例规定条作出修改属效犹该项修改原已载关章程细样
(5) 修改生效日期15日公司须文件交付处长登记 ——
(a) 符合指明格式修改通知
(b) 修改章程细文该文须该公司名高级员核证正确
(5A) 第(5)款适藉特决议作出修改：根第107770条通更改公司名称特决议 (2018年第35号第9条增补)
(6) 公司违反第(5)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
88 Alteration by special resolution or ordinary resolution
(1) Subject to this Ordinance this section applies to the alteration of a company’s articles
(2) Subject to subsection (3) and any other provisions of this Ordinance a company may only alter its articles by special resolution
(3) An alteration in articles to the maximum number of shares that the company may issue may be made by ordinary resolution
(4) Subject to this Ordinance an alteration made in accordance with this section is as valid as if the alteration were originally contained in the articles
(5) Within 15 days after the date on which an alteration takes effect the company must deliver to the Registrar for registration—
(a) a notice of the alteration in the specified form and
(b) a copy certified by an officer of the company as correct of the articles as altered
(5A) Subsection (5) does not apply to an alteration by a special resolution to change the name of a company passed under section 107 or 770 (Added 35 of 2018 s 9)
(6) If a company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
89 公司宗旨修改
(1) 条适公司章程细中述明公司宗旨修改
(2) 公司藉 ——
(a) 放弃限制宗旨
(b) 采纳 ——
(i) (属根条例组成注册公司) 关章程细注册时合法载该公司章程细新宗旨
(ii) (属原公司)关组织章程纲注册时合法载该公司组织章程纲新宗旨
修改关宗旨该项修改须藉特决议作出该决议通知须已该公司成员(包括根该公司章程细权接收该通知成员)发出
(3) 述决议关公司通该决议通知须该公司关债权证持发出该通知须第(2)款述通知相
(4) 施行第(3)款没条文规关债权证持发出通知方式该公司章程细中规成员发出通知方式条文适
(5) 关公司通特决议修改宗旨取消该项修改申请第91 条原讼法庭提出提出申请该项修改原讼法庭确认具效力
(6) 通特决议修改宗旨 ——
(a) (属关公司)根第(5)款提出申请该公司须提出该申请限期届满15日第(7)款指明文件交付处长登记
(b) (属关公司)根第(5)款提出申请该公司须 ——
(i) 立事通知处长
(ii) 取消确认关修改原讼法庭命令日期15日(根第(8)款获准延长限期)延长限期该命令正式文(属确认该项修改命令)第(7)款指明文件交付处长登记
(c) (属非关公司公司)该公司须该决议通日期15 日第(7)款指明文件交付处长登记
(7) 述文件 ——
(a) 符合指明格式修改通知
(b) 修改公司章程细文该文须该公司名高级员核证正确
(8) 原讼法庭藉命令时延长须根第(6)(b)款文件交付处长限期
(9) 公司违反第(6)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(10) 条中 ——
关公司 (relevant company)指 ——
(a) 私公司
(b) 紧接分部生效日期#前属私公司(时效前身条例第2(1)条界定者)担保限公司
关债权证 (relevant debentures)指符合说明债权证：浮动押记作保证1963年2月15日前发行首次发行属发行债权证系列部分
_____________________
编辑附注：
# 生效日期：2014年3月3日
89 Alteration of company’s objects
(1) This section applies to an alteration of the objects of a company as stated in the company’s articles
(2) The company may by special resolution of which notice has been given to all the members of the company (including members who are not entitled to such notice under the company’s articles) alter the objects by—
(a) abandoning or restricting any of the objects or
(b) adopting any new object that could lawfully have been contained—
(i) in the case of a company formed and registered under this Ordinance in the company’s articles when the articles were registered or
(ii) in the case of an existing company in the company’s memorandum of association when the memorandum was registered
(3) If a relevant company passes such a resolution a notice of the resolution must also be given to all holders of the relevant debentures of the company and the notice must be the same as the notice mentioned in subsection (2)
(4) For the purposes of subsection (3) if there is no provision regulating the giving of notice to the holders of the relevant debentures the provisions of the company’s articles regulating the giving of notice to members are to apply
(5) If a relevant company passes a special resolution altering its objects an application to cancel the alteration may be made to the Court in accordance with section 91 and if an application is made the alteration does not have effect except in so far as it is confirmed by the Court
(6) After passing a special resolution altering its objects—
(a) in the case of a relevant company if no application is made under subsection (5) the company must within 15 days after the end of the application period deliver to the Registrar for registration the documents specified in subsection (7)
(b) in the case of a relevant company if an application is made under subsection (5) the company—
(i) must immediately give notice of that fact to the Registrar and
(ii) within 15 days after the date of any Court order cancelling or confirming the alteration or if an extension of time is granted under subsection (8) within the extended period must deliver to the Registrar for registration an office copy of the order and in the case of an order confirming the alteration the documents specified in subsection (7) or
(c) in the case of a company other than a relevant company the company must within 15 days after the date of passing the resolution deliver to the Registrar for registration the documents specified in subsection (7)
(7) The documents are—
(a) a notice of the alteration in the specified form and
(b) a copy certified by an officer of the company as correct of the company’s articles as altered
(8) The Court may at any time by order extend the period for delivery of any documents under subsection (6)(b)
(9) If a company contravenes subsection (6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(10) In this section—
relevant company (关公司) means—
(a) a private company or
(b) a company limited by guarantee that immediately before the commencement date# of this Division was a private company as defined by section 2(1) of the predecessor Ordinance in force at that time
relevant debentures (关债权证) means any debentures secured by a floating charge that were issued or first issued before 15 February 1963 or that form part of the same series as any debentures so issued
_____________________
Editorial Note
# Commencement date 3 March 2014
90 原公司某章程细修改
(1) 第(2)款规定外原公司章程细条文 ——
(a) 紧接分部生效日期#前载该公司组织章程纲(该组织章程纲1984年8月31日前日注册)
(b) 该组织章程纲注册时原合法载该公司章程细非载该组织章程纲
条适该条文修改
(2) 情况条适 ——
(a) 原公司章程细条文紧接部生效日期#前载该公司组织章程纲(该组织章程纲1984年8月31日前日注册)
(b) 该条文订定修改禁止修改第(1)款述条文
(3) 原公司藉特决议修改第(1) 款述条文
(4) 关公司通特决议修改关条文取消该项修改申请第91条原讼法庭提出提出申请该项修改原讼法庭确认具效力
(5) 根第(3)款通决议 ——
(a) (属关公司)根第(4)款提出申请该公司须提出该申请限期届满15 日第(6)款指明文件交付处长登记
(b) (属关公司)根第(4)款提出申请该公司须 ——
(i) 立事通知处长
(ii) 取消确认关修改原讼法庭命令日期15日(根第(7)款获准延长限期)延长限期该命令正式文(属确认该项修改命令)第(6)款指明文件交付处长登记
(c) (属非关公司公司)该公司须该决议通日期15日第(6)款指明文件交付处长登记
(6) 述文件 ——
(a) 符合指明格式修改通知
(b) 修改公司章程细文该文须该公司名高级员核证正确
(7) 原讼法庭藉命令时延长须根第(5)(b)款文件交付处长限期
(8) 公司违反第(5)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(9) 条授权更改废止类成员特权利
(10) 条中 ——
关公司 (relevant company) 指 ——
(a) 私公司
(b) 紧接分部生效日期#前属私公司(时效前身条例第2(1)条界定者)担保限公司
_____________________
编辑附注：
# 生效日期：2014年3月3日
90 Alteration of certain articles by existing company
(1) Subject to subsection (2) this section applies to an alteration of any provision of the articles of an existing company if the provision—
(a) was immediately before the commencement date# of this Division contained in the company’s memorandum of association (whether registered before on or after 31 August 1984) and
(b) could lawfully have been contained in the company’s articles instead of in the memorandum of association when the memorandum was registered
(2) This section does not apply if any provision of the articles of an existing company—
(a) was immediately before the commencement date# of this Part contained in the company’s memorandum of association (whether registered before on or after 31 August 1984) and
(b) provides for or prohibits the alteration of any provision mentioned in subsection (1)
(3) An existing company may by special resolution alter any provision mentioned in subsection (1)
(4) If a relevant company passes such a resolution an application to cancel the alteration may be made to the Court in accordance with section 91 and if an application is made the alteration does not have effect except in so far as it is confirmed by the Court
(5) After passing a resolution under subsection (3)—
(a) in the case of a relevant company if no application is made under subsection (4) the company must within 15 days after the end of the application period deliver to the Registrar for registration the documents specified in subsection (6)
(b) in the case of a relevant company if an application is made under subsection (4) the company—
(i) must immediately give notice of that fact to the Registrar and
(ii) within 15 days after the date of any Court order cancelling or confirming the alteration or if an extension of time is granted under subsection (7) within the extended period must deliver to the Registrar for registration an office copy of the order and in the case of an order confirming the alteration the documents specified in subsection (6) or
(c) in the case of a company other than a relevant company the company must within 15 days after the date of passing the resolution deliver to the Registrar for registration the documents specified in subsection (6)
(6) The documents are—
(a) a notice of the alteration in the specified form and
(b) a copy certified by an officer of the company as correct of the company’s articles as altered
(7) The Court may at any time by order extend the period for delivery of any documents under subsection (5)(b)
(8) If a company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(9) This section does not authorize any variation or abrogation of the special rights of any class of members
(10) In this section—
relevant company (关公司) means—
(a) a private company or
(b) a company limited by guarantee that immediately before the commencement date# of this Division was a private company as defined by section 2(1) of the predecessor Ordinance in force at that time
_____________________
Editorial Note
# Commencement date 3 March 2014
91 原讼法庭提出求取消修改申请
(1) 第89(5)条指求取消公司宗旨作出修改申请士提出 ——
(a) 持该公司已发行股份数目类已发行股总数中少5( 该公司非股份限公司)该公司成员中少5成员
(b) 持第89(10)条关债权证定义述该公司债权证中价值少5
(2) 第89(5)条指申请第(1)(a)(b)款述全部关士提出该条指申请书面委中代表提出
(3) 第90(4)条指求取消原公司章程细条文修改申请持该公司已发行股份数目类已发行股总数中少5提出(该公司非股份限公司)该公司成员中少5成员提出
(4) 第90(4)条指申请第(3)款述全部关士提出该条指申请书面委中代表提出
(5) 第89(5)90(4)条指申请关特决议通日期28日提出
(6) 原讼法庭应第89(5)90(4)条指申请 ——
(a) 认合适条款条件全盘局部取消关修改全盘局部确认关修改
(b) 法律程序押作出令满意安排购买持异议成员权益
(c) 作出认合宜指示命令执行利便作出该等安排
91 Application to Court to cancel alteration
(1) An application under section 89(5) to cancel an alteration of the objects of a company may be made—
(a) by the holders of at least 5 in aggregate of the number of the issued shares in the company or any class of the company’s issued share capital or if the company is not limited by shares by at least 5 of the company’s members or
(b) by the holders of at least 5 in value of the company’s debentures that are mentioned in the definition of relevant debentures in section 89(10)
(2) An application under section 89(5) may be made on behalf of the persons mentioned in subsection (1)(a) or (b) by any one or more of them appointed in writing by all of them for the purpose
(3) An application under section 90(4) to cancel an alteration of a provision of the articles of an existing company may be made by the holders of at least 5 in aggregate of the number of the issued shares in the company or any class of the company’s issued share capital or if the company is not limited by shares by at least 5 of the company’s members
(4) An application under section 90(4) may be made on behalf of the persons mentioned in subsection (3) by any one or more of them appointed in writing by all of them for the purpose
(5) An application under section 89(5) or 90(4) may only be made within 28 days after the date of passing the relevant special resolution
(6) On an application under section 89(5) or 90(4) the Court—
(a) may cancel or confirm the alteration (either wholly or in part) on any terms and conditions it thinks fit
(b) may adjourn the proceedings so that an arrangement may be made to its satisfaction for the purchase of the interests of dissentient members and
(c) may give any directions and make any order that it thinks expedient for facilitating or carrying into effect any such arrangement
92 某修改成员具约束力
(1) 公司章程细条文规定属该公司成员成成员日期该章程细修改生效该项修改具效力范围该成员受该项修改约束 ——
(a) 该须承购认购该该项修改生效日持股份数目股份
(b) 方式增加该该日期分担该公司股承担法律责
(c) 方式增加该该公司支付款项承担法律责
(2) 关士关修改生效前日书面意受该项修改约束第(1)款适
92 Certain alterations not binding on members
(1) Despite any provision in a company’s articles a person who is a member of the company is not bound by any alteration of the articles that takes effect after the date on which the person became a member if and so far as the alteration—
(a) requires the person to take or subscribe for more shares than the number of shares held by the person on the date on which the alteration takes effect
(b) in any way increases the person’s liability as at that date to contribute to the company’s share capital or
(c) in any way increases the person’s liability as at that date to pay money to the company
(2) Subsection (1) does not apply if the person agrees in writing before on or after the alteration taking effect to be bound by the alteration
93 公司须修改纳入章程细
(1) 公司章程细修改该公司须该项修改纳入该项修改生效日期日发出份章程细文
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
93 Company must incorporate alteration into articles
(1) If an alteration is made to a company’s articles the company must incorporate the alteration in every copy of the articles issued on or after the date on which the alteration takes effect
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
94 影响私公司位修改
(1) 私公司修改章程细致该章程细符合第11(1)(a)条该项修改生效日期日该公司私公司
(2) 第88(5)条规定文件外关公司须关修改生效日期15日文件交付处长登记 ——
(a) 关更改该公司位符合指明格式通知
(b) 该公司符合说明周年财务报表文(该公司名高级员核证真实者) ——
(i) 第379条拟备
(ii) 紧接该项修改生效财政年度前财政年度拟备
(3) 公司违反第(2)(a)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(4) 公司违反第(2)(b)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
94 Alteration affecting status of private company
(1) If a private company alters its articles so that the articles no longer comply with section 11(1)(a) the company ceases to be a private company on the date on which the alteration takes effect
(2) In addition to the documents required under section 88(5) the company must within 15 days after the date on which the alteration takes effect deliver to the Registrar for registration—
(a) a notice of the change of the company’s status in the specified form and
(b) a copy (certified by an officer of the company to be true) of the company’s annual financial statements that are—
(i) prepared in accordance with section 379 and
(ii) prepared for the financial year immediately before the financial year in which the alteration takes effect
(3) If a company contravenes subsection (2)(a) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(4) If a company contravenes subsection (2)(b) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
95 影响公众公司位修改
(1) 公众公司修改章程细致该章程细符合第11(1)(a)条该项修改生效日期日该公司公众公司
(2) 第88(5)条规定文件外关公司须关修改生效日期15日关更改该公司位通知交付处长登记该通知须符合指明格式
(3) 公司违反第(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
95 Alteration affecting status of public company
(1) If a public company alters its articles so that the articles comply with section 11(1)(a) the company ceases to be a public company on the date on which the alteration takes effect
(2) In addition to the documents required under section 88(5) the company must within 15 days after the date on which the alteration takes effect deliver to the Registrar for registration a notice of the change of the company’s status in the specified form
(3) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
96 原讼法庭命令作出修改通知处长
(1) 公司章程细条文公司章程细条文效力原讼法庭命令修改该公司须该项修改生效日期15日关该项修改通知交付处长登记该通知须符合指明格式
(2) 修改通知须附 ——
(a) 关命令正式文
(b) 该命令修改章程细文
(3) 根条例条文关公司须关命令正式文交付处长第(2)(a)款适
(4) 公司违反第(1)(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
96 Notifying Registrar of alteration by order of Court
(1) If any provision of a company’s articles or the effect of any provision of a company’s articles is altered by an order of the Court the company must within 15 days after the date on which the alteration takes effect deliver to the Registrar for registration a notice of the alteration in the specified form
(2) A notice of alteration must be accompanied by—
(a) an office copy of the order and
(b) a copy of the articles as altered by the order
(3) Subsection (2)(a) does not apply if the company is required to deliver an office copy of the order to the Registrar under another provision of this Ordinance
(4) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
97 成员提供章程细文
(1) 公司须应成员提出求收求7日该成员提供章程细新文
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
97 Copies of articles to be provided to members
(1) A company must on request of a member of the company provide without charge the member with an uptodate copy of the company articles within 7 days after it receives the request
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
第5次分部 —— 杂项条文
Subdivision 5—Miscellaneous
98 原公司组织章程纲条件须视章程细条文
(1) 紧接分部生效日期#前载原公司组织章程纲时效条件目言均须视该公司章程细条文
(2) 组织章程纲分部生效日期#日根附表11具持续效力条文注册载该章程纲条件目言均须视根前身条例注册该公司章程细条文
(3) 分部生效日期#前修改某原公司组织章程纲条件特决议根前身条例第8(1)25A(1)条获通该项修改该日期日生效修改条件目言均须视根前身条例注册该公司章程细条文
(4) 第(1)(2)(3)款规定第(1)(2)款述条件述明事项第(3)款述修改条件述明事项该条件关(a)(b)段述事项范围该条件目言均须视已删视该公司章程细条文 ——
(a) 关原公司建议登记已登记股款额
(b) 该公司股分款额固定股份
(5) 紧接分部生效日期#前效条例中该日期前制备文件中 ——
(a) 提述原公司组织章程纲提述该公司章程细
(b) 提述原公司组织章程纲条件提述该公司章程细条文
_____________________
编辑附注：
# 生效日期：2014年3月3日
98 Conditions of memorandum of association of existing company to be regarded as provisions of articles
(1) A condition that immediately before the commencement date# of this Division was contained in the memorandum of association of an existing company and was in force is for all purposes to be regarded as a provision of the company’s articles
(2) If a memorandum of association is registered on or after the commencement date# of this Division under the provisions having a continuing effect under Schedule 11 a condition contained in that memorandum is for all purposes to be regarded as a provision of the company’s articles registered under the predecessor Ordinance
(3) If before the commencement date# of this Division a special resolution altering a condition of the memorandum of association of an existing company was passed under section 8(1) or 25A(1) of the predecessor Ordinance and the alteration takes effect on or after that date then the altered condition is for all purposes to be regarded as a provision of the company’s articles registered under the predecessor Ordinance
(4) Despite subsections (1) (2) and (3) if a condition mentioned in subsection (1) or (2) or an altered condition mentioned in subsection (3) states—
(a) the amount of share capital with which the existing company proposes to be registered or is registered or
(b) the division of the share capital of the company into shares of a fixed amount
the condition is to the extent that it relates to the matter mentioned in paragraph (a) or (b) for all purposes to be regarded as deleted and not to be regarded as a provision of the company’s articles
(5) In any Ordinance in force immediately before the commencement date# of this Division or in any other document made before that date—
(a) a reference to the memorandum of association of an existing company is a reference to the company’s articles and
(b) a reference to a condition of the memorandum of association of an existing company is a reference to a provision of the company’s articles
_____________________
Editorial Note
# Commencement date 3 March 2014
99 担保限公司章程细
(1) 条适 ——
(a) 1912年1月1日日根某旧公司条例注册股担保限公司
(b) 根条例注册担保限公司公司
(2) 公司章程细条文该公司决议条文予权利非成员身分分享该公司分摊利润该条文属效
(3) 条例中关担保限公司章程细条文言该公司章程细条文该公司决议条文该公司业务分成股份权益该条文须视关股条文
99 Articles of company limited by guarantee
(1) This section applies to—
(a) a company limited by guarantee registered under a former Companies Ordinance on or after 1 January 1912 that does not have a share capital and
(b) a company registered as a company limited by guarantee under this Ordinance
(2) A provision in the company’s articles or in any resolution of the company purporting to give a person a right to participate in the company’s divisible profits otherwise than as a member is void
(3) For the purposes of a provision of this Ordinance relating to the articles of a company limited by guarantee a provision in the company’s articles or in any resolution of the company purporting to divide the company’s undertaking into shares or interests is to be regarded as a provision for a share capital
第3分部 —— 公司名称
Division 3—Company Name
第1次分部 —— 公司名称限制
Subdivision 1—Restriction on Company Name
100 公司某名称注册
(1) 公司述名称注册 ——
(a) 出现公司名称索引名称相名称
(b) 根某条例成立法团体设立法团体名称相名称
(c) 处长认该公司会构成刑事罪行名称
(d) 处长认属令反感原属违反公众利益名称
(2) 非获处长事先批准否公司述名称注册 ——
(a) 处长认会令产生印象名称：该公司 ——
(i) 中央民政府
(ii) 政府
(iii) 中央民政府部门机关政府部门机关
方面联系
(b) 载时根第101条作出命令指明字词名称
(c) 指示作出名称相名称 ——
(i) 根第108109771条作出指示
(ii) 2010年12月10日根前身条例第2222A条作出指示
100 Company must not be registered by certain names
(1) A company must not be registered by—
(a) a name that is the same as a name appearing in the Index of Company Names
(b) a name that is the same as a name of a body corporate incorporated or established under an Ordinance
(c) a name the use of which by the company would in the Registrar’s opinion constitute a criminal offence or
(d) a name that in the Registrar’s opinion is offensive or otherwise contrary to the public interest
(2) Except with the Registrar’s prior approval a company must not be registered by—
(a) a name that in the Registrar’s opinion would be likely to give the impression that the company is connected in any way with—
(i) the Central People’s Government
(ii) the Government or
(iii) any department or agency of the Central People’s Government or the Government
(b) a name that contains any word or expression for the time being specified in an order under section 101 or
(c) a name that is the same as a name for which a direction has been given under—
(i) section 108 109 or 771 or
(ii) section 22 or 22A of the predecessor Ordinance on or after 10 December 2010
101 财政司司长第100(2)(b)条指明字词
财政司司长藉宪报刊登命令施行第100(2)(b)条指明字词
101 Financial Secretary may specify word or expression for section 100(2)(b)
The Financial Secretary may by order published in the Gazette specify any word or expression for the purposes of section 100(2)(b)
第2次分部 —— 限公司名称Limited等作字
Subdivision 2—Limited Company Name with Limited as Last Word etc
102 限公司没Limited等作名称字注册
限公司述名称注册 ——
(a) (该公司英文名称)没Limited作字名称
(b) (该公司中文名称)没限公司作4字名称
(c) (该公司兼中文名称英文名称) ——
(i) 没Limited作字英文名称
(ii) 没限公司作4字中文名称
102 Limited company must not be registered without Limited as last word of name etc
A limited company must not be registered by—
(a) if the company has an English name only a name without Limited as the last word of the name
(b) if the company has a Chinese name only a name without 限公司 as the last 4 characters of the name or
(c) if the company has both an English name and a Chinese name—
(i) an English name without Limited as the last word of the name and
(ii) a Chinese name without 限公司 as the last 4 characters of the name
103 略Limited等处长特许证
(1) 证明提出致处长信纳事宜处长拟组成限公司组织行第(2) 款指权力 ——
(a) 该公司促进商业艺术科学宗教慈善宗旨组成
(b) 该组织拟该公司利润收入促进宗旨
(c) 该组织拟禁止该公司成员支付股息
(2) 处长藉特许证准许关组织述名称注册限公司 ——
(a) (该公司英文名称)没Limited作字名称
(b) (该公司中文名称)没限公司作4字名称
(c) (该公司兼中文名称英文名称) ——
(i) 没Limited作字英文名称
(ii) 没限公司作4字中文名称
(3) 证明提出致处长信纳事宜处长限公司行第(4)款指权力 ——
(a) 该公司宗旨限 ——
(i) 促进商业艺术科学宗教慈善宗旨
(ii) 第(i)节述宗旨附带宗旨第(i)节述宗旨助宗旨
(b) 该公司章程细规定该公司须利润收入促进宗旨
(c) 该公司章程细禁止该公司成员支付股息
(4) 处长藉特许证准许关限公司 ——
(a) (该公司英文名称)更改该公司名称Limited字该名称中删
(b) (该公司中文名称)更改该公司名称限公司字样该名称中删
(c) (该公司兼中文名称英文名称) ——
(i) 更改该公司英文名称Limited字该名称中删
(ii) 更改该公司中文名称限公司字样该名称中删
(5) 根第(4)款述特许证作出公司名称更改藉特决议作出第107(2)(3)(4)(5)(6)条适该项更改犹该条适根第107条作出公司名称更改样
(6) 免生疑问根条批予特许证指名称注册公司 ——
(a) 享限公司特权
(b) 符合第105(1)条规定负限公司责
103 Registrar’s licence to dispense with Limited etc
(1) The Registrar may exercise the power under subsection (2) in respect of an association intended to be formed as a limited company if it is proved to the Registrar’s satisfaction that—
(a) the company is to be formed for promoting commerce art science religion or charity or any other useful objects
(b) the association intends to apply the company’s profits or other income in promoting its objects and
(c) the association intends to prohibit the payment of dividends to the company’s members
(2) The Registrar may by licence permit the association to be registered as a limited company by—
(a) if the company has an English name only a name without Limited as the last word of the name
(b) if the company has a Chinese name only a name without 限公司 as the last 4 characters of the name or
(c) if the company has both an English name and a Chinese name—
(i) an English name without Limited as the last word of the name and
(ii) a Chinese name without 限公司 as the last 4 characters of the name
(3) The Registrar may exercise the power under subsection (4) in respect of a limited company if it is proved to the Registrar’s satisfaction that—
(a) the objects of the company are restricted to—
(i) promoting commerce art science religion or charity or any other useful objects and
(ii) objects incidental or conducive to the objects mentioned in subparagraph (i)
(b) the company is required by its articles to apply its profits or other income in promoting its objects and
(c) the company is prohibited by its articles from paying dividends to its members
(4) The Registrar may by licence permit the limited company to—
(a) if the company has an English name only change the name to delete from it the word Limited
(b) if the company has a Chinese name only change the name to delete from it the characters 限公司 or
(c) if the company has both an English name and a Chinese name—
(i) change the English name to delete from it the word Limited and
(ii) change the Chinese name to delete from it the characters 限公司
(5) A change of company name under a licence mentioned in subsection (4) may only be made by special resolution and section 107(2) (3) (4) (5) and (6) applies to such a change as it applies to a change of company name under section 107
(6) To avoid doubt a company registered by a name under a licence granted under this section—
(a) has the privileges of a limited company and
(b) subject to section 105(1) has the obligations of a limited company
104 特许证条款条件
(1) 处长认合适条款条件规限批予第103条指特许证
(2) 述条款条件 ——
(a) 关公司具约束力
(b) (处长指示须该等条款条件纳入该公司章程细)须纳入该章程细
104 Terms and conditions of licence
(1) A licence under section 103 may be granted on any terms and conditions the Registrar thinks fit
(2) The terms and conditions—
(a) are binding on the company and
(b) are to be incorporated in the articles of the company if the Registrar so directs
105 特许证效力
(1) 第103条指特许证关公司获豁免需遵守 ——
(a) 第102条
(b) 根第659条订立关Limited字作英文名称部分限公司字样作中文名称部分规例
(c) (关成员详情交付处长言)第662条
(2) 第103条指特许证然效期间非修改根条第104(2)(b)条发出指示作出获处长事先书面批准否关公司修改章程细
(3) 根第(2)款予批准时处长更改关特许证该特许证受处长认合适条款条件规限增补代紧接该项更改前规限该特许证条款条件
(4) 根第(3)款施加条款条件 ——
(a) 关公司具约束力
(b) (处长指示须该等条款条件纳入该公司章程细)须纳入该章程细
105 Effect of licence
(1) The company to which a licence under section 103 relates is exempt from—
(a) section 102
(b) regulations made under section 659 in relation to the use of the word Limited as part of its English name or use of the characters 限公司 as part of its Chinese name and
(c) section 662 in relation to the delivery of particulars relating to members to the Registrar
(2) While a licence under section 103 remains in force the company must not alter its articles except under a direction given under this section or section 104(2)(b) or with the Registrar’s prior written approval
(3) On granting an approval under subsection (2) the Registrar may vary the licence by making it subject to any terms and conditions he or she thinks fit in addition to or in place of the terms or conditions to which the licence was subject immediately before the variation
(4) The terms and conditions imposed under subsection (3)—
(a) are binding on the company and
(b) are to be incorporated in the articles of the company if the Registrar so directs
106 特许证撤销
(1) 处长信纳 ——
(a) 关公司没遵守规限根第103条批予特许证条款条件
(b) 第103(1)(3)条(视属情况定)指明项项规定获符合
时撤销该特许证
(2) 撤销特许证前处长须 ——
(a) 处长撤销该特许证意书面通知关公司
(b) 予该公司陈词机会
(3) 处长撤销特许证须关公司发出关撤销书面通知
(4) 特许证撤销关公司权获第105(1)条述豁免
(5) 关公司须撤销通知指明限期藉特决议名称作出更改 ——
(a) (该公司英文名称)加入Limited作该名称字
(b) (该公司中文名称)加入限公司作该名称4字
(c) (该公司兼中文名称英文名称) ——
(i) 加入Limited作该英文名称字
(ii) 加入限公司作该中文名称4字
(6) 第107(2)(3)(4)(5)(6)条适根第(5)款作出公司名称更改犹该条适根第107条作出公司名称更改样
(7) 关公司没遵守第(5)款处长须公司登记册 ——
(a) (该公司英文名称)加入Limited作该名称字
(b) (该公司中文名称)加入限公司作该名称4字
(c) (该公司兼中文名称英文名称) ——
(i) 加入Limited作该英文名称字
(ii) 加入限公司作该中文名称4字
106 Revocation of licence
(1) The Registrar may at any time revoke a licence granted under section 103 on being satisfied that—
(a) the company has failed to comply with any of the terms or conditions to which the licence is subject or
(b) any one or more of the requirements specified in section 103(1) or (3) (as the case may be) are no longer met
(2) Before revoking a licence the Registrar—
(a) must notify the company in writing of the Registrar’s intention to do so and
(b) must give the company an opportunity to be heard
(3) If a licence is revoked the Registrar must give the company a notice in writing of the revocation
(4) On the revocation of a licence the company ceases to be entitled to the exemptions mentioned in section 105(1)
(5) Within the period specified in the notice of revocation the company must change its name by special resolution to—
(a) if the company has an English name only add Limited as the last word of the name
(b) if the company has a Chinese name only add 限公司 as the last 4 characters of the name and
(c) if the company has both an English name and a Chinese name—
(i) add Limited as the last word of the English name and
(ii) add 限公司 as the last 4 characters of the Chinese name
(6) Section 107(2) (3) (4) (5) and (6) applies to a change of company name under subsection (5) as it applies to a change of company name under section 107
(7) If the company fails to comply with subsection (5) the Registrar must in the Companies Register—
(a) if the company has an English name only add Limited as the last word of the name
(b) if the company has a Chinese name only add 限公司 as the last 4 characters of the name and
(c) if the company has both an English name and a Chinese name—
(i) add Limited as the last word of the English name and
(ii) add 限公司 as the last 4 characters of the Chinese name
第3次分部 —— 公司名称更改
Subdivision 3—Change of Company Name
107 公司藉特决议更改名称
(1) 公司藉特决议更改公司名称
(2) 公司须关特决议通日期15日符合指明格式更改公司名称通知交付处长登记
(3) 收第(2)款指通知非关新名称根第100条注册关公司名称否处长须 ——
(a) 新名称记入公司登记册取代前名称
(b) 该公司发出更改名称证明书
(4) 名称更改关更改名称证明书发出日期生效
(5) 根条作出名称更改影响关公司权利义务会该公司提起针该公司提起法律程序欠妥该公司前名称展开继续法律程序均该公司新名称展开继续该公司前名称针该公司展开继续法律程序均该公司新名称针该公司展开继续
(6) 公司违反第(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
107 Company may change name by special resolution
(1) A company may change a company name by special resolution
(2) Within 15 days after the date of passing the special resolution the company must deliver to the Registrar for registration a notice in the specified form of the change of company name
(3) After receipt of a notice under subsection (2) the Registrar must unless the new name is a name by which the company must not be registered under section 100—
(a) enter the new name in the Companies Register in place of the former name and
(b) issue to the company a certificate of change of name
(4) The change of the name has effect from the date on which the certificate of change of name is issued
(5) A change of name under this section does not affect any rights or obligations of the company or render defective any legal proceedings by or against it Any legal proceedings that could have been commenced or continued by or against it by its former name may be commenced or continued by or against it by its new name
(6) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
108 处长指示公司更改相类似名称等
(1) 情况处长藉书面通知指示公司该通知指明限期更改该公司根条例前身条例注册名称 ——
(a) 该名称注册时出现应出现根前身条例第22C条备存名称索引公司名称索引名称相处长认该名称注册时该名称太相似
(b) 该名称注册时根某条例成立法团体设立法团体名称相处长认该名称注册时该法团体名称太相似
(c) 处长觉该公司该名称注册提供具误导性资料
(d) 处长觉该公司该名称注册作出承诺担保未获履行
(e) 该名称注册时属第100(2)(a)(b)条该公司注册名称
(2) 公司根条例旧公司条例某名称注册 ——
(a) 法院作出命令禁制该公司该名称该名称部分
(b) 该命令惠该命令正式文符合指明格式通知交付处长登记
处长藉书面通知指示该公司该通知指明限期更改该名称
(3) 指示时间发出 ——
(a) (属第(1)(a)(b)款情况)关名称注册日期12月
(b) (属第(1)(c)(d)款情况)该名称注册日期5年
(c) (属第(1)(e)款情况)该名称注册日期3月
(4) 处长根第(1)(2)款发出通知指明限期结束前藉书面通知延长该限期
(5) 公司没关通知指明限期遵指示没根第(4)款延长限期遵指示该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
108 Registrar may direct company to change same or similar name etc
(1) The Registrar may by notice in writing direct a company to change within the period specified in the notice a name by which the company is registered under this Ordinance or the predecessor Ordinance if—
(a) the name is as at the time of the registration the same as or in the Registrar’s opinion too like a name that appeared or should have appeared in the index of names kept under section 22C of the predecessor Ordinance or in the Index of Company Names
(b) the name is as at the time of the registration the same as or in the Registrar’s opinion too like a name of a body corporate incorporated or established under an Ordinance
(c) it appears to the Registrar that misleading information has been given for the company’s registration by the name
(d) it appears to the Registrar that any undertaking or assurance given for the registration by the name has not been fulfilled or
(e) the name is a name by which as at the time of the registration the company must not be registered because of section 100(2)(a) or (b)
(2) The Registrar may by notice in writing direct a company to change within the period specified in the notice a name by which the company is registered under this Ordinance or any former Companies Ordinance if after the company is registered by the name—
(a) a court makes an order restraining the company from using the name or any part of the name and
(b) an office copy of the order and a notice in the specified form are delivered to the Registrar for registration by a person in whose favour the order is made
(3) A direction may only be given—
(a) in the case of subsection (1)(a) or (b) within 12 months after the date of registration by the name
(b) in the case of subsection (1)(c) or (d) within 5 years after the date of registration by the name and
(c) in the case of subsection (1)(e) within 3 months after the date of registration by the name
(4) The Registrar may before the end of the period specified in a notice given under subsection (1) or (2) by notice in writing extend the period
(5) If a company fails to comply with a direction within the period specified in the notice or if the period is extended under subsection (4) within the extended period the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
109 处长指示公司更改具误导性令反感名称等
(1) 情况处长藉书面通知指示公司更改根条例旧公司条例注册名称 ——
(a) 处长认该名称显示该公司活动性质方面误导性达相会公众造成损害程度
(b) 该名称注册时属第100(1)(c)(d)条该公司注册名称
(2) 关公司须关指示日期6星期( 关限期根第(4)款延长)延长限期遵该指示
(3) 公司指示日期3星期针该指示行政诉委员会提出诉
(4) 处长关指示日期6星期限期结束前藉书面通知延长该限期
(5) 公司违反第(2)款该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
109 Registrar may direct company to change misleading or offensive name etc
(1) The Registrar may by notice in writing direct a company to change a name by which the company is registered under this Ordinance or any former Companies Ordinance if—
(a) the Registrar is of the opinion that the name gives so misleading an indication of the nature of the company’s activities as to be likely to cause harm to the public or
(b) the name is a name by which as at the time of the registration the company must not be registered because of section 100(1)(c) or (d)
(2) The company must comply with a direction within the period of 6 weeks after the date of the direction or if the period is extended under subsection (4) within the extended period
(3) A company may within 3 weeks after the date of a direction appeal to the Administrative Appeals Board against the direction
(4) The Registrar may before the end of the period of 6 weeks after the date of the direction by notice in writing extend the period
(5) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
110 处长公司没遵指示时更改公司名称
(1) 情况条适 ——
(a) 处长根第108(1)(2)109(1)条指示某公司更改名称2010年12月10日根前身条例第2222A条指示某公司更改名称
(b) 该公司 ——
(i) (属第108(1)(2)条指指示)没关通知指明限期(该限期根第108(4)条延长)没延长限期遵该指示
(ii) (属第109(1)条指指示)没第109(2)条指明关限期遵该指示
(iii) (属前身条例第22(2)(3A)(3B)(4)条指指示)没处长指明限期(该限期根该条例第22(5)条延长)没延长限期遵该指示
(iv) (属前身条例第22A(1)(1A)条指指示)没该条例第22A(2)条指明限期(法院该指示根该条例第22A(3)条指明限期)没法院指明限期遵该指示
(2) 局限第108(5)109(5)条前身条例第22(6)22A(4)条(视属情况定)原 ——
(a) 关名称英文名称处长该名称更改符合说明名称：该名称包含Company Registration Number字样该字样加该公司公司注册证明书述明注册编号
(b) 关名称中文名称处长该名称更改符合说明名称：该名称包含公司注册编号字样该字样加该公司公司注册证明书述明注册编号
(c) 关名称包含英文名称中文名称处长该等名称更改符合说明名称 ——
(i) 新英文名称 该新名称包含Company Registration Number字样该字样加该公司公司注册证明书述明注册编号
(ii) 新中文名称该新名称包含公司注册编号字样该字样加该公司公司注册证明书述明注册编号
(3) 处长须新名称记入公司登记册取代前名称
(4) 名称更改新名称记入公司登记册日期生效
(5) 新名称记入公司登记册日期30日处长须 ——
(a) 书面通知关公司 ——
(i) 该公司名称已更改事实
(ii) 新名称
(iii) 该项更改根第(4)款生效日期
(b) 藉宪报刊登公告公布该事实该新名称该日期
(6) 根条作出名称更改影响关公司权利义务会该公司提起针该公司提起法律程序欠妥该公司前名称展开继续法律程序均该公司新名称展开继续该公司前名称针该公司展开继续法律程序均该公司新名称针该公司展开继续
110 Registrar may change company name in case of failure to comply with direction
(1) This section applies if—
(a) the Registrar directs a company to change a name under section 108(1) or (2) or 109(1) or on or after 10 December 2010 under section 22 or 22A of the predecessor Ordinance and
(b) the company fails to comply with the direction—
(i) in the case of a direction under section 108(1) or (2) within the period specified in the notice or if the period is extended under section 108(4) within the extended period
(ii) in the case of a direction under section 109(1) within the relevant period specified in section 109(2)
(iii) in the case of a direction under section 22(2) (3A) (3B) or (4) of the predecessor Ordinance within the period specified by the Registrar or if the period is extended under section 22(5) of that Ordinance within the extended period or
(iv) in the case of a direction under section 22A(1) or (1A) of the predecessor Ordinance within the period specified in section 22A(2) of that Ordinance or if a period is specified by the court under section 22A(3) of that Ordinance for the direction within the period specified by the court
(2) Without limiting section 108(5) or 109(5) or section 22(6) or 22A(4) of the predecessor Ordinance (as the case may be) the Registrar may change the name to—
(a) in the case of an English name a name that consists of the words Company Registration Number as its prefix followed by the registration number of the company as stated in the certificate of incorporation
(b) in the case of a Chinese name a name that consists of the characters 公司注册编号 as its prefix followed by the registration number of the company as stated in the certificate of incorporation or
(c) in the case of a name consisting of both an English name and a Chinese name—
(i) an English name that consists of the words Company Registration Number as its prefix followed by the registration number of the company as stated in the certificate of incorporation and
(ii) a Chinese name that consists of the characters 公司注册编号 as its prefix followed by the registration number of the company as stated in the certificate of incorporation
(3) The Registrar must enter the new name in the Companies Register in place of the former name
(4) The change of name has effect from the date on which the new name is entered in the Companies Register
(5) Within 30 days after the date of entering the new name in the Companies Register the Registrar—
(a) must by notice in writing notify the company of—
(i) the fact that a name of the company has been changed
(ii) the new name and
(iii) the date on which the change takes effect under subsection (4) and
(b) must by notice in the Gazette notify that fact the new name and that date
(6) A change of name under this section does not affect any rights or obligations of the company or render defective any legal proceedings by or against it Any legal proceedings that could have been commenced or continued by or against it by its former name may be commenced or continued by or against it by its new name
第4次分部 —— 补充条文
Subdivision 4—Supplementary Provision
111 断定某名称否名称相类似
(1) 条适 ——
(a) 施行第100(1)(a)(b)(2)(c)108(1)(a)(b)条断定某名称否名称相
(b) 施行第108(1)(a)(b)条断定某名称否名称太相似
(2) 名称第字定冠词该定冠词须予理会
(3) 第(4)款指明字词字样(该字词字样缩写)出现关名称末端该字词字样缩写须予理会
(4) 述字词字样 ——
(a) company
(b) and company
(c) company limited
(d) and company limited
(e) limited
(f) unlimited
(g) public limited company
(h) 公司
(i) 限公司
(j) 限公司
(k) 公众限公司
(5) 项须予理会 ——
(a) 字母字体字母楷楷
(b) 字母间空位
(c) 重音符号
(d) 标点符号
(6) 词句须视相 ——
(a) and&
(b) Hong KongHongkongHK
(c) Far EastFE
(7) 处长顾某2中文字香港情况信纳该2中文字理相互交该2中文字须视相
111 Determining whether name is same as or similar to another name
(1) This section applies in determining—
(a) whether a name is the same as another name for the purposes of section 100(1)(a) or (b) or (2)(c) or 108(1)(a) or (b) or
(b) whether a name is too like another name for the purposes of section 108(1)(a) or (b)
(2) If the definite article is the first word of the name the definite article must be disregarded
(3) If any of the words expressions or characters specified in subsection (4) or an abbreviation of any of them appears at the end of the name the word expression character or abbreviation must be disregarded
(4) The words expressions or characters are—
(a) company
(b) and company
(c) company limited
(d) and company limited
(e) limited
(f) unlimited
(g) public limited company
(h) 公司
(i) 限公司
(j) 限公司
(k) 公众限公司
(5) The following must be disregarded—
(a) type or case of letters
(b) spaces between letters
(c) accent marks
(d) punctuation marks
(6) The following expressions are to be regarded as the same—
(a) and and &
(b) Hong Kong Hongkong and HK
(c) Far East and FE
(7) A Chinese character is to be regarded as the same as another Chinese character if the Registrar is satisfied having regard to the usage of the 2 characters in Hong Kong that the 2 characters can reasonably be used interchangeably
第4分部 —— 成员资格
Division 4—Membership
112 公司成员
(1) 公司创办成员须视已意成该公司成员
(2) 公司注册时该公司创办成员须作成员记入该公司成员登记册
(3) 意成公司成员姓名名称已作成员记入该公司成员登记册该该公司成员
112 Members of company
(1) A founder member of a company is to be regarded as having agreed to become a member of the company
(2) On the registration of a company a founder member of the company must be entered as a member in the company’s register of members
(3) Any other person who agrees to become a member of a company and whose name is entered as a member in the company’s register of members is a member of the company
113 控权公司成员
(1) 条规定外 ——
(a) 某法团体某公司附属公司该法团体该公司成员
(b) 公司股份配发转予属该公司附属公司法团体该项配发转属效
(2) 情况第(1)款适 ——
(a) 关法团体遗产代理身分作关公司成员
(b) 该法团体受讬身分作该公司成员关控权公司附属公司根关信讬享实益权益
(3) 第(2)(b)款言某公司附属公司仅通常业务运作(包括贷款)中达成某项交易保证方式根关信讬享权益该公司附属公司根该信讬享实益权益
(4) 1984年8月31日时法团体已控权公司成员第(1)款阻止该法团体继续作该成员
(5) 公司成间公司附属公司日已该间公司成员第(1)款阻止该公司继续作该成员
(6) 第(1)款阻止法团体 ——
(a) 行附该法团体1984年8月31日持该法团体控权公司股份转换权利
(b) 行该法团体1984年8月31日持该控权公司债权证转换权利
成该控权公司成员获配发该控权公司股份
(7) 某法团体控权公司成员第(1)款阻止该法团体接受持更该控权公司股份该等股份须属该控权公司储备利润资化作全部缴足股款股份该法团体配发
(8) 公司成员作出股份约该公司 ——
(a) 代表附属公司出售非条便该附属公司已持该公司股份取述约股份
(b) 该附属公司支付售卖收益
(9) 某法团体控权公司成员该法团体权会议表决 ——
(a) 该控权公司会议
(b) 该控权公司类成员会议
(10) 关法团体第(2)款描述情况属关控权公司成员第(9)款适
(11) 条中提述法团体包括该法团体代名
(12) 条中属担保限公司限公司控权公司言提述股份包括该公司成员权益该权益形式该公司否股
113 Members of holding company
(1) Subject to this section—
(a) a body corporate cannot be a member of a company of which the body corporate is a subsidiary and
(b) any allotment or transfer of shares in a company to a body corporate that is a subsidiary of the company is void
(2) Subsection (1) does not apply if—
(a) the body corporate is a member of the company as a personal representative or
(b) the body corporate is a member of the company as a trustee and the holding company or any of its subsidiaries is not beneficially interested under the trust
(3) For the purposes of subsection (2)(b) a company or subsidiary is not beneficially interested under a trust if it is interested under the trust only by way of security for the purpose of a transaction entered into by it in the ordinary course of a business (including the lending of money)
(4) Subsection (1) does not prevent a body corporate that was on 31 August 1984 already a member of a holding company of the body corporate from continuing to be such a member
(5) Subsection (1) does not prevent a company that on the date it becomes a subsidiary of another company is a member of that other company from continuing to be such a member
(6) Subsection (1) does not prevent a body corporate from becoming a member of a holding company of the body corporate or prevent an allotment to a body corporate of shares in a holding company of the body corporate by virtue of the exercise by the body corporate of any rights of conversion—
(a) attached to any shares in the holding company held by the body corporate on 31 August 1984 or
(b) under any debentures of the holding company held by the body corporate on 31 August 1984
(7) If a body corporate is a member of a holding company of the body corporate subsection (1) does not prevent the body corporate from accepting or holding further shares in the holding company if those shares are allotted to the body corporate as fully paid up as a consequence of a capitalization of reserves or profits by the holding company
(8) If a company makes an offer of shares to its members the company—
(a) may sell on behalf of any of its subsidiaries any such shares that the subsidiary could but for this section have taken by virtue of shares in the company that are already held by the subsidiary and
(b) may pay to the subsidiary the proceeds of the sale
(9) Even though a body corporate is a member of a holding company of the body corporate it has no right to vote at—
(a) meetings of the holding company or
(b) meetings of any class of members of the holding company
(10) Subsection (9) does not apply if the body corporate is such a member in the circumstances described in subsection (2)
(11) In this section a reference to a body corporate includes a nominee for the body corporate
(12) In this section a reference to shares in relation to a holding company that is a company limited by guarantee or an unlimited company includes the interest of the company’s members whatever the form of the interest and whether or not the company has a share capital
114 担保限公司成员数增加通知处长
(1) 担保限公司成员数增加超越注册数须该公司议决增加成员数成员数增加15日(两日期中较早者准)关成员数增加通知交付处长登记该通知须符合指明格式
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(3) 条中 ——
注册数 (registered number)指 ——
(a) 关公司建议注册成员数附表2第1(e)条目载关法团成立表格数根前身条例第10(2)条关章程细述明数
(b) 处长根第(1)款获通知该公司增加成员数
114 Notifying Registrar of increase in number of members of company limited by guarantee
(1) If a company limited by guarantee increases the number of its members beyond the registered number the company must within 15 days after the increase is resolved by the company or takes place (whichever is the earlier) deliver to the Registrar for registration a notice of the increase in the specified form
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(3) In this section—
registered number注册数) means—
(a) the number of members with which the company proposes to register whether contained in the incorporation form for the purposes of section 1(e) of Schedule 2 or stated in the articles under section 10(2) of the predecessor Ordinance or
(b) the increased number of the company’s members last notified to the Registrar under subsection (1)
第5分部 —— 公司身分权力
Division 5—Capacity and Powers of Company
115 公司身分等
(1) 公司具成年然身分权利权力特权
(2) 局限第(1)款原公司 ——
(a) 作出章程细条例法律规准许该公司作出规定该公司作出作
(b) 权取持处置土
(3) 条中 ——
土 (land)包括性质种类土建筑物宅院物业单位产业权权益
115 Company’s capacity etc
(1) A company has the capacity rights powers and privileges of a natural person of full age
(2) Without limiting subsection (1) a company—
(a) may do any act that it is permitted or required to do by its articles or any Ordinance or rule of law and
(b) has power to acquire hold and dispose of land
(3) In this section—
land (土) includes any estate or interest in land buildings messuages and tenements of any nature or kind
116 公司行权力受章程细限制
(1) 公司章程细述明宗旨该公司作出该章程细没授权作出作
(2) 公司章程细明确权力变通排该公司违反该项变通排情况行该权力
(3) 公司成员提起法律程序禁止该公司违反第(1)(2)款情况作出作
(4) 关公司前作产生某项法律义务会履行该项义务作出作根第(3)款提起法律程序
(5) 公司作(包括该公司该公司作出财产转)会仅该公司违反第(1)(2)款情况作出该作属效
116 Company’s exercise of powers limited by articles
(1) If the objects of a company are stated in its articles the company must not do any act that it is not authorized to do by its articles
(2) If any power of a company is expressly modified or excluded by its articles the company must not exercise the power contrary to that modification or exclusion
(3) A member of a company may bring proceedings to restrain the company from doing any act in contravention of subsection (1) or (2)
(4) Proceedings must not be brought under subsection (3) in respect of any act to be done in fulfilment of a legal obligation arising from a previous act of the company
(5) An act by a company (including a transfer of property to or by the company) is not invalid only because the company does the act in contravention of subsection (1) or (2)
117 章程细等限制交易作公司具约束力
(1) 第119条规定外惠真诚公司交易该公司董事权该公司受约束权授权该公司受约束该权力须视受该公司关文件限制规限
(2) 第(1)款言 ——
(a) 某属某项交易作中方某公司属该项交易作中方该属该公司交易
(b) 非相反证明成立否公司交易须推定真诚行事
(c) 公司交易会仅该知道关董事作出关作属超越该等董事该公司关文件权力视真诚行事
(d) 公司交易须查究该公司董事该公司受约束权力限制授权该公司受约束权力限制
(3) 关公司成员权利提起法律程序禁制关董事作出超越权力范围作条影响该权利
(4) 关公司前作产生某项法律义务会履行该项义务作出作根第(3)款提起法律程序
(5) 关董事该等董事越权行事招致法律责受条影响
(6) 条中 ——
关文件 (relevant document)公司言指 ——
(a) 该公司章程细
(b) 该公司决议该公司成员类决议
(c) 该公司成员间协议该公司成员类成员间协议
117 Transaction or act binds company despite limitation in articles etc
(1) Subject to section 119 in favour of a person dealing with a company in good faith the power of the company’s directors to bind the company or authorize others to do so is to be regarded as free of any limitation under any relevant document of the company
(2) For the purposes of subsection (1)—
(a) a person deals with a company if the person is a party to any transaction or any other act to which the company is a party
(b) a person dealing with a company is presumed unless the contrary is proved to have acted in good faith
(c) a person dealing with a company is not to be regarded as acting in bad faith by reason only of the person’s knowing that an act is beyond the directors’ powers under any relevant document of the company and
(d) a person dealing with a company is not required to inquire as to the limitations on the power of the company’s directors to bind the company or authorize others to do so
(3) This section does not affect any right of a member of the company to bring proceedings to restrain the doing of an act that is beyond the directors’ powers
(4) Proceedings must not be brought under subsection (3) in respect of any act to be done in fulfilment of a legal obligation arising from a previous act of the company
(5) This section does not affect any liability incurred by the directors or any other person by reason of the directors’ exceeding their powers
(6) In this section—
relevant document (关文件) in relation to a company means—
(a) the company’s articles
(b) any resolutions of the company or of any class of members of the company or
(c) any agreements between the members or members of any class of members of the company
118 涉董事董事联系者交易作属致效
(1) 情况条适 ——
(a) 公司订立某项交易
(b) 该项交易原该公司具约束力：根第117条关董事该公司受约束权力授权该公司受约束权力须视受该公司关文件限制规限
(2) 关交易方包括 ——
(a) 关公司董事该公司控权公司董事
(b) 该董事关连实体
该项交易该公司提出求致效
(3) ——
(a) 复属关交易标物款项资产已
(b) 该公司该项交易导致损失损害获弥偿
(c) 非该项交易中方实际知悉关董事越权行事情况真诚付出价值取权利会该项交易致效受影响
(d) 该项交易获该公司确认
该项交易属致效
(4) 关交易否根第(2)款致效属第(2)(a)(b)款指交易方授权该项交易关公司董事均负法律责 ——
(a) 该方董事藉该项交易直接间接获收益该公司作出交代
(b) 该项交易导致损失损害该公司作出弥偿
(5) 非关公司董事证明订立关交易时该知悉关董事越权行事该须根第(4)款负法律责
(6) 第(7)款规定外条影响非属第(2)(a)(b)款指交易方权利
(7) 原讼法庭应关公司第(6)款涵盖方提出申请认公正条款确认分割关交易该项交易作废
(8) 关交易条例法律规质疑关公司负法律责条例法律规产生条排该条例法律规实施
(9) 第(2)(b)款中提述董事关连实体具第486条予涵义
(10) 条中 ——
交易 (transaction)包括作
118 Transaction or act involving directors or their associates is voidable
(1) This section applies if—
(a) a company enters into a transaction and
(b) the transaction binds the company because the power of the directors to bind the company or authorize others to do so is to be regarded under section 117 as free of any limitation under any relevant document of the company
(2) The transaction is voidable at the instance of the company if the parties to the transaction include—
(a) a director of the company or of a holding company of the company or
(b) an entity connected with such a director
(3) The transaction ceases to be voidable if—
(a) restitution of any money or other asset that was the subject matter of the transaction is no longer possible
(b) the company is indemnified for any loss or damage resulting from the transaction
(c) a person who is not a party to the transaction has acquired rights in good faith and for value and without actual notice of the directors’ exceeding their powers and those rights would be affected by the avoidance of the transaction or
(d) the transaction is affirmed by the company
(4) Whether or not the transaction is avoided under subsection (2) any party to the transaction falling within subsection (2)(a) or (b) is liable and any director of the company who has authorized the transaction is liable to—
(a) account to the company for any gain that the party or director has directly or indirectly made from the transaction and
(b) indemnify the company against any loss or damage resulting from the transaction
(5) A person who is not a director of the company is not liable under subsection (4) if the person shows that at the time of the transaction the person did not know that the directors were exceeding their powers
(6) Subject to subsection (7) this section does not affect the rights of any party to the transaction not falling within subsection (2)(a) or (b)
(7) The Court may on application by the company or a party covered by subsection (6) affirm sever or set aside the transaction on any terms it thinks just
(8) This section does not exclude the operation of any other Ordinance or rule of law by which the transaction may be called in question or any liability to the company may arise
(9) In subsection (2)(b) the reference to an entity connected with a director has the meaning given by section 486
(10) In this section—
transaction (交易) includes any act
119 第117条适某情况
(1) 第117条适获豁免公司作该作惠符合说明属例外 ——
(a) 该作作出时知悉关公司属获豁免公司
(b) 该作予十足代价知悉 ——
(i) 该作非该公司关文件准许
(ii) 该作超越该等董事权力
(2) 获豁免公司宣称转财产权益授予财产权益 ——
(a) 该作非该公司关文件准许事实
(b) 关董事符合说明情况行事事实：超越该公司关文件该等董事权力限制
影响符合说明权：十足代价取该财产该财产权益实际知悉(a)(b)段列情况
(3) 第(1)(2)款引起民事法律程序中提出事实负证明关事实举证责 ——
(a) 某知悉关公司属获豁免公司
(b) 某知悉该作非该公司关文件准许
(c) 某知悉该作超越该等董事权力
(4) 条中 ——
关文件 (relevant document)公司言指 ——
(a) 该公司章程细
(b) 该公司决议该公司成员类决议
(c) 该公司成员间协议该公司成员类成员间协议
获豁免公司 (exempted company)指符合说明公司 ——
(a) 属第103条指特许证关公司
(b) 根税务条例(第112章)第88条获豁免缴税
119 Section 117 not to apply to certain cases
(1) Section 117 does not apply to any act of an exempted company except in favour of a person who—
(a) does not know at the time of the act that the company is an exempted company or
(b) gives full consideration for the act and does not know—
(i) that the act is not permitted by any relevant document of the company or
(ii) that the act is beyond the powers of the directors
(2) If an exempted company purports to transfer or grant an interest in property the fact that—
(a) the act was not permitted by any relevant document of the company or
(b) the directors exceeded any limitation on their powers under any relevant document of the company
does not affect the title of a person who subsequently acquires the property or any interest in it for full consideration without actual notice of any of the circumstances set out in paragraph (a) or (b)
(3) In any civil proceedings arising out of subsection (1) or (2) the burden of proving that—
(a) a person knew that the company was an exempted company
(b) a person knew that the act was not permitted by any relevant document of the company or
(c) a person knew that the act was beyond the powers of the directors
lies on the person who asserts that fact
(4) In this section—
exempted company (获豁免公司) means a company—
(a) to which a licence under section 103 relates and
(b) that is exempt from tax under section 88 of the Inland Revenue Ordinance (Cap 112)
relevant document (关文件) in relation to a company means—
(a) the company’s articles
(b) any resolutions of the company or of any class of members of the company or
(c) any agreements between the members or members of any class of members of the company
120 章程细等中披露事宜法律构定知悉
仅事宜文件中披露视知悉该事项 ——
(a) 处长备存公司章程细
(b) 处长备存申报表决议
120 No constructive notice of matters disclosed in articles etc
A person is not to be regarded as having notice of any matter merely because the matter is disclosed in—
(a) the articles of a company kept by the Registrar or
(b) a return or resolution kept by the Registrar
第6分部 —— 公司合约
Division 6—Contracts of Company
121 公司订立代表公司订立合约
(1) 条适符合说明合约 ——
(a) 然间订立法律规定须书面形式订立须盖印章者
(b) 然间订立法律规定须书面形式订立合约方签署者
(c) 口头方式(非书面形式)订立合约然间订立会法律属效者
(2) 公司藉方式订立第(1)(a)款指明合约 ——
(a) 书面形式订立盖该公司法团印章(话)
(b) 书面形式订立第127(3)条签立合约中说明(措词)该公司签立
(3) 第(1)(b)款指明合约藉书面形式代表公司订立获该公司授权(明订默示)行事签署
(4) 第(1)(c)款指明合约获公司授权(明订默示)行事口头方式代表该公司订立
(5) 条订立合约 ——
(a) 法律效
(b) 关公司继承者该合约方均具约束力
(6) 条订立合约条批准订立该合约相方式予更改解
121 Contracts made by or on behalf of company
(1) This section applies to—
(a) a contract that would be required by law to be in writing and under seal if made between natural persons
(b) a contract that would be required by law to be in writing and to be signed by the parties to the contract if made between natural persons and
(c) a contract that though made orally and not in writing would by law be valid if made between natural persons
(2) A contract specified in subsection (1)(a) may be made by a company—
(a) in writing under the company’s common seal (if any) or
(b) in writing executed in accordance with section 127(3) and expressed (in whatever words) to be executed by the company
(3) A contract specified in subsection (1)(b) may be made on behalf of a company in writing signed by any person acting with the company’s authority (whether express or implied)
(4) A contract specified in subsection (1)(c) may be made on behalf of a company orally by any person acting with the company’s authority (whether express or implied)
(5) A contract made in accordance with this section—
(a) is effective in law and
(b) binds the company and its successors and all other parties to the contract
(6) A contract made in accordance with this section may be varied or discharged in the same manner in which it is authorized by this section to be made
122 公司成立法团前订立合约
(1) 合约公司成立法团前该公司名义订立代表该公司订立条适
(2) 明订协议相反规定外 ——
(a) 关合约意代表关公司作该公司代理订立合约般具效力
(b) 该该合约承担法律责权强制执行该合约
(3) 关公司成立法团追认关合约追认范围犹情况样 ——
(a) 该公司该合约订立时已成立法团
(b) 该合约未获该公司授权代理代表该公司订立
(4) 第(2)(b)款规定关合约获关公司追认该项追认时该款述承担法律责假该该公司成立法团未获该公司授权代理身分代表该公司订立该合约便须承担法律责
122 Contracts made before company’s incorporation
(1) This section applies if a contract purports to have been made in the name or on behalf of a company before the company was incorporated
(2) Subject to any express agreement to the contrary—
(a) the contract has effect as a contract entered into by the person purporting to act for the company or as an agent for the company and
(b) the person is personally liable on the contract and is entitled to enforce the contract
(3) After incorporation the company may ratify the contract to the same extent as if—
(a) the company had already been incorporated when the contract was entered into and
(b) the contract had been entered into on the company’s behalf by an agent acting without the company’s authority
(4) Despite subsection (2)(b) if the contract is ratified by the company then on and after the ratification the liability of the person mentioned in that subsection is not greater than the liability that the person would have incurred if the person had entered into the contract after the company’s incorporation as an agent acting without the company’s authority
123 汇票承付票
汇票承付票获公司授权行事该公司名义代表公司该公司开立承兑背书须视该代表该公司开立承兑背书
123 Bills of exchange and promissory notes
If a bill of exchange or promissory note is made accepted or endorsed in the name of or by or on behalf or on account of a company by a person acting with the company’s authority the bill or note is to be regarded as having been made accepted or endorsed on the company’s behalf
第7分部 —— 签立文件
Division 7—Execution of Documents
第1次分部 —— 公司印章
Subdivision 1—Company Seal
124 公司备法团印章等
(1) 公司备法团印章
(2) 公司法团印章须属金属印章印章阅字样第(2A)款规定刻该公司名称 (2018年第35号第10条修订)
(2A) 公司法团印章须 ——
(a) 公司兼中文名称英文名称——刻该中文名称该英文名称两者兼刻
(b) 公司中文名称英文名称——刻该中文名称该英文名称 (2018年第35号第10条增补)
(3) 第(2)款遭违反公司名责均属犯罪处第3级罚款
(4) 公司高级员代表公司授权该公司法团印章印章该印章违反第(2)款规定该高级员代表公司属犯罪处第3级罚款
124 Company may have common seal etc
(1) A company may have a common seal
(2) A company’s common seal must be a metallic seal having the company’s name engraved on it in compliance with subsection (2A) in legible form (Amended 35 of 2018 s 10)
(2A) A company’s common seal must be engraved with—
(a) if the company has both an English name and a Chinese name—the English name or the Chinese name or both or
(b) if the company has only an English name or a Chinese name—the English name or the Chinese name (Added 35 of 2018 s 10)
(3) If subsection (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(4) If an officer of a company or a person on behalf of a company uses or authorizes the use of a seal that purports to be the company’s common seal and that contravenes subsection (2) the officer or person commits an offence and is liable to a fine at level 3
125 供外正式印章
(1) 备法团印章公司备正式印章供香港外方
(2) 述正式印章须属关公司法团印章复制该正式印章须阅字样刻该印章方名称
(3) 备正式印章供某方公司藉盖法团印章书面文件授权获委派该方该公司属中方契文件盖该正式印章
(4) 某公司签立代理交易该公司该间言该代理权限 ——
(a) (关授权述明段期间述明该授权该期间持续)该期间完结前
(b) (该授权述明该期间)该接获撤销终止该代理权限通知前
持续效
(5) 盖正式印章须盖该印章契文件书面核证盖章日期点
(6) 盖正式印章契文件关公司具约束力犹该契文件已藉盖该公司法团印章签立样
(7) 条中 ——
签立代理 (executing agent)公司言指根第(3)款获该公司授权
125 Official seal for use abroad
(1) A company with a common seal may have an official seal for use outside Hong Kong
(2) Such an official seal must be a replica of the company’s common seal but have engraved on it in legible form the name of every place where it is to be used
(3) A company with an official seal for use in a place may by writing under its common seal authorize any person appointed for the purpose to affix in that place the official seal to any deed or any other document to which the company is a party
(4) As between a company and any person dealing with an executing agent of the company the authority of the agent continues—
(a) if the authorization mentions a period during which the authority is to continue until the end of the period or
(b) if the authorization does not mention such a period until a notice of revocation or termination of the agent’s authority has been given to the person
(5) The person affixing an official seal must on the deed or other document to which the seal is affixed certify in writing the date on which and the place at which the seal is so affixed
(6) A deed or other document to which an official seal is affixed binds the company as if it had been executed under the company’s common seal
(7) In this section—
executing agent (签立代理) in relation to a company means a person authorized by the company under subsection (3)
126 供股份证明书等盖印正式印章
(1) 备法团印章公司备正式印章 ——
(a) 供该公司发行证券盖印
(b) 供设定证明该公司发行证券文件盖印
(2) 述正式印章须属关公司法团印章复制该正式印章须阅字样刻securities字证券字样时刻该字该等字样
(3) 公司1984年8月31日前成立法团备述正式印章该印章第(1)款述证券文件盖印 ——
(a) 组成规该公司文书中规定
(b) 该日期前订立关盖该印章证券文件文书中规定
126 Official seal for sealing share certificates etc
(1) A company with a common seal may have an official seal—
(a) for sealing securities issued by the company or
(b) for sealing documents creating or evidencing securities issued by the company
(2) Such an official seal must be a replica of the company’s common seal but have engraved on it in legible form the word securities or the characters 证券 or both such word and characters
(3) A company that was incorporated before 31 August 1984 and that has such an official seal may use the seal for sealing any securities or documents mentioned in subsection (1) despite anything in—
(a) any instrument constituting or regulating the company or
(b) any instrument made before that date relating to securities or documents sealed with the seal
第2次分部 —— 签立规定
Subdivision 2—Execution Requirements
127 公司签立文件
(1) 公司藉盖法团印章签立文件
(2) 公司藉盖法团印章签立文件该印章须章程细条文盖
(3) 公司藉方式签立文件 ——
(a) (属名董事公司) 该董事代表该公司签署该文件
(b) (属2名2名董事公司) 士代表该公司签署该文件 ——
(i) 该2名董事2名该等董事
(ii) 该公司董事该公司公司秘书
(4) 第(3)款言某代表2间2间公司签署文件该须分身分签署该文件
(5) 第(3)款签署中说明(措词)关公司签立文件具效力犹该文件已藉盖该公司法团印章签立样
(6) 惠第(7)款指明文件已第(3)款签署该文件须视已某公司签立
(7) 关士属付出价值代价真诚购买包括 ——
(a) 承租
(b) 承
(c) 价值代价取关财产
(8) 条适符合说明文件：某公司名义代表签立某公司名义代表签立该否公司
127 Execution of documents by company
(1) A company may execute a document under its common seal
(2) If a company executes a document under its common seal the seal must be affixed in accordance with the provisions of its articles
(3) A company may also execute a document—
(a) in the case of a company with only one director by having it signed by the director on the company’s behalf or
(b) in the case of a company with 2 or more directors by having it signed on the company’s behalf by—
(i) the 2 directors or any 2 of the directors or
(ii) any of the directors and the company secretary of the company
(4) For the purposes of subsection (3) if a person is to sign a document on behalf of 2 or more companies the person must sign the document separately in each capacity
(5) A document signed in accordance with subsection (3) and expressed (in whatever words) to be executed by the company has effect as if the document had been executed under the company’s common seal
(6) In favour of a person specified in subsection (7) a document is to be regarded as having been executed by a company if the document purports to have been signed in accordance with subsection (3)
(7) The person is a purchaser in good faith for valuable consideration and includes—
(a) a lessee
(b) a mortgagee or
(c) any other person who for valuable consideration acquires the property
(8) This section also applies to a document that is executed or purports to be executed by a company in the name of or on behalf of another person whether or not that other person is also a company
128 公司签立契
(1) 公司藉方式签立文件作契 ——
(a) 第127条签立该文件
(b) 该文件中说明(措词)该文件关公司作契签立
(c) 该文件作契交付
(2) 第(1)(c)款言非相反证明成立否某文件第127条签立须推定作契交付
(3) 条条例条文突抵触处该等突抵触范围条准
128 Execution of deeds by company
(1) A company may execute a document as a deed by—
(a) executing it in accordance with section 127
(b) having it expressed (in whatever words) to be executed by the company as a deed and
(c) delivering it as a deed
(2) For the purposes of subsection (1)(c) a document is presumed unless the contrary is proved to be delivered as a deed on its being executed in accordance with section 127
(3) If there is any conflict or inconsistency between this section and the provisions of any other Ordinance this section prevails over those provisions to the extent of the conflict or inconsistency
129 公司受权签立契文件
(1) 公司藉作契签立文书般特定事宜赋权作受权香港方代表该公司签立契文件
(2) 某受权代表关公司签立契文件具效力该公司具约束力犹该契文件该公司签立样
(3) 条例签立授权书实施受条影响
129 Execution of deeds or other documents by attorney for company
(1) A company may either generally or in respect of any specific matter by an instrument executed as a deed empower any person as its attorney to execute a deed or any other document on its behalf in Hong Kong or elsewhere
(2) A deed or any other document executed by an attorney on behalf of the company binds the company and has effect as if it were executed by the company
(3) This section does not affect the operation of any other Ordinance as to the execution of powers of attorney
第8分部 —— 限公司重新注册股份限公司
Division 8—Reregistration of Unlimited Company as Company Limited by Shares
130 限公司申请重新注册股份限公司
(1) 1984年8月31日注册限公司公司 ——
(a) 通第(2)款指明特决议
(b) 第131条申请书交付处长登记
该公司重新注册股份限公司
(2) 述特决议 ——
(a) 须议决关公司重新注册股份限公司
(b) 须述明重新注册时成员法律责种方式加限制
(c) 须订定该公司章程细作出符合说明修改：该等修改属必该章程细符合条例根条例组成股份限公司公司章程细规定
(d) 须载第(3)款指明陈述
(e) 述明该公司发行股份高数目
(3) 述陈述须 ——
(a) 述明关公司重新注册前已发行股份总数该公司建议重新注册时发行股份总数
(b) 述明该公司重新注册前成员已认购股总额成员该公司重新注册时认购股总额
(c) 述明视已该公司重新注册前已发行股份总数缴付款额尚未视尚未该等股份总数缴付款额视已该公司建议重新注册时发行股份总数缴付款额尚未视尚未该等股份总数缴付款额
(d) 该等股重新注册时分类股份述明该等类类言述明 ——
(i) 第(5)款指明详情
(ii) 该公司重新注册前已发行该类股份总数该公司建议重新注册时发行该类股份总数
(iii) 该公司重新注册前成员已认讲该类股总额成员该公司重新注册时认购该类股总额
(iv) 视已该公司重新注册前已发行该类股份总数缴付款额尚未视尚未该等股份总数缴付款额视已该公司建议重新注册时发行该类股份总数缴付款额尚未视尚未该等股份总数缴付款额
(e) 名成员言述明 ——
(i) 关公司重新注册前已该成员发行股份数目该公司建议重新注册时该成员发行股份数目
(ii) 该公司重新注册前该成员已认购股总额该成员该公司重新注册时认购股总额
(4) 建议重新注册时某成员发行股份属22类第(3)(e)款规定资料须类述明
(5) 第(3)(d)款言关详情 ——
(a) 关类股份附带表决权详情包括某情况产生权利
(b) 该类股份附带分派股息时参该项分派权利详情
(c) 该类股份附带分派股时(包括进行清盘时)参该项分派权利详情
(d) 该类股份否属赎回股份
130 Unlimited company may apply for reregistration as company limited by shares
(1) A company registered as an unlimited company on or after 31 August 1984 may be reregistered as a company limited by shares if the company—
(a) passes a special resolution specified in subsection (2) and
(b) delivers to the Registrar for registration an application in accordance with section 131
(2) The special resolution—
(a) must resolve that the company is to be reregistered as a company limited by shares
(b) must state the manner in which the liability of the members is to be limited on the reregistration
(c) must provide for the alterations to the company’s articles that are necessary to bring the articles into conformity with the requirements of this Ordinance in respect of the articles of a company to be formed under this Ordinance as a company limited by shares
(d) must contain a statement specified in subsection (3) and
(e) may state the maximum number of shares that the company may issue
(3) The statement—
(a) must state the total number of shares in the company issued before the reregistration and the total number of shares that the company proposes to issue on the reregistration
(b) must state the total amount of share capital subscribed by its members before the reregistration and the total amount of share capital to be subscribed by its members on the reregistration
(c) must state the amount to be paid up or to be regarded as paid up and the amount to remain unpaid or to be regarded as remaining unpaid on the total number of shares issued before the reregistration and on the total number of shares that the company proposes to issue on the reregistration
(d) if the share capital is to be divided into different classes of shares on the reregistration must also state the classes and for each class—
(i) the particulars specified in subsection (5)
(ii) the total number of shares in that class issued before the reregistration and the total number of shares in that class that the company proposes to issue on the reregistration
(iii) the total amount of share capital in that class subscribed by its members before the reregistration and the total amount of share capital in that class to be subscribed by its members on the reregistration and
(iv) the amount to be paid up or to be regarded as paid up and the amount to remain unpaid or to be regarded as remaining unpaid on the total number of shares in that class issued before the reregistration and on the total number of shares in that class that the company proposes to issue on the reregistration and
(e) must state in respect of each member—
(i) the number of shares that the company issued to the member before the reregistration and the number of shares that the company proposes to issue to the member on the reregistration and
(ii) the total amount of share capital subscribed by the member before the reregistration and the total amount of share capital to be subscribed by the member on the reregistration
(4) If the shares proposed to be issued to a member on the reregistration belong to 2 or more classes the information required under subsection (3)(e) must be stated in respect of each class
(5) The particulars for the purposes of subsection (3)(d) are—
(a) particulars of any voting rights attached to shares in the class including rights that arise only in certain circumstances
(b) particulars of any rights attached to shares in the class as respects dividends to participate in a distribution
(c) particulars of any rights attached to shares in the class as respects capital to participate in a distribution (including on a winding up) and
(d) whether or not shares in the class are redeemable shares
131 重新注册申请
(1) 第130(1)条指申请须 ——
(a) 符合指明格式
(b) 附关特决议建议修改该公司章程细文
(2) 述申请处长已收取根第622条交付处长特决议文日交付处长
131 Application for reregistration
(1) An application under section 130(1)—
(a) must be in the specified form and
(b) must be accompanied by a copy of the company’s articles as proposed to be altered by the special resolution
(2) Such an application may only be delivered to the Registrar on or after the date on which the Registrar receives a copy of the special resolution delivered under section 622
132 新公司注册证明书发出
(1) 注册根第131(1)条交付申请章程细文时处长须发出新公司注册证明书核证该公司属股份限公司
(2) 述证明书须处长签署
(3) 述证明书发出 ——
(a) 关公司成股份限公司
(b) 条例规定根第130(2)(c)条重新注册通特决议订该公司章程细作出修改告生效
(4) 根第(1)款发出公司注册证明书属事项确证 ——
(a) 条例中关公司重新注册规定已获遵守
(b) 该公司已根条例获重新注册股份限公司
132 Issue of fresh certificate of incorporation
(1) On registering an application and a copy of the articles delivered under section 131(1) the Registrar must issue a fresh certificate of incorporation certifying that the company is a company limited by shares
(2) The certificate must be signed by the Registrar
(3) On the issue of the certificate—
(a) the company becomes a company limited by shares and
(b) the alterations to the company’s articles as provided for in the special resolution for reregistration under section 130(2)(c) take effect despite anything in this Ordinance
(4) A certificate of incorporation issued under subsection (1) is conclusive evidence that—
(a) all the requirements of this Ordinance in respect of reregistration of the company have been complied with and
(b) the company is reregistered as a company limited by shares under this Ordinance
133 重新注册股份限公司公司清盘
(1) 情况条适 ——
(a) 公司根分部前身条例第19条重新注册股份限公司
(b) 该公司清盘
(2) 公司(清盘杂项条文)条例(第32章)第170(1)(a)条规定清盘重新注册日起计3年展开时非关公司成员重新注册时成员负法律责该公司重新注册前订立合约承担债项债务作出付款作该公司资产
(3) 公司(清盘杂项条文)条例(第32章)第170(1)(c)条规定名公司重新注册时该公司成员均已该公司成员重新注册时属该公司成员成员负法律责该公司重新注册前订立合约承担债项债务作出付款作该公司资产
(4) 关公司现成员已支付根公司(清盘杂项条文)条例(第32章)规定该等成员须分担支付款项第(3)款适
(5) 公司(清盘杂项条文)条例(第32章)第170(1)(d)条规定某根第(2)(3)款负法律责分担支付款额限
___________
133 Winding up of company reregistered as company limited by shares
(1) This section applies if—
(a) a company is reregistered as a company limited by shares under this Division or section 19 of the predecessor Ordinance and
(b) the company is wound up
(2) Despite section 170(1)(a) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) a person who is not a member of the company but was a member at the time of the reregistration is liable to contribute to the assets of the company in respect of debts and liabilities of the company contracted before the reregistration if the winding up commences within 3 years beginning on the day of the reregistration
(3) Despite section 170(1)(c) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) a person who was a member or a past member of the company at the time of the reregistration is liable to contribute to the assets of the company in respect of debts and liabilities of the company contracted before the reregistration if every person who was a member of the company at that time is no longer a member of the company
(4) Subsection (3) applies even though the existing members of the company have satisfied the contribution required to be made by them under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(5) Despite section 170(1)(d) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) there is no limit on the amount that a person is liable to contribute under subsection (2) or (3)
___________
第4部
Part 4
股
(格式变更——2013年第1号编辑修订纪录)
Share Capital
(Format changes—ER 1 of 2013)
第1分部 —— 股份性质
Division 1—Nature of Shares
134 股份性质转性
(1) 成员持公司股份公司中权益属非土财产
(2) 成员持公司股份公司中权益均该公司章程细转
134 Nature and transferability of shares
(1) A share or other interest of a member in a company is personal property
(2) A share or other interest of a member in a company is transferable in accordance with the company’s articles
135 股份没面值
(1) 公司股份没面值
(2) 条适条生效日期#前发行股份适该日期日发行股份
附注——
附表11第4部第2分部载关废止面值渡性条文
_____________________
编辑附注：
# 生效日期：2014年3月3日
135 No nominal value
(1) Shares in a company have no nominal value
(2) This section applies to shares issued before the commencement date# of this section as well as shares issued on or after that date
Note—
Division 2 of Part 4 of Schedule 11 contains transitional provisions relating to the abolition of nominal value
_____________________
Editorial Note
# Commencement date 3 March 2014
136 股份编号
(1) 第(2)(3)款规定外公司股份均须适号码作识
(2) 时间 ——
(a) 公司已发行股份均属已缴足股款股份目言位阶属相等
(b) 公司某类已发行股份均属已缴足股款股份目言位阶属相等
该等股份保持属已缴足股款股份目言位阶时已发行属已缴足股款相类股份相等需识号码
(3) 公司发行新股份发行条款该等新股份段超12月期间目言位阶该公司现股份相等该公司某类现股份相等该等新股份相应现股份属已缴足股款股份目言位阶属相等两者均需识号码
(4) 第(3)款适关股份未予编号新股份股份证明书均须加适文字适印明
136 Numbering of shares
(1) Each share in a company must be distinguished by an appropriate number except as provided by subsection (2) or (3)
(2) If at any time—
(a) all the issued shares in a company are fully paid up and rank equally for all purposes or
(b) all the issued shares of a particular class in a company are fully paid up and rank equally for all purposes
none of those shares is required to have a distinguishing number as long as it remains fully paid up and ranks equally for all purposes with all shares of the same class for the time being issued and fully paid up
(3) If new shares are issued by a company on the terms that within a period not exceeding 12 months they will rank equally for all purposes with all the existing shares or with all the existing shares of a particular class in the company neither the new shares nor the corresponding existing shares are required to have distinguishing numbers as long as all of them are fully paid up and rank equally for all purposes
(4) If subsection (3) applies and the shares are not numbered any share certificates for the new shares must be appropriately worded or enfaced
137 没相反证股份证明书权证明
没相反证情况指明成员持公司股份该公司发行股份证明书属该成员该等股份权证明
137 Share certificate to be proof of title in the absence of contrary evidence
In the absence of evidence to the contrary a certificate issued by a company specifying any shares held by a member in the company is proof of the member’s title to the shares
138 废发行股额权力
公司没股份转换股额权力
附注——
第174175条载关股额转换股份条文
138 Repeal of power to issue stock
A company does not have power to convert its shares into stock
Note—
Sections 174 and 175 contain provisions relating to the reconversion of stock into shares
139 废发行股份权证权力
(1) 公司没发行股份权证权力
(2) 条生效日期#前发行股份权证持权交出该证注销时姓名名称记入公司成员登记册
(3) 公司关股份权证没交出注销情况持姓名名称记入该公司成员登记册该公司须该姓名名称记入该登记册导致蒙受损失负法律责
(4) 公司须成员登记册记入股份权证交出日期
(5) 公司章程细订定股份权证持十足程度该章程细指明目言视该公司成员
_____________________
编辑附注：
# 生效日期：2014年3月3日
139 Repeal of power to issue share warrants
(1) A company does not have power to issue a share warrant
(2) The bearer of a share warrant issued before the commencement date# of this section is entitled on surrendering it for cancellation to have the bearer’s name entered in the register of members of the company
(3) If the company enters the bearer’s name in the register of its members without the share warrant being surrendered and cancelled the company is liable for any loss suffered by a person as a result of the bearer’s name being entered in the register
(4) The company must enter the date of surrender of a share warrant in the register of its members
(5) If a company’s articles so provide the bearer of a share warrant may be regarded as a member of the company either to the full extent or for any purposes specified in the articles
_____________________
Editorial Note
# Commencement date 3 March 2014
第2分部 —— 股份配发发行
Division 2—Allotment and Issue of Shares
140 董事行权力配发股份授予权利
(1) 第141条规定外公司董事行权力 ——
(a) 配发公司股份权力
(b) 授予认购公司股份权利权力授予证券转换公司股份权利权力
(2) 第(1)款适 ——
(a) 项公司成员持股例作出约配发股份授予权利
(b) 公司成员持股例派发红股时配发股份授予权利
(c) 公司创办成员配发该成员藉签署该公司章程细意承购股份
(d) 项授予认购股份权利项授予证券转换股份权利进行股份配发前提该项权利第141条指批准授予
(3) 施行第(2)(a)款成员址法律准许作出关约该约需该成员作出
(4) 董事明知违反条授权准许违反条属犯罪
(5) 董事犯第(4)款订罪行处第5级罚款监禁6月
(6) 条第141条影响配发交易效性
140 Exercise by directors of power to allot shares or grant rights
(1) Except in accordance with section 141 the directors of a company must not exercise any power—
(a) to allot shares in the company or
(b) to grant rights to subscribe for or to convert any security into shares in the company
(2) Subsection (1) does not apply to—
(a) an allotment of shares or grant of rights under an offer made to the members of the company in proportion to their shareholdings
(b) an allotment of shares or grant of rights on a bonus issue of shares to the members of the company in proportion to their shareholdings
(c) an allotment to a founder member of a company of shares that the member by signing the company’s articles has agreed to take or
(d) an allotment of shares made in accordance with a grant of a right to subscribe for or to convert any security into shares if the right was granted in accordance with an approval under section 141
(3) For the purposes of subsection (2)(a) the offer is not required to be made to any member whose address is in a place where the offer is not permitted under the law of that place
(4) A director commits an offence if the director knowingly contravenes or authorizes or permits a contravention of this section
(5) A director who commits an offence under subsection (4) is liable to a fine at level 5 and to imprisonment for 6 months
(6) Nothing in this section or section 141 affects the validity of an allotment or other transaction
141 公司批准股份配发权利授予
(1) 公司藉决议事先予批准该公司董事行权力 ——
(a) 配发公司股份权力
(b) 授予认购公司股份权利权力授予证券转换公司股份权利权力
(2) 公司述权力行予次性批准予般性批准批准附带条件受条件规限
(3) 第(4)(5)款规限 ——
(a) 公司须举行周年成员会两项情况中较早出现者出现时述批准告期满失效 ——
(i) 紧接予该批准举行周年成员会结束
(ii) 予该批准规定须举行次周年成员会限期届满
(b) 公司第612(1)条须举行周年成员会述批准该条规定获符合日期期满失效
(c) 公司理须举行周年成员会述批准该批准指明日期(该日期超逾予批准12月)期满失效
(4) 公司时藉决议撤销更改关批准
(5) 符合两项条件董事批准期满失效配发股份授予权利 ——
(a) 该项配发授予根项关公司该项批准期满失效前作出批出约协议选择权进行
(b) 该批准容许公司作出批出会具效力约协议选择权：规定该批准期满失效配发股份授予权利
141 Allotment of shares or grant of rights with company approval
(1) The directors of a company may exercise a power—
(a) to allot shares in the company or
(b) to grant rights to subscribe for or to convert any security into shares in the company
if the company gives approval in advance by resolution of the company
(2) Approval may be given for a particular exercise of the power or for its exercise generally and may be unconditional or subject to conditions
(3) Subject to subsections (4) and (5) an approval expires—
(a) if the company is required to hold an annual general meeting on the earlier of—
(i) the conclusion of the annual general meeting held next after the approval was given
(ii) the expiry of the period within which the next annual general meeting after the approval was given is required to be held
(b) if the company is not required to hold an annual general meeting because of section 612(1) on the date on which the requirements of that section are satisfied or
(c) if the company is not required to hold an annual general meeting for any other reason on the date specified in the approval which must not be more than 12 months after the approval was given
(4) An approval may be revoked or varied at any time by resolution of the company
(5) The directors may allot shares or grant rights after an approval has expired if—
(a) the shares are allotted or the rights are granted under an offer agreement or option made or granted by the company before the approval expired and
(b) the approval allowed the company to make or grant an offer agreement or option that would or might require shares to be allotted or rights to be granted after the approval had expired
142 配发申报书
(1) 限公司须股份配发月符合第(2)款配发申报书交付处长登记
(2) 申报书 ——
(a) 须符合指明格式
(b) 须载项紧接配发时状况准股说明该项说明须符合第201条 (2018年第35号第11条修订)
(c) 须述明 ——
(i) 配发股份数目
(ii) 名获配发者姓名名称址
(iii) (公司已发行股该项配发增加)增加款额
(d) 须代价(全部部分属金钱代价非金钱代价)配发股份 ——
(i) 述明已视作已股份缴付款额(话)尚未视作尚未股份缴付款额
(ii) (属全部部分非金钱代价根第13部第2分部作出安排进行配发)载认许该安排原讼法庭命令详情
(iii) (属情况全部部分非金钱代价进行配发) 载该等股份配发关售卖合约详情服务代价订立合约详情
(e) 须入帐列已缴足股款(否资化)配发股份 ——
(i) 述明视作已股份缴付款额
(ii) 载授权进行该项资化配发决议详情
(3) 限公司违反第(1)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(4) 限公司没股份配发月交付符合第(2)款申报书原讼法庭应关公司责申请交付该申报书限期延长段原讼法庭决定期间
(5) 原讼法庭须信纳事项方根第(4)款延长限期 ——
(a) 关公司没交付关申报书属意外心失
(b) 延长限期公正公
(6) 原讼法庭延长交付申报书限期关公司责已第(3)款指罪行招致法律责告终绝第(1)款犹提述月提述该延长限期情况具效力
142 Return of allotment
(1) Within one month after an allotment of shares a limited company must deliver to the Registrar for registration a return of the allotment that complies with subsection (2)
(2) A return—
(a) must be in the specified form
(b) must include a statement of capital as at the time immediately after the allotment that complies with section 201 (Amended 35 of 2018 s 11)
(c) must state—
(i) the number of shares allotted
(ii) the name and address of each allottee and
(iii) if the company’s issued share capital is increased as a result of the allotment the amount of the increase
(d) for any shares allotted for consideration (whether wholly or partly cash consideration or noncash consideration)—
(i) must state the amount paid or regarded as paid on each share and the amount (if any) remaining unpaid or regarded as remaining unpaid on each share
(ii) in the case of an allotment wholly or partly for noncash consideration under an arrangement made under Division 2 of Part 13 must contain particulars of the order of the Court sanctioning the arrangement and
(iii) in any other case of an allotment wholly or partly for noncash consideration must contain particulars of the contract for sale or for services or other consideration in respect of which the shares were allotted and
(e) for any shares allotted credited as fully paid up (whether on or without a capitalization)—
(i) must state the amount regarded as paid on each share and
(ii) must contain particulars of the resolution authorizing the capitalization or allotment
(3) If a limited company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(4) If a limited company fails to deliver a return that complies with subsection (2) within one month after an allotment of shares the Court may on application by the company or a responsible person of the company extend the period for delivery of the return by a period determined by the Court
(5) The Court may extend a period under subsection (4) only if it is satisfied—
(a) that failure to deliver the return was accidental or due to inadvertence or
(b) that it is just and equitable to extend the period
(6) If the Court extends the period for delivery of a return any liability already incurred by the company or a responsible person of the company for an offence under subsection (3) is extinguished and subsection (1) has effect as if the reference to one month were a reference to the extended period
143 配发登记
(1) 公司须切实行范围快登记股份配发须配发日期2 月作出登记登记方式成员登记册记入第627(2)(3)条述资料
(2) 公司没股份配发日期2月登记该项配发该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
143 Registration of allotment
(1) A company must register an allotment of shares as soon as practicable and in any event within 2 months after the date of the allotment by entering in the register of its members the information referred to in section 627(2) and (3)
(2) If a company fails to register an allotment of shares within 2 months after the date of the allotment the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
144 配发发出股份证明书
(1) 公司须股份配发2 月制成该等股份股份证明书备妥该等股份证明书供交付
(2) 股份发行条件规定第(1)款适
(3) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
144 Issue of share certificate on allotment
(1) Within 2 months after an allotment of shares a company must complete the certificates for the shares and have the certificates ready for delivery
(2) Subsection (1) does not apply if the conditions of issue of the shares provide otherwise
(3) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
145 关交付股份证明书原讼法庭命令
(1) 公司股份配发违反第144条权获该等股份股份证明书该公司送达通知求该公司10日该等股份证明书交付该
(2) 第(1)款指通知某日送达公司该公司没该日10日交付关股份证明书关士原讼法庭申请第(3)款指命令
(3) 原讼法庭应第(2)款指申请作出项命令指示关公司高级员该命令指明限期关股份证明书交付关士
(4) 述命令规定关申请讼费附带费均须关公司关违反行负责高级员承担
145 Order of Court for delivery of share certificate
(1) If a company contravenes section 144 in relation to an allotment of shares a person entitled to the certificates for the shares may serve a notice on the company requiring it to deliver the certificates to the person within 10 days
(2) If a company on which a notice has been served under subsection (1) does not deliver the certificates within 10 days after service of the notice the person may apply to the Court for an order under subsection (3)
(3) On an application under subsection (2) the Court may make an order directing the company and any officer of the company to deliver the certificates to the person within the period specified in the order
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention
146 原讼法庭发行配发效
(1) 公司意发行股份配发股份 ——
(a) 该项发行配发理属效理属效
(b) 该项发行配发条款 ——
(i) 抵触条例条例获条例条例批准
(ii) 抵触公司章程细获公司章程细批准
条适
(2) 关公司该公司债权关股份持承均原讼法庭申请项命令关发行配发效确认关发行配发条款
(3) 原讼法庭信纳作出第(2)款指命令公正公作出该命令
(4) 述命令正式文交付处长时该命令意进行发行配发时起具效力
146 Validation by Court of issue or allotment
(1) This section applies if a company purports to issue or allot shares and—
(a) the issue or allotment is or may be invalid for any reason or
(b) the terms of the issue or allotment are inconsistent with or not authorized by—
(i) this Ordinance or any other Ordinance or
(ii) the company’s articles
(2) The company a creditor of the company or a holder or mortgagee of any of the shares may apply to the Court for an order validating or confirming the terms of the issue or allotment
(3) The Court may make an order under subsection (2) if the Court is satisfied that it is just and equitable to do so
(4) On delivery of an office copy of the order to the Registrar the order has effect from the time of the purported issue or allotment
第3分部 —— 佣金费
Division 3—Commissions and Expenses
147 佣金折扣津贴般禁止
(1) 第148条准许情况外公司运股份股作直接间接支付予某佣金折扣津贴作代价交换该 ——
(a) 条件条件认购该公司股份意认购该等股份
(b) 促致意促致条件条件认购该公司股份
(2) 公司运关股份股关宏旨该等股份股计入该公司取财产买款计入该公司执行工作合约价该等股份股名义买款合约价中支付方式运均属运该等股份股
(3) 条影响公司支付纪费
147 General prohibition of commissions discounts and allowances
(1) Except as permitted by section 148 a company must not apply any of its shares or share capital either directly or indirectly in payment of any commission discount or allowance to a person in consideration of the person—
(a) subscribing or agreeing to subscribe (whether absolutely or conditionally) for shares in the company or
(b) procuring or agreeing to procure subscriptions (whether absolute or conditional) for shares in the company
(2) It is immaterial how the shares or share capital are applied whether by being added to the purchase money of property acquired by the company or to the contract price of work to be executed for the company or being paid out of the nominal purchase money or contract price or otherwise
(3) Nothing in this section affects the payment of brokerage by a company
148 获准佣金
(1) 第(2)款述条件获符合公司支付佣金予某作代价交换该 ——
(a) 条件条件认购该公司股份意认购该等股份
(b) 促致意促致条件条件认购该公司股份
(2) 述条件 ——
(a) 关佣金支付获公司章程细批准
(b) 支付意支付佣金超两款额中较者 ——
(i) 发行股份价格10
(ii) 章程细批准款额佣金率
(c) (没公众士作出认购关股份约) 公司支付关款项前 ——
(i) 份符合指明格式披露佣金款额佣金率关收取佣金意条件认购股份(话)数目通知书交付处长登记
(ii) 公司发出邀请认购股份通告通知披露佣金款额佣金率关收取佣金意条件认购股份(话)数目
(3) 公司售卖东西该公司发起收取该公司款项股份形式作出付款均运收取款项股份部分支付该公司直接支付便会获条准许支付佣金
(4) 公司违反第(2)(c)(i)款提述条件该公司名责均属犯罪处第4级罚款
148 Permitted commissions
(1) If the conditions in subsection (2) are satisfied a company may pay a commission to a person in consideration of the person—
(a) subscribing or agreeing to subscribe (whether absolutely or conditionally) for shares in the company or
(b) procuring or agreeing to procure subscriptions (whether absolute or conditional) for shares in the company
(2) The conditions are that—
(a) the payment of the commission is authorized by the company’s articles
(b) the commission paid or agreed to be paid does not exceed the lesser of—
(i) 10 of the price at which the shares are issued
(ii) the amount or rate authorized by the articles and
(c) if the shares are not offered to the public for subscription the company before making the payment—
(i) delivers to the Registrar for registration a notice in the specified form disclosing the amount or rate of the commission and the number of shares (if any) that persons have agreed for a commission to subscribe for absolutely and
(ii) discloses the amount or rate of the commission and the number of shares (if any) that persons have agreed for a commission to subscribe for absolutely in any circular or notice issued by the company inviting subscriptions for the shares
(3) A vendor to promoter of or other person who receives payment in money or shares from a company may apply any part of the money or shares so received in payment of any commission the payment of which directly by the company would be permitted by this section
(4) If a company contravenes the condition referred to in subsection (2)(c)(i) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
149 股销某费佣金
公司股销 ——
(a) 开办费
(b) 根第148条前身条例第46条支付佣金
(c) 发行该公司股份开支
149 Capital may be applied in writing off certain expenses and commission
A company may apply its share capital in writing off—
(a) the preliminary expenses of the company
(b) any commission paid under section 148 or under section 46 of the predecessor Ordinance or
(c) any other expenses of any issue of shares in the company
第4分部 —— 股份转传转
Division 4—Transfer and Transmission of Shares
第1次分部 —— 股份转
Subdivision 1—Transfer of Shares
150 关转文书规定
(1) 非份妥善转文书已交付公司否该公司登记该公司股份转
(2) 项获股份权利已藉法律施行传转予某公司该登记成员权力受第(1)款影响
150 Requirement for instrument of transfer
(1) A company must not register a transfer of shares in the company unless a proper instrument of transfer has been delivered to the company
(2) Subsection (1) does not affect any power of a company to register as a member a person to whom the right to shares has been transmitted by operation of law
151 登记转拒绝登记
(1) 公司股份受出均该公司提交关转书
(2) 关转书提交2月关公司须 ——
(a) 登记关转
(b) 拒绝登记关转通知送交关受出
(3) 公司拒绝办理登记关受出均求份述明拒绝理陈述书
(4) 根第(3)款提出求关公司须接获求28日 ——
(a) 份述明关理陈述书送交该
(b) 登记关转
(5) 公司违反第(2)(4)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
151 Registration of transfer or refusal of registration
(1) The transferee or transferor of shares in a company may lodge the transfer with the company
(2) Within 2 months after the transfer is lodged the company must either—
(a) register the transfer or
(b) send the transferee and the transferor notice of refusal to register the transfer
(3) If a company refuses registration the transferee or transferor may request a statement of the reasons for the refusal
(4) If a request is made under subsection (3) the company must within 28 days after receiving the request—
(a) send the person who made the request a statement of the reasons or
(b) register the transfer
(5) If a company contravenes subsection (2) or (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
152 原讼法庭登记作出命令
(1) 公司拒绝登记项转关受关出均根条原讼法庭申请项命令
(2) 根第(1)款提出申请原讼法庭信纳该申请具备充分理应关申请命令关公司登记关转
152 Order of Court for registration
(1) If a company refuses to register a transfer the transferee or the transferor may apply to the Court for an order under this section
(2) On an application under subsection (1) the Court may order the company to register the transfer if the Court is satisfied that the application is wellfounded
153 遗产代理作出转
公司已成员股份权益该成员遗产代理转该项转效性犹该遗产代理转文书签立时该股份权益登记持样
153 Transfer by personal representative
A transfer of a share or other interest of a deceased member of a company by his or her personal representative is as valid as if the personal representative had been the registered holder of that share or interest at the time of execution of the instrument of transfer
154 转证明
(1) 公司股份转文书作出证明 ——
(a) 该公司基信赖该证明行事作出项陈述容该公司已获出示文件该等文件证明该等股份权属该转文书列名出
(b) 非项容该出该等股份权陈述
(2) 某基某公司疏忽作出虚假证明信赖行事该公司该法律责犹该项证明欺诈作出该公司便须负法律责样
(3) 条言转文书载 ——
(a) certificate lodged字样具相意思英文中文文字
(b) 具实际表面权限代表公司证明转该等文字方旁边作出签署简签
该转文书属该公司证明
(4) 非相反证明成立否 ——
(a) 第(3)(b)款提述转文书载签署简签某签署简签该签署简签须视该签署简签
(b) 该签署简签须视该加该转文书具实际表面权限代表关公司证明转该签署简签加该转文书
154 Certification of transfer
(1) The certification by a company of an instrument of transfer of shares in the company—
(a) is a representation by the company to any person acting on the faith of the certification that documents have been produced to the company that evidence title to the shares in the transferor named in the instrument and
(b) is not a representation that the transferor has any title to the shares
(2) If a person acts on the faith of a false certification by a company made negligently the company is under the same liability to the person as if the certification had been made fraudulently
(3) For the purposes of this section an instrument of transfer is certified by a company if it bears—
(a) the words certificate lodged or words to the same effect in English or Chinese and
(b) under or adjacent to those words the signature or initials of a person having the actual or apparent authority to certify transfers on behalf of the company
(4) Unless the contrary is proved a signature or initials appearing on an instrument of transfer as referred to in subsection (3)(b) must be regarded—
(a) as the signature or initials of the person whose signature or initials they purport to be and
(b) as having been placed on the instrument by that person or by another person who has the actual or apparent authority to use the signature or initials for the purpose of certifying transfers on behalf of the company
155 转发出股份证明书
(1) 公司须第(2) 款指明限期制成转该公司股份股份证明书备妥该等股份证明书供交付
(2) ——
(a) 私公司言述限期该公司提交关转书日期2月
(b) 公司言述限期该公司提交关转书日期10营业日
(3) ——
(a) 关股份发行条件规定
(b) 没转缴付印花税
(c) 转属效
(d) 关公司权拒绝登记拒绝登记转
第(1)款适该转
(4) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(5) 条中 ——
营业日 (business day)指认证券市场进行证券交易业务日子
155 Issue of share certificate on transfer
(1) Within the period specified in subsection (2) a company must complete the certificates for any of its shares that are transferred and have the certificates ready for delivery
(2) The period is—
(a) for a private company 2 months after the day on which the transfer is lodged with the company
(b) for any other company 10 business days after the day on which the transfer is lodged with the company
(3) Subsection (1) does not apply to a transfer if—
(a) the conditions of issue of the shares provide otherwise
(b) stamp duty has not been paid in respect of the transfer
(c) the transfer is invalid or
(d) the company being entitled to do so refuses to register the transfer
(4) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(5) In this section—
business day (营业日) means a day on which a recognized stock market is open for the business of dealing in securities
156 关交付股份证明书原讼法庭命令
(1) 公司股份转违反第155条权获该等股份股份证明书该公司送达通知求该公司10日该等股份证明书交付该
(2) 第(1)款指通知某日送达公司该公司没该日10日交付关股份证明书关士原讼法庭申请第(3)款指命令
(3) 原讼法庭应第(2)款指申请作出项命令指示关公司高级员该命令指明限期关股份证明书交付关士
(4) 述命令规定关申请讼费附带费均须关公司关违反行负责高级员承担
156 Order of Court for delivery of share certificate
(1) If a company contravenes section 155 in relation to a transfer of shares a person entitled to the certificates for the shares may serve a notice on the company requiring it to deliver the certificates to the person within 10 days
(2) If a company on which a notice has been served under subsection (1) does not deliver the certificates within 10 days after service of the notice the person may apply to the Court for an order under subsection (3)
(3) On an application under subsection (2) the Court may make an order directing the company and any officer of the company to deliver the certificates to the person within the period specified in the order
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention
157 关伪造股份转书赔偿
(1) 公司 ——
(a) 公司股份根份伪造转书伪造授权书转情况该项转造成损失某支付赔偿
(b) 藉保险资储备累积收入提供项基金应付赔偿申索
(c) 支付赔偿财产作保证款
(d) 股份转关股份转授权书施加该公司认必需合理限制防止伪造文件造成损失
(2) 公司根条某支付赔偿该公司针须关损失负法律责具权利补救等该名已获赔偿会具权利补救
(3) 合原公司股份已成间公司股份该间公司根条具权力等假首述公司继续存便会具权力
157 Compensation regarding forged share transfers
(1) A company may—
(a) pay compensation to a person for loss arising from a transfer of shares in the company under a forged transfer or a transfer under a forged power of attorney
(b) provide by insurance reservation of capital or accumulation of income a fund to meet claims for compensation
(c) borrow on the security of its property for the purpose of paying compensation and
(d) impose any reasonable restrictions on the transfer of its shares or with respect to powers of attorney for the transfer of its shares that the company considers necessary to guard against losses arising from forgery
(2) A company that pays compensation to a person under this section has the same rights and remedies against the person liable for the loss as the person compensated would have had
(3) If the shares in a company have by amalgamation or otherwise become shares in another company the other company has the same powers under this section as the first company would have had if it had continued
第2次分部 —— 藉法律施行传转股份
Subdivision 2—Transmission of Shares by Operation of Law
158 登记拒绝登记
(1) 某藉法律施行获传转获股份权利该书面通知公司表明该欲关股份登记该公司成员条适
(2) 接获述通知2月关公司须 ——
(a) 关关股份登记该公司成员
(b) 拒绝登记通知送交该
(3) 公司拒绝办理登记关求份述明拒绝理陈述书
(4) 根第(3)款提出求关公司须接获求28日 ——
(a) 份述明关理陈述书送交该
(b) 该关股份登记该公司成员
(5) 公司违反第(2)(4)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
158 Registration or refusal of registration
(1) This section applies if the right to shares is transmitted to a person by operation of law and the person notifies the company in writing that the person wishes to be registered as a member of the company in respect of the shares
(2) Within 2 months after receiving the notification the company must either—
(a) register the person as a member of the company in respect of the shares or
(b) send the person notice of refusal of registration
(3) If a company refuses registration the person may request a statement of the reasons for the refusal
(4) If a person makes a request under subsection (3) the company must within 28 days after receiving the request—
(a) send the person a statement of the reasons or
(b) register the person as a member of the company in respect of the shares
(5) If a company contravenes subsection (2) or (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
159 原讼法庭登记作出命令
(1) 公司根第158条拒绝登记属关股份权利传转象根条原讼法庭申请项命令
(2) 根第(1)款提出申请原讼法庭信纳该申请具备充分理应关申请命令关公司该关股份登记该公司成员
159 Order of Court for registration
(1) If a company refuses registration under section 158 the person to whom the right to the shares was transmitted may apply to the Court for an order under this section
(2) On an application under subsection (1) the Court may order the company to register the person as a member of the company in respect of the shares if the Court is satisfied that the application is wellfounded
160 关藉法律传转优先认购权
(1) 公司章程细成员某类成员予权利构成股份权利藉法律施行传转事件发生情况优先认购公司股份购买公司股份条适
(2) 条适属获股份权利传转象登记公司成员事受载章程细优先认购股份购买股份权利规限该项权利针该强制执行
160 Preemption rights in relation to transmission by law
(1) This section applies if a company’s articles give a member or class of members of the company a right of preemption or right to purchase shares in the company on the occurrence of an event that constitutes a transmission of the right to the shares by operation of law
(2) If this section applies the registration as a member of the company of the person to whom the right to the shares is transmitted is subject to the right of preemption or right to purchase shares contained in the articles and that right may be enforced against the person
第3次分部 —— 般事宜
Subdivision 3—General
161 遗嘱认证书批等证
股份转获股份权利传转言文件公司出示法律该文件某死者遗嘱认证书某死者遗产理书批充分证明该公司须接受该文件该项批充分证
161 Evidence of grant of probate etc
For the purposes of a transfer of shares or transmission of the right to shares a company must accept as sufficient evidence of the grant of probate of the will or letters of administration of a deceased person the production to the company of a document that is by law sufficient evidence of that grant
第5分部 —— 补发已遗失市公司股份证明书
Division 5—Replacement of Listed Companies’ Lost Share Certificates
162 释义
分部中 ——
合资格士 (eligible person)市公司股份言指 ——
(a) 该等股份登记持
(b) 声称权该等股份姓名名称记入公司成员登记册
原股份证明书 (original certificate)指已遗失股份证明书
真正购买者 (genuine purchaser)股份言指 ——
(a) 知悉售卖权欠妥情况真诚付出价值购买该等股份(属该等股份新股份证明书根分部发出象外)
(b) (a)段提述购买该等股份时间成该等股份享权利
登记持 (registered holder)市公司股份言指姓名名称已该等股份记入该公司成员登记册
新股份证明书 (new certificate)指代已遗失股份证明书股份证明书
网站 (website)认交易外公司言指适关认证券市场市规规定该公司须公布宣告公告文件网站
(编辑修订——2013年第1号编辑修订纪录)
162 Interpretation
In this Division—
eligible person (合资格士) in relation to shares in a listed company means—
(a) a registered holder of the shares or
(b) a person who claims to be entitled to have the person’s name entered in the register of members of the company in respect of the shares
genuine purchaser (真正购买者) in relation to shares means—
(a) a person (other than a person to whom a new certificate for the shares is issued under this Division) who purchases the shares in good faith for value and without notice of any defect in the title of the seller or
(b) a person who becomes entitled to the shares at any time after the purchase of them by a person referred to in paragraph (a)
new certificate (新股份证明书) means a share certificate that replaces a share certificate that has been lost
original certificate (原股份证明书) means a share certificate that has been lost
registered holder (登记持) in relation to shares in a listed company means a person whose name is entered in the register of members of the company in respect of the shares
website (网站) in relation to a company (other than a recognized exchange company) means the website on which the company is required by the listing rules applicable to the recognized stock market concerned to publish announcements notices or other documents
163 申请新股份证明书
(1) 市公司股份股份证明书已遗失合资格士该公司申请新股份证明书
(2) 述申请 ——
(a) 须符合指明格式
(b) 须附合资格士作出述明事宜法定声明 ——
(i) 原股份证明书已遗失
(ii) 该时原股份证明书该该股份证明书
(iii) 该否关股份签立转书( 否留空填)
(iv) 权姓名名称关股份记入关公司成员登记册
(v) 核实提出该申请理属必需事宜
163 Application for new certificate
(1) If a share certificate for shares in a listed company has been lost an eligible person may apply to the company for a new certificate
(2) The application—
(a) must be in the specified form and
(b) must be accompanied by a statutory declaration by the eligible person stating the following—
(i) that the original certificate has been lost
(ii) when the original certificate was last in the person’s possession and how the person ceased to have possession of it
(iii) whether the person has executed any transfer in respect of the shares in blank or otherwise
(iv) that no other person is entitled to have their name entered in the register of members of the company in respect of the shares and
(v) any other matters that are necessary to verify the grounds on which the application is made
164 公布规定
(1) 市公司拟应第163条指申请发出新股份证明书须条刊登符合指明格式公告
(2) 述公告 ——
(a) 须关公司网站公布
(b) 情况须宪报刊登 ——
(i) 提出关申请合资格士关股份登记持没获该持意提出该申请
(ii) 该等股份新价值超200000
(3) 关公告须首次根第(2)(a)款关公司网站公布月根第(2)(b)款宪报刊登
(4) 公布刊登条指公告前 ——
(a) 关股份某证券市场市关公司须该公告文交付营办该证券市场认交易
(b) 关公司须该交易获授权员处取份证明书证明该文正第(5)款展示
(5) 认交易须关证券市场营运处显眼方展示根第(4)(a)款接获公告文正式网站提供该公告 ——
(a) 须根第(2)(b)款刊登公告须少展示公布月
(b) 须根第(2)(b)款刊登公告须少展示公布3月
(6) 第(5)款言情况没该款述期间间断交易正式网站提供某公告文须予理会 ——
(a) 该期间部分时间该公告该网站提供
(b) 没该期间间断提供该公告完全理期该交易防止避免情况
(7) 提出关申请合资格士关股份登记持没获该持意提出该申请关市公司 ——
(a) 须条指公告文挂号邮递寄公司成员登记册载该持址方式送达该持
(b) 送达该文日少3月公布刊登条指公告
(8) 条中 ——
新价值 (latest value)股份言指公司类股份提出新股份证明书申请前认证券市场录成交价计算价值
164 Publication requirements
(1) A listed company that intends to issue a new certificate on an application under section 163 must publish a notice in the specified form in accordance with this section
(2) The notice must be published—
(a) on the company’s website and
(b) in the Gazette if—
(i) the eligible person making the application is not the registered holder of the shares or does not have the registered holder’s consent to make the application or
(ii) the latest value of the shares exceeds 200000
(3) The notice must be published in the Gazette under subsection (2)(b) within one month after it is first published on the company’s website under subsection (2)(a)
(4) Before publishing a notice under this section the company must—
(a) deliver a copy of the notice to the recognized exchange company that operates the stock market on which the shares concerned are listed and
(b) obtain a certificate from an authorized officer of that exchange company that the copy is being exhibited in accordance with subsection (5)
(5) A recognized exchange company must exhibit a copy of a notice received under subsection (4)(a) in a conspicuous place on the premises on which the stock market operates or make the notice available on its official website for a period of at least—
(a) one month for a notice that is not required to be published under subsection (2)(b) or
(b) 3 months for a notice that is required to be published under subsection (2)(b)
(6) For the purposes of subsection (5) a failure to make a copy of a notice available on an exchange company’s official website throughout a period mentioned in that subsection is to be disregarded if—
(a) the notice is made available on the website for part of that period and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected that exchange company to prevent or avoid
(7) If the application was made by an eligible person who is not the registered holder of the shares and does not have the registered holder’s consent to make the application the listed company—
(a) must serve a copy of the notice under this section on the registered holder by sending it by registered post to the registered holder’s last address appearing in the register of members of the company and
(b) must not publish the notice under this section until at least 3 months after the day on which the copy was served
(8) In this section—
latest value (新价值) of shares means the value of the shares calculated at the last recorded price paid for shares of the same class in the company at the recognized stock market prior to the making of the application for the new certificate
165 发出新股份证明书
(1) 条件获符合市公司应第163 条指申请发出新股份证明书 ——
(a) 该公司已公布刊登第164 条指公告 ——
(i) (该公告根第164(2)(a)条公布)该公告已段期少月期间间断该公司网站提供
(ii) (该公告根第164(2)(b)条刊登)该公告已段期少3月期间间断该公司网站提供第164(3)条宪报刊登
(b) 该公司没接获关股份提出申索通知
(c) 该申请非关股份登记持合资格士提出 ——
(i) 关该等股份转文书已根第150条交付该公司
(ii) (提出该申请未该持意)该公司已安排份转文书该公司委代表该持签立该申请代表身签立
(2) 第(1)(c)(ii)款提述转文书须视根第150条妥交付关公司转文书
(3) 发出新股份证明书市公司须作延搁 ——
(a) 取消原股份证明书
(b) 成员登记册记录新股份证明书发出记录原股份证明书取消
(4) 第(1)(a)款言情况没该款述期间间断公司网站提供某公告须予理会 ——
(a) 该期间部分时间该公告该网站提供
(b) 没该期间间断提供该公告完全理期该公司防止避免情况
165 Issue of new certificate
(1) A listed company may issue a new certificate on an application under section 163 if—
(a) the company has published a notice under section 164 and—
(i) if the notice is published under section 164(2)(a) the notice has been made available on the company’s website throughout a period of at least one month or
(ii) if the notice is published under section 164(2)(b) the notice has been made available on the company’s website throughout a period of at least 3 months and published in the Gazette in accordance with section 164(3)
(b) the company has not received notice of any other claim in respect of the shares and
(c) in the case of an application by an eligible person who is not the registered holder of the shares—
(i) an instrument of transfer in respect of the shares has been delivered to the company under section 150 or
(ii) if the application was made without the registered holder’s consent the company has caused an instrument of transfer to be executed on behalf of the registered holder by a person appointed by the company and executed by the applicant on the applicant’s own behalf
(2) An instrument of transfer referred to in subsection (1)(c)(ii) is to be regarded as an instrument of transfer duly delivered to the company under section 150
(3) A listed company that issues a new certificate must without delay—
(a) cancel the original certificate and
(b) record the issue of the new certificate and cancellation of the original certificate in the register of its members
(4) For the purposes of subsection (1)(a) a failure to make a notice available on a company’s website throughout a period mentioned in that subsection is to be disregarded if—
(a) the notice is made available on the website for part of that period and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid
166 发出新股份证明书公告
(1) 市公司发出新股份证明书 ——
(a) 该公司须条规定指明格式公布刊登公告
(b) 关股份某证券市场市该公司须该证明书发出日期14日该公告文交付营办该证券市场认交易
(2) 关公告须藉方式公布︰段期少7日期间间断关市公司网站提供该公告该段期间须关证明书发出日期14日开始
(3) 第164(2)(b)条规定关市公司宪报刊登公告公布拟发出新股份证明书意该证明书发出日期14日条指公告须宪报刊登
(4) 第(2)款言情况没该款述期间间断市公司网站提供某公告须予理会 ——
(a) 该期间部分时间该公告该网站提供
(b) 没该期间间断提供该公告完全理期该公司防止避免情况
(5) 市公司违反条该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
166 Public notice of issue of new certificate
(1) A listed company that issues a new certificate must—
(a) publish a notice in the specified form in accordance with this section and
(b) deliver a copy of the notice to the recognized exchange company that operates the stock market on which the shares concerned are listed within 14 days after the date of issue
(2) The notice must be published by making it available on the listed company’s website throughout a period of at least 7 days beginning on a date falling within 14 days after the date of issue
(3) If the listed company was required by section 164(2)(b) to publish a notice in the Gazette of its intention to issue the new certificate the notice under this section must also be published in the Gazette within 14 days after the date of issue
(4) For the purposes of subsection (2) a failure to make a notice available on a listed company’s website throughout a period mentioned in that subsection is to be disregarded if—
(a) the notice is made available on the website for part of that period and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid
(5) If a listed company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
167 关更正登记册原讼法庭命令
(1) 符合条规定市公司股份发出新股份证明书分部影响原讼法庭根第633条具权力针士作出利声称该等股份享权利命令 ——
(a) 获发新股份证明书
(b) 该等股份名列公司成员登记册
(2) 第(1)(b)款提述关股份真正购买者原讼法庭根第633条针该作出命令
(3) 原讼法庭根第633条作出命令该命令针获发新股份证明书针关股份名列公司成员登记册 ——
(a) 原讼法庭命令该公司支付损害赔偿
(b) 该公司需分部发出新股份证明书取消原股份证明书引致损害负法律责
附注——
第633条赋予原讼法庭权力作出更正公司成员登记册命令
167 Orders of Court for rectification of the register
(1) Subject to this section if a listed company issues a new certificate in respect of shares nothing in this Division affects the power of the Court to make an order under section 633 in favour of a person claiming to be entitled to the shares as against—
(a) the person to whom the new certificate is issued or
(b) a person whose name is subsequently entered in the register of members of the company in respect of the shares
(2) The Court must not make an order under section 633 as against a person referred to in subsection (1)(b) if that person is a genuine purchaser of the shares
(3) If the Court makes an order under section 633 as against the person to whom the new certificate is issued or a person whose name is subsequently entered in the register of members of the company in respect of the shares—
(a) the Court must not order the payment of damages by the company and
(b) the company is not otherwise liable for any damage caused by the issue of the new certificate or cancellation of the original certificate in accordance with this Division
Note—
Section 633 gives the Court power to make an order for rectification of the register of members of a company
168 命令更正情况法律责
(1) 第 167(2)条根第633条作出命令条适
(2) 非公司作出具欺骗成分作否公司需申索新股份证明书发出原股份证明书取消蒙受损害负法律责
(3) 关股份真正购买者获发新股份证明书购买该须该等股份购买日价值申索负法律责
(4) 关股份真正购买者该等股份名列公司成员登记册购买获发新股份证明书该等股份名列公司成员登记册(真正购买者外)均须该等股份该真正购买者购买日价值申索负法律责
(5) 条中 ——
申索 (claimant) 指第167(2)条属根第633条作出命令惠
168 Liability if rectification cannot be ordered
(1) This section applies if an order cannot be made under section 633 because of section 167(2)
(2) The company is not liable for any damage suffered by the claimant because of the issue of the new certificate or cancellation of the original certificate unless the company has acted deceitfully
(3) If the genuine purchaser purchased the shares from the person to whom the new certificate is issued the person to whom the new certificate is issued is liable to the claimant for the value of the shares as at the date of purchase
(4) If the genuine purchaser purchased the shares from a person whose name was subsequently entered in the register of members of the company in respect of the shares the person to whom the new certificate is issued and any person whose name was subsequently entered in the register in respect of the shares (other than a genuine purchaser) are jointly and severally liable to the claimant for the value of the shares as at the date the shares were purchased by the genuine purchaser
(5) In this section—
claimant (申索) means the person in whose favour an order could have been made under section 633 but for section 167(2)
169 申请须支付开支
(1) 新股份证明书申请须支付关关申请开支
(2) 市公司拒绝处理拒绝进步处理项申请直该公司信纳关申请已支付关关申请开支拨出合理准备金止
169 Applicant to pay expenses
(1) An applicant for a new certificate must pay all expenses relating to the application
(2) A listed company may refuse to deal or to deal further with an application until it is satisfied that the applicant has made reasonable provision for payment of the expenses relating to the application
第6分部 —— 股更改
Division 6—Alteration of Share Capital
170 获准许股更改
(1) 限公司藉第(2)款列明种种方式更改股
(2) 公司 ——
(a) 藉部配发发行新股份增加股
(b) 没配发发行新股份情况增加股前提增加股需资金资产该公司成员提供
(c) 没配发发行新股份情况利润资化
(d) 没增加股情况配发发行红股
(e) 全部股份转换更更数目股份
(f) 取消股份 ——
(i) 截关取消股份决议通日尚未获承购意承购股份
(ii) 没收股份
(3) 限公司藉决议进行第(2)(e)(f)款提述股更改
附注——
第140141条载条文求作出批准股份配发公司决议该等条文第(2)(a)(c)(d)款提述股更改关
(4) 第(3)款提述决议授权公司 ——
(a) 行关权力次
(b) 指明时间指明情况行关权力
(5) 根第(2)(e)款转换股份属尚未缴付股款须代股份间均分配
(6) 股份根第(2)(f)款取消公司须取消股份款额减少股
(7) 第5部言根条取消股份非减少股
(8) 限公司章程细禁止限制行条赋予权力
170 Permitted alteration of share capital
(1) A limited company may alter its share capital in any one or more of the ways set out in subsection (2)
(2) The company may—
(a) increase its share capital by allotting and issuing new shares in accordance with this Part
(b) increase its share capital without allotting and issuing new shares if the funds or other assets for the increase are provided by the members of the company
(c) capitalize its profits with or without allotting and issuing new shares
(d) allot and issue bonus shares with or without increasing its share capital
(e) convert all or any of its shares into a larger or smaller number of shares
(f) cancel shares—
(i) that at the date the resolution for cancellation is passed have not been taken or agreed to be taken by any person or
(ii) that have been forfeited
(3) A limited company may alter its share capital as referred to in subsection (2)(e) or (f) only by resolution of the company
Note—
Sections 140 and 141 contain provisions requiring a resolution of the company for an allotment of shares Those sections may be relevant to an alteration of share capital referred to in subsection (2)(a) (c) or (d)
(4) A resolution referred to in subsection (3) may authorize the company to exercise the power—
(a) on more than one occasion
(b) at a specified time or in specified circumstances
(5) Any amount remaining unpaid on shares being converted under subsection (2)(e) is to be divided equally among the replacement shares
(6) If shares are cancelled under subsection (2)(f) the company must reduce its share capital by the amount of the shares cancelled
(7) For the purposes of Part 5 a cancellation of shares under this section is not a reduction of share capital
(8) A limited company’s articles may exclude or restrict the exercise of a power conferred by this section
171 更改股通知
(1) 公司须根第170条更改股月更改股份通知交付处长登记
(2) 述通知 ——
(a) 须符合指明格式
(b) (公司已发行股关更改增加)须述明增加款额
(c) 须载项紧接更改时状况准股说明该项说明须符合第201条 (2018年第35号第12条修订)
(3) 股更改涉股份配发公司需该项更改交付条指通知
附注——
第142条股份配发规定公司须配发申报书交付处长登记
(4) 公司违反第(1)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
171 Notice of alteration of share capital
(1) Within one month after altering its share capital under section 170 a company must deliver a notice to the Registrar for registration in relation to the alteration of share capital
(2) The notice—
(a) must be in the specified form
(b) if the company’s issued share capital is increased by the alteration must state the amount of the increase and
(c) must include a statement of capital as at the time immediately after the alteration that complies with section 201 (Amended 35 of 2018 s 12)
(3) A company is not required to deliver a notice under this section in relation to an alteration of share capital involving an allotment of shares
Note—
For an allotment of shares section 142 requires a company to deliver a return of the allotment to the Registrar for registration
(4) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
172 股币值重订
(1) 限公司藉决议股类股份某种货币计值转换种货币计值程序称币值重订
(2) 条指决议授权限公司 ——
(a) 股作币值重订次
(b) 指明时间指明情况股作币值重订
(3) 公司章程细订成员权利责公司章程细订影响成员限制均受股币值重订影响
(4) 股币值重订尤影响收取股息权利(包括收取某特定货币计值股息权利)表决权关股份尚未缴付股款法律责(包括某特定货币计值法律责)
(5) 条言公司章程细包括配发持该公司股份条款
(6) 限公司章程细禁止限制行条赋予权力
172 Redenomination of share capital
(1) A limited company may by resolution of the company convert its share capital or any class of shares from one currency to another currency This is known as a redenomination
(2) A resolution under this section may authorize a limited company to redenominate its share capital—
(a) on more than one occasion
(b) at a specified time or in specified circumstances
(3) A redenomination does not affect any rights or obligations of members under the company’s articles or any restrictions affecting members under the company’s articles
(4) In particular it does not affect any entitlement to dividends (including entitlement to dividends in a particular currency) voting rights or liability in respect of amounts remaining unpaid on shares (including liability in a particular currency)
(5) For the purposes of this section the company’s articles include the terms on which any shares in the company are allotted or held
(6) A limited company’s articles may exclude or restrict the exercise of a power conferred by this section
173 股币值重订通知
(1) 公司须根第172条通决议月股币值重订份通知交付处长登记该通知须符合指明格式
(2) 述通知须载项紧接股币值重订时状况准股说明该项说明须符合第201条 (2018年第35号第13条修订)
(3) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
173 Notice of redenomination
(1) Within one month after passing a resolution under section 172 a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination
(2) The notice must include a statement of capital as at the time immediately after the redenomination that complies with section 201 (Amended 35 of 2018 s 13)
(3) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
174 股额转换股份
(1) 公司条例废缴足股款股份转换股额权力前已缴足股款股份转换股额该公司藉决议该股额转换缴足股款股份
附注——
第138条废公司股份转换股额权力
(2) 条指决议授权公司 ——
(a) 行股额转换权力次
(b) 指明时间指明情况行股额转换权力
174 Reconversion of stock into shares
(1) A company that has converted paid up shares into stock (before the repeal by this Ordinance of the power to do so) may by resolution of the company reconvert that stock into paid up shares
Note—
Section 138 repeals the power of a company to convert its shares into stock
(2) A resolution under this section may authorize a company to exercise the power to reconvert stock—
(a) on more than one occasion
(b) at a specified time or in specified circumstances
175 转换通知
(1) 公司须根第174条通决议月股额转换事份通知交付处长登记该通知须符合指明格式
(2) 述通知须载项紧接转换股额时状况准股说明该项说明须符合第201条 (2018年第35号第14条修订)
(3) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
175 Notice of reconversion
(1) Within one month after passing a resolution under section 174 a company must deliver a notice in the specified form to the Registrar for registration in relation to the reconversion of stock
(2) The notice must include a statement of capital as at the time immediately after the reconversion that complies with section 201 (Amended 35 of 2018 s 14)
(3) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
第7分部 —— 股份类类权利
Division 7—Classes of Shares and Class Rights
第1次分部 —— 股公司
Subdivision 1—Companies having a Share Capital
176 次分部适范围
次分部适股公司
176 Application of Subdivision
This Subdivision applies to a company that has a share capital
177 股份附带权利
条例中提述属公司某股份类股份附带权利提述该股份持作该公司成员权利
177 Rights attached to shares
In this Ordinance a reference to the rights attached to a share in a class of shares in a company is a reference to the rights of the holder of that share as a member of the company
178 股份类
(1) 条例言某股份附带权利方面均属划该等股份属类
(2) 配发股份紧接配发12月带相收取股息权利关股份附带权利会仅该事宜视异股份附带权利
178 Classes of shares
(1) For the purposes of this Ordinance shares are in one class if the rights attached to them are in all respects uniform
(2) The rights attached to shares are not to be regarded as different from those attached to other shares only because they do not carry the same rights to dividends in the 12 months immediately following their allotment
179 类股份说明
(1) 类股份公司发出股份证明书均须显眼位置载项陈述 ——
(a) 述明该公司股分类股份
(b) 指明类股份附带表决权
(2) 公司某类股份持没该公司成员会表决权利 ——
(a) 该类股份说明称号须包括表决权中文字样non voting英文字样
(b) 该公司须确保述字样发出股份证明书清晰阅显示
(3) 股份称优先股具优先权股份第(2)款适该等股份
(4) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
179 Description of shares of different classes
(1) A share certificate issued by a company that has different classes of shares must contain in a prominent position a statement—
(a) stating that the company’s share capital is divided into different classes of shares and
(b) specifying the voting rights attached to shares in each class
(2) If a company has a class of shares the holders of which are not entitled to vote at general meetings of the company—
(a) the descriptive title of shares in the class must include the words non voting or the Chinese characters 表决权 and
(b) the company must ensure that those words appear legibly on any share certificate issued by the company
(3) Subsection (2) does not apply to shares that are described as preference shares or preferred shares
(4) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
180 更改类权利
(1) 某股份属公司某类股份该等股份附带权利 ——
(a) 章程细中关更改该等权利条文更改
(b) 没该等条文情况该类股份持条予意更改
(2) 第(1)款损害更改权利限制
例子——
公司某类股份持订立协议更改类权利施加限制
(3) 第(1)(b)款目需意 —— (2018年第35号第15条修订)
(a) 持书面意该名该等持持表决权占关类股份持总表决权中少75
(b) 分开举行该类股份持成员会通认许关更改特决议
(4) 关更改意 ——
(a) 全体意——该项更改第(4B)款指明时间生效
(b) 全体意——该项更改第(4C)款指明时间生效 (2018年第35号第15条代)
(4A) 第(4)款言关更改全体意 ——
(a) 持书面意该名该等持持表决权关类股份持总表决权
(b) 分开举行该类股份持成员会致通决议该名该等持持表决权该类股份持总表决权 (2018年第35号第15条增补)
(4B) 第(4)(a)款指明时间 ——
(a) 关全体意日期
(b) 该全体意指明较日期——该较日期 (2018年第35号第15条增补)
(4C) 第(4)(b)款指明时间 ——
(a) 没根第182条提出申请求否决关更改——根该条提出申请限期终结时
(b) 根该条提出申请求否决该项更改 ——
(i) 该项申请撤回时该项申请获终局裁定时
(ii) (项申请)该等申请中项申请撤回时该项申请获终局裁定时 (2018年第35号第15条增补)
(4D) 关更改否决第(4)(b)款适 (2018年第35号第15条增补)
(5) 公司章程细中关更改某类股份附带权利条文修订该等条文加插该章程细身须视该等权利更改
(6) 条影响原讼法庭根第673675725条具权力
180 Varying class rights
(1) Rights attached to shares in a class of shares in a company may be varied only—
(a) in accordance with provisions in the company’s articles for the variation of those rights or
(b) if there are no such provisions with the consent of holders of shares in that class given in accordance with this section
(2) Subsection (1) is without prejudice to any other restrictions on the variation of the rights
Example—
A company could make an agreement with the holders of shares in a class that imposes restrictions on the variation of class rights
(3) The consent required for the purposes of subsection (1)(b) is— (Amended 35 of 2018 s 15)
(a) written consent of holders representing at least 75 of the total voting rights of holders of shares in the class or
(b) a special resolution passed at a separate general meeting of holders of shares in the class sanctioning the variation
(4) A variation takes effect—
(a) if the consent for the variation is full consent—at the time specified in subsection (4B) or
(b) if the consent for the variation is not full consent—at the time specified in subsection (4C) (Replaced 35 of 2018 s 15)
(4A) For the purposes of subsection (4) full consent for a variation is—
(a) written consent of all holders representing the total voting rights of holders of shares in the class or
(b) a resolution passed unanimously by all holders representing the total voting rights of holders of shares in the class at a separate general meeting of those holders (Added 35 of 2018 s 15)
(4B) The time specified for the purposes of subsection (4)(a) is—
(a) the date of the full consent or
(b) if a later date is specified for the purpose in the full consent—the later date (Added 35 of 2018 s 15)
(4C) The time specified for the purposes of subsection (4)(b) is—
(a) if no application is made under section 182 for the variation to be disallowed—the end of the period within which applications may be made under that section or
(b) if an application is made under that section for the variation to be disallowed—
(i) the time when the application is withdrawn or finally determined or
(ii) (if there is more than one application) the time when the last of the applications is withdrawn or finally determined (Added 35 of 2018 s 15)
(4D) Subsection (4)(b) does not apply if the variation is disallowed (Added 35 of 2018 s 15)
(5) Any amendment of a provision in a company’s articles for the variation of the rights attached to shares in a class or the insertion of any such provision into the articles is itself to be regarded as a variation of those rights
(6) Nothing in this section affects the Court’s powers under sections 673 675 and 725
181 更改通知类成员
(1) 属公司某类股份股份附带权利更改该公司须该项更改作出日期14日该类股份名持发出关该项更改书面通知
(2) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
181 Notifying class members of variation
(1) If the rights attached to shares in any class of shares in a company are varied the company must give written notice of the variation to each holder of shares in that class within 14 days after the date on which the variation is made
(2) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
182 原讼法庭否决确认更改事宜
(1) 属公司某类股份股份附带权利更改持表决权占该类股份持总表决权中少10持原讼法庭提出申请求否决该项更改
(1A) 然关更改书面意决议作出关持根第(1)款原讼法庭提出申请求否决该项更改 ——
(a) 持书面意该名该等持持表决权关类股份持总表决权
(b) 分开举行该类股份持成员会致通决议该名该等持持表决权该类股份持总表决权 (2018年第35号第16条增补)
(2) 述申请须关更改作出日期28日提出
(3) 述申请权提出申请全部关成员书面委中代表提出
(4) 聆讯申请时述权陈词 ——
(a) 关申请
(b) 原讼法庭觉该申请中利害关系
(5) 原讼法庭信纳关更改会公损害申请代表成员藉命令否决该项更改
(6) 原讼法庭信纳关更改会公损害申请代表成员须藉命令确认该项更改
(7) 条影响 ——
(a) 成员根第724条原讼法庭提出呈请权利
(b) 原讼法庭根第725条具权力
182 Disallowance or confirmation of variation by Court
(1) If the rights attached to shares in any class of shares in a company are varied holders representing at least 10 of the total voting rights of holders of shares in the class may apply to the Court to have the variation disallowed
(1A) However the holders may not apply to the Court under subsection (1) to have the variation disallowed if the variation is made with—
(a) written consent of all holders representing the total voting rights of holders of shares in the class or
(b) a resolution passed unanimously by all holders representing the total voting rights of holders of shares in the class at a separate general meeting of those holders (Added 35 of 2018 s 16)
(2) An application must be made within 28 days after the date on which the variation is made
(3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed in writing by all of them
(4) The following persons are entitled to be heard on an application—
(a) the applicant
(b) any other person who appears to the Court to be interested in the application
(5) The Court may by order disallow the variation if it is satisfied that the variation would unfairly prejudice the members represented by the applicant
(6) If the Court is not so satisfied it must by order confirm the variation
(7) Nothing in this section affects—
(a) the right of a member to petition the Court under section 724 or
(b) the Court’s powers under section 725
183 原讼法庭命令交付处长
(1) 原讼法庭根第182条某公司作出命令该公司须该命令作出15日该命令正式文交付处长登记
(2) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
183 Delivery of order of Court to Registrar
(1) If the Court makes an order under section 182 in relation to a company the company must deliver an office copy of the order to the Registrar for registration within 15 days after it is made
(2) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
184 更改通知处长
(1) 属公司某类股份股份附带权利更改该公司须该项更改生效日期月文件交付处长登记 ——
(a) 批准该项更改决议文件文
(b) 符合指明格式通知该通知须载紧接该项更改生效时状况准股说明该项说明须符合第201条 (2018年第35号第17条修订)
(2) 根条例条文关公司须关决议文件文交付处长第(1)(a)款适
(3) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
184 Notifying Registrar of variation
(1) If the rights attached to shares in any class of shares in a company are varied the company must deliver to the Registrar for registration within one month after the date on which the variation takes effect—
(a) a copy of the resolution or other document that authorized the variation and
(b) a notice in the specified form including a statement of capital as at the time immediately after the variation takes effect that complies with section 201 (Amended 35 of 2018 s 17)
(2) Subsection (1)(a) does not apply if the company is required to deliver a copy of the resolution or other document to the Registrar under another provision of this Ordinance
(3) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
第2次分部 —— 股公司
Subdivision 2—Companies without a Share Capital
185 次分部适范围
次分部适股公司
185 Application of Subdivision
This subdivision applies to a company that does not have a share capital
186 成员权利
条例中提述股公司某类成员权利提述该成员作该公司成员具该类成员权利
186 Rights of members
In this Ordinance a reference to the rights of a class of members of a company that does not have a share capital is a reference to the rights of the members in that class in their capacity as members of the company
187 成员类
条例言股公司某成员权利方面均属划该等成员属类
187 Classes of members
For the purposes of this Ordinance members of a company that does not have a share capital are in one class if the rights of the members are in all respects uniform
188 更改类权利
(1) 股公司某类成员权利 ——
(a) 章程细中关更改该等权利条文更改
(b) 没该等条文情况该类成员条予意更改
(2) 第(1)款损害更改权利限制
例子——
公司某类成员订立协议更改类权利施加限制
(3) 第(1)(b)款目需意 —— (2018年第35号第18条修订)
(a) 关类成员中少75成员书面意
(b) 分开举行该类成员成员会通认许关更改特决议
(4) 关更改意 ——
(a) 全体意——该项更改第(4B)款指明时间生效
(b) 全体意——该项更改第(4C)款指明时间生效 (2018年第35号第18条代)
(4A) 第(4)款言关更改全体意 ——
(a) 关类成员书面意
(b) 分开举行该类成员成员会成员致通决议 (2018年第35号第18条增补)
(4B) 第(4)(a)款指明时间 ——
(a) 关全体意日期
(b) 该全体意指明较日期——该较日期 (2018年第35号第18条增补)
(4C) 第(4)(b)款指明时间 ——
(a) 没根第190条提出申请求否决关更改——根该条提出申请限期终结时
(b) 根该条提出申请求否决该项更改 ——
(i) 该项申请撤回时该项申请获终局裁定时
(ii) (项申请)该等申请中项申请撤回时该项申请获终局裁定时 (2018年第35号第18条增补)
(4D) 关更改否决第(4)(b)款适 (2018年第35号第18条增补)
(5) 公司章程细中关更改某类成员权利条文修订该等条文加插该章程细身须视该等权利更改
(6) 条影响原讼法庭根第673675725条具权力
188 Varying class rights
(1) Rights of a class of members of a company that does not have a share capital may be varied only—
(a) in accordance with provisions in the company’s articles for the variation of those rights or
(b) if there are no such provisions with the consent of the members of that class given in accordance with this section
(2) Subsection (1) is without prejudice to any other restrictions on the variation of the rights
Example—
A company could make an agreement with the members of a class that imposes restrictions on the variation of class rights
(3) The consent required for the purposes of subsection (1)(b) is— (Amended 35 of 2018 s 18)
(a) written consent of at least 75 of the members in the class or
(b) a special resolution passed at a separate general meeting of the members in the class sanctioning the variation
(4) A variation takes effect—
(a) if the consent for the variation is full consent—at the time specified in subsection (4B) or
(b) if the consent for the variation is not full consent—at the time specified in subsection (4C) (Replaced 35 of 2018 s 18)
(4A) For the purposes of subsection (4) full consent for a variation is—
(a) written consent of all members in the class or
(b) a resolution passed unanimously by all members in the class at a separate general meeting of those members (Added 35 of 2018 s 18)
(4B) The time specified for the purposes of subsection (4)(a) is—
(a) the date of the full consent or
(b) if a later date is specified for the purpose in the full consent—the later date (Added 35 of 2018 s 18)
(4C) The time specified for the purposes of subsection (4)(b) is—
(a) if no application is made under section 190 for the variation to be disallowed—the end of the period within which applications may be made under that section or
(b) if an application is made under that section for the variation to be disallowed—
(i) the time when the application is withdrawn or finally determined or
(ii) (if there is more than one application) the time when the last of the applications is withdrawn or finally determined (Added 35 of 2018 s 18)
(4D) Subsection (4)(b) does not apply if the variation is disallowed (Added 35 of 2018 s 18)
(5) Any amendment of a provision in a company’s articles for the variation of the rights of a class of members or the insertion of any such provision into the articles is itself to be regarded as a variation of those rights
(6) Nothing in this section affects the Court’s powers under sections 673 675 and 725
189 更改通知类成员
(1) 股公司某类成员权利更改该公司须该项更改作出日期14日该类名成员发出关该项更改书面通知
(2) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
189 Notifying class members of variation
(1) If the rights of any class of members of a company that does not have a share capital are varied the company must give written notice of the variation to each member in that class within 14 days after the date on which the variation is made
(2) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
190 原讼法庭否决确认更改事宜
(1) 股公司某类成员权利更改占该类成员中少10成员原讼法庭提出申请求否决该项更改
(1A) 然关更改书面意决议作出关成员根第(1)款原讼法庭提出申请求否决该项更改 ——
(a) 关类成员书面意
(b) 分开举行该类成员成员会成员致通决议 (2018年第35号第19条增补)
(2) 述申请须关更改作出日期28日提出
(3) 权提出申请成员藉书面方式委中代表作出该项委成员提出申请
(4) 聆讯申请时述权陈词 ——
(a) 关申请
(b) 原讼法庭觉该申请中利害关系
(5) 原讼法庭信纳关更改会公损害申请代表成员藉命令否决该项更改
(6) 原讼法庭信纳关更改会公损害申请代表成员须藉命令确认该项更改
(7) 条影响 ——
(a) 成员根第724条原讼法庭提出呈请权利
(b) 原讼法庭根第725条具权力
190 Disallowance or confirmation of variation by Court
(1) If the rights of any class of members of a company that does not have a share capital are varied members representing at least 10 of the members in the class may apply to the Court to have the variation disallowed
(1A) However the members may not apply to the Court under subsection (1) to have the variation disallowed if the variation is made with—
(a) written consent of all members in the class or
(b) a resolution passed unanimously by all members in the class at a separate general meeting of those members (Added 35 of 2018 s 19)
(2) An application must be made within 28 days after the date on which the variation is made
(3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed in writing by all of them
(4) The following persons are entitled to be heard on an application—
(a) the applicant
(b) any other person who appears to the Court to be interested in the application
(5) The Court may by order disallow the variation if it is satisfied that the variation would unfairly prejudice the members represented by the applicant
(6) If the Court is not so satisfied it must by order confirm the variation
(7) Nothing in this section affects—
(a) the right of a member to petition the Court under section 724 or
(b) the Court’s powers under section 725
191 原讼法庭命令交付处长
(1) 原讼法庭根第190条某公司作出命令该公司须该命令作出15日该命令正式文交付处长登记
(2) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
191 Delivery of order of Court to Registrar
(1) If the Court makes an order under section 190 in relation to a company the company must deliver an office copy of the order to the Registrar for registration within 15 days after it is made
(2) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
192 更改通知处长
(1) 股公司某类成员权利更改该公司须该项更改生效日期月文件交付处长登记 ——
(a) 批准该项更改决议文件文
(b) 符合指明格式通知
(2) 根条例条文关公司须关决议文件文交付处长第(1)(a)款适
(3) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
192 Notifying Registrar of variation
(1) If the rights of any class of members of a company that does not have a share capital are varied the company must deliver to the Registrar for registration within one month after the date on which the variation takes effect—
(a) a copy of the resolution or other document that authorized the variation and
(b) a notice in the specified form
(2) Subsection (1)(a) does not apply if the company is required to deliver a copy of the resolution or other document to the Registrar under another provision of this Ordinance
(3) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
第3次分部 —— 般事宜
Subdivision 3—General
193 更改包括废止
分部中公司章程细关更改类权利条文中( 章程细关条文文意指外)提述更改该等权利包括废止该等权利
193 Variation includes abrogation
In this Division and (unless the context otherwise requires) in any provision in a company’s articles for the variation of class rights a reference to a variation of those rights includes an abrogation of those rights
第8分部 —— 补充杂项条文
Division 8—Supplementary and Miscellaneous
第1次分部 —— 关股规定宽免
Subdivision 1—Relief from Share Capital Requirements
194 释义
(1) 分部中 ——
公司 (company)包括法团体发行公司提述中外
安排 (arrangement)指协议计划安排
非权益股份 (nonequity shares)指公司股份权益股份外
发行公司 (issuing company)指发行股份公司
转 (transfer)股份言包括转该等股份获列入公司成员登记册权利
权益股 (equity share capital)指公司已发行股包括该股中符合说明部分：分派股息资言均带分派中分享某指明数额外权利
权益股份 (equity shares)指组成公司权益股股份
(2) 分部中 ——
(a) 提述某公司购入股份包括该公司代名购入股份
(b) 提述某公司发行转股份包括该公司代名发行转股份
(c) 提述某公司转股份包括该公司代名转股份
194 Interpretation
(1) In this Division—
arrangement (安排) means any agreement scheme or arrangement
company (公司) except in reference to an issuing company includes any body corporate
equity share capital (权益股) means a company’s issued share capital excluding any part of that capital that neither as respects dividends nor as respects capital carries any right to participate beyond a specified amount in a distribution
equity shares (权益股份) means shares comprised in a company’s equity share capital
issuing company (发行公司) means a company that issues shares
nonequity shares (非权益股份) means shares in a company other than equity shares
transfer (转) of shares includes transfer of a right to be included in the company’s register of members in respect of the shares
(2) In this Division—
(a) a reference to the acquisition by a company of shares includes the acquisition of shares by a nominee of the company
(b) a reference to the issue or transfer of shares to a company includes the issue or transfer of shares to a nominee of the company
(c) a reference to the transfer of shares by a company includes the transfer of shares by a nominee of the company
195 集团重组宽免
(1) 情况条适 ——
(a) 某发行公司公司(控权公司)全资附属公司
(b) 该发行公司述公司发行股份 ——
(i) 该控权公司
(ii) 该控权公司全资附属公司
发行代价公司(公司)非现金资产转予该发行公司( 公司须属该控权公司全资附属公司组成公司集团成员)
(2) 述发行公司发行股份代价款额记录作该发行公司股时转资产价值超出该等资产净底值款额予理会该项转涉已发行股份须记录作该发行公司股代价低款额转资产净底值
(3) 转资产净底值该等资产底值超出发行公司承担公司债务底值款额发行公司承担该等债务作转资产代价
(4) 条言 ——
(a) 转资产底值述两数额中较者 ——
(i) 公司该等资产付出成
(ii) 紧接该转前公司会计纪录述该等资产款额
(b) 承担债务底值紧接该转前公司会计纪录述该等债务款额
195 Group reconstruction relief
(1) This section applies if an issuing company—
(a) is a wholly owned subsidiary of another company (the holding company) and
(b) issues shares—
(i) to the holding company or
(ii) to another wholly owned subsidiary of the holding company
in consideration for the transfer to the issuing company of noncash assets of a company (the transferor company) that is a member of the group of companies that comprises the holding company and all its wholly owned subsidiaries
(2) Any excess of the value of the assets transferred over their net base value may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares Consequently the minimum amount of consideration required to be recorded as share capital of the issuing company in respect of the shares issued for the transfer is the net base value of the assets transferred
(3) The net base value of the assets transferred is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor company assumed by the issuing company as consideration for the assets transferred
(4) For the purposes of this section—
(a) the base value of assets transferred is the lesser of—
(i) the cost of those assets to the transferor company
(ii) the amount at which those assets are stated in the transferor company’s accounting records immediately before the transfer
(b) the base value of liabilities assumed is the amount at which they are stated in the transferor company’s accounting records immediately before the transfer
196 合宽免
(1) 某发行公司已根项安排取公司少90股份权益该项安排规定该发行公司条款发行权益股份：发行股份代价须藉方式提供 ——
(a) 该发行公司发行转该公司权益股份
(b) 注销非该发行公司持该公司权益股份
条适
(2) 述发行公司发行股份代价款额记录作该发行公司股时根关安排购入注销权益股份价值超出该等股份述公司已认购资款额予理会须根该安排发行股份记录作该发行公司股代价低款额已购入注销权益股份该公司已认购资
(3) 关安排规定发行公司条款发行股份：该等股份代价须藉方式提供 ——
(a) 该发行公司发行转述公司非权益股份
(b) 注销非该发行公司持该公司非权益股份
该发行公司发行股份代价款额记录作该发行公司股时根该安排购入注销非权益股份价值超出该等股份该公司已认购资款额予理会
(4) 某案属第195条指者条适该案
196 Merger relief
(1) This section applies if an issuing company has secured at least a 90 equity holding in another company under an arrangement providing for the issue of equity shares in the issuing company on terms that the consideration for the shares issued is to be provided—
(a) by the issue or transfer to the issuing company of equity shares in the other company or
(b) by the cancellation of any equity shares in the other company not held by the issuing company
(2) Any excess of the value of the equity shares acquired or cancelled under the arrangement over the subscribed capital of the other company attributable to those shares may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares Consequently the minimum amount of consideration required to be recorded as share capital of the issuing company in respect of the shares issued under the arrangement is the subscribed capital of the other company attributable to the equity shares acquired or cancelled
(3) If the arrangement also provides for the issue of any shares in the issuing company on terms that the consideration for those shares is to be provided—
(a) by the issue or transfer to the issuing company of nonequity shares in the other company or
(b) by the cancellation of any nonequity shares in the other company not held by the issuing company
any excess of the value of the nonequity shares acquired or cancelled under the arrangement over the subscribed capital of the other company attributable to those shares may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares
(4) This section does not apply in a case falling within section 195
197 合宽免：90股份权益涵义
(1) 施行第196条断定事宜时条具效力︰某公司(甲公司)否已根第196(1)条述项安排取公司(乙公司)少90股份权益
(2) 根关安排购入注销乙公司权益股份致甲公司总持90乙公司权益股份(甲公司持乙公司权益股份全部部分否根该项安排取)甲公司属已取乙公司少90股份权益
(3) 乙公司权益股份分类股份非分该等类股份言第(2)款规定均已获符合否甲公司视已取乙公司少90股份权益
(4) 条言述股份视甲公司持 ——
(a) 属甲公司控权公司附属公司公司持股份
(b) 甲公司控权公司附属公司持股份
(c) 甲公司代名持股份(a)(b)段提述公司代名持股份
197 Merger relief meaning of 90 equity holding
(1) This section has effect in determining for the purposes of section 196 whether a company (company A) has secured at least a 90 equity holding in another company (company B) under an arrangement mentioned in section 196(1)
(2) Company A has secured at least a 90 equity holding in company B if in consequence of an acquisition or cancellation of equity shares in company B under that arrangement company A holds in aggregate 90 or more of the equity shares in company B (whether or not all or any of the equity shares in company B held by company A were acquired under that arrangement)
(3) If the equity shares in company B are divided into different classes of shares company A is not regarded as having secured at least a 90 equity holding in company B unless the requirements of subsection (2) are met in relation to each of those classes of shares taken separately
(4) For the purposes of this section the following shares are regarded as held by company A—
(a) shares held by a company that is company A’s holding company or subsidiary
(b) shares held by a subsidiary of company A’s holding company and
(c) shares held by nominees of company A or of a company referred to in paragraph (a) or (b)
198 宽免公司财务状况表反映
已发行股份提供股份代价断定须包括公司财务状况表中该等股份该代价款额时相次分部需记录作该公司股款额某款额予理会
198 Relief may be reflected in company’s statement of financial position
An amount corresponding to the amount that because of this Subdivision is not required to be recorded as a company’s share capital may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company’s statement of financial position
199 规例
(1) 财政司司长订立规例次分部予宽免加限制方式变通
(2) 根条订立规例须立法会批准
199 Regulations
(1) The Financial Secretary may make regulations for restricting or otherwise modifying the relief provided by this Subdivision
(2) Regulations made under this section are subject to the approval of the Legislative Council
第2次分部 —— 杂项
Subdivision 2—Miscellaneous
200 关股份缴付款额条文
公司章程细批准该公司 ——
(a) 股份发行作出安排股东款额付款时间缴付股份催缴股款
(b) 接受成员持股份缴付尚未缴付股款全部部分该公司未催缴该等股款部分然
(c) 某股份已缴付股款额股份情况股股份已缴付股款额例缴付股息
200 Provision for different amounts to be paid on shares
If authorized by its articles to do so a company may—
(a) make arrangements on the issue of shares for a difference between the shareholders in the amounts and times of payment of calls on their shares
(b) accept from any member the whole or part of the amount remaining unpaid on any shares held by the member although no part of that amount has been called up and
(c) pay a dividend in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others
201 股说明
(1) 部第5 部条文规定交付处长登记申报书申报表通知须载股说明条适
(2) 股说明须述明 ——
(a) 公司已发行股份总数
(b) 已视作已公司已发行股份总数缴付款额(话)尚未视作尚未该等股份总数缴付款额 (2018年第35号第20条修订)
(c) 公司已发行股总款额 (2018年第35号第20条修订)
(d) (2018年第35号第20条废)
(2A) 已发行股分类股份股说明须类股份述明 ——
(a) 第(3)款指明详情
(b) 该类股份中已发行股份总数
(c) 已视作已该类股份中已发行股份总数缴付款额(话)尚未视作尚未该等股份总数缴付款额
(d) 该类股份中已发行股总款额 (2018年第35号第20条增补)
(3) 述详情 ——
(a) 关类股份附带表决权详情包括某情况产生权利
(b) 该类股份附带分派股息时参该项分派权利详情
(c) 该类股份附带分派股时(包括进行清盘时)参该项分派权利详情
(d) 该类股份否属赎回股份
201 Statement of capital
(1) This section applies if a provision of this Part or Part 5 requires a statement of capital to be included in a return or notice delivered to the Registrar for registration
(2) A statement of capital must state—
(a) the total number of issued shares in the company
(b) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid or regarded as remaining unpaid on the total number of issued shares in the company and (Amended 35 of 2018 s 20)
(c) the total amount of the company’s issued share capital (Amended 35 of 2018 s 20)
(d) (Repealed 35 of 2018 s 20)
(2A) If the issued share capital is divided into different classes of shares a statement of capital must also state for each class of shares—
(a) the particulars specified in subsection (3)
(b) the total number of issued shares in the class
(c) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid or regarded as remaining unpaid on the total number of issued shares in the class and
(d) the total amount of issued share capital of the class (Added 35 of 2018 s 20)
(3) The particulars are—
(a) particulars of any voting rights attached to shares in the class including rights that arise only in certain circumstances
(b) particulars of any rights attached to shares in the class as respects dividends to participate in a distribution
(c) particulars of any rights attached to shares in the class as respects capital to participate in a distribution (including on a winding up) and
(d) whether or not shares in the class are redeemable shares
202 已缴款股通知
(1) 述明公司已发行股该公司正式文件须少样显眼方式述明已缴款股
(2) 公司香港发出传阅分发符合第(1)款规定正式文件该公司名责均属犯罪处第3 级罚款
(3) 条中 ——
正式文件 (official document)公司言指该公司通知通告广告正式刊物
___________
202 Notice of paid up capital
(1) An official document of a company that states the company’s issued capital must also state no less prominently the company’s paid up capital
(2) If a company issues circulates or distributes an official document in Hong Kong that does not comply with subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(3) In this section—
official document (正式文件) of a company means a notice circular advertisement or other official publication of the company
___________
第5部
Part 5
关股事宜
(格式变更——2013年第1号编辑修订纪录)
Transactions in relation to Share Capital
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
203 释义
(1) 部中 ——
分派利润 (distributable profits)某公司作出项付款言指该公司合法中拨作分派价值相等该项付款利润
确定回购合约 (contingent buyback contract)指某公司订立关股份合约 ——
(a) 该合约非回购该等股份合约
(b) 该公司根该合约条件规限变权责回购该等股份
指明中文报章 (specified Chinese language newspaper)指根第(2)款指明中文报章
指明英文报章 (specified English language newspaper)指根第(2)款指明英文报章
监察机关 (Commission) ——
(a) (b)(c)段规定外指证券期货条例(第571章)第3(1)条提述证券期货事务监察委员会
(b) 根该条例第25条作出关转移令该转移令效期该转移令规定指关认交易时指证券期货事务监察委员会关认交易
(c) 根该条例第68条作出关转移令该转移令效期该转移令规定指关认控制时指证券期货事务监察委员会关认控制
认控制 (recognized exchange controller)具证券期货条例(第571章)附表1第1部第1条予该词涵义
(2) 政务司司长施行部指明中文报章英文报章须宪报刊登指明报章名单
(编辑修订——2013年第1号编辑修订纪录)
203 Interpretation
(1) In this Part—
Commission (监察机关) means—
(a) subject to paragraphs (b) and (c) the Securities and Futures Commission referred to in section 3(1) of the Securities and Futures Ordinance (Cap 571)
(b) if any relevant transfer order made under section 25 of that Ordinance is in force the recognized exchange company concerned or both the Securities and Futures Commission and the recognized exchange company concerned in accordance with the provisions of that order or
(c) if any relevant transfer order made under section 68 of that Ordinance is in force the recognized exchange controller concerned or both the Securities and Futures Commission and the recognized exchange controller concerned in accordance with the provisions of that order
contingent buyback contract (确定回购合约) means a contract entered into by a company relating to any of its shares—
(a) that is not a contract to buy back those shares but
(b) under which the company may (subject to any conditions) become entitled or obliged to buy back those shares
distributable profits (分派利润) in relation to the making of a payment by a company means those profits out of which the company could lawfully make a distribution equal in value to the payment
recognized exchange controller (认控制) has the meaning given by section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571)
specified Chinese language newspaper (指明中文报章) means a Chinese language newspaper that is specified under subsection (2)
specified English language newspaper (指明英文报章) means an English language newspaper that is specified under subsection (2)
(2) The Chief Secretary for Administration may specify Chinese language newspapers and English language newspapers for the purposes of this Part and must publish a list of the specified newspapers in the Gazette
第2分部 —— 偿付力测试
Division 2—Solvency Test
204 分部适范围
分部事宜具效力 ——
(a) 第3分部第2次分部指藉着通偿付力陈述作支持特决议进行股减少
(b) 第4分部指赎回回购股份资中拨款作付款
(c) 第5分部第4次分部指公司予资助
204 Application of Division
This Division has effect for the following transactions—
(a) a reduction of share capital by special resolution supported by a solvency statement under Subdivision 2 of Division 3
(b) a payment out of capital in respect of a share redemption or buyback under Division 4
(c) the giving of financial assistance by a company under Subdivision 4 of Division 5
205 偿付力测试
——
(a) 紧接某事宜进行会没认定某公司力偿付债项理
(b) 中种情况 ——
(i) 该公司清盘拟该事宜日期12 月展开展开清盘12 月该公司会力悉数偿付债项
(ii) 属情况该公司会力偿付紧接该事宜12 月期债项
该公司属该事宜言通偿付力测试
205 Solvency test
A company satisfies the solvency test in relation to a transaction if—
(a) immediately after the transaction there will be no ground on which the company could be found to be unable to pay its debts and
(b) either—
(i) if it is intended to commence the winding up of the company within 12 months after the date of the transaction the company will be able to pay its debts in full within 12 months after the commencement of the winding up or
(ii) in any other case the company will be able to pay its debts as they become due during the period of 12 months immediately following the date of the transaction
206 偿付力陈述
(1) 某事宜言偿付力陈述容陈述：作出该陈述名董事已出意见认关公司该事宜言通偿付力测试
(2) 作出偿付力陈述目出意见时董事须 ——
(a) 查究关公司事务状况前景
(b) 考虑该公司债务( 包括负债潜负债)
(3) 偿付力陈述须 ——
(a) 符合指明格式
(b) 述明 ——
(i) 作出该陈述日期
(ii) 名作出该陈述董事姓名名称
(c) 名作出该陈述董事签署
(4) 第(3)(a)款适公司根第5分部第4次分部提供资助目作出偿付力陈述
206 Solvency statement
(1) A solvency statement in relation to a transaction is a statement that each of the directors making it has formed the opinion that the company satisfies the solvency test in relation to the transaction
(2) In forming an opinion for the purpose of making a solvency statement a director must—
(a) inquire into the company’s state of affairs and prospects and
(b) take into account all the liabilities of the company (including contingent and prospective liabilities)
(3) A solvency statement—
(a) must be in the specified form
(b) must state—
(i) the date on which it is made and
(ii) the name of each director making it and
(c) must be signed by each director making it
(4) Subsection (3)(a) does not apply to a solvency statement made for the purposes of the giving of financial assistance by a company under Subdivision 4 of Division 5
207 关偿付力陈述罪行
董事合理理支持偿付力陈述中表达意见情况作出该陈述属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第6 级罚款监禁6月
207 Offences regarding solvency statement
A director who makes a solvency statement without having reasonable grounds for the opinion expressed in it commits an offence and is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
208 订立规例修改偿付力测试权力
(1) 行政长官会行政会议订立规例 ——
(a) 修改偿付力测试修改该测试事宜事宜类适情况
(b) 修改董事作出偿付力陈述目出意见时须考虑事宜
(2) 根条订立规例须立法会批准
208 Power to modify solvency test by regulation
(1) The Chief Executive in Council may make regulations—
(a) modifying the solvency test or its application to any transaction or class of transactions or
(b) modifying the matters that a director is required to take into account in forming an opinion for the purpose of making a solvency statement
(2) Regulations made under this section are subject to the approval of the Legislative Council
第3分部 —— 股减少
Division 3—Reduction of Share Capital
第1次分部 —— 般条文
Subdivision 1—General Provisions
209 分部适范围
分部适 ——
(a) 股份限公司
(b) 2004年2月13日前根旧公司条例组成成股担保限公司公司
209 Application of Division
This Division applies to—
(a) a company limited by shares and
(b) a company limited by guarantee having a share capital that was formed as or became such a company under a former Companies Ordinance before 13 February 2004
210 获准股减少
(1) 公司第211条指明程序根分部方式减少股
例子——
1 公司终绝减少股份未缴股方面法律责
2 公司 ——
(a) 取消已亏损资产代表已缴股否终绝减少股份法律责
(b) 超需已缴股付否终绝减少股份法律责
(2) 然某公司减少股会导致该公司成员持赎回股份外股份该公司减少股
(3) 公司章程细中关禁止限制减少股规定分部受该规定规限
210 Permitted reductions of share capital
(1) A company may in accordance with the procedure specified in section 211 reduce its share capital under this Division in any way
Examples—
1 A company may extinguish or reduce the liability on any of its shares in respect of share capital not paid up
2 A company may either with or without extinguishing or reducing liability on any of its shares—
(a) cancel any paidup share capital that is lost or unrepresented by available assets or
(b) repay any paidup share capital in excess of the company’s wants
(2) However a company must not reduce its share capital if as a result of the reduction there would no longer be any member of the company holding shares other than redeemable shares
(3) This Division is subject to any provision of a company’s articles that prohibits or restricts the reduction of the company’s share capital
211 公司减少股程序
公司根分部减少股程序 ——
(a) 根第2次分部藉通偿付力陈述支持特决议
(b) 根第3次分部藉获原讼法庭确认特决议
211 Procedure for a company to reduce its share capital
The procedure for a company to reduce its share capital under this Division is—
(a) by special resolution supported by a solvency statement under Subdivision 2 or
(b) by special resolution confirmed by the Court under Subdivision 3
212 违反分部减少股属罪行
(1) 公司违反分部情况减少股该公司名责属犯罪 ——
(a) 循公诉程序定罪处罚款1250000监禁5年
(b) 循简易程序定罪处罚款150000监禁12月
(2) 某公司名名董事减少该公司股作出偿付力陈述事犯第207条订罪行该公司会仅该项股减少干犯条订罪行
(3) 第4分部进行股份赎回股份回购导致股减少条例规定导致股减少属犯条订罪行
212 Offence if share capital is reduced in contravention of Division
(1) If a company reduces its share capital in contravention of this Division the company and every responsible person of the company commit an offence and each is liable—
(a) on conviction on indictment to a fine of 1250000 and to imprisonment for 5 years or
(b) on summary conviction to a fine of 150000 and to imprisonment for 12 months
(2) An offence is not committed under this section in relation to a reduction of share capital by a company only because one or more directors of the company commit an offence under section 207 in making a solvency statement for the purposes of the reduction of share capital
(3) An offence is not committed under this section if the reduction of share capital occurs as a result of a share redemption or buyback in accordance with Division 4 or as otherwise provided in this Ordinance
213 股减少成员法律责
(1) 某公司股根分部减少前度成员现成员须股份催缴分担款额超两项目间差额(话)数承担法律责 ——
(a) 关股份发行价格
(b) 该股份已缴付股款(话)股份减少款额总
(2) 第(1)款受第232条规限
(3) 条影响分担彼间权利
213 Liability of members following reduction of share capital
(1) If a company’s share capital is reduced under this Division a past or present member of the company is not liable in respect of a share to a call or contribution exceeding in amount the difference (if any) between—
(a) the issue price of the share and
(b) the aggregate of the amount paid up on the share (if any) and the amount reduced on the share
(2) Subsection (1) is subject to section 232
(3) Nothing in this section affects the rights of the contributories among themselves
214 股减少产生储备
(1) 公司分部减少股第6部言股减少产生储备须视已实现利润
(2) 第(1)款须受项目中相反条文规限 ——
(a) 原讼法庭命令原讼法庭作出承诺
(b) 议决减少股决议攸关股减少决议
(c) 公司章程细
214 Reserves arising from reductions of share capital
(1) If a company reduces its share capital in accordance with this Division a reserve arising from the reduction is to be regarded for the purposes of Part 6 as realized profit
(2) Subsection (1) is subject to anything to the contrary in—
(a) an order of or undertaking given to the Court
(b) the resolution for or any other resolution relevant to the reduction of share capital or
(c) the company’s articles
第2次分部 —— 藉着偿付力陈述支持特决议减少股
Subdivision 2—Reduction of Share Capital by Special Resolution Supported by Solvency Statement
215 议决减少股特决议
(1) 公司次分部藉特决议减少股
(2) 处长登记关股减少第224225条指申报表时关特决议股减少告生效
215 Special resolution for reduction of share capital
(1) A company may reduce its share capital by special resolution in accordance with this Subdivision
(2) The special resolution and the reduction of share capital take effect when the return under section 224 or 225 in relation to the reduction is registered by the Registrar
216 关股减少偿付力陈述
(1) 公司董事须股减少事作出符合第2分部偿付力陈述
(2) 议决减少股特决议须作出偿付力陈述日期15日通
(3) 关特决议书面决议形式提出偿付力陈述文须该项决议送交公司成员时前送交该公司名成员
(4) 关特决议建议会议通须该会议备偿付力陈述文供会成员查阅
(5) 第(3)(4)款(视者适定)获遵守关特决议具效力
216 Solvency statement for reduction of share capital
(1) All directors of the company must make a solvency statement that complies with Division 2 in relation to the reduction of share capital
(2) The special resolution for reduction of share capital must be passed within 15 days after the date of the solvency statement
(3) If the special resolution is proposed as a written resolution a copy of the solvency statement must be sent to every member of the company at or before the time when the proposed resolution is sent to them
(4) If the special resolution is proposed at a meeting a copy of the solvency statement must be made available for inspection by members at the meeting
(5) The special resolution is not effective if subsection (3) or (4) (as applicable) is not complied with
217 特决议︰行表决权
(1) 议决减少股特决议书面决议形式提出第12部第1分部第2次分部(书面决议)言持该项决议关股份公司成员该等股份言属合资格成员
(2) 关特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(3) 第(2)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(4) 第(3)(b)款提述投票方式表决求遭拒绝关特决议具效力
(5) 股减少样适公司已发行股份条适
217 Special resolution exercise of voting rights
(1) If the special resolution for reduction of share capital is proposed as a written resolution a member of the company holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(2) If the special resolution is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(3) For the purposes of subsection (2)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(4) The special resolution is not effective if a demand for a poll referred to in subsection (3)(b) is refused
(5) This section does not apply in the case of a reduction of share capital that applies equally to all issued shares in the company
218 关股减少公告
(1) 议决减少股特决议获通公司须第(2)款指明日期日前宪报刊登公告 ——
(a) 述明公司已批准减少股
(b) 指明减少股款额该项特决议日期
(c) 述明处查阅该项特决议关偿付力陈述
(d) 述明没意没表决赞成该项特决议公司成员公司债权该项决议日期5星期根第220条原讼法庭提出申请求撤销该项决议
(2) 述日期 ——
(a) 关特决议通星期星期中工作日
(b) ((a)段述日期关特决议通日期(包括两者) 相距少4办公日)星期中工作日
例子——
1 关特决议某年2月2日(星期四)通星期六星期日外该年2月日子均属办公日该项特决议通星期星期中工作日该年2月10日(星期五)2月2日2月10日间5办公日关公告须该年2月10日(星期五)前宪报刊登
2 关特决议某年3月30日(星期五)通该年4月4日(星期三)4月6日(星期五)均公众假期该年4月2日(星期)4月3日(星期二)4月5日(星期四)4月13日(星期五)均属办公日该项特决议通星期星期中工作日4月5日(星期四)3月30日4月5日间2办公日关公告须星期中工作日( 该年4月13日(星期五))前宪报刊登
(3) 公司须通议决减少股特决议星期星期终结前 ——
(a) 少份指明中文报章少份指明英文报章刊登第(1) 款指公告容具相意思公告
(b) 名债权发出具该意思书面通知
(4) 公司违反第(1)(3)款该公司名责均属犯罪处第3 级罚款
(5) 公司须日期前偿付力陈述文交付处长登记 ——
(a) 公司根第(1)款刊登关公告日期
(b) (早(a)段指日期)公司根第(3)款首次刊登关公告日期首次债权发出通知日期
(6) 公司违反第(5)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 第(2)款言 ——
工作日 (working day)指日子日子 ——
(a) 公众假期
(b) 星期六
办公日 (business day)指日子日子 ——
(a) 公众假期
(b) 星期六
(c) 释义通条例(第1章)第71(2)条界定黑色暴雨警告日烈风警告日
218 Public notice of reduction of share capital
(1) If a special resolution for reduction of share capital is passed the company must on or before the date specified in subsection (2) publish a notice in the Gazette—
(a) stating that the company has approved a reduction of share capital
(b) specifying the amount of share capital to be reduced and the date of the special resolution
(c) stating where the special resolution and solvency statement are available for inspection and
(d) stating that a member of the company who did not consent to or vote in favour of the special resolution or a creditor of the company may within 5 weeks after the date of the special resolution apply to the Court under section 220 for cancellation of the special resolution
(2) The date is—
(a) a date that falls on the last working day of the week after the week in which the special resolution is passed or
(b) if the period between the date in paragraph (a) and the date on which the special resolution is passed is less than 4 business days (both dates exclusive) a date that falls on the last working day of the week next following
Examples—
1 The special resolution is passed on 2 February of a year (Thursday) Apart from Saturdays and Sundays all other dates in February of that year are business days The date that falls on the last working day of the week after the week in which the special resolution is passed is 10 February (Friday) of that year There are 5 business days between 2 February and 10 February Therefore the relevant notice must be published in the Gazette on or before 10 February (Friday) of that year
2 The special resolution is passed on 30 March of a year (Friday) Both 4 April (Wednesday) and 6 April (Friday) of that year are general holidays 2 April (Monday) 3 April (Tuesday) 5 April (Thursday) and 13 April (Friday) of that year are business days The date that falls on the last working day of the week after the week in which the special resolution is passed is 5 April (Thursday) There are only 2 business days between 30 March and 5 April Therefore the relevant notice must be published in the Gazette on or before the last working day of the week next following which is 13 April (Friday) of that year
(3) Before the end of the week after the week in which the special resolution for reduction of share capital is passed the company must also—
(a) publish a notice to the same effect as the notice under subsection (1) in at least one specified Chinese language newspaper and at least one specified English language newspaper or
(b) give written notice to that effect to each of its creditors
(4) If the company contravenes subsection (1) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(5) The company must deliver to the Registrar for registration a copy of the solvency statement no later than the day on which the company—
(a) publishes the notice under subsection (1) or
(b) if earlier first publishes the notice or gives notice to creditors under subsection (3)
(6) If the company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) For the purposes of subsection (2)—
business day (办公日) means a day that is not—
(a) a general holiday
(b) a Saturday or
(c) a black rainstorm warning day or gale warning day as defined by section 71(2) of the Interpretation and General Clauses Ordinance (Cap 1)
working day (工作日) means a day that is not—
(a) a general holiday or
(b) a Saturday
219 特决议偿付力陈述查阅
(1) 公司须确保议决减少股特决议该项决议作出偿付力陈述备存公司注册办事处备存根第657条订立规例订明点备存期间 ——
(a) ——
(i) 公司根第218(1)条刊登关公告日期开始
(ii) (早第(i)节指日期) 公司根第218(3)条首次刊登关公告日期首次债权发出通知日期开始
(b) 该项特决议通日期5星期结束
(2) 公司须准许成员债权第(1)款述期间办公时间免费查阅关特决议偿付力陈述
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 公司违反第(2)款原讼法庭藉命令规定该公司准许关作时查阅
219 Inspection of special resolution and solvency statement
(1) The company must ensure that the special resolution for reduction of share capital and the solvency statement made in relation to it are kept at its registered office or at a place prescribed by regulations made under section 657 for the period—
(a) beginning on the day on which the company—
(i) publishes the notice under section 218(1) or
(ii) if earlier first publishes the notice or gives notice to creditors under section 218(3) and
(b) ending 5 weeks after the date of the special resolution
(2) The company must permit a member or creditor of the company to inspect the special resolution and solvency statement without charge during business hours in that period
(3) If the company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If the company contravenes subsection (2) the Court may by order require the company to permit an immediate inspection
220 成员债权原讼法庭提出申请
(1) 第(2)款规定外议决减少股特决议日期5星期公司成员债权原讼法庭提出申请求撤销该项决议
(2) 意表决赞成关决议成员权提出述申请
(3) 权提出申请藉书面方式委中代表作出该项委提出申请
(4) 根条提出申请 ——
(a) 申请须快申请书送达关公司
(b) 该公司须申请书送达该公司日期7 日处长发出关该项申请通知该通知须符合指明格式
(5) 公司违反第(4)(b)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
220 Application to Court by members or creditors
(1) Subject to subsection (2) a member or creditor of the company may apply to the Court within 5 weeks after the date of the special resolution for reduction of share capital for cancellation of the resolution
(2) A member who consented to or voted in favour of the special resolution is not entitled to apply
(3) An application may be made on behalf of the persons entitled to apply by any one or more of them appointed in writing by all of them
(4) If an application is made under this section—
(a) the applicant must as soon as possible serve the application on the company and
(b) the company must give the Registrar notice in the specified form of the application within 7 days after the day on which the application is served on the company
(5) If the company contravenes subsection (4)(b) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
221 原讼法庭押法律程序权力
(1) 原讼法庭接获根第220条提出申请法律程序押令原讼法庭满意安排作出保障持异议成员持异议债权权益
(2) 原讼法庭作出认合宜指示命令利便作出执行述安排
221 Power of Court to adjourn proceedings
(1) The Court may adjourn proceedings on an application under section 220 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members or dissentient creditors
(2) The Court may give any directions and make any orders it thinks expedient for facilitating or carrying into effect any such arrangement
222 原讼法庭确认撤销特决议权力
(1) 原讼法庭接获根第220条提出申请须作出确认撤销关议决减少股特决议命令认合适条款条件作出该命令
(2) 原讼法庭确认关特决议藉命令更改延展 ——
(a) 该项决议指明日期期间
(b) 分部适该项决议股减少条文指明日期期间
(3) 原讼法庭认合适关命令 ——
(a) 公司回购成员股份公司股减少事作出规定
(b) 保障公司成员债权权益作出规定
(c) 公司章程细作出述规定需作出更改
(d) 规定公司章程细作出更改指明更改
(4) 原讼法庭命令规定公司章程细作出更改指明更改公司权未获原讼法庭许作出该更改
(5) 原讼法庭根条具权力局限根第221条具权力
222 Power of Court to confirm or cancel special resolution
(1) On an application under section 220 the Court must make an order confirming or cancelling the special resolution for reduction of share capital and may do so on any terms and conditions it thinks fit
(2) If the Court confirms the special resolution it may by order alter or extend any date or period of time specified—
(a) in the special resolution or
(b) in any provision of this Division applying to the special resolution or the reduction of share capital
(3) If the Court thinks fit the order may—
(a) provide for the company to buy back the shares of any of its members and for the reduction accordingly of the company’s share capital
(b) provide for the protection of the interests of members or creditors of the company
(c) make any alteration to the company’s articles that may be required as a consequence
(d) require the company not to make any or any specified alteration to its articles
(4) If the order of the Court requires the company not to make any or any specified alteration to its articles the company does not have power to make any such alteration without leave of the Court
(5) The powers of the Court under this section do not limit its powers under section 221
223 公司原讼法庭命令文交付处长
(1) 公司须原讼法庭作出第222条指命令15日原讼法庭命令较长限期该命令正式文交付处长登记
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
223 Company to deliver copy of order of Court to Registrar
(1) Within 15 days after the making of an order by the Court under section 222 or within any longer period ordered by the Court the company must deliver an office copy of the order to the Registrar for registration
(2) If the company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
224 登记申报表︰原讼法庭提出申请情况
(1) ——
(a) 根第220条议决减少股特决议提出申请
(b) 公司该项决议日期5星期该项决议日期7星期前期间符合第(2)款申报表交付处长
处长须登记该申报表
附注——
根第215(2)条关特决议股减少处长登记关申报表时生效
(2) 关申报表须 ——
(a) 符合指明格式
(b) 载股减少详情
(c) 载项紧接股减少时状况准股说明该说明须符合第201 条 (2018年第35号第21条修订)
224 Registration of return if no application to Court
(1) If—
(a) no application is made under section 220 in respect of the special resolution for reduction of share capital and
(b) the company delivers a return that complies with subsection (2) to the Registrar no earlier than 5 weeks and no later than 7 weeks after the date of the special resolution
the Registrar must register the return
Note—
Under section 215(2) the special resolution and the reduction of share capital take effect when the return is registered by the Registrar
(2) The return—
(a) must be in the specified form
(b) must contain particulars of the reduction of share capital and
(c) must include a statement of capital as at the time immediately after the reduction of share capital that complies with section 201
225 登记申报表︰原讼法庭提出申请情况
(1) ——
(a) 根第220条议决减少股特决议提出申请
(b) 中种情况 ——
(i) 原讼法庭根第222条作出确认该项决议命令
(ii) 关该项申请法律程序没原讼法庭裁定结束(例该项申请撤回)
(c) 公司 ——
(i) 作出该项命令15 日原讼法庭命令较长限期
(ii) 法律程序没原讼法庭裁定结束15日项该等法律程序该等法律程序中项结束15 日
符合第(2)款申报表交付处长
处长须登记该申报表
附注——
根第215(2)条关特决议股减少处长登记关申报表时生效
(2) 关申报表须 ——
(a) 符合指明格式
(b) 载股减少详情
(c) 载项紧接股减少时状况准股说明该说明须符合第201条 (2018年第35号第22条修订)
225 Registration of return if application to Court
(1) If—
(a) an application is made under section 220 in respect of the special resolution for reduction of share capital
(b) either—
(i) the Court makes an order under section 222 confirming the special resolution or
(ii) the proceedings on the application are ended without determination by the Court (for example by the withdrawal of the application) and
(c) the company delivers to the Registrar a return that complies with subsection (2)—
(i) within 15 days after the making of the order or within any longer period ordered by the Court or
(ii) within 15 days after the proceedings are ended without determination by the Court or if there are more than one such proceedings the last of them are so ended
the Registrar must register the return
Note—
Under section 215(2) the special resolution and the reduction of share capital take effect when the return is registered by the Registrar
(2) The return—
(a) must be in the specified form
(b) must contain particulars of the reduction of share capital and
(c) must include a statement of capital as at the time immediately after the reduction of share capital that complies with section 201
第3次分部 —— 原讼法庭确认股减少
Subdivision 3—Reduction of Share Capital Confirmed by Court
226 特决议原讼法庭提出求确认股减少申请
(1) 公司根次分部通项议决减少股特决议藉呈请书原讼法庭提出申请求发出项确认股减少命令
(2) 非原讼法庭指示否建议股减少涉中项事宜第227条(债权权反股减少)适 ——
(a) 减轻未缴股方面法律责
(b) 付款予持已缴股股东
(3) 原讼法庭顾关案特殊情况认恰指示第227条适某类某类债权
(4) 原讼法庭指示第227条情况适
226 Special resolution and application to Court for confirmation of reduction of share capital
(1) A company may pass a special resolution for reduction of share capital under this Subdivision and apply by petition to the Court for an order confirming the reduction
(2) Unless the Court directs otherwise section 227 (creditors entitled to object to reduction of share capital) applies if the proposed reduction of share capital involves either—
(a) the diminution of liability in respect of unpaid share capital or
(b) the payment to a shareholder of any paidup share capital
(3) The Court may direct that section 227 is not to apply to any class or classes of creditors if the Court thinks it proper to do so having regard to any special circumstances of the case
(4) The Court may direct that section 227 is to apply in any other case
227 债权权反股减少
(1) 条适(见第226(2)(4)条)情况公司债权权反股减少：该债权原讼法庭指定日期权追讨债项提出申索该债项申索假该公司该日期展开清盘会获原讼法庭接纳针该公司证者
(2) 原讼法庭须议定份权反债权名单 (2018年第35号第23条修订)
(3) 施行第(2)款原讼法庭 ——
(a) 须没规定债权提出申请情况确定该等债权姓名名称债项申索性质款额
(b) 刊登公告非名列该名单债权求姓名名称列入该名单该债权排股减少提出反权利外订定行事限期日期
(4) 名列关名单债权债项申索未获清偿尚未终结该债权意股减少原讼法庭认合适公司保证偿付该债项申索前提免该债权意
(5) 施行第(4)款关债项申索须藉拨付(原讼法庭指示)述款额获保证 ——
(a) (公司承认该债项申索全数款额承认愿提供款项)该债项申索全数款额
(b) (公司承认该债项申索全数款额愿提供款项该笔款额确定未确定)原讼法庭犹该公司正原讼法庭清盘情况作出查讯判定厘定款额
227 Creditors entitled to object to reduction of share capital
(1) If this section applies (see section 226(2) and (4)) a creditor of the company is entitled to object to the reduction of share capital if the creditor is entitled at the date fixed by the Court to any debt or claim that would be admissible in proof against the company if the company were to commence being wound up on that date
(2) The Court must settle a list of creditors entitled to object
(3) For the purposes of subsection (2) the Court—
(a) must ascertain as far as possible without requiring an application from any creditor the names of those creditors and the nature and amount of their debts or claims and
(b) may publish a notice fixing a period within which or a date by which creditors not on the list are to claim to be entered on the list or are to be excluded from the right of objecting
(4) If a creditor on the list whose debt or claim is not discharged or has not determined does not consent to the reduction the Court may if it thinks fit dispense with the consent of the creditor on the company securing payment of the debt or claim
(5) For the purposes of subsection (4) the debt or claim must be secured by appropriating (as the Court directs) the following amount—
(a) if the company admits the full amount of the debt or claim or though not admitting it is willing to provide for it the full amount of the debt or claim or
(b) if the company does not admit and is not willing to provide for the full amount of the debt or claim or if the amount is contingent or not ascertained an amount fixed by the Court after an inquiry and adjudication as if the company were being wound up by the Court
228 债权名单关罪行
(1) 公司高级员 ——
(a) 蓄意罔顾实情 ——
(i) 隐匿权反股减少债权姓名名称
(ii) 债项性质款额债权申索作出失实陈述
(b) 明知参述隐匿失实陈述作出
(2) 违反第(1)款属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
228 Offence in connection with creditors list
(1) An officer of a company—
(a) must not intentionally or recklessly—
(i) conceal the name of a creditor entitled to object to the reduction of share capital or
(ii) misrepresent the nature or amount of the debt or claim of a creditor or
(b) must not be knowingly concerned in any such concealment or misrepresentation
(2) A person who contravenes subsection (1) commits an offence and is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
229 确认股减少原讼法庭命令
(1) 原讼法庭接获根第226条藉呈请书提出申请认合适条款条件作出项确认股减少命令
(2) 非原讼法庭根第227条权反股减少名公司债权言信纳 ——
(a) 已取该债权意
(b) 该债权债项申索已获清偿已告终结已获予保证
否原讼法庭确认该项股减少
229 Order of Court confirming reduction of share capital
(1) On an application by petition under section 226 the Court may make an order confirming the reduction of share capital on any terms and conditions it thinks fit
(2) The Court must not confirm the reduction of share capital unless it is satisfied with respect to every creditor of the company who is entitled to object to the reduction of share capital under section 227 that—
(a) the creditor’s consent has been obtained or
(b) the creditor’s debt or claim has been discharged has determined or has been secured
230 命令纪录申报表登记
(1) ——
(a) 原讼法庭根第229条作出项确认股减少命令
(b) 关公司原讼法庭作出该命令15日原讼法庭命令较长限期述文件交付处长 ——
(i) 该命令正式文份
(ii) 符合第(2)款原讼法庭批准纪录份
(iii) 符合第(3)款申报表份
处长须该命令纪录申报表登记
(2) 关纪录须关命令更改公司股述明 ——
(a) 股额
(b) 公司发行股份总数
(c) 股股份股款款额
(d) 股股份已缴付股款款额( 话) 尚未缴付股款款额
(3) 关申报表须 ——
(a) 符合指明格式
(b) 藉提述关命令纪录文件载股减少详情
(c) 载项紧接股减少时状况准股说明该说明须符合第201条 (2018年第35号第24条修订)
(4) 获关命令确认关特决议处长登记该项命令纪录申报表时告生效
(5) 关登记公告须原讼法庭指示方式发表
230 Registration of order minute and return
(1) If—
(a) the Court makes an order under section 229 confirming the reduction of share capital and
(b) within 15 days after the making of the order or within any longer period ordered by the Court the company delivers to the Registrar—
(i) an office copy of the order
(ii) a minute that complies with subsection (2) and that is approved by the Court and
(iii) a return that complies with subsection (3)
the Registrar must register the order minute and return
(2) The minute must state with respect to the company’s share capital as altered by the order—
(a) the amount of the share capital
(b) the total number of issued shares in the company
(c) the amount of each share and
(d) the amount paid up and the amount (if any) remaining unpaid on each share
(3) The return—
(a) must be in the specified form
(b) must contain particulars of the reduction of share capital (by reference to the order or minute or otherwise) and
(c) must include a statement of capital as at the time immediately after the reduction of share capital that complies with section 201
(4) The special resolution as confirmed by the order takes effect on registration of the order minute and return by the Registrar
(5) Notice of the registration must be published in the manner directed by the Court
231 登记证明书
(1) 处长须核证根第230条关命令纪录申报表作出登记
(2) 述证明书须处长签署
(3) 述证明书事宜确证 ——
(a) 条例中关股减少规定已获遵守
(b) 公司股该份纪录述者
231 Certification of registration
(1) The Registrar must certify the registration of an order minute and return under section 230
(2) The certificate must be signed by the Registrar
(3) The certificate is conclusive evidence—
(a) that the requirements of this Ordinance for the reduction of share capital have been complied with and
(b) that the company’s share capital is as stated in the minute
232 债权名单债权法律责
(1) ——
(a) 名权反原讼法庭根第229 条确认股减少债权 ——
(i) 知悉关该项股减少法律程序未名列债权名单
(ii) 知悉该法律程序性质该债权债项申索影响未名列债权名单
(b) 公司股减少力偿付该项债项申索
条适该项股减少
(2) 关命令确认议决减少股特决议登记该项命令日属公司成员均法律责分担提供款项偿付关债项申索分担额超假公司已该日期前日展开清盘该便会法律责分担支付款额
(3) 公司清盘原讼法庭接获述债权申请第(1)(a)款提述债权知悉事宜证明认合适 ——
(a) 议定份根条法律责分担提供款项名单 (2018年第35号第25条修订)
(b) 针作出强制执行催缴作出强制执行命令犹宗清盘案中普通分担样
(4) 条影响分担彼间权利
232 Liability to creditors omitted from list of creditors
(1) This section applies to a reduction of share capital confirmed by the Court under section 229 if—
(a) a creditor entitled to object to the reduction of share capital was not entered on the list of creditors because the creditor was not aware—
(i) of the proceedings for reduction of share capital or
(ii) of their nature or effect with respect to the creditor’s debt or claim and
(b) after the reduction of share capital the company is unable to pay the debt or claim
(2) A person who was a member of the company on the date of registration of the order confirming the special resolution for the reduction is liable to contribute for the payment of the debt or claim an amount not exceeding the amount that the person would have been liable to contribute if the company had commenced to be wound up on the day before that date
(3) If the company is wound up the Court on application by the creditor and proof of the creditor’s lack of awareness referred to in subsection (1)(a) may if it thinks fit—
(a) settle a list of persons liable to contribute under this section and
(b) make and enforce calls and orders on them as if they were ordinary contributories in a winding up
(4) Nothing in this section affects the rights of the contributories among themselves
第4分部 —— 股份赎回股份回购
Division 4—Share Redemptions and Buybacks
第1次分部 —— 导言
Subdivision 1—Preliminary
233 分部适范围
分部适 ——
(a) 股份限公司
(b) 2004年2月13日前根旧公司条例组成成股担保限公司公司
233 Application of Division
This Division applies to—
(a) a company limited by shares and
(b) a company limited by guarantee having a share capital that was formed as or became such a company under a former Companies Ordinance before 13 February 2004
第2次分部 —— 赎回股份
Subdivision 2—Redeemable Shares
234 发行赎回股份
(1) 第(2)(3)款规定外公司发行赎回股份
(2) 公司章程细禁止限制赎回股份发行
(3) 公司属赎回股份已发行股份发行赎回股份
234 Issue of redeemable shares
(1) Subject to subsections (2) and (3) a company may issue redeemable shares
(2) A company’s articles may prohibit or restrict the issue of redeemable shares
(3) A company must not issue redeemable shares at a time when there are no issued shares in the company other than redeemable shares
235 股份赎回条款条件方式
(1) 公司董事 ——
(a) 获公司章程细授权
(b) 获公司决议授权
决定股份赎回条款条件方式
(2) 根第(1)(b)款提出决议修改公司章程细该项决议作普通决议通
(3) 关董事获授权根第(1) 款决定股份赎回条款条件方式 ——
(a) 须该等股份配发前行事
(b) 公司股说明中述明附该等股份权利责延伸股份赎回条款条件方式
(4) 关董事非根第(1) 款获授权股份赎回条款条件方式须公司章程细述明
235 Terms conditions and manner of redemption
(1) The directors of a company may determine the terms conditions and manner of redemption of shares if they are authorized to do so—
(a) by the company’s articles or
(b) by resolution of the company
(2) A resolution under subsection (1)(b) may be an ordinary resolution even if it amends the company’s articles
(3) If the directors are authorized under subsection (1) to determine the terms conditions and manner of redemption of shares—
(a) they must do so before the shares are allotted and
(b) any obligation of the company to state in a statement of capital the rights attached to the shares extends to the terms conditions and manner of redemption
(4) If the directors are not authorized under subsection (1) the terms conditions and manner of redemption of shares must be stated in the company’s articles
第3次分部 —— 股份回购
Subdivision 3—Share Buybacks
236 公司回购身股份般权力
(1) 第(2)(3)款规定外第6次分部规限公司 ——
(a) 属市公司第4次分部回购身股份
(b) 属非市公司第5次分部回购身股份
(2) 公司章程细禁止限制该公司回购身股份
(3) 公司回购身股份会导致该公司成员持赎回股份外股份该公司回购身股份
(4) 违反第(3)款股份回购属效
236 General power of company to buy back its own shares
(1) Subject to subsections (2) and (3) and Subdivision 6 a company may buy back its own shares in accordance with—
(a) for a listed company Subdivision 4
(b) for an unlisted company Subdivision 5
(2) A company’s articles may prohibit or restrict a buyback by the company of its own shares
(3) A company must not buy back its own shares if as a result of the buyback there would no longer be any member of the company holding shares other than redeemable shares
(4) A buyback that contravenes subsection (3) is void
237 股份回购合约保留查阅
(1) 条适 ——
(a) 根第240条获授权订立回购身股份合约市公司
(b) 根 ——
(i) 第244条获授权订立回购身股份合约非市公司
(ii) 第247条获授权意更改回购身股份合约非市公司
(iii) 第251条获授权意放弃回购身股份合约权利非市公司
(iv) 第254条获授权意更改放弃回购身股份合约权利协议非市公司
(2) 公司须注册办事处根第657条订立规例订明方备存 ——
(a) (关合约协议采书面形式)该合约协议文份
(b) (该合约协议非采书面形式)该合约协议条款备忘录份
(3) 述文备忘录须该合约协议协定时开始备存直根该合约完成回购股份日期该合约方式终止日期起计10年期间结束止
(4) 抵触第(5)款条文公司须办公时间提供述文备忘录供述士免费查阅 ——
(a) 成员
(b) (属市公司)
(5) 公司藉决议提供述文备忘录供查阅施加合理限制前提日容许供查阅时间少2时
(6) 公司违反第(2)(3)款根第(4)款规定查阅遭拒绝该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 第(4)款规定查阅遭拒绝原讼法庭藉命令规定公司准许关作时查阅
(8) 条中 ——
合约 (contract)包括确定回购合约
237 Retention and inspection of share buyback contracts
(1) This section applies to—
(a) a listed company that enters into a contract for the buyback of its own shares that is authorized under section 240 and
(b) an unlisted company that—
(i) under an authorization under section 244 enters into a contract for the buyback of its own shares
(ii) under an authorization under section 247 agrees to a variation of a contract for the buyback of its own shares
(iii) under an authorization under section 251 agrees to release its rights under a contract for the buyback of its own shares or
(iv) under an authorization under section 254 agrees to a variation of an agreement to release its rights under a contract for the buyback of its own shares
(2) The company must keep at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of the contract or agreement if it is in writing and
(b) if not a memorandum of its terms
(3) The copy or memorandum must be kept from the conclusion of the contract or agreement until the end of the period of 10 years beginning on the day on which the buyback of all the shares under the contract is completed or the day on which the contract otherwise terminates
(4) Subject to subsection (5) the company must make the copy or memorandum available during business hours for inspection without charge by—
(a) a member of the company and
(b) any other person in the case of a listed company
(5) The company may by resolution impose reasonable restrictions on the making available of the copy or memorandum for inspection as long as not less than 2 hours per day are allowed for inspection
(6) If a company contravenes subsection (2) or (3) or if an inspection required under subsection (4) is refused the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) In the case of a refusal of an inspection required under subsection (4) the Court may by order require the company to permit an immediate inspection
(8) In this section—
contract (合约) includes a contingent buyback contract
第4次分部 —— 股份回购：市公司
Subdivision 4—Share Buybacks Listed Companies
238 根公开约进行股份回购
(1) 市公司根项公开约回购身股份该约须事先获该公司决议授权
(2) 述公司须建议决议通知包括 ——
(a) 载建议公开约文件文
(b) 该公司董事签署陈述该陈述须载会合常理够该约利弊出言成理理意见资料
(3) 根建议公开约公司某成员根第13部第5分部(作出回购股份公开约强制购入股份)强制股份处置 ——
(a) 该公司须委名独立投资顾问该约利弊受强制处置影响成员提供意见
(b) 授权作出该约决议须属售股成员没参表决特决议
(4) 符合条件方资格获委第(3)(a)款指投资顾问 ——
(a) 该根证券期货条例(第571章)第V部获发牌营证券提供意见机构融资提供意见业务法团根该条例第V 部获注册营该等业务认财务机构
(b) 该非 ——
(i) 作出关公开约公司成员高级员幕董事雇员联系公司成员高级员幕董事雇员非
(ii) 作出该约公司联系公司
(5) 第(3)(b)款提述特决议言 ——
(a) 售股成员仅投票方式参表决该项决议应否通视参表决该成员投票外方式该项决议作出表决视参表决
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(6) 条中 ——
售股成员 (nontendering member)具第705条予该词涵义
公开约 (general offer)具第707条予该词涵义
238 Share buyback under general offer
(1) A listed company may buy back its own shares under a general offer that is authorized in advance by resolution of the company
(2) The company must include with the notice of the proposed resolution—
(a) a copy of the document containing the proposed general offer and
(b) a statement signed by the directors of the company containing information that would enable a reasonable person to form a valid and justifiable opinion as to the merits of the offer
(3) If under the proposed general offer a member of the company may be compelled to dispose of the member’s shares under Division 5 of Part 13 (compulsory acquisition after general offer for share buyback)—
(a) the company must appoint an independent investment adviser to advise members who may be affected by the compulsory disposal on the merits of the offer and
(b) the resolution authorizing the offer must be a special resolution on which no nontendering member votes
(4) A person is eligible for appointment as an investment adviser under subsection (3)(a) only if—
(a) the person is a corporation licensed to carry on or an authorized financial institution registered for carrying on a business in advising on securities or advising on corporate finance under Part V of the Securities and Futures Ordinance (Cap 571) and
(b) the person is neither—
(i) a member officer shadow director or employee of the company making the general offer or of an associated company of that company nor
(ii) an associated company of the company making the general offer
(5) For the purposes of a special resolution referred to in subsection (3)(b)—
(a) a nontendering member is to be regarded as voting not only if the nontendering member votes on a poll on the question whether the resolution should be passed but also if the nontendering member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(6) In this section—
general offer (公开约) has the meaning given by section 707
nontendering member (售股成员) has the meaning given by section 705
239 认证券市场核准证券交易进行股份回购
(1) 市公司事先获该公司决议授权认证券市场核准证券交易回购身股份
(2) 述公司须建议决议通知包括建议回购条款备忘录
(3) 授权条指回购决议关公司次周年成员会日期届满期间效该期间该公司该会延长次周年成员会日期止
(4) 条中 ——
核准证券交易 (approved stock exchange)指 ——
(a) 监察机关
(b) (关股份某认证券市场市)营办该市场认交易
条施行藉宪报刊登公告核准证券交易
239 Share buyback on recognized stock market or approved stock exchange
(1) A listed company may buy back its own shares on a recognized stock market or on an approved stock exchange if the buyback is authorized in advance by resolution of the company
(2) The company must include a memorandum of the terms of the proposed buyback with the notice of the proposed resolution
(3) A resolution authorizing a buyback under this section is valid for the period expiring on the date of the next annual general meeting of the company and that period may be extended by the company at that annual general meeting until the date of the following annual general meeting
(4) In this section—
approved stock exchange (核准证券交易) means a stock exchange approved for the purposes of this section by notice published in the Gazette by—
(a) the Commission and
(b) the recognized exchange company that operates the recognized stock market on which the shares concerned are listed
240 非根第238239条进行股份回购
(1) 市公司非根第238239条回购身股份前提回购股份合约须事先获特决议授权
(2) 述合约采确定回购合约形式
(3) 述公司须建议特决议通知包括 ——
(a) 建议合约文(该合约非采书面形式)该合约条款备忘录
(b) 符合规定该公司董事签署陈述：该等董事签署该陈述前已持该合约关股份公司成员进行妥善职查讯该陈述须载会合常理够该合约利弊出言成理理意见资料
(4) 情况条指特决议具效力 ——
(a) 持该项决议关股份公司成员行该等股份附表决权
(b) 假该成员没行事该项决议便会通
(5) 第(4)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份附表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(6) 第(5)(b)款提述投票方式表决求遭拒绝条指特决议具效力
240 Share buyback otherwise than under section 238 or 239
(1) A listed company may buy back its own shares otherwise than under section 238 or 239 if the contract for buyback of the shares is authorized in advance by special resolution
(2) A contract may take the form of a contingent buyback contract
(3) The company must include with the notice of the proposed special resolution—
(a) a copy of the proposed contract or if it is not in writing a memorandum of its terms and
(b) a statement signed by the directors of the company after having made due and diligent inquiry of the members of the company holding the shares to which the proposed contract relates containing information that would enable a reasonable person to form a valid and justifiable opinion as to the merits of the contract
(4) A special resolution under this section is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(5) For the purposes of subsection (4)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(6) A special resolution under this section is not effective if a demand for a poll referred to in subsection (5)(b) is refused
241 豁免
(1) 监察机关认合适条件规限豁免市公司须受第238239240条条文规限
(2) 监察机关 ——
(a) 规限豁免条件获遵理认合适理暂时中止撤回根第(1)款批予豁免
(b) 更改根第(1)款施加条件
241 Exemptions
(1) The Commission may exempt any listed company from any of the provisions of section 238 239 or 240 subject to any conditions it thinks fit
(2) The Commission may—
(a) suspend or withdraw an exemption granted under subsection (1) on the ground that the conditions subject to which the exemption was granted have not been complied with or on any other ground the Commission thinks fit or
(b) vary any condition imposed under subsection (1)
242 转回购身股份权利
市公司述权利均转 ——
(a) 根第238条获授权公开约具权利
(b) 根第239条获授权认证券市场核准证券交易进行回购具权利
(c) 根第240条获授权合约具权利
242 No assignment of right to buy back own shares
The following rights of a listed company are not capable of being assigned—
(a) rights under a general offer authorized under section 238
(b) rights under a buyback on a recognized stock market or on an approved stock exchange authorized under section 239
(c) rights under a contract authorized under section 240
243 放弃回购身股份权利
(1) 市公司订立协议放弃根第240条获授权合约权利放弃根第238条获授权公开约权利非该项协议条款事先获特决议授权否该协议属效
(2) 第240(3)(4)(5)(6)条适建议放弃权利协议授权适第240条指建议合约授权
243 Release of right to buy back own shares
(1) An agreement by a listed company to release its rights under a contract authorized under section 240 or under a general offer authorized under section 238 is void unless the terms of the release agreement are authorized in advance by special resolution
(2) Section 240(3) (4) (5) and (6) applies to the authorization for a proposed release agreement as it applies to the authorization for a proposed contract under section 240
第5次分部 —— 股份回购：非市公司
Subdivision 5—Share Buybacks Unlisted Companies
244 根合约进行股份回购
(1) 非市公司根项合约回购身股份该合约须事先获特决议授权
(2) 述合约采确定回购合约形式
(3) 合约授权藉特决议更改撤销时重订
(4) 关授予更改撤销重订合约授权特决议均受第245246条规限
244 Share buyback under contract
(1) An unlisted company may buy back its own shares under a contract that is authorized in advance by special resolution
(2) A contract may take the form of a contingent buyback contract
(3) The authorization for a contract may be varied revoked or from time to time renewed by special resolution
(4) A special resolution conferring varying revoking or renewing the authorization for a contract is subject to sections 245 and 246
245 合约授权决议︰披露合约细节
(1) 条关授予更改撤销重订第244条指合约授权特决议适
(2) 采书面形式建议合约文列明非采书面形式建议合约条款备忘录须述方式提供予关成员 ——
(a) (属书面决议)建议决议送交公司成员时前述文备忘录送交该公司名成员
(b) (属建议会议通决议) ——
(i) 公司注册办事处根第657条订立规例订明方述文备忘录提供予公司成员查阅期少该会议日期结束15日期间
(ii) 该会议述文备忘录提供予公司成员查阅
(3) 第(2)款提述备忘录须载持建议合约关股份成员姓名名称
(4) 根第(2)款提供建议合约文须附份备忘录指明没该合约出现述姓名名称
(5) 条规定获遵守关特决议具效力
245 Resolution authorizing contract disclosure of contract details
(1) This section applies in relation to a special resolution to confer vary revoke or renew the authorization for a contract under section 244
(2) A copy of the proposed contract (if it is in writing) or a memorandum setting out its terms (if it is not) must be made available to members—
(a) in the case of a written resolution by being sent to every member of the company at or before the time when the proposed resolution is sent to them or
(b) in the case of a resolution proposed at a meeting by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657 for a period of not less than 15 days ending on the date of the meeting and
(ii) at the meeting
(3) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed contract relates
(4) A copy of a proposed contract made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed contract
(5) The special resolution is not effective if the requirements of this section are not complied with
246 合约授权决议︰行表决权
(1) 条适关授予更改撤销重订第244条指合约授权特决议
(2) 关特决议书面决议形式提出第12部第1分部第2次分部(书面决议)言持该项决议关股份成员该等股份言属合资格成员
(3) 关特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(4) 第(3)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(5) 第(4)(b)款提述投票方式表决求遭拒绝关特决议具效力
246 Resolution authorizing contract exercise of voting rights
(1) This section applies to a special resolution to confer vary revoke or renew the authorization for a contract under section 244
(2) If the special resolution is proposed as a written resolution a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(3) If the special resolution is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(4) For the purposes of subsection (3)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused
247 更改获授权合约
(1) 非市公司意更改根第244条授权合约该更改协议须事先获特决议授权
(2) 更改协议授权藉特决议更改撤销时重订
(3) 关授予更改撤销重订更改协议授权特决议均受第248249条规限
247 Variation of authorized contract
(1) An unlisted company may agree to a variation of a contract authorized under section 244 if the variation agreement is authorized in advance by special resolution
(2) The authorization for a variation agreement may be varied revoked or from time to time renewed by special resolution
(3) A special resolution conferring varying revoking or renewing the authorization for a variation agreement is subject to sections 248 and 249
248 授权更改协议决议︰披露更改细节
(1) 条关授予更改撤销重订第247条指更改协议授权特决议适
(2) 采书面形式建议更改协议文列明非采书面形式建议更改协议细节备忘录须述方式提供予关成员 ——
(a) (属书面决议)建议决议送交公司成员时前述文备忘录送交该公司名成员
(b) (属建议会议通决议) ——
(i) 公司注册办事处根第657条订立规例订明方述文备忘录提供予公司成员查阅期少该会议日期结束15日期间
(ii) 该会议述文备忘录提供予公司成员查阅
(3) 原合约备忘录文连先前作出更改须第(2)款提供予成员
(4) 第(2)款提述备忘录须载持建议更改协议关股份成员姓名名称
(5) 根第(2)款提供建议更改协议文须附份备忘录指明没该协议出现述姓名名称
(6) 条规定获遵守关特决议具效力
248 Resolution authorizing variation disclosure of details of variation
(1) This section applies in relation to a special resolution to confer vary revoke or renew the authorization for a variation agreement under section 247
(2) A copy of the proposed variation agreement (if it is in writing) or a memorandum giving details of the proposed variation agreement (if it is not) must be made available to members—
(a) in the case of a written resolution by being sent to every member of the company at or before the time when the proposed resolution is sent to them or
(b) in the case of a resolution proposed at a meeting by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657 for a period of not less than 15 days ending on the date of the meeting and
(ii) at the meeting
(3) There must also be made available to members in accordance with subsection (2) a copy of the original contract or memorandum together with any variations previously made
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed variation agreement relates
(5) A copy of a proposed variation agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed variation agreement
(6) The special resolution is not effective if the requirements of this section are not complied with
249 授权更改协议决议︰行表决权
(1) 条适关授予更改撤销重订第247条指更改协议授权特决议
(2) 关特决议书面决议形式提出第12部第1分部第2次分部(书面决议)言持该项决议关股份成员该等股份言属合资格成员
(3) 关特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(4) 第(3)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(5) 第(4)(b)款提述投票方式表决求遭拒绝关特决议具效力
249 Resolution authorizing variation exercise of voting rights
(1) This section applies to a special resolution to confer vary revoke or renew the authorization for a variation agreement under section 247
(2) If the special resolution is proposed as a written resolution a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(3) If the special resolution is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(4) For the purposes of subsection (3)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused
250 转回购身股份权利
非市公司根第244条获授权合约(根第247条时更改者)具权利均转
250 No assignment of right to buy back own shares
The rights of an unlisted company under a contract authorized under section 244 (as varied from time to time under section 247) are not capable of being assigned
251 放弃回购身股份权利
(1) 非市公司订立协议放弃根第244条获授权合约(根第247条时更改者)权利非该项协议条款事先获特决议授权否该协议属效
(2) 放弃权利协议授权藉特决议更改撤销时重订
(3) 关授予更改撤销重订放弃权利协议授权特决议均受第252253条规限
251 Release of right to buy back own shares
(1) An agreement by an unlisted company to release its rights under a contract authorized under section 244 (as varied from time to time under section 247) is void unless the terms of the release agreement are authorized in advance by special resolution
(2) The authorization for a release agreement may be varied revoked or from time to time renewed by special resolution
(3) A special resolution conferring varying revoking or renewing the authorization for a release agreement is subject to sections 252 and 253
252 授权放弃权利决议︰披露放弃细节
(1) 条关授予更改撤销重订第251条指放弃权利协议授权特决议适
(2) 采书面形式建议放弃权利协议文列明非采书面形式建议放弃权利协议细节备忘录须述方式提供予关成员 ——
(a) (属书面决议)建议决议送交公司成员时前述文备忘录送交该公司名成员
(b) (属建议会议通决议) ——
(i) 公司注册办事处根第657条订立规例订明方述文备忘录提供予公司成员查阅期少该会议日期结束15日期间
(ii) 该会议述文备忘录提供予公司成员查阅
(3) 原合约备忘录文连先前作出更改须第(2)款提供予成员
(4) 第(2)款提述备忘录须载持建议放弃权利协议关股份成员姓名名称
(5) 根第(2)款提供建议放弃权利协议文须附份备忘录指明没该协议出现述姓名名称
(6) 条规定获遵守关特决议具效力
252 Resolution authorizing release disclosure of details of release
(1) This section applies in relation to a special resolution to confer vary revoke or renew the authorization for a release agreement under section 251
(2) A copy of the proposed release agreement (if it is in writing) or a memorandum giving details of the proposed release agreement (if it is not) must be made available to members—
(a) in the case of a written resolution by being sent to every member of the company at or before the time when the proposed resolution is sent to them or
(b) in the case of a resolution proposed at a meeting by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657 for a period of not less than 15 days ending on the date of the meeting and
(ii) at the meeting
(3) There must also be made available to members in accordance with subsection (2) a copy of the original contract or memorandum together with any variations previously made
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed release agreement relates
(5) A copy of a proposed release agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed release agreement
(6) The special resolution is not effective if the requirements of this section are not complied with
253 授权放弃权利决议︰行表决权
(1) 条适关授予更改撤销重订第251条指放弃权利协议授权特决议
(2) 关特决议书面决议形式提出第12部第1分部第2次分部(书面决议)言持该项决议关股份成员该等股份言属合资格成员
(3) 关特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(4) 第(3)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(5) 第(4)(b)款提述投票方式表决求遭拒绝关特决议具效力
253 Resolution authorizing release exercise of voting rights
(1) This section applies to a special resolution to confer vary revoke or renew the authorization for a release agreement under section 251
(2) If the special resolution is proposed as a written resolution a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(3) If the special resolution is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(4) For the purposes of subsection (3)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused
254 更改放弃回购身股份权利
(1) 非市公司意更改根第251条授权放弃权利协议该更改协议须事先获特决议授权
(2) 更改协议授权藉特决议更改撤销时重订
(3) 关授予更改撤销重订更改协议授权特决议均受第255256条规限
254 Variation of release of right to buy back own shares
(1) An unlisted company may agree to a variation of a release agreement authorized under section 251 if the variation agreement is authorized in advance by special resolution
(2) The authorization for a variation agreement may be varied revoked or from time to time renewed by special resolution
(3) A special resolution conferring varying revoking or renewing the authorization for a variation agreement is subject to sections 255 and 256
255 授权更改放弃权利决议︰披露更改细节
(1) 条关授予更改撤销重订第254条指更改协议授权特决议适
(2) 采书面形式建议更改协议文列明非采书面形式建议更改协议细节备忘录须述方式提供予关成员 ——
(a) (属书面决议)建议决议送交公司成员时前述文备忘录送交该公司名成员
(b) (属建议会议通决议) ——
(i) 公司注册办事处根第657条订立规例订明方述文备忘录提供予公司成员查阅期少该会议日期结束15日期间
(ii) 该会议述文备忘录提供予公司成员查阅
(3) 原放弃协议备忘录文连先前作出更改须第(2)款提供予成员
(4) 第(2)款提述备忘录须载持建议更改协议关股份成员姓名名称
(5) 根第(2)款提供建议更改协议文须附份备忘录指明没该协议出现述姓名名称
(6) 条规定获遵守关特决议具效力
255 Resolution authorizing variation of release disclosure of details of variation
(1) This section applies in relation to a special resolution to confer vary revoke or renew the authorization for a variation agreement under section 254
(2) A copy of the proposed variation agreement (if it is in writing) or a memorandum giving details of the proposed variation agreement (if it is not) must be made available to members—
(a) in the case of a written resolution by being sent to every member of the company at or before the time when the proposed resolution is sent to them or
(b) in the case of a resolution proposed at a meeting by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657 for a period of not less than 15 days ending on the date of the meeting and
(ii) at the meeting
(3) There must also be made available to members in accordance with subsection (2) a copy of the original release agreement or memorandum together with any variations previously made
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed variation agreement relates
(5) A copy of a proposed variation agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed variation agreement
(6) The special resolution is not effective if the requirements of this section are not complied with
256 授权更改放弃权利决议︰行表决权
(1) 条适关授予更改撤销重订第254条指更改协议授权特决议
(2) 关特决议书面决议形式提出第12部第1分部第2次分部(书面决议) 言持该项决议关股份成员该等股份言属合资格成员
(3) 关特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(4) 第(3)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(5) 第(4)(b)款提述投票方式表决求遭拒绝关特决议具效力
256 Resolution authorizing variation of release exercise of voting rights
(1) This section applies to a special resolution to confer vary revoke or renew the authorization for a variation agreement under section 254
(2) If the special resolution is proposed as a written resolution a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(3) If the special resolution is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(4) For the purposes of subsection (3)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused
第6次分部 —— 赎回回购股份作出付款
Subdivision 6—Payment for Share Redemptions and Buybacks
257 赎回回购作出付款
(1) 某公司赎回回购身股份须赎回回购时该等股份付款
(2) 第(3)(4)款规定外某公司赎回回购身股份 ——
(a) 该公司分派利润中拨款作付款
(b) 赎回回购股份目发行新股份收益中拨款作付款
(c) 次分部资中拨款作付款
(3) 市公司根第239条认证券市场核准证券交易回购身股份资中拨款作付款
(4) 第(3)款规定外第(5)款提述付款公司 ——
(a) 该公司分派利润中拨款作出
(b) 次分部资中拨款作出
(5) 第(4)款适公司作出付款作交换项代价 ——
(a) 该公司购入关根第45次分部回购身股份权利
(b) 根第5次分部授权合约更改
(c) 解该公司根第45次分部回购身股份责更改该项解
257 Payment for redemption or buyback
(1) If a company redeems or buys back its own shares the shares must be paid for on redemption or buyback
(2) Subject to subsections (3) and (4) a company may make a payment in respect of a redemption or buyback of its own shares—
(a) out of the company’s distributable profits
(b) out of the proceeds of a fresh issue of shares made for the purpose of the redemption or buyback or
(c) out of capital in accordance with this Subdivision
(3) A listed company must not make a payment out of capital in respect of a buyback of its own shares on a recognized stock market or on an approved stock exchange under section 239
(4) Subject to subsection (3) a payment referred to in subsection (5) may be made by a company only—
(a) out of the company’s distributable profits or
(b) out of capital in accordance with this Subdivision
(5) Subsection (4) applies to a payment by a company in consideration of any of the following—
(a) the company acquiring any right with respect to the buyback of its own shares under Subdivision 4 or 5
(b) the variation of a contract authorized under Subdivision 5 or
(c) the release or variation of the release of any of the company’s obligations with respect to the buyback of any of its own shares under Subdivision 4 or 5
258 关资中拨款作付款特决议
(1) 第257(3)条规定外某公司赎回回购身股份次分部藉特决议资中拨款作付款
(2) 抵触第263条条文赎回回购股份资中拨款作付款须关特决议日期5星期该项决议日期7星期前期间作出
258 Special resolution for payment out of capital
(1) Subject to section 257(3) a company may make a payment out of capital in respect of the redemption or buyback of its own shares by special resolution in accordance with this Subdivision
(2) Subject to section 263 the payment out of capital and the redemption or buyback must be made no earlier than 5 weeks and no later than 7 weeks after the date of the special resolution
259 关资中拨款作付款偿付力陈述
(1) 公司董事须资中拨款作付款事作出符合第2分部偿付力陈述
(2) 议决资中拨款作付款特决议须作出偿付力陈述日期15日通
(3) 关特决议书面决议形式提出偿付力陈述文须该项决议送交公司成员时前送交公司名成员
(4) 关特决议建议会议通须该会议备偿付力陈述文供会成员查阅
(5) 第(3)(4)款(视者适定)获遵守关特决议具效力
259 Solvency statement for payment out of capital
(1) All directors of the company must make a solvency statement that complies with Division 2 in relation to the payment out of capital
(2) The special resolution for payment out of capital must be passed within 15 days after the date of the solvency statement
(3) If the special resolution is proposed as a written resolution a copy of the solvency statement must be sent to every member of the company at or before the time when the proposed resolution is sent to them
(4) If the special resolution is proposed at a meeting a copy of the solvency statement must be made available for inspection by members at the meeting
(5) The special resolution is not effective if subsection (3) or (4) (as applicable) is not complied with
260 特决议︰行表决权
(1) 关资中拨款作付款特决议书面决议形式提出第12部第1分部第2次分部(书面决议)言持该项决议关股份公司成员该等股份言属合资格成员
(2) 关资中拨款作付款特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(3) 第(2)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(4) 第(3)(b)款提述投票方式表决求遭拒绝关特决议具效力
(5) 条适市公司第238条根项公开约进行回购股份
260 Special resolution exercise of voting rights
(1) If the special resolution for payment out of capital is proposed as a written resolution a member of the company holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(2) If the special resolution for payment out of capital is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(3) For the purposes of subsection (2)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(4) The special resolution is not effective if a demand for a poll referred to in subsection (3)(b) is refused
(5) This section does not apply to a buyback by a listed company under a general offer in accordance with section 238
261 关资中拨款作付款公告
(1) 议决资中拨款作付款特决议获通公司须第(2)款指明日期日前宪报刊登公告 ——
(a) 述明公司已批准资中拨款作付款
(b) 指明该项付款款额该项特决议日期
(c) 述明处查阅该项特决议关偿付力陈述
(d) 述明没意没表决赞成该项特决议公司成员公司债权该项决议日期5星期根第263条原讼法庭提出申请求撤销该项决议
(2) 述日期 ——
(a) 关特决议通星期星期中工作日
(b) ((a)段述日期关特决议通日期(包括两者)相距少4 办公日)星期中工作日
例子——
1 关特决议某年2月2日(星期四)通星期六星期日外该年2月日子均属办公日该项特决议通星期星期中工作日该年2月10日(星期五)2月2日2月10日间5办公日关公告须该年2月10日(星期五)前宪报刊登
2 关特决议某年3月30日(星期五)通该年4月4日(星期三)4月6日(星期五)均公众假期该年4月2日(星期)4月3日(星期二)4月5日(星期四)4月13日(星期五)均属办公日该项特决议通星期星期中工作日4月5日(星期四)3月30日4月5日间2办公日关公告须星期中工作日(该年4月13日(星期五))前宪报刊登
(3) 公司须通议决资中拨款作付款特决议星期星期终结前 ——
(a) 少份指明中文报章少份指明英文报章刊登第(1)款指公告容具相意思公告
(b) 名债权发出具该意思书面通知
(4) 公司违反第(1)(3)款该公司名责均属犯罪处第3级罚款
(5) 公司须日期前偿付力陈述文交付处长登记 ——
(a) 公司根第(1)款刊登关公告日期
(b) (早(a)段指日期)公司根第(3)款首次刊登关公告日期首次债权发出通知日期
(6) 公司违反第(5)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 第(2)款言 ——
工作日 (working day)指日子日子 ——
(a) 公众假期
(b) 星期六
办公日 (business day)指日子日子 ——
(a) 公众假期
(b) 星期六
(c) 释义通条例(第1章)第71(2)条界定黑色暴雨警告日烈风警告日
261 Public notice of payment out of capital
(1) If a special resolution for payment out of capital is passed the company must on or before the date specified in subsection (2) publish a notice in the Gazette—
(a) stating that the company has approved a payment out of capital
(b) specifying the amount of the payment out of capital and the date of the special resolution
(c) stating where the special resolution and solvency statement are available for inspection and
(d) stating that a member of the company who did not consent to or vote in favour of the special resolution or a creditor of the company may within 5 weeks after the date of the special resolution apply to the Court under section 263 for cancellation of the special resolution
(2) The date is—
(a) a date that falls on the last working day of the week after the week in which the special resolution is passed or
(b) if the period between the date in paragraph (a) and the date on which the special resolution is passed is less than 4 business days (both dates exclusive) a date that falls on the last working day of the week next following
Examples—
1 The special resolution is passed on 2 February of a year (Thursday) Apart from Saturdays and Sundays all other dates in February of that year are business days The date that falls on the last working day of the week after the week in which the special resolution is passed is 10 February (Friday) of that year There are 5 business days between 2 February and 10 February Therefore the relevant notice must be published in the Gazette on or before 10 February (Friday) of that year
2 The special resolution is passed on 30 March of a year (Friday) Both 4 April (Wednesday) and 6 April (Friday) of that year are general holidays 2 April (Monday) 3 April (Tuesday) 5 April (Thursday) and 13 April (Friday) of that year are business days The date that falls on the last working day of the week after the week in which the special resolution is passed is 5 April (Thursday) There are only 2 business days between 30 March and 5 April Therefore the relevant notice must be published in the Gazette on or before the last working day of the week next following which is 13 April (Friday) of that year
(3) Before the end of the week after the week in which the special resolution for payment out of capital is passed the company must also—
(a) publish a notice to the same effect as the notice under subsection (1) in at least one specified Chinese language newspaper and at least one specified English language newspaper or
(b) give written notice to that effect to each of its creditors
(4) If the company contravenes subsection (1) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(5) The company must deliver to the Registrar for registration a copy of the solvency statement no later than the day on which the company—
(a) publishes the notice under subsection (1) or
(b) if earlier first publishes the notice or gives notice to creditors under subsection (3)
(6) If the company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) For the purposes of subsection (2)—
business day (办公日) means a day that is not—
(a) a general holiday
(b) a Saturday or
(c) a black rainstorm warning day or gale warning day as defined by section 71(2) of the Interpretation and General Clauses Ordinance (Cap 1)
working day (工作日) means a day that is not—
(a) a general holiday or
(b) a Saturday
262 特决议偿付力陈述查阅
(1) 公司须确保议决资中拨款作付款特决议该项决议作出偿付力陈述备存公司注册办事处备存根第657条订立规例订明点备存期间 ——
(a) ——
(i) 公司根第261(1)条刊登关公告日期开始
(ii) (早第(i)节指日期)公司根第261(3)条首次刊登关公告日期首次债权发出通知日期开始
(b) 该项特决议日期5星期结束
(2) 公司须准许成员债权第(1)款述期间办公时间免费查阅关特决议偿付力陈述
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 公司违反第(2)款原讼法庭藉命令规定该公司准许关作时查阅
262 Inspection of special resolution and solvency statement
(1) The company must ensure that the special resolution for payment out of capital and the solvency statement made in relation to it are kept at its registered office or at a place prescribed by regulations made under section 657 for the period—
(a) beginning on the day on which the company—
(i) publishes the notice under section 261(1) or
(ii) if earlier first publishes the notice or gives notice to creditors under section 261(3) and
(b) ending 5 weeks after the date of the special resolution
(2) The company must permit a member or creditor of the company to inspect the special resolution and solvency statement without charge during business hours in that period
(3) If the company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If the company contravenes subsection (2) the Court may by order require the company to permit an immediate inspection
263 成员债权原讼法庭提出申请
(1) 第(2)款规定外议决资中拨款作付款特决议日期5星期公司成员债权原讼法庭提出申请求撤销该项决议
(2) 意表决赞成关决议成员权提出述申请
(3) 权提出申请藉书面方式委中代表作出该项委提出申请
(4) 根条提出申请 ——
(a) 申请须快申请书送达关公司
(b) 该公司须申请书送达该公司日期7日处长发出关该项申请通知该通知须符合指明格式
(5) 公司违反第(4)(b)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
263 Application to Court by members or creditors
(1) Subject to subsection (2) a member or creditor of the company may apply to the Court within 5 weeks after the date of the special resolution for payment out of capital for cancellation of the resolution
(2) A member who consented to or voted in favour of the special resolution is not entitled to apply
(3) An application may be made on behalf of the persons entitled to apply by any one or more of them appointed in writing by all of them
(4) If an application is made under this section—
(a) the applicant must as soon as possible serve the application on the company and
(b) the company must give the Registrar notice in the specified form of the application within 7 days after the day on which the application is served on the company
(5) If the company contravenes subsection (4)(b) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
264 原讼法庭押法律程序权力
(1) 原讼法庭接获根第263条提出申请法律程序押令原讼法庭满意安排作出保障持异议成员持异议债权权益
(2) 原讼法庭作出认合宜指示命令利便作出执行述安排
264 Power of Court to adjourn proceedings
(1) The Court may adjourn proceedings on an application under section 263 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members or dissentient creditors
(2) The Court may give any directions and make any orders it thinks expedient for facilitating or carrying into effect any such arrangement
265 原讼法庭确认撤销特决议权力
(1) 原讼法庭接获根第263条提出申请须作出确认撤销关议决资中拨款作付款特决议命令认合适条款条件作出该命令
(2) 原讼法庭确认关特决议藉命令更改延展 ——
(a) 该项决议指明日期期间
(b) 分部适该项决议资中拨款作关付款关赎回回购股份条文指明日期期间
(3) 原讼法庭认合适关命令 ——
(a) 公司回购成员股份公司股减少事作出规定
(b) 保障公司成员债权权益作出规定
(c) 公司章程细作出述规定需作出更改
(d) 规定公司章程细作出更改指明更改
(4) 原讼法庭命令规定公司章程细作出更改指明更改公司权未获原讼法庭许作出该更改
(5) 原讼法庭根条具权力局限根第264 条具权力
265 Power of Court to confirm or cancel special resolution
(1) On an application under section 263 the Court must make an order confirming or cancelling the special resolution for payment out of capital and may do so on any terms and conditions it thinks fit
(2) If the Court confirms the special resolution it may by order alter or extend any date or period of time specified—
(a) in the special resolution or
(b) in any provision of this Division applying to the special resolution the payment out of capital or the redemption or buyback
(3) If the Court thinks fit the order may—
(a) provide for the company to buy back the shares of any of its members and for the reduction accordingly of the company’s share capital
(b) provide for the protection of the interests of members or creditors of the company
(c) make any alteration to the company’s articles that may be required as a consequence
(d) require the company not to make any or any specified alteration to its articles
(4) If the order of the Court requires the company not to make any or any specified alteration to its articles the company does not have power to make any such alteration without leave of the Court
(5) The powers of the Court under this section do not limit its powers under section 264
266 公司原讼法庭命令文交付处长
(1) 公司须原讼法庭作出第265条指命令15日原讼法庭命令较长限期该命令正式文交付处长登记
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
266 Company to deliver copy of order of Court to Registrar
(1) Within 15 days after the making of an order by the Court under section 265 or within any longer period ordered by the Court the company must deliver an office copy of the order to the Registrar for registration
(2) If the company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
第7次分部 —— 般条文
Subdivision 7—General Provisions
267 购入身股份般禁止
(1) 条例规定外公司赎回回购认购方式购入身股份
(2) 公司违反第(1)款述属犯罪 ——
(a) 该公司
(b) 该公司名责
(c) 明知准许违反该条该公司名售股成员(第705条界定者)
(3) 犯第(2)款订罪行 ——
(a) 循公诉程序定罪处罚款1250000监禁5年
(b) 循简易程序定罪处罚款150000监禁12月
(4) 第236(4)条规定外第14部第2分部(公损害成员权益补救)规限公司根分部进行股份赎回股份回购会仅分部获遵守属效
267 General prohibition on acquisition of own shares
(1) Except as provided by this Ordinance a company must not acquire its own shares whether by redemption buyback subscription or otherwise
(2) If a company contravenes subsection (1) an offence is committed by—
(a) the company
(b) every responsible person of the company and
(c) every nontendering member of the company (as defined by section 705) who knowingly permits the contravention
(3) A person who commits an offence under subsection (2) is liable—
(a) on conviction on indictment to a fine of 1250000 and to imprisonment for 5 years or
(b) on summary conviction to a fine of 150000 and to imprisonment for 12 months
(4) Subject to section 236(4) and Division 2 of Part 14 (remedies for unfair prejudice to members’ interests) a redemption or buyback of shares by a company under this Division is not void only because of a failure to comply with this Division
268 赎回回购未缴股款部分已缴股款股份
公司赎回回购身股份股份属已缴足款股份限
268 No redemption or buyback of unpaid or partlypaid shares
A company must not redeem or buy back its own shares unless they are fully paid
269 赎回回购股份效力
(1) 根分部赎回回购股份须视赎回回购时注销
(2) 公司赎回回购身股份时 ——
(a) 资中拨款赎回回购公司须减少股款额
(b) 利润中拨款赎回回购公司须减少利润款额
(c) 资利润两者中拨款赎回回购公司须例减少股利润款额
减幅相等该公司缴付该等股份价格总额
269 Effect of redemption or buyback
(1) Shares redeemed or bought back under this Division are to be regarded as cancelled on redemption or buyback
(2) On redemption or buyback of its own shares a company must—
(a) reduce the amount of its share capital if the shares were redeemed or bought back out of capital
(b) reduce the amount of its profits if the shares were redeemed or bought back out of profits or
(c) reduce the amount of its share capital and profits proportionately if the shares were redeemed or bought back out of both capital and profits
by the total amount of the price paid by the company for the shares
270 赎回回购股份申报表
(1) 根分部赎回回购股份公司须该等股份交付该公司日期15日申报表交付处长登记
(2) 述申报表 ——
(a) 须符合指明格式
(b) 须类赎回回购股份述明 ——
(i) 该等股份数目
(ii) 该等股份交付该公司日期
(c) 须载项紧接赎回回购股份时状况准股说明该说明须符合第201条 (2018年第35号第26条修订)
(d) 属市公司交付登记须类赎回回购股份述明 ——
(i) 该等股份缴付高低价格
(ii) 该公司该等股份缴付总款额
(e) 赎回回购需资金资中拨出情况须述明该项付款详情包括付款日期款额
(3) 日期根合约交付公司股份细节载列单份申报表情况根第(2)(d)(ii)款规定须述明款额该公司该申报表关全部股份缴付总款额
(4) 公司违反第(1)款该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
270 Return of share redemption or buyback
(1) A company that redeems or buys back any shares under this Division must within 15 days after the date on which the shares are delivered to the company deliver a return to the Registrar for registration
(2) The return—
(a) must be in the specified form
(b) must state for the shares of each class redeemed or bought back—
(i) the number of shares and
(ii) the date on which they were delivered to the company
(c) must include a statement of capital as at the time immediately after the redemption or buyback that complies with section 201
(d) in the case of a listed company must also state for the shares of each class redeemed or bought back—
(i) the maximum and minimum prices paid in respect of the shares and
(ii) the aggregate amount paid by the company for the shares and
(e) in the case of a redemption or buyback financed by a payment out of capital must also state particulars of the payment including the date and amount of the payment
(3) Details of shares delivered to the company on different dates and under different contracts may be included in a single return If this is done the amount required to be stated under subsection (2)(d)(ii) is the aggregate amount paid by the company for all the shares to which the return relates
(4) If the company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
271 公司没赎回回购股份果
(1) 情况条适 ——
(a) 公司根分部发行赎回股份
(b) 公司根分部意回购身股份
(2) 关公司需没赎回没回购关股份承担损害赔偿法律责
(3) 第(2)款损害股份持权利股份持公司没赎回没回购关股份控告公司申索损害赔偿权利外
(4) 公司证明赎回回购关股份分派利润中拨款作付款法院发出命令强制公司履行赎回回购该等股份条款
271 Effect of company’s failure to redeem or buy back
(1) This section applies if under this Division a company—
(a) issues redeemable shares or
(b) agrees to buy back any of its own shares
(2) The company is not liable in damages for any failure on its part to redeem or buy back any of the shares
(3) Subsection (2) is without prejudice to any right of the holder of the shares other than the right to sue the company for damages for the failure
(4) A court must not grant an order for specific performance of the terms of the redemption or buyback if the company shows that it is unable to make a payment in respect of the redemption or buyback out of distributable profits
272 公司没赎回回购股份清盘影响
(1) 情况条适 ——
(a) 公司 ——
(i) 根分部发行赎回股份
(ii) 意根分部回购身股份
(b) 该公司清盘
(c) 清盘展开时该等股份未赎回未回购
(2) 关赎回回购股份条款针公司强制执行
(3) 情况第(2)款适 ——
(a) 关赎回回购股份条款订定赎回回购该等股份进行日期清盘展开日期
(b) ——
(i) 赎回回购该等股份日期开始
(ii) 清盘展开日结束
期间公司时间均合法赎回回购该等股份分派利润中拨款作付款
(4) 股份根第(2)款赎回回购时视注销
(5) 相公司根第(2)款法律责股份支付款额项目须优先支付 ——
(a) 公司债项债务(成员成员身分拖欠债项债务外)
(b) (股份附权利(关资关收入方面权利)该等权利较该等股份附带关资权利优先)履行该等优先权利须缴付款额
(6) 第(5)款规定外相须履行成员作成员权利(关资关收入方面权利)支付予成员款额根第(2)款须支付款额须优先支付
(7) 根公司(清盘杂项条文)条例(第32章)第264A条公司债权公司偿付债项方权收取利息第(5)款言公司债项债务包括支付该项利息法律责
272 Effect on winding up of company’s failure to redeem or buy back
(1) This section applies if—
(a) a company—
(i) issues redeemable shares under this Division or
(ii) agrees to buy back any of its own shares under this Division
(b) the company is wound up and
(c) at the commencement of the winding up any of those shares have not been redeemed or bought back
(2) The terms of the redemption or buyback may be enforced against the company
(3) Subsection (2) does not apply if—
(a) the terms of the redemption or buyback provided for the redemption or buyback to take place at a date later than that of the commencement of the winding up or
(b) during the period—
(i) beginning on the day on which the redemption or buyback was to have taken place and
(ii) ending on the commencement of the winding up
the company could not at any time have lawfully made a payment in respect of the redemption or buyback out of distributable profits
(4) Shares are to be regarded as cancelled when they are redeemed or bought back under subsection (2)
(5) The following must be paid in priority to any amount that the company is liable under subsection (2) to pay in respect of any shares—
(a) all other debts and liabilities of the company (other than any due to members in their capacity as such) and
(b) if other shares carry rights (whether as to capital or income) that are preferred to the rights as to capital attaching to those shares any amount due in satisfaction of those preferred rights
(6) Subject to subsection (5) any amount payable under subsection (2) must be paid in priority to any amounts due to members in satisfaction of their rights (whether as to capital or income) as members
(7) If under section 264A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) a creditor of a company is entitled to payment of any interest only after payment of all other debts of the company the company’s debts and liabilities for the purposes of subsection (5) include the liability to pay that interest
273 藉订立规例作出变通权力
(1) 行政长官会行政会议订立规例述事项分部条文作出变通 ——
(a) 公司回购身股份需授权
(b) 公司放弃根合约(包括确定回购合约)回购身股份权利需授权
(c) 公司赎回回购股份交付处长申报表须载资料
(2) 根条订立规例须立法会批准
273 Power to modify by regulation
(1) The Chief Executive in Council may make regulations modifying any of the provisions of this Division with respect to—
(a) the authorization required for a company to buy back its own shares
(b) the authorization required for the release by a company of its rights under a contract for the buyback of its own shares including a contingent buyback contract and
(c) the information to be included in a return by a company to the Registrar in relation to a share redemption or buyback
(2) Regulations made under this section are subject to the approval of the Legislative Council
第5分部 —— 购入身股份资助
Division 5—Financial Assistance for Acquisition of Own Shares
第1次分部 —— 导言
Subdivision 1—Preliminary
274 释义
(1) 分部中 ——
负债 (liabilities)包括符合说明债务损失作出拨备属合理需保留款额 ——
(a) 相会招致债务损失
(b) 确定会招致款额产生日期未确定债务损失
净资产 (net assets)根分部提供资助公司言指公司资产总额超出公司负债总额数(紧接提供资助前公司会计纪录述明资产额负债额计算)
资助 (financial assistance)指 ——
(a) 藉馈赠提供资助
(b) 述方式提供资助 ——
(i) 担保保证弥偿(弥偿身疏忽失责作出弥偿外)
(ii) 责解宽免
(c) 述方式提供资助 ——
(i) 贷款协议协议根该等协议协议方责协议未履行时提供资助责须予履行
(ii) 第(i)节提述贷款协议协议约务更根第(i)节提述贷款协议协议产生权利转
(d) 公司情况提供资助 ——
(i) 公司净资产会提供该项资助出现相程度减少
(ii) 该公司没净资产
(2) 分部中 ——
(a) 提述某招致债务包括该藉订立协议安排(否强制执行否该独连订立)藉方法改变该财务状况
(b) 提述某公司减少解某购入股份招致债务提供资助包括该公司该财务状况完全部分回复购入进行前状况提供资助
274 Interpretation
(1) In this Division—
financial assistance (资助) means—
(a) financial assistance given by way of gift
(b) financial assistance given—
(i) by way of guarantee security or indemnity (other than an indemnity in respect of the indemnifier’s own neglect or default) or
(ii) by way of release or waiver
(c) financial assistance given—
(i) by way of a loan or any other agreement under which any of the obligations of the person giving the assistance are to be fulfilled at a time when in accordance with the agreement any obligation of another party to the agreement remains unfulfilled or
(ii) by way of the novation of or the assignment of rights arising under a loan or other agreement referred to in subparagraph (i) or
(d) any other financial assistance given by a company if—
(i) the net assets of the company are reduced to a material extent by the giving of the assistance or
(ii) the company has no net assets
liabilities (负债) includes any amount retained as reasonably necessary for the purpose of providing for any liability or loss that is—
(a) likely to be incurred or
(b) certain to be incurred but uncertain as to the amount or as to the date on which it will arise
net assets (净资产) of a company that gives any financial assistance under this Division means the amount by which the aggregate of the company’s assets exceeds the aggregate of its liabilities (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given)
(2) In this Division—
(a) a reference to a person incurring a liability includes the person changing their financial position by making an agreement or arrangement (whether enforceable or unenforceable and whether made on the person’s own account or with any other person) or by any other means and
(b) a reference to a company giving financial assistance for the purpose of reducing or discharging a liability incurred by a person for the purpose of the acquisition of shares includes the company giving financial assistance for the purpose of wholly or partly restoring the person’s financial position to what it was before the acquisition took place
第2次分部 —— 购入身股份提供资助般禁止
Subdivision 2—General Prohibition on Financial Assistance for Acquisition of Own Shares
275 禁止购入股份减少解购入招致债务提供资助
(1) 分部规定外正进行购入正建议购入某公司股份该项购入进行前时该公司附属公司该项购入直接间接提供资助
(2) ——
(a) 某已购入某公司股份
(b) 该项购入招致债务
分部规定外该公司附属公司减少解该项债务直接间接提供资助
(3) (2018年第35号第27条废)
(4) 公司违反第(1)(2)款该公司名责均属犯罪处罚款150000监禁12月
275 Prohibition on financial assistance for acquisition of shares or for reducing or discharging liability for acquisition
(1) If a person is acquiring or proposing to acquire shares in a company the company or any of its subsidiaries must not give financial assistance directly or indirectly for the purpose of the acquisition before or at the same time as the acquisition takes place except as provided by this Division
(2) If—
(a) a person has acquired shares in a company and
(b) any person has incurred a liability for the purpose of the acquisition
the company or any of its subsidiaries must not give financial assistance directly or indirectly for the purpose of reducing or discharging the liability except as provided by this Division
(3) (Repealed 35 of 2018 s 27)
(4) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine of 150000 and to imprisonment for 12 months
276 违反分部影响资助等效性
公司违反分部情况提供资助该项资助关连合约交易效性仅该项违反受影响
276 Failure to comply with Division does not affect validity of financial assistance etc
If a company gives financial assistance in contravention of this Division the validity of the financial assistance and of any contract or transaction connected with it is not affected only because of the contravention
第3次分部 —— 禁止例外情况
Subdivision 3—Exceptions from Prohibition
277 般例外情况
分部禁止事宜 ——
(a) 公司资产 ——
(i) 合法派发股息形式分派
(ii) 该公司清盘程中分派
(b) 红股配发
(c) 公司股第3分部减少
(d) 第4分部进行公司赎回回购身股份
(e) 第13部第2分部(安排妥协)指法庭命令作出事情
(f) 根公司(清盘杂项条文)条例(第32章)第237条(清盘接受股份等作出售公司财产代价权力)作出安排作出事情
(g) 根项公司债权订立公司(清盘杂项条文)条例(第32章)第254条(债务偿安排时债权约束力)该等债权具约束力债务偿安排作出事情
277 General exceptions
This Division does not prohibit any of the following transactions—
(a) the distribution of a company’s assets—
(i) by way of dividend lawfully made or
(ii) in the course of winding up the company
(b) the allotment of bonus shares
(c) the reduction of a company’s share capital in accordance with Division 3
(d) the redemption or buyback of a company’s own shares in accordance with Division 4
(e) anything done in accordance with a court order under Division 2 of Part 13 (arrangements and compromises)
(f) anything done under an arrangement made under section 237 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (power of liquidator to accept shares etc as consideration for sale of property of company)
(g) anything done under an arrangement made between a company and its creditors that is binding on the creditors because of section 254 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (arrangement when binding on creditors)
278 目例外情况
符合条件分部禁止公司购入股份控权公司股份提供资助减少解该项购入招致债务提供资助 ——
(a) 两者中 ——
(i) 该公司提供资助目非购入股份控权公司股份非减少解该项购入招致债务
(ii) 购入该公司股份控权公司股份提供资助减少解该项购入招致债务提供资助仅属该公司某较目附带部分
(b) 资助真诚该公司利益提供
278 Principal purpose exception
This Division does not prohibit a company from giving financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) either—
(i) the company’s principal purpose in giving the assistance is not to give it for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition or
(ii) the giving of the assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition is only an incidental part of some larger purpose of the company and
(b) the assistance is given in good faith in the interests of the company
279 贷款业务例外情况
第282条规限分部禁止出款项通常业务部分公司通常业务运作中出款项
279 Exception for money lending businesses
Subject to section 282 this Division does not prohibit the lending of money by a company in the ordinary course of business if the lending of money is part of the ordinary business of the company
280 雇员参股计划例外情况
(1) 第282条规限分部禁止 ——
(a) 公司真诚该公司利益雇员参股计划目提供资助
(b) 某公司(出资公司)身属公司集团成员公司关目作出事情提供资助该等事情关连情况提供资助述关目出资公司控权公司股份士间进行涉士购入该等股份实益拥权交易进行利便该等交易进行 ——
(i) 正真诚受雇真诚受雇出资公司属公司集团成员公司
(ii) 第(i)节提述配偶遗孀未亡夫未成年子女
(2) 条中 ——
子女 (children)包括继子女非婚生子女香港法律承认方式领养子女
未成年子女 (minor children)指未满18岁子女
雇员参股计划 (employee share scheme)指旨鼓励利便持利益持公司股份计划 ——
(a) 正真诚受雇真诚受雇该公司属公司集团成员公司
(b) (a)段提述配偶遗孀未亡夫未成年子女
280 Exception for employee share schemes
(1) Subject to section 282 this Division does not prohibit—
(a) the giving by a company in good faith in the interests of the company of financial assistance for the purposes of an employee share scheme or
(b) the giving of financial assistance by a company for the purposes of or in connection with anything done by the company or another company in the same group of companies for the purposes of enabling or facilitating transactions in shares in the company or its holding company between and involving the acquisition of beneficial ownership of those shares by—
(i) persons employed or formerly employed in good faith by that company or another company in the same group of companies or
(ii) spouses widows widowers or minor children of persons referred to in subparagraph (i)
(2) In this section—
children (子女) includes stepchildren illegitimate children and children adopted in any manner recognized by the law of Hong Kong
employee share scheme (雇员参股计划) means a scheme for encouraging or facilitating the holding of shares in a company by or for the benefit of—
(a) persons employed or formerly employed in good faith by that company or another company in the same group of companies or
(b) spouses widows widowers or minor children of persons referred to in paragraph (a)
minor children (未成年子女) means children who are under 18 years of age
281 贷款雇员例外情况
(1) 第282条规限分部禁止公司合资格雇员购入实益拥权方式持该公司控权公司缴足股款股份该等雇员出贷款
(2) 条中 ——
子女 (child)包括继子女非婚生子女香港法律承认方式领养子女
合资格雇员 (eligible employees)公司言指真诚受雇该公司非士 ——
(a) 该公司董事
(b) 董事配偶
(c) 董事未满18岁子女
(d) 符合说明信讬(第280(2)条界定雇员参股计划退休金计划外)受讬 ——
(i) 该项信讬受益包括(a)(b)(c)段提述
(ii) 该项信讬条款授予受讬项(a)(b)(c)段提述利益行权力
(e) (a)(b)(c)段提述合伙(d)段提述受讬合伙
281 Exception for loans to employees
(1) Subject to section 282 this Division does not prohibit the making by a company of loans to its eligible employees for the purpose of enabling them to acquire fully paid shares in the company or its holding company to be held by them by way of beneficial ownership
(2) In this section—
child (子女) includes a stepchild an illegitimate child and a child adopted in any manner recognized by the law of Hong Kong
eligible employees (合资格雇员) in relation to a company means persons employed in good faith by the company other than—
(a) a director of the company
(b) a director’s spouse
(c) a director’s child who is under 18 years of age
(d) a trustee of a trust (other than an employee share scheme as defined by section 280(2) or a pension scheme)—
(i) the beneficiaries of which include a person referred to in paragraph (a) (b) or (c) or
(ii) the terms of which confer a power on the trustees that may be exercised for the benefit of a person referred to in paragraph (a) (b) or (c) or
(e) a partner of a person referred to in paragraph (a) (b) or (c) or of a trustee referred to in paragraph (d)
282 市公司特限制
符合条件情况第279280281条适市公司 ——
(a) 该公司拥没提供关资助减少净资产
(b) 该等资产减少减少范围关资助分派利润中获提供
282 Special restriction for listed companies
Section 279 280 or 281 applies to a listed company only if—
(a) the company has net assets that are not reduced by the giving of the financial assistance or
(b) to the extent that those assets are reduced the assistance is provided by a payment out of distributable profits
第4次分部 —— 提供资助授权
Subdivision 4—Authorization for Giving Financial Assistance
283 资助超股东资金5
(1) 符合条件公司购入股份控权公司股份提供资助减少解该项购入招致债务提供资助 ——
(a) 董事提供该项资助前议决 ——
(i) 该公司应提供该项资助
(ii) 提供该项资助符合该公司佳利益
(iii) 提供该项资助条款条件该公司言属公合理
(b) 董事通该项决议日表决赞成该项决议董事提供该项资助作出符合第2分部偿付力陈述
(c) 该项资助加根条提供尚未偿资助总数超该公司已缴股储备(公司新审计财务报表披露者准)5
(d) 该项资助根(b)段作出偿付力陈述日期12月提供
(2) 董事根第(1)(a)款通决议须详列第(1)(a)(i)(ii)(iii)款提述事宜结理
(3) 第(1)(c)款中提述根条提供尚未偿资助包括担保保证形式提供资助款额提供该资助时公司然该担保保证负法律责
(4) 公司须根条提供资助15日名成员送交根第(1)(b)款作出偿付力陈述文载列资料通知 ——
(a) 提供该项资助关股份类数目
(b) 已须该等股份支付代价
(c) 获该项资助姓名名称获资助该等股份实益拥姓名名称
(d) 该项资助性质条款款额
(5) 公司违反第(4)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
283 Financial assistance not exceeding 5 of shareholders funds
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) the directors resolve before the assistance is given that—
(i) the company should give the assistance
(ii) giving the assistance is in the best interests of the company and
(iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the company
(b) on the same day that the directors pass the resolution the directors who vote in favour of it make a solvency statement that complies with Division 2 in relation to the giving of the assistance
(c) the aggregate amount of the assistance and any other financial assistance given under this section that has not been repaid does not exceed 5 of the paid up share capital and reserves of the company (as disclosed in the most recent audited financial statements of the company) and
(d) the assistance is given not more than 12 months after the day on which the solvency statement is made under paragraph (b)
(2) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to the matters referred to in subsection (1)(a)(i) (ii) and (iii)
(3) A reference in subsection (1)(c) to any other financial assistance given under this section that has not been repaid includes the amount of any financial assistance given in the form of a guarantee or security for which the company remains liable at the time the financial assistance in question is given
(4) Within 15 days after giving financial assistance under this section the company must send to each member of the company a copy of the solvency statement made under subsection (1)(b) and a notice containing the following information—
(a) the class and number of shares in respect of which the assistance was given
(b) the consideration paid or payable for those shares
(c) the name of the person receiving the assistance and if a different person the name of the beneficial owner of those shares
(d) the nature the terms and the amount of the assistance
(5) If the company contravenes subsection (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
284 公司成员批准资助
(1) 符合条件公司购入股份控权公司股份提供资助减少解该项购入招致债务提供资助 ——
(a) 董事提供该项资助前议决 ——
(i) 该公司应提供该项资助
(ii) 提供该项资助符合该公司佳利益
(iii) 提供该项资助条款条件该公司言属公合理
(b) 董事通该项决议日表决赞成该项决议董事提供该项资助作出符合第2分部偿付力陈述
(c) 提供该项资助前该公司成员藉书面决议批准提供该项资助
(d) 该项资助根(b)段作出偿付力陈述日期12月提供
(2) 董事根第(1)(a)款通决议须详列第(1)(a)(i)(ii)(iii)款提述事宜结理
284 Financial assistance with approval of all members
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) the directors resolve before the assistance is given that—
(i) the company should give the assistance
(ii) giving the assistance is in the best interests of the company and
(iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the company
(b) on the same day that the directors pass the resolution the directors who vote in favour of it make a solvency statement that complies with Division 2 in relation to the giving of the assistance
(c) the giving of the assistance is approved by written resolution of all members of the company before the assistance is given and
(d) the assistance is given not more than 12 months after the day on which the solvency statement is made under paragraph (b)
(2) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to the matters referred to in subsection (1)(a)(i) (ii) and (iii)
285 藉普通决议提供资助
(1) 符合条件公司购入股份控权公司股份提供资助减少解该项购入招致债务提供资助 ——
(a) 董事提供该项资助前议决 ——
(i) 该公司应提供该项资助
(ii) 提供该项资助符合该公司佳利益惠该公司没接受该项资助成员
(iii) 提供该项资助条款条件该公司该公司没接受该项资助成员言属公合理
(b) 董事通该项决议日表决赞成该项决议董事提供该项资助作出符合第2分部偿付力陈述
(c) 该公司名成员送交根(b)段作出偿付力陈述文载列资料通知 ——
(i) 该项资助性质条款会接受该项资助姓名名称
(ii) 该项资助会提供予代名该姓名名称
(iii) 董事决议全文
(iv) 名合常理成员理解该项资助性质该项资助公司公司成员影响属必进步资料解释
(d) 提供该项资助前已获公司决议批准提供该项资助
(e) 该项资助期间提供 ——
(i) 根(d)段通决议日期28日
(ii) 根(b)段作出偿付力陈述日期12月
(2) 述通知偿付力陈述文须建议第(1)(d)款指决议日期前少14日根第(1)(c)款送交名成员附关会建议通该决议会通知
(3) 第(1)(e)(i)款规定根条提供资助根第286条原讼法庭提出申请非原讼法庭命令否该申请获终局裁定前提供该项资助
(4) 董事根第(1)(a) 款通决议须详列第(1)(a)(i)(ii)(iii)款提述事宜结理
285 Financial assistance by ordinary resolution
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) the directors resolve before the assistance is given that—
(i) the company should give the assistance
(ii) giving the assistance is in the best interests of the company and is of benefit to those members of the company not receiving the assistance and
(iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the company and to those members not receiving the assistance
(b) on the same day that the directors pass the resolution the directors who vote in favour of it make a solvency statement that complies with Division 2 in relation to the giving of the assistance
(c) the company sends to each member of the company a copy of the solvency statement made under paragraph (b) and a notice containing the following information—
(i) the nature and terms of the assistance and the name of the person to whom it will be given
(ii) if it will be given to a nominee for another person the name of that other person
(iii) the text of the resolution of the directors
(iv) any further information and explanation that would be necessary for a reasonable member to understand the nature of the assistance and the implications of giving it for the company and the members
(d) the giving of the assistance is approved by resolution of the company before the assistance is given and
(e) the assistance is given—
(i) not less than 28 days after the day on which the resolution is passed under paragraph (d) and
(ii) not more than 12 months after the day on which the solvency statement is made under paragraph (b)
(2) The notice and copy of the solvency statement must be sent to each member under subsection (1)(c) at least 14 days before the day on which the resolution under subsection (1)(d) is proposed and may accompany notice of the meeting at which the resolution will be proposed
(3) Despite subsection (1)(e)(i) if an application is made to the Court under section 286 in relation to the giving of financial assistance under this section the financial assistance must not be given until the application is finally determined unless the Court orders otherwise
(4) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to the matters referred to in subsection (1)(a)(i) (ii) and (iii)
286 原讼法庭申请限制令
(1) 根第285(1)(d)条通提供资助决议日期28日 ——
(a) 关公司股份限公司占该公司股份持总表决权少5成员原讼法庭提出申请寻求项限制提供资助命令
(b) 关公司公司占该公司成员数少5成员原讼法庭提出申请寻求项限制提供资助命令
(2) 第(1)款规定意表决赞成关决议成员权提出述申请
(3) 权提出申请成员藉书面方式委中代表作出该项委成员提出申请
(4) 述申请基理提出 ——
(a) 提供该项资助非 ——
(i) 符合该公司佳利益非
(ii) 惠该公司没接受该项资助成员
(b) 提供该项资助条款条件 ——
(i) 该公司言
(ii) 该公司没接受该项资助成员言
非公合理
(5) 申请根条提出 ——
(a) 申请须快申请书送达关公司
(b) 该公司须申请书送达该公司日期7日处长发出关该项申请通知该通知须符合指明格式
(6) 公司违反第(5)(b) 款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
286 Application to Court for restraining order
(1) Within 28 days after the day on which a resolution for the giving of financial assistance is passed under section 285(1)(d) an application to the Court for an order restraining the giving of financial assistance may be made—
(a) if the company is limited by shares by members representing at least 5 of the total voting rights of holders of shares in the company or
(b) in any other case by members representing at least 5 of the members of the company
(2) Despite subsection (1) a member who consented to or voted in favour of the resolution is not entitled to apply
(3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed in writing by all of them
(4) An application under this section may be made only on the ground that—
(a) the giving of the assistance is neither—
(i) in the best interests of the company nor
(ii) of benefit to those members of the company not receiving the assistance or
(b) the terms and conditions under which the assistance is to be given are not fair and reasonable to—
(i) the company and
(ii) those members not receiving the assistance
(5) If an application is made under this section—
(a) the applicant must as soon as possible serve the application on the company and
(b) the company must give the Registrar notice in the specified form of the application within 7 days after the day on which the application is served on the company
(6) If the company contravenes subsection (5)(b) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
287 原讼法庭押申请权力
(1) 原讼法庭接获根第286 条提出申请法律程序押令原讼法庭满意安排作出保障持异议成员权益
(2) 原讼法庭作出认合宜指示命令利便作出执行述安排
287 Power of Court to adjourn application
(1) The Court may adjourn proceedings on an application under section 286 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members
(2) The Court may give any directions and make any orders it thinks expedient for facilitating or carrying into effect any such arrangement
288 原讼法庭确认限制提供关资助权力
(1) 原讼法庭接获根第286 条提出申请须作出确认限制提供关资助命令认合适条款条件作出该命令
(2) 原讼法庭确认提供资助藉命令更改延展 ——
(a) 董事根第285(1)(a)条通决议公司根第285(1)(d)条通决议指明日期期间
(b) 分部中适提供资助条文指明日期期间
(3) 原讼法庭认合适关命令 ——
(a) 公司回购成员股份公司股减少事作出规定
(b) 公司章程细作出述规定需作出更改
(c) 规定公司章程细作出更改指明更改
(4) 原讼法庭命令规定公司章程细作出更改指明更改公司权未获原讼法庭许作出该更改
(5) 原讼法庭根条具权力局限根第287条具权力
288 Power of Court to confirm or restrain giving of financial assistance
(1) On an application under section 286 the Court must make an order confirming or restraining the giving of financial assistance and may do so on any terms and conditions it thinks fit
(2) If the Court confirms the giving of financial assistance it may by order alter or extend any date or period of time specified—
(a) in the directors’ resolution under section 285(1)(a) or the resolution of the company under section 285(1)(d) or
(b) in any provision of this Division applying to the giving of financial assistance
(3) If the Court thinks fit the order may—
(a) provide for the company to buy back the shares of any of its members and for the reduction accordingly of the company’s share capital
(b) make any alteration to the company’s articles that may be required as a consequence
(c) require the company not to make any or any specified alteration to its articles
(4) If the order of the Court requires the company not to make any or any specified alteration to its articles the company does not have power to make any such alteration without leave of the Court
(5) The powers of the Court under this section do not limit its powers under section 287
289 公司原讼法庭命令文交付处长
(1) 公司须原讼法庭作出第288条指命令15 日原讼法庭命令较长限期该命令正式文交付处长登记
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
___________
289 Company to deliver copy of order of Court to Registrar
(1) Within 15 days after the making of an order by the Court under section 288 or within any longer period ordered by the Court the company must deliver an office copy of the order to the Registrar for registration
(2) If the company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
___________
第6部
Part 6
利润资产分派
(格式变更——2013年第1号编辑修订纪录)
Distribution of Profits and Assets
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
290 释义
(1) 部中 ——
已催缴股 (called up share capital)公司言指该公司股中相等已催缴股款总额(该等已催缴股款否已获缴付)部分连 ——
(a) 未催缴已缴付股
(b) 根章程细关股份配发条款关缴付该等股份股款安排须指明未日期缴付股
未催缴股 (uncalled share capital)须理解
分派储备 (undistributable reserves)公司言 ——
(a) 第(2)款规定外指该公司尚未透资化运累积未实现利润超出该公司尚未股减少股重组销累积未实现亏损款额
(b) 指条例(部外)该公司章程细禁止该公司分派储备
分派 (distribution)指种公司资产分派(否采现金形式)予成员行动包括 ——
(a) 发行全部部分缴付股款红股形式发行股份
(b) 第5部第4分部资(包括发行新股份收益)未实现利润中拨款赎回回购公司股份
(c) 藉终绝减低成员公司未缴股关股份承担法律责藉退已缴股减少股
(d) 公司清盘时资产分派予成员
(e) 公司根第283284285条成员提供资助
财务项目 (financial items)指项目 ——
(a) 利润亏损资产负债
(b) 准备金
(c) 股储备(包括分派储备)
净资产 (net assets)公司言指该公司资产总额减负债总额出款额
资化 (capitalization)公司利润言指项行动(时进行) ——
(a) 该利润作缴付该公司未发行股份全部部分股款该股份会全部部分缴付股款红股形式配发予该公司成员
(b) 该利润拨入股
资助 (financial assistance)具第274(1)条予该词涵义
(2) 第(1)款分派储备定义(a)段中提述资化包括1991 年9 月1 日日公司利润拨入资赎回储备
(3) 部中 ——
(a) 提述特定种类利润提述时间产生该种利润
(b) 提述特定种类亏损提述时间产生该种亏损
(4) 部言根第302条藉参某财务报表述明财务项目厘定分派款额该项厘定作出关分派该财务报表属参财务报表
290 Interpretation
(1) In this Part—
called up share capital (已催缴股) in relation to a company means so much of its share capital as equals the aggregate amount of the calls made on its shares (whether or not those calls have been paid) together with—
(a) any share capital paid up without being called and
(b) any share capital to be paid on a specified future date under the articles the terms of allotment of the relevant shares or any other arrangements for payment of those shares
and uncalled share capital (未催缴股) is to be read accordingly
capitalization (资化) in relation to a company’s profits means any of the following operations (whenever carried out)—
(a) applying the profits in wholly or partly paying up unissued shares in the company to be allotted to members of the company as fully or partly paid bonus shares
(b) transferring the profits to share capital
distribution (分派) means every description of distribution of a company’s assets to its members whether in cash or otherwise except distribution by way of—
(a) an issue of shares as fully or partly paid bonus shares
(b) a redemption or buyback of any shares in the company out of capital (including the proceeds of any fresh issue of shares) or out of unrealized profits in accordance with Division 4 of Part 5
(c) a reduction of share capital by extinguishing or reducing any member’s liability on any of the company’s shares in respect of share capital not paid up or by repaying paid up share capital
(d) a distribution of assets to the members on the company’s winding up or
(e) financial assistance given by the company to a member under section 283 284 or 285
financial assistance (资助) has the meaning given by section 274(1)
financial items (财务项目) means all of the following—
(a) profits losses assets and liabilities
(b) provisions
(c) share capital and reserves (including undistributable reserves)
net assets (净资产) in relation to a company means the aggregate of the company’s assets less the aggregate of its liabilities
undistributable reserves (分派储备) in relation to a company means—
(a) subject to subsection (2) the amount by which the company’s accumulated unrealized profits so far as not previously utilized by capitalization exceeds its accumulated unrealized losses so far as not previously written off in a reduction or reorganization of capital or
(b) any other reserve that the company is prohibited from distributing by an Ordinance (other than this Part) or by its articles
(2) In paragraph (a) of the definition of undistributable reserves in subsection (1) a reference to capitalization excludes a transfer of profits of the company to its capital redemption reserve on or after 1 September 1991
(3) In this Part—
(a) a reference to profits of any particular description is a reference to profits of that description made at any time and
(b) a reference to losses of any particular description is a reference to losses of that description made at any time
(4) For the purposes of this Part any financial statements are referential financial statements if the distribution in question is made pursuant to determinations made by reference to financial items as stated in the financial statements under section 302
291 已实现利润亏损
(1) 部中提述公司已实现利润已实现亏损提述该公司利润亏损中董事拟备财务报表时普遍接受关会计目厘定已实现利润已实现亏损原属该报表目视已实现利润已实现亏损者
(2) 根某特定条文(否条例中出现)某种类利润亏损视已实现者第(1)款影响该条文
(3) 公司董事作出切合理查究未断定1991年9月1日前产生某项利润亏损否属已实现利润已实现亏损部目该项利润视已实现利润该项亏损视未实现亏损
291 Realized profits and losses
(1) In this Part a reference to realized profits or realized losses of a company is a reference to those profits or losses of the company that are regarded as realized profits or realized losses for the purpose of any financial statements prepared by the directors in accordance with principles generally accepted at the time when the financial statements are prepared with respect to the determination for accounting purposes of realized profits or realized losses
(2) Subsection (1) does not affect any specific provision (whether in an Ordinance or otherwise) under which profits or losses of any description are regarded as realized
(3) If after making all reasonable enquiries a company’s directors are unable to determine whether or not a particular profit or loss made before 1 September 1991 is realized they may treat the profit as realized and the loss as unrealized for the purposes of this Part
292 某款额须视已实现利润亏损
(1) 部言属第(2)款指明款额准备金须视已实现亏损
(2) 述款额藉述事宜提供准备予销保留款额 ——
(a) 重估公司固定资产价值时出现固定资产减值
(b) 重估公司商誉外固定资产价值时出现固定资产减值
(3) 施行第(2)款情况董事某特定时刻某固定资产价值作出考虑须视重估该资产价值 ——
(a) 关公司市公司第(4)(a)(b)款指明条件获符合
(b) 关公司市公司 ——
(i) 关参财务报表第304条指明财务报表第(4)(a)(b)款指明条件获符合
(ii) 关参财务报表第305306条指明财务报表第(4)(a)款指明条件获符合
(4) 述条件 ——
(a) 董事信纳关时刻公司固定资产总值少关财务报表时述明该等资产总额
(b) 关参财务报表附注述明 ——
(i) 董事已该公司固定资产价值作出考虑实际重估该等资产价值
(ii) 董事信纳作出述考虑时该等资产总值少关财务报表时述明该等资产总额
(iii) 款关款额该公司固定资产价值须视已该时刻重估基础关参财务报表述明
(5) 部言 ——
(a) 重估固定资产价值时显示未实现利润产生
(b) 作出价值重估时笔款项该固定资产某段期间折旧销保留
该笔款项超出关该资产该段期间折旧预计款项款额须视该段期间产生已实现利润
(6) 第(5)款目断定公司某资产否利润亏损时 ——
(a) 该资产原成纪录
(b) 法承受合理支出合理延误情况取该资产原成纪录
该公司取该资产时备关该资产价值早纪录中记载该资产价值须视该资产成
(7) 第(5)款中 ——
预计款项 (projected sum)固定资产折旧言指假没重估该资产价值应会折旧销保留款项
(8) 条言公司资产拟该公司活动中持续原该公司活动目持续持须视固定资产
292 Certain amount to be regarded as realized profit or loss
(1) For the purposes of this Part a provision other than an amount specified in subsection (2) is to be regarded as a realized loss
(2) The amount is one written off or retained by way of providing for a diminution in value of a fixed asset appearing on a revaluation of—
(a) all of the company’s fixed assets or
(b) all of the company’s fixed assets other than goodwill
(3) For the purposes of subsection (2) any consideration by the directors of the value at a particular time of a fixed asset is to be regarded as a revaluation of the asset if—
(a) in the case of a listed company the conditions specified in subsection (4)(a) and (b) are satisfied or
(b) in the case of any other company—
(i) where the referential financial statements are the financial statements specified in section 304 the conditions specified in subsection (4)(a) and (b) are satisfied or
(ii) where the referential financial statements are the financial statements specified in section 305 or 306 the condition specified in subsection (4)(a) is satisfied
(4) The conditions are—
(a) that the directors are satisfied that the aggregate value at that time of the company’s fixed assets is not less than the aggregate amount at which they are for the time being stated in the financial statements and
(b) that it is stated in a note to the referential financial statements that—
(i) the directors have considered the value of the company’s fixed assets without actually revaluing them
(ii) the directors are satisfied that the aggregate value at the time of consideration of those assets is or was not less than the aggregate amount at which they are or were for the time being stated in the financial statements and
(iii) accordingly by virtue of this subsection amounts are stated in the referential financial statements on the basis that a revaluation of the company’s fixed assets is to be regarded as having taken place at that time
(5) For the purposes of this Part if—
(a) on the revaluation of a fixed asset an unrealized profit is shown to have been made and
(b) on or after the revaluation a sum is written off or retained for depreciation of the fixed asset over a period
the amount by which the sum exceeds the projected sum in relation to the depreciation of that asset over the period is to be regarded as a realized profit made over the period
(6) In determining whether a company has made a profit or loss on an asset for the purposes of subsection (5) the value given to the asset in the earliest available record of its value made on or after its acquisition by the company is to be regarded as the cost of the asset if—
(a) there is no record of the original cost of the asset or
(b) a record of the original cost of the asset cannot be obtained without unreasonable expense or delay
(7) In subsection (5)—
projected sum (预计款项) in relation to a depreciation of a fixed asset means a sum that would have been written off or retained for depreciation if the revaluation of the asset had not been made
(8) For the purposes of this section an asset of a company is to be regarded as a fixed asset if it is intended for use in the company’s activities or otherwise to be held for the purpose of the company’s activities on a continuing basis
293 关营长期业务保险公司某款额须视已实现利润亏损
(1) 条适属保险营长期业务公司
(2) 部言 ——
(a) 公司长期业务维持基金盈余中恰拨入该公司全面收益表款额须视已实现利润
(b) 该基金赤字须视已实现亏损
(3) 抵触第(2)款条文施行部公司长期业务产生利润亏损须予理会
(4) 条中 ——
(a) 提述公司维持基金盈余提述精算调查出代表该基金资产超出长期业务负债款额
(b) 提述该基金赤字提述精算调查出该负债超出该资产款额
(5) 条中 ——
长期业务 (long term business)具保险业条例(第41章)第2(1)条予该词涵义 (2015年第12号第166条修订)
保险 (insurer)具保险业条例( 第41章)第2(1)(2)条予该词涵义 (2015年第12号第166条修订)
精算调查 (actuarial investigation)指 ——
(a) 根保险业条例(第41章)第18条进行调查 (2015年第12号第166条修订)
(b) 项根该条例第32条施加规定进行调查
293 Certain amount relating to insurance company with long term business to be regarded as realized profit or loss
(1) This section applies to a company that is an insurer and carries on long term business
(2) For the purposes of this Part—
(a) an amount properly transferred to the statement of comprehensive income of the company from a surplus in the fund maintained by it in respect of the long term business is to be regarded as a realized profit and
(b) a deficit in that fund is to be regarded as a realized loss
(3) Subject to subsection (2) any profit or loss arising in the company’s long term business is to be disregarded for the purposes of this Part
(4) In this section—
(a) a reference to a surplus in a fund maintained by a company is a reference to an excess of the assets representing the fund over the company’s liabilities attributable to its long term business as shown by an actuarial investigation and
(b) a reference to a deficit in such a fund is a reference to an excess of those liabilities over those assets as shown by an actuarial investigation
(5) In this section—
actuarial investigation (精算调查) means an investigation—
(a) made under section 18 of the Insurance Ordinance (Cap 41) or (Amended 12 of 2015 s 166)
(b) made pursuant to a requirement imposed under section 32 of that Ordinance
insurer (保险) has the meaning given by section 2(1) and (2) of the Insurance Ordinance (Cap 41) (Amended 12 of 2015 s 166)
long term business (长期业务) has the meaning given by section 2(1) of the Insurance Ordinance (Cap 41) (Amended 12 of 2015 s 166)
294 实物形式分派︰某款额须视已实现利润
公司作出属包含非现金资产分派关参财务报表述明该资产款额中某部分代表未实现利润断定该项部作出分派(作出该项分派前断定)合法性目该部分款额须视已实现利润
294 Distribution in kind certain amount to be regarded as realized profit
If a company makes a distribution consisting of or including a noncash asset and any part of the amount at which the asset is stated in the referential financial statements represents an unrealized profit that part of that amount is to be regarded as a realized profit for the purpose of determining before or after the distribution the lawfulness of the distribution in accordance with this Part
295 部适范围
(1) 部部生效日期#日作出分派适第(2)款指明分派包括
(2) 述包括分派符合说明分派︰假部该项分派适话会根第302条厘定分派款额该项厘定藉参关部生效日期#前开始财政年度期间财务报表述明财务项目作出
_____________________
编辑附注：
# 生效日期：2014年3月3日
295 Application of Part
(1) This Part applies in relation to a distribution made on or after the commencement date# of this Part except a distribution specified in subsection (2)
(2) The excepted distribution is a distribution the amount of which would had this Part applied in relation to the distribution be determined under section 302 by reference to the financial items as stated in any financial statements for a financial year or period beginning before the commencement date# of this Part
_____________________
Editorial Note
# Commencement date 3 March 2014
296 保留分派限制
条例法律规公司章程细条文拨作分派款项作出分派情况加限制部影响该条例法律规条文
296 Saving for other restraints on distribution
This Part does not affect any Ordinance or rule of law or any provision of a company’s articles restricting the sums out of which or the cases in which a distribution may be made
第2分部 —— 禁止限制
Division 2—Prohibitions and Restrictions
297 禁止某分派
(1) 公司供分派利润中拨款作出分派
(2) 条言公司供分派利润公司尚未透分派资化运累积已实现利润减尚未股减少股重组销累积已实现亏损款额
297 Prohibition on certain distributions
(1) A company may only make a distribution out of profits available for distribution
(2) For the purposes of this section a company’s profits available for distribution are its accumulated realized profits so far as not previously utilized by distribution or capitalization less its accumulated realized losses so far as not previously written off in a reduction or reorganization of capital
298 市公司作出某分派
(1) 市公司述条件均获符合情况作出分派 ——
(a) 净资产款额少已催缴股分派储备总额
(b) 作出该项分派会该等资产款额减少该总额该项分派限
(2) 市公司根条厘定净资产款额目未催缴股作资产计入
298 Listed company may only make certain distributions
(1) A listed company may only make a distribution—
(a) if the amount of its net assets is not less than the aggregate of its called up share capital and undistributable reserves and
(b) if and to the extent that the distribution does not reduce the amount of those assets to an amount less than that aggregate
(2) A listed company must not include any uncalled share capital as an asset for the purpose of determining the amount of its net assets under this section
299 运未实现利润限制
公司未实现利润运支付债权证款项运支付已发行股份未付款额
299 Restriction on application of unrealized profits
A company must not apply an unrealized profit in paying up debentures or in paying up any amount unpaid on its issued shares
300 财政司司长投资公司变通豁免条文
(1) 财政司司长应投资公司申请 ——
(a) 该公司第297298299条订禁止限制予变通
(b) 豁免该公司须受述禁止限制规限
(2) 财政司司长根第(1)款作出变通批予豁免时规定该变通豁免须受认合适条款条件规限
(3) 条中 ——
投资公司 (investment company)指符合说明市公司：业务资金投资证券土资产目 ——
(a) 分散投资风险
(b) 理该等资产成果利益予成员
300 Financial Secretary may modify or exempt provisions in relation to investment company
(1) On application by an investment company the Financial Secretary may—
(a) modify in relation to the company any of the prohibitions or restrictions in section 297 298 or 299 or
(b) exempt the company from any of such prohibitions or restrictions
(2) The Financial Secretary may make a modification or exemption under subsection (1) subject to any terms and conditions that the Financial Secretary thinks fit
(3) In this section—
investment company (投资公司) means a listed company whose principal business consists of investing its funds in securities land or other assets with the aim of—
(a) spreading investment risk and
(b) giving its members the benefit of the results of the management of the assets
301 合法分派果
(1) 情况条适 ——
(a) 公司违反 ——
(i) 第297298299条
(ii) 第300条变通述条文订禁止限制
情况该公司中名成员作出分派部分分派
(b) 该项分派作出时该成员知道合理理相信该项分派该部分分派(视属情况定)违反述条文变通禁止限制情况作出
(2) 关分派现金形式作出关成员法律责公司付该项分派该部分分派(视属情况定)派出款项
(3) 关分派现金外形式作出关成员法律责公司支付笔款项款额须相等该项分派该部分分派(视属情况定)派出资产分派时价值
(4) 条影响情况施加公司成员求该成员该公司付合法分派予该成员资产法律责
(5) 条事宜适 ——
(a) 公司赎回回购身股份作出付款
(b) 公司违反第275条情况提供资助
301 Consequences of unlawful distribution
(1) This section applies if—
(a) a company makes a distribution or part of a distribution to one of its members in contravention of—
(i) section 297 298 or 299 or
(ii) a prohibition or restriction in that section as modified under section 300 and
(b) at the time of the distribution the member knows or has reasonable grounds for believing that the distribution or that part of the distribution (as the case may be) is made in contravention of that section or modified prohibition or restriction
(2) If the distribution is made in cash the member is liable to repay the distribution or that part of the distribution (as the case may be) to the company
(3) If the distribution is made otherwise than in cash the member is liable to pay to the company a sum equal to the value of the distribution or that part of the distribution (as the case may be) at the time of the distribution
(4) This section does not affect any obligation otherwise imposed on a member of a company to repay a distribution unlawfully made to the member
(5) This section does not apply in relation to—
(a) any payment made by a company in respect of the redemption or buyback by the company of shares in itself or
(b) any financial assistance given by a company in contravention of section 275
第3分部 —— 第2 分部补充条文
Division 3—Provisions Supplementary to Division 2
302 藉参公司财务报表提供分派
违反第297298299条第300条变通述条文订禁止限制情况分派款额须藉参第4分部指明财务报表述明财务项目厘定
302 Justification of distribution by reference to financial statements
The amount of a distribution that may be made without contravening section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300 is to be determined by reference to the financial items as stated in the financial statements specified in Division 4
303 相继分派
(1) 情况条适 ——
(a) 公司建议藉参某财务报表述明财务项目作出厘定作出分派
(b) 公司 ——
(i) 藉参该财务报表述明财务项目作出厘定作出次次分派
(ii) 拟备该财务报表某予第(3) 款指明资助作出第(4) 款指明付款
(2) 厘定建议违反第297298 299 条第300 条变通述条文订禁止限制情况分派款额目第302 条适犹建议分派款额分派资助付款款额加幅增加样
(3) 关资助 ——
(a) 公司分派利润中拨款提供资助
(b) 符合说明资助 ——
(i) 公司违反第5 部第5 分部情况提供
(ii) 提供该资助会减少公司净资产增加公司净负债
(4) 关付款 ——
(a) 公司回购身股份作出付款(分派利润拨款作出合法付款外)
(b) 公司作出属第257(5)条指明种类付款(分派利润拨款作出合法付款外)
(5) 条中 ——
负债 (liabilities)具第274(1)条予该词涵义
净负债 (net liabilities)提供资助公司言指公司负债总额超出公司资产总额数(紧接提供资助前公司会计纪录述明资产额负债额计算)
净资产 (net assets)提供资助公司言指公司资产总额超出公司负债总额数(紧接提供资助前公司会计纪录述明资产额负债额计算)
303 Successive distributions
(1) This section applies if—
(a) a company proposes to make a distribution pursuant to determinations made by reference to financial items as stated in any financial statements and
(b) the company—
(i) has made one or more prior distributions pursuant to determinations made by reference to financial items as stated in the financial statements or
(ii) since the financial statements were prepared has given financial assistance specified in subsection (3) or has made a payment specified in subsection (4)
(2) Section 302 applies for the purpose of determining the amount of the proposed distribution that may be made without contravening section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300 as if the amount of the proposed distribution were increased by the amount of the prior distributions financial assistance and other payments
(3) The financial assistance is—
(a) financial assistance that is given by the company out of its distributable profits or
(b) financial assistance—
(i) that is given by the company in contravention of Division 5 of Part 5 and
(ii) the giving of which reduces the company’s net assets or increases its net liabilities
(4) The payment is—
(a) a payment made by the company in respect of the buyback by the company of shares in itself (except a payment lawfully made otherwise than out of distributable profits) or
(b) a payment made by the company of any description specified in section 257(5) (except a payment lawfully made otherwise than out of distributable profits)
(5) In this section—
liabilities (负债) has the meaning given by section 274(1)
net assets (净资产) in relation to a company that gives any financial assistance means the amount by which the aggregate of the company’s assets exceeds the aggregate of its liabilities (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given)
net liabilities (净负债) in relation to a company that gives any financial assistance means the amount by which the aggregate of the company’s liabilities exceeds the aggregate of its assets (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given)
第4分部 —— 指明财务报表
Division 4—Specified Financial Statements
304 第302条目指明周年财务报表
(1) 第305306条规定外第302条目指明财务报表符合第(2)(3)(4)(5)(6)款董事财政年度拟备财务报表
(2) 述财务报表须属 ——
(a) 已根第429(1)条成员会提交公司省览者
(b) 已根第430(3)条送交名成员者
(3) 述财务报表须 ——
(a) 第9部第4分部第3次分部妥拟备
(b) 第9部第4分部第3次分部妥拟备第(8)款指明目属关重事宜外
(4) 公司核数师须已根第405条拟备关财务报表报告
(5) 核数师没关核数师报告予保留意见指出财务报表遵条例妥拟备该核数师须已作出书面陈述述明该核数师认该报告保留事宜第(8)款指明目言否事关重
(6) 第(5)款指书面陈述 ——
(a) 作出报告时间作出
(b) 须成员会提交公司省览送交根第430(3)条获送交核数师报告名成员
(7) 第(5)款指书面陈述该陈述关已建议分派目言属足够该书面陈述关特定种类分派该种类分派包含某项分派言作出该陈述时尚未建议该项分派该陈述属足够
(8) 第(3)(5)款指明目藉参关财务报表述明财务项目断定关分派否违反第297298299条第300条变通述条文订禁止限制目
304 Last annual financial statements specified for purposes of section 302
(1) Subject to sections 305 and 306 the financial statements specified for the purposes of section 302 are the financial statements prepared by the directors for the previous financial year in relation to which subsections (2) (3) (4) (5) and (6) are complied with
(2) The financial statements must—
(a) have been laid before the company in general meeting under section 429(1) or
(b) have been sent to every member under section 430(3)
(3) The financial statements must—
(a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 or
(b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 except only in relation to the matters that are not material for the purpose specified in subsection (8)
(4) The company’s auditor must have prepared a report on the financial statements under section 405
(5) If in the auditor’s report the auditor has not given an unqualified opinion to the effect that the financial statements have been properly prepared in compliance with this Ordinance the auditor must have given a written statement as to whether in the auditor’s opinion the matter in respect of which the report is qualified is material for the purpose specified in subsection (8)
(6) A written statement under subsection (5)—
(a) may be made at the time of the report or subsequently and
(b) must be laid before the company in general meeting or sent to every member to whom the auditor’s report is sent under section 430(3)
(7) A written statement under subsection (5) is sufficient for the purpose of a distribution to which it relates and that has been proposed If such a written statement relates to distributions of any particular description the statement is also sufficient for the purpose of a distribution included in those distributions even though the distribution has not been proposed at the time of the statement
(8) The purpose specified for subsections (3) and (5) is the purpose of determining by reference to the financial items as stated in the financial statements whether the distribution would be made in contravention of section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300
305 第302条目指明时财务报表
(1) 条情况适：假予分派款额藉参第304条指明财务报表述明财务项目断定该项分派便会违反第297298 299条第300条变通述条文订禁止限制
(2) 第302条目指明财务报表符合说明公司财务报表 ——
(a) 属市公司 ——
(i) 够财务项目款额作出合理判断属必需
(ii) 第(3)(5)(6)款该财务报表获符合
(b) 属公司够财务项目款额作出合理判断属必需
(3) 第(4)款规限关财务报表须 ——
(a) 第9部第4分部第3次分部妥拟备
(b) 第9部第4分部第3次分部妥拟备藉参该财务报表述明财务项目断定关分派否违反第297298299条第300条变通述条文订禁止限制目属关重事宜外
(4) 第(3)款指财务报表须第9部第4分部第3次分部妥拟备规定应财政年度拟备财务报表时须应该财务报表财政年度拟备事实作出必需变通
(5) 属关财务报表组成部分财务状况表 ——
(a) 须董事批准
(b) 须2名董事代表该等董事签署
(c) 须述明代表该等董事签署该财务状况表董事姓名
(6) 财务报表文须已处长交付登记
305 Interim financial statements specified for purposes of section 302
(1) This section applies where the distribution would be made in contravention of section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300 if the amount of distribution that may be made were determined by reference to the financial items as stated in the financial statements specified in section 304
(2) The financial statements specified for the purposes of section 302 are the company’s financial statements—
(a) in the case of a listed company—
(i) that is necessary to enable a reasonable judgement to be made as to the amounts of the financial items and
(ii) in relation to which subsections (3) (5) and (6) are complied with or
(b) in the case of any other company that is necessary to enable a reasonable judgement to be made as to the amounts of the financial items
(3) Subject to subsection (4) the financial statements must—
(a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 or
(b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 except only in relation to the matters that are not material for the purpose of determining by reference to the financial items as stated in the financial statements whether the distribution would be made in contravention of section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300
(4) The requirement under subsection (3) for any financial statements to be properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 has effect subject to any modification that is necessary for applying that requirement to the financial statements prepared otherwise than for a financial year
(5) A statement of financial position that forms part of the financial statements—
(a) must be approved by the directors
(b) must be signed by 2 directors on the directors’ behalf and
(c) must state the name of the directors who signed the statement on the directors’ behalf
(6) A copy of the financial statements must have been delivered to the Registrar for registration
306 第302 条目指明初步财务报表
(1) 关分派拟财务报表根第429(1)条成员会提交公司省览前根第430(3)条送交名成员前宣布第302条目指明财务报表符合说明公司财务报表 ——
(a) 属市公司 ——
(i) 够财务项目款额作出合理判断属必需
(ii) 第(2)(4)(5)(6)(7)款该财务报表获符合
(b) 属公司够财务项目款额作出合理判断属必需
(2) 第(3)款规限关财务报表须 ——
(a) 第9部第4分部第3次分部妥拟备
(b) 第9部第4分部第3次分部妥拟备第(8)款指明目言属关重事宜外
(3) 第(2)款指财务报表须第9部第4分部第3次分部妥拟备规定应财政年度拟备财务报表时须应该财务报表财政年度拟备事实作出必需变通
(4) 属关财务报表组成部分财务状况表 ——
(a) 须董事批准
(b) 须2名董事代表该等董事签署
(c) 须述明代表该等董事签署该财务状况表董事姓名
(5) 公司核数师须已拟备关财务报表报告述明该核数师认该财务报表否符合第(2)(a)款
(6) 核数师没关核数师报告予保留意见指出财务报表符合第(2)(a)款该核数师须已作出书面陈述述明该核数师认该报告保留事宜第(8)款指明目言否事关重
(7) 财务报表文财务报表核数师报告文第(6)款指书面陈述文须已处长交付登记
(8) 第(2)(6)款指明目藉参关财务报表述明财务项目断定关分派否违反第297298299条第300条变通述条文订禁止限制目
___________
306 Initial financial statements specified for purposes of section 302
(1) If the distribution is proposed to be declared before any financial statements are laid before the company in general meeting under section 429(1) or sent to every member under section 430(3) the financial statements specified for the purposes of section 302 are the company’s financial statements—
(a) in the case of a listed company—
(i) that are necessary to enable a reasonable judgement to be made as to the amounts of the financial items and
(ii) in relation to which subsections (2) (4) (5) (6) and (7) are complied with or
(b) in the case of any other company that are necessary to enable a reasonable judgement to be made as to the amounts of the financial items
(2) Subject to subsection (3) the financial statements must—
(a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 or
(b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 except only in relation to the matters that are not material for the purpose specified in subsection (8)
(3) The requirement under subsection (2) for any financial statements to be properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 has effect subject to any modification that is necessary for applying that requirement to any financial statements prepared otherwise than for a financial year
(4) A statement of financial position that forms part of the financial statements—
(a) must be approved by the directors
(b) must be signed by 2 directors on the directors’ behalf and
(c) must state the name of the directors who signed the statement on the directors’ behalf
(5) The company’s auditor must have prepared a report on the financial statements stating whether in the auditor’s opinion the financial statements satisfy subsection (2)(a)
(6) If in the auditor’s report the auditor has not given an unqualified opinion to the effect that the financial statements satisfy subsection (2)(a) the auditor must have given a written statement as to whether in the auditor’s opinion the matter in respect of which the report is qualified is material for the purpose specified in subsection (8)
(7) A copy of the financial statements of the auditor’s report of the financial statements and of any written statement under subsection (6) must have been delivered to the Registrar for registration
(8) The purpose specified for subsections (2) and (6) is the purpose of determining by reference to the financial items as stated in the financial statements whether the distribution would be made in contravention of section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300
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第7部
Part 7
债权证
(格式变更——2013年第1号编辑修订纪录)
Debentures
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
307 释义
部中 ——
登记支册 (branch register)指根第312条备存登记支册
债权证 (debenture)公司言 ——
(a) 包括该公司债券债务证券(该等债券债务证券否构成该公司资产押记)
(b) 第308311(2)(a)312331(1)(a)条第34分部外包括债权股证
债权证持登记册 (register of debenture holders)指根第308条备存登记册
307 Interpretation
In this Part—
branch register (登记支册) means a branch register kept under section 312
debenture (债权证) in relation to a company—
(a) includes bonds and any other debt securities of the company whether or not constituting a charge on the assets of the company and
(b) except in sections 308 311(2)(a) 312 and 331(1)(a) and Divisions 3 and 4 includes debenture stock
register of debenture holders (债权证持登记册) means a register kept under section 308
第2分部 —— 债权证持登记册
Division 2—Register of Debenture Holders
308 债权证持登记册
(1) 公司发行系列藉交付转债权证藉交付转债权股证该公司须备存份该等债权证持该等债权股证持登记册该登记册须中文英文备存
(2) 公司须详情记入债权证持登记册 ——
(a) 名债权证债权股证持姓名名称址
(b) 名持持债权证债权股证款额
(c) 作债权证债权股证持记入该登记册日期
(d) 债权证债权股证持日期
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
308 Register of debenture holders
(1) If a company issues a series of debentures or any debenture stock that are not transferable by delivery the company must keep in the English or Chinese language a register of the holders of the debentures or debenture stock
(2) A company must enter in the register of debenture holders—
(a) the name and address of each holder of debentures or debenture stock
(b) the amount of debentures or debenture stock held by each holder
(c) the date on which each person is entered in the register as a holder of debentures or debenture stock and
(d) the date on which any person ceases to be a holder of debentures or debenture stock
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
309 须处备存登记册
(1) 公司须债权证持登记册备存 ——
(a) 该公司注册办事处
(b) 根第657条订立规例订明方
(2) 公司须关债权证持登记册备存方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(3) 债权证持登记册备存方更改( 公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(4) 第(2)款规定公司情况债权证持登记册备存方通知处长 ——
(a) 分部生效日期#日开始存登记册言该登记册时刻备存该公司注册办事处
(b) ——
(i) 紧接该生效日期#前该公司前身条例第74A条施行备存某登记册
(ii) 该生效日期#日该登记册第308(1)条施行备存紧接该生效日期#前备存该登记册方作债权证持登记册
(5) 公司违反第(1)(2)(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
309 Place where register must be kept
(1) A company must keep its register of debenture holders at—
(a) the company’s registered office or
(b) a place prescribed by regulations made under section 657
(2) A company must notify the Registrar of the place at which the register of debenture holders is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of debenture holders is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change
(4) Subsection (2) does not require a company to notify the Registrar of the place at which the register of debenture holders is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this Division it has at all times been kept at the company’s registered office or
(b) if—
(i) immediately before that commencement date# the company kept a register for the purposes of section 74A of the predecessor Ordinance and
(ii) on and after that commencement date# that register is kept as a register of debenture holders for the purposes of section 308(1) at the place at which it was kept immediately before that commencement date#
(5) If a company contravenes subsection (1) (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
310 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司债权证持登记册
(2) 关登记册登记关公司债权证持订明方式提出求权根第657条订立规例免费查阅该登记册
(3) 订明方式提出求缴付订明费均权根第657条订立规例查阅关登记册
(4) 提出求缴付订明费均权根第657条订立规例获提供某公司债权证持登记册(部分)文
(5) 公司债权证持公司债权证持受讬提出求缴付订明费均权根第657条订立规例获提供保证该等债权证发行信讬契文件文
(6) 条中 ——
订明 (prescribed)指根第657条订立规例订明
310 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect the register of debenture holders of the company in accordance with regulations made under section 657
(2) A person who is registered in the register as a debenture holder of the company is entitled on request made in the prescribed manner and without charge to inspect the register in accordance with regulations made under section 657
(3) Any other person is entitled on request made in the prescribed manner and on payment of a prescribed fee to inspect the register in accordance with regulations made under section 657
(4) A person is entitled on request and on payment of a prescribed fee to be provided with a copy of the register of debenture holders of a company or any part of it in accordance with regulations made under section 657
(5) A debenture holder of a company or the trustee for all debenture holders of a company is entitled on request and on payment of a prescribed fee to be provided with a copy of any trust deed or any other document securing the issue of the debentures in accordance with regulations made under section 657
(6) In this section—
prescribed (订明) means prescribed by regulations made under section 657
311 闭封债权证持登记册权力
(1) 公司第(2)款发出通知债权证持登记册该登记册部分闭封段段期间年中闭封期合计超30日
(2) 第(1)款指通知 ——
(a) 第308(1)条述债权证债权股证认证券市场市公司发出 ——
(i) 须适该证券市场市规发出
(ii) 须藉份香港广泛流通报章广告发出
(b) 公司发出须藉份香港广泛流通报章广告发出
(3) 年言第(1)款述30日期间藉方法延长：该年关目召开会议亲出席代表出席(准许代表出席会议)债权证持中占该等债权证价值数者通决议保证该等债权证发行信讬契文件
(4) 第(1)款述30日期间年度延长段超30日额外期间段合计超30日额外期间
(5) 寻求查阅根条闭封登记册登记册部分该提出求关公司须应关求提供该公司公司秘书签署证明书述明该登记册该登记册部分闭封期间述明谁授权闭封
(6) 公司违反第(5)款该公司名责均属犯罪处第3级罚款
311 Power to close register of debenture holders
(1) A company may on giving notice in accordance with subsection (2) close its register of debenture holders or any part of it for any period or periods not exceeding in the whole 30 days in each year
(2) A notice for the purposes of subsection (1)—
(a) in the case of a company having any of the debentures or debenture stock mentioned in section 308(1) listed on a recognized stock market must be given—
(i) in accordance with the listing rules applicable to the stock market or
(ii) by advertisement in a newspaper circulating generally in Hong Kong and
(b) in the case of any other company must be given by advertisement in a newspaper circulating generally in Hong Kong
(3) The period of 30 days mentioned in subsection (1) may be extended in respect of any year by a resolution passed in that year by a majority in value of the debenture holders present in person or if proxies are permitted by proxy at a meeting summoned for the purpose or otherwise in accordance with the trust deed or any other document securing the issue of the debentures
(4) The period of 30 days mentioned in subsection (1) must not be extended for a further period or periods exceeding 30 days in the whole in any year
(5) A company must on demand provide any person seeking to inspect a register or part of a register that is closed under this section with a certificate signed by the company secretary of the company stating the period for which and by whose authority it is closed
(6) If a company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
312 债权证持登记支册
(1) 公司香港外方发行系列藉交付转债权证该等债权股证该公司章程细批准备存居债权证持债权股证持登记支册安排备存该登记支册
(2) 开始备存登记支册公司须行事15日符合指明格式通知交付处长登记该通知须述明备存该登记支册址
(3) 备存登记支册公司须备存该登记支册址更改15日更改该址事符合指明格式通知交付处长登记
(4) 公司违反第(2)(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
312 Branch register of debenture holders
(1) If a company issues in a place outside Hong Kong a series of debentures or any debenture stock that are not transferable by delivery the company may if it is authorized to do so by its articles cause to be kept there a branch register of the holders of the debentures or debenture stock who are resident there
(2) A company that begins to keep a branch register must deliver to the Registrar for registration a notice in the specified form within 15 days after doing so stating the address where the branch register is kept
(3) A company that keeps a branch register must deliver to the Registrar for registration a notice in the specified form of any change in the address where the branch register is kept within 15 days after the change
(4) If a company contravenes subsection (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
313 备存登记支册
(1) 登记支册备存方式须等条例规定备存关公司债权证持登记册(登记册)方式
(2) 某方备存登记支册公司根第311条闭封关登记册样方式闭封该登记支册该条述广告须该方广泛流通报章刊登
(3) 备存登记支册公司 ——
(a) 须安排备存该公司登记册方备存该登记支册复
(b) 须该登记支册作出记项15日 ——
(i) 该记项文传转注册办事处
(ii) 更新该登记支册复
(4) 条例目言登记支册复须视登记册部分
(5) 条例条文规限公司藉章程细备存登记支册事宜订立认合适条文
(6) 公司违反第(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
313 Keeping of branch register
(1) A branch register must be kept in the same manner in which the company’s register of debenture holders (the principal register) is by this Ordinance required to be kept
(2) A company that keeps a branch register may close it in the same manner in which the principal register may be closed under section 311 except that the advertisement mentioned in that section must be inserted in a newspaper circulating generally in the place in which the branch register is kept
(3) A company that keeps a branch register—
(a) must cause a duplicate of it to be kept at the place at which the company’s principal register is kept and
(b) must within 15 days after an entry is made in the branch register—
(i) transmit a copy of the entry to its registered office and
(ii) update the duplicate of the branch register
(4) A duplicate of a branch register is to be regarded for all the purposes of this Ordinance as part of the principal register
(5) Subject to the provisions of this Ordinance a company may by its articles make any provision that it thinks fit respecting the keeping of branch registers
(6) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
314 登记支册登记债权证交易
(1) 某公司登记支册登记债权证须该公司债权证持登记册登记债权证区分
(2) 关某登记支册登记债权证交易该项登记持续效期间登记册登记
314 Transactions in debentures registered in branch register
(1) The debentures registered in a branch register of a company must be distinguished from those registered in the company’s register of debenture holders
(2) No transaction with respect to any debentures registered in a branch register may during the continuance of that registration be registered in any other register
315 中止登记支册
(1) 公司中止登记支册
(2) 某公司中止登记支册该登记支册记项均须转移 ——
(a) 该公司香港外方备存登记支册
(b) 该公司债权证持登记册
(3) 某公司中止登记支册该公司须行事15日符合指明格式通知交付处长登记告知处长事项 ——
(a) 中止该登记支册
(b) 关记项转移登记册
(4) 公司违反第(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
315 Discontinuance of branch register
(1) A company may discontinue a branch register
(2) If a company discontinues a branch register all the entries in that register must be transferred to—
(a) some other branch register kept in the same place outside Hong Kong by the company or
(b) the company’s register of debenture holders
(3) If a company discontinues a branch register it must within 15 days after the discontinuance deliver to the Registrar for registration a notice in the specified form informing the Registrar of—
(a) the discontinuance and
(b) the register to which the entries have been transferred
(4) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
第3分部 —— 债权证债权股证配发
Division 3—Allotment of Debentures or Debenture Stock
316 配发申报书
(1) 公司须债权证债权股证配发月符合第(2)款配发申报书交付处长登记
(2) 申报书 ——
(a) 须符合指明格式
(b) 须述明 ——
(i) 配发债权证债权股证款额
(ii) 名获配发者姓名名称址
(iii) 该等债权证债权股证配发日期
(iv) 该等债权证债权股证赎回日期
(2A) 关债权证债权股证藉交付转第(2)(b)(ii)款适 (2018年第35号第28条增补)
(3) 公司违反第(1)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(4) 公司没债权证债权股证配发月交付符合第(2)款申报书原讼法庭应该公司责申请交付该申报书限期延长段原讼法庭决定期间
(5) 原讼法庭须信纳事项方根第(4)款延长限期 ——
(a) 关公司没交付申报书属意外心失
(b) 延长限期公正公
(6) 原讼法庭延长交付申报书限期关公司责已第(3)款指罪行招致法律责告终绝第(1)款犹提述月提述该延长限期情况具效力
316 Return of allotment
(1) Within one month after an allotment of debentures or debenture stock a company must deliver to the Registrar for registration a return of the allotment that complies with subsection (2)
(2) A return—
(a) must be in the specified form and
(b) must state—
(i) the amount of debentures or debenture stock allotted
(ii) the name and address of each allottee
(iii) the date of allotment of debentures or debenture stock and
(iv) the date of redemption of debentures or debenture stock
(2A) Subsection (2)(b)(ii) does not apply if the debentures or debenture stock are transferable by delivery (Added 35 of 2018 s 28)
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(4) If a company fails to deliver a return that complies with subsection (2) within one month after an allotment of debentures or debenture stock the Court may on application by the company or a responsible person of the company extend the period for delivery of the return by a period determined by the Court
(5) The Court may extend a period under subsection (4) only if it is satisfied—
(a) that failure to deliver the return was accidental or due to inadvertence or
(b) that it is just and equitable to extend the period
(6) If the Court extends the period for delivery of a return any liability already incurred by the company or a responsible person of the company for an offence under subsection (3) is extinguished and subsection (1) has effect as if the reference to one month were a reference to the extended period
317 配发登记
(1) 公司须切实行范围快登记债权证债权股证配发须配发日期2月作出登记登记方式债权证持登记册记入第308(2)条述资料
(2) 公司没债权证债权股证配发日期2月登记该项配发该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
317 Registration of allotment
(1) A company must register an allotment of debentures or debenture stock as soon as practicable and in any event within 2 months after the date of the allotment by entering in its register of debenture holders the information mentioned in section 308(2)
(2) If a company fails to register an allotment of debentures or debenture stock within 2 months after the date of the allotment the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
318 配发发出债权证债权股证证明书
(1) 公司须债权证债权股证配发2月 ——
(a) (属债权证配发)制成该等债权证备妥该等债权证供交付
(b) (属债权股证配发)制成该等债权股证证明书备妥该等证明书供交付
(2) 债权证债权股证配发条件规定第(1)款适
(3) 公司违反第(1)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
318 Issue of debenture or certificate for debenture stock on allotment
(1) Within 2 months after an allotment of debentures or debenture stock a company must—
(a) in the case of an allotment of debentures complete the debentures and have them ready for delivery or
(b) in the case of an allotment of debenture stock complete the certificates for the debenture stock and have them ready for delivery
(2) Subsection (1) does not apply if the conditions of allotment of the debentures or debenture stock provide otherwise
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
319 关交付债权证债权股证证明书原讼法庭命令
(1) 公司债权证债权股证配发违反第318条权获该等债权证该等债权股证证明书该公司送达通知求该公司10日该等债权证证明书交付该
(2) 第(1)款指通知某日送达公司该公司没该日10日交付关债权证证明书关士原讼法庭申请第(3)款指命令
(3) 原讼法庭应第(2)款指申请作出项命令指示关公司高级员该命令指明限期关债权证证明书交付关士
(4) 述命令规定关申请讼费附带费均须关公司关违反行负责该公司高级员承担
319 Court order for delivery of debenture or certificate for debenture stock
(1) If a company contravenes section 318 in relation to an allotment of debentures or debenture stock a person entitled to the debentures or certificates for the debenture stock may serve a notice on the company requiring it to deliver the debentures or certificates to the person within 10 days
(2) If a company on which a notice has been served under subsection (1) does not deliver the debentures or certificates within 10 days after service of the notice the person may apply to the Court for an order under subsection (3)
(3) On an application under subsection (2) the Court may make an order directing the company and any officer of the company to deliver the debentures or certificates to the person within the period specified in the order
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention
第4分部 —— 债权证债权股证转
Division 4—Transfer of Debentures or Debenture Stock
320 关转文书规定
(1) 非份妥善转文书已交付公司否该公司登记该公司债权证债权股证转
(2) 项获债权证债权股证权利已藉法律施行传转予某公司该登记债权证持权力受第(1)款影响
320 Requirement for instrument of transfer
(1) A company must not register a transfer of debentures or debenture stock of the company unless a proper instrument of transfer has been delivered to the company
(2) Subsection (1) does not affect any power of a company to register as a debenture holder a person to whom the right to debentures or debenture stock has been transmitted by operation of law
321 登记转拒绝登记
(1) 公司债权证债权股证受出均该公司提交关转书
(2) 关转书提交2 月关公司须 ——
(a) 登记关转
(b) 拒绝登记关转通知送交关受出
(3) 公司违反第(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
321 Registration of transfer or refusal of registration
(1) The transferee or transferor of debentures or debenture stock of a company may lodge the transfer with the company
(2) Within 2 months after the transfer is lodged the company must either—
(a) register the transfer or
(b) send the transferee and the transferor notice of refusal to register the transfer
(3) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
322 转证明
(1) 公司债权证债权股证转文书作出证明 ——
(a) 该公司基信赖该证明行事作出项陈述容该公司已获出示文件该等文件证明该等债权证债权股证权属该转文书列名出
(b) 非项容该出该等债权证债权股证具权陈述
(2) 某基某公司疏忽作出虚假证明信赖行事该公司该法律责犹该项证明欺诈作出该公司便须负法律责样
(3) 条言转文书载 ——
(a) certificate lodged字样具相意思英文中文文字
(b) 具实际表面权限代表公司证明转该等文字方旁边作出签署简签
该转文书属该公司证明
(4) 非相反证明成立否 ——
(a) 第(3)(b)款述转文书载签署简签某签署简签该签署简签须视该签署简签
(b) 该签署简签须视该加该转文书具实际表面权限代表关公司证明转该签署简签加该转文书
322 Certification of transfer
(1) The certification by a company of an instrument of transfer of any debentures or debenture stock of the company—
(a) is a representation by the company to any person acting on the faith of the certification that documents have been produced to the company that evidence title to the debentures or debenture stock in the transferor named in the instrument and
(b) is not a representation that the transferor has any title to the debentures or debenture stock
(2) If a person acts on the faith of a false certification by a company made negligently the company is under the same liability to the person as if the certification had been made fraudulently
(3) For the purposes of this section an instrument of transfer is certified by a company if it bears—
(a) the words certificate lodged or words to the same effect in English or Chinese and
(b) under or adjacent to those words the signature or initials of a person having the actual or apparent authority to certify transfers on behalf of the company
(4) Unless the contrary is proved a signature or initials appearing on an instrument of transfer as mentioned in subsection (3)(b) must be regarded—
(a) as the signature or initials of the person whose signature or initials they purport to be and
(b) as having been placed on the instrument by that person or by another person who has the actual or apparent authority to use the signature or initials for the purpose of certifying transfers on behalf of the company
323 转发出债权证债权股证证明书
(1) 公司须第(2)款指明限期 ——
(a) (属债权证转)制成该等债权证备妥该等债权证供交付
(b) (属债权股证转)制成该等债权股证证明书备妥该等证明书供交付
(2) ——
(a) 私公司言述限期该公司提交关转书日期2月
(b) 公司言述限期该公司提交关转书日期10营业日
(3) ——
(a) 关债权证债权股证发行条件规定
(b) 没转缴付印花税
(c) 转属效
(d) 关公司权拒绝登记拒绝登记
第(1)款适该转
(4) 公司违反第(1)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(5) 条中 ——
营业日 (business day)指认证券市场营业进行证券交易业务日子
323 Issue of debenture or certificate for debenture stock on transfer
(1) Within the period specified in subsection (2) a company must—
(a) in the case of a transfer of debentures complete the debentures and have them ready for delivery or
(b) in the case of a transfer of debenture stock complete the certificates for the debenture stock and have them ready for delivery
(2) The period is—
(a) for a private company 2 months after the day on which the transfer is lodged with the company
(b) for any other company 10 business days after the day on which the transfer is lodged with the company
(3) Subsection (1) does not apply to a transfer if—
(a) the conditions of issue of the debentures or debenture stock provide otherwise
(b) stamp duty has not been paid in respect of the transfer
(c) the transfer is invalid or
(d) the company being entitled to do so refuses to register the transfer
(4) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(5) In this section—
business day (营业日) means a day on which a recognized stock market is open for the business of dealing in securities
324 关交付债权证债权股证证明书原讼法庭命令
(1) 公司债权证债权股证转违反第323条权获该等债权证该等债权股证证明书该公司送达通知求该公司10日该等债权证证明书交付该
(2) 第(1)款指通知某日送达公司该公司没该日10日交付关债权证证明书关士原讼法庭申请第(3)款指命令
(3) 原讼法庭应第(2)款指申请作出项命令指示关公司高级员该命令指明限期关债权证证明书交付关士
(4) 述命令规定关申请讼费附带费均须关公司关违反行负责高级员承担
324 Court order for delivery of debenture or certificate for debenture stock
(1) If a company contravenes section 323 in relation to a transfer of debentures or debenture stock a person entitled to the debentures or certificates for the debenture stock may serve a notice on the company requiring it to deliver the debentures or certificates to the person within 10 days
(2) If a company on which a notice has been served under subsection (1) does not deliver the debentures or certificates within 10 days after service of the notice the person may apply to the Court for an order under subsection (3)
(3) On an application under subsection (2) the Court may make an order directing the company and any officer of the company to deliver the debentures or certificates to the person within the period specified in the order
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention
第5分部 —— 杂项条文
Division 5—Miscellaneous Provisions
325 遗嘱认证书批等证
债权证转获债权证权利传转言文件公司出示法律该文件某死者遗嘱认证书某死者遗产理书批充分证明该公司须接受该文件该项批充分证
325 Evidence of grant of probate etc
For the purposes of a transfer of debentures or transmission of the right to debentures a company must accept as sufficient evidence of the grant of probate of the will or letters of administration of a deceased person the production to the company of a document that is by law sufficient evidence of that grant
326 根公司订立文书须备存债权证持登记册格式
(1) 条适根公司订立某文书须备存债权证持登记册
(2) 关文书某条文规定关登记册须阅形式备存该条文须解释规定该登记册须述形式备存 ——
(a) 阅形式
(b) 阅形式重现非阅形式
326 Form of register of holders of debentures kept under instrument made by company
(1) This section applies to a register of holders of debentures that is required to be kept under an instrument made by a company
(2) If a provision of the instrument requires the register to be kept in a legible form the provision is to be construed as requiring the register to be kept either—
(a) in a legible form or
(b) in a nonlegible form capable of being reproduced in a legible form
327 永久债权证
(1) 衡法相反规定载债权证条件载保证债权证发行契条件会仅该条件该等债权证符合说明效 ——
(a) 赎回
(b) 某事件发生时赎回(该事件发生性低)
(c) 某段期限届满时赎回(该段期限长)
(2) 第(1)款适时间发行债权证时间签立契
327 Perpetual debentures
(1) Despite any rule of equity to the contrary a condition contained in any debentures or in a deed securing the issue of any debentures is not invalid only because the debentures are by the condition made—
(a) irredeemable
(b) redeemable only on the happening of a contingency (however remote) or
(c) redeemable only on the expiration of a period of time (however long)
(2) Subsection (1) applies to debentures whenever issued and to deeds whenever executed
328 重新发行已赎回债权证权力
(1) 公司已条生效日期#前日赎回发行债权证条适
(2) 非情况否公司具权力藉重新发行相债权证藉发行新债权证作取代重新发行已赎回债权证须视具该权力 ——
(a) 该公司章程细该公司订立合约载相反条文(明订隐含)
(b) 该公司已藉通项决议表明取消该等债权证意藉作表明该意
(3) 公司已赎回债权证重新发行权享该等债权证权利享须视享样优先权犹该等债权证未赎回样
(4) 重新发行已赎回债权证(重新发行条生效日期#前日进行) ——
(a) 印花税言须视新债权证发行
(b) 限制发行债权证款额数目条文言视新债权证发行
(5) 债权证根条重新发行似已加盖印花该等债权证作保证贷出款项强制执行该持保证法律程序中提出该等债权证作证
(6) 某根第(5)款强制执行该持保证法律程序中提出关债权证作证根印花税条例(第117章)须重新发行债权证缴付印花税罚款须关公司缴付
(7) 关士已知悉关债权证未加盖印花非该疏忽已发觉事第(5)(6)款适
(8) 1933年7月1日前已赎回债权证该日期日重新发行该重新发行损害(须视损害)会根该日期前设定揭押记享权利优先权
_____________________
编辑附注：
# 生效日期：2014年3月3日
328 Power to reissue redeemed debentures
(1) This section applies if a company has whether before on or after the commencement date# of this section redeemed any debentures previously issued
(2) A company has and is to be regarded as always having had the power to reissue redeemed debentures either by reissuing the same debentures or by issuing new debentures in their place unless—
(a) a provision to the contrary (express or implied) is contained in the company’s articles or any contract made by the company or
(b) the company has by passing a resolution to that effect or by any other act manifested its intention that the debentures are to be cancelled
(3) On a reissue of any redeemed debentures a person entitled to the debentures has and is to be regarded as always having had the same priorities as if the debentures had never been redeemed
(4) A reissue of redeemed debentures whether before on or after the commencement date# of this section—
(a) is to be regarded as an issue of new debentures for the purposes of stamp duty and
(b) is not to be regarded as an issue of new debentures for the purposes of any provision limiting the amount or number of debentures to be issued
(5) A person lending money on the security of any debentures reissued under this section that appear to be stamped may give the debentures in evidence in any proceedings for enforcing the person’s security
(6) If a person gives the debentures in evidence in any proceedings for enforcing the person’s security under subsection (5) the stamp duty and penalty payable under the Stamp Duty Ordinance (Cap 117) in respect of the reissue of the debentures are to be paid by the company
(7) Subsections (5) and (6) do not apply if the person had notice or but for the person’s negligence might have discovered that the debentures were not stamped
(8) If any debentures redeemed before 1 July 1933 are reissued on or after that date the reissue does not prejudice and is to be regarded as never having prejudiced any right or priority that a person would have had under or by virtue of any mortgage or charge created before that date
_____________________
Editorial Note
# Commencement date 3 March 2014
329 存放债权证保证贷款
公司条生效日期#前日存放债权证保证时帐户帐户贷款该等债权证然存放时仅该公司帐户已出现贷视已赎回
_____________________
编辑附注：
# 生效日期：2014年3月3日
329 Deposit of debentures to secure advances
If a company has whether before on or after the commencement date# of this section deposited any of its debentures to secure advances from time to time on current account or otherwise the debentures are not to be regarded as having been redeemed only because the account of the company has ceased to be in debit while the debentures remained so deposited
_____________________
Editorial Note
# Commencement date 3 March 2014
330 强制履行认购债权证合约
份承购公司债权证该等债权证付款该公司订立合约藉强制履行令予强制执行
330 Specific performance of contracts to subscribe for debentures
A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance
331 原讼法庭命令举行债权证持会议
(1) 持 ——
(a) 构成公司发行系列享等权益债权证中部分债权证
(b) 公司债权股证
条适该
(2) 条适持(该单独联持)关公司债权证价值少指明百分该原讼法庭提出申请求举行该公司债权证持会议该等债权证持受讬发出指示
(3) 第(2)款关债权证保证该等债权证发行信讬契文件豁
(4) 条中 ——
指明百分 (specified percentage)指 ——
(a) 10
(b) 关债权证保证该等债权证发行信讬契文件中订定较高百分
331 Court may order meeting of debenture holders
(1) This section applies to any person who holds—
(a) any debentures that form part of a series issued by a company and rank equally with the other debentures of that series or
(b) any debenture stock of a company
(2) If a person to whom this section applies either alone or jointly with any other such person holds at least the specified percentage of the value of the company’s debentures the person may apply to the Court for a meeting of the company’s debenture holders to be held to give directions to the trustee for the debenture holders
(3) Subsection (2) may be excluded by the debentures or the trust deeds or other documents securing the issue of the debentures
(4) In this section—
specified percentage (指明百分) means—
(a) 10 or
(b) the higher percentage that may be provided for in the debentures or the trust deeds or other documents securing the issue of the debentures
332 受讬债权证持法律责
(1) 载 ——
(a) 保证债权证发行信讬契条文
(b) 信讬契保证债权证持订立合约条文
述范围属效︰顾该信讬契中授予受讬权力权限酌情决定权条文(a)(b)段述条文会豁免该受讬未表现出该受讬身受讬须谨慎努力致违反信讬须负法律责会述情况违反信讬须负法律责弥偿该受讬
(2) 第(1)款 ——
(a) 会符合说明责解书失效︰受讬该责解书发出前作作方面效发出
(b) 会符合说明条文失效 ——
(i) 该责解书次关目召开会议获持价值少75数债权证持亲出席委代表(准许委代表话)出席表决意发出
(ii) 该责解书特定作作发出该责解书关受讬死亡时担关受讬时发出
(c) 会1984年8月31日时效条文失效前提时权享该条文利益根第(3)款获予该条文利益维持担关信讬契受讬
(d) 会剥夺(c)段述条文效时作作获豁免该等作作获弥偿权利
(3) 信讬契受讬权享第(2)(c)(d)款保留条文利益时该条文利益第(4)款予 ——
(a) 该信讬契现时未受讬
(b) 该信讬契指名受讬建议获委该信讬契受讬
(4) 关利益须藉项决议予该决议须 ——
(a) 关信讬契召开会议
(b) (该信讬契未订定召开会议条文)原讼法庭批准方式召开会议
获持价值少75数债权证持亲出席委代表(准许委代表话)出席会议通
___________
332 Liability of trustees for debenture holders
(1) A provision contained in—
(a) a trust deed securing an issue of debentures or
(b) a contract with the holders of debentures secured by a trust deed
is void to the extent that it would exempt a trustee of the trust deed from or indemnify the trustee against liability for breach of trust for the trustee’s failure to show the degree of care and diligence required of the trustee as a trustee having regard to the provisions of the trust deed conferring on the trustee any powers authorities or discretions
(2) Subsection (1) does not—
(a) invalidate a release otherwise validly given in respect of anything done or omitted to be done by a trustee before the giving of the release
(b) invalidate any provision enabling such a release to be given—
(i) on being agreed to by a majority of at least 75 in value of the debenture holders present and voting in person or if proxies are permitted by proxy at a meeting summoned for the purpose and
(ii) either with respect to specific acts or omissions or on the trustee dying or ceasing to act
(c) invalidate any provision in force on 31 August 1984 so long as any person who is then entitled to the benefit of the provision or who is afterwards given the benefit of the provision under subsection (3) remains a trustee of the trust deed or
(d) deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by the person while any provision mentioned in paragraph (c) was in force
(3) While a trustee of a trust deed remains entitled to the benefit of a provision saved by subsection (2)(c) or (d) the benefit may be given in accordance with subsection (4) to—
(a) all present and future trustees of the trust deed or
(b) any named trustees or proposed trustees of the trust deed
(4) The benefit is to be given by a resolution passed by a majority of at least 75 in value of the debenture holders present in person or if proxies are permitted by proxy at a meeting summoned for the purpose—
(a) in accordance with the provisions of the trust deed or
(b) if the trust deed makes no provision for summoning meetings in a manner approved by the Court
___________
第8部
Part 8
押记登记
(格式变更——2013年第1号编辑修订纪录)
Registration of Charges
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
333 释义
(1) 部中 ——
押记 (charge)包括揭
理 (manager)包括根公司(清盘杂项条文)条例(第32章)第216条委公司注册非香港公司产业业务特理
(2) 部言 ——
(a) 注册非香港公司船舶飞机香港注册该船舶飞机实际处香港外方须视该公司香港财产
(b) 注册非香港公司船舶飞机香港外方注册该船舶飞机实际处香港境须视该公司香港外财产
(3) 第24分部中提述拥某项押记权益包括设立该项押记公司注册非香港公司
(4) 第23分部言交付登记份关某项押记文书副核证真实副属核证副 ——
(a) ——
(i) 交付该副登记公司注册非香港公司董事公司秘书
(ii) 该公司注册非香港公司目授权
(b) ——
(i) 拥该项押记权益
(ii) ——
(A) 拥权益然该拥权益目授权
(B) 拥权益法团体该拥权益目授权该拥权益董事公司秘书
(5) 第6分部中提述注册非香港公司已押记财产提述 ——
(a) 该公司香港境受该公司设立押记规限财产包括设立该项押记时香港境财产
(b) 该公司香港境财产该公司取该财产时该财产已受某项押记规限该公司取该财产时该财产香港境包括该财产
333 Interpretation
(1) In this Part—
charge (押记) includes mortgage
manager (理) excludes a special manager of the estate or business of a company or registered nonHong Kong company appointed under section 216 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(2) For the purposes of this Part—
(a) if a ship or aircraft of a registered nonHong Kong company is registered in Hong Kong it is to be regarded as property in Hong Kong of the company even though it is physically located outside Hong Kong and
(b) if a ship or aircraft of a registered nonHong Kong company is registered in a place outside Hong Kong it is to be regarded as property outside Hong Kong of the company even though it is physically located in Hong Kong
(3) In Divisions 2 and 4 a reference to a person interested in a charge excludes the company or registered nonHong Kong company creating the charge
(4) For the purposes of Divisions 2 and 3 a copy of an instrument in relation to a charge delivered for registration is a certified copy if it is certified as a true copy—
(a) by—
(i) a director or company secretary of the company or registered nonHong Kong company delivering the copy for registration or
(ii) a person authorized by that company or registered nonHong Kong company for the purpose or
(b) by—
(i) any other person interested in the charge or
(ii) in the case of—
(A) an interested person who is a natural person a person authorized by the interested person for the purpose or
(B) an interested person that is a body corporate a person authorized by the interested person for the purpose or a director or company secretary of the interested person
(5) In Division 6 a reference to the charged property of a registered nonHong Kong company is a reference to—
(a) the property in Hong Kong of the company and subject to a charge created by the company except property that was not in Hong Kong when the charge was created or
(b) the property in Hong Kong of the company and subject to a charge that subsisted when the property was acquired by the company except property that was not in Hong Kong when it was so acquired
第2分部 —— 设立指明押记该项押记登记责
Division 2—Obligation to Register Specified Charges after Creation
334 指明押记
(1) 分部中提述指明押记提述条生效日期#日设立述押记 ——
(a) 公司未催缴股设立押记
(b) 藉份文书设立证明押记该文书假名然签立便须作卖登记
(c) 土(位处)土权益设立押记包括该土产生租金定期款项设立押记
(d) 公司帐面债项设立押记
(e) 已催缴未缴付股款设立押记
(f) 股份发行价期应缴付未缴付分期付款设立押记
(g) 船舶船舶份额设立押记
(h) 飞机飞机份额设立押记
(i) 事宜设立押记 ——
(i) 商誉
(ii) 专利权根专利权发出特许
(iii) 商标
(iv) 版权根版权发出特许
(j) 公司业务财产设立浮动押记
(2) 第(1)(c)款言持赋予持享土设立押记权利债权证视项土权益
(3) 第(1)(d)款言 ——
(a) 存放份帐面债项支付作保证流转票作保证视该等帐面债项设立押记
(b) 公司笔款项存放处(该笔款项该公司存放该公司利益存放)该公司获款权利设立押记视该公司帐面债项设立押记
(4) 第(1)(d)(j)款言公司船东租船舶船东根租约须付款额转租运费行留置权视该公司帐面债项设立押记视该公司业务财产设立浮动押记
_____________________
编辑附注：
# 生效日期：2014年3月3日
334 Specified charge
(1) In this Division a reference to a specified charge is a reference to any of the following charges created on or after the commencement date# of this section—
(a) a charge on uncalled share capital of the company
(b) a charge created or evidenced by an instrument that if executed by a natural person would require registration as a bill of sale
(c) a charge on land (wherever situate) or any interest in land except a charge for any rent or other periodical sum issuing out of land
(d) a charge on book debts of the company
(e) a charge on calls made but not paid
(f) a charge on instalments due but not paid on the issue price of shares
(g) a charge on a ship or any share in a ship
(h) a charge on an aircraft or any share in an aircraft
(i) a charge on—
(i) goodwill
(ii) a patent or a licence under a patent
(iii) a trademark or
(iv) a copyright or a licence under a copyright
(j) a floating charge on the company’s undertaking or property
(2) For the purposes of subsection (1)(c) the holding of debentures entitling the holder to a charge on land is not to be regarded as an interest in the land
(3) For the purposes of subsection (1)(d)—
(a) the deposit by way of security of a negotiable instrument given to secure the payment of book debts is not to be regarded as a charge on those book debts and
(b) if a company maintains a deposit of money with another person (whether the money is deposited by the company or by any other person for the company’s benefit) a charge on the company’s right to repayment of the money is not to be regarded as a charge on book debts of the company
(4) For the purposes of subsection (1)(d) and (j) if a company charters a ship from a shipowner the shipowner’s lien on the subfreights for amounts due under the charter is not to be regarded as a charge on book debts of the company or as a floating charge on the company’s undertaking or property
_____________________
Editorial Note
# Commencement date 3 March 2014
335 公司须登记设立指明押记
(1) 公司须第(5)(a)款指明登记期关该公司设立项指明押记详情陈述连设立该项押记证明该项押记文书( 话) 核证副交付处长登记
(2) ——
(a) 公司设立项指明押记该项押记 ——
(i) 藉属债权证系列组成部分债权证提述载该项押记文书该债权证予(该债权证否载该项押记)
(ii) 载属债权证系列组成部分债权证藉该债权证提述文书该债权证予
(b) 名该债权证系列债权证持均该项押记权益享等权利
该公司第(5)(b)款指明登记期关该项押记详情陈述连第(4)款指明文书核证副交付处长登记该公司视已该项押记遵守第(1)款
(3) 拥指明押记权益 ——
(a) 第(5)(a)款指明登记期关该项押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(b) (属第(2)款情况)第(5)(b)款指明登记期关该项押记详情陈述连第(4) 款指明文书核证副交付处长登记
(4) ——
(a) (关指明押记藉提述某文书予) 第(2)(a)(i)款言关文书该文书
(b) 第(2)(a)(ii)款言关文书关债权证系列份债权证
(5) ——
(a) 第(1)(3)(a)款言 ——
(i) 登记期设立关指明押记日期月
(ii) 关指明押记香港外设立包含香港外财产登记期设立该项押记证明该项押记文书核证副(付出应努力发送)正常邮递程序香港接获日期月
(b) 第(2)(3)(b)款言 ——
(i) 关指明押记藉提述某文书予登记期签立该文书月没该文书登记期签立关债权证系列首份债权证月
(ii) 关指明押记香港外设立包含香港外财产登记期关指明文书核证副(付出应努力发送)正常邮递程序香港接获日期月
(6) 关指明押记详情陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(7) 拥指明押记权益已处长缴付登记关该项押记详情陈述订明费设立该项押记公司讨回该费
(8) 指明押记香港设立包含香港外某方财产需进步程序该项押记该方法律效效力根第(1)(2) (3)款设立意设立该项押记文书核证副交付处长登记
335 Company must register specified charge created by it
(1) A company must deliver a statement of the particulars of every specified charge created by the company together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (5)(a)
(2) Where—
(a) a specified charge created by a company—
(i) is given in a debenture forming part of a series by reference to any other instrument containing the charge (whether or not also contained in the debenture) or
(ii) is contained in a debenture forming part of a series (but not given in the debenture by reference to any other instrument) and
(b) every holder of the debentures of the series is entitled equally to the benefit of the charge
the company is to be regarded as having complied with subsection (1) in relation to the specified charge if the company delivers a statement of the particulars of the charge together with a certified copy of an instrument specified in subsection (4) to the Registrar for registration within the registration period specified in subsection (5)(b)
(3) A person interested in a specified charge—
(a) may deliver a statement of the particulars of the charge together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (5)(a) or
(b) may in the case of subsection (2) deliver a statement of the particulars of the charge together with a certified copy of an instrument specified in subsection (4) to the Registrar for registration within the registration period specified in subsection (5)(b)
(4) The instrument is—
(a) for the purposes of subsection (2)(a)(i) the instrument by reference to which the specified charge is given or
(b) for the purposes of subsection (2)(a)(ii) any one debenture of the series
(5) The registration period is—
(a) for the purposes of subsection (1) or (3)(a)—
(i) one month after the date on which the specified charge is created or
(ii) where the specified charge is created outside Hong Kong and comprising property situate outside Hong Kong one month after the date on which a certified copy of the instrument creating or evidencing that charge could if despatched with due diligence have been received in Hong Kong in due course of post and
(b) for the purposes of subsection (2) or (3)(b)—
(i) one month after the execution of the instrument by reference to which the specified charge is given or if there is no such instrument one month after the execution of the first debenture of the series or
(ii) where the specified charge is created outside Hong Kong and comprising property situate outside Hong Kong one month after the date on which a certified copy of the specified instrument could if despatched with due diligence have been received in Hong Kong in due course of post
(6) A statement of the particulars of a specified charge—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(7) If a person interested in a specified charge pays to the Registrar any prescribed fee for the registration of a statement of the particulars of the charge the fee is recoverable from the company creating the charge
(8) If a specified charge is created in Hong Kong and comprises property situate outside Hong Kong a certified copy of the instrument creating or purporting to create the charge may be delivered to the Registrar for registration under subsection (1) (2) or (3) even though further proceedings may be necessary to make that charge valid or effectual according to the law of the place in which the property is situate
336 注册非香港公司须登记设立指明押记
(1) 注册非香港公司须第(6)(a)款指明登记期关该公司香港境财产设立项指明押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(2) ——
(a) 注册非香港公司香港境财产设立项指明押记该项押记 ——
(i) 藉属债权证系列组成部分债权证提述载该项押记文书该债权证予(该债权证否载该项押记)
(ii) 载属债权证系列组成部分债权证藉该债权证提述文书该债权证予
(b) 名该债权证系列债权证持均该项押记权益享等权利
该公司第(6)(b)款指明登记期关该项押记详情陈述连第(4)款指明文书核证副交付处长登记该公司视已该项押记遵守第(1)款
(3) 拥指明押记权益 ——
(a) 第(6)(a)款指明登记期关该项押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(b) (属第(2)款情况) 第(6)(b)款指明登记期关该项押记详情陈述连第(4)款指明文书核证副交付处长登记
(4) ——
(a) (关指明押记藉提述某文书予)第(2)(a)(i)款言关文书该文书
(b) 第(2)(a)(ii)款言关文书关债权证系列份债权证
(5) 注册非香港公司某财产设立押记时该财产香港境第(1)(2)款适该项押记
(6) ——
(a) 第(1)(3)(a)款言登记期设立关指明押记日期月
(b) 第(2) (3)(b)款言 ——
(i) 关指明押记藉提述某文书予登记期签立该文书月
(ii) 没该文书登记期签立关债权证系列首份债权证月
(7) 关指明押记详情陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(8) 拥指明押记权益已处长缴付登记关该项押记详情陈述订明费设立该项押记注册非香港公司讨回该费
336 Registered nonHong Kong company must register specified charge created by it
(1) A registered nonHong Kong company must deliver a statement of the particulars of every specified charge created by the company on property in Hong Kong of the company together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (6)(a)
(2) Where—
(a) a specified charge created by a registered nonHong Kong company on property in Hong Kong of the company—
(i) is given in a debenture forming part of a series by reference to any other instrument containing the charge (whether or not also contained in the debenture) or
(ii) is contained in a debenture forming part of a series (but not given in the debenture by reference to any other instrument) and
(b) every holder of the debentures of the series is entitled equally to the benefit of the charge
the company is to be regarded as having complied with subsection (1) in relation to the specified charge if the company delivers a statement of the particulars of the charge together with a certified copy of an instrument specified in subsection (4) to the Registrar for registration within the registration period specified in subsection (6)(b)
(3) A person interested in a specified charge—
(a) may deliver a statement of the particulars of the charge together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (6)(a) or
(b) may in the case of subsection (2) deliver a statement of the particulars of the charge together with a certified copy of an instrument specified in subsection (4) to the Registrar for registration within the registration period specified in subsection (6)(b)
(4) The instrument is—
(a) for the purposes of subsection (2)(a)(i) the instrument by reference to which the specified charge is given or
(b) for the purposes of subsection (2)(a)(ii) any one debenture of the series
(5) Subsections (1) and (2) do not apply to a charge on property if the property was not in Hong Kong when the charge was created by the registered nonHong Kong company
(6) The registration period is—
(a) for the purposes of subsection (1) or (3)(a) one month after the date on which the specified charge is created and
(b) for the purposes of subsection (2) or (3)(b)—
(i) one month after the execution of the instrument by reference to which the specified charge is given or
(ii) if there is no such instrument one month after the execution of the first debenture of the series
(7) A statement of the particulars of a specified charge—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(8) If a person interested in a specified charge pays to the Registrar any prescribed fee for the registration of a statement of the particulars of the charge the fee is recoverable from the registered nonHong Kong company creating the charge
337 违反第335336条果
(1) 情况条适 ——
(a) 公司指明押记违反第335(1)条拥该项押记权益没根第335(3)条登记该项押记
(b) 注册非香港公司指明押记违反第336(1)条拥该项押记权益没根第336(3)条登记该项押记
(2) 第346条规定外关公司注册非香港公司名责均属犯罪
(3) 犯第(2)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 第346条规定外关公司注册非香港公司业务财产作出抵押指明押记授予范围该项押记相该公司注册非香港公司清盘债权言属效
(5) 第(4)款损害关付指明押记保证款合约责
(6) 项指明押记根第(4)款变效时贷款权求立付该项押记保证款 (2018年第35号第29条修订)
337 Consequences of contravention of section 335 or 336
(1) This section applies if—
(a) a company contravenes section 335(1) in relation to a specified charge and a person interested in the charge has not registered the charge under section 335(3) or
(b) a registered nonHong Kong company contravenes section 336(1) in relation to a specified charge and a person interested in the charge has not registered the charge under section 336(3)
(2) Subject to section 346 the company or registered nonHong Kong company and every responsible person of the company or registered nonHong Kong company commit an offence
(3) A person who commits an offence under subsection (2) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) Subject to section 346 the specified charge is void against any liquidator and creditor of the company or registered nonHong Kong company so far as any security on its undertaking or property is conferred by the charge
(5) Subsection (4) does not prejudice any contract or obligation for repayment of the money secured by the specified charge
(6) At the lender’s option the money secured by a specified charge becomes immediately payable when the charge becomes void under subsection (4)
第3分部 —— 登记原押记责
Division 3—Obligation to Register Existing Charges
338 公司须取财产原押记登记
(1) 情况条适 ——
(a) 公司取受押记规限财产
(b) 该项押记属种类假该公司取该财产该公司设立该公司便须第335(1)条规定关该项押记详情陈述交付登记者
(2) 公司须第(3)款指明登记期关关押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(3) 登记期 ——
(a) 取关财产程序完成日期月
(b) (关财产香港外关押记香港外设立)设立该项押记证明该项押记文书核证副(付出应努力发送)正常邮递程序香港接获日期月
(4) 关押记详情陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(5) 第346条规定外公司违反第(2)款该公司名责均属犯罪
(6) 犯第(5)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
338 Company must register charge existing on property acquired
(1) This section applies if—
(a) a company acquires property subject to a charge and
(b) the charge is of a kind that a statement of its particulars would have been required by section 335(1) to be delivered for registration had it been created by the company after the acquisition
(2) The company must deliver a statement of the particulars of the charge together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (3)
(3) The registration period is—
(a) one month after the date on which the acquisition is completed or
(b) where the property is situate and the charge was created outside Hong Kong one month after the date on which a certified copy of the instrument creating or evidencing the charge could if despatched with due diligence have been received in Hong Kong in due course of post
(4) A statement of the particulars of a charge—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(5) Subject to section 346 if a company contravenes subsection (2) the company and every responsible person of the company commit an offence
(6) A person who commits an offence under subsection (5) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
339 注册非香港公司须取财产原押记登记
(1) 情况条适 ——
(a) 注册非香港公司取受押记规限香港境财产
(b) 该项押记属种类假该注册非香港公司取该财产该公司设立该公司便须第336(1)条规定关该项押记详情陈述交付登记者
(2) 注册非香港公司取某财产时该财产香港境第(1)(a)款适规限该财产押记
(3) 注册非香港公司须第(4)款指明登记期关关押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(4) 登记期取关财产程序完成日期月
(5) 关押记详情陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(6) 第346条规定外注册非香港公司违反第(3)款该公司名责均属犯罪
(7) 犯第(6)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
339 Registered nonHong Kong company must register charge existing on property acquired
(1) This section applies if—
(a) a registered nonHong Kong company acquires property in Hong Kong subject to a charge and
(b) the charge is of a kind that a statement of its particulars would have been required by section 336(1) to be delivered for registration had it been created by the registered nonHong Kong company after the acquisition
(2) Subsection (1)(a) does not apply to a charge on property if the property was not in Hong Kong when the property was acquired by the registered nonHong Kong company
(3) The registered nonHong Kong company must deliver a statement of the particulars of the charge together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (4)
(4) The registration period is one month after the date on which the acquisition is completed
(5) A statement of the particulars of a charge—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(6) Subject to section 346 if a registered nonHong Kong company contravenes subsection (3) the company and every responsible person of the company commit an offence
(7) A person who commits an offence under subsection (6) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
340 注册非香港公司须公司根第16 部注册日期已财产设立押记登记
(1) 情况条适 ——
(a) 注册非香港公司根第16部注册日期该公司香港境 ——
(i) 受该公司设立押记规限财产
(ii) 受取该财产时已存押记规限财产
(b) 该项押记属种类假该公司根第16部注册该公司设立该公司该项注册取该财产该公司便须第336(1)339(3)条规定关该项押记详情陈述交付登记者
(2) 注册非香港公司须第(5)款指明登记期关关押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(3) 属第(1)(a)(i)款情况 ——
(a) 关押记 ——
(i) 藉属债权证系列组成部分债权证提述载该项押记文书该债权证予(该债权证否载该项押记)
(ii) 载属债权证系列组成部分债权证藉该债权证提述文书该债权证予
(b) 名该债权证系列债权证持均该项押记权益享等权利
关注册非香港公司第(5)款指明登记期关该项押记详情陈述连第(4)款指明文书核证副交付处长登记该公司视已该项押记遵守第(2)款
(4) ——
(a) (关押记藉提述某文书予)第(3)(a)(i)款言关文书该文书
(b) 第(3)(a)(ii)款言关文书关债权证系列份债权证
(5) 登记期注册非香港公司根第16部注册日期月
(6) 关押记详情陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(7) 第346条规定外注册非香港公司违反第(2)款该公司名责均属犯罪
(8) 犯第(7)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
340 Registered nonHong Kong company must register charge existing on property on date of company’s registration under Part 16
(1) This section applies if—
(a) a registered nonHong Kong company has on the date of its registration under Part 16 property in Hong Kong subject to—
(i) a charge created by the company or
(ii) a charge that subsisted when the property was acquired and
(b) the charge is of a kind that a statement of its particulars would have been required by section 336(1) or 339(3) to be delivered for registration had the charge been created by the company or had the property been acquired by the company after the company has been registered under Part 16
(2) The registered nonHong Kong company must deliver a statement of the particulars of the charge together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (5)
(3) If in the case of subsection (1)(a)(i)—
(a) the charge—
(i) is given in a debenture forming part of a series by reference to any other instrument containing the charge (whether or not also contained in the debenture) or
(ii) is contained in a debenture forming part of a series (but not given in the debenture by reference to any other instrument) and
(b) every holder of the debentures of the series is entitled equally to the benefit of the charge
the registered nonHong Kong company is to be regarded as having complied with subsection (2) in relation to the charge if that company delivers a statement of the particulars of the charge together with a certified copy of an instrument specified in subsection (4) to the Registrar for registration within the registration period specified in subsection (5)
(4) The instrument is—
(a) for the purposes of subsection (3)(a)(i) the instrument by reference to which the charge is given or
(b) for the purposes of subsection (3)(a)(ii) any one debenture of the series
(5) The registration period is one month after the date on which the registered nonHong Kong company is registered under Part 16
(6) A statement of the particulars of a charge—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(7) Subject to section 346 if a registered nonHong Kong company contravenes subsection (2) the company and every responsible person of the company commit an offence
(8) A person who commits an offence under subsection (7) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
第4分部 —— 登记债权证详情责
Division 4—Obligation to Register Other Particulars of Debentures
341 公司注册非香港公司须发行债权证详情登记
(1) 情况条适 ——
(a) 属债权证系列组成部分债权证中 ——
(i) 载公司注册非香港公司设立押记
(ii) 藉提述载公司注册非香港公司设立押记文书予该项押记
(b) 名该债权证系列债权证持均该项押记权益享等权利
(c) 关该项押记详情陈述须根第335(2)336(2)340(3)条交付登记
(2) 公司注册非香港公司须第(4)款指明登记期关述债权证系列次发行详情陈述交付处长登记
(3) 拥关押记权益第(4) 款指明登记期关某次发行债权证详情陈述交付处长登记
(4) ——
(a) 根第335(2)336(2)条交付登记关关押记详情陈述言 ——
(i) 债权证设立该项押记时发行登记期第335(5)(b)336(6)(b)条该项押记登记指明登记期
(ii) 属发行债权证登记期发行日期月
(b) 根第340(3)条交付登记关关押记详情陈述言 ——
(i) 债权证根第16 部注册日前发行登记期第340(5) 条该项押记登记指明登记期
(ii) 属发行债权证登记期发行日期月
(5) 关某次发行债权证详情陈述须符合指明格式
(6) 局限第23条原关某次发行债权证详情陈述须载该次发行日期款额
(7) 第346条规定外第(2)款遭违反拥关押记权益没根第(3)款关该次发行债权证详情陈述交付登记关公司注册非香港公司名责均属犯罪
(8) 犯第(7)款订罪行处第5 级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(9) 第(2)款遭违反已发行债权证效性受事影响
(10) 条中设立押记时提述提述——
(a) (该项押记藉提述某文书予)签立该文书时
(b) (没该文书)签立关债权证系列首份债权证时
341 Company or registered nonHong Kong company must register particulars of issue of debentures
(1) This section applies if—
(a) a debenture forming part of a series—
(i) contains a charge created by a company or registered nonHong Kong company or
(ii) gives a charge created by a company or registered nonHong Kong company by reference to any other instrument containing the charge
(b) every holder of the debentures of the series is entitled equally to the benefit of the charge and
(c) a statement of the particulars of the charge is required to be delivered for registration under section 335(2) 336(2) or 340(3)
(2) The company or registered nonHong Kong company must deliver a statement of the particulars of every issue of the debentures of the series to the Registrar for registration within the registration period specified in subsection (4)
(3) A person interested in the charge may deliver a statement of the particulars of an issue of debentures to the Registrar for registration within the registration period specified in subsection (4)
(4) The registration period is—
(a) if a statement of the particulars of the charge is delivered for registration under section 335(2) or 336(2)—
(i) in the case of an issue of debentures made at the time of the creation of the charge the registration period specified in relation to the registration of the charge in section 335(5)(b) or 336(6)(b) or
(ii) in the case of any subsequent issue of debentures one month after the date of the issue or
(b) if a statement of the particulars of the charge is delivered for registration under section 340(3)—
(i) in the case of an issue of debentures made on or before the registration under Part 16 the registration period specified in relation to the registration of the charge in section 340(5) or
(ii) in the case of any subsequent issue of debentures one month after the date of the issue
(5) A statement of the particulars of an issue of debentures must be in the specified form
(6) Without limiting section 23 a statement of the particulars of an issue of debentures must contain the date and the amount of the issue
(7) Subject to section 346 if subsection (2) is contravened and a person interested in the charge has not delivered a statement of the particulars of the issue of debentures for registration under subsection (3) the company or registered nonHong Kong company and every responsible person of the company or registered nonHong Kong company commit an offence
(8) A person who commits an offence under subsection (7) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(9) A contravention of subsection (2) does not affect the validity of the debentures issued
(10) In this section a reference to the time of the creation of a charge is a reference to the time of execution of—
(a) the instrument by reference to which the charge is given or
(b) if there is no such instrument the first debenture of the series
342 公司注册非香港公司须债权证佣金等详情登记
(1) 情况条适 ——
(a) 公司注册非香港公司直接间接支付提供佣金津贴折扣予作该作出事情代价 ——
(i) 条件条件认购该公司注册非香港公司债权证意认购该等债权证
(ii) 促致意促致条件条件认购该公司注册非香港公司债权证
(b) 该债权证 ——
(i) 设立押记证明押记
(ii) 属债权证系列组成部分载押记藉提述载押记文书予押记
(c) 该项押记该公司注册非香港公司设立
(d) 条文规定关该项押记详情陈述交付登记 ——
(i) 第335(1)条
(ii) 第336(1)条
(iii) 第340(2)条
(2) 公司注册非香港公司须第(6)(a) 款指明登记期关关佣金津贴折扣详情陈述交付处长登记
(3) ——
(a) 属第(1)(d)(i)款情况关关押记详情陈述根第335(2)条交付登记
(b) 属第(1)(d)(ii)款情况关关押记详情陈述根第336(2)条交付登记
关公司注册非香港公司第(6)(b)款指明登记期关关佣金津贴折扣详情陈述交付处长登记视已遵守第(2)款
(4) 属第(1)(d)(iii)款情况关关押记详情陈述根第340(3)条交付登记关注册非香港公司第(6)(c)款指明登记期关关佣金津贴折扣详情陈述交付处长登记视已遵守第(2)款
(5) 拥关押记权益 ——
(a) 第(6)(a)款指明登记期关关佣金津贴折扣详情陈述交付处长登记
(b) (属第(3)款情况)第(6)(b)款指明登记期关关佣金津贴折扣详情陈述交付处长登记
(6) ——
(a) 第(2)(5)(a)款言 ——
(i) 属第(1)(d)(i)款情况登记期第335(5)(a)条该项押记登记指明登记期
(ii) 属第(1)(d)(ii)款情况登记期第336(6)(a)条该项押记登记指明登记期
(iii) 属第(1)(d)(iii)款情况登记期第340(5)条该项押记登记指明登记期
(b) 第(3)(5)(b)款言 ——
(i) 债权证设立该项押记时发行登记期第335(5)(b)336(6)(b)条该项押记登记指明登记期
(ii) 属发行债权证登记期发行日期月
(c) 第(4)款言 ——
(i) 债权证根第16部注册日前发行登记期第340(5)条该项押记登记指明登记期
(ii) 属发行债权证登记期发行日期月
(7) 关佣金津贴折扣详情陈述须符合指明格式
(8) 条言存放债权证作公司注册非香港公司债项保证视折扣发行该等债权证
(9) 条中设立押记时提述提述 ——
(a) (该项押记藉提述某文书予)签立该文书时
(b) (没该文书)签立关债权证系列首份债权证时
342 Company or registered nonHong Kong company must register particulars of commission etc in relation to debentures
(1) This section applies if—
(a) any commission allowance or discount has been paid or made directly or indirectly by a company or registered nonHong Kong company to any person in consideration of the person—
(i) subscribing or agreeing to subscribe absolutely or conditionally for any debenture of the company or registered nonHong Kong company or
(ii) procuring or agreeing to procure absolute or conditional subscriptions for any debenture of the company or registered nonHong Kong company
(b) the debenture—
(i) creates or evidences a charge or
(ii) forms part of a series of debentures and either contains a charge or gives a charge by reference to any other instrument containing a charge
(c) the charge is created by the company or registered nonHong Kong company and
(d) a statement of the particulars of the charge is required to be delivered for registration under—
(i) section 335(1)
(ii) section 336(1) or
(iii) section 340(2)
(2) The company or registered nonHong Kong company must deliver a statement of the particulars of the commission allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(a)
(3) Where—
(a) in the case of subsection (1)(d)(i) a statement of the particulars of the charge is delivered for registration under section 335(2) or
(b) in the case of subsection (1)(d)(ii) a statement of the particulars of the charge is delivered for registration under section 336(2)
the company or registered nonHong Kong company is to be regarded as having complied with subsection (2) if it delivers a statement of the particulars of the commission allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(b)
(4) Where in the case of subsection (1)(d)(iii) a statement of the particulars of the charge is delivered for registration under section 340(3) the registered nonHong Kong company is to be regarded as having complied with subsection (2) if it delivers a statement of the particulars of the commission allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(c)
(5) A person interested in the charge—
(a) may deliver a statement of the particulars of the commission allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(a) or
(b) may in the case of subsection (3) deliver a statement of the particulars of the commission allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(b)
(6) The registration period is—
(a) for the purposes of subsection (2) or (5)(a)—
(i) in the case of subsection (1)(d)(i) the registration period specified in relation to the registration of the charge in section 335(5)(a)
(ii) in the case of subsection (1)(d)(ii) the registration period specified in relation to the registration of the charge in section 336(6)(a) or
(iii) in the case of subsection (1)(d)(iii) the registration period specified in relation to the registration of the charge in section 340(5)
(b) for the purposes of subsection (3) or (5)(b)—
(i) in the case of an issue of debentures made at the time of the creation of the charge the registration period specified in relation to the registration of that charge in section 335(5)(b) or 336(6)(b) or
(ii) in the case of any subsequent issue of debentures one month after the date of the issue or
(c) for the purposes of subsection (4)—
(i) in the case of an issue of debentures made on or before the registration under Part 16 the registration period specified in relation to the registration of that charge in section 340(5) or
(ii) in the case of any subsequent issue of debentures one month after the date of the issue
(7) A statement of the particulars of any commission allowance or discount must be in the specified form
(8) For the purposes of this section the deposit of any debenture as security for any debt of a company or registered nonHong Kong company is not to be regarded as an issue of debentures at a discount
(9) In this section a reference to the time of the creation of a charge is a reference to the time of execution of—
(a) the instrument by reference to which the charge is given or
(b) if there is no such instrument the first debenture of the series
343 违反第342条果
(1) 第346条规定外第342(2)条遭违反拥关押记权益没根第342(5)条关关佣金津贴折扣(视属情况定)详情陈述交付登记关公司注册非香港公司名责均属犯罪
(2) 犯第(1)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(3) 第342(2)条遭违反已发行债权证效性受事影响
343 Consequences of contravention of section 342
(1) Subject to section 346 if section 342(2) is contravened and a person interested in the charge has not delivered a statement of the particulars of the commission allowance or discount (as the case may be) for registration under section 342(5) the company or registered nonHong Kong company and every responsible person of the company or registered nonHong Kong company commit an offence
(2) A person who commits an offence under subsection (1) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(3) A contravention of section 342(2) does not affect the validity of the debentures issued
第5分部 —— 补充第234分部条文
Division 5—Provisions Supplementary to Divisions 2 3 and 4
344 登记证明书
(1) 公司注册非香港公司拥关押记权益根第23分部关该项押记详情陈述需附文书交付处长登记条适
(2) 登记述陈述需附文书处长须关公司注册非香港公司权益发出证明书核证已根第23分部登记关押记
(3) 登记证明书须处长签署
(4) 登记证明书部关登记规定已获符合确证
344 Certificate of registration
(1) This section applies if a statement of the particulars of a charge and the requisite accompanying instrument are delivered by a company or registered nonHong Kong company or by a person interested in the charge to the Registrar for registration under Division 2 or 3
(2) After registering the statement and the requisite accompanying instrument the Registrar must issue a certificate to the company or registered nonHong Kong company or to the interested person certifying registration of the charge under Division 2 or 3
(3) A certificate of registration must be signed by the Registrar
(4) A certificate of registration is conclusive evidence that the requirements of this Part as to registration have been satisfied
345 偿债项解等通知处长
(1) 情况条适 ——
(a) 藉已登记押记保证债项已全部部分偿付清偿
(b) 受已登记押记规限财产业务全部部分 ——
(i) 已解押记受该项押记规限
(ii) 已构成关公司注册非香港公司财产业务部分
(2) 关公司注册非香港公司承关押记享权利述偿付清偿解押记财产业务构成公司财产业务部分事通知处长
(3) 关通知 ——
(a) 须符合指明格式
(b) 须附订明费
(c) 须附处长证明关偿付清偿解押记财产业务构成公司财产业务部分事求文书核证副
(4) 处长基附述通知文书信纳关偿付清偿解押记财产业务构成公司财产业务部分事确发生处长该通知附文书处理方式须犹该通知文书处长交付登记样
(5) 条言文书副核证真实副属核证副 ——
(a) 承关押记享权利
(b) ——
(i) 承关押记享权利然获承该项押记享权利目授权
(ii) 承关押记享权利法团体 ——
(A) 获承关押记享权利目授权
(B) 承该项押记享权利董事公司秘书
(6) 条言押记属已登记押记 ——
(a) 符合说明押记 ——
(i) 已根第23分部关该项押记详情陈述需附文书交付处长登记
(ii) 处长已第27(1)条目记录载该陈述该文书资料
(b) 符合说明押记 ——
(i) 紧接分部生效日期#前已根前身条例第III部登记
(ii) 分部生效日期#日已根附表11具持续效力前身条例第III部登记
_____________________
编辑附注：
# 生效日期：2014年3月3日
345 Notification to Registrar of payment of debt release etc
(1) This section applies if—
(a) the debt secured by a registered charge has been paid or satisfied in whole or in part or
(b) the whole or any part of the property or undertaking subject to a registered charge—
(i) has been released from the charge or
(ii) has ceased to form part of the company’s or registered nonHong Kong company’s property or undertaking
(2) The company or registered nonHong Kong company or the mortgagee or person entitled to the charge may notify the Registrar of the payment satisfaction release or cessation
(3) A notification—
(a) must be in the specified form
(b) must be accompanied by the prescribed fee and
(c) must be accompanied by a certified copy of any instrument required by the Registrar for the purpose of evidencing the payment satisfaction release or cessation
(4) If the Registrar is satisfied from the instrument accompanying a notification that the payment satisfaction release or cessation did take place the Registrar must process the notification and the accompanying instrument in the same way as if they were delivered to the Registrar for registration
(5) For the purposes of this section a copy of an instrument is a certified copy if it is certified as a true copy by—
(a) the mortgagee or the person entitled to the charge or
(b) in the case of—
(i) a mortgagee or entitled person who is a natural person a person authorized by the mortgagee or entitled person for the purpose or
(ii) a mortgagee or entitled person that is a body corporate—
(A) a person authorized by the mortgagee or entitled person for the purpose or
(B) a director or company secretary of the mortgagee or entitled person
(6) For the purposes of this section a charge is a registered charge—
(a) if—
(i) a statement of the particulars of the charge and the requisite accompanying instrument have been delivered to the Registrar for registration under Division 2 or 3 and
(ii) the Registrar has recorded the information contained in the statement and in that instrument for the purposes of section 27(1) or
(b) if—
(i) immediately before the commencement date# of this Division the charge was registered under Part III of the predecessor Ordinance or
(ii) on or after the commencement date# of this Division the charge has been registered under Part III of the predecessor Ordinance having a continuing effect under Schedule 11
_____________________
Editorial Note
# Commencement date 3 March 2014
346 登记时限延展
(1) 原讼法庭应公司注册非香港公司拥关押记权益申请命令 ——
(a) 延展第335(5)336(6)338(3)339(4)340(5)341(4)342(6)条指明登记期
(b) 延展根附表11具持续效力前身条例第8082条(该条例第91条引伸适该第8082条)规定登记时限
(c) 延展根附表11具持续效力前身条例第91(5)条规定登记时限
(2) 原讼法庭认公正合宜条款条件根第(1)款作出命令
(3) 原讼法庭非信纳事宜否作出述命令 ——
(a) 出现第(5)款指明缺失 ——
(i) 属意外
(ii) 属心失充分致
(iii) 性质损害关公司注册非香港公司债权成员境况
(b) 基理予宽免公正公
(4) ——
(a) 原讼法庭根第(1)款某项押记债权证作出命令
(b) 第(5)款指明缺失延展期间时限纠正
第(6)款指明罪行条文订罪行已该项押记债权证登记招致法律责告终绝
(5) ——
(a) 第(1)(a)款言关缺失没关登记期交付第234分部规定陈述附文书
(b) 第(1)(b)款言关缺失 ——
(i) 没关时限交付根附表11第63(2)64(2)65(2)66(2)条具持续效力前身条例第8082条规定详情
(ii) 没关时限交付根附表11第63(4)(a)64(4)(a)65(4)66(4)条具持续效力前身条例第8082条规定陈述附文书
(c) 第(1)(c)款言关缺失 ——
(i) 没关时限交付根附表11第67(2)条具持续效力前身条例第91(5)条规定详情
(ii) 没关时限交付根附表11第67(4)条具持续效力前身条例第91(5)条规定陈述附文书
(6) ——
(a) 第(1)(a)款言关罪行条文第337(2)338(5)339(6)340(7)341(7)343(1)条
(b) 第(1)(b)款言关罪行条文根附表11具持续效力前身条例第8182条
(c) 第(1)(c)款言关罪行条文根附表11具持续效力前身条例第91(6)条
346 Extension of time for registration
(1) The Court may on application by the company or registered nonHong Kong company or by a person interested in the charge order that—
(a) the registration period specified in section 335(5) 336(6) 338(3) 339(4) 340(5) 341(4) or 342(6) be extended
(b) the time required for registration by section 80 or 82 of the predecessor Ordinance or that section as extended by section 91 of that Ordinance having a continuing effect under Schedule 11 be extended or
(c) the time required for registration by section 91(5) of the predecessor Ordinance having a continuing effect under Schedule 11 be extended
(2) The Court may make an order under subsection (1) on any terms and conditions that the Court thinks just and expedient
(3) The Court must not make an order unless the Court is satisfied that—
(a) the failure specified in subsection (5)—
(i) was accidental
(ii) was due to inadvertence or to some other sufficient cause or
(iii) is not of a nature to prejudice the position of creditors or members of the company or registered nonHong Kong company or
(b) it is just and equitable to grant the relief on other grounds
(4) If—
(a) the Court makes an order under subsection (1) in relation to a charge or debenture and
(b) the failure specified in subsection (5) is rectified within the extended period or time
any liability already incurred for an offence under the offence provision specified in subsection (6) in relation to the registration of the charge or debenture is extinguished
(5) The failure is—
(a) in the case of subsection (1)(a) a failure to deliver a statement as required under Division 2 3 or 4 or any accompanying instrument within that registration period
(b) in the case of subsection (1)(b) a failure to deliver—
(i) the particulars as required under section 80 or 82 of the predecessor Ordinance having a continuing effect under section 63(2) 64(2) 65(2) or 66(2) of Schedule 11 within that time or
(ii) a statement as required under section 80 or 82 of the predecessor Ordinance having a continuing effect under section 63(4)(a) 64(4)(a) 65(4) or 66(4) of Schedule 11 or any accompanying instrument within that time or
(c) in the case of subsection (1)(c) a failure to deliver—
(i) the particulars as required under section 91(5) of the predecessor Ordinance having a continuing effect under section 67(2) of Schedule 11 within that time or
(ii) a statement as required under section 91(5) of the predecessor Ordinance having a continuing effect under section 67(4) of Schedule 11 or any accompanying instrument within that time
(6) The offence provision is—
(a) in the case of subsection (1)(a) section 337(2) 338(5) 339(6) 340(7) 341(7) or 343(1)
(b) in the case of subsection (1)(b) section 81 or 82 of the predecessor Ordinance having a continuing effect under Schedule 11 or
(c) in the case of subsection (1)(c) section 91(6) of the predecessor Ordinance having a continuing effect under Schedule 11
347 已登记详情更正
(1) 原讼法庭应公司注册非香港公司拥关押记权益申请命令 ——
(a) 更正文件载详情中遗漏错误陈述 ——
(i) 根条文交付登记关某项押记详情陈述附文书 ——
(A) 第23分部
(B) 根附表11第63(4)(a)64(4)(a)65(4)66(4)条具持续效力前身条例第8082条该条例第91条适该第8082条
(C) 根附表11第67(4)条具持续效力前身条例第91(5)条
(ii) 根条文交付登记关某次发行债权证详情陈述关佣金津贴折扣详情陈述 ——
(A) 第4分部
(B) 根附表11第63(4)(a)64(4)(a)65(4)66(4)条具持续效力前身条例第8082条该条例第91条适该第8082条
(C) 根附表11第67(4)条具持续效力前身条例第91(5)条
(iii) 第345条指通知附文书
(iv) 前身条例第85条指备忘录
(b) 更正详情中遗漏错误陈述 ——
(i) 条生效日期#前根前身条例第808291(5)条交付登记关某项押记详情
(ii) 根附表11第63(2)64(2)65(2)66(2)67(2)条具持续效力前身条例第808291(5)条交付登记关某项押记详情
(2) 原讼法庭认公正合宜条款条件根第(1)款作出命令
(3) 原讼法庭非信纳事宜否作出述命令 ——
(a) 出现关遗漏错误陈述 ——
(i) 属意外
(ii) 属心失充分致
(iii) 性质损害关公司注册非香港公司债权成员境况
(b) 基理予宽免公正公
(4) 原讼法庭普通法规衡法原准许范围作出命令更正第(1)(a)(i)(iii)款述附文书载详情中遗漏错误陈述
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编辑附注：
# 生效日期：2014年3月3日
347 Rectification of registered particulars
(1) The Court may on application by the company or registered nonHong Kong company or by a person interested in the charge order that—
(a) an omission or misstatement of any particular in any of the following be rectified—
(i) a statement of the particulars of a charge or any accompanying instrument delivered for registration under—
(A) Division 2 or 3
(B) section 80 or 82 of the predecessor Ordinance or that section by virtue of section 91 of that Ordinance having a continuing effect under section 63(4)(a) 64(4)(a) 65(4) or 66(4) of Schedule 11 or
(C) section 91(5) of the predecessor Ordinance having a continuing effect under section 67(4) of Schedule 11
(ii) a statement of the particulars of an issue of debentures or a statement of the particulars of commission allowance or discount delivered for registration under—
(A) Division 4
(B) section 80 or 82 of the predecessor Ordinance or that section by virtue of section 91 of that Ordinance having a continuing effect under section 63(4)(a) 64(4)(a) 65(4) or 66(4) of Schedule 11 or
(C) section 91(5) of the predecessor Ordinance having a continuing effect under section 67(4) of Schedule 11
(iii) a notification or any accompanying instrument under section 345
(iv) a memorandum under section 85 of the predecessor Ordinance or
(b) an omission or misstatement of any of the following be rectified—
(i) any particular with respect to a charge delivered for registration before the commencement date# of this section under section 80 82 or 91(5) of the predecessor Ordinance
(ii) any particular with respect to a charge delivered for registration under section 80 82 or 91(5) of the predecessor Ordinance having a continuing effect under section 63(2) 64(2) 65(2) 66(2) or 67(2) of Schedule 11
(2) The Court may make an order under subsection (1) on any terms and conditions that the Court thinks just and expedient
(3) The Court must not make an order unless the Court is satisfied that—
(a) the omission or misstatement—
(i) was accidental
(ii) was due to inadvertence or to some other sufficient cause or
(iii) is not of a nature to prejudice the position of creditors or members of the company or registered nonHong Kong company or
(b) it is just and equitable to grant the relief on other grounds
(4) The Court may make an order to rectify an omission or misstatement of any particular in any accompanying instrument mentioned in subsection (1)(a)(i) or (iii) to the extent as permitted by common law rules and equitable principles
_____________________
Editorial Note
# Commencement date 3 March 2014
第6分部 —— 强制执行抵押通知处长
Division 6—Notice to Registrar of Enforcement of Security
348 委接理通知
(1) 取委公司财产注册非香港公司已押记财产接理命令根文书载权力委述接理该须该项命令根该权力作出委日期7日关该事实陈述交付处长登记
(2) 第(1)款指陈述须载 ——
(a) 获委接理姓名址
(b) 该身分证号码(该没身分证)该持护号码签发国家
(3) 第(1)款指陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(4) 违反第(1)款属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
348 Notice of appointment of receiver or manager
(1) If a person obtains an order for the appointment of a receiver or manager of the property of a company or the charged property of a registered nonHong Kong company or appoints such a receiver or manager under the powers contained in an instrument the person must within 7 days after the date of the order or of the appointment under those powers deliver a statement of that fact to the Registrar for registration
(2) A statement under subsection (1) must include—
(a) the name and address of the person appointed as receiver or manager and
(b) the number of that person’s identity card or if that person does not have an identity card the number and issuing country of any passport held by that person
(3) A statement under subsection (1)—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(4) If a person contravenes subsection (1) the person commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
349 承行财产权通知
(1) 承身分公司财产注册非香港公司已押记财产行权该须开始行权日期7日关该事实陈述交付处长登记
(2) ——
(a) 述然第(1)款指陈述须载 ——
(i) 该姓名址
(ii) 该身分证号码(该没身分证)该持护号码签发国家
(b) 述法团体第(1)款指陈述须载名称注册办事处办事处址
(3) 第(1)款指陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(4) 违反第(1)款属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
349 Notice of mortgagee entering into possession of property
(1) If a person enters into possession of the property of a company or the charged property of a registered nonHong Kong company as mortgagee the person must within 7 days after the date of entering into possession deliver a statement of that fact to the Registrar for registration
(2) A statement under subsection (1) must include—
(a) if the person is a natural person—
(i) the person’s name and address and
(ii) the number of the person’s identity card or if the person does not have an identity card the number and issuing country of any passport held by the person or
(b) if the person is a body corporate its name and the address of its registered or principal office
(3) A statement under subsection (1)—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(4) If a person contravenes subsection (1) the person commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
350 停接理承财产等通知
(1) 条适 ——
(a) 情况 ——
(i) 根第348(1)条交付处长陈述须载该详情
(ii) 第348条生效日期#前根前身条例第87(1)条交付处长通知须载该详情
(b) 情况 ——
(i) 根第349(1)条交付处长陈述须载该详情
(ii) 第349条生效日期#前根前身条例第87(2)条交付处长通知须载该详情
(2) 第(1)(a)款述停接理该须停日期7日关停事陈述交付处长登记
(3) 第(1)(b)款述关财产已押记财产该须该财产已押记财产7日关该事实陈述交付处长登记
(4) 关陈述通知载某详情该详情更改该须该项更改日期15日关该项更改陈述交付处长登记
(5) 情况第(4)款适 ——
(a) 第(1)(a)款述言 ——
(i) 该已停接理
(ii) 该已根第(2)款关停陈述交付处长已第348条生效日期#前根前身条例第87(4)条停事作出通知
(b) 第(1)(b)款述言 ——
(i) 该已关财产已押记财产
(ii) 该已根第(3)款关该事实陈述交付处长已第349条生效日期#前根前身条例第87(4)条该事实作出通知
(6) 第(2)(3)(4)款指陈述须符合指明格式
(7) 违反第(2)(3)(4)款属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
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编辑附注：
# 生效日期：2014年3月3日
350 Notice of cessation of appointment of receiver or manager or mortgagee going out of possession of property etc
(1) This section applies to—
(a) a person—
(i) whose particulars are required to be included in a statement delivered to the Registrar under section 348(1) or
(ii) whose particulars were before the commencement date# of section 348 required to be included in a notice delivered to the Registrar under section 87(1) of the predecessor Ordinance and
(b) a person—
(i) whose particulars are required to be included in a statement delivered to the Registrar under section 349(1) or
(ii) whose particulars were before the commencement date# of section 349 required to be included in a notice delivered to the Registrar under section 87(2) of the predecessor Ordinance
(2) If the person mentioned in subsection (1)(a) ceases to act as receiver or manager the person must within 7 days after the date of the cessation deliver a statement of the cessation to the Registrar for registration
(3) If the person mentioned in subsection (1)(b) goes out of possession of the property or charged property the person must within 7 days after going out of possession deliver a statement of that fact to the Registrar for registration
(4) If there is any change to the particulars of the person included in the statement or notice the person must within 15 days after the date of the change deliver a statement of that change to the Registrar for registration
(5) Subsection (4) does not apply if—
(a) in the case of a person mentioned in subsection (1)(a)—
(i) the person has ceased to act as receiver or manager and
(ii) the person has delivered a statement of the cessation to the Registrar under subsection (2) or has before the commencement date# of section 348 given notice of the cessation under section 87(4) of the predecessor Ordinance or
(b) in the case of a person mentioned in subsection (1)(b)—
(i) the person has gone out of possession of the property or charged property and
(ii) the person has delivered a statement of that fact to the Registrar under subsection (3) or has before the commencement date# of section 349 given notice of that fact under section 87(4) of the predecessor Ordinance
(6) A statement under subsection (2) (3) or (4) must be in the specified form
(7) If a person contravenes subsection (2) (3) or (4) the person commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
第7分部 —— 公司注册非香港公司纪录押记登记册
Division 7—Company’s and Registered NonHong Kong Company’s Records and Register of Charges
351 备存设立押记文书副责
(1) 公司须注册办事处根第657条订立规例订明方备存 ——
(a) 份设立该公司根部须予登记押记文书副
(b) 份设立该公司根前身条例第III部须予登记押记文书副
(2) 注册非香港公司须香港营业点根第356条订立规例订明方备存 ——
(a) 份设立该公司根部须予登记押记文书副
(b) 份设立该公司根前身条例第III部须予登记押记文书副
(3) ——
(a) 公司注册非香港公司发行系列债权证
(b) 该等债权证载该公司注册非香港公司根部根前身条例第III部须予登记押记
(c) 该等债权证条款相
该公司注册非香港公司第(1)(2)款备存该等债权证中份债权证副视已该等债权证遵守该款
(4) 公司注册非香港公司须 ——
(a) 第(1)(2)款述文书副首次备存某方15日该方通知处长
(b) 备存该文书副方更改15日该项更改通知处长
(4A) 第(4)(b)款适 ——
(a) 公司注册办事处址更改
(b) 注册非香港公司香港营业点址更改 (2018年第35号第30条增补)
(5) 第(4)(a)(b)款指通知须符合指明格式
(6) 第(4)(a)款规定公司注册非香港公司情况备存关文书副方通知处长 ——
(a) 条生效日期#日开始存副言该副时刻备存该公司注册办事处该注册非香港公司香港营业点
(b) ——
(i) 紧接该生效日期#前该公司该注册非香港公司前身条例第88条施行备存该文书副
(ii) 该生效日期#日该副第(1)(2)款施行备存紧接该生效日期#前备存该副方
(7) 第(1)(2)(4)款遭违反关公司注册非香港公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
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编辑附注：
# 生效日期：2014年3月3日
351 Obligation to keep copies of instruments creating charges
(1) A company must keep at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of every instrument creating a charge required to be registered by the company under this Part and
(b) a copy of every instrument creating a charge required to be registered by the company under Part III of the predecessor Ordinance
(2) A registered nonHong Kong company must keep at its principal place of business in Hong Kong or at a place prescribed by regulations made under section 356—
(a) a copy of every instrument creating a charge required to be registered by the company under this Part and
(b) a copy of every instrument creating a charge required to be registered by the company under Part III of the predecessor Ordinance
(3) Where—
(a) a series of debentures is issued by a company or registered nonHong Kong company
(b) the debentures contain a charge required to be registered by the company or registered nonHong Kong company under this Part or under Part III of the predecessor Ordinance and
(c) the terms of the debentures are the same
the company or registered nonHong Kong company is to be regarded as having complied with subsection (1) or (2) in relation to the debentures if it keeps a copy of one of the debentures in accordance with that subsection
(4) A company or registered nonHong Kong company—
(a) must within 15 days after a copy of an instrument mentioned in subsection (1) or (2) is first kept at a place notify the Registrar of the place and
(b) must within 15 days after there is a change in the place where a copy of such an instrument is kept notify the Registrar of the change
(4A) Subsection (4)(b) does not apply to a change of—
(a) the address of the company’s registered office or
(b) the address of the registered nonHong Kong company’s principal place of business in Hong Kong (Added 35 of 2018 s 30)
(5) A notification under subsection (4)(a) or (b) must be in the specified form
(6) Subsection (4)(a) does not require a company or registered nonHong Kong company to notify the Registrar of the place at which a copy of an instrument is kept—
(a) if in the case of a copy that came into existence on or after the commencement date# of this section it has at all times been kept at the company’s registered office or the registered nonHong Kong company’s principal place of business in Hong Kong or
(b) if—
(i) immediately before that commencement date# the company or registered nonHong Kong company kept a copy of the instrument for the purposes of section 88 of the predecessor Ordinance and
(ii) on and after that commencement date# that copy is kept for the purposes of subsection (1) or (2) at the place at which it was kept immediately before that commencement date#
(7) If subsection (1) (2) or (4) is contravened the company or registered nonHong Kong company and every responsible person of the company or registered nonHong Kong company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
352 公司备存押记登记册责
(1) 公司须方备存押记登记册 ——
(a) 该公司注册办事处
(b) 根第657条订立规例订明方
(2) 公司须 ——
(a) 押记登记册记入 ——
(i) 项明确影响该公司财产押记
(ii) 项该公司全部部分财产业务设立浮动押记
(b) (a)(i)(ii)段指明项押记押记登记册记入详情 ——
(i) 该项押记保证款额
(ii) 该项押记规限财产描述
(iii) (属记名证券外)该项押记享权利姓名名称
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(4) 公司高级员明知意授权准许遗漏作出根第(2)款须作出记项属犯罪处第5级罚款
352 Obligation of company to keep register of charges
(1) A company must keep a register of charges—
(a) at the company’s registered office or
(b) at a place prescribed by regulations made under section 657
(2) A company—
(a) must enter in its register of charges—
(i) every charge specifically affecting property of the company and
(ii) every floating charge on the whole or part of the company’s property or undertaking and
(b) must enter in its register of charges the following particulars in respect of every charge specified in paragraph (a)(i) and (ii)—
(i) the amount secured by the charge
(ii) a description of the property charged
(iii) except in the case of securities to bearer the names of the persons entitled to the charge
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(4) If an officer of the company knowingly and wilfully authorizes or permits the omission of an entry required to be made under subsection (2) the officer commits an offence and is liable to a fine at level 5
353 注册非香港公司备存押记登记册责
(1) 注册非香港公司须方备存押记登记册 ——
(a) 该公司香港营业点
(b) 根第356条订立规例订明方
(2) 注册非香港公司须 ——
(a) 押记登记册记入 ——
(i) 项该公司香港境财产设立押记
(ii) 项该公司取香港境财产设立押记
(b) (a)(i)(ii)段指明项押记押记登记册记入详情 ——
(i) 该项押记保证款额
(ii) 该项押记规限财产描述
(iii) (属记名证券外)该项押记享权利姓名名称
(3) 注册非香港公司财产设立押记时取关财产时该财产香港境第(2)款适该项押记
(4) 注册非香港公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(5) 注册非香港公司高级员明知意授权准许遗漏作出根第(2)款须作出记项属犯罪处第5级罚款
353 Obligation of registered nonHong Kong company to keep register of charges
(1) A registered nonHong Kong company must keep a register of charges—
(a) at the company’s principal place of business in Hong Kong or
(b) at a place prescribed by regulations made under section 356
(2) A registered nonHong Kong company—
(a) must enter in its register of charges—
(i) every charge created by the company on property in Hong Kong of the company and
(ii) every charge on property in Hong Kong that is acquired by the company and
(b) must enter in its register of charges the following particulars in respect of every charge specified in paragraph (a)(i) and (ii)—
(i) the amount secured by the charge
(ii) a description of the property charged
(iii) except in the case of securities to bearer the names of the persons entitled to the charge
(3) Subsection (2) does not apply to a charge on property if the property was not in Hong Kong when the charge was created by or the property was acquired by the registered nonHong Kong company
(4) If a registered nonHong Kong company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(5) If an officer of the registered nonHong Kong company knowingly and wilfully authorizes or permits the omission of an entry required to be made under subsection (2) the officer commits an offence and is liable to a fine at level 5
354 关押记登记册备存处通知
(1) 公司注册非香港公司须备存押记登记册方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(2) 备存押记登记册方更改(公司注册办事处址更改注册非香港公司香港营业点址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(3) 第(1)款规定公司注册非香港公司情况备存押记登记册方通知处长 ——
(a) 条生效日期#日开始存登记册言该登记册时刻备存 ——
(i) 该公司注册办事处
(ii) 该注册非香港公司香港营业点
(b) ——
(i) 紧接该生效日期#前该公司该注册非香港公司前身条例第89条施行备存某登记册
(ii) 该生效日期#日该登记册第352(1)353(1)条施行备存紧接该生效日期#前备存该登记册方作押记登记册
(4) 第(1)(2)款遭违反关公司注册非香港公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
354 Notification of place where register of charges is kept
(1) A company or registered nonHong Kong company must notify the Registrar of the place at which the register of charges is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place
(2) A company or registered nonHong Kong company must notify the Registrar of any change (other than a change of the address of the company’s registered office or registered nonHong Kong company’s principal place of business in Hong Kong) in the place at which the register of charges is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change
(3) Subsection (1) does not require a company or registered nonHong Kong company to notify the Registrar of the place at which the register of charges is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this section it has at all times been kept at—
(i) the company’s registered office or
(ii) the registered nonHong Kong company’s principal place of business in Hong Kong or
(b) if—
(i) immediately before that commencement date# the company or registered nonHong Kong company kept a register for the purposes of section 89 of the predecessor Ordinance and
(ii) on and after that commencement date# that register is kept as a register of charges for the purposes of section 352(1) or 353(1) at the place at which it was kept immediately before that commencement date#
(4) If subsection (1) or (2) is contravened the company or registered nonHong Kong company and every responsible person of the company or registered nonHong Kong company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
355 查阅权利
(1) 公司成员债权订明方式提出求权根第657条订立规例免费查阅 ——
(a) 该公司根第351(1)条备存副
(b) 该公司根第352(1)条备存押记登记册
(2) 注册非香港公司成员债权订明方式提出求权根第356条订立规例免费查阅 ——
(a) 该公司根第351(2)条备存副
(b) 该公司根第353(1)条备存押记登记册
(3) 订明方式提出求缴付订明费均权根第356657条订立规例查阅 ——
(a) 公司注册非香港公司根第351(1)(a)(2)(a)条备存副
(b) 公司注册非香港公司根第352(1)353(1)条备存押记登记册
(4) 条中 ——
订明 (prescribed)指根第356657条订立规例订明
355 Right to inspect
(1) A member or creditor of a company is entitled on request made in the prescribed manner and without charge to inspect in accordance with regulations made under section 657—
(a) the copies kept by the company under section 351(1) and
(b) the register of charges kept by the company under section 352(1)
(2) A member or creditor of a registered nonHong Kong company is entitled on request made in the prescribed manner and without charge to inspect in accordance with regulations made under section 356—
(a) the copies kept by the company under section 351(2) and
(b) the register of charges kept by the company under section 353(1)
(3) Any other person is entitled on request made in the prescribed manner and on payment of a prescribed fee to inspect in accordance with regulations made under section 356 or 657—
(a) the copies kept by a company or registered nonHong Kong company under section 351(1)(a) or (2)(a) and
(b) the register of charges kept by a company or registered nonHong Kong company under section 352(1) or 353(1)
(4) In this section—
prescribed (订明) means prescribed by regulations made under section 356 or 657
356 财政司司长施行分部订立规例
(1) 财政司司长订立规例 ——
(a) 订明 ——
(i) 注册非香港公司根第351条须备存设立押记文书副方
(ii) 注册非香港公司根第353条须备存押记登记册方
(b) 注册非香港公司须提供该等副登记册供根第355条查阅责订定条文
(c) 施行第355(3)条订明费
(d) 订明根分部须准予该等副登记册订明事情
(2) 根第(1)(a)款订立规例 ——
(a) 订明注册非香港公司香港营业点外方
(b) ——
(i) 藉提述注册非香港公司备存纪录方订明方
(ii) 方式订明方
(c) 规定非该等规例订明条件获符合否该等规例订明方备存关副押记登记册属遵守第351353条规定
(d) 第(1)(a)(i)(ii)款指明目订明方
(3) 根第(1)(b)款订立规例 ——
(a) 查阅时间期限方式订定条文
(b) 订明提出查阅求方式
(c) 界定注册非香港公司查阅目摘录出示资料时摘录出示资料性质范围摘录出示资料方式方面须遵守规定
(4) 根第(1)款订立规例 ——
(a) 规定注册非香港公司违反该等规例 ——
(i) 该公司
(ii) 该公司名责
均属犯罪
(b) 规定犯(a)段述罪行该处超第5级罚款关罪行持续罪行该罪行持续期间日处超1000罚款
(c) 规定原讼法庭订明情况 ——
(i) 藉命令饬令立关副押记登记册受查阅
(ii) 查阅时间期限方式作出命令
(d) 规定该等副押记登记册备存关注册非香港公司外办事处(c)段述命令针该高级员雇员作出
(5) 条例条文根条订立规例解释阻止注册非香港公司 ——
(a) 提供该等规例规定者更广泛便利
(b) (收取费)收取较订明费低费收取费
___________
356 Financial Secretary may make regulations for purposes of this Division
(1) The Financial Secretary may make regulations—
(a) prescribing a place at which—
(i) copies of instruments creating charges are to be kept by a registered nonHong Kong company under section 351 or
(ii) a register of charges is to be kept by a registered nonHong Kong company under section 353
(b) providing for the obligations of a registered nonHong Kong company to make the copies and the register available for inspection under section 355
(c) prescribing the fees for the purposes of section 355(3) and
(d) prescribing any other thing that is required or permitted to be prescribed under this Division in respect of those copies and that register
(2) Regulations made under subsection (1)(a) may—
(a) prescribe a place other than the registered nonHong Kong company’s principal place of business in Hong Kong
(b) prescribe a place—
(i) by reference to the place at which the registered nonHong Kong company keeps any other records or
(ii) in any other way
(c) provide that section 351 or 353 is not complied with by keeping the copies or the register of charges at a place prescribed in the regulations unless conditions prescribed in the regulations are met and
(d) prescribe more than one place for the purpose specified in subsection (1)(a)(i) or (ii)
(3) Regulations made under subsection (1)(b) may—
(a) make provision as to the time duration and manner of inspection
(b) prescribe the manner in which a request for inspection is to be made and (Amended 35 of 2018 s 31)
(c) define what may be required of the registered nonHong Kong company as regards the nature extent and manner of extracting or presenting any information for the purposes of inspection
(4) Regulations made under subsection (1) may provide that—
(a) if a registered nonHong Kong company contravenes any of the regulations an offence is committed by—
(i) the company and
(ii) every responsible person of the company
(b) a person who commits an offence mentioned in paragraph (a) is liable to a fine not exceeding level 5 and in the case of a continuing offence to a further fine not exceeding 1000 for each day during which the offence continues
(c) the Court may in prescribed circumstances—
(i) by order compel an immediate inspection of the copies and the register of charges and
(ii) make any order as to the time duration and manner of inspection and
(d) if the copies or the register of charges are kept at the office of a person other than the registered nonHong Kong company concerned an order mentioned in paragraph (c) may be made against that other person and that other person’s officers and other employees
(5) Nothing in any provision of this Ordinance or in the regulations made under this section is to be construed as preventing a registered nonHong Kong company—
(a) from providing more extensive facilities than are required by the regulations or
(b) if a fee may be charged from charging a lesser fee than that prescribed or none at all
___________
第9部
Part 9
帐目审计
(格式变更——2013年第1号编辑修订纪录)
Accounts and Audit
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
357 释义
(1) 部中 ——
周年财务报表 (annual financial statements)指根第379(1)(3A)(a)(i)(b)条须拟备报表 (2018年第35号第32条修订)
周年综合财务报表 (annual consolidated financial statements)指根第379(2)(3A)(a)(ii)条须拟备综合报表 (2018年第35号第32条修订)
非香港法团体 (nonHong Kong body corporate)指香港外方成立法团法团体 (2018年第35号第32条增补)
核数师报告 (auditor’s report)指根第405条须拟备报告
财务报表 (financial statements)指周年财务报表周年综合财务报表
财务摘报告 (summary financial report)指根第439条拟备财务报告
规例 (Regulation)指根第451452条订立规例
会计准 (accounting standards)指规例订明团体发出指明关标准会计实务说明 (2018年第35号第32条增补)
董事报告 (directors’ report)指 ——
(a) 根第388(1)条须拟备报告
(b) 根第388(2)条须拟备综合报告
(2) 部中提述关某财政年度报告文件提述文件 ——
(a) 关该财政年度财务报表
(b) 关该财政年度董事报告
(c) 该财务报表作出核数师报告
(3) 部言情况某法团体(前者)属法团体全资附属公司：前者成员 ——
(a) 该法团体
(b) 该法团体全资附属公司
(c) 该法团体述全资附属公司代名
(4) 部中 ——
(a) 提述适公司财务报表会计准提述条款属攸关该公司情况该财务报表会计准
(b) 提述控权公司包括身间公司母企业公司集团提述须解释
(c) 母企业附属企业提述须附表1解释 (2018年第35号第32条增补)
(编辑修订——2013年第1号编辑修订纪录)
357 Interpretation
(1) In this Part—
accounting standards (会计准) means statements of standard accounting practice issued or specified by a body prescribed by the Regulation (Added 35 of 2018 s 32)
annual consolidated financial statements (周年综合财务报表) means the consolidated statements required to be prepared under section 379(2) or (3A)(a)(ii) (Amended 35 of 2018 s 32)
annual financial statements (周年财务报表) means the statements required to be prepared under section 379(1) (3A)(a)(i) or (b) (Amended 35 of 2018 s 32)
auditor’s report (核数师报告) means the report required to be prepared under section 405
directors’ report (董事报告) means—
(a) the report required to be prepared under section 388(1) or
(b) the consolidated report required to be prepared under section 388(2)
financial statements (财务报表) means annual financial statements or annual consolidated financial statements
nonHong Kong body corporate (非香港法团体) means a body corporate incorporated outside Hong Kong (Added 35 of 2018 s 32)
Regulation (规例) means the regulations made under sections 451 and 452
summary financial report (财务摘报告) means a financial report prepared under section 439
(2) In this Part a reference to the reporting documents for a financial year is a reference to all of the following—
(a) the financial statements for the financial year
(b) the directors’ report for the financial year
(c) the auditor’s report on those financial statements
(3) For the purposes of this Part a body corporate is a wholly owned subsidiary of another body corporate if it has only the following as members—
(a) that other body corporate
(b) a wholly owned subsidiary of that other body corporate
(c) a nominee of that other body corporate or such a wholly owned subsidiary
(4) In this Part—
(a) a reference to accounting standards applicable to any financial statements of a company is a reference to accounting standards as are in accordance with their terms relevant to the company’s circumstances and to the financial statements
(b) a reference to a holding company includes a parent undertaking that is a company and a reference to a group of companies is to be construed accordingly and
(c) a reference to a parent undertaking or subsidiary undertaking is to be construed in accordance with Schedule 1 (Added 35 of 2018 s 32)
358 关条文生效日期日开始财政年度适范围等
(1) 条文均该条生效日期#日开始财政年度适 ——
(a) 第359条
(b) 第379条
(c) 第388条
(d) 第389条
(e) 第429条
(f) 第430条
(g) 第439条
(2) 条文均关该条生效日期#日开始财政年度会计纪录适 ——
(a) 第373条
(b) 第374条
(c) 第376条
(d) 第377条
(3) 条文均关该条生效日期#日开始财政年度财务报表适 ——
(a) 第380条
(b) 第381条
(c) 第382条
(d) 第383条
(e) 第436条
(f) 第449条
(4) 第387条财务状况表适：关该条生效日期#日开始财政年度财务状况表
(5) 条文均关该条生效日期#日开始财政年度董事报告适 ——
(a) 第390条
(b) 第391条
(6) 条文均该条生效日期#日开始财政年度作出核数师委适 ——
(a) 第394条
(b) 第395条
(c) 第396条
(d) 第398条
(e) 第399条
(7) 条文均该条生效日期#日开始财政年度获委核数师适 ——
(a) 第402条
(b) 第403条
(c) 第404条
(8) 第411条成员会适：该条生效日期#日发出通知成员会
(9) 条文该条生效日期#日开始财政年度获委作度获委核数师适 ——
(a) 第412条
(b) 第416条
(c) 第417条
(d) 第418条
(e) 第419条
(10) 第415条条文适：该条生效日期#日订立条文
(11) 第435条项目适 ——
(a) 关该条生效日期#日开始财政年度财务报表董事报告
(b) 该财务报表作出核数师报告
(12) 第440条财务摘报告适：关该条生效日期#日开始财政年度财务摘报告
(13) 附表4财务报表适︰关该附表生效日期#日开始财政年度财务报表
_____________________
编辑附注：
# 生效日期：2014年3月3日
358 Application in relation to financial year beginning on or after commencement date of relevant provision etc
(1) Each of the following sections applies in relation to a financial year beginning on or after the commencement date# of that section—
(a) section 359
(b) section 379
(c) section 388
(d) section 389
(e) section 429
(f) section 430
(g) section 439
(2) Each of the following sections applies in relation to accounting records for a financial year beginning on or after the commencement date# of that section—
(a) section 373
(b) section 374
(c) section 376
(d) section 377
(3) Each of the following sections applies in relation to financial statements for a financial year beginning on or after the commencement date# of that section—
(a) section 380
(b) section 381
(c) section 382
(d) section 383
(e) section 436
(f) section 449
(4) Section 387 applies in relation to a statement of financial position for a financial year beginning on or after the commencement date# of that section
(5) Each of the following sections applies in relation to a directors’ report for a financial year beginning on or after the commencement date# of that section—
(a) section 390
(b) section 391
(6) Each of the following sections applies in relation to an appointment of an auditor for a financial year beginning on or after the commencement date# of that section—
(a) section 394
(b) section 395
(c) section 396
(d) section 398
(e) section 399
(7) Each of the following sections applies in relation to a person appointed as auditor for a financial year beginning on or after the commencement date# of that section—
(a) section 402
(b) section 403
(c) section 404
(8) Section 411 applies in relation to a general meeting of which notice is given on or after the commencement date# of that section
(9) Each of the following sections applies in relation to a person who is appointed or is deemed to be reappointed as auditor for a financial year beginning on or after the commencement date# of that section—
(a) section 412
(b) section 416
(c) section 417
(d) section 418
(e) section 419
(10) Section 415 applies to a provision made on or after the commencement date# of that section
(11) Section 435 applies in relation to—
(a) any financial statements and directors’ report for a financial year beginning on or after the commencement date# of that section and
(b) any auditor’s report on those financial statements
(12) Section 440 applies in relation to a summary financial report for a financial year beginning on or after the commencement date# of that section
(13) Schedule 4 applies in relation to financial statements for a financial year beginning on or after the commencement date# of that Schedule
_____________________
Editorial Note
# Commencement date 3 March 2014
第2分部 —— 提交报告方面豁免
Division 2—Reporting Exemption
359 提交报告方面获豁免公司
(1) 部言情况公司某财政年度提交报告方面获豁免 ——
(a) 该公司 ——
(i) 该财政年度言符合类型私公司型担保公司资格
(ii) 该财政年度时间均第(4)款指明公司
(b) 该公司 ——
(i) 该财政年度整段期间均私公司该财政年度时间均第(4)款指明公司
(ii) 没附属公司公司附属公司
(iii) 成员均书面意该公司仅该财政年度提交报告方面获豁免
(c) 符合描述情况 ——
(i) 该公司该财政年度整段期间均私公司该财政年度时间均第(4)款指明公司
(ii) 该财政年度言该公司符合类合资格私公司资格
(iii) 第360(1)条指明条件获符合
(2) 部言情况公司某财政年度提交报告方面获豁免 ——
(a) 该公司该财政年度整段期间均私公司该财政年度时间均第(4)款指明公司
(b) 该公司某公司集团控权公司该财政年度时间该集团成员 ——
(i) 第(4)款指明公司
(ii) 第(5)款指明非香港法团体 (2018年第35号第33条代)
(c) 该集团 ——
(i) 该财政年度言符合类型私公司集团资格
(ii) 该财政年度符合类合资格私公司集团资格第360(2)条指明条件获符合
(3) 部言情况公司某财政年度提交报告方面获豁免 ——
(a) 该公司该财政年度整段期间均担保限公司该财政年度时间均第(4)款指明公司
(b) 该公司某公司集团控权公司该财政年度时间该集团成员 ——
(i) 第(4)款指明公司
(ii) 第(5)款指明非香港法团体 (2018年第35号第33条代)
(c) 该集团该财政年度言符合类型担保公司集团资格
(3A) 部言情况公司某财政年度提交报告方面获豁免 ——
(a) 该公司该财政年度整段期间均私公司担保限公司该财政年度时间均第(4)款指明公司
(b) 该公司某公司集团控权公司该财政年度时间该集团成员 ——
(i) 第(4)款指明公司
(ii) 第(5)款指明非香港法团体
(c) 该集团该财政年度言符合类混合集团资格
(d) (该集团成员该财政年度言符合类合资格私公司资格符合类型私公司资格)第360(2)条指明条件获符合 (2018年第35号第33条增补)
(4) 施行第(1)(2)(3)(3A)款指明公司 —— (2018年第35号第33条修订)
(a) 营银行业务持效根银行业条例(第155章)批银行牌公司
(b) 属符合说明法团公司︰根证券期货条例(第571章)第V部获发牌营该条例指受规活动业务
(c) 符合说明公司 ——
(i) 营非纯粹代理身分营保险业务
(ii) 营银行业务外行业业务方式接受息贷款须连溢价偿贷款涉发行债权证证券条款接受贷款外
(5) 施行第(2)(3)(3A)款指明非香港法团体符合情况者 ——
(a) 该非香港法团体营业务假香港营便须根牌营：根银行业条例(第155章)批效银行牌根证券期货条例(第571章)第V部营该条例指受规活动业务批牌
(b) 该非香港法团体 ——
(i) 营保险业务非纯粹代理身分营该业务
(ii) 营银行业务外行业业务方式接受息贷款须连溢价偿贷款涉发行债权证证券条款接受贷款外
(c) 该非香港法团体假已根条例成立法团便会第12条指公众公司 (2018年第35号第33条增补)
(6) 第358条规定2018年公司(修订)(第2号)条例(2018年第35号)第(2)(b)(3)(b)款修订第(3A)(b)(ii)(5)款该条例第33条生效日期*日开始财政年度适 (2018年第35号第33条增补)
_____________________
编辑附注：
* 生效日期：2019年2月1日
359 Company falling within reporting exemption
(1) For the purposes of this Part a company falls within the reporting exemption for a financial year—
(a) if—
(i) it is qualified as a small private company or small guarantee company for the financial year and
(ii) it is not a company specified in subsection (4) at any time during the financial year
(b) if—
(i) it is a private company at all times and is not a company specified in subsection (4) at any time during the financial year
(ii) it does not have any subsidiary and is not a subsidiary of another company and
(iii) all members of the company agree in writing that the company is to fall within the reporting exemption for the financial year only or
(c) if—
(i) it is a private company at all times and is not a company specified in subsection (4) at any time during the financial year
(ii) it is qualified as an eligible private company for the financial year and
(iii) the conditions specified in section 360(1) are satisfied
(2) For the purposes of this Part a company also falls within the reporting exemption for a financial year if—
(a) it is a private company at all times and is not a company specified in subsection (4) at any time during the financial year
(b) it is the holding company of a group of companies of which at any time during the financial year no member is—
(i) a company specified in subsection (4) or
(ii) a nonHong Kong body corporate specified in subsection (5) and (Replaced 35 of 2018 s 33)
(c) the group of companies—
(i) is qualified as a group of small private companies for the financial year or
(ii) is qualified as a group of eligible private companies for the financial year and the conditions specified in section 360(2) are satisfied
(3) For the purposes of this Part a company also falls within the reporting exemption for a financial year if—
(a) it is a company limited by guarantee at all times and is not a company specified in subsection (4) at any time during the financial year
(b) it is the holding company of a group of companies of which at any time during the financial year no member is—
(i) a company specified in subsection (4) or
(ii) a nonHong Kong body corporate specified in subsection (5) and (Replaced 35 of 2018 s 33)
(c) the group of companies is qualified as a group of small guarantee companies for the financial year
(3A) For the purposes of this Part a company also falls within the reporting exemption for a financial year if—
(a) it is a private company or a company limited by guarantee at all times and is not a company specified in subsection (4) at any time during the financial year
(b) it is the holding company of a group of companies of which at any time during the financial year no member is—
(i) a company specified in subsection (4) or
(ii) a nonHong Kong body corporate specified in subsection (5)
(c) the group of companies is qualified as a mixed group for the financial year and
(d) (where any member of the group of companies is qualified as an eligible private company but is not qualified as a small private company for the financial year) the conditions specified in section 360(2) are satisfied (Added 35 of 2018 s 33)
(4) The company specified for the purposes of subsections (1) (2) (3) and (3A) is— (Amended 35 of 2018 s 33)
(a) one that carries on any banking business and holds a valid banking licence granted under the Banking Ordinance (Cap 155)
(b) one that is a corporation licensed under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a business in any regulated activity within the meaning of that Ordinance or
(c) one that—
(i) carries on any insurance business otherwise than solely as an agent or
(ii) accepts by way of trade or business (other than banking business) loans of money at interest or repayable at a premium otherwise than on terms involving the issue of debentures or other securities
(5) The nonHong Kong body corporate specified for the purposes of subsections (2) (3) and (3A) is—
(a) a nonHong Kong body corporate that carries on any business that had it been carried on in Hong Kong would be required to be carried on under a valid banking licence granted under the Banking Ordinance (Cap 155) or under a licence under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a business in any regulated activity within the meaning of that Ordinance
(b) a nonHong Kong body corporate that—
(i) carries on any insurance business otherwise than solely as an agent or
(ii) accepts by way of trade or business (other than banking business) loans of money at interest or repayable at a premium otherwise than on terms involving the issue of debentures or other securities or
(c) a nonHong Kong body corporate that would have fallen within the meaning of public company in section 12 had it been incorporated under this Ordinance (Added 35 of 2018 s 33)
(6) Despite section 358 the amendments made to subsections (2)(b) and (3)(b) by the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) and subsections (3A)(b)(ii) and (5) apply only in relation to a financial year beginning on or after the commencement date* of section 33 of that Ordinance (Added 35 of 2018 s 33)
_____________________
Editorial Note
* Commencement date 1 February 2019
360 施行第359(1)(c)(iii)(2)(c)(ii)(3A)(d)条指明条件
(2018年第35号第34条修订)
(1) 施行第359(1)(c)(iii)条指明条件 ——
(a) (第(3)款规限)持关公司少75表决权成员成员会通决议议决该公司关财政年度提交报告方面获豁免
(b) 持余表决权成员投票反该决议
(2) 施行第359(2)(c)(ii)(3A)(d)条指明条件 ——
(a) (第(3)款规限)持关控权公司少75表决权成员成员会通决议议决该控权公司关财政年度提交报告方面获豁免
(b) 持余表决权成员投票反该决议 (2018年第35号第34条代)
(3) ——
(a) 议决某公司某财政年度提交报告方面获豁免决议第(1)(a)(2)(a)款目获通
(b) 持该公司表决权某成员藉该公司发出书面通知反该公司该财政年度提交报告方面获豁免
(c) 该通知该项反关财政年度终结少6月前发出
该决议视没该项反关财政年度获通 (2018年第35号第34条修订)
(4) 公司须收第(3)(b)款指通知14日关反告知成员
(5) 第(1)(a)(2)(a)款述决议须该决议发出特通知 (2018年第35号第34条修订)
附注——
请参阅第578条该条列出关特通知规定
360 Conditions specified for section 359(1)(c)(iii) (2)(c)(ii) and (3A)(d)
(Amended 35 of 2018 s 34)
(1) The conditions specified for the purposes of section 359(1)(c)(iii) are—
(a) subject to subsection (3) a resolution is passed at a general meeting by the members holding at least 75 of the voting rights in the company to the effect that the company is to fall within the reporting exemption for the financial year and
(b) the members holding the remaining voting rights do not vote against the resolution
(2) The conditions specified for the purposes of section 359(2)(c)(ii) and (3A)(d) are—
(a) subject to subsection (3) a resolution is passed at a general meeting by the members holding at least 75 of the voting rights in the holding company to the effect that the holding company is to fall within the reporting exemption for the financial year and
(b) the members holding the remaining voting rights do not vote against the resolution (Replaced 35 of 2018 s 34)
(3) If—
(a) a resolution is passed for the purposes of subsection (1)(a) or (2)(a) to the effect that a company is to fall within the reporting exemption for a financial year
(b) by notice in writing to the company a member holding voting rights in the company objects to the company falling within the reporting exemption for the financial year and
(c) the notice is given at least 6 months before the end of the financial year to which the objection relates
the resolution is regarded as not being passed in relation to the financial year to which the objection relates (Amended 35 of 2018 s 34)
(4) Within 14 days after receiving a notice under subsection (3)(b) a company must notify its members of the objection
(5) Special notice is required for a resolution mentioned in subsection (1)(a) or (2)(a) (Amended 35 of 2018 s 34)
Note—
See also section 578 which sets out the requirements regarding special notice
361 型私公司
(1) 部言公司根条例组成注册私公司首财政年度附表3 第1(1)条指明条件中2项获符合该首财政年度财政年度言该公司符合类型私公司资格直该公司根第(4)款丧失该资格止
(2) 部言公司原私公司 ——
(a) 条开始实施首财政年度
(b) 该公司前身条例言该首财政年度财政年度
附表3第1(1)条指明条件中2项获符合该首财政年度财政年度言该公司符合类型私公司资格直该公司根第(4)款丧失该资格止
(3) 部言 ——
(a) 公司私公司
(b) 条开始实施首财政年度附表3第1(1)条指明条件中2 项获符合连续2财政年度符合
紧接该2财政年度财政年度财政年度言该公司符合类型私公司资格直该公司根第(4)款丧失该资格止
(4) 部言公司根第(1)(2)(3)款符合类型私公司资格附表3第1(2)条指明条件中2项连续2财政年度获符合紧接该2财政年度财政年度财政年度言该公司丧失类型私公司资格直该公司次根第(3)款符合该资格止
361 Small private company
(1) For the purposes of this Part if a company is a private company formed and registered under this Ordinance and any 2 of the conditions specified in section 1(1) of Schedule 3 are satisfied in its first financial year the company is qualified as a small private company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(2) For the purposes of this Part if a company is an existing private company and any 2 of the conditions specified in section 1(1) of Schedule 3 are satisfied—
(a) in its first financial year after the coming into operation of this section or
(b) in the financial year of the company for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the company is qualified as a small private company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(3) For the purposes of this Part if—
(a) a company is a private company and
(b) after its first financial year after the coming into operation of this section any 2 of the conditions specified in section 1(1) of Schedule 3 are satisfied for 2 consecutive financial years
the company is also qualified as a small private company for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4)
(4) For the purposes of this Part if after a company is qualified as a small private company under subsection (1) (2) or (3) any 2 of the conditions specified in section 1(2) of Schedule 3 are not satisfied for 2 consecutive financial years the company is disqualified as a small private company for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
362 合资格私公司
(1) 部言公司根条例组成注册私公司首财政年度附表3第1(3)条指明条件中2项获符合该首财政年度财政年度言该公司符合类合资格私公司资格直该公司根第(4)款丧失该资格止
(2) 部言公司原私公司 ——
(a) 条开始实施首财政年度
(b) 该公司前身条例言该首财政年度财政年度
附表3第1(3)条指明条件中2项获符合该首财政年度财政年度言该公司符合类合资格私公司资格直该公司根第(4)款丧失该资格止
(3) 部言 ——
(a) 公司私公司
(b) 条开始实施首财政年度附表3第1(3)条指明条件中2项获符合连续2财政年度符合
紧接该2 财政年度财政年度财政年度言该公司符合类合资格私公司资格直该公司根第(4) 款丧失该资格止
(4) 部言公司根第(1)(2)(3)款符合类合资格私公司资格附表3第1(4)条指明条件中2项连续2财政年度获符合紧接该2财政年度财政年度财政年度言该公司丧失类合资格私公司资格直该公司次根第(3)款符合该资格止
362 Eligible private company
(1) For the purposes of this Part if a company is a private company formed and registered under this Ordinance and any 2 of the conditions specified in section 1(3) of Schedule 3 are satisfied in its first financial year the company is qualified as an eligible private company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(2) For the purposes of this Part if a company is an existing private company and any 2 of the conditions specified in section 1(3) of Schedule 3 are satisfied—
(a) in its first financial year after the coming into operation of this section or
(b) in the financial year of the company for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the company is qualified as an eligible private company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(3) For the purposes of this Part if—
(a) a company is a private company and
(b) after its first financial year after the coming into operation of this section any 2 of the conditions specified in section 1(3) of Schedule 3 are satisfied for 2 consecutive financial years
the company is also qualified as an eligible private company for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4)
(4) For the purposes of this Part if after a company is qualified as an eligible private company under subsection (1) (2) or (3) any 2 of the conditions specified in section 1(4) of Schedule 3 are not satisfied for 2 consecutive financial years the company is disqualified as an eligible private company for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
363 型担保公司
(1) 部言公司根条例组成注册担保限公司首财政年度附表3第1(5)条指明条件获符合该首财政年度财政年度言该公司符合类型担保公司资格直该公司根第(4) 款丧失该资格止
(2) 部言公司原担保限公司 ——
(a) 条开始实施首财政年度
(b) 该公司前身条例言该首财政年度财政年度
附表3第1(5)条指明条件获符合该首财政年度财政年度言该公司符合类型担保公司资格直该公司根第(4)款丧失该资格止
(3) 部言 ——
(a) 公司担保限公司
(b) 条开始实施首财政年度附表3第1(5)条指明条件获符合连续2财政年度符合
紧接该2财政年度财政年度财政年度言该公司符合类型担保公司资格直该公司根第(4)款丧失该资格止
(4) 部言公司根第(1)(2)(3)款符合类型担保公司资格附表3第1(6)条指明条件连续2财政年度获符合紧接该2财政年度财政年度财政年度言该公司丧失类型担保公司资格直该公司次根第(3)款符合该资格止
363 Small guarantee company
(1) For the purposes of this Part if a company is a company limited by guarantee formed and registered under this Ordinance and the condition specified in section 1(5) of Schedule 3 is satisfied in its first financial year the company is qualified as a small guarantee company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(2) For the purposes of this Part if a company is an existing company limited by guarantee and the condition specified in section 1(5) of Schedule 3 is satisfied—
(a) in its first financial year after the coming into operation of this section or
(b) in the financial year of the company for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the company is qualified as a small guarantee company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(3) For the purposes of this Part if—
(a) a company is a company limited by guarantee and
(b) after its first financial year after the coming into operation of this section the condition specified in section 1(5) of Schedule 3 is satisfied for 2 consecutive financial years
the company is also qualified as a small guarantee company for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4)
(4) For the purposes of this Part if after a company is qualified as a small guarantee company under subsection (1) (2) or (3) the condition specified in section 1(6) of Schedule 3 is not satisfied for 2 consecutive financial years the company is disqualified as a small guarantee company for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
364 型私公司集团
(1) 部言 ——
(a) 公司集团控权公司根条例组成注册
(b) 该控权公司首财政年度附表3第1(7)条指明条件该附表第1(8)条指明条件中2项获符合
该首财政年度财政年度言该集团符合类型私公司集团资格直该集团根第(4)(5)款丧失该资格止
(2) 部言 ——
(a) 公司集团控权公司原公司
(b) 财政年度附表3第1(7)条指明条件该附表第1(8)条指明条件中2 项获符合 ——
(i) 该控权公司条开始实施首财政年度
(ii) 该控权公司前身条例言该首财政年度财政年度
该首财政年度财政年度言该集团符合类型私公司集团资格直该集团根第(4)(5)款丧失该资格止
(3) 部言公司集团控权公司条开始实施首财政年度附表3第1(7)条指明条件该附表第1(8)条指明条件中2项获符合连续该控权公司2财政年度符合紧接该2财政年度财政年度财政年度言该集团符合类型私公司集团资格直该集团根第(4)(5)款丧失该资格止
(4) 部言公司集团根第(1)(2)(3)款符合类型私公司集团资格控权公司某财政年度公司非香港法团体成该集团新成员致该财政年度言附表3第1(7)条指明条件该附表第1(9)条指明条件中2项获符合该财政年度财政年度言该集团丧失类型私公司集团资格直该集团次根第(3)款符合该资格止 (2018年第35号第35条修订)
(5) 部言公司集团根第(1)(2)(3)款符合类型私公司集团资格附表3第1(7)条指明条件该附表第1(9)条指明条件中2项连续2控权公司财政年度获符合紧接该2财政年度财政年度财政年度言该集团丧失类型私公司集团资格直该集团次根第(3)款符合该资格止 (2018年第35号第35条修订)
364 Group of small private companies
(1) For the purposes of this Part if—
(a) the holding company of a group of companies is formed and registered under this Ordinance and
(b) the conditions specified in section 1(7) of Schedule 3 and any 2 of the conditions specified in section 1(8) of that Schedule are satisfied in the holding company’s first financial year
the group is qualified as a group of small private companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(2) For the purposes of this Part if—
(a) the holding company of a group of companies is an existing company and
(b) the conditions specified in section 1(7) of Schedule 3 and any 2 of the conditions specified in section 1(8) of that Schedule are satisfied— (Amended 35 of 2018 s 35)
(i) in the holding company’s first financial year after the coming into operation of this section or
(ii) in the holding company’s financial year for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the group is qualified as a group of small private companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(3) For the purposes of this Part if after the first financial year of the holding company of a group of companies after the coming into operation of this section the conditions specified in section 1(7) of Schedule 3 and any 2 of the conditions specified in section 1(8) of that Schedule are satisfied for 2 consecutive financial years of the holding company the group is also qualified as a group of small private companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4) or (5)
(4) For the purposes of this Part if after a group of companies is qualified as a group of small private companies under subsection (1) (2) or (3) another company or nonHong Kong body corporate becomes a new member of the group in a financial year of the holding company such that either a condition specified in section 1(7) of Schedule 3 is not satisfied or any 2 of the conditions specified in section 1(9) of that Schedule are not satisfied for the financial year the group is disqualified as a group of small private companies for the financial year and every subsequent financial year until it is qualified again under subsection (3)
(5) For the purposes of this Part if after a group of companies is qualified as a group of small private companies under subsection (1) (2) or (3) either a condition specified in section 1(7) of Schedule 3 is not satisfied or any 2 of the conditions specified in section 1(9) of that Schedule are not satisfied for 2 consecutive financial years of the holding company the group is also disqualified as a group of small private companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
(Amended 35 of 2018 s 35)
365 合资格私公司集团
(1) 部言 ——
(a) 公司集团控权公司根条例组成注册
(b) 该控权公司首财政年度附表3第1(10)条指明条件该附表第1(11)条指明条件中2项获符合
该首财政年度财政年度言该集团符合类合资格私公司集团资格直该集团根第(4)(5)款丧失该资格止
(2) 部言 ——
(a) 公司集团控权公司原公司
(b) 财政年度附表3第1(10)条指明条件该附表第1(11)条指明条件中2项获符合 ——
(i) 该控权公司条开始实施首财政年度
(ii) 该控权公司前身条例言该首财政年度财政年度
该首财政年度财政年度言该集团符合类合资格私公司集团资格直该集团根第(4)(5)款丧失该资格止
(3) 部言公司集团控权公司条开始实施首财政年度附表3第1(10)条指明条件该附表第1(11)条指明条件中2项获符合连续该控权公司2财政年度符合紧接该2 财政年度财政年度财政年度言该集团符合类合资格私公司集团资格直该集团根第(4)(5)款丧失该资格止
(4) 部言公司集团根第(1)(2)(3)款符合类合资格私公司集团资格控权公司某财政年度公司非香港法团体成该集团新成员致该财政年度言附表3第1(10)条指明条件该附表第1(12)条指明条件中2 项获符合该财政年度财政年度言该集团丧失类合资格私公司集团资格直该集团次根第(3)款符合该资格止 (2018年第35号第36条修订)
(5) 部言公司集团根第(1)(2)(3)款符合类合资格私公司集团资格附表3第1(10)条指明条件该附表第1(12)条指明条件中2项连续2控权公司财政年度获符合紧接该2财政年度财政年度财政年度言该集团丧失类合资格私公司集团资格直该集团次根第(3)款符合该资格止 (2018年第35号第36条修订)
365 Group of eligible private companies
(1) For the purposes of this Part if—
(a) the holding company of a group of companies is formed and registered under this Ordinance and
(b) the conditions specified in section 1(10) of Schedule 3 and any 2 of the conditions specified in section 1(11) of that Schedule are satisfied in the holding company’s first financial year
the group is qualified as a group of eligible private companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(2) For the purposes of this Part if—
(a) the holding company of a group of companies is an existing company and
(b) the conditions specified in section 1(10) of Schedule 3 and any 2 of the conditions specified in section 1(11) of that Schedule are satisfied— (Amended 35 of 2018 s 36)
(i) in the holding company’s first financial year after the coming into operation of this section or
(ii) in the holding company’s financial year for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the group is qualified as a group of eligible private companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(3) For the purposes of this Part if after the first financial year of the holding company of a group of companies after the coming into operation of this section the conditions specified in section 1(10) of Schedule 3 and any 2 of the conditions specified in section 1(11) of that Schedule are satisfied for 2 consecutive financial years of the holding company the group is also qualified as a group of eligible private companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4) or (5)
(4) For the purposes of this Part if after a group of companies is qualified as a group of eligible private companies under subsection (1) (2) or (3) another company or nonHong Kong body corporate becomes a new member of the group in a financial year of the holding company such that either a condition specified in section 1(10) of Schedule 3 is not satisfied or any 2 of the conditions specified in section 1(12) of that Schedule are not satisfied for the financial year the group is disqualified as a group of eligible private companies for the financial year and every subsequent financial year until it is qualified again under subsection (3)
(5) For the purposes of this Part if after a group of companies is qualified as a group of eligible private companies under subsection (1) (2) or (3) either a condition specified in section 1(10) of Schedule 3 is not satisfied or any 2 of the conditions specified in section 1(12) of that Schedule are not satisfied for 2 consecutive financial years of the holding company the group is also disqualified as a group of eligible private companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
(Amended 35 of 2018 s 36)
366 型担保公司集团
(1) 部言 ——
(a) 公司集团控权公司根条例组成注册
(b) 该控权公司首财政年度附表3第1(12A)(13)条指明条件获符合
该首财政年度财政年度言该集团符合类型担保公司集团资格直该集团根第(4)(5)款丧失该资格止
(2) 部言 ——
(a) 公司集团控权公司原公司
(b) 财政年度附表3第1(12A)(13)条指明条件获符合 —— (2018年第35号第37条修订)
(i) 该控权公司条开始实施首财政年度
(ii) 该控权公司前身条例言该首财政年度财政年度
该首财政年度财政年度言该集团符合类型担保公司集团资格直该集团根第(4)(5)款丧失该资格止
(3) 部言公司集团控权公司条开始实施首财政年度附表3第1(12A)(13)条指明条件获符合连续该控权公司2财政年度符合紧接该2财政年度财政年度财政年度言该集团符合类型担保公司集团资格直该集团根第(4)(5)款丧失该资格止
(4) 部言公司集团根第(1)(2)(3)款符合类型担保公司集团资格控权公司某财政年度公司非香港法团体成该集团新成员致该财政年度言附表3第1(12A)条指明条件该附表第1(14)条指明条件获符合该财政年度财政年度言该集团丧失类型担保公司集团资格直该集团次根第(3)款符合该资格止
(5) 部言公司集团根第(1)(2)(3)款符合类型担保公司集团资格附表3第1(12A)条指明条件该附表第1(14)条指明条件连续2控权公司财政年度获符合紧接该2财政年度财政年度财政年度言该集团丧失类型担保公司集团资格直该集团次根第(3)款符合该资格止
(2018年第35号第37条修订)
366 Group of small guarantee companies
(1) For the purposes of this Part if—
(a) the holding company of a group of companies is formed and registered under this Ordinance and
(b) the conditions specified in section 1(12A) and (13) of Schedule 3 are satisfied in the holding company’s first financial year
the group is qualified as a group of small guarantee companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(2) For the purposes of this Part if—
(a) the holding company of a group of companies is an existing company and
(b) the conditions specified in section 1(12A) and (13) of Schedule 3 are satisfied— (Amended 35 of 2018 s 37)
(i) in the holding company’s first financial year after the coming into operation of this section or
(ii) in the holding company’s financial year for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the group is qualified as a group of small guarantee companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(3) For the purposes of this Part if after the first financial year of the holding company of a group of companies after the coming into operation of this section the conditions specified in section 1(12A) and (13) of Schedule 3 are satisfied for 2 consecutive financial years of the holding company the group is also qualified as a group of small guarantee companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4) or (5)
(4) For the purposes of this Part if after a group of companies is qualified as a group of small guarantee companies under subsection (1) (2) or (3) another company or nonHong Kong body corporate becomes a new member of the group in a financial year of the holding company such that a condition specified in section 1(12A) of Schedule 3 is not satisfied or the condition specified in section 1(14) of that Schedule is not satisfied for the financial year the group is disqualified as a group of small guarantee companies for the financial year and every subsequent financial year until it is qualified again under subsection (3)
(5) For the purposes of this Part if after a group of companies is qualified as a group of small guarantee companies under subsection (1) (2) or (3) a condition specified in section 1(12A) of Schedule 3 is not satisfied or the condition specified in section 1(14) of that Schedule is not satisfied for 2 consecutive financial years of the holding company the group is also disqualified as a group of small guarantee companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
(Amended 35 of 2018 s 37)
366A 混合集团
(1) 部言 ——
(a) 某公司集团控权公司公司
(b) 该集团包含 ——
(i) 第(2)款指明法团体
(ii) 第(3)款指明法团体
(c) 指明条件财政年度获符合 ——
(i) 该控权公司条开始实施首财政年度
(ii) 该控权公司该首财政年度财政年度
该首财政年度财政年度言该集团符合类混合集团资格直该集团根第(6)(7)款丧失该资格止
(2) 第(1)(b)(i)款指明法团体 ——
(a) 型私公司
(b) 假已根条例成立法团便会符合类型私公司资格非香港法团体
(c) 合资格私公司
(d) 假已根条例成立法团便会符合类合资格私公司资格非香港法团体
(3) 第(1)(b)(ii)款指明法团体 ——
(a) 型担保公司
(b) 假已根条例成立法团便会符合类型担保公司资格非香港法团体
(4) 第(1)(c)款言提述指明条件提述 ——
(a) 关控权公司属型私公司——附表3第1(8)条指明2条件
(b) 该控权公司属合资格私公司——该附表第1(11)条指明2条件
(c) 该控权公司属型担保公司——该附表第1(13)条指明条件
(5) 部言公司集团控权公司条开始实施首财政年度第(1)(b)款指条件第(4)(a)(b)(c)款指明条件该控权公司连续2财政年度获符合紧接该2财政年度财政年度财政年度言该集团符合类混合集团资格直该集团根第(6)(7)款丧失该资格止
(6) 部言公司集团根第(1)(5)款符合类混合集团资格关控权公司某财政年度公司非香港法团体成该集团新成员该财政年度 ——
(a) 中种情况 ——
(i) 该公司属型私公司合资格私公司型担保公司
(ii) 该法团体假已根条例成立法团便会符合类型私公司合资格私公司型担保公司资格
(b) 指明条件获符合
该财政年度财政年度言该集团丧失类混合集团资格直该集团次根第(5)款符合该资格止
(7) 部言公司集团根第(1)(5)款符合类混合集团资格控权公司连续2财政年度 ——
(a) 第(1)(b)款指条件获符合
(b) 指明条件获符合
紧接该2财政年度财政年度财政年度言该集团丧失类混合集团资格直该集团次根第(5)款符合该资格止
(8) 第(6)(b)(7)(b)款言提述指明条件提述 ——
(a) 关控权公司属型私公司——附表3第1(9)条指明2条件
(b) 该控权公司属合资格私公司——该附表第1(12)条指明2条件
(c) 该控权公司属型担保公司——该附表第1(14)条指明条件
(2018年第35号第38条增补)
366A Mixed group
(1) For the purposes of this Part if—
(a) the holding company of a group of companies is a company
(b) the group only consists of—
(i) one or more bodies corporate specified in subsection (2) and
(ii) one or more bodies corporate specified in subsection (3) and
(c) the specified conditions are satisfied—
(i) in the first financial year of the holding company after the coming into operation of this section or
(ii) in the financial year of the holding company that immediately precedes that first financial year
the group is qualified as a mixed group for that first financial year and every subsequent financial year until it is disqualified under subsection (6) or (7)
(2) A body corporate specified for the purposes of subsection (1)(b)(i) is—
(a) a small private company
(b) a nonHong Kong body corporate that would have been qualified as a small private company had it been incorporated under this Ordinance
(c) an eligible private company or
(d) a nonHong Kong body corporate that would have been qualified as an eligible private company had it been incorporated under this Ordinance
(3) A body corporate specified for the purposes of subsection (1)(b)(ii) is—
(a) a small guarantee company or
(b) a nonHong Kong body corporate that would have been qualified as a small guarantee company had it been incorporated under this Ordinance
(4) For the purposes of subsection (1)(c) a reference to specified conditions is a reference to—
(a) if the holding company is a small private company—any 2 of the conditions specified in section 1(8) of Schedule 3
(b) if the holding company is an eligible private company—any 2 of the conditions specified in section 1(11) of that Schedule
(c) if the holding company is a small guarantee company—the condition specified in section 1(13) of that Schedule
(5) For the purposes of this Part if after the first financial year of the holding company of a group of companies after the coming into operation of this section the condition under subsection (1)(b) and the conditions specified in subsection (4)(a) (b) or (c) are satisfied for 2 consecutive financial years of the holding company the group is also qualified as a mixed group for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (6) or (7)
(6) For the purposes of this Part if after a group of companies is qualified as a mixed group under subsection (1) or (5) another company or nonHong Kong body corporate becomes a new member of the group in a financial year of the holding company and for the financial year—
(a) either—
(i) that other company is not a small private company an eligible private company or a small guarantee company or
(ii) that other body corporate would not have been qualified as a small private company an eligible private company or a small guarantee company had it been incorporated under this Ordinance or
(b) the specified conditions are not satisfied
the group is disqualified as a mixed group for the financial year and every subsequent financial year until it is qualified again under subsection (5)
(7) For the purposes of this Part if after a group of companies is qualified as a mixed group under subsection (1) or (5) for 2 consecutive financial years of the holding company either—
(a) the condition under subsection (1)(b) is not satisfied or
(b) the specified conditions are not satisfied
the group is also disqualified as a mixed group for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (5)
(8) For the purposes of subsections (6)(b) and (7)(b) a reference to specified conditions is a reference to—
(a) if the holding company is a small private company—any 2 of the conditions specified in section 1(9) of Schedule 3
(b) if the holding company is an eligible private company—any 2 of the conditions specified in section 1(12) of that Schedule
(c) if the holding company is a small guarantee company—the condition specified in section 1(14) of that Schedule
(Added 35 of 2018 s 38)
第3分部 —— 公司财政年度
Division 3—A Company’s Financial Year
367 财政年度
(1) 公司条开始实施首财政年度首会计参期首日开始终结日期 —— (2018年第35号第39条修订)
(a) ((b)段规定外)该期间日
(b) 董事指明日期该日期须该期间终结时前7日日期 (2018年第35号第39条修订)
(2) 公司财政年度紧接财政年度终结日期开始终结日期 —— (2018年第35号第39条修订)
(a) ((b)段规定外)紧接定出财政年度会计参期会计参期日
(b) 董事指明日期该日期须该期间终结时前7日日期 (2018年第35号第39条修订)
(3) 企业公司该企业章程设立该企业根法律规定该企业须某期间( 该期间否年) 拟备损益表条例中提述财政年度提述该期间
(4) 公司董事须确该公司间附属企业财政年度均该公司财政年度步董事认良理该等财政年度步限
(5) 条中 ——
企业 (undertaking)指 ——
(a) 法团体
(b) 合伙
(c) 营(否牟利)某行业业务属法团组织
367 Financial year
(1) A company’s first financial year after the coming into operation of this section begins on the first day of its first accounting reference period and ends on— (Amended 35 of 2018 s 39)
(a) subject to paragraph (b) the last day of that period or
(b) another date within 7 days before or after the end of that period as specified by the directors (Amended 35 of 2018 s 39)
(2) Every subsequent financial year of a company begins on the date immediately following the end of the previous financial year and ends on— (Amended 35 of 2018 s 39)
(a) subject to paragraph (b) the last day of the accounting reference period immediately following the one by reference to which the previous financial year is determined or
(b) another date within 7 days before or after the end of that period as specified by the directors (Amended 35 of 2018 s 39)
(3) If an undertaking is not a company a reference in this Ordinance to its financial year is a reference to a period in respect of which a profit and loss account of the undertaking is required by its constitution or by the law under which it is established to be made up whether or not the period is a year
(4) A company’s directors must secure that the financial year of each of its subsidiary undertakings coincides with the company’s financial year unless in the directors’ opinion there are good reasons against those financial years coinciding with each other
(5) In this section—
undertaking (企业) means—
(a) a body corporate
(b) a partnership or
(c) an unincorporated association carrying on a trade or business whether for profit or not
368 会计参期
(1) 第(1A)款规定外第3部第1分部生效日期#前组成注册原公司言首会计参期初始会计参日翌日开始该初始会计参日首周年日终结 (2018年第35号第40条修订)
(1A) 第3部第1分部生效日期#开始时活动公司已活动公司原公司言 ——
(a) 第(1)款适
(b) 首会计参期该公司已活动公司日期日开始初始会计参日终结 (2018年第35号第40条增补)
(2) ——
(a) 根条例组成注册公司言
(b) 根附表11释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司言
首会计参期成立法团日期开始初始会计参日终结
(3) 公司会计参期均12月期间紧接会计参期终结开始会计参日终结该会计参期缩短延长(第371(3)条指董事决议述者)外
_____________________
编辑附注：
# 生效日期：2014年3月3日
368 Accounting reference period
(1) Subject to subsection (1A) for an existing company formed and registered before the commencement date# of Division 1 of Part 3 the first accounting reference period begins on the date immediately following its primary accounting reference date and ends on the first anniversary of its primary accounting reference date (Amended 35 of 2018 s 40)
(1A) For an existing company that was a dormant company at the beginning of the commencement date# of Division 1 of Part 3 but has ceased to be a dormant company—
(a) subsection (1) does not apply and
(b) the first accounting reference period begins on the date the company ceased to be a dormant company and ends on its primary accounting reference date (Added 35 of 2018 s 40)
(2) For—
(a) a company formed and registered under this Ordinance and
(b) a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
the first accounting reference period begins on the date of its incorporation and ends on its primary accounting reference date
(3) Every subsequent accounting reference period of a company is the period of 12 months beginning immediately after the end of the previous accounting reference period and ending on its accounting reference date unless the accounting reference period is shortened or extended as stated in a directors’ resolution under section 371(3)
_____________________
Editorial Note
# Commencement date 3 March 2014
369 初始会计参日
(1) 第3部第1分部生效日期#前组成注册原公司言 ——
(a) 条生效日期#日 ——
(i) 已根附表11具持续效力前身条例第122条该公司帐目成员会提交该公司省览
(ii) 已根附表11具持续效力前身条例第111(6)条该公司帐目提供予成员
初始会计参日该帐目涵盖期间日
(b) 条生效日期#日没(a)(i)(ii)段述般提交提供该公司帐目 ——
(i) 根附表11持续效前身条例第111(1)条规定该公司举行成员会限期日前该帐目已拟备初始会计参日该帐目涵盖期间日
(ii) 第(i)节适该第111(1)条规定该公司举行成员会限期日前已帐目拟备该帐目涵盖期间日早条生效日期#前日初始会计参日该帐目涵盖期间日首周年日 (2018年第35号第41条修订)
(iii) 第(i)(ii)节适该第111(1)条规定该公司须举行成员会初始会计参日该公司须举行该成员会限期日 (2018年第35号第41条代)
(iv) 第(i)(ii)节适该公司第3部第1分部生效日期#开始时活动公司已活动公司初始会计参日 ——
(A) 董事指明日期该日期须该公司活动公司日期日18月日期
(B) 该公司活动公司日期日首出现该公司成立法团周年日属月份日前未指明日期——该月份日 (2018年第35号第41条增补)
(2) 关帐目涵盖期间日早条生效日期#前日第(1)(a)(b)(i)款均适
(3) 非属情况否第(1)(a)(i)条适 ——
(a) 属公司首次成员会该成员会该公司成立法团18月举行
(b) 属情况公司成员会该公司周年成员会举行15月该周年成员会举行年份年举行
(4) 关帐目涵盖期间日早条生效日期#前12月期间开始前日第(1)(b)(ii)款适
(5) 根条例组成注册公司根附表11释义通条例( 第1章)第23条具持续效力前身条例条文组成注册公司言初始会计参日 ——
(a) 董事段目关日期前指明日期 (2018年第35号第41条修订)
(b) (没该指明日期)关日期
(6) 第(5)(a)款目指明日期须公司成立法团日期18 月日期
(7) 条中 ——
关日期 (relevant date)指关公司成立法团关周年日属月份日
关周年日 (relevant anniversary)公司成立法团事言指条开始实施首出现该公司成立法团周年日
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编辑附注：
# 生效日期：2014年3月3日
369 Primary accounting reference date
(1) For an existing company formed and registered before the commencement date# of Division 1 of Part 3 the primary accounting reference date is—
(a) the date up to which the company’s accounts are made if on or after the commencement date# of this section the company’s accounts—
(i) have been laid before the company in general meeting under section 122 of the predecessor Ordinance having a continuing effect under Schedule 11 or
(ii) have been provided to the members under section 111(6) of the predecessor Ordinance having a continuing effect under Schedule 11 or
(b) if on or after the commencement date# of this section such company’s accounts have not been laid or provided as mentioned in paragraph (a)(i) or (ii)—
(i) in the case where such accounts have been prepared on or before the date by which the company is required by section 111(1) of the predecessor Ordinance having a continuing effect under Schedule 11 to hold a general meeting the date up to which those accounts are made
(ii) in the case where subparagraph (i) does not apply but accounts made up to a date falling more than one day before the commencement date# of this section have been prepared on or before the date by which the company is required by that section 111(1) to hold a general meeting the first anniversary of the date up to which those accounts are made (Amended 35 of 2018 s 41)
(iii) in the case where subparagraphs (i) and (ii) do not apply and the company is required by that section 111(1) to hold a general meeting the date by which the meeting is required to be held or (Replaced 35 of 2018 s 41)
(iv) in the case where subparagraphs (i) and (ii) do not apply and the company was a dormant company at the beginning of the commencement date# of Division 1 of Part 3 but has ceased to be a dormant company—
(A) a date specified by the directors which must fall within 18 months after the date the company ceased to be a dormant company or
(B) if no date is specified before the last day of the month in which the anniversary of the company’s incorporation first occurs after the company ceased to be a dormant company the last day of the month (Added 35 of 2018 s 41)
(2) Subsection (1)(a) and (b)(i) does not apply if those accounts are made up to a date falling more than one day before the commencement date# of this section
(3) Subsection (1)(a)(i) does not apply unless the general meeting is held—
(a) in the case of the company’s first general meeting within 18 months of the company’s incorporation or
(b) in any other case within 15 months and in the year after the company’s last annual general meeting
(4) Subsection (1)(b)(ii) does not apply if those accounts are made up to a date falling more than one day before the beginning of the period of 12 months before the commencement date# of this section
(5) For a company formed and registered under this Ordinance or under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) the primary accounting reference date is—
(a) a date specified by the directors before the relevant date for the purposes of this paragraph or
(b) in the absence of such a specified date the relevant date
(6) A date specified for the purposes of subsection (5)(a) must fall within 18 months after the date of the company’s incorporation
(7) In this section—
relevant anniversary (关周年日) in relation to a company’s incorporation means the anniversary of the company’s incorporation that first occurs after this section comes into operation
relevant date (关日期) means the last day of the month in which the relevant anniversary of the company’s incorporation falls
_____________________
Editorial Note
# Commencement date 3 March 2014
370 会计参日
第371条规定外公司会计参日初始会计参日周年日
370 Accounting reference date
Subject to section 371 a company’s accounting reference date is the anniversary of its primary accounting reference date
371 会计参日更改
(1) 公司董事会计参期指明新会计参日 ——
(a) 公司现行会计参期会计参期
(b) 公司会计参期会计参期
(2) 公众公司担保限公司董事根第(1)款指明新会计参日该公司须指明该新会计参日董事决议日期15日关该新日期通知交付处长登记该通知须符合指明格式
(3) 指明新会计参日董事决议处长交付关该新日期通知须述明 ——
(a) 关现行会计参期会否缩短致该期间终结日期变成该期间开始新会计参日首次出现日期
(b) 关现行会计参期会否延长致该期间终结日期变成该期间开始新会计参日第二次出现日期
(4) 情况公司董事会计参期指明新会计参日 ——
(a) 根第429条须参该会计参期定出财政年度成员会提交关该财政年度报告文件文供该公司省览提交该套文件限期已届满
(b) 根第430(3)条须关该财政年度报告文件文送交成员送交该套文件限期已届满
(5) 公司董事某会计参期指明新会计参日该期间延长超18月
(6) 情况公司董事现行会计参期指明新会计参日延长该期间 ——
(a) 该等董事已较早前会计参期指明新会计参日延长该期间
(b) 该较早前会计参期指明新会计参日前5年终结
(7) 情况第(6)款适 ——
(a) 董事会指明新会计参日关公司控权公司会计参日步
(b) 该项指明获成员决议批准
(8) 公司违反第(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(9) 条中 ——
会计参期 (previous accounting reference period)公司言指紧接该公司现行会计参期前该公司会计参期
371 Alteration of accounting reference date
(1) The directors of a company may specify a new accounting reference date in relation to—
(a) the company’s current accounting reference period and every subsequent accounting reference period or
(b) the company’s previous accounting reference period and every subsequent accounting reference period
(2) If the directors of a public company or a company limited by guarantee specify a new accounting reference date under subsection (1) the company must within 15 days after the date of the directors’ resolution specifying the new accounting reference date deliver a notice in the specified form of that new date to the Registrar for registration
(3) A directors’ resolution by which a new accounting reference date is specified and a notice of that new date delivered to the Registrar must state—
(a) whether the current or previous accounting reference period concerned is to be shortened so as to end on the first occasion on which the new accounting reference date falls or fell after the beginning of that period or
(b) whether the current or previous accounting reference period concerned is to be extended so as to end on the second occasion on which the new accounting reference date falls or fell after the beginning of that period
(4) The directors of a company must not specify a new accounting reference date in relation to the previous accounting reference period if—
(a) the period for laying before the company in general meeting under section 429 a copy of the reporting documents for the financial year determined by reference to that accounting reference period has expired or
(b) the period for sending a copy of the reporting documents for the financial year to the members under section 430(3) has expired
(5) The directors of a company must not specify a new accounting reference date in relation to an accounting reference period so as to extend the period to longer than 18 months
(6) The directors of a company must not specify a new accounting reference date in relation to the current or previous accounting reference period so as to extend that period if—
(a) those directors have specified a new accounting reference date in relation to an earlier accounting reference period so as to extend that earlier period and
(b) the earlier accounting reference period ended within 5 years before the new accounting reference date is specified
(7) Subsection (6) does not apply if—
(a) the new accounting reference date to be specified by the directors coincides with the accounting reference date of a holding company of the company or
(b) the specification is approved by a members’ resolution
(8) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(9) In this section—
previous accounting reference period (会计参期) in relation to a company means the accounting reference period of the company immediately preceding the company’s current accounting reference period
第4分部 —— 财务报表董事报告拟备
Division 4—Preparation of Financial Statements and Directors’ Reports
第1次分部 —— 导言
Subdivision 1—Preliminary
372 释义
分部中 ——
印形式 (in hard copy form)指纸张形式够供阅读相类形式
电子形式 (in electronic form)指电子纪录形式
372 Interpretation
In this Division—
in electronic form (电子形式) means in the form of an electronic record
in hard copy form (印形式) means in a paper form or similar form capable of being read
第2次分部 —— 会计纪录
Subdivision 2—Accounting Records
373 公司须备存会计纪录
(1) 公司须备存符合第(2)(3)款会计纪录
(2) 会计纪录须足 ——
(a) 显示解释公司交易
(b) 合理准确度时间披露公司财务状况财务表现
(c) 董事够确保财务报表符合条例
(3) 会计纪录尤须载 ——
(a) 公司收支款项日记项该等收支关事宜
(b) 公司资产债务纪录
(4) 第(1)款公司附属企业适该公司须采取切合理步骤确该附属企业备存会计纪录该等会计纪录须足该公司董事够确保根第4分部第3次分部须拟备财务报表符合条例
(5) 公司董事没采取切合理步骤确保第(1)(4)款获遵守属犯罪处罚款300000
(6) 公司董事意没采取切合理步骤确保第(1)(4)款获遵守属犯罪处罚款300000监禁12月
(7) 某控犯第(5)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)(4)款(视属情况定)获遵守责
(b) 够执行该责
属免责辩护
373 Company must keep accounting records
(1) A company must keep accounting records that comply with subsections (2) and (3)
(2) The accounting records must be sufficient—
(a) to show and explain the company’s transactions
(b) to disclose with reasonable accuracy at any time the company’s financial position and financial performance and
(c) to enable the directors to ensure that the financial statements comply with this Ordinance
(3) In particular the accounting records must contain—
(a) daily entries of all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place and
(b) a record of the company’s assets and liabilities
(4) If subsection (1) does not apply in relation to a subsidiary undertaking of a company the company must take all reasonable steps to secure that the subsidiary undertaking keeps accounting records that are sufficient to enable the company’s directors to ensure that any financial statements required to be prepared under Subdivision 3 of Division 4 comply with this Ordinance
(5) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (4) commits an offence and is liable to a fine of 300000
(6) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) or (4) commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(7) If a person is charged with an offence under subsection (5) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) or (4) (as the case may be) was complied with and
(b) was in a position to discharge that duty
374 备存会计纪录方
(1) 公司会计纪录 ——
(a) 须备存注册办事处董事认合适方
(b) 须时刻开放予董事免费查阅
(2) 公司会计纪录备存香港外方关该纪录处理业务帐目申报表 ——
(a) 须送交备存香港某方
(b) 须时刻开放予董事免费查阅
(3) 述帐目申报表 ——
(a) 须合理准确度披露关业务相隔超6月财务状况
(b) 须足董事够确保根第4分部第3次分部须拟备财务报表符合条例
(4) 公司董事没采取切合理步骤确保第(1)(2)(3)款获遵守属犯罪处罚款300000
(5) 公司董事意没采取切合理步骤确保第(1)(2)(3)款获遵守属犯罪处罚款300000监禁12月
(6) 某控犯第(4)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)(2)(3)款(视属情况定)获遵守责
(b) 够执行该责
属免责辩护
374 Where accounting records to be kept
(1) A company’s accounting records—
(a) must be kept at its registered office or any other place that the directors think fit and
(b) must be open to inspection by the directors at all times without charge
(2) If a company’s accounting records are kept at a place outside Hong Kong the accounts and returns with respect to the business dealt with in those records—
(a) must be sent to and kept at a place in Hong Kong and
(b) must be open to inspection by the directors at all times without charge
(3) Those accounts and returns—
(a) must disclose with reasonable accuracy the financial position of the business in question at intervals of not more than 6 months and
(b) must be sufficient to enable the directors to ensure that any financial statements required to be prepared under Subdivision 3 of Division 4 comply with this Ordinance
(4) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) (2) or (3) commits an offence and is liable to a fine of 300000
(5) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) (2) or (3) commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(6) If a person is charged with an offence under subsection (4) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) (2) or (3) (as the case may be) was complied with and
(b) was in a position to discharge that duty
375 董事查阅时取会计纪录文
(1) 公司须容许该公司董事查阅该公司会计纪录程中制作该纪录文
(2) 公司董事求该公司须免费该董事提供该公司会计纪录文
(3) 施行第(2)款 ——
(a) 董事求提供采印形式公司会计纪录文该公司须提供采印形式该文
(b) 董事求提供采电子形式公司会计纪录文该公司须提供采该公司认合适电子形式该文
(4) 公司采印形式记录相关资料方式备存会计纪录第(2)(3)款规定该公司董事提供采电子形式该公司会计纪录文
(5) 公司采电子形式记录相关资料方式备存会计纪录根次分部施加规定开放会计纪录供查阅规定视规定 ——
(a) 开放该纪录印形式复制供查阅
(b) 应权查阅该会计纪录求开放该纪录供电子方式查阅
(6) 公司董事没采取切合理步骤确保第(1)(2)款获遵守属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 某控犯第(6)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)(2)款(视属情况定)获遵守责
(b) 够执行该责
属免责辩护
375 Director may obtain copies of accounting records during inspection
(1) A company must allow a director of the company to make a copy of its accounting records in the course of inspection
(2) A company must provide a director of the company with a copy of its accounting records without charge if so requested by the director
(3) For the purposes of subsection (2)—
(a) if the director requests a copy of the company’s accounting records in hard copy form the company must provide the copy in hard copy form and
(b) if the director requests a copy of the company’s accounting records in electronic form the company must provide the copy in any electronic form that the company thinks fit
(4) Subsections (2) and (3) do not require a company to provide a director of the company with a copy of its accounting records in electronic form if it keeps its accounting records by recording the information in hard copy form only
(5) If any accounting records are kept by a company by recording the information in electronic form a requirement under this Subdivision for the accounting records to be open to inspection is to be regarded as a requirement—
(a) for a reproduction of the recording in hard copy form to be open to inspection and
(b) for the recording to be open to inspection by electronic means at the request of a person entitled to inspect the accounting records
(6) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (2) commits an offence and is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) If a person is charged with an offence under subsection (6) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) or (2) (as the case may be) was complied with and
(b) was in a position to discharge that duty
376 会计纪录形式
(1) 载公司会计纪录资料须予充分记录令供日参阅
(2) 抵触第(1)款条文公司会计纪录 ——
(a) 采印形式电子形式备存
(b) 董事认合适方式编排
(3) 公司会计纪录采电子形式备存该公司须确保该等纪录够印形式复制
(4) 会计纪录备存方式非藉着钉装簿册作出记项公司须 ——
(a) 采取足够预防措施防止揑改
(b) 采取足够步骤利便发现揑改
(5) 第(1)款遭违反公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(6) 第(3)(4)款遭违反公司名责均属犯罪处第3级罚款
376 Form of accounting records
(1) The information contained in a company’s accounting records must be adequately recorded such that they are available for future reference
(2) Subject to subsection (1) a company’s accounting records may be—
(a) kept in hard copy form or electronic form and
(b) arranged in the manner that the directors think fit
(3) If a company’s accounting records are kept in electronic form the company must ensure that those records are capable of being reproduced in hard copy form
(4) If any accounting records are kept by a company otherwise than by making entries in a bound book the company—
(a) must take adequate precautions to guard against falsification and
(b) must take adequate steps to facilitate the discovery of a falsification
(5) If subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(6) If subsection (3) or (4) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
377 保存会计纪录时期
(1) 条适第373(1)374(2)条规定须备存会计纪录帐目申报表
(2) 公司须保存述纪录帐目申报表7年该7年期间该纪录帐目申报表中作出记项记录事宜关财政年度终结时起计
(3) 公司董事没采取切合理步骤确保第(2)款获遵守属犯罪处罚款300000
(4) 公司董事意没采取切合理步骤确保第(2)款获遵守属犯罪处罚款300000监禁12月
(5) 某控犯第(3)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(2)款获遵守责
(b) 够执行该责
属免责辩护
377 How long accounting records to be preserved
(1) This section applies to any accounting records or any accounts and returns that are required by section 373(1) or 374(2) to be kept
(2) The company must preserve the records or the accounts and returns for 7 years after the end of the financial year to which the last entry made or matter recorded in the records or the accounts and returns relates
(3) A director of a company who fails to take all reasonable steps to secure compliance with subsection (2) commits an offence and is liable to a fine of 300000
(4) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (2) commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(5) If a person is charged with an offence under subsection (3) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (2) was complied with and
(b) was in a position to discharge that duty
378 原讼法庭命令代表董事查阅会计纪录
(1) 原讼法庭应公司董事申请藉命令授权某代表该董事查阅该公司会计纪录
(2) 非原讼法庭指示否述获授权制作关会计纪录文
(3) 原讼法庭作出命令 ——
(a) 述获授权查阅程中取资料作出限制命令
(b) 述获授权第(2) 款制作文权利作出限制命令
(c) 原讼法庭认合适命令
378 Court may order accounting records to be inspected on director’s behalf
(1) On application by a director of a company the Court may by order authorize a person to inspect the company’s accounting records on the director’s behalf
(2) Unless the Court otherwise directs a person so authorized may make copies of the accounting records
(3) The Court may make any or all of the following orders—
(a) an order limiting the use that a person so authorized may make of the information obtained during the inspection
(b) an order limiting the right of a person so authorized to make copies in accordance with subsection (2)
(c) any other order that it thinks fit
第3次分部 —— 财务报表
Subdivision 3—Financial Statements
379 董事须拟备财务报表
(1) 第(2)款规定外公司董事须财政年度拟备符合第380383条报表
(2) 第(3A)款规定外关财政年度终结时公司控权公司董事须该财政年度拟备符合第380381383条综合报表代
(3) 情况第(3A)款适 —— (2018年第35号第42条修订)
(a) 关财政年度终结时公司法团体全资附属公司 (2018年第35号第42条代)
(b) 情况 ——
(i) 关财政年度终结时公司法团体非全资附属公司
(ii) 该财政年度终结前少6月董事书面方式告知成员拟该财政年度拟备综合报表该通知关财政年度
(iii) 直该财政年度终结前3月日期没成员藉方式回应该通知：董事提出书面求求该财政年度拟备综合报表
(c) 情况 ——
(i) 关财政年度终结时公司法团体非全资附属公司
(ii) 该财政年度终结前成员均书面意该财政年度拟备综合报表该意关财政年度 (2018年第35号第42条增补)
(3A) ——
(a) 款第(3)(a)款适——董事须关财政年度拟备 ——
(i) 符合第380383条报表
(ii) 符合第380381383条综合报表
(b) 款第(3)(b)(c)款适——董事须关财政年度拟备符合第380383条报表 (2018年第35号第42条增补)
(4) 根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出财务报表文言该公司董事没采取切合理步骤确第(1)(2)(3A)款获遵守关董事属犯罪处罚款300000
(5) 根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出财务报表文言该公司董事意没采取切合理步骤确第(1)(2)(3A)款获遵守关董事属犯罪处罚款300000监禁12月
(6) 某控犯第(4)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)(2)(3A)款(视属情况定)获遵守责
(b) 够执行该责
属免责辩护
(2018年第35号第42条修订)
379 Directors must prepare financial statements
(1) Subject to subsection (2) a company’s directors must prepare for each financial year statements that comply with sections 380 and 383
(2) Subject to subsection (3A) if the company is a holding company at the end of the financial year the directors must instead prepare for the financial year consolidated statements that comply with sections 380 381 and 383
(3) Subsection (3A) applies— (Amended 35 of 2018 s 42)
(a) if the company is a wholly owned subsidiary of another body corporate at the end of the financial year
(b) if—
(i) the company is a partially owned subsidiary of another body corporate at the end of the financial year
(ii) at least 6 months before the end of the financial year the directors notify the members in writing of the directors’ intention not to prepare consolidated statements for the financial year and the notification does not relate to any other financial year and
(iii) as at a date falling 3 months before the end of the financial year no member has responded to the notification by giving the directors a written request for the preparation of consolidated statements for the financial year or
(c) if—
(i) the company is a partially owned subsidiary of another body corporate at the end of the financial year and
(ii) all members agree in writing before the end of the financial year that consolidated statements will not be prepared for the financial year and the agreement does not relate to any other financial year (Added 35 of 2018 s 42)
(3A) If this subsection applies because of—
(a) subsection (3)(a)—the directors must prepare for the financial year—
(i) statements that comply with sections 380 and 383 or
(ii) consolidated statements that comply with sections 380 381 and 383 or
(b) subsection (3)(b) or (c)—the directors must prepare for the financial year statements that comply with sections 380 and 383 (Added 35 of 2018 s 42)
(4) If as respects any financial statements a copy of which is laid before a company in general meeting under section 429 or sent to a member under section 430 or otherwise circulated published or issued by the company a director of the company fails to take all reasonable steps to secure compliance with subsection (1) (2) or (3A) the director commits an offence and is liable to a fine of 300000
(5) If as respects any financial statements a copy of which is laid before a company in general meeting under section 429 or sent to a member under section 430 or otherwise circulated published or issued by the company a director of the company wilfully fails to take all reasonable steps to secure compliance with subsection (1) (2) or (3A) the director commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(6) If a person is charged with an offence under subsection (4) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) (2) or (3A) (as the case may be) was complied with and
(b) was in a position to discharge that duty
(Amended 35 of 2018 s 42)
380 关财务报表般规定
(1) 关某财政年度周年财务报表须 ——
(a) 真实中肯反映公司该财政年度终结时财务状况
(b) 真实中肯反映公司该财政年度财务表现
(2) 关某财政年度周年综合财务报表须 ——
(a) 真实中肯反映公司附属企业该财政年度终结时整体财务状况
(b) 真实中肯反映公司附属企业该财政年度整体财务表现
(3) ——
(a) 公司关财政年度提交报告方面获豁免关该财政年度财务报表须符合附表4第1部
(b) 公司关财政年度提交报告方面获豁免关该财政年度财务报表须符合附表4第12部
(4) 关某财政年度财务报表须符合 ——
(a) 条例中关该财务报表规定
(b) 适该财务报表会计准
(5) 财务报表言符合第(3)(4)款足根第(1)(2)款作真实中肯反映该财务报表须载该目属必需额外资料
(6) 财务报表言 符合第(3)(4)款根第(1)(2)款作真实中肯反映规定互相抵触该财务报表须 ——
(a) 作真实中肯反映属必需范围放弃符合第(3)(4)款(视属情况定)
(b) 载放弃符合原详情影响
(7) 公司关财政年度提交报告方面获豁免第(1)(2)(5)(6)款适
(8) (2018年第35号第43条废)
(9) 条效力受第382条规限
380 General requirements for financial statements
(1) The annual financial statements for a financial year—
(a) must give a true and fair view of the financial position of the company as at the end of the financial year and
(b) must give a true and fair view of the financial performance of the company for the financial year
(2) The annual consolidated financial statements for a financial year—
(a) must give a true and fair view of the financial position of the company and all the subsidiary undertakings as a whole as at the end of the financial year and
(b) must give a true and fair view of the financial performance of the company and all the subsidiary undertakings as a whole for the financial year
(3) The financial statements for a financial year must comply with—
(a) if the company falls within the reporting exemption for the financial year Part 1 of Schedule 4 or
(b) if the company does not fall within the reporting exemption for the financial year Parts 1 and 2 of Schedule 4
(4) The financial statements for a financial year must also comply with—
(a) any other requirements of this Ordinance in relation to the financial statements and
(b) the accounting standards applicable to the financial statements
(5) If in relation to any financial statements compliance with subsections (3) and (4) would be insufficient to give a true and fair view under subsection (1) or (2) the financial statements must contain all additional information necessary for that purpose
(6) If in relation to any financial statements compliance with subsection (3) or (4) would be inconsistent with a requirement to give a true and fair view under subsection (1) or (2) the financial statements—
(a) must depart from subsection (3) or (4) (as the case may be) to the extent necessary for it to give a true and fair view and
(b) must contain the reasons for and the particulars and effect of the departure
(7) Subsections (1) (2) (5) and (6) do not apply if the company falls within the reporting exemption for the financial year
(8) (Repealed 35 of 2018 s 43)
(9) This section has effect subject to section 382
381 周年综合财务报表须涵盖附属企业
(1) 第(2)(3)款规定外关某财政年度周年综合财务报表须涵盖公司附属企业
(2) 公司关财政年度提交报告方面获豁免遵适该报表会计准间间附属企业豁周年综合报表外
(3) 公司关财政年度提交报告方面获豁免 ——
(a) 周年综合财务报表否涵盖间附属企业第380(2)(a)(b)条述真实中肯反映财务状况财务表现目言属关重该附属企业豁该报表外
(b) 周年综合财务报表否涵盖作整体间附属企业第380(2)(a)(b)条述真实中肯反映财务状况财务表现目言属关重该等附属企业豁该报表外
(4) 条效力受第382条规限
381 Subsidiary undertakings to be included in annual consolidated financial statements
(1) Subject to subsections (2) and (3) the annual consolidated financial statements for a financial year must include all the subsidiary undertakings of the company
(2) Where the company falls within the reporting exemption for the financial year one or more subsidiary undertakings may be excluded from the annual consolidated financial statements in compliance with the accounting standards applicable to the statements
(3) Where the company does not fall within the reporting exemption for the financial year—
(a) one subsidiary undertaking may be excluded from the annual consolidated financial statements if the inclusion of the subsidiary undertaking is not material for the purpose of giving a true and fair view of the financial position and of the financial performance mentioned in section 380(2)(a) and (b) and
(b) more than one subsidiary undertaking may be excluded from the annual consolidated financial statements if the inclusion of those subsidiary undertakings taken together is not material for the purpose of giving a true and fair view of the financial position and of the financial performance mentioned in section 380(2)(a) and (b)
(4) This section has effect subject to section 382
382 补充第380381条条文
(1) 私公司某财政年度中时间出现情况条适 ——
(a) 该公司违反章程细施加限制情况登记该公司股份转
(b) 该公司成员数超出第11(1)(a)(ii)条指明数
(c) 该公司邀请公众士认购该公司股份债权证
(2) 关公司关关财政年度财务报表须犹该公司公众公司情况符合第380381条规定
(3) 原讼法庭应关公司关事宜利害关系申请命令第(1)(2)款适
(4) 原讼法庭认公正合宜条款条件作出述命令
(5) 原讼法庭非信纳事宜否作出述命令 ——
(a) 第(1)(a)(b)(c)款述情况出现属意外
(b) 该情况出现属心失充分致
(c) 基理予宽免公正公
382 Provisions supplementary to sections 380 and 381
(1) This section applies if at any time during a financial year of a private company—
(a) the company registers any transfer of shares in the company in contravention of the restrictions imposed by the company’s articles
(b) the membership of the company exceeds the number specified in section 11(1)(a)(ii) or
(c) the company makes an invitation to the public to subscribe for any shares or debentures of the company
(2) The financial statements of the company for the financial year must comply with sections 380 and 381 as if the company were a public company
(3) The Court may on the application of the company or a person interested in the matter order that subsections (1) and (2) do not apply
(4) The Court may make the order on any terms and conditions that the Court thinks just and expedient
(5) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (1)(a) (b) or (c) was accidental
(b) it was due to inadvertence or to some other sufficient cause that the event occurred or
(c) it is just and equitable to grant the relief on other grounds
383 财务报表附注须载董事薪酬等资料
(1) 某财政年度财务报表须附注载规例款施行订明关事宜资料 ——
(a) 董事薪酬
(b) 董事退休利益
(c) 董事终止服务作出付款提供利益(该董事董事身分提供该服务出董事期间身分提供该服务)
(d) 士作出贷款类似贷款惠士交易 ——
(i) 关公司董事该公司控权公司董事
(ii) 受该等董事控制法团体
(iii) 该等董事关连实体
(e) 董事该公司订立交易安排合约中具具相分量利害关系 (2018年第35号第44条修订)
(f) 获提供服务予第三者代价第三者提供服务收取代价：委派某出董事委派某出董事期间身分提供服务
(2) 第(1)款中 ——
(a) 提述董事 ——
(i) 第(1)(b)款言包括前董事
(ii) 第(1)(c)款言包括前董事幕董事
(iii) 第(1)(d)(e)款言包括幕董事
(b) 提述受董事控制法团体具第492条予涵义
(c) 提述董事关连实体具第486条予涵义
(3) 第(1)(d)款规定公司遵守规例款施行订明规定关财务报表须载规例第(1)(d)款施行订明资料
(4) 财务报表附注须符合规例订明规定
(5) 公司董事幕董事5年公司董事幕董事须公司发出关符合说明事宜通知 ——
(a) 规例订明
(b) 关该
(c) 第(1)款目属必需
(6) 违反第(5)款属犯罪处第5级罚款
383 Notes to financial statements to contain information on directors’ emoluments etc
(1) The financial statements for a financial year must contain in the notes to the statements the information prescribed by the Regulation for the purposes of this subsection about the following—
(a) the directors’ emoluments
(b) the directors’ retirement benefits
(c) payments made or benefit provided in respect of the termination of the service of directors whether in the capacity of directors or in any other capacity while directors
(d) loans quasiloans and other dealings in favour of—
(i) directors of the company and of a holding company of the company
(ii) bodies corporate controlled by such directors and
(iii) entities connected with such directors
(e) material interests of directors in transactions arrangements or contracts entered into by the company (Amended 35 of 2018 s 44)
(f) consideration provided to or receivable by third parties for making available the services of a person as director or in any other capacity while director
(2) In subsection (1)—
(a) a reference to a director—
(i) in the case of subsection (1)(b) includes a former director
(ii) in the case of subsection (1)(c) includes a former director and shadow director and
(iii) in the case of subsection (1)(d) and (e) includes a shadow director
(b) a reference to a body corporate controlled by a director has the meaning given by section 492 and
(c) a reference to an entity connected with a director has the meaning given by section 486
(3) Despite subsection (1)(d) the financial statements for a financial year are not required to contain the information prescribed by the Regulation for the purposes of that subsection if the company complies with the requirements prescribed by the Regulation for the purposes of this subsection
(4) The notes to any financial statements must also comply with other requirements prescribed by the Regulation
(5) A person who is or has been during the preceding 5 years a director or shadow director of a company must give notice to the company of any matter that—
(a) is prescribed by the Regulation
(b) relates to the person and
(c) is necessary for the purposes of subsection (1)
(6) A person who contravenes subsection (5) commits an offence and is liable to a fine at level 5
384 须载财务报表附注详情登记册
(1) 非第383(3)条某详情便须第383(1)(d)条规定载关某财政年度财务报表附注公司须登记册记入该等详情
(2) 公司须述登记册备存关详情少10年该期间记入该等详情日期起计
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款
384 Register of particulars not required to be contained in notes to financial statements
(1) A company must enter into a register the particulars that would but for section 383(3) be required by section 383(1)(d) to be contained in the notes to the financial statements for a financial year
(2) A company must keep the particulars in the register for at least 10 years after the date on which the particulars are entered
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
385 须处备存第384条述登记册
(1) 公司须第384条述登记册备存 ——
(a) 该公司注册办事处
(b) 根第657条订立规例订明方
(2) 公司须备存第384条述登记册方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(3) 备存第384条述登记册方更改(公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(4) 第(2)款规定公司情况备存第384条述登记册方通知处长 ——
(a) 条生效日期#日开始存登记册言该登记册时刻备存该公司注册办事处
(b) ——
(i) 紧接该生效日期#前该公司前身条例第161BB条施行备存某登记册
(ii) 该生效日期#日该登记册紧接该生效日期#前备存该登记册方作第384条目登记册备存
(5) 公司违反第(1)(2)(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
385 Place where register mentioned in section 384 must be kept
(1) A company must keep the register mentioned in section 384 at—
(a) the company’s registered office or
(b) a place prescribed by regulations made under section 657
(2) A company must notify the Registrar of the place at which the register mentioned in section 384 is kept The notice must be in the specified form and be delivered to the Registrar for registration within 15 days after the register is first kept at that place
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register mentioned in section 384 is kept The notice must be in the specified form and be delivered to the Registrar for registration within 15 days after the change
(4) Subsection (2) does not require a company to notify the Registrar of the place at which the register mentioned in section 384 is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this section it has at all times been kept at the company’s registered office or
(b) if—
(i) immediately before that commencement date# the company kept a register for the purposes of section 161BB of the predecessor Ordinance and
(ii) on and after that commencement date# that register is kept as a register for the purposes of section 384 at the place at which that register was kept immediately before that commencement date# (Amended 35 of 2018 s 45)
(5) If a company contravenes subsection (1) (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
386 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司根第384条备存登记册
(2) 公司成员提出求缴付订明费权根第657条订立规例获提供该公司根第384条备存登记册(部分)文
(3) 条中 ——
订明(prescribed)指根第657条订立规例订明
386 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect the register kept by the company under section 384 in accordance with regulations made under section 657
(2) A member of a company is entitled on request and on payment of a prescribed fee to be provided with a copy of the register kept by the company under section 384 or any part of it in accordance with regulations made under section 657
(3) In this section—
prescribed (订明) means prescribed by regulations made under section 657
387 财务状况表须批准签署
(1) 属财务报表部分财务状况表 ——
(a) 须董事批准
(b) 须 ——
(i) 2名董事代表该等董事签署
(ii) (公司名董事)该名董事签署
(2) 份属财务报表部分财务状况表根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出均须述明代表董事签署该财务状况表姓名名称
(3) 公司传阅发布发出财务报表文言第(1)款遭违反该公司名责均属犯罪处第4级罚款
(4) 第(2)款遭违反公司名责均属犯罪处第4级罚款
387 Statement of financial position to be approved and signed
(1) A statement of financial position that forms part of any financial statements—
(a) must be approved by the directors and
(b) must be signed—
(i) by 2 directors on the directors’ behalf or
(ii) in the case of a company having only one director by the director
(2) Every copy of a statement of financial position that forms part of any financial statements laid before a company in general meeting under section 429 or sent to a member under section 430 or otherwise circulated published or issued by the company must state the name of the person who signed the statement on the directors’ behalf
(3) If as respects any financial statements a copy of which is circulated published or issued by the company subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
(4) If subsection (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
第4次分部 —— 董事报告
Subdivision 4—Directors’ Report
388 董事须拟备董事报告
(1) 公司董事须财政年度拟备符合说明报告 ——
(a) 符合第390543(2)条附表5
(b) 载规例订明资料
(c) 符合规例订明规定
(2) 第(1)款规定公司某财政年度控权公司董事该财政年度拟备周年综合财务报表董事须该财政年度拟备符合说明综合报告代 ——
(a) 符合第390543(2)条附表5
(b) 载规例订明资料
(c) 符合规例订明规定
(3) 情况第(1)(2)款规定关某财政年度董事报告须符合附表5 ——
(a) 关公司该财政年度提交报告方面获豁免
(b) 该财政年度终结时关公司法团体全资附属公司 (2018年第35号第46条修订)
(c) 关公司私公司该财政年度提交报告方面获豁免成员通项该公司该财政年度拟备该附表规定业务审视特决议
(4) (3)(c)款目通决议 ——
(a) ——
(i) 某财政年度通
(ii) 某财政年度财政年度通
(b) 须关董事报告关财政年度终结前少6 月通
(c) 藉特决议撤销
(5) 第(1)(2)(3)款效力受第389条规限
(6) 公司董事没采取切合理步骤确第(1)(2)款获遵守属犯罪处罚款150000
(7) 公司董事意没采取切合理步骤确第(1)(2)款获遵守属犯罪处罚款150000监禁6月
(8) 某控犯第(6)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)(2)款(视属情况定)获遵守责
(b) 够执行该责
属免责辩护
388 Directors must prepare directors’ report
(1) A company’s directors must prepare for each financial year a report that—
(a) complies with sections 390 and 543(2) and Schedule 5
(b) contains the information prescribed by the Regulation and
(c) complies with other requirements prescribed by the Regulation
(2) Despite subsection (1) if the company is a holding company in a financial year and the directors prepare annual consolidated financial statements for the financial year the directors must instead prepare for the financial year a consolidated report that—
(a) complies with sections 390 and 543(2) and Schedule 5
(b) contains the information prescribed by the Regulation and
(c) complies with other requirements prescribed by the Regulation
(3) Subsection (1) or (2) does not require the directors’ report for a financial year to comply with Schedule 5 if—
(a) the company falls within the reporting exemption for the financial year
(b) the company is a wholly owned subsidiary of another body corporate at the end of the financial year or (Amended 35 of 2018 s 46)
(c) the company is a private company that does not fall within the reporting exemption for the financial year and a special resolution is passed by the members to the effect that the company is not to prepare a business review required by that Schedule for the financial year
(4) A resolution for the purposes of subsection (3)(c)—
(a) may be passed in relation to—
(i) a financial year or
(ii) a financial year and every subsequent financial year
(b) must be passed at least 6 months before the end of the financial year to which the directors’ report relates and
(c) may only be revoked by a special resolution
(5) Subsections (1) (2) and (3) have effect subject to section 389
(6) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (2) commits an offence and is liable to a fine of 150000
(7) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) or (2) commits an offence and is liable to a fine of 150000 and to imprisonment for 6 months
(8) If a person is charged with an offence under subsection (6) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) or (2) (as the case may be) was complied with and
(b) was in a position to discharge that duty
389 第388条补充条文
(1) 私公司某财政年度中时间出现情况条适 ——
(a) 该公司违反章程细施加限制情况登记该公司股份转
(b) 该公司成员数超出第11(1)(a)(ii)条指明数
(c) 该公司邀请公众士认购该公司股份债权证
(2) 关关财政年度董事报告须犹关公司公众公司情况符合第388条规定
(3) 原讼法庭应关公司关事宜利害关系申请命令第(1)(2)款适
(4) 原讼法庭认公正合宜条款条件作出述命令
(5) 原讼法庭非信纳事宜否作出述命令 ——
(a) 第(1)(a)(b)(c)款述情况出现属意外
(b) 该情况出现属心失充分致
(c) 基理予宽免公正公
389 Provisions supplementary to section 388
(1) This section applies if at any time during a financial year of a private company—
(a) the company registers any transfer of shares in the company in contravention of the restrictions imposed by the company’s articles
(b) the membership of the company exceeds the number specified in section 11(1)(a)(ii) or
(c) the company makes an invitation to the public to subscribe for any shares or debentures of the company
(2) The directors’ report for the financial year is required to comply with section 388 as if the company were a public company
(3) The Court may on the application of the company or a person interested in the matter order that subsections (1) and (2) do not apply
(4) The Court may make the order on any terms and conditions that the Court thinks just and expedient
(5) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (1)(a) (b) or (c) was accidental
(b) it was due to inadvertence or to some other sufficient cause that the event occurred or
(c) it is just and equitable to grant the relief on other grounds
390 董事报告容：般规定
(1) 关某财政年度董事报告须载 ——
(a) 期间属公司董事姓名名称 ——
(i) 该财政年度
(ii) 该财政年度终结时起报告日期止期间
(b) 该公司该财政年度期间活动
(2) 董事报告须载符合说明事宜详情 ——
(a) 成员解公司事务状况言事关重事宜
(b) 董事认披露该事宜详情会损公司业务
(3) 第(4)款规定外条根第388(2)条须拟备董事报告具效力犹第(1)(2)款中提述关公司提述 —— (2018年第35号第47条修订)
(a) 该公司
(b) 关关财政年度周年综合财务报表涵盖附属企业
(4) 第(5)款指明条件均获符合条根第388(2)条须拟备董事报告具效力犹第(1)(b)(2)款中提述公司提述 ——
(a) 关公司
(b) 关关财政年度周年综合财务报表涵盖附属企业 (2018年第35号第47条增补)
(5) 关条件 ——
(a) 关公司关财政年度终结时属附属企业控权公司
(b) 该附属企业董事名单言第(6)款获符合述董事名单指该附属企业期间名董事姓名名称名单 ——
(i) 该财政年度
(ii) 该财政年度终结时起报告日期止期间 (2018年第35号第47条增补)
(6) 关姓名名称名单 ——
(a) 须第(7)款指明整段期间 ——
(i) 备存关公司注册办事处
(ii) 办公时间免费提供予成员查阅
(b) 须该整段期间该公司网站提供 (2018年第35号第47条增补)
(7) 关期间 ——
(a) 时间开始：公司第430612(1)(b)条董事报告文送交提供予成员日期日届满时
(b) 时间终结：第430612(1)(b)条关财政年度董事报告文送交提供予成员日期日 (2018年第35号第47条增补)
390 Contents of directors’ report general
(1) A directors’ report for a financial year must contain—
(a) the name of every person who was a director of the company—
(i) during the financial year or
(ii) during the period beginning with the end of the financial year and ending on the date of the report and
(b) the principal activities of the company in the course of the financial year
(2) A directors’ report must contain particulars of any other matter—
(a) that is material for the members’ appreciation of the state of the company’s affairs and
(b) the disclosure of which will not in the directors’ opinion be harmful to the business of the company
(3) Subject to subsection (4) this section has effect in relation to a directors’ report required to be prepared under section 388(2) as if a reference to the company in subsection (1) or (2) were a reference to— (Amended 35 of 2018 s 47)
(a) the company and
(b) the subsidiary undertakings included in the annual consolidated financial statements for the financial year
(4) If both of the conditions specified in subsection (5) are satisfied this section has effect in relation to a directors’ report required to be prepared under section 388(2) as if a reference to the company in subsections (1)(b) and (2) were a reference to—
(a) the company and
(b) the subsidiary undertakings included in the annual consolidated financial statements for the financial year (Added 35 of 2018 s 47)
(5) The conditions are—
(a) the company is a holding company of a subsidiary undertaking at the end of the financial year and
(b) subsection (6) is complied with in respect of a list of the name of every person who was a director of the subsidiary undertaking—
(i) during the financial year or
(ii) during the period beginning with the end of the financial year and ending on the date of the report (Added 35 of 2018 s 47)
(6) The list of the names—
(a) must throughout the period specified in subsection (7) be—
(i) kept at the company’s registered office and
(ii) made available for inspection by the members free of charge during business hours or
(b) must be made available on the company’s website throughout that period (Added 35 of 2018 s 47)
(7) The period is one that—
(a) begins on the expiry of the day on which the company sends or provides a copy of the directors’ report to the members in accordance with section 430 or 612(1)(b) and
(b) ends on the day on which a copy of the directors’ report for the subsequent financial year is sent or provided to the members in accordance with section 430 or 612(1)(b) (Added 35 of 2018 s 47)
391 董事报告须批准签署
(1) 董事报告 ——
(a) 须董事批准
(b) 须名董事公司秘书代表该等董事签署
(2) 份根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出董事报告均须述明代表董事签署该报告姓名名称
(3) 公司传阅发布发出董事报告文言第(1)款遭违反该公司名责均属犯罪处第4级罚款
(4) 第(2)款遭违反公司名责均属犯罪处第4级罚款
391 Directors’ report to be approved and signed
(1) A directors’ report—
(a) must be approved by the directors and
(b) must be signed on the directors’ behalf by a director or by the company secretary
(2) Every copy of a directors’ report laid before a company in general meeting under section 429 or sent to a member under section 430 or otherwise circulated published or issued by the company must state the name of the person who signed the report on the directors’ behalf
(3) If as respects any directors’ report a copy of which is circulated published or issued by the company subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
(4) If subsection (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
第5分部 —— 核数师核数师报告
Division 5—Auditor and Auditor’s Report
第1次分部 —— 导言
Subdivision 1—Preliminary
392 释义
分部中 ——
委期 (appointment period)某财政年度言指两日期中较早者起计28日期间 ——
(a) 根第430(3)612(1)(b)条公司名成员送交提供(视属情况定)关财政年度报告文件文日期
(b) 根第430(3)612(1)(b)条须公司名成员送交提供(视属情况定)关财政年度报告文件文限期日
停陈述 (cessation statement)指根第422(1)(2)(3)423(2)(a)条予陈述
执业单位 (practice unit)具专业会计师条例(第50章) 第2(1)条予该词涵义
情况陈述 (statement of circumstances)指根第424(a)425(1)(a)条予陈述
(编辑修订——2013年第1号编辑修订纪录)
392 Interpretation
In this Division—
appointment period (委期) in relation to a financial year means the period of 28 days beginning on whichever is the earlier of the following—
(a) the date on which a copy of the reporting documents for the previous financial year is sent or provided to every member of the company under section 430(3) or 612(1)(b) (as the case may be)
(b) the last date on which a copy of the reporting documents for the previous financial year must be sent or provided to every member of the company under section 430(3) or 612(1)(b) (as the case may be)
cessation statement (停陈述) means a statement given under section 422(1) (2) or (3) or 423(2)(a)
practice unit (执业单位) has the meaning given by section 2(1) of the Professional Accountants Ordinance (Cap 50)
statement of circumstance (情况陈述) means a statement given under section 424(a) or 425(1)(a)
第2次分部 —— 核数师委
Subdivision 2—Appointment of Auditor
393 获委资格
(1) 执业单位方资格根次分部获委公司核数师
(2) 士丧失根次分部获委公司核数师资格 ——
(a) 该公司高级员雇员
(b) (a)段述合伙雇员
(c) 符合说明士 ——
(i) (a)(b)段丧失获委述企业核数师资格：该公司附属企业母企业该母企业附属企业
(ii) 假该企业间公司便丧失获委资格
(3) 条中提述公司高级员雇员包括该公司核数师
393 Eligibility for appointment
(1) Only a practice unit is eligible for appointment as auditor of a company under this Subdivision
(2) The following are disqualified for appointment as auditor of a company under this Subdivision—
(a) a person who is an officer or employee of the company
(b) a person who is a partner or employee of a person mentioned in paragraph (a)
(c) a person who—
(i) is by virtue of paragraph (a) or (b) disqualified for appointment as auditor of any other undertaking that is a subsidiary undertaking or a parent undertaking of the company or is a subsidiary undertaking of that parent undertaking or
(ii) would be so disqualified if the undertaking were a company
(3) In this section a reference to an officer or employee of a company excludes an auditor of the company
394 须财政年度委核数师
(1) 须公司财政年度委核数师
(2) 核数师根次分部委
394 Auditor must be appointed for each financial year
(1) An auditor must be appointed for each financial year of a company
(2) An auditor may be appointed only under this Subdivision
395 董事委首核数师
(1) 条适公司 ——
(a) 根条例组成注册公司
(b) 根附表11释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司
(2) 公司须第610条首财政年度举行周年成员会董事该会前时间该首财政年度委该公司核数师
(3) 公司第612(1)(2)条须第610条首财政年度举行周年成员会董事财政年度委期前时间该首财政年度委该公司核数师
395 Appointment of first auditor by directors
(1) This section applies to—
(a) a company formed and registered under this Ordinance and
(b) a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
(2) If the company is required to hold an annual general meeting in accordance with section 610 in respect of its first financial year the directors may appoint the auditor of the company for that first financial year at any time before the annual general meeting
(3) If by virtue of section 612(1) or (2) the company is not required to hold an annual general meeting in accordance with section 610 in respect of its first financial year the directors may appoint the auditor of the company for that first financial year at any time before the appointment period in relation to the next financial year
396 公司成员委核数师
(1) 公司须藉财政年度举行周年成员会通决议某财政年度委该公司核数师
(2) 公司第612(2)条须第610条财政年度举行周年成员会第(1)款适该公司
(3) 公司某财政年度委该公司核数师 ——
(a) 该公司第612(2)条须第610条财政年度举行周年成员会
(b) 没根第403条作该财政年度度获委该公司核数师
该公司须藉成员会通决议作出该项委
(4) 第(3)款指委须关财政年度委期终结前作出
(5) 公司没财政年度举行周年成员会某财政年度委该公司核数师该公司须藉成员会通决议作出该项委
(6) 第395条适公司言董事没根该条该公司首财政年度委该公司核数师该公司藉成员会通决议作出该项委
396 Appointment of auditor by company members
(1) A company must appoint the auditor of the company for a financial year by a resolution passed at the annual general meeting held in respect of the previous financial year
(2) Subsection (1) does not apply to a company that by virtue of section 612(2) is not required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year
(3) A company must appoint the auditor of the company for a financial year by a resolution passed at a general meeting if—
(a) by virtue of section 612(2) it is not required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year and
(b) no person is deemed to be reappointed as auditor of the company for the financial year under section 403
(4) An appointment under subsection (3) must be made before the end of the appointment period in relation to the financial year
(5) If at the annual general meeting held in respect of the previous financial year a company has not appointed the auditor of the company for a financial year the company must make the appointment by a resolution passed at another general meeting
(6) A company to which section 395 applies may by a resolution passed at a general meeting appoint the auditor of the company for its first financial year if the directors have not done so under that section
397 填补期中空缺作出委
(1) 公司核数师职位出现期中空缺董事委填补该空缺
(2) 董事没述期中空缺出现月委填补该空缺成员藉成员会通决议委填补该空缺
397 Appointment to fill casual vacancy
(1) The directors may appoint a person to fill a casual vacancy in the office of auditor of the company
(2) If the directors have not done so within one month after the casual vacancy occurs the members may by a resolution passed at a general meeting appoint a person to fill the casual vacancy
398 原讼法庭委核数师
(1) 情况原讼法庭应公司成员申请某财政年度委该公司核数师 ——
(a) 该公司须第610条财政年度举行周年成员会 ——
(i) 该会没该财政年度获委该公司核数师
(ii) 没该条举行周年成员会
(b) 该公司第612(2)条须第610条财政年度举行周年成员会 ——
(i) 该财政年度委期终结时没该财政年度获委该公司核数师
(ii) 没根第403条作该财政年度度获委该公司核数师
(2) 没根第395(2)(3)条作出委没根第396(6)条作出委原讼法庭应第395条适公司成员申请该公司首财政年度委该公司核数师
(3) 没根第397条作出委原讼法庭应公司成员申请委填补该公司核数师职位期中空缺
398 Appointment of auditor by Court
(1) The Court may on application by a member of a company appoint the auditor of the company for a financial year if—
(a) in the case of a company required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year—
(i) at the annual general meeting no person has been appointed as auditor of the company for the financial year or
(ii) an annual general meeting has not been held in accordance with that section or
(b) in the case of a company not required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year by virtue of section 612(2)—
(i) at the end of the appointment period in relation to the financial year no person has been appointed as auditor of the company for the financial year and
(ii) no person is deemed to be reappointed as auditor of the company for the financial year under section 403
(2) The Court may on application by a member of a company to which section 395 applies appoint the auditor of the company for its first financial year if an appointment has not been made under sections 395(2) or (3) and 396(6)
(3) The Court may on application by a member of a company appoint a person to fill a casual vacancy in the office of auditor of the company if an appointment has not been made under section 397
399 委商号核数师效果
某商号商号名义获委公司核数师该项委须视符合说明士委 ——
(a) 该项委效期时担该商号合伙
(b) 资格根次分部获委该公司核数师没丧失该资格
399 Effect of appointing a firm as auditor
If a firm is appointed by the firm name as auditor of a company the appointment is to be regarded as an appointment of those persons who—
(a) are the partners in the firm from time to time during the currency of the appointment and
(b) are eligible and not disqualified for appointment as auditor of the company under this Subdivision
400 某情况委核数师须发出特通知
(1) 决议须该决议发出特通知 ——
(a) 建议第396(1)(3)(5)条目通项旨委某担核数师代指明决议
(b) 建议第397(2)条目通决议
附注——
请参阅第578 条该条列出关特通知规定
(2) 指明董事根第397(1)条委该核数师填补核数师职位期中空缺担核数师须建议第396(1)(3)(5)条目通项旨委该核数师决议发出特通知
(3) 公司收特通知须该通知文 ——
(a) 送交建议委核数师
(b) 送交 ——
(i) (属建议根第396(1)(3)(5)条委某代指明情况)该
(ii) (属建议根第396(1)(3)(5)条委某名根第397(1)(2)条作出委填补辞职出现期中空缺担核数师指明情况)该名辞职
(4) 条中 ——
指明 (specified incumbent)指 ——
(a) 新担公司核数师该核数师期已届满
(b) 核数师期会时间届满 ——
(i) 成员会结束时
(ii) 关财政年度委期终结时
400 Special notice required for resolution for appointing auditor in some cases
(1) Special notice is required for—
(a) a resolution proposed for the purposes of section 396(1) (3) or (5) for appointing a person as auditor in place of a specified incumbent and
(b) a resolution proposed for the purposes of section 397(2)
Note—
See also section 578 which sets out the requirements regarding special notice
(2) Special notice is also required for a resolution proposed for the purposes of section 396(1) (3) or (5) for appointing a specified incumbent as auditor if that incumbent holds office by virtue of an appointment by the directors to fill a casual vacancy under section 397(1)
(3) On receipt of a special notice the company must send a copy of it—
(a) to the person proposed to be appointed as auditor and
(b) in the case of—
(i) a proposed appointment under section 396(1) (3) or (5) of a person in place of a specified incumbent to that incumbent or
(ii) a proposed appointment under section 396(1) (3) or (5) of a specified incumbent who holds office by virtue of an appointment under section 397(1) or (2) to fill a casual vacancy caused by a resignation to the person who resigned
(4) In this section—
specified incumbent (指明) means—
(a) the person who is the last auditor of the company and whose term of office as auditor has expired or
(b) the person whose term of office as auditor will expire—
(i) at the end of the general meeting or
(ii) at the end of the appointment period in relation to the financial year concerned
401 议决委书面决议文须送交新旧核数师
(1) 第(2)款指明核数师委拟藉公司成员书面决议作出条适
(2) 述委 ——
(a) 根第396(1)(3)(5)条委某代指明
(b) 根第396(1)(3)(5)条委某名根第397(1)(2)条作出委填补辞职出现期中空缺担核数师指明
(3) 公司收建议决议文须该文 ——
(a) 送交建议委核数师
(b) 送交 ——
(i) (属第(2)(a)款情况)指明
(ii) (属第(2)(b)款情况)辞职
(4) 公司违反第(3)款关书面决议属效
(5) 条中 ——
指明 (specified incumbent)指 ——
(a) 新担公司核数师该核数师期已届满
(b) 核数师期会关财政年度委期终结时届满
401 Copies of written resolution for appointment must be sent to new and old auditors
(1) This section applies if an appointment of an auditor specified in subsection (2) is proposed to be effected by a written resolution of the members of a company
(2) The appointment is—
(a) an appointment under section 396(1) (3) or (5) of a person in place of a specified incumbent or
(b) an appointment under section 396(1) (3) or (5) of a specified incumbent who holds office by virtue of an appointment under section 397(1) or (2) to fill a casual vacancy caused by a resignation
(3) On receipt of a copy of the proposed resolution the company must send a copy of it—
(a) to the person proposed to be appointed as auditor and
(b) in the case of—
(i) subsection (2)(a) to the specified incumbent or
(ii) subsection (2)(b) to the person who resigned
(4) If a company contravenes subsection (3) the written resolution is ineffective
(5) In this section—
specified incumbent (指明) means—
(a) the person who is the last auditor of the company and whose term of office as auditor has expired or
(b) the person whose term of office as auditor will expire at the end of the appointment period in relation to the financial year concerned
402 核数师期
(1) 获委公司核数师委条款担该职位
(2) 第(1)款规定 ——
(a) 获委公司核数师前核数师委终止前担该职位
(b) 根第395396397398条某财政年度获委公司核数师直担该职位直 ——
(i) (该公司第610条该财政年度举行周年成员会)该周年成员会结束时
(ii) (该公司第612(1)条没第610条该财政年度举行周年成员会)第612(1)条目通书面决议日期
(iii) (该公司第612(2)条没第610条该财政年度举行周年成员会)财政年度委期终结时
402 Terms of office of auditor
(1) A person appointed as auditor of a company holds office in accordance with the terms of the appointment
(2) Despite subsection (1)—
(a) a person appointed as auditor of a company does not take office until the previous auditor’s appointment is terminated and
(b) a person appointed as auditor of a company for a financial year under section 395 396 397 or 398 holds office until—
(i) if the company holds an annual general meeting in accordance with section 610 in respect of the financial year the end of the annual general meeting
(ii) if by virtue of section 612(1) the company does not hold an annual general meeting in accordance with section 610 in respect of the financial year the date of the written resolution passed for the purposes of section 612(1) or
(iii) if by virtue of section 612(2) the company does not hold an annual general meeting in accordance with section 610 in respect of the financial year the end of the appointment period in relation to the next financial year
403 须作度获委核数师
(1) ——
(a) 公司第612(2)条须第610条关财政年度举行周年成员会
(b) 财政年度委期终结时没该财政年度获委该公司核数师
该委期终结时担该公司核数师须作该时刻相委条款该财政年度度获委该公司核数师
(2) 第(1)款规定情况关作财政年度度获委公司核数师 ——
(a) 该根第395397(1)条获委核数师
(b) 该公司章程细规定须作出实际委
(c) 该根该款作度获委前成员已成员会通决议议决该应该财政年度度获委核数师
(d) 该已该财政年度委期终结前少14日藉送交该公司书面通知拒绝度获委
(e) 该应度获委决议表决权成员中占少达需百分表决权成员该公司发出符合第(5)款通知
(3) 建议第(2)(c)款目通决议须该决议发出特通知
附注——
请参阅第578条该条列出关特通知规定
(4) 公司收特通知须该通知文送交建议度获委
(5) 第(2)(e)款指通知 ——
(a) 须述明关应度获委
(b) 须发出该通知成员认证
(c) 须印形式电子形式交付公司
(d) 须紧接度委应会生效时间前会计参期终结前送抵公司
(6) 条影响第6 次分部实施
(7) 某基理停核数师厘定须付予该补偿损害赔偿时失根条作度获委核数师机会须予考虑
(8) 条中 ——
需百分 (requisite percentage) 指5公司章程细条目指明较低百分
403 Person deemed to be reappointed as auditor
(1) If—
(a) by virtue of section 612(2) a company is not required to hold an annual general meeting in accordance with section 610 in respect of a financial year and
(b) at the end of the appointment period in relation to the next financial year no person has been appointed as auditor of the company for that next financial year
the person who is the auditor of the company as at the end of that appointment period is deemed to be reappointed at that time as auditor of the company for that next financial year on the same terms of appointment
(2) Despite subsection (1) the person is not deemed to be reappointed as auditor of the company for the next financial year if—
(a) the person was appointed as auditor under section 395 or 397(1)
(b) the company’s articles require an actual appointment
(c) before the person is deemed to be reappointed under that subsection the members have by a resolution passed at a general meeting resolved that the person should not be reappointed as auditor for that next financial year
(d) the person declines the reappointment in a written notice sent to the company at least 14 days before the end of the appointment period in relation to that next financial year or
(e) members representing at least the requisite percentage of the voting rights of all the members who would be entitled to vote on a resolution that the person should not be reappointed give the company a notice complying with subsection (5)
(3) Special notice is required for a resolution proposed for the purposes of subsection (2)(c)
Note—
See also section 578 which sets out the requirements regarding special notice
(4) On receipt of a special notice the company must send a copy of it to the person proposed not to be reappointed
(5) A notice for the purposes of subsection (2)(e)—
(a) must state that the person should not be reappointed
(b) must be authenticated by the member or members giving it
(c) must be delivered to the company in hard copy form or electronic form and
(d) must be received by the company before the end of the accounting reference period immediately preceding the time when the reappointment would have effect
(6) This section does not affect the operation of Subdivision 6
(7) In ascertaining the amount of any compensation or damages payable to a person on ceasing to hold office of auditor for any reason no account is to be taken of any loss of the opportunity of being deemed to be reappointed as auditor under this section
(8) In this section—
requisite percentage (需百分) means 5 or a lower percentage specified for the purposes of this section in the company’s articles
404 核数师酬金
(1) 成员委公司核数师酬金 ——
(a) 藉成员会通决议厘定
(b) 藉该决议指明方式厘定
(2) 董事委公司核数师酬金 ——
(a) 董事作出委时厘定
(b) (董事没厘定该酬金) ——
(i) 藉成员会通决议厘定
(ii) 藉该决议指明方式厘定
(3) 原讼法庭委公司核数师酬金 ——
(a) 原讼法庭作出委时厘定
(b) (原讼法庭没厘定该酬金) ——
(i) 藉成员会通决议厘定
(ii) 藉该决议指明方式厘定
(4) 条中 ——
酬金 (remuneration)公司核数师言包括该公司该核数师开支支付款项
404 Auditor’s remuneration
(1) The remuneration of an auditor of a company appointed by the members may be fixed—
(a) by a resolution passed at a general meeting or
(b) in the manner specified in such a resolution
(2) The remuneration of an auditor of a company appointed by the directors—
(a) may be fixed by the directors when making the appointment or
(b) if it has not been fixed by the directors may be fixed—
(i) by a resolution passed at a general meeting or
(ii) in the manner specified in such a resolution
(3) The remuneration of an auditor of a company appointed by the Court—
(a) may be fixed by the Court when making the appointment or
(b) if it has not been fixed by the Court may be fixed—
(i) by a resolution passed at a general meeting or
(ii) in the manner specified in such a resolution
(4) In this section—
remuneration (酬金) in relation to an auditor of a company includes any sum paid by the company in respect of the expenses of the auditor
第3次分部 —— 核数师报告
Subdivision 3—Auditor’s Report
405 核数师拟备报告职责
公司核数师须符合说明董事拟备财务报表拟备份成员提交报告︰该核数师该报表文根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出
405 Auditor’s duty to report
A company’s auditor must prepare a report for the members on any financial statements prepared by the directors a copy of which is laid before the company in general meeting under section 429 or is sent to a member under section 430 or otherwise circulated published or issued by the company during the auditor’s term of office
406 核数师财务报表董事报告等意见
(1) 核数师报告须述明该核数师意见 ——
(a) 关财务报表否遵条例妥拟备
(b) 尤关财务报表 ——
(i) (属关财政年度提交报告方面获豁免公司周年财务报表)否第380条规定真实中肯反映公司财务状况财务表现
(ii) (属关财政年度提交报告方面获豁免公司周年综合财务报表)否第380条规定真实中肯反映公司附属企业财务状况财务表现
(2) 公司核数师意见关某财政年度董事报告资料关该财政年度财务报表互相抵触该核数师 ——
(a) 须核数师报告述明该意见
(b) 成员会促请成员注意该意见
406 Auditor’s opinion on financial statements directors’ report etc
(1) An auditor’s report must state in the auditor’s opinion—
(a) whether the financial statements have been properly prepared in compliance with this Ordinance and
(b) in particular whether the financial statements—
(i) in the case of annual financial statements of a company that does not fall within the reporting exemption for the financial year give a true and fair view of the financial position and financial performance of the company as required by section 380 or
(ii) in the case of annual consolidated financial statements of a company that does not fall within the reporting exemption for the financial year give a true and fair view of the financial position and financial performance of the company and all the subsidiary undertakings as required by section 380
(2) If a company’s auditor is of the opinion that the information in a directors’ report for a financial year is not consistent with the financial statements for the financial year the auditor—
(a) must state that opinion in the auditor’s report and
(b) may bring that opinion to the members’ attention at a general meeting
407 核数师事宜予意见
(1) 核数师拟备核数师报告时须进行够事宜出结调查 ——
(a) 公司否已备存充分会计纪录 (2018年第35号第48条修订)
(b) 财务报表否该等会计纪录吻合
(2) 公司核数师意见 ——
(a) 公司没备存充分会计纪录 (2018年第35号第48条修订)
(b) 财务报表该等会计纪录事关重方面吻合
该核数师须核数师报告述明该意见
(3) 公司核数师没取知信审计工作言属必需事关重资料解释须核数师报告述明事实
(4) 财务报表符合第383(1)条核数师须力合理范围核数师报告加入项陈述述明该财务报表规定须载没载详情
407 Auditor’s opinion on other matters
(1) In preparing an auditor’s report the auditor must carry out an investigation that will enable the auditor to form an opinion as to—
(a) whether adequate accounting records have been kept by the company and
(b) whether the financial statements are in agreement with the accounting records
(2) A company’s auditor must state the auditor’s opinion in the auditor’s report if the auditor is of the opinion that—
(a) adequate accounting records have not been kept by the company or
(b) the financial statements are not in agreement with the accounting records in any material respect
(3) If a company’s auditor fails to obtain all the information or explanations that to the best of the auditor’s knowledge and belief are necessary and material for the purpose of the audit the auditor must state that fact in the auditor’s report
(4) If the financial statements do not comply with section 383(1) the auditor must include in the auditor’s report so far as the auditor is reasonably able to do so a statement giving the particulars that are required to be but have not been contained in the financial statements
408 关核数师报告容罪行
(1) 第(2)款指明明知罔顾果导致第407(2)(b)(3)条规定须载核数师报告陈述没载该报告属犯罪
(2) ——
(a) 拟备关核数师报告核数师然关 ——
(i) 该核数师
(ii) 该核数师雇员代理中名资格获委关公司核数师者
(b) 拟备关核数师报告核数师商号关该核数师名资格获委关公司核数师合伙该核数师雇员代理中名资格获委关公司核数师者 (2018年第17号第140条修订)
(c) 拟备关核数师报告核数师法团体关该核数师高级员成员雇员代理中名资格获委关公司核数师者
(3) 犯第(1)款订罪行处罚款150000
408 Offences relating to contents of auditor’s report
(1) Every person specified in subsection (2) commits an offence if the person knowingly or recklessly causes a statement required to be contained in an auditor’s report under section 407(2)(b) or (3) to be omitted from the report
(2) The persons are—
(a) if the auditor who prepares the auditor’s report is a natural person—
(i) the auditor and
(ii) every employee and agent of the auditor who is eligible for appointment as auditor of the company
(b) if the auditor who prepares the auditor’s report is a firm every partner employee and agent of the auditor who is eligible for appointment as auditor of the company or
(c) if the auditor who prepares the auditor’s report is a body corporate every officer member employee and agent of the auditor who is eligible for appointment as auditor of the company
(3) A person who commits an offence under subsection (1) is liable to a fine of 150000
409 核数师报告须签署
(1) 核数师报告 ——
(a) (关核数师然)须该核数师签署
(b) (关核数师商号法团体)须获授权代表该核数师签署名称然签署
(2) 核数师报告须述明该核数师姓名名称
(3) 份根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出核数师报告文均须述明关核数师姓名名称
(4) 第(3)款遭违反公司名责均属犯罪处第4级罚款
409 Auditor’s reports to be signed
(1) An auditor’s report must be signed—
(a) if the auditor is a natural person by the auditor or
(b) if the auditor is a firm or body corporate by a natural person authorized to sign the auditor’s name on the auditor’s behalf
(2) An auditor’s report must state the auditor’s name
(3) Every copy of an auditor’s report laid before a company in general meeting under section 429 or sent to a member under section 430 or otherwise circulated published or issued by the company must state the auditor’s name
(4) If subsection (3) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
第4次分部 —— 核数师权利特权等
Subdivision 4—Auditor’s Rights and Privileges etc
410 受约制特权
(1) 公司核数师履行该公司核数师职责时作出陈述提起诽谤诉讼作出该陈述非出恶意该核数师便需该陈述诽谤负法律责
(2) ——
(a) 公司核数师履行该公司核数师职责时拟备
(b) 条例规定须 ——
(i) 交付处长
(ii) 送交公司成员
文件发表提起诽谤诉讼发表该文件非出恶意均需该文件诽谤负法律责
(3) 条局限影响公司核数师诽谤诉讼中作告享权利特权豁免权
(4) 条中提述履行公司核数师职责包括 ——
(a) 作出停陈述该公司发出该项陈述求该公司该项陈述遵守第422(5)条指明规定
(b) 作出情况陈述该公司发出该项陈述
410 Qualified privileges
(1) In the absence of malice an auditor of a company is not liable to any action for defamation at the suit of any person in respect of any statement made by the auditor in the course of performing duties as auditor of the company
(2) In the absence of malice a person is not liable to any action for defamation at the suit of any person in respect of the publication of any document—
(a) prepared by an auditor of a company in the course of performing duties as auditor of the company and
(b) required by this Ordinance—
(i) to be delivered to the Registrar or
(ii) to be sent to any member of the company or any other person
(3) This section does not limit or affect any other right privilege or immunity that an auditor of a company or any other person has as defendant in an action for defamation
(4) In this section a reference to performing duties as auditor of a company includes—
(a) making a cessation statement giving the statement to the company and requesting the company to comply with the requirement specified in section 422(5) in relation to the statement and
(b) making a statement of circumstances and giving the statement to the company
411 成员会享权利
(1) 获委公司核数师权 ——
(a) 出席该公司成员会
(b) 该公司成员会该会讨事务中该作该公司核数师关部分发言
(2) 享第(1)(a)(b)款指权利属商号法团体该权利获该授权关成员会担代表然行
411 Rights in relation to general meeting
(1) A person appointed as auditor of a company is entitled—
(a) to attend any of the company’s general meetings and
(b) to be heard at any of the company’s general meetings on any part of the business of the meeting that concerns the person as auditor of the company
(2) A person’s entitlement under subsection (1)(a) or (b) is if the person is a firm or body corporate exercisable by a natural person authorized by the person to act as the person’s representative at the meeting
412 资料享权利
(1) 公司核数师权取该公司会计纪录
(2) 公司核数师求该公司关连实体关资料解释关时间该公司关连实体该核数师提供该核数师履行该公司核数师职责合理需资料解释
(3) 核数师根第(2)款求某提供资料解释该须接获求切实行范围快提供该资料解释
(4) 公司附属企业香港成立法团公司该公司核数师求该公司第(5)款指明处取该核数师履行该公司核数师职责合理需资料解释
(5) 关 ——
(a) 关附属企业
(b) 符合说明 ——
(i) 属述附属企业高级员核数师
(ii) 关资料解释关时间属该附属企业高级员核数师
(c) 符合说明 ——
(i) 持述附属企业会计纪录须该等纪录负责
(ii) 关资料解释关时间持该附属企业会计纪录须该等纪录负责
(6) 核数师根第(4)款求公司某处取资料解释该公司须接获求切实行范围快采取切合理步骤取该资料解释
(7) 回应第(2)(4)款指求时作出陈述刑事法律程序(第413条订罪行提起法律程序外)中作针该证
(8) 法律程序中某资料提出享法律专业保密权声称够成立条强迫披露该资料
(9) 条中 ——
关连实体 (related entity)公司言指 ——
(a) 该公司高级员
(b) 该公司附属企业该附属企业香港成立法团公司
(c) 该附属企业高级员核数师
(d) 持该公司附属企业会计纪录须该等纪录负责 (2018年第35号第49条修订)
高级员 (officer)属法团体附属企业言指 ——
(a) 该企业治团体成员
(b) 参该企业理 (2018年第35号第49条增补)
412 Rights in relation to information
(1) An auditor of a company has a right of access to the company’s accounting records
(2) An auditor of a company may require a person that is a related entity of the company or was a related entity of the company at the time to which the information or explanation relates to provide the auditor with any information or explanation that the auditor reasonably requires for the performance of the duties as auditor of the company
(3) If an auditor has required a person to provide any information or explanation under subsection (2) the person must provide the information or explanation as soon as practicable after being required
(4) If a subsidiary undertaking of a company is not a company incorporated in Hong Kong an auditor of the company may require the company to obtain from any of the persons specified in subsection (5) any information or explanation that the auditor reasonably requires for the performance of the duties as auditor of the company
(5) The persons are—
(a) the subsidiary undertaking
(b) a person who—
(i) is an officer or auditor of the subsidiary undertaking or
(ii) was an officer or auditor of the subsidiary undertaking at the time to which the information or explanation relates and
(c) a person who—
(i) holds or is accountable for any of the subsidiary undertaking’s accounting records or
(ii) held or was accountable for the subsidiary undertaking’s accounting records at the time to which the information or explanation relates
(6) If an auditor has required a company to obtain any information or explanation from a person under subsection (4) the company must take all reasonable steps to obtain the information or explanation as soon as practicable after being required
(7) A statement made by a person in response to a requirement under subsection (2) or (4) may not be used in evidence against the person in any criminal proceedings except proceedings for an offence under section 413
(8) This section does not compel a person to disclose information in respect of which a claim to legal professional privilege could be maintained in legal proceedings
(9) In this section—
officer (高级员) in relation to a subsidiary undertaking that is not a body corporate means—
(a) a member of the governing body of the undertaking or
(b) any other person involved in the management of the undertaking (Added 35 of 2018 s 49)
related entity (关连实体) in relation to a company means—
(a) an officer of the company
(b) a subsidiary undertaking of the company that is a company incorporated in Hong Kong
(c) an officer or auditor of such a subsidiary undertaking or
(d) a person holding or accountable for any of the accounting records of the company or such a subsidiary undertaking
413 关第412条罪行
(1) 违反第412(3)条属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(2) 某控犯第(1)款订罪行确立该提供关资料解释非合理切实行属免责辩护
(3) ——
(a) 公司核数师作出项陈述该陈述传达意传达该核数师根第412(2)(4)条求权根该条求提供资料解释
(b) 该陈述项具误导性属虚假具欺骗性
(c) 该知道该陈述项具误导性属虚假具欺骗性罔顾该陈述否项具误导性属虚假具欺骗性
该属犯罪
(4) 犯第(3)款订罪行 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
(5) 公司违反第412(6)条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(6) 某没附属企业处取资料解释控犯第(5)款订罪行确立 ——
(a) 根香港外某方法律该附属企业该告提供该资料解释属犯罪
(b) 该附属企业该理没告提供该资料解释
属免责辩护
(7) 条影响核数师提出申请权利︰申请强制令强制执行核数师根第412条享权利
413 Offences relating to section 412
(1) A person who contravenes section 412(3) commits an offence and is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(2) If a person is charged with an offence under subsection (1) it is a defence to establish that it was not reasonably practicable for the person to provide the information or explanation
(3) A person commits an offence if—
(a) the person makes a statement to an auditor of a company that conveys or purports to convey any information or explanation that the auditor requires or is entitled to require under section 412(2) or (4)
(b) the statement is misleading false or deceptive in a material particular and
(c) the person knows that or is reckless as to whether or not the statement is misleading false or deceptive in a material particular
(4) A person who commits an offence under subsection (3) is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(5) If a company contravenes section 412(6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(6) If a person is charged with an offence under subsection (5) for failing to obtain any information or explanation from a subsidiary undertaking or another person it is a defence to establish that—
(a) it would be an offence under the law of a place outside Hong Kong for the subsidiary undertaking or that other person to provide the information or explanation to the defendant and
(b) the subsidiary undertaking or that other person did not provide the information or explanation to the defendant on that ground
(7) This section does not affect an auditor’s right to apply for an injunction to enforce any of the auditor’s rights under section 412
414 核数师继核数师提供资料违反职责
(1) 属属公司核数师会仅提供工作资料违反该法律须承担核数师职责前提 ——
(a) 该该公司核数师
(b) 该已获委该公司核数师期尚未开始
(c) 该公司已该作出担核数师约该尚未获委
(2) 非关提供工作资料时 ——
(a) 真诚行事
(b) 合理相信该资料攸关该履行该公司核数师职责
否第(1)款适
(3) 条中 ——
工作资料 (workrelated information)属属公司核数师言指该核数师身分悉资料
414 Auditor may provide information to incoming auditor without contravening duties
(1) A person who is or has been an auditor of a company does not contravene any duty owed by the person as such auditor in law by reason only that the person gives workrelated information to another person—
(a) who is an auditor of the company
(b) who has been appointed as auditor of the company but whose term of office has not yet begun or
(c) to whom the company has offered the position as auditor but who has not yet been appointed
(2) Subsection (1) does not apply unless the person who gives workrelated information to another person—
(a) does so in good faith and
(b) reasonably believes that the information is relevant to the performance of that other person’s duties as auditor of the company
(3) In this section—
workrelated information (工作资料) in relation to a person who is or has been an auditor of a company means information of which the person became aware in the capacity of auditor
第5次分部 —— 核数师法律责
Subdivision 5—Auditor’s Liability
415 废止免核数师法律责条文
(1) 条适载公司章程细公司订立合约文件条文
(2) 某条文意豁免公司核数师需承担履行核数师职责程中关该公司疏忽失责失职违反信讬行关连情况应须承担法律责该条文属效
(3) 公司藉着某条文直接间接该公司核数师该公司联系公司核数师提供弥偿弥偿该核数师履行核数师职责程中关该公司联系公司( 视属情况定) 疏忽失责失职违反信讬行关连情况须承担法律责该条文属效
(4) 第(3)款阻止公司法律责该公司核数师该公司联系公司核数师投购保险保持该保险效 ——
(a) 该核数师履行核数师职责程中关该公司联系公司(视属情况定)疏忽失责失职违反信讬行(欺诈行外)关连情况承担法律责
(b) 该核数师针该核数师提出民事刑事法律程序中进行辩护招致法律责该法律程序针该核数师履行核数师职责程中犯关该公司联系公司(视属情况定)疏忽失责失职违反信讬行(包括欺诈行)提出
(5) 第(3)款阻止公司该公司核数师情况招致法律责弥偿该核数师 ——
(a) 该核数师民事刑事法律程序中进行辩护该核数师获判胜诉罪
(b) 第903904条指申请关连情况原讼法庭该核数师予宽免
(6) 条中提述履行核数师职责包括 ——
(a) 作出停陈述该公司予该项陈述求该公司该项陈述遵守第422(5) 条指明规定 (2018年第35号第50条修订)
(ab) 求该公司根第423(2)(b)条名成员送交停陈述文 (2018年第35号第50条增补)
(b) 作出情况陈述该公司予该项陈述
415 Avoidance of provisions protecting auditor from liability
(1) This section applies to a provision contained in a company’s articles or in a contract entered into by a company or otherwise
(2) If a provision purports to exempt an auditor of the company from any liability that would otherwise attach to the auditor in connection with any negligence default breach of duty or breach of trust occurring in the course of performance of the duties as auditor in relation to the company the provision is void
(3) If by a provision the company directly or indirectly provides an indemnity for an auditor of the company or an auditor of an associated company of the company against any liability attaching to the auditor in connection with any negligence default breach of duty or breach of trust occurring in the course of performance of the duties as auditor in relation to the company or associated company (as the case may be) the provision is void
(4) Subsection (3) does not prevent a company from taking out and keeping in force insurance for an auditor of the company or an auditor of an associated company of the company against—
(a) any liability to any person attaching to the auditor in connection with any negligence default breach of duty or breach of trust (except for fraud) occurring in the course of performance of the duties of auditor in relation to the company or associated company (as the case may be) or
(b) any liability incurred by the auditor in defending any proceedings (whether civil or criminal) taken against the auditor for any negligence default breach of duty or breach of trust (including fraud) occurring in the course of performance of the duties of auditor in relation to the company or associated company (as the case may be)
(5) Subsection (3) does not prevent a company from indemnifying an auditor of the company against any liability incurred by the auditor—
(a) in defending any proceedings (whether civil or criminal) in which judgment is given in the auditor’s favour or the auditor is acquitted or
(b) in connection with an application under section 903 or 904 in which relief is granted to the auditor by the Court
(6) In this section a reference to performance of the duties of auditor includes—
(a) making a cessation statement giving the statement to the company and requesting the company to comply with the requirement specified in section 422(5) in relation to the statement (Amended 35 of 2018 s 50)
(ab) requiring the company to send a copy of a cessation statement to every member under section 423(2)(b) and (Added 35 of 2018 s 50)
(b) making a statement of circumstances and giving the statement to the company
第6次分部 —— 核数师委终止
Subdivision 6—Termination of Auditor’s Appointment
416 委时终止
(1) 情况某作公司核数师委告终止 ——
(a) 期届满
(b) 该根第417(1)条辞该职位
(c) 该根第418条停核数师
(d) 该根第419(1)条免该职位
(e) 清盘令该公司作出
(2) 某商号商号名义获委公司核数师第399条视获委该核数师 ——
(a) 关期届满前该商号合伙
(b) 关期届满前具根第2次分部获委该公司核数师资格根第2次分部丧失该资格
该委告终止
(3) 获委公司核数师法团体该法团体解散时该委告终止
(4) 2名2名获委公司核数师中委终止该项终止影响委
416 When appointment is terminated
(1) A person’s appointment as auditor of a company is terminated if—
(a) the term of office expires
(b) the person resigns from office under section 417(1)
(c) the person ceases to be auditor under section 418
(d) the person is removed from office under section 419(1) or
(e) a winding up order is made in respect of the company
(2) Where a firm is appointed by the firm name as auditor of a company the appointment is also terminated if every person who is regarded as being appointed as auditor by virtue of section 399—
(a) ceases to be a partner in the firm before the term of office expires or
(b) ceases to be eligible or becomes disqualified for appointment as auditor of the company under Subdivision 2 before the term of office expires
(3) Where a body corporate is appointed as auditor of a company the appointment is also terminated if the body corporate is dissolved
(4) If 2 or more persons are appointed as auditor of a company and the appointment of any of the persons is terminated the termination does not affect the appointment of the other person
417 核数师辞职
(1) 藉公司发出书面通知辞核数师职位该通知须附第424条规定须予陈述
(2) 述期 ——
(a) 根第(1) 款公司发出通知日期终结时届满
(b) 该通知目指明较日期时间情况该时间届满
(3) 公司须收辞职通知日期起计15日述明该事实符合指明格式通知交付处长登记
(4) 公司违反第(3)款该公司名责均属犯罪处第5级罚款监禁6月关罪行持续罪行该罪行持续期间日处罚款1000
417 Resignation of auditor
(1) A person may resign from the office of auditor by giving the company a notice in writing that is accompanied by a statement required to be given under section 424
(2) Such a person’s term of office expires—
(a) at the end of the day on which notice is given to the company under subsection (1) or
(b) if the notice specifies a time on a later day for the purpose at that time
(3) Within 15 days beginning on the date on which a company receives a notice of resignation the company must deliver a notification in the specified form of that fact to the Registrar for registration
(4) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and to imprisonment for 6 months and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
418 停职位
(1) 担公司核数师期间具根第2次分部获委公司核数师资格丧失该资格该 ——
(a) 告停该公司核数师
(b) 须停日期起14日停事书面告知该公司
(2) 违反第(1)(b)款属犯罪处第4级罚款
(3) 某控犯第(2)款订罪行确立该知道没理相信该具根第2次分部获委公司核数师资格已丧失该资格属免责辩护
418 Cessation of office
(1) If while holding office as auditor of a company a person ceases to be eligible or becomes disqualified for appointment as auditor of the company under Subdivision 2 the person—
(a) immediately ceases to be auditor of the company and
(b) must notify the company of the cessation in writing within 14 days from the date of the cessation
(2) A person who contravenes subsection (1)(b) commits an offence and is liable to a fine at level 4
(3) If a person is charged with an offence under subsection (2) it is a defence to establish that the person did not know and had no reason to believe that the person had ceased to be eligible or had become disqualified for appointment as auditor of the company under Subdivision 2
419 公司核数师免
(1) ——
(a) 某公司间协议
(b) 公司章程细规定
该公司藉成员会通普通决议免该核数师职位
(2) 建议第(1)款目通普通决议须该决议发出特通知
附注——
请参阅第578条该条列出关特通知规定
(3) 公司收特通知须该通知文送交建议免
(4) 免普通决议获通公司须通该决议日期起计15日述明该事实通知交付处长登记该通知须符合指明格式
(5) 公司违反第(4)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
419 Company may remove auditor
(1) A company may by an ordinary resolution passed at a general meeting remove a person from the office of auditor despite—
(a) any agreement between the person and the company or
(b) anything in the company’s articles
(2) Special notice is required for an ordinary resolution proposed for the purposes of subsection (1)
Note—
See also section 578 which sets out the requirements regarding special notice
(3) On receipt of a special notice the company must send a copy of it to the person proposed to be removed
(4) If an ordinary resolution for the removal is passed the company must deliver a notice in the specified form of that fact to the Registrar for registration within 15 days beginning on the date on which it is passed
(5) If a company contravenes subsection (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
420 免核数师剥夺补偿损害赔偿等
第419条剥夺述事宜获付补偿损害赔偿 ——
(a) 该停公司核数师
(b) 该保持着核数师委终止终止委
420 Removed auditor not deprived of compensation damages etc
Section 419 does not deprive a person of compensation or damages payable to the person in respect of the person ceasing—
(a) to hold office as auditor of a company or
(b) to hold any appointment that is terminated with the termination of the person’s appointment as auditor
第7次分部 —— 离核数师求公司召开会议作出陈词权利
Subdivision 7—Outgoing Auditor’s Right to Requisition Meeting of Company and Make Representation
421 辞核数师求召开会议
(1) 根第417(1)条发出辞职通知该通知附根第424(a)条予情况陈述该藉连该辞职通知公司发出通知求董事召开公司成员会听取考虑该提交该会辞职关连情况解释
(2) 公司某日收述通知董事须该日起计21日召开成员会会议日期须予召开该会通知日期28日
(3) 公司董事违反第(2)款名没采取切合理步骤确成员会该款规定召开董事均属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
421 Resigning auditor may requisition meeting
(1) If a person gives under section 417(1) a notice of resignation that is accompanied by a statement of circumstances given under section 424(a) the person may by another notice given to the company with the notice of resignation require the directors to convene a general meeting of the company for receiving and considering the explanation of the circumstances connected with the resignation that the person places before the meeting
(2) Within 21 days beginning on the date on which the company receives that other notice the directors must convene a general meeting for a date falling within 28 days after the date on which the notice convening the meeting is given
(3) If the directors of a company contravene subsection (2) every director who failed to take all reasonable steps to secure that a general meeting was convened as required by that subsection commits an offence and is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
422 关成员会停陈述出席成员会
(1) 根第421(2)条召开成员会辞核数师职位 ——
(a) 公司予该作出陈述合理篇幅列明该项辞职背景情况
(b) 求该公司该陈述遵守第(5)款指明规定
(c) 权 ——
(i) 取关该成员会该公司成员权取项通知通讯
(ii) 出席该会
(iii) 该会讨事务中该作该公司核数师前核数师关部分发言
(2) 特通知根第400(1)(a)条委某代担核数师决议发出该 ——
(a) 公司予该作出陈述合理篇幅列明终止核数师委背景情况
(b) 求该公司该陈述遵守第(5)款指明规定
(c) 权 ——
(i) 取关该成员会该公司成员权取项通知通讯
(ii) 出席该会
(iii) 该会讨事务中该作该公司核数师前核数师关部分发言
(3) 特通知根第419(2)条免某核数师职位普通决议发出该 ——
(a) 公司予该作出陈述合理篇幅列明该项建议免背景情况
(b) 求该公司该陈述遵守第(5)款指明规定
(4) 享第(1)(c)(ii)(iii)(2)(c)(ii)(iii)款指权利属商号法团体该权利获该授权关成员会担代表然行
(5) 第(1)(b)(2)(b)(3)(b)款施行指明规定 ——
(a) 关公司收关陈述日期早根第571(1)条发出通知召开成员会日子超2日 ——
(i) 须发出予成员份关该会通知述明该陈述已作出规定
(ii) 已成员发出关该会通知须名该等成员送交该陈述文规定
(b) 该公司未该陈述文送交名获发已获发关该会通知成员须确保该会宣读该陈述规定
(6) 关公司非获第(7)款指命令豁免否须遵根第(1)(b)(2)(b)(3)(b)款提出求
(7) 原讼法庭应关公司声称受屈提出申请信纳已根第(1)(a)(b)(2)(a)(b)(3)款予陈述提出求 ——
(a) 滥行事权利
(b) 运该权利带诽谤成分事宜取必宣传
原讼法庭命令该公司获豁免需遵该求
(8) 公司违反第(6)款该公司名责均属犯罪处第5级罚款
422 Cessation statement in relation to and attendance at general meeting
(1) If a general meeting is convened under section 421(2) the person who resigns from the office of auditor—
(a) may give the company a statement by the person that sets out in reasonable length the circumstances surrounding the resignation
(b) may request the company to comply with the requirement specified in subsection (5) in relation to the statement and
(c) is entitled—
(i) to be given every notice of and every other item of communication relating to the general meeting that a member of the company is entitled to be given
(ii) to attend the general meeting and
(iii) to be heard at the general meeting on any part of the business of the meeting that concerns the person as auditor or former auditor of the company
(2) If special notice is given under section 400(1)(a) for a resolution for appointing a person as auditor in place of another person that other person—
(a) may give the company a statement by that other person that sets out in reasonable length the circumstances surrounding the termination of the appointment as auditor
(b) may request the company to comply with the requirement specified in subsection (5) in relation to the statement and
(c) is entitled—
(i) to be given every notice of and every other item of communication relating to the general meeting that a member of the company is entitled to be given
(ii) to attend the general meeting and
(iii) to be heard at the general meeting on any part of the business of the meeting that concerns the person as auditor or former auditor of the company
(3) If special notice is given under section 419(2) for an ordinary resolution for removing a person from the office of auditor the person—
(a) may give the company a statement by the person that sets out in reasonable length the circumstances surrounding the proposed removal and
(b) may request the company to comply with the requirement specified in subsection (5) in relation to the statement
(4) A person’s entitlement under subsection (1)(c)(ii) or (iii) or (2)(c)(ii) or (iii) is if the person is a firm or body corporate exercisable by a natural person authorized by the person to act as the person’s representative at the meeting
(5) The requirement specified for the purposes of subsection (1)(b) (2)(b) or (3)(b) is—
(a) if the company receives the statement on a date that is more than 2 days before the last day on which notice may be given under section 571(1) to call the general meeting the requirement—
(i) to state in every notice of the meeting given to the members that the statement has been made and
(ii) to send a copy of the statement to every member to whom a notice of the meeting is or has been given or
(b) if the company has not sent a copy of the statement to every member to whom a notice of the meeting is or has been given the requirement to ensure that the statement is read out at the meeting
(6) Unless exempted by an order under subsection (7) the company must comply with a request made under subsection (1)(b) (2)(b) or (3)(b)
(7) On application by the company or by anyone who claims to be aggrieved the Court may order that the company is exempted from complying with the request if it is satisfied that the person who has given a statement and made a request under subsection (1)(a) and (b) (2)(a) and (b) or (3)—
(a) has abused the right to do so or
(b) has used such a right to secure needless publicity for defamatory matter
(8) If a company contravenes subsection (6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
423 关书面决议停陈述
(1) 公司根第401(3)(b)(i)条某送交书面决议文条适
(2) 述收公司送交书面决议文14日 ——
(a) 该公司予该作出陈述合理篇幅列明终止核数师委背景情况
(b) 求该公司根第550552条传阅该书面决议时名成员送交该陈述文
(3) 第553条适传阅书面决议犹第553(3)条中21日提述28日取代样
(4) 公司非获第(5)款指命令豁免否须遵根第(2)(b)款作出求
(5) 原讼法庭应公司声称受屈提出申请信纳根第(2)款予陈述提出求 ——
(a) 滥行事权利
(b) 运该权利带诽谤成分事宜取必宣传
原讼法庭命令该公司获豁免需遵该求
(6) 公司违反第(4)款关书面决议属效
423 Cessation statement in relation to written resolution
(1) This section applies if a company sends a copy of a written resolution to a person under section 401(3)(b)(i)
(2) The person may within 14 days after receiving a copy of the written resolution from the company—
(a) give the company a statement by the person that sets out in reasonable length the circumstances surrounding the termination of the appointment as auditor and
(b) require the company to send a copy of the statement to every member at the same time when the written resolution is circulated under section 550 or 552
(3) Section 553 applies to the circulation of the written resolution as if the reference to 21 days in section 553(3) were replaced by a reference to 28 days
(4) Unless exempted by an order under subsection (5) the company must comply with a requirement made under subsection (2)(b)
(5) On application by the company or by anyone who claims to be aggrieved the Court may order that the company is exempted from complying with the requirement if it is satisfied that the person who has given a statement and made a requirement under subsection (2)—
(a) has abused the right to do so or
(b) has used such a right to secure needless publicity for defamatory matter
(6) If a company contravenes subsection (4) the written resolution is ineffective
第8次分部 —— 离核数师情况陈述
Subdivision 8—Outgoing Auditor’s Statement of Circumstances
424 辞核数师予陈述职责
根第417(1)条辞职位 ——
(a) 认辞职关连情况应获公司成员债权加注意须辞职时该公司予述明该情况陈述
(b) 认没述情况须辞职时该公司予述明没该情况陈述
424 Duty of resigning auditor to give statement
A person who resigns from office under section 417(1) must on the resignation give the company—
(a) if the person considers that there are circumstances connected with the resignation that should be brought to the attention of the company’s members or creditors a statement of those circumstances or
(b) if the person considers that there are no such circumstances a statement to that effect
425 卸遭免核数师予陈述职责
(1) 第(3)款规定外根第416(1)(a)(d)款遭终止核数师委 ——
(a) 认委终止关连情况应获公司成员债权加注意须委终止时该公司予述明该情况陈述
(b) 认没述情况须委终止时该公司予述明没该情况陈述
(2) ——
(a) 述期该根第403(2)(d)条作度获委届满该送交第(1)款述陈述须令该陈述财政年度委期终结前少14日送抵公司
(b) 属情况该送交第(1) 款述陈述须令该陈述委终止日期起计14日送抵公司
(3) 情况第(1)款适 ——
(a) 关委根第416(1)(a)条终止
(b) 该 ——
(i) 获委公司核数师期紧接届满期开始
(ii) 根第403条作财政年度度获委公司核数师
(4) 违反第(1)(2)款属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(5) 某控犯第(4)款订罪行确立该已采取切合理步骤确第(1)(2)款(视属情况定)获遵守属免责辩护
425 Duty of auditor who retires or is removed to give statement
(1) Subject to subsection (3) a person whose appointment as auditor is terminated under section 416(1)(a) or (d) must on the termination give the company—
(a) if the person considers that there are circumstances connected with the termination that should be brought to the attention of the company’s members or creditors a statement of those circumstances or
(b) if the person considers that there are no such circumstances a statement to that effect
(2) Such a person must send a statement mentioned in subsection (1) to the company so that it will be received by the company—
(a) where the person’s term of office expires because the person is not deemed to be reappointed as auditor under section 403(2)(d) at least 14 days before the end of the appointment period in relation to the next financial year or
(b) in any other case within 14 days beginning on the date of termination
(3) Subsection (1) does not apply if—
(a) the person’s appointment is terminated under section 416(1)(a) and
(b) the person—
(i) is appointed as auditor of the company for a term immediately following the term of office that expires or
(ii) is deemed by section 403 to be reappointed as auditor of the company for the next financial year
(4) A person who contravenes subsection (1) or (2) commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(5) If a person is charged with an offence under subsection (4) it is a defence to establish that the person took all reasonable steps to secure compliance with subsection (1) or (2) (as the case may be)
426 公司受屈情况陈述回应
(1) 情况陈述予公司该公司须收该陈述日期起计14日 ——
(a) 该公司名成员送交该陈述文
(b) 原讼法庭提出申请寻求作出指示需根(a)段送交该陈述文命令
(2) 公司根第(1)(b)款提出申请该公司须予关情况陈述予该公司发出关该申请通知
(3) 声称某情况陈述受屈公司收该陈述日期起计14日原讼法庭提出申请寻求作出指示需根第(1)(a)款送交该陈述文命令
(4) 根第(3)款提出申请该须关该申请通知发出予 ——
(a) 关公司
(b) 该公司予关情况陈述
(5) ——
(a) 公司予情况陈述
(b) 该公司收该陈述日期起计21日该没收第(2)(4)款指申请通知
该须7日该陈述文交付处长登记
(6) 公司违反第(1)款该公司名责均属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
(7) 违反第(5)款属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(8) 某控犯第(7)款订罪行确立该已采取切合理步骤确第(5)款获遵守属免责辩护
426 Company’s and aggrieved person’s responses to statement of circumstances
(1) If a company is given a statement of circumstances the company must within 14 days beginning on the date on which it receives the statement—
(a) send a copy of the statement to every member of the company or
(b) apply to the Court for an order directing that copies of the statement are not to be sent under paragraph (a)
(2) If a company makes an application under subsection (1)(b) it must give notice of the application to the person who has given the statement of circumstances to the company
(3) A person who claims to be aggrieved by a statement of circumstances may within 14 days beginning on the date on which the company receives the statement apply to the Court for an order directing that copies of the statement are not to be sent under subsection (1)(a)
(4) If a person makes an application under subsection (3) the person must give notice of the application to—
(a) the company and
(b) the person who has given the statement of circumstances to the company
(5) If—
(a) a person gives a company a statement of circumstances and
(b) within 21 days beginning on the date on which the company receives the statement the person has not received notice of an application under subsection (2) or (4)
the person must within the next 7 days deliver a copy of the statement to the Registrar for registration
(6) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(7) If a person contravenes subsection (5) the person commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(8) If a person is charged with an offence under subsection (7) it is a defence to establish that the person took all reasonable steps to secure compliance with subsection (5)
427 原讼法庭命令送交情况陈述
(1) 根第426(1)(b)(3)条公司予情况陈述提出申请条适
(2) 原讼法庭信纳述滥情况陈述运情况陈述带诽谤成分事宜取必宣传 ——
(a) 原讼法庭须指示需根第426(1)(a)条送交该陈述文
(b) 原讼法庭命令该支付申请该申请招致讼费全部部分该该申请方然
(3) 原讼法庭根第(2)(a)款作出指示公司须该指示作出日期起计15日 ——
(a) 列明该指示效力通知送交 ——
(i) 该公司名成员
(ii) 该公司予关情况陈述该已指名法律程序方外
(b) 该通知文交付处长登记
(4) 原讼法庭决定批准关申请公司须该决定作出日期关法律程序原中止日期起计15日 ——
(a) 关该决定通知发出予该公司予情况陈述
(b) 该公司名成员该送交该情况陈述文
(5) 关须收第(4)(a)款指通知日期起计7日情况陈述文交付处长登记
427 Court may order statement of circumstances not to be sent
(1) This section applies if an application has been made under section 426(1)(b) or (3) in relation to a statement of circumstances given by a person to a company
(2) If the Court is satisfied that the person has abused the use of the statement of circumstances or is using the statement to secure needless publicity for defamatory matter the Court—
(a) must direct that copies of the statement are not to be sent under section 426(1)(a) and
(b) may order the person though not a party to the application to pay the applicant’s costs on the application in whole or in part
(3) If the Court gives directions under subsection (2)(a) the company must within 15 days beginning on the date on which the directions are given—
(a) send a notice setting out the effect of the directions to—
(i) every member of the company and
(ii) unless already named as a party to the proceedings the person who has given the statement of circumstances to the company and
(b) deliver a copy of the notice to the Registrar for registration
(4) If the Court decides not to grant the application the company must within 15 days beginning on the date on which the decision is made or on which the proceedings are discontinued for any reason—
(a) give notice of the decision to the person who has given the statement of circumstances to the company and
(b) send a copy of the statement of circumstances to every member of the company and to that person
(5) Within 7 days beginning on the date on which a person receives a notice under subsection (4)(a) the person must deliver a copy of the statement of circumstances to the Registrar for registration
428 关第427条罪行
(1) 公司违反第427(3)(4)款该公司名责均属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
(2) 违反第427(5)条属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(3) 某违反第427(5)条控犯第(2)款订罪行确立该已采取切合理步骤确该条获遵守属免责辩护
428 Offences relating to section 427
(1) If a company contravenes section 427(3) or (4) the company and every responsible person of the company commit an offence and each is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(2) A person who contravenes section 427(5) commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(3) If a person is charged with an offence under subsection (2) for contravening section 427(5) it is a defence to establish that the person took all reasonable steps to secure compliance with that section
第6分部 —— 提交发布财务报表报告
Division 6—Laying and Publication of Financial Statements and Reports
429 董事须财务报表等成员会提交公司省览
(1) 公司董事须第431条指明期间财政年度关该财政年度报告文件文周年成员会原讼法庭指示成员会提交公司省览
(2) 周年成员会根第612条须某财政年度举行第(1)款该财政年度适
(3) 公司董事没采取切合理步骤确保第(1)款获遵守属犯罪处罚款300000
(4) 公司董事意没采取切合理步骤确保第(1)款获遵守属犯罪处罚款300000监禁12月
(5) 某控犯第(3)款订罪行 ——
(a) 确立该合理理相信确实相信胜 ——
(i) 已获委确保第(1)款获遵守责
(ii) 够执行该责
属免责辩护
(b) 确立关财务报表报告事实非条例规定拟备构成该免责辩护
429 Directors must lay financial statements etc before company in general meeting
(1) A company’s directors must in respect of each financial year lay before the company in annual general meeting or in any other general meeting directed by the Court a copy of the reporting documents for the financial year within the period specified in section 431
(2) Subsection (1) does not apply in relation to a financial year in respect of which an annual general meeting is not required to be held under section 612
(3) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) commits an offence and is liable to a fine of 300000
(4) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(5) If a person is charged with an offence under subsection (3)—
(a) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(i) was charged with the duty of ensuring that subsection (1) was complied with and
(ii) was in a position to discharge that duty and
(b) it is not a defence to establish that the financial statements or report was not in fact prepared as required by this Ordinance
430 公司须成员会前成员送交财务报表等文
(1) 公司须第610条某财政年度举行周年成员会该公司须第429条规定须获提交关该财政年度报告文件文该会日期前少21日名成员送交该文
(2) 施行第(1)款关关财政年度报告文件文第429条规定须获提交该文关会日期前足21日送交成员权出席该会该会投票成员均意该文须视已该日期前少21日送交该成员
(3) 公司第612(2)条须第610条某财政年度举行周年成员会该公司须第431条指明期间名成员送交关该财政年度报告文件文
(4) 施行第833(3)(c)条 ——
(a) 第(1)款言关通知须第429条规定须获提交关报告文件文成员会日期前少21日送交
(b) 第(3)款言关通知须根该款名成员送交报告文件文日期前少21日送交
(5) 施行第833(3)(d)(i)条指明期间 ——
(a) 第(1)款言第429条规定须获提交关报告文件文成员会日期前少21日开始该会日期终结期间
(b) 第(3)款言送交第833(3)(c)条指通知日期21日期间
(6) 报告文件文段期间中日期根条送交条例中提述根条送交该文日期处言该文须视该期间日送交
430 Company must send copies of financial statements etc to members before general meeting
(1) If a company is required to hold an annual general meeting in accordance with section 610 in respect of a financial year the company must send a copy of the reporting documents for the financial year to every member at least 21 days before the date of the meeting at which the copy is required by section 429 to be laid
(2) For the purposes of subsection (1) even though a copy of the reporting documents for the financial year is sent to a member less than 21 days before the date of the meeting at which the copy is required by section 429 to be laid the copy is to be regarded as having been sent to the member at least 21 days before that date if so agreed by all members entitled to attend and vote at that meeting
(3) If by virtue of section 612(2) a company is not required to hold an annual general meeting in accordance with section 610 in respect of a financial year the company must send a copy of the reporting documents for the financial year to every member within the period specified in section 431
(4) For the purposes of section 833(3)(c) a notification is to be sent—
(a) in the case of subsection (1) at least 21 days before the date of the general meeting at which a copy of the reporting documents is required by section 429 to be laid or
(b) in the case of subsection (3) at least 21 days before the date on which a copy of the reporting documents is sent to every member under that subsection
(5) The period specified for the purposes of section 833(3)(d)(i) is—
(a) in the case of subsection (1) the period beginning at least 21 days before the date of the general meeting at which a copy of the reporting documents is required by section 429 to be laid and ending on the date of that meeting or
(b) in the case of subsection (3) the period of 21 days after the date on which a notification under section 833(3)(c) is sent
(6) If a copy or copies of the reporting documents are sent under this section over a period of days the copy or copies are to be regarded as having been sent on the last day of the period for the purpose of a reference in this Ordinance to the day on which the copy or copies are sent under this section
431 提交送交财务报表等期间
(1) 第(2)款规定外 ——
(a) 关财政年度藉参某会计参期定出该会计参期终结时关公司担保限公司第(3)款描述私公司 ——
(i) 第(ii)节规定外 施行第429(1)430(3)条指明期间该会计参期终结9月期间原讼法庭指示较长期间
(ii) 该会计参期该公司首会计参期长度超12月施行第429(1)430(3)条指明期间第(4)(a)(b)款列明期间中届满者
(b) 该会计参期终结时关公司担保限公司第(3)款描述私公司 ——
(i) 第(ii)节规定外 施行第429(1)430(3)条指明期间该会计参期终结6月期间原讼法庭指示较长期间
(ii) 该会计参期该公司首会计参期长度超12月施行第429(1)430(3)条指明期间第(5)(a)(b)款列明期间中届满者
(2) 关财政年度藉参某会计参期定出根第371(1)条指明新会计参日该会计参期缩短施行第429(1)430(3)条指明期间期间中届满者 ——
(a) 第(1)款指明期间
(b) 董事决议日期3月期间
(3) 第(1)(a)(b)款言关私公司关财政年度时间均属公众公司附属公司私公司
(4) 施行第(1)(a)(ii)款列明期间 ——
(a) 公司成立法团首周年日9月期间原讼法庭指示较长期间
(b) (关财政年度藉参某会计参期定出)该会计参期终结3月期间
(5) 施行第(1)(b)(ii)款列明期间 ——
(a) 公司成立法团首周年日6月期间原讼法庭指示较长期间
(b) (关财政年度藉参某会计参期定出)该会计参期终结3月期间
431 Period for laying and sending financial statements etc
(1) Subject to subsection (2) the period specified for the purposes of sections 429(1) and 430(3) is—
(a) where the company is a private company described in subsection (3) or a company limited by guarantee at the end of the accounting reference period by reference to which the financial year is determined—
(i) subject to subparagraph (ii) the period of 9 months or any longer period directed by the Court after the end of that accounting reference period or
(ii) if that accounting reference period is the company’s first accounting reference period and is longer than 12 months whichever of the periods set out in subsection (4)(a) and (b) expires last or
(b) where the company is neither a private company described in subsection (3) nor a company limited by guarantee at the end of that accounting reference period—
(i) subject to subparagraph (ii) the period of 6 months or any longer period directed by the Court after the end of that accounting reference period or
(ii) if that accounting reference period is the company’s first accounting reference period and is longer than 12 months whichever of the periods set out in subsection (5)(a) and (b) expires last
(2) If after a new accounting reference date is specified under section 371(1) the accounting reference period by reference to which the financial year is determined is shortened the period specified for the purposes of section 429(1) and 430(3) is whichever of the following expires last—
(a) the period specified in subsection (1)
(b) the period of 3 months after the date of the directors’ resolution
(3) For the purposes of subsection (1)(a) or (b) the private company is one that is not a subsidiary of a public company at any time during the financial year
(4) The periods set out for the purposes of subsection (1)(a)(ii) are—
(a) the period of 9 months or any longer period directed by the Court after the first anniversary of the company’s incorporation and
(b) the period of 3 months after the end of the accounting reference period by reference to which the financial year is determined
(5) The periods set out for the purposes of subsection (1)(b)(ii) are—
(a) the period of 6 months or any longer period directed by the Court after the first anniversary of the company’s incorporation and
(b) the period of 3 months after the end of the accounting reference period by reference to which the financial year is determined
432 第430条例外情况
(1) 公司知悉某成员址第430条规定该公司该成员送交文件文
(2) 第430条规定公司文件文送交 ——
(a) (属股份联名持均权获取公司成员会通知情况)名该等持
(b) (属股份联名持部分权获取公司成员会通知部分没该项权利情况)权获取公司成员会通知持 (2018年第35号第51条修订)
(3) 公司已根第441条应第444条指求某成员送交关关财政年度财务摘报告文第430条规定该公司该成员送交文件文
(4) 公司没股第430条规定该公司权获取该公司成员会通知成员送交文件文
432 Exception to section 430
(1) Section 430 does not require a company to send a copy of any document to a member whose address is unknown to the company
(2) Section 430 does not require a company to send a copy of any document—
(a) in the case of joint holders of shares none of whom is entitled to receive notices of the company’s general meeting to more than one of the holders or
(b) in the case of joint holders of shares some of whom are so entitled and some not to those who are not entitled
(3) Section 430 does not require a company to send a copy of any document to a member if the company has sent the member a copy of the summary financial report for the financial year under section 441 or in compliance with a request under section 444
(4) If a company does not have a share capital section 430 does not require the company to send a copy of any document to a member who is not entitled to receive notice of general meeting of the company
433 关第430条罪行
(1) 公司违反第430(1)条该公司名责均属犯罪处第5 级罚款
(2) 公司违反第430(3)条该公司名责均属犯罪处罚款300000
(3) 公司意违反第430(3)条该公司名责均属犯罪处罚款300000监禁12月
(4) 某控犯第(1)(2)款订罪行确立关财务报表报告事实非条例规定拟备构成该免责辩护
433 Offences relating to section 430
(1) If a company contravenes section 430(1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
(2) If a company contravenes section 430(3) the company and every responsible person of the company commit an offence and each is liable to a fine of 300000
(3) If a company wilfully contravenes section 430(3) the company and every responsible person of the company commit an offence and each is liable to a fine of 300000 and to imprisonment for 12 months
(4) If a person is charged with an offence under subsection (1) or (2) it is not a defence to establish that the financial statements or report was not in fact prepared as required by this Ordinance
434 公司须表决权成员送交文件
(1) 公司须根第430条送交报告文件文时时权该公司成员会表决名成员送交 ——
(a) 该公司发出该公司连第430条指报告文件文传阅文件文
(b) 传阅旨提供关该公司事务资料文件文
(2) 公司违反第(1)款该公司名责均属犯罪处第5级罚款
434 Company must send to nonvoting members other documents
(1) A company must at the same time when it sends a copy of the reporting documents under section 430 send to every member who is not entitled to vote at a general meeting of the company—
(a) a copy of any document issued by the company and circulated by the company with a copy of the reporting documents under section 430 and
(b) a copy of any other document intended for the purpose of providing information about the company’s affairs that is so circulated
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
435 公司须应求成员送交财务报表等文
(1) 公司须成员成员遗产代理作出求7 日该成员遗产代理送交 ——
(a) 财务报表文份
(b) 董事报告文份
(c) 该财务报表作出核数师报告文份
(2) 权获根第(1)款送交文件文该权获根第430条送交文件文外该权获送交文
(3) 公司违反第(1)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 某控犯第(3)款订罪行确立关成员成员遗产代理(视属情况定)前取关文件作出求已获提供该文件文属免责辩护
435 Company must send copies of financial statements etc to members and others on demand
(1) Within 7 days after a demand is made by a member or a member’s personal representative a company must send to the member or personal representative—
(a) one copy of the latest financial statements
(b) one copy of the latest directors’ report or
(c) one copy of the auditor’s report on those latest financial statements
(2) A copy of a document that a person is entitled to be sent under subsection (1) is in addition to any copy of the document that the person is entitled to be sent under section 430
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If a person is charged with an offence under subsection (3) it is a defence to establish that the member or member’s personal representative (as the case may be) had previously made another demand for the document concerned and had been provided with a copy of the document
436 发布财务报表等关连规定
(1) 情况条适 ——
(a) 公司传阅发布发出 ——
(i) 关该公司指明财务报表
(ii) 关该公司非法定帐目
(b) 公司方式提供该财务报表帐目公众查阅该方式意邀请般公众士某类公众士阅览该财务报表帐目
(2) 指明财务报表须附该报表作出核数师报告
(3) 非法定帐目须附项声明示明 ——
(a) 该帐目关公司指明财务报表
(b) 该帐目涵盖财政年度指明财务报表否已交付处长
(c) 否已关该财政年度指明财务报表拟备核数师报告
(d) 该核数师报告否 ——
(i) 保留方式修改
(ii) 提述该核数师该报告作保留情况强调方式促请关注意事宜
(iii) 载根第406(2)407(2)(3)条作出陈述
(4) 非法定帐目附指明财务报表作出核数师报告
(5) 第(2)(3)(4)款遭违反公司名责均属犯罪处罚款150000
(6) 条中 ——
非法定帐目 (nonstatutory accounts)公司言 ——
(a) 指 ——
(i) 关意涵盖该公司某财政年度财务状况表全面收益表该财务状况表收益表作董事拟备财务报表部分
(ii) 形式出现作董事拟备财务报表部分帐目该帐目意作包含该公司附属企业公司集团财务状况表全面收益表该财务状况表收益表关意涵盖该公司某财政年度
(b) 包括财务摘报告 (2018年第35号第52条代)
指明财务报表 (specified financial statements)公司言指董事拟备财务报表该报表文 ——
(a) 须第429(1)条规定成员会提交公司省览
(b) 该公司须第430(3)条规定送交名成员方式传阅发布发出
436 Requirement in connection with publication of financial statements etc
(1) This section applies if a company—
(a) circulates publishes or issues—
(i) any specified financial statements in relation to the company or
(ii) any nonstatutory accounts in relation to the company or
(b) otherwise makes such financial statements or accounts available for public inspection in a manner calculated to invite members of the public generally or any class of them to read the financial statements or accounts
(2) The specified financial statements must be accompanied by the auditor’s report on those statements
(3) The nonstatutory accounts must be accompanied by a statement indicating—
(a) that those accounts are not specified financial statements in relation to the company
(b) whether the specified financial statements for the financial year with which those accounts purport to deal have been delivered to the Registrar
(c) whether an auditor’s report has been prepared on the specified financial statements for the financial year and
(d) whether the auditor’s report—
(i) was qualified or otherwise modified
(ii) referred to any matter to which the auditor drew attention by way of emphasis without qualifying the report or
(iii) contained a statement under section 406(2) or 407(2) or (3)
(4) The nonstatutory accounts must not be accompanied by any auditor’s report on the specified financial statements
(5) If subsection (2) (3) or (4) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine of 150000
(6) In this section—
nonstatutory accounts (非法定帐目) in relation to a company—
(a) means—
(i) any statement of financial position or statement of comprehensive income otherwise than as part of any financial statements prepared by the directors relating to or purporting to deal with a financial year of the company or
(ii) accounts in any form otherwise than as part of any financial statements prepared by the directors purporting to be a statement of financial position or statement of comprehensive income for a group of companies consisting of the company and its subsidiary undertakings relating to or purporting to deal with a financial year of the company but
(b) excludes any summary financial report (Replaced 35 of 2018 s 52)
specified financial statements (指明财务报表) in relation to a company means any financial statements prepared by the directors—
(a) a copy of which is required by section 429(1) to be laid before the company in general meeting or
(b) a copy of which is required by section 430(3) to be sent to every member or is otherwise circulated published or issued by the company
第7分部 —— 财务摘报告
Division 7—Summary Financial Reports
437 释义
分部中 ——
潜成员 (potential member)公司言指权(条件条件)成该公司成员
437 Interpretation
In this Division—
potential member (潜成员) in relation to a company means a person who is entitled whether conditionally or unconditionally to become a member of the company
438 分部适范围
公司某财政年度提交报告方面获豁免分部该财政年度适该公司
438 Application of Division
This Division applies to a company in relation to a financial year if the company does not fall within the reporting exemption for the financial year
439 董事藉摘形式拟备财务报告
(1) 公司董事某财政年度摘形式拟备财务报告该报告容须根第430条须送交公司名成员关该财政年度报告文件文
(2) 根第(1)款拟备财务报告 ——
(a) 须载规例订明资料
(b) 须符合规例订明规定
(3) 第(2)款遭违反 ——
(a) 没采取切合理步骤确该款获遵守董事属犯罪处罚款300000
(b) 意采取切合理步骤确该款获遵守董事属犯罪处罚款300000监禁12月
(4) 某控犯第(3)(a)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(2)款获遵守责
(b) 够执行该责
属免责辩护
439 Directors may prepare financial report in summary form
(1) The directors of a company may prepare for a financial year a financial report in summary form derived from the reporting documents for the financial year a copy of which is required to be sent to every member of the company under section 430
(2) A financial report prepared under subsection (1)—
(a) must contain the information prescribed by the Regulation and
(b) must comply with other requirements prescribed by the Regulation
(3) If subsection (2) is contravened—
(a) a director who failed to take all reasonable steps to secure compliance with that subsection commits an offence and is liable to a fine of 300000 and
(b) a director who wilfully failed to take all reasonable steps to secure compliance with that subsection commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(4) If a person is charged with an offence under subsection (3)(a) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (2) was complied with and
(b) was in a position to discharge that duty
440 财务摘报告须批准签署
(1) 财务摘报告 ——
(a) 须董事批准
(b) 须名董事代表该等董事签署
(2) 份根分部送交成员公司方式传阅发布发出财务摘报告均须述明代表董事签署该报告董事姓名名称
(3) 公司传阅发布发出财务摘报告文言第(1)款遭违反该公司名责均属犯罪处第4级罚款
(4) 第(2)款遭违反公司名责均属犯罪处第4级罚款
440 Summary financial report to be approved and signed
(1) A summary financial report—
(a) must be approved by the directors and
(b) must be signed on the directors’ behalf by a director
(2) Every copy of a summary financial report sent to a member under this Division or otherwise circulated published or issued by the company must state the name of the director who signed the report on the directors’ behalf
(3) If as respect any summary financial report a copy of which is circulated published or issued by the company subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
(4) If subsection (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
441 公司成员送交财务摘报告文
(1) 根第430条公司须某成员送交关某财政年度报告文件文该公司藉该成员送交关该财政年度财务摘报告(话)文代
(2) 公司根第(1)款某成员送交关某财政年度财务摘报告文该文须该公司根第430条须该成员送交关该财政年度报告文件文期间送交
441 Company may send copy of summary financial report to member
(1) If a company is required to send a copy of the reporting documents for a financial year to a member under section 430 the company may send a copy of the summary financial report for the financial year (if any) to the member instead
(2) If a company sends a copy of the summary financial report for a financial year to a member under subsection (1) the copy must be sent during the period within which a copy of the reporting documents for the financial year would be required to be sent to the member by the company under section 430
442 公司寻求成员收取财务摘报告意
(1) 公司知会名成员潜成员该公司发出第(3)款指意通知
(2) 成员潜成员发出知会 ——
(a) 须书面作出
(b) 须某财政年度作出
(3) 成员潜成员回应知会时公司发出意通知 ——
(a) 表示 ——
(i) 求获报告文件文财务摘报告文
(ii) 求获述文
(b) (属(a)(i)段情况) 求该公司送交采印形式电子形式文藉网站提供该文方式送交该文
(4) 关情况成员潜成员方回应知会时根第(3)(b)款表示求公司送交采电子形式报告文件文财务摘报告文藉网站提供该文方式送交该文述关情况指该公司已该项知会中该成员潜成员选择求送交该文
(5) 根第430条成员送交关关财政年度报告文件文首日前少28日前公司收意通知该通知该财政年度财政年度具效力直第(7)款具效力止
(6) 根第430条成员送交关关财政年度报告文件文首日前足28日公司收意通知 ——
(a) 该通知该财政年度财政年度具效力直第(7)款具效力止
(b) 关成员潜成员须视 ——
(i) 已求获关该财政年度财务摘报告文
(ii) 已求该公司送交采印形式该财务摘报告
(7) 发出意通知 ——
(a) 公司成员
(b) 藉公司发出书面撤销通知撤销该意通知
该意通知具效力
(8) 成员潜成员没根第430条成员送交关关财政年度报告文件文首日前公司发出意通知回应知会该成员潜成员须视 ——
(a) 已求获关该财政年度财政年度财务摘报告文
(b) 已求该公司送交采印形式该财务摘报告
(9) ——
(a) 公司成员
(b) 公司发出取消法定选择书面通知
第(8)款该具效力
442 Company may seek member’s intent on receiving summary financial report
(1) A company may notify every member or potential member to give the company a notice of intent under subsection (3)
(2) A notification to a member or potential member—
(a) must be given in writing and
(b) must be given in relation to a financial year
(3) In response to a notification a member or potential member may give the company a notice of intent to—
(a) request—
(i) either a copy of the reporting documents or a copy of the summary financial report or
(ii) none of those copies and
(b) in the case of paragraph (a)(i) request the copy to be sent by the company in hard copy form in electronic form or by making it available on a website
(4) A member or potential member may only make a request under subsection (3)(b) in response to a notification for a copy of the reporting documents or a copy of the summary financial report to be sent in electronic form or by making it available on a website if the company has given in the notification the member or potential member an option to request the copy to be so sent
(5) If a notice of intent is received by the company at least 28 days before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430 the notice of intent has effect in relation to that financial year and every subsequent financial year until it ceases to have effect by virtue of subsection (7)
(6) If a notice of intent is received by the company less than 28 days before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430—
(a) the notice of intent has effect in relation to every financial year subsequent to that financial year until it ceases to have effect by virtue of subsection (7) and
(b) the member or potential member is to be regarded as—
(i) having requested a copy of the summary financial report for the financial year and
(ii) having requested the summary financial report to be sent by the company in hard copy form
(7) A notice of intent ceases to have effect if the person who gave the notice—
(a) is no longer a member of the company or
(b) revokes the notice by giving the company a written notice of revocation
(8) If a member or potential member does not give the company a notice of intent in response to a notification before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430 the member or potential member is to be regarded as—
(a) having requested a copy of the summary financial report for the financial year and every subsequent financial year and
(b) having requested the summary financial report to be sent by the company in hard copy form
(9) Subsection (8) ceases to have effect in relation to a person if—
(a) the person is no longer a member of the company or
(b) the person gives the company a written notice of cessation of statutory election
443 撤销通知取消法定选择通知
(1) 第442(7)(b)条目发出撤销通知须 ——
(a) 述明关财政年度
(b) 述明该先前发出意通知撤销
(c) 述明该 ——
(i) 求获报告文件文财务摘报告文
(ii) 求获述文
(d) (属(c)(i)段情况)述明该求公司送交采印形式电子形式文藉网站提供该文方式送交该文
(2) 第(1)(c)款指撤销通知述明求须该撤销通知撤销意通知求
(3) 第442(9)(b)条目发出取消法定选择通知须 ——
(a) 述明关财政年度
(b) 述明该视已作出第442(8)条述求
(c) 述明该 ——
(i) 求获报告文件文财务摘报告文
(ii) 求获述文
(d) (属(c)(i)段情况)述明该求公司送交采印形式电子形式文藉网站提供该文方式送交该文
(4) 关情况某方根第(1)(d)款撤销通知根第(3)(d)款取消法定选择通知述明该求公司送交采电子形式报告文件文财务摘报告文藉网站提供该文方式送交该文述关情况指该公司已根第442(1)条作出关该通知知会中该选择求送交该文
(5) 关某财政年度撤销通知取消法定选择通知公司根第430条成员送交关该财政年度报告文件文首日前少28日收该通知该财政年度财政年度具效力
(6) 关某财政年度撤销通知取消法定选择通知公司根第430条成员送交关该财政年度报告文件文首日前足28日收该通知该财政年度财政年度具效力
443 Notice of revocation and notice of cessation of statutory election
(1) A notice of revocation given by a person for the purposes of section 442(7)(b)—
(a) must state the financial year to which it relates
(b) must state that the notice of intent previously given by the person is revoked
(c) must state that the person requests—
(i) either a copy of the reporting documents or a copy of the summary financial report or
(ii) none of those copies and
(d) in the case of paragraph (c)(i) must state that the person requests the copy to be sent by the company in hard copy form in electronic form or by making it available on a website
(2) The request stated in a notice of revocation under subsection (1)(c) must be different from the request stated in the notice of intent revoked by the notice of revocation
(3) A notice of cessation of statutory election given by a person for the purposes of section 442(9)(b)—
(a) must state the financial year to which it relates
(b) must state that the person is no longer regarded as having made the requests mentioned in section 442(8)
(c) must state that the person requests—
(i) either a copy of the reporting documents or a copy of the summary financial report or
(ii) none of those copies and
(d) in the case of paragraph (c)(i) must state that the person requests the copy to be sent by the company in hard copy form in electronic form or by making it available on a website
(4) A person may only state in a notice of revocation under subsection (1)(d) or a notice of cessation of statutory election under subsection (3)(d) that the person requests for a copy of the reporting documents or a copy of the summary financial report to be sent in electronic form or by making it available on a website if the company has given in the notification under section 442(1) to which the notice relates the person an option to request the copy to be so sent
(5) If a notice of revocation or a notice of cessation of statutory election is received by the company at least 28 days before the first date on which a copy of the reporting documents for the financial year to which the notice relates is sent to a member under section 430 the notice has effect in relation to that financial year and every subsequent financial year
(6) If a notice of revocation or a notice of cessation of statutory election is received by the company less than 28 days before the first date on which a copy of the reporting documents for the financial year to which the notice relates is sent to a member under section 430 the notice has effect in relation to every financial year subsequent to that financial year
444 公司须应成员意通知求等
(1) 关通知求获报告文件文财务摘报告文非第446条禁止公司行事否该公司须应该求
(2) 公司须根第430条某段期间某送交关关财政年度报告文件文该公司须该期间应述求
(3) 非潜成员公司根第430(1)(3)条成员送交关述财政年度报告文件文首日前少28 日成该公司成员否第(1)款规定公司应该潜成员求
(4) 条中 ——
关财政年度 (relevant financial year)指关通知根第442443条具效力财政年度
关通知 (relevant notice)指 ——
(a) 根第442(3)条发出意通知
(b) 第442(7)(b)条目发出撤销通知
(c) 第442(9)(b)条目发出取消法定选择通知
444 Company must comply with member’s request in notice of intent etc
(1) If a person requests a copy of the reporting documents or a copy of the summary financial report in a relevant notice the company must comply with the request unless it is prohibited from doing so by section 446
(2) The request must be complied with during the period within which a copy of the reporting documents for the relevant financial year would be required to be sent to the person by the company under section 430
(3) Subsection (1) does not require a company to comply with a potential member’s request unless the potential member becomes a member of the company at least 28 days before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430(1) or (3)
(4) In this section—
relevant financial year (关财政年度) means the financial year in relation to which the relevant notice has effect under section 442 or 443
relevant notice (关通知) means—
(a) a notice of intent given under section 442(3)
(b) a notice of revocation given for the purposes of section 442(7)(b) or
(c) a notice of cessation of statutory election given for the purposes of section 442(9)(b)
445 公司须送交额外报告等文
(1) 公司已根第441条应根第444条作出求某送交关某财政年度财务摘报告文该求该公司须第(3)款指明时间该送交关该财政年度报告文件文
(2) 公司已根第430条某送交关某财政年度报告文件文该求非第446条禁止该公司行事否该公司须第(3)款指明时间该送交关该财政年度财务摘报告文
(3) ——
(a) 根第429(1)条须成员会关关财政年度报告文件文提交公司省览该公司该会日期前14日前收关求施行第(1)(2)款指明时间该会日期前少7日时间
(b) 属情况施行第(1)(2)款指明时间公司收关求日期14日时间
(4) 情况第(1)(2)款规定公司须送交关某财政年度财务摘报告文关某财政年度报告文件 ——
(a) 根第429(1)条须成员会关该财政年度报告文件文提交公司省览该求该会日期6月期间届满作出
(b) 根第430(3)条须名成员送交关该财政年度报告文件文该求送交该文日期6月期间届满作出
(5) 第(2)款规定公司送交关某财政年度财务摘报告文属情况外 ——
(a) 该公司已该财政年度拟备财务摘报告
(b) 该公司该送交关该财政年度报告文件文时该公司予该求获关该财政年度财务摘报告文权利
(6) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 某公司控犯第(6)款订罪行确立该公司已采取切合理步骤确保第(1)(2)款(视属情况定)获遵守属免责辩护
445 Additional copy of reports etc to be sent by company
(1) If a company has sent a copy of the summary financial report for a financial year to a person under section 441 or in compliance with a request under section 444 the company must at the person’s request send a copy of the reporting documents for the financial year to the person at the time specified in subsection (3)
(2) If a company has sent a copy of the reporting documents for a financial year to a person under section 430 the company must at the person’s request send a copy of the summary financial report for the financial year to the person at the time specified in subsection (3) unless it is prohibited from doing so by section 446
(3) The time specified for subsection (1) or (2) is—
(a) where a copy of the reporting documents for the financial year is to be laid before the company in general meeting under section 429(1) and the company receives the person’s request more than 14 days before the date of that meeting any time falling at least 7 days before the date of that meeting or
(b) in any other case any time within 14 days after the date on which the company receives the person’s request
(4) Subsection (1) or (2) does not require a company to send a copy of the summary financial report or reporting documents for a financial year to a person if—
(a) where a copy of the reporting documents for the financial year is laid before the company in general meeting under section 429(1) the person’s request is made after the expiry of a period of 6 months after the date of that meeting or
(b) where a copy of the reporting documents for the financial year is sent to every member under section 430(3) the person’s request is made after the expiry of a period of 6 months after the date on which the copy is sent
(5) Subsection (2) does not require a company to send a copy of the summary financial report for a financial year to a person unless—
(a) the company has prepared the summary financial report for the financial year and
(b) when the company sent a copy of the reporting documents for the financial year to the person the company gave the person a right to request a copy of the summary financial report for the financial year
(6) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) If a company is charged with an offence under subsection (6) it is a defence to establish that it took all reasonable steps to secure compliance with subsection (1) or (2) (as the case may be)
446 某情况公司送交财务摘报告
(1) 情况公司第441(1)条目成员送交关某财政年度财务摘报告文 ——
(a) 该公司章程细规定须名成员送交关该财政年度报告文件文
(b) 该公司章程细禁止该公司第441(1)条目成员送交关该财政年度财务摘报告文
(2) 情况公司成员送交关某财政年度财务摘报告文 ——
(a) 尚未关该财政年度财务报表拟备核数师报告
(b) 董事尚未批准该财务摘报告
(c) 尚未代表董事签署该财务摘报告
(d) 财务摘报告符合第439(2)条规定
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款
446 Company must not send summary financial report under some circumstances
(1) A company must not send a copy of the summary financial report for the purposes of section 441(1) for a financial year to a member if—
(a) the company’s articles require that a copy of the reporting documents for the financial year must be sent to each member or
(b) the company’s articles prohibit the company from sending a copy of the summary financial report for the purposes of section 441(1) for the financial year to a member
(2) A company must not send a copy of the summary financial report for a financial year to a member if—
(a) an auditor’s report has not been prepared on the financial statements for the financial year
(b) the summary financial report has not been approved by the directors
(c) the summary financial report has not been signed on the directors’ behalf or
(d) the summary financial report does not comply with section 439(2)
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
第8分部 —— 杂项
Division 8—Miscellaneous
447 适活动公司豁免
(1) 公司属第5(1)条指活动公司条文适该公司 ——
(a) 第367(4)条
(b) 第4分部第34次分部
(c) 第5分部第23次分部
(d) 第411412条
(e) 第5分部第678次分部
(f) 第67分部
(2) 述公司订立会计交易 ——
(a) 该会计交易日期起第(1)款具效力
(b) 知悉理应知悉该会计交易该公司成员该公司名董事均须该会计交易产生该公司债项债务承担法律责
(3) 条中 ——
董事 (director)包括幕董事
447 Exemption applicable to dormant company
(1) The following provisions do not apply to a company that is a dormant company under section 5(1)—
(a) section 367(4)
(b) Subdivisions 3 and 4 of Division 4
(c) Subdivisions 2 and 3 of Division 5
(d) sections 411 and 412
(e) Subdivisions 6 7 and 8 of Division 5
(f) Divisions 6 and 7
(2) If such a company enters into an accounting transaction—
(a) subsection (1) ceases to have effect on and after the date of the accounting transaction and
(b) a member of the company who knew or ought to have known about the accounting transaction and every director of the company are personally liable for any debt or liability of the company arising out of the accounting transaction
(3) In this section—
director (董事) includes a shadow director
448 报告真实具误导性陈述负法律责
(1) 条适 ——
(a) 董事报告
(b) 财务摘报告(限该报告容董事报告范围)
(2) 公司董事法律责该公司事宜蒙受损失作出补偿 ——
(a) 关报告真实具误导性陈述
(b) 关报告遗漏规定须载事宜
(3) ——
(a) 第(2)(a)款言非董事知道关陈述属真实具误导性该董事罔顾该陈述否真实具误导性否该董事需负法律责
(b) 第(2)(b)款言非董事知道关遗漏属诚实隐瞒属事关重事实否该董事需负法律责
(4) 关须(关公司外)该倚赖关报告载资料负法律责
(5) 第(4) 款言关(前者)情况须负法律责︰该权针前者 ——
(a) 获予民事补救
(b) 撤销废合约
(6) 条影响刑事罪行法律责
448 Liability for untrue or misleading statement in reports
(1) This section applies to—
(a) a directors’ report and
(b) a summary financial report so far as it is derived from a directors’ report
(2) A director of a company is liable to compensate the company for any loss suffered by the company as a result of—
(a) any untrue or misleading statement in the report or
(b) the omission from the report of anything required to be included in it
(3) A director is not liable unless—
(a) in the case of subsection (2)(a) the director knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading or
(b) in the case of subsection (2)(b) the director knew the omission to be a dishonest concealment of a material fact
(4) A person is not subject to any liability to another person other than the company resulting from reliance by that other person or any other person on information contained in the report
(5) For the purposes of subsection (4) a person is also subject to a liability to another person if that other person is entitled against the person—
(a) to be granted any civil remedy or
(b) to rescind or repudiate an agreement
(6) This section does not affect liability for criminal offence
449 发修改财务报表等
(1) ——
(a) 公司董事拟备财务报表文已根第430条成员送交
(b) 该公司董事觉该财务报表符合条例规定
该董事安排修改该财务报表关财务摘报告董事报告作出必需相应修改
(2) 述财务报表修改须限 ——
(a) 该财务报表符合条例规定方面
(b) 必需相应修改
(3) ——
(a) 公司董事决定根第(1)款安排财务报表作出修改
(b) 该财务报表文已遵第664(3)(b)条规定交付处长
该公司须该决定作出7日份述明该财务报表会修改警告陈述交付处长登记该陈述须符合指明格式
(4) 公司违反第(3)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
449 Voluntary revision of financial statements etc
(1) If—
(a) a copy of any financial statements prepared by the directors of a company has been sent under section 430 to a member and
(b) it subsequently appears to the directors of the company that the financial statements did not comply with this Ordinance
the directors may cause the financial statements to be revised and make necessary consequential revisions to the summary financial report or directors’ report concerned
(2) Such revision of the financial statements is to be confined to—
(a) those aspects of the financial statements that did not comply with this Ordinance and
(b) other necessary consequential revisions
(3) If—
(a) the directors of a company decide to cause any financial statements to be revised under subsection (1) and
(b) a copy of the financial statements has been delivered to the Registrar in compliance with section 664(3)(b)
the company must within 7 days after the decision deliver to the Registrar for registration a warning statement in the specified form that the financial statements will be so revised
(4) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
450 财政司司长财务报表等修改订立规例
(1) 财政司司长藉规例 ——
(a) 订定条例根第449 条修改财务报表财务摘报告董事报告适情况
(b) 订定关修改财务报表财务摘报告董事报告规定
(2) 述规例 ——
(a) 视财务报表财务摘报告董事报告 ——
(i) 份显示关修改文件补充该财务报表报告方式修改
(ii) 份财务报表报告取代方式修改
订定条文
(b) 订定拟备核数师报告修改财务报表财务摘报告董事报告方面职
(c) ——
(i) 财务报表董事报告文修改前已根第429条成员会提交公司省览已根第430条送交成员已遵第664(3)(b)条规定交付处长
(ii) 关财务摘报告文修改前已根第441条成员送交已应第444 445(2) 条指求成员送交
情况规定公司公司董事修改财务报表报告采取该规例指明步骤
(d) 条例该规例指明增补例外情况变通规限适修改财务报表财务摘报告董事报告订定条文
(3) 述规例行定罪行 ——
(a) 没采取切合理步骤确修改财务报表财务摘报告董事报告符合 ——
(i) 该规例指明条文
(ii) 根该规例具效力条例指明条文
(b) 违反 ——
(i) 该规例指明条文
(ii) 根该规例具效力条例指明条文
(4) 属意干犯罪行订明高罚款额300000订明高监禁刑期12月属意干犯罪行订明高罚款额300000外关罪行持续罪行订明该罪行持续期间日处罚款超2000
(4A) 述规例 ——
(a) 违反关修改财务报表条文定罪行
(b) 订明高刑罚 ——
(i) 循公诉程序定罪罪行言——150000罚款监禁2年
(ii) 循简易程序定罪罪行言——第5级罚款监禁6月 (2018年第35号第53条增补)
(5) 述规例订定述罪行提出免责辩护
450 Financial Secretary may make regulation regarding revision of financial statements etc
(1) The Financial Secretary may make regulations—
(a) providing for the application of this Ordinance in relation to the financial statements summary financial report or directors’ report that has been revised under section 449 and
(b) providing for requirements in relation to revised financial statements summary financial report or directors’ report
(2) The regulations may—
(a) make different provisions according to whether the financial statements summary financial report or directors’ report has been revised by—
(i) supplementing the financial statements or report with another document that shows the revisions or
(ii) replacing the financial statements or report
(b) provide for the functions of the persons who prepare the auditor’s report in relation to the financial statements summary financial report or directors’ report that has been revised
(c) where—
(i) the financial statements or directors’ report or a copy of the statements or report has before the revision been laid before the company in general meeting under section 429 been sent to members under section 430 or been delivered to the Registrar in compliance with section 664(3)(b) or
(ii) a copy of a summary financial report has before the revision been sent to a member under section 441 or in compliance with a request under section 444 or 445(2)
require the company or the directors of the company to take the steps specified in the regulations in relation to the financial statements or report that has been revised and
(d) provide for the application of this Ordinance to the financial statements summary financial report or directors’ report that has been revised subject to such additions exceptions and modifications as may be specified in the regulations
(3) The regulations may provide that any of the following is an offence—
(a) a failure to take all reasonable steps to secure compliance with as respects the financial statements summary financial report or directors’ report that has been revised—
(i) a specified provision of the regulations or
(ii) a specified provision of this Ordinance as having effect under the regulations
(b) a contravention of—
(i) a specified provision of the regulations or
(ii) a specified provision of this Ordinance as having effect under the regulations
(4) The maximum fine that may be prescribed for an offence committed wilfully is 300000 and the maximum imprisonment is 12 months The maximum fine that may be prescribed for an offence not committed wilfully is 300000 In addition in the case of a continuing offence a further fine not exceeding 2000 for each day during which the offence continues may be prescribed
(4A) The regulations may also provide that—
(a) a contravention of a provision in relation to revised financial statements is an offence and
(b) the maximum penalty that may be prescribed—
(i) for such an offence of which a person is convicted on indictment is a fine of 150000 and imprisonment for 2 years and
(ii) for such an offence of which a person is summarily convicted is a fine at level 5 and imprisonment for 6 months (Added 35 of 2018 s 53)
(5) The regulations may provide for defences to any such offence
451 财政司司长披露某资料订立规例
财政司司长订立规例施行第383(3)条订明关关财政年度财务报表须载显示关第383(1)(d)条述事宜资料陈述
451 Financial Secretary may make regulation regarding disclosures of certain information
The Financial Secretary may make regulations prescribing for the purposes of section 383(3) a requirement that the financial statements for the financial year are to contain a statement showing the information about the matter mentioned in section 383(1)(d)
452 财政司司长订立规例
(1) 财政司司长订立规例施行第357(1)条中会计准定义订明团体 (2018年第35号第54条修订)
(2) 财政司司长订立规例 ——
(a) 订明根第383(1)条须载财务报表附注资料
(b) 订明关财务报表附注规定
(3) 财政司司长订立规例 ——
(a) 订明根第388(1)(2)条须载董事报告资料
(b) 订明关董事报告规定
(4) 财政司司长订立规例 ——
(a) 订明根第439(2)条须载财务摘报告资料
(b) 订明关财务摘报告规定
(5) 财政司司长订立规例 ——
(a) 订定项目格式容 ——
(i) 第442(2)条指通知
(ii) 第442(3)条指意通知
(iii) 该通知意通知附文件
(b) 规定述文件须预付邮资文件
___________
452 Financial Secretary may make other regulations
(1) The Financial Secretary may make regulations prescribing a body for the purposes of the definition of accounting standards in section 357(1) (Amended 35 of 2018 s 54)
(2) The Financial Secretary may make regulations—
(a) prescribing information that is required to be contained in the notes to any financial statements under section 383(1) and
(b) prescribing other requirements for notes to any financial statements
(3) The Financial Secretary may make regulations—
(a) prescribing information that is required to be contained in a directors’ report under section 388(1) and (2) and
(b) prescribing other requirements for a directors’ report
(4) The Financial Secretary may make regulations—
(a) prescribing information that is required to be contained in a summary financial report under section 439(2) and
(b) prescribing other requirements for a summary financial report
(5) The Financial Secretary may make regulations—
(a) providing for the form and contents of—
(i) a notification under section 442(2)
(ii) a notice of intent under section 442(3) or
(iii) any document attached to such a notification or notice and
(b) providing that any such document is to be postage prepaid
___________
第10部
Part 10
董事公司秘书
(格式变更——2013年第1号编辑修订纪录)
Directors and Company Secretaries
(Format changes—ER 1 of 2013)
第1分部 —— 董事委罢免辞职
Division 1—Appointment Removal and Resignation of Directors
第1次分部 —— 须董事规定
Subdivision 1—Requirement to have Directors
453 公众公司担保限公司须少2名董事
(1) 条适 ——
(a) 公众公司
(b) 担保限公司
(2) 公司须少2名董事
(3) 公司成立法团日期起根第67(1)条交付处长法团成立表格列名董事担该公司首董事
(4) 委董事通知第645(1)条处长交付前紧接条生效日期#前根修订前前身条例第153(2)条作关公司董事须继续作公司董事犹2004年公司(修订)条例(2004年第30号)附表2第19(1)条没制定样
(5) 根公司章程细董事数减少订定董事低法定数情况名董事行第(6) 款指明权力董事数减少第(2)款规定数情况该权力予行
(6) 施行第(5)款指明权力目(非目)行事权力 ——
(a) 增加董事数
(b) 召开公司成员会
(7) 第(4)款中 ——
修订前前身条例 (preamended predecessor Ordinance) 指紧接2004年公司(修订)条例(2004年第30号)附表2第19(1)条修订前属效前身条例
_____________________
编辑附注：
# 生效日期：2014年3月3日
453 Public company and company limited by guarantee required to have at least 2 directors
(1) This section applies to—
(a) a public company and
(b) a company limited by guarantee
(2) The company must have at least 2 directors
(3) With effect from the date of incorporation of the company the first directors of the company are the persons named as the directors in the incorporation form delivered to the Registrar under section 67(1)
(4) A person who is deemed to be a director of the company under section 153(2) of the preamended predecessor Ordinance immediately before the commencement date# of this section continues to be deemed to be a director of the company as if section 19(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004) had not been enacted until a notice of appointment of a director is delivered to the Registrar in accordance with section 645(1)
(5) If a power specified in subsection (6) is exercisable by a director under the company’s articles where the number of directors is reduced below the number fixed as the necessary quorum of directors the power is exercisable also where the number of directors is reduced below the number required by subsection (2)
(6) The power specified for the purposes of subsection (5) is a power to act for the purpose of—
(a) increasing the number of directors or
(b) calling a general meeting of the company
but not for any other purpose
(7) In subsection (4)—
preamended predecessor Ordinance (修订前前身条例) means the predecessor Ordinance that was in force immediately before it was amended by section 19(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004)
_____________________
Editorial Note
# Commencement date 3 March 2014
454 私公司须少名董事
(1) 私公司须少名董事
(2) 私公司成立法团日期起根第67(1)条交付处长法团成立表格列名董事担该公司首董事
(3) 委董事通知第645(1)条处长交付前紧接条生效日期#前根修订前前身条例第153A(2)条作关私公司董事须继续作该公司董事犹2004年公司(修订)条例(2004 年第30号)附表2第20(1)条没制定样
(4) 第(3)款中 ——
修订前前身条例 (preamended predecessor Ordinance) 指紧接2004年公司(修订)条例(2004年第30号)附表2第20(1)条修订前属效前身条例
_____________________
编辑附注：
# 生效日期：2014年3月3日
454 Private company required to have at least one director
(1) A private company must have at least one director
(2) With effect from the date of incorporation of a private company the first directors of the company are the persons named as the directors in the incorporation form delivered to the Registrar under section 67(1)
(3) A person who is deemed to be a director of a private company under section 153A(2) of the preamended predecessor Ordinance immediately before the commencement date# of this section continues to be deemed to be a director of the company as if section 20(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004) had not been enacted until a notice of appointment of a director is delivered to the Registrar in accordance with section 645(1)
(4) In subsection (3)—
preamended predecessor Ordinance (修订前前身条例) means the predecessor Ordinance that was in force immediately before it was amended by section 20(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004)
_____________________
Editorial Note
# Commencement date 3 March 2014
455 私公司备董事提名
(1) 私公司名成员该成员该公司唯董事该公司章程细规定该公司藉成员会通决议提名(须属法团体)备董事该须年满18岁旦该唯董事世该备董事代该唯董事行事
(2) 某某唯董事获提名某私公司备董事 ——
(a) 该唯董事世前 ——
(i) 该第464条规定辞备董事职位
(ii) 该公司成员会撤销该项提名
(b) 该唯董事理( 该董事世外)该公司唯成员唯董事
该项提名告失效
(3) 私公司备董事提名根第(2)款失效该公司须第645(4)条处长交付通知
(4) 备董事某唯董事获提名该唯董事世符合第(5)款指明条件前提该备董事目言须视关公司董事直两种情况中较早者发生止 ——
(a) 某该公司章程细获委该公司董事
(b) 该备董事第464条规定辞董事职位
(5) 施行第(4)款指明条件 ——
(a) 关备董事提名没根第(2)款失效
(b) 法律禁止该备董事担关公司董事该备董事没丧失担该公司董事资格
455 Nomination of reserve director of private company
(1) If a private company has only one member and that member is the sole director of the company the company may by a resolution passed at a general meeting despite anything in its articles nominate a person (other than a body corporate) who has attained the age of 18 years as a reserve director of the company to act in the place of the sole director in the event of the sole director’s death
(2) The nomination of a person as a reserve director of a private company ceases to have effect if—
(a) before the death of the director in respect of whom the person was nominated—
(i) the person resigns as reserve director in accordance with section 464 or
(ii) the company at a general meeting revokes the nomination or
(b) the director in respect of whom the person was nominated ceases to be the sole member and sole director of the company for any reason other than the death of that director
(3) If the nomination of a person as a reserve director of a private company ceases to have effect under subsection (2) the company must deliver a notice to the Registrar in accordance with section 645(4)
(4) Subject to compliance with the conditions specified in subsection (5) in the event of the death of the director in respect of whom the reserve director is nominated the reserve director is to be regarded as a director of the company for all purposes until—
(a) a person is appointed as a director of the company in accordance with its articles or
(b) the reserve director resigns from the office of director in accordance with section 464
whichever is the earlier
(5) The conditions specified for the purposes of subsection (4) are—
(a) that the nomination of the reserve director has not ceased to have effect under subsection (2) and
(b) that the reserve director is not prohibited by law nor disqualified from acting as a director of the company
456 法团体担董事限制
(1) 条适 ——
(a) 公众公司
(b) 属某市公司成员公司集团成员私公司
(c) 担保限公司
(2) 法团体获委关公司董事
(3) 违反第(2)款作出委均属效
(4) 然法团体条获委董事该团体 ——
(a) 意董事身分行事
(b) 幕董事身分行事
条影响该团体条例公司(清盘杂项条文)条例(第32章)条文法律责
456 Restriction on body corporate being director
(1) This section applies to—
(a) a public company
(b) a private company that is a member of a group of companies of which a listed company is a member and
(c) a company limited by guarantee
(2) A body corporate must not be appointed a director of the company
(3) An appointment made in contravention of subsection (2) is void
(4) Nothing in this section affects any liability of a body corporate under any provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) if it—
(a) purports to act as a director or
(b) acts as a shadow director
although it could not by virtue of this section be appointed as a director
457 须少名然董事
(1) 条适私公司关私公司属某公司集团成员该公司集团成员中市公司条适该私公司
(2) 关公司须少名属然董事
457 Requirement to have at least one director who is natural person
(1) This section applies to a private company other than a private company that is a member of a group of companies of which a listed company is a member
(2) The company must have at least one director who is a natural person
458 规定公司委董事指示
(1) 处长觉某公司违反第453(2)454(1)457(2)条指示该公司委名名董事符合该条规定
(2) 述指示须指明 ——
(a) 关公司似违反法例规定
(b) 第(3)款规限该公司遵该指示限期
(c) 没遵该指示属第(6)款订罪行
(3) 述限期少关指示发出日期月超该日期3月
(4) 处长关指示指明限期结束前藉书面通知延长该限期
(5) 关公司须符合说明方式遵述指示︰该指示指明限期结束前( 处长根第(4)款延长该限期)延长限期结束前作出需项项委
(6) 公司没遵条指指示该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
458 Direction requiring company to appoint director
(1) If it appears to the Registrar that a company is in contravention of section 453(2) 454(1) or 457(2) the Registrar may direct the company to appoint a director or directors in compliance with that section
(2) The direction must specify—
(a) the statutory requirement of which the company appears to be in contravention
(b) subject to subsection (3) the period within which the company must comply with the direction and
(c) that a failure to comply with the direction is an offence under subsection (6)
(3) The period must not be less than one month or more than 3 months after the date on which the direction is given
(4) The Registrar may before the end of the period specified in the direction by notice in writing extend the period
(5) The company must comply with the direction by making the necessary appointment or appointments before the end of the period specified in the direction or if the period is extended by the Registrar under subsection (4) the extended period
(6) If a company fails to comply with a direction under this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
第2次分部 —— 董事委
Subdivision 2—Appointment of Directors
459 委董事低年龄
(1) 非某获委公司董事时已年满18岁否该获委
(2) 违反第(1)款作出委均属效
(3) 然某条获委董事该 ——
(a) 意董事身分行事
(b) 幕董事身分行事
条影响该条例公司(清盘杂项条文)条例(第32章)条文法律责
459 Minimum age for appointment as director
(1) A person must not be appointed a director of a company unless at the time of appointment the person has attained the age of 18 years
(2) An appointment made in contravention of subsection (1) is void
(3) Nothing in this section affects any liability of a person under any provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) if the person—
(a) purports to act as a director or
(b) acts as a shadow director
although the person could not by virtue of this section be appointed as a director
460 董事委须表决
(1) 条适 ——
(a) 公众公司
(b) 担保限公司
(2) 公司成员会拟动议提出藉单项决议委22该公司董事须首先该成员会通项批准提出该动议决议该决议投反票否提出该动议
(3) 违反第(2)款动议决议属效时否反动议该决议然
(4) 关决议属效没项委情况动度委卸董事条文(该条文载关公司章程细载该公司订立合约文件)适
(5) 条言批准委某动议提名委某动议须视委该动议
460 Appointment of directors to be voted on individually
(1) This section applies to—
(a) a public company and
(b) a company limited by guarantee
(2) At a general meeting of the company a motion for the appointment of 2 or more persons as directors of the company by a single resolution must not be made unless a resolution that it may be so made has first been passed at the meeting without any vote against it
(3) A resolution moved in contravention of subsection (2) is void whether or not its being so moved was objected to at the time
(4) Despite the fact that the resolution is void no provision (whether contained in a company’s articles or in any contract with the company or otherwise) for the automatic reappointment of retiring directors in default of another appointment applies
(5) For the purposes of this section a motion for approving a person’s appointment or for nominating a person for appointment is to be regarded as a motion for the appointment of the person
461 董事作效性
(1) 董事身分行事作均属效发现情况然 ——
(a) 委该董事委欠妥处
(b) 该符合担董事资格已丧失担董事资格
(c) 该已担董事
(d) 该权关事宜表决
(2) ——
(a) 根第456(3)459(2)条关董事委属效
(b) 根第460(3)条委该董事决议属效
第(1)款适
461 Validity of acts of director
(1) The acts of a person acting as a director are valid despite the fact that it is afterwards discovered—
(a) that there was a defect in the appointment of the person as a director
(b) that the person was not qualified to hold office as a director or was disqualified from holding office as a director
(c) that the person had ceased to hold office as a director or
(d) that the person was not entitled to vote on the matter in question
(2) Subsection (1) applies even if—
(a) the appointment of the person as a director is void under section 456(3) or 459(2) or
(b) the resolution for the appointment of the person as a director is void under section 460(3)
第3次分部 —— 董事罢免辞职
Subdivision 3—Removal and Resignation of Directors
462 罢免董事决议
(1) 公司章程细公司董事间协议规定该董事期届满前该公司藉成员会通普通决议罢免该董事
(2) 关公司属私公司第(1)款授权罢免名已1984年8月31日起终身职董事
(3) 第(4)(5)(6)(7)(8)款藉决议罢免董事适该项藉决议作出罢免根第(1)款权限作出
(4) 特通知须决议发出 ——
(a) 罢免董事决议
(b) 罢免董事会议委代该名遭罢免董事决议
附注——
请参阅第578条该条列出关特通知规定
(5) 董事遭罢免出现空缺没罢免该董事会议填补作期中空缺填补
(6) 某获委董事代遭罢免董事断定该获委董事卸时间言该须视犹该代获委董事日出董事样
(7) 罢免期尚未届满董事决议言投票表决时股份具票数超关公司成员会表决般事宜具票数
(8) 某股份某事宜(非事宜)具特表决权(股份具权利)第(7)款中提述公司成员会表决般事宜处须解释提述该股份具特表决权事宜
(9) 条视剥夺事宜获支付补偿损害赔偿 ——
(a) 终止该董事委
(b) 着终止该董事委终止委
462 Resolution to remove director
(1) A company may by an ordinary resolution passed at a general meeting remove a director before the end of the director’s term of office despite anything in its articles or in any agreement between it and the director
(2) Subsection (1) does not if the company is a private company authorize the removal of a director who has held office for life since 31 August 1984
(3) Subsections (4) (5) (6) (7) and (8) apply in relation to a removal of a director by resolution irrespective of whether the removal by resolution is under subsection (1) or otherwise
(4) Special notice is required of a resolution—
(a) to remove a director or
(b) to appoint somebody in place of a director so removed at the meeting at which the director is removed
Note—
See also section 578 which sets out the requirements regarding special notice
(5) A vacancy created by the removal of a director if not filled at the meeting at which the director is removed may be filled as a casual vacancy
(6) A person appointed director in place of a removed director is to be regarded for the purpose of determining the time at which that person or any other director is to retire as if that person had become director on the day on which the person removed was last appointed a director
(7) In relation to a resolution to remove a director before the end of the director’s term of office no share may on a poll carry a greater number of votes than it would carry in relation to the generality of matters to be voted on at a general meeting of the company
(8) If a share carries special voting rights (that is to say rights different from those carried by other shares) in relation to some matters but not others the reference in subsection (7) to the generality of matters to be voted on at a general meeting of the company is to be construed as a reference to the matters in relation to which the share carries no special voting rights
(9) This section is not to be regarded as depriving a person of compensation or damages payable to the person in respect of the termination of—
(a) the person’s appointment as director or
(b) any appointment terminating with that as director
463 董事抗议罢免权利
(1) 公司根第462(4)条接获罢免董事决议通知须立该通知文送交关董事
(2) 关董事(否关公司成员)权表决述决议会议该决议陈词
(3) 罢免董事决议通知根第462(4)条发出关董事 ——
(a) 该决议关公司作出超合理篇幅书面申述
(b) 求该公司该申述遵守第(4)款指明规定
(4) 第(3)(b)款施行指明规定 ——
(a) 关公司收关申述日期早根第571(1)条发出通知召开关会议日子超2 日 ——
(i) 须发出予成员份关该会议通知述明该申述已作出规定
(ii) 已成员发出关该会议通知须名该等成员送交该申述文规定
(b) 该公司未该申述文送交名获发已获发关该会议通知成员须确保该会议宣读该申述规定
(5) 关公司非获第(6)款指命令豁免否须遵根第(3)(b)款提出求
(6) 原讼法庭应关公司声称受屈提出申请信纳已根第(3)款作出申述提出求 ——
(a) 滥行事权利
(b) 运该权利带诽谤成分事宜取必宣传
原讼法庭命令该公司获豁免需遵该求
(7) 关公司违反第(5)款第562(1)条已获遵守根第462(1)条通决议属效
463 Director’s right to protest against removal
(1) On receipt of notice of a resolution under section 462(4) to remove a director the company must forthwith send a copy of the notice to the director concerned
(2) The director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting at which the resolution is voted on
(3) If notice is given of a resolution under section 462(4) to remove a director the director—
(a) may make with respect to the resolution representations in writing to the company (not exceeding a reasonable length) and
(b) may request the company to comply with the requirement specified in subsection (4) in relation to the representations
(4) The requirement specified for the purposes of subsection (3)(b) is—
(a) if the company receives the representations on a date that is more than 2 days before the last day on which notice may be given under section 571(1) to call the meeting the requirement—
(i) to state in every notice of the meeting given to the members that the representations have been made and
(ii) to send a copy of the representations to every member to whom a notice of the meeting is or has been given or
(b) if the company has not sent a copy of the representations to every member to whom a notice of the meeting is or has been given the requirement to ensure that the representations are read out at the meeting
(5) Unless exempted by an order under subsection (6) the company must comply with a request made under subsection (3)(b)
(6) On application by the company or by anyone who claims to be aggrieved the Court may order that the company is exempted from complying with the request if it is satisfied that the person who has made representations and made a requirement under subsection (3)—
(a) has abused the right to do so or
(b) has used such a right to secure needless publicity for defamatory matter
(7) If the company contravenes subsection (5) the resolution passed under section 462(1) is void even though section 562(1) is complied with
464 董事辞职
(1) 公司董事时辞董事职位该公司章程细该公司订立协议规定属例外
(2) 公司董事辞职该公司须述明辞职事通知交付处长交付方式须第645(4)条规定者
(3) 第(2)款规定辞职董事合理理相信关公司会交付关通知须述明辞职事通知交付处长登记该通知须符合指明格式
(4) 根第(3)款规定交付通知须述明 ——
(a) 关公司章程细该公司订立协议否规定辞职董事该公司发出辞职通知
(b) (述章程细协议规定发出该通知)该通知否已该规定发出
(5) 公司章程细该公司订立协议规定发出关该公司董事辞职通知非该董事 ——
(a) 该规定发出书面辞职通知
(b) 该通知留该公司注册办事处
(c) 该通知印送交该公司该通知电子版发送予该公司
否该项辞职效
(6) 条中 ——
董事 (director)包括备董事包括根第455(4)条视董事
464 Resignation of director
(1) A director of a company may unless it is otherwise provided in the articles of the company or by any agreement with the company resign as director at any time
(2) If a director of a company resigns the company must deliver a notice of the resignation to the Registrar in the manner required by section 645(4)
(3) Despite subsection (2) if the director resigning has reasonable grounds for believing that the company will not deliver the notice the director resigning must deliver to the Registrar for registration a notice of the resignation in the specified form
(4) The notice required to be delivered under subsection (3) must state—
(a) whether the director resigning is required by the articles of the company or by any agreement with the company to give notice of resignation to the company and
(b) if notice is so required whether the notice has been given in accordance with the requirement
(5) If notice of the resignation of a director of a company is required to be given by the articles of the company or by any agreement with the company the resignation does not have effect unless the director gives notice in writing of the resignation—
(a) in accordance with the requirement
(b) by leaving it at the registered office of the company or
(c) by sending it to the company in hard copy form or in electronic form
(6) In this section—
director (董事) includes a reserve director and a person regarded as a director under section 455(4)
第2分部 —— 谨慎技巧努力行事董事职责
Division 2—Directors’ Duty of Care Skill and Diligence
465 责合理水谨慎技巧努力行事
(1) 公司董事须合理水谨慎技巧努力行事
(2) 合理水谨慎技巧努力指合理努力具备条件行事时会谨慎技巧努力 ——
(a) 合理预期执行关董事关公司执行职时会具备般知识技巧验
(b) 该董事身具备般知识技巧验
(3) 第(1)款指明责关公司董事该公司负
(4) 第(1)款指明责取代关公司董事该公司负合理水谨慎技巧努力行事责普通法规衡法原效
(5) 条适幕董事犹条适董事样
(6) 第(5)款言某法团体附属公司众董事半数董事惯该团体指示指令行事该团体会仅视附属公司幕董事
465 Duty to exercise reasonable care skill and diligence
(1) A director of a company must exercise reasonable care skill and diligence
(2) Reasonable care skill and diligence mean the care skill and diligence that would be exercised by a reasonably diligent person with—
(a) the general knowledge skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company and
(b) the general knowledge skill and experience that the director has
(3) The duty specified in subsection (1) is owed by a director of a company to the company
(4) The duty specified in subsection (1) has effect in place of the common law rules and equitable principles as regards the duty to exercise reasonable care skill and diligence owed by a director of a company to the company
(5) This section applies to a shadow director as it applies to a director
(6) For the purposes of subsection (5) a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors or a majority of the directors of the subsidiary are accustomed to act in accordance with its direction or instructions
466 违反合理水谨慎技巧努力行事责民事果
影响条例条文公司(清盘杂项条文)条例(第32章)原违反(威胁违反)第465(1)条指明责果等假第465(1)条取代普通法规衡法原然适便会果
466 Civil consequences of breach of duty to exercise reasonable care skill and diligence
Without affecting other provisions of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) the consequences of breach (or threatened breach) of the duty specified in section 465(1) are the same as would apply if the common law rules or equitable principles that section 465(1) replaces applied
第3分部 —— 董事法律责
Division 3—Directors’ Liabilities
467 释义适范围
(1) 分部中 ——
第三者 (third party)公司言指非该公司非某联系公司
获准许弥偿条文 (permitted indemnity provision)公司言指符合说明条文 ——
(a) 订定该公司董事招致第三者法律责该董事提供弥偿
(b) 符合第469(2)条指明规定
(2) 第468469470条适生效日期#日订立条文
(3) 第471472条适生效日期#日订立获准许弥偿条文
(4) 第473条适生效日期#日董事作出行
_____________________
编辑附注：
# 生效日期：2014年3月3日
467 Interpretation and application
(1) In this Division—
permitted indemnity provision (获准许弥偿条文) in relation to a company means a provision that—
(a) provides for indemnity against liability incurred by a director of the company to a third party and
(b) meets the requirements specified in section 469(2)
third party (第三者) in relation to a company means a person other than the company or an associated company
(2) Sections 468 469 and 470 apply to any provision made on or after the commencement date# of those sections
(3) Sections 471 and 472 apply to a permitted indemnity provision made on or after the commencement date# of those sections
(4) Section 473 applies to conduct by a director on or after the commencement date# of that section
_____________________
Editorial Note
# Commencement date 3 March 2014
468 废止免董事法律责条文
(1) 条适载公司章程细公司订立合约文件条文
(2) 某条文意豁免公司董事该董事需承担该董事关该公司疏忽失责失职违反信讬行关连情况应须承担法律责该条文属效
(3) 公司藉着某条文直接间接该公司董事该公司联系公司董事提供弥偿弥偿该董事关该公司联系公司(视属情况定)疏忽失责失职违反信讬行关连情况须承担法律责该条文属效
(4) 第(3)款阻止公司法律责该公司董事该公司联系公司董事投购保险保持该保险效 ——
(a) 该董事关该公司联系公司(视属情况定)疏忽失责失职违反信讬行(欺诈行外)关连情况承担法律责
(b) 该董事针该董事提出民事刑事法律程序中进行辩护招致法律责该法律程序针该董事犯关该公司联系公司(视属情况定)疏忽失责失职违反信讬行(包括欺诈行)提出
468 Avoidance of provisions protecting director from liability
(1) This section applies to a provision contained in a company’s articles or in a contract entered into by a company or otherwise
(2) If a provision purports to exempt a director of the company from any liability that would otherwise attach to the director in connection with any negligence default breach of duty or breach of trust in relation to the company the provision is void
(3) If by a provision the company directly or indirectly provides an indemnity for a director of the company or a director of an associated company of the company against any liability attaching to the director in connection with any negligence default breach of duty or breach of trust in relation to the company or associated company (as the case may be) the provision is void
(4) Subsection (3) does not prevent a company from taking out and keeping in force insurance for a director of the company or a director of an associated company of the company against—
(a) any liability to any person attaching to the director in connection with any negligence default breach of duty or breach of trust (except for fraud) in relation to the company or associated company (as the case may be) or
(b) any liability incurred by the director in defending any proceedings (whether civil or criminal) taken against the director for any negligence default breach of duty or breach of trust (including fraud) in relation to the company or associated company (as the case may be)
469 获准许弥偿条文
(1) 关董事招致第三者法律责提供弥偿条文符合第(2)款指明规定第468(3)条适该条文
(2) 关条文法律责提供弥偿 ——
(a) 关董事缴付款项法律责 ——
(i) 刑事法律程序中判处罚款
(ii) 须遵守属规性质规定罚款形式缴付款项
(b) 该董事法律责 ——
(i) (该董事刑事法律程序中定罪)该董事该法律程序中作抗辩招致法律责
(ii) (关公司关公司联系公司提起民事法律程序该法律程序中该董事判败诉) 该董事该法律程序中作抗辩招致法律责
(iii) (关公司成员关公司联系公司成员代该公司提起民事法律程序该法律程序中该董事判败诉) 该董事该法律程序中作抗辩招致法律责
(iv) (关公司联系公司成员该联系公司联系公司成员代首述联系公司提起民事法律程序该法律程序中该董事判败诉)该董事该法律程序中作抗辩招致法律责
(v) (该董事根第903904条前身条例第358条申请济助原讼法庭拒绝该董事授予该济助)该董事该申请关连情况招致法律责
(3) 第(2)(b)款中提述定罪判决拒绝授予济助处提述关法律程序中终局决定
(4) 施行第(3)款定罪判决拒绝授予济助 ——
(a) 没遭诉提出诉限期结束时属终局
(b) 遭诉该诉进步诉获结时属终局
(5) 施行第(4)(b)款诉 ——
(a) 已获判定提出进步诉限期已结束
(b) 已遭放弃已情况失效
该诉属获结
469 Permitted indemnity provision
(1) Section 468(3) does not apply to a provision for indemnity against liability incurred by the director to a third party if the requirements specified in subsection (2) are met in relation to the provision
(2) The provision must not provide any indemnity against—
(a) any liability of the director to pay—
(i) a fine imposed in criminal proceedings or
(ii) a sum payable by way of a penalty in respect of noncompliance with any requirement of a regulatory nature or
(b) any liability incurred by the director—
(i) in defending criminal proceedings in which the director is convicted
(ii) in defending civil proceedings brought by the company or an associated company of the company in which judgment is given against the director
(iii) in defending civil proceedings brought on behalf of the company by a member of the company or of an associated company of the company in which judgment is given against the director
(iv) in defending civil proceedings brought on behalf of an associated company of the company by a member of the associated company or by a member of an associated company of the associated company in which judgment is given against the director or
(v) in connection with an application for relief under section 358 of the predecessor Ordinance or section 903 or 904 in which the Court refuses to grant the director relief
(3) A reference in subsection (2)(b) to a conviction judgment or refusal of relief is to the final decision in the proceedings
(4) For the purposes of subsection (3) a conviction judgment or refusal of relief—
(a) if not appealed against becomes final at the end of the period for bringing an appeal or
(b) if appealed against becomes final when the appeal or any further appeal is disposed of
(5) For the purposes of subsection (4)(b) an appeal is disposed of if—
(a) it is determined and the period for bringing any further appeal has ended or
(b) it is abandoned or otherwise ceases to have effect
470 董事报告须披露获准许弥偿条文
(1) 公司董事拟备董事报告第391条获批准时某获准许弥偿条文(该条文否该公司订立)正惠名名该公司董事情况效该报告须述明该条文正效
(2) 公司董事拟备董事报告关财政年度时间某获准许弥偿条文(该条文否该公司订立)惠名名身该公司前董事情况效该报告须述明该条文效
(3) 公司董事拟备董事报告第391条获批准时该公司订立某获准许弥偿条文正惠该公司联系公司名名董事情况效该报告须述明该条文正效
(4) 公司董事拟备董事报告关财政年度时间该公司订立某获准许弥偿条文惠名名身该公司联系公司前董事情况效该报告须述明该条文效
(5) 条中 ——
董事报告 (directors’report) 指 ——
(a) 根第388(1)条规定须拟备报告
(b) 根第388(2)条规定须拟备综合报告
470 Permitted indemnity provision to be disclosed in directors’ report
(1) If when a directors’ report prepared by the directors of a company is approved in accordance with section 391 a permitted indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company the report must state that the provision is in force
(2) If at any time during the financial year to which a directors’ report prepared by the directors of a company relates a permitted indemnity provision (whether made by the company or otherwise) was in force for the benefit of one or more persons who were then directors of the company the report must state that the provision was in force
(3) If when a directors’ report prepared by the directors of a company is approved in accordance with section 391 a permitted indemnity provision made by the company is in force for the benefit of one or more directors of an associated company of the company the report must state that the provision is in force
(4) If at any time during the financial year to which a directors’ report prepared by the directors of a company relates a permitted indemnity provision made by the company was in force for the benefit of one or more persons who were then directors of an associated company of the company the report must state that the provision was in force
(5) In this section—
directors’ report (董事报告) means—
(a) the report required to be prepared under section 388(1) or
(b) the consolidated report required to be prepared under section 388(2)
471 获准许弥偿条文文须备存点
(1) 获准许弥偿条文某公司名董事订立适 ——
(a) 该公司(该条文该公司该公司联系公司订立)
(b) (该条文联系公司订立)该联系公司
条具效力
(2) 条适公司须注册办事处根第657条订立规例订明点备存文件 ——
(a) 关获准许弥偿条文文
(b) (该条文非书面形式订立)份列明该条文条款书面备忘录
(3) 关公司 ——
(a) 须保留关文备忘录少年该年关条文终结届满日期翌日起计
(b) 须述期间备存该文备忘录供查阅
(4) 关文备忘录备存关公司注册办事处外点该公司须备存该文备忘录点该点更改通知处长该公司须该文备忘录首次备存该点15日该点更改15日(视属情况定)述通知交付处长登记该通知须符合指明格式
(5) 公司违反第(2)(3)款该公司名责均属犯罪处第3级罚款
(6) 公司违反第(4)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(7) 条中提述某获准许弥偿条文包括该条文更改
471 Place where copy of permitted indemnity provision must be kept
(1) This section has effect if a permitted indemnity provision is made for a director of a company and applies—
(a) to that company (whether the provision is made by that company or an associated company of that company) and
(b) if the provision is made by an associated company to that associated company
(2) A company to which this section applies must keep the following at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of the permitted indemnity provision
(b) if the provision is not in writing a written memorandum setting out the terms of the provision
(3) The company—
(a) must retain the copy or memorandum for at least one year after the date of termination or expiry of the provision and
(b) must keep the copy or memorandum available for inspection during that time
(4) If the copy or memorandum is kept at a place other than the company’s registered office the company must notify the Registrar of the place or any change in the place at which the copy or memorandum is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the copy or memorandum is first kept at that place or within 15 days after the change (as the case may be)
(5) If a company contravenes subsection (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(6) If a company contravenes subsection (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(7) In this section a reference to a permitted indemnity provision includes a variation of the provision
472 成员查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司根第471条备存获准许弥偿条文文书面备忘录
(2) 关公司成员提出求缴付订明费权根第657条订立规例获提供关条文备忘录文
(3) 条中 ——
订明 (prescribed)指根第657条订立规例订明
(4) 条中提述某获准许弥偿条文包括该条文更改
472 Right of member to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect in accordance with regulations made under section 657 a copy of a permitted indemnity provision or a written memorandum kept by the company under section 471
(2) A member of the company is entitled on request and on payment of a prescribed fee to be provided with a copy of the provision or memorandum in accordance with regulations made under section 657
(3) In this section—
prescribed (订明) means prescribed by regulations made under section 657
(4) In this section a reference to a permitted indemnity provision includes a variation of the provision
473 涉疏忽等董事行追认
(1) 条适公司追认涉关该公司疏忽失责失职违反信讬董事行
(2) 关公司追认关行决定藉该公司成员通决议作出
(3) 会议建议通述决议符合说明成员该决议投赞成票均须予理会 ——
(a) 该成员属董事行寻求追认象
(b) 该董事关连实体
(c) 信讬方式该董事该实体持关公司股份
(4) 第(3)款阻止该款指明成员出席商议关决定会议计算该会议法定数时计入参该会议议事程序
(5) 条言 ——
(a) 行 (conduct)包括作作
(b) 董事 (director)包括前董事
(c) 幕董事须视董事
(d) 提述董事关连实体具第486 条予涵义
(6) 条影响 ——
(a) 关公司成员致意作出决定效性
(b) 关董事意提起诉权力影响关董事代表关公司提出申索进行解放弃该申索权力
(7) 条影响 ——
(a) 效追认施加额外规定条例法律规
(b) 关关公司追认作法律规
473 Ratification of conduct by director involving negligence etc
(1) This section applies to the ratification by a company of conduct by a director involving negligence default breach of duty or breach of trust in relation to the company
(2) A decision of the company to ratify the conduct may only be made by resolution of the members of the company
(3) If such a resolution is proposed at a meeting every vote in favour of the resolution by a member who—
(a) is a director in respect of whose conduct the ratification is sought
(b) is an entity connected with that director or
(c) holds any shares in the company in trust for that director or entity
is to be disregarded
(4) Subsection (3) does not prevent a member specified in that subsection from attending being counted towards the quorum for or taking part in the proceedings at any meeting at which the decision is considered
(5) For the purposes of this section—
(a) conduct (行) includes acts and omissions
(b) director (董事) includes a former director
(c) a shadow director is to be regarded as a director and
(d) a reference to an entity connected with a director has the meaning given by section 486
(6) Nothing in this section affects—
(a) the validity of a decision taken by unanimous consent of the members of the company or
(b) any power of the directors to agree not to sue or to settle or release a claim made by them on behalf of the company
(7) This section does not affect—
(a) any other Ordinance or rule of law imposing additional requirements for valid ratification or
(b) any rule of law as to acts that are incapable of being ratified by the company
第4分部 —— 公司秘书委辞职
Division 4—Appointment and Resignation of Company Secretaries
474 公司须名公司秘书
(1) 公司须名公司秘书
(2) 公司成立法团日期起根第67(1)条交付处长法团成立表格指名公司秘书担该公司首公司秘书
(3) 某商号名称根附表2第5(1)(c)条法团成立表格指明该表格日期日该商号合伙担关公司首联名公司秘书
(4) 公司公司秘书 ——
(a) 属然须通常居香港
(b) 属法团体注册办事处须设香港须香港设营业点
(5) ——
(a) 公司秘书职位悬空原致没公司秘书够行事情况规定须获准公司秘书作出事情助理公司秘书副公司秘书作出规定须获准公司秘书作出事情助理公司秘书副公司秘书作出
(b) 没助理公司秘书副公司秘书够行事情况规定须获准公司秘书作出事情董事目般特授权关公司高级员作出规定须获准公司秘书作出事情该员作出
474 Company required to have company secretary
(1) A company must have a company secretary
(2) With effect from the date of incorporation of a company the first company secretary of the company is the person named as the company secretary in the incorporation form delivered to the Registrar under section 67(1)
(3) If the name of a firm is specified in the incorporation form under section 5(1)(c) of Schedule 2 all partners of the firm as at the date of the incorporation form are the first joint company secretaries of the company
(4) A company secretary of a company must—
(a) if a natural person ordinarily reside in Hong Kong and
(b) if a body corporate have its registered office or a place of business in Hong Kong
(5) Anything required or authorized to be done by or to the company secretary may be done—
(a) if the office is vacant or there is for any other reason no company secretary capable of acting by or to any assistant or deputy company secretary or
(b) if there is no assistant or deputy company secretary capable of acting by or to any officer of the company authorized generally or specially in that behalf by the directors
475 种情况董事担公司秘书
(1) 第(2)(3)款规定外公司董事担该公司公司秘书
(2) 私公司董事属该公司唯董事兼该公司公司秘书
(3) 名董事私公司公司秘书该董事唯董事法团体
475 Circumstances under which director may not be company secretary
(1) Subject to subsections (2) and (3) a director of a company may be a company secretary of the company
(2) The director of a private company having only one director must not also be a company secretary of the company
(3) No private company having only one director may have as company secretary of the company a body corporate the sole director of which is the sole director of the private company
476 规定公司委公司秘书指示
(1) 处长觉公司违反第474(1)(4)475(2)(3)条指示该公司委名公司秘书符合该条规定
(2) 述指示须指明 ——
(a) 关公司似违反法例规定
(b) 第(3)款规限该公司遵该指示限期
(c) 没遵该指示属第(6)款订罪行
(3) 述限期少关指示发出日期月超该日期3月
(4) 处长关指示指明限期结束前藉书面通知延长该限期
(5) 关公司须符合说明方式遵述指示︰该指示指明限期结束前(处长根第(4)款延长该限期)延长限期结束前作出需委
(6) 公司没遵条指指示该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
476 Direction requiring company to appoint company secretary
(1) If it appears to the Registrar that a company is in contravention of section 474(1) or (4) or 475(2) or (3) the Registrar may direct the company to appoint a company secretary in compliance with that section
(2) The direction must specify—
(a) the statutory requirement of which the company appears to be in contravention
(b) subject to subsection (3) the period within which the company must comply with the direction and
(c) that a failure to comply with the direction is an offence under subsection (6)
(3) The period must not be less than one month or more than 3 months after the date on which the direction is given
(4) The Registrar may before the end of the period specified in the direction by notice in writing extend the period
(5) The company must comply with the direction by making the necessary appointment before the end of the period specified in the direction or if the period is extended by the Registrar under subsection (4) the extended period
(6) If a company fails to comply with a direction under this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
477 公司秘书辞职
(1) 公司公司秘书时辞公司秘书职位该公司章程细该公司订立协议规定属例外
(2) 公司公司秘书辞职该公司须述明辞职事通知交付处长交付方式须第652(2)条规定者
(3) 第(2)款规定辞职公司秘书合理理相信关公司会交付关通知须述明辞职事通知交付处长该通知须符合指明格式通知
(4) 根第(3)款规定交付通知须述明 ——
(a) 关公司章程细该公司订立协议否规定辞职公司秘书该公司发出辞职通知
(b) (述章程细协议规定发出该通知) 该通知否已该规定发出
(5) 公司章程细该公司订立协议规定发出关该公司公司秘书辞职通知非该公司秘书 ——
(a) 该规定发出书面辞职通知
(b) 该通知留该公司注册办事处
(c) 该通知印送交该公司该通知电子版发送予该公司
否该项辞职效
477 Resignation of company secretary
(1) A company secretary of a company may unless it is otherwise provided in the articles of the company or by any agreement with the company resign as company secretary at any time
(2) If a company secretary of a company resigns the company must deliver a notice of the resignation to the Registrar in the manner required by section 652(2)
(3) Despite subsection (2) if the company secretary resigning has reasonable grounds for believing that the company will not deliver the notice the company secretary resigning must deliver to the Registrar for registration a notice of the resignation in the specified form
(4) The notice required to be delivered under subsection (3) must state—
(a) whether the company secretary resigning is required by the articles of the company or by any agreement with the company to give notice of resignation to the company and
(b) if notice is so required whether the notice has been given in accordance with the requirement
(5) If notice of the resignation of a company secretary of a company is required to be given by the articles of the company or by any agreement with the company the resignation does not have effect unless the company secretary gives notice in writing of the resignation—
(a) in accordance with the requirement
(b) by leaving it at the registered office of the company or
(c) by sending it to the company in hard copy form or in electronic form
第5分部 —— 关董事公司秘书杂项条文
Division 5—Miscellaneous Provisions Relating to Directors and Company Secretaries
478 董事须候补董事作承担法律责等
(1) 某公司章程细授权名董事委名候补董事代行事非该章程细载明订隐含相反条文否 ——
(a) 获委候补董事须作出该委董事代理
(b) 委候补董事董事须该候补董事候补董事身分行事时犯侵权行承担法律责
(2) 第(1)(b)款影响候补董事作作承担法律责
478 Director vicariously liable for acts of alternate etc
(1) If the articles of a company authorize a director to appoint an alternate director to act in place of the director then unless the articles contain any provision to the contrary whether express or implied—
(a) an alternate director so appointed is deemed to be the agent of the director who appoints the alternate director and
(b) a director who appoints an alternate director is vicariously liable for any tort committed by the alternate director while acting in the capacity of alternate director
(2) Nothing in subsection (1)(b) affects the personal liability of an alternate director for any act or omission
479 废止董事兼公司秘书双重身分作出作
(1) 条文规定授权公司董事公司秘书作出某事情规定授权某公司董事公司秘书作出某事情 ——
(a) 身兼董事公司秘书作出该事情该作出该事情
(b) 身兼董事代公司秘书作出该事情该作出该事情
属遵守该条文
(2) 条适 ——
(a) 条例公司( 清盘杂项条文)条例(第32章)条文
(b) 公司章程细条文
479 Avoidance of acts done by person in dual capacity as director and company secretary
(1) A provision requiring or authorizing a thing to be done by or to a director and a company secretary of a company is not satisfied by its being done by or to the same person acting—
(a) both as director and company secretary or
(b) both as director and in place of the company secretary
(2) This section applies to—
(a) any provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) and
(b) any provision in a company’s articles
480 关未获解破产破产担董事条文
(1) 身未获解破产破产担公司董事直接间接参关涉公司理该获裁定破产原讼法庭许属例外
(2) 违反第(1)款属犯罪 ——
(a) 循公诉程序定罪处罚款700000监禁2年
(b) 循简易程序定罪处罚款150000监禁12月
(3) 非拟申请原讼法庭许意通知书已送达破产理署署长否原讼法庭条目予许
(4) 破产理署署长认批准第(3)款指申请违公众利益须出席该申请聆讯反批准该申请
(5) 第(1)款中 ——
公司 (company)词具公司(清盘杂项条文)条例(第32章)第168C(1)条予该词涵义
480 Provisions as to undischarged bankrupt acting as director
(1) A person who is an undischarged bankrupt must not act as director of or directly or indirectly take part or be concerned in the management of a company except with the leave of the Court by which the person was adjudged bankrupt
(2) A person who contravenes subsection (1) commits an offence and is liable—
(a) on conviction on indictment to a fine of 700000 and to imprisonment for 2 years or
(b) on summary conviction to a fine of 150000 and to imprisonment for 12 months
(3) The Court must not give leave for the purposes of this section unless notice of intention to apply for it has been served on the Official Receiver
(4) If the Official Receiver is of opinion that it is contrary to the public interest that an application under subsection (3) should be granted the Official Receiver must attend the hearing of and oppose the granting of the application
(5) In subsection (1)—
company (公司) has the meaning given by section 168C(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
481 董事会议董事决议纪录
(2018年第35号第55条修订)
(1) 公司须安排项予记录 —— (2018年第35号第55条修订)
(a) 董事会议议事程序纪录
(b) 董事举行会议情况通决议 (2018年第35号第55条修订)
(2) 公司须备存第(1)款指纪录少10年该期间日期起计 —— (2018年第35号第55条修订)
(a) 关会议举行日期
(b) 举行会议情况通关决议日期 (2018年第35号第55条修订)
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 条适2018年公司(修订)(第2号)条例(2018年第35号)第55条生效日期*前举行会议情况通决议 (2018年第35号第55条增补)
_____________________
编辑附注：
* 生效日期：2019年2月1日
481 Minutes of directors’ meetings and directors’ resolutions
(Amended 35 of 2018 s 55)
(1) A company must cause the following to be recorded—(Amended 35 of 2018 s 55)
(a) minutes of all proceedings at meetings of its directors and
(b) all resolutions passed by its directors without a meeting
(2) A company must keep the records under subsection (1) for at least 10 years from— (Amended 35 of 2018 s 55)
(a) the date of the meeting or
(b) the date of the passing of the resolution without a meeting
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) This section does not apply to a resolution passed without a meeting before the commencement date* of section 55 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) (Added 35 of 2018 s 55)
(Amended 35 of 2018 s 55)
_____________________
Editorial Note
* Commencement date 1 February 2019
482 作证纪录
(1) 第481条记录会议纪录关会议席签署次董事会议席签署该关会议议事程序证
(2) 董事会议议事程序根第(1)款藉会议纪录证明相反证明成立前 —— (2018年第35号第56条修订)
(a) 该会议须视已妥举行召开
(b) 该会议议事程序均须视已妥完成
(c) 该会议作出委均须视效
(3) 第(2)(c)款受第456(3)459(2)条规限
482 Minutes as evidence
(1) Minutes recorded in accordance with section 481 if purporting to be signed by the chairperson of the meeting or by the chairperson of the next directors’ meeting are evidence of the proceedings at the meeting
(2) If the proceedings at a meeting of directors are evidenced by minutes under subsection (1) then until the contrary is proved— (Amended 35 of 2018 s 56)
(a) the meeting is to be regarded as having been duly held and convened
(b) all proceedings at the meeting are to be regarded as having duly taken place and
(c) all appointments at the meeting are to be regarded as valid
(3) Subsection (2)(c) is subject to sections 456(3) and 459(2)
483 关私公司唯董事决定书面纪录
(1) 私公司名董事该董事作出符合说明决定 ——
(a) 董事会议作出
(b) 具犹已该会议获意效力
该董事须作出该项决定7日该公司提供份该项决定书面纪录该项决定书面决议方式作出属例外
(2) 董事第(1)款关公司提供份关某决定书面纪录该纪录属该董事已作出该决定充分证
(3) 公司须备存第(1)款该公司提供书面纪录少10年该期间关决定作出日期起计
(4) 董事违反第(1)款属犯罪
(5) 公司违反第(3)款该公司名责均属犯罪
(6) 犯第(4)款订罪行处第3级罚款
(7) 犯第(5)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(8) 董事违反第(1)款规定影响该款述决定效性
___________
483 Written record of decision of sole director of private company
(1) If a private company has only one director and the director takes any decision that—
(a) may be taken in a meeting of directors and
(b) has effect as if agreed in a meeting of directors
the director must (unless that decision is taken by way of a resolution in writing) provide the company with a written record of that decision within 7 days after the decision is made
(2) If the director provides the company with a written record of a decision in accordance with subsection (1) that record is sufficient evidence of the decision having been taken by the director
(3) A company must keep a written record provided to the company in accordance with subsection (1) for at least 10 years from the date of the decision
(4) A director who contravenes subsection (1) commits an offence
(5) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence
(6) A person who commits an offence under subsection (4) is liable to a fine at level 3
(7) A person who commits an offence under subsection (5) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(8) A contravention of subsection (1) by a director does not affect the validity of any decision mentioned in that subsection
___________
第11部
Part 11
董事公处事
(格式变更——2013年第1号编辑修订纪录)
Fair Dealing by Directors
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
484 释义
(1) 分部中 ——
子女 (child)包括继子女非婚生子女香港法律承认方式领养子女
居关系 (cohabitation relationship)指作情侣亲密关系生活两名士(性异性)间关系
董事 (director)包括幕董事
(2) 分部中提述未成年子女提述18岁子女
484 Interpretation
(1) In this Division—
child (子女) includes a stepchild an illegitimate child and a child adopted in any manner recognized by the law of Hong Kong
cohabitation relationship (居关系) means a relationship between 2 persons (whether of the same sex or of the opposite sex) who live together as a couple in an intimate relationship
director (董事) includes a shadow director
(2) In this Division a reference to a minor child is a reference to a child who is under 18 years of age
485 构成违反情况
部中提述构成违反情况属项非事实情况便会第2分部第3次分部会禁止交易安排包括该事实情况
485 Circumstances constituting contravention
In this Part a reference to circumstances constituting a contravention includes in the case of a transaction or arrangement that but for any fact or circumstances would not be prohibited because of Subdivision 3 of Division 2 the fact or circumstances
486 关连实体
(1) 部中提述公司董事前董事关连实体提述 ——
(a) 该董事前董事家庭成员
(b) 该董事前董事处居关系
(c) 属(b)段指未成年子女符合说明 ——
(i) 非该董事前董事子女
(ii) 该董事前董事生活
(d) 该董事前董事联系法团体
(e) 指明信讬(雇员参股计划退休金计划目设信讬外)受讬身分行事
(f) 述合伙身分行事 ——
(i) 该董事前董事
(ii) 该董事前董事配偶
(iii) 该董事前董事未成年子女
(iv) (e)段属该董事前董事关连实体
(2) 第(1)(e)款言符合说明信讬属指明信讬 ——
(a) 该信讬受益包括 ——
(i) 关董事前董事
(ii) 该董事前董事配偶
(iii) 该董事前董事未成年子女
(b) 该 ——
(i) 信讬条款赋予关受讬项利益行权力 ——
(A) 该董事前董事
(B) 该董事前董事配偶
(C) 该董事前董事未成年子女
(ii) 董事前董事知悉该董事前董事该配偶子女属该项权力行象
(3) 条中 ——
合伙 (partner)言指合伙条例(第38章)指合伙中属该合伙
雇员参股计划 (employee share scheme)指旨鼓励利便持利益持公司股份计划 ——
(a) 正真诚受雇真诚受雇该公司属公司集团成员公司
(b) (a)段提述配偶遗孀未亡夫未成年子女
486 Connected entity
(1) In this Part a reference to an entity connected with a director or former director of a company is a reference to—
(a) a member of the director’s or former director’s family
(b) a person who is in a cohabitation relationship with the director or former director
(c) a minor child of a person falling within paragraph (b) who—
(i) is not a child of the director or former director and
(ii) lives with the director or former director
(d) a body corporate with which the director or former director is associated
(e) a person acting in the capacity as trustee of a specified trust other than a trust for the purpose of an employee share scheme or a pension scheme or
(f) a person acting in the capacity as partner of—
(i) the director or former director
(ii) the spouse of the director or former director
(iii) a minor child of the director or former director or
(iv) another person who by virtue of paragraph (e) is an entity connected with the director or former director
(2) For the purposes of subsection (1)(e) a trust is a specified trust—
(a) if the beneficiaries of the trust include—
(i) the director or former director
(ii) the spouse of the director or former director or
(iii) a minor child of the director or former director or
(b) if—
(i) the terms of the trust give a power to the trustees that may be exercised for the benefit of—
(A) the director or former director
(B) the spouse of the director or former director or
(C) a minor child of the director or former director and
(ii) the director or former director knows that the director or former director or the spouse or child is an object of the power
(3) In this section—
employee share scheme (雇员参股计划) means a scheme for encouraging or facilitating the holding of shares in a company by or for the benefit of—
(a) persons employed or formerly employed in good faith by that company or another company in the same group of companies or
(b) the spouses widows widowers or minor children of persons referred to in paragraph (a)
partner (合伙) in relation to another person means a person who is a partner of that other person in a partnership within the meaning of the Partnership Ordinance (Cap 38)
487 董事前董事家庭成员
部中提述某董事前董事家庭成员提述 ——
(a) 该董事前董事配偶
(b) 该董事前董事子女
(c) 该董事前董事父母
487 Family member of director or former director
In this Part a reference to a member of a director’s or former director’s family is a reference to—
(a) the spouse of the director or former director
(b) a child of the director or former director or
(c) a parent of the director or former director
488 法团体联系董事前董事
(1) 部言董事前董事符合说明属法团体联系 ——
(a) 该董事前董事中第(3)款指明实体该董事前董事连中该等实体该法团体成员会权行30表决权权控制30表决权行
(b) 该法团体众董事半数董事惯指示指令行事 ——
(i) 该董事前董事
(ii) 该董事前董事关连实体
(2) 条中提述某董事前董事第(3)款指明实体控制行表决权包括关情况法团体控制行表决权关情况指该董事前董事中该等指明实体该董事前董事连中该等指明实体该法团体成员会权行50表决权权控制50表决权行
(3) 施行第(1)(2)款指明实体 ——
(a) 关董事前董事配偶
(b) 该董事前董事未成年子女
(c) 第486(1)(e)条属该董事前董事关连实体
488 Director or former director associated with body corporate
(1) For the purposes of this Part a director or former director is associated with a body corporate if—
(a) the director or former director or any one or more of the entities specified in subsection (3) or the director or former director together with any one or more of those specified entities are entitled to exercise or control the exercise of more than 30 of the voting power at any general meeting of that body corporate or
(b) the directors or a majority of the directors of that body corporate are accustomed to act in accordance with the directions or instructions of—
(i) the director or former director or
(ii) an entity connected with the director or former director
(2) In this section a reference to voting power the exercise of which is controlled by a director or former director or by an entity specified in subsection (3) includes voting power the exercise of which is controlled by another body corporate if the director or former director or any one or more of the specified entities or the director or former director together with any one or more of the specified entities are entitled to exercise or control the exercise of more than 50 of the voting power at any general meeting of that other body corporate
(3) The entity specified for the purposes of subsections (1) and (2) is—
(a) the spouse of the director or former director
(b) a minor child of the director or former director or
(c) a person who by virtue of section 486(1)(e) is an entity connected with the director or former director
489 公司受制项禁止
(1) 部项条文禁止某公司未获成员控权公司成员批准(项条文指明)前作出某事情该公司禁止未获该等批准前作出该事情
(2) 第(1)款规定施行项关条文通项独立决议
489 Company subject to more than one prohibition
(1) If a company is prohibited by more than one provision of this Part from doing something without the approval of the members of the company or of the members of a holding company of the company specified in each provision the company is prohibited from doing the thing without all those approvals
(2) Subsection (1) does not require a separate resolution for the purposes of each of the provisions
490 适交易安排限法律
施行部限交易安排法律(条例订定外)否香港法律关重
490 Application to transaction or arrangement despite its governing law
For the purposes of this Part it is immaterial whether or not the law (apart from this Ordinance) that governs a transaction or arrangement is the law of Hong Kong
第2分部 —— 贷款类似贷款信贷交易
Division 2—Loan Quasiloan and Credit Transaction
第1次分部 —— 导言
Subdivision 1—Preliminary
491 释义
(1) 分部中 ——
土 (land)包括性质种类土建筑物宅院物业单位产业权权益
服务 (services)指货物土外东西
指明公司 (specified company)指 ——
(a) 公众公司
(b) 属某公众公司附属公司私公司担保限公司
董事 (director)包括幕董事
担保 (guarantee)包括弥偿
(2) 分部言某法团体附属公司众董事半数董事惯该团体指示指令行事该团体会仅视附属公司幕董事
491 Interpretation
(1) In this Division—
director (董事) includes a shadow director
guarantee (担保) includes indemnity
land (土) includes any estate or interest in land buildings messuages and tenements of any nature or kind
services (服务) means anything other than goods or land
specified company (指明公司) means—
(a) a public company or
(b) a private company or company limited by guarantee that is a subsidiary of a public company
(2) For the purposes of this Division a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors or a majority of the directors of the subsidiary are accustomed to act in accordance with its directions or instructions
492 受董事控制法团体
(1) 分部言法团体符合说明属受某董事控制 ——
(a) 该董事该法团体成员会权行50表决权权控制50表决权行
(b) 该法团体众董事半数董事惯该董事指示指令行事
(2) 第(1)款中提述某董事控制行表决权包括关情况法团体控制行表决权关情况指该董事该法团体成员会权行50表决权权控制50表决权行
492 Body corporate controlled by director
(1) For the purposes of this Division a body corporate is controlled by a director if—
(a) the director is entitled to exercise or control the exercise of more than 50 of the voting power at any general meeting of that body corporate or
(b) the directors or a majority of the directors of that body corporate are accustomed to act in accordance with the directions or instructions of the director
(2) In subsection (1) a reference to voting power the exercise of which is controlled by a director includes voting power the exercise of which is controlled by another body corporate if the director is entitled to exercise or control the exercise of more than 50 of the voting power at any general meeting of that other body corporate
493 类似贷款
(1) 分部言某(该)作出作属某董事董事关连实体出类似贷款 ——
(a) 意该董事实体支付某数额非协议方式该董事实体支付某数额 ——
(i) 意付款条款该董事实体(代表该董事实体)会该作出付
(ii) 意付款情况令该董事实体负法律责该作出付
(b) 意该董事实体付该招致支出非协议方式该董事实体付该招致支出 ——
(i) 意付条款该董事实体(代表该董事实体)会该作出付
(ii) 意付情况令该董事实体负法律责该作出付
(2) 分部言某某董事董事关连实体出类似贷款该董事实体该项类似贷款法律责包括意代表该董事实体该作出付法律责
493 Quasiloan
(1) For the purposes of this Division a person makes a quasiloan to a director or an entity connected with a director if the person—
(a) agrees to pay or pays otherwise than pursuant to an agreement a sum for the director or connected entity—
(i) on terms that the director or connected entity (or another person on behalf of the director or connected entity) will reimburse the person or
(ii) in circumstances giving rise to a liability on the director or connected entity to reimburse the person or
(b) agrees to reimburse or reimburses otherwise than pursuant to an agreement expenditure incurred by another person for the director or connected entity—
(i) on terms that the director or connected entity (or another person on behalf of the director or connected entity) will reimburse the person or
(ii) in circumstances giving rise to a liability on the director or connected entity to reimburse the person
(2) For the purposes of this Division if a person makes a quasiloan to a director or an entity connected with a director the director’s or connected entity’s liabilities under the quasiloan include the liabilities of any other person who has agreed to reimburse the person on the director’s or connected entity’s behalf
494 信贷交易
(1) 分部言某作出作属债权身分某董事董事关连实体订立信贷交易 ——
(a) 根租购协议提供货物予该董事实体
(b) 根条件售卖协议售卖货物土予该董事实体
(c) 货物出租租赁予土出租予该董事实体交换定期付款
(d) 基述理解方式提供货物服务予土处置转予该董事实体︰关付款(整笔支付分期支付定期支付方式支付)会延
(2) 条中 ——
条件售卖协议 (conditional sale agreement)指符合说明售卖货物土协议 ——
(a) 根该协议该货物土买价部分藉分期付款方式支付
(b) 根该协议卖方保留该货物土产权直该协议指明关分期付款条件条件获履行止
(c) 根该协议该项产权保留该等条件获履行前买方该货物土
租购协议 (hirepurchase agreement)指委讬保货物协议根该协议受寄购买该货物该货物产权转移予转移予受寄
494 Credit transaction
(1) For the purposes of this Division a person enters into a credit transaction as creditor for a director or an entity connected with a director if the person—
(a) supplies goods to the director or connected entity under a hirepurchase agreement
(b) sells goods or land to the director or connected entity under a conditional sale agreement
(c) leases or hires goods or leases land to the director or connected entity in return for periodical payments or
(d) otherwise supplies goods or services or disposes of land to the director or connected entity on the understanding that payment (whether in a lump sum or instalments or by way of periodical payments or otherwise) is to be deferred
(2) In this section—
conditional sale agreement (条件售卖协议) means an agreement for the sale of goods or land under which—
(a) the purchase price or part of it is payable by instalments
(b) the property in the goods or land is to remain in the seller until the conditions regarding the payment of instalments or other conditions specified in the agreement are fulfilled and
(c) despite such reservation of property the buyer is to be in possession of the goods or land before the fulfilment of those conditions
hirepurchase agreement (租购协议) means an agreement for the bailment of goods under which the bailee may buy the goods or under which the property in the goods will or may pass to the bailee
495 交易安排订立
(1) 分部中提述交易订立董事受董事控制法团体董事关连实体提述 ——
(a) (属贷款类似贷款关贷款类似贷款担保保证)入该项贷款类似贷款董事受控制法团体关连实体
(b) (属信贷交易关信贷交易担保保证)根该项信贷交易属货物土服务提供出售出租租赁方式处置象董事关连实体
(2) 分部言情况安排属董事受董事控制法团体董事关连实体订立 ——
(a) (属第504(1)(a)(2)(a)条述安排)某公司参该项安排根该项安排该董事受控制法团体关连实体订立交易
(b) (属第504(1)(b)(2)(b)条述安排)某公司该董事受控制法团体关连实体订立交易权利义务法律责订立该项安排
495 Person for whom transaction or arrangement entered into
(1) In this Division a reference to a director a body corporate controlled by a director or an entity connected with a director for whom a transaction is entered into is—
(a) in the case of a loan or quasiloan or a guarantee or security in connection with a loan or quasiloan a reference to the director controlled body corporate or connected entity to whom the loan or quasiloan is made or
(b) in the case of a credit transaction or a guarantee or security in connection with a credit transaction a reference to the director or connected entity to whom goods land or services are supplied sold leased hired or otherwise disposed of under the credit transaction
(2) For the purposes of this Division an arrangement is entered into for a director a body corporate controlled by a director or an entity connected with a director if—
(a) in the case of an arrangement mentioned in section 504(1)(a) or (2)(a) a company takes part in the arrangement under which another person enters into a transaction with the director controlled body corporate or connected entity or
(b) in the case of an arrangement mentioned in section 504(1)(b) or (2)(b) a company enters into the arrangement in relation to any rights obligations or liabilities under a transaction entered into by another person with the director controlled body corporate or connected entity
496 成员订明批准
(1) 分部中提述订立某项交易安排公司成员该公司控权公司成员订明批准提述藉该等成员符合说明决议取批准 ——
(a) 该项交易安排订立前通
(b) 第(2)款指明规定该项决议获符合
(2) 施行第(1)(b)款指明规定 ——
(a) (属书面决议)份列出第(4)款指明事项备忘录建议决议送交名成员时前已送交该成员
(b) (属成员会通决议) ——
(i) 份列出第(4)款指明事项备忘录连召开该会通知书已送交名成员
(ii) (关公司属指明公司)理会第(5)款指明成员该项决议投赞成票情况该项决议获通
(3) 公司章程细条文规定外断定否符合第(2)(a)(b)(i)款指明规定言意外遗漏成员送交备忘录情况须予理会
(4) 施行第(2)(a)(b)(i)款指明事项 ——
(a) (属第500501502条目通决议) ——
(i) 该项决议批准交易性质
(ii) 关贷款类似贷款款额
(iii) 该项贷款类似贷款需作途
(iv) 关公司该项贷款类似贷款关连交易法律责范围
(b) (属第503条目通决议) ——
(i) 该项决议批准交易性质
(ii) 关信贷交易款额价值
(iii) 根该项信贷交易提供出售出租租赁方式处置货物土服务需作途
(iv) 关公司该项信贷交易关连交易法律责范围
(c) (属第504条目通决议) ——
(i) 假关公司寻求批准关安排关交易便会须披露事项
(ii) 该项决议批准安排性质
(iii) 关公司该项安排法律责范围
(5) 施行第(2)(b)(ii)款指明成员 ——
(a) (属第500501条目通决议)符合说明成员 ——
(i) 属身关贷款建议出象实际出象受控制法团体
(ii) 属 ——
(A) 控制该法团体董事
(B) 身关贷款类似贷款建议出象实际出象董事
(iii) 信讬形式该受控制法团体董事持该公司股份
(b) (属第502条目通决议) 符合说明成员 ——
(i) 属获关贷款类似贷款建议出象实际出象关连实体
(ii) 属该实体关连董事
(iii) 信讬形式该关连实体董事持该公司股份
(c) (属第503条目通决议) 符合说明成员 ——
(i) 属关信贷交易已建议订立董事关连实体
(ii) 属该实体关连董事
(iii) 信讬形式第(i)(ii)节指明董事该关连实体持该公司股份
(d) (属第504条目通决议)符合说明成员 ——
(i) 属关安排已建议订立受控制法团体关连实体
(ii) 属 ——
(A) 控制该法团体董事
(B) 该实体关连董事
(C) 关安排已建议订立董事
(iii) 信讬形式该受控制法团体关连实体董事持该公司股份
(6) 第(2)(b)(ii)款阻止第(5)款指明成员出席考虑关决定会议计入该会议法定数参该会议程序
(7) 条中提述某项安排关交易 ——
(a) (属第504(1)(a)(2)(a)条述安排)提述根该项安排董事受董事控制法团体董事关连实体订立交易
(b) (属第504(1)(b)(2)(b)条述关某项交易权利义务法律责安排)提述该项交易
(8) 施行第(1)(a)款关决议分部生效日期#前日通相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
496 Prescribed approval of members
(1) In this Division a reference to the prescribed approval of the members of a company that enters into a transaction or arrangement or the members of a holding company of the company is a reference to an approval obtained by a resolution of those members—
(a) that is passed before the transaction or arrangement is entered into and
(b) in respect of which the requirements specified in subsection (2) are met
(2) The requirements specified for the purposes of subsection (1)(b) are—
(a) that in the case of a written resolution a memorandum setting out the matters specified in subsection (4) is sent to every member at or before the time at which the proposed resolution is sent to the member or
(b) that in the case of a resolution passed at a general meeting—
(i) a memorandum setting out the matters specified in subsection (4) is sent to every member together with the notice convening the meeting and
(ii) if the company is a specified company the resolution is passed after disregarding every vote in favour of the resolution by a member specified in subsection (5)
(3) Subject to any provision of the company’s articles any accidental omission to send the memorandum to a member is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met
(4) The matters specified for the purposes of subsection (2)(a) and (b)(i) are—
(a) in the case of a resolution for the purposes of section 500 501 or 502—
(i) the nature of the transaction to be approved by the resolution
(ii) the amount of the loan or quasiloan
(iii) the purpose for which the loan or quasiloan is required and
(iv) the extent of the company’s liability under any transaction connected with the loan or quasiloan
(b) in the case of a resolution for the purposes of section 503—
(i) the nature of the transaction to be approved by the resolution
(ii) the amount and value of the credit transaction
(iii) the purpose for which the goods land or services supplied sold leased hired or otherwise disposed of under the credit transaction are required and
(iv) the extent of the company’s liability under any transaction connected with the credit transaction or
(c) in the case of a resolution for the purposes of section 504—
(i) the matters that would have to be disclosed if the company were seeking approval of the transaction to which the arrangement relates
(ii) the nature of the arrangement to be approved by the resolution and
(iii) the extent of the company’s liability under the arrangement
(5) The member specified for the purposes of subsection (2)(b)(ii) is—
(a) in the case of a resolution for the purposes of section 500 or 501—
(i) one who is the controlled body corporate to whom the loan is proposed to be made or was made
(ii) one who is the director—
(A) who controls that body corporate or
(B) to whom the loan or quasiloan is proposed to be made or was made or
(iii) one who holds any shares in the company in trust for that controlled body corporate or director
(b) in the case of a resolution for the purposes of section 502—
(i) one who is the connected entity to whom the loan or quasiloan is proposed to be made or was made
(ii) one who is the director with whom that entity is connected or
(iii) one who holds any shares in the company in trust for that connected entity or director
(c) in the case of a resolution for the purposes of section 503—
(i) one who is the director or connected entity for whom the credit transaction is proposed to be entered into or was entered into
(ii) one who is the director with whom that entity is connected or
(iii) one who holds any shares in the company in trust for the director specified in subparagraph (i) or (ii) or that connected entity or
(d) in the case of a resolution for the purposes of section 504—
(i) one who is the controlled body corporate or connected entity for whom the arrangement is proposed to be entered into or was entered into
(ii) one who is the director—
(A) who controls that body corporate
(B) with whom that entity is connected or
(C) for whom the arrangement is proposed to be entered into or was entered into or
(iii) one who holds any shares in the company in trust for that controlled body corporate connected entity or director
(6) Subsection (2)(b)(ii) does not prevent a member specified in subsection (5) from attending being counted towards the quorum for or taking part in the proceedings at any meeting at which the decision is considered
(7) In this section a reference to a transaction to which an arrangement relates is—
(a) in the case of an arrangement mentioned in section 504(1)(a) or (2)(a) a reference to the transaction entered into with a director a body corporate controlled by a director or an entity connected with a director under the arrangement or
(b) in the case of an arrangement mentioned in section 504(1)(b) or (2)(b) in relation to any rights obligations or liabilities under a transaction a reference to the transaction
(8) For the purposes of subsection (1)(a) it is irrelevant whether the resolution is passed before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
497 交易安排等价值
(1) 施行分部 ——
(a) 交易价值须第(2)款断定
(b) 相关交易安排价值第(2)(3)款断定交易安排价值减该相关交易安排订立董事受董事控制法团体董事关连实体已减少法律责款额
(2) 第(1)款言 ——
(a) 贷款价值金款额
(b) 类似贷款价值入该贷款负法律责出该贷款作出付款额高款额
(c) 信贷交易价值假该交易关货物土服务通常业务运作中(订立交易时)提供已会根该项交易提供该等货物土服务相条款(价格外)提供时便合理预期够取价格
(d) 担保保证价值担保保证款额
(3) 第(1)(b)款言 ——
(a) 第504(1)(a)(2)(a)条述安排价值根该项安排董事受董事控制法团体董事关连实体订立交易价值
(b) 第504(1)(b)(2)(b)条述关某项交易权利义务法律责安排价值该项交易价值
497 Value of transaction or arrangement etc
(1) For the purposes of this Division—
(a) the value of a transaction is to be determined in accordance with subsection (2) and
(b) the value of any other relevant transaction or arrangement is the value of the transaction or arrangement determined in accordance with subsection (2) or (3) reduced by any amount by which the liabilities of the director the body corporate controlled by a director or the entity connected with a director for whom the transaction or arrangement was entered into have been reduced
(2) For the purposes of subsection (1)—
(a) the value of a loan is the amount of its principal
(b) the value of a quasiloan is the amount or maximum amount that the person to whom the quasiloan is made is liable to reimburse the person making the quasiloan
(c) the value of a credit transaction is the price that it is reasonable to expect could be obtained for goods land or services to which the transaction relates if they had been supplied (at the time the transaction is entered into) in the ordinary course of business and on the same terms (apart from the price) as they have been supplied or are to be supplied under the transaction and
(d) the value of a guarantee or security is the amount guaranteed or secured
(3) For the purposes of subsection (1)(b)—
(a) the value of an arrangement mentioned in section 504(1)(a) or (2)(a) is the value of the transaction entered into with a director a body corporate controlled by a director or an entity connected with a director under the arrangement and
(b) the value of an arrangement mentioned in section 504(1)(b) or (2)(b) in relation to any rights obligations or liabilities under a transaction is the value of the transaction
498 风险承担总额
(1) 第509510条中 ——
风险承担总额 (total exposure amount)指 ——
(a) (非指明公司公司言)第(2)款指明款额总额
(b) (指明公司言)第(3)款指明款额总额
(2) 施行第(1)款中风险承担总额定义(a)段指明款额 ——
(a) 关交易款额
(b) 订立该项交易时该公司予董事控权公司董事予受该等董事控制法团体项贷款未清偿金利息方面尚未清偿款额总额(关交易获第500条述订明批准出第499505506507508511512条出贷款外)
(c) (该公司予董事控权公司董事予受该等董事控制法团体贷款关连情况予担保提供保证(关交易获第500条述订明批准予提供第499505506507508511 512 条予提供担保保证外))该公司时项该等担保保证法律责款额总额
(d) (该公司订立第(4)款指明安排(获第504条述订明批准第499条订立安排外))该公司时已会项该等安排招致净额总额
(3) 施行第(1) 款中风险承担总额定义(b)段指明款额 ——
(a) 关交易款额
(b) 订立该项交易时该公司予董事控权公司董事受该等董事控制法团体该等董事关连实体项贷款类似贷款该公司债权身分董事控权公司董事受该等董事控制法团体该等董事关连实体订立项信贷交易未清偿金利息方面尚未清偿款额总额(关交易获第500501502503条述订明批准第499505506507508511512条出订立贷款类似贷款信贷交易外)
(c) (该公司予董事控权公司董事受该等董事控制法团体该等董事关连实体贷款类似贷款关连情况债权身分董事控权公司董事受该等董事控制法团体该等董事关连实体订立信贷交易关连情况予担保提供保证(关交易获第500501502503条述订明批准第499505506507508511512条予提供担保保证外))该公司时项该等担保保证法律责款额总额
(d) (该公司订立第(5)款指明安排(获第504条述订明批准第499 条订立安排外))该公司时已会项该等安排招致净额总额
(4) 施行第(2)(d)款指明安排 ——
(a) 符合说明安排 ——
(i) 根该项安排 ——
(A) 关公司董事该公司控权公司董事
(B) 受该等董事控制法团体
出问题贷款
(ii) 根该项安排该已会该项安排该公司该公司联系公司取利益
(b) 予 ——
(i) 该公司董事该公司控权公司董事
(ii) 受该等董事控制法团体
问题贷款权利义务法律责转予该公司安排令该公司承担该权利义务法律责安排
(5) 施行第(3)(d)款指明安排 ——
(a) 符合说明安排 ——
(i) 根该项安排士出问题贷款类似贷款债权身分士订立问题信贷交易 ——
(A) 关公司董事该公司控权公司董事
(B) 受该等董事控制法团体
(C) 该等董事关连实体
(ii) 根该项安排该已会该项安排该公司该公司联系公司取利益
(b) 贷款类似贷款信贷交易权利义务法律责转予该公司安排令该公司承担该权利义务法律责安排 ——
(i) ——
(A) 该公司董事该公司控权公司董事
(B) 受该等董事控制法团体
(C) 该等董事关连实体
出问题贷款类似贷款
(ii) 债权身分 ——
(A) 该公司董事该公司控权公司董事
(B) 该等董事关连实体
订立问题信贷交易
(6) 条中 ——
(a) 提述某根项安排关公司董事受该等董事控制法团体该等董事关连实体出问题贷款类似贷款提述假该公司该项安排日期出话便会已第500(1)501(1)502(1)条禁止贷款类似贷款(视属情况定)没第509510条情况便会已禁止贷款类似贷款(视属情况定)
(b) 提述某根项安排债权身分关公司董事该董事关连实体订立问题信贷交易提述假该公司该项安排日期订立话便会已第503(1)条禁止信贷交易没第509510条情况便会已禁止信贷交易
(c) 提述某根项安排关公司控权公司董事受该等董事控制法团体该等董事关连实体出问题贷款类似贷款提述假该公司该项安排日期出话便会已第500(2)501(2)502(2)条禁止贷款类似贷款(视属情况定)没第509510条情况便会已禁止贷款类似贷款(视属情况定)
(d) 提述某根项安排债权身分关公司控权公司董事该等董事关连实体订立问题信贷交易提述假该公司该项安排日期订立话便会已第503(2)条禁止信贷交易没第509510条情况便会已禁止信贷交易
498 Total exposure amount
(1) In sections 509 and 510—
total exposure amount (风险承担总额) means—
(a) in relation to a company that is not a specified company the aggregate of the amounts specified in subsection (2) or
(b) in relation to a specified company the aggregate of the amounts specified in subsection (3)
(2) The amounts specified for the purposes of paragraph (a) of the definition of total exposure amount in subsection (1) are—
(a) the amount of the transaction in question
(b) the aggregate of the amounts outstanding at the time that transaction is entered into in respect of the principal and interest or otherwise on every loan made by the company to a director of the company or of a holding company of the company or to a body corporate controlled by such a director (excluding the transaction in question and any loan made with the prescribed approval mentioned in section 500 or by virtue of section 499 505 506 507 508 511 or 512)
(c) the aggregate of the amounts representing the maximum liability of the company at that time under every guarantee given by the company and in respect of every security provided by the company in connection with any loan made by any person to a director of the company or of a holding company of the company or to a body corporate controlled by such a director (excluding the transaction in question and any guarantee or security given or provided with the prescribed approval mentioned in section 500 or by virtue of section 499 505 506 507 508 511 or 512) and
(d) the aggregate of the net amounts incurred or to be incurred by the company at that time under every arrangement specified in subsection (4) that is entered into by the company (excluding any arrangement entered into with the prescribed approval mentioned in section 504 or by virtue of section 499)
(3) The amounts specified for the purposes of paragraph (b) of the definition of total exposure amount in subsection (1) are—
(a) the amount of the transaction in question
(b) the aggregate of the amounts outstanding at the time that transaction is entered into in respect of the principal and interest or otherwise on every loan and quasiloan made by the company to and every credit transaction entered into by the company as creditor for a director of the company or of a holding company of the company or a body corporate controlled by such a director or an entity connected with such a director (excluding the transaction in question and any loan quasiloan or credit transaction made or entered into with the prescribed approval mentioned in section 500 501 502 or 503 or by virtue of section 499 505 506 507 508 511 or 512)
(c) the aggregate of the amounts representing the maximum liability of the company at that time under every guarantee given by the company and in respect of every security provided by the company in connection with any loan or quasiloan made by any person to or any credit transaction entered into by any person as creditor for a director of the company or of a holding company of the company or a body corporate controlled by such a director or an entity connected with such a director (excluding the transaction in question and any guarantee or security given or provided with the prescribed approval mentioned in section 500 501 502 or 503 or by virtue of section 499 505 506 507 508 511 or 512) and
(d) the aggregate of the net amounts incurred or to be incurred by the company at that time under every arrangement specified in subsection (5) that is entered into by the company (excluding any arrangement entered into with the prescribed approval mentioned in section 504 or by virtue of section 499)
(4) An arrangement specified for the purposes of subsection (2)(d) is—
(a) an arrangement under which—
(i) another person makes a questionable loan to—
(A) a director of the company or of a holding company of the company or
(B) a body corporate controlled by such a director and
(ii) that other person pursuant to the arrangement has obtained or is to obtain any benefit from the company or an associated company of the company or
(b) an arrangement for an assignment to the company or assumption by the company of any rights obligations or liabilities under a questionable loan made by another person to—
(i) a director of the company or of a holding company of the company or
(ii) a body corporate controlled by such a director
(5) An arrangement specified for the purposes of subsection (3)(d) is—
(a) an arrangement under which—
(i) another person makes a questionable loan or quasiloan to or enters into a questionable credit transaction as creditor for—
(A) a director of the company or of a holding company of the company
(B) a body corporate controlled by such a director or
(C) an entity connected with such a director and
(ii) that other person pursuant to the arrangement has obtained or is to obtain any benefit from the company or an associated company of the company or
(b) an arrangement for an assignment to the company or assumption by the company of any rights obligations or liabilities under—
(i) a questionable loan or quasiloan made by another person to—
(A) a director of the company or of a holding company of the company
(B) a body corporate controlled by such a director or
(C) an entity connected with such a director or
(ii) a questionable credit transaction entered into by another person as creditor for—
(A) a director of the company or of a holding company of the company or
(B) an entity connected with such a director
(6) In this section—
(a) a reference to a questionable loan or quasiloan made by a person to a director of the company a body corporate controlled by such a director or an entity connected with such a director under an arrangement is a reference to a loan or quasiloan (as the case may be) that if it had been made by the company on the date of the arrangement would have been prohibited by section 500(1) 501(1) or 502(1) or would have been so prohibited in the absence of sections 509 and 510
(b) a reference to a questionable credit transaction entered into by a person as creditor for a director of the company or an entity connected with such a director under an arrangement is a reference to a credit transaction that if it had been entered into by the company on the date of the arrangement would have been prohibited by section 503(1) or would have been so prohibited in the absence of sections 509 and 510
(c) a reference to a questionable loan or quasiloan made by a person to a director of a holding company of the company a body corporate controlled by such a director or an entity connected with such a director under an arrangement is a reference to a loan or quasiloan (as the case may be) that if it had been made by the company on the date of the arrangement would have been prohibited by section 500(2) 501(2) or 502(2) or would have been so prohibited in the absence of sections 509 and 510 and
(d) a reference to a questionable credit transaction entered into by a person as creditor for a director of a holding company of the company or an entity connected with such a director under an arrangement is a reference to a credit transaction that if it had been entered into by the company on the date of the arrangement would have been prohibited by section 503(2) or would have been so prohibited in the absence of sections 509 and 510
499 保留成员致意效力
(1) 根分部某条文某公司未获成员订明批准便订立某项交易安排该条文禁止该项交易安排获该等成员订立前予致意订立
(2) 根分部某条文某公司获成员订明批准订立某项交易安排该条文阻止该项交易安排获该等成员订立前予致意订立
(3) 施行第(1)(2)款关致意分部生效日期#前日予相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
499 Preservation of effect of members’ unanimous consent
(1) If under a provision of this Division a transaction or arrangement must not be entered into without the prescribed approval of a company’s members the provision does not prohibit the transaction or arrangement from being entered into with the unanimous consent of those members given before it is entered into
(2) If under a provision of this Division a transaction or arrangement may be entered into with only the prescribed approval of a company’s members the provision does not preclude the transaction or arrangement from being entered into with the unanimous consent of those members given before it is entered into
(3) For the purposes of subsection (1) or (2) it is irrelevant whether the unanimous consent is given before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
第2次分部 —— 禁止
Subdivision 2—Prohibitions
500 公司董事受董事控制法团体出贷款等
(1) 公司未获成员订明批准 ——
(a) ——
(i) 该公司董事
(ii) 受该等董事控制法团体
出贷款
(b) 予士贷款关连情况予担保提供保证 ——
(i) 该公司董事
(ii) 受该等董事控制法团体
(2) 公司未获成员订明批准该公司控权公司成员订明批准 ——
(a) ——
(i) 该公司控权公司董事
(ii) 受该等董事控制法团体
出贷款
(b) 予士贷款关连情况予担保提供保证 ——
(i) 该公司控权公司董事
(ii) 受该等董事控制法团体
(3) 第(2)款规定 ——
(a) 某公司控权公司香港外方成立法团该公司获成员订明批准订立关交易
(b) 某公司属该控权公司全资附属公司该控权公司香港成立法团该公司获该控权公司成员订明批准订立关交易
500 Company must not make loan etc to director or body corporate controlled by director
(1) Without the prescribed approval of its members a company must not—
(a) make a loan to—
(i) a director of the company or
(ii) a body corporate controlled by such a director or
(b) give a guarantee or provide security in connection with a loan made by any person to—
(i) a director of the company or
(ii) a body corporate controlled by such a director
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a company must not—
(a) make a loan to—
(i) a director of a holding company of the company or
(ii) a body corporate controlled by such a director or
(b) give a guarantee or provide security in connection with a loan made by any person to—
(i) a director of a holding company of the company or
(ii) a body corporate controlled by such a director
(3) Despite subsection (2)—
(a) a company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
501 指明公司董事出类似贷款等
(1) 指明公司未获成员订明批准 ——
(a) 该公司董事出类似贷款
(b) 予该等董事类似贷款关连情况予担保提供保证
(2) 指明公司未获成员订明批准该公司控权公司成员订明批准 ——
(a) 该控权公司董事出类似贷款
(b) 予该等董事类似贷款关连情况予担保提供保证
(3) 第(2)款规定 ——
(a) 某指明公司控权公司香港外方成立法团该指明公司获成员订明批准订立关交易
(b) 某指明公司属该控权公司全资附属公司该控权公司香港成立法团该指明公司获该控权公司成员订明批准订立关交易
501 Specified company must not make quasiloan etc to director
(1) Without the prescribed approval of its members a specified company must not—
(a) make a quasiloan to a director of the company or
(b) give a guarantee or provide security in connection with a quasiloan made by any person to such a director
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a specified company must not—
(a) make a quasiloan to a director of a holding company of the company or
(b) give a guarantee or provide security in connection with a quasiloan made by any person to such a director
(3) Despite subsection (2)—
(a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a specified company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
502 指明公司关连实体出贷款类似贷款等
(1) 指明公司未获成员订明批准 ——
(a) 该公司董事关连实体出贷款类似贷款
(b) 予该等董事关连实体贷款类似贷款关连情况予担保提供保证
(2) 指明公司未获成员订明批准该公司控权公司成员订明批准 ——
(a) 该控权公司董事关连实体出贷款类似贷款
(b) 予该等董事关连实体贷款类似贷款关连情况予担保提供保证
(3) 第(2)款规定 ——
(a) 某指明公司控权公司香港外方成立法团该指明公司获成员订明批准订立关交易
(b) 某指明公司该控权公司全资附属公司该控权公司香港成立法团该指明公司获该控权公司成员订明批准订立关交易
502 Specified company must not make loan or quasiloan etc to connected entity
(1) Without the prescribed approval of its members a specified company must not—
(a) make a loan or quasiloan to an entity connected with a director of the company or
(b) give a guarantee or provide security in connection with a loan or quasiloan made by any person to an entity connected with such a director
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a specified company must not—
(a) make a loan or quasiloan to an entity connected with a director of a holding company of the company or
(b) give a guarantee or provide security in connection with a loan or quasiloan made by any person to an entity connected with such a director
(3) Despite subsection (2)—
(a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a specified company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
503 指明公司债权身分董事关连实体订立信贷交易等
(1) 指明公司未获成员订明批准 ——
(a) 债权身分订立信贷交易 ——
(i) 该公司董事
(ii) 该等董事关连实体
(b) 债权身分该等董事该等董事关连实体订立信贷交易关连情况予担保提供保证
(2) 指明公司未获成员订明批准该公司控权公司成员订明批准 ——
(a) 债权身分 ——
(i) 该控权公司董事订立信贷交易
(ii) 该等董事关连实体订立信贷交易
(b) 债权身分该等董事该等董事关连实体订立信贷交易关连情况予担保提供保证
(3) 第(2)款规定 ——
(a) 某指明公司控权公司香港外方成立法团该指明公司获成员订明批准订立关交易
(b) 某指明公司属该控权公司全资附属公司该控权公司香港成立法团该指明公司获该控权公司成员订明批准订立关交易
503 Specified company must not enter into credit transaction etc as creditor for director or connected entity
(1) Without the prescribed approval of its members a specified company must not—
(a) enter into a credit transaction as creditor for—
(i) a director of the company or
(ii) an entity connected with such a director or
(b) give a guarantee or provide security in connection with a credit transaction entered into by any person as creditor for such a director or an entity connected with such a director
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a specified company must not—
(a) enter into a credit transaction as creditor for—
(i) a director of a holding company of the company or
(ii) an entity connected with such a director or
(b) give a guarantee or provide security in connection with a credit transaction entered into by any person as creditor for such a director or an entity connected with such a director
(3) Despite subsection (2)—
(a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a specified company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
504 公司参意规避第500503条安排
(1) 公司未获成员订明批准 ——
(a) 参符合说明安排 ——
(i) 根该项安排该公司董事受该等董事控制法团体该等董事关连实体订立问题交易
(ii) 根该项安排该已会该项安排该公司该公司联系公司取利益
(b) 安排 ——
(i) 该公司董事
(ii) 受该等董事控制法团体
(iii) 该等董事关连实体
订立问题交易权利义务法律责转予该公司令该公司承担该权利义务法律责
(2) 公司未获成员订明批准该公司控权公司成员订明批准 ——
(a) 参符合说明安排 ——
(i) 根该项安排该控权公司董事受该等董事控制法团体该等董事关连实体订立问题交易
(ii) 根该项安排该已会该项安排该公司该公司联系公司取利益
(b) 安排 ——
(i) 该公司控权公司董事
(ii) 受该等董事控制法团体
(iii) 该等董事关连实体
订立问题交易权利义务法律责转予该公司令该公司承担该权利义务法律责
(3) 第(2)款规定 ——
(a) 某公司控权公司香港外方成立法团该公司获成员订明批准订立关安排
(b) 某公司属该控权公司全资附属公司该控权公司香港成立法团该公司获该控权公司成员订明批准订立关安排
(4) 条中 ——
(a) 提述某根项安排关公司董事受该等董事控制法团体该等董事关连实体订立问题交易提述假该公司该项安排日期订立话便会已第500(1)501(1)502(1)503(1)条禁止交易没第3次分部情况便会已禁止交易
(b) 提述某根项安排关公司控权公司董事受该等董事控制法团体该等董事关连实体订立问题交易提述假该公司该项安排日期订立话便会已第500(2)501(2)502(2)503(2)条禁止交易没第3次分部情况便会已禁止交易
504 Company must not take part in arrangement purporting to circumvent sections 500 to 503
(1) Without the prescribed approval of its members a company must not—
(a) take part in an arrangement under which—
(i) another person enters into a questionable transaction with a director of the company a body corporate controlled by such a director or an entity connected with such a director and
(ii) that other person pursuant to the arrangement has obtained or is to obtain any benefit from the company or an associated company of the company or
(b) arrange for an assignment to the company or assumption by the company of any rights obligations or liabilities under a questionable transaction entered into by another person with—
(i) a director of the company
(ii) a body corporate controlled by such a director or
(iii) an entity connected with such a director
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a company must not—
(a) take part in an arrangement under which—
(i) another person enters into a questionable transaction with a director of a holding company of the company a body corporate controlled by such a director or an entity connected with such a director and
(ii) that other person pursuant to the arrangement has obtained or is to obtain any benefit from the company or an associated company of the company or
(b) arrange for an assignment to the company or assumption by the company of any rights obligations or liabilities under a questionable transaction entered into by another person with—
(i) a director of a holding company of the company
(ii) a body corporate controlled by such a director or
(iii) an entity connected with such a director
(3) Despite subsection (2)—
(a) a company may enter into the arrangement with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a company may enter into the arrangement with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
(4) In this section—
(a) a reference to a questionable transaction entered into by a person with a director of the company a body corporate controlled by such a director or an entity connected with such a director under an arrangement is a reference to a transaction that if it had been entered into by the company on the date of the arrangement would have been prohibited by section 500(1) 501(1) 502(1) or 503(1) or would have been so prohibited in the absence of Subdivision 3 and
(b) a reference to a questionable transaction entered into by a person with a director of a holding company of the company a body corporate controlled by such a director or an entity connected with such a director under an arrangement is a reference to a transaction that if it had been entered into by the company on the date of the arrangement would have been prohibited by section 500(2) 501(2) 502(2) or 503(2) or would have been so prohibited in the absence of Subdivision 3
第3次分部 —— 第2次分部例外情况
Subdivision 3—Exceptions to Subdivision 2
505 例外情况：价值超净资产已催缴股5贷款类似贷款信贷交易
(1) 关交易价值相关交易安排价值总额超款额5第500501502503条禁止公司出贷款类似贷款订立信贷交易贷款类似贷款信贷交易关连情况予担保提供保证 ——
(a) 参该公司关财务报表厘定该公司净资产价值
(b) (没拟备关财务报表)该公司已催缴股款额
(2) 条中提述某公司关财务报表 ——
(a) 提述根第9部拟备期根第430条送交该公司成员该公司周年财务报表周年综合财务报表
(b) (第430条生效日期#起送交周年财务报表周年综合财务报表)提述根前身条例第122条拟备期根该条例第129G条送交该公司成员公司账目
(3) 某项交易安排符合说明属第(1)款指相关交易安排 ——
(a) 关交易订立前订立关交易时订立
(b) ——
(i) (关交易关公司董事受该等董事控制法团体该等董事关连实体订立)该公司该公司附属公司获第(1)款准许该董事受控制法团体关连实体订立
(ii) (关交易关公司控权公司董事受该等董事控制法团体该等董事关连实体订立)该控权公司附属公司获第(1)款准许该董事受控制法团体关连实体订立
(4) 第(3)款规定某项交易安排符合说明属第(1)款指相关交易安排 ——
(a) 某法团体订立订立时该法团体 ——
(i) 订立关交易公司(该公司)附属公司
(ii) 该公司控权公司附属公司
(b) 关交易否属第(1)款指交易问题产生时该法团体已述附属公司
_____________________
编辑附注：
# 生效日期：2014年3月3日
505 Exception for loan quasiloan and credit transaction of value not exceeding 5 of net assets or calledup share capital
(1) A company is not prohibited by section 500 501 502 or 503 from making a loan or quasiloan entering into a credit transaction or giving a guarantee or providing security in connection with a loan quasiloan or credit transaction if the aggregate of the value of the transaction in question and the value of any other relevant transaction or arrangement does not exceed 5 of—
(a) the value of the company’s net assets as determined by reference to the relevant financial statements of the company or
(b) if no such relevant financial statements have been prepared the amount of the company’s calledup share capital
(2) In this section a reference to the relevant financial statements of a company is—
(a) a reference to the company’s annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430 or
(b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date# of section 430 a reference to the company’s accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance
(3) A transaction or arrangement is a relevant transaction or arrangement for the purposes of subsection (1)—
(a) if it is entered into before or at the same time as the transaction in question and
(b) if—
(i) where the transaction in question is entered into for a director of the company a body corporate controlled by such a director or an entity connected with such a director it is entered into for the director controlled body corporate or connected entity by the company or a subsidiary of the company as permitted by subsection (1) or
(ii) where the transaction in question is entered into for a director of a holding company of the company a body corporate controlled by such a director or an entity connected with such a director it is entered into for the director controlled body corporate or connected entity by the holding company or a subsidiary of the holding company as permitted by subsection (1)
(4) Despite subsection (3) a transaction or arrangement is not a relevant transaction or arrangement for the purposes of subsection (1) if—
(a) it was entered into by a body corporate that at the time it was entered into—
(i) was a subsidiary of the company entering into the transaction in question or
(ii) was a subsidiary of a holding company of that company and
(b) at the time the question arises as to whether the transaction in question falls within subsection (1) the body corporate is no longer such a subsidiary
_____________________
Editorial Note
# Commencement date 3 March 2014
506 例外情况：公司业务支出
(1) 第500501502503条禁止公司订立交易 ——
(a) 该公司董事该公司控权公司董事
(b) 受该等董事控制法团体
(c) 该等董事关连实体
提供资金支付第(2)款指明支出避免招致该等支出
(2) 述支出关董事受控制法团体关连实体(视属情况定) ——
(a) 关公司目招致支出会该目招致支出
(b) 该董事受控制法团体关连实体(视属情况定)作该公司高级员妥善履行职责目招致支出会该目招致支出
506 Exception for expenditure on company business
(1) A company is not prohibited by section 500 501 502 or 503 from entering into any transaction to provide—
(a) a director of the company or of a holding company of the company
(b) a body corporate controlled by such a director or
(c) an entity connected with such a director
with funds to meet expenditure specified in subsection (2) or to avoid incurring such expenditure
(2) The expenditure is one incurred or to be incurred by the director controlled body corporate or connected entity (as the case may be)—
(a) for the purposes of the company or
(b) for the purpose of enabling the director controlled body corporate or connected entity (as the case may be) to properly perform duties as an officer of the company
507 例外情况：法律程序中辩护等支出
(1) 第(2)款指明条件获符合第500501502503条禁止公司目订立交易 ——
(a) 该公司董事该公司控权公司董事提供资金支付该等董事情况招致会情况招致支出 ——
(i) 该等董事指称作出关该公司该公司联系公司疏忽失责失职违反信讬行关连情况进行刑事民事法律程序中进行抗辩
(ii) 根前身条例第358条条例第903904条提出宽免申请关连情况
(b) 该等董事避免招致该等支出
(2) 关条件关交易条款订立 ——
(a) 情况关资金须予偿关公司该项交易招致法律责须予履行 ——
(i) 关董事关法律程序中定罪
(ii) 关董事关法律程序中判败诉
(iii) 法院拒绝应申请关董事批予济助
(b) 须该项定罪判决拒绝成终局定罪判决拒绝日期前偿该资金履行该法律责
(3) 施行第(2)款 ——
(a) 定罪判决拒绝提出诉该项定罪判决拒绝提出诉限期结束时成终局定罪判决拒绝
(b) 定罪判决拒绝提出诉该项定罪判决拒绝诉进步诉获结时成终局定罪判决拒绝
(4) 施行第(3)(b)款情况诉属获结 ——
(a) 诉已获裁定提出进步诉限期已结束
(b) 诉已放弃情况终止效
507 Exception for expenditure on defending proceedings etc
(1) If the condition specified in subsection (2) is satisfied a company is not prohibited by section 500 501 502 or 503 from entering into any transaction—
(a) to provide a director of the company or of a holding company of the company with funds to meet expenditure incurred or to be incurred by the director—
(i) in defending any criminal or civil proceedings in connection with any alleged negligence default breach of duty or breach of trust by the director in relation to the company or an associated company of the company or
(ii) in connection with an application for relief under section 358 of the predecessor Ordinance or section 903 or 904 or
(b) to enable such a director to avoid incurring such expenditure
(2) The condition is that the transaction in question is entered into on the terms—
(a) that the funds are to be repaid or any liability of the company incurred in relation to that transaction is to be discharged if—
(i) the director is convicted in the proceedings
(ii) judgment is given against the director in the proceedings or
(iii) the court refuses to grant the director relief on the application and
(b) that the funds are to be so repaid or such liability is to be so discharged not later than the date when the conviction judgment or refusal of relief becomes final
(3) For the purposes of subsection (2) a conviction judgment or refusal of relief—
(a) if not appealed against becomes final at the end of the period for bringing an appeal or
(b) if appealed against becomes final when the appeal or any further appeal is disposed of
(4) For the purposes of subsection (3)(b) an appeal is disposed of if—
(a) it is determined and the period for bringing any further appeal has ended or
(b) it is abandoned or otherwise ceases to have effect
508 例外情况：调查规行动关连情况招致支出
(1) 第(2)款指明条件获符合第500501502503条禁止公司目订立交易 ——
(a) 该公司董事该公司控权公司董事提供资金支付该董事调查行动中作出抗辩招致会作出抗辩招致支出：规机构该董事指称作出关该公司该公司联系公司行关连情况进行调查已采取拟采取行动中
(b) 该等董事避免招致该等支出
(2) 关条件关交易条款订立 ——
(a) 关董事关调查行动中裁定作出关行关资金须予偿关公司该项交易招致法律责须予履行
(b) 须关裁定成终局裁定日期前偿该资金履行该法律责
(3) 施行第(2)款 ——
(a) ——
(i) 予复核裁定提出复核申请该项裁定提出复核申请限期结束时成终局裁定
(ii) 予复核裁定提出复核申请该项裁定复核进步复核获结时成终局裁定
(b) ——
(i) 予诉裁定提出诉该项裁定提出诉限期结束时成终局裁定
(ii) 予诉裁定提出诉该项裁定诉进步诉获结时成终局裁定
(c) 复核诉裁定作出时成终局裁定
(4) 施行第(3)(a)(ii)(b)(ii)款情况复核诉属获结 ——
(a) 复核诉已获裁定提出进步复核诉限期已结束
(b) 复核诉已放弃情况终止效
(5) 条中 ——
行 (misconduct)指疏忽失责失职违反信讬行
508 Exception for expenditure in connection with investigation or regulatory action
(1) If the condition specified in subsection (2) is satisfied a company is not prohibited by section 500 501 502 or 503 from entering into any transaction—
(a) to provide a director of the company or of a holding company of the company with funds to meet expenditure incurred or to be incurred by the director in putting up a defence in an investigation or against any action taken or proposed to be taken by a regulatory authority in connection with any alleged misconduct by the director in relation to the company or an associated company of the company or
(b) to enable such a director to avoid incurring such expenditure
(2) The condition is that the transaction in question is entered into on the terms—
(a) that the funds are to be repaid or any liability of the company incurred in relation to that transaction is to be discharged if the director is found in the investigation or action to have committed the misconduct and
(b) that the funds are to be so repaid or such liability is to be so discharged not later than the date when the finding becomes final
(3) For the purposes of subsection (2)—
(a) a finding subject to review—
(i) if no application for review has been made becomes final at the end of the period for making an application for review or
(ii) if an application for review has been made becomes final when the review or any further review is disposed of
(b) a finding subject to appeal—
(i) if not appealed against becomes final at the end of the period for bringing an appeal or
(ii) if appealed against becomes final when the appeal or any further appeal is disposed of and
(c) a finding not subject to review or appeal becomes final when it is made
(4) For the purposes of subsection (3)(a)(ii) or (b)(ii) a review or appeal is disposed of if—
(a) it is determined and the period for bringing any further review or appeal has ended or
(b) it is abandoned or otherwise ceases to have effect
(5) In this section—
misconduct (行) means negligence default breach of duty or breach of trust
509 例外情况：居贷款
(1) 第(2)款指明条件获符合第500501502503条禁止公司订立交易 ——
(a) 藉利便购买住处作唯住 ——
(i) 该公司董事
(ii) 该公司雇员该雇员该公司控权公司董事
(iii) 该公司雇员该雇员该公司控权公司董事关连实体
(b) 藉改善作途住处
(c) 代(a)(b)段指明途订立交易
(2) 关条件 ——
(a) 关交易订立时关风险承担总额超款额10 ——
(i) 参关公司关财务报表厘定该公司净资产价值
(ii) (没拟备关财务报表)该公司已催缴股款额
(b) 该公司通常订立作第(3)款指明途交易条款逊订立关交易条款
(c) 该住处估值报告名具专业资格受专业团体纪律约束估值测量师订立关交易日期前3月作出签署
(d) 关交易包括关住处土法律揭作保证
(3) 施行第(2)(b)款指明途 ——
(a) 利便购买住处作该公司雇员唯住
(b) 改善作途住处
(c) 代(a)(b)段指明途订立交易
(4) 条中 ——
住处 (residential premises)指住处连该处占享土
(5) 条中提述某公司关财务报表 ——
(a) 提述根第9部拟备期根第430条送交该公司成员该公司周年财务报表周年综合财务报表
(b) (第430条生效日期#起送交周年财务报表周年综合财务报表)提述根前身条例第122条拟备期根该条例第129G条送交该公司成员公司账目
_____________________
编辑附注：
# 生效日期：2014年3月3日
509 Exception for home loan
(1) If the conditions specified in subsection (2) are satisfied a company is not prohibited by section 500 501 502 or 503 from entering into any transaction—
(a) for the purpose of facilitating the purchase of any residential premises for use as the only or main residence of—
(i) a director of the company
(ii) an employee of the company who is a director of a holding company of the company or
(iii) an employee of the company who is an entity connected with a director of the company or of a holding company of the company
(b) for the purpose of improving any residential premises so used or
(c) in substitution for any transaction entered into by any other person for a purpose specified in paragraph (a) or (b)
(2) The conditions are—
(a) that at the time the transaction in question is entered into the total exposure amount does not exceed 10 of—
(i) the value of the company’s net assets as determined by reference to the relevant financial statements of the company or
(ii) if no such relevant financial statements have been prepared the amount of the company’s calledup share capital
(b) that the company ordinarily enters into transactions for a purpose specified in subsection (3) on terms no less favourable than those on which the transaction in question is entered into
(c) that a valuation report on the residential premises is made and signed by a professionally qualified valuation surveyor who is subject to the discipline of a professional body within 3 months before the date on which the transaction in question is entered into and
(d) that the transaction in question is secured by a legal mortgage on the land comprising the residential premises
(3) The purpose specified for the purposes of subsection (2)(b) is—
(a) to facilitate the purchase of any residential premises for use as the only or main residence of an employee of the company
(b) to improve any residential premises so used or
(c) to substitute for any transaction entered into by any other person for a purpose specified in paragraph (a) or (b)
(4) In this section—
residential premises (住处) means any residential premises together with any land to be occupied or enjoyed with the premises
(5) In this section a reference to the relevant financial statements of a company is—
(a) a reference to the company’s annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430 or
(b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date# of section 430 a reference to the company’s accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance
_____________________
Editorial Note
# Commencement date 3 March 2014
510 例外情况：货物土出租等
(1) 第(2)款指明条件获符合第500501502503条禁止公司货物出租租赁予土出租予 ——
(a) 该公司董事该公司控权公司董事
(b) 受该等董事控制法团体
(c) 该等董事关连实体
(2) 关条件 ——
(a) 关交易订立时关风险承担总额超款额10 ——
(i) 参关公司关财务报表厘定该公司净资产价值
(ii) (没拟备关财务报表)该公司已催缴股款额
(b) 假公开市场该货物出租租赁予该土出租予该公司没关连时合理预期该公司会提出条款关交易条款相者非较优惠
(3) 条中提述某公司关财务报表 ——
(a) 提述根第9部拟备期根第430条送交该公司成员该公司周年财务报表周年综合财务报表
(b) (第430条生效日期#起送交周年财务报表周年综合财务报表)提述根前身条例第122条拟备期根该条例第129G条送交该公司成员公司账目
_____________________
编辑附注：
# 生效日期：2014年3月3日
510 Exception for leasing goods and land etc
(1) If the conditions specified in subsection (2) are satisfied a company is not prohibited by section 500 501 502 or 503 from leasing or hiring goods or leasing land to—
(a) a director of the company or of a holding company of the company
(b) a body corporate controlled by such a director or
(c) an entity connected with such a director
(2) The conditions are—
(a) that at the time the transaction in question is entered into the total exposure amount does not exceed 10 of—
(i) the value of the company’s net assets as determined by reference to the relevant financial statements of the company or
(ii) if no such relevant financial statements have been prepared the amount of the company’s calledup share capital and
(b) that the terms of the transaction in question are not more favourable than what is reasonable to expect the company to have offered if the goods had been leased or hired or the land had been leased on the open market to a person unconnected with the company
(3) In this section a reference to the relevant financial statements of a company is—
(a) a reference to the company’s annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430 or
(b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date# of section 430 a reference to the company’s accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance
_____________________
Editorial Note
# Commencement date 3 March 2014
511 例外情况：通常业务运作中订立交易
(1) 情况第500501502条禁止公司出贷款类似贷款贷款类似贷款关连情况予担保提供保证 ——
(a) 该公司通常业务包括出贷款类似贷款贷款类似贷款关连情况予担保提供保证(视属情况定)
(b) 该项贷款类似贷款担保保证该公司通常业务运作中出予提供
(c) 该项贷款类似贷款担保保证款额合理预期该公司会名财务状况相该公司没关连提供款额合理预期该公司会该提出条款该项贷款类似贷款担保保证条款相者非较优惠
(2) 情况第503条禁止公司订立信贷交易信贷交易关连情况予担保提供保证 ——
(a) 该公司通常业务包括订立信贷交易信贷交易关连情况予担保提供保证(视属情况定)
(b) 该项信贷交易担保保证该公司通常业务运作中订立予提供
(c) 该项信贷交易担保保证款额合理预期该公司会名财务状况相该公司没关连提供款额合理预期该公司会该提出条款该项信贷交易担保保证条款相者非较优惠
511 Exception for transaction entered into in ordinary course of business
(1) A company is not prohibited by section 500 501 or 502 from making a loan or quasiloan or giving a guarantee or providing security in connection with a loan or quasiloan if—
(a) the company’s ordinary business includes the making of loans or quasiloans or the giving of guarantees or provision of securities in connection with loans or quasiloans (as the case may be)
(b) the loan quasiloan guarantee or security is made given or provided by the company in the ordinary course of its business and
(c) the amount of the loan or quasiloan guarantee or security is not greater and the terms of it are not more favourable than what is reasonable to expect the company to have offered to a person of the same financial standing but unconnected with the company
(2) A company is not prohibited by section 503 from entering into a credit transaction or giving a guarantee or providing security in connection with a credit transaction if—
(a) the company’s ordinary business includes the entering into of credit transactions or the giving of guarantees or provision of securities in connection with credit transactions (as the case may be)
(b) the credit transaction guarantee or security is entered into given or provided by the company in the ordinary course of its business and
(c) the amount of the credit transaction guarantee or security is not greater and the terms of it are not more favourable than what is reasonable to expect the company to have offered to a person of the same financial standing but unconnected with the company
512 例外情况：集团部交易
公司属某公司集团成员第500501502503条禁止该公司 ——
(a) 属该集团成员法团体出贷款类似贷款债权身分该法团体订立信贷交易
(b) 贷款类似贷款信贷交易关连情况予担保提供保证 ——
(i) 予该法团体贷款类似贷款
(ii) 债权身分该法团体订立信贷交易
512 Exception for intragroup transaction
If a company is a member of a group of companies the company is not prohibited by section 500 501 502 or 503 from—
(a) making a loan or quasiloan to or entering into a credit transaction as creditor for a body corporate that is a member of the group or
(b) giving a guarantee or providing security in connection with—
(i) a loan or quasiloan made by any person to such a body corporate or
(ii) a credit transaction entered into by any person as creditor for such a body corporate
第4次分部 —— 违反果
Subdivision 4—Consequences of Contravention
513 违反民事果
(1) 某公司违反第500501502503条情况订立交易违反第504条情况订立安排非情况否关交易安排该公司提出求致效 ——
(a) 复属该项交易安排标物款项资产已
(b) 该公司已该项交易安排导致损失损害获弥偿
(c) 某(非订立该项交易安排董事受控制法团体关连实体者)实际知悉关违反情况真诚付出价值取权利会该项交易安排致效受影响
(2) 关交易安排否已致效名第(3)款指明均负法律责 ——
(a) 该藉该项交易安排直接间接获收益关公司作出交代
(b) 须根条负法律责该项交易安排导致损失损害该公司作出弥偿
(3) 关 ——
(a) 关公司订立关交易安排该公司董事该公司控权公司董事
(b) 该公司订立该项交易安排受该等董事控制法团体该等董事关连实体
(c) 控制该等法团体该公司董事该等实体关连该公司董事
(d) 控制该等法团体该公司控权公司董事该等实体关连该公司控权公司董事
(e) 该公司授权该项交易安排董事
(4) 第(2)款规定 ——
(a) 第(3)(b)款指明受控制法团体关连实体确立订立关交易安排时该法团体实体知悉构成关违反情况该法团体实体须负法律责
(b) 第(3)(c)(d)款指明董事确立该董事已采取切合理步骤确关公司遵守第500502503504条(视属情况定)该董事须负法律责
(c) 第(3)(e)款指明董事确立订立关交易安排时该董事知悉构成关违反情况该董事须负法律责
(5) 关交易安排条例法律规质疑关公司负法律责条例法律规产生条排该等条例法律规实施
513 Civil consequences of contravention
(1) If a company enters into a transaction in contravention of section 500 501 502 or 503 or enters into an arrangement in contravention of section 504 the transaction or arrangement is voidable at the company’s instance unless—
(a) restitution of any money or other asset that was the subject matter of the transaction or arrangement is no longer possible
(b) the company has been indemnified for any loss or damage resulting from the transaction or arrangement or
(c) a person other than the director controlled body corporate or connected entity for whom the transaction or arrangement was entered into acquired rights in good faith for value and without actual notice of the contravention and those rights would be affected by the avoidance
(2) Whether or not the transaction or arrangement has been avoided each of the persons specified in subsection (3) is liable—
(a) to account to the company for any gain that the person has made directly or indirectly by the transaction or arrangement and
(b) jointly and severally with any other person so liable under this section to indemnify the company for any loss or damage resulting from the transaction or arrangement
(3) The persons are—
(a) a director of the company or of a holding company of the company for whom the company entered into the transaction or arrangement
(b) a body corporate controlled by such a director or an entity connected with such a director for whom the company entered into the transaction or arrangement
(c) the director of the company who controls such a body corporate or with whom such an entity is connected
(d) the director of a holding company of the company who controls such a body corporate or with whom such an entity is connected and
(e) any other director of the company who authorized the transaction or arrangement
(4) Despite subsection (2)—
(a) the controlled body corporate or connected entity specified in subsection (3)(b) is not liable if the controlled body corporate or connected entity establishes that at the time the transaction or arrangement was entered into it was not aware of the circumstances constituting the contravention
(b) the director specified in subsection (3)(c) or (d) is not liable if the director establishes that the director took all reasonable steps to secure the company’s compliance with section 500 502 503 or 504 (as the case may be) and
(c) a director specified in subsection (3)(e) is not liable if the director establishes that at the time the transaction or arrangement was entered into the director was not aware of the circumstances constituting the contravention
(5) This section does not exclude the operation of any other Ordinance or rule of law by virtue of which the transaction or arrangement may be called into question or any liability to the company may arise
514 确认构成违反交易安排
(1) 第513条规定某项交易安排订立段合理期间获确认该项交易安排根该条致效
(2) 某项交易安排未获关公司成员订明批准订立违反第2次分部该项交易安排确认须藉该公司成员决议取
(3) 某项交易安排未获关控权公司成员订明批准订立违反第2次分部该项交易安排确认须藉该控权公司成员决议取
(4) 某项交易安排未获关公司成员订明批准关控权公司成员订明批准订立违反第2次分部该项交易安排确认须藉方式取 ——
(a) 该公司成员决议
(b) 该控权公司成员决议
(5) 某公司控权公司确认某项交易安排决定藉该公司该控权公司成员致意作出第(2)(3)(4)款影响该决定效性
514 Affirmation of contravening transaction or arrangement
(1) Despite section 513 a transaction or arrangement may no longer be avoided under that section if within a reasonable period after it is entered into the transaction or arrangement is affirmed
(2) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the company’s members the affirmation of the transaction or arrangement must be obtained by a resolution of the company’s members
(3) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the holding company’s members the affirmation of the transaction or arrangement must be obtained by a resolution of the holding company’s members
(4) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the company’s members and the prescribed approval of the holding company’s members the affirmation of the transaction or arrangement must be obtained—
(a) by a resolution of the company’s members and
(b) by a resolution of the holding company’s members
(5) Subsections (2) (3) and (4) do not affect the validity of a company’s or holding company’s decision to affirm a transaction or arrangement if it is taken by unanimous consent of the company’s or holding company’s members
515 第514条补充条文
(1) 根第514条通公司成员决议言规定须获符合 ——
(a) (属书面决议)份列出第(3)款指明事项备忘录建议决议送交名成员时前已送交该成员
(b) (属成员会通决议) ——
(i) 份列出第(3)款指明事项备忘录连召开该会通知书已送交名成员
(ii) (关公司属指明公司) 理会第(4)款指明成员该项决议投赞成票情况该项决议获通
(2) 公司章程细条文规定外断定否符合第(1)(a)(b)(i)款指明规定言意外遗漏成员送交备忘录情况须予理会
(3) 施行第(1)(a)(b)(i)款指明事项 ——
(a) (属须违反第500501502条通决议) ——
(i) 该项决议确认交易性质
(ii) 关贷款类似贷款款额
(iii) 该项贷款类似贷款需作途
(iv) 关公司该项贷款类似贷款关连交易法律责范围
(b) (属须违反第503条通决议) ——
(i) 该项决议确认交易性质
(ii) 关信贷交易款额价值
(iii) 根该项信贷交易提供出售出租租赁方式处置货物土服务需作途
(iv) 关公司该项信贷交易关连交易法律责范围
(c) (属须违反第504条通决议) ——
(i) 假关公司寻求确认关关安排交易便会须披露事项
(ii) 该项决议确认安排性质
(iii) 关公司该项安排法律责范围
(4) 施行第(1)(b)(ii)款指明成员 ——
(a) (属须违反第500501条通决议)符合说明成员 ——
(i) 属关贷款建议出象实际出象受控制法团体
(ii) 属 ——
(A) 控制该法团体董事
(B) 关贷款类似贷款建议出象实际出象董事
(iii) 属授权出该项贷款类似贷款该公司董事
(iv) 信讬形式第(ii)(iii)节指明董事该受控制法团体持该公司股份
(b) (属须违反第502条通决议)符合说明成员 ——
(i) 属获关贷款类似贷款建议出象实际出象关连实体
(ii) 属该实体关连董事
(iii) 属授权出该项贷款类似贷款该公司董事
(iv) 信讬形式第(ii)(iii)节指明董事该关连实体持该公司股份
(c) (属须违反第503条通决议)符合说明成员 ——
(i) 属关信贷交易已建议订立董事关连实体
(ii) 属该实体关连董事
(iii) 属授权订立该项信贷交易该公司董事
(iv) 信讬形式第(i)(ii)(iii)节指明董事该关连实体持该公司股份
(d) (属须违反第504条通决议)符合说明成员 ——
(i) 属关安排已建议订立受控制法团体关连实体
(ii) 属 ——
(A) 控制该法团体董事
(B) 该实体关连董事
(C) 关安排已建议订立董事
(iii) 属授权参该项安排该公司董事
(iv) 信讬形式第(ii)(iii)节指明董事该受控制法团体该关连实体持该公司股份
(5) 第(1)(b)(ii)款阻止第(4)款指明成员出席考虑关决定会议计入该会议法定数参该会议程序
(6) 条中提述某项安排关交易 ——
(a) (属第504(1)(a)(2)(a)条述安排)提述根该项安排董事受董事控制法团体董事关连实体订立交易
(b) (属第504(1)(b)(2)(b)条述关某项交易权利义务法律责安排)提述该项交易
515 Provisions supplementary to section 514
(1) The following requirements must be met in relation to a resolution of the members of any company under section 514—
(a) in the case of a written resolution a memorandum setting out the matters specified in subsection (3) is sent to every member at or before the time at which the proposed resolution is sent to the member or
(b) in the case of a resolution passed at a general meeting—
(i) a memorandum setting out the matters specified in subsection (3) is sent to every member together with the notice convening the meeting and
(ii) if the company is a specified company the resolution is passed after disregarding every vote in favour of the resolution by a member specified in subsection (4)
(2) Subject to any provision of the company’s articles any accidental omission to send the memorandum to a member is to be disregarded for the purpose of determining whether the requirement specified in subsection (1)(a) or (b)(i) has been met
(3) The matters specified for the purposes of subsection (1)(a) and (b)(i) are—
(a) in the case of a resolution for the purpose of a contravention of section 500 501 or 502—
(i) the nature of the transaction to be affirmed by the resolution
(ii) the amount of the loan or quasiloan
(iii) the purpose for which the loan or quasiloan is required and
(iv) the extent of the company’s liability under any transaction connected with the loan or quasiloan
(b) in the case of a resolution for the purpose of a contravention of section 503—
(i) the nature of the transaction to be affirmed by the resolution
(ii) the amount and value of the credit transaction
(iii) the purpose for which the goods land or services supplied sold leased hired or otherwise disposed of under the credit transaction are required and
(iv) the extent of the company’s liability under any transaction connected with the credit transaction or
(c) in the case of a resolution for the purpose of a contravention of section 504—
(i) the matters that would have to be disclosed if the company were seeking affirmation of the transaction to which the arrangement relates
(ii) the nature of the arrangement to be affirmed by the resolution and
(iii) the extent of the company’s liability under the arrangement
(4) The member specified for the purposes of subsection (1)(b)(ii) is—
(a) in the case of a resolution for the purpose of a contravention of section 500 or 501—
(i) one who is the controlled body corporate to whom the loan is proposed to be made or was made
(ii) one who is the director—
(A) who controls that body corporate or
(B) to whom the loan or quasiloan is proposed to be made or was made
(iii) one who is any other director of the company who authorized the loan or quasiloan or
(iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii) or that controlled body corporate
(b) in the case of a resolution for the purpose of a contravention of section 502—
(i) one who is the connected entity to whom the loan or quasiloan is proposed to be made or was made
(ii) one who is the director with whom that entity is connected
(iii) one who is any other director of the company who authorized the loan or quasiloan or
(iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii) or that connected entity
(c) in the case of a resolution for the purpose of a contravention of section 503—
(i) one who is the director or connected entity for whom the credit transaction is proposed to be entered into or was entered into
(ii) one who is the director with whom that entity is connected
(iii) one who is any other director of the company who authorized the credit transaction or
(iv) one who holds any shares in the company in trust for the director specified in subparagraph (i) (ii) or (iii) or that connected entity or
(d) in the case of a resolution for the purpose of a contravention of section 504—
(i) one who is the controlled body corporate or connected entity for whom the arrangement is proposed to be entered into or was entered into
(ii) one who is the director—
(A) who controls that body corporate
(B) with whom that entity is connected or
(C) for whom the arrangement is proposed to be entered into or was entered into
(iii) one who is any other director of the company who authorized the arrangement or
(iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii) or that controlled body corporate or connected entity
(5) Subsection (1)(b)(ii) does not prevent a member specified in subsection (4) from attending being counted towards the quorum for or taking part in the proceedings at any meeting at which the decision is considered
(6) In this section a reference to a transaction to which an arrangement relates is—
(a) in the case of an arrangement mentioned in section 504(1)(a) or (2)(a) a reference to the transaction entered into with a director a body corporate controlled by a director or an entity connected with a director under the arrangement or
(b) in the case of an arrangement mentioned in section 504(1)(b) or (2)(b) in relation to any rights obligations or liabilities under a transaction a reference to the transaction
第3分部 —— 失职位付款
Division 3—Payment for Loss of Office
第1次分部 —— 导言
Subdivision 1—Preliminary
516 释义
(1) 分部中 ——
收购约 (takeover offer)指第689条界定收购约
受影响成员 (affected member)指 ——
(a) 收购约目标股份持
(b) 收购约目标股份属相类股份持
董事 (director)包括幕董事
(2) 分部中 ——
(a) 提述付款赔偿代价包括非现金利益
(b) 提述失董事职位包括某失作幕董事位
(3) 第517条第23次分部中提述董事前董事作出付款包括 ——
(a) 该董事前董事关连实体作出付款
(b) 应指示利益某作出付款 ——
(i) 该董事前董事
(ii) 该董事前董事关连实体
(4) 第517条第23次分部中提述某作出付款包括应该指示代表该作出付款
(5) 分部言某法团体附属公司众董事半数董事惯该团体指示指令行事该团体会仅视附属公司幕董事
516 Interpretation
(1) In this Division—
affected member (受影响成员) means—
(a) a holder of the shares to which the takeover offer relates or
(b) a holder of shares of the same class as any of the shares to which the takeover offer relates
director (董事) includes a shadow director
takeover offer (收购约) means a takeover offer as defined by section 689
(2) In this Division—
(a) a reference to payment compensation or consideration includes benefits otherwise than in cash and
(b) a reference to loss of office as a director excludes loss of a person’s status as a shadow director
(3) In section 517 and Subdivisions 2 and 3 a reference to a payment to a director or former director includes—
(a) a payment to an entity connected with the director or former director and
(b) a payment to a person made at the direction of or for the benefit of—
(i) the director or former director or
(ii) an entity connected with the director or former director
(4) In section 517 and Subdivisions 2 and 3 a reference to a payment by a person includes a payment by another person made at the direction of or on behalf of the person
(5) For the purposes of this Division a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors or a majority of the directors of the subsidiary are accustomed to act in accordance with its directions or instructions
517 失职位作出付款
(1) 分部中提述失职位公司董事前董事作出付款提述 ——
(a) 作失该公司董事职位补偿该董事前董事作出付款
(b) 该董事前董事出该公司董事期间停该公司董事关连情况 ——
(i) 作失关理该公司事务职位受雇工作补偿该董事前董事作出付款
(ii) 作失关理该公司附属企业事务职位(董事职位)受雇工作补偿该董事前董事作出付款
(c) 作该董事前董事卸该公司董事职位代价卸该职位予代价关连情况该董事前董事作出付款
(d) 该董事前董事出该公司董事期间停该公司董事关连情况 ——
(i) 作卸关理该公司事务职位受雇工作代价作关该项卸代价该董事前董事作出付款
(ii) 作卸关理该公司附属企业事务职位(董事职位)受雇工作代价作关该项卸代价该董事前董事作出付款
(2) 第522523条述转关连情况 ——
(a) 关公司股份第(3)款指明该公司董事前董事支付价格超逾持类股份时取价格
(b) 关公司外第(3)款指明该公司董事前董事予值代价
第522523条言述超逾数(视属情况定)该项代价金钱价值须视失职位作出付款
(3) 关公司董事前董事 ——
(a) 属会已该项转关连情况担职位董事前董事者
(b) 属会已该项转关连情况担中项职位者 ——
(i) 关理该公司事务职位受雇工作
(ii) 关理该公司附属企业事务职位(董事职位)受雇工作
(4) 第(1)(a)(b)款适分部生效日期#日失职位
(5) 第(1)(c)(d)款适分部生效日期#日卸
(6) 施行第(4)(5)款失职位卸时间发生 ——
(a) (属董事席位)关董事时
(b) (属职位)关担该职位时
(c) (属受雇工作)关受雇工作终结时
(7) 条中 ——
附属企业 (subsidiary undertaking)涵义第9部中该词涵义相 (2018年第35号第57条增补)
_____________________
编辑附注：
# 生效日期：2014年3月3日
517 Payment for loss of office
(1) In this Division a reference to a payment for loss of office made to a director or former director of a company is a reference to a payment made to the director or former director—
(a) by way of compensation for loss of office as director of the company
(b) by way of compensation for loss while director of the company or in connection with ceasing to be director of it of—
(i) any other office or employment in connection with the management of the affairs of the company or
(ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company
(c) as consideration for or in connection with the retirement from the office as director of the company or
(d) as consideration for or in connection with the retirement while director of the company or in connection with ceasing to be director of it from—
(i) any other office or employment in connection with the management of the affairs of the company or
(ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company
(2) If in connection with a transfer mentioned in section 522 or 523—
(a) the price to be paid to a director or former director of the company specified in subsection (3) for any shares in the company exceeds the price that could at the time have been obtained by other holders of like shares or
(b) any valuable consideration is given to a director or former director of the company specified in subsection (3) by a person other than the company
the excess or (as the case may be) the money value of the consideration is to be regarded as a payment for loss of office for the purposes of sections 522 and 523
(3) The director or former director of the company is—
(a) one who is or was to cease to hold office in connection with the transfer or
(b) one who is or was to cease to be the holder of either of the following offices in connection with the transfer—
(i) any other office or employment in connection with the management of the affairs of the company
(ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company
(4) Subsection (1)(a) and (b) applies to a loss of office occurring on or after the commencement date# of this Division
(5) Subsection (1)(c) and (d) applies to a retirement occurring on or after the commencement date# of this Division
(6) For the purposes of subsections (4) and (5) a loss of office or retirement occurs—
(a) in the case of a directorship when the person ceases to be a director
(b) in the case of any other office when the person ceases to hold the office or
(c) in the case of an employment when the employment comes to an end
(7) In this section—
subsidiary undertaking (附属企业) has the same meaning as in Part 9 (Added 35 of 2018 s 57)
_____________________
Editorial Note
# Commencement date 3 March 2014
518 成员受影响成员订明批准
(1) 分部中提述某公司成员受影响成员订明批准提述藉该等成员受影响成员符合说明决议取批准 ——
(a) 失职位作出付款前通
(b) 第(2)款指明规定该项决议获符合
(2) 施行第(1)(b)款指明规定 ——
(a) (属书面决议) 份列出付款详情备忘录建议决议送交名成员受影响成员(视属情况定)时前已送交该成员受影响成员
(b) (属成员会通决议) ——
(i) 份列出付款详情备忘录连召开该会通知书已送交名成员受影响成员(视属情况定)
(ii) (关公司属公众公司)理会第(4)(5)款指明成员受影响成员( 视属情况定)该项决议投赞成票情况该项决议获通
(3) 公司章程细条文规定外断定否符合第(2)(a) (b)(i) 款指明规定言意外遗漏成员受影响成员( 视属情况定) 送交备忘录情况须予理会
(4) 属第521522条目通决议施行第(2)(b)(ii)款指明成员符合说明成员 ——
(a) 属建议失职位获付款董事前董事
(b) 属失职位作出付款建议收款非(a)段指明董事前董事
(c) 信讬形式该董事前董事收款持该公司股份
(5) 属第523条目通决议施行第(2)(b)(ii)款指明受影响成员符合说明成员 ——
(a) 属建议失职位获付款董事前董事
(b) 属失职位作出付款建议收款非(a)段指明董事前董事
(c) 作出关收购约
(d) 属作出关收购约联系者
(e) 信讬形式持该公司股份 ——
(i) 该董事前董事收款
(ii) 作出(c)段指明收购约
(iii) 关联系者
(6) 第(2)(b)(ii)款阻止第(4)(5)款指明成员受影响成员(视属情况定)出席考虑关决定会议计入该会议法定数参该会议程序
(7) 条中 ——
联系者 (associate)作出收购约言指第667条界定该联系者
(8) 施行第(1)(a)款关决议分部生效日期#前日通相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
518 Prescribed approval of members or affected members
(1) In this Division a reference to the prescribed approval of the members or affected members of a company is a reference to an approval obtained by a resolution of those members or affected members—
(a) that is passed before the payment for loss of office is made and
(b) in respect of which the requirements specified in subsection (2) are met
(2) The requirements specified for the purposes of subsection (1)(b) are—
(a) that in the case of a written resolution a memorandum setting out the particulars of the payment is sent to every member or affected member (as the case may be) at or before the time at which the proposed resolution is sent to the member or affected member or
(b) that in the case of a resolution passed at a general meeting—
(i) a memorandum setting out the particulars of the payment is sent to every member or affected member (as the case may be) together with the notice convening the meeting and
(ii) if the company is a public company the resolution is passed after disregarding every vote in favour of the resolution by a member or affected member (as the case may be) specified in subsection (4) or (5)
(3) Subject to any provision of the company’s articles any accidental omission to send the memorandum to a member or affected member (as the case may be) is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met
(4) In the case of a resolution for the purposes of section 521 or 522 the member specified for the purposes of subsection (2)(b)(ii) is—
(a) one who is the director or former director to whom the payment for loss of office is proposed to be made
(b) one who is the proposed recipient of the payment for loss of office and who is not the director or former director specified in paragraph (a) or
(c) one who holds any shares in the company in trust for that director former director or recipient
(5) In the case of a resolution for the purposes of section 523 the affected member specified for the purposes of subsection (2)(b)(ii) is—
(a) one who is the director or former director to whom the payment for loss of office is proposed to be made
(b) one who is the proposed recipient of the payment for loss of office and who is not the director or former director specified in paragraph (a)
(c) one who makes the takeover offer
(d) one who is an associate of the person making the takeover offer or
(e) one who holds any shares in the company in trust for—
(i) that director former director or recipient
(ii) the maker of the takeover offer specified in paragraph (c) or
(iii) the associate
(6) Subsection (2)(b)(ii) does not prevent a member or affected member (as the case may be) specified in subsection (4) or (5) from attending being counted towards the quorum for or taking part in the proceedings at any meeting at which the decision is considered
(7) In this section—
associate (联系者) in relation to a person making a takeover offer means an associate of the person as defined by section 667
(8) For the purposes of subsection (1)(a) it is irrelevant whether the resolution is passed before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
519 保留成员受影响成员致意效力
(1) 根分部某条文某公司未获成员受影响成员订明批准便订立某项交易该条文禁止该项交易获该等成员受影响成员订立前予致意订立
(2) 根分部某条文某公司获成员受影响成员订明批准订立某项交易该条文阻止该项交易获该等成员受影响成员订立前予致意订立
(3) 施行第(1)(2)款关致意分部生效日期#前日予相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
519 Preservation of effect of members’ or affected members’ unanimous consent
(1) If under a provision of this Division a transaction must not be entered into without the prescribed approval of a company’s members or affected members the provision does not prohibit the transaction from being entered into with the unanimous consent of those members or affected members given before it is entered into
(2) If under a provision of this Division a transaction may be entered into with only the prescribed approval of a company’s members or affected members the provision does not preclude the transaction from being entered into with the unanimous consent of those members or affected members given before it is entered into
(3) For the purposes of subsection (1) or (2) it is irrelevant whether the unanimous consent is given before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
520 分部影响条例法律施行
分部影响规定披露关事项条例法律规施行 ——
(a) 第521522523条述失职位作出付款
(b) 已会某公司董事前董事作出类付款
520 This Division does not affect operation of other Ordinance or law
This Division does not affect the operation of any other Ordinance or rule of law requiring disclosure to be made with respect to—
(a) any payment for loss of office mentioned in section 521 522 or 523 or
(b) any other like payment made or to be made to a director or former director of a company
第2次分部 —— 禁止
Subdivision 2—Prohibitions
521 公司失职位董事前董事作出付款
(1) 公司未获成员订明批准失职位董事前董事作出付款
(2) 公司未获成员订明批准该公司控权公司成员订明批准失职位控权公司董事前董事作出付款
(3) 第(2)款规定 ——
(a) 某公司控权公司香港外方成立法团该公司获成员订明批准订立关交易
(b) 某公司属该控权公司全资附属公司该控权公司香港成立法团该公司获该控权公司成员订明批准订立关交易
521 Company must not make payment for loss of office to director or former director
(1) Without the prescribed approval of its members a company must not make a payment for loss of office to a director or former director of the company
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a company must not make a payment for loss of office to a director or former director of a holding company of the company
(3) Despite subsection (2)—
(a) a company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
522 转公司业务财产关连情况失职位董事前董事作出付款
(1) 未获公司成员订明批准转该公司业务财产全部部分关连情况失职位该公司董事前董事作出付款
(2) 未获公司成员订明批准该公司附属公司成员订明批准转该公司附属公司业务财产全部部分关连情况失职位该公司董事前董事作出付款
(3) 条言某项付款 ——
(a) 项作转公司业务财产协议部分订立安排作出该协议订立前年作出该协议订立2年作出
(b) 项该公司受转参安排作出
非证明情况相反该项付款须推定该项转关连情况作出
(4) 第(2)款规定关附属公司香港外方成立法团属关公司全资附属公司获该公司成员订明批准订立关交易
522 Person must not make payment for loss of office to director or former director in connection with transfer of company’s undertaking or property
(1) Without the prescribed approval of the company’s members a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of the whole or any part of the undertaking or property of the company
(2) Without the prescribed approval of the company’s members and the prescribed approval of the subsidiary’s members a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of the whole or any part of the undertaking or property of a subsidiary of the company
(3) For the purposes of this section a payment is presumed except in so far as the contrary is shown to be made in connection with a transfer of any undertaking or property of a company if it is made pursuant to an arrangement—
(a) entered into as part of the agreement for the transfer or within one year before or 2 years after that agreement is entered into and
(b) to which the company or any person to whom the transfer is made is privy
(4) Despite subsection (2) a person may enter into the transaction with only the prescribed approval of the company’s members if the subsidiary is incorporated outside Hong Kong or is a wholly owned subsidiary of the company
523 收购约导致股份转关连情况失职位董事前董事作出付款
(1) 未获受影响成员订明批准收购约导致公司股份转公司附属公司股份转关连情况失职位该公司董事前董事作出付款
(2) 条言某项付款 ——
(a) 项作转公司股份协议部分订立安排作出该协议订立前年作出该协议订立2年作出
(b) 项该公司受转参安排作出
非证明情况相反该项付款须推定该项转关连情况作出
(3) 第(1)款规定关法团体香港外方成立法团须获该法团体受影响成员订明批准订立关交易
(4) 条言情况须视已取受影响成员某项付款订明批准 ——
(a) 出席考虑符合第518(2)(b)(i)条指明规定决议成员会未达法定数
(b) 该会延期较日期举行
(c) 出席该延期会未达法定数
523 Person must not make payment for loss of office to director or former director in connection with transfer of shares resulting from takeover offer
(1) Without the prescribed approval of the affected members a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of shares in the company or in a subsidiary of the company resulting from a takeover offer
(2) For the purposes of this section a payment is presumed except in so far as the contrary is shown to be made in connection with a transfer of any shares in a company if it is made pursuant to an arrangement—
(a) entered into as part of the agreement for the transfer or within one year before or 2 years after that agreement is entered into and
(b) to which the company or any person to whom the transfer is made is privy
(3) Despite subsection (1) a person may enter into the transaction without the prescribed approval of a body corporate’s affected members if the body corporate is incorporated outside Hong Kong
(4) For the purposes of this section the prescribed approval of the affected members of a payment is to be regarded as being obtained if—
(a) a quorum is not present at a general meeting to consider the resolution in respect of which the requirement specified in section 518(2)(b)(i) is met
(b) the meeting is adjourned to a later date and
(c) a quorum is not present at the adjourned meeting
第3次分部 —— 第2次分部例外情况
Subdivision 3—Exceptions to Subdivision 2
524 例外情况：付款履行法律义务等
(1) 第2次分部禁止真诚作出付款 ——
(a) 履行现存法律义务
(b) 作违反现存法律义务损害赔偿
(c) 作终止某职位受雇工作关连情况产生申索解妥协
(d) 作服务退休金
(2) 第(1)款言付款部分属该款指者部分属该款指者该项付款须犹该等部分付款情况
(3) 条中 ——
退休金 (pension)包括离职津贴离职酬金类似付款
现存法律义务 (existing legal obligation) ——
(a) 属第521条指者某公司作出付款言指该公司联系公司义务该义务非引致失职位付款事件关连情况订立非该事件致订立
(b) 属第522523条指者某业务财产股份转关连情况作出付款言指该义务该义务非该项转目订立该项转订立非该项转致订立
(4) 第(3)款中现存法律义务定义言某项付款兼属第521522条兼属第521523条指者该项付款须视属第521条指者属第522523条指者
524 Exception for payments in discharge of legal obligation etc
(1) A person is not prohibited by Subdivision 2 from making a payment in good faith—
(a) in discharge of an existing legal obligation
(b) by way of damages for breach of an existing legal obligation
(c) by way of settlement or compromise of any claim arising in connection with the termination of a person’s office or employment or
(d) by way of pension in respect of past services
(2) For the purposes of subsection (1) if part of a payment falls within that subsection and part of it does not the payment is to be regarded as if those parts were separate payments
(3) In this section—
existing legal obligation (现存法律义务)—
(a) in relation to a payment falling within section 521 and made by a company means an obligation of the company or an associated company of it that was not entered into in connection with or in consequence of the event giving rise to the payment for loss of office or
(b) in relation to a payment falling within section 522 or 523 and made by a person in connection with a transfer of any undertaking property or shares means an obligation of the person that was not entered into for the purpose of in connection with or in consequence of the transfer
pension (退休金) includes any superannuation allowance superannuation gratuity or similar payment
(4) For the purposes of the definition of existing legal obligation in subsection (3) if a payment falls within both sections 521 and 522 or within both sections 521 and 523 it is to be regarded as falling within section 521 but not within section 522 or 523
525 例外情况：额付款
(1) 某公司附属公司某董事前董事作出付款该项付款款额价值加该公司附属公司事件关连情况失职位该董事前董事作出付款款额价值总额超100000第521条禁止该公司作出该项付款
(2) 某公司附属公司转该公司附属公司业务财产股份关连情况某董事前董事作出付款该项付款款额价值加该公司附属公司该项转关连情况失职位该董事前董事作出付款款额价值总额超100000第522523条禁止该公司作出该项付款
(3) 某公司附属公司(例外附属公司)转该公司附属公司业务财产股份关连情况某董事前董事作出付款该项付款款额价值加例外附属公司例外附属公司附属公司该项转关连情况失职位该董事前董事作出付款款额价值总额超100000第522523条禁止例外附属公司作出该项付款 (2018年第35号第58条修订)
(4) 第(3)款适2018年公司(修订)(第2号)条例(2018年第35号)第58条生效日期*日失职位情况 (2018年第35号第58条增补)
(5) 紧接2018年公司(修订)(第2号)条例(2018年第35号)第58条生效日期*前属效第(3)款继续适该款指明该生效日期*前发生失职位情况 (2018年第35号第58条增补)
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编辑附注：
* 生效日期：2019年2月1日
525 Exception for small payment
(1) A company is not prohibited by section 521 from making a payment to a director or former director if the aggregate of the amount or value of the payment and the amount or value of any other payment for loss of office made by the company or a subsidiary of the company to the director or former director in connection with the same event does not exceed 100000
(2) A company is not prohibited by section 522 or 523 from making a payment to a director or former director in connection with a transfer of any undertaking or property of or shares in the company or a subsidiary of the company if the aggregate of the amount or value of the payment and the amount or value of any other payment for loss of office made by the company or a subsidiary of the company to the director or former director in connection with the transfer does not exceed 100000
(3) A subsidiary of a company (excepted subsidiary) is not prohibited by section 522 or 523 from making a payment to a director or former director in connection with a transfer of any undertaking or property of or shares in the company or a subsidiary of the company if the aggregate of the amount or value of the payment and the amount or value of any other payment for loss of office made by the excepted subsidiary or a subsidiary of the excepted subsidiary to the director or former director in connection with the transfer does not exceed 100000 (Amended 35 of 2018 s 58)
(4) Subsection (3) applies in relation to a loss of office that occurs on or after the commencement date* of section 58 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) (Added 35 of 2018 s 58)
(5) Subsection (3) as in force immediately before the commencement date* of section 58 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) continues to apply in relation to a loss of office specified in that subsection that occurred before that commencement date* (Added 35 of 2018 s 58)
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Editorial Note
* Commencement date 1 February 2019
第4次分部 —— 违反果
Subdivision 4—Consequences of Contravention
526 释义
分部言 ——
(a) 非法院指示否某项付款时违反第521522条情况作出须视违反第522条情况作出
(b) 非法院指示否某项付款时违反第521523条情况作出须视违反第523条情况作出
526 Interpretation
For the purposes of this Division—
(a) unless the court directs otherwise a payment is to be regarded as being made in contravention of section 522 if it is made in contravention of both sections 521 and 522 and
(b) unless the court directs otherwise a payment is to be regarded as being made in contravention of section 523 if it is made in contravention of both sections 521 and 523
527 违反第521条民事果
公司违反第521条情况作出付款 ——
(a) 收款属信讬形式该公司持关款项
(b) 该公司授权作出该付款董事须负法律责该项付款导致损失该公司作出弥偿
527 Civil consequences of contravention of section 521
If a payment is made by a company in contravention of section 521—
(a) the payment is held by the recipient in trust for the company and
(b) any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment
528 违反第522条民事果
(1) 付款违反第522条情况转某公司某公司附属公司业务财产关连情况作出条适
(2) 收款属信讬形式关公司附属公司持关款项
(3) 关付款关公司作出代表该公司作出该公司授权作出该付款董事须负法律责该项付款导致损失该公司作出弥偿
(4) 关付款关附属公司作出代表该附属公司作出该附属公司授权作出该付款董事须负法律责该项付款导致损失该附属公司作出弥偿
528 Civil consequences of contravention of section 522
(1) This section applies if a payment is made in connection with a transfer of any undertaking or property of a company or a subsidiary of a company in contravention of section 522
(2) The payment is held by the recipient in trust for the company or subsidiary
(3) If the payment is made by or on behalf of the company any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment
(4) If the payment is made by or on behalf of the subsidiary any director of the subsidiary who authorized the payment is jointly and severally liable to indemnify the subsidiary for any loss resulting from the payment
529 违反第523条民事果
(1) 付款违反第523条情况收购约导致公司股份转公司附属公司股份转关连情况作出条适
(2) 收款属信讬形式该项约出售股份持关款项
(3) 关款项分配予已出售股份程中招致费须收款承担
(4) 关付款关公司作出代表该公司作出该公司授权作出该付款董事须负法律责该项付款导致损失该公司作出弥偿
(5) 关付款关附属公司作出代表该附属公司作出该附属公司授权作出该付款董事须负法律责该项付款导致损失该附属公司作出弥偿
529 Civil consequences of contravention of section 523
(1) This section applies if a payment is made in connection with a transfer of shares in a company or a subsidiary of a company resulting from a takeover offer in contravention of section 523
(2) The payment is held by the recipient in trust for those who have sold their shares as a result of the offer made
(3) The recipient must bear the expenses in distributing that sum amongst those who have sold their shares
(4) If the payment is made by or on behalf of the company any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment
(5) If the payment is made by or on behalf of the subsidiary any director of the subsidiary who authorized the payment is jointly and severally liable to indemnify the subsidiary for any loss resulting from the payment
第4分部 —— 董事服务合约
Division 4—Directors’ Service Contract
530 释义
(1) 分部中 ——
董事 (director) 包括幕董事
(2) 分部言某法团体附属公司众董事半数董事惯该团体指示指令行事该团体会仅视附属公司幕董事
530 Interpretation
(1) In this Division—
director (董事) includes a shadow director
(2) For the purposes of this Division a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors or a majority of the directors of the subsidiary are accustomed to act in accordance with its directions or instructions
531 服务合约
(1) 分部中提述公司某董事服务合约 ——
(a) 提述符合说明合约 ——
(i) 根该合约该董事承诺亲董事身分该公司该公司附属公司履行服务
(ii) 根该合约该董事承诺亲董事身分履行服务须第三者该公司该公司附属公司提供
(b) 包括委某该公司董事委条款
(2) 分部中提述公司某董事服务合约局限履行董事般职务范围外服务合约
531 Service contract
(1) In this Division a reference to a service contract of a director of a company—
(a) is a reference to a contract under which—
(i) the director undertakes personally to perform services as director or otherwise for the company or for a subsidiary of the company or
(ii) services that the director undertakes personally to perform as director or otherwise are to be made available by a third party to the company or to a subsidiary of the company and
(b) includes the terms of a person’s appointment as director of the company
(2) In this Division a reference to a service contract of a director of a company is not restricted to a contract for the performance of services outside the scope of a director’s ordinary duties as director
532 成员订明批准
(1) 分部中提述某公司成员订明批准提述藉该等成员符合说明决议取批准 ——
(a) 公司意关条文前通
(b) 第(2)款指明规定该项决议获符合
(2) 施行第(1)(b)款指明规定 ——
(a) (属书面决议)份列出建议服务合约(包含关条文者)备忘录建议决议送交名成员时前已送交该成员
(b) (属成员会通决议) ——
(i) 份列出建议服务合约(包含关条文者)备忘录连召开该会通知书已送交名成员
(ii) (关公司属公众公司)理会第(4) 款指明成员该项决议投赞成票情况该项决议获通
(3) 公司章程细条文规定外断定否符合第(2)(a)(b)(i)款指明规定言意外遗漏成员送交备忘录情况须予理会
(4) 施行第(2)(b)(ii)款指明成员符合说明成员 ——
(a) 属建议订立服务合约董事
(b) 信讬形式该董事持该公司股份
(5) 第(2)(b)(ii)款阻止第(4)款指明成员出席考虑关决定会议计入该会议法定数参该会议程序
(6) 施行第(1)(a)款关决议分部生效日期#前日通相干
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编辑附注：
# 生效日期：2014年3月3日
532 Prescribed approval of members
(1) In this Division a reference to the prescribed approval of the members of a company is a reference to an approval obtained by a resolution of those members—
(a) that is passed before the company agrees to the provision and
(b) in respect of which the requirements specified in subsection (2) are met
(2) The requirements specified for the purposes of subsection (1)(b) are—
(a) that in the case of a written resolution a memorandum setting out the proposed service contract (incorporating the provision in question) is sent to every member at or before the time at which the proposed resolution is sent to the member or
(b) that in the case of a resolution passed at a general meeting—
(i) a memorandum setting out the proposed service contract (incorporating the provision in question) is sent to every member together with the notice convening the meeting and
(ii) if the company is a public company the resolution is passed after disregarding every vote in favour of the resolution by a member specified in subsection (4)
(3) Subject to any provision of the company’s articles any accidental omission to send the memorandum to a member is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met
(4) The member specified for the purposes of subsection (2)(b)(ii) is—
(a) one who is the director with whom the service contract is proposed to be entered into or
(b) one who holds any shares in the company in trust for that director
(5) Subsection (2)(b)(ii) does not prevent a member specified in subsection (4) from attending being counted towards the quorum for or taking part in the proceedings at any meeting at which the decision is considered
(6) For the purposes of subsection (1)(a) it is irrelevant whether the resolution is passed before on or after the commencement date# of this Division
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Editorial Note
# Commencement date 3 March 2014
533 保留成员致意效力
(1) 根第534(1)条某公司未获成员订明批准便条文作出意该条禁止该条文获意前该等成员予致意作出意
(2) 施行第(1)款关致意分部生效日期#前日予相干
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编辑附注：
# 生效日期：2014年3月3日
533 Preservation of effect of members’ unanimous consent
(1) If under section 534(1) any provision must not be agreed to without the prescribed approval of a company’s members that section does not prohibit the provision from being agreed to with the unanimous consent of those members given before it is agreed to
(2) For the purposes of subsection (1) it is irrelevant whether the unanimous consent is given before on or after the commencement date# of this Division
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Editorial Note
# Commencement date 3 March 2014
534 公司意董事长期受雇
(1) 公司未获成员订明批准意规定合约条文：该公司董事该公司受雇保证年期超超3年
(2) 条中 ——
雇 (employment)指根董事服务合约作雇
(3) 条中提述董事受雇保证年期 ——
(a) 提述符合说明期间(话) ——
(i) 该期间关雇须关公司提出求外情况继续(根原合约该合约订立新合约)
(ii) 该期间公司藉通知终止雇指明情况终止雇
(b) (公司藉通知终止雇)提述终止雇需予通知期
(c) (该项雇(a)段指期间(b)段指期间)提述该等期间总
(4) 条言董事受雇保证年期届满前6月前公司非原合约予根该合约予合约方权利情况订立进步服务合约该进步合约受雇保证年期须视包括原合约受雇保证年期剩余期间
(5) 施行第(4)款关原合约分部生效日期#前日订立相干
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编辑附注：
# 生效日期：2014年3月3日
534 Company must not agree to director’s longterm employment
(1) Without the prescribed approval of its members a company must not agree to any provision under which the guaranteed term of the employment of a director of the company with the company exceeds or may exceed 3 years
(2) In this section—
employment (雇) means any employment under a director’s service contract
(3) In this section a reference to the guaranteed term of a director’s employment is—
(a) a reference to the period (if any) during which the employment—
(i) is to continue or may be continued otherwise than at the instance of the company (whether under the original contract or under a new contract entered into pursuant to it) and
(ii) cannot be terminated by the company by notice or can be so terminated only in specified circumstances
(b) in the case of employment terminable by the company by notice a reference to the period of notice required to be given or
(c) in the case of employment having a period within paragraph (a) and a period within paragraph (b) a reference to the aggregate of those periods
(4) For the purposes of this section if more than 6 months before the end of the guaranteed term of a director’s employment the company enters into a further service contract otherwise than pursuant to a right given by or under the original contract to the other party to it the guaranteed term of the employment under the further contract is to be regarded as including the unexpired period of the guaranteed term of the employment under the original contract
(5) For the purposes of subsection (4) it is irrelevant whether the original contract is entered into before on or after the commencement date# of this Division
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Editorial Note
# Commencement date 3 March 2014
535 违反第534条民事果
某公司违反第534条情况意某条文 ——
(a) 该条文该项违反范围属效
(b) 关合约须视载条款令该公司权时藉予合理通知终止该合约
535 Civil consequences of contravention of section 534
If a company agrees to a provision in contravention of section 534—
(a) the provision is void to the extent of the contravention and
(b) the contract is to be regarded as containing a term entitling the company to terminate it at any time by giving reasonable notice
第5分部 —— 交易安排合约中具相分量利害关系
Division 5—Material Interests in Transaction Arrangement or Contract
536 董事须申报具相分量利害关系
(1) 公司董事方式该公司订立建议该公司订立交易安排合约中直接间接利害关系该项交易安排合约该公司业务言属重该董事利害关系具相分量该董事须第537538539条董事申报利害关系性质范围
(2) 公众公司董事关连实体方式该公司订立建议该公司订立交易安排合约中直接间接利害关系该项交易安排合约该公司业务言属重该实体利害关系具相分量该董事须第537538539条董事申报该实体利害关系性质范围
(3) 根第(1)(2)款作出申报证实变准确完整关董事须第537538539条作出进步申报
(4) ——
(a) 董事知悉关利害关系关交易安排合约
(b) 该利害关系关董事服务合约符合说明条款该利害关系关董事服务合约符合说明条款范围 ——
(i) 董事会议已会考虑该等条款
(ii) 根公司章程细关目委董事委员会已会考虑该等条款
条规定该董事述情况申报该利害关系
(5) 施行第(4)(a)款董事须视知悉该董事理应知悉事情
(6) 限制公司董事该公司订立交易安排合约中利害关系条例法律规实施受条影响
536 Director must declare material interests
(1) If a director of a company is in any way directly or indirectly interested in a transaction arrangement or contract or a proposed transaction arrangement or contract with the company that is significant in relation to the company’s business and the director’s interest is material the director must declare the nature and extent of the director’s interest to the other directors in accordance with sections 537 538 and 539
(2) If an entity connected with a director of a public company is in any way directly or indirectly interested in a transaction arrangement or contract or a proposed transaction arrangement or contract with the company that is significant in relation to the company’s business and the connected entity’s interest is material the director must declare the nature and extent of the connected entity’s interest to the other directors in accordance with sections 537 538 and 539
(3) If a declaration made under subsection (1) or (2) proves to be or becomes inaccurate or incomplete the director must make a further declaration in accordance with sections 537 538 and 539
(4) This section does not require a director to declare an interest—
(a) if the director is not aware of the interest or the transaction arrangement or contract in question or
(b) if or to the extent that the interest concerns the terms of the director’s service contract that have been or are to be considered by—
(i) a meeting of the directors or
(ii) a committee of the directors appointed for the purpose under the company’s articles
(5) For the purposes of subsection (4)(a) a director is to be regarded as being aware of matters of which the director ought reasonably to be aware
(6) This section does not affect the operation of any other Ordinance or rule of law restricting a director of a company from having any interest in a transaction arrangement or contract with the company
537 董事作出申报：时
(1) 根第536条申报已订立交易安排合约中利害关系须合理切实行范围快作出
(2) 根第536条申报建议订立交易安排合约中利害关系须关公司订立该交易安排合约前作出
(3) 第(1)(2)款获遵影响作出申报基责
537 Declaration to directors timing
(1) A declaration of interest under section 536 in a transaction arrangement or contract that has been entered into must be made as soon as reasonably practicable
(2) A declaration of interest under section 536 in a proposed transaction arrangement or contract must be made before the company enters into the transaction arrangement or contract
(3) Failure to comply with subsection (1) or (2) does not affect the underlying duty to make the declaration
538 董事作出申报：程序
(1) 根第536条董事作出申报须 ——
(a) 董事会议作出
(b) 作出申报董事藉书面通知作出须该董事送交董事
(c) 作出申报董事藉般通知作出
(2) 第(1)(b)款目发出通知 ——
(a) 须 ——
(i) 采印形式送交
(ii) (关收受意接收采电子形式该通知)意电子形式送交
(b) 须 ——
(i) 专送交藉邮递送交
(ii) (关收受意藉电子形式接收该通知)藉意电子形式送交
(3) 根第536条董事作出申报藉书面通知作出 ——
(a) 该项申报作出须视构成发出通知次董事会议程序部分
(b) 第481条适犹该项申报该会议作出
(4) 第(1)(c)款目某董事发出般通知通报事项通知 ——
(a) 该董事 ——
(i) 该通知指明法团体商号中(作成员高级员雇员身分)利害关系
(ii) 须视该指明法团体商号该通知生效日期订立交易安排合约中利害关系
(b) 该董事 ——
(i) 该通知指明(法团体商号外)关连
(ii) 须视该指明该通知生效日期订立交易安排合约中利害关系
(5) 般通知须述明 ——
(a) 关董事指明法团体商号中利害关系性质范围
(b) 该董事指明关连性质
(6) 般通知须 ——
(a) 董事会议发出
(b) 书面发出送交予关公司
附注——
请参阅第541条该条规定收般通知公司须该通知送交董事
(7) 根第(6)(a)款发出般通知关董事会议日期起生效
(8) 根第(6)(b)款发出般通知该通知送交予关公司日子第21天起生效
538 Declaration to directors procedures
(1) A declaration to directors under section 536 must be—
(a) made at a directors’ meeting
(b) made by notice in writing and sent by the director to the other directors or
(c) made by general notice by the director
(2) A notice for the purposes of subsection (1)(b)—
(a) must be sent—
(i) in hard copy form or
(ii) if the recipient has agreed to receive it in electronic form in the electronic form so agreed and
(b) must be sent—
(i) by hand or by post or
(ii) if the recipient has agreed to receive it by electronic means by the electronic means so agreed
(3) If a declaration to directors under section 536 is made by notice in writing—
(a) the making of the declaration is to be regarded as forming part of the proceedings at the next directors’ meeting after the notice is given and
(b) section 481 applies as if the declaration had been made at that meeting
(4) A general notice by a director for the purposes of subsection (1)(c) is a notice to the effect that—
(a) the director—
(i) has an interest (as member officer employee or otherwise) in a body corporate or firm specified in the notice and
(ii) is to be regarded as interested in any transaction arrangement or contract that may after the effective date of the notice be entered into with the specified body corporate or firm or
(b) the director—
(i) is connected with a person specified in the notice (other than a body corporate or firm) and
(ii) is to be regarded as interested in any transaction arrangement or contract that may after the effective date of the notice be entered into with the specified person
(5) A general notice must state—
(a) the nature and extent of the director’s interest in the specified body corporate or firm or
(b) the nature of the director’s connection with the specified person
(6) A general notice must be given—
(a) at a directors’ meeting or
(b) in writing and sent to the company
Note—
See also section 541 which requires a company receiving a general notice to send the general notice to other directors
(7) A general notice given under subsection (6)(a) takes effect on the date of the directors’ meeting
(8) A general notice given under subsection (6)(b) takes effect on the twentyfirst day after the day on which it is sent to the company
539 公司唯董事情况董事作出申报
(1) 公司唯董事规定须根第536条董事作出申报该公司规定须名董事 ——
(a) 该项申报须书面记录
(b) 该项申报作出须视构成发出关通知次董事会议程序部分
(c) 第481条适犹该项申报该会议作出
(2) 条影响第545条实施
539 Declaration to directors in case of company with sole director
(1) If a declaration to directors under section 536 is required of a sole director of a company that is required to have more than one director—
(a) the declaration must be recorded in writing
(b) the making of the declaration is to be regarded as forming part of the proceedings at the next directors’ meeting after the notice is given and
(c) section 481 applies as if the declaration had been made at that meeting
(2) This section does not affect the operation of section 545
540 分部幕董事适
(1) 第(2)(3)(4)款规定外关董事根第536条申报利害关系责分部条文适幕董事方式该等条文适董事
(2) 第538(1)(a)(6)条适幕董事
(3) 非幕董事第538(1)(c)条目发出般通知藉书面通知发出该幕董事送交董事否该通知效
(4) 第(3)款目发出通知 ——
(a) 须 ——
(i) 采印形式送交
(ii) (关收受意接收采电子形式该通知)意电子形式送交
(b) 须 ——
(i) 专送交藉邮递送交
(ii) (关收受意藉电子形式接收该通知)藉意电子形式送交
540 Application of Division to shadow director
(1) Subject to subsections (2) (3) and (4) the provisions of this Division relating to the duty of a director to declare an interest under section 536 apply to a shadow director in the same manner as they apply to a director
(2) Section 538(1)(a) and (6) does not apply to a shadow director
(3) A general notice by a shadow director for the purposes of section 538(1)(c) is not effective unless it is given by notice in writing and sent by the shadow director to the other directors
(4) A notice for the purposes of subsection (3)—
(a) must be sent—
(i) in hard copy form or
(ii) if the recipient has agreed to receive it in electronic form in the electronic form so agreed and
(b) must be sent—
(i) by hand or by post or
(ii) if the recipient has agreed to receive it by electronic means by the electronic means so agreed
541 公司须般通知送交董事
(1) 公司董事收第538(6)(b)条指通知须收该通知日子15日该通知文送交该公司董事
(2) 公司违反第(1)款该公司名责均属犯罪处第6级罚款
541 Companies must send general notices to other directors
(1) If a company receives a notice under section 538(6)(b) from a director it must within 15 days after the day on which it receives the notice send a copy of the notice to other directors of the company
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 6
542 罪行
(1) 董事幕董事违反第536(1)(2)(3)条属犯罪处第6 级罚款
(2) 违反第536(2)条控犯第(1)款订罪行确立控已采取切合理步骤确该条获遵守属免责辩护
542 Offence
(1) A director or shadow director who contravenes section 536(1) (2) or (3) commits an offence and is liable to a fine at level 6
(2) If a person is charged with an offence under subsection (1) for contravening section 536(2) it is a defence to establish that the person took all reasonable steps to secure compliance with that section
第6分部 —— 杂项条文
Division 6—Miscellaneous
543 披露理合约
(1) 情况条适 ——
(a) 公司订立合约某该合约承担该公司全部重部分业务理行政
(b) 该合约非该公司董事全职雇员订立服务合约
(2) 关合约效年度董事报告须载 ——
(a) 项陈述说明该合约存效期
(b) 该合约中利害关系名董事幕董事姓名名称该利害关系性质范围
(3) 关公司须注册办事处根第657条订立规例订明点备存文件 ——
(a) 关合约文
(b) (该合约非书面合约)列出该合约条款书面备忘录
(4) 关公司 ——
(a) 须关合约终止期满日期保留述文备忘录少年
(b) 须备存该文备忘录供该段时间查阅
(5) 关文备忘录备存关公司注册办事处外点该公司须关该备存点该点更改通知交付处长登记该通知须符合指明格式该通知该文备忘录首次备存该点15日该项更改15日(视属情况定)交付处长
(6) 第(3)(4)款遭违反公司名责均属犯罪处第3级罚款
(7) 第(5)款遭违反关公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(8) 条中 ——
董事报告 (directors’report)指 ——
(a) 根第388(1)条须拟备报告
(b) 根第388(2)条须拟备综合报告
543 Disclosure of management contract
(1) This section applies if—
(a) a company enters into a contract by which a person undertakes the management and administration of the whole or any substantial part of any business of the company and
(b) the contract is not a contract of service with any director of the company or any person engaged in the fulltime employment of the company
(2) The directors’ report for any year in which the contract is in force must include—
(a) a statement of the existence and duration of the contract and
(b) the name of every director and shadow director interested in the contract and the nature and extent of the interest
(3) The company must keep the following at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of the contract
(b) if such a contract is not in writing a written memorandum setting out the terms of the contract
(4) The company—
(a) must retain the copy or memorandum for at least one year after the date of termination or expiry of the contract and
(b) must keep the copy or memorandum available for inspection during that time
(5) If the copy or memorandum is kept at a place other than the company’s registered office the company must deliver to the Registrar for registration a notice in the specified form of the place or any change in the place at which the copy or memorandum is kept The notice must be delivered to the Registrar within 15 days after the copy or memorandum is first kept at that place or within 15 days after the change (as the case may be)
(6) If subsection (3) or (4) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(7) If subsection (5) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(8) In this section—
directors’ report (董事报告) means—
(a) the report required to be prepared under section 388(1) or
(b) the consolidated report required to be prepared under section 388(2)
544 成员查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司根第543条备存合约文书面备忘录
(2) 关公司成员提出求缴付订明费权根第657条订立规例获提供关合约备忘录文
(3) 条中提述合约包括该合约更改
(4) 条中 ——
订明 (prescribed)指根第657条订立规例订明
544 Right of member to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect in accordance with regulations made under section 657 a copy of a contract or a written memorandum kept by the company under section 543
(2) A member of the company is entitled on request and on payment of a prescribed fee to be provided with a copy of the contract or memorandum in accordance with regulations made under section 657
(3) In this section a reference to a contract includes a variation of the contract
(4) In this section—
prescribed (订明) means prescribed by regulations made under section 657
545 兼具董事身分唯成员订立合约
(1) 情况条适 ——
(a) 名成员公司该成员订立合约
(b) 该成员该公司董事
(c) 该合约非该公司通常业务运作中订立
(2) 非关合约书面订立否关公司须确保 ——
(a) 该合约订立15日该合约条款份书面备忘录列明
(b) 该备忘录备存备存载董事会议纪录簿册方
(3) 某公司违反第(2)款该公司名责均属犯罪处第3级罚款
(4) 某合约违反第(2)款影响该合约效性
(5) 条理解排适公司董事订立合约条例法律规实施
(6) 条中 ——
董事 (director)包括幕董事
(7) 条言某法团体附属公司众董事半数董事惯该团体指示指令行事该团体会仅视附属公司幕董事
545 Contract with sole member who is also director
(1) This section applies if—
(a) a company having only one member enters into a contract with the member
(b) the member is also a director of the company and
(c) the contract is not entered into in the ordinary course of the company’s business
(2) Unless the contract is in writing the company must ensure that—
(a) the terms of the contract are set out in a written memorandum within 15 days from the entering into of the contract and
(b) the memorandum is kept at the place at which the books containing the minutes of the directors’ meetings are kept
(3) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(4) A contravention of subsection (2) in relation to a contract does not affect the validity of the contract
(5) This section does not exclude the operation of any other Ordinance or rule of law applying to contracts between a company and a director of the company
(6) In this section—
director (董事) includes a shadow director
(7) For the purposes of this section a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors or a majority of the directors of the subsidiary are accustomed to act in accordance with its directions or instructions
546 财政司司长修订干数额百分率数字
(1) 第(2)款规定外财政司司长藉宪报刊登公告藉方式修订第23分部条文 ——
(a) 该公告指明数额代该条文指明数额
(b) 该公告指明百分率数字代该条文指明百分率数字
(2) 条指公告修订罚款额
(3) 条指公告该公告生效前作出没作出事情言具效力
(4) 条指公告生效前招致法律责进行法律程序予继续提起犹该公告订立
___________
546 Financial Secretary may amend certain sums or percentage figures
(1) Subject to subsection (2) the Financial Secretary may by notice published in the Gazette amend any provision of Division 2 or 3—
(a) by substituting for any sum of money specified in the provision a sum specified in the notice or
(b) by substituting for any percentage figure specified in the provision a percentage figure specified in the notice
(2) A notice under this section may not be made to amend the amount of a fine
(3) A notice under this section does not have effect in relation to anything done or not done before the notice comes into operation
(4) Proceedings in respect of any liability incurred before a notice under this section comes into operation may be continued or instituted as if the notice had not been made
___________
第12部
Part 12
公司理议事程序
(格式变更——2013年第1号编辑修订纪录)
Company Administration and Procedure
(Format changes—ER 1 of 2013)
第1分部 —— 决议会议
Division 1—Resolutions and Meetings
第1次分部 —— 导言
Subdivision 1—Preliminary
547 释义
(1) 分部中 ——
传阅日期 (circulation date)书面决议提出书面决议言 ——
(a) 指该决议文第553条送交予合资格成员日期
(b) 文日子送交予合资格成员指该等日子中首日
电子址 (electronic address)指电子方式送交接收文件资料语文字母字样数目字符号组成序列组合该目数目字
(2) 分部言 ——
(a) 提出书面决议言合资格成员该决议传阅日期日会权该决议表决成员
(b) 该决议传阅日期某时间权该决议表决变更合资格成员该决议首份文送交某成员征求意时权该决议表决
(3) 分部影响条例法律规关事宜实施 ——
(a) 非藉通决议作出事情
(b) 种情况某决议须视已获通视已获通
(c) 种情形某指称某决议未妥通
(编辑修订——2013年第1号编辑修订纪录)
547 Interpretation
(1) In this Division—
circulation date (传阅日期) in relation to a written resolution or a proposed written resolution means—
(a) the date on which copies of the resolution are sent to eligible members in accordance with section 553 or
(b) if copies are sent to eligible members on different days the first of those days
electronic address (电子址) means any sequence or combination of letters characters numbers or symbols of any language or any number used for the purposes of sending or receiving a document or information by electronic means
(2) For the purposes of this Division—
(a) in relation to a proposed written resolution the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution and
(b) if the persons entitled to vote on the resolution change during the course of the day that is the circulation date of the resolution the eligible members are the persons entitled to vote on the resolution at the time that the first copy of the resolution is sent to a member for agreement
(3) Nothing in this Division affects the operation of any other Ordinance or rule of law as to—
(a) things done otherwise than by passing a resolution
(b) circumstances in which a resolution is or is not to be regarded as having been passed or
(c) cases in which a person is precluded from alleging that a resolution has not been duly passed
第2次分部 —— 书面决议
Subdivision 2—Written Resolution
548 书面决议
(1) 藉公司成员会通决议作出事情均举行会议需事先通知情况藉该公司成员书面决议作出
(2) 藉公司某类成员会议通决议作出事情均举行会议需事先通知情况藉该公司该类成员书面决议作出
(3) 某决议根条例须普通决议特决议方式通该决议藉书面决议通条例中提述普通决议特决议均包括书面决议
(4) 条例中提述通决议日期提述会议日期书面决议言指该书面决议根第556条获通日期
(5) 公司书面决议具效力犹该决议(视属情况定) ——
(a) 该公司成员会通样
(b) 该公司关类成员会议通样
条例中提述通决议会议提述表决赞成决议成员均须解释
(6) 条适 ——
(a) 某核数师期终结前该核数师免决议
(b) 某董事期终结前该董事免决议
548 Written resolution
(1) Anything that may be done by a resolution passed at a general meeting of a company may be done without a meeting and without any previous notice being required by a written resolution of the members of the company
(2) Anything that may be done by a resolution passed at a meeting of a class of members of a company may be done without a meeting and without any previous notice being required by a written resolution of that class of members of the company
(3) If a resolution is required by any Ordinance to be passed as an ordinary resolution or a special resolution the resolution may be passed as a written resolution and a reference in any Ordinance to an ordinary resolution or a special resolution includes a written resolution
(4) A reference in any Ordinance to the date of passing of a resolution or the date of a meeting is in relation to a written resolution the date on which the written resolution is passed under section 556
(5) A written resolution of a company has effect as if passed by—
(a) the company at a general meeting or
(b) a meeting of the relevant class of members of the company
as the case may be and a reference in any Ordinance to a meeting at which a resolution is passed or to members voting in favour of a resolution is to be construed accordingly
(6) This section does not apply to—
(a) a resolution removing an auditor before the end of the auditor’s term of office or
(b) a resolution removing a director before the end of the director’s term of office
549 提出书面决议权力
士提出采书面决议形式决议 ——
(a) 公司董事
(b) 公司成员
549 Power to propose written resolution
A resolution may be proposed as a written resolution by—
(a) the directors of a company or
(b) a member of a company
550 公司责传阅董事提出书面决议
公司董事根第549(a)条提出采书面决议形式决议该公司须传阅该决议
550 Company’s duty to circulate written resolution proposed by directors
If the directors of a company have proposed a resolution as a written resolution under section 549(a) the company must circulate the resolution
551 成员权力求传阅书面决议
(1) 公司成员求该公司传阅符合说明决议 ——
(a) 恰动议
(b) 属根第549(b)条提出采书面决议形式
(2) 关成员求公司传阅某决议求该公司传阅该决议时传阅关该决议标事宜字数1 000字陈述书
(3) 然名成员仅关决议求公司传阅份述陈述书
551 Members’ power to request circulation of written resolution
(1) A member of a company may request the company to circulate a resolution that—
(a) may properly be moved and
(b) is proposed as a written resolution under section 549(b)
(2) If a member requests a company to circulate a resolution the member may request the company to circulate with the resolution a statement of not more than 1 000 words on the subject matter of the resolution
(3) However each member may only request the company to circulate one such statement with respect to the resolution
552 公司责传阅成员提出书面决议
(1) 根第549(b)条提出采书面决议形式决议第551(2)条述陈述书关公司收占全体权该决议表决成员总表决权少需百分公司成员提出求求该公司传阅该等决议陈述书该公司须传阅该等决议陈述书
(2) 第(1)款述需百分5关公司章程细目指明较低百分
(3) 求 ——
(a) 采印形式电子形式送交关公司
(b) 须指出关决议第551(2)条述陈述书
(c) 须提出该求认证
552 Company’s duty to circulate written resolution proposed by members
(1) A company must circulate a resolution proposed as a written resolution under section 549(b) and any statement mentioned in section 551(2) if it has received requests that it do so from the members of the company representing not less than the requisite percentage of the total voting rights of all the members entitled to vote on the resolution
(2) The requisite percentage mentioned in subsection (1) is 5 or a lower percentage specified for this purpose in the company’s articles
(3) A request—
(a) may be sent to the company in hard copy form or in electronic form
(b) must identify the resolution and any statement mentioned in section 551(2) and
(c) must be authenticated by the person or persons making it
553 传阅书面决议
(1) 某公司根第550552条须传阅提出采书面决议形式决议须费名合资格成员名非合资格成员成员(话)送交 ——
(a) 该决议文
(b) (根第551(2)条求传阅陈述书)该条述陈述书文
(2) 关公司方式遵守第(1)款 ——
(a) (合理切实行范围)时间印形式电子形式成员送交关文网站提供关文
(b) 轮流名成员送交文轮流干名成员中名送交文前提行事造成延迟
(c) (a)段某成员送交份文(b)段成员送交份份文
(3) 关公司须受第(1)款中关送交文规定规限21日送交该等文该等文日子成员送交须述期限前送交该等文中首份
(4) 关公司网站提供提出书面决议陈述书文方式送交该决议陈述书文非整段符合说明期间 ——
(a) 传阅日期日开始
(b) 该决议根第558条失效日期终结
该文均该网站提供否次分部言该文属效送交
(5) 第(4)款言情况没该款述期间间断网站提供提出书面决议陈述书文须予理会 ——
(a) 该期间部分时间该文该网站提供
(b) 没该期间间断提供该文完全理期该公司防止避免情况
(6) 关公司须确保合资格成员送交提出书面决议文附关事宜指引 ——
(a) 根第556条表示意该决议
(b) 该决议通日期(该决议没该日期前通便会根第558条失效)
(7) 公司违反第(1)(3)(6)款该公司名责均属犯罪处第5级罚款
(8) 第(1)(3)(6)款遭违反影响关决议(获通)效性
553 Circulation of written resolution
(1) If a company is required under section 550 or 552 to circulate a resolution proposed as a written resolution the company must send at its own expense to every eligible member and every other member (if any) who is not an eligible member—
(a) a copy of the resolution and
(b) if so required under section 551(2) a copy of a statement mentioned in that section
(2) The company may comply with subsection (1)—
(a) by sending copies at the same time (so far as reasonably practicable) to all members in hard copy form or in electronic form or by making the copies available on a website
(b) if it is possible to do so without undue delay by sending the same copy to each member in turn (or different copies to each of a number of members in turn) or
(c) by sending copies to some members in accordance with paragraph (a) and sending a copy or copies to other members in accordance with paragraph (b)
(3) The company must send the copies (or if copies are sent to members on different days the first of those copies) not more than 21 days after it becomes subject to the requirement under subsection (1) to send the copies
(4) If the company sends a copy of a proposed written resolution or statement by making it available on a website the copy is not validly sent for the purposes of this Subdivision unless the copy is available on the website throughout the period—
(a) beginning on the circulation date and
(b) ending on the date on which the resolution lapses under section 558
(5) For the purposes of subsection (4) a failure to make a copy of a proposed written resolution or statement available on a website throughout the period mentioned in that subsection is to be disregarded if—
(a) the copy is made available on the website for part of that period and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid
(6) The company must ensure that the copy of the proposed written resolution sent to an eligible member is accompanied by guidance as to—
(a) how to signify agreement to the resolution under section 556 and
(b) the date by which the resolution must be passed if it is not to lapse under section 558
(7) If a company contravenes subsection (1) (3) or (6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
(8) The validity of the resolution if passed is not affected by a contravention of subsection (1) (3) or (6)
554 求传阅附陈述书申请
(1) 公司声称感受屈提出申请原讼法庭应申请信纳第551(2)条赋予权利 ——
(a) 正滥
(b) 正带诽谤成分事宜取必宣传
该公司须传阅该条述陈述书
(2) 某成员求传阅关陈述书原讼法庭命令支付公司该申请承担全部部分讼费非根第(1)款提出申请方然
554 Application not to circulate accompanying statement
(1) A company is not required to circulate a statement mentioned in section 551(2) if on an application by the company or another person who claims to be aggrieved the Court is satisfied that the rights given by that section are—
(a) being abused or
(b) being used to secure needless publicity for defamatory matter
(2) The Court may order the members who requested the circulation of the statement to pay the whole or part of the company’s costs on an application under subsection (1) even if they are not parties to the application
555 公司责提出书面决议通知核数师
(1) 某公司根第553条须该公司某成员送交某决议须传阅日期日前该公司核数师(名核数师须名核数师)送交 ——
(a) 该决议文
(b) 根该条须该公司某成员送交关该决议文件文
(2) 述文采印形式电子形式送交关公司核数师
(3) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
(4) 第(1)款遭违反影响关决议(获通)效性
555 Company’s duty to notify auditor of proposed written resolution
(1) If a company is required to send a resolution to a member of the company under section 553 it must on or before the circulation date send to the auditor of the company (if more than one auditor to each of them)— (Amended 35 of 2018 s 59)
(a) a copy of the resolution and
(b) a copy of any other document relating to the resolution that is required to be sent to a member of the company under that section
(2) The copies may be sent to the auditor or auditors of the company in hard copy form or in electronic form
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(4) The validity of the resolution if passed is not affected by a contravention of subsection (1)
556 表示意提出书面决议程序
(1) 合资格成员已表示意某书面决议该决议获通
(2) 关公司收某成员(代该成员行事)送交符合说明文件该成员属表示意关提出书面决议 ——
(a) 指出该文件关决议
(b) 表示该成员意该决议
(3) 述文件 ——
(a) 采印形式电子形式送交关公司
(b) 须关成员代该成员行事认证
(4) 书面决议成员表示意该意撤销
556 Procedure for signifying agreement to proposed written resolution
(1) A written resolution is passed when all eligible members have signified their agreement to it
(2) A member signifies agreement to a proposed written resolution when the company receives from the member (or from someone acting on the member’s behalf) a document—
(a) identifying the resolution to which it relates and
(b) indicating the member’s agreement to the resolution
(3) The document—
(a) may be sent to the company in hard copy form or in electronic form and
(b) must be authenticated by the member or by someone acting on the member’s behalf
(4) A member’s agreement to a written resolution once signified may not be revoked
557 属股份联名持合资格成员表示意
(1) ——
(a) 2名2名合资格成员公司股份联名持
(b) 持已表示意提出书面决议
(c) (该公司第558(1)条述期间终结前收持提出该书面决议反)该表示意持排名先该提出反持排名
第556(1)条言持须视已表示意该提出书面决议
(2) 条言股份持排名先关联名持关公司成员登记册排名次序断定
(3) 第(1)(2)款效力受关公司章程细条文规限
557 Agreement signified by eligible members who are joint holders of shares
(1) If—
(a) 2 or more eligible members are joint holders of shares of a company
(b) any holder has signified their agreement to a proposed written resolution and
(c) if the company has received before the end of the period mentioned in section 558(1) any objection to the proposed written resolution from any other holder the holder who has signified the agreement is more senior than the holder who has made the objection
then the other joint holder or holders are to be regarded as having signified their agreement to the proposed written resolution for the purposes of section 556(1)
(2) For the purposes of this section the seniority of a holder of a share is determined by the order in which the names of the joint holders appear in the register of members of the company
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles
558 意提出书面决议限期
(1) 提出书面决议没期间终结前通该决议告失效 ——
(a) 关公司章程细目指明期间
(b) (章程细没指明期间)关传阅日期起计28日期间
(2) 述期间终结成员表示意提出书面决议该意属效
558 Period for agreeing to proposed written resolution
(1) A proposed written resolution lapses if it is not passed before the end of—
(a) the period specified for this purpose in the company’s articles or
(b) if none is specified the period of 28 days beginning on the circulation date
(2) The agreement of a member to a proposed written resolution is ineffective if signified after the end of that period
559 公司责通知成员核数师书面决议已通
(1) 公司决议采书面决议形式通该公司须该决议通15日事士送交通知 ——
(a) 该公司名成员
(b) 该公司核数师(名核数师须名核数师送交通知) (2018年第35号第60条修订)
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
559 Company’s duty to notify members and auditor that written resolution has been passed
(1) If a resolution of a company is passed as a written resolution the company must within 15 days after the resolution is passed send a notice of this fact to—
(a) every member of the company and
(b) the auditor of the company (if more than one auditor to each of them) (Amended 35 of 2018 s 60)
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
560 电子方式送交关书面决议文件
公司载附提出书面决议文件中提供电子址须视已意关该决议文件资料均该文件指明条件限制规限电子方式送交该址
560 Sending document relating to written resolution by electronic means
If a company has given an electronic address in any document containing or accompanying a proposed written resolution it is to be regarded as having agreed that any document or information relating to that resolution may be sent by electronic means to that address (subject to any conditions or limitations specified in the document)
561 次分部公司章程细条文关系
(1) 公司章程细条文会效果该条文该效果范围属效︰条例规定须作出决议条例中订明决议采书面决议形式提出通
(2) 公司章程细条文批准该公司举行会议属次分部规定外情况通某决议次分部影响该条文
(3) 关决议已获关公司全体权该决议表决成员意情况第(2)款方适
561 Relationship between this Subdivision and provisions of company’s articles
(1) A provision of a company’s articles is void in so far as it would have the effect that a resolution that is required by or otherwise provided for in an Ordinance could not be proposed and passed as a written resolution
(2) Nothing in this Subdivision affects any provision of a company’s articles authorizing the company to pass a resolution without a meeting otherwise than in accordance with this Subdivision
(3) Subsection (2) applies only if the resolution has been agreed to by all the members of the company who are entitled to vote on the resolution
第3次分部 —— 会议通决议
Subdivision 3—Resolutions at Meetings
562 般条文
(1) 公司决议言已次分部第456789次分部(第10次分部(属攸关话))该公司章程细 ——
(a) 发出关该成员会该决议通知
(b) 举行进行该成员会
(c) 通该决议
该决议属成员会效通
(2) 第(1)款施行该款提述次分部中条文公司章程细条文间抵触处非该次分部中规定关该次分部规定否该抵触处范围该次分部条文凌驾该章程细条文
(3) 条例条文 ——
(a) 规定须公司决议公司成员( 某类成员) 决议述决议规定
(b) 指明需决议种类
非该公司章程细规定该决议须较率数票(致赞)通否需决议普通决议
562 General provisions
(1) A resolution of a company is validly passed at a general meeting if—
(a) notice of the meeting and of the resolution is given
(b) the meeting is held and conducted and
(c) the resolution is passed
in accordance with this Subdivision and Subdivisions 4 5 6 7 8 and 9 (and if relevant Subdivision 10) and the company’s articles
(2) For the purposes of subsection (1) if there is any inconsistency between a provision of a Subdivision referred to in that subsection and a provision of the company’s articles unless otherwise provided in or in respect of that Subdivision the provision of that Subdivision prevails over the provision of the articles to the extent of the inconsistency
(3) If a provision of any Ordinance—
(a) requires or otherwise provides for a resolution of a company or of the members (or of a class of members) of a company and
(b) does not specify what kind of resolution is required
what is required is an ordinary resolution unless the company’s articles require a higher majority (or unanimity)
563 普通决议
(1) 公司成员(某类成员)普通决议指获半数票通决议
(2) 成员会举手表决通决议获士合半数票通属获半数票通 ——
(a) 该决议亲身表决(权表决)成员
(b) 作权该决议表决成员妥委代表该决议表决
(3) 成员会投票表决通决议获占全体该决议亲身表决委代表表决(权表决)成员总表决权半数票成员通属获半数票通
(4) 藉普通决议作出事情藉特决议作出
563 Ordinary resolution
(1) An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority
(2) A resolution passed at a general meeting on a show of hands is passed by a simple majority if it is passed by a simple majority of the total of the following—
(a) the number of the members who (being entitled to do so) vote in person on the resolution
(b) the number of the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it
(3) A resolution passed on a poll taken at a general meeting is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of all the members who (being entitled to do so) vote in person or by proxy on the resolution
(4) Anything that may be done by an ordinary resolution may also be done by a special resolution
564 特决议
(1) 公司成员( 某类成员) 特决议指获少75数票通决议
(2) 成员会举手表决通决议获士合少75票数通属获少75数票通 ——
(a) 该决议亲身表决(权表决)成员
(b) 作权该决议表决成员妥委代表该决议表决
(3) 成员会投票表决通决议获占全体该决议亲身表决委代表表决(权表决)成员总表决权少75数票通属获少75数票通
(4) 某决议成员会通 ——
(a) 非关该成员会通知包含该决议文指明拟采特决议形式提出该决议意否该决议非特决议
(b) 关该成员会通知指明该决议采特决议形式通
(5) 公司非常决议公司类成员会议非常决议提述 ——
(a) 载1984年8月31日前制定条例存文件
(b) 该日期日通该日期日通决议言根前身条例第116(5)条作该公司该会议特决议
继续作该公司该会议该特决议
564 Special resolution
(1) A special resolution of the members (or of a class of members) of a company means a resolution that is passed by a majority of at least 75
(2) A resolution passed at a general meeting on a show of hands is passed by a majority of at least 75 if it is passed by at least 75 of the total of the following—
(a) the number of the members who (being entitled to do so) vote in person on the resolution
(b) the number of the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it
(3) A resolution passed on a poll taken at a general meeting is passed by a majority of at least 75 if it is passed by members representing at least 75 of the total voting rights of all the members who (being entitled to do so) vote in person or by proxy on the resolution
(4) If a resolution is passed at a general meeting—
(a) the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution and
(b) if the notice of the meeting so specified the resolution may only be passed as a special resolution
(5) A reference to an extraordinary resolution of a company or of a meeting of any class of members of a company—
(a) contained in any Ordinance that was enacted or document that existed before 31 August 1984 and
(b) deemed in relation to a resolution passed or to be passed on or after that date to be a special resolution of the company or meeting under section 116(5) of the predecessor Ordinance
continues to be deemed to be such a special resolution of the company or meeting
第4次分部 —— 召开成员会
Subdivision 4—Calling Meetings
565 董事权力召开成员会
公司董事召开公司成员会
565 Directors’ power to call general meeting
The directors of a company may call a general meeting of the company
566 成员权力求董事召开成员会
(1) 公司成员求董事召开公司成员会
(2) 公司收占全体权成员会表决成员总表决权少5公司成员求求召开成员会董事须召开成员会
(3) 求 ——
(a) 须述明关成员会处理事务般性质
(b) 包含该成员会恰动议拟该成员会动议决议文
(4) 求包含干份格式相文件
(5) 求 ——
(a) 采印形式电子形式送交关公司
(b) 须提出该求认证
566 Members’ power to request directors to call general meeting
(1) The members of a company may request the directors to call a general meeting of the company
(2) The directors are required to call a general meeting if the company has received requests to do so from members of the company representing at least 5 of the total voting rights of all the members having a right to vote at general meetings
(3) A request—
(a) must state the general nature of the business to be dealt with at the meeting and
(b) may include the text of a resolution that may properly be moved and is intended to be moved at the meeting
(4) Requests may consist of several documents in like form
(5) A request—
(a) may be sent to the company in hard copy form or in electronic form and
(b) must be authenticated by the person or persons making it
567 董事责召开成员求召开成员会
(1) 根第566条须召开成员会董事须受该规定规限日期21日召开成员会
(2) 根第(1)款召开成员会须召开该成员会通知发出日期28日举行
(3) 关公司收求指出项关成员会恰动议拟该成员会动议决议关该成员会通知须包含关该决议通知
(4) 关决议通知已第(3)款包含关成员会通知该成员会处理事务包括该决议
(5) 关决议采特决议形式提出非关关成员会通知包含该决议文指明拟采特决议形式提出该决议意否关董事须视没妥召开该成员会
567 Directors’ duty to call general meeting requested by members
(1) Directors required under section 566 to call a general meeting must call a meeting within 21 days after the date on which they become subject to the requirement
(2) A meeting called under subsection (1) must be held on a date not more than 28 days after the date of the notice convening the meeting
(3) If the requests received by the company identify a resolution that may properly be moved and is intended to be moved at the meeting the notice of the meeting must include notice of the resolution
(4) The business that may be dealt with at the meeting includes a resolution of which notice has been included in the notice of meeting in accordance with subsection (3)
(5) If the resolution is to be proposed as a special resolution the directors are to be regarded as not having duly called the meeting unless the notice of the meeting includes the text of the resolution and specifies the intention to propose the resolution as a special resolution
568 成员权力召开成员会公司承担费
(1) 董事 ——
(a) 根第566条须召开成员会
(b) 没第567条召开成员会
求召开该成员会成员占全体该等成员总表决权半数成员行召开成员会
(2) 关公司收求指出项关成员会恰动议拟该成员会动议决议关该成员会通知须包含关该决议通知
(3) 关董事受召开成员会规定规限日期3月关成员会须予召开
(4) 关成员会须关公司董事须召开该成员会样方式召开
(5) 关决议通知已第(2)款包含关成员会通知该成员会处理事务包括该决议
(6) 求召开关成员会成员关董事没妥召开成员会招致合理开支该等开支须关公司付
(7) 关公司须期期应失责董事服务付予该等董事费酬金中保留述付款项
568 Members’ power to call general meeting at company’s expense
(1) If the directors—
(a) are required under section 566 to call a general meeting and
(b) do not do so in accordance with section 567
the members who requested the meeting or any of them representing more than one half of the total voting rights of all of them may themselves call a general meeting
(2) If the requests received by the company identify a resolution that may properly be moved and is intended to be moved at the meeting the notice of the meeting must include notice of the resolution
(3) The meeting must be called for a date not more than 3 months after the date on which the directors become subject to the requirement to call a meeting
(4) The meeting must be called in the same manner as nearly as possible as that in which that meeting is required to be called by the directors of the company
(5) The business that may be dealt with at the meeting includes a resolution of which notice has been included in the notice of meeting in accordance with subsection (2)
(6) Any reasonable expenses incurred by the members requesting the meeting by reason of the failure of the directors duly to call a meeting must be reimbursed by the company
(7) Any sum so reimbursed must be retained by the company out of any sum due or to become due from the company by way of fees or other remuneration in respect of the services of the directors who were in default
569 董事等情况成员权力召开成员会
(1) 时间某公司董事没足够力行事董事构成法定数董事2名2名占全体权成员会表决成员总表决权少10公司成员召开成员会该成员会须该公司董事召开成员会样方式召开
(2) 关公司章程细作出规定第(1)款具效力
569 Members’ power to call general meeting when there is no director etc
(1) If at any time a company does not have any director or does not have sufficient directors capable of acting to form a quorum any director or any 2 or more members of the company representing at least 10 of the total voting rights of all the members having a right to vote at general meetings may call a general meeting in the same manner as nearly as possible as that in which general meetings may be called by the directors of the company
(2) Subsection (1) has effect in so far as the articles of the company do not make other provision in that behalf
570 原讼法庭权力命令召开成员会
(1) 情况条适 ——
(a) 基理某公司召开成员会方式召开该公司成员会非切实行
(b) 基理该公司章程细条例订明方式进行该成员会非切实行
(2) 原讼法庭动应士申请命令关公司原讼法庭认合适方式召开举行进行该公司成员会 ——
(a) 该公司董事
(b) 会权该成员会表决该公司成员
(3) 原讼法庭作出述命令作出认合宜附带相应指示
(4) 根第(3)款作出指示包括指示：关公司名成员亲身出席委派代表出席关成员会须视构成成员会法定数
(5) 第(2)款指命令召开举行进行成员会目言均须视关公司妥召开举行进行成员会
(6) 条言公司已成员合法遗产代理方面均须视该公司成员该代理具出席该公司会议该会议表决权利该已成员假生便会具权利相
570 Power of Court to order meeting
(1) This section applies if for any reason it is impracticable—
(a) to call a general meeting of a company in any manner in which general meetings of that company may be called or
(b) to conduct the meeting in the manner prescribed by the company’s articles or this Ordinance
(2) The Court may either of its own motion or on application—
(a) by a director of the company or
(b) by a member of the company who would be entitled to vote at the meeting
order a general meeting of the company to be called held and conducted in any manner the Court thinks fit
(3) If the order is made the Court may give any ancillary or consequential directions that it thinks expedient
(4) Directions given under subsection (3) may include a direction that one member of the company present at the meeting in person or by proxy is to be regarded as constituting a quorum
(5) A general meeting called held and conducted in accordance with an order under subsection (2) is to be regarded for all purposes as a general meeting of the company duly called held and conducted
(6) The legal personal representative of a deceased member of a company is to be regarded in all respects for the purposes of this section as a member of the company having the same rights with respect to attending and voting at a meeting of the company as the deceased member would if living have had
第5次分部 —— 关会议通知
Subdivision 5—Notice of Meetings
571 召开成员会需通知
(1) 公司成员会( 延期成员会外)须藉予符合规定通知召开 ——
(a) 属周年成员会通知期少21日
(b) 属情况 ——
(i) 该公司限公司通知期少14日
(ii) 该公司限公司通知期少7日
(2) 关公司章程细规定通知期较第(1)款指明通知期长召开该公司成员会(延期成员会外)言须予该较长通知期通知
(3) 召开公司成员会予通知期较第(1)款该公司章程细指明者短情况该成员会须视妥召开 ——
(a) 属周年成员会全体权出席该成员会该成员会表决成员意该成员会妥召开
(b) 属情况占权出席该成员会该成员会表决成员数数成员意该成员会妥召开该等成员合占全体成员成员会总表决权少95
571 Notice required of general meeting
(1) A general meeting of a company (other than an adjourned meeting) must be called by notice of—
(a) in the case of an annual general meeting at least 21 days and
(b) in any other case—
(i) if the company is a limited company at least 14 days and
(ii) if the company is an unlimited company at least 7 days
(2) If the company’s articles require a longer period of notice than that specified in subsection (1) a general meeting of a company (other than an adjourned meeting) must be called by notice of that longer period
(3) A general meeting of a company is to be regarded despite the fact that it is called by shorter notice than that specified in subsection (1) or in the company’s articles as having been duly called if it is so agreed—
(a) in the case of an annual general meeting by all the members entitled to attend and vote at the meeting and
(b) in any other case by a majority in number of the members having the right to attend and vote at the meeting being a majority together representing at least 95 of the total voting rights at the meeting of all the members
572 发出通知方式
(1) 公司成员会通知须 ——
(a) 采印形式电子形式发出
(b) 网站提供该通知方式发出
该通知部分种述方式发出部分种述方式发出
(2) 公司召开成员会通知中提供电子址须视已意关该成员会程序文件资料均该通知指明条件限制规限电子方式送交该址
572 Manner in which notice to be given
(1) Notice of a general meeting of a company must be given—
(a) in hard copy form or in electronic form or
(b) by making the notice available on a website
or partly by one of those means and partly by another
(2) If a company has given an electronic address in a notice calling a meeting it is to be regarded as having agreed that any document or information relating to proceedings at the meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice)
573 网站发布成员会通知
(1) 局限第18部原公司网站提供成员会通知非该通知条发出否该通知属效发出
(2) 关公司知会某成员指关通知关网站提供该项知会须 ——
(a) 述明该项知会关公司成员会通知
(b) 指明举行该成员会点日期时间
(c) (属周年成员会)述明该成员会周年成员会
(3) 整段始作出述知会日期日关成员会时结束期间关通知均须述网站提供
573 Publication of notice of general meeting on website
(1) Without limiting Part 18 notice of a general meeting is not validly given by a company by making it available on a website unless it is given in accordance with this section
(2) When the company notifies a member of the availability of the notice on the website the notification must—
(a) state that it concerns a notice of a company meeting
(b) specify the place date and time of the meeting and
(c) in the case of an annual general meeting state that it is an annual general meeting
(3) The notice must be available on the website throughout the period beginning on the date of that notification and ending on the conclusion of the meeting
574 权收成员会通知
(1) 公司成员会通知须士发出 ——
(a) 该公司名成员
(b) 名董事
(2) 第(1)款中提述成员包括某成员世破产权享股份前提关公司已获关该权利通知
(3) 第(1)(2)款效力受关公司章程细条文规限
(4) 市公司言权公司成员会表决成员发出该成员会通知时须发出该等通知样方式权该成员会表决名成员发出该通知
(5) 公司须权公司成员会表决成员发出该成员会通知情况须遵守第(4)款
(6) 第(4)款规定时间予短第571(1)条关公司章程细指明通知期召开会议该时间根第(4)款须发出通知切实行范围快发出该款须视已获遵守
574 Persons entitled to receive notice of general meeting
(1) Notice of a general meeting of a company must be given to—
(a) every member of the company and
(b) every director
(2) In subsection (1) the reference to a member includes any person who is entitled to a share in consequence of the death or bankruptcy of a member if the company has been notified of that person’s entitlement
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles
(4) In the case of a listed company notice of a general meeting of the company must be given to every member not entitled to vote at the meeting at the same time and in the same manner as notice of the meeting is given to members who are so entitled
(5) A company is only required to comply with subsection (4) if the company is required to give notice of a general meeting of the company to members who are entitled to vote at the general meeting
(6) Despite subsection (4) if a meeting is called at any time by shorter notice than that specified in section 571(1) or in the company’s articles subsection (4) is to be regarded as having been complied with if the notice required to be given under that subsection is given as soon as practicable after that time
575 核数师发出成员会通知责
(1) 公司须某成员发出公司成员会通知关该成员会文件该成员发出该通知文件时须该公司核数师发出该通知文该文件文( 名核数师须名核数师送交文)
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
575 Duty to give notice of general meeting to auditor
(1) If notice of a general meeting of a company or any other document relating to the general meeting is required to be given to a member the company must give a copy of it to its auditor (if more than one auditor to each of them) at the same time as the notice or the other document is given to the member (Amended 35 of 2018 s 61)
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
576 成员会通知容
(1) 公司须确保公司成员会通知 ——
(a) 指明举行该成员会日期时间
(b) 指明举行该成员会点(该成员会22方举行指明举行该成员会会场举行该成员会会场)
(c) 述明该成员会处理事务概略性质
(d) (关通知属召开周年成员会通知)述明该成员会周年成员会
(e) (拟该成员会动议某决议) ——
(i) 包含该决议通知
(ii) (该公司非全资附属公司)包含附项陈述该陈述须载显示该决议目合理需资料解释( 话)
(2) 第(1)(a)(b)(c)款效力受关公司章程细条文规限
(3) 符合说明决议言第(1)(e)款适 ——
(a) 该决议通知已根第567(3)568(2)条包含成员会通知
(b) 该决议通知已根第615条发出
(4) 公司违反第(1)(e)款该公司名责均属犯罪处第3级罚款
(5) 决议公司成员会通第(1)(e)款遭违反影响该决议效性
(6) 关某决议效性普通法规衡法原条例条文受第(5)款影响
(7) 第(1)(e)款中 ——
全资附属公司 (wholly owned subsidiary)具第357(3)条予该词涵义
576 Contents of notice of general meeting
(1) A company must ensure that a notice of a general meeting of the company—
(a) specifies the date and time of the meeting
(b) specifies the place of the meeting (and if the meeting is to be held in 2 or more places the principal place of the meeting and the other place or places of the meeting)
(c) states the general nature of the business to be dealt with at the meeting
(d) in the case of a notice calling an annual general meeting states that the meeting is an annual general meeting and
(e) if a resolution is intended to be moved at the meeting—
(i) includes notice of the resolution and
(ii) (where the company is not a wholly owned subsidiary) includes or is accompanied by a statement containing the information and explanation if any that is reasonably necessary to indicate the purpose of the resolution
(2) Subsection (1)(a) (b) and (c) has effect subject to any provision of the company’s articles
(3) Subsection (1)(e) does not apply in relation to a resolution of which—
(a) notice has been included in the notice of meeting under section 567(3) or 568(2) or
(b) notice has been given under section 615
(4) If a company contravenes subsection (1)(e) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(5) The validity of a resolution if passed at a general meeting of a company is not affected by a contravention of subsection (1)(e)
(6) Subsection (5) does not affect any common law rules or equitable principles or the provisions of any other Ordinance as regards the validity of a resolution
(7) In subsection (1)(e)—
wholly owned subsidiary (全资附属公司) has the meaning given by section 357(3)
577 成员会通知须列明增加董事薪酬解释
(1) 非情况否公司成员会修订章程细藉该公司董事董事职位提供薪酬增加薪酬 ——
(a) 召开该会议通知书附该通知文件已列明提供薪酬增加薪酬充分解释
(b) 提供薪酬增加薪酬事已获项事宜关决议批准
(2) 条中 ——
薪酬 (emoluments)包括 ——
(a) 董事袍金佣金
(b) 开支津贴形式支付款项
(c) 根退休金计划该董事支付供款
(d) 关董事董事身分提供服务收取非现金利益
577 Explanation of improving director’s emoluments to be set out in notice of general meeting
(1) A company must not at a general meeting amend its articles so as to provide emoluments or improved emoluments for a director of the company in respect of the office as director unless—
(a) there is set out in the notice calling the meeting or in a document attached to the notice an adequate explanation of the provision and
(b) the provision is approved by a resolution not relating also to other matters
(2) In this section—
emoluments (薪酬) includes—
(a) fees and percentages
(b) any sums paid by way of expenses allowance
(c) any contribution paid in respect of the director under any pension scheme and
(d) any benefits received by the director otherwise than in cash in respect of the director’s services as director
578 需作特通知决议
(1) 条例条文规定须某会议动议某决议予特通知非该会议前少28日已关公司发出动议该决议意通知否该决议效
(2) 关公司须(切实行话)发出关会议通知时发出该通知样方式成员发出该决议通知
(3) 述做法非切实行关公司须关会议前少14日述方式成员发出关决议通知 ——
(a) 份香港广泛流通报章刊登广告
(b) 该公司章程细容许方式
(4) 拟动议关决议通知关公司发出会议该通知发出28日召开该通知然非规定时限发出须视已恰发出
578 Resolution requiring special notice
(1) If by any provision of this Ordinance special notice is required to be given of a resolution the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved
(2) The company must if practicable give its members notice of the resolution at the same time and in the same manner as it gives notice of the meeting
(3) If that is not practicable the company must give its members notice of the resolution at least 14 days before the meeting—
(a) by advertisement in a newspaper circulating generally in Hong Kong or
(b) in any other manner allowed by the company’s articles
(4) If after notice of the intention to move the resolution has been given to the company a meeting is called for a date 28 days or less after the notice has been given the notice is to be regarded as having been properly given though not given within the time required
579 意外漏发成员会决议通知
(1) 公司发出 ——
(a) 成员会通知
(b) 拟成员会动议决议通知
断定该成员会该决议通知否妥发出时意外遗漏权收通知发出通知事件权收通知没收通知事件均需理会
(2) 根第567568 616 条发出通知言外第(1)款效力受关公司章程细条文规限
579 Accidental omission to give notice of meeting or resolution
(1) If a company gives notice of—
(a) a general meeting or
(b) a resolution intended to be moved at a general meeting
any accidental omission to give notice to or any nonreceipt of notice by any person entitled to receive notice must be disregarded for the purpose of determining whether notice of the meeting or resolution is duly given
(2) Except in relation to notice given under section 567 568 or 616 subsection (1) has effect subject to any provision of the company’s articles
第6次分部 —— 成员陈述书
Subdivision 6—Members’ Statements
580 成员权力求传阅陈述书
(1) 公司成员求该公司权收成员会通知该公司成员传阅关 ——
(a) 该成员会处理某提出决议述事宜
(b) 该成员会处理事务
字数1 000字陈述书
(2) 然名成员 ——
(a) 第(1)(a)款述决议求公司传阅份述陈述书
(b) 第(1)(b)款述事务求公司传阅份述陈述书
(3) 公司收士提出传阅陈述书求须传阅该陈述书 ——
(a) 占全体相关表决权利成员总表决权少25成员
(b) 少50名相关表决权利成员
(4) 第(3)款中 ——
相关表决权利 (relevant right to vote)指 ——
(a) (关某提出决议述事宜陈述书言)关求关成员会该决议表决权利
(b) (陈述书言)关求关成员会表决权利
(5) 第(3)款指求 ——
(a) 采印形式电子形式送交关公司
(b) 须指出予传阅陈述书
(c) 须提出该求认证
(d) 须该求关成员会前少7日送抵该公司
580 Members’ power to request circulation of statement
(1) A member of a company may request the company to circulate to members of the company entitled to receive notice of a general meeting a statement of not more than 1 000 words with respect to—
(a) a matter mentioned in a proposed resolution to be dealt with at that meeting or
(b) other business to be dealt with at that meeting
(2) However each member may only request the company to circulate—
(a) one such statement with respect to the resolution mentioned in subsection (1)(a) and
(b) one such statement with respect to the other business mentioned in subsection (1)(b)
(3) A company is required to circulate the statement if it has received requests to do so from—
(a) members representing at least 25 of the total voting rights of all the members who have a relevant right to vote or
(b) at least 50 members who have a relevant right to vote
(4) In subsection (3)—
relevant right to vote (相关表决权利) means—
(a) in relation to a statement with respect to a matter mentioned in a proposed resolution a right to vote on that resolution at the meeting to which the requests relate and
(b) in relation to any other statement a right to vote at the meeting to which the requests relate
(5) A request under subsection (3)—
(a) may be sent to the company in hard copy form or in electronic form
(b) must identify the statement to be circulated
(c) must be authenticated by the person or persons making it and
(d) must be received by the company at least 7 days before the meeting to which it relates
581 公司责传阅成员陈述书
(1) 根第580条须传阅陈述书公司须 ——
(a) 发出关成员会通知样方式
(b) 发出该成员会通知时发出该通知合理切实行范围快
该陈述书文送交名权收该成员会通知公司成员
(2) 第(1)款效力受第582(2)583条规限
(3) 公司违反第(1)款该公司名责均属犯罪处第5级罚款
581 Company’s duty to circulate members’ statement
(1) A company that is required under section 580 to circulate a statement must send a copy of it to each member of the company entitled to receive notice of the meeting—
(a) in the same manner as the notice of the meeting and
(b) at the same time as or as soon as reasonably practicable after it gives notice of the meeting
(2) Subsection (1) has effect subject to sections 582(2) and 583
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
582 传阅成员陈述书费
(1) 情况求传阅关陈述书成员需支付关公司遵守第581条招致费 ——
(a) 关求关成员会该公司周年成员会
(b) 该公司时收足令该公司须传阅该陈述书求该公司发出该成员会通知时够送交该陈述书文
(2) 情况 ——
(a) 非关公司通决议议决求传阅关陈述书成员需支付该公司遵守第581条招致费否该成员须支付该费
(b) 非迟关成员会前7日该公司存放笔理足支付该公司遵守该条招致费款项该公司交出该笔款项否该公司须遵守该条(该公司先前已通决议议决求传阅关陈述书成员需支付该公司遵守该条招致费属例外)
582 Expenses of circulating members’ statement
(1) The expenses of the company in complying with section 581 need not be paid by the members who requested the circulation of the statement if—
(a) the meeting to which the requests relate is an annual general meeting of the company and
(b) requests sufficient to require the company to circulate the statement are received in time to enable the company to send a copy of the statement at the same time as it gives notice of the meeting
(2) Otherwise—
(a) the expenses of the company in complying with section 581 must be paid by the members who requested the circulation of the statement unless the company resolves otherwise and
(b) unless the company has previously so resolved it is not bound to comply with that section unless there is deposited with or tendered to it not later than 7 days before the meeting a sum reasonably sufficient to meet its expenses in doing so
583 求传阅成员陈述书申请
(1) 公司声称感受屈提出申请原讼法庭应申请信纳第580条赋予权利 ——
(a) 正滥
(b) 正带诽谤成分事宜取必宣传
该公司须根第581条传阅陈述书
(2) 某成员求传阅关陈述书原讼法庭命令支付公司该申请招致全部部分讼费非根第(1)款提出申请方然
583 Application not to circulate members’ statement
(1) A company is not required to circulate a statement under section 581 if on an application by the company or another person who claims to be aggrieved the Court is satisfied that the rights given by section 580 are—
(a) being abused or
(b) being used to secure needless publicity for defamatory matter
(2) The Court may order the members who requested the circulation of the statement to pay the whole or part of the company’s costs on an application under subsection (1) even if they are not parties to the application
第7次分部 —— 会议议事程序
Subdivision 7—Procedure at Meetings
584 22方举行成员会
(1) 公司令该公司身处方成员够成员会聆听发言表决科技22方举行成员会
(2) 第(1)款效力受关公司章程细条文规限
584 Meeting at 2 or more places
(1) A company may hold a general meeting at 2 or more places using any technology that enables the members of the company who are not together at the same place to listen speak and vote at the meeting
(2) Subsection (1) has effect subject to any provision of the company’s articles
585 成员会法定数
(1) 公司名成员该成员亲身出席委派代表出席构成该公司成员会法定数
(2) 述公司述成员法团体该成员透法团代表出席属构成该公司成员会法定数
(3) 第(1)款公司章程细条文规定外2名亲身出席委派代表出席成员构成该公司成员会法定数
(4) 关公司某成员法团体该成员透法团代表出席该成员须计入该公司成员会法定数
(5) 条中 ——
法团代表 (corporate representative)指根第606条获授权担关法团体代表
585 Quorum at meeting
(1) If a company has only one member that member present in person or by proxy is a quorum of a general meeting of the company
(2) If that member of the company is a body corporate that member present by its corporate representative is also a quorum of a general meeting of the company
(3) Subject to subsection (1) and the provisions of a company’s articles 2 members present in person or by proxy is a quorum of a general meeting of the company
(4) If a member of the company is a body corporate that member present by its corporate representative counts towards a quorum of a general meeting of the company
(5) In this section—
corporate representative (法团代表) means a person authorized under section 606 to act as the representative of the body corporate
586 成员会席
(1) 成员藉成员会通公司决议获推选该成员会席
(2) 关公司章程细中条文述明谁成席第(1)款受该条文规限
586 Chairperson of meeting
(1) A member may be elected to be the chairperson of a general meeting by a resolution of the company passed at the meeting
(2) Subsection (1) is subject to any provision of the company’s articles that states who may or who may not be chairperson
587 延期会议通决议
决议公司延期会议通该决议目言须视实际获通日期通视较早日期通
587 Resolution passed at adjourned meeting
If a resolution is passed at an adjourned meeting of a company the resolution is for all purposes to be regarded as having been passed on the date on which it was in fact passed and is not to be regarded as having been passed on any earlier date
第8次分部 —— 成员会表决
Subdivision 8—Voting at Meetings
588 表决般规
(1) 成员会举手方式某决议表决时 ——
(a) 名亲身出席成员均票
(b) 名亲身出席获权该决议表决成员妥委代表均票
(2) 某成员委名代表该等代表权举手方式关决议表决
(3) 成员会投票方式某决议表决时 ——
(a) 属股公司 ——
(i) 名亲身出席成员持股股份均票
(ii) 名亲身出席获某成员妥委代表该委关股股份均票 (2018年第35号第62条修订)
(b) 属股公司 ——
(i) 名亲身出席成员均票
(ii) 名亲身出席获权该决议表决成员妥委代表均票
(4) 第(1)(2)(3)款效力受关公司章程细条文规限
(5) 关公司股份信讬方式代该公司持该等股份持期间授予该公司成员会表决权利
588 General rules on votes
(1) On a vote on a resolution on a show of hands at a general meeting—
(a) every member present in person has one vote and
(b) every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote
(2) If a member appoints more than one proxy the proxies so appointed are not entitled to vote on the resolution on a show of hands
(3) On a vote on a resolution on a poll taken at a general meeting—
(a) in the case of a company having a share capital—
(i) every member present in person has one vote for each share held by him or her and
(ii) every proxy present who has been duly appointed by a member has one vote for each share in respect of which the proxy is appointed and (Amended 35 of 2018 s 62)
(b) in the case of a company not having a share capital—
(i) every member present in person has one vote and
(ii) every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote
(4) Subsections (1) (2) and (3) have effect subject to any provision of the company’s articles
(5) If any shares in a company are held in trust for the company those shares do not for so long as they are so held confer any right to vote at a general meeting of the company
589 股份联名持表决
(1) 某公司股份联名持言作出表决排名先持作出表决(该持妥授权代表作出表决)方该公司计算
(2) 条言股份持排名先关联名持关公司成员登记册排名次序断定
(3) 第(1)(2)款效力受关公司章程细条文规限
589 Votes of joint holders of shares
(1) In the case of joint holders of shares of a company only the vote of the most senior holder who votes (and any proxies duly authorized by the holder) may be counted by the company
(2) For the purposes of this section the seniority of a holder of a share is determined by the order in which the names of the joint holders appear in the register of members of the company
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles
590 席举手表决中作出宣布
(1) 成员会举手方式某决议表决席作出 ——
(a) 指该决议已获通未获通宣布
(b) 指该决议获特定数通宣布
该事实确证需证明录赞成反该决议票数目例
(2) 第618条记录会议议事纪录关关宣布记项该事实确证需加证明
(3) 第(1)款指宣布作出前作出时求投票方式关决议表决该求未撤回条具效力
590 Declaration by chairperson on show of hands
(1) On a vote on a resolution on a show of hands at a general meeting a declaration by the chairperson that the resolution—
(a) has or has not been passed or
(b) passed by a particular majority
is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution
(2) An entry in respect of the declaration in minutes of the meeting recorded in accordance with section 618 is also conclusive evidence of that fact without the proof
(3) This section does not have effect if a poll is demanded in respect of the resolution before or on the declaration under subsection (1) (and the demand is not subsequently withdrawn)
591 求投票表决权利
(1) 公司章程细条文排成员会求投票方式问题外问题表决权利 ——
(a) 选举该成员会席
(b) 该成员会延期
该条文属效
(2) 公司章程细条文令士成员会提出投票方式第(1)(a)(b)款指明问题外问题表决求效 ——
(a) 少5名权该成员会表决成员
(b) 占全体权该成员会表决成员总表决权少5名名成员
(c) 该成员会席
该条文属效
(3) 成员委代表公司成员会某事宜进行表决该委属予该代表授权该代表求联求投票方式该事宜表决
(4) 应第(2)款时某成员代表提出求 ——
(a) 第(2)(a)款言算作该成员提出求
(b) 第(2)(b)款言算作占该代表获授权行表决权成员提出求
591 Right to demand poll
(1) A provision of a company’s articles is void in so far as it would have the effect of excluding the right to demand a poll at a general meeting on any question other than—
(a) the election of the chairperson of the meeting or
(b) the adjournment of the meeting
(2) A provision of a company’s articles is void in so far as it would have the effect of making ineffective a demand for a poll at a general meeting on any question other than those specified in subsection (1)(a) and (b) which is made—
(a) by at least 5 members having the right to vote at the meeting
(b) by a member or members representing at least 5 of the total voting rights of all the members having the right to vote at the meeting or
(c) by the chairperson of the meeting
(3) The appointment of a proxy to vote on a matter at a general meeting of a company authorizes the proxy to demand or join in demanding a poll on that matter
(4) In applying subsection (2) a demand by a proxy counts—
(a) for the purposes of subsection (2)(a) as a demand by the member and
(b) for the purposes of subsection (2)(b) as a demand by a member representing the voting rights that the proxy is authorized to exercise
592 席责求投票表决
成员会举手表决结果宣布前时成员会席关公司收代表委书知举手表决结果会异投票表决结果该席须求投票表决
592 Chairperson’s duty to demand poll
If before or on the declaration of the result on a show of hands at a general meeting the chairperson of the meeting knows from the proxies received by the company that the result on a show of hands will be different from that on a poll the chairperson must demand a poll
593 投票表决
公司成员会投票表决时权投票成员投票该成员需 ——
(a) 票
(b) 方式投该成员票
593 Voting on poll
On a poll taken at a general meeting of a company a member entitled to more than one vote need not if the member votes—
(a) use all the votes or
(b) cast all the votes the member uses in the same way
594 公司责成员会会议议事纪录中记录投票结果
(1) 某项公司成员会投票方式表决定案决议言该公司须该成员会会议议事纪录中记录事宜 ——
(a) 投票结果
(b) 该决议投票总数
(c) 该决议赞成票数目
(d) 该决议反票数目
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
594 Company’s duty to record result of poll in minutes of general meeting
(1) In respect of a resolution decided on a poll taken at a general meeting of a company the company must record in the minutes of proceedings of the general meeting—
(a) the result of the poll
(b) the total number of votes that could be cast on the resolution
(c) the number of votes in favour of the resolution and
(d) the number of votes against the resolution
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
595 章程细中关决定表决权利条文订保留条文
次分部影响 ——
(a) 公司章程细中关事宜条文 ——
(i) 规定某某决议表决权利提出反须该等章程细提出
(ii) 该项反作出决定终定局
(b) 藉种理法律程序中质疑该决定
595 Saving for provisions of articles as to determination of entitlement to vote
Nothing in this Subdivision affects—
(a) any provision of a company’s articles—
(i) requiring an objection to a person’s entitlement to vote on a resolution to be made in accordance with the articles and
(ii) for the determination of the objection to be final and conclusive or
(b) the grounds on which such a determination may be questioned in legal proceedings
第9次分部 —— 代表法团代表
Subdivision 9—Proxies and Corporate Representatives
596 委代表权利
(1) 第(2)款规定外公司成员权委(该否该公司成员)代表代表该成员行权利︰出席该公司成员会成员会发言表决
(2) 担保限公司章程细规定代表须属该公司成员关公司章程细规定该公司成员委名成员代表
(3) 股公司成员委代表分代表该成员持委文书指明股份数目
596 Right to appoint proxy
(1) Subject to subsection (2) a member of a company is entitled to appoint another person (whether a member or not) as a proxy to exercise all or any of the member’s rights to attend and to speak and vote at a general meeting of the company
(2) In the case of a company limited by guarantee the company’s articles may require that a proxy must be a member of the company and if the company’s articles so require a member of the company may only appoint another member as a proxy
(3) In the case of a company having a share capital a member of the company may appoint separate proxies to represent respectively the number of the shares held by the member that is specified in their instruments of appointment
597 成员会通知须载关权利等陈述
(1) 公司须确保召开公司成员会通知合理显眼位置载项陈述告知成员 ——
(a) 第596(1)(3)条订权利
(b) 第596(2)条订规定
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
(3) 第(1)款遭违反影响关成员会效性该成员会作出事情效性
597 Notice of meeting to contain statement of rights etc
(1) A company must ensure that in a notice calling a general meeting of the company there must appear with reasonable prominence a statement informing the member of—
(a) the rights under section 596(1) and (3) and
(b) the requirement under section 596(2)
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(3) A contravention of subsection (1) does not affect the validity of the meeting or of anything done at the meeting
598 委代表等需通知
(1) 条适 ——
(a) 委代表
(b) 显示委代表效性需文件方式关委代表文件
(2) 公司章程细条文具效果范围属效︰规定关委书文件须时间前送抵该公司 ——
(a) (属成员会延期成员会)举行该成员会延期成员会时间前48时
(b) (求投票表决投票该求作出48时进行)指定投票表决时间前24时
(3) 计算第(2)款述期间时公众假期部分计算
598 Notice required of appointment of proxy etc
(1) This section applies to—
(a) the appointment of a proxy and
(b) any document necessary to show the validity of or otherwise relating to the appointment of a proxy
(2) A provision of the company’s articles is void in so far as it would have the effect of requiring the appointment or document to be received by the company or another person earlier than the following time—
(a) in the case of a general meeting or adjourned general meeting 48 hours before the time for holding the meeting or adjourned meeting
(b) in the case of a poll taken more than 48 hours after it was demanded 24 hours before the time appointed for the taking of the poll
(3) In calculating the periods mentioned in subsection (2) no account is to be taken of any part of a day that is a public holiday
599 电子形式送交关代表文件
(1) 公司发出文件中提供电子址 ——
(a) 关某成员会代表委文书
(b) 关该成员会委代表邀请书
须视已意关该成员会代表文件资料均该文书邀请书指明条件限制规限电子方式送交该址
(2) 第(1)款中关代表文件包括 ——
(a) 某成员会委代表委书
(b) 显示委代表效性需文件方式关委代表文件
(c) 终止代表权力通知
599 Sending documents relating to proxies in electronic form
(1) If a company has given an electronic address in—
(a) an instrument of proxy issued by the company in relation to a general meeting or
(b) an invitation to appoint a proxy issued by the company in relation to the meeting
it is to be regarded as having agreed that any document or information relating to proxies for that meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the instrument or invitation)
(2) In subsection (1) documents relating to proxies include—
(a) the appointment of a proxy in relation to a general meeting
(b) any document necessary to show the validity of or otherwise relating to the appointment of a proxy and
(c) notice of the termination of the authority of a proxy
600 公司倡议发出委代表邀请书
(1) 公司该公司某成员会目费成员发出邀请书邀请成员委名指明士某数目指明士代表该等邀请书全体权获送交该成员会通知委派代表该成员会表决成员发出限
(2) ——
(a) 应某成员求该成员发出指名关代表委表格发出愿意担代表名单
(b) 该表格名单应求提供予全体权委派代表关成员会表决成员
属违反第(1)款
(3) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
600 Companysponsored invitations to appoint proxies
(1) A company must not for the purposes of a general meeting of the company issue at its expense invitations to members to appoint as proxy a specified person or a number of specified persons unless the invitations are issued to all members entitled to be sent a notice of the meeting and to vote at the meeting by proxy
(2) Subsection (1) is not contravened if—
(a) there is issued to a member at that member’s request a form of appointment naming the proxy or a list of persons willing to act as proxy and
(b) the form or list is available on request to all members entitled to vote at the meeting by proxy
(3) If a company contravenes subsection (1) every responsible person of the company commits an offence and each is liable to a fine at level 3
601 关公司发出代表委文书规定
(1) 条适符合说明代表委文书︰某公司该公司某成员发出供该成员委代表出席该公司成员会该成员会表决
(2) 述代表委文书须关成员够意指示关代表项涉关成员会处理事务决议表决赞成表决反(没指示情况该等决议行该代表酌情决定权)
601 Requirement as to instrument of proxy issued by company
(1) This section applies to an instrument of proxy issued to a member of a company by the company for use by the member for appointing a proxy to attend and vote at a general meeting of the company
(2) The instrument of proxy must be such as to enable the member according to the member’s intention to instruct the proxy to vote in favour of or against (or in default of instructions to exercise the proxy’s discretion in respect of) each resolution dealing with any business to be transacted at the meeting
602 代表持成员会
(1) 代表藉某成员会通公司决议获推选该成员会席
(2) 关公司章程细中条文述明谁成席第(1)款受该条文规限
602 Chairing meeting by proxy
(1) A proxy may be elected to be the chairperson of a general meeting by a resolution of the company passed at the meeting
(2) Subsection (1) is subject to any provision of the company’s articles that states who may or who may not be chairperson
603 公司倡议代表责委文书指明方式表决
(1) 条适公司指名作代表该提名文书作出 ——
(a) 该公司发出关某成员会代表委文书
(b) 该公司发出关该成员会委代表邀请书
(2) 权关成员会表决成员妥委关代表该须第588条规限 ——
(a) 代表身分 ——
(i) 举手表决
(ii) 投票表决
(b) 该成员关代表委书中指明方式( 话)表决
(3) 2名2名权关成员会表决成员妥委关代表代表委书中指明表决方式 ——
(a) 第588(2)条规限该代表举手表决时须占获授权该成员会行总表决权半数名名成员指明方式表决
(b) 没半数该代表举手表决
(4) 明知意违反第(2)(3)款属犯罪处第3级罚款
603 Companysponsored proxy’s duty to vote in the way specified in appointment of proxy
(1) This section applies to a person who is named by a company as a proxy whether the nomination is made in—
(a) an instrument of proxy issued by the company in relation to a general meeting or
(b) an invitation to appoint a proxy issued by the company in relation to the meeting
(2) If the person has been duly appointed as a proxy by a member entitled to vote at the meeting that person must subject to section 588—
(a) vote as a proxy—
(i) on a show of hands or
(ii) on a poll and
(b) vote in the way specified (if any) by the member in the appointment of proxy
(3) If the person has been duly appointed as a proxy by 2 or more members entitled to vote at the meeting and the members specify different ways to vote in their appointment of proxy the proxy—
(a) must subject to section 588(2) vote on a show of hands in the way specified by the member or members representing a simple majority of the total voting rights that the proxy is authorized to exercise at the meeting and
(b) if there is no majority must not vote on a show of hands
(4) A person who knowingly and wilfully contravenes subsection (2) or (3) commits an offence and is liable to a fine at level 3
604 终止代表权力需通知
(1) 条适终止某代表身分行事权力通知(终止通知)
(2) 非成员会开始前关公司已收终止某代表身分行事权力终止通知否该项终止影响 ——
(a) 否法定数出席该成员会(决定该问题时该代表否已计算)
(b) 该作该成员会席作出事情效性
(c) 该该成员会求投票表决效性
(3) 非关公司 ——
(a) 作出关表决成员会延期成员会开始前收终止某代表身分行事权力终止通知
(b) (属求投票表决情况投票求作出48时进行)指定投票表决时间前收终止某代表身分行事权力终止通知
否该项终止影响该作出表决效性
(4) 关公司章程细规定容许成员非该公司某发出终止通知第(2)(3)款中提述收通知公司处犹提述(视情况需定)情况具效力 ——
(a) 该提述
(b) 该公司该提述
(5) 第(2)(3)款效力受关公司章程细中具效果条文规限︰规定终止通知须第(2)(3)款指明时间前某时间送抵该公司关
(6) 第(5)款受第(7)款规限
(7) 关公司章程细条文具效果范围属效︰规定终止通知须时间前送抵该公司 ——
(a) (属成员会延期成员会)举行该成员会延期成员会时间前48时
(b) (求投票表决投票该求作出48时进行)指定投票表决时间前24时
(8) 计算第(3)(b)(7)款述期间时公众假期部分计算
604 Notice required of termination of proxy’s authority
(1) This section applies to a notice that the authority of a person to act as proxy is terminated (notice of termination)
(2) The termination of the authority of a person to act as proxy does not affect—
(a) whether there is a quorum at a general meeting (irrespective of whether the proxy has been counted in deciding the question)
(b) the validity of anything the person does as chairperson of a general meeting or
(c) the validity of a poll demanded by the person at a general meeting
unless the company receives notice of the termination before the commencement of the meeting
(3) The termination of the authority of a person to act as proxy does not affect the validity of a vote given by that person unless the company receives notice of the termination—
(a) before the commencement of the meeting or adjourned meeting at which the vote is given or
(b) in the case of a poll taken more than 48 hours after it is demanded before the time appointed for the taking of the poll
(4) If the company’s articles require or permit members to give notice of termination to a person other than the company the references in subsections (2) and (3) to the company receiving notice have effect as if they were—
(a) references to that person or
(b) references to the company or that person
as the case requires
(5) Subsections (2) and (3) have effect subject to any provision of the company’s articles that has the effect of requiring notice of termination to be received by the company or another person at a time earlier than that specified in those subsections
(6) Subsection (5) is subject to subsection (7)
(7) A provision of the company’s articles is void in so far as it would have the effect of requiring notice of termination to be received by the company or another person earlier than the following time—
(a) in the case of a general meeting or adjourned general meeting 48 hours before the time for holding the meeting or adjourned meeting
(b) in the case of a poll taken more than 48 hours after it was demanded 24 hours before the time appointed for the taking of the poll
(8) In calculating the periods mentioned in subsections (3)(b) and (7) no account is to be taken of any part of a day that is a public holiday
605 成员亲身表决代表权力影响
(1) 股份委代表成员作出作该代表关决议具权力须视已撤销 ——
(a) 亲身出席决定该决议成员会
(b) 该决议行 ——
(i) 该等股份附表决权
(ii) (该公司没股)该成员权行表决权
(2) 效代表委书已权出席成员会成员会发言(举手投票方式)表决成员关公司交付已代表成员交付该成员然该成员会延期该成员会享出席发言表决权利
605 Effect of member’s voting in person on proxy’s authority
(1) A proxy’s authority in relation to a resolution is to be regarded as revoked if the member who has appointed the proxy—
(a) attends in person the general meeting at which the resolution is to be decided and
(b) exercises in relation to that resolution—
(i) the voting right attached to the shares in respect of which the proxy is appointed or
(ii) if the company does not have a share capital the voting right the member is entitled to exercise
(2) A member who is entitled to attend speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it even though a valid appointment of a proxy has been delivered to the company by or on behalf of that member
606 代表法团体出席会议
(1) 法团体藉董事治团体决议 ——
(a) (该法团体某公司成员)授权该法团体认合适代表出席该公司会议
(b) (该法团体某公司债权(包括债权证持))授权该法团体认合适代表出席 ——
(i) 根条例条文举行该公司债权会议
(ii) 根债权证信讬契文书条文举行该公司债权会议
(2) 根第(1)款获授权权代关法团体行权力等假该法团体关公司成员债权债权证持便够行权力
606 Representation of body corporate at meetings
(1) A body corporate may by resolution of its directors or other governing body—
(a) if it is a member of a company authorize any person it thinks fit to act as its representative at any meeting of the company and
(b) if it is a creditor (including a holder of debentures) of a company authorize any person it thinks fit to act as its representative at any meeting of any creditors of the company held under the provisions of—
(i) this Ordinance or
(ii) any debenture or trust deed or other instrument
(2) A person authorized under subsection (1) is entitled to exercise the same powers on behalf of the body corporate as that body corporate could exercise if it were an individual member creditor or holder of debentures of the company
607 代表认结算出席会议
(1) 证券期货条例(第571章)附表1第1部第1条指认结算身代名某公司成员授权名名该结算认合适代表出席该公司会议
(2) 根第(1)款获授权关授权书须指明获授权代表股份数目类
(3) 根第(1)款获授权权代述认结算(代名)行权力等假该结算(代名)关公司成员便够行权力
607 Representation of recognized clearing house at meetings
(1) A recognized clearing house within the meaning of section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571) may if it or its nominee is a member of a company authorize any person or persons it thinks fit to act as its representative or representatives at any meeting of the company
(2) If more than one person is authorized under subsection (1) the authorization must specify the number and class of shares in respect of which each person is so authorized
(3) A person authorized under subsection (1) is entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee) as that clearing house (or its nominee) could exercise if it were an individual member of the company
608 关章程细赋予更广泛权利保留条文
次分部阻止公司章程细成员代表赋予次分部赋予权利更广泛权利
608 Saving for more extensive rights given by articles
Nothing in this Subdivision prevents a company’s articles from giving more extensive rights to members or proxies than are given by this Subdivision
第10次分部 —— 周年成员会
Subdivision 10—Annual General Meetings
609 释义
次分部中 ——
会计参期 (accounting reference period)具第368条予该词涵义
609 Interpretation
In this Subdivision—
accounting reference period (会计参期) has the meaning given by section 368
610 举行周年成员会规定
(1) 第(2)(3)款规定外 ——
(a) 私公司担保限公司须财政年度会计参期(关财政年度参该限期决定)结束9月举行次成员会作周年成员会(该成员会该期间举行会议外会议)
(b) 公司须财政年度会计参期(关财政年度参该限期决定)结束6月举行次成员会作周年成员会(该成员会该期间举行会议外会议)
(2) 第(1)款述会计参期关公司首会计参期该参期超12月 ——
(a) 该公司属私公司担保限公司须 ——
(i) 该公司成立法团首周年日9月举行次成员会作周年成员会
(ii) 该会计参期结束3月举行次成员会作周年成员会
两者较迟者准
(b) 该公司属公司须 ——
(i) 该公司成立法团首周年日6月举行次成员会作周年成员会
(ii) 该会计参期结束3月举行次成员会作周年成员会
两者较迟者准 (2018年第35号第63条修订)
(3) 某公司已藉第371条指董事决议藉根该条交付处长通知缩短某会计参期 ——
(a) 该公司属私公司担保限公司须 ——
(i) 该缩短会计参期结束9月举行次成员会作周年成员会
(ii) 该董事决议日期3月举行次成员会作周年成员会
两者较迟者准
(b) 该公司属公司须 ——
(i) 该缩短会计参期结束6月举行次成员会作周年成员会
(ii) 该董事决议日期3月举行次成员会作周年成员会
两者较迟者准
(4) 第(1)(2)(3)款述私公司包括关财政年度时间属某公众公司附属公司私公司
(5) 情况容许某公司某财政年度举行周年成员会限期结束前提出申请原讼法庭理认延长该限期合适原讼法庭藉命令该限期延长段该命令中指明期间
(6) 情况容许某公司某财政年度举行周年成员会限期已根第(5)款延长该公司须延长限期举行成员会作周年成员会
(7) 公司违反第(1)(2)(3)(6)款原讼法庭应关公司成员申请 ——
(a) 召开指示召开该公司成员会
(b) 作出原讼法庭认合宜附带相应指示包括 ——
(i) 容召开举行进行该成员会方面该公司章程细施行予变通补充指示
(ii) 容该公司名成员亲身出席委派代表出席须视构成会议指示
(8) 原讼法庭指示外根第(7)款举行成员会须视关公司没条举行周年成员会财政年度举行周年成员会
(9) 公司违反第(1)(2)(3)(6)款违反根第(7)款作出指示该公司名责均属犯罪处第5级罚款
610 Requirement to hold annual general meeting
(1) Subject to subsections (2) and (3) a company must in respect of each financial year of the company hold a general meeting as its annual general meeting within the following period (in addition to any other meetings held during the period)—
(a) in the case of a private company or a company limited by guarantee 9 months after the end of its accounting reference period by reference to which the financial year is to be determined and
(b) in the case of any other company 6 months after the end of its accounting reference period by reference to which the financial year is to be determined
(2) If the accounting reference period mentioned in subsection (1) is the first accounting reference period of the company and is longer than 12 months the company must hold a general meeting as its annual general meeting within the following period—
(a) in the case of a private company or a company limited by guarantee—
(i) 9 months after the first anniversary of the company’s incorporation or
(ii) 3 months after the end of that accounting reference period
whichever is the later and
(b) in the case of any other company—
(i) 6 months after the first anniversary of the company’s incorporation or
(ii) 3 months after the end of that accounting reference period
whichever is the later (Amended 35 of 2018 s 63)
(3) If a company has by a directors’ resolution under section 371 or a notice delivered to the Registrar under that section shortened an accounting reference period the company must hold a general meeting as its annual general meeting within the following period—
(a) in the case of a private company or a company limited by guarantee—
(i) 9 months after the end of the shortened accounting reference period or
(ii) 3 months after the date of the directors’ resolution
whichever is the later and
(b) in the case of any other company—
(i) 6 months after the end of the shortened accounting reference period or
(ii) 3 months after the date of the directors’ resolution
whichever is the later
(4) A private company mentioned in subsections (1) (2) and (3) does not include a private company that is at any time during the financial year a subsidiary of a public company
(5) If for any reason the Court thinks fit to do so it may on an application made before the end of the period otherwise allowed for holding an annual general meeting in respect of a financial year of a company by order extend that period by a further period specified in the order
(6) If the period otherwise allowed for holding an annual general meeting in respect of a financial year of a company has been extended under subsection (5) the company must hold a general meeting as its annual general meeting within the period as so extended
(7) If a company contravenes subsection (1) (2) (3) or (6) the Court may on application by any member of the company—
(a) call or direct the calling of a general meeting of the company and
(b) give any ancillary or consequential directions that the Court thinks expedient including—
(i) a direction modifying or supplementing in relation to the calling holding and conducting of the meeting the operation of the company’s articles and
(ii) a direction that one member of the company present in person or by proxy is to be regarded as constituting a meeting
(8) Subject to any directions of the Court a general meeting held under subsection (7) is to be regarded as an annual general meeting of the company in respect of the financial year in respect of which the company has failed to hold an annual general meeting in accordance with this section
(9) If a company contravenes subsection (1) (2) (3) or (6) or contravenes a direction given under subsection (7) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
611 活动公司豁免举行周年成员会规定
(1) 公司属第5(1)条指活动公司第610条适该公司
(2) 述公司进行会计交易该会计交易日期起第(1)款具效力
611 Exemption of dormant company from requirement to hold annual general meeting
(1) Section 610 does not apply to a company that is a dormant company under section 5(1)
(2) If such a company enters into an accounting transaction subsection (1) ceases to have effect on and after the date of the accounting transaction
612 公司须举行周年成员会情况
(1) 情况公司须第610条举行周年成员会 ——
(a) 须拟该成员会(藉决议方式)作出事情均藉书面决议作出
(b) 款规定须根条例该成员会提交该公司省览交出份文件文均已该书面决议传阅日期日前名成员提供
(2) 公司情况须第610条举行周年成员会 ——
(a) 该公司名成员
(b) 说明均获符合 ——
(i) 该公司已藉第613(1)条通决议免举行该周年成员会
(ii) 该公司未根第614(1)条撤销该决议该公司然已根该条撤销该决议根第614(2)(b)条须举行周年成员会
(iii) 该公司没成员根第613(5)条求举行该周年成员会
612 Circumstances in which company not required to hold annual general meeting
(1) A company is not required to hold an annual general meeting in accordance with section 610 if—
(a) everything that is required or intended to be done at the meeting (by resolution or otherwise) is done by a written resolution and
(b) a copy of each document that under this Ordinance would otherwise be required to be laid before the company at the meeting or otherwise produced at the meeting is provided to each member on or before the circulation date of the written resolution
(2) A company is also not required to hold an annual general meeting in accordance with section 610 if—
(a) the company has only one member or
(b) all of the following are satisfied—
(i) the company has by resolution passed in accordance with section 613(1) dispensed with the holding of the annual general meeting
(ii) the company has not revoked the resolution under section 614(1) or the company has revoked the resolution under that section but is not required to hold an annual general meeting under section 614(2)(b)
(iii) no member of the company has required the holding of the annual general meeting under section 613(5)
613 免举行周年成员会
(1) 公司藉第(3)款通决议免第610条举行周年成员会
(2) 第(1)款述决议藉项书面决议通某成员会通
(3) 条例条文规定第(1)款述决议须获关公司符合说明成员通方视通 ——
(a) 该决议日期权该决议表决
(b) (属书面决议)该决议传阅日期权该决议表决
(4) 第(1)款指决议 ——
(a) (第610条指明某财政年度举行关公司周年成员会限期已届满)该财政年度具效力
(b) 影响没举行周年成员会已招致法律责
(5) 周年成员会非条规定须某限期某财政年度举行该成员会未举行关公司成员求该财政年度举行周年成员会该求须该限期结束前3月前藉该公司发出通知提出
(6) 第(5)款述通知须采印形式电子形式发出
(7) 第(5)款述通知发出第610条该通知关财政年度适
613 Dispensation with annual general meeting
(1) A company may by resolution passed in accordance with subsection (3) dispense with the holding of annual general meetings in accordance with section 610
(2) A resolution mentioned in subsection (1) may be passed by a written resolution or at a general meeting
(3) Despite any other provision of this Ordinance a resolution mentioned in subsection (1) is only to be regarded as passed if it has been passed by all members of the company who—
(a) are entitled to vote on the resolution on the date of the resolution or
(b) in the case of a written resolution are entitled to vote on the resolution on the circulation date of the resolution
(4) A resolution under subsection (1)—
(a) is not to have effect for the financial year in respect of which the period specified in section 610 for holding an annual general meeting of the company has expired and
(b) does not affect any liability already incurred by reason of default in holding an annual general meeting
(5) If an annual general meeting would be required to be held in respect of a financial year but for this section and the meeting has not been held any member of the company may by notice to the company not later than 3 months before the end of the period within which the company would be required to hold an annual general meeting in respect of that financial year but for this section require the holding of an annual general meeting in respect of that financial year
(6) A notice mentioned in subsection (5) must be given in hard copy form or in electronic form
(7) If a notice mentioned in subsection (5) is given section 610 applies in respect of the financial year to which the notice relates
614 撤销免周年成员会决议
(1) 公司藉通表明撤销项第613(1)条述决议普通决议撤销该项决议
(2) 第613(1)条述决议遭撤销原具效力关公司 ——
(a) 须第610条举行周年成员会
(b) 须某财政年度举行周年成员会(指非段须该决议具效力3月举行者)
(3) 关公司责根第613(5)条发出通知某财政年度举行周年成员会第(2)款影响该责
614 Revocation of resolution dispensing with annual general meeting
(1) A company may revoke a resolution mentioned in section 613(1) by passing an ordinary resolution to that effect
(2) If a resolution mentioned in section 613(1) is revoked or otherwise ceases to have effect the company—
(a) is required to hold an annual general meeting in accordance with section 610 but
(b) is not required to hold an annual general meeting in respect of a financial year that but for this paragraph would be required to be held within 3 months after the resolution ceases to have effect
(3) Subsection (2) does not affect any obligation of the company to hold an annual general meeting in respect of a financial year in accordance with a notice given under section 613(5)
615 成员权力求传阅周年成员会决议
(1) 公司根第610条须举行周年成员会该公司成员求该公司权收该周年成员会通知公司成员发出关该成员会恰动议拟该成员会动议决议通知
(2) 公司收成员求求发出某决议通知须发出该通知 ——
(a) 占全体权该求关周年成员会该决议表决成员总表决权少25公司成员
(b) 少50名权该求关周年成员会该决议表决成员
(3) 求 ——
(a) 采印形式电子形式送交关公司
(b) 须指出发出通知关决议
(c) 须提出该求认证
(d) 须时间送抵该公司 ——
(i) 该求关周年成员会举行前6星期前
(ii) (述时间送抵该公司话)该成员会通知发出时
615 Members’ power to request circulation of resolution for annual general meeting
(1) If a company is required to hold an annual general meeting under section 610 the members of the company may request the company to give to members of the company entitled to receive notice of the annual general meeting notice of a resolution that may properly be moved and is intended to be moved at that meeting
(2) A company must give notice of a resolution if it has received requests that it do so from—
(a) the members of the company representing at least 25 of the total voting rights of all the members who have a right to vote on the resolution at the annual general meeting to which the requests relate or
(b) at least 50 members who have a right to vote on the resolution at the annual general meeting to which the requests relate
(3) A request—
(a) may be sent to the company in hard copy form or in electronic form
(b) must identify the resolution of which notice is to be given
(c) must be authenticated by the person or persons making it and
(d) must be received by the company not later than—
(i) 6 weeks before the annual general meeting to which the requests relate or
(ii) if later the time at which notice is given of that meeting
616 公司责传阅周年成员会决议
(1) 根第615条须某决议发出通知公司须 ——
(a) 发出关周年成员会通知样方式
(b) 发出该成员会通知时发出该成员会通知合理切实行范围快
费该决议通知文送交名权收该成员会通知公司成员
(2) 某周年成员会处理事务包括已第(1)款发出通知关决议
(3) 第(2)款言意外遗漏名名成员发出通知该通知须视已第(1)款发出
(4) 公司违反第(1)款该公司名责均属犯罪处第5级罚款
616 Company’s duty to circulate resolution for annual general meeting
(1) A company that is required under section 615 to give notice of a resolution must send a copy of it at the company’s own expense to each member of the company entitled to receive notice of the annual general meeting—
(a) in the same manner as the notice of the meeting and
(b) at the same time as or as soon as reasonably practicable after it gives notice of the meeting
(2) The business that may be dealt with at an annual general meeting includes a resolution of which notice is given in accordance with subsection (1)
(3) For the purposes of subsection (2) notice is to be regarded as having been given in accordance with subsection (1) despite the accidental omission to give notice to one or more members
(4) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
第11次分部 —— 决议会议纪录
Subdivision 11—Records of Resolutions and Meetings
617 公司名成员时书面纪录
(1) 某公司名成员该成员作出符合说明决定 ——
(a) 该公司成员会作出
(b) 犹已获该公司成员会意情况具效力
条适
(2) 非关决定书面决议方式作出否关成员须作出该决定7日该公司提供该决定书面纪录
(3) 违反第(2)款属犯罪处第3级罚款
(4) 第(2)款遭违反影响该款述决定效性
617 Written record where company has only one member
(1) This section applies if a company has only one member and that member takes any decision that—
(a) may be taken by the company at a general meeting and
(b) has effect as if agreed by the company at a general meeting
(2) The member must unless the decision is taken by way of a written resolution provide the company with a written record of that decision within 7 days after the decision is made
(3) A person who contravenes subsection (2) commits an offence and is liable to a fine at level 3
(4) A contravention of subsection (2) does not affect the validity of any decision mentioned in that subsection
618 决议会议等纪录
(1) 公司须备存包含项纪录 ——
(a) 非成员会通成员决议文
(b) 成员会议事程序纪录
(c) 第617(2)条前身条例第116BC(1)条该公司提供书面纪录
(2) 公司须备存第(1)款指文议事程序纪录书面纪录少10年该期间关决议会议决定(视属情况定)日期起计
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
618 Records of resolutions and meetings etc
(1) A company must keep records comprising—
(a) copies of all resolutions of members passed otherwise than at general meetings
(b) minutes of all proceedings of general meetings and
(c) all written records provided to the company in accordance with section 116BC(1) of the predecessor Ordinance or section 617(2)
(2) A company must keep the copy minutes or written record under subsection (1) for at least 10 years from the date of the resolution meeting or decision as the case may be
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
619 须处备存纪录
(1) 公司须指明纪录备存 —— (2018年第35号第64条修订)
(a) 该公司注册办事处
(b) 某订明方
(2) 公司须指明纪录备存方通知处长该通知须符合指明格式须该指明纪录首次该方备存15日交付处长登记 (2018年第35号第64条修订)
(3) 指明纪录备存方更改(公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记 (2018年第35号第64条修订)
(4) 第(2)款规定公司情况指明纪录备存方通知处长 ——
(a) 条生效日期#日开始存指明纪录言——该指明纪录时刻备存该公司注册办事处
(b) 指明纪录属第618(1)条述决议文议事纪录书面纪录该生效日期#前开始存该指明纪录言 ——
(i) 紧接该生效日期#前该公司前身条例第119A条施行备存
(ii) 该生效日期#日第618条施行备存紧接该生效日期#前备存该指明纪录方 (2018年第35号第64条代)
(5) 公司违反第(1)(2)(3)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(6) 条中 ——
指明纪录 (specified record)指 ——
(a) 第481(1)条记录纪录：2018年公司(修订)(第2号)条例(2018年第35号)第64条生效日期*日举行董事会议议事程序纪录
(b) 第483(1)条记录决议：2018年公司(修订)(第2号)条例(2018年第35号)第64条生效日期*日董事举行会议情况通决议
(c) 第483(1)条述书面纪录：私公司唯董事2018年公司(修订)(第2号)条例(2018年第35号)第64条生效日期*日作出决定书面纪录
(d) 第618(1)条述决议文议事纪录书面纪录 (2018年第35号第64条增补)
订明 (prescribed)指根第657条订立规例订明
_____________________
编辑附注：
# 生效日期：2014年3月3日
* 生效日期：2019年2月1日
619 Place where records must be kept
(1) A company must keep a specified record at— (Amended 35 of 2018 s 64)
(a) the company’s registered office or
(b) a prescribed place
(2) A company must notify the Registrar of the place at which a specified record is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the specified record is first kept at that place (Amended 35 of 2018 s 64)
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which a specified record is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change (Amended 35 of 2018 s 64)
(4) Subsection (2) does not require a company to notify the Registrar of the place at which a specified record is kept if—
(a) for a specified record that came into existence on or after the commencement date# of this section—it has at all times been kept at the company’s registered office or
(b) for a specified record that is a copy of a resolution minutes or written record mentioned in section 618(1) which came into existence before that commencement date#—
(i) immediately before that commencement date# the company kept the specified record for the purposes of section 119A of the predecessor Ordinance and
(ii) on and after that commencement date# the specified record is kept for the purposes of section 618 at the place at which it was kept immediately before that commencement date# (Replaced 35 of 2018 s 64)
(5) If a company contravenes subsection (1) (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(6) In this section—
prescribed (订明) means prescribed by regulations made under section 657 (Amended 35 of 2018 s 64)
specified record (指明纪录) means—
(a) the minutes recorded in accordance with section 481(1) of proceedings at a meeting of directors held on or after the commencement date* of section 64 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018)
(b) the resolutions passed by directors without a meeting on or after the commencement date* of section 64 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) and recorded in accordance with section 481(1)
(c) the written record mentioned in section 483(1) of a decision taken by the sole director of a private company on or after the commencement date* of section 64 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) or
(d) the copy of a resolution minutes or written record mentioned in section 618(1) (Added 35 of 2018 s 64)
_____________________
Editorial Note
# Commencement date 3 March 2014
* Commencement date 1 February 2019
620 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司根第618条备存纪录
(2) 关公司成员提出求缴付订明费权根第657条订立规例获提供述纪录文
(3) 条中 ——
订明 (prescribed)指根第657条订立规例订明
620 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect in accordance with regulations made under section 657 the records kept by the company under section 618
(2) A member of the company is entitled on request and on payment of a prescribed fee to be provided with a copy of any of those records in accordance with regulations made under section 657
(3) In this section—
prescribed (订明) means prescribed by regulations made under section 657
621 纪录作决议等证
(1) 非成员会通成员决议纪录根第618(1)(a)条备存该纪录关公司董事公司秘书签署 ——
(a) 该纪录该决议获通证
(b) 相反证明成立前条例中关该等议事程序规定须视已获遵守
(2) 根第618(1)(b)条备存成员会议事程序纪录该成员会席签署次成员会席签署该纪录该等议事程序证 (2018年第35号第65条修订)
(3) 公司某成员会议事程序根第(2)款藉纪录证明相反证明成立前 —— (2018年第35号第65条修订)
(a) 该成员会须视已妥举行召开
(b) 该成员会切议事程序均须视已妥进行
(c) 该成员会作出委均须视效
(4) 公司名成员该成员第617(2)条该公司提供份关某决定书面纪录该纪录该成员已作出该决定充分证
621 Records as evidence of resolutions etc
(1) If the record of a resolution of members passed otherwise than at a general meeting is kept under section 618(1)(a) and purports to be signed by a director of the company or company secretary of the company then—
(a) the record is evidence of the passing of the resolution and
(b) until the contrary is proved the requirements of this Ordinance with respect to those proceedings are to be regarded as having been complied with
(2) The minutes of proceedings of a general meeting kept under section 618(1)(b) if purporting to be signed by the chairperson of that meeting or by the chairperson of the next general meeting are evidence of the proceedings (Amended 35 of 2018 s 65)
(3) If the proceedings of a general meeting of a company are evidenced by minutes under subsection (2) then until the contrary is proved— (Amended 35 of 2018 s 65)
(a) the meeting is to be regarded as having been duly held and convened
(b) all proceedings at the meeting are to be regarded as having duly taken place and
(c) all appointments made at the meeting are to be regarded as valid
(4) If a company has only one member and that member provides the company with a written record of a decision in accordance with section 617(2) the record is sufficient evidence of the decision having been taken by the member
622 某决议等注册关某决议等规定
(1) 条适 ——
(a) 特决议根第107770条通更改公司名称特决议外
(b) 符合说明决议：该决议已获公司全体成员意该决议非获意非特决议方式通否身目言属效
(c) 符合说明决议协议：该决议协议已获某类全体成员意该决议协议非获意非获特定半数成员通某种特定方式通否身目言属效
(d) 然未获属某类成员意实际约束该等成员决议协议
(e) 第359(1)(b)(iii)条目予意构成协议
(f) 第360(1)(a)(2)(a)条目通决议 (2018年第35号第66条修订)
(g) 根第613条获通决议
(h) 根公司(清盘杂项条文)条例(第32章)第228(1)(a)条通项规定某公司须发清盘决议
(i) 更改公司章程细中事宜条文(指该等章程细明文批准藉普通决议更改者)决议
(j) 原讼法庭更改某公司章程细命令根第96条该命令文须交付予处长
(k) 原讼法庭更改(a)(b)(c)(d)(e)(f)(g)(h)(i)段提述决议协议命令
(2) 关公司须第(1)(k)款指命令作出15日关决议通15日关协议订立15日该命令决议协议文交付处长登记
(3) 关公司须确保时效决议协议原讼法庭命令文收录附录(视属情况定) ——
(a) 份该决议通发出章程细
(b) 份该协议订立该原讼法庭命令作出发出章程细
(4) 原公司章程细未根条例旧公司条例注册第(3)款适该公司
(5) 关公司原公司章程细未根条例旧公司条例注册该公司须应成员求免费该成员送交时效决议协议原讼法庭命令文
(6) 关决议协议非书面作出第(2)(3)(5)款中提述该决议协议文处须解释列出该决议协议条款书面备忘录
(7) 公司违反第(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(8) 公司违反第(3)(5)款该公司名责均属犯罪处第3级罚款
(9) 第(7)(8)款言公司清盘时清盘须视该公司高级员
622 Registration of and requirements relating to certain resolutions etc
(1) This section applies to—
(a) a special resolution other than a special resolution to change the name of a company passed under section 107 or 770
(b) a resolution agreed to by all the members of a company that if not so agreed to would not have been effective for its purpose unless passed as a special resolution
(c) a resolution or agreement agreed to by all the members of a class that if not so agreed to would not have been effective for its purpose unless passed by some particular majority or otherwise in some particular manner
(d) a resolution or agreement that effectively binds all the members of a class though not agreed to by all those members
(e) an agreement made for the purposes of section 359(1)(b)(iii)
(f) a resolution passed for the purposes of section 360(1)(a) and (2)(a) (Amended 35 of 2018 s 66)
(g) a resolution passed under section 613
(h) a resolution requiring a company to be wound up voluntarily passed under section 228(1)(a) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(i) a resolution varying any matter or provision in the articles of a company that is expressly authorized by the articles to be varied by ordinary resolution
(j) an order of the Court (which alters a company’s articles) a copy of which is required to be delivered to the Registrar under section 96 and
(k) an order of the Court which alters a resolution or an agreement referred to in paragraph (a) (b) (c) (d) (e) (f) (g) (h) or (i)
(2) The company must deliver a copy of the order under subsection (1)(k) resolution or agreement to the Registrar for registration within 15 days after it is made or passed
(3) The company must ensure that a copy of the resolution agreement or order of the Court that is for the time being in force is included in or annexed to every copy of the articles issued as the case may be—
(a) after the passing of the resolution or
(b) after the making of the agreement or the order of the Court
(4) Subsection (3) does not apply to an existing company whose articles have not been registered under this Ordinance or any former Companies Ordinance
(5) If the company is an existing company whose articles have not been registered under this Ordinance or any former Companies Ordinance the company must send a copy of the resolution agreement or order of the Court that is for the time being in force to any member at that member’s request without charge
(6) If the resolution or agreement is not in writing a reference to a copy of the resolution or agreement in subsections (2) (3) and (5) is to be construed as a written memorandum setting out the terms of the resolution or agreement
(7) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(8) If a company contravenes subsection (3) or (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(9) For the purposes of subsections (7) and (8) a liquidator or provisional liquidator of the company is to be regarded as an officer of the company
第12次分部 —— 某类成员会议适范围
Subdivision 12—Application to Class Meetings
623 股公司某类股份股份持会议适范围
(1) 第(2)(3)款规定外分部(第10次分部外)必需变通某类公司股份股份持会议适分部成员会适
(2) 第566567568570575条某类公司股份股份持会议适
(3) 第(2)款述条文外第585591条关更改某类股份附带权利会议(更改某类股份权利会议)适
(4) 更改某类股份权利会议法定数 ——
(a) (非属延期会议)2名合持少三分关类股份股份持总表决权亲身出席委派代表出席会议
(b) (属延期会议)名持属该类股份亲身出席委派代表出席会议
(5) 第(4)款言委派代表出席该代表获授权某股份行表决权该须视持该等股份
(6) 更改某类股份权利会议中亲身出席委派代表出席属该类股份股份持求投票方式表决
(7) 条言 ——
(a) 修订公司章程细条文更改某类股份附带权利该等条文加插章程细均须视更改该等权利
(b) 提述更改某类股份附带权利包括废止该等权利
623 Application to class meetings of companies with share capital
(1) Subject to subsections (2) and (3) this Division (except Subdivision 10) applies with necessary modifications in relation to a meeting of holders of shares in a class of a company’s shares as it applies in relation to a general meeting
(2) Sections 566 567 568 570 and 575 do not apply in relation to a meeting of holders of shares in a class of a company’s shares
(3) In addition to those sections mentioned in subsection (2) sections 585 and 591 do not apply in relation to a meeting in connection with the variation of the rights attached to shares in a class (variation of class rights meeting)
(4) The quorum for a variation of class rights meeting is—
(a) in the case of a meeting other than an adjourned meeting 2 persons present in person or by proxy together holding at least onethird of the total voting rights of holders of shares in the class and
(b) in the case of an adjourned meeting one person present in person or by proxy holding any shares in the class
(5) For the purposes of subsection (4) if a person is present by proxy that person is to be regarded as holding only the shares in respect of which the proxy is authorized to exercise voting rights
(6) At a variation of class rights meeting any holder of shares in the class who is present in person or by proxy may demand a poll
(7) For the purposes of this section—
(a) any amendment of a provision in a company’s articles for the variation of the rights attached to shares in a class or the insertion of such a provision into the articles is itself to be regarded as a variation of those rights and
(b) a reference to the variation of the rights attached to shares in a class includes the abrogation of those rights
624 股公司某类成员会议适范围
(1) 第(2)(3)款规定外分部(第10次分部外)必需变通公司某类成员会议适分部成员会适
(2) 第566567568570575条某类成员会议适
(3) 第(2)款述条文外第585591条关更改某类成员权利会议(更改某类成员权利会议)适
(4) 更改某类成员权利会议法定数 ——
(a) (非属延期会议)2名合占少三分关类成员总表决权成员亲身出席委派代表出席会议
(b) (属延期会议)名属该类成员亲身出席委派代表出席会议
(5) 更改某类成员权利会议中亲身出席委派代表出席成员求投票方式表决
(6) 条言 ——
(a) 修订公司章程细条文更改某类成员权利该等条文加插章程细均须视作更改该等权利
(b) 提述更改某类成员权利包括废止该等权利
624 Application to class meetings of companies without share capital
(1) Subject to subsections (2) and (3) this Division (except Subdivision 10) applies with necessary modifications in relation to a meeting of a class of members of a company without a share capital as it applies in relation to a general meeting
(2) Sections 566 567 568 570 and 575 do not apply in relation to a meeting of a class of members
(3) In addition to those sections mentioned in subsection (2) sections 585 and 591 do not apply in relation to a meeting in connection with the variation of the rights of a class of members (variation of class rights meeting)
(4) The quorum for a variation of class rights meeting is—
(a) in the case of a meeting other than an adjourned meeting 2 members of the class present in person or by proxy together representing at least onethird of the total voting rights of members of the class and
(b) in the case of an adjourned meeting one member of the class present (in person or by proxy)
(5) At a variation of class rights meeting any member present in person or by proxy may demand a poll
(6) For the purposes of this section—
(a) any amendment of a provision in a company’s articles for the variation of the rights of a class of members or the insertion of such a provision into the articles is itself to be regarded as a variation of those rights and
(b) a reference to the variation of the rights of a class of members includes the abrogation of those rights
第2分部 —— 登记册(重控制登记册外)
(2018年第3号第3条修订)
Division 2—Registers (other than Register of Significant Controllers)
(Amended 3 of 2018 s 3)
第1次分部 —— 导言
Subdivision 1—Preliminary
625 释义
部中 ——
订明 (prescribed)指根第657条订立规例订明
625 Interpretation
In this Division—
prescribed (订明) means prescribed by regulations made under section 657
第2次分部 —— 成员登记册
Subdivision 2—Register of Members
626 释义
次分部中 ——
登记支册 (branch register)第640条外指根第636条备存成员登记支册
626 Interpretation
In this Subdivision—
branch register (登记支册) means except in section 640 a branch register of members kept under section 636
627 成员登记册
(1) 公司须备存份采中文英文成员登记册
(2) 公司须详情记入成员登记册 ——
(a) 成员姓名名称址
(b) 记入该登记册成成员日期
(c) 成员日期
(3) 股公司须述明事宜陈述连关成员姓名名称址记入成员登记册 ——
(a) 名成员持股份该等股份号码须号码股份加识
(b) 已名成员股份缴付款额获意视已名成员股份缴付款额
(4) 公司须收关第(2)(3)款规定详情通知2月关详情记入成员登记册
(5) 第(2)(c)款述某日期成员登记册该日期关该记项该日期起计10年限期结束予销毁
(6) 公司须保留紧接第(5)款生效日期#前列入成员登记册细节文直关成员成员10年止
(7) 公司违反第(1)(4)(6)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
627 Register of members
(1) A company must keep in the English or Chinese language a register of members
(2) A company must enter in the register of members—
(a) the names and addresses of its members
(b) the date on which each person is entered in the register as a member and
(c) the date on which any person ceases to be a member
(3) In the case of a company having a share capital the company must enter in the register of members with the names and addresses of the members a statement of—
(a) the shares held by each member distinguishing each share by its number so long as the share has a number and
(b) the amount paid or agreed to be considered as paid on the shares of each member
(4) A company must enter in the register of members the particulars required under subsections (2) and (3) within 2 months after the company has received notice of the particulars concerned
(5) In the case of a person mentioned in subsection (2)(c) all entries in the register relating to that person on the date on which the person ceased to be a member may be destroyed after the end of a period of 10 years from that date
(6) A company must retain a copy of any details that were included in the register of members immediately before the commencement date# of subsection (5) until 10 years after the member concerned ceased to be a member
(7) If a company contravenes subsection (1) (4) or (6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
628 须处备存登记册
(1) 公司须成员登记册备存 ——
(a) 该公司注册办事处
(b) 某订明方
(2) 公司须成员登记册备存方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(3) 成员登记册备存方更改(公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(4) 第(2)款规定公司情况成员登记册备存方通知处长 ——
(a) 条生效日期#日开始存登记册言该登记册时刻备存该公司注册办事处
(b) ——
(i) 紧接该生效日期#前该公司前身条例第95条施行备存某登记册
(ii) 该生效日期#日该登记册第627条施行备存紧接该生效日期#前备存该登记册方作成员登记册
(5) 公司违反第(1)(2)(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
628 Place where register must be kept
(1) A company must keep its register of members at—
(a) the company’s registered office or
(b) a prescribed place
(2) A company must notify the Registrar of the place at which the register of members is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of members is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change
(4) Subsection (2) does not require a company to notify the Registrar of the place at which the register of members is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this section it has at all times been kept at the company’s registered office or
(b) if—
(i) immediately before that commencement date# the company kept a register for the purposes of section 95 of the predecessor Ordinance and
(ii) on and after that commencement date# that register is kept as a register of members for the purposes of section 627 at the place at which it was kept immediately before that commencement date#
(5) If a company contravenes subsection (1) (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
629 公司名成员陈述
(1) 某某公司成员该公司成员数减该成员事根第627(2)(c)条记入成员登记册日期15日该公司须事项记入该登记册 ——
(a) 项述明该公司名成员陈述
(b) 该公司成名成员公司日期
(2) 某公司成员数增加22新成员详情根第627(2)条记入成员登记册日期15日该公司须事项记入该登记册 ——
(a) 项述明该公司名成员陈述
(b) 该情况发生日期
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
629 Statement that company has only one member
(1) If after a person ceases to be a member of a company the number of members of the company falls to one the company must within 15 days after the date on which the cessation is entered in its register of members under section 627(2)(c) enter in the register—
(a) a statement that it has only one member and
(b) the date on which it became a company having only one member
(2) If the membership of a company increases from one to 2 or more members the company must within 15 days after the date on which the particulars of the new member are entered in its register of members under section 627(2) enter in the register—
(a) a statement that it has ceased to have only one member and
(b) the date on which that event occurred
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
630 成员索引
(1) 公司超50名成员非成员登记册采形式身已具备索引功否该公司须备存公司成员姓名名称索引
(2) 关公司须成员登记册更改日期15日关索引作出必需更改
(3) 关公司须确保关索引名成员载足够标示轻易找登记册关该成员记述
(4) 关公司须关索引时刻备存备存成员登记册方
(5) 公司违反第(1)(2)(3)(4)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
630 Index of members
(1) A company having more than 50 members must keep an index of the names of the members of the company unless its register of members is in a form that constitutes in itself an index
(2) The company must make any necessary alteration in the index within 15 days after the date on which any alteration is made in its register of members
(3) The company must ensure that the index contains in respect of each member a sufficient indication to enable the account of that member in the register to be readily found
(4) The company must keep the index at the same place as its register of members at all times
(5) If a company contravenes subsection (1) (2) (3) or (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
631 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司成员登记册成员姓名名称索引
(2) 订明方式提出求缴付订明费均权根第657条订立规例查阅述登记册索引
(3) 提出求缴付订明费均权根第657条订立规例获提供述登记册索引(部分)文
631 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect the register of members of the company and the index of members’ names in accordance with regulations made under section 657
(2) Any other person is entitled on request made in the prescribed manner and on payment of a prescribed fee to inspect the register and index in accordance with regulations made under section 657
(3) A person is entitled on request and on payment of a prescribed fee to be provided with a copy of the register or index or any part of it in accordance with regulations made under section 657
632 闭封成员登记册权力
(1) 公司第(2)款发出通知成员登记册该登记册关持类股份成员部分闭封段段期间年中闭封期合计超30日
(2) 第(1)款指通知 ——
(a) 市公司发出 ——
(i) 须适关证券市场市规发出
(ii) 须藉份香港广泛流通报章广告发出
(b) 公司发出须藉份香港广泛流通报章广告发出
(3) 年言第(1)款述30日期间藉该年通公司成员决议予延长
(4) 第(1)款述30日期间年度延长段超30日额外期间段合计超30日额外期间
(5) 寻求查阅根条闭封登记册登记册部分该提出求关公司须应关求提供该公司公司秘书签署证明书述明该登记册该登记册部分闭封期间述明谁授权闭封
(6) 公司违反第(5)款该公司名责均属犯罪处第3级罚款
632 Power to close register of members
(1) A company may on giving notice in accordance with subsection (2) close its register of members or the part of it relating to members holding shares of any class for any period or periods not exceeding in the whole 30 days in each year
(2) A notice for the purposes of subsection (1)—
(a) if the company is a listed company must be given—
(i) in accordance with the listing rules applicable to the stock market or
(ii) by advertisement in a newspaper circulating generally in Hong Kong and
(b) in the case of any other company must be given by advertisement in a newspaper circulating generally in Hong Kong
(3) The period of 30 days mentioned in subsection (1) may be extended in respect of any year by a resolution of the company’s members passed in that year
(4) The period of 30 days mentioned in subsection (1) must not be extended for a further period or periods exceeding 30 days in the whole in any year
(5) A company must on demand provide any person seeking to inspect a register or part of a register that is closed under this section with a certificate signed by the company secretary of the company stating the period for which and by whose authority it is closed
(6) If a company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
633 原讼法庭更正登记册权力
(1) ——
(a) 姓名名称充分记入某公司成员登记册某公司成员登记册略
(b) 已成员事没记入该登记册该事记入该登记册事出现必延迟
感受屈该公司成员该公司均原讼法庭申请求更正该登记册
(2) 根第(1)款提出申请原讼法庭 ——
(a) 拒绝批准该申请
(b) 符合第167条规定命令更正关登记册命令关公司感受屈方支付该方蒙受损害赔偿
(3) 符合第167条规定原讼法庭应第(1)款指申请 ——
(a) 关(该须属求该姓名名称记入登记册登记册略申请方)权问题作出判决该问题 ——
(i) 成员间指称成员间产生
(ii) 成员指称成员公司间产生
(b) 概括更正该登记册属必需予决定宜予决定问题作出判决
(4) 条例规定公司须关成员详情交付处长登记原讼法庭作出更正登记册命令时须藉命令指示该公司处长发出关该项更正通知
633 Power of Court to rectify register
(1) If—
(a) the name of any person is without sufficient cause entered in or omitted from the register of members of a company or
(b) default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member
a person aggrieved or any member of the company or the company may apply to the Court for rectification of the register
(2) If an application is made under subsection (1) the Court may—
(a) refuse the application or
(b) subject to section 167 order rectification of the register and payment by the company of any damages sustained by any party aggrieved
(3) Subject to section 167 on an application under subsection (1) the Court—
(a) may decide any question relating to the title of any person who is a party to the application to have the person’s name entered in or omitted from the register whether the question arises—
(i) between members or alleged members or
(ii) between members or alleged members on the one hand and the company on the other hand and
(b) generally may decide any question necessary or expedient to be decided for rectification of the register
(4) In the case of a company required by this Ordinance to deliver particulars relating to its members to the Registrar for registration the Court when making an order for rectification of the register must by its order direct notice of the rectification to be given to the Registrar
634 信讬记入登记册
关明订隐含法律构定信讬通知均 ——
(a) 记入关公司成员登记册
(b) 获处长接收
634 Trusts not to be entered in register
No notice of any trust (whether expressed implied or constructive) may be—
(a) entered in the register of members of a company or
(b) receivable by the Registrar
635 没相反证登记册证明
没相反证情况成员登记册属条例规定准许加入该登记册事宜证明
635 Register to be proof in the absence of contrary evidence
In the absence of evidence to the contrary the register of members is proof of any matters that are by this Ordinance required or authorized to be inserted in it
636 成员登记支册
(1) 股公司章程细批准香港外方备存该公司居成员登记支册该公司备存该登记支册
(2) 开始备存登记支册公司须行事15日符合指明格式通知交付处长登记该通知须述明备存该登记支册址
(3) 备存登记支册公司须备存该登记支册址更改15日更改该址事符合指明格式通知交付处长登记
(4) 公司违反第(2)(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
636 Branch register of members
(1) A company having a share capital may keep in a place outside Hong Kong a branch register of its members resident there if it is authorized to do so by its articles
(2) A company that begins to keep a branch register must deliver to the Registrar for registration a notice in the specified form within 15 days after doing so stating the address where the branch register is kept
(3) A company that keeps a branch register must deliver to the Registrar for registration a notice in the specified form of any change in the address where the branch register is kept within 15 days after the change
(4) If a company contravenes subsection (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
637 备存登记支册
(1) 登记支册备存方式须等条例规定备存关公司成员登记册(登记册)方式
(2) 某方备存登记支册公司根第632条闭封关登记册样方式闭封该登记支册该条述广告须该方广泛流通报章刊登
(3) 备存登记支册公司须 ——
(a) 安排备存该公司登记册方备存该登记支册复
(b) 该登记支册作出记项15日 ——
(i) 该记项文传转注册办事处
(ii) 更新该登记支册复
(4) 条例目言登记支册复须视登记册部分
(5) 条例条文规限公司藉章程细备存登记支册事宜订立认合适条文
(6) 公司违反第(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
637 Keeping of branch register
(1) A branch register must be kept in the same manner in which the company’s register of members (the principal register) is by this Ordinance required to be kept
(2) A company that keeps a branch register may close it in the same manner in which the principal register may be closed under section 632 except that the advertisement mentioned in that section must be inserted in a newspaper circulating generally in the place in which the branch register is kept
(3) A company that keeps a branch register—
(a) must cause a duplicate of it to be kept at the place at which the company’s principal register is kept and
(b) must within 15 days after an entry is made in the branch register—
(i) transmit a copy of the entry to its registered office and
(ii) update the duplicate of the branch register
(4) A duplicate of a branch register is to be regarded for all the purposes of this Ordinance as part of the principal register
(5) Subject to the provisions of this Ordinance a company may by its articles make any provision that it thinks fit respecting the keeping of branch registers
(6) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
638 登记支册登记股份交易
(1) 某公司登记支册登记股份须该公司成员登记册登记股份区分
(2) 关某登记支册登记股份交易该项登记持续效期间登记册登记
638 Transactions in shares registered in branch register
(1) The shares registered in a branch register of a company must be distinguished from those registered in the company’s register of members
(2) No transaction with respect to any shares registered in a branch register may during the continuance of that registration be registered in any other register
639 中止登记支册
(1) 公司中止登记支册
(2) 某公司中止登记支册该登记支册记项均须转移 ——
(a) 该公司香港外方备存登记支册
(b) 该公司成员登记册
(3) 某公司中止登记支册该公司须行事15日符合指明格式通知交付处长登记告知处长事项 ——
(a) 中止该登记支册
(b) 记项转移登记册
(4) 公司违反第(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
639 Discontinuance of branch register
(1) A company may discontinue a branch register
(2) If a company discontinues a branch register all the entries in that register must be transferred to—
(a) some other branch register kept in the same place outside Hong Kong by the company or
(b) the company’s register of members
(3) If a company discontinues a branch register it must within 15 days after the discontinuance deliver to the Registrar for registration a notice in the specified form informing the Registrar of—
(a) the discontinuance and
(b) the register to which all the entries have been transferred
(4) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
640 关非香港公司香港备存登记支册条文
根香港外方施行法律成立法团公司根该等法律权香港备存居香港成员登记支册财政司司长藉命令作出容指示 ——
(a) 该等登记支册须备存该命令指明某香港方
(b) 该命令指明变通适应性修改规限第631633条适该等香港备存登记支册该等登记支册适该等条文适成员登记册成员登记册适
640 Provisions as to branch registers of nonHong Kong companies kept in Hong Kong
If under the law in force in any place outside Hong Kong companies incorporated under that law have power to keep in Hong Kong branch registers of their members resident in Hong Kong the Financial Secretary may by order direct that—
(a) those branch registers must be kept at a place in Hong Kong as specified in the order
(b) sections 631 and 633 subject to any modifications and adaptations specified in the order apply to and in relation to those branch registers kept in Hong Kong as they apply to and in relation to the registers of members
第3次分部 —— 董事登记册
Subdivision 3—Register of Directors
641 董事登记册
(1) 公司须备存份采中文英文董事登记册
(2) 第56(5)(6)(a)(7)(a)条规定外公司须名属该公司董事备董事(话)需详情(第643条指明者)记入董事登记册
(3) 公司须董事登记册备存 ——
(a) 该公司注册办事处
(b) 某订明方
(4) 公司须董事登记册备存方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(5) 董事登记册备存方更改(公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(6) 第(4)款规定公司情况董事登记册备存方通知处长 ——
(a) 条生效日期#日开始存登记册言该登记册时刻备存该公司注册办事处
(b) ——
(i) 紧接该生效日期#前该公司前身条例第158条施行备存某登记册
(ii) 该生效日期#日该登记册关该公司董事备董事范围第(1)款施行备存紧接该生效日期#前备存该登记册方作董事登记册
(7) 公司违反第(1)(2)(3)(4)(5)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
641 Register of directors
(1) A company must keep in the English or Chinese language a register of directors
(2) Subject to section 56(5) (6)(a) and (7)(a) a company must enter in the register of directors the required particulars specified in section 643 of each person who is a director or reserve director (if any) of the company
(3) A company must keep the register of directors at—
(a) the company’s registered office or
(b) a prescribed place
(4) A company must notify the Registrar of the place at which the register of directors is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place
(5) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of directors is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change
(6) Subsection (4) does not require a company to notify the Registrar of the place at which the register of directors is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this section it has at all times been kept at the company’s registered office or
(b) if—
(i) immediately before that commencement date# the company kept a register for the purposes of section 158 of the predecessor Ordinance and
(ii) on and after that commencement date# that register in so far as it relates to the directors or reserve directors of the company is kept as a register of directors for the purposes of subsection (1) at the place at which it was kept immediately before that commencement date#
(7) If a company contravenes subsection (1) (2) (3) (4) or (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
642 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司董事登记册
(2) 订明方式提出求缴付订明费均权根第657条订立规例查阅关登记册
(3) 提出求缴付订明费均权根第657条订立规例获提供关登记册(部分)文
642 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect the register of directors of the company in accordance with regulations made under section 657
(2) Any other person is entitled on request made in the prescribed manner and on payment of the prescribed fee to inspect the register in accordance with regulations made under section 657
(3) A person is entitled on request and on payment of a prescribed fee to be provided with a copy of the register or any part of it in accordance with regulations made under section 657
643 须登记董事详情
(1) 公司私公司(公司属某公司集团成员市公司属该公司集团成员属例外)董事登记册须载名董事详情 ——
(a) 关董事然 ——
(i) 现时名字姓氏前名字姓氏(话)名(话)
#(ii) 通常住址通讯址
(iii) 身分证号码(该董事没身分证)持护号码签发国家
(b) 关董事法团体法名称注册办事处办事处址
(2) 公司公众公司担保限公司私公司(指属某公司集团成员私公司市公司属该公司集团成员)董事登记册须载名董事详情 ——
(a) 现时名字姓氏前名字姓氏(话)名(话)
#(b) 通常住址通讯址
(c) 身分证号码(该董事没身分证)持护号码签发国家
(3) 公司名成员私公司该成员该公司唯董事董事登记册须载该公司备董事(话)详情 ——
(a) 现时名字姓氏前名字姓氏(话)名(话)
#(b) 通常住址通讯址
(c) 身分证号码(该董事没身分证)持护号码签发国家
(4) 条中 ——
名字 (forename)包括教名取名
住址 (residential address) ——
(a) 包括酒店址该址关称条言永久性址属例外
(b) 包括邮政信箱号码
姓氏 (surname)通常姓氏称衔认识言指该称衔
#(5) 第(1)(a)(ii)(2)(b)(3)(b)款言通讯址邮政信箱号码
(6) 条中提述前名字姓氏 ——
(a) 言包括 ——
(i) 该年满18岁前已更改弃名字姓氏
(ii) 已更改弃少20年名字姓氏
(b) 通常姓氏称衔认识言包括该采继承该称衔前认识姓名
(c) 已婚女士言包括婚前认识名字姓氏
(7) 财政司司长藉宪报刊登公告修订第(1)(2)(3)(4)(5)(6)款
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编辑附注：
# 第643(1)(a)(ii)(2)(b)(3)(b)条(该条通讯址关范围)第643(5)条尚未实施
643 Particulars of directors to be registered
(1) If a company is a private company (other than one that is a member of a group of companies of which a listed company is a member) its register of directors must contain the following particulars with respect to each director—
(a) if the director is a natural person—
(i) the present forename and surname former forename or surname (if any) and aliases (if any)
#(ii) the usual residential address and a correspondence address and
(iii) the number of the identity card or if the director does not have an identity card the number and issuing country of any passport held by the director and
(b) if the director is a body corporate the corporate name and the address of its registered or principal office
(2) If a company is a public company a company limited by guarantee or a private company that is a member of a group of companies of which a listed company is a member its register of directors must contain the following particulars with respect to each director—
(a) the present forename and surname former forename or surname (if any) and aliases (if any)
#(b) the usual residential address and a correspondence address and
(c) the number of the identity card or if the director does not have an identity card the number and issuing country of any passport held by the director
(3) If a company is a private company having only one member and that member is the sole director of the company its register of directors must contain the following particulars with respect to the reserve director of the company (if any)—
(a) the present forename and surname former forename or surname (if any) and aliases (if any)
#(b) the usual residential address and a correspondence address and
(c) the number of the identity card or if the director does not have an identity card the number and issuing country of any passport held by the director
(4) In this section—
forename (名字) includes a Christian or given name
residential address (住址)—
(a) does not include an address at a hotel unless the person to whom it relates is stated for the purposes of this section to have no other permanent address and
(b) does not include a post office box number
surname (姓氏) for a person usually known by a title different from the person’s surname means that title
#(5) For the purposes of subsections (1)(a)(ii) (2)(b) and (3)(b) a correspondence address must not be a post office box number
(6) In this section a reference to a former forename or surname does not include—
(a) in relation to a person—
(i) a forename or surname that was changed or ceased to be used before the person attained the age of 18 years and
(ii) a forename or surname that has been changed or ceased to be used for a period of at least 20 years
(b) in relation to a person usually known by a title different from the person’s surname the name by which the person was known before the adoption of or succession to the title and
(c) in relation to a married woman a name or surname by which she was known before her marriage
(7) The Financial Secretary may by notice published in the Gazette amend subsection (1) (2) (3) (4) (5) or (6)
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Editorial Note
# Section 643(1)(a)(ii) (2)(b) and (3)(b) in so far as it relates to a correspondence address and section 643(5) are not yet in operation
644 保障某详情免受查阅
(尚未实施)
(1) 第642(1)(2)(3)条规定公司保留载董事登记册详情查阅该登记册求获提供该登记册部分文提供该等详情 ——
(a) 作某董事备董事通常住址载该登记册址
(b) 某董事身分证护号码某备董事身分证护号码
(2) 公司订明方式订明范围行第(1)款指权力
644 Protection of certain particulars from inspection
(Not yet in operation)
(1) Despite section 642(1) (2) and (3) a company may withhold the following particulars contained in its register of directors from a person who inspects the register or requests for a copy of it or any part of it—
(a) an address contained in the register as the usual residential address of a director or reserve director and
(b) the number of the identity card or passport of a director or reserve director
(2) A company may only exercise the power under subsection (1) in the prescribed manner and to the prescribed extent
645 董事委更改通知处长责
(1) 某获委公司董事(根第453(3)(4)条第454(2)(3)条委者外)该公司须该项委作出15日符合指明格式通知交付处长登记该通知须载 ——
(a) 该公司董事登记册指明该董事详情
(b) 份陈述书述明该已接受该项委
(c) (该属然)份陈述书述明该已年满18岁
(2) 关公司须提名备董事15日符合指明格式通知交付处长登记该通知须载关该须载该公司董事登记册详情
(3) 某获提名私公司备董事该公司须该项提名作出15日符合指明格式陈述书交付处长登记该陈述书须述明该已接受该项提名该已年满18岁
(4) 某停止担公司董事备董事公司董事登记册载详情更改该公司须该停关详情更改15日符合指明格式通知交付处长登记该通知须载 ——
(a) 该停关详情更改详情该事件发生日期
(b) 该格式指明事项
#(5) 第56(7)(b)条容许关公司第(4)款指通知述明某董事通讯址已改该条第(i)(ii)节指明址外址第(4)款该更改适
(6) 公司违反第(1)(2)(3)(4)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
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编辑附注：
# 第645(5)条尚未实施
645 Duty to notify Registrar of appointment and change
(1) If a person is appointed as director of a company otherwise than under section 453(3) or (4) or section 454(2) or (3) the company must within 15 days after the appointment deliver to the Registrar for registration a notice in the specified form containing—
(a) the director’s particulars specified in its register of directors
(b) a statement that the person has accepted the appointment and
(c) if the person is a natural person a statement that he or she has attained the age of 18 years
(2) The company must within 15 days after the nomination of a person as a reserve director of the company deliver to the Registrar for registration a notice in the specified form containing all the particulars with respect to that person that are required to be contained in its register of directors
(3) If a person is nominated as a reserve director of a private company the company must within 15 days after the nomination deliver to the Registrar for registration a statement in the specified form that the person has accepted the nomination and has attained the age of 18 years
(4) If a person ceases to be a director or reserve director of a company or there is any change in the particulars contained in the register of directors of a company the company must within 15 days after the cessation or change deliver to the Registrar for registration a notice in the specified form containing—
(a) the particulars of cessation or change and the date on which it occurred and
(b) other matters that are specified in the form
#(5) If the company is not allowed under section 56(7)(b) to state in a notice under subsection (4) that a director’s correspondence address is changed to an address other than the address specified in subparagraph (i) or (ii) of that section subsection (4) does not apply in relation to that change
(6) If a company contravenes subsection (1) (2) (3) or (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
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Editorial Note
# Section 645(5) is not yet in operation
646 董事披露责
(1) 公司董事须关该董事第643645条言属需事宜该公司发出通知
(2) 公司备董事须关该备董事第643645条言属需事宜该公司发出通知
(3) 违反第(1)(2)款属犯罪处第4级罚款
646 Duty of director to make disclosure
(1) A director of a company must give notice to the company of matters relating to the director that are required for the purposes of sections 643 and 645
(2) A reserve director of a company must give notice to the company of matters relating to the reserve director that are required for the purposes of sections 643 and 645
(3) A person who contravenes subsection (1) or (2) commits an offence and is liable to a fine at level 4
647 处长须备存董事索引
(1) 处长须备存关名属公司董事私公司备董事索引
(2) 述索引载详情须包含名董事备董事详情 ——
(a) 关董事备董事姓名名称址
(b) 该董事备董事送交处长新详情
(c) 辨出该董事备董事担董事备董事间公司名称
(3) 根条备存索引须开放予缴付订明费查阅
#(4) 第(3)款规定载关索引详情根该款开放予查阅 ——
(a) 关董事备董事通常住址
(b) 该董事身分证护完整号码该备董事身分证护完整号码
#(5) 关董事备董事通讯址通常住址相第(4)款影响该董事备董事通讯址包含关索引该款影响根第(3)款查阅该通讯址
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编辑附注：
# 第647(4)(5)条尚未实施
647 Registrar to keep an index of directors
(1) The Registrar must keep an index of every person who is a director of a company or a reserve director of a private company
(2) The particulars contained in the index must in respect of each director or reserve director include—
(a) the name and address of the director or reserve director
(b) the latest particulars sent to the Registrar in respect of the director or reserve director and
(c) the name of each company of which the director or reserve director can be identified as a director or reserve director
(3) The index kept under this section must be open for inspection by any person on payment of a prescribed fee
#(4) Despite subsection (3) the following particulars contained in the index must not be open for inspection under that subsection—
(a) the usual residential address of the director or reserve director and
(b) the full number of the identity card or passport of the director or reserve director
#(5) Subsection (4) does not affect the inclusion in the index of a correspondence address of the director or reserve director nor does it affect the inspection of the correspondence address under subsection (3) even if the correspondence address is the same as the usual residential address of the director or reserve director
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Editorial Note
# Section 647(4) and (5) is not yet in operation
第4次分部 —— 公司秘书登记册
Subdivision 4—Register of Company Secretaries
648 公司秘书登记册
(1) 公司须备存份采中文英文公司秘书登记册
(2) 公司须担该公司公司秘书联名公司秘书需详情(第650条指明者)记入公司秘书登记册
(3) 公司须公司秘书登记册备存 ——
(a) 该公司注册办事处
(b) 某订明方
(4) 公司须公司秘书登记册备存方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(5) 公司秘书登记册备存方更改(公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(6) 第(4)款规定公司情况公司秘书登记册备存方通知处长 ——
(a) 条生效日期#日开始存登记册言该登记册时刻备存该公司注册办事处
(b) ——
(i) 紧接该生效日期#前该公司前身条例第158条施行备存某登记册
(ii) 该生效日期#日该登记册关该公司公司秘书联名公司秘书范围第(1)款施行备存紧接该生效日期#前备存该登记册方作公司秘书登记册
(7) 公司违反第(1)(2)(3)(4)(5)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
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编辑附注：
# 生效日期：2014年3月3日
648 Register of company secretaries
(1) A company must keep in the English or Chinese language a register of company secretaries
(2) A company must enter in the register of company secretaries the required particulars specified in section 650 of a person who is or persons who are the company secretary or joint company secretaries of the company
(3) A company must keep the register of company secretaries at—
(a) the company’s registered office or
(b) a prescribed place
(4) A company must notify the Registrar of the place at which the register of company secretaries is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place
(5) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of company secretaries is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change
(6) Subsection (4) does not require a company to notify the Registrar of the place at which the register of company secretaries is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this section it has at all times been kept at the company’s registered office or
(b) if—
(i) immediately before that commencement date# the company kept a register for the purposes of section 158 of the predecessor Ordinance and
(ii) on and after that commencement date# that register in so far as it relates to the company secretary or joint company secretaries of the company is kept as a register of company secretaries for the purposes of subsection (1) at the place at which it was kept immediately before that commencement date#
(7) If a company contravenes subsection (1) (2) (3) (4) or (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
649 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司公司秘书登记册
(2) 订明方式提出求缴付订明费均权根第657条订立规例查阅关登记册
(3) 提出求缴付订明费均权根第657条订立规例获提供关登记册(部分)文
649 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect the register of company secretaries of the company in accordance with regulations made under section 657
(2) Any other person is entitled on request made in the prescribed manner and on payment of the prescribed fee to inspect the register in accordance with regulations made under section 657
(3) A person is entitled on request and on payment of a prescribed fee to be provided with a copy of the register or any part of it in accordance with regulations made under section 657
650 须登记公司秘书详情
(1) 公司公司秘书登记册须载关公司秘书(联名公司秘书须载名联名公司秘书)详情 ——
(a) 关公司秘书然 ——
(i) 现时名字姓氏前名字姓氏(话)名(话)
(ii) 通讯址 (2018年第35号第67条修订)
(iii) 身分证号码(该公司秘书没身分证)持护号码签发国家
(b) 关公司秘书法团体法名称注册办事处办事处址
(2) 某商号合伙均某公司联名公司秘书述明该商号名称办事处代第(1)(a)(b)款述详情
(3) 条中 ——
名字 (forename)包括教名取名
姓氏 (surname)通常姓氏称衔认识言指该称衔
(4) 第(1)(a)(ii)款言通讯址须香港方邮政信箱号码
(5) 条中提述前名字姓氏 ——
(a) 言包括 ——
(i) 该年满18岁前已更改弃名字姓氏
(ii) 已更改弃少20年名字姓氏
(b) 通常姓氏称衔认识言包括该采继承该称衔前认识姓名
(c) 已婚女士言包括婚前认识名字姓氏
(6) 财政司司长藉宪报刊登公告修订第(1)(2)(3)(4)(5)款
650 Particulars of company secretaries to be registered
(1) The register of company secretaries of a company must contain the following particulars with respect to the company secretary or if there are joint company secretaries with respect to each of them—
(a) if the company secretary is a natural person—
(i) the present forename and surname former forename or surname (if any) and aliases (if any)
(ii) the correspondence address and
(iii) the number of the identity card or if the company secretary does not have an identity card the number and issuing country of any passport held by the company secretary and
(b) if the company secretary is a body corporate the corporate name and the address of its registered or principal office
(2) If all the partners in a firm are joint company secretaries of a company the name and principal office of the firm may be stated instead of the particulars mentioned in subsection (1)(a) or (b)
(3) In this section—
forename (名字) includes a Christian or given name
surname (姓氏) for a person usually known by a title different from the person’s surname means that title
(4) For the purposes of subsection (1)(a)(ii) a correspondence address must be a place in Hong Kong and must not be a post office box number
(5) In this section a reference to a former forename or surname does not include—
(a) in relation to a person—
(i) a forename or surname that was changed or ceased to be used before the person attained the age of 18 years and
(ii) a forename or surname that has been changed or ceased to be used for a period of at least 20 years
(b) in relation to a person usually known by a title different from the person’s surname the name by which the person was known before the adoption of or succession to the title and
(c) in relation to a married woman a name or surname by which she was known before her marriage
(6) The Financial Secretary may by notice published in the Gazette amend subsection (1) (2) (3) (4) or (5)
651 保障识号码免受查阅
(尚未实施)
(1) 第649(1)(2)(3)条规定公司保留载公司秘书登记册公司秘书身分证护号码查阅该登记册求获提供该登记册部分文提供该等详情
(2) 公司订明方式订明范围行第(1)款指权力
651 Protection of identification number from inspection
(Not yet in operation)
(1) Despite section 649(1) (2) and (3) a company may withhold the number of the identity card or passport of a company secretary contained in its register of company secretaries from a person who inspects the register or requests for a copy of it or any part of it
(2) A company may only exercise the power under subsection (1) in the prescribed manner and to the prescribed extent
652 公司秘书委更改通知处长责
(1) 某某获委公司公司秘书联名公司秘书(根第474(2)(3)条委者外)该公司须该项委作出15日符合指明格式通知交付处长登记该通知须载该公司公司秘书登记册指明该公司秘书联名公司秘书详情
(2) 某停止担公司公司秘书某公司公司秘书登记册载详情更改该公司须该停关详情更改15日符合指明格式通知交付处长登记该通知须载 ——
(a) 该停关详情更改详情该事件发生日期
(b) 该格式指明详情
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
652 Duty to notify Registrar of appointment and change
(1) If a person or persons are appointed as company secretary or joint company secretaries of a company otherwise than under section 474(2) or (3) the company must within 15 days after the appointment deliver to the Registrar for registration a notice in the specified form containing the company secretary’s or joint company secretaries’ particulars specified in its register of company secretaries
(2) If a person ceases to be a company secretary of the company or there is any change in the particulars contained in the register of company secretaries of a company the company must within 15 days after the cessation or change deliver to the Registrar for registration a notice in the specified form containing—
(a) the particulars of the cessation or change and the date on which it occurred and
(b) any other particulars that are specified in the form
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
653 公司秘书披露责
(1) 公司公司秘书须关该公司秘书第650652条言属需事宜该公司发出通知
(2) 违反第(1)款属犯罪处第4级罚款
653 Duty of company secretary to make disclosure
(1) A company secretary of a company must give notice to the company of matters relating to the company secretary that are required for the purposes of sections 650 and 652
(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 4
第2A分部 —— 重控制登记册
(第2A分部2018年第3号第4条增补)
Division 2A—Register of Significant Controllers
(Division 2A added 3 of 2018 s 4)
第1次分部 —— 导言
Subdivision 1—Preliminary
653A 释义
分部中 ——
生效日期 (commencement date)指分部生效日期
关连士 (related person)——参阅第653G条
需详情 (required particulars)指附表5B订明详情
法律实体 (legal entity) ——
(a) 指符合说明团体︰该团体(否法团体)根限该团体法律名法
(b) 包括指明实体
指明实体 (specified entity)指 ——
(a) 单法团
(b) 国家区政府国家区某部分政府
(c) 成员包括2国家区(政府)国际组织
(d) 国家区方局方政府
指明职 (specified function)执法员言指该员香港法律职该职关防止侦测调查击洗钱恐怖分子资金筹集条例(第615章)附表1第1部第1条界定洗钱恐怖分子资金筹集
订明 (prescribed)指根第657条订立规例订明
重控制权 (significant control)——参阅第653E条
重控制 (significant controller)指 ——
(a) 适公司须登记士
(b) 适公司须登记法律实体
重控制登记册 (significant controllers register)指第653H(1)条述登记册
原公司 (existing company)指生效日期前已存公司
执法员 (law enforcement officer)——参阅第653B条
须登记士 (registrable person)——参阅第653C条
须登记更改 (registrable change)——参阅第653F条
须登记法律实体 (registrable legal entity)——参阅第653D条
适公司 (applicable company)指述公司外公司 ——
(a) 市公司
(b) 属根第653ZG(1)(a)条订立规例豁免公司类公司类型公司
职 (function)包括权力职责
653A Interpretation
In this Division—
applicable company (适公司) means a company other than—
(a) a listed company or
(b) a company that falls within a type of company or class of companies exempted by regulations made under section 653ZG(1)(a)
commencement date (生效日期) means the date of commencement of this Division
existing company (原公司) means a company that came into existence before the commencement date
function (职) includes a power and a duty
law enforcement officer (执法员)—see section 653B
legal entity (法律实体)—
(a) means a body of persons corporate or unincorporate that is a legal person under the law that governs it but
(b) does not include a specified entity
prescribed (订明) means prescribed by regulations made under section 657
registrable change (须登记更改)—see section 653F
registrable legal entity (须登记法律实体)—see section 653D
registrable person (须登记士)—see section 653C
related person (关连士)—see section 653G
required particulars (需详情) means the particulars prescribed in Schedule 5B
significant control (重控制权)—see section 653E
significant controller (重控制) means—
(a) a registrable person of an applicable company or
(b) a registrable legal entity of an applicable company
significant controllers register (重控制登记册) means the register mentioned in section 653H(1)
specified entity (指明实体) means—
(a) a corporation sole
(b) a government of a country or territory or part of a country or territory
(c) an international organization whose members include 2 or more countries or territories (or their governments) or
(d) a local authority or local government in a country or territory
specified function (指明职) in relation to a law enforcement officer means a function of the officer under the law of Hong Kong that is a function relating to the prevention detection or investigation of money laundering or terrorist financing as defined by section 1 of Part 1 of Schedule 1 to the AntiMoney Laundering and CounterTerrorist Financing Ordinance (Cap 615)
653B 执法员
(1) 分部言述士属执法员 ——
(a) 公司注册处员
(b) 香港海关员
(c) 香港金融理局员
(d) 香港警务处员
(e) 入境事务处员
(f) 税务局员
(g) 根保险业条例(第41章)第4AAA(1)条设立保险业监局员
(h) 根廉政公署条例(第204章)第3条设立廉政公署员
(i) 证券期货条例(第571章)第3(1)条提述证券期货事务监察委员会员
(j) 财政司司长藉根第653ZG(1)(b)条段目订立规例指明政府部门机关法定团体员
(2) 第(1)款中 ——
法定团体 (statutory body)指某条例根某条例授权力设立组成团体
653B Law enforcement officer
(1) Each of the following is a law enforcement officer for the purposes of this Division—
(a) an officer of the Companies Registry
(b) an officer of the Customs and Excise Department
(c) an officer of the Hong Kong Monetary Authority
(d) an officer of the Hong Kong Police Force
(e) an officer of the Immigration Department
(f) an officer of the Inland Revenue Department
(g) an officer of the Insurance Authority established under section 4AAA(1) of the Insurance Ordinance (Cap 41)
(h) an officer of the Independent Commission Against Corruption established under section 3 of the Independent Commission Against Corruption Ordinance (Cap 204)
(i) an officer of the Securities and Futures Commission referred to in section 3(1) of the Securities and Futures Ordinance (Cap 571)
(j) an officer of any department or agency of the Government or of any statutory body that is specified by the Financial Secretary by regulations made under section 653ZG(1)(b) for the purposes of this paragraph
(2) In subsection (1)—
statutory body (法定团体) means a body established or constituted by or under the authority of an Ordinance
653C 须登记士
(1) 某然指明实体某适公司重控制权该实体属该公司须登记士
(2) 第(1)款规定符合第(3)款指明条件情况某适公司重控制权然指明实体属该公司须登记士
(3) 述条件指关然指明实体仅原关公司重控制权 ——
(a) 该实体透该公司须登记法律实体(甲实体)持拥该公司权利股份甲实体股份认证券市场市
(b) 该实体透连锁法律实体持拥该公司权利股份该连锁中法律实体该公司须登记法律实体(乙实体)乙实体股份认证券市场市
附注 ——
请参阅第653E条附表5A该条附表订定准决定某否某适公司重控制权
653C Registrable person
(1) If a natural person or specified entity has significant control over an applicable company the person or entity is a registrable person of the company
(2) Despite subsection (1) a natural person or specified entity that has significant control over an applicable company is not a registrable person of the company if the condition specified in subsection (3) is satisfied
(3) The condition is that the natural person or specified entity has significant control over the company only because—
(a) the person or entity holds or has rights or shares in the company through a registrable legal entity of the company (entity A) and entity A has any of its shares listed on a recognized stock market or
(b) the person or entity holds or has rights or shares in the company through a chain of legal entities with the last one in the chain being a registrable legal entity of the company (entity B) and entity B has any of its shares listed on a recognized stock market
Note—
See also section 653E and Schedule 5A which provide for the criteria for determining whether a person has significant control over an applicable company
653D 须登记法律实体
某法律实体 ——
(a) 某适公司成员
(b) 该公司重控制权
该实体该公司须登记法律实体
附注 ——
请参阅第653E条附表5A该条附表订定准决定某否某适公司重控制权
653D Registrable legal entity
A legal entity is a registrable legal entity of an applicable company if the entity—
(a) is a member of the company and
(b) has significant control over the company
Note—
See also section 653E and Schedule 5A which provide for the criteria for determining whether a person has significant control over an applicable company
653E 决定某否适公司重控制权
某某适公司言符合附表5A第1部指明条件该该公司重控制权
653E How to determine whether person has significant control over applicable company
A person has significant control over an applicable company if the person meets one or more of the conditions specified in Part 1 of Schedule 5A in relation to the company
653F 须登记更改
某言更改属该须登记更改 ——
(a) 该适公司重控制
(b) 更改令该记入该公司重控制登记册详情正确完整
653F Registrable change
There is a registrable change with respect to a person if—
(a) the person ceases to be a significant controller of an applicable company or
(b) any other change results in any particulars entered in the company’s significant controllers register for the person being incorrect or incomplete
653G 关连士
(1) 情况条适 ——
(a) 分部某条文规定︰发出予某法律实体通知规定事宜获遵(遵)该实体关连士属犯罪
(b) 根第653ZG条订立规例中某条文规定︰某条文遭违反(违反)某法律实体关连士属犯罪
(2) 关条文言符合条件属某属法团体法律实体(甲实体)关连士 ——
(a) 该甲实体高级员幕董事
(b) 该授权准许参该项遵违反
(3) 符合条件属甲实体关连士 ——
(a) 该法团体高级员幕董事该法团体甲实体高级员幕董事
(b) 该法团体授权准许参该项遵违反
(c) 该授权准许参该项遵违反
(4) 关条文言符合条件属某非法团体法律实体(乙实体)关连士 ——
(a) 该乙实体中类似法团体高级员幕董事员(乙实体相类员)
(b) 该授权准许参该项遵违反
(5) 符合条件属乙实体关连士 ——
(a) 该某法团体高级员幕董事
(b) 该法团体属乙实体相类员授权准许参该项遵违反
(c) 该授权准许参该项遵违反
653G Related person
(1) This section applies if—
(a) a provision of this Division provides that if a requirement of a notice given to a legal entity is not complied with (failure) a related person of the entity commits an offence or
(b) a provision in the regulations made under section 653ZG provides that a related person of a legal entity commits an offence if a provision is contravened (contravention)
(2) For the purposes of the provision a person is a related person of a legal entity that is a body corporate (entity A) if—
(a) the person is an officer or shadow director of entity A and
(b) the person authorizes or permits or participates in the failure or contravention
(3) A person is also a related person of entity A if—
(a) the person is an officer or shadow director of another body corporate that is an officer or shadow director of entity A
(b) the other body corporate authorizes or permits or participates in the failure or contravention and
(c) the person authorizes or permits or participates in the failure or contravention
(4) For the purposes of the provision a person is a related person of a legal entity other than a body corporate (entity B) if—
(a) the person is an officer of entity B that is similar to an officer or shadow director of a body corporate (similar officer of entity B) and
(b) the person authorizes or permits or participates in the failure or contravention
(5) A person is also a related person of entity B if—
(a) the person is an officer or shadow director of a body corporate
(b) the body corporate is a similar officer of entity B and authorizes or permits or participates in the failure or contravention and
(c) the person authorizes or permits or participates in the failure or contravention
第2次分部 —— 备存重控制登记册
Subdivision 2—Keeping of Significant Controllers Register
653H 备存登记册
(1) 间适公司须备存份该公司重控制登记册
(2) 某适公司没重控制第(1)款适该公司
(3) 适公司重控制登记册须中文英文备存
(4) 第(1)(3)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
653H Keeping of register
(1) Each applicable company must keep a register of its significant controllers
(2) Subsection (1) applies to an applicable company even if the company does not have a significant controller
(3) The significant controllers register of an applicable company must be kept in the English or Chinese language
(4) If subsection (1) or (3) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
653I 登记册容
(1) 适公司重控制登记册须载该公司知道名属重控制详情 ——
(a) 附表5B订明适该详情
(b) 该须登记更改言 ——
(i) 该项更改细节
(ii) 该项更改发生日期
(2) 关登记册须载 ——
(a) 少名关公司根第653ZC条指定姓名名称联络资料
(b) 根附表5C须该公司该登记册注明额外事项
(3) 第(1)(a)(b)(2)(a)(b)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(4) 免生疑问第634条影响适公司重控制登记册载予记入容
653I Contents of register
(1) The significant controllers register of an applicable company must contain the following particulars of each person that the company knows to be a significant controller of the company—
(a) the particulars prescribed in Schedule 5B that are applicable to the person and
(b) for a registrable change with respect to the person—
(i) details of the change and
(ii) the date on which the change occurs
(2) The register must also contain—
(a) the name and contact details of at least one person designated by the company under section 653ZC and
(b) all the additional matters required to be noted in the register under Schedule 5C in relation to the company
(3) If subsection (1)(a) or (b) or (2)(a) or (b) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(4) To avoid doubt section 634 does not affect what may be contained or entered in the significant controllers register of an applicable company
653J 详情记入登记册——须登记士
(1) 根第653I(1)(a)条须某然指明实体载适公司重控制登记册详情 ——
(a) 非全部已获该实体确认否记入该登记册
(b) 须全部获确认7日记入该登记册
(2) 根第653I(1)(b)条须某然指明实体须登记更改载适公司重控制登记册详情 ——
(a) 非全部已获该实体确认否记入该登记册
(b) 须全部获确认7日记入该登记册
(3) 第(1)(a)(b)(2)(a)(b)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(4) 条言情况某然指明实体某项详情方属获该实体确认已获该实体确认 ——
(a) 该项详情该实体提供获确认已该实体提供已获确认
(b) 该项详情该然指明实体知悉情况提供获确认已该然指明实体知悉情况提供获确认
653J Entering of particulars in register—registrable person
(1) The particulars required under section 653I(1)(a) to be contained in the significant controllers register of an applicable company for a natural person or specified entity—
(a) must not be entered in the register unless they are all confirmed by the person or entity and
(b) must be entered in the register within 7 days after they have all been so confirmed
(2) The particulars required under section 653I(1)(b) to be contained in the significant controllers register of an applicable company for a registrable change with respect to a natural person or specified entity—
(a) must not be entered in the register unless they are all confirmed by the person or entity and
(b) must be entered in the register within 7 days after they have all been so confirmed
(3) If subsection (1)(a) or (b) or (2)(a) or (b) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(4) For the purposes of this section a particular of a natural person or specified entity is or has been confirmed by that person or entity only if the particular is or has been—
(a) provided or confirmed by that person or entity or
(b) provided or confirmed by another person with that natural person’s or specified entity’s knowledge
653K 详情记入登记册——须登记法律实体
(1) 根第653I(1)条须某法律实体载适公司重控制登记册某项详情须该公司知该项详情7日记入该登记册
(2) 第(1)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
653K Entering of particulars in register—registrable legal entity
(1) A particular required under section 653I(1) to be contained in the significant controllers register of an applicable company for a legal entity must be entered in the register within 7 days after the particular comes to the notice of the company
(2) If subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
653L 时销毁登记册记项
某某适公司重控制该公司重控制登记册关该记项时间予销毁 ——
(a) 然指明实体言——该实体该公司须登记士日期起计6年期间完结
(b) 法律实体言——该实体该公司须登记法律实体日期起计6年期间完结
653L When may entries in register be destroyed
If a person ceases to be a significant controller of an applicable company all the entries in the company’s significant controllers register relating to the person may be destroyed—
(a) for a natural person or specified entity—after the end of a period of 6 years from the date on which the person or entity ceased to be the company’s registrable person and
(b) for a legal entity—after the end of a period of 6 years from the date on which the entity ceased to be the company’s registrable legal entity
653M 须处备存登记册
(1) 适公司须重控制登记册备存 ——
(a) 该公司注册办事处
(b) 某订明方
(2) 关公司须第(3)款重控制登记册备存方通知处长
(3) 述通知 ——
(a) 须符合指明格式
(b) 须该登记册首次关方备存15日交付处长登记
(4) 适公司重控制登记册开始存时起已该登记册时刻备存该公司注册办事处该公司须遵第(2)款
(5) 影响第(4)款原条件获符合原公司须遵第(2)款规定 ——
(a) 生效日期起该公司成员登记册已时刻备存紧接该日期前该登记册备存方
(b) 该公司重控制登记册开始存时起该重控制登记册已时刻备存该方
(c) 紧接生效日期前该公司已成员登记册根第628条规定项通知交付予处长
(6) 第(1)(2)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
653M Place at which register must be kept
(1) An applicable company must keep its significant controllers register at—
(a) the company’s registered office or
(b) a prescribed place
(2) The company must notify the Registrar in accordance with subsection (3) of the place at which its significant controllers register is kept
(3) The notice—
(a) must be in the specified form and
(b) must be delivered to the Registrar for registration within 15 days after the register is first kept at that place
(4) An applicable company is not required to comply with subsection (2) if since its significant controllers register came into existence the register has at all times been kept at the company’s registered office
(5) Without affecting subsection (4) an existing company is not required to comply with subsection (2) if—
(a) since the commencement date the company’s register of members has at all times been kept at the place at which it was kept immediately before that date
(b) since the company’s significant controllers register came into existence the register has also at all times been kept at that place and
(c) immediately before the commencement date the company has delivered to the Registrar every notice that is required under section 628 in respect of its register of members
(6) If subsection (1) or (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
653N 登记册方更改
(1) 适公司重控制登记册备存方更改该公司须第(2)款更改通知处长
(2) 述通知 ——
(a) 须符合指明格式
(b) 须关更改出现15日交付处长登记
(3) 条件获符合适公司须第(1)款述更改遵该款 ——
(a) 该公司重控制登记册备存该公司注册办事处
(b) 关更改该注册办事处址更改致
(4) 第(1)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
653N Change in place at which register is kept
(1) An applicable company must notify the Registrar in accordance with subsection (2) of a change in the place at which its significant controllers register is kept
(2) The notice—
(a) must be in the specified form and
(b) must be delivered to the Registrar for registration within 15 days after the change
(3) An applicable company is not required to comply with subsection (1) in relation to a change mentioned in that subsection if—
(a) its significant controllers register is kept at the company’s registered office and
(b) the change is due to a change of the registered office’s address
(4) If subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
第3次分部 —— 适公司进行调查取资料
Subdivision 3—Investigation and Obtaining Information by Applicable Company
653O 释义
(1) 次分部中 ——
指明详情 (specified particulars)某言 ——
(a) 指符合附表5B订明详情描述属该详情
(b) 该然包括 ——
(i) 该身分证号码
(ii) 该持护号码签发国家
(2) 第653P653Q653R条中提述知道某身分包括知道识该资料
653O Interpretation
(1) In this Subdivision—
specified particulars (指明详情) in relation to a person—
(a) means the particulars of the person falling within a description of the particulars prescribed in Schedule 5B but
(b) if the person is a natural person does not include—
(i) the number of an identity card of the person and
(ii) the number and issuing country of a passport held by the person
(2) In sections 653P 653Q and 653R a reference to knowing the identity of a person includes knowing any information from which the person can be identified
653P 公司进行调查取资料责
(1) 适公司须采取合理步骤 ——
(a) 确定该公司否重控制
(b) (重控制)识名重控制
(2) 局限第(1)款原关公司知道合理相信某重控制该公司须第653Q条事件(较先发生者准)发生7日该发出通知 ——
(a) 该公司首次知道该重控制
(b) 该公司首次合理相信该重控制
(3) 局限第(1)款原该公司知道合理相信某特定知道该公司重控制该身分该公司须第653R条事件(较先发生者准)发生7日该特定发出通知 ——
(a) 该公司首次知道该特定知道该公司重控制该身分
(b) 该公司首次合理相信该特定知道该公司重控制该身分
(4) 第(1)(2)(3)款遭违反关公司名责均属犯罪处第4级罚款
附注 ——
请参阅第653S条该条订定适公司须遵条情况
653P Company’s duty to investigate and obtain information
(1) An applicable company must take reasonable steps—
(a) to ascertain whether there is any significant controller of the company and
(b) if any to identify each of them
(2) Without limiting subsection (1) if the company knows or has reasonable cause to believe that a person is a significant controller of the company the company must give a notice in accordance with section 653Q to the person within 7 days after the first of the following to happen—
(a) the company first knows that the person is a significant controller of the company
(b) the company first has reasonable cause to believe that the person is such a controller
(3) Without limiting subsection (1) if the company knows or has reasonable cause to believe that a particular person knows the identity of another person who is a significant controller of the company the company must give a notice in accordance with section 653R to the particular person within 7 days after the first of the following to happen—
(a) the company first knows that the particular person knows the identity of another person who is a significant controller of the company
(b) the company first has reasonable cause to believe that the particular person knows the identity of another person who is such a controller
(4) If subsection (1) (2) or (3) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
Note—
See also section 653S which provides for the circumstances under which an applicable company is not required to comply with this section
653Q 第653P(2)条指通知
(1) 适公司根第653P(2)条发出通知须书面作出须规定该通知收件确认事项(视情况需定) ——
(a) 收件否该公司须登记士
(b) 收件否该公司须登记法律实体
(2) 关通知须 ——
(a) 述明收件确认关公司须登记士须登记法律实体收件须 ——
(i) 确认改正载该通知该收件需详情
(ii) 提供该通知遗漏属该收件需详情
(b) 规定收件 ——
(i) 须述明收件否知道该公司重控制该身分
(ii) 知道该身分 ——
(A) 须该公司提供收件知该指明详情
(B) 须述明该等详情否该知悉情况提供
(3) 关通知须述明收件须该通知日期起计1月遵根条作出规定
653Q Notice under section 653P(2)
(1) A notice given under section 653P(2) by an applicable company must be in writing and must require the addressee of the notice to confirm as the case requires—
(a) whether or not the addressee is a registrable person of the company or
(b) whether or not the addressee is a registrable legal entity of the company
(2) The notice must—
(a) state that if the addressee confirms that the addressee is a registrable person or registrable legal entity of the company the addressee is required to—
(i) confirm or correct the required particulars of the addressee that are included in the notice and
(ii) provide any required particulars of the addressee that are missing from the notice and
(b) require the addressee to—
(i) state whether or not the addressee knows the identity of another person who is a significant controller of the company and
(ii) if the addressee knows the identity of such a person—
(A) provide to the company all the specified particulars of that person that are known to the addressee and
(B) state whether or not the particulars are provided with that person’s knowledge
(3) The notice must also state that the addressee must comply with the requirements made under this section within 1 month from the date of the notice
653R 第653P(3)条指通知
(1) 适公司根第653P(3)条发出通知须书面作出须 ——
(a) 规定该通知收件确认否知道该公司重控制该身分
(b) 述明收件确认知道该身分该收件须 ——
(i) 该公司提供收件知该指明详情
(ii) 述明该等详情否该知悉情况提供
(2) 关通知须述明收件须该通知日期起计1月遵根条作出规定
653R Notice under section 653P(3)
(1) A notice given under section 653P(3) by an applicable company must be in writing and must—
(a) require the addressee of the notice to confirm whether or not the addressee knows the identity of another person who is a significant controller of the company and
(b) state that if the addressee confirms that the addressee knows the identity of such a person the addressee is required to—
(i) provide to the company all the specified particulars of that person that are known to the addressee and
(ii) state whether or not the particulars are provided with that person’s knowledge
(2) The notice must also state that the addressee must comply with the requirements made under this section within 1 month from the date of the notice
653S 须发出第653P条指通知情况
情况适公司须该公司某重控制遵第653P条 ——
(a) 该控制该公司须登记士 ——
(i) 该公司已获告知该项位
(ii) 该需详情已该该公司提供已该知悉情况提供予该公司
(b) 该控制该公司须登记法律实体 ——
(i) 该公司已获告知该实体项位
(ii) 该实体需详情已提供予该公司
653S Circumstances where notice under section 653P not required
An applicable company is not required to comply with section 653P with respect to a significant controller of the company if—
(a) for a registrable person of the company—
(i) the company has already been informed of the person’s status as such and
(ii) all the required particulars of the person have been provided to the company by the person or with the person’s knowledge and
(b) for a registrable legal entity of the company—
(i) the company has already been informed of the entity’s status as such and
(ii) all the required particulars of the entity have been provided to the company
第4次分部 —— 适公司责保持资料更新
Subdivision 4—Applicable Company to Keep Information Uptodate
653T 公司保持资料更新责
(1) 适公司知道合理相信某言须登记更改该项更改细节须载该公司重控制登记册条适该公司
(2) 关公司须事件(较先发生者准)发生7日第653U条述须登记更改关发出通知 ——
(a) 该公司首次知该项须登记更改
(b) 该公司首次合理相信该项更改已发生
(3) 第(2)款遭违反关公司名责均属犯罪处第4级罚款
附注 ——
请参阅第653V条该条订定适公司须遵条情况
653T Company’s duty to keep information uptodate
(1) This section applies to an applicable company if the company knows or has reasonable cause to believe that there is a registrable change with respect to a person the details of which are required to be contained in the significant controllers register of the company
(2) The company must give a notice in accordance with section 653U to the person to whom the registrable change relates within 7 days after the first of the following to happen—
(a) the registrable change first comes to the notice of the company
(b) the company first has reasonable cause to believe that the change has occurred
(3) If subsection (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
Note—
See also section 653V which provides for the circumstances under which an applicable company is not required to comply with this section
653U 第653T条指通知
(1) 适公司根第653T条发出通知须书面作出须 ——
(a) 规定该通知收件确认该收件言否须登记更改
(b) 述明该收件确认更改该收件须 ——
(i) 告知该公司发生该项更改日期
(ii) 确认改正符合说明详情 ——
(A) 该项详情须该收件载该公司重控制登记册
(B) 该项详情包括该通知
(iii) 提供符合说明详情 ——
(A) 该项详情须该收件载该登记册
(B) 该项详情该通知遗漏
(2) 关通知须述明关收件须该通知日期起计1月遵根条作出规定
653U Notice under section 653T
(1) A notice given under section 653T by an applicable company must be in writing and must—
(a) require the addressee of the notice to confirm whether or not there is a registrable change with respect to the addressee and
(b) state that if the addressee confirms that there is such a change the addressee is required to—
(i) inform the company of the date on which the change occurs
(ii) confirm or correct any particulars—
(A) that are required to be contained in the significant controllers register of the company for the addressee and
(B) that are included in the notice and
(iii) provide any particulars—
(A) that are required to be contained in the register for the addressee and
(B) that are missing from the notice
(2) The notice must also state that the addressee must comply with the requirements made under this section within 1 month from the date of the notice
653V 须发出第653T条指通知情况
(1) 情况适公司须某然指明实体须登记更改遵第653T条 ——
(a) 该公司已获告知该项更改
(b) 关资料已该实体该公司提供已该实体知悉情况提供予该公司
(2) 适公司已获告知关某法律实体须登记更改该项更改言该公司须遵第653T条
653V Circumstances where notice under section 653T not required
(1) An applicable company is not required to comply with section 653T in relation to a registrable change with respect to a natural person or specified entity if—
(a) the company has already been informed of the change and
(b) the information has been provided to the company by the person or entity or with the person’s or entity’s knowledge
(2) An applicable company is not required to comply with section 653T in relation to a registrable change with respect to a legal entity if the company has already been informed of the change
第5次分部 —— 查阅重控制登记册
Subdivision 5—Inspection of Significant Controllers Register
653W 查阅登记册求登记册文权利
(1) 姓名名称记入适公司重控制登记册该公司重控制该订明方式提出求权根第657条订立规例免费查阅该登记册
(2) 第(1)款述提出求缴付订明费权根第657条订立规例获提供述登记册(部分)文
附注 ——
公司关查阅公司纪录提供公司纪录文责原讼法庭作出关查阅该等纪录提供该等纪录文命令权力——请参阅根第657条订立规例
653W Right to inspect and request copy of register
(1) A person whose name is entered in the significant controllers register of an applicable company as a significant controller of the company is entitled on request made in the prescribed manner and without charge to inspect the register in accordance with regulations made under section 657
(2) A person mentioned in subsection (1) is entitled on request and on payment of a prescribed fee to be provided with a copy of the register or a part of it in accordance with regulations made under section 657
Note—
For the duties of a company regarding the inspection and provision of copies of its company records and the power of the Court to make an order relating to the inspection and provision of copies of such records—see regulations made under section 657
653X 登记册供执法员查阅等
(1) 适公司须应公司注册处员确定分部否获遵已获遵目作出求应执法员该员香港法律执行指明职目作出求作出作 ——
(a) 合理时间该公司重控制登记册备存方提供该登记册供该员查阅
(b) 准许该员查阅程中复制复印该登记册(部分)
(2) 第(1)(a)(b)款遭违反关公司名责均属犯罪处第4级罚款
653X Register be available for inspection etc by law enforcement officer
(1) An applicable company must on demand made by an officer of the Companies Registry for the purpose of ascertaining whether this Division is or has been complied with or on demand made by any other law enforcement officer for the purpose of the officer’s performance under the law of Hong Kong of a specified function act as follows—
(a) at any reasonable time make its significant controllers register available for inspection by the officer at the place at which the register is kept and
(b) permit the officer to make a copy of the register or a part of it in the course of inspection
(2) If subsection (1)(a) or (b) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
653Y 关查阅登记册原讼法庭命令
(1) 执法员根第653X(1)条作出求言第653X(1)(a)条遭违反条适
(2) 关执法员提出申请原讼法庭应关申请命令关适公司准许该员查阅该公司重控制登记册
(3) 根第(2)款作出命令 ——
(a) 指示述公司时间准许述员查阅述登记册 ——
(i) 紧接该命令作出
(ii) 该命令指明时间起
(b) 指明查阅期限方式
(4) 情况第(5)款适 ——
(a) 述登记册备存述公司外办事处
(b) 该错失令第653X(1)(a)条遭违反
(5) 原讼法庭第(2)款权力延伸针第(4)款述高级员雇员作出命令
653Y Court order relating to inspection of register
(1) This section applies if section 653X(1)(a) is contravened in relation to a demand made by a law enforcement officer under section 653X(1)
(2) The Court may on application by the law enforcement officer order the applicable company concerned to permit the officer to inspect the company’s significant controllers register
(3) An order made under subsection (2) may—
(a) direct the company to permit the officer to inspect the register—
(i) immediately after the order is made or
(ii) from the time specified in the order and
(b) specify the duration and manner of the inspection
(4) Subsection (5) applies if—
(a) the register is kept at the office of a person other than the company and
(b) section 653X(1)(a) is contravened because of a default of the person
(5) The power of the Court under subsection (2) extends to the making of an order against the person mentioned in subsection (4) and the person’s officers and employees
653Z 关复制复印登记册原讼法庭命令
(1) 执法员根第653X(1)条作出求言第653X(1)(b)条遭违反条适
(2) 关执法员提出申请原讼法庭应关申请命令关适公司准许该员查阅程中复制复印该公司重控制登记册(部分)
(3) 根第(2)款作出命令指明查阅时间期限方式包括查阅程中情况范围准许抄印资料
(4) 情况第(5)款适 ——
(a) 述登记册备存述公司外办事处
(b) 该错失令第653X(1)(b)条遭违反
(5) 原讼法庭第(2)款权力延伸针第(4)款述高级员雇员作出命令
653Z Court order relating to making copy of register
(1) This section applies if section 653X(1)(b) is contravened in relation to a demand made by a law enforcement officer under section 653X(1)
(2) The Court may on application by the law enforcement officer order the applicable company concerned to permit the officer to make a copy of the company’s significant controllers register or a part of it in the course of inspection
(3) An order made under subsection (2) may also specify the time duration and manner of inspection including the circumstances in which and the extent to which the copying of information is permitted in the course of inspection
(4) Subsection (5) applies if—
(a) the register is kept at the office of a person other than the company and
(b) section 653X(1)(b) is contravened because of a default of the person
(5) The power of the Court under subsection (2) extends to the making of an order against the person mentioned in subsection (4) and the person’s officers and employees
第6次分部 —— 杂项相关事宜
Subdivision 6—Miscellaneous or Related Matters
653ZA 通知收件须遵根第653Q653R653U条作出规定
(1) 根第653Q653R653U条作出规定关通知日期起计1月未获遵该通知收件(该收件法律实体)该实体名关连士均属犯罪处第4级罚款
(2) 某控犯第(1)款订罪行该证明关规定属琐屑聊理缠扰免责辩护
653ZA Addressee of notice to comply with requirements made under section 653Q 653R or 653U
(1) If a requirement made under section 653Q 653R or 653U is not complied with within 1 month from the date of the notice concerned the addressee of the notice and (if the addressee is a legal entity) every related person of the entity commit an offence and each is liable to a fine at level 4
(2) If a person is charged with an offence under subsection (1) it is a defence for the person to prove that the requirement was frivolous or vexatious
653ZB 法律专业保密权
某基法律专业保密权理权法律程序中拒绝予提供资料该遵适公司根分部发出通知时须该公司提供该等资料
653ZB Legal professional privilege
In complying with a notice given under this Division by an applicable company a person is not required to provide any information to the company that the person would on grounds of legal professional privilege be entitled to refuse to give or provide in legal proceedings
653ZC 指定代表
(1) 适公司须指定少名士该公司代表提供该公司重控制登记册关协助 ——
(a) 公司注册处员予协助利便确定分部否获遵已获遵
(b) 执法员予协助利便该员香港法律执行指明职
(2) 非某符合说明否关公司根第(1)款指定该 ——
(a) 该 ——
(i) 居香港然
(ii) 该公司董事雇员成员
(b) 该击洗钱恐怖分子资金筹集条例(第615章)附表1第2部第1条界定会计专业士法律专业士信讬公司服务持牌
653ZC Designated representative
(1) An applicable company must designate at least one person as its representative to provide the following assistance relating to the significant controllers register of the company—
(a) assistance to an officer of the Companies Registry to facilitate ascertaining whether this Division is or has been complied with
(b) assistance to any other law enforcement officer to facilitate the officer’s performance under the law of Hong Kong of a specified function
(2) The company must not designate a person under subsection (1) unless—
(a) the person—
(i) is a natural person resident in Hong Kong and
(ii) is a director employee or member of the company or
(b) the person is an accounting professional a legal professional or a TCSP licensee as defined by section 1 of Part 2 of Schedule 1 to the AntiMoney Laundering and CounterTerrorist Financing Ordinance (Cap 615)
653ZD 原讼法庭命令更正登记册权力
(1) 情况利害关系方原讼法庭申请求更正适公司重控制登记册 ——
(a) 某姓名名称充分记入该登记册该登记册略
(b) 某已该公司重控制事没记入该登记册该事记入该登记册事出现必延迟
(2) 根第(1)款提出申请原讼法庭 ——
(a) 拒绝批准该申请
(b) 命令更正关登记册
(3) 更正命令包括关公司感受屈方支付蒙受损害赔偿命令
(4) 原讼法庭应根第(1)款提出申请 ——
(a) 属该申请方姓名名称应否记入登记册登记册略事作出判决
(b) 概括更正该登记册认属必需合宜问题作出判决
(5) 第(1)款中 ——
利害关系方 (interested party)第(1)款述事宜言指 ——
(a) 该事宜感受屈
(b) 该公司重控制
(c) 该公司
653ZD Power of Court to order rectification of register
(1) An interested party may apply to the Court to rectify the significant controllers register of an applicable company if—
(a) the name of a person is without sufficient cause entered in or omitted from the register or
(b) a default is made or an unnecessary delay takes place in entering in the register the fact that a person has ceased to be a significant controller of the company
(2) If an application is made under subsection (1) the Court may—
(a) refuse the application or
(b) order that the register be rectified
(3) A rectification order may include an order for the company to pay any damages sustained by an aggrieved party
(4) On an application made under subsection (1) the Court—
(a) may decide whether the name of a person who is a party to the application should be entered in or omitted from the register and
(b) generally may decide any question considered necessary or expedient to rectify the register
(5) In subsection (1)—
interested party (利害关系方) in relation to a matter mentioned in subsection (1) means—
(a) a person aggrieved by the matter
(b) a significant controller of the company or
(c) the company
653ZE 关虚假资料罪行
(1) 明知罔顾实情作出项项具误导性虚假具欺骗性陈述提供项具误导性虚假具欺骗性资料充作遵根分部发出通知该属犯罪
(2) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款300000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
653ZE Offence for false information
(1) A person commits an offence if the person in purported compliance with a notice given under this Division knowingly or recklessly makes a statement or provides any information that is misleading false or deceptive in a material particular
(2) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 300000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
653ZF 适公司会知悉某权利受影响某权利进行查讯
适公司 ——
(a) 会根分部作出事情致知悉权利受影响 ——
(i) 该公司股份关权利
(ii) 该公司该公司关权利
(b) 会根分部作出事情致须该等权利进行查讯
653ZF Applicable company not to be affected with notice of certain rights or put on enquiry as to certain rights
An applicable company—
(a) is not because of anything done under this Division affected with notice of—
(i) the rights of a person in relation to any shares in the company or
(ii) other rights of a person in or with respect to the company and
(b) is not because of anything done under this Division put on enquiry as to those rights of a person
653ZG 财政司司长订立规例
(1) 影响第657条原财政司司长订立规例事宜订定条文 ——
(a) 豁免公司类公司类型须受分部分部条文规限
(b) 第653B(1)(j)条目指明政府部门机关法定团体
(c) 适公司根分部发出通知关事宜包括事宜 ——
(i) 该通知格式容
(ii) 发出该通知方式
(d) 备存适公司重控制登记册关附带补充事宜
(2) 根第(1)款订立规例规定 ——
(a) 某公司违反根该款订立规例属犯罪 ——
(i) 该公司
(ii) 该公司名责
(b) 某法律实体违反根该款订立规例属犯罪 ——
(i) 该实体
(ii) 该实体名关连士
(c) 干犯(a)(b)段述罪行处超第5级罚款关罪行持续罪行该罪行持续期间日处超1000罚款
附注 ——
请参阅第910条该条订定关根条例订立规例补充条文
653ZG Financial Secretary may make regulations
(1) Without affecting section 657 the Financial Secretary may make regulations—
(a) to exempt a type of company or class of companies from this Division or a provision of this Division
(b) to specify any department or agency of the Government and any statutory body for the purposes of section 653B(1)(j)
(c) to provide for matters relating to a notice given under this Division by an applicable company including providing for—
(i) the form and content of the notice and
(ii) the way in which it is to be given and
(d) to provide for incidental or supplementary matters relating to keeping a significant controllers register of an applicable company
(2) Regulations made under subsection (1) may provide that—
(a) if a company contravenes any of the regulations made under that subsection an offence is committed by—
(i) the company and
(ii) every responsible person of the company
(b) if a legal entity contravenes any of the regulations made under that subsection an offence is committed by—
(i) the entity and
(ii) every related person of the entity and
(c) a person who commits an offence mentioned in paragraph (a) or (b) is liable to a fine not exceeding level 5 and in the case of a continuing offence to a further fine not exceeding 1000 for each day during which the offence continues
Note—
See also section 910 which provides for supplementary provisions for regulations made under this Ordinance
653ZH 关第653J条渡条文
施行第653J(1)条原公司言某项详情生效日期日获确认情况该项详情方属获确认
653ZH Transitional provision for section 653J
For the purposes of section 653J(1) in relation to an existing company a particular is confirmed only if the particular is confirmed on or after the commencement date
653ZI 关第653K条渡条文
施行第653K条某项详情生效日期前已某原公司知(关情况)决定该公司知该项详情时间时考虑关情况
653ZI Transitional provision for section 653K
For the purposes of section 653K in determining the time at which a particular comes to the notice of an existing company any knowledge of the particular that the company had before the commencement date is not to be taken into account
653ZJ 关第653P条渡条文
(1) 施行第653P(2)条生效日期日原公司知道合理相信某重控制该公司须生效日期7日发出该条规定通知
(2) 施行第653P(3)条生效日期日原公司知道合理相信某知道该公司重控制该身分该公司须生效日期7日发出该条规定通知
653ZJ Transitional provisions for section 653P
(1) For the purposes of section 653P(2) if on the commencement date an existing company knows or has reasonable cause to believe that a person is a significant controller of the company the company must give the notice required under that section within 7 days after the commencement date
(2) For the purposes of section 653P(3) if on the commencement date an existing company knows or has reasonable cause to believe that a person knows the identity of another person who is a significant controller of the company the company must give the notice required under that section within 7 days after the commencement date
653ZK 关第653S条渡条文
施行第653S条原公司言某项详情已生效日期日提供情况该项详情方属已提供
653ZK Transitional provision for section 653S
For the purposes of section 653S in relation to an existing company a particular has been provided only if the particular has been provided on or after the commencement date
第3分部 —— 公司纪录
Division 3—Company Records
654 公司纪录涵义
分部中 ——
公司纪录 (company records) 指条例规定公司须备存登记册索引协议备忘录会议纪录文件包括会计纪录
654 Meaning of company records
In this Division—
company records (公司纪录) means any register index agreement memorandum minutes or other document required by this Ordinance to be kept by a company but does not include accounting records
655 公司纪录形式
(1) 公司须充分记录须载公司纪录资料供日参阅
(2) 符合第(1)款规定公司纪录 ——
(a) 采印形式电子形式备存
(b) 公司董事认合适方式编排
(3) 关纪录采电子形式备存关公司须确保该等纪录够印形式重现
(4) 某公司藉着电子形式记录相关资料备存条例规定该公司须备存公司纪录根条例施加该公司容许查阅该纪录责须视 ——
(a) 容许查阅该纪录关部分印形式复制责
(b) 查阅该纪录求容许电子方式查阅该纪录关部分责
(5) 公司违反第(1)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(6) 公司违反第(3)款该公司名责均属犯罪处第3级罚款
(7) 条中 ——
印形式 (in hard copy form) 指纸张形式够供阅读相类形式
电子形式 (in electronic form) 指电子纪录形式
655 Form of company records
(1) A company must adequately record for future reference the information required to be contained in any company records
(2) Subject to subsection (1) company records may be—
(a) kept in hard copy form or in electronic form and
(b) arranged in the manner that the directors of the company think fit
(3) If the records are kept in electronic form the company must ensure that they are capable of being reproduced in hard copy form
(4) If any company records required by this Ordinance to be kept by a company are kept by the company by recording the information in question in electronic form any duty imposed on the company under this Ordinance to allow inspection of the company records is to be regarded as a duty to allow inspection of—
(a) a reproduction of the recording or the relevant part of the recording in hard copy form or
(b) if requested by the person inspecting the recording the recording or the relevant part of the recording by electronic means
(5) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(6) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(7) In this section—
in electronic form (电子形式) means in the form of an electronic record
in hard copy form (印形式) means in a paper form or similar form capable of being read
656 采取预防措施防止揑改责
(1) 公司纪录备存方式非藉着钉装簿册作出记项公司须 ——
(a) 采取足够预防措施防止揑改
(b) 采取足够步骤利便发现揑改
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
656 Duty to take precautions against falsification
(1) If company records are kept otherwise than by making entries in a bound book a company—
(a) must take adequate precautions to guard against falsification and
(b) must take adequate steps to facilitate the discovery of the falsification
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
657 关备存查阅公司纪录提供文副规例
(1) 财政司司长订立规例 ——
(a) 条例条文规定须作出事情公司负责作出规定 ——
(i) 备存公司纪录
(ii) 提供公司纪录供查阅
(iii) 提供公司纪录信讬契副文
(b) 订明须公司纪录信讬契缴付费
(c) 订明根条例须公司纪录信讬契订明准予公司纪录信讬契订明事情
(2) 述规例 ——
(a) 订明公司注册办事处外方作须备存公司纪录方
(b) 订明提出查阅求方式
(c) 规定公司须告知次修改登记册索引日期
(d) 查阅时间期限方式订定条文包括查阅程中情况范围准许抄印资料
(e) 界定公司查阅提供副文目摘录出示资料时该公司摘录出示该等资料性质范围方式方面求
(f) 提供公司纪录信讬契副文时限订定条文
#(g) 订明公司根第644651条行权力方式范围
(3) 条例中规定公司须备存公司纪录条文言根第(2)(a)款订立规例 ——
(a) ——
(i) 藉参该公司业务方该公司备存纪录方订明方
(ii) 方式订明方
(b) 规定非该等规例订明条件获符合否该等规例订明方备存公司纪录属遵守该条文
(c) 该条文订明方
(4) 根第(1)(2)(3)款订立规例规定 ——
(a) 某公司违反根第(1)(2)(3)款订立规例 ——
(i) 该公司
(ii) 该公司名责
均属犯罪
(b) 犯(a)段述罪行处超第5级罚款关罪行持续罪行该罪行持续期间日处超1000罚款
(c) 原讼法庭 ——
(i) 藉命令饬令公司纪录立接受查阅
(ii) 藉命令指示公司纪录信讬契副文提供予权获提供该副文
(iii) 查阅时间期限方式作出命令包括查阅程中情况范围准许抄印资料
(d) 公司纪录信讬契备存关公司外办事处(c)段述命令针该高级员雇员(话)作出
(5) 条例条文根条订立规例解释阻止公司 ——
(a) 提供该等规例规定者更广泛便利
(b) (收取费)收取低订明费费收取费
(6) 条中 ——
信讬契 (trust deed)指保证发行债权证信讬契文件
_____________________
编辑附注：
# 第657(2)(g)条尚未实施
657 Regulations about keeping and inspection of company records and provision of copies
(1) The Financial Secretary may make regulations to—
(a) provide for the obligations of a company that is required by any provision of this Ordinance—
(i) to keep any company records
(ii) to make available for inspection any company records or
(iii) to provide copies of any company records or trust deeds
(b) prescribe the fees payable in respect of company records or trust deeds and
(c) prescribe any other thing that is required or permitted to be prescribed under this Ordinance in respect of company records or trust deeds
(2) The regulations may—
(a) prescribe places other than a company’s registered office at which company records are required to be kept
(b) prescribe the manner in which a request for inspection is to be made
(c) require a company to inform a person of the most recent date on which alterations were made to a register or an index
(d) make provision as to the time duration and manner of inspection including the circumstances in which and the extent to which the copying of information is permitted in the course of inspection
(e) define what may be required of a company as regards the nature extent and manner of extracting or presenting any information for the purposes of inspection or the provision of copies
(f) make provision as to the time within which a copy of company records or a copy of a trust deed must be provided and
#(g) prescribe the manner in which and the extent to which a company may exercise the power under section 644 or 651
(3) Regulations made under subsection (2)(a) may in relation to a provision of this Ordinance requiring a company to keep any company records—
(a) prescribe a place—
(i) by reference to the company’s principal place of business or the place at which the company keeps any other records or
(ii) in any other way
(b) provide that that provision is not complied with by keeping company records at a place prescribed in the regulations unless conditions prescribed in the regulations are met and
(c) prescribe more than one place in relation to that provision
(4) Regulations made under subsection (1) (2) or (3) may provide that—
(a) if a company contravenes any of the regulations made under subsection (1) (2) or (3) an offence is committed by—
(i) the company and
(ii) every responsible person of the company
(b) a person who commits an offence mentioned in paragraph (a) is liable to a fine not exceeding level 5 and in the case of a continuing offence to a further fine not exceeding 1000 for each day during which the offence continues
(c) the Court may—
(i) by order compel an immediate inspection of company records
(ii) by order direct that a copy of company records or a copy of a trust deed be provided to a person entitled to be provided with the copy and
(iii) make any order as to the time duration and manner of inspection including the circumstances in which and the extent to which the copying of information is permitted in the course of inspection and
(d) if company records or a trust deed is kept at the office of a person other than the company concerned an order mentioned in paragraph (c) may be made against that other person and that other person’s officers and other employees (if any)
(5) Nothing in any provision of this Ordinance or in the regulations made under this section is to be construed as preventing a company—
(a) from providing more extensive facilities than are required by the regulations or
(b) if a fee may be charged from charging a lesser fee than that prescribed or none at all
(6) In this section—
trust deed (信讬契) means a trust deed or any other document securing the issue of debentures
_____________________
Editorial Note
# Section 657(2)(g) is not yet in operation
第4分部 —— 注册办事处公布公司名称
Division 4—Registered Office and Publication of Company Names
658 公司注册办事处
(1) 公司须香港设注册办事处通讯通知均致予该办事处
(2) 某公司注册法团成立表格述明拟作该公司注册办事处址该公司成立法团日期起须视注册办事处址直关该址更改通知根第(3)款交付处长止
(3) 公司注册办事处址更改该公司须更改15日符合指明格式更改通知交付处长登记
(4) 公司周年申报表包含项关公司注册办事处址陈述属履行第(3)款施加责
(5) 公司违反第(1)(3)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
658 Registered office of company
(1) A company must have a registered office in Hong Kong to which all communications and notices may be addressed
(2) The intended address of a company’s registered office stated in the incorporation form registered in respect of the company is to be regarded as the address of its registered office with effect from the date of its incorporation until a notice of change in respect of the address is delivered to the Registrar under subsection (3)
(3) If the address of a company’s registered office is changed the company must deliver to the Registrar for registration a notice of the change in the specified form within 15 days after the change
(4) The inclusion in the annual return of a company of a statement as to the address of its registered office does not satisfy the obligation imposed by subsection (3)
(5) If a company contravenes subsection (1) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
659 披露公司名称等规定
(1) 财政司司长订立规例规定公司 ——
(a) 订明位置展示订明资料
(b) 法团印章中订明类文件通讯中述明订明资料
(c) 公司业务程中公司求该提供订明资料 (2018年第35号第68条修订)
(2) 述规例 ——
(a) 订明情况规定披露关公司名称
(b) 订明资料须种方式展示述明提供订定条文
(c) 豁免公司需遵守根第(1)款订立规例规定
(3) 述规例规定披露公司名称规定言须理会须成该名称部分字词该字词准许缩写(反然)间差异
659 Requirement to disclose company name etc
(1) The Financial Secretary may make regulations to require companies—
(a) to display prescribed information in prescribed locations
(b) to state prescribed information in common seals and in prescribed descriptions of documents or communications and
(c) to provide prescribed information on request to those they deal with in the course of their business
(2) The regulations—
(a) may in prescribed circumstances require disclosure of the name of the company
(b) may make provision as to the manner in which any prescribed information is to be displayed stated or provided and
(c) may exempt a company from any requirement of the regulations made under subsection (1)
(3) The regulations may provide that for the purposes of any requirement to disclose a company’s name any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) is to be disregarded
660 作出规定披露刑事果
根第659条订立规例规定 ——
(a) 某公司违反根该条订立规例 ——
(i) 该公司
(ii) 该公司名责
均属犯罪
(b) 代关公司行事违反根该条订立规例该属犯罪
(c) 犯(a)(b)段述罪行处超第3级罚款
660 Criminal consequences of failure to make required disclosures
Regulations made under section 659 may provide that—
(a) if a company contravenes any of the regulations made under that section an offence is committed by—
(i) the company and
(ii) every responsible person of the company
(b) if any person who is acting on behalf of the company contravenes any of the regulations made under that section an offence is committed by that person and
(c) a person who commits an offence mentioned in paragraph (a) or (b) is liable to a fine not exceeding level 3
661 作出规定披露民事果
某公司高级员该公司代表签署授权代该公司签署汇票承付票批注支票汇款单定货单(关票)该公司名称没根第659条订立规例规定方式该关票中提该高级员该代表须该关票涉款项该关票持承担法律责(非该款项已该公司妥支付)
661 Civil consequence of failure to make required disclosures
If an officer of a company or a person on its behalf signs or authorizes to be signed on behalf of the company any bill of exchange promissory note endorsement cheque or order for money or goods in which the company’s name is not mentioned in the manner as required by regulations made under section 659 that officer or person is personally liable to the holder of the bill of exchange promissory note cheque or order for money or goods for the amount of it (unless it is duly paid by the company)
第5分部 —— 周年申报表
Division 5—Annual Return
662 交付周年申报表规定
(1) 私公司须年(成立法团年外)该公司申报表日期42日第(5)款指明周年申报表交付处长登记
(2) 某年言第(1)款提述关公司申报表日期该公司成立法团日该年中周年日
(3) 公众公司担保限公司须财政年度该公司申报表日期42日第(5)款指明周年申报表交付处长登记
(4) 某财政年度言第(3)款提述关公司申报表日期 ——
(a) (该公司属公众公司)该公司会计参期结束6月届满日
(b) (该公司属担保限公司)该公司会计参期结束9月届满日
(5) 条指周年申报表须符合第664条规定
(6) 公司违反第(1)(3)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 某裁定犯第(6)款订罪行施加惩罚外裁判官行命令该须该命令指明时间作出该先前没作出作
(8) 违反第(7)款指命令属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(9) 条中 ——
会计参期 (accounting reference period)具第368条予该词涵义
662 Requirement to deliver annual return
(1) A private company must in respect of every year (except the year of its incorporation) deliver to the Registrar for registration an annual return specified in subsection (5) within 42 days after the company’s return date
(2) The company’s return date mentioned in subsection (1) is in respect of a particular year the anniversary of the date of the company’s incorporation in that year
(3) A public company or a company limited by guarantee must in respect of every financial year deliver to the Registrar for registration an annual return specified in subsection (5) within 42 days after the company’s return date
(4) The company’s return date mentioned in subsection (3) is in respect of a particular financial year—
(a) if the company is a public company the date that is 6 months after the end of its accounting reference period and
(b) if the company is a company limited by guarantee the date that is 9 months after the end of its accounting reference period
(5) An annual return under this section must comply with the requirements under section 664
(6) If a company contravenes subsection (1) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) If a person is convicted of an offence under subsection (6) the magistrate may in addition to any penalty that may be imposed order that the person must within a time specified in the order do the act that the person has failed to do
(8) A person who contravenes an order under subsection (7) commits an offence and is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(9) In this section—
accounting reference period (会计参期) has the meaning given by section 368
663 活动公司豁免交付周年申报表规定
(1) 公司属第5(1)条指活动公司第662条适该公司
(2) 述公司进行会计交易该会计交易日期起第(1)款具效力
663 Exemption of dormant company from requirement to deliver annual return
(1) Section 662 does not apply to a company that is a dormant company under section 5(1)
(2) If such a company enters into an accounting transaction subsection (1) ceases to have effect on and after the date of the accounting transaction
664 周年申报表容
(1) 第662条指公司周年申报表须 ——
(a) 符合指明格式
(b) 关公司载该格式指明详情
(2) 局限第23条原处长施行条类公司指明格式详情
(3) 局限第(1)款原第662条指周年申报表须 ——
(a) 载附表6 指明资料
(b) 附该附表指明文件
(4) 第(3)款规定 ——
(a) 私公司根第662(1)条须某年交付周年申报表
(b) 该年中时间 ——
(i) 该公司违反章程细施加限制情况登记该公司股份转
(ii) 该公司成员数超出第11(1)(a)(ii)条指明数
(iii) 该公司邀请公众士认购该公司股份债权证
该周年申报表须改载第(5)款指明资料须附第(5)款指明文件
(5) 述资料文件 ——
(a) 附表6公众公司指明资料文件
(b) 关公司财政年度关资料文件该财政年度终结日期关周年申报表须交付年中
(6) 原讼法庭应关公司关事宜利害关系申请命令第(4) 款适该公司
(7) 原讼法庭认公正合宜条款条件作出述命令
(8) 原讼法庭非信纳事宜否作出述命令 ——
(a) 第(4)(b)(i)(ii)(iii)款述情况出现属意外
(b) 该情况出现属心失充分致
(c) 基理予宽免公正公
664 Contents of annual return
(1) A company’s annual return under section 662 must—
(a) be in the specified form and
(b) contain with respect to the company the particulars specified in the form
(2) Without limiting section 23 the Registrar may for the purposes of this section specify different forms or particulars in relation to different types of companies
(3) Without limiting subsection (1) an annual return under section 662 must—
(a) contain the information specified in Schedule 6 and
(b) be accompanied by the documents specified in that Schedule
(4) Despite subsection (3) if—
(a) an annual return is required to be delivered by a private company under section 662(1) in respect of a year and
(b) at any time during the year—
(i) the company registers any transfer of shares in the company in contravention of the restriction imposed by the company’s articles
(ii) the membership of the company exceeds the number specified in section 11(1)(a)(ii) or
(iii) the company makes an invitation to the public to subscribe for any shares or debentures of the company
the annual return must contain the information and be accompanied by the documents specified in subsection (5) instead
(5) The information and documents are—
(a) information and documents specified for the purposes of a public company in Schedule 6 and
(b) information and documents that relate to the financial year of the company ending on a date within the year in respect of which the annual return is required to be delivered
(6) The Court may on the application of the company or a person interested in the matter order that subsection (4) does not apply to the company
(7) The Court may make the order on any terms and conditions that the Court thinks just and expedient
(8) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (4)(b)(i) (ii) or (iii) was accidental
(b) it was due to inadvertence or to some other sufficient cause that the event occurred or
(c) it is just and equitable to grant the relief on other grounds
665 提述周年申报表解释
条例中提述公司份申报表提述第662条交付申报表须解释包括(确保法律延续性需范围)结算日期该条生效日期#前申报表前身条例处长递交申报表
_____________________
编辑附注：
# 生效日期：2014年3月3日
___________
665 Construction of reference to annual return
A reference in this Ordinance to a company’s last annual return or to an annual return delivered in accordance with section 662 is to be construed as including (so far as necessary to ensure the continuity of the law) a return made up to a date before the commencement date# of that section or forwarded to the Registrar in accordance with the predecessor Ordinance
_____________________
Editorial Note
# Commencement date 3 March 2014
___________
第13部
Part 13
安排合进行收购股份回购时强制购入股份
(格式变更——2013年第1号编辑修订纪录)
Arrangements Amalgamation and Compulsory Share Acquisition in Takeover and Share Buyback
(Amended ER 1 of 2013)
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
666 释义
部中 ——
子女 (child)包括继子女非婚生子女香港法律承认方式领养子女
居关系 (cohabitation relationship)指作情侣亲密关系生活两名士(性异性)间关系
回购公司 (repurchasing company)公开约言指作出该约市公司
约期 (offer period)约言指接受该约限期
666 Interpretation
In this Part—
child (子女) includes a stepchild an illegitimate child and a child adopted in any manner recognized by the law of Hong Kong
cohabitation relationship (居关系) means a relationship between 2 persons (whether of the same sex or of the opposite sex) who live together as a couple in an intimate relationship
offer period (约期) in relation to an offer means the period within which the offer can be accepted
repurchasing company (回购公司) in relation to a general offer means the listed company that makes the offer
667 联系者
(1) 部中提述约成员联系者 ——
(a) 该约成员然情况提述 ——
(i) 该约成员配偶
(ii) 该约成员处居关系
(iii) 该约成员子女
(iv) 第(ii)节指符合说明子女 ——
(A) 非该约成员子女
(B) 该约成员生活
(C) 未满18 岁
(v) 该约成员父母
(vi) 该约成员重权益法团体
(vii) 属该约成员订立收购协议方属该协议方代名
(b) 该约成员法团体情况提述 ——
(i) 该约成员属公司集团法团体
(ii) 该约成员重权益法团体
(iii) 属该约成员订立收购协议方属该协议方代名
(2) 部中提述回购公司联系者提述 ——
(a) 该回购公司属公司集团法团体
(b) 该回购公司重权益法团体
(c) 属该回购公司订立收购协议方属该协议方代名
(3) 第(1)(2)款言情况约成员回购公司属某法团体重权益 ——
(a) 该法团体众董事半数董事惯常该约成员回购公司指示指令行事
(b) 该法团体成员会该约成员回购公司权行30表决权权控制30表决权行
(4) 第(3)款中提述约成员回购公司控制行表决权包括关情况法团体控制行表决权关情况指该约成员回购公司该法团体成员会权行50表决权权控制50表决权行
(5) 第(1)(2)款言协议符合说明属收购协议 ——
(a) 该协议收购 ——
(i) 关收购约公开约关股份订立
(ii) 该等股份权益订立
(b) 该协议条文包括具效力条文：保存处置该协议方该协议取股份权益该方施加义务限制
667 Associate
(1) In this Part a reference to an associate of an offeror or member is—
(a) if the offeror or member is a natural person a reference to—
(i) the offeror’s or member’s spouse
(ii) a person who is in a cohabitation relationship with the offeror or member
(iii) a child of the offeror or member
(iv) a child of a person falling within subparagraph (ii) who—
(A) is not a child of the offeror or member
(B) lives with the offeror or member and
(C) has not attained the age of 18
(v) a parent of the offeror or member
(vi) a body corporate in which the offeror or member is substantially interested or
(vii) a person who is a party or a nominee of a party to an acquisition agreement with the offeror or member or
(b) if the offeror or member is a body corporate a reference to—
(i) a body corporate in the same group of companies as the offeror or member
(ii) a body corporate in which the offeror or member is substantially interested or
(iii) a person who is a party or a nominee of a party to an acquisition agreement with the offeror or member
(2) In this Part a reference to an associate of a repurchasing company is a reference to—
(a) a body corporate in the same group of companies as the repurchasing company
(b) a body corporate in which the repurchasing company is substantially interested or
(c) a person who is a party or a nominee of a party to an acquisition agreement with the repurchasing company
(3) For the purposes of subsections (1) and (2) an offeror member or repurchasing company is substantially interested in a body corporate if—
(a) the body corporate or its directors or a majority of its directors are accustomed to act in accordance with the directions or instructions of the offeror member or repurchasing company or
(b) the offeror member or repurchasing company is entitled to exercise or control the exercise of more than 30 of the voting power at any general meeting of the body corporate
(4) In subsection (3) a reference to voting power the exercise of which is controlled by an offeror member or repurchasing company includes voting power the exercise of which is controlled by another body corporate if the offeror member or repurchasing company is entitled to exercise or control the exercise of more than 50 of the voting power at any general meeting of that other body corporate
(5) For the purposes of subsections (1) and (2) an agreement is an acquisition agreement if—
(a) it is an agreement for the acquisition of—
(i) any of the shares to which the takeover offer or general offer relates or
(ii) an interest in those shares and
(b) it includes provisions imposing obligations or restrictions on any of the parties to it with respect to the use retention or disposal of the party’s interests in the shares acquired pursuant to the agreement
第2分部 —— 安排妥协
Division 2—Arrangements and Compromises
668 释义
(1) 分部中 ——
公司 (company)第675条外指根公司(清盘杂项条文)条例(第32章)清盘公司
安排 (arrangement)包括藉着类股份合藉着股份拆分类股份时藉着述两种方式重组公司股
(2) 公司没章程细分部中提述公司章程细处须理解组织该公司该公司组织作出规定文书
668 Interpretation
(1) In this Division—
arrangement (安排) includes a reorganization of the company’s share capital by the consolidation of shares of different classes or by the division of shares into different classes or both
company (公司) except in section 675 means a company liable to be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(2) In this Division a reference to a company’s articles in the case of a company not having articles is to be read as the instrument constituting or defining the constitution of the company
669 分部适范围
关安排妥协建议公司两者中订立分部适 ——
(a) 该公司债权类债权
(b) 该公司成员类成员
669 Application of Division
This Division applies if an arrangement or compromise is proposed to be entered into by a company with either or both of the following—
(a) the creditors or any class of the creditors of the company
(b) the members or any class of the members of the company
670 原讼法庭命令召开债权成员会议
(1) 原讼法庭应款目提出申请 ——
(a) 命令原讼法庭指示方式召开第(2)(a)款指明会议第(2)(b)款指明会议召开述两者(视属情况定)
(b) 第674(4)条目宣布某根该条获指明士
(2) 述会议 ——
(a) ——
(i) 关安排妥协建议关公司债权订立情况该等债权会议
(ii) 关安排妥协建议关公司某类债权订立情况该类债权会议
(b) ——
(i) 关安排妥协建议关公司成员订立情况该等成员会议
(ii) 关安排妥协建议关公司某类成员订立情况该类成员会议
(3) 第(4)款规定外第(1)款目提出申请士提出 ——
(a) (属债权会议)关公司该等债权
(b) (属某类债权会议)关公司该类债权
(c) (属成员会议) 关公司该等成员
(d) (属某类成员会议)关公司该类成员
(4) 关公司正进行清盘第(1)款目提出申请清盘时清盘提出
(5) 第(1)款目提出申请须循简易程序方式提出
670 Court may order meeting of creditors or members to be summoned
(1) The Court may on application made for the purposes of this subsection—
(a) order a meeting specified in subsection (2)(a) or a meeting specified in subsection (2)(b) or both (as the case may be) to be summoned in any manner that the Court directs and
(b) for the purposes of section 674(4) declare a person to be a person specified under that section
(2) The meeting is—
(a) if the arrangement or compromise is proposed to be entered into—
(i) with the creditors of the company a meeting of those creditors or
(ii) with a class of the creditors of the company a meeting of that class of creditors and
(b) if the arrangement or compromise is proposed to be entered into—
(i) with the members of the company a meeting of those members or
(ii) with a class of the members of the company a meeting of that class of members
(3) Subject to subsection (4) an application for the purposes of subsection (1) may be made only by—
(a) in the case of a meeting of creditors the company or any of the creditors
(b) in the case of a meeting of a class of creditors the company or any creditor of that class
(c) in the case of a meeting of members the company or any of the members or
(d) in the case of a meeting of a class of members the company or any member of that class
(4) If the company is being wound up an application for the purposes of subsection (1) may be made only by the liquidator or provisional liquidator
(5) An application for the purposes of subsection (1) must be made in a summary way
671 须债权成员发出提供说明陈述
(1) 根第670条召开会议 ——
(a) 份送交债权成员召开该会议通知均须附项符合第(3)(4)款说明陈述
(b) 份藉广告形式予召开该会议通知 ——
(i) 均须包括项符合第(3)(4)款说明陈述
(ii) 均须述明权出席该会议债权成员处取该陈述文
(2) 藉广告形式予通知述明权出席关会议债权成员取说明陈述文债权成员该通知指明方式提出申请关公司须该债权成员免费提供该陈述文
(3) 述说明陈述 ——
(a) 须解释关安排妥协效力
(b) 须述明 ——
(i) 关公司董事(该公司董事成员债权身分身分)根该安排妥协具具相分量利害关系
(ii) 该安排妥协该等利害关系影响限该影响异类似利害关系影响情况
(4) 关安排妥协影响公司债权证持权利关说明陈述须保证发行债权证契受讬予解释该解释须类似该陈述须述董事予解释
(5) 第(1)(2)款遭违反均属犯罪 ——
(a) 关公司
(b) 关公司名责
(c) 关公司授权准许参没采取切合理步骤防止该违例事项清盘时清盘
(d) 授权准许参没采取切合理步骤防止违反该款保证发行关公司债权证契受讬
(6) 犯第(5)款订罪行处第5级罚款
(7) 某违反第(1)款控犯第(5)款订罪行确立违反第(1)款(该关公司董事关公司债权证持受讬)拒绝提供关该利害关系需详情引致属免责辩护
671 Explanatory statements to be issued or made available to creditors or members
(1) If a meeting is summoned under section 670—
(a) every notice summoning the meeting that is sent to a creditor or member must be accompanied by an explanatory statement complying with subsections (3) and (4) and
(b) every notice summoning the meeting that is given by advertisement—
(i) must include an explanatory statement complying with subsections (3) and (4) or
(ii) must state where and how a creditor or member entitled to attend the meeting may obtain a copy of the explanatory statement
(2) If a notice given by advertisement states that a creditor or member entitled to attend the meeting may obtain a copy of an explanatory statement the company must provide a copy of the statement free of charge to a creditor or member applying in the manner specified in the notice
(3) An explanatory statement—
(a) must explain the effect of the arrangement or compromise and
(b) must state—
(i) any material interests of the company’s directors whether as directors or as members or as creditors of the company or otherwise under the arrangement or compromise and
(ii) the effect of the arrangement or compromise on those interests in so far as the effect is different from the effect on the like interests of other persons
(4) If the arrangement or compromise affects the rights of the company’s debenture holders an explanatory statement must give the like explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the directors
(5) If subsection (1) or (2) is contravened all of the following commit an offence—
(a) the company
(b) every responsible person of the company
(c) a liquidator or provisional liquidator of the company who authorizes or permits participates in or fails to take all reasonable steps to prevent the contravention
(d) a trustee of a deed for securing the issue of the company’s debentures who authorizes or permits participates in or fails to take all reasonable steps to prevent the contravention
(6) A person who commits an offence under subsection (5) is liable to a fine at level 5
(7) If a person is charged with an offence under subsection (5) for a contravention of subsection (1) it is a defence to establish that the contravention was due to the refusal of another person who was a director of the company or a trustee for debenture holders of the company to supply the necessary particulars of that other person’s interests
672 董事受讬须通知公司关安排妥协利害关系等
(1) 根第670条召开会议关公司董事关公司债权证持受讬须该公司予关该董事受讬第671条目言属必需事宜通知
(2) 违反第(1)款属犯罪处第5级罚款
672 Directors and trustees must notify company of interests under arrangement or compromise etc
(1) If a meeting is summoned under section 670 a director of the company or a trustee for its debenture holders must give notice to the company of any matter relating to the director or trustee that may be necessary for the purposes of section 671
(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 5
673 原讼法庭认许安排妥协
(1) 建议债权某类债权订立安排妥协建议成员某类成员订立安排妥协建议兼述两者订立安排妥协该等该名士意该安排妥协条适
(2) 原讼法庭应款目提出申请认许关安排妥协
(3) 第(4)款规定外第(2)款目提出申请士提出 ——
(a) (属建议公司债权订立安排妥协) 该公司该等债权
(b) (属建议公司某类债权订立安排妥协)该公司该类债权
(c) (属建议公司成员订立安排妥协)该公司该等成员
(d) (属建议公司某类成员订立安排妥协)该公司该类成员
(4) 关公司正进行清盘第(2)款目提出申请清盘时清盘提出
(5) 获原讼法庭根第(2)款认许安排妥协具约束力 ——
(a) 关公司( 关公司正进行清盘) 关公司清盘时清盘分担
(b) 属该安排妥协建议订立方债权某类债权成员某类成员述两者
(6) 处长根第2部原讼法庭根第(2)款作出命令正式文登记前该命令没效力
(7) 原讼法庭命令修订关公司章程细修订第622条适决议协议第(6)款目交付处长登记该命令正式文须附修订该章程细修订该决议协议文
(8) 第(7)款遭违反关公司名责均属犯罪处第3级罚款
673 Court may sanction arrangement or compromise
(1) This section applies if the creditors or the class of creditors or the members or the class of members or both with whom the arrangement or compromise is proposed to be entered into agree or agrees to the arrangement or compromise
(2) The Court may on application made for the purposes of this subsection sanction the arrangement or compromise
(3) Subject to subsection (4) an application for the purposes of subsection (2) may be made only by—
(a) in the case of an arrangement or compromise proposed to be entered into with the creditors of a company the company or any of the creditors
(b) in the case of an arrangement or compromise proposed to be entered into with a class of creditors of a company the company or any creditor of that class
(c) in the case of an arrangement or compromise proposed to be entered into with the members of a company the company or any of the members or
(d) in the case of an arrangement or compromise proposed to be entered into with a class of members of a company the company or any member of that class
(4) If the company is being wound up an application for the purposes of subsection (2) may be made only by the liquidator or provisional liquidator
(5) An arrangement or compromise sanctioned by the Court under subsection (2) is binding—
(a) on the company or if the company is being wound up on the liquidator or provisional liquidator and contributories of the company and
(b) on the creditors or the class of creditors or the members or the class of members or both with whom the arrangement or compromise is proposed to be entered into
(6) An order made by the Court under subsection (2) has no effect until an office copy of the order is registered by the Registrar under Part 2
(7) If the order of the Court amends the company’s articles or any resolution or agreement to which section 622 applies the office copy of that order delivered to the Registrar for registration for the purposes of subsection (6) must be accompanied by a copy of those articles or the resolution or agreement as amended
(8) If subsection (7) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
674 补充第673(1)条条文：安排妥协表示意
(1) 第673(1)条言 ——
(a) 情况关债权属意关安排妥协︰根第670条召开债权会议出席该会议投票(亲身出席投票委派代表出席投票)债权中占中价值少75半数债权意该安排妥协
(b) 情况关类债权属意关安排妥协︰根第670条召开该类债权会议出席该会议投票(亲身出席投票委派代表出席投票) 该类债权中占中价值少75半数债权意该安排妥协
(c) 第(2)(a)款规定外情况关成员属意关安排妥协 ——
(i) 根第670条召开成员会议出席该会议投票(亲身出席投票委派代表出席投票)成员中占持中少75表决权成员意该安排妥协
(ii) 原讼法庭命令外该会议出席该会议投票(亲身出席投票委派代表出席投票)半数成员意该安排妥协
(d) 第(2)(b)款规定外情况关类成员属意关安排妥协 ——
(i) 根第670条该类成员召开会议出席投票(亲身出席投票委派代表出席投票)该类成员中占持中少75表决权成员意该安排妥协
(ii) 原讼法庭命令外该会议出席该会议投票(亲身出席投票委派代表出席投票)该类半数成员意该安排妥协
(2) 然关安排涉属第707条指公开约涉收购约 ——
(a) 情况关成员属意该安排 ——
(i) 根第670条召开成员会议出席该会议投票(亲身出席投票委派代表出席投票)成员中占持中少75表决权成员意该安排
(ii) 该会议该安排投反票占关公司利害关系股份附总表决权超10
(b) 情况关类成员属意该安排 ——
(i) 根第670条该类成员召开会议出席该会议投票(亲身出席投票委派代表出席投票)该类成员中占持中少75表决权成员意该安排
(ii) 该会议该安排投反票占关公司属该类利害关系股份附总表决权超10
(3) 第(2)款中 ——
利害关系股份 (disinterested shares)指 ——
(a) (属收购约情况)股份外关公司股份 ——
(i) 关约持股份代名代表该约持股份
(ii) 该约联系者持股份(该属第667(1)(a)(vii)(b)(iii)条指者属第(4)款指明士属例外)
(iii) 属该约订立第667(5)条指收购协议方(第(4)款指明士外)持股份代名根该收购协议代表该持股份
(b) (属公开约情况)股份外该公司股份 ——
(i) 第705(1)条界定售股成员持股份代名代表该成员持股份
(ii) 该等售股成员联系者持股份(该属第667(1)(a)(vii)(b)(iii)条指者属第(4)款指明士属例外)
(iii) 代名代表关回购公司持股份
(iv) 该等回购公司联系者持股份(该属第667(2)(c)条指者属第(4)款指明士属例外)
(v) 属该等售股成员回购公司订立该等收购协议方(第(4)款指明士外)持股份代名根该收购协议代表该持股份
(4) 第(3)款中利害关系股份定义中(a)(ii)(iii)(b)(ii)(iv)(v)段目指明士：获原讼法庭根第670(1)(b)条宣布属条指指明士
(5) 第(2)(3)款言 ——
(a) 情况收购某公司股份作出约属收购约 ——
(i) 该约容收购该公司股份类股份中股份(该约日期约持股份外)
(ii) 该约 ——
(A) 关类股份该约关股份言该约条款相
(B) 关类股份该约关类股份中股份言该约条款相
(b) 根某约取消某公司股份提供代价情况该约属收购约 ——
(i) 根该约代价取消该公司股份外股份提供取消该公司类股份中股份外股份提供 ——
(A) 该约日期约持股份
(B) 关约文件中指明会根该约取消股份
(C) 该约日期居某方成员持股份该约违反该方法律
(ii) 该约 ——
(A) 关类股份该约关股份言该约条款相
(B) 关类股份该约关类股份中股份言该约条款相
(6) 第(5)款中 ——
股份 (shares)指关约日期已配发股份
(7) 第(5)(a)(i)(b)(i)款中提述约持股份 ——
(a) 包括该约已订立合约承诺条件收购承诺某条件获符合前提收购股份
(b) 包括属符合说明合约标股份 ——
(i) 该合约该约关公司股份持订立目确保该约作出时该持会接受该约
(ii) 该合约订立没代价藉契订立订立该合约收取代价属微足道订立该合约收取代价包含该约作出该约承诺
(8) 第(5)(a)(ii)(b)(ii)款言某约关股份某类股份股份言较早配发股份提供代价价值较配发股份提供代价价值符合条件该约条款须视关股份言相 ——
(a) 股份附获某项股息权利类股份时间配发附该权利
(b) 该代价价值差纯粹反映述获股息权利分
(c) 非该代价价值差关关股份约条款便会相
(9) 第(5)(a)(ii) (b)(ii) 款言某约关股份某类股份股份言提供代价形式符合条件该约条款须视关股份言相 ——
(a) 香港外某方法律准许提供该约条款指明形式代价该方法律规定非约符合某约够符合约视分严苛条件否准许提供该形式代价
(b) 某提供指明形式代价获准许形式代价该提供
(c) 该够收取该形式致相等价值代价
(d) 非代价形式分关关股份约条款便会相
(10) 第(5)款规定收购约关股份中包括会该约日期该约指明日期前配发股份
(11) 第(2)(3)(4)(5)(6)(7)(8)(9)(10)款中提述公司股份包括 ——
(a) 转换该公司股份债权证
(b) 转换该公司股份予持认购该公司股份权利该公司证券
述款适该等债权证证券犹该等债权证证券该公司独立类股份中提述成员股份持处须理解
674 Provision supplementary to section 673(1) agreement to arrangement or compromise
(1) For the purposes of section 673(1)—
(a) the creditors agree to the arrangement or compromise if at a meeting of the creditors summoned under section 670 a majority in number representing at least 75 in value of the creditors present and voting in person or by proxy agree to the arrangement or compromise
(b) a class of creditors agrees to the arrangement or compromise if at a meeting of the class of creditors summoned under section 670 a majority in number representing at least 75 in value of the class of creditors present and voting in person or by proxy agree to the arrangement or compromise
(c) subject to subsection (2)(a) the members agree to the arrangement or compromise if at a meeting of the members summoned under section 670—
(i) members representing at least 75 of the voting rights of the members present and voting in person or by proxy agree to the arrangement or compromise and
(ii) unless the Court orders otherwise a majority in number of the members present and voting in person or by proxy agree to the arrangement or compromise and
(d) subject to subsection (2)(b) a class of members agrees to the arrangement or compromise if at a meeting of the class of members summoned under section 670—
(i) members representing at least 75 of the voting rights of the class of members present and voting in person or by proxy agree to the arrangement or compromise and
(ii) unless the Court orders otherwise a majority in number of the class of members present and voting in person or by proxy agree to the arrangement or compromise
(2) However where the arrangement involves a general offer within the meaning of section 707 or a takeover offer—
(a) the members agree to the arrangement if—
(i) at a meeting of the members summoned under section 670 members representing at least 75 of the voting rights of the members present and voting in person or by proxy agree to the arrangement and
(ii) the votes cast against the arrangement at the meeting do not exceed 10 of the total voting rights attached to all disinterested shares in the company
(b) a class of members agrees to the arrangement if—
(i) at a meeting of the class of members summoned under section 670 members representing at least 75 of the voting rights of the class of members present and voting in person or by proxy agree to the arrangement and
(ii) the votes cast against the arrangement at the meeting do not exceed 10 of the total voting rights attached to all disinterested shares of the class in the company
(3) In subsection (2)—
disinterested shares (利害关系股份) means—
(a) in the case of a takeover offer shares in the company other than those held—
(i) by the offeror or by a nominee on behalf of the offeror
(ii) by an associate of the offeror (except a person who falls within section 667(1)(a)(vii) or (b)(iii) or a person specified in subsection (4)) or
(iii) by a person who is a party to an acquisition agreement within the meaning of section 667(5) with the offeror (except a person specified in subsection (4)) or by a nominee on behalf of the person under the acquisition agreement
(b) in the case of a general offer shares in the company other than those held—
(i) by a nontendering member as defined by section 705(1) or by a nominee on behalf of the member
(ii) by an associate of such a nontendering member (except a person who falls within section 667(1)(a)(vii) or (b)(iii) or a person specified in subsection (4))
(iii) by a nominee on behalf of the repurchasing company
(iv) by an associate of such a repurchasing company (except a person who falls within section 667(2)(c) or a person specified in subsection (4)) or
(v) by a person who is a party to such an acquisition agreement with such a nontendering member or repurchasing company (except a person specified in subsection (4)) or by a nominee on behalf of the person under the acquisition agreement
(4) The person specified for the purposes of paragraph (a)(ii) and (iii) and (b)(ii) (iv) and (v) of the definition of disinterested shares in subsection (3) is a person declared under section 670(1)(b) to be a person specified under this section
(5) For the purposes of subsections (2) and (3)—
(a) an offer to acquire shares in a company is a takeover offer if—
(i) it is an offer to acquire all the shares or all the shares of any class in the company except those that at the date of the offer are held by the offeror and
(ii) the terms of the offer are the same—
(A) where the offer does not relate to shares of different classes in relation to all the shares to which the offer relates or
(B) where the offer relates to shares of different classes in relation to all the shares of each class to which the offer relates and
(b) an offer under which consideration is provided for the cancellation of shares in a company is also a takeover offer if—
(i) it is an offer under which consideration is provided for the cancellation of all the shares or all the shares of any class in the company except—
(A) those that at the date of the offer are held by the offeror
(B) those that are specified in the offer document as shares that are not to be cancelled under the offer and
(C) those that at the date of the offer are held by a member residing in a place where such an offer is contrary to the law of the place and
(ii) the terms of the offer are the same—
(A) where the offer does not relate to shares of different classes in relation to all the shares to which the offer relates or
(B) where the offer relates to shares of different classes in relation to all the shares of each class to which the offer relates
(6) In subsection (5)—
shares (股份) means shares that have been allotted on the date of the offer
(7) In subsection (5)(a)(i) and (b)(i) a reference to shares that are held by an offeror—
(a) includes shares that the offeror has contracted unconditionally or subject to conditions being satisfied to acquire but
(b) excludes shares that are the subject of a contract—
(i) entered into by the offeror with a holder of shares in the company in order to secure that the holder will accept the offer when it is made and
(ii) entered into for no consideration and by deed for consideration of negligible value or for consideration consisting of a promise by the offeror to make the offer
(8) For the purposes of subsection (5)(a)(ii) and (b)(ii) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the value of consideration offered for the shares allotted earlier as against the value of consideration offered for those allotted later the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) shares carry an entitlement to a particular dividend that other shares of the same class by reason of being allotted at a different time do not carry
(b) the difference in value of consideration merely reflects that difference in entitlement to dividend and
(c) but for the difference in the value of consideration the terms of the offer would be the same in relation to all the shares concerned
(9) For the purposes of subsection (5)(a)(ii) and (b)(ii) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the form of consideration offered the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) the law of a place outside Hong Kong precludes an offer of consideration in the form specified in the terms of the offer or precludes it except after compliance by the offeror with conditions with which the offeror is unable to comply or that the offeror regards as unduly onerous
(b) consideration in another form is offered to a person to whom an offer of consideration in the specified form is so precluded
(c) the person is able to receive consideration in that other form that is of substantially equivalent value and
(d) but for the difference in the form of consideration the terms of the offer would be the same in relation to all the shares concerned
(10) Despite subsection (5) a takeover offer may include among the shares to which it relates shares that will be allotted after the date of the offer but before a date specified in the offer
(11) In subsections (2) (3) (4) (5) (6) (7) (8) (9) and (10) a reference to shares in a company includes—
(a) debentures that are convertible into shares in the company and
(b) securities of the company that are convertible into or entitle the holder to subscribe for shares in the company
Those subsections apply to those debentures or securities as if they were shares of a separate class of the company and a reference to a member or a holder of shares in those subsections is to be read accordingly
675 原讼法庭促成重组合额外权力
(1) 情况条适 ——
(a) 第673(2)条目提出申请求认许某安排妥协
(b) 已原讼法庭证明 ——
(i) 该安排妥协建议重组间间公司合2间2间公司计划作出该计划关连情况建议作出
(ii) 该计划该计划涉公司财产业务该财产业务部分会转公司
(2) 原讼法庭认许关安排妥协藉命令作出命令事宜作出规定 ——
(a) 出财产业务法律责部分转予受
(b) 受配发拨付根该安排妥协须该受配发拨予股份债权证保险单类似权益须该受作出配发拨付股份债权证保险单类似权益
(c) 出提起针出决法律程序受继续进行继续针受进行
(d) 出需清盘予解散
(e) 原讼法庭指示时限原讼法庭指示方式该安排妥协提出异议作出规定
(f) 财产权益转配发予关涉该安排妥协
(g) 确保关重组合充分效实行需附带相应补充事宜
(3) 根第(2)款作出命令财产转作出规定 ——
(a) 该财产该命令转予属受
(b) (该命令指示)该财产属受关安排妥协停止效押记规限
(4) 根第(2)款作出命令法律责转作出规定该法律责该命令转予受成受法律责
(5) 原讼法庭藉命令第(2)款指事宜作出规定处长根第2部该命令正式文登记前该命令意作出该规定范围没效力
(6) 原讼法庭命令修订关公司章程细修订第622条适决议协议第(5)款目交付处长登记该命令正式文须附修订该章程细修订该决议协议文
(7) 第(6)款遭违反关公司名责均属犯罪处第3级罚款
(8) 条中 ——
出 (transferor)重组合计划目建议作出安排妥协言指根该计划身财产业务法律责部分转予公司公司
受 (transferee)重组合计划目建议作出安排妥协言指会根该计划接受公司转财产业务法律责部分公司
法律责 (liabilities)包括 ——
(a) 属性质根法律转代执行责
(b) 种类责
财产 (property)包括 ——
(a) 属性质根法律转代执行权利权力
(b) 种类权利权力
(编辑修订——2013年第1号编辑修订纪录)
675 Court’s additional powers to facilitate reconstruction or amalgamation
(1) This section applies if—
(a) an application is made for the purposes of section 673(2) to sanction the arrangement or compromise and
(b) it is shown to the Court that—
(i) the arrangement or compromise is proposed for the purpose of or in connection with a scheme for the reconstruction of one or more companies or for the amalgamation of 2 or more companies and
(ii) under the scheme the property or undertaking of any company concerned in the scheme or any part of that property or undertaking is to be transferred to another company
(2) If the Court sanctions the arrangement or compromise it may by the order or a subsequent order make provision for any or all of the following—
(a) the transfer of the transferor’s property undertaking or liabilities or any part of it or them to the transferee
(b) the allotting or appropriation by the transferee of any shares debentures policies or other like interests in the transferee which under the arrangement or compromise are to be allotted or appropriated by the transferee to or for any person
(c) the continuation by or against the transferee of any legal proceedings pending by or against the transferor
(d) the dissolution without winding up of the transferor
(e) the provision to be made for any person who within the time and in the manner that the Court directs dissents from the arrangement or compromise
(f) the transfer or allotting of any interest in property to any person concerned in the arrangement or compromise
(g) any incidental consequential and supplemental matters that are necessary to ensure that the reconstruction or amalgamation is fully and effectively carried out
(3) If an order provides for the transfer of property under subsection (2)—
(a) the property is by virtue of the order transferred to and vests in the transferee and
(b) where the order so directs the property vests freed from any charge that is to cease to have effect by virtue of the arrangement or compromise
(4) If an order provides for the transfer of liabilities under subsection (2) the liabilities are by virtue of the order transferred to and become liabilities of the transferee
(5) If the Court by an order makes provision for any matter under subsection (2) the order has no effect to the extent to which it purports to make the provision until an office copy of the order is registered by the Registrar under Part 2
(6) If the order of the Court amends the company’s articles or any resolution or agreement to which section 622 applies the office copy of that order delivered to the Registrar for registration for the purposes of subsection (5) must be accompanied by a copy of those articles or the resolution or agreement as amended
(7) If subsection (6) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(8) In this section—
liabilities (法律责) includes—
(a) duties of a personal character and incapable of being assigned or performed vicariously under the law and
(b) duties of any other description
property (财产) includes—
(a) rights and powers of a personal character and incapable of being assigned or performed vicariously under the law and
(b) rights and powers of any other description
transferee (受) in relation to an arrangement or compromise proposed for the purpose of a scheme of reconstruction or amalgamation means the company to which another company’s property undertaking or liabilities or any part of it or them is to be transferred under the scheme
transferor (出) in relation to an arrangement or compromise proposed for the purpose of a scheme of reconstruction or amalgamation means the company whose property undertaking or liabilities or any part of it or them is to be transferred to another company under the scheme
676 原讼法庭命令支付讼费
(1) 第673(2)条目提出申请求原讼法庭作出命令认许属第674(2)条指安排条适该申请
(2) 成员关安排提出异议反关申请招致讼费会反关申请招致讼费原讼法庭该等讼费作出认合适命令
(3) 述命令规定关公司关申请方须关成员招致会招致讼费该成员作出弥偿
(4) 原讼法庭须信纳关成员反关申请真诚行事合理理反方根条讼费(包括关弥偿规定)作出利该成员命令
(5) 关成员关申请提出反属琐屑聊理缠扰情况原讼法庭方根条作出饬令该成员支付讼费命令
676 Court may order costs
(1) This section applies in relation to an application made for the purposes of section 673(2) for an order of the Court sanctioning an arrangement that falls within section 674(2)
(2) The Court may make any order that it thinks fit about the costs incurred or to be incurred by a member who dissents from the arrangement in opposing the application
(3) An order may require the company or any other party to the application to indemnify the member against the costs incurred or to be incurred by the member
(4) The Court may only make an order about costs (including the requirement as to indemnification) under this section in favour of the member if it is satisfied that the member was acting in good faith in and had reasonable grounds for opposing the application
(5) The Court may only make an order about costs under this section against the member if the member’s opposition to the application is frivolous or vexatious
677 公司章程细须附原讼法庭命令
(1) 原讼法庭第673675条目作出命令公司发出份公司章程细文均须附该命令文该命令效力该命令关安排妥协效力已藉更改该章程细纳入该章程细须附该命令文
(2) 第(1)款遭违反关公司名责均属犯罪处第3级罚款
677 Company’s articles to be accompanied by order of Court
(1) Every copy of the company’s articles issued by the company after an order is made for the purposes of section 673 or 675 must be accompanied by a copy of the order unless the effect of the order and the effect of the arrangement or compromise to which the order relates has been incorporated into the articles by alteration to those articles
(2) If subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
第3分部 —— 集团公司合
Division 3—Amalgamation of Companies within Group
678 释义
(1) 分部中某公司成员 ——
(a) 法团体
(b) 法团体代名
(c) 法团体全资附属公司
(d) 该附属公司代名
外成员该公司属该法团体全资附属公司 (2018年第35号第69条修订)
(2) 分部指注销股份第5部言属减低股
(3) 分部言批准第680(1)681(1)条述合决议属已获批准合建议
678 Interpretation
(1) In this Division a company is a wholly owned subsidiary of another body corporate if it has no members except— (Amended 35 of 2018 s 69)
(a) that other body corporate
(b) a nominee of that other body corporate
(c) a wholly owned subsidiary of that other body corporate or
(d) a nominee of that subsidiary (Amended 35 of 2018 s 69)
(2) A cancellation of shares under this Division is not a reduction of share capital for the purposes of Part 5
(3) For the purposes of this Division a resolution approving an amalgamation mentioned in section 680(1) or 681(1) is an amalgamation proposal that has been approved
679 偿付力陈述
(1) 分部中提述合公司董事作出偿付力陈述提述第(2)款指明时间前作出述明事宜陈述 ——
(a) 该等董事认 ——
(i) 作出该陈述日期没认定该合公司偿付债项理
(ii) 合公司会力偿付紧接合生效日期12月期间期债项
(b) 作出该陈述日期 ——
(i) 没项 ——
(A) 该合公司设立浮动押记
(B) 该合公司某类资产设立抵押该抵押权益未扣押该等资产
(ii) 述浮动押记抵押名该押记抵押享权利均已书面意关合建议
(2) ——
(a) 关合拟藉成员会投票通决议批准施行第(1)款指明时间该会日期
(b) 关合拟藉书面决议批准施行第(1)款指明时间该决议传阅日期
(3) 关董事第(1)(a)(ii)款目出意见前须考虑关合公司债务(包括负债预期债项)
(4) 第(2)(b)款中 ——
传阅日期 (circulation date)具第547(1)条予该词涵义
679 Solvency statement
(1) In this Division a reference to a solvency statement made by the directors of an amalgamating company is a reference to a statement made before the time specified in subsection (2) that—
(a) in the directors’ opinion—
(i) as at the date of the statement there is no ground on which the amalgamating company could be found to be unable to pay its debts and
(ii) the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective and
(b) as at the date of the statement—
(i) none of the following exists—
(A) any floating charge created by the amalgamating company
(B) any other security created by the amalgamating company over a class of assets to any of which the security interest has not attached or
(ii) there exists such a floating charge or other security and each person entitled to the charge or security has consented in writing to the amalgamation proposal
(2) The time specified for the purposes of subsection (1) is—
(a) if the amalgamation is to be approved by a resolution passed on a poll at a general meeting the date of the meeting or
(b) if the amalgamation is to be approved by a written resolution the circulation date of the resolution
(3) In forming an opinion for the purposes of subsection (1)(a)(ii) the directors must take into account all the liabilities of the amalgamated company (including contingent and prospective liabilities)
(4) In subsection (2)(b)—
circulation date (传阅日期) has the meaning given by section 547(1)
680 合
(1) 公司(合控权公司)间间全资附属公司合作间公司继续存前提 ——
(a) 合控权公司成员批准第(2)款指明条款进行该合
(b) 间合附属公司成员均批准第(2)款指明条款进行该合
(2) 述条款 ——
(a) 间合附属公司股份会没支付款项代价注销
(b) 合公司章程细会合控权公司章程细相
(c) 间合公司董事 ——
(i) 均信纳作出偿付力陈述日期没认定该合公司偿付债项理
(ii) 均考虑合公司债务(包括负债预期债项) 信纳合公司会力偿付紧接合生效日期12月期间期该公司债项
(d) 间合公司董事均确认作出偿付力陈述日期 ——
(i) 没项 ——
(A) 该合公司设立浮动押记
(B) 该合公司某类资产设立抵押该抵押权益未扣押该等资产
(ii) 述浮动押记抵押名该押记抵押享权利均已书面意关合建议
(e) 关决议指名会合公司董事
(3) 第(1)(a)款指批准须藉关公司成员会投票通特决议取藉书面决议取
(4) 第(1)(b)款指批准须藉关公司成员会投票通特决议取藉书面决议取
(5) 非间合公司均股份限公司否条适
680 Vertical amalgamation
(1) A company (amalgamating holding company) and one or more of its wholly owned subsidiaries may amalgamate and continue as one company if—
(a) the members of the amalgamating holding company approve the amalgamation on the terms specified in subsection (2) and
(b) the members of each of the amalgamating subsidiaries approve the amalgamation on the terms specified in subsection (2)
(2) The terms are—
(a) that the shares of each of the amalgamating subsidiaries will be cancelled without payment or other consideration
(b) that the articles of the amalgamated company will be the same as the articles of the amalgamating holding company
(c) that the directors of each amalgamating company—
(i) are satisfied that as at the date of the solvency statement made by them there is no ground on which the amalgamating company could be found to be unable to pay its debts and
(ii) after taking into account all the liabilities of the amalgamated company (including contingent and prospective liabilities) are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective
(d) that the directors of each amalgamating company have confirmed that as at the date of the solvency statement made by them—
(i) none of the following exists—
(A) any floating charge created by the amalgamating company
(B) any other security created by the amalgamating company over a class of assets to any of which the security interest has not attached or
(ii) there exists such a floating charge or other security and each person entitled to the charge or security has consented in writing to the amalgamation proposal
(e) that the person or persons named in the resolution will be the director or directors of the amalgamated company
(3) An approval for the purposes of subsection (1)(a) must be obtained by a special resolution of the company passed on a poll at a general meeting but not by a written resolution
(4) An approval for the purposes of subsection (1)(b) must be obtained by a special resolution of the company passed on a poll at a general meeting or by a written resolution
(5) This section does not apply unless each amalgamating company is a company limited by shares
681 横合
(1) 某法团体2间2间全资附属公司合作间公司继续存前提间合公司成员均批准第(2)款指明条款进行该合 (2018年第35号第70条修订)
(2) 述条款 ——
(a) 中间合公司股份外合公司股份会没支付款项代价注销
(b) 合公司章程细会股份没注销合公司章程细相
(c) 间合公司董事 ——
(i) 均信纳作出偿付力陈述日期没认定该合公司偿付债项理
(ii) 均考虑合公司债务(包括负债预期债项)信纳合公司会力偿付紧接合生效日期12月期间期该公司债项
(d) 间合公司董事均确认作出偿付力陈述日期 ——
(i) 没项 ——
(A) 该合公司设立浮动押记
(B) 该合公司某类资产设立抵押该抵押权益未扣押该等资产
(ii) 述浮动押记抵押名该押记抵押享权利均已书面意关合建议
(e) 关决议指名会合公司董事
(3) 第(1)款指批准须藉合公司成员会投票通特决议取藉书面决议取
(4) 非间合公司均股份限公司否条适
681 Horizontal amalgamation
(1) Two or more of the wholly owned subsidiaries of a body corporate may amalgamate and continue as one company if the members of each amalgamating company approve the amalgamation on the terms specified in subsection (2) (Amended 35 of 2018 s 70)
(2) The terms are—
(a) that the shares of all but one of the amalgamating companies will be cancelled without payment or other consideration
(b) that the articles of the amalgamated company will be the same as the articles of the amalgamating company whose shares are not cancelled
(c) that the directors of each amalgamating company—
(i) are satisfied that as at the date of the solvency statement made by them there is no ground on which the amalgamating company could be found to be unable to pay its debts and
(ii) after taking into account all the liabilities of the amalgamated company (including contingent and prospective liabilities) are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective
(d) that the directors of each amalgamating company have confirmed that as at the date of the solvency statement made by them—
(i) none of the following exists—
(A) any floating charge created by the amalgamating company
(B) any other security created by the amalgamating company over a class of assets to any of which the security interest has not attached or
(ii) there exists such a floating charge or other security and each person entitled to the charge or security has consented in writing to the amalgamation proposal
(e) that the person or persons named in the resolution will be the director or directors of the amalgamated company
(3) An approval for the purposes of subsection (1) must be obtained by a special resolution of the amalgamating company passed on a poll at a general meeting or by a written resolution
(4) This section does not apply unless each amalgamating company is a company limited by shares
682 合公司董事须建议合事通知抵押债权
(1) 第680681条指间合公司言 ——
(a) 关合拟藉成员会投票通决议批准该公司董事须该会日期前少21日遵守第(2)款
(b) 关合拟藉书面决议批准该公司董事须该决议传阅日期前遵守第(2)款
(2) 述董事 ——
(a) 须建议合事关合公司名抵押债权发出书面通知
(b) 须关建议合事公告香港广泛流通份英文报章份中文报章刊登
(3) 合公司董事违反第(1)款名董事均属犯罪处第3级罚款
(4) 第(1)(b)款中 ——
传阅日期 (circulation date)具第547(1)条予该词涵义
682 Directors of amalgamating company must notify secured creditors of proposed amalgamation
(1) The directors of each amalgamating company under section 680 or 681 must comply with subsection (2)—
(a) if the amalgamation is to be approved by a resolution passed on a poll at a general meeting at least 21 days before the date of the meeting or
(b) if the amalgamation is to be approved by a written resolution on or before the circulation date of the resolution
(2) Those directors—
(a) must give written notice of the proposed amalgamation to every secured creditor of the amalgamating company and
(b) must publish notice of the proposed amalgamation in an English language newspaper and a Chinese language newspaper circulating generally in Hong Kong
(3) If the directors of an amalgamating company contravene subsection (1) each of them commits an offence and is liable to a fine at level 3
(4) In subsection (1)(b)—
circulation date (传阅日期) has the meaning given by section 547(1)
683 合公司董事须偿付力陈述发出证明书
(1) 表决赞成作出偿付力陈述合公司名董事均须发出证明书 ——
(a) 述明 ——
(i) 该董事认第679(1)(a)(i)(ii)条指明条件已获符合
(ii) 持该意见理
(b) 述明第679(1)(b)条指明条件已获符合
(2) 违反第(1)款属犯罪处第4级罚款
(3) 合公司董事没合理理支持偿付力陈述中表明意见事实情况表决赞成作出该陈述方式导致作出该陈述属犯罪
(4) 违反第(3)款属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
683 Director of amalgamating company must issue certificate on solvency statement
(1) Every director of the amalgamating company who votes in favour of making a solvency statement must issue a certificate—
(a) stating—
(i) that in the director’s opinion the conditions specified in section 679(1)(a)(i) and (ii) are satisfied and
(ii) the grounds for that opinion and
(b) stating that the condition specified in section 679(1)(b) is satisfied
(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 4
(3) A director of the amalgamating company commits an offence if the director votes in favour of making a solvency statement or otherwise causes a solvency statement to be made without having reasonable grounds for the opinion and fact expressed in the statement
(4) A person who commits an offence under subsection (3) is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
684 合登记
(1) 合效须合建议获批准15日文件交付处长登记 ——
(a) 获批准合建议
(b) 第683(1)条规定项证明书
(c) 间合公司董事发出证明书述明该合已 ——
(i) 分部获批准
(ii) 该合公司章程细获批准
(d) 关委合公司董事通知
(e) 合公司董事拟委该公司董事发出证明书述明假合公司债权申索相该公司资产价值例高某合公司债权申索相该公司资产价值例没债权会事实受损害
(2) 第(1)(a)(b)(c)(d)(e)款述文件须符合指明格式
(3) 第(1) 款述文件登记处长须切实行范围快发出合证明书
(4) 合证明书处长认合适格式发出
684 Registration of amalgamation
(1) For the purpose of effecting an amalgamation the following documents must be delivered to the Registrar for registration within 15 days after the approval of the amalgamation proposal—
(a) the amalgamation proposal that has been approved
(b) every certificate required by section 683(1)
(c) a certificate issued by the directors of each amalgamating company stating that the amalgamation has been approved in accordance with—
(i) this Division and
(ii) the articles of the amalgamating company
(d) a notice of appointment of the directors of the amalgamated company
(e) a certificate issued by the directors or the proposed directors of the amalgamated company stating that where the proportion of the claims of the amalgamated company’s creditors in relation to the value of that company’s assets is greater than the proportion of the claims of an amalgamating company’s creditors in relation to the value of that company’s assets no creditor will be prejudiced by that fact
(2) A document mentioned in subsection (1)(a) (b) (c) (d) or (e) must be in the specified form
(3) As soon as practicable after the documents mentioned in subsection (1) are registered the Registrar must issue a certificate of amalgamation
(4) A certificate of amalgamation may be issued in any form that the Registrar thinks fit
685 合生效日期
(1) 根第684(3)条发出合证明书须指明日期关合生效日期
(2) 合建议指明关合拟生效日期该日期处长登记第684(1)条述文件日期相须合证明书指明该日期该合生效日期
(3) 合生效日期 ——
(a) 该合生效
(b) 间合公司独立合公司外实体
(c) 间合公司财产权利特权法律责义务均合公司继承
(4) 合生效日期起 ——
(a) 合公司提起针该公司决法律程序合公司继续进行继续针该公司进行
(b) 判处合公司胜诉定罪判定命令判决判处该公司败诉定罪判决判定命令判决均合公司强制执行针该公司强制执行
(c) 合公司订立协议该协议规定外均合公司强制执行针该公司强制执行
(5) 处长须合生效日期切实行范围快公司登记册间合公司注明该合事
685 Effective date of amalgamation
(1) A certificate of amalgamation issued under section 684(3) must specify a date as the effective date of the amalgamation
(2) If an amalgamation proposal specifies a date on which the amalgamation is intended to become effective and that date is the same as or later than the date on which the Registrar registers the documents mentioned in section 684(1) that date must be specified in the certificate of amalgamation as the effective date of the amalgamation
(3) On the effective date of an amalgamation—
(a) the amalgamation takes effect
(b) each amalgamating company ceases to exist as an entity separate from the amalgamated company and
(c) the amalgamated company succeeds to all the property rights and privileges and all the liabilities and obligations of each amalgamating company
(4) On and after the effective date of an amalgamation—
(a) any proceedings pending by or against an amalgamating company may be continued by or against the amalgamated company
(b) any conviction ruling order or judgment in favour of or against an amalgamating company may be enforced by or against the amalgamated company and
(c) any agreement entered into by an amalgamating company may be enforced by or against the amalgamated company unless otherwise provided in the agreement
(5) As soon as practicable after the effective date of an amalgamation the Registrar must make a note of the amalgamation in the Companies Register in relation to each amalgamating company
686 某情况原讼法庭介入合建议
(1) 原讼法庭信纳某合建议生效会公损害合公司成员债权合公司负义务应关成员该债权该合生效日期前提出申请该合建议作出认合适命令
(2) 局限第(1)款原原讼法庭作出命令 ——
(a) 指示关合建议生效
(b) 该命令指明方式修改该合建议
(c) 指示合公司董事重新考虑该合建议部分
(3) 局限第(1)款原原讼法庭作出命令指示合公司关法律程序方购买会关合建议蒙受公损害合公司成员股份
(4) 申请第(1)款目提出申请时须关该申请通知交付处长登记该通知须符合指明格式
(5) 处长收第(4)款指通知须拒绝登记第684(1)条述文件原讼法庭指示关申请原讼法庭驳回撤回限
(6) 根条作出命令该命令关间公司均须该命令作出7日该命令正式文交付处长登记
(7) 公司违反第(6)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
686 Court may intervene in amalgamation proposal in certain cases
(1) If the Court is satisfied that giving effect to an amalgamation proposal would unfairly prejudice a member or creditor of an amalgamating company or a person to whom an amalgamating company is under an obligation it may on application by the member creditor or person made before the date on which the amalgamation becomes effective make any order it thinks fit in relation to the amalgamation proposal
(2) Without limiting subsection (1) the Court may make an order—
(a) directing that effect must not be given to the amalgamation proposal
(b) modifying the amalgamation proposal in the manner specified in the order or
(c) directing the amalgamating company or its directors to reconsider the amalgamation proposal or any part of that proposal
(3) Without limiting subsection (1) the Court may also make an order directing the amalgamated company or any other party to the proceedings to purchase shares of a member of an amalgamating company who would be unfairly prejudiced by the amalgamation proposal
(4) On making an application for the purposes of subsection (1) the applicant must deliver to the Registrar for registration a notice of the application in the specified form
(5) If the Registrar receives a notice under subsection (4) he or she must withhold registration of the documents mentioned in section 684(1) unless the Court otherwise directs or the application is dismissed by the Court or is withdrawn
(6) If an order is made under this section every company in relation to which the order is made must deliver an office copy of the order to the Registrar for registration within 7 days after the order is made
(7) If a company contravenes subsection (6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
第4分部 —— 作出收购约进行强制收购
Division 4—Compulsory Acquisition after Takeover Offer
第1次分部 —— 导言
Subdivision 1—Preliminary
687 释义
分部中 ——
代名 (nominee)属某公司集团成员公司言包括代表属该集团成员公司代名
687 Interpretation
In this Division—
nominee (代名) in relation to a company that is a member of a group of companies includes a nominee on behalf of another company that is a member of the group
688 分部转换证券债权证适
(1) 分部公司债权证中转换该公司股份债权证适公司证券中转换该公司股份予持认购该公司股份权利证券适犹该等债权证证券该公司独立类股份股份持提述已配发股份提述均须理解
(2) 分部中提述类股份中90 ——
(a) (属第(1)款述证券)提述该等证券90
(b) (属第(1)款述债权证)提述须该等债权证支付总款额90
688 Application of Division to convertible securities and debentures
(1) This Division applies in relation to debentures of a company that are convertible into shares in the company or to securities of a company that are convertible into or entitle the holder to subscribe for shares in the company as if those debentures or securities were shares of a separate class of the company A reference to a holder of shares and to shares being allotted is to be read accordingly
(2) In this Division a reference to 90 in number of the shares of any class is—
(a) in the case of securities mentioned in subsection (1) a reference to 90 of the number of those securities and
(b) in the case of debentures mentioned in subsection (1) a reference to 90 of the total amount payable on those debentures
689 收购约
(1) 分部言情况收购某公司股份作出约属收购约 ——
(a) 该约容收购该公司股份类股份中股份(该约日期约持股份外)
(b) 该约 ——
(i) 关类股份该约关股份言该约条款相
(ii) 关类股份该约关类股份中股份言该约条款相
(2) 第(1)款中 ——
股份 (shares)指关约日期已配发股份
(3) 第(1)(a)款中提述约持股份 ——
(a) 包括该约已订立合约承诺条件收购承诺某条件获符合前提收购股份
(b) 包括属符合说明合约标股份 ——
(i) 该合约该约关公司股份持订立目确保该约作出时该持会接受该约
(ii) 该合约订立没代价藉契订立订立该合约收取代价属微足道订立该合约收取代价包含该约作出该约承诺
(4) 第(1)(b) 款言某约关股份某类股份股份言较早配发股份提供代价价值较配发股份提供代价价值符合条件该约条款须视关股份言相 ——
(a) 股份附获某项股息权利类股份时间配发附该权利
(b) 该代价价值差纯粹反映述获股息权利分
(c) 非该代价价值差关关股份约条款便会相
(5) 第(1)(b)款言某约关股份某类股份股份言提供代价形式符合条件该约条款须视关股份言相 ——
(a) 香港外某方法律准许提供该约条款指明形式代价该方法律规定非约符合某约够符合约视分严苛条件否准许提供该形式代价
(b) 某提供指明形式代价获准许形式代价该提供
(c) 该够收取该形式致相等价值代价
(d) 非代价形式分关关股份约条款便会相
(6) 第(1)款规定收购约关股份中包括会该约日期该约指明日期前配发股份
689 Takeover offer
(1) For the purposes of this Division an offer to acquire shares in a company is a takeover offer if—
(a) it is an offer to acquire all the shares or all the shares of any class in the company except those that at the date of the offer are held by the offeror and
(b) the terms of the offer are the same—
(i) where the offer does not relate to shares of different classes in relation to all the shares to which the offer relates or
(ii) where the offer relates to shares of different classes in relation to all the shares of each class to which the offer relates
(2) In subsection (1)—
shares (股份) means shares that have been allotted on the date of the offer
(3) In subsection (1)(a) a reference to shares that are held by an offeror—
(a) includes shares that the offeror has contracted unconditionally or subject to conditions being satisfied to acquire but
(b) excludes shares that are the subject of a contract—
(i) entered into by the offeror with a holder of shares in the company in order to secure that the holder will accept the offer when it is made and
(ii) entered into for no consideration and by deed for consideration of negligible value or for consideration consisting of a promise by the offeror to make the offer
(4) For the purposes of subsection (1)(b) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the value of consideration offered for the shares allotted earlier as against the value of consideration offered for those allotted later the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) shares carry an entitlement to a particular dividend that other shares of the same class by reason of being allotted at a different time do not carry
(b) the difference in value of consideration merely reflects that difference in entitlement to dividend and
(c) but for the difference in the value of consideration the terms of the offer would be the same in relation to all the shares concerned
(5) For the purposes of subsection (1)(b) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the form of consideration offered the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) the law of a place outside Hong Kong precludes an offer of consideration in the form specified in the terms of the offer or precludes it except after compliance by the offeror with conditions with which the offeror is unable to comply or that the offeror regards as unduly onerous
(b) consideration in another form is offered to a person to whom an offer of consideration in the specified form is so precluded
(c) the person is able to receive consideration in that other form that is of substantially equivalent value and
(d) but for the difference in the form of consideration the terms of the offer would be the same in relation to all the shares concerned
(6) Despite subsection (1) a takeover offer may include among the shares to which it relates shares that will be allotted after the date of the offer but before a date specified in the offer
690 没传达等阻止约成收购约
(1) 收购股份约没传达某股份持符合条件施行分部事阻止该约成收购约 ——
(a) 关公司成员登记册没登记该持香港址
(b) 该约没传达该持免违反香港外某方法律
(c) 中 ——
(i) 已宪报刊登该约
(ii) 香港某方网站查阅该约取该约文已藉宪报刊登公告指明该点址该网站网址
(2) 根第(1)款推断非该款(a)(b)(c)段指明条件获符合否没传达股份持约分部目成收购约
(3) 某香港外某方法律接受收购股份约香港外某方法律接受收购股份约某言较困难事阻止该约分部目成收购约
(4) 根第(3)款推断非某接受约某言接受约较困难基该款述原否某接受约某言较难接受约分部目成收购约
690 Noncommunication etc does not prevent offer from being takeover offer
(1) Even though an offer to acquire shares is not communicated to a holder of shares that does not prevent the offer from being a takeover offer for the purposes of this Division if—
(a) no Hong Kong address for the holder is registered in the company’s register of members
(b) the offer was not communicated to the holder in order not to contravene the law of a place outside Hong Kong and
(c) either—
(i) the offer is published in the Gazette or
(ii) the offer can be inspected or a copy of it obtained at a place in Hong Kong or on a website and a notice is published in the Gazette specifying the address of that place or website
(2) It is not to be inferred from subsection (1) that an offer that is not communicated to a holder of shares cannot be a takeover offer for the purposes of this Division unless the conditions specified in paragraphs (a) (b) and (c) of that subsection are satisfied
(3) Even though it is impossible or more difficult for a person by reason of the law of a place outside Hong Kong to accept an offer to acquire shares that does not prevent the offer from being a takeover offer for the purposes of this Division
(4) It is not to be inferred from subsection (3) that an offer that is impossible or more difficult for certain persons to accept cannot be a takeover offer for the purposes of this Division unless the reason for the impossibility or difficulty is the one mentioned in that subsection
691 收购约关股份
(1) 分部言收购约作出约期终结前约收购订立合约承诺条件收购该约关股份约该约获接受收购该等股份该等股份视该约关股份款第(2)款规限具效力
(2) 分部言情况关股份须视关收购约关股份约须视已该约获接受收购订立合约承诺收购该等股份 ——
(a) 收购订立合约承诺收购该等股份时收购承诺收购代价价值超该约条款指明代价价值
(b) 述条款修改致公布该修改时收购订立合约承诺收购该等股份代价价值收购订立合约时超该条款指明代价价值
(3) 分部言约联系者代表约代名持已订立合约承诺条件收购承诺某条件获符合前提收购(收购约日期)股份言该约延伸该等股份该等股份视该约关股份款第(4)款规限具效力
(4) 分部言收购约作出约期终结前约联系者代表约代名收购订立合约承诺条件收购该约关股份情况该等股份须视该约关股份 ——
(a) 收购订立合约承诺收购该等股份时收购承诺收购代价价值超该约条款指明代价价值
(b) 述条款修改致公布该修改时收购订立合约承诺收购该等股份代价价值收购订立合约时超该等条款指明代价价值
691 Shares to which takeover offer relates
(1) For the purposes of this Division if after a takeover offer is made but before the end of the offer period the offeror acquires or contracts unconditionally to acquire any of the shares to which the offer relates but does not do so by virtue of acceptances of the offer those shares are not to be regarded as shares to which the offer relates This subsection has effect subject to subsection (2)
(2) For the purposes of this Division those shares are to be regarded as shares to which the takeover offer relates and the offeror is to be regarded as having acquired or contracted to acquire them by virtue of acceptances of that offer if—
(a) the value of the consideration for which the shares are acquired or contracted to be acquired at the time of the acquisition or contract does not exceed the value of the consideration specified in the terms of that offer or
(b) those terms are subsequently revised so that when the revision is announced the value of the consideration for which the shares are acquired or contracted to be acquired at the time of the acquisition or contract no longer exceeds the value of the consideration specified in those terms
(3) For the purposes of this Division shares that an associate of the offeror or a nominee on the offeror’s behalf holds or has contracted unconditionally or subject to conditions being satisfied to acquire whether at the date of the takeover offer or subsequently are not to be regarded as shares to which that offer relates even if that offer extends to those shares This subsection has effect subject to subsection (4)
(4) For the purposes of this Division where after a takeover offer is made but before the end of the offer period an associate of the offeror or a nominee on the offeror’s behalf acquires or contracts unconditionally to acquire any of the shares to which the offer relates the shares are to be regarded as shares to which the offer relates if—
(a) the value of the consideration for which the shares are acquired or contracted to be acquired at the time of the acquisition or contract does not exceed the value of the consideration specified in the terms of the offer or
(b) those terms are subsequently revised so that when the revision is announced the value of the consideration for which the shares are acquired or contracted to be acquired at the time of the acquisition or contract no longer exceeds the value of the consideration specified in those terms
692 修改约视新约
分部言情况修改收购股份约条款视作出新约 ——
(a) 该约条款事宜作出规定 ——
(i) 该等条款修改
(ii) 接受先前条款须视接受修改条款
(b) 该修改该等规定作出
692 Revised offer not to be regarded as fresh offer
For the purposes of this Division a revision of the terms of an offer to acquire shares is not to be regarded as the making of a fresh offer if—
(a) the terms of the offer make provision for—
(i) their revision and
(ii) acceptances on the previous terms to be treated as acceptances on the revised terms and
(b) the revision is made in accordance with that provision
第2次分部 —— 强迫出售
Subdivision 2—Squeezeout
693 约发出通知表示全面收购少数股东股份
(1) 收购约关类股份情况约已该约获接受收购订立合约承诺条件收购该约关股份中少90该约该约关股份持发出通知表明该约意收购该等股份
(2) 收购约关类股份情况约已该约获接受收购订立合约承诺条件收购该约关类股份中少90该约该约关该类股份股份持发出通知表明该约意收购该等股份
(3) 收购约关类股份情况约已该约获接受收购订立合约承诺条件收购该约关股份中少90该约原讼法庭提出申请求原讼法庭作出命令授权该约该约关股份持发出通知表明该约意收购该等股份
(4) 收购约关类股份情况约已该约获接受收购订立合约承诺条件收购该约关类股份中少90该约原讼法庭提出申请求原讼法庭作出命令授权该约该约关该类股份股份持发出通知表明该约意收购该等股份
(5) 原讼法庭信纳事宜应根第(3)(4)款指申请作出命令 ——
(a) 约作出合理查探追寻名名持关收购约关股份落
(b) 假该该等士接受该收购约该约便会该约获接受收购订立合约承诺条件收购该约关股份类股份中少90
(c) 提供代价公合理
(6) 原讼法庭非信纳顾情况(尤须顾已找没接受关收购约股份持数目)作出述命令公正公否作出该命令
(7) 原讼法庭作出命令授权约股份持发出通知该约该持发出通知
693 Offeror may give notice to buy out minority shareholders
(1) If in the case of a takeover offer that does not relate to shares of different classes the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire at least 90 in number of the shares to which the offer relates the offeror may give notice to the holder of any other shares to which the offer relates that the offeror desires to acquire those shares
(2) If in the case of a takeover offer that relates to shares of different classes the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire at least 90 in number of the shares of any class to which the offer relates the offeror may give notice to the holder of any other shares of that class to which the offer relates that the offeror desires to acquire those shares
(3) If in the case of a takeover offer that does not relate to shares of different classes the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire less than 90 in number of the shares to which the offer relates the offeror may apply to the Court for an order authorizing the offeror to give notice to the holder of any other shares to which the offer relates that the offeror desires to acquire those shares
(4) If in the case of a takeover offer that relates to shares of different classes the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire less than 90 in number of the shares of any class to which the offer relates the offeror may apply to the Court for an order authorizing the offeror to give notice to the holder of any other shares of that class to which the offer relates that the offeror desires to acquire those shares
(5) The Court may on application under subsection (3) or (4) make the order if it is satisfied that—
(a) after reasonable enquiry the offeror has been unable to trace one or more of the persons holding shares to which the takeover offer relates
(b) had the person or all those persons accepted the takeover offer the offeror would have by virtue of acceptances of that offer acquired or contracted unconditionally to acquire at least 90 in number of the shares or the shares of any class to which that offer relates and
(c) the consideration offered is fair and reasonable
(6) The Court must not make the order unless it is satisfied that it is just and equitable to do so having regard to all the circumstances and in particular to the number of holders of shares who have been traced but who have not accepted the takeover offer
(7) If the Court makes an order authorizing the offeror to give notice to the holder of any shares the offeror may give notice to that holder
694 少数股东发出通知
(1) 第693条指股份持发出通知 ——
(a) 须符合指明格式
(b) 须两时间中较早者前该持发出 ——
(i) 收购约约期终结日起计3月终结时
(ii) 收购约日期起计6月终结时
(2) 述通知须藉方式股份持发出 ——
(a) 专香港交付该持
(b) 寄交址挂号邮递寄该持 ——
(i) 关公司簿册登记该持香港址
(ii) (没述址)该持关公司提供作接收发出通知香港址
(c) 处长应根第(3)款提出申请指示方式
(3) 情况约处长提出申请求处长股份持发出关通知方式作出指示 ——
(a) 关公司簿册登记该持香港址
(b) 该持没该公司提供作接收发出通知香港址
(4) 关收购约股份持选择代价述通知 ——
(a) 须提供关选项详情
(b) 须述明该持该通知日期2月藉着该通知指明址送交约信件示明该持选择
(c) 须述明该持没示明选择该约指明代价会适
(5) 收购约订定股份持会收取约股份债权证选择收取第三者提供代价作代该约关通知示明收购约条款包括该选择权
(6) 约没关通知示明收购约条款包括述选择权该约该通知提供收取该约提供代价相应选择权
(7) 第(5)款言代价约提供提供该代价条款该约须作收购约代价该代价须视第三者提供
694 Notice to minority shareholders
(1) A notice to a holder of shares under section 693—
(a) must be given in the specified form and
(b) must be given to the holder before whichever is the earlier of the following—
(i) the end of the period of 3 months beginning on the day after the end of the offer period of the takeover offer
(ii) the end of the period of 6 months beginning on the date of the takeover offer
(2) The notice must be given to the holder of shares—
(a) by delivering it personally to that holder in Hong Kong
(b) by sending it by registered post to that holder to—
(i) an address of that holder in Hong Kong registered in the books of the company or
(ii) if there is no such address an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder or
(c) in the manner directed by the Registrar on an application made under subsection (3)
(3) An offeror may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if—
(a) there is no address of the holder in Hong Kong registered in the books of the company and
(b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder
(4) If the takeover offer gives the holder of shares a choice of consideration the notice—
(a) must give particulars of the choices
(b) must state that the holder may within 2 months after the date of the notice indicate the holder’s choice by a letter sent to the offeror at an address specified in the notice and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice
(5) If the takeover offer provides that the holder of shares is to receive shares in or debentures of the offeror with an option to receive some other consideration to be provided by a third party instead the offeror may indicate in the notice that the terms of the takeover offer include the option
(6) If the offeror does not indicate in the notice that the terms of the takeover offer include the option the offeror may offer in the notice a corresponding option to receive some other consideration to be provided by the offeror
(7) For the purposes of subsection (5) consideration is to be regarded as being provided by a third party if it is made available to the offeror on terms that it is to be used by the offeror as consideration for the takeover offer
695 约全面收购少数股东股份权利
(1) 通知根第693条股份持发出条适
(2) 非原讼法庭根第(3)款作出命令否约权须收购约条款收购关股份
(3) 原讼法庭应关持述通知发出日期2月提出申请命令 ——
(a) 约权须收购关股份
(b) 约权须该命令指明条款收购关股份
(4) 第(2)款言 ——
(a) 关收购约属第694(4)条指者该收购约条款须视包括该条目载关通知详情陈述
(b) 关收购约属第694(5)条指者该收购约条款须视包括关选择权约该通知示明外
(c) 关通知日期2月关股份持藉该通知指明址送交约信件行根第694(6)条提供相应选择权收购约条款须视包括该相应选择权
695 Offeror’s right to buy out minority shareholders
(1) This section applies if a notice is given under section 693 to the holder of any shares
(2) Unless the Court makes an order under subsection (3) the offeror is entitled and bound to acquire the shares on the terms of the takeover offer
(3) The Court may on application by the holder made within 2 months after the date on which the notice was given order that—
(a) the offeror is not entitled and bound to acquire the shares or
(b) the offeror is entitled and bound to acquire the shares on the terms specified in the order
(4) For the purposes of subsection (2)—
(a) if the takeover offer falls within section 694(4) the terms of the takeover offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section
(b) if the takeover offer falls within section 694(5) the terms of the takeover offer are to be regarded as not including the option unless the offeror indicates otherwise in the notice and
(c) if within 2 months after the date of the notice the holder of the shares by a letter sent to the offeror at an address specified in the notice exercises the corresponding option offered under section 694(6) the terms of the takeover offer are to be regarded as including the corresponding option
696 权全面收购少数股东股份约责
(1) 约第695(2)条权须收购某公司股份该约须关通知日期2月遵守第(3)款
(2) 述2月终结时第695(3)条目提出申请然决非原讼法庭命令约权须收购关股份否约须该申请获处置切实行范围快遵守第(3)款
(3) 约须 ——
(a) 公司送交 ——
(i) 第693条指通知文
(ii) 该通知关股份转文书该文书该约委代该等股份持签立
(b) 公司支付转该通知关股份支付代价
(4) 第(3)(a)(ii)款规定约公司送交时未行认购权股份权证关股份转文书
696 Obligations of offeror with right to buy out minority shareholders
(1) If by virtue of section 695(2) an offeror is entitled and bound to acquire any shares in a company the offeror must comply with subsection (3) within 2 months after the date of the notice
(2) If an application for the purposes of section 695(3) is pending at the end of those 2 months the offeror must comply with subsection (3) as soon as practicable after the application has been disposed of unless the Court orders that the offeror is not entitled and bound to acquire the shares
(3) The offeror—
(a) must send to the company—
(i) a copy of the notice under section 693 and
(ii) an instrument of transfer of the shares to which the notice relates executed on behalf of the holder of the shares by a person appointed by the offeror and
(b) must pay or transfer to the company the consideration for the shares to which the notice relates
(4) Subsection (3)(a)(ii) does not require the offeror to send to the company an instrument of transfer of any shares for which a share warrant is for the time being outstanding
697 公司须约注册股东
公司收第696(3)(a)(ii)条指转文书须关约注册关股份持
697 Company must register offeror as shareholder
On receiving an instrument of transfer under section 696(3)(a)(ii) the company must register the offeror as the holder of the shares
698 公司须信讬方式持约支付代价
(1) 公司收第696(3)(b)条指关股份代价须信讬方式约收购该股份前权该等股份持该代价
(2) 关代价包含款项公司须该笔款项存入独立息银行帐户
(3) 非属情况否公司述代价付予交付声称权该代价 ——
(a) 该交出关股份股份证明书交出证明该等股份权证
(b) 该交出令公司满意弥偿
698 Company must hold consideration paid by offeror on trust
(1) On receiving any consideration under section 696(3)(b) in respect of any shares the company must hold the consideration on trust for the person who before the offeror acquired the shares was entitled to them
(2) If the consideration consists of any money the company must deposit the money into a separate interestbearing bank account
(3) The company must not pay out or deliver the consideration to any person claiming to be entitled to it unless the person produces to the company—
(a) the share certificate or other evidence of title to the shares or
(b) an indemnity to the company’s satisfaction
699 补充第698条条文
(1) 情况条适 ——
(a) 权根第698(1)条信讬形式持代价落明
(b) 公司已隔段合理期间作出合理查探寻找该
(c) 收该代价已12年该公司已清盘
(2) 公司(公司已清盘)清盘须出售 ——
(a) 属现金代价
(b) 该代价累算属现金利益
(3) 公司(公司已清盘)清盘须法院支付笔代表项目款项 ——
(a) 关代价中属现金部分
(b) 第(2)款指出售收益
(c) 该代价累算权益股息利益
(4) 第(3)款指付款作出时关信讬告终止
(5) 项目开支信讬形式持代价支付 ——
(a) 第(1)(b)款述查探
(b) 第(2)款述出售
(c) 关第(3)款述法院作出付款法律程序
699 Provisions supplementary to section 698
(1) This section applies if—
(a) the person entitled to the consideration held on trust under section 698(1) cannot be found
(b) the company has made reasonable enquiries at reasonable intervals to find that person and
(c) 12 years have elapsed since the consideration was received or the company is wound up
(2) The company or if the company is wound up the liquidator must sell—
(a) any consideration other than cash and
(b) any benefit other than cash that has accrued from the consideration
(3) The company or if the company is wound up the liquidator must pay into court a sum representing—
(a) the consideration so far as it is cash
(b) the proceeds of any sale under subsection (2) and
(c) any interest dividend or other benefit that has accrued from the consideration
(4) The trust terminates on the payment being made under subsection (3)
(5) The expenses of the following may be paid out of the consideration held on trust—
(a) the enquiries mentioned in subsection (1)(b)
(b) the sale mentioned in subsection (2)
(c) the proceedings relating to the payment into court mentioned in subsection (3)
第3次分部 —— 强迫购买
Subdivision 3—Sellout
700 约求全面收购少数股东股份
(1) 收购约关类股份情况 ——
(a) 约已该约获接受收购订立合约承诺条件收购该约关股份部分(非全部)
(b) 约期时间该约控制公司股份占该公司股份中少90
持该约关股份约期终结前没接受该约持藉致予该约信件求该约收购该等股份
(2) 收购约关类股份情况 ——
(a) 约已该约获接受收购订立合约承诺条件收购该约关类股份部分(非全部)
(b) 约期时间该约控制该类股份占该类股份中少90 (2018年第35号第71条修订)
持该约关该类股份约期终结前没接受该约持藉致予该约信件求该约收购该等股份
(3) 条予股份持求约收购该等股份权利两时间中较者3月行 ——
(a) 约期终结时
(b) 根第701条该持发出通知日期
(4) 关收购约股份持选择代价该持求约收购该等股份信件中示明该持选择
(5) 条中提述约控制股份提述 ——
(a) 该约该约联系者持股份代名代表该约持股份
(b) 该约已收购约获接受收购订立合约承诺条件收购股份
(c) 该约该约联系者代表该约代名已收购已订立合约承诺条件收购承诺某条件获符合前提收购股份
700 Offeror may be required to buy out minority shareholders
(1) If in the case of a takeover offer that does not relate to shares of different classes—
(a) the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire some but not all of the shares to which the offer relates and
(b) at any time before the end of the offer period the shares in the company controlled by the offeror represent at least 90 in number of the shares in the company
the holder of any shares to which the offer relates who has not accepted the offer before the end of that period may by a letter addressed to the offeror require the offeror to acquire those shares
(2) If in the case of a takeover offer that relates to shares of different classes—
(a) the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire some but not all of the shares of any class to which the offer relates and
(b) at any time before the end of the offer period the shares of that class controlled by the offeror represent at least 90 in number of the shares of that class (Amended 35 of 2018 s 71)
the holder of any shares of that class to which the offer relates who has not accepted the offer before the end of that period may by a letter addressed to the offeror require the offeror to acquire those shares
(3) Rights given to the holder of any shares by this section to require an offeror to acquire the shares are only exercisable within 3 months after whichever is the later of the following—
(a) the end of the offer period
(b) the date of the notice given to the holder under section 701
(4) If the takeover offer gives the holder of shares a choice of consideration that holder may indicate the holder’s choice in the letter requiring the offeror to acquire the shares
(5) In this section a reference to shares controlled by an offeror is a reference to—
(a) shares that are held by the offeror by an associate of the offeror or by a nominee on the offeror’s behalf
(b) shares that the offeror has by virtue of acceptances of the takeover offer acquired or contracted unconditionally to acquire or
(c) other shares that the offeror an associate of the offeror or a nominee on the offeror’s behalf has acquired or has contracted unconditionally or subject to conditions being satisfied to acquire
701 约须告知少数股东求全面收购股份权利
(1) 股份持根第700条权求约收购该等股份该约须该持发出通知告知该持 ——
(a) 该持根该条具权利
(b) 行该权利限期
(2) 约已根第693条关持发出该约意收购关股份通知第(1)款适
(3) 约违反第(1)款属犯罪处第5级罚款
701 Offeror must notify minority shareholders of right to be bought out
(1) If the holder of any shares is entitled under section 700 to require an offeror to acquire the shares the offeror must give notice to the holder of—
(a) the holder’s rights under that section and
(b) the period within which those rights are exercisable
(2) Subsection (1) does not apply if the offeror has given the holder a notice under section 693 that the offeror desires to acquire the shares
(3) An offeror who contravenes subsection (1) commits an offence and is liable to a fine at level 5
702 少数股东发出通知
(1) 第701条指股份持发出通知 ——
(a) 须符合指明格式
(b) 须关股份持根第700条权求约收购该等股份首日起计月予该持
(2) 述通知收购约约期终结前发出须述明该约然予接受
(3) 述通知须藉方式股份持发出 ——
(a) 专香港交付该持
(b) 寄交址挂号邮递寄该持 ——
(i) 关公司簿册登记该持香港址
(ii) (没述址)该持关公司提供作接收发出通知香港址
(c) 处长应根第(4)款提出申请指示方式
(4) 情况约处长提出申请求处长股份持发出关通知方式作出指示 ——
(a) 关公司簿册登记该持香港址
(b) 该持没该公司提供作接收发出通知香港址
(5) 关收购约股份持选择代价述通知 ——
(a) 须提供关选项详情
(b) 须述明该持第700条指求约收购股份信件中示明该持选择
(c) 须述明该持没示明选择该约指明项代价会适
(6) 第(1)(2)(3)(5)款遭违反约属犯罪处第4级罚款
(7) 收购约订定股份持会收取约股份债权证选择收取第三者提供代价作代该约关通知示明收购约条款包括该选择权
(8) 约没关通知示明收购约条款包括述选择权该约该通知提供收取该约提供代价相应选择权
(9) 第(7)款言代价约提供提供该代价条款该约须作收购约代价该代价须视第三者提供
702 Notice to minority shareholders
(1) A notice to a holder of shares under section 701—
(a) must be given in the specified form and
(b) must be given to the holder within one month after the first day on which the holder of the shares is entitled under section 700 to require the offeror to acquire those shares
(2) If the notice is given before the end of the offer period of the takeover offer it must state that the offer is still open for acceptance
(3) The notice must be given to the holder of shares—
(a) by delivering it personally to that holder in Hong Kong
(b) by sending it by registered post to that holder to—
(i) an address of that holder in Hong Kong registered in the books of the company or
(ii) if there is no such address an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder or
(c) in the manner directed by the Registrar on an application made under subsection (4)
(4) An offeror may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if—
(a) there is no address of the holder in Hong Kong registered in the books of the company and
(b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder
(5) If the takeover offer gives the holder of shares a choice of consideration the notice—
(a) must give particulars of the choices
(b) must state that the holder may indicate the holder’s choice in the letter requiring the offeror to acquire any shares under section 700 and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice
(6) If subsection (1) (2) (3) or (5) is contravened the offeror commits an offence and is liable to a fine at level 4
(7) If the takeover offer provides that the holder of shares is to receive shares in or debentures of the offeror with an option to receive some other considerations to be provided by a third party instead the offeror may indicate in the notice that the terms of the takeover offer include the option
(8) If the offeror does not indicate in the notice that the terms of the takeover offer include the option the offeror may offer in the notice a corresponding option to receive some other consideration to be provided by the offeror
(9) For the purposes of subsection (7) consideration is to be regarded as being provided by a third party if it is made available to the offeror on terms that it is to be used by the offeror as consideration for the takeover offer
703 少数股东求约全面收购股份权利
(1) 股份持根第700条求约收购该等股份条适
(2) 非原讼法庭根第(3)款作出命令否约权须关收购约条款收购关股份关持该约议定条款收购关股份
(3) 原讼法庭应关持约申请命令该约权须该命令指明条款收购关股份
(4) 第(2)款言 ——
(a) 关收购约属第702(5)条指者该收购约条款须视包括该条目载关通知详情陈述
(b) 关收购约属第702(7)条指者该收购约条款须视包括关选择权约第701条指通知示明外
(c) 求约收购股份时该等股份持行根第702(8)条提供相应选择权收购约条款须视包括该相应选择权
703 Minority shareholders’ right to be bought out by offeror
(1) This section applies if the holder of any shares requires the offeror to acquire the shares under section 700
(2) Unless the Court makes an order under subsection (3) the offeror is entitled and bound to acquire the shares on the terms of the takeover offer or on other terms as agreed between that holder and the offeror
(3) The Court may on application by the holder or offeror order that the offeror is entitled and bound to acquire the shares on the terms specified in the order
(4) For the purposes of subsection (2)—
(a) if the takeover offer falls within section 702(5) the terms of the takeover offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section
(b) if the takeover offer falls within section 702(7) the terms of the takeover offer are to be regarded as not including the option unless the offeror indicates otherwise in the notice under section 701 and
(c) if when requiring the offeror to acquire the shares the holder of the shares exercises the corresponding option offered under section 702(8) the terms of the takeover offer are to be regarded as including the corresponding option
704 某情况股东须视没行求全面收购股份权利
(1) 情况条适 ——
(a) 股份持行第700条予权利求约收购该等股份
(b) 行该权利时关公司符合说明股份 ——
(i) 约已订立合约承诺会某条件获符合前提收购
(ii) 该等股份言该合约没成条件合约
(c) 该等股份计算第700(1)(b)(2)(b)条(视属情况定)施加规定会获符合
(2) 第703条言非属情况否股份持须视没行求约收购股份权利 ——
(a) 收购约关类股份情况行该权利限期终结前时间该约已该约获接受收购订立合约承诺条件收购股份占公司股份中少90(否包括该约已收购已订立合约承诺条件收购该公司股份)
(b) 收购约关类股份情况行该权利限期终结前时间该约已该约获接受收购订立合约承诺条件收购类股份占该类股份中少90(否包括约已收购已订立合约承诺条件收购该类股份)
704 Shareholder to be regarded as not having exercised right to be bought out in certain circumstances
(1) This section applies if—
(a) the holder of any shares exercises rights given by section 700 to require an offeror to acquire the shares
(b) at the time when those rights are exercised there are shares in the company—
(i) that the offeror has contracted to acquire subject to conditions being satisfied and
(ii) in relation to which the contract has not become unconditional and
(c) the requirement imposed by section 700(1)(b) or (2)(b) (as the case may be) would not be satisfied if those shares were not taken into account
(2) For the purposes of section 703 the holder of shares is to be regarded as not having exercised the rights to require the offeror to acquire the shares unless at any time before the end of the period during which those rights are exercisable—
(a) in the case of a takeover offer that does not relate to shares of different classes the shares that the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire with or without any other shares in the company that the offeror has acquired or has contracted unconditionally to acquire represent at least 90 in number of the shares in the company or
(b) in the case of a takeover offer that relates to shares of different classes the shares of any class that the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire with or without any other shares of that class that the offeror has acquired or has contracted unconditionally to acquire represent at least 90 in number of the shares of that class
第5分部 —— 作出回购股份公开约强制购入股份
Division 5—Compulsory Acquisition after General Offer for Share Buyback
第1次分部 —— 导言
Subdivision 1—Preliminary
705 释义
(1) 分部中 ——
售股成员 (nontendering member)公开约言指根第711(1)条发出通知表明会提供股份回购公司根该约回购成员
代名 (nominee)属某公司集团成员公司言包括代表属该集团成员公司代名
(2) 分部中提述售股成员持股份包括 ——
(a) 该成员联系者持股份代名代表该成员持股份
(b) 该成员该成员联系者代表该成员代名已订立合约承诺条件收购承诺某条件获符合前提收购股份
705 Interpretation
(1) In this Division—
nominee (代名) in relation to a company that is a member of a group of companies includes a nominee on behalf of another company that is a member of the group
nontendering member (售股成员) in relation to a general offer means a member who gives notice under section 711(1) that the member will not tender any shares to be bought back by the repurchasing company under the offer
(2) In this Division a reference to shares that are held by a nontendering member includes—
(a) shares that are held by an associate of the nontendering member or by a nominee on the nontendering member’s behalf and
(b) shares that the nontendering member an associate of the nontendering member or a nominee on the nontendering member’s behalf has contracted unconditionally or subject to conditions being satisfied to acquire
706 分部转换证券债权证适
(1) 分部回购公司债权证中转换该公司股份债权证适回购公司证券中转换该公司股份予持认购该公司股份权利证券适犹该等债权证证券该公司独立类股份股份持提述配发股份提述均须理解
(2) 分部中提述类股份中90 ——
(a) (属第(1)款述证券)提述该等证券中90
(b) (属第(1)款述债权证)提述须该等债权证支付总款额中90
706 Application of Division to convertible securities and debentures
(1) This Division applies in relation to debentures of a repurchasing company that are convertible into shares in the company or to securities of a repurchasing company that are convertible into or entitle the holder to subscribe for shares in the company as if those debentures or securities were shares of a separate class of the company A reference to a holder of shares and to shares being allotted is to be read accordingly
(2) In this Division a reference to 90 in number of the shares of any class is—
(a) in the case of securities mentioned in subsection (1) a reference to 90 of the number of those securities and
(b) in the case of debentures mentioned in subsection (1) a reference to 90 of the total amount payable on those debentures
707 公开约
(1) 分部言情况市公司回购该公司身股份作出约属公开约 ——
(a) 该约容回购股份外该公司股份该公司类股份中股份 ——
(i) 约日期居某方成员持股份该约违反该方法律
(ii) 约日期回购公司持股份
(b) 该约 ——
(i) 关类股份该约关股份言该约条款相
(ii) 关类股份该约关类股份中股份言该约条款相
(2) 第(1)款中 ——
股份 (shares)指关约日期已配发股份
(3) 第(1)(a)(ii)款中提述回购公司持股份 ——
(a) 提述该公司已订立合约承诺条件收购承诺某条件获符合前提收购股份
(b) 包括属符合说明合约标股份 ——
(i) 该合约该公司该公司股份持订立目确保该约作出时该持会接受该约
(ii) 该合约订立没代价藉契订立订立该合约收取代价属微足道订立该合约收取代价包含该公司作出该约承诺
(4) 第(1)(b)款言某约关股份某类股份中股份言较早配发股份提供代价价值较配发股份提供代价价值符合条件该约条款须视关股份言相 ——
(a) 股份附获某股息权利类股份时间配发附该权利
(b) 该代价价值差纯粹反映述获股息权利分
(c) 非该代价价值差关关股份约条款便会相
(5) 第(1)(b)款言某约关股份某类股份中股份言提供代价形式符合条件该约条款须视关股份言相 ——
(a) 香港外某方法律准许提供该约条款指明形式代价该方法律规定非回购公司符合某该公司够符合该公司视分严苛条件否准许提供该代价
(b) 某提供指明形式代价获准许形式代价该提供
(c) 该够收取该形式致相等价值代价
(d) 非代价形式分关关股份约条款便会相
(6) 第(1)款规定公开约关股份中包括会该约日期该约指明日期前配发股份
707 General offer
(1) For the purposes of this Division a listed company’s offer to buy back shares in the company is a general offer if—
(a) it is an offer to buy back all the shares or all the shares of any class in the company except—
(i) those that at the date of the offer are held by a member residing in a place where such an offer is contrary to the law of the place and
(ii) those that at the date of the offer are held by the repurchasing company and
(b) the terms of the offer are the same—
(i) where the offer does not relate to shares of different classes in relation to all the shares to which the offer relates or
(ii) where the offer relates to shares of different classes in relation to all the shares of each class to which the offer relates
(2) In subsection (1)—
shares (股份) means shares that have been allotted on the date of the offer
(3) In subsection (1)(a)(ii) a reference to shares that are held by the repurchasing company—
(a) is a reference to shares that the repurchasing company has contracted unconditionally or subject to conditions being satisfied to acquire but
(b) excludes shares that are the subject of a contract—
(i) entered into by the repurchasing company with a holder of shares in that company in order to secure that the holder will accept the offer when it is made and
(ii) entered into for no consideration and by deed for consideration of negligible value or for consideration consisting of a promise by the repurchasing company to make the offer
(4) For the purposes of subsection (1)(b) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the value of consideration offered for the shares allotted earlier as against the value of consideration offered for those allotted later the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) shares carry an entitlement to a particular dividend that other shares of the same class by reason of being allotted at a different time do not carry
(b) the difference in value of consideration merely reflects that difference in entitlement to dividend and
(c) but for the difference in the value of consideration the terms of the offer would be the same in relation to all the shares concerned
(5) For the purposes of subsection (1)(b) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the form of consideration offered the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) the law of a place outside Hong Kong precludes an offer of consideration in the form specified in the terms of the offer or precludes it except after compliance by the repurchasing company with conditions with which the repurchasing company is unable to comply or that the repurchasing company regards as unduly onerous
(b) consideration in another form is offered to a person to whom an offer of consideration in the specified form is so precluded
(c) the person is able to receive consideration in that other form that is of substantially equivalent value and
(d) but for the difference in the form of consideration the terms of the offer would be the same in relation to all the shares concerned
(6) Despite subsection (1) a general offer may include among the shares to which it relates shares that will be allotted after the date of the offer but before a date specified in the offer
708 没传达等阻止约成公开约
(1) 回购股份约没传达某股份持符合条件施行分部事阻止该约成公开约 ——
(a) 回购公司成员登记册没登记该持香港址
(b) 该约没传达该持免违反香港外某方法律
(c) 中 ——
(i) 已宪报刊登该约
(ii) 香港某点网站查阅该约取该约文已藉宪报刊登公告指明该点址该网站网址
(2) 根第(1)款推断非该款(a)(b)(c)段指明条件获符合否没传达股份持约分部目成公开约
(3) 香港外某方法律接受回购股份约某言较困难事阻止该约分部目成公开约
(4) 根第(3)款推断非某接受约某言接受约较困难基该款述原否某接受约某言较难接受约分部目成收购约
708 Noncommunication etc does not prevent offer from being general offer
(1) Even though an offer to buy back shares is not communicated to a holder of shares that does not prevent the offer from being a general offer for the purposes of this Division if—
(a) no Hong Kong address for the holder is registered in the repurchasing company’s register of members
(b) the offer was not communicated to the holder in order not to contravene the law of a place outside Hong Kong and
(c) either—
(i) the offer is published in the Gazette or
(ii) the offer can be inspected or a copy of it obtained at a place in Hong Kong or on a website and a notice is published in the Gazette specifying the address of that place or website
(2) It is not to be inferred from subsection (1) that an offer that is not communicated to a holder of shares cannot be a general offer for the purposes of this Division unless the conditions specified in paragraphs (a) (b) and (c) of that subsection are satisfied
(3) Even though it is impossible or more difficult for a person by reason of the law of a place outside Hong Kong to accept an offer to buy back shares that does not prevent the offer from being a general offer for the purposes of this Division
(4) It is not to be inferred from subsection (3) that an offer that is impossible or more difficult for certain persons to accept cannot be a general offer for the purposes of this Division unless the reason for the impossibility or difficulty is the one mentioned in that subsection
709 公开约关股份
(1) 分部言公开约作出约期终结前回购公司回购订立合约承诺条件回购该约关股份该约获接受回购该等股份该等股份视该约关股份款第(2)款规限具效力
(2) 分部言情况关股份须视关公开约关股份回购公司须视该约获接受回购订立合约承诺回购该等股份 ——
(a) 回购订立合约承诺回购该等股份时回购承诺回购代价价值超该约条款指明代价价值
(b) 述条款修改致公布该修改时回购订立合约承诺回购该等股份代价价值回购订立合约时超该条款指明代价价值
(3) 分部言回购公司联系者代表回购公司行事代名持已订立合约承诺条件回购承诺某条件获符合前提回购(公开约日期)股份言该约延伸该等股份该等股份视该约关股份款第(4)款规限具效力
(4) 分部言公开约作出约期终结前回购公司联系者代表回购公司行事代名回购订立合约承诺条件回购该约关股份情况该等股份须视该约关股份 ——
(a) 回购订立合约承诺回购该等股份时回购承诺回购代价价值超该约条款指明代价价值
(b) 述条款修改致公布该修改时回购订立合约承诺回购该等股份代价价值回购订立合约时超该条款指明代价价值
(5) 分部言关公开约延伸售股成员持股份该等股份视该约关股份
709 Shares to which general offer relates
(1) For the purposes of this Division if after a general offer is made but before the end of the offer period the repurchasing company buys back or contracts unconditionally to buy back any of the shares to which the offer relates but does not do so by virtue of acceptances of the offer those shares are not to be regarded as shares to which the offer relates This subsection has effect subject to subsection (2)
(2) For the purposes of this Division those shares are to be regarded as shares to which the general offer relates and the repurchasing company is to be regarded as having bought them back or contracted to buy them back by virtue of acceptances of that offer if—
(a) the value of the consideration for which the shares are bought back or contracted to be bought back at the time of the buyback or contract does not exceed the value of the consideration specified in the terms of that offer or
(b) those terms are subsequently revised so that when the revision is announced the value of the consideration for which the shares are bought back or contracted to be bought back at the time of the buyback or contract no longer exceeds the value of the consideration specified in those terms
(3) For the purposes of this Division shares that an associate of the repurchasing company or a nominee on the repurchasing company’s behalf holds or has contracted unconditionally or subject to conditions being satisfied to buy back whether at the date of the general offer or subsequently are not to be regarded as shares to which that offer relates even if that offer extends to those shares This subsection has effect subject to subsection (4)
(4) For the purposes of this Division where after a general offer is made but before the end of the offer period an associate of the repurchasing company or a nominee on the repurchasing company’s behalf buys back or contracts unconditionally to buy back any of the shares to which the offer relates the shares are to be regarded as shares to which the offer relates if—
(a) the value of the consideration for which the shares are bought back or contracted to be bought back at the time of the buyback or contract does not exceed the value of the consideration specified in the terms of the offer or
(b) those terms are subsequently revised so that when the revision is announced the value of the consideration for which the shares are bought back or contracted to be bought back at the time of the buyback or contract no longer exceeds the value of the consideration specified in those terms
(5) For the purposes of this Division the shares held by a nontendering member are not to be regarded as shares to which the general offer relates even if that offer extends to those shares
710 修改约视新约
分部言情况修改回购股份约条款视作出新约 ——
(a) 该约条款事宜作出规定 ——
(i) 该等条款修改
(ii) 接受先前条款须视接受修改条款
(b) 该修改该等规定作出
710 Revised offer not to be regarded as fresh offer
For the purposes of this Division a revision of the terms of an offer to buy back shares is not to be regarded as the making of a fresh offer if—
(a) the terms of the offer make provision for—
(i) their revision and
(ii) acceptances on the previous terms to be treated as acceptances on the revised terms and
(b) the revision is made in accordance with that provision
711 成员发出通知表明会提供股份供根公开约回购
(1) 回购公司成员关该公司授权会议通知发出日期日前该公司名成员发出通知表明该成员会提供持股份供该公司根关公开约回购
(2) 关约延伸售股成员持股份该成员权提供该等股份供回购公司根关公开约回购
(3) 条中 ——
授权会议 (authorizing meeting)回购公司言指该公司拟作出公开约予授权召开该公司会议
711 Member may give notice that member will not tender shares for buyback under general offer
(1) A member of a repurchasing company may on or before the date on which notice of an authorizing meeting of the company is given give notice to every other member of the company that the member will not tender any shares held by the member to be bought back by the company under the general offer
(2) A nontendering member is not entitled to tender any shares held by the member to be bought back by the repurchasing company under the general offer even if that offer extends to those shares
(3) In this section—
authorizing meeting (授权会议) in relation to a repurchasing company means a meeting of the company called for the purpose of authorizing a general offer that the company intends to make
第2次分部 —— 强迫出售
Subdivision 2—Squeezeout
712 回购公司发出通知表示全面回购少数股东股份
(1) 回购公司成员根第711条发出通知表明该成员会提供股份供该公司根公开约回购条适
(2) 公开约关类股份情况回购公司已该约获接受回购订立合约承诺条件回购该约关股份中少90该公司该约关股份持发出通知表明该公司意回购该等股份
(3) 公开约关类股份情况回购公司已该约获接受回购订立合约承诺条件回购该约关类股份中少90该公司藉该约关该类股份股份持发出通知表明该公司意回购该等股份
(4) 公开约关类股份情况回购公司已该约获接受回购订立合约承诺条件回购该约关股份中少90该公司原讼法庭提出申请求原讼法庭作出命令授权该公司该约关股份持发出通知表明该公司意回购该等股份
(5) 公开约关类股份情况回购公司已该约获接受回购订立合约承诺条件回购该约关类股份中少90该公司原讼法庭提出申请求原讼法庭作出命令授权该公司该约关该类股份股份持发出通知表明该公司意回购该等股份
(6) 原讼法庭信纳事宜应根第(4)(5)款提出申请作出命令 ——
(a) 回购公司作出合理查探追寻名名持关公开约关股份落
(b) 假该该等士接受该公开约该公司便会该约获接受回购订立合约承诺条件回购该约关股份类股份中少90
(c) 提供代价公合理
(7) 原讼法庭非信纳顾情况(尤须顾已找没接受关公开约股份持数目)作出述命令公正公否作出该命令
(8) 原讼法庭作出命令授权回购公司股份持发出通知该公司该持发出通知
712 Repurchasing company may give notice to buy out minority shareholders
(1) This section applies if a member or members of the repurchasing company has or have given notice under section 711 that the member or members will not tender any shares to be bought back by that company under a general offer
(2) If in the case of a general offer that does not relate to shares of different classes the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back at least 90 in number of the shares to which the offer relates the repurchasing company may give notice to the holder of any other shares to which the offer relates that it desires to buy back those shares
(3) If in the case of a general offer that relates to shares of different classes the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back at least 90 in number of the shares of any class to which the offer relates the repurchasing company may give notice to the holder of any other shares of that class to which the offer relates that it desires to buy back those shares
(4) If in the case of a general offer that does not relate to shares of different classes the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back less than 90 in number of the shares to which the offer relates the repurchasing company may apply to the Court for an order authorizing it to give notice to the holder of any other shares to which the offer relates that it desires to buy back those shares
(5) If in the case of a general offer that relates to shares of different classes the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back less than 90 in number of the shares of any class to which the offer relates the repurchasing company may apply to the Court for an order authorizing it to give notice to the holder of any other shares of that class to which the offer relates that it desires to buy back those shares
(6) The Court may on application under subsection (4) or (5) make the order if it is satisfied that—
(a) after reasonable enquiry the repurchasing company has been unable to trace one or more of the persons holding shares to which the general offer relates
(b) had the person or all those persons accepted the general offer the repurchasing company would have by virtue of acceptances of that offer bought back or contracted unconditionally to buy back at least 90 in number of the shares or the shares of any class to which that offer relates and
(c) the consideration offered is fair and reasonable
(7) The Court must not make the order unless it is satisfied that it is just and equitable to do so having regard to all the circumstances and in particular to the number of holders of shares who have been traced but who have not accepted the general offer
(8) If the Court makes an order authorizing the repurchasing company to give notice to the holder of any shares the repurchasing company may give notice to that holder
713 少数股东发出通知
(1) 第712条指股份持发出通知 ——
(a) 须符合指明格式
(b) 须两时间中较早者前该持发出 ——
(i) 公开约约期终结日起计3月终结时
(ii) 公开约日期起计6月终结时
(2) 述通知须藉方式股份持发出 ——
(a) 专香港交付该持
(b) 寄交址挂号邮递寄该持 ——
(i) 关公司簿册登记该持香港址
(ii) (没述址)该持关公司提供作接收发出通知香港址
(c) 处长应根第(3)款提出申请指示方式
(3) 情况关回购公司处长提出申请求处长股份持发出关通知方式作出指示 ——
(a) 该公司簿册登记该持香港址
(b) 该持没该公司提供作接收发出通知香港址
(4) 关公开约股份持选择代价述通知 ——
(a) 须提供关选项详情
(b) 须述明该持该通知日期2月藉着该通知指明址送交回购公司信件示明该持选择
(c) 须述明该持没示明选择该约指明代价会适
713 Notice to minority shareholders
(1) A notice to a holder of shares under section 712—
(a) must be given in the specified form and
(b) must be given to the holder before whichever is the earlier of the following—
(i) the end of the period of 3 months beginning on the day after the end of the offer period of the general offer
(ii) the end of the period of 6 months beginning on the date of the general offer
(2) The notice must be given to the holder of shares—
(a) by delivering it personally to that holder in Hong Kong
(b) by sending it by registered post to that holder to—
(i) an address of that holder in Hong Kong registered in the books of the company or
(ii) if there is no such address an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder or
(c) in the manner directed by the Registrar on an application made under subsection (3)
(3) The repurchasing company may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if—
(a) there is no address of the holder in Hong Kong registered in the books of the company and
(b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder
(4) If the general offer gives the holder of shares a choice of consideration the notice—
(a) must give particulars of the choices
(b) must state that the holder may within 2 months after the date of the notice indicate the holder’s choice by a letter sent to the repurchasing company at an address specified in the notice and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice
714 回购公司全面回购少数股东股份权利
(1) 通知根第712条股份持发出条适
(2) 非原讼法庭根第(3)款作出命令否回购公司权须公开约条款回购关股份
(3) 原讼法庭应关持述通知发出日期2月提出申请命令 ——
(a) 回购公司权须回购关股份
(b) 回购公司权须该命令指明条款回购关股份
(4) 第(2)款言关公开约属第713(4)条指者该公开约条款须视包括该条目载关通知详情陈述
714 Repurchasing company’s right to buy out minority shareholders
(1) This section applies if a notice is given under section 712 to the holder of any shares
(2) Unless the Court makes an order under subsection (3) the repurchasing company is entitled and bound to buy back the shares on the terms of the general offer
(3) The Court may on application by the holder made within 2 months after the date on which the notice was given order that—
(a) the repurchasing company is not entitled and bound to buy back the shares or
(b) the repurchasing company is entitled and bound to buy back the shares on the terms specified in the order
(4) For the purposes of subsection (2) if the general offer falls within section 713(4) the terms of the general offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section
715 权全面回购少数股东股份回购公司责
(1) 回购公司第714(2)条权须回购该公司股份该公司须关通知日期2月遵守第716条
(2) 述2月终结时第714(3)条目提出申请然决回购公司须该申请获处置切实行范围快遵守第716条
715 Obligations of repurchasing company with right to buy out minority shareholders
(1) If by virtue of section 714(2) a repurchasing company is entitled and bound to buy back any shares in the company the company must comply with section 716 within 2 months after the date of the notice
(2) If an application for the purposes of section 714(3) is pending at the end of those 2 months the repurchasing company must comply with section 716 as soon as practicable after the application has been disposed of
716 回购公司须通知关股份付款
(1) 情况回购公司须第712条指通知关股份该等股份持支付代价 ——
(a) 该持该公司交出该等股份股份证明书交出证明该等股份权证
(b) 该持该公司交出该公司满意弥偿
(2) 回购公司须注销第712条指通知关股份关该等股份代价存入独立息银行帐户
(3) 回购公司根第(2)款代价存入银行户口该公司须信讬方式该公司回购关股份前权该等股份持该代价
(4) 非属情况否回购公司述代价付予交付声称权该笔款项代价 ——
(a) 该交出关股份股份证明书交出证明该等股份权证
(b) 该交出令该公司满意弥偿
716 Repurchasing company must pay for shares to which notice relates
(1) The repurchasing company must pay the consideration for any shares to which the notice under section 712 relates to the holder of the shares if that holder produces to the repurchasing company—
(a) the share certificate or other evidence of title to the shares or
(b) an indemnity to the repurchasing company’s satisfaction
(2) The repurchasing company must cancel any other shares to which the notice under section 712 relates and deposit the consideration for those shares into a separate interestbearing bank account
(3) The repurchasing company must hold any consideration deposited into a bank account under subsection (2) on trust for the person who before the company bought back the shares was entitled to them
(4) The repurchasing company must not pay out or deliver the consideration to any person claiming to be entitled to it unless the person produces to the repurchasing company—
(a) the share certificate or other evidence of title to the shares or
(b) an indemnity to the repurchasing company’s satisfaction
717 补充第716条条文
(1) 情况条适 ——
(a) 权根第716(3)条信讬形式持代价落明
(b) 回购公司已隔段合理期间作出合理查探寻找该
(c) 收该代价已12年该公司已清盘
(2) 回购公司(该公司已清盘)清盘时清盘须出售 ——
(a) 属现金代价
(b) 该代价累算属现金利益
(3) 回购公司(该公司已清盘)清盘时清盘须法院支付笔代表项目款项 ——
(a) 关代价中属现金部分
(b) 第(2)款指出售收益
(c) 该代价累算权益股息利益
(4) 第(3)款指付款作出时关信讬告终止
(5) 项目开支信讬形式持代价支付 ——
(a) 第(1)(b)款述查探
(b) 第(2)款述出售
(c) 关第(3)款述法院作出付款法律程序
717 Provisions supplementary to section 716
(1) This section applies if—
(a) the person entitled to the consideration held on trust under section 716(3) cannot be found
(b) the repurchasing company has made reasonable enquiries at reasonable intervals to find that person and
(c) 12 years have elapsed since the consideration was received or the repurchasing company is wound up
(2) The repurchasing company or if the repurchasing company is wound up the liquidator or provisional liquidator must sell—
(a) any consideration other than cash and
(b) any benefit other than cash that has accrued from the consideration
(3) The repurchasing company or if the repurchasing company is wound up the liquidator or provisional liquidator must pay into court a sum representing—
(a) the consideration so far as it is cash
(b) the proceeds of any sale under subsection (2) and
(c) any interest dividend or other benefit that has accrued from the consideration
(4) The trust terminates on the payment being made under subsection (3)
(5) The expenses of the following may be paid out of the consideration held on trust—
(a) the enquiries mentioned in subsection (1)(b)
(b) the sale mentioned in subsection (2)
(c) the proceedings relating to the payment into court mentioned in subsection (3)
第3次分部 —— 强迫购买
Subdivision 3—Sellout
718 回购公司求全面回购少数股东股份
(1) 回购公司成员根第711条发出通知表明该成员会提供股份供该公司根公开约回购条适
(2) 公开约关类股份情况 ——
(a) 回购公司已该约获接受回购订立合约承诺条件回购该约关股份部分(非全部)
(b) 约期时间回购公司控制该公司股份(否包括售股成员持该公司股份)占该公司股份中少90
持该约关股份该期间终结前没接受该约持藉致予回购公司信件求该公司回购该等股份
(3) 公开约关类股份情况 ——
(a) 回购公司已该约获接受回购订立合约承诺条件回购该约关类股份部分(非全部)
(b) 约期时间回购公司控制该等股份(否包括售股成员持该类股份)占该类股份中少90
持该约关该类股份该期间终结前没接受该约持藉致予回购公司信件求该公司回购该等股份
(4) 条予股份持求回购公司回购该等股份权利两时间中较者3月行 ——
(a) 约期终结时
(b) 根第719条该持发出通知日期
(5) 关公开约股份持选择代价该持求回购公司回购该等股份信件中示明该持选择
(6) 条中提述回购公司控制股份提述 ——
(a) 回购公司联系者持股份代名代表该公司持股份
(b) 回购公司已公开约获接受回购订立合约承诺条件回购股份
(c) 回购公司该公司联系者代表该公司代名已回购已订立合约承诺条件回购承诺某条件获符合前提回购股份
718 Repurchasing company may be required to buy out minority
(1) This section applies if a member or members of the repurchasing company has or have given notice under section 711 that the member or members will not tender any shares to be bought back by that company under a general offer
(2) If in the case of a general offer that does not relate to shares of different classes—
(a) the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back some but not all of the shares to which the offer relates and
(b) at any time before the end of the offer period the shares in the repurchasing company controlled by that company with or without the shares in the repurchasing company held by the nontendering member represent at least 90 in number of the shares in the repurchasing company
the holder of any shares to which the offer relates who has not accepted the offer before the end of that period may by a letter addressed to the repurchasing company require that company to buy back those shares
(3) If in the case of a general offer that relates to shares of different classes—
(a) the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back some but not all of the shares of any class to which the offer relates and
(b) at any time before the end of the offer period the shares of that class controlled by the repurchasing company with or without the shares of that class held by the nontendering member represent at least 90 in number of the shares of that class
the holder of any shares of that class to which the offer relates who has not accepted the offer before the end of that period may by a letter addressed to the repurchasing company require that company to buy back those shares
(4) Rights given to the holder of any shares by this section to require a repurchasing company to buy back the shares are only exercisable within 3 months after whichever is the later of the following—
(a) the end of the offer period
(b) the date of the notice given to the holder under section 719
(5) If the general offer gives the holder of shares a choice of consideration that holder may indicate the holder’s choice in the letter requiring the repurchasing company to buy back the shares
(6) In this section a reference to shares controlled by a repurchasing company is a reference to—
(a) shares that are held by an associate of the repurchasing company or by a nominee on the repurchasing company’s behalf
(b) shares that the repurchasing company has by virtue of acceptances of the general offer acquired or contracted unconditionally to acquire or
(c) other shares that the repurchasing company an associate of the repurchasing company or a nominee on the repurchasing company’s behalf has acquired or has contracted unconditionally or subject to conditions being satisfied to acquire
719 回购公司须告知少数股东求全面回购股份权利
(1) 股份持根第718条权求回购公司回购该等股份该公司须该持发出通知告知该持 ——
(a) 该持根该条具权利
(b) 行该权利限期
(2) 回购公司已根第712条关持发出意回购关股份通知第(1)款适
(3) 回购公司违反第(1)款属犯罪处第5级罚款
719 Repurchasing company must notify minority shareholders of right to be bought out
(1) If the holder of any shares is entitled under section 718 to require a repurchasing company to buy back the shares the repurchasing company must give notice to the holder of—
(a) the holder’s rights under that section and
(b) the period within which those rights are exercisable
(2) Subsection (1) does not apply if the repurchasing company has given the holder a notice under section 712 that it desires to buy back the shares
(3) A repurchasing company that contravenes subsection (1) commits an offence and is liable to a fine at level 5
720 少数股东发出通知
(1) 第719条指股份持发出通知 ——
(a) 须符合指明格式
(b) 须关股份持根第718条权求回购公司回购该等股份首日起计月予该持
(2) 述通知公开约约期终结前发出须述明该约然予接受
(3) 述通知须藉方式股份持发出 ——
(a) 专香港交付该持
(b) 寄交址挂号邮递寄该持 ——
(i) 关公司簿册登记该持香港址
(ii) (没述址)该持关公司提供作接收发出通知香港址
(c) 处长应根第(4)款提出申请指示方式
(4) 情况回购公司处长提出申请求处长股份持发出关通知方式作出指示 ——
(a) 该公司簿册登记该持香港址
(b) 该持没该公司提供作接收发出通知香港址
(5) 关公开约股份持选择代价述通知 ——
(a) 须提供关选项详情
(b) 须述明该持第718条指求回购公司回购股份信件中示明该持选择
(c) 须述明该持没示明选择该约指明项代价会适
(6) 第(1)(2)(3)(5)款遭违反回购公司属犯罪处第4级罚款
720 Notice to minority shareholders
(1) A notice to a holder of shares under section 719—
(a) must be given in the specified form and
(b) must be given to the holder within one month after the first day on which the holder of the shares is entitled under section 718 to require the repurchasing company to buy back those shares
(2) If the notice is given before the end of the offer period of the general offer it must state that the offer is still open for acceptance
(3) The notice must be given to the holder of shares—
(a) by delivering it personally to that holder in Hong Kong
(b) by sending it by registered post to that holder to—
(i) an address of that holder in Hong Kong registered in the books of the company or
(ii) if there is no such address an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder or
(c) in the manner directed by the Registrar on an application made under subsection (4)
(4) A repurchasing company may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if—
(a) there is no address of the holder in Hong Kong registered in the books of the company and
(b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder
(5) If the general offer gives the holder of shares a choice of consideration the notice—
(a) must give particulars of the choices
(b) must state that the holder may indicate the holder’s choice in the letter requiring the repurchasing company to buy back any shares under section 718 and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice
(6) If subsection (1) (2) (3) or (5) is contravened the repurchasing company commits an offence and is liable to a fine at level 4
721 少数股东求回购公司全面回购股份权利
(1) 股份持根第718条求回购公司回购该等股份条适
(2) 非原讼法庭根第(3)款作出命令否回购公司权须关公开约条款回购关股份关持该公司议定条款回购关股份
(3) 原讼法庭应关持回购公司申请命令该公司权须该命令指明条款回购关股份
(4) 第(2)款言关公开约属第720(5)条指者该公开约条款须视包括该条目载关通知详情陈述
___________
721 Minority shareholders’ right to be bought out by repurchasing company
(1) This section applies if the holder of any shares requires the repurchasing company to buy back the shares under section 718
(2) Unless the Court makes an order under subsection (3) the repurchasing company is entitled and bound to buy back the shares on the terms of the general offer or on other terms as agreed between that holder and the repurchasing company
(3) The Court may on application by the holder or repurchasing company order that the repurchasing company is entitled and bound to buy back the shares on the terms specified in the order
(4) For the purposes of subsection (2) if the general offer falls within section 720(5) the terms of the general offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section
___________
第14部
Part 14
保障公司成员权益补救
(格式变更——2013年第1号编辑修订纪录)
Remedies for Protection of Companies’ or Members’ Interests
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
722 释义
(1) 部中 ——
公司 (company)包括非香港公司
(2) 某公司没章程细部中提述公司章程细须理解组织该公司该公司组织作出规定文书
722 Interpretation
(1) In this Part—
company (公司) includes a nonHong Kong company
(2) In this Part a reference to a company’s articles in the case of a company not having articles is to be read as the instrument constituting or defining the constitution of the company
第2分部 —— 公损害成员权益补救
Division 2—Remedies for Unfair Prejudice to Members’ Interests
723 释义
(1) ——
(a) 某紧接世前某公司成员分部中提述公司成员包括该遗产代理
(b) 某紧接世前某公司成员分部中提述公司成员包括该遗嘱该遗嘱情况世成该公司股份受讬该遗嘱该遗嘱情况世享该公司股份实益权益
(2) 某紧接世前某公司前度成员分部中提述公司前度成员包括该遗产代理
(3) 分部言非某符合说明否该某公司前度成员 ——
(a) 该该公司成员已该公司成员
(b) 该2005年7月15日该公司成员
723 Interpretation
(1) In this Division a reference to a member of a company includes—
(a) the personal representative of a person who immediately before the person’s death was a member of the company and
(b) a trustee of or a person beneficially interested in the shares of the company by virtue of the will or intestacy of another person who immediately before that other person’s death was a member of the company
(2) In this Division a reference to a past member of a company includes the personal representative of a person who immediately before the person’s death was a past member of the company
(3) For the purposes of this Division a person is not a past member of a company unless—
(a) the person was but is no longer a member of the company and
(b) the person ceased to be such a member on or after 15 July 2005
724 原讼法庭时命令作出补救
(1) 原讼法庭应某公司成员提出呈请认 ——
(a) 该公司事务正公损害众成员某名某成员(包括该成员)权益方式处理
(b) 该公司某项实际作出没作出作(包括代表该公司作出没作出作)该公司某项拟作出作出作(包括代表该公司作出作出作)具会具(a)段述损害性
行第725(1)(a)(2)条指权力
(2) 原讼法庭应财政司司长根第879(3)条提出呈请认 ——
(a) 某公司事务正公损害众成员某名某成员权益方式处理
(b) 某公司某项实际作出没作出作(包括代表该公司作出没作出作)该公司某项拟作出作出作(包括代表该公司作出作出作)具会具(a)段述损害性
行第725(1)(b)(2)条指权力
(3) 原讼法庭应某公司前度成员提出呈请认该前度成员该公司成员时 ——
(a) 该公司事务公损害时众成员时某名某成员(包括该前度成员)权益方式处理
(b) 该公司某项实际作出没作出作(包括代表该公司作出作包括没代表该公司作出作)具(a)段述损害性
行第725(4)条指权力
724 When Court may order remedies
(1) The Court may exercise the power under section 725(1)(a) and (2) if on a petition by a member of a company it considers that—
(a) the company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of the members generally or of one or more members (including the member) or
(b) an actual or proposed act or omission of the company (including one done or made on behalf of the company) is or would be so prejudicial
(2) The Court may exercise the power under section 725(1)(b) and (2) if on a petition by the Financial Secretary under section 879(3) it considers that—
(a) a company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of the members generally or of one or more members or
(b) an actual or proposed act or omission of a company (including one done or made on behalf of the company) is or would be so prejudicial
(3) The Court may exercise the power under section 725(4) if on a petition by a past member of a company it considers that at the time when the past member was a member of the company—
(a) the company’s affairs were conducted in a manner unfairly prejudicial to the interests of the members at that time generally or of one or more members at that time (including the past member) or
(b) an actual act or omission of the company (including one done or made on behalf of the company) was so prejudicial
725 原讼法庭命令作出补救
(1) 原讼法庭 ——
(a) 施行第724(1)条作出认合适命令第724(1)(a)(b)条述事情提供济助
(b) 施行第724(2)条作出认合适命令第724(2)(a) (b) 条述事情提供济助
(2) 局限第(1)款原原讼法庭 ——
(a) 作出命令 ——
(i) 具效力命令 ——
(A) 禁制继续第724(1)(a)(2)(a)条述方式处理关公司事务
(B) 禁制作出第724(1)(b)(2)(b)条述作
(C) 规定作出第724(1)(b)(2)(b)条述关公司没作出拟作出作
(ii) 规定关公司名义原讼法庭命令条款针原讼法庭命令提起原讼法庭认合适法律程序命令
(iii) 项目中项目委接理命令 ——
(A) 关公司财产部分
(B) 关公司业务部分
(iv) 原讼法庭认合适命令目作出 ——
(A) 规关公司事务日处理方式
(B) 关公司成员购买该公司成员股份
(C) 关公司购买成员股份相应减少资
(D) 目
(b) 关公司成员权益受该公司事务处理方式关作作公损害情况命令该公司该成员支付原讼法庭认合适损害赔偿原讼法庭认合适该等损害赔偿利息
(3) 原讼法庭根第(2)(a)(iii)款作出命令时指明接理权力责厘定酬金
(4) 施行第724(3)条关公司关键时间成员权益受该公司事务处理方式关作作公损害原讼法庭命令该公司该成员支付原讼法庭认合适损害赔偿原讼法庭认合适该等损害赔偿利息
(5) 免生疑问公司成员(前度成员现成员)均权藉着寻求第(2)(b)(4)款指损害赔偿追讨纯粹反映该公司蒙受普通法该公司权追讨损失
(6) 条中 ——
关键时间 (material time)指关前度成员关公司成员时间
725 Remedies that Court may order
(1) The Court may—
(a) for the purposes of section 724(1) make any order that it thinks fit for giving relief in respect of the matter mentioned in section 724(1)(a) or (b) and
(b) for the purposes of section 724(2) make any order that it thinks fit for giving relief in respect of the matter mentioned in section 724(2)(a) or (b)
(2) Without limiting subsection (1) the Court—
(a) may make any or all of the following orders—
(i) an order—
(A) restraining the continuance of the conduct of the company’s affairs in the manner mentioned in section 724(1)(a) or (2)(a)
(B) restraining the doing of the act mentioned in section 724(1)(b) or (2)(b) or
(C) requiring the doing of an act that as mentioned in section 724(1)(b) or (2)(b) the company has omitted or has proposed to omit to do
(ii) an order that proceedings that the Court thinks fit be brought in the company’s name against any person and on any terms that the Court so orders
(iii) an order appointing a receiver or manager of either or both of the following—
(A) the company’s property or any part of the property
(B) the company’s business or any part of the business
(iv) any other order that the Court thinks fit whether—
(A) for regulating the conduct of the company’s affairs in future
(B) for the purchase of the shares of any member of the company by another member of the company
(C) for the purchase of the shares of any member of the company by the company and the reduction accordingly of the company’s capital or
(D) for any other purpose and
(b) may order the company or any other person to pay any damages and any interest on those damages that the Court thinks fit to a member of the company whose interests have been unfairly prejudiced by the conduct of the company’s affairs or by the act or omission
(3) The Court may on making an order under subsection (2)(a)(iii) specify the powers and duties of and fix the remuneration of the receiver or manager
(4) For the purposes of section 724(3) the Court may order the company or any other person to pay any damages and any interest on those damages that the Court thinks fit to a member of the company at the material time whose interests were unfairly prejudiced by the conduct of the company’s affairs or by the act or omission
(5) To avoid doubt a member past or present of a company is not entitled to recover by way of damages under subsection (2)(b) or (4) any loss that solely reflects the loss suffered by the company that only the company is entitled to recover under the common law
(6) In this section—
material time (关键时间) means the time when the past member was a member of the company
726 藉原讼法庭命令修改章程细
(1) 公司章程细第725条指命令修改条适
(2) 述修改具效力犹该项修改藉关公司决议作出样条例适关章程细犹该项修改藉该公司决议作出样
(3) 条例规定关公司权未原讼法庭许抵触述命令方式修改章程细
(4) 关公司须述命令作出15日该命令正式文交付处长登记
(5) 公司违反第(4)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
726 Alteration of articles by order of Court
(1) This section applies if a company’s articles are altered by an order under section 725
(2) The alteration has the same effect and this Ordinance applies to the articles as if the alteration were made by a resolution of the company
(3) Despite anything in this Ordinance the company has no power without the leave of the Court to alter the articles in a way that is inconsistent with the order
(4) Within 15 days after the order is made the company must deliver an office copy of the order to the Registrar for registration
(5) If a company contravenes subsection (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
727 终审法院首席法官订立规
(1) 立法会批准终审法院首席法官订立规 ——
(a) 规根分部提起法律程序
(b) 订明须该法律程序支付费
(2) 述规赋权某提出问题该等规规定该该问题答复作针该证
(3) 述规赋权原讼法庭 ——
(a) 厘定须述法律程序支付该等规没订明费
(b) 更改厘定费
(4) 述规规定须述法律程序某支付费作拖欠该债项追讨
(5) 述规藉参费百分率计算表订明费原讼法庭根该等规藉参费百分率计算表厘定更改费
(6) 述条文订明厘定更改费时需参述法律程序相述法律程序招致行政费费款额
(7) 述条文订明厘定更改费会仅款额效
727 Chief Justice may make rules
(1) Subject to the approval of the Legislative Council the Chief Justice may make rules—
(a) for regulating proceedings under this Division and
(b) for prescribing fees payable in respect of such proceedings
(2) If the rules empower a person to put a question to another person they may also provide that that other person’s reply to the question may be used in evidence against that other person
(3) The rules may empower the Court—
(a) to fix any fee payable in respect of such proceedings that is not prescribed by the rules and
(b) to vary the fee so fixed
(4) The rules may provide that a fee payable to a person in respect of such proceedings is recoverable as a debt due to the person
(5) A fee may be prescribed by the rules or fixed or varied by the Court under the rules by reference to a scale of fees and percentages
(6) A fee may be so prescribed fixed or varied without reference to the amount of administrative or other costs incurred or likely to be incurred in relation to such proceedings
(7) A fee so prescribed fixed or varied is not invalid by reason only of the amount of the fee
第3分部 —— 公司事行作出补救等
Division 3—Remedies for Others’ Conduct in relation to Companies etc
728 第729条适范围
(1) 某公司言情况第729条适 ——
(a) 某事正事正拟事某行该行已构成正构成会构成 ——
(i) 违反条例行
(ii) 关违反条例错失
(iii) 第(4)款指明违反行
(b) 某拒绝没作出正拒绝没作出正拟拒绝作出条例规定该作出作事情
(2) 某公司言情况第729条适 ——
(a) 某条生效日期#前事正事正拟事 ——
(i) 构成会构成违反前身条例会构成违反条例行
(ii) 构成会构成关违反前身条例错失会构成关违反条例相错失行
(iii) 构成会构成第(4)款指明违反行行
(b) 该事正事正拟事述行事继续
(3) 某公司言情况第729条适 ——
(a) 某条生效日期#前拒绝没作出正拒绝没作出正拟拒绝作出前身条例规定该作出作事情
(b) 条例规定该作出该作事情
(c) 该拒绝没作出正拒绝没作出正拟拒绝作出述行事继续
(4) 施行第(1)(a)(iii)(2)(a)(iii)款指明违反行 ——
(a) 违反关关公司董事外身分该公司负受信责
(b) 违反关关公司董事身分该公司负受信责责
(c) 违反关公司章程细
(5) 条中提述关违反条例前身条例错失提述 ——
(a) 企图违反关条例
(b) 协助教唆怂促致违反关条例
(c) 企图威胁承诺方式诱违反关条例
(d) 直接间接方式知情情况牵涉入参违反关条例
(e) 串谋违反关条例
_____________________
编辑附注：
# 生效日期：2014年3月3日
728 Application of section 729
(1) Section 729 applies if in relation to a company—
(a) a person has engaged is engaging or is proposing to engage in conduct that constituted constitutes or would constitute—
(i) a contravention of this Ordinance
(ii) a default relating to a contravention of this Ordinance or
(iii) a breach specified in subsection (4) or
(b) a person has refused or failed is refusing or failing or is proposing to refuse or fail to do an act or thing that the person is required by this Ordinance to do
(2) Section 729 also applies if in relation to a company—
(a) a person had engaged was engaging or was proposing to engage before the commencement date# of this section in—
(i) conduct that constituted or would constitute a contravention of the predecessor Ordinance and that would also constitute a contravention of this Ordinance
(ii) conduct that constituted or would constitute a default relating to a contravention of the predecessor Ordinance and that would also constitute the same default relating to a contravention of this Ordinance or
(iii) conduct that constituted or would constitute a breach specified in subsection (4) and
(b) the engagement or proposal still subsists
(3) Section 729 also applies if in relation to a company—
(a) a person had refused or failed was refusing or failing or was proposing to refuse or fail before the commencement date# of this section to do an act or thing that the person was required by the predecessor Ordinance to do
(b) the person is also required by this Ordinance to do the act or thing and
(c) the refusal failure or proposal still subsists
(4) The breach specified for the purposes of subsection (1)(a)(iii) or (2)(a)(iii) is—
(a) a breach of the person’s fiduciary duties owed to the company in any capacity other than as a director of the company
(b) a breach of the person’s fiduciary or other duties as a director of the company owed to the company or
(c) a breach of the company’s articles
(5) In this section a reference to a default relating to a contravention of this Ordinance or the predecessor Ordinance is a reference to—
(a) an attempt to contravene the Ordinance
(b) aiding abetting counselling or procuring another person to contravene the Ordinance
(c) inducing or attempting to induce whether by threats promises or otherwise another person to contravene the Ordinance
(d) being in any way directly or indirectly knowingly concerned in or a party to a contravention of the Ordinance by another person or
(e) conspiring with others to contravene the Ordinance
_____________________
Editorial Note
# Commencement date 3 March 2014
729 原讼法庭命令作出补救
(1) 关公司成员债权提出申请该成员债权权益受正受会受关行关拒绝没作出关作事情影响原讼法庭应关申请作出命令 ——
(a) 原讼法庭认合适条款授予强制令 ——
(i) 第728(1)(a)(2)条言禁制该事该行规定该作出作事情
(ii) 第728(1)(b)(3)条言规定该作出作事情
(b) 命令该支付损害赔偿
(c) 宣布合约该命令指明范围属效致效
(2) 原讼法庭应财政司司长根第879(4)(5)条提出申请作出命令 ——
(a) 原讼法庭认合适条款授予强制令 ——
(i) 第728(1)(a)(2)条言禁制关事关行规定该作出作事情
(ii) 第728(1)(b)(3)条言规定关作出作事情
(b) 命令该支付损害赔偿
(c) 宣布合约该命令指明范围属效致效
(3) 原讼法庭根第(1)(a)(i)(2)(a)(i)款授予强制令禁制某事某行 ——
(a) 原讼法庭否觉该意图次事继续事该行
(b) 该前否事该行
(c) 该事该行会否造成重损害迫切危险
(4) 原讼法庭根第(1)(a)(2)(a)款授予强制令规定某作出某作事情 ——
(a) 原讼法庭否觉该意图次拒绝作出意图次作出该作事情意图继续拒绝作出意图继续作出该作事情
(b) 该前否拒绝作出没作出该作事情
(c) 该拒绝作出没作出该作事情会否造成重损害迫切危险
(5) 免生疑问均权藉着寻求第(1)(b)(2)(b)款指损害赔偿追讨纯粹反映关公司蒙受普通法该公司权追讨损失
729 Court may order remedies
(1) The Court may on application by a member or creditor of the company whose interests have been are or would be affected by the conduct or by the refusal or failure do any or all of the following—
(a) grant an injunction on the terms that the Court thinks fit—
(i) in the case of section 728(1)(a) or (2) restraining the person from engaging in the conduct or requiring the person to do any act or thing or
(ii) in the case of section 728(1)(b) or (3) requiring the person to do any act or thing
(b) order the person to pay damages to any other person
(c) declare any contract to be void or voidable to the extent specified in the order
(2) The Court may on application by the Financial Secretary under section 879(4) or (5) do any or all of the following—
(a) grant an injunction on the terms that the Court thinks fit—
(i) in the case of section 728(1)(a) or (2) restraining the person from engaging in the conduct or requiring the person to do any act or thing or
(ii) in the case of section 728(1)(b) or (3) requiring the person to do any act or thing
(b) order the person to pay damages to any other person
(c) declare any contract to be void or voidable to the extent specified in the order
(3) The Court may grant an injunction under subsection (1)(a)(i) or (2)(a)(i) restraining a person from engaging in a conduct—
(a) whether or not it appears to the Court that the person intends to engage again or to continue to engage in the conduct
(b) whether or not the person has previously engaged in the conduct and
(c) whether or not there is an imminent danger of substantial damage to any other person if the person engages in the conduct
(4) The Court may grant an injunction under subsection (1)(a) or (2)(a) requiring a person to do an act or thing—
(a) whether or not it appears to the Court that the person intends to refuse or fail again or to continue to refuse or fail to do the act or thing
(b) whether or not the person has previously refused or failed to do the act or thing and
(c) whether or not there is an imminent danger of substantial damage to any other person if the person refuses or fails to do the act or thing
(5) To avoid doubt a person is not entitled to recover by way of damages under subsection (1)(b) or (2)(b) any loss that solely reflects the loss suffered by the company that only the company is entitled to recover under the common law
730 补充第729条条文
(1) 原讼法庭第729(1)(2)条指申请裁定时认合适条款条件授予时强制令时损害赔偿时授予两者
(2) 原讼法庭解更改根第(1)款第729(1)(2)条授予强制令
730 Provisions supplementary to section 729
(1) The Court may grant an interim injunction or interim damages or both on the terms and conditions that it thinks fit pending the determination of an application under section 729(1) or (2)
(2) The Court may discharge or vary an injunction granted under subsection (1) or section 729(1) or (2)
第4分部 —— 公司作行提出衍生诉讼寻求补救等
Division 4—Derivative Action for Remedies for Misconduct against Companies etc
731 释义
分部中 ——
行 (misconduct)指欺诈疏忽违反责指遵条例法律规方面错失
法律程序 (proceedings)指法院司法辖权范围法律程序刑事法律程序外
731 Interpretation
In this Division—
misconduct (行) means fraud negligence breach of duty or default in compliance with any Ordinance or rule of law
proceedings (法律程序) means any proceedings (other than criminal proceedings) within the jurisdiction of any court
732 公司成员联系公司成员提起介入法律程序
(1) 某公司作出行该公司成员该公司联系公司成员获原讼法庭根第733 条批予许代表该公司该行法院提起法律程序
(2) 某公司作出行致该公司没事宜提起法律程序该公司成员该公司联系公司成员获原讼法庭根第733 条批予许代表该公司该事宜法院提起法律程序
(3) 某公司作出行致该公司没努力继续进行没努力中止法律程序没努力法律程序中抗辩该公司成员该公司联系公司成员获原讼法庭根第733条批予许介入法院进行该法律程序代表该公司继续进行中止该法律程序该法律程序中抗辩
(4) 根第(1)(2)款提起法律程序言诉讼属关公司该法律程序均须该公司名义提起关济助(话)须代表该公司寻求
(5) 根第(3)款介入法律程序言继续进行中止该法律程序该法律程序中抗辩权利属关公司关济助(话)须代表该公司寻求
(6) 抵触第736条规定分部影响公司成员公司联系公司成员普通法代表该公司提起法律程序权利影响该成员介入该公司属诉讼方法律程序权利
(7) 条阻止公司成员公司联系公司成员权利名义该公司提起法律程序介入该公司属诉讼方法律程序
732 Member of company or of associated company may bring or intervene in proceedings
(1) If misconduct is committed against a company a member of the company or of an associated company of the company may with the leave of the Court granted under section 733 bring proceedings in respect of the misconduct before the court on behalf of the company
(2) If because of misconduct committed against the company a company fails to bring proceedings in respect of any matter a member of the company or of an associated company of the company may with the leave of the Court granted under section 733 bring proceedings in respect of the matter before the court on behalf of the company
(3) If because of misconduct committed against the company a company fails to diligently continue discontinue or defend proceedings a member of the company or of an associated company of the company may with the leave of the Court granted under section 733 intervene in the proceedings before the court for the purpose of continuing discontinuing or defending those proceedings on behalf of the company
(4) The cause of action in relation to the proceedings under subsection (1) or (2) is vested in the company Any of those proceedings must be brought in the name of and the relief (if any) must be sought on behalf of the company
(5) The right to continue discontinue or defend any proceedings intervened in under subsection (3) is vested in and the relief (if any) must be sought on behalf of the company
(6) Subject to section 736 this Division does not affect any common law right of a member of a company or a member of an associated company of a company to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party
(7) This section does not prevent a member of a company or of an associated company of a company from bringing proceedings in respect of the company or intervening in any proceedings to which the company is a party on the member’s own behalf in respect of any personal right
733 原讼法庭批予提起介入法律程序许
(1) 原讼法庭应某公司成员某公司联系公司成员申请第732(1)(2)(3)条目批予许前提原讼法庭须信纳 ——
(a) 该申请表面该成员批予许似符合该公司利益
(b) ——
(i) 根第732(1)(2)条求批予提起法律程序许申请言须予认真处理问题须作审讯该公司身未提起关法律程序
(ii) 根第732(3)条求批予介入法律程序许申请言该公司没努力继续进行没努力中止关法律程序没努力关法律程序中抗辩
(c) (非原讼法庭已根第(5)款批予许)该成员已第(3)款送达书面通知予该公司该通知符合第(4)款规定
(2) 原讼法庭 ——
(a) 根第732(1)(2)条求批予提起法律程序许申请言信纳关成员已行普通法权利讼案事宜代表关公司提起法律程序
(b) 根第732(3)条求批予介入法律程序许申请言信纳关成员已行普通法权利介入关公司属诉讼方关法律程序
拒绝批予许
(3) 述书面通知须关成员关公司提出许申请前少14日 ——
(a) (属第2(1)条界定公司)该通知留邮递方式该通知寄注册办事处方式送达该公司
(b) (属非香港公司)第803条属妥该通知送达该公司方式送达该公司
(4) 述书面通知须述明 ——
(a) 关成员意图第732(1)(2)(3)条目关公司申请许
(b) 该成员该意图原
(5) 原讼法庭第(1)(c)款目批予许免送达述书面通知责
733 Leave of Court to bring or intervene in proceedings
(1) On application by a member of a company or of an associated company of a company the Court may grant leave for the purposes of section 732(1) (2) or (3) if it is satisfied that—
(a) on the face of the application it appears to be in the company’s interests that leave be granted to the member
(b) in the case of—
(i) an application for leave to bring proceedings under section 732(1) or (2) there is a serious question to be tried and the company has not itself brought the proceedings or
(ii) an application for leave to intervene in proceedings under section 732(3) the company has not diligently continued discontinued or defended the proceedings and
(c) except where leave is granted by the Court under subsection (5) the member has served a written notice on the company in accordance with subsection (3) and the notice complies with subsection (4)
(2) The Court may refuse to grant leave if it is satisfied that—
(a) in the case of an application for leave to bring proceedings under section 732(1) or (2) the member has in the exercise of any common law right brought proceedings on behalf of the company in respect of the same cause or matter or
(b) in the case of an application for leave to intervene in proceedings under section 732(3) the member has in the exercise of any common law right intervened in the proceedings in question to which the company is a party
(3) The written notice must be served on the company at least 14 days before the member applies for leave in respect of the company—
(a) in the case of a company as defined by section 2(1) by leaving the notice at or by sending the notice by post to its registered office or
(b) in the case of a nonHong Kong company in a manner that the notice is sufficiently served on the company by virtue of section 803
(4) The written notice must state—
(a) the member’s intention to apply for leave for the purposes of section 732(1) (2) or (3) in respect of the company and
(b) the reasons for that intention
(5) The Court may grant leave to dispense with the service of a written notice for the purposes of subsection (1)(c)
734 关行获批准追认禁止提出衍生诉讼
(1) 某公司成员批准追认行该批准追认 ——
(a) 阻止该公司成员该公司联系公司成员 ——
(i) 根第732(1)(2)条提起法律程序
(ii) 根第732(3)条介入法律程序
(iii) 第732(1)(2)(3)条目申请许
(b) 原讼法庭拒绝第732(1)(2)(3)条目批予许理
(c) 关成员提起介入法律程序中法院裁定告胜诉理
(2) 第(1)款规定法院顾第(3)款指明事宜决定项目作出种判决命令时考虑关批准追认 ——
(a) 根第732(1)(2)(3)条提起介入法律程序
(b) 第732(1)(2)(3)条目提出许申请
(3) 述事宜指 ——
(a) 顾关公司利益关成员批准追认关行时否正目行事
(b) 该等成员批准追认该行时该行关连程度
(c) 该等成员决定否批准追认该行时掌握少关该行资料
734 Approval or ratification of conduct does not bar derivative action
(1) If a company’s members approve or ratify any conduct the approval or ratification—
(a) does not prevent a member of the company or of an associated company of the company from—
(i) bringing proceedings under section 732(1) or (2)
(ii) intervening in proceedings under section 732(3) or
(iii) applying for leave for the purposes of section 732(1) (2) or (3)
(b) is not a ground for the Court to refuse to grant leave for the purposes of section 732(1) (2) or (3) and
(c) is not a ground for any court to determine the proceedings brought or intervened in by the member in favour of the defendant
(2) Despite subsection (1) the court may after having regard to the matters specified in subsection (3) take the approval or ratification into account in deciding what judgment or order to make in respect of—
(a) any proceedings brought or intervened in under section 732(1) (2) or (3) or
(b) an application for leave for the purposes of section 732(1) (2) or (3)
(3) The matters are—
(a) whether the members were acting for proper purposes having regard to the company’s interests when they approved or ratified the conduct
(b) to what extent those members were connected with the conduct when they approved or ratified the conduct and
(c) how wellinformed about the conduct those members were when they decided whether or not to approve or ratify the conduct
735 未原讼法庭许法律程序中止解
根第732(1)(2)(3)条提起介入法律程序该法律程序原讼法庭许方中止解
735 No discontinuance or settlement of proceedings without leave of Court
If proceedings are brought or intervened in under section 732(1) (2) or (3) the proceedings may only be discontinued or settled with the leave of the Court
736 原讼法庭撤销成员根普通法提起衍生法律程序等
(1) 情况条适 ——
(a) 原讼法庭第732(1)(2)条目某公司成员某公司联系公司成员批予许该成员行普通法权利讼案事宜代表该公司提起法律程序
(b) 原讼法庭第732(3)条目某公司成员某公司联系公司成员批予许该成员行普通法权利介入该公司属诉讼方关法律程序
(2) 原讼法庭 ——
(a) 命令修订根普通法提起法律程序根普通法作出介入行动中状书令状注明
(b) 命令剔该状书该注明该状书该注明容
(c) 命令搁置撤销根普通法提起法律程序根普通法作出介入行动登录判决
(3) 条增补非减损法律赋予原讼法庭权力
736 Court may dismiss derivative proceedings brought by member under common law etc
(1) This section applies if—
(a) after the Court grants leave to a member of a company or of an associated company of a company for the purposes of section 732(1) or (2) the member in the exercise of any common law right brings proceedings on behalf of the company in respect of the same cause or matter or
(b) after the Court grants leave to a member of a company or of an associated company of a company for the purposes of section 732(3) the member in the exercise of any common law right intervenes in the proceedings in question to which the company is a party
(2) The Court may—
(a) order to be amended any pleading or the indorsement of any writ in the proceedings brought under the common law or in the intervention under the common law
(b) order to be struck out such pleading or that indorsement or anything in such pleading or that indorsement and
(c) order the proceedings brought under the common law or the intervention under the common law to be stayed or dismissed or judgment to be entered accordingly
(3) This section is in addition to and does not derogate from any power of the Court given by the law
737 原讼法庭作出命令发出指示般权力
(1) 原讼法庭项目作出认合适命令发出认合适指示 ——
(a) 根第732(1)(2)(3)条提起介入法律程序
(b) 第732(1)(2)(3)条目提出许申请
(c) 拒绝批予述许
(d) 第736(2)条指命令
(2) 局限第(1)款原原讼法庭根该款(a)(b)段作出事情 ——
(a) 关法律程序申请裁定时作出时命令
(b) 发出关关法律程序申请进行指示
(c) 作出命令指示关公司该公司高级员 ——
(i) 提供提供原讼法庭认关法律程序申请言属合适资料协助
(ii) 作出作出作
(d) 作出命令委独立士事项进行调查原讼法庭提交报告 ——
(i) 关公司财务状况
(ii) 引致关法律程序申请事实情况
(iii) 关法律程序申请方招致讼费提起介入该法律程序提出该申请成员招致讼费
(3) 原讼法庭根第(2)(d)款委独立士 ——
(a) 命令士负支付调查引致开支法律责 ——
(i) 关公司
(ii) 关法律程序申请方
(iii) 提起介入关法律程序提出关申请成员
(b) 复核更改撤销根(a)段作出命令
(c) 作出原讼法庭认该款言属合适命令
(4) 命令根第(3)款作出更改根该命令某名某士负支付开支法律责原讼法庭决定该名名该等士法律责性质范围
737 Court’s general powers to order and direct
(1) The Court may make any order and give any direction that it thinks fit in respect of—
(a) any proceedings brought or intervened in under section 732(1) (2) or (3)
(b) an application for leave for the purposes of section 732(1) (2) or (3)
(c) a refusal to grant such leave or
(d) an order under section 736(2)
(2) Without limiting subsection (1) the Court may do any or all of the following under paragraph (a) or (b) of that subsection—
(a) make an interim order pending the determination of the proceedings or application
(b) give directions concerning the conduct of the proceedings or application
(c) make an order directing the company or an officer of the company—
(i) to provide or not to provide any information or assistance that the Court thinks fit for the purpose of the proceedings or application or
(ii) to do or not to do any other act
(d) make an order appointing an independent person to investigate and report to the Court on—
(i) the company’s financial position
(ii) the facts or circumstances that gave rise to the proceedings or application or
(iii) the costs incurred by the parties to the proceedings or application and by the member who brought or intervened in the proceedings or who made the application
(3) If the Court appoints an independent person under subsection (2)(d) it may—
(a) order any or all of the following persons to be liable for any expenses arising out of the investigation—
(i) the company
(ii) the parties to the proceedings or application
(iii) the member who brought or intervened in the proceedings or who made the application
(b) review vary or revoke an order made under paragraph (a) and
(c) make any other order that it thinks fit for the purposes of that subsection
(4) The Court may in relation to one or more persons who are liable for any expenses under an order made or varied under subsection (3) determine the nature and extent of the liability of the person or each of the persons
738 原讼法庭作出关讼费命令
(1) 原讼法庭讼费作出认合适命令 ——
(a) 会 ——
(i) 根第732(1)(2)(3)条提起介入会根第732(1)(2)(3)条提起介入法律程序招致讼费
(ii) 第732(1)(2)(3)条目提出许申请招致讼费
(b) 关成员关公司关法律程序申请方招致会招致讼费
(2) 述命令规定关公司须资产拨款弥偿关成员提起介入关法律程序提出关申请招致会招致讼费
(3) 原讼法庭须信纳关成员提起介入关法律程序提出关申请真诚行事合理理方根条讼费(包括关弥偿规定)作出利该成员命令
738 Court may order costs
(1) The Court may make any order that it thinks fit about the costs—
(a) incurred or to be incurred in relation to—
(i) any proceedings brought or intervened in or to be brought or intervened in under section 732(1) (2) or (3) or
(ii) an application for leave for the purposes of section 732(1) (2) or (3) and
(b) incurred or to be incurred by the member the company or any other parties to the proceedings or application
(2) An order may require the company to indemnify out of its assets the member against the costs incurred or to be incurred by that member in bringing or intervening in the proceedings or in making the application
(3) The Court may only make an order about costs (including the requirement as to indemnification) under this section in favour of the member if it is satisfied that the member was acting in good faith in and had reasonable grounds for bringing or intervening in the proceedings or making the application
第5分部 —— 成员查阅公司纪录
Division 5—Members’ Inspection of Company’s Records
739 释义
分部中 ——
文件 (document)具第838(1)条予该词涵义
纪录 (record)具第838(1)条予该词涵义
739 Interpretation
In this Division—
document (文件) has the meaning given by section 838(1)
record (纪录) has the meaning given by section 838(1)
740 原讼法庭命令查阅纪录文件
(1) 原讼法庭应某公司达需数目成员申请作出命令 ——
(a) 授权申请(名申请)中名申请查阅该公司纪录文件
(b) 授权非申请(名申请)非中名申请代表该申请该等申请查阅该公司纪录文件
(2) 原讼法庭信纳 ——
(a) 关申请真诚提出
(b) 查阅关纪录文件正目进行
作出述命令授权某查阅该纪录文件
(3) 原讼法庭作出述命令授权某查阅关纪录文件该复制该纪录文件原讼法庭命令外
(4) 原讼法庭作出述命令授权某查阅关纪录文件作出认合适命令包括 ——
(a) 规定关公司高级员该出示纪录文件命令
(b) 指明该查阅纪录文件命令
(c) 规定申请支付关公司该项查阅合理招致开支命令
(d) 准许该(该非申请)申请命令指明披露该项查阅取资料命令
(5) 遵根第(1)(4)款作出命令会仅遵该命令负民事法律责
(6) 条中提述某公司达需数目成员提述 ——
(a) 关申请日期日代表全体权该公司成员会表决成员表决权少25数目成员
(b) 少5名该公司成员
740 Court may order inspection of records or documents
(1) On application by a required number of a company’s members the Court may make an order—
(a) authorizing a person who is the applicant or one of the applicants to inspect any record or document of the company or
(b) authorizing a person who is not the applicant or one of the applicants to inspect any record or document of the company on behalf of the applicant or applicants
(2) The Court may make an order authorizing a person to inspect a record or document if it is satisfied that—
(a) the application is made in good faith and
(b) the inspection is for a proper purpose
(3) If the Court makes an order authorizing a person to inspect a record or document the person may unless the Court otherwise orders make copies of the record or document
(4) If the Court makes an order authorizing a person to inspect a record or document it may make any other order that it thinks fit including—
(a) an order requiring the company or an officer of the company to produce any record or document to the person
(b) an order specifying the record or document that may be inspected by the person
(c) an order requiring the applicant to pay the expenses reasonably incurred by the company in the inspection and
(d) an order permitting the person or if the person is not the applicant the applicant to disclose any information obtained as a result of the inspection to any other person specified in the order
(5) A person who complies with an order made under subsection (1) or (4) does not incur any civil liability by reason only of the compliance
(6) In this section a reference to a required number of a company’s members is a reference to—
(a) the number of members that represents at least 25 of the voting rights of all the members having a right to vote at the company’s general meetings at the date of application or
(b) at least 5 members of the company
741 保密
(1) 原讼法庭应某公司某名某成员申请根第740(1)条作出命令授权某查阅纪录文件该属申请披露该项查阅取资料
(2) 获授权属资料披露象申请未关公司事先书面意非申请披露关查阅取资料
(3) 第(2)款规定情况获授权属资料披露象申请披露述资料 ——
(a) 关披露提起刑事法律程序须作出情况刑事法律程序目须作出
(b) 关披露根第740(1)(4)条作出命令获准许
(c) 关披露法律根法律作出规定获准许
(4) 原讼法庭根第740(1)条作出命令授权某目查阅纪录文件该属资料披露象申请该项查阅取资料该项查阅申请目外目原讼法庭命令外
(5) 违反第(2)(4)款属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
741 Preservation of secrecy
(1) If on application by one or more members of a company the Court makes an order under section 740(1) authorizing a person to inspect a record or document the person may disclose any information obtained as a result of the inspection to a person who is an applicant
(2) The authorized person or the applicant to whom the information was disclosed must not without the company’s prior consent in writing disclose any information obtained as a result of the inspection to a person who is not an applicant
(3) Despite subsection (2) the authorized person or the applicant to whom the information was disclosed may disclose such information to another person if the disclosure is—
(a) required with a view to the institution of or otherwise for the purpose of any criminal proceedings
(b) permitted in accordance with an order made under section 740(1) or (4) or
(c) permitted in accordance with law or a requirement made under law
(4) If the Court makes an order under section 740(1) authorizing a person to inspect a record or document the person or the applicant to whom the information was disclosed must not unless the Court otherwise orders use any information obtained as a result of the inspection for any purpose other than the purpose for which the inspection is applied for
(5) A person who contravenes subsection (2) or (4) commits an offence and is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
742 法律专业保密权
第740条根该条作出命令授权查阅包含享法律专业保密权资料纪录文件
742 Legal professional privilege
Section 740 or an order made under it does not authorize a person to inspect any record or document containing information that is subject to legal professional privilege
743 保障资料
免生疑问第740741条根第740条作出命令授权违反资料(私隐)条例(第486章)情况收集保留资料
___________
743 Protection of personal data
To avoid doubt sections 740 and 741 or an order made under section 740 do not authorize the collection retention or use of personal data in contravention of the Personal Data (Privacy) Ordinance (Cap 486)
___________
第15部
Part 15
名撤销注册解散
(格式变更——2013年第1号编辑修订纪录)
Dissolution by Striking off or Deregistration
(Format changes—ER 1 of 2013)
第1分部 —— 名
Division 1—Striking off
第1次分部 —— 处长剔营运营业务公司名称权力
Subdivision 1—Registrar’s Power to Strike off Name of Company not in Operation or Carrying on Business
744 处长公司送交查询信件
(1) 处长合理相信某公司非正营运营业务处长藉邮递方式该公司送交封信件查询该公司否正营运营业务
(2) 述信件 ——
(a) 须寄关公司注册办事处注明该公司收件
(b) 处长没收关该公司注册办事处通知情况须寄该公司高级员注明该员转交该公司
(c) 该公司没高级员姓名名称址处长知情况须寄姓名名称址处长知名创办成员注明该等创办成员收件
(3) 处长认关公司注册办事处址法确定认该公司相会收第(1)款指信件处长宪报刊登公告代根该款送交信件该公告须述明非反提出否该公告日期3月终结时该公司名称会公司登记册剔该公司会解散
744 Registrar may send inquiry letter to company
(1) If the Registrar has reasonable cause to believe that a company is not in operation or carrying on business the Registrar may send to the company by post a letter inquiring whether the company is in operation or carrying on business
(2) A letter must be addressed—
(a) to the company at its registered office
(b) if notice of the company’s registered office has not been given to the Registrar to the care of an officer of the company or
(c) if there is no officer of the company whose name and address are known to the Registrar to each founder member whose name and address are known to the Registrar
(3) If the Registrar is of the opinion that the address of the company’s registered office cannot be ascertained or that a letter under subsection (1) is unlikely to be received by the company the Registrar may instead of sending a letter under that subsection publish in the Gazette a notice that unless cause is shown to the contrary the company’s name will be struck off the Companies Register and the company dissolved at the end of 3 months after the date of the notice
745 处长须某情况作出进
(1) 根第744(1)条送交信件月 ——
(a) 处长没收该信件作出回复
(b) 处长收该信件作出回复表明关公司非正营运非正营业务
条适
(2) 处长须述月终结30日 ——
(a) (第(4)款规定外)挂号邮递方式关公司送交封信件该封信件须 ——
(i) 提述根第744(1)条送交信件(首封信件)
(ii) 述明 ——
(A) 处长没收首封信件回复
(B) 处长已收首封信件作出回复表明该公司非正营运非正营业务
(b) 宪报刊登公告述明非反提出否该公告日期3月终结时该公司名称会公司登记册剔该公司会解散
(3) 述信件 ——
(a) 须寄关公司注册办事处注明该公司收件
(b) 处长没收关该公司注册办事处通知情况须寄该公司高级员注明该员转交该公司
(c) 该公司没高级员姓名名称址处长知情况须寄姓名名称址处长知名创办成员注明该等创办成员收件
(4) 处长认关公司注册办事处址法确定认该公司相会收根第(2)(a)款送交信件处长需根该款该公司送交信件
745 Registrar must follow up under certain circumstances
(1) This section applies if within one month after sending a letter under section 744(1)—
(a) the Registrar does not receive a reply to the letter or
(b) the Registrar receives a reply to the letter to the effect that the company is not in operation or carrying on business
(2) The Registrar must within 30 days after the end of that one month—
(a) subject to subsection (4) send to the company by registered post another letter—
(i) referring to the letter sent under section 744(1) and
(ii) stating that—
(A) no reply to it has been received or
(B) the Registrar has received a reply to it to the effect that the company is not in operation or carrying on business and
(b) publish in the Gazette a notice that unless cause is shown to the contrary the company’s name will be struck off the Companies Register and the company dissolved at the end of 3 months after the date of the notice
(3) A letter must be addressed—
(a) to the company at its registered office
(b) if notice of the company’s registered office has not been given to the Registrar to the care of an officer of the company or
(c) if there is no officer of the company whose name and address are known to the Registrar to each founder member whose name and address are known to the Registrar
(4) The Registrar is not required to send a letter to the company under subsection (2)(a) if the Registrar is of the opinion that the address of the company’s registered office cannot be ascertained or that the letter is unlikely to be received by the company
746 处长剔公司名称
(1) 根第744(3)745(2)(b)条刊登公告非反提出否处长该公告日期3月终结时公司登记册剔关公司名称
(2) 处长须宪报刊登公告示明关公司名称已公司登记册剔
(3) 第(2)款指公告刊登时关公司告解散
746 Registrar may strike off company’s name
(1) After publishing a notice under section 744(3) or 745(2)(b) the Registrar may unless cause is shown to the contrary strike the company’s name off the Companies Register at the end of 3 months after the date of the notice
(2) The Registrar must publish in the Gazette a notice indicating that the company’s name has been struck off the Companies Register
(3) On publication of the notice under subsection (2) the company is dissolved
第2次分部 —— 情况名
Subdivision 2—Striking off under Other Circumstances
747 处长公司清盘时行事责
(1) 情况第(2)款适 ——
(a) 公司正进行清盘
(b) 处长合理相信 ——
(i) 清盘时清盘正行事
(ii) 该公司事务已完全处理完毕
(c) 须清盘时清盘作出申报表已段连续6月期间没作出
(2) 第(5)款规定外处长须宪报刊登公告关公司清盘时清盘(话)送交份通知该公告通知须述明非反提出否该公告日期3月终结时该公司名称会公司登记册剔该公司会解散
(3) 送交公司通知 ——
(a) 须寄该公司注册办事处注明该公司收件
(b) 处长没收关该公司注册办事处通知情况须寄该公司高级员注明该员转交该公司
(c) 该公司没高级员姓名名称址处长知情况须寄姓名名称址处长知名创办成员注明该等创办成员收件
(4) 送交清盘时清盘通知须送交该清盘时清盘知址注明该清盘时清盘收件
(5) 处长认情况需根第(2)款关公司清盘时清盘送交通知 ——
(a) 该公司注册办事处址该清盘时清盘姓名名称址(视属情况定)法确定
(b) 该公司清盘时清盘(视属情况定)相会收该通知
(6) 根第(2)款刊登公告非反提出否处长该公告日期3月终结时公司登记册剔关公司名称
(7) 处长须宪报刊登公告示明关公司名称已公司登记册剔
(8) 第(7)款指公告刊登时关公司告解散
747 Registrar’s duty to act in case of company being wound up
(1) Subsection (2) applies if—
(a) a company is being wound up
(b) the Registrar has reasonable cause to believe that—
(i) no liquidator or provisional liquidator is acting or
(ii) the company’s affairs are fully wound up and
(c) the returns required to be made by the liquidator or provisional liquidator have not been made for 6 consecutive months
(2) Subject to subsection (5) the Registrar must publish in the Gazette and send to the company or the liquidator or provisional liquidator (if any) a notice that unless cause is shown to the contrary the company’s name will be struck off the Companies Register and the company dissolved at the end of 3 months after the date of the notice
(3) A notice to be sent to a company must be addressed—
(a) to the company at its registered office
(b) if notice of the company’s registered office has not been given to the Registrar to the care of an officer of the company or
(c) if there is no officer of the company whose name and address are known to the Registrar to each founder member whose name and address are known to the Registrar
(4) A notice to be sent to a liquidator or provisional liquidator must be addressed to the liquidator or provisional liquidator at the addressee’s last known address
(5) The Registrar is not required to send a notice to the company or the liquidator or provisional liquidator under subsection (2) if the Registrar is of the opinion that—
(a) the address of the company’s registered office or the name and address of the liquidator or provisional liquidator (as the case may be) cannot be ascertained or
(b) the notice is unlikely to be received by the company or the liquidator or provisional liquidator (as the case may be)
(6) After publishing a notice under subsection (2) the Registrar may unless cause is shown to the contrary strike the company’s name off the Companies Register at the end of 3 months after the date of the notice
(7) The Registrar must publish in the Gazette a notice indicating that the company’s name has been struck off the Companies Register
(8) On publication of the notice under subsection (7) the company is dissolved
748 原讼法庭剔适宜清盘公司名称
(1) 原讼法庭应处长申请觉某公司应解散顾该公司资产基理觉该公司清盘适原讼法庭命令公司登记册剔该公司名称解散该公司
(2) 述命令作出该命令日期关公司告解散
748 Court may strike off name of company not appropriate to be wound up
(1) If on application by the Registrar it appears to the Court that a company should be dissolved but having regard to the company’s assets or for other reasons it would not be appropriate to wind up the company the Court may order that the company’s name be struck off the Companies Register and the company dissolved
(2) If an order is made the company is dissolved on the date of the order
第2分部 —— 撤销注册
Division 2—Deregistration
749 释义
(1) 分部中 ——
公司 (company)包括 ——
(a) 公众公司
(b) 第(2)款指明公司
(2) 述公司 ——
(a) 银行业条例(第155章)第2(1)条界定认机构
(b) 保险业条例(第41章)第2(1)(2)条界定保险 (2015年第12号第167条修订)
(c) 根证券期货条例(第571章)第V部获发牌营该条例附表1第1部第1条界定受规活动业务法团
(d) (c)段述法团属证券期货条例(第571章)第VI部指者联系实体
(e) 强制性公积金计划条例(第485章)第2(1)条界定核准受讬
(f) 根受讬条例(第29章)第VIII部注册信讬公司公司
(g) 属(a)(b)(c)(d)(e) (f) 段指者附属公司公司
(h) 紧接提出第750条指申请前5年时间属(a)(b)(c)(d)(e)(f)(g)段指者公司
(3) 财政司司长藉宪报刊登公告修订第(2)款
749 Interpretation
(1) In this Division—
company (公司) excludes—
(a) a public company and
(b) a company specified in subsection (2)
(2) The company is—
(a) an authorized institution as defined by section 2(1) of the Banking Ordinance (Cap 155)
(b) an insurer as defined by section 2(1) and (2) of the Insurance Ordinance (Cap 41) (Amended 12 of 2015 s 167)
(c) a corporation licensed under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a business in any regulated activity as defined by section 1 of Part 1 of Schedule 1 to that Ordinance
(d) an associated entity within the meaning of Part VI of the Securities and Futures Ordinance (Cap 571) of a corporation mentioned in paragraph (c)
(e) an approved trustee as defined by section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap 485)
(f) a company registered as a trust company under Part VIII of the Trustee Ordinance (Cap 29)
(g) a company having a subsidiary that falls within paragraph (a) (b) (c) (d) (e) or (f) or
(h) a company that fell within paragraph (a) (b) (c) (d) (e) (f) or (g) at any time during the 5 years immediately before the application under section 750 is made
(3) The Financial Secretary may by notice published in the Gazette amend subsection (2)
750 申请撤销注册
(1) 公司董事成员均处长申请撤销该公司注册
(2) 非提出申请时 ——
(a) 成员均意撤销注册
(b) 述公司未开始营运营业务紧接提出申请前3月没营运营业务
(c) 该公司没尚未清偿债务
(d) 该公司法律程序方
(e) 该公司资产包含位香港动产
(f) (该公司控权公司)该公司附属公司资产均包含位香港动产
否提出申请
(3) 述申请须 ——
(a) 符合指明格式
(b) 附订明费
(c) 附税务局局长发出书面通知述明税务局局长反撤销关公司注册
(4) 申请公司须申请中提名名然负责接收撤销注册通知书
(5) 处长申请申请求进步资料申请须处长提供该资料
(6) 申请关连情况明知罔顾实情处长提供项属虚假具误导性资料属犯罪 ——
(a) 循公诉程序定罪处罚款300000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
附注——
请参阅第873条该条赋权处长会构成第(6)款订罪行作否已作出进行查讯目求交出纪录文件求该等纪录文件提供资料解释
750 Application for deregistration
(1) A company or a director or member of a company may apply to the Registrar for deregistration of the company
(2) An application must not be made unless at the time of the application—
(a) all the members agree to the deregistration
(b) the company has not commenced operation or business or has not been in operation or carried on business during the 3 months immediately before the application
(c) the company has no outstanding liabilities
(d) the company is not a party to any legal proceedings
(e) the company’s assets do not consist of any immovable property situate in Hong Kong and
(f) if the company is a holding company none of its subsidiary’s assets consist of any immovable property situate in Hong Kong
(3) An application—
(a) must be in the specified form
(b) must be accompanied by the prescribed fee and
(c) must be accompanied by a written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the company being deregistered
(4) If the applicant is a company it must nominate in the application a natural person to be given notice of the deregistration
(5) The applicant must give the Registrar any further information that the Registrar may request in connection with an application
(6) A person who in connection with an application knowingly or recklessly gives any information to the Registrar that is false or misleading in a material particular commits an offence and is liable—
(a) on conviction on indictment to a fine of 300000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
Note—
Please also see section 873 which empowers the Registrar to require the production of records or documents and the provision of information or explanation in respect of the records or documents for the purpose of enquiring into whether any act that would constitute an offence under subsection (6) has been done
751 处长撤销公司注册
(1) 处长收第750条指申请非知悉该条第(2)(3)(4)(5)款获符合否处长须宪报刊登关建议撤销关公司注册公告
(2) 述公告须述明非该公告刊登日期3月收撤销注册反否处长撤销关公司注册
(3) 述3月终结时处长未收撤销注册反处长宪报刊登公告宣布关公司注册该公告刊登日期撤销藉撤销该公司注册
(4) 宪报刊登第(3)款指公告日期关公司注册告撤销
(5) 处长撤销某公司注册时须关申请关申请中获提名负责接收撤销注册通知书发出撤销注册通知书
(6) 注册撤销时关公司告解散
751 Registrar may deregister company
(1) On receiving an application under section 750 the Registrar must publish in the Gazette a notice of the proposed deregistration unless the Registrar is aware of a failure to comply with subsection (2) (3) (4) or (5) of that section
(2) The notice must state that unless an objection to the deregistration is received within 3 months after the date of publication of the notice the Registrar may deregister the company
(3) If at the end of those 3 months the Registrar has not received any objection to the deregistration the Registrar may deregister the company by publishing in the Gazette another notice declaring it to be deregistered on the date of publication of that other notice
(4) A company is deregistered on the date of publication of the notice under subsection (3)
(5) On the deregistration of a company the Registrar must give notice of the deregistration to the applicant or to the person nominated in the application to be given the notice
(6) A company is dissolved on deregistration
第3分部 —— 已解散公司财产杂项事宜
Division 3—Property of Dissolved Company and Other Miscellaneous Matters
752 已解散公司财产属政府
(1) 某公司根部公司(清盘杂项条文)条例(第32章)第226A227239248条解散紧接解散前属该公司信讬形式该公司持财产权利属财物属政府
(2) 第(1)款效力须受述公司根条文恢复列入公司登记册事规限 ——
(a) 第4分部
(b) 公司(清盘杂项条文)条例(第32章)第290条
(3) 财产权利根第(1)款属政府该财产权利然受法律施加该财产权利法律责规限享假情况作属政府财产权利享豁免
(4) 第(3)款规定政府需关财产权利正履行述法律责范围利该财产权利履行该法律责
(5) 条中 ——
(a) 提述属某公司信讬形式某公司持财产权利包括批租土财产包括该公司信讬形式持财产权利
(b) 提述法律施加某财产权利法律责包括符合说明法律责 ——
(i) 属该财产权利押记申索权
(ii) 根课征差饷税项费条例产生
752 Dissolved company’s property vested in Government
(1) If a company is dissolved under this Part or section 226A 227 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) every property and right vested in or held on trust for the company immediately before the dissolution is vested in the Government as bona vacantia
(2) Subsection (1) has effect subject to the possible restoration of the company to the Companies Register under—
(a) Division 4 or
(b) section 290 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(3) If any property or right is vested in the Government under subsection (1) the property or right remains subject to the liabilities imposed on the property or right by law and does not have the benefit of any exemption that it might otherwise have as a property or right vested in the Government
(4) Despite subsection (3) the Government is only required to satisfy those liabilities out of the property or right to the extent that it is properly available to satisfy those liabilities
(5) In this section—
(a) a reference to a property or right vested in or held on trust for a company includes a leasehold property but excludes a property or right held by the company on trust for any other person and
(b) a reference to a liability imposed on a property or right by law includes a liability that—
(i) is a charge or claim on the property or right and
(ii) arises under an Ordinance that imposes rates taxes or other charges
753 卸弃已解散公司财产
(1) 财产权利(位香港动产外)根第752(1)条属政府处长动应拥该财产权利权益书面申请藉卸弃公告卸弃政府该财产权利权
(2) 处长动卸弃政府财产权利权处长须首次知悉该财产权利根第752(1)条属政府事日期3年行事
(3) 处长应申请卸弃政府财产权利权处长须收该申请3月行事
(4) 卸弃公告根第(2)(3)款须卸弃政府关财产权利权限期终结签署该公告属效
(5) 卸弃公告载项陈述述明 ——
(a) 处长该项陈述指明日期首次知悉关财产权利根第752(1)条属政府事
(b) 该项陈述指明日期前处长没收关财产权利提出求卸弃申请
非相反证明成立否该项陈述述事宜充分证
(6) 处长 ——
(a) 须登记卸弃公告
(b) 须宪报刊登该公告文
(c) 须该公告文送交第(1)款目提出申请
(7) 根条作出卸弃权利政府代表明示方式放弃藉取权表明放弃该权利意图作放弃
753 Disclaimer of dissolved company’s property
(1) If any property or right other than immovable property situate in Hong Kong is vested in the Government under section 752(1) the Registrar may on his or her own initiative or on written application by a person interested in the property or right disclaim the Government’s title to the property or right by a notice of disclaimer
(2) If the Registrar disclaims the Government’s title to any property or right on his or her own initiative the Registrar must do so within 3 years after the date on which the fact that the property or right is vested in the Government under section 752(1) first came to the Registrar’s notice
(3) If the Registrar disclaims the Government’s title to any property or right on application by a person the Registrar must do so within 3 months after the Registrar’s receipt of the application
(4) A notice of disclaimer is of no effect if it is signed after the end of the period within which the Government’s title to the property or right must be disclaimed under subsection (2) or (3)
(5) If a notice of disclaimer contains a statement that—
(a) the fact that the property or right is vested in the Government under section 752(1) first came to the Registrar’s notice on a date specified in the statement or
(b) no application for a disclaimer with respect to the property or right was received by the Registrar before a date specified in the statement
the statement is sufficient evidence of the matter stated in it unless the contrary is proved
(6) The Registrar—
(a) must register a notice of disclaimer
(b) must publish in the Gazette a copy of the notice and
(c) must send a copy of the notice to the person who made the application for the purposes of subsection (1)
(7) The right to disclaim under this section may be waived by or on behalf of the Government either expressly or by taking possession or other act showing an intention to waive the right
754 卸弃效力
(1) 处长根第753条卸弃政府财产权利权该财产权利须视没根第752(1)条属政府
(2) 卸弃行动 ——
(a) 关公司遭卸弃财产权利中享权利权益负法律责该财产权利享权利权益负法律责卸弃日期起予终结
(b) 影响权利法律责解关公司法律责属必者属例外
754 Effect of disclaimer
(1) If the Registrar disclaims the Government’s title to any property or right under section 753 the property or right is to be regarded as not having been vested in the Government under section 752(1)
(2) A disclaimer—
(a) terminates with effect from the date of the disclaimer the company’s rights interests and liabilities in or in respect of the property or right disclaimed and
(b) except so far as is necessary for the purpose of releasing the company from any liability does not affect any other person’s rights or liabilities
755 原讼法庭作出属命令
(1) ——
(a) 声称根第753条遭卸弃财产权利拥权益原讼法庭提出申请
(b) 该财产权利负某项没该卸弃解法律责原讼法庭提出申请
原讼法庭应关申请命令该财产权利属交付权享该财产权利受讬负(b)段述法律责受讬
(2) 原讼法庭认合适条款作出命令
(3) 饬令财产权利属交付第(1)(b)款述负法律责(该受讬)命令情况作出：原讼法庭觉关卸弃补偿该目作出该命令公正
(4) 饬令某财产权利属交付某命令旦作出该财产权利属该需转易转移转
755 Court may make vesting order
(1) On application by a person who—
(a) claims an interest in any property or right disclaimed under section 753 or
(b) is subject to a liability in respect of such property or right that is not discharged by the disclaimer
the Court may make an order for the vesting of the property or right in or its delivery to a person entitled to it or a person subject to the liability mentioned in paragraph (b) or a trustee for a person so entitled or subject
(2) An order may be made on the terms that the Court thinks fit
(3) An order for the vesting of a property or right in or its delivery to a person subject to a liability mentioned in subsection (1)(b) or a trustee for the person may only be made if it appears to the Court that it would be just to do so for the purpose of compensating the person in respect of the disclaimer
(4) On the making of an order for the vesting of a property or right in or its delivery to a person the property or right is vested in the person without conveyance assignment or transfer
756 已解散公司董事等法律责持续
公司根部解散公司名董事理成员法律责(话)然持续强制执行犹公司解散样
756 Liabilities of directors etc of dissolved company continue
Even though a company is dissolved under this Part the liability (if any) of every director manager and member of the company continues and may be enforced as if the company had not been dissolved
757 处长作已解散公司代表清盘代表行事
(1) 情况条适 ——
(a) 公司根条文解散 ——
(i) 部
(ii) 公司(清盘杂项条文)条例(第32章)第226A227239248条
(iii) 前身条例第291291A291AA条
(b) 证明提出致处长信纳 ——
(i) 假该公司然存会法律衡法责进行完成执行某项买卖交易事情
(ii) 进行完成执行该项买卖交易事情某项纯粹属行政性质涉行酌情权作应已该公司代表作出(假该公司然存)应该公司代表作出
(2) 处长作关公司代表清盘时清盘代表作出安排作出述作
(3) 处长签立签署关文书文件附加项备忘录述明处长作关公司代表清盘时清盘代表签立签署该文书文件
(4) 处长根第(3)款签立签署文书文件具效力犹该文书文件关公司(假然存)签立样
757 Registrar may act as dissolved company’s or liquidator’s representative
(1) This section applies if—
(a) a company has been dissolved under—
(i) this Part
(ii) section 226A 227 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or
(iii) section 291 291A or 291AA of the predecessor Ordinance and
(b) it is proved to the Registrar’s satisfaction that—
(i) the company if still existing would be legally or equitably bound to carry out complete or give effect to a dealing transaction or matter and
(ii) in order to carry out complete or give effect to the dealing transaction or matter a purely administrative act that is not discretionary should have been done by or on behalf of the company or should be done by or on behalf of the company if still existing
(2) The Registrar may do the act or cause the act to be done as the company’s or the liquidator’s or provisional liquidator’s representative
(3) The Registrar may execute or sign any relevant instrument or document adding a memorandum stating that the Registrar has done so as the company’s or the liquidator’s or provisional liquidator’s representative
(4) An instrument or document executed or signed by the Registrar under subsection (3) has the same effect as if the company if still existing had executed the instrument or document
758 前董事须备存已解散公司簿册文6年
(1) 公司根部公司(清盘杂项条文)条例(第32章)第226A227239248条解散名紧接解散前该公司董事均须确保该公司簿册文解散日期备存少6年
(2) 第(1)款适情况根条例条例须备存簿册文
(3) 违反第(1)款属犯罪处第3级罚款
(4) 某控犯第(3)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)款获遵守责
(b) 够执行该责
属免责辩护
758 Former director must keep dissolved company’s books and papers for 6 years
(1) If a company is dissolved under this Part or section 226A 227 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) every person who was a director of the company immediately before the dissolution must ensure that the company’s books and papers are kept for at least 6 years after the date of the dissolution
(2) Subsection (1) does not apply to the books and papers that are otherwise required to be kept by another person under this Ordinance or any other Ordinance
(3) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 3
(4) If a person is charged with an offence under subsection (3) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) was complied with and
(b) was in a position to discharge that duty
759 原讼法庭已解散公司清盘权力
原讼法庭根公司(清盘杂项条文)条例(第32章)公司清盘权力受事情影响 ——
(a) 该公司名称已根第746747条公司登记册剔该公司已根该条解散
(b) 该公司已根第751条撤销注册解散
759 Court’s power to wind up dissolved companies
The Court’s powers under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) to wind up a company are not affected by the fact that—
(a) the company’s name has been struck off the Companies Register under section 746 or 747 and the company is dissolved under that section or
(b) the company has been deregistered and is dissolved under section 751
第4分部 —— 恢复列入公司登记册
Division 4—Restoration to Companies Register
第1次分部 —— 处长行政方式恢复注册
Subdivision 1—Administrative Restoration by Registrar
760 处长申请公司恢复注册
(1) 公司情况条适该公司 ——
(a) 该公司名称 ——
(i) 根第746747条公司登记册剔
(ii) 根前身条例第291条登记册剔
(b) 该公司已根该条解散
(2) 关公司董事成员处长申请求该公司恢复列入公司登记册
(3) 述申请须解散日期20年提出言处长收该申请时该申请提出时
(4) 述申请须附项陈述述明 ——
(a) 申请关公司董事成员
(b) 第761(2)条指明条件已获符合
(5) 处长接受述陈述第(4)(a)(b)款述事宜充分证
760 Application to Registrar for restoration of company
(1) This section applies to—
(a) a company whose name—
(i) has been struck off the Companies Register under section 746 or 747 or
(ii) has been struck off the register under section 291 of the predecessor Ordinance and
(b) the company is dissolved under that section
(2) A person who was a director or member of the company may apply to the Registrar for the restoration of the company to the Companies Register
(3) An application must be made within 20 years after the date of the dissolution For this purpose an application is made when it is received by the Registrar
(4) An application must be accompanied by a statement—
(a) that the applicant was a director or member of the company and
(b) that the conditions specified in section 761(2) are met
(5) The Registrar may accept the statement as sufficient evidence of the matters mentioned in subsection (4)(a) and (b)
761 批准申请条件
(1) 非第(2)款指明条件处长认合适条件均获符合否处长批准根第760条提出申请
(2) 述条件 ——
(a) 关公司名称公司登记册剔时该公司正营运营业务
(b) (位香港先前属该公司信讬形式该公司持动产已根第752(1)条属政府)政府反该公司恢复注册 (2018年第35号第72条修订)
(c) 申请已处长交付关该公司文件该等文件处长备存纪录反映新情况需 (2018年第35号第72条修订)
(d) 政府解散期间处理关财产权利费开支债务政府关申请程序招致费开支债务均已申请支付付 (2018年第35号第72条增补)
(3) (2018年第35号第72条废)
761 Conditions for granting application
(1) The Registrar must not grant an application made under section 760 unless all the conditions specified in subsection (2) and any other conditions that the Registrar thinks fit are met
(2) The conditions are—
(a) that the company was at the time its name was struck off the Companies Register in operation or carrying on business
(b) that if any immovable property situate in Hong Kong previously vested in or held on trust for the company has been vested in the Government under section 752(1) the Government has no objection to the restoration (Amended 35 of 2018 s 72)
(c) that the applicant has delivered to the Registrar the documents relating to the company that are necessary to bring up to date the records kept by the Registrar and (Amended 35 of 2018 s 72)
(d) that the Government’s costs expenses and liabilities in dealing with the property or right during the period of dissolution or in connection with the proceedings on the application have been paid or reimbursed by the applicant (Added 35 of 2018 s 72)
(3) (Repealed 35 of 2018 s 72)
762 处长申请作出决定
(1) 处长须根第760条提出申请作出决定通知申请
(2) 处长批准申请关公司根第(1)款发出通知日期恢复列入公司登记册处长须登记该通知须宪报刊登关该公司恢复注册公告
762 Registrar’s decision on application
(1) The Registrar must notify the applicant of the decision on an application made under section 760
(2) If the Registrar grants the application the company is restored to the Companies Register on the date on which notification is given under subsection (1) and the Registrar must register the notification and publish in the Gazette a notice of the restoration
763 处长错误撤销注册公司恢复注册
(1) 处长信纳某公司处长错误根第751条前身条例第291AA条撤销注册解散动该公司恢复列入公司登记册
(2) 第(1)款中提述处长错误包括基撤销注册申请申请该申请提供错误虚假资料犯错误
(3) 处长宪报刊登公告宣布关公司恢复注册藉该公司恢复列入公司登记册该公告刊登日期该公司告恢复注册
763 Registrar may restore company deregistered by mistake
(1) The Registrar may on his or her own initiative restore a company to the Companies Register if satisfied that it has been deregistered and is dissolved under section 291AA of the predecessor Ordinance or section 751 as a result of a mistake of the Registrar
(2) In subsection (1) a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong or false information given by the applicant in connection with the application for deregistration
(3) The Registrar may restore a company to the Companies Register by publishing in the Gazette a notice declaring the restoration and the restoration takes effect on the date of publication of the notice
764 恢复注册效果
(1) 某公司根次分部恢复列入公司登记册须视直持续存犹解散样
(2) 原讼法庭应申请作出认公正指示命令量关公司境况变犹该公司解散样
(3) 第(2)款目提出申请须关公司恢复注册日期3年提出
764 Effect of restoration
(1) If a company is restored to the Companies Register under this Subdivision it is to be regarded as having continued in existence as if it had not been dissolved
(2) On application by any person the Court may give directions and make orders as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not been dissolved
(3) An application for the purposes of subsection (2) must be made within 3 years after the date of the restoration
第2次分部 —— 藉原讼法庭命令恢复注册
Subdivision 2—Restoration by Order of Court
765 原讼法庭申请恢复注册
(1) 某公司名称某公司已根前身条例第291291A条登记册剔该公司已根该条解散符合说明原讼法庭提出申请求该公司恢复列入公司登记册 ——
(a) 该公司董事成员债权
(b) 该项名感受屈
(2) 某公司已根前身条例第291AA条撤销注册解散该项撤销注册感受屈原讼法庭提出申请求该公司恢复列入公司登记册
(3) 情况第(4)款适 ——
(a) 公司名称已根第746747748条公司登记册剔该公司已根该条解散
(b) 公司已根第751条撤销注册解散
(4) 原讼法庭提出求关公司恢复列入公司登记册申请士提出 ——
(a) 该公司董事成员债权
(b) 原讼法庭觉关事宜中利害关系(包括政府)
765 Application to Court for restoration
(1) Where a company’s name or a company has been struck off the register under section 291 or 291A of the predecessor Ordinance and the company is dissolved under that section an application to the Court for the restoration of the company to the Companies Register may be made by a person who—
(a) was a director or member or creditor of the company and
(b) feels aggrieved by the striking off
(2) Where a company has been deregistered and is dissolved under section 291AA of the predecessor Ordinance an application to the Court for the restoration of the company to the Companies Register may be made by a person who feels aggrieved by the deregistration
(3) Subsection (4) applies if—
(a) a company’s name has been struck off the Companies Register under section 746 747 or 748 and the company is dissolved under that section or
(b) a company has been deregistered and is dissolved under section 751
(4) An application to the Court for the restoration of the company to the Companies Register may be made—
(a) by a person who was a director or member or creditor of the company or
(b) by any other person including the Government who appears to the Court to have an interest in the matter
766 申请须时提出
(1) 第(2)(4)款规定外 ——
(a) 第765(1)条指申请须关公告根前身条例第291(6)条宪报刊登日期关命令根前身条例第291A(1)条作出日期20年提出
(b) 第765(2)条指申请须注册撤销20年提出
(c) 第765(4)条指申请须解散日期20年提出
(2) 提出第765条指申请目某够针关公司提起关身伤害损害赔偿法律程序该申请时间提出
(3) 情况第(4)款适 ——
(a) 公司名称已根第746747条公司登记册剔该公司已根该条解散
(b) 根第760条提出申请求该公司恢复列入公司登记册
(c) 处长已拒批述申请
(4) 第765(4)条指申请须期间提出 ——
(a) 解散日期20年原讼法庭应关申请申请容许较长限期
(b) (述20年期间已终结)处长根第762(1)条发出拒批通知28日
(5) 条中 ——
身伤害 (personal injury)包括疾病身体精神状态损伤
身伤害损害赔偿 (damages for personal injury)包括 ——
(a) 法律修订改革(综合)条例(第23章)第20(2)(b)(i)条申索款项损害赔偿
(b) 致命意外条例(第22章)损害赔偿
(c) 根雇员补偿条例(第282章)第5632条须死亡丧失工作力支付补偿
766 When application must be made
(1) Subject to subsections (2) and (4)—
(a) an application under section 765(1) must be made within 20 years after the date on which the notice was published in the Gazette under section 291(6) or on which the order was made under section 291A(1) of the predecessor Ordinance
(b) an application under section 765(2) must be made within 20 years of the deregistration and
(c) an application under section 765(4) must be made within 20 years after the date of the dissolution
(2) An application under section 765 may be made at any time if the purpose of the application is to enable a person to bring proceedings against the company for damages for personal injury
(3) Subsection (4) applies if—
(a) a company’s name has been struck off the Companies Register under section 746 or 747 and the company is dissolved under that section
(b) an application has been made under section 760 for the restoration of the company to the Companies Register and
(c) the Registrar has refused the application
(4) An application under section 765(4) must be made—
(a) within 20 years after the date of the dissolution or any further time that the Court allows on application by the applicant or
(b) if the period of 20 years has ended within 28 days after the Registrar gives notification of the refusal under section 762(1)
(5) In this section—
damages for personal injury (身伤害损害赔偿) includes—
(a) any sum and damages claimed by virtue of section 20(2)(b)(i) of the Law Amendment and Reform (Consolidation) Ordinance (Cap 23)
(b) damages under the Fatal Accidents Ordinance (Cap 22) and
(c) any compensation for death or incapacity under section 5 6 or 32 of the Employees’ Compensation Ordinance (Cap 282)
personal injury (身伤害) includes any disease and any impairment of a person’s physical or mental condition
767 原讼法庭申请作出决定
(1) 原讼法庭信纳 ——
(a) 关公司名称关公司剔时该公司正营运营业务
(b) 基原关公司恢复列入公司登记册公正
批准根第765(1)条提出申请
(2) 原讼法庭信纳关公司恢复列入公司登记册公正批准根第765(2) 条提出申请
(3) 原讼法庭信纳 ——
(a) 名称已公司登记册剔公司言 ——
(i) 该公司名称剔时该公司正营运营业务
(ii) 基原该公司恢复列入公司登记册公正
(b) 已撤销注册公司言 ——
(i) 第750(2)(a)(b)(c)(d)(e)条指明规定没获符合
(ii) 基原该公司恢复列入公司登记册公正
批准根第765(4)条提出申请
(4) 原讼法庭觉某条限制提起法律程序时间条例关法律程序会失败批准第766(2)条提出申请
(5) 根第(4)款作出批准申请决定时原讼法庭须顾根第768(2)条作出容指示权力：关公司解散原讼法庭作出命令间期间关条例目计算
(6) 原讼法庭批准根第765条提出申请申请须原讼法庭命令正式文交付处长登记该文登记时关公司告恢复注册
(7) 关公司根第(6)款恢复列入公司登记册处长须宪报刊登关该公司恢复注册公告
767 Court’s decision on application
(1) The Court may grant an application made under section 765(1) if satisfied that—
(a) the company was at the time the company’s name or the company was struck off in operation or carrying on business or
(b) it is otherwise just that the company be restored to the Companies Register
(2) The Court may grant an application made under section 765(2) if satisfied that it is just that the company be restored to the Companies Register
(3) The Court may grant an application made under section 765(4) if satisfied that—
(a) in the case of a company whose name has been struck off the Companies Register—
(i) the company was at the time its name was struck off in operation or carrying on business or
(ii) it is otherwise just that the company be restored to the Companies Register or
(b) in the case of a company that has been deregistered—
(i) any of the requirements specified in section 750(2)(a) (b) (c) (d) or (e) was not met or
(ii) it is otherwise just that the company be restored to the Companies Register
(4) The Court must not grant an application made pursuant to section 766(2) if it appears to the Court that the proceedings would fail by reason of an Ordinance limiting the time within which proceedings may be brought
(5) In making a decision under subsection (4) not to grant an application the Court must have regard to its power under section 768(2) to direct that the period between the dissolution of the company and the making of the Court’s order does not count for the purposes of the Ordinance
(6) If the Court grants an application made under section 765 the applicant must deliver to the Registrar for registration an office copy of the Court’s order and the restoration takes effect on the registration
(7) After a company is restored to the Companies Register under subsection (6) the Registrar must publish in the Gazette a notice of the restoration
768 恢复注册效果
(1) 某公司根第767条恢复列入公司登记册须视直持续存犹解散样
(2) 原讼法庭作出认公正指示命令量关公司境况变犹该公司解散样
(3) 原讼法庭事宜作出指示 ——
(a) 处长交付关关公司文件该等文件处长备存纪录反映新情况需
(b) 支付处长关公司恢复列入公司登记册进行法律程序招致费
(c) (先前属关公司信讬形式该公司持财产权利已根第752(1)条属政府)支付政府解散期间处理该财产权利费开支债务支付政府关申请程序招致费开支债务
768 Effect of restoration
(1) If a company is restored to the Companies Register under section 767 it is to be regarded as having continued in existence as if it had not been dissolved
(2) The Court may give directions and make orders as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not been dissolved
(3) The Court may also give directions as to—
(a) the delivery to the Registrar of the documents relating to the company that are necessary to bring up to date the records kept by the Registrar
(b) the payment of the Registrar’s costs in connection with the proceedings for the restoration of the company to the Companies Register and
(c) if any property or right previously vested in or held on trust for the company has been vested in the Government under section 752(1) the payment of the Government’s costs expenses and liabilities in dealing with the property or right during the period of dissolution or in connection with the proceedings on the application
第3次分部 —— 补充条文
Subdivision 3—Supplementary Provisions
769 恢复注册时公司名称
某公司根分部恢复列入公司登记册前名称恢复注册
769 Company’s name on restoration
If a company is restored to the Companies Register under this Division it is restored under its former name
770 公司须更改禁名称
(1) 假关公司恢复注册日期申请前名称注册第100条便会禁止该公司该名称注册第(2)款适
(2) 恢复注册28日关公司须 ——
(a) 特决议更改名称
(b) 符合指明格式通知该项更改通知处长
(3) 某公司根第(2)(b)款予改名通知非第100条禁止该公司关新名称注册否处长须 ——
(a) 新名称记入公司登记册取代前名称
(b) 发出更改名称证明书
(4) 名称更改关更改名称证明书发出日期生效
(5) 根条作出名称更改影响关公司权利义务该公司提起针该公司提起法律程序欠妥该公司前名称展开继续法律程序均该公司新名称展开继续该公司前名称针该公司展开继续法律程序均该公司新名称针该公司展开继续
(6) 公司违反第(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(7) 条中 ——
前名称 (former name)根分部恢复列入公司登记册公司言指紧接解散前名称
770 Company must change prohibited name
(1) Subsection (2) applies if had the company applied on the date of the restoration to be registered by the former name section 100 would have prohibited the company from being registered by that name
(2) Within 28 days after the restoration the company—
(a) must by a special resolution change its name and
(b) must give notice in the specified form of the change to the Registrar
(3) If a company gives notice of a change of name under subsection (2)(b) the Registrar must unless the company is prohibited by section 100 from being registered by the new name—
(a) enter the new name on the Companies Register in place of the former name and
(b) issue a certificate of change of name
(4) The change of name has effect from the date on which the certificate of change of name is issued
(5) A change of name under this section does not affect any rights or obligations of the company or render defective any legal proceedings by or against it Any legal proceedings that could have been commenced or continued by or against it by its former name may be commenced or continued by or against it by its new name
(6) If the company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(7) In this section—
former name (前名称) in relation to a company restored to the Companies Register under this Division means the name that the company had immediately before it was dissolved
771 处长指示公司更改相相似名称等
(1) 公司根分部某名称恢复列入公司登记册 ——
(a) 该名称恢复注册时出现应已出现根前身条例第22C条备存名称索引公司名称索引名称相处长认该名称该名称太相似
(b) 该名称恢复注册时根某条例成立法团体设立法团体名称相处长认该名称该法团体名称太相似
处长藉书面通知指示该公司该通知指明限期更改该名称
(2) 述指示关公司恢复注册12月发出
(3) 处长根第(1)款发出通知指明限期结束前藉书面通知延长该限期
(4) 公司没关通知指明限期遵指示没根第(3)款延长限期遵指示该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
771 Registrar may direct company to change same or similar name etc
(1) The Registrar may by notice in writing direct a company to change within the period specified in the notice a name under which the company is restored to the Companies Register under this Division if—
(a) the name is as at the time of the restoration the same as or in the Registrar’s opinion too like a name that appeared or should have appeared in the index of names kept under section 22C of the predecessor Ordinance or in the Index of Company Names or
(b) the name is as at the time of the restoration the same as or in the Registrar’s opinion too like a name of a body corporate incorporated or established under an Ordinance
(2) A direction may only be given within 12 months after the restoration
(3) The Registrar may before the end of the period specified in a notice given under subsection (1) by notice in writing extend the period
(4) If a company fails to comply with a direction within the period specified in the notice or extended under subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
772 处长公司没遵指示时更改公司名称
(1) 情况条适 ——
(a) 公司某名称违反第770(2)条
(b) 处长根第771(1)条指示某公司更改名称该公司没关通知指明限期(该限期根第771(3)条延长)没延长限期遵该指示
(2) 局限第770(6)771(4)条原 ——
(a) 关名称英文名称处长该名称更改符合说明名称︰该名称包含Company Registration Number字样该字样加该公司公司注册证明书述明注册编号
(b) 关名称中文名称处长该名称更改符合说明名称︰该名称包含公司注册编号字样该字样加该公司公司注册证明书述明注册编号
(c) 关名称包含英文名称中文名称处长该等名称更改符合说明名称 ——
(i) 新英文名称 该新名称包含Company Registration Number字样该字样加该公司公司注册证明书述明注册编号
(ii) 新中文名称该新名称包含公司注册编号中文字样该字样加该公司公司注册证明书述明注册编号
(3) 处长须新名称记入公司登记册取代前名称
(4) 名称更改新名称记入公司登记册日期生效
(5) 新名称记入公司登记册日期30日处长须 ——
(a) 书面通知关公司 ——
(i) 该公司名称已更改事实
(ii) 新名称
(iii) 该项更改根第(3)款生效日期
(b) 藉宪报刊登公告公布该事实该新名称该日期
(6) 根条作出名称更改影响关公司权利义务该公司提起针该公司提起法律程序欠妥该公司前名称展开继续法律程序均该公司新名称展开继续该公司前名称针该公司展开继续法律程序均该公司新名称针该公司展开继续
772 Registrar may change company name in case of failure to comply with direction
(1) This section applies if—
(a) a company contravenes section 770(2) in relation to a name or
(b) the Registrar directs a company to change a name under section 771(1) and the company fails to comply with the direction within the period specified in the notice or if the period is extended under 771(3) within the extended period
(2) Without limiting section 770(6) or 771(4) the Registrar may change the name to—
(a) in the case of an English name a name that consists of the words Company Registration Number as its prefix followed by the registration number of the company as stated in the certificate of incorporation
(b) in the case of a Chinese name a name that consists of the Chinese characters 公司注册编号 as its prefix followed by the registration number of the company as stated in the certificate of incorporation or
(c) in the case of a name consisting of both an English name and a Chinese name—
(i) a new English name that consists of the words Company Registration Number as its prefix followed by the registration number of the company as stated in the certificate of incorporation and
(ii) a new Chinese name that consists of the Chinese characters 公司注册编号 as its prefix followed by the registration number of the company as stated in the certificate of incorporation
(3) The Registrar must enter the new name in the Companies Register in place of the former name
(4) The change of name has effect from the date on which the new name is entered in the Companies Register
(5) Within 30 days after the date of entering the new name in the Companies Register the Registrar—
(a) must notify the company in writing of—
(i) the fact that the name of the company has been changed
(ii) the new name and
(iii) the date on which the change takes effect under subsection (3) and
(b) must publish a notice of that fact the new name and that date in the Gazette
(6) A change of name under this section does not affect any rights or obligations of the company or render defective any legal proceedings by or against it Any legal proceedings that could have been commenced or continued by or against it by its former name may be commenced or continued by or against it by its new name
773 恢复注册财物权利效果
(1) 关公司根分部公司(清盘杂项条文)条例(第32章)第290条恢复列入公司登记册政府处置方式处理根第752(1)条前身条例第292条属政府财产权利处置方式处理该财产权利中某项权益处置方式处理该财产权利权益方式政府处置方式处理属政府财物权利方式相 (2018年第35号第73条修订)
(2) 关公司恢复列入公司登记册第(3)(4)(5)(6)款适
(3) 关公司恢复注册影响述处置处理
(4) 财产权利先前属关公司信讬形式关公司持第(3)款局限该公司恢复注册该财产权利具效力
(5) 关公司恢复注册时财产权利权益然属政府该财产权利权益重新属该公司须受紧接重新属前附该财产权利权益债务法律责权益申索规限
(6) 第(7)款规定外 ——
(a) 政府收处置方式处理财产权利权益代价政府须关公司支付笔相等数目款额 ——
(i) 该代价款额
(ii) 该代价处置处理日期价值
(b) 政府没收代价政府须关公司支付笔相等处置方式处理财产权利权益处置处理日期价值款额
(7) 政府关处置处理招致合理费根第(6)款须支付款额中扣扣额限该费中前没作根第762条恢复注册条件没项根第768条作出指示支付予政府款额
___________
773 Effect of restoration on bona vacantia property or right
(1) The Government may dispose of or otherwise deal with any property or right vested in it under section 292 of the predecessor Ordinance or section 752(1) or an interest in the property or right in the same manner as it may dispose of or otherwise deal with any other property or right vested in it as bona vacantia even though the company may be restored to the Companies Register under this Division or section 290 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (Amended 35 of 2018 s 73)
(2) Subsections (3) (4) (5) and (6) apply if the company is restored to the Companies Register
(3) The restoration does not affect the disposition or dealing
(4) Subsection (3) does not limit the effect of the restoration in relation to any other property or right previously vested in or held on trust for the company
(5) If any property right or interest is still vested in the Government at the time of the restoration it revests in the company subject to any liability interest or claim that was attached to the property right or interest immediately before the revest
(6) Subject to subsection (7) the Government must pay to the company—
(a) if the Government received any consideration for the property right or interest disposed of or otherwise dealt with an amount equal to—
(i) the amount of the consideration or
(ii) the value of the consideration as at the date of the disposition or dealing or
(b) if no consideration was received an amount equal to the value of the property right or interest disposed of or otherwise dealt with as at the date of the disposition or dealing
(7) There may be deducted from the amount payable under subsection (6) the Government’s reasonable costs in connection with the disposition or dealing to the extent that the costs have not been paid to the Government as a condition of a restoration under section 762 or pursuant to a direction under section 768
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第16部
Part 16
非香港公司
(格式变更——2013年第1号编辑修订纪录)
NonHong Kong Companies
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
774 释义
(1) 部中 ——
土名称 (domestic name)某方成立法团非香港公司言指该公司该方注册名称
需细节 (required details)获授权代表言指 ——
(a) 该代表姓名名称香港址 (2018年第35号第74条修订)
(b) 该代表获授权日期
(c) (属然)资料 ——
(i) 该代表身分证号码
(ii) (该代表没身分证)该代表持护号码签发国家
法团名称 (corporate name)注册非香港公司言指该公司公司登记册注册土名称土名称译名
律师 (solicitor)指根法律执业者条例(第159章)资格律师身分行事
程序规例 (procedural regulations)指根第805条订立规例
批准名称 (approved name)注册非香港公司言指 ——
(a) 根第782(5)(a)785(5)(a)条记入公司登记册名称
(b) 该公司前身条例第337B(3)条注册名称
营业点 (place of business)包括股份户处股份登记处包括第(3)款指明办事处
获授权代表 (authorized representative)注册非香港公司言指获授权代该公司接受须该公司送达法律程序文件通知送达述士 ——
(a) 居香港然
(b) 法律执业者条例(第159章)第2(1)条界定律师法团
(c) 专业会计师条例(第50章)第2(1)条界定执业法团
(d) 律师行执业会计师事务
(2) 部中提述土名称核证英文译名中文译名提述关非香港公司公司注册证明书(等公司注册证书文件)核证英文译中文译示该名称英文译名中文译名(视属情况定)
(3) 第(1)款中营业点定义指明办事处银行业条例(第155章)第46条第(9)款界定银行金融理专员根该条作出批准设立维持营代表办事处
(4) 财政司司长藉宪报刊登公告修订第(3)款
(编辑修订——2013年第1号编辑修订纪录)
774 Interpretation
(1) In this Part—
approved name (批准名称) in relation to a registered nonHong Kong company means—
(a) the name entered in the Companies Register under section 782(5)(a) or 785(5)(a) or
(b) the name by which the company was registered by virtue of section 337B(3) of the predecessor Ordinance
authorized representative (获授权代表) in relation to a registered nonHong Kong company means—
(a) a natural person resident in Hong Kong
(b) a solicitor corporation as defined by section 2(1) of the Legal Practitioners Ordinance (Cap 159)
(c) a corporate practice as defined by section 2(1) of the Professional Accountants Ordinance (Cap 50) or
(d) a firm of solicitors or certified public accountants (practising)
that is authorized to accept on the company’s behalf service of any process or notice required to be served on the company
corporate name (法团名称) in relation to a registered nonHong Kong company means a domestic name or a translation of a domestic name by which the company is registered in the Companies Register
domestic name (土名称) in relation to a nonHong Kong company means the name or names by which the company is registered in its place of incorporation
place of business (营业点) includes a share transfer office and a share registration office but excludes an office specified in subsection (3)
procedural regulations (程序规例) means regulations made under section 805
required details (需细节) in relation to an authorized representative means—
(a) the name and address in Hong Kong of the representative (Amended 35 of 2018 s 74)
(b) the date on which the representative was authorized and
(c) in the case of a natural person—
(i) the number of the representative’s identity card or
(ii) if the representative does not have an identity card the number and issuing country of any passport held by the representative
solicitor (律师) means a person who is qualified to act as a solicitor under the Legal Practitioners Ordinance (Cap 159)
(2) In this Part a reference to a certified translation in English or Chinese of a domestic name is a reference to an English or Chinese translation of that name as shown in a certified translation in English or Chinese (as the case may be) of the certificate of incorporation (or its equivalent) of the nonHong Kong company
(3) The office specified for the purposes of the definition of place of business in subsection (1) is a local representative office established or maintained with the Monetary Authority’s approval under section 46 of the Banking Ordinance (Cap 155) by a bank as defined by subsection (9) of that section
(4) The Financial Secretary may by notice published in the Gazette amend subsection (3)
775 核证副
(1) 部言文件副第(2)款指明核证该文件真实副属核证副
(2) 述述者 ——
(a) 关副关非香港公司成立法团方核证 ——
(i) 受讬保关文件正该方政府官员
(ii) 该方执业公证
(iii) 该方执业律师
(iv) 该方执业专业会计师
(v) 获该方法律妥授权负责核证作司法法律途文件法院员
(vi) 该方执业专业公司秘书
(b) 关副香港核证 ——
(i) 香港执业公证
(ii) 香港执业律师
(iii) 执业会计师
(iv) 获法律授权负责核证作司法法律途文件香港法院员
(v) 关非香港公司成立法团方领事馆官员
(vi) 香港执业专业公司秘书
(c) 关非香港公司高级员
(d) 关注册非香港公司获授权代表
(3) 局长藉宪报刊登公告修订第(2)款
775 Certified copy
(1) For the purposes of this Part a copy of a document is a certified copy if it is certified as a true copy of the document by a person specified in subsection (2)
(2) The person is—
(a) if the copy is certified in the nonHong Kong company’s place of incorporation—
(i) an official of the government of that place to whose custody the original of the document is committed
(ii) a notary public practising in that place
(iii) a lawyer practising in that place
(iv) a professional accountant practising in that place
(v) an officer of a court of law duly authorized by the law of that place to certify documents for any judicial or other legal purpose or
(vi) a professional company secretary practising in that place
(b) if the copy is certified in Hong Kong—
(i) a notary public practising in Hong Kong
(ii) a solicitor practising in Hong Kong
(iii) a certified public accountant (practising)
(iv) an officer of the court in Hong Kong who is authorized by law to certify documents for any judicial or other legal purpose
(v) a consular officer of the nonHong Kong company’s place of incorporation or
(vi) a professional company secretary practising in Hong Kong
(c) an officer of the nonHong Kong company or
(d) an authorized representative of the registered nonHong Kong company
(3) The Secretary may by notice published in the Gazette amend subsection (2)
第2分部 —— 注册
Division 2—Registration
776 某非香港公司须申请注册
(1) 条适 ——
(a) 部生效日期日香港设立营业点非香港公司
(b) 符合说明非香港公司 ——
(i) 述生效日期日香港该生效日期前设立营业点
(ii) 没遵守紧接该生效日期前效前身条例第333条
(2) 第(1)(a)款指非香港公司须设立营业点月处长申请注册注册非香港公司
(3) 第(1)(b)款指非香港公司须部生效日期月处长申请注册注册非香港公司
(4) 第(2)(3)款指申请须 ——
(a) 符合指明格式
(b) 载程序规例订明详情
(c) 载少名拟关非香港公司注册时成获授权代表需细节
(d) 附程序规例订明文件
(e) 交付处长
(5) 关非香港公司土名称中拉丁字母字组成名称中文字名称 —— (2018年第35号第75条修订)
(a) 该公司土名称第(2)(3)款指申请须载该名称核证英文译名中文译名兼载两者
(b) 该公司土名称第(2)(3)款指申请须载中土名称核证英文译名中文译名兼载两者
(6) 非香港公司违反第(2)(3)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
776 Certain nonHong Kong companies must apply for registration
(1) This section applies to—
(a) a nonHong Kong company that establishes a place of business in Hong Kong on or after the commencement date of this Part and
(b) a nonHong Kong company that—
(i) at that commencement date has a place of business in Hong Kong established before the commencement date and
(ii) had not complied with section 333 of the predecessor Ordinance as in force immediately before that commencement date
(2) A nonHong Kong company falling within subsection (1)(a) must within one month after the establishment of the place of business apply to the Registrar for registration as a registered nonHong Kong company
(3) A nonHong Kong company falling within subsection (1)(b) must within one month after the commencement date of this Part apply to the Registrar for registration as a registered nonHong Kong company
(4) An application under subsection (2) or (3)—
(a) must be in the specified form
(b) must contain the particulars prescribed by procedural regulations
(c) must contain the required details of at least one person who is proposed to be an authorized representative on registration of the nonHong Kong company
(d) must be accompanied by the documents prescribed by procedural regulations and
(e) must be delivered to the Registrar
(5) If none of the nonHong Kong company’s domestic names is in characters of the Latin alphabet or in Chinese an application under subsection (2) or (3) must also contain— (Amended 35 of 2018 s 75)
(a) where the company has one domestic name a certified translation of that name in English or Chinese or both or
(b) where the company has more than one domestic name a certified translation of one of those names in English or Chinese or both
(6) If a nonHong Kong company contravenes subsection (2) or (3) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
777 非香港公司注册
(1) 处长收第776(2)(3)条指申请须关非香港公司注册注册非香港公司
(2) 关申请属第776(5)条规定须载土名称核证译名申请处长须 ——
(a) 关非香港公司拉丁字母字组成土名称中文字土名称时该两名称 (2018年第35号第76条修订)
(b) 程序规例载该申请某土名称核证英文译名中文译名(话)
记入公司登记册作法团名称
(3) 关申请第776(5)条目载土名称核证译名处长须该译名记入公司登记册作法团名称
(4) 处长根第(1)款注册非香港公司须 ——
(a) 该公司发出处长签署注册证明书核证该项注册
(b) 登记关申请附文件
777 Registration of nonHong Kong company
(1) On receiving an application under section 776(2) or (3) the Registrar must register the nonHong Kong company as a registered nonHong Kong company
(2) If the application is not required by section 776(5) to contain a certified translation of a domestic name the Registrar must enter in the Companies Register as a corporate name—
(a) the nonHong Kong company’s domestic name in characters of the Latin alphabet or that company’s domestic name in Chinese or both and (Amended 35 of 2018 s 76)
(b) the certified translation in English or Chinese of a domestic name (if any) contained in the application pursuant to procedural regulations
(3) If the application contains a certified translation of a domestic name for the purposes of section 776(5) the Registrar must enter that translation in the Companies Register as a corporate name
(4) On registering a nonHong Kong company under subsection (1) the Registrar—
(a) must issue to the company a certificate of registration with the Registrar’s signature certifying the registration and
(b) must register the application and accompanying documents
第3分部 —— 增加更改停法团名称
Division 3—Addition Change or Cessation of Corporate Name
778 公司须增加更改停名称译名通知处长
(1) 注册非香港公司增加土名称新拉丁字母字组成土名称中文字土名称该公司须增加名称日期月载增加名称事详情申报表交付处长登记 (2018年第35号第77条修订)
(2) 注册非香港公司土名称更改新土名称该公司须更改名称日期月载更改名称事详情申报表交付处长登记
(3) 注册非香港公司名称土名称该公司须事发生日期月份申报表交付处长登记该申报表 ——
(a) 须载事详情
(b) (该公司事发生名称记入公司登记册作法团名称)须载详情 ——
(i) 少新拉丁字母字组成土名称中文字土名称 (2018年第35号第77条修订)
(ii) 少土名称核证英文译名中文译名
(4) 非注册非香港公司土名称译名公司登记册注册否第(2)(3)款适
(5) ——
(a) 注册非香港公司没拉丁字母字组成法团名称采土名称核证英文译名作香港营业务时采名称 (2018年第35号第77条修订)
(b) 注册非香港公司没中文字法团名称采土名称核证中文译名作香港营业务时采名称
该公司须采该译名日期月载采该译名详情该土名称核证译名申报表交付处长登记
(6) 注册非香港公司土名称译名已记入公司登记册作法团名称该土名称译名取代作香港营业务时采名称该公司须取代该译名日期月载取代该译名详情该土名称核证译名申报表交付处长登记
(7) 注册非香港公司土名称译名已记入公司登记册作法团名称该译名该公司香港营业务时采名称该公司须停该译名日期月份申报表交付处长登记该申报表 ——
(a) 须载停该译名详情
(b) (该公司停该译名名称记入公司登记册作法团名称)须载详情 ——
(i) 少新拉丁字母字组成土名称中文字土名称 (2018年第35号第77条修订)
(ii) 少土名称核证英文译名中文译名
(8) 第(1)(2)(3)(5)(6)(7)款指申报表须 ——
(a) 符合指明格式
(b) 附处长指明文件
(9) 新土名称非拉丁字母字组成名称非中文字名称第(2)款指申报表须载该新土名称核证英文译名中文译名兼载两者 (2018年第35号第77条修订)
(10) 注册非香港公司违反第(1)(2)(3)(5)(6)(7)款该公司名责名授权准许该公司违反该款代理均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
778 Company must notify Registrar of addition change or cessation of name or translation of name
(1) If as a result of an addition of domestic name a registered nonHong Kong company has a new domestic name in characters of the Latin alphabet or in Chinese the company must within one month after the date of the addition deliver to the Registrar for registration a return containing the particulars of the addition (Amended 35 of 2018 s 77)
(2) If as a result of a change to a domestic name a registered nonHong Kong company has a new domestic name the company must within one month after the date of the change deliver to the Registrar for registration a return containing the particulars of the change
(3) If a name of a registered nonHong Kong company ceases to be a domestic name the company must within one month after the date of the cessation deliver to the Registrar for registration a return—
(a) containing the particulars of the cessation and
(b) where after the cessation the company no longer has a name entered in the Companies Register as a corporate name also containing the following particulars—
(i) at least one new domestic name in characters of the Latin alphabet or in Chinese or (Amended 35 of 2018 s 77)
(ii) the certified translation in English or Chinese of at least one domestic name
(4) Subsection (2) or (3) does not apply unless the registered nonHong Kong company is registered in the Companies Register by the domestic name or a translation of it
(5) If—
(a) a registered nonHong Kong company does not have a corporate name in characters of the Latin alphabet and the company adopts a certified translation in English of a domestic name under which it is to carry on business in Hong Kong or (Amended 35 of 2018 s 77)
(b) a registered nonHong Kong company does not have a corporate name in Chinese and the company adopts a certified translation in Chinese of a domestic name under which it is to carry on business in Hong Kong
the company must within one month after the date of the adoption deliver to the Registrar for registration a return containing the particulars of the adoption and the certified translation of the domestic name
(6) If a translation of a domestic name of a registered nonHong Kong company is entered in the Companies Register as a corporate name and the company replaces the translation with another translation of the domestic name under which it is to carry on business in Hong Kong the company must within one month after the date of the replacement deliver to the Registrar for registration a return containing the particulars of the replacement and the certified translation of the domestic name
(7) If a translation of a domestic name of a registered nonHong Kong company is entered in the Companies Register as a corporate name and the translation ceases to be a name under which it is to carry on business in Hong Kong the company must within one month after the date of the cessation deliver to the Registrar for registration a return—
(a) containing the particulars of the cessation and
(b) where after the cessation the company no longer has a name entered in the Companies Register as a corporate name also containing the following particulars—
(i) at least one new domestic name in characters of the Latin alphabet or Chinese or (Amended 35 of 2018 s 77)
(ii) the certified translation in English or Chinese of at least one domestic name
(8) A return under subsection (1) (2) (3) (5) (6) or (7)—
(a) must be in the specified form and
(b) must be accompanied by the documents specified by the Registrar
(9) A return under subsection (2) must also contain a certified translation of the new domestic name in English or Chinese or both if the new domestic name is neither in characters of the Latin alphabet nor in Chinese (Amended 35 of 2018 s 77)
(10) If a registered nonHong Kong company contravenes subsection (1) (2) (3) (5) (6) or (7) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
779 法团名称注册
(1) 处长收第778(1)(2)(3)(5)(6)(7)条指申报表处长须 ——
(a) 公司登记册作出注明表明关法团名称更改
(b) 关注册非香港公司发出载现行法团名称新注册证明书
(c) 登记该申报表附文件
(2) 处长收第778(1)条指申报表处长须关注册非香港公司新土名称记入公司登记册作法团名称
(3) 处长收第778(2)条指申报表第778(9)条规定该申报表载新土名称核证译名处长须 ——
(a) 关注册非香港公司新土名称
(b) 程序规例载该申报表该土名称核证英文译名中文译名(话)
记入公司登记册作法团名称
(4) 处长收第778(2)条指申报表该申报表第778(9)条目载新土名称核证译名处长须该译名记入公司登记册作法团名称
(5) 处长收第778(3)(7)条指申报表该申报表载第778(3)(b)(7)(b)条规定详情处长须该申报表载新土名称土名称核证译名记入公司登记册作法团名称
(6) 处长收第778(5)(6)条指申报表处长须该申报表载土名称核证译名记入公司登记册作法团名称
(7) 根第(1)(a)款作出注明时记入公司登记册作相旧法团名称言批准名称名称批准名称处长须公司登记册作出注明表明事
(8) 根第(2)(3)款作出记项时记入公司登记册作关注册非香港公司法团名称该公司土名称译名采语文新土名称采语文相该译名法团名称处长须公司登记册作出注明表明事
779 Registration of corporate name
(1) If the Registrar receives a return under section 778(1) (2) (3) (5) (6) or (7) the Registrar—
(a) must make a note in the Companies Register to the effect that there is a change of corporate name
(b) must issue to the registered nonHong Kong company a fresh certificate of registration containing the current corporate name and
(c) must register the return and accompanying documents
(2) If the Registrar receives a return under section 778(1) the Registrar must also enter in the Companies Register as a corporate name the registered nonHong Kong company’s new domestic name
(3) If the Registrar receives a return under section 778(2) and the return is not required by section 778(9) to contain a certified translation of a new domestic name the Registrar must also enter in the Companies Register as a corporate name—
(a) the registered nonHong Kong company’s new domestic name and
(b) the certified translation in English or Chinese of that domestic name (if any) contained in the return pursuant to procedural regulations
(4) If the Registrar receives a return under section 778(2) and the return contains a certified translation of a new domestic name for the purposes of section 778(9) the Registrar must also enter that translation in the Companies Register as a corporate name
(5) If the Registrar receives a return under section 778(3) or (7) and the return contains the particulars required by section 778(3)(b) or (7)(b) the Registrar must also enter in the Companies Register as a corporate name the new domestic name or the certified translation of a domestic name contained in the return
(6) If the Registrar receives a return under section 778(5) or (6) the Registrar must also enter in the Companies Register as a corporate name the certified translation of the domestic name contained in the return
(7) On a note being made under subsection (1)(a) a name entered in the Companies Register as an approved name in relation to the old corporate name is no longer an approved name and the Registrar must make another note in the Companies Register to that effect
(8) On an entry being made under subsection (2) or (3) a translation of a domestic name of the registered nonHong Kong company that is entered in the Companies Register as a corporate name of the company is no longer a corporate name if it is in the same language as the new domestic name and the Registrar must make a note in the Companies Register to that effect
第4分部 —— 注册非香港公司香港营业务时采名称规
Division 4—Regulation of Names Used by Registered NonHong Kong Companies to Carry on Business in Hong Kong
780 处长藉送达通知规法团名称批准名称采
(1) 处长信纳某注册非香港公司法团名称批准名称 ——
(a) 名称相太相似 ——
(i) 关键日期出现应已出现根前身条例第22C条备存名称索引公司名称索引名称
(ii) 关键日期前根某条例成立法团体设立法团体名称
(b) 该公司香港活动性质予具误导性显示致相会公众造成损害
处长该公司送达通知
(2) 述通知须述明送达该通知理
(3) 第(1)(a)款目送达通知须关键日期起计6月送达关注册非香港公司
(4) 条中 ——
关键日期 (material date) ——
(a) 根第777条记入公司登记册作法团名称注册非香港公司土名称土名称译名言指根该条发出注册证明书日期
(b) 根第779条记入公司登记册作法团名称注册非香港公司土名称土名称译名言指根该条发出注册证明书日期
(c) 注册非香港公司恢复列入公司登记册时记入公司登记册该公司土名称土名称译名言指恢复注册日期
(d) 部实施时已记入公司登记册注册非香港公司土名称土名称译名言指 ——
(i) 该公司遵守前身条例第333条日期
(ii) (该公司已根前身条例第335条申报表交付登记)根该条发出注册证明书日期
(e) 根第782(5)785(5)条记入公司登记册作批准名称名称言指根该条发出注册证明书日期
(f) 注册非香港公司前身条例第337B(3)条获注册批准名称名称言指注册日期
780 Registrar may serve notice to regulate use of corporate names or approved names
(1) The Registrar may serve a notice on a registered nonHong Kong company if satisfied that a corporate name or approved name of the company—
(a) is the same as or is too like—
(i) a name that appears or should have appeared in the index of names kept under section 22C of the predecessor Ordinance or in the Index of Company Names on the material date or
(ii) the name of a body corporate incorporated or established under an Ordinance before the material date or
(b) gives so misleading an indication of the nature of the company’s activities in Hong Kong as to be likely to cause harm to the public
(2) A notice must state the reasons for serving the notice
(3) A notice for the purposes of subsection (1)(a) must be served on a registered nonHong Kong company within 6 months beginning on the material date
(4) In this section—
material date (关键日期)—
(a) in relation to a domestic name or a translation of a domestic name of a registered nonHong Kong company that is entered in the Companies Register under section 777 as a corporate name means the date on which the certificate of registration was issued under that section
(b) in relation to a domestic name or a translation of a domestic name of a registered nonHong Kong company that is entered in the Companies Register under section 779 as a corporate name means the date on which the certificate of registration was issued under that section
(c) in relation to a domestic name or a translation of a domestic name of a registered nonHong Kong company that is entered in the Companies Register on a restoration of the company to the Companies Register means the date of the restoration
(d) in relation to a domestic name or a translation of a domestic name of a registered nonHong Kong company that has already been entered in the Companies Register as at the coming into operation of this Part means—
(i) the date on which the company complied with section 333 of the predecessor Ordinance or
(ii) if the company has delivered a return for registration under section 335 of the predecessor Ordinance the date on which the certificate of registration was issued under that section
(e) in relation to a name that is entered in the Companies Register under section 782(5) or 785(5) as an approved name means the date on which the certificate of registration was issued under that section or
(f) in relation to a name by which the registered nonHong Kong company was registered by virtue of section 337B(3) of the predecessor Ordinance as an approved name means the date of the registration
781 通知效力
(1) 注册非香港公司某法团名称某批准名称根第780(1)条获送达通知该公司送达日期2月终结采该名称香港营业务
(2) 注册非香港公司违反第(1)款该公司名责名授权准许该公司违反该款代理均属犯罪
(3) 犯第(2)款订罪行处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
(4) 条关注册非香港公司订立交易效
781 Effect of notice
(1) If a registered nonHong Kong company is served with a notice under section 780(1) for a corporate name or approved name the company must not after the end of 2 months after the date of service carry on business in Hong Kong under that name
(2) If a registered nonHong Kong company contravenes subsection (1) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence
(3) A person who commits an offence under subsection (2) is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
(4) This section does not invalidate any transaction entered into by the registered nonHong Kong company
782 香港营业务时采核准名称注册
(1) 注册非香港公司某法团名称相某法团名称言批准名称根第780(1)条获送达通知该公司处长提出书面申请求批准名称作该公司香港营业务时采相该法团名称言名称
(2) 述申请须交付处长
(3) 处长收求批准某名称申请非信纳事宜否须批准该名称 ——
(a) 该名称名称相太相似 ——
(i) 出现应已出现公司名称索引名称
(ii) 根某条例成立法团体设立法团体名称
(b) 该名称关注册非香港公司香港活动性质予具误导性显示致相会公众造成损害
(4) 处长批准名称关注册非香港公司符合指明格式申报表指明该名称该申报表交付处长登记
(5) 处长收申报表非信纳申报表指明名称出现应已出现公司名称索引名称相否须 ——
(a) 该指明名称记入公司登记册作关注册非香港公司香港营业务时采相关法团名称言名称
(b) 该公司发出载该法团名称记入公司登记册名称新注册证明书
(c) 登记该申报表
(6) 新注册证明书旦发出根第(5)(a)款记入公司登记册名称法律目言关注册非香港公司香港营业务时采名称
(7) 某注册非香港公司某名称根第780(1)条获送达通知第(6)款影响该名称属该公司权利责
(8) 第(6)款关注册非香港公司提起针关注册非香港公司提起法律程序欠妥该公司某名称根第780(1)条获送达通知该公司该名称展开继续法律程序该名称针该公司展开继续法律程序该法律程序该公司根第(5)(a)款记入公司登记册作相关法团名称言批准名称名称展开继续该批准名称针该公司展开继续
782 Registration of approved name for carrying on business in Hong Kong
(1) If a registered nonHong Kong company is served with a notice under section 780(1) for a corporate name or for an approved name in relation to a corporate name the company may apply in writing to the Registrar for approval of another name in relation to the corporate name under which the company is to carry on business in Hong Kong
(2) An application must be delivered to the Registrar
(3) On receiving an application for approval of a name the Registrar must approve the name unless satisfied that the name—
(a) is the same as or is too like—
(i) a name that appears or should have appeared in the Index of Company Names or
(ii) the name of a body corporate incorporated or established under an Ordinance or
(b) gives so misleading an indication of the nature of the registered nonHong Kong company’s activities in Hong Kong as to be likely to cause harm to the public
(4) If the Registrar approves a name the registered nonHong Kong company may deliver to the Registrar for registration a return in the specified form specifying the name so approved
(5) On receiving a return the Registrar must unless satisfied that the name specified in it is the same as a name that appears or should have appeared in the Index of Company Names—
(a) enter that specified name in the Companies Register as the name in relation to the corporate name under which the registered nonHong Kong company is to carry on business in Hong Kong
(b) issue to the company a fresh certificate of registration containing the corporate name and the name so entered and
(c) register the return
(6) On the issue of the fresh certificate of registration the name entered in the Companies Register under subsection (5)(a) is for all purposes of the law the name under which the registered nonHong Kong company is to carry on business in Hong Kong
(7) Subsection (6) does not affect any rights or obligations vested in the registered nonHong Kong company under the name for which the notice is served on the company under section 780(1)
(8) Subsection (6) does not render defective any legal proceedings by or against the registered nonHong Kong company If there are any legal proceedings that might have been commenced or continued by or against that company by the name for which the notice is served on that company under section 780(1) those proceedings may be commenced or continued by or against it by the name entered in the Companies Register under subsection (5)(a) as an approved name in relation to the corporate name
783 撤回通知
(1) 注册非香港公司某法团名称相某法团名称言批准名称根第780(1)条获送达通知该通知送达该公司提出书面申请处长应该申请撤回该通知
(2) 述通知撤回第781(1)条适关注册非香港公司
(3) 述通知送达作相关法团名称言批准名称名称记入公司登记册处长须撤回该通知时 ——
(a) 公司登记册作出注明表明该名称批准名称
(b) 关注册非香港公司发出新注册证明书该证明书须载送达该通知关名称
783 Withdrawal of notice
(1) After a registered nonHong Kong company is served with a notice under section 780(1) for a corporate name or for an approved name in relation to a corporate name the Registrar may on written application by the company withdraw the notice
(2) If the notice is withdrawn section 781(1) ceases to apply to the registered nonHong Kong company
(3) If after the notice is served a name is entered in the Companies Register as an approved name in relation to the corporate name the Registrar must on withdrawing the notice—
(a) make a note in the Companies Register to the effect that the name is no longer an approved name and
(b) issue to the registered nonHong Kong company a fresh certificate of registration containing the name for which the notice is served
784 针送达通知决定提出诉
注册非香港公司某法团名称相某法团名称言批准名称根第780(1)(b)条获送达通知该公司该通知送达3星期针送达该通知决定行政诉委员会提出诉
784 Appeal against decision to serve notice
Within 3 weeks after being served with a notice under section 780(1)(b) for a corporate name or for an approved name in relation to a corporate name a registered nonHong Kong company may appeal to the Administrative Appeals Board against the decision to serve the notice
785 更改批准名称
(1) 注册非香港公司处长提出书面申请求更改该公司香港营业务时采相某法团名称言批准名称
(2) 述申请须交付处长
(3) 处长收求更改批准名称申请非信纳事宜否须批准新名称 ——
(a) 新名称名称相太相似 ——
(i) 出现应已出现公司名称索引名称
(ii) 根某条例成立法团体设立法团体名称
(b) 新名称关注册非香港公司香港活动性质予具误导性显示致相会公众造成损害
(4) 处长批准新名称关注册非香港公司符合指明格式申报表指明该新名称该申报表交付处长登记
(5) 处长收申报表非信纳申报表指明新名称出现应已出现公司名称索引名称相否须 ——
(a) 该新名称记入公司登记册作关注册非香港公司香港营业务时采相关法团名称言名称
(b) 公司登记册作出注明表明关批准名称更改
(c) 该公司发出载该法团名称该新批准名称新注册证明书
(d) 登记该申报表
(6) 新注册证明书旦发出新批准名称法律目言关注册非香港公司香港营业务时采名称
(7) 第(6)款影响注册非香港公司法团名称旧批准名称属该公司权利责
(8) 第(6)款关注册非香港公司提起针关注册非香港公司提起法律程序欠妥该公司该公司法团名称旧批准名称展开继续法律程序该名称针该公司展开继续法律程序该法律程序该公司相该法团名称言新批准名称展开继续该新批准名称针该公司展开继续
785 Change of approved name
(1) A registered nonHong Kong company may apply in writing to the Registrar for change of an approved name in relation to a corporate name under which the company is to carry on business in Hong Kong
(2) An application must be delivered to the Registrar
(3) On receiving an application for change of an approved name the Registrar must approve the new name unless satisfied that the new name—
(a) is the same as or is too like—
(i) a name that appears or should have appeared in the Index of Company Names or
(ii) the name of a body corporate incorporated or established under an Ordinance or
(b) gives so misleading an indication of the nature of the registered nonHong Kong company’s activities in Hong Kong as to be likely to cause harm to the public
(4) If the Registrar approves a new name the registered nonHong Kong company may deliver to the Registrar for registration a return in the specified form specifying the new name so approved
(5) On receiving a return the Registrar must unless satisfied that the new name specified in it is the same as a name that appears or should have appeared in the Index of Company Names—
(a) enter the new name in the Companies Register as the name in relation to the corporate name under which the registered nonHong Kong company is to carry on business in Hong Kong
(b) make a note in the Companies Register to the effect that there is a change of approved name
(c) issue to the company a fresh certificate of registration containing the corporate name and the new approved name and
(d) register the return
(6) On the issue of the fresh certificate of registration the new approved name is for all purposes of the law the name under which the registered nonHong Kong company is to carry on business in Hong Kong
(7) Subsection (6) does not affect any rights or obligations vested in the registered nonHong Kong company under the corporate name or the old approved name
(8) Subsection (6) does not render defective any legal proceedings by or against the registered nonHong Kong company If there are any legal proceedings that might have been commenced or continued by or against that company by the corporate name or the old approved name those proceedings may be commenced or continued by or against it by the new approved name in relation to the corporate name
第5分部 —— 注册非香港公司获授权代表
Division 5—Authorized Representatives of Registered NonHong Kong Companies
786 公司须获授权代表需细节维持登记公司登记册
(1) 情况条适 ——
(a) 某公司登记册登记某注册非香港公司获授权代表
(b) 该该非香港公司获授权代表
(c) 该该公司获授权代表没公司登记册登记该非香港公司获授权代表
(2) 关士关公司获授权代表时该公司第794(3)798(3)条已注册非香港公司事第(1)(b)款言相干
(3) 述关非香港公司获授权代表月该公司须根第791(1)条关作该公司获授权代表申报表交付处长登记
(4) 关关非香港公司获授权代表时该公司已少11月香港设营业点第(3)款适该公司
(5) 非香港公司违反第(3)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
786 Company must keep authorized representative’s required details registered in Companies Register
(1) This section applies if—
(a) a person is registered in the Companies Register as an authorized representative of a registered nonHong Kong company
(b) the person ceases to be an authorized representative of the nonHong Kong company and
(c) after the cessation no person is registered in the Companies Register as an authorized representative of the nonHong Kong company
(2) For the purposes of subsection (1)(b) it is irrelevant that at the time of the cessation the company is no longer a registered nonHong Kong company by virtue of section 794(3) or 798(3)
(3) Within one month after the person ceases to be an authorized representative of the nonHong Kong company that company must deliver to the Registrar for registration under section 791(1) a return in respect of another person as an authorized representative of the company
(4) Subsection (3) does not apply to the nonHong Kong company if when the person ceases to be an authorized representative of that company it has ceased to have a place of business in Hong Kong for at least 11 months
(5) If a nonHong Kong company contravenes subsection (3) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
787 终止授权
(1) 公司登记册登记某注册非香港公司获授权代表述明终止授权日期书面终止通知送交该公司成立法团方注册办事处(等注册办事处点)藉终止该公司授权
(2) 注册非香港公司述明终止授权日期书面终止通知送交公司登记册示公司登记册登记该公司获授权代表址藉终止该授权
(3) 根第(1)(2)款送交终止通知送交该通知者须该通知日期月书面通知处长终止授权日期
(4) 某送交关通知时关注册非香港公司已少11月香港设营业点第(3)款适该
(5) 第(3)款指通知须 ——
(a) 符合指明格式
(b) 附程序规例订明文件
(6) 第(3)款指通知 ——
(a) 登记注册非香港公司获授权代表作出须载该作出陈述述明该公司已根第(1)款获通知授权终止事
(b) 注册非香港公司作出须载该公司作出陈述述明登记该公司获授权代表已根第(2)款获通知授权终止事
(7) 某项授权根第(1)(2)款终止该项授权两时间中较迟者终止 ——
(a) 终止通知述明终止授权日期
(b) 第(3)款获遵守21日届满时
(8) 条中提述注册非香港公司包括第794(3)798(3)条已注册非香港公司非香港公司
787 Termination of authorization
(1) A person registered in the Companies Register as an authorized representative of a registered nonHong Kong company may terminate the authorization by sending to the company’s registered office (or the equivalent) in its place of incorporation a written notice of termination stating the date of termination
(2) A registered nonHong Kong company may terminate the authorization of a person registered in the Companies Register as an authorized representative of the company by sending to the person’s address shown in the Companies Register a written notice of termination stating the date of termination
(3) After sending a notice of termination under subsection (1) or (2) the sender must within one month after the date of the notice notify the Registrar in writing of the date of termination
(4) Subsection (3) does not apply to the sender if at the time when the notice is sent the registered nonHong Kong company has ceased to have a place of business in Hong Kong for at least 11 months
(5) A notification under subsection (3)—
(a) must be in the specified form and
(b) must be accompanied by the documents prescribed by procedural regulations
(6) A notification under subsection (3)—
(a) if given by a person registered as an authorized representative of a registered nonHong Kong company must contain a statement by the person that the company has been notified of the termination under subsection (1) or
(b) if given by a registered nonHong Kong company must contain a statement by the company that the person registered as an authorized representative of the company has been notified of the termination under subsection (2)
(7) If an authorization is terminated under subsection (1) or (2) the termination takes effect on whichever is the later of the following—
(a) the date of termination stated in the notice of termination
(b) the expiration of 21 days after subsection (3) is complied with
(8) In this section a reference to a registered nonHong Kong company includes a nonHong Kong company that is no longer a registered nonHong Kong company by virtue of section 794(3) or 798(3)
第6分部 —— 注册非香港公司申报表帐目
Division 6—Returns and Accounts of Registered NonHong Kong Companies
788 公司须周年申报表交付登记
(1) 注册非香港公司须注册证明书根第777(4)(a)条前身条例发出日期周年日42日申报表交付处长登记
(2) 述申报表须 ——
(a) 符合指明格式
(b) 载程序规例订明详情
(c) 附程序规例订明文件
(3) 注册非香港公司违反第(1)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 注册非香港公司注册非香港公司高级员代理裁定犯第(3)款订罪行裁判官判施加罚外命令该公司员代理该命令指明时间申报表交付处长登记
(5) 注册非香港公司注册非香港公司高级员代理没遵第(4)款指命令该公司员代理属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
788 Company must deliver annual return for registration
(1) Within 42 days after each anniversary of the date on which the certificate of registration was issued under section 777(4)(a) or the predecessor Ordinance a registered nonHong Kong company must deliver to the Registrar a return for registration
(2) A return—
(a) must be in the specified form
(b) must contain the particulars prescribed by procedural regulations and
(c) must be accompanied by the documents prescribed by procedural regulations
(3) If a registered nonHong Kong company contravenes subsection (1) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If a registered nonHong Kong company or an officer or agent of a registered nonHong Kong company is convicted of an offence under subsection (3) the magistrate may in addition to any penalty that may be imposed order the company or the officer or agent to deliver to the Registrar a return for registration within a time specified in the order
(5) If a registered nonHong Kong company or an officer or agent of a registered nonHong Kong company fails to comply with an order under subsection (4) the company or the officer or agent commits an offence and is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
789 公司须帐目交付登记
(1) 某方成立法团注册非香港公司 ——
(a) 受该方法律规定须发表帐目帐目文交付某公众士权该办事处查阅该帐目
(b) 受 ——
(i) 该公司注册公司司法辖区法律规定须发表帐目帐目文交付某公众士权该办事处查阅该帐目
(ii) 该司法辖区证券交易类似监机构规章规定须发表帐目帐目文交付某公众士权该办事处查阅该帐目
该方法律该公司规定
条适
(2) 注册非香港公司根第788条申报表交付处长登记时须文件交付处长登记 ——
(a) (属第(1)(a)款情况)发表涵盖少12月期间帐目核证副该帐目须符合成立法团方法律
(b) (属第(1)(b)款情况)发表涵盖少12月期间帐目核证副该帐目须符合该款第(i)(ii)节述法律规章
(3) 注册非香港公司违反第(2)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 注册非香港公司注册非香港公司责代理裁定犯第(3)款订罪行裁判官判施加罚外命令该公司责代理该命令指明时间第(2)(a)(b)款述帐目核证副交付处长登记 (2018年第35号第78条修订)
(5) 注册非香港公司注册非香港公司责代理没遵第(4)款指命令该公司责代理属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000 (2018年第35号第78条修订)
(6) 帐目采英文中文拟备条中提述该帐目核证副提述该帐目核证英文译中文译
789 Company must deliver accounts for registration
(1) This section applies if a registered nonHong Kong company is required to publish its accounts or to deliver copies of its accounts to any person in whose office the accounts may be inspected as of right by members of the public—
(a) by the law of its place of incorporation or
(b) by either of the following but not by the law of its place of incorporation—
(i) the law of any other jurisdiction where it is registered as a company
(ii) the rules of any stock exchange or similar regulatory bodies in that jurisdiction
(2) When the registered nonHong Kong company delivers to the Registrar a return for registration under section 788 it must also deliver to the Registrar for registration—
(a) in the case of subsection (1)(a) a certified copy of its latest published accounts for a period of at least 12 months that comply with the law of its place of incorporation or
(b) in the case of subsection (1)(b) a certified copy of its latest published accounts for a period of at least 12 months that comply with any of the law or rules mentioned in subparagraphs (i) and (ii) of that subsection
(3) If a registered nonHong Kong company contravenes subsection (2) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If a registered nonHong Kong company or a responsible person or an agent of a registered nonHong Kong company is convicted of an offence under subsection (3) the magistrate may in addition to any penalty that may be imposed order the company or the responsible person or agent to deliver to the Registrar the certified copy of any accounts mentioned in subsection (2)(a) or (b) for registration within a time specified in the order (Amended 35 of 2018 s 78)
(5) If a registered nonHong Kong company or a responsible person or an agent of a registered nonHong Kong company fails to comply with an order under subsection (4) the company or the responsible person or agent commits an offence and is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues (Amended 35 of 2018 s 78)
(6) In this section a reference to a certified copy of any accounts is if the accounts are not in English or Chinese a reference to a certified translation of the accounts in English or Chinese
790 董事修改符合某规定帐目
(1) 帐目核证副已根第789条前身条例第336条交付处长登记关注册非香港公司董事觉该帐目符合第(2)款指明规性规定该等董事修改该帐目
(2) 述规性规定 ——
(a) 第789(1)(a)条前身条例第336(1)条适注册非香港公司帐目言指该公司成立法团方法律
(b) 第789(1)(b)条前身条例第336(2)条适注册非香港公司帐目言指 ——
(i) 该公司注册公司司法辖区法律
(ii) 该司法辖区证券交易类似监机构规章
(3) 帐目修改须局限 ——
(a) 该帐目符合第(2)款指明规性规定方面
(b) 需相应修改
(4) 注册非香港公司董事决定根第(1)款修改帐目该公司须该决定作出15日符合指明格式述明该帐目会根该款修改预警陈述交付处长登记
(5) 注册非香港公司违反第(4)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
790 Directors may revise accounts not complying with certain requirement
(1) If a certified copy of any accounts has been delivered to the Registrar for registration under section 336 of the predecessor Ordinance or section 789 and it appears to the directors of the registered nonHong Kong company that the accounts did not comply with the regulatory requirement specified in subsection (2) those directors may revise the accounts
(2) The regulatory requirement is—
(a) in relation to the accounts of a registered nonHong Kong company to which section 336(1) of the predecessor Ordinance or section 789(1)(a) applies the law of its place of incorporation or
(b) in relation to the accounts of a registered nonHong Kong company to which section 336(2) of the predecessor Ordinance or section 789(1)(b) applies—
(i) the law of any other jurisdiction where it is registered as a company or
(ii) the rules of any stock exchange or similar regulatory bodies in that jurisdiction
(3) A revision of the accounts must be confined to—
(a) those aspects in which the accounts did not comply with the regulatory requirement specified in subsection (2) and
(b) other necessary consequential revisions
(4) If the directors of a registered nonHong Kong company decide to revise any accounts under subsection (1) the company must within 15 days after the decision deliver to the Registrar for registration a warning statement in the specified form that the accounts will be so revised
(5) If a registered nonHong Kong company contravenes subsection (4) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
791 某详情更改公司须申报表交付登记
(1) 注册非香港公司出现第(2)款指明更改该公司须出现更改日期月载该项更改详情申报表交付处长登记
(2) 述更改指方面作出更改 ——
(a) 关注册非香港公司宪章法规章程纲(包括章程细(话))该公司组织作出规定文书
(b) 该公司董事公司秘书(联名公司秘书名秘书)获授权代表
(c) 已根部交付处长该公司董事公司秘书(联名公司秘书名公司秘书)获授权代表详情
(d) 该公司香港营业点址该公司成立法团方注册办事处(等注册办事处点)营业点址
(3) 述申报表须 ——
(a) 符合指明格式
(b) 载程序规例订明详情
(c) 附程序规例订明文件
#(4) 根第56(7)(b)条注册非香港公司条指申报表述明董事通讯址已更改第56(7)(b)(i)(ii)条指明址外址条该项更改适
(5) 注册非香港公司第(2)(a)款指明更改违反第(1)款该公司名责名授权准许该公司违反第(1)款代理均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(6) 注册非香港公司第(2)(b)(c)款指明更改违反第(1)款该公司名责名授权准许该公司违反第(1)款代理均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(7) 注册非香港公司第(2)(d)款指明更改违反第(1)款该公司名责名授权准许该公司违反第(1)款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
_____________________
编辑附注：
# 第791(4)条尚未实施
791 Company must deliver return for registration in case of change of certain particulars
(1) If there is in relation to a registered nonHong Kong company a change specified in subsection (2) the company must within one month after the date of the change deliver to the Registrar for registration a return containing the particulars of the change
(2) The change is one made in—
(a) the charter statutes or memorandum (including articles if any) of the registered nonHong Kong company or other instruments defining the company’s constitution
(b) the directors company secretary (or where there are joint company secretaries each of them) or authorized representatives of the company
(c) the particulars of the directors company secretary (or where there are joint company secretaries each of them) or authorized representatives of the company delivered to the Registrar under this Part or
(d) the address of the company’s principal place of business in Hong Kong or of its registered office (or the equivalent) or its principal place of business in its place of incorporation
(3) A return—
(a) must be in the specified form
(b) must contain the particulars prescribed by procedural regulations and
(c) must be accompanied by the documents prescribed by procedural regulations
#(4) If the registered nonHong Kong company is not allowed under section 56(7)(b) to state in a return under this section that a director’s correspondence address is changed to an address other than the address specified in section 56(7)(b)(i) or (ii) this section does not apply in relation to that change
(5) If a registered nonHong Kong company contravenes subsection (1) in respect of a change specified in subsection (2)(a) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(6) If a registered nonHong Kong company contravenes subsection (1) in respect of a change specified in subsection (2)(b) or (c) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(7) If a registered nonHong Kong company contravenes subsection (1) in respect of a change specified in subsection (2)(d) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
_____________________
Editorial Note
# Section 791(4) is not yet in operation
第7分部 —— 责
Division 7—Other Obligations
792 (2018年第35号第79条废)
792 (Repealed 35 of 2018 s 79)
793 注册非香港公司须开始清盘事等通知处长
(1) 注册非香港公司须第(2)款指明两日期中较迟日期15日符合指明格式通知交付处长登记该通知须载 ——
(a) 第(3)款指明详情
(b) (获委清盘时清盘)第(4)款指明进步详情
(2) 述日期 ——
(a) 关注册非香港公司清盘法律程序展开日期
(b) 关该法律程序展开通知展开该法律程序方法律送达该公司日期
(3) 述详情 ——
(a) 关注册非香港公司清盘法律程序展开日期
(b) 展开该法律程序国家
(c) 该清盘发清盘抑强制清盘第(1)款指通知指明方式清盘
(4) 述进步详情 ——
(a) 关获委清盘抑获委时清盘
(b) 该单独清盘抑清盘中清盘中
(c) 作出该项委日期
(d) 关该细节 ——
(i) (属然)现时名字姓氏址身分证号码(该没身分证)该持护号码签发国家
(ii) (属然)名称址
(5) 情况第(6)款适 ——
(a) 第(1)款指通知载详情更改
(b) 该通知交付处长登记清盘时清盘获委
(c) 姓名名称载该通知清盘时清盘已停该职
(6) 注册非香港公司须关更改委停日期15日符合指明格式通知交付处长登记该通知须载该项更改详情第(4)款指明关获委清盘时清盘进步详情关清盘时清盘停日期
(7) 注册非香港公司违反第(1)(6)款该公司名责名授权准许该公司违反该款代理均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(8) 条中 ——
名字 (forename)包括教名取名
姓氏 (surname)通常姓氏名衔认识言指该名衔
793 Registered nonHong Kong company must notify Registrar of commencement of liquidation etc
(1) Within 15 days after the later of the dates specified in subsection (2) a registered nonHong Kong company must deliver to the Registrar for registration a notice in the specified form containing—
(a) the particulars specified in subsection (3) and
(b) if a person is appointed as liquidator or provisional liquidator the further particulars specified in subsection (4)
(2) The dates are—
(a) the date of commencement of any proceedings for the liquidation of the registered nonHong Kong company and
(b) the date on which the notice of commencement of such proceedings was served on the company according to the law of the place in which those proceedings are commenced
(3) The particulars are—
(a) the date of commencement of the proceedings for the liquidation of the registered nonHong Kong company
(b) the country where the proceedings are commenced and
(c) whether the liquidation is a voluntary or compulsory liquidation or is in another mode of liquidation as specified in the notice under subsection (1)
(4) The further particulars are—
(a) whether the person is appointed as liquidator or provisional liquidator
(b) whether the person is a sole liquidator or one of the joint or joint and several liquidators
(c) the date of the appointment and
(d) the following details of the person—
(i) in the case of a natural person the present forename and surname the address and the number of the identity card or if the person does not have an identity card the number and issuing country of any passport held by the person or
(ii) in any other case the name and the address
(5) Subsection (6) applies if—
(a) any change occurs in the particulars contained in a notice under subsection (1)
(b) a liquidator or provisional liquidator is appointed after such a notice is delivered to the Registrar for registration or
(c) the liquidator or provisional liquidator whose name is contained in such a notice has ceased to hold office as such
(6) Within 15 days after the change appointment or cessation the registered nonHong Kong company must deliver to the Registrar for registration a notice in the specified form containing the particulars of the change the further particulars specified in subsection (4) of the liquidator or provisional liquidator appointed or the date of the cessation to hold office as liquidator or provisional liquidator
(7) If a registered nonHong Kong company contravenes subsection (1) or (6) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(8) In this section—
forename (名字) includes a Christian or given name
surname (姓氏) in the case of a person usually known by a title different from the person’s surname means the title
794 注册非香港公司须香港设营业点事通知处长
(1) 注册非香港公司香港设营业点该公司须香港设营业点7日符合指明格式关该事实通知交付处长
(2) 处长收述通知须 ——
(a) 关注册非香港公司该通知登记
(b) 项陈述记入公司登记册述明该公司已香港设营业点
(3) 关陈述根第(2)(b)款记入公司登记册关公司注册非香港公司
(4) 注册非香港公司违反第(1)款该公司名责名授权准许该公司违反该款代理均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
794 Registered nonHong Kong company must notify Registrar of cessation of place of business in Hong Kong
(1) If a registered nonHong Kong company ceases to have a place of business in Hong Kong the company must within 7 days after the cessation deliver to the Registrar a notice in the specified form of that fact
(2) On receiving a notice the Registrar—
(a) must register the notice in relation to the registered nonHong Kong company and
(b) must enter in the Companies Register a statement that the company has ceased to have a place of business in Hong Kong
(3) On the entry of the statement in the Companies Register under subsection (2)(b) the company is no longer a registered nonHong Kong company
(4) If a registered nonHong Kong company contravenes subsection (1) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
795 注册非香港公司获授权代表须解散事通知处长
(1) 注册非香港公司解散该公司获授权代表须解散日期15日文件交付处长 ——
(a) 符合指明格式关解散事通知
(b) 该公司解散文书核证副该文书非英文文书非中文文书须交付该文书核证英文译中文译
(2) 处长收第(1)款指通知文件须 ——
(a) 关注册非香港公司该通知文件登记
(b) 项陈述记入公司登记册述明该公司已解散
(3) 关陈述根第(2)(b)款记入公司登记册关公司注册非香港公司
(4) 注册非香港公司获授权代表违反第(1)款该获授权代表属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(5) 某控犯第(4)款订罪行确立该知道没理相信关注册非香港公司已解散属免责辩护
795 Authorized representative of registered nonHong Kong company must notify Registrar of dissolution
(1) If a registered nonHong Kong company is dissolved an authorized representative of the company must within 15 days after the date of dissolution deliver to the Registrar—
(a) a notice in the specified form of that fact and
(b) a certified copy of the instrument effecting the dissolution or in the case of an instrument not in English or Chinese a certified translation of the instrument in English or Chinese
(2) On receiving a notice and document under subsection (1) the Registrar—
(a) must register the notice and document in relation to the registered nonHong Kong company and
(b) must enter in the Companies Register a statement that the company has been dissolved
(3) On the entry of the statement in the Companies Register under subsection (2)(b) the company is no longer a registered nonHong Kong company
(4) If an authorized representative of a registered nonHong Kong company contravenes subsection (1) the authorized representative commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(5) If a person is charged with an offence under subsection (4) it is a defence to establish that the person did not know and had no reason to believe that the registered nonHong Kong company was dissolved
第8分部 —— 名
Division 8—Striking off
796 处长注册非香港公司送交查询信件
(1) 处长合理相信某注册非香港公司已香港设营业点处长藉邮递方式该公司送交封信件查询该公司否已香港设营业点
(2) 述信件 ——
(a) 须寄需细节公司登记册显示述注册非香港公司获授权代表注明该收件
(b) 公司登记册没显示该公司获授权代表需细节情况须寄该公司香港设立营业点
(3) 处长认关注册非香港公司相会收第(1)款指信件处长宪报刊登公告代根该款送交信件该公告须述明非反提出否该公告日期3月终结时该公司名称会公司登记册剔该公司注册非香港公司
796 Registrar may send inquiry letter to registered nonHong Kong company
(1) If the Registrar has reasonable cause to believe that a registered nonHong Kong company has ceased to have a place of business in Hong Kong the Registrar may send to the company by post a letter inquiring whether the company has ceased to have a place of business in Hong Kong
(2) A letter must be addressed—
(a) to an authorized representative of the registered nonHong Kong company whose required details are shown in the Companies Register or
(b) if no required details of authorized representatives of the company are shown in the Companies Register to any place of business established by the company in Hong Kong
(3) If the Registrar is of the opinion that a letter under subsection (1) is unlikely to be received by the registered nonHong Kong company the Registrar may instead of sending a letter under that subsection publish in the Gazette a notice that unless cause is shown to the contrary the company’s name will be struck off the Companies Register and the company will no longer be a registered nonHong Kong company at the end of 3 months after the date of the notice
797 处长须某情况作出进
(1) 根第796(1)条送交信件月 ——
(a) 处长没收该信件作出回复
(b) 处长收该信件作出回复表明关注册非香港公司已香港设营业点
条适
(2) 处长须述月终结30日 ——
(a) (第(4)款规定外)挂号邮递方式关注册非香港公司送交封信件该封信件须 ——
(i) 提述根第796(1)条送交信件(首封信件)
(ii) 述明 ——
(A) 处长没收首封信件回复
(B) 处长已收首封信件作出回复表明该公司已香港设营业点
(b) 宪报刊登公告述明非反提出否该公告日期3月终结时该公司名称会公司登记册剔该公司注册非香港公司
(3) 述信件 ——
(a) 须寄需细节公司登记册显示述注册非香港公司获授权代表注明该收件
(b) 公司登记册没显示该公司获授权代表需细节情况须寄该公司香港设立营业点
(4) 处长认关注册非香港公司相会收根第(2)(a)款送交信件处长需根该款该公司送交信件
797 Registrar must follow up under certain circumstances
(1) This section applies if within one month after sending a letter under section 796(1)—
(a) the Registrar does not receive a reply to the letter or
(b) the Registrar receives a reply to the letter to the effect that the registered nonHong Kong company has ceased to have a place of business in Hong Kong
(2) The Registrar must within 30 days after the end of that one month—
(a) subject to subsection (4) send to the registered nonHong Kong company by registered post another letter—
(i) referring to the letter sent under section 796(1) and
(ii) stating that—
(A) no reply to it has been received or
(B) the Registrar has received a reply to it to the effect that the company has ceased to have a place of business in Hong Kong and
(b) publish in the Gazette a notice that unless cause is shown to the contrary the company’s name will be struck off the Companies Register and the company will no longer be a registered nonHong Kong company at the end of 3 months after the date of the notice
(3) A letter must be addressed—
(a) to an authorized representative of the registered nonHong Kong company whose required details are shown in the Companies Register or
(b) if no required details of authorized representatives of the company are shown in the Companies Register to any place of business established by the company in Hong Kong
(4) The Registrar is not required to send a letter to the registered nonHong Kong company under subsection (2)(a) if the Registrar is of the opinion that the letter is unlikely to be received by the company
798 处长剔注册非香港公司名称
(1) 根第796(3)797(2)(b)条刊登公告非反提出否处长该公告日期3月终结时公司登记册剔关注册非香港公司名称
(2) 处长须宪报刊登公告示明关非香港公司名称已公司登记册剔
(3) 第(2)款指公告旦刊登关非香港公司注册非香港公司
(4) 第(5)款规定外非香港公司属注册非香港公司香港设营业点
(5) 第(4)款禁止关非香港公司香港设处长根第(2)款刊登公告设立营业点前提该公司须设立该营业点月根第776(2)条申请注册
(6) 非香港公司违反第(4)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
798 Registrar may strike off registered nonHong Kong company’s name
(1) After publishing a notice under section 796(3) or 797(2)(b) the Registrar may unless cause is shown to the contrary strike the registered nonHong Kong company’s name off the Companies Register at the end of 3 months after the date of the notice
(2) The Registrar must publish in the Gazette a notice indicating that the nonHong Kong company’s name has been struck off the Companies Register
(3) On publication of the notice under subsection (2) the nonHong Kong company is no longer a registered nonHong Kong company
(4) Subject to subsection (5) the nonHong Kong company must not have a place of business in Hong Kong as long as it is not a registered nonHong Kong company
(5) Subsection (4) does not prohibit the nonHong Kong company from having a place of business in Hong Kong that is established after the publication of the notice under subsection (2) if it applies for registration under section 776(2) within one month after establishing that place of business
(6) If a nonHong Kong company contravenes subsection (4) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
799 处长申请非香港公司恢复注册
(1) 非香港公司情况条适该公司 ——
(a) 该公司名称根第798条公司登记册剔
(b) 该公司名称前身条例第339A(2)条公司登记册剔
(2) 属关非香港公司董事成员处长提出申请求该公司恢复列入公司登记册
(3) 述申请须名日期6年提出言处长收该申请时该申请提出时
(4) 述申请须附项陈述述明 ——
(a) 申请关非香港公司董事成员
(b) 第800(2)条指明条件已获符合
(5) 处长接受述陈述第(4)(a)(b)款述事宜充分证
799 Application to Registrar for restoration of nonHong Kong company
(1) This section applies if a nonHong Kong company’s name—
(a) has been struck off the Companies Register under section 798 or
(b) has been struck off the register of companies by virtue of section 339A(2) of the predecessor Ordinance
(2) A person who is a director or member of the nonHong Kong company may apply to the Registrar for the restoration of the company to the Companies Register
(3) An application must be made within 6 years after the date of the striking off For this purpose an application is made when it is received by the Registrar
(4) An application must be accompanied by a statement—
(a) that the applicant is a director or member of the nonHong Kong company and
(b) that the conditions specified in section 800(2) are met
(5) The Registrar may accept the statement as sufficient evidence of the matters mentioned in subsection (4)(a) and (b)
800 批准申请条件
(1) 非第(2)款指明条件处长认合适条件均获符合否处长批准根第799条提出申请
(2) 述条件 ——
(a) 申请提出时关非香港公司名称公司登记册剔前6月时间该公司香港设营业点
(b) 申请已处长交付关该非香港公司文件该等文件处长备存纪录反映新情况需
800 Conditions for granting application
(1) The Registrar must not grant an application made under section 799 unless all the conditions specified in subsection (2) and any other conditions that the Registrar thinks fit are met
(2) The conditions are—
(a) that the nonHong Kong company had at the time of the application and at any time within the period of 6 months before its name was struck off the Companies Register a place of business in Hong Kong and
(b) that the applicant has delivered to the Registrar the documents relating to the nonHong Kong company that are necessary to bring up to date the records kept by the Registrar
801 处长申请作出决定
(1) 处长须根第799条提出申请作出决定通知申请
(2) 处长批准申请关非香港公司根第(1)款发出通知日期恢复列入公司登记册处长须登记该通知须宪报刊登关该公司恢复注册公告
(3) 关公司恢复注册关名须视作未发生
801 Registrar’s decision on application
(1) The Registrar must notify the applicant of the decision on an application made under section 799
(2) If the Registrar grants the application the nonHong Kong company is restored to the Companies Register on the date on which notification is given under subsection (1) and the Registrar must register the notification and publish in the Gazette a notice of the restoration
(3) On the restoration the striking off is to be regarded as not having taken place
第9分部 —— 杂项条文
Division 9—Miscellaneous
802 处长须备存董事索引
(1) 处长须备存载名属注册非香港公司董事索引
(2) 述索引载详情须包括名董事详情 ——
(a) 该董事姓名名称址
(b) 该董事送交处长新详情
(c) 辨出该董事担董事间公司注册非香港公司名称
(3) 根条备存索引须开放予支付订明费查阅
#(4) 第(3)款规定载述索引详情根该款开放予查阅 ——
(a) 关董事通常住址
(b) 关董事身分证护完整号码
#(5) 董事通讯址通常住址相第(4)款影响述索引载入该董事通讯址影响根第(3)款查阅该通讯址
_____________________
编辑附注：
# 第802(4)(5)条尚未实施
802 Registrar to keep index of directors
(1) The Registrar must keep an index of every person who is a director of a registered nonHong Kong company
(2) The particulars contained in the index must in respect of each director include—
(a) the name and address of the director
(b) the latest particulars sent to the Registrar in respect of the director
(c) the name of each company or registered nonHong Kong company of which the director can be identified as a director
(3) The index kept under this section must be open to the inspection of any person on payment of a prescribed fee
#(4) Despite subsection (3) the following particulars contained in the index must not be open for inspection under that subsection—
(a) the usual residential address of the director
(b) the full number of the identity card or passport of the director
#(5) Subsection (4) does not affect the inclusion in the index of a correspondence address of the director nor does it affect the inspection of the correspondence address under subsection (3) even if the correspondence address is the same as the usual residential address of the director
_____________________
Editorial Note
# Section 802(4) and (5) is not yet in operation
803 送达法律程序文件通知
(1) 第(3)(4)款规定外须注册非香港公司送达法律程序文件通知方式送达属妥送达 ——
(a) 注明需细节公司登记册显示该公司获授权代表收件
(b) 留该代表知香港址邮递方式寄该址 (2018年第35号第80条修订)
(2) ——
(a) 公司登记册没显示关注册非香港公司获授权代表需细节
(b) 该公司名获授权代表均拒绝代该公司接受关法律程序文件通知送达关法律程序文件通知送达该等代表中
第(3)(4)款适
(3) 须送达注册非香港公司法律程序文件通知留该公司香港设立营业点邮递方式寄该点属妥送达
(4) 香港设营业点注册非香港公司言须送达该公司法律程序文件通知方式送达属妥送达 ——
(a) (i) 该文件通知挂号邮递方式公司登记册示址送交该公司成立法团方注册办事处(等注册办事处点)
(ii) 该文件通知文挂号邮递方式公司登记册示址送交该公司成立法团方营业点(话)
(b) (公司登记册没显示述址)该文件通知留该公司先前12 月香港设营业点方邮递方式寄该方
(5) 须送达非香港公司(注册非香港公司外)法律程序文件通知言 ——
(a) 该公司香港设营业点该文件通知留该点邮递方式寄该点属妥送达
(b) 该公司香港设营业点香港设该营业点该文件通知方式送达属妥送达 ——
(i) (A) 该文件通知挂号邮递方式送交该公司成立法团方注册办事处(等注册办事处点)
(B) 该文件通知文挂号邮递方式送交该公司成立法团方营业点(话)
(ii) (确定该注册办事处营业点该公司先前12月香港设营业点)该文件通知留该点邮递方式寄该点
803 Service of process or notice
(1) Subject to subsections (3) and (4) any process or notice required to be served on a registered nonHong Kong company is sufficiently served if—
(a) it is addressed to an authorized representative of the company whose required details are shown in the Companies Register and
(b) it is left at or sent by post to the representative’s last known address in Hong Kong (Amended 35 of 2018 s 80)
(2) Subsections (3) and (4) apply if—
(a) no required details of authorized representatives of a registered nonHong Kong company are shown in the Companies Register or
(b) every one of the company’s authorized representatives refuses to accept service on behalf of the company or the process or notice cannot be served on any of them
(3) Any process or notice required to be served on the registered nonHong Kong company is sufficiently served if it is left at or sent by post to any place of business established by the company in Hong Kong
(4) In the case of a registered nonHong Kong company that no longer has a place of business in Hong Kong any process or notice required to be served on the company is sufficiently served—
(a) if—
(i) it is sent by registered post to the company’s registered office (or the equivalent) in the company’s place of incorporation at the address as shown in the Companies Register and
(ii) a copy of it is sent by registered post to the company’s principal place of business (if any) in the company’s place of incorporation at the address as shown in the Companies Register or
(b) where no such addresses are shown in the Companies Register if it is left at or sent by post to any place in Hong Kong at which the company has had a place of business within the previous 12 months
(5) Any process or notice required to be served on a nonHong Kong company (other than a registered nonHong Kong company) is sufficiently served—
(a) in the case of a company that has established a place of business in Hong Kong if it is left at or sent by post to the place of business or
(b) in the case of a company that has established but no longer has a place of business in Hong Kong—
(i) if—
(A) it is sent by registered post to the company’s registered office (or the equivalent) in the company’s place of incorporation and
(B) a copy of it is sent by registered post to the company’s principal place of business (if any) in the company’s place of incorporation or
(ii) where the address of such registered office or principal place of business cannot be ascertained but the company has had a place of business in Hong Kong within the previous 12 months if it is left at or sent by post to the place of business in Hong Kong
804 财政司司长订立规例
(1) 财政司司长订立规例订定条例根第790条修改帐目适情况
(2) 述规例 ——
(a) 视关帐目 ——
(i) 份显示关修改文件加补充方式修改
(ii) 份帐目取代方式修改
订定条文
(b) 规定注册非香港公司修改帐目采取该等规例指明步骤
(c) 该等规例指明增补例外情况变通规限条例应修改帐目
(3) 述规例行定罪行处罚款监禁时处罚款监禁 ——
(a) 没采取切合理步骤确修改帐目符合 ——
(i) 该等规例指明条文
(ii) 根该等规例效条例指明条文
(b) 违反 ——
(i) 该等规例指明条文
(ii) 根该等规例效条例指明条文
(4) 属意干犯罪行言该罪行订明高罚款额300000该罪行订明高监禁刑期12月属意干犯罪行言该罪行订明高罚款额300000外关罪行持续罪行订明该罪行持续期间日处罚款超2000
(5) 述规例订定关关罪行免责辩护
804 Financial Secretary may make regulations
(1) The Financial Secretary may make regulations providing for the application of this Ordinance in relation to the accounts that have been revised under section 790
(2) The regulations may—
(a) make different provisions according to whether the accounts have been revised by—
(i) supplementing the accounts with another document that shows the revisions or
(ii) replacing the accounts
(b) require a registered nonHong Kong company to take the steps specified in the regulations in relation to the accounts that have been revised and
(c) apply this Ordinance to the accounts that have been revised subject to such additions exceptions and modifications as are specified in the regulations
(3) The regulations may provide that any of the following is an offence punishable by a fine or imprisonment or both—
(a) a failure to take all reasonable steps to secure compliance as respects the accounts that have been revised with—
(i) a specified provision of the regulations or
(ii) a specified provision of this Ordinance as having effect under the regulations
(b) a contravention of—
(i) a specified provision of the regulations or
(ii) a specified provision of this Ordinance as having effect under the regulations
(4) The maximum fine that may be prescribed for an offence committed wilfully is 300000 and the maximum imprisonment is 12 months The maximum fine that may be prescribed for an offence not committed wilfully is 300000 In addition in the case of a continuing offence a further fine not exceeding 2000 for each day during which the offence continues may be prescribed
(5) The regulations may provide for defences to any such offence
805 财政司司长订立规例
(1) 财政司司长订立规例订明 ——
(a) 第776(2)(3)条指申请须载详情
(b) 第776(2)(3)条指申请须附文件
(c) 第787(3)条指通知须附文件
(d) 第788(1)791(1)条指申报表须载详情
(e) 第788(1)791(1)条指申报表须附文件
(2) 财政司司长订立规例 ——
(a) 规定第776(2)(3)条指申请第778(2)条指申报表载关非香港公司土名称核证译名
(b) 该目订定程序规定
(3) 第(2)款适第776(5)778(9)条规定须载土名称核证译名申请申报表
805 Financial Secretary may make regulations
(1) The Financial Secretary may make regulations prescribing—
(a) the particulars to be contained in an application under section 776(2) or (3)
(b) the documents to accompany an application under section 776(2) or (3)
(c) the documents to accompany a notification under section 787(3)
(d) the particulars to be contained in a return under section 788(1) or 791(1) and
(e) the documents to accompany a return under section 788(1) or 791(1)
(2) The Financial Secretary may make regulations—
(a) providing that an application under section 776(2) or (3) or a return under section 778(2) may contain a certified translation of a domestic name of the nonHong Kong company and
(b) providing for the procedures and requirements for the purpose
(3) Subsection (2) does not apply to an application or return that is required by section 776(5) or 778(9) to contain a certified translation of a domestic name
805A 披露非香港公司名称等规定
(1) 财政司司长订立规例规定非香港公司 ——
(a) 订明位置展示订明资料
(b) 订明类文件通讯中述明订明资料
(c) 该公司业务程中求该等士提供订明资料
(2) 述规例 ——
(a) 订明情况规定披露非香港公司名称
(b) 订明资料须种方式展示述明提供订定条文
(c) 豁免某间非香港公司需遵守根第(1)款订立规例规定
(3) 述规例订定披露非香港公司名称规定言须理会须成该名称部分字词该字词准许缩写(反然)间差异
(2018年第35号第81条增补)
805A Requirement to disclose nonHong Kong company’s name etc
(1) The Financial Secretary may make regulations to require nonHong Kong companies—
(a) to display prescribed information in prescribed locations
(b) to state prescribed information in prescribed descriptions of documents or communications and
(c) to provide prescribed information on request to those they deal with in the course of their business
(2) The regulations—
(a) may in prescribed circumstances require disclosure of the name of a nonHong Kong company
(b) may make provision as to the manner in which any prescribed information is to be displayed stated or provided and
(c) may exempt a nonHong Kong company from any requirement of the regulations made under subsection (1)
(3) The regulations may provide that for the purposes of any requirement to disclose a nonHong Kong company’s name any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) is to be disregarded
(Added 35 of 2018 s 81)
805B 作出规定披露刑事果
根第805A条订立规例规定 ——
(a) 某非香港公司违反根该条订立规例 ——
(i) 该公司
(ii) 该公司名责
均属犯罪
(b) 代该公司行事违反根该条订立规例该属犯罪
805B Criminal consequences of failure to make required disclosures
Regulations made under section 805A may provide that—
(a) if a nonHong Kong company contravenes any of the regulations made under that section an offence is committed by—
(i) the company and
(ii) every responsible person of the company
(b) if a person who is acting on behalf of the company contravenes any of the regulations made under that section an offence is committed by that person and
(c) 犯(a)(b)段述罪行处超第3级罚款
(2018年第35号第81条增补)
___________
(c) a person who commits an offence mentioned in paragraph (a) or (b) is liable to a fine not exceeding level 3
(Added 35 of 2018 s 81)
___________
第17部
Part 17
非根条例组成根条例注册公司
(格式变更——2013年第1号编辑修订纪录)
Companies not Formed but Registrable under this Ordinance
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
806 释义
部中 ——
属法定章程文件 (nonstatutory constitutional document)合资格公司言指组织规该公司组织安排契文书
合资格公司 (eligible company)指 ——
(a) 1865年5月1日条例旧公司条例外条例组成公司
(b) 述日期法律方式组织公司
章程文件 (constitutional document)合资格公司言指 ——
(a) 组织规该公司条例
(b) 该公司属法定章程文件
806 Interpretation
In this Part—
constitutional document (章程文件) in relation to an eligible company means—
(a) an Ordinance constituting or regulating the company or
(b) a nonstatutory constitutional document of the company
eligible company (合资格公司) means a company—
(a) formed after 1 May 1865 in pursuance of an Ordinance other than this Ordinance or a former Companies Ordinance or
(b) otherwise constituted after that date according to law
nonstatutory constitutional document (属法定章程文件) in relation to an eligible company means any deed of settlement or other instrument constituting or regulating the company
第2分部 —— 合资格公司注册
Division 2—Registration of Eligible Companies
807 处长合资格公司注册
(1) 处长应合资格公司申请该公司注册 ——
(a) 限公司
(b) 担保限公司
(2) 第(1)款指申请须符合指明格式
(3) 第(1)款指申请须附 ——
(a) 关合资格公司份章程文件文
(b) (属求注册担保限公司申请)符合第810(2)条决议文
(4) 根第(1)款进行注册会仅关合资格公司注册目进行清盘属效
807 Registrar may register eligible company
(1) The Registrar may on application by an eligible company register the company as—
(a) an unlimited company or
(b) a company limited by guarantee
(2) An application for the purposes of subsection (1) must be in the specified form
(3) An application for the purposes of subsection (1) must be accompanied by—
(a) a copy of every constitutional document of the eligible company and
(b) in the case of an application for registration as a company limited by guarantee a copy of the resolution that complies with section 810(2)
(4) A registration under subsection (1) is not invalid by reason only of it having taken place with a view to the eligible company being wound up
808 处长注册权力般限制
(1) 合资格公司成员法律责某条例限定法律方式予限定处长根部该公司注册
(2) 非合资格公司符合说明否处长根部该公司注册担保限公司 ——
(a) 该公司英文名称 ——
(i) 该公司拟注册名称字Limited
(ii) 该公司相应中文名称4中文字限公司
(b) 该公司中文名称 ——
(i) 该公司拟注册名称4中文字限公司
(ii) 该公司相应英文名称字Limited
(c) 该公司兼中文名称英文名称 ——
(i) 该公司拟注册英文名称字Limited
(ii) 该公司拟注册中文名称4中文字限公司
808 General restrictions on Registrar’s power to register
(1) If the liability of the members of an eligible company is limited by an Ordinance or otherwise according to law the Registrar must not register the company under this Part
(2) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless—
(a) if the company has an English name only—
(i) the name by which the company is to be registered has Limited as the last word of that name and
(ii) a Chinese equivalent of it that the company may use has 限公司 as the last 4 Chinese characters of the equivalent
(b) if the company has a Chinese name only—
(i) the name by which the company is to be registered has 限公司 as the last 4 Chinese characters of that name and
(ii) an English equivalent of it that the company may use has Limited as the last word of the equivalent or
(c) if the company has both an English name and a Chinese name—
(i) the English name by which the company is to be registered has Limited as the last word of that name and
(ii) the Chinese name by which the company is to be registered has 限公司 as the last 4 Chinese characters of that name
809 处长未成员意进行注册
(1) 非合资格公司该公司注册限公司召开公司成员会获半数出席该会成员意该公司注册限公司否处长根部该公司注册限公司
(2) 非合资格公司该公司注册担保限公司召开公司成员会获少75出席该会成员意该公司注册担保限公司否处长根部该公司注册担保限公司
(3) 施行条求投票方式表决情况计算半数成员75成员数时须顾名成员关合资格公司规例权投票数
(4) 条中提述出席成员会成员 ——
(a) 提述亲出席成员
(b) (关合资格公司规例容许委派代表话)提述委派代表出席成员
809 Registrar must not register without members’ assent
(1) The Registrar must not register an eligible company under this Part as an unlimited company unless there is assent to the registration by a majority of the members present at a general meeting of the company convened for the purpose
(2) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless there is assent to the registration by at least 75 of the members present at a general meeting of the company convened for the purpose
(3) For the purposes of this section in computing a majority or 75 of the members where a poll is demanded the number of votes to which each member is entitled according to the eligible company’s regulations must be taken into account
(4) In this section a reference to a member present at a general meeting is—
(a) a reference to a member present in person or
(b) if proxies are allowed by the eligible company’s regulations a reference to a member present by proxy
810 决议声明担保款额处长进行注册
(1) 非合资格公司成员通符合第(2)款决议否处长根部该公司注册担保限公司
(2) 述决议须声明名身合资格公司成员均承诺该公司该该公司成员期间该公司成员年清盘该会分担支付该须付笔超指明款额款额作该公司资产 ——
(a) 支付该公司该该公司成员前订约承担债项债务
(b) 支付该公司清盘费开支 (2018年第35号第82条修订)
(c) 调整分担间权利
(3) 第(1)款言关决议分部生效日期#前日通相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
810 Registrar must not register without resolution declaring amount of guarantee
(1) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless the members pass a resolution that complies with subsection (2)
(2) The resolution must declare that each person who is a member of the eligible company undertakes that if the company is wound up while the person is such a member or within one year after the person ceases to be such a member the person will contribute an amount required of the person not exceeding a specified amount to the company’s assets—
(a) for the payment of the company’s debts and liabilities contracted before the person ceases to be such a member
(b) for the payment of the costs and expenses of winding up the company and (Amended 35 of 2018 s 82)
(c) for the adjustment among the contributories of their rights
(3) For the purposes of subsection (1) it is irrelevant whether the resolution is passed before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
811 合资格公司须缴付注册费
处长根部合资格公司注册前该公司须该项注册处长缴付订明费
811 Eligible company must pay registration fee
Before the Registrar registers an eligible company under this Part the company must pay a prescribed fee to the Registrar for the registration
812 处长须发出注册证明书
处长根部合资格公司注册须该公司发出份签署印签署注册证明书
812 Registrar must issue certificate of registration
On registering an eligible company under this Part the Registrar must issue to it a certificate of registration with the Registrar’s signature or printed signature
第3分部 —— 注册果
Division 3—Consequences of Registration
813 分部适范围
合资格公司根部注册限公司担保限公司分部适
813 Application of Division
This Division applies if an eligible company is registered under this Part as an unlimited company or a company limited by guarantee
814 合资格公司位财产权利法律责
(1) 合资格公司旦根第812条获发注册证明书视已根条例成立法团限公司担保限公司(视者适定)
(2) 第(1)款具合资格公司设立新法律实体效力
(3) 注册事影响合资格公司财产
(4) 注册事影响合资格公司方面权利法律责 ——
(a) 该公司注册前招致代招致债项义务注册前欠该公司债项义务
(b) 该公司注册前订立代订立合约
814 Status property rights and liabilities of eligible company
(1) On being issued with a certificate of registration under section 812 the eligible company is to be regarded as having been incorporated under this Ordinance as an unlimited company or a company limited by guarantee whichever is applicable
(2) Subsection (1) does not operate to create a new legal entity for the eligible company
(3) The registration does not affect the eligible company’s property
(4) The registration does not affect the eligible company’s rights and liabilities in respect of—
(a) any debt or obligation incurred by or on behalf of or owed to the company before the registration or
(b) any contract entered into by or on behalf of the company before the registration
815 现法律程序继续进行
(1) 第(2)款规定外合资格公司注册时然决诉讼法律程序该公司该公司高级员该公司成员提出针该公司该公司高级员该公司成员提出均藉样方式继续进行犹没该项注册样
(2) 针合资格公司成员财物发出执行程序文件执行述决诉讼法律程序中取判决判令命令
(3) 合资格公司财产财物足履行述判决判令命令取项该公司清盘命令
815 Continuation of existing proceedings
(1) Subject to subsection (2) any action or other legal proceedings that are at the time of registration pending by or against the eligible company or any of its officers or members may be continued in the same manner as if the registration had not taken place
(2) Execution must not be issued against the effects of a member of the eligible company on any judgment decree or order obtained in any such pending action or proceedings
(3) If the eligible company’s property and effects are insufficient to satisfy the judgment decree or order an order may be obtained for winding up the company
816 现章程文件继续效
(1) 合资格公司章程文件条文须样方式附样附带条件情况视该公司条件规例犹该等条文假该公司根条例组成便已载该公司组成需章程细样
(2) 第(1)款中提述合资格公司章程文件注册担保限公司合资格公司言包括符合第810(2)条决议
816 Continuation of existing constitutional document
(1) The provisions in a constitutional document of the eligible company are to be regarded as conditions and regulations of the company in the same manner and with the same incidents as if those provisions were had the company been formed under this Ordinance contained in the articles with which the company would have been formed
(2) In subsection (1) a reference to a constitutional document of an eligible company includes in the case of an eligible company registered as a company limited by guarantee the resolution that complies with section 810(2)
817 合资格公司章程细代属法定章程文件
(1) 合资格公司章程细代该公司属法定章程文件藉更改该公司章程形式
(2) 述更改须藉特决议作出
(3) 第(5)(6)款规限假关合资格公司根条例组成便会私公司第8991条关第(4)款指明事宜范围适关更改(适范围)
(4) 施行第(3)款指明事宜 ——
(a) 通第89条指关作出修改决议相应作出事宜
(b) 原讼法庭提出求取消私公司宗旨作出修改申请
(5) 第89(7)条中提述修改关公司章程细文须理解根条代合资格公司属法定章程文件章程细文
(6) 根第89条代合资格公司属法定章程文件公司章程细文交付处长起关修改原讼法庭藉命令取消日期起(两者中较者准) ——
(a) 该章程细适该公司方式须犹该公司根条例采该章程细注册私公司样
(b) 该属法定章程文件适该公司
(7) 根第(1)款作出更改时时根第89条修改合资格公司宗旨修改该宗旨
817 Eligible company may substitute articles for nonstatutory constitutional document
(1) The eligible company may alter the form of its constitution by substituting articles for a nonstatutory constitutional document of the company
(2) An alteration must be made by special resolution
(3) Subject to subsections (5) and (6) so much of sections 89 and 91 as relate to the matters specified in subsection (4) applies to an alteration (so far as applicable) if the eligible company had it been formed under this Ordinance would have been a private company
(4) The matters specified for the purposes of subsection (3) are—
(a) matters consequential on the passing of a resolution for an alteration under section 89 and
(b) an application to the Court for the cancellation of an alteration of a private company’s objects
(5) A reference in section 89(7) to a copy of the company’s articles as altered is to be read as a copy of the articles substituted for a nonstatutory constitutional document of the eligible company under this section
(6) On the delivery to the Registrar under section 89 of a copy of the company’s articles substituted for a nonstatutory constitutional document of the eligible company or on the date when the alteration is no longer liable to be cancelled by order of the Court whichever is the later—
(a) the articles apply to the company in the same manner as if it were a private company registered under this Ordinance with the articles and
(b) the nonstatutory constitutional document ceases to apply to the company
(7) An alteration may be made under subsection (1) with or without an alteration of the eligible company’s objects under section 89
818 条例适合资格公司
(1) 第819条规限条例样方式方面适合资格公司高级员成员分担债权犹该公司根条例组成样
(2) 合资格公司章程文件载规定条例条文关限公司注册限公司该条文适该公司
818 This Ordinance applies to eligible company
(1) Subject to section 819 this Ordinance applies to the eligible company and its officers members contributories and creditors in the same manner in all respects as if the company had been formed under this Ordinance
(2) Despite anything in a constitutional document of the eligible company a provision of this Ordinance applies to the company if the provision relates to an unlimited company’s registration as a limited company
819 第818(1)条例外情况
(1) 非合资格公司藉特决议采纳根第78条订明章程细范全部条文作章程细否采纳该等条文作章程细
(2) 抵触第820条规定合资格公司没更改关该公司条例条文权力
819 Exceptions to section 818(1)
(1) The eligible company may not adopt as its articles any or all of the provisions of the model articles prescribed under section 78 unless those provisions are adopted by special resolution
(2) Subject to section 820 the eligible company does not have any power to alter a provision in an Ordinance relating to the company
820 合资格公司更改章程权力
合资格公司章程文件具更改章程规例权力条例减损该权力
___________
820 Eligible company’s power to alter constitution
This Ordinance does not derogate from any power vested in the eligible company by virtue of a constitutional document of the company of altering its constitution or regulations
___________
第18部
Part 18
公司外间通讯
(格式变更——2013年第1号编辑修订纪录)
Communications to and by Companies
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
821 释义
(1) 部中 ——
文件 (document)第2分部外包括法律程序目发出文件
址 (address)包括电子方式送交接收文件资料数目字该目语文字母字样数目字符号组成序列组合
适条文 (applicable provision) ——
(a) 第3分部中指条例公司(清盘杂项条文)条例(第32章)中批准规定公司送交提供关文件资料条文
(b) 第4分部中指条例公司(清盘杂项条文)条例(第32章)中批准规定公司送交提供关文件资料条文
办公日 (business day)指日子日子 ——
(a) 公众假期
(b) 释义通条例(第1章)第71(2)条界定黑色暴雨警告日烈风警告日
(2) 部中 ——
(a) 第2分部外提述送交文件 ——
(i) 包括提供交付递交交出该文件( 属通知)发出予该文件
(ii) 包括送达该文件
(b) 提述提供资料包括送交交付递交交出该资料
(3) 部言载关文件资料已预付邮资信封投寄属邮递方式送交该文件邮递方式提供该资料
821 Interpretation
(1) In this Part—
address (址) includes a number or any sequence or combination of letters characters numbers or symbols of any language used for the purpose of sending or receiving a document or information by electronic means
applicable provision (适条文) —
(a) in Division 3 means a provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) that authorizes or requires the document or information to be sent or supplied to a company or
(b) in Division 4 means a provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) that authorizes or requires the document or information to be sent or supplied by a company to another person
business day (办公日) means a day that is not—
(a) a general holiday or
(b) a black rainstorm warning day or gale warning day as defined by section 71(2) of the Interpretation and General Clauses Ordinance (Cap 1)
document (文件) except in Division 2 excludes a document that is issued for the purpose of any legal proceedings
(2) In this Part—
(a) a reference to sending a document except in Division 2—
(i) includes supplying delivering forwarding or producing the document and in the case of a notice giving the document but
(ii) excludes serving the document and
(b) a reference to supplying information includes sending delivering forwarding or producing the information
(3) For the purposes of this Part a person sends a document or supplies information by post if the person posts a prepaid envelope containing the document or information
822 施行第828(3)831(4)833(6)条指明短期间
(1) 条施行第828(3)831(4)833(6)条公司达成协议指明撤销通知短期间
(2) 述短期间期间中较长者 ——
(a) 7日期间
(b) 第(3)(4)款列明期间
(3) 关非公司施行第(2)(b)款列明期间 ——
(a) (该关公司成员)该公司章程细目指明期间
(b) (该关公司债权证持)设立该债权证文书目指明期间
(c) (该非述成员非述持)该关公司达成协议目指明期间
(4) 关公司施行第(2)(b)款列明期间 ——
(a) (该关公司成员)该公司章程细目指明期间
(b) (关公司该成员)该章程细目指明期间
(c) (该关公司债权证持关公司该债权证持)设立该债权证文书目指明期间
(d) (该关公司皆非述成员非述持)该该公司达成协议目指明期间
822 Minimum period specified for purposes of sections 828(3) 831(4) and 833(6)
(1) This section specifies the minimum period of the notice of revocation in relation to an agreement between a company and another person for the purposes of sections 828(3) 831(4) and 833(6)
(2) The minimum period is whichever is the longer of the following—
(a) a period of 7 days
(b) the period set out in subsection (3) or (4)
(3) If that other person is not a company the period set out for the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company the period specified for the purpose in the company’s articles
(b) where that other person is a debenture holder of the company the period specified for the purpose in the instrument creating the debenture or
(c) where that other person is not such a member or holder the period specified for the purpose in any agreement between the person and the company
(4) If that other person is a company the period set out for the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company the period specified for the purpose in the company’s articles
(b) where the company is a member of that other person the period specified for the purpose in the person’s articles
(c) where that other person is a debenture holder of the company or where the company is a debenture holder of that other person the period specified for the purpose in the instrument creating the debenture or
(d) where neither that other person nor the company is such a member or holder the period specified for the purpose in any agreement between the person and the company
823 施行第828(7)(a)831(7)(a)833(12)(b)条指明期间
(1) 条 ——
(a) 施行第828(7)(a)条公司送交提供文件资料指明期间
(b) 施行第831(7)(a)833(12)(b)条公司送交提供文件资料指明期间
(2) 述期间第(3)(4)(5)款列明期间
(3) 关非公司施行第(2)款列明期间 ——
(a) (该关公司成员)该公司章程细目指明期间
(b) (该关公司债权证持)设立该债权证文书目指明期间
(c) (该非述成员非述持)该关公司达成协议目指明期间
(4) 关公司施行第(2)款列明期间 ——
(a) (该关公司成员)该公司章程细目指明期间
(b) (关公司该成员)该章程细目指明期间
(c) (该关公司债权证持关公司该债权证持)设立该债权证文书目指明期间
(d) (该关公司皆非述成员非述持)该该公司达成协议目指明期间
(5) 关章程细文书协议没指明期间施行第(2)款列明期间48时
(6) 计算第(5)款述时数目时属办公日日子部分须理会
823 Period specified for purposes of sections 828(7)(a) 831(7)(a) and 833(12)(b)
(1) This section specifies—
(a) the period in relation to a document or information sent or supplied to a company by another person for the purposes of section 828(7)(a) and
(b) the period in relation to a document or information sent or supplied by a company to another person for the purposes of sections 831(7)(a) and 833(12)(b)
(2) The period is the period set out in subsection (3) (4) or (5)
(3) If that other person is not a company the period set out for the purposes of subsection (2) is—
(a) where that other person is a member of the company the period specified for the purpose in the company’s articles
(b) where that other person is a debenture holder of the company the period specified for the purpose in the instrument creating the debenture or
(c) where that other person is not such a member or holder the period specified for the purpose in any agreement between the person and the company
(4) If that other person is a company the period set out for the purposes of subsection (2) is—
(a) where that other person is a member of the company the period specified for the purpose in the company’s articles
(b) where the company is a member of that other person the period specified for the purpose in the person’s articles
(c) where that other person is a debenture holder of the company or where the company is a debenture holder of that other person the period specified for the purpose in the instrument creating the debenture or
(d) where neither that other person nor the company is such a member or holder the period specified for the purpose in any agreement between the person and the company
(5) If the articles instrument or agreement does not specify the period the period set out for the purposes of subsection (2) is 48 hours
(6) In calculating a period of hours mentioned in subsection (5) any part of a day that is not a business day is to be disregarded
824 施行第828(7)(b)829(5)(a)831(7)(b)832(5)(a)条指明时间
(1) 条 ——
(a) 施行第828(7)(b)829(5)(a)条公司送交提供文件资料指明时间
(b) 施行第831(7)(b)832(5)(a)条公司送交提供文件资料指明时间
(2) 述时间时间中较迟者 ——
(a) 送交提供关文件资料日子第二办公日
(b) 第(3)(4)款列明时间
(3) 关非公司施行第(2)(b)款列明时间 ——
(a) (该关公司成员)该公司章程细目指明时间
(b) (该关公司债权证持)设立该债权证文书目指明时间
(c) (该非述成员非述持)该关公司达成协议目指明时间
(4) 关公司施行第(2)(b)款列明时间 ——
(a) (该关公司成员)该公司章程细目指明时间
(b) (关公司该成员)该章程细目指明时间
(c) (该关公司债权证持关公司该债权证持)设立该债权证文书目指明时间
(d) (该关公司皆非述成员非述持)该该公司达成协议目指明时间
824 Time specified for purposes of sections 828(7)(b) 829(5)(a) 831(7)(b) and 832(5)(a)
(1) This section specifies—
(a) the time in relation to a document or information sent or supplied to a company by another person for the purposes of sections 828(7)(b) and 829(5)(a) and
(b) the time in relation to a document or information sent or supplied by a company to another person for the purposes of sections 831(7)(b) and 832(5)(a)
(2) The time is whichever is the later of the following—
(a) the second business day after the day on which the document or information is sent or supplied
(b) the time set out in subsection (3) or (4)
(3) If that other person is not a company the time set out for the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company the time specified for the purpose in the company’s articles
(b) where that other person is a debenture holder of the company the time specified for the purpose in the instrument creating the debenture or
(c) where that other person is not such a member or holder the time specified for the purpose in any agreement between the person and the company
(4) If that other person is a company the time set out for the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company the time specified for the purpose in the company’s articles
(b) where the company is a member of that other person the time specified for the purpose in the person’s articles
(c) where that other person is a debenture holder of the company or where the company is a debenture holder of that other person the time specified for the purpose in the instrument creating the debenture or
(d) where neither that other person nor the company is such a member or holder the time specified for the purpose in any agreement between the person and the company
825 施行第831(3)(b)(iii)832(2)(b)条指明址
(1) 条施行第831(3)(b)(iii)832(2)(b)条公司送交提供文件资料指明址
(2) 第(3)(4)款规定外述址 ——
(a) 关目般明确指明址
(b) 条例条文批准关文件资料送交提供址条例条文规定关文件资料须送交提供址
(3) 关(否公司)关公司成员债权证持董事公司秘书关址 ——
(a) 第(2)款指明址
(b) 该公司成员登记册债权证持登记册董事登记册公司秘书登记册示该址
(4) 关公司(第(3)款涵盖)关址 ——
(a) 第(2)款指明址
(b) 注册办事处
(5) 关公司取第(2)(3)(4)款指明址关址关该公司知址
825 Address specified for purposes of sections 831(3)(b)(iii) and 832(2)(b)
(1) This section specifies the address in relation to a document or information sent or supplied by a company to another person for the purposes of sections 831(3)(b)(iii) and 832(2)(b)
(2) Subject to subsections (3) and (4) the address is—
(a) an address specified for the purpose by that other person generally or specifically or
(b) an address to which a provision of this Ordinance authorizes or requires the document or information to be sent or supplied
(3) If that other person (whether or not a company) is a member debenture holder director or company secretary of the company the address is—
(a) the address specified in subsection (2) or
(b) the person’s address as shown in the company’s register of members register of debenture holders register of directors or register of company secretaries
(4) If that other person is a company and is not a person covered by subsection (3) the address is—
(a) the address specified in subsection (2) or
(b) its registered office
(5) If the company is unable to obtain an address specified in subsection (2) (3) or (4) the address is that other person’s address last known to the company
826 部处长送交文件等效力
应处长送交提供文件资料时部第2部规限具效力
826 Effect of this Part on sending documents etc to Registrar
In its application in relation to documents or information to be sent or supplied to the Registrar this Part has effect subject to Part 2
第2分部 —— 公司送达文件
Division 2—Service of Document on Company
827 送达文件
公司送达文件藉方式送达：该文件留该公司注册办事处邮递方式该文件送交该公司注册办事处
827 Service of document
A document may be served on a company by leaving it at or sending it by post to the company’s registered office
第3分部 —— 非公司公司作出通讯
Division 3—Other Communication to Company by Person who is not Company
828 电子形式通讯
(1) 非公司电子形式公司送交提供文件资料条适
(2) 情况关文件资料属适条文目关公司送交提供 ——
(a) 该公司 ——
(i) 已般明确意藉电子形式送交提供该文件资料没撤销该项意
(ii) 根条例条文须视已予述意
(b) 该文件资料 ——
(i) 电子方式送交提供 ——
(A) 该公司目般明确指明址
(B) 根条例条文视已目指明址
(ii) 专邮递方式送交提供第(4)款指明址
(c) 关合理意见该文件资料送交提供时形式送交提供方式接收者够 ——
(i) 肉眼辅适合矫正视力镜片情况阅读该文件资料(该文件资料影组成范围)观该文件资料
(ii) 保存该文件资料文
(3) 第(2)(a)(i)款言非关公司已关发出少第822条指明期间撤销通知否没撤销关意
(4) 施行第(2)(b)(ii)款指明址 ——
(a) 关公司目般明确指明址
(b) 关公司注册办事处
(c) 条例条文批准关文件资料送交提供址条例条文规定关文件资料须送交提供址
(5) 批准关文件资料予认证适条文言规定关文件资料须予认证适条文言 ——
(a) 关身分关公司指明方式确认
(b) (该公司没指明确认方式)关通讯载附关关身分陈述该公司没理怀疑该陈述真确性
该文件资料属已获充分认证
(6) 关文件资料某代送交提供关公司章程细中该公司求提供关前者代者行事权限合理证条文受第(5)款影响
(7) 关文件资料适条文目公司送交提供 ——
(a) 该文件资料电子方式送交提供非相反证明成立该文件资料须视作送交提供第823条指明期间终结时该公司收
(b) 该文件资料邮递方式送交提供非相反证明成立该文件资料须视作第824条指明时间该公司收
(c) 该文件资料专送交提供该文件资料须视作该文件资料送抵时该公司收
828 Communication in electronic form
(1) This section applies if a document or information is sent or supplied in electronic form to a company by a person who is not a company
(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if—
(a) the company—
(i) has agreed generally or specifically that the document or information may be sent or supplied to it in electronic form and has not revoked the agreement or
(ii) is to be regarded under a provision of this Ordinance as having so agreed
(b) the document or information is sent or supplied—
(i) by electronic means to an address—
(A) specified for the purpose by the company generally or specifically or
(B) regarded under a provision of this Ordinance as having been so specified for the purpose or
(ii) by hand or by post to an address specified in subsection (4) and
(c) the document or information is sent or supplied in a form and by a means that in the person’s reasonable opinion will enable the recipient—
(i) to read the document or information or to the extent that it consists of images to see the document or information with the naked eye or with the eye with suitable corrective lens and
(ii) to retain a copy of the document or information
(3) The company has not revoked the agreement for the purposes of subsection (2)(a)(i) unless it has given the person a notice of revocation of not less than the period specified in section 822
(4) The address specified for the purposes of subsection (2)(b)(ii) is—
(a) an address specified for the purpose by the company generally or specifically
(b) the company’s registered office or
(c) an address to which a provision of this Ordinance authorizes or requires the document or information to be sent or supplied
(5) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated the document or information is sufficiently authenticated if—
(a) the person’s identity is confirmed in a manner specified by the company or
(b) where no manner has been specified the communication contains or is accompanied by a statement of the person’s identity and the company has no reason to doubt the truth of the statement
(6) If the document or information is sent or supplied by a person on behalf of another subsection (5) does not affect any provision of the company’s articles under which the company may require reasonable evidence of the former’s authority to act on behalf of the latter
(7) If the document or information is sent or supplied to a company for the purposes of an applicable provision it is to be regarded as being received by the company—
(a) where the document or information is sent or supplied by electronic means at the end of the period specified in section 823 after it is sent or supplied unless the contrary is proved
(b) where the document or information is sent or supplied by post at the time specified in section 824 unless the contrary is proved or
(c) where the document or information is sent or supplied by hand at the time when the document or information is delivered
829 印形式通讯
(1) 非公司印形式公司送交提供文件资料条适
(2) 关文件资料专邮递方式送交提供址该文件资料属适条文目关公司送交提供 ——
(a) 该公司目般明确指明址
(b) 该公司注册办事处
(c) 条例条文批准该文件资料送交提供址条例条文规定该文件资料须送交提供址
(3) 批准关文件资料予认证适条文言规定关文件资料须予认证适条文言该文件资料关签署该文件资料属已获充分认证
(4) 关文件资料某代送交提供关公司章程细中该公司求提供关前者代者行事权限合理证条文受第(3)款影响
(5) 关文件资料适条文目公司送交提供 ——
(a) 该文件资料邮递方式送交提供非相反证明成立该文件资料须视作第824条指明时间该公司收
(b) 该文件资料专送交提供该文件资料须视作该文件资料送抵时该公司收
829 Communication in hard copy form
(1) This section applies if a document or information is sent or supplied in hard copy form to a company by a person who is not a company
(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if the document or information is sent or supplied by hand or by post to—
(a) an address specified for the purpose by the company generally or specifically
(b) the company’s registered office or
(c) an address to which a provision of this Ordinance authorizes or requires the document or information to be sent or supplied
(3) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated the document or information is sufficiently authenticated if it is signed by the person
(4) If the document or information is sent or supplied by a person on behalf of another subsection (3) does not affect any provision of the company’s articles under which the company may require reasonable evidence of the former’s authority to act on behalf of the latter
(5) If the document or information is sent or supplied to a company for the purposes of an applicable provision it is to be regarded as being received by the company—
(a) where the document or information is sent or supplied by post at the time specified in section 824 unless the contrary is proved or
(b) where the document or information is sent or supplied by hand at the time when the document or information is delivered
830 形式通讯
(1) 非公司非电子非印形式公司送交提供文件资料条适
(2) 关文件资料关公司意形式方式送交提供该文件资料属适条文目该公司送交提供
830 Communication in other forms
(1) This section applies if a document or information is sent or supplied otherwise than in electronic or hard copy form to a company by a person who is not a company
(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if the document or information is sent or supplied in a form or manner that has been agreed by the company
第4分部 —— 公司作出通讯
Division 4—Other Communication by Company to Another Person
831 电子形式通讯
(1) 第(2)款规定外公司电子形式送交提供文件资料条适
(2) 关公司网站提供关文件资料方式关送交提供该文件资料条适
(3) 情况关文件资料属适条文目关送交提供 ——
(a) 情况 ——
(i) 该非公司该已般明确意藉电子形式该送交提供该文件资料没撤销该项意
(ii) 该公司该已予述意没撤销该项意根条例条文须视已予述意
(b) 该文件资料 ——
(i) 电子方式送交提供 ——
(A) (该非公司)该目般明确指明址
(B) (该公司)目般明确指明址根条例条文视已目指明址
(ii) 专送交提供予该
(iii) 专邮递方式送交提供第825条指明址
(c) 关公司合理意见该文件资料送交提供时形式送交提供方式接收者够 ——
(i) 肉眼辅适合矫正视力镜片情况阅读该文件资料(该文件资料影组成范围)观该文件资料
(ii) 保存该文件资料文
(4) 第(3)(a)款言非关已关公司发出少第822条指明期间撤销通知否该没撤销关意
(5) 批准关文件资料予认证适条文言规定关文件资料须予认证适条文言 ——
(a) 关公司身分关指明方式确认
(b) (该没指明确认方式)关通讯载附关关公司身分陈述该没理怀疑该陈述真确性
该文件资料属已获充分认证
(6) 关文件资料某代公司送交提供予公司该公司章程细中该公司求提供关该代首述公司行事权限合理证条文受第(5)款影响
(7) 关文件资料适条文目关送交提供 ——
(a) 该文件资料电子方式送交提供非相反证明成立该文件资料须视作送交提供第823条指明期间终结时该收
(b) 该文件资料邮递方式送交提供非相反证明成立该文件资料须视作第824条指明时间该收
(c) 该文件资料专送交提供该文件资料须视作该文件资料送抵时该收
831 Communication in electronic form
(1) Subject to subsection (2) this section applies if a document or information is sent or supplied in electronic form by a company to another person
(2) This section does not apply if the document or information is sent or supplied by the company to that other person by making it available on a website
(3) The document or information is sent or supplied to that other person for the purposes of an applicable provision if—
(a) that other person—
(i) where that other person is not a company has agreed generally or specifically that the document or information may be sent or supplied to the person in electronic form and has not revoked the agreement or
(ii) where that other person is a company has so agreed and has not revoked the agreement or is to be regarded under a provision of this Ordinance as having so agreed
(b) the document or information is sent or supplied—
(i) by electronic means to an address—
(A) where that other person is not a company specified for the purpose by that other person generally or specifically or
(B) where that other person is a company so specified for the purpose or regarded under a provision of this Ordinance as having been so specified for the purpose
(ii) by hand to that other person or
(iii) by hand or by post to an address specified in section 825 and
(c) the document or information is sent or supplied in a form and by a means that in the company’s reasonable opinion will enable the recipient—
(i) to read the document or information or to the extent that it consists of images to see the document or information with the naked eye or with the eye with suitable corrective lens and
(ii) to retain a copy of the document or information
(4) That other person has not revoked the agreement for the purposes of subsection (3)(a) unless the person has given the company a notice of revocation of not less than the period specified in section 822
(5) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated the document or information is sufficiently authenticated if—
(a) the company’s identity is confirmed in a manner specified by that other person or
(b) where no manner has been specified the communication contains or is accompanied by a statement of the company’s identity and that other person has no reason to doubt the truth of the statement
(6) If the document or information is sent or supplied by a person on behalf of the company to another company subsection (5) does not affect any provision of that other company’s articles under which that other company may require reasonable evidence of the person’s authority to act on behalf of the company for which the document or information is sent or supplied
(7) If the document or information is sent or supplied to that other person for the purposes of an applicable provision it is to be regarded as being received by that other person—
(a) where the document or information is sent or supplied by electronic means at the end of the period specified in section 823 after it is sent or supplied unless the contrary is proved
(b) where the document or information is sent or supplied by post at the time specified in section 824 unless the contrary is proved or
(c) where the document or information is sent or supplied by hand at the time when the document or information is delivered
832 印形式通讯
(1) 公司印形式送交提供文件资料条适
(2) 关文件资料述方式送交提供该文件资料属适条文目关送交提供 ——
(a) 专送交提供予该
(b) 专邮递方式送交提供第825条指明址
(3) 批准关文件资料予认证适条文言规定关文件资料须予认证适条文言该文件资料关公司董事公司秘书签署目授权关公司高级员签署该文件资料属已获充分认证
(4) 关文件资料某代公司送交提供予公司该公司章程细中该公司求提供关该代首述公司行事权限合理证条文受第(3)款影响
(5) 关文件资料适条文目关送交提供 ——
(a) 该文件资料邮递方式送交提供非相反证明成立该文件资料须视作第824条指明时间该收
(b) 该文件资料专送交提供该文件资料须视作该文件资料送抵时该收
832 Communication in hard copy form
(1) This section applies if a document or information is sent or supplied in hard copy form by a company to another person
(2) The document or information is sent or supplied to that other person for the purposes of an applicable provision if the document or information is sent or supplied—
(a) by hand to that other person or
(b) by hand or by post to an address specified in section 825
(3) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated the document or information is sufficiently authenticated if it is signed by a director or company secretary of the company or by an officer of the company authorized for the purpose
(4) If the document or information is sent or supplied by a person on behalf of the company to another company subsection (3) does not affect any provision of that other company’s articles under which that other company may require reasonable evidence of the person’s authority to act on behalf of the company for which the document or information is sent or supplied
(5) If the document or information is sent or supplied to that other person for the purposes of an applicable provision it is to be regarded as being received by that other person—
(a) where the document or information is sent or supplied by post at the time specified in section 824 unless the contrary is proved or
(b) where the document or information is sent or supplied by hand at the time when the document or information is delivered
833 通网站作出通讯
(1) 第(2)款规定外公司网站提供文件资料方式送交提供文件资料条适
(2) 关文件资料公司成员公司送交提供条适
(3) 情况关文件资料属适条文目关送交提供 ——
(a) 该 ——
(i) 已般明确意关公司藉网站提供该文件资料方式该送交提供该文件资料根第(4)(5)款须视已予述意
(ii) 没撤销该项意
(b) 该公司合理意见该文件资料送交提供时形式送交提供方式接收者够 ——
(i) 肉眼辅适合矫正视力镜片情况阅读该文件资料(该文件资料影组成范围)观该文件资料
(ii) 保存该文件资料文
(c) 第(10)款规定外该公司已第(8)款指明事宜通知该
(d) 该公司已整段期间网站提供该文件资料 ——
(i) 该适条文指明期间
(ii) (该适条文没指明期间)(c)段指通知该送交日期起计28日期间
(4) 第(3)(a)(i)款言情况第(11)款规定外身关公司成员须视作已意该公司藉网站提供关文件资料方式该送交提供该文件资料 ——
(a) 该公司成员已议决该公司成员送交提供般文件资料该公司章程细载具效力条文
(b) 第(10)款规定外该公司已求该意该公司该送交提供般文件资料送交提供该文件资料送交该求日期起计28日该公司没收该求回应
(c) 第(10)款规定外 ——
(i) 该求清楚述明没该28日作出回应效果
(ii) 该求送交日期次(b)段目相相类文件资料该作出求12月
(5) 第(3)(a)(i)款言情况第(11)款规定外身关公司债权证持须视作已意该公司藉网站提供关文件资料方式该送交提供该文件资料 ——
(a) 设立该债权证文书载条文表明该公司相应债权证持送交提供般文件资料相应债权证持已该文书条文议决该公司该等相应债权证持送交提供般文件资料
(b) 第(10)款规定外该公司已求该意该公司该送交提供般文件资料送交提供该文件资料送交该求日期起计28日该公司没收该求回应
(c) 第(10)款规定外 ——
(i) 该求清楚述明没该28日作出回应效果
(ii) 该求送交日期次(b)段目相相类文件资料该作出求12月
(6) 第(3)(a)(ii)款言非关已关公司发出少第822条指明期间撤销通知否该没撤销关意
(7) 第(3)(c)款言关适条文指明须送交关通知时限限期须该时限前该限期送交该通知
(8) 施行第(3)(c)款指明事宜 ——
(a) 关文件资料出现网站
(b) (通知日期该文件资料没网站提供)该文件资料会提供日期
(c) 网站网址
(d) 网站处取览该文件资料
(e) 取览该文件资料
(9) 施行第(3)(d)款情况没整段该款述期间网站提供关文件资料须理会 ——
(a) 该期间部分时间该文件资料网站提供
(b) 没该期间提供该文件资料完全某情况理预期公司防止避免情况出现
(10) 情况第(3)(c)(4)(b)(c)(5)(b)(c)款适 ——
(a) 关 ——
(i) 公司 ——
(A) 关没第831(3)(a)(i)条目意关文件资料电子形式送交提供予该
(B) 关没第831(3)(b)(i)(A)条目指明关文件资料送交提供予该址
(ii) 公司该没意指明址根条例条文视已意指明址
(b) 公司已采印形式该文件资料邮递方式送交提供该邮寄址第832(2)(b)条目指明址邮政局法派递该址理退回该印
(11) 第(4)(5)款言情况某视作已意关公司藉网站提供关文件资料方式该送交提供该文件资料 ——
(a) (第(4)款言非第(4)(b)款第(10)款适)该证明没收第(4)(b)款指求
(b) (第(5)款言非第(5)(b)款第(10)款适)该证明没收第(5)(b)款指求
(12) 关文件资料适条文目关送交提供 ——
(a) 该文件资料须视作日期(较迟者准)送交提供 ——
(i) 该文件资料首次网站提供日期
(ii) 第(3)(c)款指通知送交日期
(b) 该文件资料须视作该时间(较迟者准)第823条指明期间终结时收 ——
(i) 该文件资料首次网站提供时
(ii) 该收第(3)(c)款指通知时
(13) 条中 ——
相应债权证持 (equivalent debenture holders)获公司送交提供文件资料言指该公司债权证持中目排序均该相
833 Communication by means of website
(1) Subject to subsection (2) this section applies if a document or information is sent or supplied by a company to another person by making it available on a website
(2) This section does not apply if the document or information is sent or supplied by a member of a company to the company
(3) The document or information is sent or supplied to that other person for the purposes of an applicable provision if—
(a) that other person—
(i) has agreed generally or specifically that the document or information may be sent or supplied by the company to the person by making it available on a website or is to be regarded under subsection (4) or (5) as having so agreed and
(ii) has not revoked the agreement
(b) the document or information is sent or supplied in a form and by a means that in the company’s reasonable opinion will enable the recipient—
(i) to read the document or information or to the extent that it consists of images to see the document or information with the naked eye or with the eye with suitable corrective lens and
(ii) to retain a copy of the document or information
(c) subject to subsection (10) the company has notified that other person of the matters specified in subsection (8) and
(d) the company has made the document or information available on the website throughout—
(i) the period specified by the applicable provision or
(ii) where no period is specified the period of 28 days beginning on the date on which the notification under paragraph (c) is sent to that other person
(4) For the purposes of subsection (3)(a)(i) a person who is a member of the company is subject to subsection (11) to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if—
(a) the company’s members have resolved or the company’s articles contain a provision to the effect that documents or information generally may be so sent or supplied by the company to its members
(b) subject to subsection (10) the company has individually requested the person to agree that documents or information generally or the document or information may be so sent or supplied by the company to the person and has not received a response to the request within 28 days beginning on the date on which the request was sent and
(c) subject to subsection (10) the request—
(i) stated clearly the effect of a failure to respond within those 28 days and
(ii) was sent at least 12 months after any prior request made to the person for the purposes of paragraph (b) in respect of the same or a similar class of documents or information
(5) For the purposes of subsection (3)(a)(i) a person who is a debenture holder of the company is subject to subsection (11) to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if—
(a) the instrument creating the debenture contains a provision to the effect or the equivalent debenture holders have resolved in accordance with the provisions of that instrument that documents or information generally may be so sent or supplied by the company to those holders
(b) subject to subsection (10) the company has individually requested the person to agree that documents or information generally or the document or information may be so sent or supplied by the company to the person and has not received a response to the request within 28 days beginning on the date on which the request was sent and
(c) subject to subsection (10) the request—
(i) stated clearly the effect of a failure to respond within those 28 days and
(ii) was sent at least 12 months after any prior request made to the person for the purposes of paragraph (b) in respect of the same or a similar class of documents or information
(6) That other person has not revoked the agreement for the purposes of subsection (3)(a)(ii) unless the person has given the company a notice of revocation of not less than the period specified in section 822
(7) For the purposes of subsection (3)(c) if the applicable provision specifies the time by which or the period within which the notification is to be sent the notification must be sent by that time or within that period
(8) The matters specified for the purposes of subsection (3)(c) are—
(a) the presence of the document or information on the website
(b) if the document or information is not available on the website on the date of the notification the date on which it will be so available
(c) the address of the website
(d) the place on the website where the document or information may be accessed and
(e) how to access the document or information
(9) For the purposes of subsection (3)(d) a failure to make a document or information available on a website throughout the period mentioned in that subsection is to be disregarded if—
(a) the document or information is made available on the website for part of that period and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid
(10) Subsections (3)(c) (4)(b) and (c) and (5)(b) and (c) do not apply if—
(a) that other person—
(i) where that other person is not a company—
(A) has not agreed that the document or information may be sent or supplied to the person in electronic form for the purposes of section 831(3)(a)(i) or
(B) has not specified an address to which the document or information may be sent or supplied to the person for the purposes of section 831(3)(b)(i)(A) or
(ii) where that other person is a company has not so agreed or specified or is not regarded under a provision of this Ordinance as having so agreed or specified and
(b) any document or information has been sent or supplied in hard copy form by the company to that other person by post to an address specified for the purposes of section 832(2)(b) and it has been returned by the post office as undeliverable at the address
(11) For the purposes of subsections (4) and (5) a person is not to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if—
(a) in the case of subsection (4) except where subsection (4)(b) does not apply by virtue of subsection (10) it is proved that the person has not received the request under subsection (4)(b) or
(b) in the case of subsection (5) except where subsection (5)(b) does not apply by virtue of subsection (10) it is proved that the person has not received the request under subsection (5)(b)
(12) If the document or information is sent or supplied to that other person for the purposes of an applicable provision—
(a) it is to be regarded as being sent or supplied on whichever is the later of the following—
(i) the date on which the document or information is first made available on the website
(ii) the date on which a notification under subsection (3)(c) is sent and
(b) it is to be regarded as being received by that other person at the end of the period specified in section 823 after whichever is the later of the following—
(i) the time when the document or information is first made available on the website
(ii) the time when that other person receives a notification under subsection (3)(c)
(13) In this section—
equivalent debenture holders (相应债权证持) in relation to a person to whom a document or information is sent or supplied by a company means the debenture holders of the company ranking equally for all purposes with the person
834 形式通讯
(1) 公司非电子印形式非网站提供文件资料方式送交提供文件资料条适
(2) 关文件资料关意形式方式送交提供该文件资料属适条文目该送交提供
834 Communication in other forms
(1) This section applies if a document or information is sent or supplied by a company to another person otherwise than in electronic or hard copy form or by making it available on a website
(2) The document or information is sent or supplied to that other person for the purposes of an applicable provision if the document or information is sent or supplied in a form or manner that has been agreed by that other person
835 股份债权证联名持
(1) 情况条适 ——
(a) 条例条文批准规定公司股份债权证持送交提供某文件资料
(b) 某文件资料规定须送交予股份债权证联名持
(2) 公司章程细规定外关文件资料士送交提供该文件资料属关条文目联名持送交提供 ——
(a) 名联名持
(b) 该公司成员登记册债权证持登记册排名前持
(3) 公司章程细规定外持分部目意指明事宜须联名持意指明
835 Joint holders of shares or debentures
(1) This section applies if—
(a) a provision of this Ordinance authorizes or requires a document or information to be sent or supplied by a company to the holders of its shares or debentures and
(b) a document or information is required to be sent to joint holders of the shares or debentures
(2) Subject to anything in the company’s articles the document or information is sent or supplied to the joint holders for the purposes of the provision if the document or information is sent or supplied to—
(a) each of the joint holders or
(b) the holder whose name appears first in the company’s register of members or register of debenture holders
(3) Subject to anything in the company’s articles anything to be agreed or specified by the holders for the purposes of this Division must be agreed or specified by all the joint holders
836 股份持世破产
(1) 情况条适 ——
(a) 条例条文批准规定公司股份持送交提供某文件资料
(b) 持述股份已世破产
(2) 公司章程细规定外关文件资料述方式送交提供该文件资料属关条文目关持送交提供 ——
(a) 声称述世破产事件享关股份目提供香港址该姓名名称死者代理破产受讬称号类似称谓作收件该文件资料送交提供予该
(b) 该提供述址前述世破产事件未发生前送交提供该文件资料方式送交提供
836 Death or bankruptcy of holder of shares
(1) This section applies if—
(a) a provision of this Ordinance authorizes or requires a document or information to be sent or supplied by a company to the holders of its shares and
(b) a holder of the shares is dead or bankrupt
(2) Subject to anything in the company’s articles the document or information is sent or supplied to that holder for the purposes of the provision if the document or information—
(a) is sent or supplied to the persons claiming to be entitled to the shares in consequence of the death or bankruptcy by name or by the title of representatives of the deceased or trustee of the bankrupt or by any like description at the address within Hong Kong supplied for the purpose by the persons so claiming or
(b) until such an address has been so supplied is sent or supplied in any manner in which it might have been sent or supplied if the death or bankruptcy had not occurred
837 成员债权证持求印
(1A) 文件资料根条例公司(清盘杂项条文)条例(第32章)批准规定公司送交提供予成员债权证持条适 (2018年第35号第83条增补)
(1) 公司成员债权证持该公司收属印形式文件资料收该文件资料日期28日求该公司印形式送交提供该文件资料
(2) 公司须时间印形式免费关成员持送交提供关文件资料 ——
(a) 收关求日期21日
(b) (该文件资料求该成员持某日期日前采取某行动)收该求日期7日
(3) 公司违反第(2)款该公司名责均属犯罪处第3级罚款
___________
837 Member or debenture holder may require hard copy
(1A) This section applies if a document or information is authorized or required to be sent or supplied by a company to a member or debenture holder under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (Added 35 of 2018 s 83)
(1) A member or debenture holder of a company may within 28 days after the date of receiving from the company a document or information otherwise than in hard copy form request the company to send or supply to the member or holder the document or information in hard copy form
(2) The company must send or supply to the member or holder the document or information in hard copy form free of charge—
(a) within 21 days after the date of receiving the request or
(b) if the document or information requires an action to be taken by the member or holder within 7 days after the date of receiving the request
(3) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
___________
第19部
Part 19
调查查讯
(格式变更——2013年第1号编辑修订纪录)
Investigations and Enquiries
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
838 释义
(1) 部中 ——
文件 (document)指 ——
(a) 注册纪录册登记册簿册纪录带
(b) 资讯系统输入资讯系统输出(属形式)
(c) 文件类似材料(机械电子磁力光学手方式制作)
代理 (agent)公司言包括 ——
(a) 银行律师
(b) 受该公司聘核数师该否该公司高级员
纪录 (record)指种方式编纂贮存资料纪录包括 ——
(a) 簿册契合约协议单收
(b) 资讯系统资讯系统制作文件材料
(c) 非阅读形式记录够该形式重现资料
(d) 载声音非视觉影数该等声音数够重播重现(否藉设备辅助)文件纪录碟纪录带声轨器件
(e) 载视觉影该等影够重现(否藉设备辅助) 影片(包括微缩影片)纪录碟录影带器件
高级员 (officer)法团体言指董事理公司秘书参理
资料 (information)包括 ——
(a) 数文字影声音编码电脑程式软件数库
(b) (a)段述项组合
认机构 (authorized institution)具银行业条例(第155章)第2(1)条予该词涵义
审查员 (inspector)指 ——
(a) 根第840841条获委调查某公司事务
(b) 根第853条获委继续调查
获转授 (delegate)——
(a) 审查员言指已根第850(1)条获转授该审查员权力
(b) 财政司司长言指已根第870条获转授财政司司长权力
(c) 处长言指已根第874条获转授处长权力公职员
簿册 (books)包括种方式编纂贮存否阅读形式记录帐目会计资料
(2) 部言 ——
(a) 某法团体某公司属公司集团成员
(b) 该法团体该公司实质控制
该法团体属该公司联系法团体
838 Interpretation
(1) In this Part—
agent (代理) in relation to a company includes—
(a) a banker or solicitor of the company and
(b) a person whether an officer of the company or not who is engaged as an auditor of the company
authorized institution (认机构) has the meaning given by section 2(1) of the Banking Ordinance (Cap 155)
books (簿册) includes accounts and accounting information however compiled or stored and whether or not recorded in a legible form
delegate (获转授) —
(a) in relation to an inspector means a person to whom the inspector has delegated any power under section 850(1)
(b) in relation to the Financial Secretary means a person to whom the Financial Secretary has delegated any power under section 870
(c) in relation to the Registrar means a public officer to whom the Registrar has delegated any power under section 874
document (文件) means—
(a) any register books or tape recording
(b) any input or output in whatever form into or from an information system and
(c) any other document or similar material (whether produced mechanically electronically magnetically optically manually or by any other means)
information (资料) includes—
(a) data text images sound codes computer programmes software and databases and
(b) any combination of the things mentioned in paragraph (a)
inspector (审查员) means—
(a) a person appointed under section 840 or 841 to investigate a company’s affairs or
(b) a person appointed under section 853 to continue an investigation
officer (高级员) in relation to a body corporate means a director manager or company secretary of or any other person involved in the management of the body corporate
record (纪录) means any record of information (however compiled or stored) and includes—
(a) any books deed contract agreement voucher and receipt
(b) any document or other material used with or produced by an information system
(c) any information that is recorded otherwise than in a legible form but is capable of being reproduced in a legible form
(d) any document disc tape sound track or other device in which sounds or other data (not being visual images) are embodied so as to be capable (with or without the aid of other equipment) of being reproduced and
(e) any film (including a microfilm) disc tape or other device in which visual images are embodied so as to be capable (with or without the aid of other equipment) of being reproduced
(2) For the purposes of this Part a body corporate is an associated body corporate of a company if—
(a) the body corporate and the company are members of the same group of companies or
(b) the body corporate and the company are substantially controlled by the same person
第2分部 —— 审查员调查公司事务
Division 2—Investigation of Company’s Affairs by Inspectors
第1次分部 —— 导言
Subdivision 1—Preliminary
839 释义
分部中 ——
中期报告 (interim report)指第855条述中期报告
公司 (company) ——
(a) 第840条中包括注册非香港公司
(b) 第841条中包括非香港公司
终报告 (final report)指第856条述终报告
调查 (investigation)指第840841条指某公司事务进行调查
(编辑修订——2013年第1号编辑修订纪录)
839 Interpretation
In this Division—
company (公司) —
(a) in section 840 includes a registered nonHong Kong company
(b) in section 841 includes a nonHong Kong company
final report (终报告) means the final report mentioned in section 856
interim report (中期报告) means the interim report mentioned in section 855
investigation (调查) means an investigation into a company’s affairs under section 840 or 841
第2次分部 —— 财政司司长委审查员调查公司事务
Subdivision 2—Appointment by Financial Secretary of Inspectors to Investigate Company’s Affairs
840 应公司成员申请委审查员
(1) 某公司已藉特决议宣布应调查事务财政司司长应该公司申请委进行该调查
(2) 关公司属 ——
(a) 股公司 ——
(i) 少100名成员提出申请
(ii) 持数少10已发行股份成员提出申请
(b) 股公司数少10名列成员登记册提出申请
财政司司长应申请委调查该公司事务
(3) 第(1)(2)款目提出申请须财政司司长求证作支持证明申请充分理求进行关调查
(4) 财政司司长非信纳委第(1)(2)款指调查某公司事务符合公众利益否作出该项委
(5) 财政司司长根第(1)(2)款作出委前求申请第(1)(2)款指委缴付调查开支提供项保证款额财政司司长指明者
840 Appointment of inspector on application by company or members
(1) The Financial Secretary may on application by a company appoint a person to investigate the company’s affairs if the company has by special resolution declared that the company’s affairs ought to be so investigated
(2) The Financial Secretary may also appoint a person to investigate a company’s affairs—
(a) for a company having a share capital on application by—
(i) at least 100 members or
(ii) members holding at least 10 of the shares issued or
(b) for a company not having a share capital on application by at least 10 in number of the persons on the company’s register of members
(3) An application for the purposes of subsection (1) or (2) must be supported by the evidence required by the Financial Secretary to show that the applicant has good reason for requesting the investigation
(4) The Financial Secretary must not appoint a person under subsection (1) or (2) to investigate a company’s affairs unless the Financial Secretary is satisfied that it is in the public interest to do so
(5) The Financial Secretary may before making an appointment under subsection (1) or (2) require an applicant for an appointment under subsection (1) or (2) to give security for the payment of the expenses of the investigation in an amount specified by the Financial Secretary
841 原讼法庭财政司司长动委审查员
(1) 原讼法庭藉命令宣布应调查某公司事务财政司司长须委进行该调查
(2) 财政司司长觉 ——
(a) 情况显示某公司欺诈非法目组成
(b) 情况显示 ——
(i) 该公司事务正公损害普遍成员某名某成员利益方式处理
(ii) 正出欺诈该公司债权债权意图处理该公司事务
(iii) 正欺诈非法目处理该公司事务
(c) 情况显示关涉该公司组成事务理该公司组成理方面该公司成员债权作出欺诈行失行行
委调查该公司事务
(3) 财政司司长非信纳委第(2)款指调查某公司事务符合公众利益否作出该项委
(4) 某公司正进行发清盘财政司司长根第(2)款委调查该公司事务
841 Appointment of inspector on Court’s or Financial Secretary’s initiative
(1) The Financial Secretary must appoint a person to investigate a company’s affairs if the Court by order declares that the company’s affairs ought to be so investigated
(2) The Financial Secretary may appoint a person to investigate a company’s affairs if it appears to the Financial Secretary that there are circumstances suggesting that—
(a) the company was formed for a fraudulent or unlawful purpose
(b) the company’s affairs are being or have been conducted—
(i) in a manner unfairly prejudicial to the interests of its members generally or of one or more members
(ii) with intent to defraud its creditors or the creditors of any other person or
(iii) for any other fraudulent or unlawful purpose or
(c) the persons concerned with the formation of the company or the management of its affairs have in relation to the formation or management engaged in fraud misfeasance or other misconduct towards it its members or its creditors
(3) The Financial Secretary must not appoint a person under subsection (2) to investigate a company’s affairs unless the Financial Secretary is satisfied that it is in the public interest to do so
(4) The Financial Secretary may appoint a person under subsection (2) to investigate a company’s affairs even though the company is in the course of being wound up voluntarily
842 审查员委通知须交付处长
(1) 根第840841条获委审查员须委通知交付处长登记
(2) 通知须关委作出日期15日交付处长须符合指明格式
842 Notice of appointment as inspector to be delivered to Registrar
(1) A person who is appointed as an inspector under section 840 or 841 must deliver a notice of the appointment to the Registrar for registration
(2) The notice must be delivered to the Registrar within 15 days after the date of the appointment and must be in the specified form
第3次分部 —— 财政司司长审查员作出指示权力
Subdivision 3—Financial Secretary’s Powers to Give Directions to Inspectors
843 财政司司长调查方面作出指示般权力
(1) 财政司司长调查方面审查员作出指示
(2) 财政司司长 ——
(a) 动根条作出指示
(b) 应审查员求根条作出指示
(3) 财政司司长更改撤销根条作出指示
843 General power of Financial Secretary to give directions regarding investigation
(1) The Financial Secretary may give directions to an inspector regarding an investigation
(2) The Financial Secretary may give directions under this section—
(a) on the Financial Secretary’s own initiative or
(b) at the request of the inspector
(3) The Financial Secretary may vary or revoke any directions given under this section
844 财政司司长调查标等方面作出指示
(1) 局限第843条原财政司司长事宜审查员作出指示 ——
(a) 关调查范围标(否藉参某公司指明范围运作某指明交易某指明期间方面订定)
(b) 审查员进行调查时须考虑考虑事宜
(c) 审查员进行调查时须采取采取步骤
(2) 局限第843条原财政司司长审查员作出指示求关调查中期报告终报告 ——
(a) 须载该审查员某指明事宜意见
(b) 提述某指明事宜
(c) 须符合某指明格式某指明方式提交
(d) 须某指明日期前完成
(3) 条中 ——
指明 (specified)指根条作出指示指明
844 Financial Secretary may give directions regarding subject matter of investigation etc
(1) Without limiting section 843 the Financial Secretary may give directions to an inspector with respect to any or all of the following—
(a) the terms or subject matter of the investigation (whether by reference to a specified area of a company’s operation a specified transaction a specified period of time or otherwise)
(b) the matters the inspector must take into account or must not take into account in conducting the investigation
(c) the steps the inspector must take or must not take in conducting the investigation
(2) Without limiting section 843 the Financial Secretary may also give directions to an inspector to require that the interim report or final report of the investigation—
(a) is to include the inspector’s opinion with respect to a specified matter
(b) is not to make reference to a specified matter
(c) is to be made in a specified form or manner or
(d) is to be completed by a specified date
(3) In this section—
specified (指明) means specified in directions given under this section
845 财政司司长指示终止暂停调查
(1) 局限第843条原财政司司长某调查完成前时间指示审查员 ——
(a) 终止该调查
(b) 财政司司长指明期间暂停该调查
(2) 审查员根第841(1)条获委非情况否财政司司长作出第(1)(a)款指指示 ——
(a) 财政司司长觉 ——
(i) 关调查程中调查事宜显示已犯香港法律订刑事罪行
(ii) 该等事宜已转介执法机关
(b) 原讼法庭批准作出该等指示
845 Financial Secretary may give directions to terminate or suspend investigation
(1) Without limiting section 843 the Financial Secretary may at any time before the completion of an investigation direct the inspector—
(a) to terminate the investigation or
(b) to suspend the investigation for a period as specified by the Financial Secretary
(2) If the inspector is appointed under section 841(1) the Financial Secretary must not give directions under subsection (1)(a) unless—
(a) it appears to the Financial Secretary that—
(i) matters have come to light in the course of the investigation which suggest that a criminal offence under the laws of Hong Kong has been committed and
(ii) those matters have been referred to a law enforcement agency or
(b) the giving of the directions is approved by the Court
第4次分部 —— 审查员权力
Subdivision 4—Inspectors’ Powers
846 审查员求交出纪录文件等
(1) 获委调查某公司事务审查员藉书面通知求第(2)款指明作出事情 ——
(a) 该通知指明时间该通知指明点交出该通知指明符合说明纪录文件 ——
(i) 攸关该调查攸关该调查
(ii) 该保控制
(b) 该审查员交出该纪录文件前采取合理步骤保存
(c) 该通知指明时间点面见该审查员宣誓宣誓情况回答该审查员该提出关受调查事宜问题
(d) 回答该通知指明关受调查事宜问题
(e) 审查员提供该理力提供该调查关连切协助
(2) 述 ——
(a) 关公司
(b) 该公司高级员前高级员
(c) 该公司代理前代理
(d) 该审查员基合理理相信符合说明 ——
(i) 包含相包含攸关关调查资料纪录文件
(ii) 方式该资料
(3) 审查员根第(1)款求认机构交出关客户事务纪录文件披露关该事务资料该审查员 ——
(a) 合理理相信该客户够提供攸关该调查资料
(b) 信纳该调查目交出该纪录文件披露该资料属必需书面证明事
限
(4) 第(1)(b)款中提述保存某纪录文件包括阻止某 ——
(a) 移离处置销毁该纪录文件
(b) 删增添方式更改载该纪录文件记项详情
(c) 方式干扰该纪录文件致准许干扰该纪录文件
(5) 施行第(1)(c)款审查员监誓
846 Inspector may require production of records and documents etc
(1) An inspector appointed to investigate a company’s affairs may by notice in writing require any of the persons specified in subsection (2) to do any or all of the following—
(a) produce within the time and at the place specified in the notice any record or document specified in the notice that—
(i) is or may be relevant to the investigation and
(ii) is in the person’s custody or power
(b) take all reasonable steps to preserve the record or document before it is produced to the inspector
(c) attend before the inspector at the time and place specified in the notice and answer any question whether on oath or otherwise relating to any matter under investigation that the inspector may raise with the person
(d) answer any question relating to any matter under investigation that is specified in the notice
(e) give the inspector all other assistance in connection with the investigation that the person is reasonably able to give
(2) The persons are—
(a) the company
(b) an officer or former officer of the company
(c) an agent or former agent of the company
(d) a person whom the inspector has reasonable grounds to believe—
(i) to be in possession of any record or document that contains or is likely to contain information relevant to the investigation or
(ii) otherwise to be in possession of that information
(3) An inspector must not require an authorized institution to produce any record or document or disclose any information relating to the affairs of a customer of the institution under subsection (1) unless—
(a) the inspector has reasonable grounds to believe that the customer may be able to provide information relevant to the investigation and
(b) the inspector is satisfied that the production or disclosure is necessary for the purposes of the investigation and so certifies in writing
(4) In subsection (1)(b) a reference to preserving a record or document includes preventing a person from—
(a) removing disposing of or destroying the record or document
(b) erasing adding to or altering in any other manner an entry or other particulars contained in the record or document or
(c) interfering in any other manner with or causing or permitting any other person to interfere with the record or document
(5) An inspector may administer an oath to any person for the purposes of subsection (1)(c)
847 审查员求交出董事帐目
(1) 获委调查某公司事务审查员合理理相信该公司董事前董事正维持维持第(2)款指明帐户该审查员藉书面通知求该董事前董事该审查员交出关该董事前董事控制帐户文件
(2) 述帐户关董事前董事银行接受存款公司类似财务机构(否香港方)维持类帐户(否单独联名维持)项目存入该帐户该帐户支出 ——
(a) 该董事席位获符合说明薪酬退休利益补偿：详情违反第383条情况未载列关该公司财政年度财务报表附注
(b) 惠该董事前董事贷款类似贷款惠该董事前董事交易获款项该等交易融资款项该贷款类似贷款款项详情违反第383条情况未载列关该公司财政年度财务报表附注
(c) 方式该董事前董事该公司成员行(否属欺诈性质)关连款项
847 Inspector may require production of director’s accounts
(1) If an inspector appointed to investigate a company’s affairs has reasonable grounds to believe that a director or former director of the company maintains or has maintained an account specified in subsection (2) the inspector may by notice in writing require the director or former director to produce to the inspector all documents relating to the account that are in the possession or under the control of the director or former director
(2) The account is one of whatever description maintained by the director or former director (whether alone or jointly with any other person) with a bank deposittaking company or similar financial institution (whether in Hong Kong or elsewhere) into or out of which there has been paid—
(a) any emolument retirement benefit or compensation in respect of the directorship particulars of which are not contained in the notes to the financial statements of the company for any financial year contrary to section 383
(b) any loan or quasiloan in favour of the director or former director or any money that has resulted from or has been used in the financing of any dealing in favour of the director or former director particulars of which are not contained in the notes to the financial statements of the company for any financial year contrary to section 383 or
(c) any money that has been in any way connected with any misconduct of the director or former director (whether fraudulent or not) towards the company or its members
848 第846847条补充条文：求解释等权力
(1) 遵根第846847条施加求交出某纪录文件审查员 ——
(a) 复制复印该纪录文件方式记录细节
(b) 藉书面通知求该该纪录文件提供资料解释
(2) 遵根第(1)款第846条施加求予回答提供资料解释审查员藉书面通知进步求该该进步求指明时间藉法定声明核实该项回答资料解释
(3) 没遵根第(1)款第846条施加求予回答提供资料解释理该项回答资料解释非该知悉非该审查员藉书面通知进步求该该进步求指明时间藉法定声明核实该项理事实
(4) 第(2)(3)款述法定声明审查员监理
848 Provisions supplementary to sections 846 and 847 powers to require explanation etc
(1) If a person produces a record or document in compliance with a requirement imposed under section 846 or 847 the inspector may—
(a) make copies or otherwise record the details of the record or document and
(b) by notice in writing require the person to provide any information or explanation in respect of the record or document
(2) If a person gives any answer or provides any information or explanation in compliance with a requirement imposed under subsection (1) or section 846 the inspector may by notice in writing further require the person to verify within the time specified in that further requirement the answer information or explanation by a statutory declaration
(3) If a person does not give any answer or provide any information or explanation in compliance with a requirement imposed under subsection (1) or section 846 for the reason that the answer information or explanation is not within the person’s knowledge or in the person’s possession the inspector may by notice in writing further require the person to verify within the time specified in that further requirement that reason and fact by a statutory declaration
(4) A statutory declaration mentioned in subsection (2) or (3) may be taken by the inspector
849 审查员联系法团体行权力
获委调查某公司事务审查员认该调查属必需该公司联系法团体行第846847848条指权力犹该等条文中提述公司提述联系法团体样
849 Inspector may exercise powers in relation to associated body corporate
If an inspector appointed to investigate a company’s affairs considers it necessary for the purposes of the investigation the inspector may also exercise any or all of the powers under sections 846 847 and 848 in relation to an associated body corporate of the company as if the references to a company in those sections were references to an associated body corporate
850 审查员转授权力
(1) 获委调查某公司事务审查员藉书面方式第846847848条赋予权力转授
(2) 审查员关公司联系法团体转授第(1)款指权力
(3) 2名2名审查员获委调查某公司事务中均行第(1)款指权力
850 Delegation of powers by inspector
(1) An inspector appointed to investigate a company’s affairs may delegate in writing any or all of the powers conferred under sections 846 847 and 848 to another person
(2) An inspector may delegate powers under subsection (1) in relation to the company or an associated body corporate of the company
(3) If 2 or more inspectors are appointed to investigate a company’s affairs the power under subsection (1) is exercisable by each of them
第5次分部 —— 审查员辞职罢免更换
Subdivision 5—Resignation Removal and Replacement of Inspectors
851 审查员辞职
审查员藉予财政司司长书面通知辞职
851 Resignation of inspector
An inspector may resign by notice in writing to the Financial Secretary
852 财政司司长撤销审查员委
财政司司长藉予审查员书面通知撤销该审查员委
852 Revocation of appointment of inspector by Financial Secretary
The Financial Secretary may revoke the appointment of an inspector by notice in writing to the inspector
853 代审查员委
(1) 某审查员世辞职某审查员委撤销财政司司长委继续关调查
(2) 分部(条外)言根第(1)款获委继续调查 ——
(a) 前审查员根分部某条文委情况须视根该条文委
(b) 受根分部前审查员作出未撤销指示规限
853 Appointment of replacement inspector
(1) If an inspector dies or resigns or an inspector’s appointment is revoked the Financial Secretary may appoint another person to continue the investigation
(2) For the purposes of this Division (except this section) a person appointed to continue an investigation under subsection (1)—
(a) is to be regarded as having been appointed under the provision of this Division under which the former inspector was appointed and
(b) is subject to any direction given to the former inspector under this Division that has not been revoked
854 前审查员须移交文件等
(1) 条 ——
(a) 财政司司长已根第845(1)(a)条审查员作出终止调查指示情况适该审查员
(b) 适 ——
(i) 已辞审查员
(ii) 属遭撤销委前审查员
(2) 述审查员士须述交出该审查员该已关调查程中取制成文件 ——
(a) 财政司司长
(b) 财政司司长指示 ——
(i) 根第853(1)条获委继续该调查
(ii) 第881(2)(a)(b)条提述
(3) 财政司司长指示述审查员述士须关调查获悉事宜告知述 ——
(a) 财政司司长
(b) 根第853(1)条获委继续该调查
(c) 第881(2)(a)(b)条提述
(4) 第(2)款述文件须财政司司长指示形式交出
854 Former inspector must hand over documents etc
(1) This section applies to—
(a) an inspector to whom the Financial Secretary has given a direction to terminate the investigation under section 845(1)(a) or
(b) a person—
(i) who has resigned as an inspector or
(ii) whose appointment as an inspector has been revoked
(2) The inspector or person must produce any document that the inspector or person has obtained or generated during the course of the investigation to—
(a) the Financial Secretary or
(b) if directed by the Financial Secretary—
(i) a person appointed to continue the investigation under section 853(1) or
(ii) a person referred to in section 881(2)(a) or (b)
(3) The inspector or person must also if directed by the Financial Secretary inform—
(a) the Financial Secretary
(b) a person appointed to continue the investigation under section 853(1) or
(c) a person referred to in section 881(2)(a) or (b)
of any matter that came to the inspector’s or person’s knowledge as a result of the investigation
(4) A document mentioned in subsection (2) must be produced in a form as directed by the Financial Secretary
第6次分部 —— 审查员报告
Subdivision 6—Reports by Inspectors
855 审查员提交中期报告等
(1) ——
(a) 财政司司长指示审查员须关调查拟备中期报告
(b) 审查员认拟备中期报告适时该调查拟备中期报告
(2) 根第845(1)(a)条作出指示指示审查员终止某调查财政司司长先前作出第(1)(a)款提述指示效
(3) 中期报告须财政司司长指示时间交付财政司司长财政司司长没指示中期报告须拟备段合理时间交付财政司司长
(4) 审查员须中期报告交付财政司司长段合理时间关该事实通知交付处长登记该通知须符合指明格式
(5) 否已拟备会拟备中期报告 ——
(a) 审查员进行调查程中时该审查员该调查获悉事宜告知财政司司长
(b) 财政司司长指示审查员须该审查员该调查获悉事宜告知财政司司长
855 Interim report to be made by inspector etc
(1) An inspector—
(a) must if directed by the Financial Secretary prepare an interim report on the investigation and
(b) may at any time prepare an interim report on the investigation if the inspector considers it appropriate to do so
(2) If an inspector is directed under section 845(1)(a) to terminate an investigation any direction previously given by the Financial Secretary referred to in subsection (1)(a) ceases to have effect
(3) An interim report must be delivered to the Financial Secretary within the time directed by the Financial Secretary or in the absence of directions within a reasonable time after it is prepared
(4) An inspector must within a reasonable time after the delivery of an interim report to the Financial Secretary deliver to the Registrar for registration a notice of that fact in the specified form
(5) Irrespective of whether an interim report has been or will be prepared an inspector—
(a) may at any time in the course of the investigation inform the Financial Secretary of any matter that comes to the inspector’s knowledge as a result of the investigation and
(b) must inform the Financial Secretary of any matter that comes to the inspector’s knowledge as a result of the investigation if directed to do so by the Financial Secretary
856 审查员提交终报告等
(1) 审查员须调查完成时该调查拟备终报告
(2) 接获第845(1)(a)条指指示终止调查审查员 ——
(a) 根第840(1)(2)841(2)条委该审查员接获财政司司长指示须该调查拟备终报告
(b) 根第841(1)条委该审查员接获原讼法庭指示须该调查拟备终报告
(3) 终报告须财政司司长指示时间交付财政司司长财政司司长没指示终报告须拟备段合理时间交付财政司司长
(4) 审查员须终报告交付财政司司长段合理时间关该事通知交付处长登记该通知须符合指明格式
856 Final report to be made by inspector etc
(1) An inspector must on the completion of the investigation prepare a final report on the investigation
(2) An inspector who is directed under section 845(1)(a) to terminate an investigation must still prepare a final report on the investigation if directed to do so—
(a) where the inspector is appointed under section 840(1) or (2) or 841(2) by the Financial Secretary or
(b) where the inspector is appointed under section 841(1) by the Court
(3) A final report must be delivered to the Financial Secretary within the time directed by the Financial Secretary or in the absence of directions within a reasonable time after it is prepared
(4) An inspector must within a reasonable time after the delivery of a final report to the Financial Secretary deliver to the Registrar for registration a notice of that fact in the specified form
857 中期报告终报告涵盖联系法团体事务
获委调查某公司事务审查员获转授已根第846847848条该公司联系法团体行权力该审查员认该法团体事务攸关关调查该审查员须中期报告终报告该法团体事务提交报告
857 Interim report or final report may cover affairs of associated body corporate
If an inspector appointed to investigate a company’s affairs or a delegate of the inspector has exercised any of the powers under section 846 847 or 848 in relation to an associated body corporate of the company the inspector must also report on the affairs of that body corporate in the interim report or final report so far as the inspector considers that the affairs of that body corporate are relevant to the investigation
858 审查员须报告送交受影响等
(1) 获委调查公司事务审查员认旦发表该调查中期报告终报告关报告部分该报告部分作出披露该报告点名便会该项发表披露蒙受利影响该审查员须该报告交付财政司司长前 ——
(a) 该送交该报告草稿报告草稿该部分
(b) 予该合理陈词机会
(2) 某审查员第(1)款指送交中期报告草稿终报告草稿草稿关部分前该审查员 ——
(a) 安排该报告草稿该报告草稿该部分段落掩盖涂
(b) 求该该报告草稿该报告草稿该部分保密
858 Inspector must send report to affected persons etc
(1) If in the opinion of an inspector appointed to investigate a company’s affairs any person named in an interim report or final report on the investigation would in the event of a publication or other disclosure of the report or any part of the report be adversely affected by the publication or disclosure the inspector must before delivering the report to the Financial Secretary—
(a) send the draft report or that part of the draft report to the person and
(b) give the person a reasonable opportunity to be heard
(2) Before an inspector sends a draft interim report or final report or part of the draft report to a person under subsection (1) the inspector may—
(a) cause any passages in the draft report or that part of the draft report to be concealed from view or to be obliterated and
(b) require the person to keep the draft report or that part of the draft report confidential
859 财政司司长须审查员报告送交原讼法庭存档
(1) 接获根第841(1)条委审查员中期报告终报告财政司司长须切实行范围快该报告文送交原讼法庭存档
(2) 财政司司长根第(1)款关文送交原讼法庭存档前指明取览该报告什期间受限制指明取览该报告受种形式限制
859 Financial Secretary to file copies of inspector’s report with Court
(1) As soon as practicable after receiving an interim report or final report from an inspector appointed under section 841(1) the Financial Secretary must file a copy of the report with the Court
(2) The Financial Secretary may before filing a copy of an interim report or final report with the Court under subsection (1) specify the period and manner in which access to the report is to be restricted
860 财政司司长审查员报告文送交关调查申请等
(1) 接获获委调查某公司事务审查员中期报告终报告财政司司长 ——
(a) 该报告文送交该公司注册办事处
(b) 提出请求情况收取订明费该报告文送交 ——
(i) 该公司成员(根第857条该公司联系法团体事务成该报告容)该法团体成员
(ii) 该公司法团体核数师
(iii) 作出该报告述行
(iv) 关调查申请
(v) (财政司司长觉财政利害关系受该报告处理事宜影响(该作该公司法团体债权投资者身分受影响)情况)该
(2) 中期报告终报告文送交第(1)款指前财政司司长 ——
(a) 安排该报告段落掩盖涂
(b) 求该该报告文保密
860 Financial Secretary may send copies of inspector’s report to applicants of investigation etc
(1) After receiving an interim report or final report from an inspector appointed to investigate a company’s affairs the Financial Secretary may—
(a) send a copy of the report to the company at its registered office or
(b) on request and on receipt of the prescribed fee send a copy of the report to—
(i) a member of the company or a member of its associated body corporate the affairs of which are reported in the report under section 857
(ii) the auditors of the company or body corporate
(iii) a person whose conduct is mentioned in the report
(iv) the applicant for the investigation or
(v) any other person whose financial interest appears to the Financial Secretary to be affected by the matters dealt with in the report whether as a creditor of the company or body corporate or a possible investor or otherwise
(2) Before sending a copy of an interim report or final report to any person under subsection (1) the Financial Secretary may—
(a) cause any passage in the report to be concealed from view or to be obliterated and
(b) require the person to keep the copy of the report confidential
861 发表审查员报告
(1) 中期报告终报告根分部交付财政司司长财政司司长该报告全部部分发表
(2) 根第(1)款发表中期报告终报告关报告部分财政司司长须切实行范围快该报告文该部分文交付处长登记
(3) 条中 ——
发表 (publish)包括分发提供传播
861 Publication of inspector’s report
(1) The Financial Secretary may publish either in whole or in part any interim report or final report delivered to the Financial Secretary under this Division
(2) The Financial Secretary must deliver to the Registrar for registration a copy of any interim report or final report or any part of an interim report or final report that is published under subsection (1) as soon as practicable after it is published
(3) In this section—
publish (发表) includes distribute make available and disseminate
862 审查员报告属证
法院进行民事法律程序(包括取消董事资格法律程序)中 ——
(a) 文件审查员拟备中期报告终报告文该报告部分文该审查员财政司司长核证该报告该部分真实文该文件交出接纳证需加证明
(b) 该文件根(a)段接纳证属关报告部分述事实证
862 Inspector’s report to be evidence
In any civil proceedings before a court (including proceedings for the disqualification of a director)—
(a) a document purporting to be a copy of an interim report or final report prepared by an inspector or a part of such a report and purporting to be certified by the inspector or the Financial Secretary as a true copy of the report or part is admissible in evidence on its production without further proof and
(b) on being admitted in evidence under paragraph (a) the document is evidence of the facts stated in the report or that part of the report
第7次分部 —— 杂项条文
Subdivision 7—Miscellaneous
863 没遵第4次分部等指求等罪行
(1) 合理辩解没遵根第4次分部该施加求属犯罪
(2) 出诈骗意图没遵根第4次分部该施加求属犯罪
(3) 公司高级员雇员法团体高级员雇员出诈骗意图致容许该公司法团体没遵根第4次分部该公司法团体施加求属犯罪
(4) ——
(a) 作出作充作遵根第4次分部该施加求 ——
(i) 交出项属虚假具误导性纪录文件
(ii) 提供项属虚假具误导性资料解释
(iii) 说出项属虚假具误导性言词作出项属虚假具误导性陈述
(b) 知道该纪录文件资料解释言词陈述项属虚假具误导性罔顾该纪录文件资料解释言词陈述否项属虚假具误导性
属犯罪
(5) 出诈骗意图 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
(c) 说出项属虚假具误导性言词作出项属虚假具误导性陈述
充作遵根第4次分部该施加求属犯罪
(6) 公司高级员雇员法团体高级员雇员出诈骗意图致容许该公司法团体 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
(c) 说出项属虚假具误导性言词作出项属虚假具误导性陈述
充作遵根第4次分部该公司法团体施加求属犯罪
(7) 仅遵根第4次分部该施加求会导致该入罪理获免遵该项求
(8) 条例规定情况根第(1)(2)(3)(4)(5)(6)款行针提起刑事法律程序 ——
(a) 已第864(2)(b)条目行针该提起法律程序
(b) 该等法律程序然决提起该等法律程序第864(2)(b)条目行次合法针该提起法律程序
(9) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款200000监禁年
(b) 循简易程序定罪处第5级罚款监禁6月
(10) 犯第(2)(3)(5)(6)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁7年
(b) 循简易程序定罪处第6级罚款监禁6月
(11) 犯第(4)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
863 Offences for failing to comply with requirements under Subdivision 4 etc
(1) A person commits an offence if the person without reasonable excuse fails to comply with any requirement imposed on the person under Subdivision 4
(2) A person commits an offence if the person with intent to defraud fails to comply with any requirement imposed on the person under Subdivision 4
(3) An officer or employee of a company or body corporate on which a requirement is imposed under Subdivision 4 commits an offence if the officer or employee with intent to defraud causes or allows the company or body corporate to fail to comply with the requirement
(4) A person commits an offence if the person—
(a) in purported compliance with a requirement imposed on the person under Subdivision 4—
(i) produces any record or document that is false or misleading in a material particular
(ii) provides any information or explanation that is false or misleading in a material particular or
(iii) says or states anything that is false or misleading in a material particular and
(b) knows that or is reckless as to whether or not the record or document the information or explanation or the thing said or stated is false or misleading in a material particular
(5) A person commits an offence if the person with intent to defraud in purported compliance with a requirement imposed on the person under Subdivision 4—
(a) produces any record or document that is false or misleading in a material particular
(b) provides any information or explanation that is false or misleading in a material particular or
(c) says or states anything that is false or misleading in a material particular
(6) An officer or employee of a company or body corporate on which a requirement is imposed under Subdivision 4 commits an offence if the officer or employee with intent to defraud causes or allows the company or body corporate to in purported compliance with the requirement—
(a) produce any record or document that is false or misleading in a material particular
(b) provide any information or explanation that is false or misleading in a material particular or
(c) say or state anything that is false or misleading in a material particular
(7) A person is not excused from complying with a requirement imposed on the person under Subdivision 4 only on the ground that to do so might tend to incriminate the person
(8) Despite anything in this Ordinance no criminal proceedings may be instituted against a person under subsection (1) (2) (3) (4) (5) or (6) in respect of any conduct if—
(a) proceedings have previously been instituted against the person for the purposes of section 864(2)(b) in respect of the same conduct and
(b) those proceedings remain pending or by reason of the previous institution of those proceedings no proceedings may again be lawfully instituted against the person for the purposes of section 864(2)(b) in respect of the same conduct
(9) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 200000 and to imprisonment for one year or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(10) A person who commits an offence under subsection (2) (3) (5) or (6) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 7 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
(11) A person who commits an offence under subsection (4) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
864 审查员原讼法庭申请没遵第4次分部求事进行研讯
(1) 没遵根第4次分部该施加求审查员藉原诉传票原讼法庭申请没遵该项求事进行研讯
(2) 原讼法庭信纳关合理辩解没遵关求作出中项全部两项命令 ——
(a) 命令该原讼法庭指明限期遵该项求
(b) 惩罚该明知牵涉入该没遵求事惩罚方式犹该(适话)该犯藐视法庭罪样
(3) 条例规定情况第(2)(b)款目行针提起法律程序 ——
(a) 已根第863(1)(2)(3)(4)(5)(6)条行针该提起刑事法律程序
(b) 该等刑事法律程序然决提起该等刑事法律程序根第863(1)(2)(3)(4)(5)(6)条行次合法针该提起刑事法律程序
864 Inspector may apply to Court to inquire into failure to comply with requirements under Subdivision 4
(1) If a person fails to comply with a requirement imposed on the person under Subdivision 4 the inspector may by originating summons apply to the Court for an inquiry into the failure
(2) The Court may if it is satisfied that the person has without reasonable excuse failed to comply with the requirement do any or all of the following—
(a) order the person to comply with the requirement within the period specified by the Court
(b) punish the person and any other person knowingly involved in the failure in the same manner as if the person and if applicable that other person had been guilty of contempt of court
(3) Despite anything in this Ordinance no proceedings may be instituted against a person for the purposes of subsection (2)(b) in respect of any conduct if—
(a) criminal proceedings have previously been instituted against the person under section 863(1) (2) (3) (4) (5) or (6) in respect of the same conduct and
(b) those criminal proceedings remain pending or by reason of the previous institution of those criminal proceedings no criminal proceedings may again be lawfully instituted against the person under section 863(1) (2) (3) (4) (5) or (6) in respect of the same conduct
865 导致入罪证法律程序中
(1) 某审查员获转授求某(求象)根第4次分部问题予回答求某(求象)交出纪录文件提供资料解释须确保求象已事先获告知提示第(2)款该审查员获转授该项求求象予该项回答提供该资料解释获接受证限制
(2) 条例规定第(3)款指明条件获符合情况审查员获转授关求求象予回答提供资料解释刑事法律程序中接纳针求象证求象该项回答资料解释控犯中项罪行 ——
(a) 第863(4)(5)(6)条订罪行
(b) 刑事罪行条例(第200章)第V部订罪行
(c) 作假证供罪
该项罪行进行法律程序属例外
(3) 述条件 ——
(a) 关回答资料解释会导致求象入罪
(b) 求象予该项回答提供该资料解释前声称
865 Use of incriminating evidence in proceedings
(1) If an inspector or a delegate of an inspector requires a person under Subdivision 4 to give an answer to any question or to provide any information or explanation in respect of any record or document produced the inspector or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the inspector’s or delegate’s requirement and of the answer given or information or explanation provided by the person
(2) Despite anything in this Ordinance if the conditions specified in subsection (3) are satisfied the inspector’s or delegate’s requirement and the answer given or information or explanation provided by the person are not admissible in evidence against the person in criminal proceedings other than those in which the person is charged with an offence in respect of the answer information or explanation—
(a) under section 863(4) (5) or (6)
(b) under Part V of the Crimes Ordinance (Cap 200) or
(c) for perjury
(3) The conditions are—
(a) that the answer information or explanation might tend to incriminate the person and
(b) that the person so claims before giving the answer or providing the information or explanation
866 调查开支
(1) 项调查需开支须政府般收入中先行拨款支付第(2)款述须该款述范围负政府偿该等开支法律责
(2) 述负法律责范围 ——
(a) 某调查结果项罪行提起检控中法院定罪该须法院命令范围负政府偿该调查开支法律责
(b) 审查员根第840841(1)条获委进行该调查中期报告终报告处理法团体须财政司司长指示范围负政府偿该调查开支法律责
(c) 审查员应某公司成员申请根第840条获委进行该调查该公司该等成员须财政司司长指示范围负政府偿该调查开支责
(3) 根第(2)款某段作出某命令指示时法院财政司司长(视属情况定)命令指示根该段负法律责2名2名士政府偿该命令指示关开支负法律责负法律责
(4) 根第(2)款(a)段作出项关某法律责范围命令时法院进步命令该法律责根该款(b)(c)段负法律责该作弥偿
(5) 根第840841(1)条获委进行调查审查员认合适该调查中期报告终报告中载列项关第(2)款(a)(b)(c)段提述该调查中需缴付关开支范围建议
(6) 财政司司长指示审查员须关调查中期报告终报告中载列第(5)款述建议
(7) 第(5)(6)款指审查员建议 ——
(a) 第(2)款(a)段提述作出该建议 ——
(i) 该定罪前法院披露
(ii) 法院具约束力
(b) 第(2)款(b)(c)段提述作出该建议财政司司长具约束力
(8) 条言项调查开支包括 ——
(a) 该调查附带引起合理开支
(b) 财政司司长厘定政府般员工开支办公室开支合理款额财政司司长厘定审查员保险费合理款额
(9) 根第(2)款须政府偿款额作欠政府民事债项予追讨
866 Expenses of investigation
(1) The expenses of an investigation are to be defrayed in the first instance out of the general revenue but the persons mentioned in subsection (2) are liable to repay the expenses to the Government to the extent mentioned in that subsection
(2) Those persons and the extent of their liability are as follows—
(a) if on a prosecution for an offence instituted as a result of the investigation a person is convicted of the offence by the court the person is liable to repay the expenses to the Government to the extent ordered by the court
(b) if the inspector who conducted the investigation was appointed under section 840 or 841(1) any body corporate dealt with by the interim report or final report is liable to repay the expenses to the Government to the extent directed by the Financial Secretary
(c) if the inspector who conducted the investigation was appointed under section 840 on application by a company or members of a company the company or any of those members who made the application are liable to repay the expenses to the Government to the extent directed by the Financial Secretary
(3) When making an order or giving directions under a paragraph of subsection (2) the court or the Financial Secretary (as the case may be) may order or direct that 2 or more persons liable under that paragraph are to be jointly liable or jointly and severally liable for any of the expenses ordered or directed to be repaid to the Government
(4) On making an order on the extent of a person’s liability under paragraph (a) of subsection (2) the court may further order that the person is also liable to indemnify another person against any liability to which that other person may be subject under paragraph (b) or (c) of that subsection
(5) If the inspector who conducted the investigation was appointed under section 840 or 841(1) the interim report or final report of the investigation may if the inspector thinks fit include a recommendation as to the extent to which the expenses of the investigation should be repaid by a person referred to in paragraph (a) (b) or (c) of subsection (2)
(6) An inspector must include a recommendation mentioned in subsection (5) in the interim report or final report of the investigation if so directed by the Financial Secretary
(7) The recommendation of an inspector under subsection (5) or (6)—
(a) in relation to a person referred to in paragraph (a) of subsection (2)—
(i) must not be disclosed to the court until after the person has been convicted and
(ii) does not bind the court and
(b) in relation to a person referred to in paragraph (b) or (c) of subsection (2) does not bind the Financial Secretary
(8) For the purposes of this section the expenses of an investigation include—
(a) reasonable expenses incidental to the investigation and
(b) such reasonable sums for general staff costs and overhead expenses of the Government and for the cost of insurance for the inspector as are determined by the Financial Secretary
(9) An amount that is repayable to the Government under subsection (2) is recoverable as a civil debt due to the Government
第3分部 —— 财政司司长查讯公司事务
Division 3—Enquiry into Company’s Affairs by Financial Secretary
867 释义
分部中 ——
公司 (company) ——
(a) 第868(a)条中包括注册非香港公司
(b) 第868(b)条中包括非香港公司
867 Interpretation
In this Division—
company (公司) —
(a) in section 868(a) includes a registered nonHong Kong company
(b) in section 868(b) includes a nonHong Kong company
868 财政司司长种情况公司事务进行查讯
情况财政司司长公司事务进行查讯 ——
(a) 财政司司长认行事会协助财政司司长决定否根第840(2)条委审查员
(b) 财政司司长觉充分理行事
868 Circumstances under which Financial Secretary may enquire into company’s affairs
The Financial Secretary may enquire into a company’s affairs if—
(a) the Financial Secretary considers that doing so would assist the Financial Secretary in deciding whether to appoint an inspector under section 840(2) or
(b) it appears to the Financial Secretary that there is a good reason for doing so
869 财政司司长求交出纪录文件等
(1) 根第868条某公司事务进行查讯财政司司长认某纪录文件攸关攸关该查讯财政司司长藉书面通知求述该通知指明时间该通知指明点交出该纪录文件 ——
(a) 该公司
(b) 财政司司长觉正该纪录文件
(2) 某公司某遵根第(1)款施加求交出某纪录文件财政司司长 ——
(a) 复制复印该纪录文件方式记录细节
(b) 藉书面通知求该公司高级员前高级员该该纪录文件提交资料解释
(3) 财政司司长根第(1)(2)款求认机构交出关客户事务纪录文件披露关该事务资料财政司司长 ——
(a) 合理理相信该客户够提供攸关该查讯资料
(b) 信纳该查讯目交出该纪录文件披露该资料属必需书面证明事
限
(4) 认机构遵根第(1)款施加求交出关顾客事务纪录文件财政司司长求该顾客该纪录文件提供资料解释
(5) 某公司某没遵根第(1)款施加求交出某纪录文件财政司司长藉书面通知求该公司该知信说明该纪录文件处
869 Financial Secretary may require production of records and documents etc
(1) For the purpose of enquiring into a company’s affairs under section 868 if the Financial Secretary considers that a record or document is or may be relevant to the enquiry the Financial Secretary may by notice in writing require—
(a) the company or
(b) any other person who appears to the Financial Secretary to be in possession of the record or document
to produce the record or document within the time and at the place specified in the notice
(2) If a company or a person produces a record or document in compliance with a requirement imposed under subsection (1) the Financial Secretary may—
(a) make copies or otherwise record the details of the record or document and
(b) by notice in writing require an officer or former officer of the company or the person to provide any information or explanation in respect of the record or document
(3) The Financial Secretary must not require an authorized institution to produce any record or document or disclose any information relating to the affairs of a customer of the institution under subsection (1) or (2) unless—
(a) the Financial Secretary has reasonable grounds to believe that the customer may be able to provide information relevant to the enquiry and
(b) the Financial Secretary is satisfied that the production or disclosure is necessary for the purposes of the enquiry and so certifies in writing
(4) If an authorized institution produces a record or document relating to the affairs of its customer in compliance with a requirement imposed under subsection (1) the Financial Secretary may also require that customer to provide any information or explanation in respect of the record or document
(5) If a company or a person does not produce a record or document in compliance with a requirement imposed under subsection (1) the Financial Secretary may by notice in writing require the company or person to state to the best of the company’s or person’s knowledge and belief where the record or document is
870 财政司司长转授第869条指权力
财政司司长藉书面方式第869条赋予权力转授予
870 Financial Secretary may delegate powers under section 869
The Financial Secretary may delegate in writing any or all of the powers conferred under section 869 to another person
871 没遵第869条指求等罪行
(1) 合理辩解没遵根第869条该施加求属犯罪
(2) 出诈骗意图没遵根第869条该施加求属犯罪
(3) 公司高级员雇员出诈骗意图致容许该公司没遵根第869条该公司施加求属犯罪
(4) ——
(a) 作出作充作遵根第869条该施加求 ——
(i) 交出项属虚假具误导性纪录文件
(ii) 提供项属虚假具误导性资料解释
(b) 知道该纪录文件资料解释项属虚假具误导性罔顾该纪录文件资料解释否项属虚假具误导性
属犯罪
(5) 出诈骗意图 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
充作遵根第869条该施加求属犯罪
(6) 公司高级员雇员出诈骗意图致容许该公司 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
充作遵根第869条该公司施加求属犯罪
(7) 仅遵根第869条该施加求会导致该入罪理获免遵该项求
(8) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款200000监禁年
(b) 循简易程序定罪处第5级罚款监禁6月
(9) 犯第(2)(3)(5)(6)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁7年
(b) 循简易程序定罪处第6级罚款监禁6月
(10) 犯第(4)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
871 Offences for failing to comply with requirements under section 869 etc
(1) A person commits an offence if the person without reasonable excuse fails to comply with any requirement imposed on the person under section 869
(2) A person commits an offence if the person with intent to defraud fails to comply with any requirement imposed on the person under section 869
(3) An officer or employee of a company on which a requirement is imposed under section 869 commits an offence if the officer or employee with intent to defraud causes or allows the company to fail to comply with the requirement
(4) A person commits an offence if the person—
(a) in purported compliance with a requirement imposed on the person under section 869—
(i) produces any record or document that is false or misleading in a material particular or
(ii) provides any information or explanation that is false or misleading in a material particular and
(b) knows that or is reckless as to whether or not the record or document or the information or explanation is false or misleading in a material particular
(5) A person commits an offence if the person with intent to defraud in purported compliance with a requirement imposed on the person under section 869—
(a) produces any record or document that is false or misleading in a material particular or
(b) provides any information or explanation that is false or misleading in a material particular
(6) An officer or employee of a company on which a requirement is imposed under section 869 commits an offence if the officer or employee with intent to defraud causes or allows the company to in purported compliance with the requirement—
(a) produce any record or document that is false or misleading in a material particular or
(b) provide any information or explanation that is false or misleading in a material particular
(7) A person is not excused from complying with a requirement imposed on the person under section 869 only on the ground that to do so might tend to incriminate the person
(8) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 200000 and to imprisonment for one year or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(9) A person who commits an offence under subsection (2) (3) (5) or (6) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 7 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
(10) A person who commits an offence under subsection (4) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
872 导致入罪证法律程序中
(1) 财政司司长获转授求某(求象)根第869条交出纪录文件提供资料解释须确保求象已事先获告知提示第(2)款财政司司长该获转授该项求求象提供该资料解释获接受证限制
(2) 条例规定第(3)款指明条件获符合情况财政司司长获转授关求求象提供关资料解释刑事法律程序中接纳针求象证求象该资料解释控犯中项罪行 ——
(a) 第871(4)(5)(6)条订罪行
(b) 刑事罪行条例(第200章)第V部订罪行
(c) 作假证供罪
该项罪行进行法律程序属例外
(3) 第(2)款言指明条件 ——
(a) 关资料解释会导致求象入罪
(b) 求象提供该资料解释前声称
872 Use of incriminating evidence in proceedings
(1) If the Financial Secretary or a delegate of the Financial Secretary requires a person under section 869 to provide any information or explanation in respect of any record or document produced the Financial Secretary or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the Financial Secretary’s or delegate’s requirement and of the information or explanation provided by the person
(2) Despite anything in this Ordinance if the conditions specified in subsection (3) are satisfied the Financial Secretary’s or delegate’s requirement as well as the information or explanation provided by the person are not admissible in evidence against the person in criminal proceedings other than those in which the person is charged with an offence in respect of the information or explanation—
(a) under section 871(4) (5) or (6)
(b) under Part V of the Crimes Ordinance (Cap 200) or
(c) for perjury
(3) The conditions specified for the purposes of subsection (2) are—
(a) that the information or explanation might tend to incriminate the person and
(b) that the person so claims before providing the information or explanation
第4分部 —— 处长查讯
Division 4—Enquiry by Registrar
873 处长求交出纪录文件等
(1) 指明作否已作出进行查讯目符合第(2)款指明项条件情况处长藉书面通知求某 ——
(a) 该通知指明时间该通知指明点交出该通知指明纪录文件
(b) (该纪录文件交出)该纪录文件提供资料解释
(2) 第(3)款规定外述条件 ——
(a) 处长理相信 ——
(i) 某指明作已作出
(ii) 关纪录文件资料解释攸关关查讯
(iii) 关正该纪录文件
(b) 处长书面证明情况
(3) 求交出关纪录文件属 ——
(a) 关作关法团体
(b) 该法团体名高级员
第(2)(a)(iii)款适
(4) 处长根第(1)款求认机构交出关客户事务纪录文件披露关该事务资料处长 ——
(a) 合理理相信该客户够提供攸关该查讯资料
(b) 信纳该查讯目交出该纪录文件披露该资料属必需书面证明事
限
(5) 认机构遵根第(1)款施加求交出关顾客事务纪录文件处长求该顾客该纪录文件提供资料解释
(6) 遵根第(1)款施加求交出某纪录文件处长复制复印该纪录文件方式记录细节
(7) 财政司司长藉宪报刊登公告修订第(8)款
(8) 条中 ——
指明作 (specified act)指会构成第750(6)895(1)条订罪行作
873 Registrar may require production of records and documents etc
(1) For the purpose of enquiring into whether any specified act has been done if each of the conditions specified in subsection (2) is satisfied the Registrar may by notice in writing require a person—
(a) to produce within the time and at the place specified in the notice any record or document specified in the notice and
(b) if the record or document is produced to provide any information or explanation in respect of the record or document
(2) Subject to subsection (3) the conditions are—
(a) that the Registrar has reason to believe that—
(i) a specified act has been done
(ii) the record document information or explanation is relevant to the enquiry and
(iii) the person is in possession of the record or document and
(b) that it is so certified in writing by the Registrar
(3) Subsection (2)(a)(iii) does not apply if the person who is to be required to produce the record or document is—
(a) the body corporate to which the act relates or
(b) an officer of that body corporate
(4) The Registrar must not require an authorized institution to produce any record or document or disclose any information relating to the affairs of a customer of the institution under subsection (1) unless—
(a) the Registrar has reasonable grounds to believe that the customer may be able to provide information relevant to the enquiry and
(b) the Registrar is satisfied that the production or disclosure is necessary for the purposes of the enquiry and so certifies in writing
(5) If an authorized institution produces a record or document relating to the affairs of its customer in compliance with a requirement imposed under subsection (1) the Registrar may also require that customer to provide any information or explanation in respect of the record or document
(6) If a person produces a record or document in compliance with a requirement imposed under subsection (1) the Registrar may make copies or otherwise record the details of the record or document
(7) The Financial Secretary may by notice published in the Gazette amend subsection (8)
(8) In this section—
specified act (指明作) means an act that would constitute an offence under section 750(6) or 895(1)
874 处长转授第873条指权力
处长藉书面方式第873条赋予权力转授予公职员
874 Registrar may delegate powers under section 873
The Registrar may delegate in writing any or all of the powers conferred under section 873 to any public officer
875 没遵处长根第873条施加求等罪行
(1) 合理辩解没遵根第873条该施加求属犯罪
(2) 出诈骗意图没遵根第873条该施加求属犯罪
(3) 法团体高级员雇员出诈骗意图致容许该法团体没遵根第873条该法团体施加求属犯罪
(4) ——
(a) 作出作充作遵根第873条该施加求 ——
(i) 交出项属虚假具误导性纪录文件
(ii) 提供项属虚假具误导性资料解释
(b) 知道该纪录文件资料解释项属虚假具误导性罔顾该纪录文件资料解释否项属虚假具误导性
属犯罪
(5) 出诈骗意图 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
充作遵根第873条该施加求属犯罪
(6) 法团体高级员雇员出诈骗意图致容许该法团体 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
充作遵根第873条该法团体施加求属犯罪
(7) 仅遵根第873条该施加求会导致该入罪理获免遵该项求
(8) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款150000监禁年
(b) 循简易程序定罪处第5级罚款监禁6月
(9) 犯第(2)(3)(5)(6)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁3年
(b) 循简易程序定罪处第6级罚款监禁6月
(10) 犯第(4)款订罪行 ——
(a) 循公诉程序定罪处罚款300000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
875 Offences for failing to comply with requirements under section 873 etc
(1) A person commits an offence if the person without reasonable excuse fails to comply with any requirement imposed on the person under section 873
(2) A person commits an offence if the person with intent to defraud fails to comply with any requirement imposed on the person under section 873
(3) An officer or employee of a body corporate on which a requirement is imposed under section 873 commits an offence if the officer or employee with intent to defraud causes or allows the body corporate to fail to comply with the requirement
(4) A person commits an offence if the person—
(a) in purported compliance with a requirement imposed on the person under section 873—
(i) produces any record or document that is false or misleading in a material particular or
(ii) provides any information or explanation that is false or misleading in a material particular and
(b) knows that or is reckless as to whether or not the record or document or the information or explanation is false or misleading in a material particular
(5) A person commits an offence if the person with intent to defraud in purported compliance with a requirement imposed on the person under section 873—
(a) produces any record or document that is false or misleading in a material particular or
(b) provides any information or explanation that is false or misleading in a material particular
(6) An officer or employee of a body corporate on which a requirement is imposed under section 873 commits an offence if the officer or employee with intent to defraud causes or allows the body corporate to in purported compliance with the requirement—
(a) produce any record or document that is false or misleading in a material particular or
(b) provide any information or explanation that is false or misleading in a material particular
(7) A person is not excused from complying with a requirement imposed on the person under section 873 only on the ground that to do so might tend to incriminate the person
(8) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for one year or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(9) A person who commits an offence under subsection (2) (3) (5) or (6) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 3 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
(10) A person who commits an offence under subsection (4) is liable—
(a) on conviction on indictment to a fine of 300000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
876 导致入罪证法律程序中
(1) 处长获转授求某(求象)根第873条交出纪录文件提供资料解释须确保求象已事先获告知提示第(2)款处长该获转授该项求求象提供该资料解释获接受证限制
(2) 条例规定第(3)款指明条件获符合情况处长获转授关求求象提供关资料解释刑事法律程序中接纳针求象证求象该资料解释控犯中项罪行 ——
(a) 第875(4)(5)(6)条订罪行
(b) 刑事罪行条例(第200章)第V部订罪行
(c) 作假证供罪
该项罪行进行法律程序属例外
(3) 第(2)款言指明条件 ——
(a) 关资料解释会导致求象入罪
(b) 求象提供该资料解释前声称
876 Use of incriminating evidence in proceedings
(1) If the Registrar or a delegate of the Registrar requires a person under section 873 to provide any information or explanation in respect of any record or document produced the Registrar or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the Registrar’s or delegate’s requirement and of the information or explanation provided by the person
(2) Despite anything in this Ordinance if the conditions specified in subsection (3) are satisfied the Registrar’s or delegate’s requirement as well as the information or explanation provided by the person are not admissible in evidence against the person in criminal proceedings other than those in which the person is charged with an offence in respect of the information or explanation—
(a) under section 875(4) (5) or (6)
(b) under Part V of the Crimes Ordinance (Cap 200) or
(c) for perjury
(3) The conditions specified for the purposes of subsection (2) are—
(a) that the information or explanation might tend to incriminate the person and
(b) that the person so claims before providing the information or explanation
第5分部 —— 第234分部补充条文
Division 5—Supplementary Provisions to Divisions 2 3 and 4
第1次分部 —— 适第23分部补充条文
Subdivision 1—Supplementary Provisions Applicable to Divisions 2 and 3
877 裁判官手令
(1) 裁判官根宣誓作告发信纳合理理怀疑该项告发指明处相纪录文件根第23分部求交出该裁判官该处发出手令
(2) 第(1)款施行关告发 ——
(a) 须列明 ——
(i) 相关处纪录文件性质
(ii) 求交出该纪录文件第23分部条文
(b) 须 ——
(i) (根第2分部进行调查言)审查员作出
(ii) (根第3分部进行查讯言)财政司司长获转授作出
(3) 根第(1)款发出手令授权该手令指明协助执行该手令需 ——
(a) 发出该手令日期起计7日时进入该处必时强行进入该处
(b) 搜寻检取移走该手令指明合理理相信根第23分部(视属情况定)求交出纪录文件
(4) 获授权合理理相信名身处关处受雇受聘正该处营业务关连情况提供服务求该交出 ——
(a) 该
(b) 该获授权合理理相信根第23分部(视属情况定)求交出
纪录文件供查验
(5) 获授权根第(4)款求交出纪录文件 ——
(a) 禁止该处发现 ——
(i) 该纪录文件移离该处
(ii) 删该纪录文件容容加入该纪录文件方式更改载该纪录文件事情
(iii) 方式干扰该纪录文件致准许干扰该纪录文件
(b) 采取该获授权觉必需步骤 ——
(i) 保存该纪录文件
(ii) 防止该纪录文件受干扰
(6) 获授权移走纪录文件 ——
(a) 超移走日起计6月期间予保留
(b) 属属刑事法律程序根条例公司(清盘杂项条文)条例(第32章)进行法律程序需者该等程序目需较长期间予保留
(7) 获授权根条移走纪录文件 ——
(a) 该获授权须移走该纪录文件切实行范围快该纪录文件发出收
(b) 该获授权准许该纪录文件没移走便会权查阅该纪录文件 ——
(i) 合理时间查阅该纪录文件
(ii) 合理时间复制复印该纪录文件方式记录细节
(8) 刑事诉讼程序条例(第221章)第102条适已条审查员财政司司长获转授财产该条适已警方财产样
(9) ——
(a) 合理辩解没遵第(4)(5)款指求禁止
(b) 妨碍获授权行第(3)(4)(5)款授予权力
属犯罪
(10) 犯第(9)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
(11) 条中 ——
获授权 (authorized person)指获根第(1)款发出手令授权采取第(3)款(a)(b)段列明行动
877 Magistrate’s warrants
(1) If a magistrate is satisfied on information on oath that there are reasonable grounds to suspect that there is or is likely to be on premises specified in the information any record or document that may be required to be produced under Division 2 or 3 the magistrate may issue a warrant in respect of the premises (Amended 17 of 2018 s 141)
(2) For the purposes of subsection (1) the information—
(a) must set out—
(i) the nature of the record or document that is or is likely to be on the premises and
(ii) the provision of Division 2 or 3 under which the record or document may be required to be produced and
(b) must be laid by—
(i) in relation to an investigation under Division 2 an inspector or
(ii) in relation to an enquiry under Division 3 the Financial Secretary or a delegate of the Financial Secretary
(3) A warrant issued under subsection (1) authorizes a person specified in it and such other persons as may be necessary to assist in its execution to—
(a) enter the premises if necessary by force at any time within the period of 7 days beginning with the date of the warrant and
(b) search for seize and remove any record or document that the person so specified has reasonable grounds to believe may be required to be produced under Division 2 or 3 (as the case may be)
(4) If an authorized person has reasonable grounds to believe that another person on the premises is employed or engaged to provide a service in connection with a business that is or has been conducted on the premises the authorized person may require that other person to produce for examination any record or document that—
(a) is in the possession of that other person and
(b) the authorized person has reasonable grounds to believe may be required to be produced under Division 2 or 3 (as the case may be)
(5) An authorized person may in relation to any record or document required to be produced under subsection (4)—
(a) prohibit any person found on the premises from—
(i) removing the record or document from the premises
(ii) erasing anything from adding anything to or otherwise altering anything in the record or document or
(iii) otherwise interfering in any manner with or causing or permitting any other person to interfere with the record or document and
(b) take any other steps that appear to the authorized person to be necessary for—
(i) preserving the record or document or
(ii) preventing interference with the record or document
(6) Any record or document removed by an authorized person may be retained for—
(a) a period not exceeding 6 months beginning with the day of its removal or
(b) if the record or document is or may be required for the purposes of any criminal proceedings or any proceedings under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) such longer period as may be necessary for the purposes of those proceedings
(7) If an authorized person removes any record or document under this section the person—
(a) must as soon as practicable after the removal give a receipt for the record or document and
(b) may permit any other person who but for the removal would be entitled to inspect the record or document at all reasonable times—
(i) to inspect it and
(ii) to make copies or otherwise record details of it
(8) Section 102 of the Criminal Procedure Ordinance (Cap 221) applies to any property that has by virtue of this section come into the possession of an inspector the Financial Secretary or a delegate of the Financial Secretary as it applies to property that has come into the possession of the police
(9) A person commits an offence if the person—
(a) without reasonable excuse fails to comply with a requirement or prohibition under subsection (4) or (5) or
(b) obstructs an authorized person in the exercise of a power conferred by subsection (3) (4) or (5)
(10) A person who commits an offence under subsection (9) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
(11) In this section—
authorized person (获授权) means a person authorized by a warrant issued under subsection (1) to carry out the acts set out in paragraphs (a) and (b) of subsection (3)
878 高级员须调查等提起检控中提供协助
(1) ——
(a) 已根第2分部某法团体事务进行调查已根第3分部某法团体事务进行查讯
(b) 该调查查讯提起检控某项罪行
该法团体名高级员前高级员雇员前雇员代理前代理均责律政司司长予理够予切该检控关协助
(2) 某检控法律程序中告第(1)款求该予该检控关协助
878 Officers must give assistance in prosecution instituted as a result of investigation etc
(1) If—
(a) an investigation under Division 2 or an enquiry under Division 3 has been carried out and
(b) a prosecution for an offence is instituted as a result of the investigation or enquiry
every officer or former officer employee or former employee or agent or former agent of any body corporate the affairs of which have been investigated or enquired into in that investigation or enquiry must give the Secretary for Justice all assistance in connection with the prosecution that the officer employee or agent is reasonably able to give
(2) Subsection (1) does not require a person to give any assistance in connection with the prosecution if the person is a defendant in the proceedings
879 关指明材料法律程序
(1) 财政司司长指明材料觉公众利益某根公司(清盘杂项条文)条例(第32章)清盘法团体应予清盘财政司司长提出请求清盘呈请
(2) 财政司司长根第(1)款提出呈请原讼法庭认关法团体清盘属公正公法庭作出清盘命令
(3) 财政司司长指明材料觉 ——
(a) 某公司某非香港公司事务正公损害众成员某名成员某成员利益方式处理
(b) 某公司某非香港公司某项实际作出没作出作(包括代表作出没代表作出作)该公司某项拟作出拟作出作(包括代表作出没代表作出作)造成会造成述损害
财政司司长原讼法庭提出求根第725(1)(b)(2)条作出命令呈请否已呈请根第(1)款提出
(4) 财政司司长指明材料觉某公司非香港公司言某 ——
(a) 事正事正拟事第728(1)(a)条指明行
(b) 第728条生效日期#前事正事正拟事第728(2)(a)条指明行该事拟事述行事继续
财政司司长根第729(2)条原讼法庭申请关补救
(5) 财政司司长指明材料觉某公司非香港公司言某 ——
(a) 拒绝没作出正拒绝没作出正拟拒绝作出第728(1)(b)条指明作事情
(b) 第728条生效日期#前拒绝没作出正拒绝没作出正拟拒绝作出前身条例条例均规定该作出作事情该拒绝没作出正拒绝没作出正拟拒绝作出述作事情事继续
财政司司长根第729(2)条原讼法庭申请关补救
(6) 财政司司长指明材料觉根公司(清盘杂项条文)条例(第32章)第168J(1)条针作出取消资格令属符合公众利益财政司司长原讼法庭申请针该作出该命令 ——
(a) 属第2(1)条界定公司董事幕董事属该公司董事幕董事
(b) 属符合说明公司董事幕董事属该公司董事幕董事：公司( 清盘杂项条文) 条例(第32章) 第326(1) 条界定非注册公司(限责合伙非限责合伙社团外)该公司处成立该公司 ——
(i) 正香港营业务
(ii) 根公司(清盘杂项条文)条例(第32章)进行清盘
(c) 属注册非香港公司董事幕董事属该公司董事幕董事
(7) 条中 ——
指明材料 (specified materials)指 ——
(a) 第2分部指调查中某审查员获转授作出报告某审查员获转授取纪录文件资料
(b) 第3分部指查讯中财政司司长获转授取纪录文件资料
_____________________
编辑附注：
# 生效日期：2014年3月3日
879 Proceedings on specified materials
(1) If it appears to the Financial Secretary from any specified materials that it is expedient in the public interest that a body corporate which may be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) should be wound up the Financial Secretary may present a petition for it to be wound up
(2) On a petition by the Financial Secretary under subsection (1) the Court may make a winding up order if the Court thinks it just and equitable for the body corporate to be wound up
(3) If it appears to the Financial Secretary from any specified materials that—
(a) a company’s or nonHong Kong company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of the members generally or of one or more members or
(b) an actual or proposed act or omission of a company or nonHong Kong company (including one done or made on its behalf) is or would be so prejudicial
the Financial Secretary may whether or not a petition has been presented under subsection (1) present to the Court a petition for an order to be made under section 725(1)(b) or (2)
(4) If it appears to the Financial Secretary from any specified materials that in relation to a company or nonHong Kong company a person—
(a) has engaged is engaging or is proposing to engage in any conduct specified in section 728(1)(a) or
(b) before the commencement date# of section 728 had engaged was engaging or was proposing to engage in any conduct specified in section 728(2)(a) and the engagement or proposal still subsists
the Financial Secretary may apply to the Court for the remedies under section 729(2)
(5) If it appears to the Financial Secretary from any specified materials that in relation to a company or nonHong Kong company a person—
(a) has refused or failed is refusing or failing or is proposing to refuse or fail to do an act or thing specified in section 728(1)(b) or
(b) before the commencement date# of section 728 had refused or failed was refusing or failing or was proposing to refuse or fail to do an act or thing that the person was required by the predecessor Ordinance and is required by this Ordinance to do and the refusal failure or proposal still subsists
the Financial Secretary may apply to the Court for the remedies under section 729(2)
(6) If it appears to the Financial Secretary from any specified materials that it is expedient in the public interest that a disqualification order be made under section 168J(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) against any person who is or has been a director or shadow director of—
(a) a company as defined by section 2(1)
(b) an unregistered company as defined by section 326(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (other than a partnership whether limited or not or an association) wherever incorporated that—
(i) is carrying on business in Hong Kong or has carried on business in Hong Kong and
(ii) may be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or
(c) a registered nonHong Kong company
the Financial Secretary may apply to the Court for such an order to be made against that person
(7) In this section—
specified materials (指明材料) means—
(a) any report made on or any record document or information obtained in an investigation under Division 2 by an inspector or a delegate of an inspector or
(b) any record document or information obtained in an enquiry under Division 3 by the Financial Secretary or a delegate of the Financial Secretary
_____________________
Editorial Note
# Commencement date 3 March 2014
880 保密
(1) 非执行条例公司(清盘杂项条文)条例(第32章)指职程中施行条例该条例条文否第(3)款指明 ——
(a) 准许接触关该第2分部指调查中第3分部指查讯中(该调查查讯关连情况)获悉事务事宜
(b) 该等事宜传达予该事宜关外
(2) 第(1)款效力须受第881(1)(2)条规限
(3) 施行第(1)款指明 ——
(a) 公职员
(b) 审查员获转授财政司司长获转授该审查员该获转授雇员代理专家顾问专业顾问
(c) 根第2分部进行调查根第3分部进行查讯雇委雇员代理专家顾问专业顾问
(d) 根第2分部进行调查中执行职根第3分部进行查讯中执行职
(e) 根第2分部进行调查中协助执行职根第3分部进行查讯中协助执行职
(f) 根第858860条 ——
(i) 获送交关该调查报告草稿部分报告
(ii) 求该报告草稿部分该报告保密
880 Preservation of secrecy
(1) Except in the performance of any function under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or for carrying into effect the provisions of this Ordinance or that Ordinance a person specified in subsection (3)—
(a) must not permit any person to have access to any matter relating to the affairs of any person that comes to the specified person’s knowledge in an investigation under Division 2 or an enquiry under Division 3 or otherwise in connection with the investigation or enquiry and
(b) must not communicate any such matter to any person other than the person to whom the matter relates
(2) Subsection (1) has effect subject to section 881(1) and (2)
(3) The persons specified for the purposes of subsection (1) are—
(a) a public officer
(b) an inspector or a delegate of an inspector or of the Financial Secretary or an employee agent consultant or adviser of the inspector or delegate
(c) an employee agent consultant or adviser who is employed or appointed for the purposes of an investigation under Division 2 or an enquiry under Division 3
(d) a person who performs or has performed any function in an investigation under Division 2 or an enquiry under Division 3
(e) a person who has assisted any other person in the performance of any function in an investigation under Division 2 or an enquiry under Division 3 and
(f) a person who under section 858 or 860—
(i) has been sent a draft report or a part of the draft report or a report on an investigation and
(ii) has been required to keep the draft report or that part of the draft report or the report confidential
881 获准许披露限制
(1) 第880(3)条指明 ——
(a) 披露公众已资料
(b) 香港进行刑事法律程序目执法机关提出该等程序出发点进行调查目披露资料
(c) 根条例公司(清盘杂项条文)条例(第32章)引起事宜关连情况征询专业身分行事拟专业身分行事律师律师专业顾问意见披露资料专业身分行事拟专业身分行事律师律师专业顾问根条例公司(清盘杂项条文)条例(第32章)引起事宜关连情况予意见披露资料
(d) 该指明属中方司法程序关连情况披露资料
(e) 法院审裁处命令法律根法律作出求披露资料
(2) 财政司司长 ——
(a) 抵触第(3)款情况士机构披露资料 ——
(i) 行政长官
(ii) 律政司司长
(iii) 财事务库务局局长
(iv) 香港警务处处长
(v) 廉政专员
(vi) 税务局局长
(vii) 公司注册处处长
(viii) 非根公司(清盘杂项条文)条例(第32章)获委该条例出清盘时清盘身分行事破产理署署长
(ix) 金融理专员
(x) 证监会
(xi) 财务汇报局
(xii) 市场失行审裁处
(xiii) 保险业监局 (2015年第12号第168条修订)
(xiv) 强积金理局
(xv) 审查员
(xvi) 获财政司司长转授权力
(xvii) 根证券期货条例(第571章)第19(2)条获认交易公司公司
(xviii) 资料私隐专员
(xix) 申诉专员
(xx) 财政司司长根第(7)款授权公职员
(b) 抵触第(3)款情况士披露关事务正根第840841条调查根第869条查讯公司资料 ——
(i) 根公司(清盘杂项条文)条例(第32章)获委该条例出该公司清盘时清盘身分行事破产理署署长
(ii) 符合说明 ——
(A) 根公司(清盘杂项条文)条例(第32章)获委该公司清盘时清盘
(B) 根香港外方法律类似身分该公司行事
(c) 士意披露资料 ——
(i) (该资料某处取接获)该
(ii) (该资料非关述)该资料关
(d) 披露采撮形式资料该撮撰写方式足该撮中确定关详情
(3) 财政司司长非认条件获符合否根第(2)(a)(b)款披露资料 ——
(a) 作出该项披露会该资料接收者够执行职会协助该接收者执行职
(b) 披露该资料违反公众利益
(4) 第(5)款规定外某资料已根第(1)(2)款(第(1)(a)(2)(d)款外)第880(1)条某披露 ——
(a) 该
(b) 该处取接获该资料
披露该资料
(5) 情况第(4)款禁止该款(a)(b)段述披露资料 ——
(a) 财政司司长意该项披露
(b) 公众已该资料
(c) 该项披露根条例公司(清盘杂项条文)条例(第32章)引起事宜关连情况征询专业身分行事拟专业身分行事律师律师专业顾问意见作出专业身分行事拟专业身分行事律师律师专业顾问根条例公司(清盘杂项条文)条例(第32章)引起事宜关连情况予意见作出
(d) 该项披露述属中方司法程序关连情况作出
(e) 该项披露法院审裁处命令作出法律根法律作出求作出
(6) 财政司司长 ——
(a) 根第(2)款披露资料
(b) 根第(5)(a)款授予意
附加财政司司长认适条件
(7) 财政司司长授权公职员根第(2)(a)(xx)款披露资料披露象
881 Permitted disclosure and restrictions
(1) A person specified in section 880(3) may—
(a) disclose information that has already been made available to the public
(b) disclose information for the purpose of any criminal proceedings in Hong Kong or any investigation conducted by a law enforcement agency with a view to bringing any such proceedings
(c) disclose information for the purpose of seeking advice from or giving advice by counsel a solicitor or other professional adviser acting or proposing to act in a professional capacity in connection with any matter arising under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(d) disclose information in connection with any judicial or other proceedings to which the specified person is a party and
(e) disclose information in accordance with an order of a court or tribunal or in accordance with a law or a requirement made under a law
(2) The Financial Secretary may—
(a) subject to subsection (3) disclose information to—
(i) the Chief Executive
(ii) the Secretary for Justice
(iii) the Secretary for Financial Services and the Treasury
(iv) the Commissioner of Police of Hong Kong
(v) the Commissioner of the Independent Commission Against Corruption
(vi) the Commissioner of Inland Revenue
(vii) the Registrar
(viii) the Official Receiver in a capacity other than that of a liquidator or provisional liquidator appointed under or holding such office by virtue of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(ix) the Monetary Authority
(x) the Securities and Futures Commission
(xi) the Financial Reporting Council
(xii) the Market Misconduct Tribunal
(xiii) the Insurance Authority
(xiv) the Mandatory Provident Fund Schemes Authority
(xv) an inspector
(xvi) a delegate of the Financial Secretary
(xvii) a company recognized as an exchange company under section 19(2) of the Securities and Futures Ordinance (Cap 571)
(xviii) the Privacy Commissioner for Personal Data
(xix) the Ombudsman or
(xx) a public officer authorized by the Financial Secretary under subsection (7)
(b) subject to subsection (3) disclose information in respect of a company whose affairs are or have been investigated under section 840 or 841 or enquired into under section 869 to—
(i) the Official Receiver in the capacity of a liquidator or provisional liquidator of the company appointed under or holding such office by virtue of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or
(ii) any other person who—
(A) is a liquidator or provisional liquidator of the company appointed under that Ordinance or
(B) acts in a similar capacity in relation to the company under any law of a place outside Hong Kong
(c) disclose information with the consent of—
(i) the person from whom the information was obtained or received and
(ii) if the information does not relate to such person the person to whom it relates and
(d) disclose information in summary form that is so framed as to prevent particulars relating to any person from being ascertained from it
(3) The Financial Secretary must not disclose information under subsection (2)(a) or (b) unless the Financial Secretary is of the opinion that—
(a) the disclosure will enable or assist the recipient of the information to perform the recipient’s functions and
(b) it is not contrary to the public interest that the information be so disclosed
(4) Subject to subsection (5) if information is disclosed under subsection (1) or (2) (other than subsection (1)(a) or (2)(d)) or section 880(1)—
(a) the person to whom the information is so disclosed and
(b) any other person who obtains or receives the information from that person
must not disclose the information to any other person
(5) Subsection (4) does not prohibit a person mentioned in paragraph (a) or (b) of that subsection from disclosing the information to any other person if—
(a) the Financial Secretary consents to the disclosure
(b) the information has already been made available to the public
(c) the disclosure is for the purpose of seeking advice from or giving advice by counsel a solicitor or other professional adviser acting or proposing to act in a professional capacity in connection with any matter arising under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(d) the disclosure is in connection with any judicial or other proceedings to which the person so referred to is a party or
(e) the disclosure is in accordance with an order of a court or tribunal or in accordance with a law or a requirement made under a law
(6) The Financial Secretary may attach such conditions as the Financial Secretary considers appropriate to—
(a) a disclosure of information made under subsection (2) or
(b) a consent granted under subsection (5)(a)
(7) The Financial Secretary may authorize any public officer as a person to whom information may be disclosed under subsection (2)(a)(xx)
882 关保密规定罪行
(1) 违反第880(1)条属犯罪
(2) ——
(a) 违反第881(4)条情况披露资料
(b) 作出该项披露时身 ——
(i) 知道应该知道该资料前第881(4)(a)(b)条描述般该披露该取接获
(ii) 合理理相信第881(5)条禁止披露该资料
属犯罪
(3) 犯第(1)(2)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
882 Offences on breach of secrecy
(1) A person who contravenes section 880(1) commits an offence
(2) A person commits an offence if—
(a) the person discloses any information in contravention of section 881(4) and
(b) at the time of the disclosure—
(i) the person knew or ought to have known that the information was previously disclosed to or obtained or received by the person as described in section 881(4)(a) or (b) and
(ii) the person had no reasonable grounds to believe that the person was not prohibited from disclosing the information by virtue of section 881(5)
(3) A person who commits an offence under subsection (1) or (2) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
第2次分部 —— 适第234分部补充条文
Subdivision 2—Supplementary Provisions Applicable to Divisions 2 3 and 4
883 释义
次分部中 ——
指明员 (specified officer) ——
(a) 根第2分部进行调查言指审查员获转授
(b) 根第3分部进行查讯言指财政司司长获转授
(c) 根第4分部进行查讯言指处长获转授
883 Interpretation
In this Subdivision—
specified officer (指明员) —
(a) in relation to an investigation under Division 2 means an inspector or a delegate of an inspector
(b) in relation to an enquiry under Division 3 means the Financial Secretary or a delegate of the Financial Secretary and
(c) in relation to an enquiry under Division 4 means the Registrar or a delegate of the Registrar
884 关某披露保障
(1) ——
(a) 某指明员作出项披露作出该项披露非遵该员根第234分部(视属情况定)作出求
(b) 该项披露符合第(2)款指明项条件
该需仅该项披露关违反保密责法律程序中负法律责
(2) 述条件 ——
(a) 关披露属类根第234分部(视属情况定)求关作出披露类
(b) 该真诚作出该项披露合理理相信该项披露根第2分部进行调查中根第34分部进行查讯中协助该指明员
(c) 披露资料超出根第2分部进行调查中根第34分部进行查讯中协助该指明员合理需资料
(d) 该项披露非成文法禁止
(3) 某银行职员律师身分某资料负保密责该该身分该资料作出披露第(1)款适该项披露
884 Protection in relation to certain disclosures
(1) If—
(a) a person makes a disclosure to a specified officer otherwise than in compliance with a requirement made by the officer under Division 2 3 or 4 (as the case may be) and
(b) the disclosure satisfies each of the conditions specified in subsection (2)
the person is not liable in any proceedings relating to a breach of duty of confidentiality by reason only of the disclosure
(2) The conditions are—
(a) that the disclosure is of a kind that the person could be required to make under Division 2 3 or 4 (as the case may be)
(b) that the person makes the disclosure in good faith and in the reasonable belief that the disclosure is capable of assisting the specified officer in the investigation under Division 2 or enquiry under Division 3 or 4
(c) that the information disclosed is not more than is reasonably necessary for the purpose of assisting the specified officer in the investigation under Division 2 or enquiry under Division 3 or 4
(d) that the disclosure is not prohibited by virtue of any enactment
(3) Subsection (1) does not apply to a disclosure made by a person in the capacity as a banker or lawyer in respect of information to which the person owes a duty of confidentiality in that capacity
885 举报保障等
(1) 关受保障士身分资料均法院席前审裁处进行法律程序中获接纳证
(2) 述程序中证没责 ——
(a) 披露非该等程序中证受保障士姓名名称址
(b) 述明会致倾致非该等程序中证受保障士姓名名称址透露事宜
(3) 属述程序中证某簿册文件字(述程序中予查阅某簿册文件字)载 ——
(a) 指出受保障士姓名名称记项描述受保障士记项
(b) 致受保障士身分透露记项
法院审裁处(视属情况定)须安排该等记项掩盖涂范围限保障该士身分免披露需范围
(4) 第(1)(2)(3)款规定述程序中法院审裁处 ——
(a) 认披露受保障士姓名名称便该等程序方间全面秉行公义
(b) 信纳受保障士作出 ——
(i) 身明知属相信属虚假具关键性陈述
(ii) 身相信属真实具关键性陈述
准许进行关该士研讯求作出关该士全面披露
(5) 根第2分部拟备发表调查中期报告终报告条具效力
(6) 条中 ——
受保障士 (protected person)指 ——
(a) 第2分部指调查第34分部指查讯指明员提供资料告发
(b) 述调查查讯协助指明员
885 Protection of informers etc
(1) Any information concerning the identity of a protected person is not admissible in evidence in any proceedings before a court or tribunal
(2) In such proceedings a witness is not obliged—
(a) to disclose the name or address of a protected person who is not a witness in those proceedings or
(b) to state any matter that would lead or would tend to lead to discovery of the name or address of a protected person who is not a witness in those proceedings
(3) If a book document or paper that is in evidence or liable to inspection in such proceedings contains an entry—
(a) in which a protected person is named or described or
(b) that might lead to discovery of a protected person
the court or tribunal (as the case may be) must cause all such entries to be concealed from view or to be obliterated so far as may be necessary to protect the identity of the protected person from discovery
(4) In such proceedings the court or tribunal may despite subsection (1) (2) or (3) permit inquiry and require full disclosure concerning a protected person if—
(a) it is of the opinion that justice cannot be fully done between the parties to the proceedings without disclosure of the name of the protected person or
(b) it is satisfied that the protected person made a material statement that the person—
(i) knew or believed to be false or
(ii) did not believe to be true
(5) This section has effect despite the preparation or publication of any interim report or final report of an investigation under Division 2
(6) In this section—
protected person (受保障士) means—
(a) an informer who has given information to a specified officer with respect to an investigation under Division 2 or an enquiry under Division 3 or 4 or
(b) a person who has assisted a specified officer with respect to such an investigation or enquiry
886 法律专业保密权
(1) 第(2)款规定外部影响部外基法律专业保密权理产生申索声称权利享权
(2) 第(1)款影响第234分部指求披露法律执业者(该执业者否香港具律师身分执业律师身分行事资格)客户姓名名称址求规定
886 Legal professional privilege
(1) Subject to subsection (2) this Part does not affect any claims rights or entitlements that would apart from this Part arise on the ground of legal professional privilege
(2) Subsection (1) does not affect any requirement under Division 2 3 or 4 to disclose the name and address of a client of a legal practitioner (whether or not the legal practitioner is qualified in Hong Kong to practise as counsel or to act as a solicitor)
887 豁免承担法律责
(1) 遵指明员根第2分部第4次分部第869873条施加求会仅遵该项求招致民事法律责
(2) 执行意执行部指职时真诚作出作作招致民事法律责
887 Immunity
(1) A person who complies with a requirement imposed by a specified officer under Subdivision 4 of Division 2 or section 869 or 873 does not incur any civil liability by reason only of that compliance
(2) A person does not incur any civil liability in respect of anything done or omitted to be done by the person in good faith in the performance or purported performance of any function under this Part
888 交出资讯系统资料等
(1) ——
(a) 某指明员根第2分部第4次分部第869873条求交出纪录文件
(b) 载该纪录文件资料事项非阅读形式记录够该形式重现
该员求交出该资料事项关部分重现制成采阅读形式版
(2) ——
(a) 某指明员根第2分部第4次分部第869873条求交出纪录文件
(b) 载该纪录文件资料事项记录资讯系统
该员求交出该资料事项纪录(该纪录关部分)复制版该版须令该资料事项够阅读形式重现形式交出
888 Production of information in information systems etc
(1) If—
(a) a specified officer requires any record or document to be produced under Subdivision 4 of Division 2 or section 869 or 873 and
(b) any information or matter contained in the record or document is recorded otherwise than in a legible form but is capable of being reproduced in a legible form
the officer may require the production of a reproduction of the recording of the information or matter or the relevant part of the recording in a legible form
(2) If—
(a) a specified officer requires any record or document to be produced under Subdivision 4 of Division 2 or section 869 or 873 and
(b) any information or matter contained in the record or document is recorded in an information system
the officer may require the production of a reproduction of the recording of the information or matter or the relevant part of the recording in a form that enables the information or matter to be reproduced in a legible form
889 声称纪录文件拥留置权
根第2分部第4次分部第869873条求交出纪录文件该声称该纪录文件留置权 ——
(a) 该留置权影响交出该纪录文件求
(b) 需交出该纪录文件交出该纪录文件支付费
(c) 交出该纪录文件影响该留置权
889 Lien claimed on records or documents
If a person claims a lien on any record or document in the person’s possession that is required to be produced under Subdivision 4 of Division 2 or section 869 or 873—
(a) the lien does not affect the requirement to produce the record or document
(b) no fee is payable for or in respect of the production and
(c) the production does not affect the lien
890 文件销毁
(1) ——
(a) 销毁揑改隐匿方式处置根第2分部第4次分部第869873条求交出纪录文件致准许作出该等作
(b) 作出述作意图施加该项求指明员隐瞒藉该纪录文件披露事实事宜
属犯罪
(2) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
890 Destruction of documents
(1) A person commits an offence if—
(a) the person destroys falsifies conceals or otherwise disposes of or causes or permits the destruction falsification concealment or disposal of any record or document that is required to be produced under Subdivision 4 of Division 2 or section 869 or 873 and
(b) the person does so with intent to conceal from the specified officer by whom the requirement was imposed facts or matters capable of being disclosed by the record or document
(2) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
891 查阅检取纪录文件等
(1) 某指明员根部取纪录文件权条适
(2) 关指明员施加关保安方面合理条件该等条件规限准许假纪录文件没该员便会权查阅该纪录文件 ——
(a) 合理时间查阅该纪录文件
(b) 合理时间复制复印该纪录文件方式记录细节
891 Inspection of records or documents seized etc
(1) This section applies if a specified officer has taken possession of any record or document under this Part
(2) The specified officer must subject to any reasonable conditions the officer may impose as to security or otherwise permit any person who would be entitled to inspect the record or document had the officer not taken possession of it at all reasonable times—
(a) to inspect it and
(b) to make copies or otherwise record details of it
第6分部 —— 公司委某调查公司事务
Division 6—Investigation of Company’s Affairs by Persons Appointed by Company
892 公司委某调查公司事务
(1) 公司藉特决议委某调查该公司事务
(2) 调查关公司事务获委藉书面通知求该公司高级员代理作出作 ——
(a) 该获委交出关受调查事宜该员代理保控制纪录文件
(b) 该通知指明时间点面见该获委宣誓宣誓情况回答该该员代理提出关受调查事宜问题
(c) 回答该通知指明关受调查事宜问题
(3) 施行第(2)(b)款获委监誓
892 Appointment of person by company to investigate its affairs
(1) A company may by special resolution appoint a person to investigate its affairs
(2) For the purpose of investigating the company’s affairs the appointed person may by notice in writing require any officer or agent of the company to do any or all of the following—
(a) produce to the appointed person any record or document relating to any matter under investigation that is in the officer’s or agent’s custody or power
(b) attend before the appointed person at the time and place specified in the notice and answer any question whether on oath or otherwise relating to any matter under investigation that the appointed person may raise with the officer or agent
(c) answer any question relating to any matter under investigation that is specified in the notice
(3) The appointed person may administer an oath to any person for the purposes of subsection (2)(b)
893 原讼法庭研讯高级员代理没面见获委事等
(1) 某公司高级员代理没遵根第892(2)条施加求获委原讼法庭申请没遵该项求事进行研讯
(2) 原讼法庭信纳关高级员代理合理辩解情况没遵关求惩罚该员该代理(视属情况定)惩罚方式犹该员该代理犯藐视法庭罪样
893 Court may inquire into failure of officer or agent to attend before appointed person etc
(1) If an officer or agent of a company fails to comply with a requirement imposed on the officer or agent under section 892(2) the appointed person may apply to the Court for an inquiry into the failure
(2) The Court may if it is satisfied that the officer or agent has without any reasonable excuse failed to comply with the requirement punish the officer or agent (as the case may be) in the same manner as if the officer or agent had been guilty of contempt of court
894 获委提交报告
(1) 根第892(1)条获委调查某公司事务须该调查完成该公司会指示方式该调查提交报告
(2) 法院进行法律程序中 ——
(a) 某文件述报告文获委该公司签署该文件交出接纳证需加证明
(b) 该文件根(a)段接纳证该获委该报告述明意见证
___________
894 Report by appointed person
(1) A person appointed to investigate a company’s affairs under section 892(1) must on the conclusion of the investigation report on the investigation in any manner as that company in general meeting may direct
(2) In any proceedings before a court—
(a) a document purporting to be a copy of the report and purporting to be signed by the appointed person and the company is admissible in evidence on its production without further proof and
(b) on being admitted in evidence under paragraph (a) the document is proof of any opinion of the appointed person expressed in the report
___________
第20部
Part 20
杂项条文
(格式变更——2013年第1号编辑修订纪录)
Miscellaneous
(Format changes—ER 1 of 2013)
第1分部 —— 杂项罪行
Division 1—Miscellaneous Offences
895 关虚假陈述罪行
(1) 条例条文规定须提交制备申报表报告财务报表证明书文件中须条例条文目提交制备申报表报告财务报表证明书文件中明知罔顾实情作出项项具误导性虚假具欺骗性陈述该属犯罪
附注——
请参阅第873条该条赋权处长会构成款订罪行作否已作出进行查讯目求交出纪录文件求该等纪录文件提供资料解释
(2) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款300000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
(3) 条影响 ——
(a) 刑事罪行条例(第200章)第V部实施
(b) 盗窃罪条例(第210章)第192021条实施
895 Offence for false statement
(1) A person commits an offence if in any return report financial statements certificate or other document required by or for the purposes of any provision of this Ordinance the person knowingly or recklessly makes a statement that is misleading false or deceptive in any material particular
Note—
Please also see section 873 which empowers the Registrar to require the production of records or documents and the provision of information or explanation in respect of the records or documents for the purpose of enquiring into whether any act that would constitute an offence under this subsection has been done
(2) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 300000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
(3) This section does not affect the operation of—
(a) Part V of the Crimes Ordinance (Cap 200) or
(b) section 19 20 or 21 of the Theft Ordinance (Cap 210)
896 关恰Limited限公司等罪行
(1) 情况属犯罪 ——
(a) 该非限法律责形式成立法团
(b) 述名称称号述名称称号进行贸易营业务 ——
(i) 采Limited字缩写模仿字样字名称称号
(ii) 采Limited字缩写模仿字样中文版字名称称号
(iii) 中文限公司字样部分名称称号
(2) 情况属犯罪 ——
(a) 该非已成立法团
(b) 述名称称号述名称称号进行贸易营业务 ——
(i) 采CorporationIncorporated字缩写模仿字样字名称称号
(ii) 采CorporationIncorporated字缩写模仿字样中文版字名称称号
(iii) 中文注册公司法团体字样部分名称称号
(3) 犯第(1)(2)款订罪行处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
896 Offence for improper use of Limited or 限公司 etc
(1) A person commits an offence if the person—
(a) is not incorporated with limited liability and
(b) uses trades or carries on business under a name or title of which—
(i) the word Limited or a contraction or imitation of that word is the last word
(ii) the Chinese version of the word Limited or of a contraction or imitation of that word is the last word or
(iii) the Chinese characters 限公司 form part
(2) A person commits an offence if the person—
(a) is not incorporated and
(b) uses trades or carries on business under a name or title of which—
(i) the word Corporation or Incorporated or a contraction or imitation of that word is the last word
(ii) the Chinese version of the word Corporation or Incorporated or of a contraction or imitation of that word is the last word or
(iii) the Chinese characters 注册公司 or 法团体 form part
(3) A person who commits an offence under subsection (1) or (2) is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
第2分部 —— 关调查执法措施杂项条文
Division 2—Miscellaneous Provisions relating to Investigation or Enforcement Measures
897 怀疑发生罪行时原讼法庭命令查阅交出纪录文件
(1) 原讼法庭信纳情况应律政司司长申请根第(2)(3)款作出命令 ——
(a) 合理相信担公司高级员时犯该公司事务理关连罪行
(b) 犯罪证文件中找 ——
(i) 该公司纪录文件该公司控制纪录文件
(ii) 属营银行业务关该公司事务纪录文件
(2) 原讼法庭第(1)(b)(i)款述纪录文件作出命令 ——
(a) 授权该命令指名查阅该纪录文件调查关罪行取该罪行证
(b) 规定该公司公司秘书该命令指名该公司高级员该命令指明点该命令指名交出该纪录文件
(3) 原讼法庭第(1)(b)(ii)款述纪录文件作出命令授权该命令指名查阅该纪录文件调查关罪行取该罪行证
(4) 条中 ——
文件 (document)具第838(1)条予该词涵义
纪录 (record)具第838(1)条予该词涵义
897 Court may order inspection or production of records or documents if offence suspected
(1) The Court may on application by the Secretary for Justice make an order under subsection (2) or (3) if it is satisfied that—
(a) there is reasonable cause to believe that any person has while an officer of a company committed an offence in connection with the management of the company’s affairs and
(b) evidence of the commission of the offence is to be found in—
(i) any record or document of or under the control of the company or
(ii) any record or document of a person carrying on a banking business which relate to the company’s affairs
(2) The Court may in the case of a record or document mentioned in subsection (1)(b)(i) make an order—
(a) authorizing a person named in the order to inspect the record or document for the purpose of investigating and obtaining evidence of the offence or
(b) requiring the company secretary of the company or any other officer of the company named in the order to produce the record or document to a person and at a place named in the order
(3) The Court may in the case of a record or document mentioned in subsection (1)(b)(ii) make an order authorizing a person named in the order to inspect the record or document for the purpose of investigating and obtaining evidence of the offence
(4) In this section—
document (文件) has the meaning given by section 838(1)
record (纪录) has the meaning given by section 838(1)
898 藉原讼法庭命令强制执行规定
(1) 公司公司高级员违反条例中关事宜规定条适 ——
(a) 处长送交交付提供递交交出文件
(b) 处长发出予关事宜通知
(2) 处长关公司成员债权该公司关高级员送达通知求该公司员遵守关规定
(3) 关公司高级员述通知送达14日没违反规定作出纠正原讼法庭应处长该公司成员债权申请作出命令 ——
(a) (属公司违反规定情况)指示该公司高级员该命令指明时限违反规定事作出纠正
(b) (属高级员违反规定情况)指示该员该命令指明时限违反规定事作出纠正
(4) 述命令订定述申请讼费附带费均须 ——
(a) (属公司违反规定情况)该公司违反规定事负责高级员承担
(b) (属高级员违反规定情况)该员承担
(5) 条影响关违反规定事件公司公司高级员施加刑罚条例实施
898 Enforcement of requirements by order of Court
(1) This section applies if a company or an officer of a company contravenes a requirement of this Ordinance—
(a) to send deliver supply forward or produce a document to the Registrar or
(b) to give notice to the Registrar of any matter
(2) The Registrar or a member or creditor of the company may serve a notice on the company or officer requiring the company or officer to comply with the requirement
(3) If the company or officer fails to make good the contravention within 14 days after service of the notice the Court may on application by the Registrar or by a member or creditor of the company make an order—
(a) in the case of a contravention by the company directing the company and any officer of the company to make good the contravention within the time specified in the order or
(b) in the case of a contravention by the officer directing the officer to make good the contravention within the time specified in the order
(4) An order may provide that all costs of and incidental to the application are to be borne—
(a) in the case of a contravention by the company by the company or by any officer of the company responsible for the contravention or
(b) in the case of a contravention by the officer by that officer
(5) This section does not affect the operation of any Ordinance imposing penalties on a company or any officer of a company in respect of the contravention
899 处长涉嫌违例者发出通知提出某条件符合起诉
(1) 处长理相信某犯附表7指明罪行该发出符合说明书面通知 ——
(a) 指称该犯附表指明罪行载该罪行详情
(b) 视关罪行 ——
(i) 属第(5)款述罪行抑
(ii) 属第(6)款述罪行
参该款载该通知条款
(c) 该款目指明限期款额
(d) 载处长认合适资料
(2) 述通知针关罪行法律程序展开前发出
(3) 处长藉书面通知延展第(1)(c)款指明限期项权力该限期行该限期终结行
(4) 第(1)款指通知该通知指明限期根第(3)款延展限期撤回
(5) 关罪行属没作出某作事情构成罪行 ——
(a) 关第(1)款指通知指明限期根第(3)款延展限期处长缴付该通知指明款额作出该作事情会该罪行针该提起法律程序
(b) 关第(1)款指通知指明限期根第(3)款延展限期没处长缴付该通知指明款额没作出该作事情该罪行针该提起法律程序
(6) 关罪行属没作出某作事情构成罪行 ——
(a) 关第(1)款指通知指明限期根第(3)款延展限期处长缴付该通知指明款额会该罪行针该提起法律程序
(b) 关第(1)款指通知指明限期根第(3)款延展限期没处长缴付该通知指明款额该罪行针该提起法律程序
(7) 缴付根第(1)款某发出通知指明款额视该承认该须该通知指称该犯罪行负法律责
899 Registrar may give notice to suspected offender about not instituting proceedings under certain conditions
(1) If the Registrar has reason to believe that a person has committed an offence specified in Schedule 7 the Registrar may give the person a notice in writing that—
(a) alleges that the person has committed an offence specified in the Schedule and contains the particulars of the offence
(b) contains—
(i) in the case of an offence mentioned in subsection (5) the terms of the notice by reference to that subsection or
(ii) in the case of an offence mentioned in subsection (6) the terms of the notice by reference to that subsection
(c) specifies the period and amount for the purposes of that subsection and
(d) contains any other information that the Registrar thinks fit
(2) A notice may be given only before the proceedings on the offence commence
(3) The Registrar may by a further notice in writing extend the period specified under subsection (1)(c) This power is exercisable within or after the end of that period
(4) A notice under subsection (1) may not be withdrawn within the period specified in the notice or that period as extended under subsection (3)
(5) Where the offence is an offence constituted by a failure to do an act or thing—
(a) no proceedings will be instituted against the person in respect of that offence if within the period specified in a notice under subsection (1) or that period as extended under subsection (3) the person pays to the Registrar the amount specified in the notice and does the act or thing or
(b) proceedings may be instituted against the person in respect of that offence if within the period specified in a notice under subsection (1) or that period as extended under subsection (3) the person has not paid to the Registrar the amount specified in the notice or has not done the act or thing
(6) Where the offence is not an offence constituted by a failure to do an act or thing—
(a) no proceedings will be instituted against the person in respect of that offence if within the period specified in a notice under subsection (1) or that period as extended under subsection (3) the person pays to the Registrar the amount specified in the notice or
(b) proceedings may be instituted against the person in respect of that offence if within the period specified in a notice under subsection (1) or that period as extended under subsection (3) the person has not paid to the Registrar the amount specified in the notice
(7) The payment of an amount specified in a notice given to a person under subsection (1) is not to be regarded as an admission by the person of any liability for the offence alleged in the notice to have been committed by the person
900 展开法律程序时效
(1) 裁判官条例(第227章)第26条规定关条例订罪行告发申诉 ——
(a) 犯该罪行3年
(b) 律政司司长知悉助控证日期12月
裁判官提出作出便予审讯
(2) 条言律政司司长知悉助控证日期发出证明书该日期确证
(3) 条适 ——
(a) 公诉罪行
(b) 循公诉程序循简易程序审讯罪行
(4) 条中 ——
助控证 (supporting evidence)指律政司司长认足支持法律程序提起属理证
900 Limitation on commencement of proceedings
(1) Despite section 26 of the Magistrates Ordinance (Cap 227) an information or complaint relating to an offence under this Ordinance may be tried if it is laid before or made to a magistrate—
(a) within 3 years after the commission of the offence and
(b) within 12 months after the date on which the supporting evidence came to the Secretary for Justice’s knowledge
(2) For the purposes of this section a certificate of the Secretary for Justice as to the date on which the supporting evidence came to the Secretary for Justice’s knowledge is conclusive evidence of that date
(3) This section does not apply to—
(a) an indictable offence or
(b) an offence triable either on indictment or summarily
(4) In this section—
supporting evidence (助控证) means evidence sufficient in the Secretary for Justice’s opinion to justify the proceedings
901 罚款运
(1) 法院根条例判处罚款时指示罚款全部部分作支付关法律程序讼费
(2) 根第(1)款作出指示规定外根条例罚款须拨作政府般收入
(3) 条例规定第(2)款属效
901 Application of fines
(1) When imposing a fine under this Ordinance the court may direct that the whole or any part of the fine is to be applied in or towards payment of the costs of the proceedings
(2) Subject to a direction under subsection (1) a fine under this Ordinance must be paid into the general revenue
(3) Subsection (2) has effect despite anything in any other Ordinance
第3分部 —— 关公司高级员核数师行杂项条文
Division 3—Miscellaneous Provisions relating to Misconduct by Officer or Auditor of Company
902 释义
分部中 ——
行 (misconduct)指疏忽失责违反责违反信讬行
指明士 (specified person)指 ——
(a) 公司高级员
(b) 获公司聘核数师
902 Interpretation
In this Division—
misconduct (行) means negligence default breach of duty or breach of trust
specified person (指明士) means—
(a) an officer of a company or
(b) a person employed by a company as an auditor
903 原讼法庭关行法律程序中公司高级员等予宽免
(1) 针某指明士行提起法律程序中原讼法庭 ——
(a) 觉该须须该行承担法律责
(b) 觉该诚实合理行事
(c) 顾关案件整体情况(包括该委关连情况)觉公该行应予宽宥
条适
(2) 原讼法庭认合适条款全盘局部宽免关指明士法律责
(3) 关案件审讯法官陪审团情况进行该法官 ——
(a) 陪审团手中完全局部撤回该案件
(b) 指示该法官认合适关讼费条款条款判关指明士胜诉
903 Court may grant company officer etc relief in proceedings for misconduct
(1) This section applies if in any proceedings for any misconduct against a specified person it appears to the Court that the person—
(a) is or may be liable for the misconduct
(b) has acted honestly and reasonably and
(c) ought fairly to be excused for the misconduct having regard to all the circumstances of the case (including those connected with the person’s appointment)
(2) The Court may relieve the specified person either wholly or partly from the liability on any terms that the Court thinks fit
(3) If the case is tried by a judge with a jury the judge may—
(a) withdraw the case in whole or in part from the jury and
(b) direct judgment to be entered for the specified person on the terms as to costs or otherwise that the judge thinks fit
904 原讼法庭应公司高级员等申请行该员予宽免
(1) 指明士理忧虑会某行针该提出申索原讼法庭申请宽免
(2) 原讼法庭应申请认合适条款全盘局部宽免关指明士法律责前提法庭 ——
(a) 觉该须须该行承担法律责
(b) 觉该诚实合理行事
(c) 顾关案件整体情况(包括该委关连情况)觉公该行应予宽宥
904 Court may grant company officer etc relief for misconduct on officer’s application
(1) A specified person may apply to the Court for relief if the person has reason to apprehend that a claim will or might be made against the person for any misconduct
(2) On an application the Court may relieve the specified person either wholly or partly from the liability on any terms that the Court thinks fit if it appears to the Court that the person—
(a) is or may be liable for the misconduct
(b) has acted honestly and reasonably and
(c) ought fairly to be excused for the misconduct having regard to all the circumstances of the case (including those connected with the person’s appointment)
第4分部 —— 杂项条文
Division 4—Other Miscellaneous Provisions
905 公司提出诉讼讼费等
(1) 情况条适 ——
(a) 公司诉讼法律程序中原告
(b) 关事宜司法辖权法院根信证供觉理相信告胜诉该公司会力支付告讼费
(2) 局限法院条例权力原法院 ——
(a) 求述讼费予充足保证
(b) 予该保证前搁置法律程序
(3) 条中 ——
公司 (company)指 ——
(a) 限公司
(b) 香港外方成立法团公司
905 Costs in action by company etc
(1) This section applies where—
(a) a company is a plaintiff in an action or other legal proceedings and
(b) it appears by credible testimony to the court having jurisdiction in the matter that there is reason to believe the company will be unable to pay the defendant’s costs if the defendant succeeds in the defence
(2) Without limiting the powers of the court under any other Ordinance the court may—
(a) require sufficient security to be given for those costs and
(b) stay all proceedings until the security is given
(3) In this section—
company (公司) means—
(a) a limited company or
(b) a company incorporated outside Hong Kong
906 关私检控保留条文
条例中关律政司司长提起刑事法律程序条文阻止提起进行该等法律程序
906 Saving as to private prosecution
Nothing in this Ordinance relating to the institution of criminal proceedings by the Secretary for Justice precludes any person from instituting or carrying on any such proceedings
907 关享保密权通讯保留条文
律政司司长根条例提起针某法律程序条例视规定须披露该基法律专业保密权理权拒绝披露资料
907 Saving for privileged communication
If proceedings are instituted under this Ordinance against any person by the Secretary for Justice nothing in this Ordinance is to be regarded as requiring any person to disclose any information that the person is entitled to refuse to disclose on grounds of legal professional privilege
908 采纸化方式持转股份债权证
(尚未实施)
附表8(载关采纸化方式持转股份债权证修订)具效力
908 Paperless holding and transfer of shares and debentures
(Not yet in operation)
Schedule 8 which contains amendments relating to paperless holding and transfer of shares and debentures has effect
909 订立规例权力
(1) 财政司司长根条例须订明获准订明事宜订立规例
(2) 行政长官会行政会议财政司司长根条例部获赋权关事宜订立规例第(1)款适
909 Power to make regulations
(1) The Financial Secretary may make regulations for any matter required or permitted to be prescribed under this Ordinance
(2) Subsection (1) does not apply if the Chief Executive in Council or the Financial Secretary is empowered under another Part to make regulations for the matter
910 关根条例订立规例补充条文
行政长官会行政会议财政司司长根条例订立附属法例 ——
(a) 案类案订立条文
(b) 载行政长官会行政会议财政司司长(视属情况定)认合适相应渡性保留附带补充条文
910 Supplementary provisions for regulations made under this Ordinance
Subsidiary legislation made by the Chief Executive in Council or the Financial Secretary under this Ordinance may—
(a) make different provision for different cases or classes of cases and
(b) contain any consequential transitional saving incidental or supplementary provisions that the Chief Executive in Council or the Financial Secretary (as the case may be) thinks fit
911 财政司司长处长修订附表
(1) 财政司司长藉宪报刊登公告修订附表123455A5B5C7 (2018年第3号第5条修订)
(2) 处长藉宪报刊登公告修订附表6
___________
911 Financial Secretary and Registrar may amend Schedules
(1) The Financial Secretary may by notice published in the Gazette amend Schedule 1 2 3 4 5 5A 5B 5C or 7 (Amended 3 of 2018 s 5)
(2) The Registrar may by notice published in the Gazette amend Schedule 6
___________
第21部
Part 21
相应修订渡性条文保留条文
(格式变更——2013年第1号编辑修订纪录)
Consequential Amendments and Transitional and Saving Provisions
(Format changes—ER 1 of 2013)
第1分部 —— 相应相关修订
Division 1—Consequential and Related Amendments
912 成文法修订
(1) 附表910指明成文法现予修订修订方式列该等附表
(2) 财政司司长藉宪报刊登公告 ——
(a) 修订附表910成文法作出条例条文开始实施属必相应相关修订
(b) (附表910条文属条例条文开始实施属必者)废该条文
912 Amendments to enactments
(1) The enactments specified in Schedules 9 and 10 are amended as set out in those Schedules
(2) The Financial Secretary may by notice published in the Gazette—
(a) amend Schedule 9 or 10 to make such consequential or related amendments to any enactment as are necessary on account of the coming into operation of any provision of this Ordinance or
(b) repeal any provision in Schedule 9 or 10 that is no longer necessary on account of the coming into operation of any provision of this Ordinance
第2分部 —— 渡性条文保留条文
Division 2—Transitional and Saving Provisions
913 渡性条文保留条文
(1) 附表11列明渡性条文保留条文具效力
(2) 财政司司长藉宪报刊登公告修订附表11
913 Transitional and saving provisions
(1) The transitional and saving provisions as set out in Schedule 11 have effect
(2) The Financial Secretary may by notice published in the Gazette amend Schedule 11
914 保留条文延伸效力
(1) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力条适
(2) 第(1)款述前身条例条文效力作出保留延伸符合说明前身条例条文 ——
(a) 界定首述条文词句条文
(b) 首述条文解释该条文作出
(3) 第(1)款述前身条例中订立罪行条文效力作出保留延伸前身条例附表12中关该条文记项
(4) 前身条例某条文第(1)款述般具持续效力紧接该条文第912条废前前身条例附表8指明费须该条文规定授权事宜根该条文规定授权事宜处长支付紧接废前效前身条例第304(1)(2)条该附表须该事宜继续适
(5) 第(7)(9)款规限第(1)款述前身条例中提述订明指明格式表格提述订明方式条文效力作出保留关格式表格订明指明关方式订明根某项权力作出该项保留延伸该格式表格方式延伸该项权力
(6) 关前身条例条文提述指明格式表格处长 ——
(a) 关目指明格式表格
(b) 施行第(7)(b)款该格式表格定出日期
(7) 处长根第(6)款行权力 ——
(a) 根第(6)(b)款定出日期前关前身条例条文效力须解释提述根第(6)(a)款指明格式表格
(b) 该日期日关前身条例条文效力须解释提述该格式表格
(8) 关前身条例条文规定某须该条例某目处长述明提供某事宜详情资料没规定该事宜详情资料须指明格式表格述明提供处长 ——
(a) 该目指明格式表格
(b) 施行第(9)款该格式表格定出日期
(9) 处长根第(8)款行权力关前身条例条文效力须解释规定根第(8)(b)款定出日期日关事宜详情资料须第(8)(a)款指明格式表格述明提供
914 Extended effect of saving provision
(1) This section applies if a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal
(2) The saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance extends to any other provision of the predecessor Ordinance—
(a) that defines an expression used in the provision or
(b) in accordance with which the provision is to be construed
(3) The saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance that creates an offence extends to the entry relating to that provision in the Twelfth Schedule to the predecessor Ordinance
(4) Section 304(1) and (2) of and the Eighth Schedule to the predecessor Ordinance as in force immediately before their repeal continue to apply in respect of a matter that is required or authorized by or under a provision of the predecessor Ordinance having a continuing effect as mentioned in subsection (1) if immediately before that provision was repealed by section 912 a fee specified in that Schedule was payable to the Registrar in respect of that matter
(5) Subject to subsections (7) and (9) the saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance that refers to a prescribed or specified form or refers to a prescribed manner extends to the form or manner and to the power under which it is prescribed or specified
(6) If the provision of the predecessor Ordinance refers to a specified form the Registrar may—
(a) specify another form for the purpose and
(b) determine a date in relation to that other form for the purposes of subsection (7)(b)
(7) If the Registrar exercises the powers under subsection (6) the effect of the provision of the predecessor Ordinance is to be construed as—
(a) also referring to the form specified under subsection (6)(a) before the date determined under subsection (6)(b) and
(b) only referring to that form on or after that date
(8) If the provision of the predecessor Ordinance requires a person in relation to a particular purpose of that Ordinance to state or furnish any matter particulars or information to the Registrar but does not require the matter particulars or information to be stated or furnished in a specified form the Registrar may—
(a) specify a form for the purpose and
(b) determine a date in relation to the form for the purposes of subsection (9)
(9) If the Registrar exercises the powers under subsection (8) the effect of the provision of the predecessor Ordinance is to be construed as requiring the matter particulars or information to be stated or furnished in the form specified under subsection (8)(a) on or after the date determined under subsection (8)(b)
915 关虚假陈述罪行
(1) 情况条适 ——
(a) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力
(b) 该条文废该条文规定须提交制备申报表报告证明书资产负债表文件须该条文施行提交制备申报表报告证明书资产负债表文件
(2) 述申报表报告证明书资产负债表文件意作出项项属虚假陈述明知该项陈述虚假该属犯罪
(3) 犯第(2)款订罪行处第6级罚款监禁6月
(4) 条影响 ——
(a) 刑事罪行条例(第200章)第V部实施
(b) 盗窃罪条例(第210章)第192021条实施
915 Offence for false statement
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal and
(b) after the repeal any return report certificate balance sheet or other document is required by or for the purposes of the provision
(2) A person commits an offence if in the return report certificate balance sheet or document the person wilfully makes a statement false in any material particular knowing it to be false
(3) A person who commits an offence under subsection (2) is liable to a fine at level 6 and to imprisonment for 6 months
(4) This section does not affect the operation of—
(a) Part V of the Crimes Ordinance (Cap 200) or
(b) section 19 20 or 21 of the Theft Ordinance (Cap 210)
916 展开法律程序时效
(1) 情况条适 ——
(a) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力
(b) 该条文废犯该条文订罪行
(2) 裁判官条例( 第227章)第26条规定关述罪行告发申诉 ——
(a) 该罪行发生3年
(b) 律政司司长知悉助控证日期12月
提起作出便予审讯
(3) 条言律政司司长知悉助控证日期发出证明书该日期确证
(4) 条适1973年3月1日前犯罪行
(5) 条中 ——
助控证 (supporting evidence)指律政司司长认足支持法律程序提起属理证
916 Limitation on commencement of proceedings
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal and
(b) after the repeal an offence is committed under the provision
(2) Despite section 26 of the Magistrates Ordinance (Cap 227) an information or complaint relating to the offence may be tried if it is laid or made—
(a) within 3 years after the commission of the offence and
(b) within 12 months after the date on which the supporting evidence came to the Secretary for Justice’s knowledge
(3) For the purposes of this section a certificate of the Secretary for Justice as to the date on which the supporting evidence came to the Secretary for Justice’s knowledge is conclusive evidence of that date
(4) This section does not apply to an offence committed before 1 March 1973
(5) In this section—
supporting evidence (助控证) means evidence sufficient in the Secretary for Justice’s opinion to justify the proceedings
917 罚款运
(1) 情况条适 ——
(a) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力
(b) 该条文废原讼法庭裁判官根该条文施加罚款
(2) 原讼法庭裁判官施加罚款时指示罚款全数部分 ——
(a) 作支付关法律程序讼费
(b) 讨该罚款源某告发某进行诉讼情况作酬赏该
(3) 根第(2)款作出指示规定外述罚款须拨作政府般收入
(4) 条例规定第(3)款属效
917 Application of fines
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal and
(b) after the repeal a fine is imposed under the provision
(2) When imposing the fine the Court or magistrate may direct that the whole or any part of the fine is to be applied—
(a) in or towards payment of the costs of the proceedings or
(b) in or towards rewarding the person on whose information or at whose suit the fine is recovered
(3) Subject to a direction under subsection (2) the fine must be paid into the general revenue
(4) Subsection (3) has effect despite anything in any other Ordinance
918 关私检控保留条文
(1) 情况条适 ——
(a) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力
(b) 该条文关律政司司长提起刑事法律程序
(2) 述条文阻止提起进行刑事法律程序
918 Saving as to private prosecution
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal and
(b) the provision relates to the institution of criminal proceedings by the Secretary for Justice
(2) Nothing in the provision precludes any person from instituting or carrying on any criminal proceedings
919 关特权通讯保留条文
(1) 情况条适 ——
(a) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力
(b) 该条文废律政司司长根该条文提起针某法律程序
(2) 述条文视规定担告律师须披露该该身分取特权通讯
919 Saving for privileged communication
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal and
(b) after the repeal proceedings are instituted under the provision against any person by the Secretary for Justice
(2) Nothing in the provision is to be regarded as requiring any person who has acted as solicitor for the defendant to disclose any privileged communication made to the person in that capacity
第3分部 —— 补充条文
Division 3—Supplemental Provisions
920 部等减损第1章第23条效力
部附表91011规定外部该等附表条文增补非减损释义通条例(第1章)第23条
920 This Part etc not to derogate from section 23 of Cap 1
This Part and Schedules 9 10 and 11 are in addition to and not in derogation of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) except as otherwise provided in this Part or those Schedules
921 法律持续效
(1) 条例条例条文废该条文制定(否加修改)条适
(2) 述废制定影响关法律持续效
(3) 根述废条文作出该条文目作出事情(包括订立附属法例)犹根该条文作出犹该条文目作出般具效力事情(包括订立附属法例)根条例相应条文作出该相应条文目作出紧接该相应条文生效日期前效具效力该生效日期然效犹根该相应条文该相应条文目作出样
(4) 条例文书文件中提述(明示默示方式提述)条例条文文意许须相应废条文具效力时间情况目范围解释包括该相应条文提述
(5) 条例文书文件中提述(明示默示方式提述)废条文文意许须条例相应条文具效力时间情况目范围解释(文意解释)包括条例该相应条文提述
(6) 条效力须受条例载特定渡性条文保留条文规限
___________
921 Continuity of law
(1) This section applies if a provision of this Ordinance reenacts (with or without modification) a provision of another Ordinance repealed by this Ordinance
(2) The repeal and reenactment does not affect the continuity of the law
(3) Anything done (including subsidiary legislation made) or having effect as if done under or for the purposes of the repealed provision that could have been done under or for the purposes of the corresponding provision of this Ordinance if in force or effective immediately before the commencement date of that corresponding provision has effect after that commencement date as if done under or for the purposes of that corresponding provision
(4) A reference (express or implied) in an Ordinance instrument or document to a provision of this Ordinance is to be construed (so far as the context permits) as including as respects times circumstances and purposes in relation to which the corresponding repealed provision had effect a reference to that corresponding provision
(5) A reference (express or implied) in an Ordinance instrument or document to a repealed provision is to be construed (so far as the context permits) as respects times circumstances and purposes in relation to which the corresponding provision of this Ordinance has effect as being or (according to the context) including a reference to the corresponding provision of this Ordinance
(6) This section has effect subject to any specific transitional or saving provision contained in this Ordinance
___________
附表1
[第357911条]
(2018年第35号第85条修订)
Schedule 1
[ss 357 & 911]
(Amended 35 of 2018 s 85)
母企业附属企业
Parent Undertakings and Subsidiary Undertakings
1 释义
(1) 附表中 —— (2018年第35号第85条修订)
企业 (undertaking) 指 ——
(a) 法团体
(b) 合伙
(c) 营(否牟利)某行业业务属法团组织
股份 (shares) ——
(a) 股企业言指已配发股份
(b) 股外形式资企业言指分摊该企业资权利
(c) 没资企业言指符合说明权益 ——
(i) 赋予分享该企业利润权利导致分担该企业损失法律责
(ii) 导致产生该企业清盘时分担该企业债项开支责 (2018年第35号第85条修订)
会计准 (accounting standards)涵义第9部中该词涵义相 (2018年第35号第85条增补)
(2) 附表中提述适母企业财务报表会计准提述条款属攸关该母企业情况该财务报表会计准 (2018年第35号第85条增补)
1 Interpretation
(1) In this Schedule— (Amended 35 of 2018 s 85)
accounting standards (会计准) has the same meaning as in Part 9 (Added 35 of 2018 s 85)
shares (股份)—
(a) in relation to an undertaking having a share capital means the allotted shares
(b) in relation to an undertaking having capital in a form other than share capital means the right to share in the capital of the undertaking or
(c) in relation to an undertaking not having any capital means—
(i) the interest giving a right to share in the profits or giving rise to a liability to contribute to the losses of the undertaking or
(ii) the interest giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of its being wound up
undertaking (企业) means—
(a) a body corporate
(b) a partnership or
(c) an unincorporated association carrying on a trade or business whether for profit or not
(2) In this Schedule a reference to accounting standards applicable to any financial statements of a parent undertaking is a reference to accounting standards as are in accordance with their terms relevant to the parent undertaking’s circumstances and to the financial statements (Added 35 of 2018 s 85)
2 母企业
(1) 附表第9部言企业情况属企业母企业 ——
(a) 控制该企业
(b) 适财务报表会计准言属该企业母企业(parent)
(2) 第(1)(a)款言企业权治企业财务营运政策该企业活动中取利益属控制该企业
(3) 第(1)(a)款言企业情况非相反证明成立须推定控制企业 ——
(a) 持该企业半数表决权
(b) 该企业成员达成协议权行该企业半数表决权
(c) 具权利委罢免该企业董事局半数董事等治团体半数成员
(d) 权该企业董事局等治团体会议投半数票
(4) 第(3)款局限第(2)款
(5) 第(3)款言提述企业表决权 ——
(a) 股企业言提述成员股份赋予该等成员该企业成员会事宜致事宜表决权利
(b) 没股企业言 ——
(i) 该企业须举行成员会该会藉行表决权决定事宜——提述赋予该等成员该会事宜致事宜表决权利
(ii) 该企业须举行述成员会——提述根该企业章程该企业整体政策作出指示修改该章程条款权利
(6) 第(3)(c)款言提述委罢免董事局半数董事等治团体半数成员权利 ——
(a) 提述委罢免权利：董事局会议事宜致事宜持半数表决权董事
(b) 提述委罢免权利：该团体会议事宜致事宜持半数表决权该团体成员
(7) 第(6)款言 ——
(a) 决定某企业否委罢免董事关等治团体成员权利时意方行权利须予理会没该权利属例外
(b) ——
(i) 某获委某企业董事等治团体成员必然会获委关企业董事等治团体成员
(ii) 董事席位等治团体成员席位某企业身担
该企业委董事等治团体成员权利
(2018年第35号第85条代)
2 Parent undertaking
(1) For the purposes of this Schedule and Part 9 an undertaking is a parent undertaking of another undertaking if—
(a) it has control over that other undertaking or
(b) it is a parent of that other undertaking for the purposes of the accounting standards applicable to its financial statements
(2) For the purposes of subsection (1)(a) an undertaking has control over another undertaking if it has the power to govern the financial and operating policies of that other undertaking so as to obtain benefits from that other undertaking’s activities
(3) For the purposes of subsection (1)(a) an undertaking is presumed unless the contrary is proved to have control over another undertaking if—
(a) it holds a majority of the voting rights in that other undertaking
(b) it has the power to exercise a majority of the voting rights in that other undertaking by reason of an agreement with other members of that other undertaking
(c) it has the right to appoint or remove a majority of the board of directors or an equivalent governing body of that other undertaking or
(d) it has the power to cast a majority of votes at meetings of the board of directors or an equivalent governing body of that other undertaking
(4) Subsection (3) does not limit subsection (2)
(5) For the purposes of subsection (3) a reference to the voting rights in an undertaking is—
(a) in the case of an undertaking having a share capital a reference to the rights given to the members in respect of their shares to vote at general meetings of the undertaking on all or substantially all matters or
(b) in the case of an undertaking not having a share capital—
(i) if the undertaking is required to hold general meetings at which matters are decided by the exercise of voting rights—a reference to the rights given to the members to vote at the general meetings on all or substantially all matters or
(ii) if the undertaking is not required to hold such general meetings—a reference to the rights under the undertaking’s constitution to direct the undertaking’s overall policy or to alter the terms of that constitution
(6) For the purposes of subsection (3)(c) a reference to the right to appoint or remove a majority of a board of directors or an equivalent governing body is—
(a) a reference to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all or substantially all matters or
(b) a reference to the right to appoint or remove members of the body holding a majority of the voting rights at meetings of the body on all or substantially all matters
(7) For the purposes of subsection (6)—
(a) in determining whether an undertaking has the right to appoint or remove a director or a member of the equivalent governing body a right that is exercisable only with another person’s consent is to be disregarded unless no other person has the right and
(b) an undertaking has the right to appoint a director or a member of the equivalent governing body if—
(i) a person’s appointment as a director or a member follows necessarily from that person’s appointment as a director or a member in relation to the undertaking or
(ii) the directorship or membership is held by the undertaking itself
(Replaced 35 of 2018 s 85)
3 补充附表第2条条文
(1) 附表言某企业(前者)附属企业持权利须视前者持
(2) 附表言 ——
(a) 局限(b)段原权利某情况方行 ——
(i) 该等情况已出现该等情况持续存时须考虑该权利
(ii) 该等情况拥该权利控制范围时须考虑该权利
(b) 正常情况行暂时行权利须继续予考虑
(3) 附表言 ——
(a) 某受信身分持权利须视非该持
(b) 某代名身分持权利须视该持
(4) 附表言某(前者)持权利(者)指示意方行该权利须视前者者代名身分持
(5) 附表言附作保证持股份权利 ——
(a) 保存该保证价值该保证套现行该权利外该权利提供该保证指示行
(b) ——
(i) 该等股份持关作正常业务活动部分批出贷款
(ii) 保存该保证价值该保证套现行该权利外该权利提供该保证权益行
该权利须视提供该保证持
(6) 第(3)(5)款规定母企业持权利须视附属企业持
(7) 第(5)款言某权利某企业企业集团指示行该权利须视该企业指示行某权利某企业企业集团权益行该权利须视该企业权益行
(8) 条中某企业(前者) ——
(a) 企业(者)母企业附属企业
(b) 企业(者)母企业附属企业
前者属者企业集团
3 Provisions supplementary to section 2 of this Schedule
(1) For the purposes of this Schedule a right held by a subsidiary undertaking of another undertaking is to be regarded as being held by that other undertaking
(2) For the purposes of this Schedule—
(a) without limiting paragraph (b) a right that is exercisable only in certain circumstances is taken into account—
(i) only when the circumstances have arisen and for so long as they continue to exist or
(ii) only when the circumstances are within the control of the person having the right and
(b) a right that is normally exercisable but is temporarily incapable of being exercised continues to be taken into account
(3) For the purposes of this Schedule—
(a) a right held by a person in a fiduciary capacity is to be regarded as not being held by the person and
(b) a right held by a person as nominee for another is to be regarded as being held by that other
(4) For the purposes of this Schedule a right is to be regarded as being held by a person as nominee for another if it is exercisable only on the instructions or with the consent of that other
(5) For the purposes of this Schedule a right attached to shares held by way of security is to be regarded as being held by the person providing the security—
(a) if except where the right is exercised for the purpose of preserving the value of the security or of realizing the security it is exercisable only in accordance with that person’s instructions or
(b) if—
(i) the shares are held in connection with the granting of loans as part of normal business activities and
(ii) except where the right is exercised for the purpose of preserving the value of the security or of realizing the security it is exercisable only in that person’s interests
(6) Subsections (3) and (5) do not require a right held by a parent undertaking to be regarded as being held by any of its subsidiary undertakings
(7) For the purposes of subsection (5) a right is to be regarded as being exercisable in accordance with the instructions or in the interests of an undertaking if it is exercisable in accordance with the instructions or in the interests (as the case may be) of any group undertaking of the undertaking
(8) In this section an undertaking is a group undertaking of another undertaking if—
(a) it is a parent or subsidiary undertaking of that other undertaking or
(b) it is a subsidiary undertaking of any parent undertaking of that other undertaking
4 附属企业
(1) 附表第9部言某企业(前者)企业(者)母企业者属前者附属企业
(2) 附表第9部言某企业(前者)母企业企业(者)附属企业前者属者附属企业
(2018年第35号第85条修订)
___________
4 Subsidiary undertaking
(1) For the purposes of this Schedule and Part 9 an undertaking is a subsidiary undertaking of another undertaking if that other undertaking is a parent undertaking of it
(2) For the purposes of this Schedule and Part 9 an undertaking is also a subsidiary undertaking of another undertaking if a parent undertaking of it is a subsidiary undertaking of that other undertaking
(Amended 35 of 2018 s 85)
___________
附表2
[第687485 114911条]
Schedule 2
[ss 68 74 85 114 & 911]
法团成立表格容
Content of Incorporation Form
第1部
Part 1
公司详情陈述
Particulars and Statements of Company
1 关公司详情陈述
施行第68(1)(a)条指明详情陈述 ——
(a) 关公司建议采名称
(b) 该公司香港注册办事处建议址
(c) 项陈述述明该公司会股份限公司担保限公司抑限公司
(d) (该公司会股份限公司限公司)项陈述述明该公司会私公司抑公众公司
(e) (该公司会担保限公司)该公司建议注册成员数
1 Particulars and statements relating to company
The particulars and statements specified for the purposes of section 68(1)(a) are—
(a) the proposed name of the company
(b) the proposed address of the company’s registered office in Hong Kong
(c) a statement as to whether the company is to be a company limited by shares or by guarantee or an unlimited company
(d) if the company is to be a company limited by shares or an unlimited company a statement as to whether it is to be a private or public company and
(e) if the company is to be a company limited by guarantee the number of members with which it proposes to register
第2部
Part 2
创办成员详情
Particulars of Founder member
2 创办成员详情
施行第68(1)(b)条指明详情关创办成员姓名名称址
2 Particulars of founder member
The particulars specified for the purposes of section 68(1)(b) are the name and address of the founder member
第3部
Part 3
建议高级员详情陈述
Particulars and Statement of Proposed Officers
3 董事详情
(1) 施行第68(1)(c)(i)条指明详情 ——
(a) (关士然) ——
(i) 现时名字姓氏前名字姓氏(话)名(话)
(ii) 通常住址
#(iii) 通讯址
(iv) 身分证号码( 该没身分证)持护号码签发国家
(b) (该法团体)法名称注册办事处办事处址
#(2) 施行第(1)(a)(iii)款通讯址邮政信箱号码
_____________________
编辑附注：
# 附表2第3(1)(a)(iii)(2)条尚未实施
3 Particulars of director
(1) The particulars specified for the purposes of section 68(1)(c)(i) are—
(a) if the person is a natural person—
(i) the present forename and surname former forename or surname (if any) and aliases (if any)
(ii) the usual residential address
#(iii) the correspondence address and
(iv) the number of the identity card or if the person does not have an identity card the number and issuing country of any passport held by the person or
(b) if the person is a body corporate the corporate name and the address of its registered or principal office
#(2) For the purposes of subsection (1)(a)(iii) a correspondence address must not be a post office box number
_____________________
Editorial Note
# Section 3(1)(a)(iii) and (2) of Schedule 2 is not yet in operation
4 关董事陈述
施行第68(1)(c)(ii)条指明陈述 ——
(a) (关士关法团成立表格签署)项该作出陈述述明 ——
(i) 该已意担关公司董事
(ii) (该然)该已年满18岁
(b) (该非该法团成立表格签署) ——
(i) 项该作出陈述述明该已意担该公司董事(该然)该已年满18岁
(ii) 项该签署作出陈述述明该已意担该公司董事(该然)该已年满18岁
4 Statement relating to director
The statement specified for the purposes of section 68(1)(c)(ii) is—
(a) if the person is the signatory to the incorporation form a statement by the person—
(i) that the person has consented to be a director of the company and
(ii) if the person is a natural person that he or she has attained the age of 18 years or
(b) if the person is not the signatory to the incorporation form—
(i) a statement by the person that the person has consented to be a director of the company and if the person is a natural person that he or she has attained the age of 18 years or
(ii) a statement by the signatory that the person has consented to be a director of the company and if the person is a natural person that he or she has attained the age of 18 years
5 公司秘书详情
(1) 施行第68(1)(d)条指明详情 ——
(a) (关士然非(c)段涵盖) ——
(i) 现时名字姓氏前名字姓氏( 话)名( 话)
(ii) 通讯址
(iii) 身分证号码(该没身分证)持护号码签发国家
(b) (该法团体非(c)段涵盖)法名称注册办事处办事处址
(c) (该某商号合伙该商号合伙均该公司联名公司秘书)该商号名称该商号办事处址
(2) 施行第(1)(a)(ii)款通讯址须香港方邮政信箱号码
5 Particulars of company secretary
(1) The particulars specified for the purposes of section 68(1)(d) are—
(a) if the person is a natural person and is not a person covered by paragraph (c)—
(i) the present forename and surname former forename or surname (if any) and aliases (if any)
(ii) the correspondence address and
(iii) the number of the identity card or if the person does not have an identity card the number and issuing country of any passport held by the person
(b) if the person is a body corporate and is not a person covered by paragraph (c) the corporate name and the address of its registered or principal office or
(c) if the person is a partner of a firm all partners of which are to be the joint company secretaries of the company the firm’s name and the address of the firm’s principal office
(2) For the purposes of subsection (1)(a)(ii) a correspondence address must be a place in Hong Kong and must not be a post office box number
6 释义
(1) 部中 ——
名字 (forename)包括教名取名
住址 (residential address) ——
(a) 包括酒店址该址关称部言永久址属例外
(b) 包括邮政信箱号码
姓氏 (surname)通常姓氏称衔认识言指该称衔
签署 (signatory)法团成立表格言指施行第69条签署该表格创办成员
(2) 部中提述前名字姓氏 ——
(a) 言包括 ——
(i) 该年满18岁前已更改弃名字姓氏
(ii) 已更改弃少20年名字姓氏
(b) 通常姓氏称衔认识言包括该采继承该称衔前认识姓名
(c) 已婚女士言包括婚前认识姓名姓氏
6 Definitions
(1) In this Part—
forename (名字) includes a Christian or given name
residential address (住址)—
(a) does not include an address at a hotel unless the person to whom it relates is stated for the purposes of this Part to have no other permanent address and
(b) does not include a post office box number
signatory (签署) in relation to an incorporation form means the founder member who signs the form for the purposes of section 69
surname (姓氏) for a person usually known by a title different from the person’s surname means that title
(2) In this Part a reference to a former forename or surname does not include—
(a) in relation to a person—
(i) a forename or surname that was changed or ceased to be used before the person attained the age of 18 years and
(ii) a forename or surname that has been changed or ceased to be used for a period of at least 20 years
(b) in relation to a person usually known by a title different from his or her surname the name by which the person was known before the adoption of or succession to the title and
(c) in relation to a married woman a name or surname by which she was known before her marriage
第4部
Part 4
关章程细陈述
Statements relating to Articles
7 关章程细陈述
施行第68(1)(e)条指明陈述 ——
(a) 项陈述述明关公司章程细已获名建议该公司组成时成该公司成员第67(1)(a)条目签署
(b) 项陈述述明根第67(1)(b)(ii)条交付公司章程细文容该章程细容相该文否连显示关签名签署日期部分( 载关文件正者)
7 Statements relating to articles
The statements specified for the purposes of section 68(1)(e) are—
(a) a statement that the company’s articles have been signed for the purposes of section 67(1)(a) by every person proposing to become a member of the company on the company’s formation and
(b) a statement that the contents of the copy of the company’s articles delivered under section 67(1)(b)(ii) with or without the part showing the signature and the date of signing as they appear on the original document are the same as those of the articles
第5部
Part 5
股初股份持情况陈述
Statement of Capital and Initial Shareholdings
8 股初股份持情况陈述
(1) 施行第68(2)条指明陈述符合说明陈述 ——
(a) 述明关公司建议组成时发行股份总数
(b) 述明该公司创办成员会该公司组成时认购股总额
(c) 述明视已该公司建议组成时发行股份总数缴付款额尚未视尚未该等股份总数缴付款额
(d) 该等股会该公司组成时分类股份述明该等类类股份言述明 ——
(i) 该公司建议组成时发行该类股份总数
(ii) 该公司创办成员会该公司组成时认购该类股总额
(iii) 视已该公司建议组成时发行该类股份总数缴付款额尚未视尚未该等股份总数缴付款额
(iv) 该类股份附带表决权详情包括某情况产生权利
(v) 该类股份附带分派股息时参分派权利详情
(vi) 该类股份附带分派股时(包括清盘时进行分派)参分派权利详情
(vii) 该类股份否属赎回股份
(e) 名创办成员述明该公司建议组成时该成员发行股份数目该成员会该公司组成时认购股总额
(2) 建议关公司组成时某创办成员发行股份属22类第(1)(e)款规定资料须类股份述明
___________
8 Statement of capital and initial shareholdings
(1) The statement specified for the purposes of section 68(2) is a statement that—
(a) states the total number of shares that the company proposes to issue on the company’s formation
(b) states the total amount of share capital to be subscribed by the company’s founder members on that formation
(c) states the amount to be paid up or to be regarded as paid up and the amount to remain unpaid or to be regarded as remaining unpaid on the total number of shares that the company proposes to issue on that formation
(d) if the share capital is to be divided into different classes of shares on that formation also states the classes and for each class—
(i) the total number of shares in that class that the company proposes to issue on that formation
(ii) the total amount of share capital in that class to be subscribed by the company’s founder members on that formation
(iii) the amount to be paid up or to be regarded as paid up and the amount to remain unpaid or to be regarded as remaining unpaid on the total number of shares in that class that the company proposes to issue on that formation
(iv) the particulars of any voting rights attached to shares in that class including rights that arise only in certain circumstances
(v) the particulars of any rights attached to shares in that class as respects dividends to participate in a distribution
(vi) the particulars of any rights attached to shares in that class as respects capital to participate in a distribution (including on a winding up) and
(vii) whether or not shares in that class are redeemable shares and
(e) in respect of each founder member states the number of shares that the company proposes to issue to the member and the total amount of share capital to be subscribed by the member on that formation
(2) If the shares proposed to be issued to a founder member on the formation belong to 2 or more classes the information required under subsection (1)(e) must be stated in respect of each class
___________
附表3
[第361362363364365366366A911条]
(2018年第35号第86条修订)
Schedule 3
[ss 361 362 363 364 365 366 366A & 911]
(Amended 35 of 2018 s 86)
第361366A条指明类条件
(2018年第35号第86条修订)
Specified Qualifying Conditions for Sections 361 to 366A
(Amended 35 of 2018 s 86)
1A 释义
附表中 ——
非香港法团体 (nonHong Kong body corporate)指香港外方成立法团法团体
(2018年第35号第86条增补)
1A Interpretation
In this Schedule—
nonHong Kong body corporate (非香港法团体) means a body corporate incorporated outside Hong Kong
(Added 35 of 2018 s 86)
1 类条件
(1) 施行第361(1)(2)(3)条指明条件 ——
(a) (假公司关财政年度符合类型私公司资格)该公司关该财政年度周年财务报表反映该公司该财政年度收入总额超100000000
(b) (假公司关财政年度符合类型私公司资格)该公司关该财政年度周年财务报表反映该公司关该财政年度财务状况表日期资产总额超100000000
(c) 该财政年度公司均雇员数超100
(2) 施行第361(4)条指明条件 ——
(a) 公司关关财政年度周年财务报表反映该公司该财政年度收入总额超100000000
(b) 公司关该财政年度周年财务报表反映该公司关该财政年度财务状况表日期资产总额超100000000
(c) 该财政年度公司均雇员数超100
(3) 施行第362(1)(2)(3)条指明条件 ——
(a) (假公司关财政年度符合类合资格私公司资格)该公司关该财政年度周年财务报表反映该公司该财政年度收入总额超200000000
(b) (假公司关财政年度符合类合资格私公司资格)该公司关该财政年度周年财务报表反映该公司关该财政年度财务状况表日期资产总额超200000000
(c) 该财政年度公司均雇员数超100
(4) 施行第362(4)条指明条件 ——
(a) 公司关关财政年度周年财务报表反映该公司该财政年度收入总额超200000000
(b) 公司关该财政年度周年财务报表反映该公司关该财政年度财务状况表日期资产总额超200000000
(c) 该财政年度公司均雇员数超100
(5) 施行第363(1)(2)(3)条指明条件︰假公司关财政年度符合类型担保公司资格该公司关该财政年度周年财务报表反映该公司该财政年度收入总额超25000000
(6) 施行第363(4)条指明条件︰公司关关财政年度周年财务报表反映该公司该财政年度收入总额超25000000
(7) 施行第364(1)(2)(3)(4)(5)条指明条件 ——
(a) 集团间公司关财政年度言均符合类型私公司资格
(b) 集团非香港法团体假已根条例成立法团便会该财政年度言均符合类型私公司资格 (2018年第35号第86条代)
(8) 施行第364(1)(2)(3)条第366A(4)(a)条指明条件 —— (2018年第35号第86条修订)
(a) 集团关财政年度收入总额总数超100000000
(b) 集团关该财政年度财务状况表日期资产总额总数超100000000
(c) 该财政年度集团雇员数总数超100
(9) 施行第364(4)(5)条第366A(8)(a)条指明条件 —— (2018年第35号第86条修订)
(a) 集团关财政年度收入总额总数超100000000
(b) 集团关该财政年度财务状况表日期资产总额总数超100000000
(c) 该财政年度集团雇员数总数超100
(10) 施行第365(1)(2)(3)(4)(5)条指明条件 ——
(a) 集团间公司关财政年度言均符合类合资格私公司资格
(b) 集团非香港法团体假已根条例成立法团便会该财政年度言均符合类合资格私公司资格 (2018年第35号第86条代)
(11) 施行第365(1)(2)(3)条第366A(4)(b)条指明条件 —— (2018年第35号第86条修订)
(a) 集团关财政年度收入总额总数超200000000
(b) 集团关该财政年度财务状况表日期资产总额总数超200000000
(c) 该财政年度集团雇员数总数超100
(12) 施行第365(4)(5)条第366A(8)(b)条指明条件 —— (2018年第35号第86条修订)
(a) 集团关财政年度收入总额总数超200000000
(b) 集团关该财政年度财务状况表日期资产总额总数超200000000
(c) 该财政年度集团雇员数总数超100
(12A) 施行第366(1)(2)(3)(4)(5)条指明条件 ——
(a) 集团间公司关财政年度言均符合类型担保公司资格
(b) 集团非香港法团体假已根条例成立法团便会该财政年度言均符合类型担保公司资格 (2018年第35号第86条增补)
(13) 施行第366(1)(2)(3)条第366A(4)(c)条指明条件：集团关财政年度收入总额总数超25000000 (2018年第35号第86条代)
(14) 施行第366(4)(5)条第366A(8)(c)条指明条件：集团关财政年度收入总额总数超25000000 (2018年第35号第86条代)
(15) 第(1)(3)(5)(7)(8)(10)(11)(13)款中 ——
(a) 施行第361(2)362(2)363(2)364(2)365(2)366(2)条提述公司财政年度包括该公司前身条例言条开始实施该公司首财政年度财政年度
(b) 提述公司周年财务报表关该公司前身条例言财政年度提述关该财政年度公司帐目
1 Qualifying conditions
(1) The conditions specified for the purposes of section 361(1) (2) and (3) are—
(a) that the amount of the company’s total revenue for the financial year as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as a small private company for the financial year does not exceed 100 million
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as a small private company for the financial year does not exceed 100 million and
(c) that the average number of the company’s employees during the financial year does not exceed 100
(2) The conditions specified for the purposes of section 361(4) are—
(a) that the amount of the company’s total revenue for the financial year as reflected in the company’s annual financial statements for the financial year does not exceed 100 million
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year as reflected in the company’s annual financial statements for the financial year does not exceed 100 million and
(c) that the average number of the company’s employees during the financial year does not exceed 100
(3) The conditions specified for the purposes of section 362(1) (2) and (3) are—
(a) that the amount of the company’s total revenue for the financial year as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as an eligible private company for the financial year does not exceed 200 million
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as an eligible private company for the financial year does not exceed 200 million and
(c) that the average number of the company’s employees during the financial year does not exceed 100
(4) The conditions specified for the purposes of section 362(4) are—
(a) that the amount of the company’s total revenue for the financial year as reflected in the company’s annual financial statements for the financial year does not exceed 200 million
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year as reflected in the company’s annual financial statements for the financial year does not exceed 200 million and
(c) that the average number of the company’s employees during the financial year does not exceed 100
(5) The condition specified for the purposes of section 363(1) (2) and (3) is that the amount of the company’s total revenue for the financial year as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as a small guarantee company for the financial year does not exceed 25 million
(6) The condition specified for the purposes of section 363(4) is that the amount of the company’s total revenue for the financial year as reflected in the company’s annual financial statements for the financial year does not exceed 25 million
(7) The conditions specified for the purposes of section 364(1) (2) (3) (4) and (5) are—
(a) that each company in the group is qualified as a small private company for the financial year and
(b) that each nonHong Kong body corporate in the group would have been qualified as a small private company for the financial year had it been incorporated under this Ordinance (Replaced 35 of 2018 s 86)
(8) The conditions specified for the purposes of section 364(1) (2) and (3) and section 366A(4)(a) are— (Amended 35 of 2018 s 86)
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed 100 million
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed 100 million and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100
(9) The conditions specified for the purposes of section 364(4) and (5) and section 366A(8)(a) are— (Amended 35 of 2018 s 86)
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed 100 million
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed 100 million and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100
(10) The conditions specified for the purposes of section 365(1) (2) (3) (4) and (5) are—
(a) that each company in the group is qualified as an eligible private company for the financial year and
(b) that each nonHong Kong body corporate in the group would have been qualified as an eligible private company for the financial year had it been incorporated under this Ordinance (Replaced 35 of 2018 s 86)
(11) The conditions specified for the purposes of section 365(1) (2) and (3) and section 366A(4)(b) are— (Amended 35 of 2018 s 86)
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed 200 million
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed 200 million and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100
(12) The conditions specified for the purposes of section 365(4) and (5) and section 366A(8)(b) are— (Amended 35 of 2018 s 86)
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed 200 million
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed 200 million and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100
(12A) The conditions specified for the purposes of section 366(1) (2) (3) (4) and (5) are—
(a) that each company in the group is qualified as a small guarantee company for the financial year and
(b) that each nonHong Kong body corporate in the group would have been qualified as a small guarantee company for the financial year had it been incorporated under this Ordinance (Added 35 of 2018 s 86)
(13) The condition specified for the purposes of section 366(1) (2) and (3) and section 366A(4)(c) is that the aggregate amount of the group’s total revenue for the financial year does not exceed 25 million (Replaced 35 of 2018 s 86)
(14) The condition specified for the purposes of section 366(4) and (5) and section 366A(8)(c) is that the aggregate amount of the group’s total revenue for the financial year does not exceed 25 million (Replaced 35 of 2018 s 86)
(15) In subsections (1) (3) (5) (7) (8) (10) (11) and (13)—
(a) a reference to a financial year of a company for the purposes of section 361(2) 362(2) 363(2) 364(2) 365(2) or 366(2) includes a financial year of the company for the purposes of the predecessor Ordinance that immediately precedes the company’s first financial year after the coming into operation of this section and
(b) a reference to a company’s annual financial statements is in the case of a financial year of the company for the purposes of the predecessor Ordinance a reference to the company’s accounts for the financial year
2 补充附表第1条条文
(1) 施行附表第1(1)(a)(2)(a)(3)(a)(4)(a)(5)(6)(8)(a)(9)(a)(11)(a)(12)(a)(13)(14)条某财政年度长度足超12月须犹该财政年度12月情况例计算该财政年度收入总额
(2) 施行附表第1(8)(11)(13)条计算集团收入资产总额总数时 —— (2018年第35号第86条修订)
(a) 须该集团名成员收入资产(视属情况定)总额相加：假该集团符合类型私公司集团合资格私公司集团型担保公司集团混合集团(视属情况定)资格关成员关关财政年度周年财务报表周年综合财务报表反映该成员收入资产(视属情况定)总额
(b) 计算须建基该集团成员间进行交易作抵销调整已作出
(3) 施行附表第1(9)(12)(14)条计算集团收入资产总额总数时 —— (2018年第35号第86条修订)
(a) 须该集团名成员关关财政年度周年财务报表周年综合财务报表反映该成员收入资产(视属情况定)总额相加
(b) 计算须建基该集团成员间进行交易作抵销调整已作出
(4) 施行附表第1(8)(c)(9)(c)(11)(c)(12)(c)条计算集团某财政年度雇员数总数时须该集团名成员该财政年度均雇员数相加
(5) 施行第(4)款附表第1(1)(c)(2)(c)(3)(c)(4)(c)条集团公司成员某财政年度均雇员数运公式计算数 —— (2018年第35号第86条修订)
M
—
N
中 ——
M
代表该财政年度月份终结时集团公司成员雇员数相加总数
N
代表该财政年度月份数目
(6) 第(2)(a)(3)(a)款中提述公司周年财务报表周年综合财务报表关附表第1(15)(a)条述该公司前身条例言财政年度提述关该财政年度公司帐目集团帐目
(2018年第35号第86条修订)
___________
2 Provisions supplementary to section 1 of this Schedule
(1) For the purposes of section 1(1)(a) (2)(a) (3)(a) (4)(a) (5) (6) (8)(a) (9)(a) (11)(a) (12)(a) (13) and (14) of this Schedule the amount of total revenue for a financial year that is shorter or longer than 12 months is to be calculated on a prorata basis as if the length of the financial year were 12 months
(2) For the purposes of section 1(8) (11) and (13) of this Schedule the aggregate amount of the group’s total revenue or assets— (Amended 35 of 2018 s 86)
(a) is to be calculated by aggregating the total revenue or assets (as the case may be) of each member in the group as would be reflected in the member’s annual financial statements or annual consolidated financial statements for the financial year if the group were qualified as a group of small private companies eligible private companies or small guarantee companies or a mixed group (as the case may be) and
(b) is to be calculated on the basis that the setoffs and other adjustments for transactions between members in the group have been made
(3) For the purposes of section 1(9) (12) and (14) of this Schedule the aggregate amount of the group’s total revenue or assets— (Amended 35 of 2018 s 86)
(a) is to be calculated by aggregating the total revenue or assets (as the case may be) of each member in the group as reflected in the member’s annual financial statements or annual consolidated financial statements for the financial year and
(b) is to be calculated on the basis that the setoffs and other adjustments for transactions between members in the group have been made
(4) For the purposes of section 1(8)(c) (9)(c) (11)(c) and (12)(c) of this Schedule the aggregate number of employees of the group during a financial year is to be calculated by aggregating the average number of employees of each member in the group during the financial year
(5) For the purposes of subsection (4) and of section 1(1)(c) (2)(c) (3)(c) and (4)(c) of this Schedule the average number of the employees of a company or a member in a group during a financial year is to be calculated by using the following formula— (Amended 35 of 2018 s 86)
M
—
N
where—
M
represents the aggregate of the number of the employees of the company or the member in the group as at the end of each month during the financial year
N
represents the number of months in the financial year
(6) In subsections (2)(a) and (3)(a) a reference to a company’s annual financial statements or annual consolidated financial statements is in the case of a financial year of the company for the purposes of the predecessor Ordinance mentioned in section 1(15)(a) of this Schedule a reference to the company’s accounts or group accounts for the financial year
(Amended 35 of 2018 s 86)
___________
附表4
[第358380911条]
Schedule 4
[ss 358 380 & 911]
会计披露
Accounting Disclosures
第1部
Part 1
公司(否提交报告方面获豁免)须作出披露
Disclosures for Companies whether or not Falling
within Reporting Exemption
1 获授权贷款总额
关某财政年度财务报表须独立总目载列该财政年度第280281条权限作出尚未清偿贷款总额
1 Aggregate amount of authorized loans
The financial statements for a financial year must contain under separate headings the aggregate amount of any outstanding loans made under the authority of sections 280 and 281 during the financial year
2 周年综合财务报表附注须载财务状况表
(1) 关某财政年度周年综合财务报表须 ——
(a) 附注载关该财政年度控权公司财务状况表
(b) 加入披露控权公司储备变动附注
(2) 第380(4)条规定关某财政年度周年综合财务报表附注载控权公司财务状况表须载附注
(3) 述财务状况表格式须假关控权公司须关财政年度拟备周年综合财务报表便会采作拟备该财务状况表格式
2 Statement of financial position to be contained in notes to annual consolidated financial statements
(1) The annual consolidated financial statements for a financial year—
(a) must contain in the notes to the statements the holding company’s statement of financial position for the financial year and
(b) must include a note disclosing the movement in the holding company’s reserves
(2) Despite section 380(4) the holding company’s statement of financial position to be contained in the notes to the annual consolidated financial statements for a financial year is not required to contain any notes
(3) That statement of financial position must be in the format in which that statement would have been prepared if the holding company had not been required to prepare any annual consolidated financial statements for the financial year
3 附属企业财务报表须载关终母企业详情
(1) 公司某财政年度终结时企业附属企业条适
(2) 关关财政年度公司财务报表附注须载 ——
(a) 董事视该公司终母企业企业名称
(b) 董事知关该企业资料 ——
(i) (该企业法团体)成立法团国家
(ii) (该企业法团体)营业点址
(3) 条中 ——
母企业 (parent undertaking)涵义第9部中该词涵义相 (2018年第35号第87条增补)
3 Subsidiary’s financial statements must contain particulars of ultimate parent undertaking
(1) This section applies if at the end of a financial year a company is the subsidiary of another undertaking
(2) The company’s financial statements for the financial year must contain in the notes to the statements—
(a) the name of the undertaking regarded by the directors as being the company’s ultimate parent undertaking and
(b) the following information relating to that undertaking as known to the directors—
(i) if that undertaking is a body corporate the country in which it is incorporated
(ii) if that undertaking is not a body corporate the address of its principal place of business
(3) In this section—
parent undertaking (母企业) has the same meaning as in Part 9 (Added 35 of 2018 s 87)
4 适会计准符合
关某财政年度财务报表须述明 ——
(a) 该报表否第357(1)条界定适会计准拟备 (2018年第35号第87条修订)
(b) (非拟备)该准事关重偏离处详情原
4 Compliance with applicable accounting standards
The financial statements for a financial year must state—
(a) whether they have been prepared in accordance with the applicable accounting standards as defined by section 357(1) and (Amended 35 of 2018 s 87)
(b) if they have not been so prepared the particulars of and the reasons for any material departure from those standards
第2部
Part 2
公司(属提交报告方面获豁免者)须作出披露
Disclosures for Companies not Falling within
Reporting Exemption
1 核数师酬金
(1) 关某财政年度公司财务报表须独立总目述明核数师酬金款额
(2) 条中 ——
酬金 (remuneration)公司核数师言包括该公司该核数师开支支付款项
___________
1 Remuneration of auditor
(1) A company’s financial statements for a financial year must state under a separate heading the amount of the remuneration of the auditor
(2) In this section—
remuneration (酬金) in relation to an auditor of a company includes any sum paid by the company in respect of the auditor’s expenses
___________
附表5
[第388911条]
Schedule 5
[ss 388 & 911]
董事报告容：业务审视
1 关某财政年度董事报告须载项包含项目业务审视 ——
(a) 公司业务中肯审视
(b) 公司面风险明朗素描述
(c) 该财政年度终结发生公司影响重事件详情
(d) 公司业务相未发展揭示
2 解公司业务发展表现状况属必需范围业务审视须包含 ——
(a) 运财务关键表现指标进行分析
(b) 事宜探讨 ——
(i) 公司环境政策表现
(ii) 公司遵守该公司重影响关法律规例情况
(c) 公司雇员顾客供应商重关系说明公司符合说明士重关系说明：该士该公司重影响该公司兴盛系该士
3 某资料关短期会出现发展事宜该发展事宜正处商议程中董事认披露该资料会严重损害公司利益附表规定披露该资料
4 附表根第388(2) 条须拟备董事报告具效力犹提述关公司提述 ——
(a) 该公司
(b) 关关财政年度周年综合财务报表涵盖附属企业
5 附表中 ——
附属企业 (subsidiary undertaking)涵义第9部中该词涵义相 (2018年第35号第88条增补)
关键表现指标 (key performance indicators)指符合说明素：公司业务发展表现状况藉参该等素效衡量
___________
Contents of Directors’ Report Business Review
1 A directors’ report for a financial year must contain a business review that consists of—
(a) a fair review of the company’s business
(b) a description of the principal risks and uncertainties facing the company
(c) particulars of important events affecting the company that have occurred since the end of the financial year and
(d) an indication of likely future development in the company’s business
2 To the extent necessary for an understanding of the development performance or position of the company’s business a business review must include—
(a) an analysis using financial key performance indicators
(b) a discussion on—
(i) the company’s environmental policies and performance and
(ii) the company’s compliance with the relevant laws and regulations that have a significant impact on the company and
(c) an account of the company’s key relationships with its employees customers and suppliers and others that have a significant impact on the company and on which the company’s success depends
3 This Schedule does not require the disclosure of any information about impending developments or matters in the course of negotiation if the disclosure would in the directors’ opinion be seriously prejudicial to the company’s interests
4 This Schedule has effect in relation to a directors’ report required to be prepared under section 388(2) as if a reference to the company were a reference to—
(a) the company and
(b) the subsidiary undertakings included in the annual consolidated financial statements for the financial year
5 In this Schedule—
key performance indicators (关键表现指标) means factors by reference to which the development performance or position of the company’s business can be measured effectively (Amended 35 of 2018 s 88)
subsidiary undertaking (附属企业) has the same meaning as in Part 9 (Added 35 of 2018 s 88)
___________
附表5A
[第653E911条]
Schedule 5A
[ss 653E & 911]
适公司重控制权
Significant Control over Applicable Company
第1部
Part 1
谁适公司重控制权
Who has Significant Control over Applicable Company
1 适公司重控制权
某符合述条件该第653A条界定适公司重控制权 ——
(a) 该直接间接持 ——
(i) 该公司股——该公司25已发行股份
(ii) 该公司没股——分摊该公司25资分享该公司25利润(视情况需定)权利
(b) 该直接间接持该公司25表决权
(c) 该直接间接持委罢免该公司董事局半数董事权利
(d) 该权利实际该公司发挥行重影响力控制
(e) 该权利实际某信讬商号活动发挥行重影响力控制该信讬商号符合说明 ——
(i) 根限该信讬商号法律该信讬商号法
(ii) 该信讬受讬商号成员(作信讬受讬商号成员身分)符合(a)(b)(c)(d)段指明条件
附注 ——
(d)(e)段言决定某否权利实际某适公司某信讬商号活动发挥行重影响力控制时考虑根第24条发出指引
1 Significant control over applicable company
A person has significant control over an applicable company as defined by section 653A if one or more of the following conditions are met—
(a) the person holds directly or indirectly—
(i) if the company has a share capital—more than 25 of the issued shares in the company and
(ii) if the company does not have a share capital—a right or rights to share in more than 25 of the capital or as the case requires profits of the company
(b) the person holds directly or indirectly more than 25 of the voting rights in the company
(c) the person holds directly or indirectly the right to appoint or remove a majority of the board of directors of the company
(d) the person has the right to exercise or actually exercises significant influence or control over the company
(e) the person has the right to exercise or actually exercises significant influence or control over the activities of a trust or firm—
(i) that under the law governing the trust or firm is not a legal person and
(ii) whose trustees or members meet one or more of the conditions (in their capacity as such) specified in paragraphs (a) (b) (c) and (d)
Note—
In relation to paragraphs (d) and (e) when determining whether a person has the right to exercise or actually exercises significant influence or control over an applicable company or the activities of a trust or firm regard may be had to any guidelines issued under section 24
第2部
Part 2
释义条文
Interpretative Provisions
第1分部 —— 导言
Division 1—Preliminary
2 部目
部列出附表释义条文
2 Purpose of this Part
This Part sets out the provisions for the interpretation of this Schedule
3 释义
(1) 部中 ——
法律实体 (legal entity)具第653A条予涵义
(2) 部言安排词 ——
(a) 包括 ——
(i) 计划协议理解法律否强制执行
(ii) 种类公约俗惯常做法
(b) 仅指符合条件安排：该项安排具干稳定程度(性质条款已存时间方面言)
3 Interpretation
(1) In this Part—
legal entity (法律实体) has the meaning given by section 653A
(2) For the purposes of this Part an arrangement—
(a) includes—
(i) a scheme agreement or understanding whether or not it is legally enforceable and
(ii) a convention custom or practice of any kind and
(b) refers only to an arrangement with some degree of stability whether by its nature or terms the time it has been in existence or otherwise
第2分部 —— 股份
Division 2—Shares
4 权益——股份
某持某股份均须视持该股份
4 Joint interest—share
If a person holds a share jointly with another person each of them is regarded as holding the share
5 安排——股份
(1) 某持股份持股份该该间安排标事宜均须视持二合股份
(2) 第(1)款言安排股份持间符合说明安排：该项安排事先决定方式行股份授予权利致该等权利
5 Joint arrangement—share
(1) If shares held by a person and those held by another person are the subject of a joint arrangement between the person and the other person each of them is regarded as holding the combined shares of both of them
(2) For the purposes of subsection (1) a joint arrangement is an arrangement between the holders of shares to exercise all or substantially all the rights conferred by their respective shares jointly in a way predetermined by the arrangement
6 代名持股份
代名持股份须视该持
6 Share held by nominee
A share held by a nominee for another person is regarded as being held by that other person
7 间接持股份
(1) 某某法律实体(甲实体)中数利益条件获符合该属间接持某股份 ——
(a) 甲实体持该股份
(b) 甲实体属某连锁法律实体部分该连锁中实体 ——
(i) 该等法律实体中实体(该连锁中实体外)该连锁中紧接实体中数利益
(ii) 该连锁中实体持该股份
(2) 第(1)款言情况某属某法律实体中数利益 ——
(a) 该持该实体半数表决权
(b) 该该实体成员权委罢免该实体董事局半数董事
(c) 该该实体成员根该实体成员协议该单独控制该实体半数表决权
(d) 该权利实际该实体发挥行具支配性影响力控制
7 Share held indirectly
(1) A person holds a share indirectly if the person has a majority stake in a legal entity (entity A) and—
(a) entity A holds the share or
(b) entity A is part but not the last of a chain of legal entities and—
(i) each of those legal entities (other than the last one in the chain) has a majority stake in the entity immediately below it in the chain and
(ii) the last one in the chain holds the share
(2) For the purposes of subsection (1) a person has a majority stake in a legal entity if—
(a) the person holds a majority of the voting rights in that entity
(b) the person is a member of that entity and has the right to appoint or remove a majority of the board of directors of that entity
(c) the person is a member of that entity and under an agreement with another member of that entity controls alone a majority of the voting rights in that entity or
(d) the person has the right to exercise or actually exercises dominant influence or control over that entity
第3分部 —— 权利
Division 3—Rights
8 谁须视持权利
(1) 某控制某项权利该须视持该项权利该事实否持该项权利
(2) 某事实持某项权利非该控制该项权利否该视持该项权利
(3) 条言根某(前者)间安排某项权利 ——
(a) 前者行
(b) 前者指示指令行
(c) 前者意赞行
前者控制该项权利
8 Who is regarded as holding right
(1) If a person controls a right the person is regarded as holding the right whether or not the person in fact holds the right
(2) Although a person in fact holds a right the person is not regarded as holding the right unless the person also controls the right
(3) For the purposes of this section a person controls a right if under an arrangement between the person and another person a right is exercisable—
(a) only by the person
(b) only in accordance with the person’s directions or instructions or
(c) only with the person’s consent or concurrence
9 权益——权利
某持某项权利均须视持该项权利
9 Joint interest—right
If a person holds a right jointly with another person each of them is regarded as holding the right
10 安排——权利
(1) 某持权利持权利该该间安排标事宜均须视持二合权利
(2) 第(1)款言安排权利持间符合说明安排：该项安排事先决定方式行权利授予权利致该等权利
10 Joint arrangement—right
(1) If rights held by a person and those held by another person are the subject of a joint arrangement between the person and the other person each of them is regarded as holding the combined rights of both of them
(2) For the purposes of subsection (1) a joint arrangement is an arrangement between the holders of rights to exercise all or substantially all the rights conferred by their respective rights jointly in a way predetermined by the arrangement
11 法律实体中表决权
(1) 提述法律实体表决权提述权利 ——
(a) 关实体股——成员股份赋予该等成员该实体成员会事宜致事宜投票权利
(b) 关实体没股——赋予成员该实体成员会事宜致事宜投票权利
(2) 法律实体行述权利决定项事宜成员会该实体言 ——
(a) 提述该实体表决权提述权利 ——
(i) 该实体股——相第(1)(a)款述权利权利
(ii) 该实体没股——相第(1)(b)款述权利权利
(b) 提述该实体25表决权提述权利：根该实体章程阻止更改该实体整体政策章程条款权利
11 Voting rights in legal entity
(1) A reference to the voting rights in a legal entity is a reference to—
(a) if the entity has a share capital—the rights given to its members in respect of their shares to vote at general meetings of the entity on all matters or on substantially all matters and
(b) if the entity does not have a share capital—the rights given to its members to vote at general meetings of the entity on all matters or on substantially all matters
(2) For a legal entity that does not have general meetings at which matters are decided by exercising such rights—
(a) a reference to the voting rights in the entity is a reference to—
(i) if the entity has a share capital—the rights equivalent to those mentioned in subsection (1)(a) and
(ii) if the entity does not have a share capital—the rights equivalent to those mentioned in subsection (1)(b) and
(b) a reference to 25 of the voting rights in the entity is a reference to the right under the entity’s constitution to block changes to the overall policy of the entity or to the terms of its constitution
12 委罢免董事局半数董事
提述委罢免法律实体董事局半数董事权利 ——
(a) 提述委罢免董事局会议事宜致事宜持半数表决权董事权利
(b) 没董事局法律实体言提述委罢免相等治团体会议事宜致事宜持半数表决权该团体成员权利
12 Appointment or removal of majority of board of directors
A reference to a right to appoint or remove a majority of the board of directors of a legal entity—
(a) is a reference to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all matters or on substantially all matters and
(b) in relation to a legal entity that does not have a board of directors is a reference to the right to appoint or remove members of an equivalent governing body holding a majority of the voting rights at meetings of the body on all matters or on substantially all matters
13 间接持权利
(1) 某某法律实体(甲实体)中数利益条件获符合该属间接持某项权利 ——
(a) 甲实体持该项权利
(b) 甲实体属某连锁法律实体部分该连锁中实体 ——
(i) 该等法律实体中实体(该连锁中实体外)该连锁中紧接实体中数利益
(ii) 该连锁中实体持该项权利
(2) 第(1)款言情况某属某法律实体中数利益 ——
(a) 该持该实体半数表决权
(b) 该该实体成员权委罢免该实体董事局半数董事
(c) 该该实体成员根该实体成员协议该单独控制该实体半数表决权
(d) 该权利实际该实体发挥行具支配性影响力控制
13 Right held indirectly
(1) A person holds a right indirectly if the person has a majority stake in a legal entity (entity A) and—
(a) entity A holds the right or
(b) entity A is part but not the last of a chain of legal entities and—
(i) each of those legal entities (other than the last one in the chain) has a majority stake in the entity immediately below it in the chain and
(ii) the last one in the chain holds the right
(2) For the purposes of subsection (1) a person has a majority stake in a legal entity if—
(a) the person holds a majority of the voting rights in that entity
(b) the person is a member of that entity and has the right to appoint or remove a majority of the board of directors of that entity
(c) the person is a member of that entity and under an agreement with another member of that entity controls alone a majority of the voting rights in that entity or
(d) the person has the right to exercise or actually exercises dominant influence or control over that entity
14 法律实体须视权委法律实体董事情况
(1) 情况某法律实体(乙实体)须视权委法律实体(丙实体)董事 ——
(a) 某获委乙实体董事必然会获委丙实体董事
(b) 丙实体董事席位乙实体身担
(2) 第(1)款言乙实体没董事局第(1)(a)款中提述乙实体董事提述乙实体相等治团体成员
(3) 第(1)款言丙实体没董事局 ——
(a) 第(1)(a)款中提述丙实体董事提述丙实体相等治团体成员
(b) 第(1)(b)款中提述丙实体董事席位提述丙实体相等治团体成员席位
14 Circumstances under which legal entity would be regarded as having right to appoint director of another legal entity
(1) A legal entity (entity B) is regarded as having a right to appoint a director of another legal entity (entity C) if—
(a) a person’s appointment as a director of entity C follows necessarily from that person’s appointment as a director of entity B or
(b) the directorship of entity C is held by entity B itself
(2) For the purposes of subsection (1) if entity B does not have a board of directors a reference to a director of entity B in subsection (1)(a) is a reference to a member of an equivalent governing body of entity B
(3) For the purposes of subsection (1) if entity C does not have a board of directors—
(a) a reference to a director of entity C in subsection (1)(a) is a reference to a member of an equivalent governing body of entity C and
(b) a reference to the directorship of entity C in subsection (1)(b) is a reference to the membership of an equivalent governing body of entity C
15 附作保证持股份权利
(1) 符合条件附作保证持股份权利须视提供该保证(保证)持 ——
(a) 第(2)款指明情况外该项权利保证指示行
(b) 情况 ——
(i) 述股份持关作正常业务活动部分批出贷款
(ii) 第(2)款指明情况外该项权利保证权益行
(2) 述情况指行关权利 ——
(a) 保存关保证价值
(b) 关保证套现
15 Right attached to shares held by way of security
(1) A right attached to shares held by way of security is regarded as being held by the person providing the security—
(a) if except for the situation specified in subsection (2) the right is exercisable only in accordance with that person’s instructions or
(b) if—
(i) the shares are held in connection with the granting of loans as part of normal business activities and
(ii) except for the situation specified in subsection (2) the right is exercisable only in that person’s interests
(2) The situation is that the right—
(a) is exercised for the purpose of preserving the value of the security or
(b) is exercised for the purpose of realizing the security
16 某情况方行权利
(1) 某项权利某情况方行情况须考虑该项权利 ——
(a) 该等情况已出现
(b) 该等情况拥该项权利控制范围
(2) 第(1)(a)款行权利关情况存时方属行
(3) 正常情况行暂时行权利须继续予考虑
(4) 条提述行权利包括时清盘清盘债权根公司(清盘杂项条文)条例(第32章)行权利
(附表5A2018年第3号第6条增补)
___________
16 Right exercisable only in certain circumstances
(1) A right that is exercisable only in certain circumstances is taken into account only if—
(a) the circumstances have arisen or
(b) the circumstances are within the control of the person having the right
(2) A right exercisable under subsection (1)(a) is exercisable for so long as the circumstances exist
(3) A right that is normally exercisable but is temporarily incapable of being exercised continues to be taken into account
(4) A reference in this section to a right that is exercisable does not include a right that is exercisable by a provisional liquidator liquidator or creditor under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(Schedule 5A added 3 of 2018 s 6)
___________
附表5B
[第653A653I653O911条]
Schedule 5B
[ss 653A 653I 653O & 911]
重控制需详情
Required Particulars of Significant Controllers
第1部
Part 1
导言
Preliminary
1 释义
附表中 ——
重控制登记册 (significant controllers register)具第653A条予涵义
须登记士 (registrable person)具第653C条予涵义
适公司 (applicable company)具第653A条予涵义
1 Interpretation
In this Schedule—
applicable company (适公司) has the meaning given by section 653A
registrable person (须登记士) has the meaning given by section 653C
significant controllers register (重控制登记册) has the meaning given by section 653A
第2部
Part 2
然
Natural Person
2 然详情
(1) 适公司须登记士属然条适
(2) 根第653I(1)(a)条须述士载适公司重控制登记册详情 ——
(a) 该现时名字姓氏前名字姓氏(话)名(话)
(b) 该通讯址该通讯址邮政信箱号码
(c) 该身分证号码(该没身分证)持护号码签发国家
(d) 该成该公司须登记士日期
(e) 该该公司控制性质
(3) 条中 ——
名字 (forename)包括教名取名
姓氏 (surname)通常姓氏称衔认识言指该称衔
(4) 条中提述某前名字姓氏包括 ——
(a) 该年满18岁前该已更改弃名字姓氏
(b) 该已更改弃少20年名字姓氏
(c) (该通常姓氏称衔认识)该采继承该称衔前认识姓名
(d) (该已婚女士)该婚前认识姓名姓氏
2 Particulars of natural person
(1) This section applies if a registrable person of an applicable company is a natural person
(2) The following are the particulars required under section 653I(1)(a) to be contained in the significant controllers register of the company for the person—
(a) the person’s present forename and surname former forename or surname (if any) and aliases (if any)
(b) the person’s correspondence address which must not be a post office box number
(c) the number of the person’s identity card or if the person does not have an identity card the number and issuing country of a passport held by the person
(d) the date on which the person became a registrable person of the company
(e) the nature of the person’s control over the company
(3) In this section—
forename (名字) includes a Christian or given name
surname (姓氏) in relation to a person usually known by a title that is different from the person’s surname means that title
(4) In this section a reference to a person’s former forename or surname does not include—
(a) a forename or surname of the person that was changed or ceased to be used before the person attained the age of 18 years
(b) a forename or surname of the person that has been changed or ceased to be used for a period of at least 20 years
(c) if the person is usually known by a title different from the person’s surname the name by which the person was known before adopting or succeeding to that title and
(d) if the person is a married woman a name or surname by which the person was known before the marriage
第3部
Part 3
指明实体
Specified Entity
3 指明实体详情
(1) 适公司须登记士属指明实体条适
(2) 根第653I(1)(a)条须述实体载适公司重控制登记册详情 ——
(a) 该实体名称
(b) 该实体办事处址
(c) 该实体法律形式限该实体法律
(d) 该实体成该公司须登记士日期
(e) 该实体该公司控制性质
(3) 条中 ——
指明实体 (specified entity)具第653A条予涵义
3 Particulars of specified entity
(1) This section applies if a registrable person of an applicable company is a specified entity
(2) The following are the particulars required under section 653I(1)(a) to be contained in the significant controllers register of the company for the entity—
(a) the entity’s name
(b) the address of the entity’s principal office
(c) the entity’s legal form and the law that governs it
(d) the date on which the entity became a registrable person of the company
(e) the nature of the entity’s control over the company
(3) In this section—
specified entity (指明实体) has the meaning given by section 653A
第4部
Part 4
法律实体
Legal Entity
4 法律实体详情
(1) 条适适公司须登记法律实体
(2) 根第653I(1)(a)条须述实体载适公司重控制登记册详情 ——
(a) 该实体名称
(b) 该实体公司 ——
(i) 公司注册证明书述明该公司注册编号
(ii) 注册办事处址
(c) 该实体公司 ——
(i) (适话)该实体成立法团组成方注册编号(等注册编号编号)
(ii) 注册办事处办事处址
(d) 该实体法律形式限该实体法律
(e) 该实体成该公司须登记法律实体日期
(f) 该实体该公司控制性质
(3) 条中 ——
须登记法律实体 (registrable legal entity)具第653D条予涵义
(附表5B2018年第3号第6条增补)
___________
4 Particulars of legal entity
(1) This section applies to a registrable legal entity of an applicable company
(2) The following are the particulars required under section 653I(1)(a) to be contained in the significant controllers register of the company for the entity—
(a) the entity’s name
(b) if the entity is a company—
(i) the company’s registration number as stated in its certificate of incorporation and
(ii) the address of its registered office
(c) if the entity is not a company—
(i) (if applicable) its registration number (or the equivalent) in the place of its incorporation or formation and
(ii) the address of its registered or principal office
(d) the entity’s legal form and the law that governs it
(e) the date on which the entity became a registrable legal entity of the company
(f) the nature of the entity’s control over the company
(3) In this section—
registrable legal entity (须登记法律实体) has the meaning given by section 653D
(Schedule 5B added 3 of 2018 s 6)
___________
附表5C
[第653I911条]
Schedule 5C
[ss 653I & 911]
额外事项
Additional Matters
第1部
Part 1
导言
Preliminary
1 释义
附表中 ——
需详情 (required particulars)具第653A条予涵义
指明限期 (specified period)根第653P653T条发出通知言指该通知日期起计1月期间
重控制 (significant controller)具第653A条予涵义
重控制登记册 (significant controllers register)具第653A条予涵义
须登记士 (registrable person)具第653C条予涵义
适公司 (applicable company)具第653A条予涵义
1 Interpretation
In this Schedule—
applicable company (适公司) has the meaning given by section 653A
registrable person (须登记士) has the meaning given by section 653C
required particulars (需详情) has the meaning given by section 653A
significant controller (重控制) has the meaning given by section 653A
significant controllers register (重控制登记册) has the meaning given by section 653A
specified period (指明限期) in relation to a notice given under section 653P or 653T means the period of 1 month from the date of the notice
第2部
Part 2
某情况须包含额外事项
Inclusion of Additional Matters in Certain Cases
2 情况1——没重控制
(1) 适公司知道合理相信该公司没重控制条适
(2) 关公司须重控制登记册注明该公司知道合理相信该公司没重控制
2 Case 1—where there is no significant controller
(1) This section applies if an applicable company knows or has reasonable cause to believe that it has no significant controller
(2) The company must note in its significant controllers register that the company knows or has reasonable cause to believe that it has no significant controller
3 情况2——未识须登记士
(1) 情况条适 ——
(a) 适公司知道合理相信该公司须登记士
(b) 该公司未识该
(2) 关公司须 ——
(a) 重控制登记册注明该公司知道合理相信该公司须登记士未识该
(b) 该登记册名该公司未识作出注明
3 Case 2—where there is unidentified registrable person
(1) This section applies if—
(a) an applicable company knows or has reasonable cause to believe that it has a registrable person and
(b) the company has not been able to identify that person
(2) The company must—
(a) note in its significant controllers register that the company knows or has reasonable cause to believe that it has a registrable person but has not been able to identify that person and
(b) make a separate note in the register in respect of each person that the company has not been able to identify
4 情况3——已识须登记士详情未获确认
(1) 情况条适 ——
(a) 适公司已识该公司某须登记士
(b) 该需详情未根第653J条全部获确认
(2) 关公司须 ——
(a) 重控制登记册注明该公司已识该公司某须登记士该需详情未根第653J条全部获确认
(b) 该登记册名需详情未获确认须登记士作出注明
4 Case 3—where particulars of identified registrable person are not confirmed
(1) This section applies if—
(a) an applicable company has identified a registrable person of the company and
(b) not all the required particulars of that person have been confirmed under section 653J
(2) The company must—
(a) note in its significant controllers register that the company has identified a registrable person of the company but not all the required particulars of that person have been confirmed under section 653J and
(b) make a separate note in the register in respect of each registrable person whose required particulars have not been so confirmed
5 情况4——公司调查持续进行中
(1) 情况条适某适公司 ——
(a) 附表条文适该公司 ——
(i) 第2条
(ii) 第3条
(iii) 第4条
(b) 该公司未未须该公司重控制需详情记入重控制登记册
(c) 该公司未完成采取合理步骤确定该公司否重控制
(2) 关公司须重控制登记册注明该公司未完成采取合理步骤确定该公司否重控制
5 Case 4—where company’s investigations are ongoing
(1) This section applies to an applicable company if—
(a) none of the following provisions of this Schedule applies to the company—
(i) section 2
(ii) section 3
(iii) section 4
(b) the company has not entered and is not yet required to enter the required particulars of a significant controller of the company in its significant controllers register and
(c) the company has not completed taking reasonable steps to ascertain whether it has a significant controller
(2) The company must note in its significant controllers register that the company has not yet completed taking reasonable steps to ascertain whether it has a significant controller
6 情况5——根附表第2345条注明事项已属真实
(1) 根附表第2345条适公司重控制登记册注明事项已属真实条适该公司
(2) 关公司 ——
(a) 须重控制登记册注明关事项已属真实
(b) 须该登记册注明该事项属真实日期
6 Case 5—where matters noted under section 2 3 4 or 5 of this Schedule has ceased to be true
(1) This section applies to an applicable company if a matter noted in its significant controllers register under section 2 3 4 or 5 of this Schedule has ceased to be true
(2) The company must—
(a) note in its significant controllers register that the matter has ceased to be true and
(b) note also in the register the date on which the matter ceased to be true
7 情况6——根第653Q653R条作出规定未指明限期获遵
(1) 情况条适 ——
(a) 适公司已根第653P(2)(3)条发出通知
(b) 该通知收件未指明限期遵根第653Q653R条作出该通知规定
(2) 关公司须 ——
(a) 重控制登记册注明该公司已根第653P(2)(3)条(视情况需定)发出通知该通知言根第653Q653R条(视情况需定)作出规定未指明限期获遵
(b) 该登记册份该等通知作出注明
7 Case 6—where requirement made under section 653Q or 653R is not complied with within specified period
(1) This section applies if—
(a) an applicable company has given a notice under section 653P(2) or (3) and
(b) the addressee of the notice has failed to comply with a requirement of the notice made under section 653Q or 653R within the specified period
(2) The company must—
(a) note in its significant controllers register that the company has given a notice under section 653P(2) or (3) (as the case requires) in respect of which a requirement made under section 653Q or 653R (as the case requires) has not been complied with within the specified period and
(b) make a separate note in the register in respect of each such notice
8 情况7——根第653Q653R条作出规定指明限期获遵
(1) 情况条适 ——
(a) 适公司已根第653P(2)(3)条发出通知
(b) 已根附表第7条该通知该公司重控制登记册作出注明
(c) 该通知收件指明限期遵根第653Q653R条作出该通知规定
(2) 关公司须 ——
(a) 重控制登记册注明该公司已根第653P(2)(3)条(视情况需定)发出通知该通知言根第653Q653R条(视情况需定)作出规定指明限期获遵
(b) 该登记册份该等通知作出注明
(3) 作出注明须述明规定获遵日期
8 Case 7—where all requirements made under section 653Q or 653R are complied with after specified period
(1) This section applies if—
(a) an applicable company has given a notice under section 653P(2) or (3)
(b) a note has been made in the company’s significant controllers register in respect of the notice under section 7 of this Schedule and
(c) the addressee of the notice has complied with all of the requirements of the notice made under section 653Q or 653R after the specified period
(2) The company must—
(a) note in its significant controllers register that the company has given a notice under section 653P(2) or (3) (as the case requires) in respect of which all of the requirements made under section 653Q or 653R (as the case requires) have been complied with after the specified period and
(b) make a separate note in the register in respect of each such notice
(3) Each separate note must also state the date of the compliance
9 情况8——根第653U条作出规定未指明限期获遵
(1) 情况条适 ——
(a) 适公司已根第653T(2)条发出通知
(b) 该通知收件未指明限期遵根第653U条作出该通知规定
(2) 关公司 ——
(a) 须重控制登记册关收件记项中注明该公司已收件发出关通知
(b) 须该登记册注明收件未指明限期遵关规定
9 Case 8—where requirement made under section 653U is not complied with within specified period
(1) This section applies if—
(a) an applicable company has given a notice under section 653T(2) and
(b) the addressee of the notice has failed to comply with a requirement of the notice made under section 653U within the specified period
(2) The company must—
(a) note in the entry for the addressee in its significant controllers register that the company has given the notice to the addressee and
(b) note also in the register that the addressee has failed to comply with the requirement within the specified period
10 情况9——根第653U条作出规定指明限期获遵
(1) 情况条适 ——
(a) 适公司已根第653T(2)条发出通知
(b) 已根附表第9条该通知该公司重控制登记册作出注明
(c) 该通知收件指明限期遵根第653U条作出该通知规定
(2) 关公司 ——
(a) 须重控制登记册关收件记项中注明收件已指明限期遵规定
(b) 须该登记册注明规定获遵日期
(附表5C2018年第3号第6条增补)
___________
10 Case 9—where all requirements made under section 653U are complied with after specified period
(1) This section applies if—
(a) an applicable company has given a notice under section 653T(2)
(b) a note has been made in the company’s significant controllers register in respect of the notice under section 9 of this Schedule and
(c) the addressee of the notice has complied with all of the requirements of the notice made under section 653U after the specified period
(2) The company must—
(a) note in the entry for the addressee in its significant controllers register that the addressee has complied with all of the requirements after the specified period and
(b) note also in the register the date of the compliance
(Schedule 5C added 3 of 2018 s 6)
___________
附表6
[第664911条]
Schedule 6
[ss 664 & 911]
周年申报表须载资料周年申报表须附文件
Information to be Contained in Annual Return and Documents by which Annual Return must be Accompanied
第1部
Part 1
周年申报表须载资料
1 第662(1)(3)条指周年申报表须载关公司资料 ——
(a) 该公司名称注册编号商业名称( 话)
(b) 该公司类
(c) 该公司注册办事处址
(d) 该申报表结算日期
(e) 该公司符合说明揭押记负债总额详情 ——
(i) 根条例须处长登记
(ii) 1912年1月1日设定便须登记
(f) 属股公司 ——
(i) 关该公司成员股详情
(ii) (该公司股份转换股额已处长发出转换股份通知) 名现成员持股额
(g) 属股公司( 注册限成员数公司外)︰该公司成员数
(h) 公司纪录备存公司注册办事处外方︰该方址备存该方公司纪录
(i) 关士详情 ——
(i) 关申报表日期担该公司董事备董事
(ii) 该日期担该公司公司秘书
该等详情须属条例规定须该等士载公司董事登记册公司秘书登记册
2 属市公司附表第(1)(f)(i)条规定关成员详情仅限关符合说明成员详情︰关申报表日期持该公司类股份中55发行股
#3 董事备董事然附表第1(i)条规定详情包括 ——
(a) 载关董事登记册作该董事备董事通常住址址
(b) 该董事身分证护完整号码该备董事身分证护完整号码
#4 公司秘书然附表第1(i)条规定详情包括该公司秘书身分证护完整号码
5 属第636(1)条备存成员登记支册公司该登记支册记项文尚未送抵该公司注册办事处关周年申报表需载该等记项详情该等详情关须载周年申报表事项范围须该等记项文送抵该公司注册办事处载份申报表
_____________________
编辑附注：
# 附表6第34条尚未实施
Information to be Contained in Annual Return
1 An annual return under section 662(1) or (3) must contain the following information in respect of the company—
(a) the company name its registered number and business name (if any)
(b) the type of company
(c) the address of the registered office of the company
(d) the date to which the company makes up the return
(e) particulars of the total amount of the indebtedness of the company in respect of all mortgages and charges that—
(i) are required to be registered with the Registrar under this Ordinance or
(ii) would have been required to be so registered if created after 1 January 1912
(f) in the case of a company having a share capital—
(i) particulars relating to members and share capital of the company and
(ii) if the company has converted any of its shares into stock and given notice of the conversion to the Registrar the amount of stock held by each of the existing members
(g) in the case of a company not having a share capital except for a company registered with an unlimited number of members the number of members of the company
(h) if any company records are kept at a place other than the company’s registered office the address of that place and the records that are kept there
(i) particulars with respect to—
(i) any person who at the date of the return is a director or reserve director of the company and
(ii) any person who at that date is a company secretary of the company
that are by this Ordinance required to be contained with respect to them in the register of directors and register of company secretaries of a company
2 In the case of a listed company the particulars relating to members as required under section 1(f)(i) of this Schedule are limited to those relating to members who held 5 or more of the issued shares in any class of the company’s shares as at the date of the return
#3 If a director or reserve director is a natural person the particulars as required under section 1(i) of this Schedule do not include—
(a) an address contained in the register of directors as the usual residential address of the director or reserve director and
(b) the full number of the identity card or passport of the director or reserve director
#4 If a company secretary is a natural person the particulars as required under section 1(i) of this Schedule do not include the full number of the identity card or passport of the company secretary
5 In the case of a company that keeps a branch register of members in accordance with section 636(1) the particulars of the entries in that register need not be included in the annual return if copies of those entries have not been received at the registered office of the company Those particulars must so far as they relate to matters that are required to be contained in the annual return be included in the next annual return after copies of those entries are received at the registered office of the company
_____________________
Editorial Note
# Sections 3 and 4 of Schedule 6 are not yet in operation
第2部
Part 2
须载私公司周年申报表附加资料
6 第662(1)条指周年申报表须载关私公司资料 ——
(a) 述明事项陈述书 ——
(i) 份申报表日期起
(ii) (属首份申报表) 该公司成立法团日期起
该公司没发出邀请邀请公众士认购该公司股份债权证
(b) (关周年申报表披露该公司成员数超50名)述明事项陈述书：超出50名数全属根第11(2)条计算该公司成员数时包括
Additional Information to be Contained in
Annual Return of Private Company
6 An annual return under section 662(1) must also contain the following information in respect of the private company—
(a) a statement that the company has not—
(i) since the date of the last return or
(ii) in the case of a first return since the date of the incorporation of the company
issued any invitation to the public to subscribe for any shares or debentures of the company and
(b) if the annual return discloses the fact that the number of members of the company exceeds 50 a statement that the excess consists wholly of persons who under section 11(2) are excluded in the calculation of the number of members of the company
第3部
Part 3
公众公司担保限公司周年申报表
须附文件
7 根第662(3)条指周年申报表须附 ——
(a) 根第430条须送交该公司名成员文件副该等副须该公司名董事公司秘书核证真实副
(b) ((a)段述文件语文非中文非英文)该文件核证中文英文译该译须附该文件
___________
Documents by which Annual Return of Public Company or Company Limited by Guarantee must be Accompanied
7 An annual return under section 662(3) must be accompanied by—
(a) copies of the documents required to be sent to every member of the company under section 430 certified by a director or company secretary of the company to be true copies and
(b) if any of the documents mentioned in paragraph (a) is in a language other than English or Chinese a certified translation (to be annexed to that document) in English or Chinese of the document
___________
附表7
[第899911条]
Schedule 7
[ss 899 & 911]
某条件提起法律程序罪行
1 第74(2)条订罪行
2 第124(3)条订罪行
3 第124(4)条订罪行
4 第662(6)条订罪行
5 第788(3)条订罪行
6 第789(3)条订罪行
7 (2018年第35号第89条废)
8 公司(披露公司名称否限公司)规例(第622章附属法例B)第7(1)(2)条订罪行 (2013年第161号法律公告增补)
9 非香港公司(披露公司名称成立法团方成员限法律责)规例第8条(该条违反该规例第3(1)(2)45条关范围)订罪行 (2019年第33号法律公告增补)
___________
Offences in respect of which Proceedings not Instituted under Certain Conditions
1 An offence under section 74(2)
2 An offence under section 124(3)
3 An offence under section 124(4)
4 An offence under section 662(6)
5 An offence under section 788(3)
6 An offence under section 789(3)
7 (Repealed 35 of 2018 s 89)
8 An offence under section 7(1) or (2) of the Companies (Disclosure of Company Name and Liability Status) Regulation (Cap 622 sub leg B) (Added LN 161 of 2013)
9 An offence under section 8 of the NonHong Kong Companies (Disclosure of Company Name Place of Incorporation and Members’ Limited Liability) Regulation (in so far as it relates to the contravention of section 3(1) or (2) 4 or 5 of that Regulation) (Added LN 33 of 2019)
___________
附表8
(尚未实施)
[第908条]
Schedule 8
(Not yet in operation)
[s 908]
关采纸化方式持转股份债权证修订
Amendments relating to Paperless Holding and Transfer of Shares and Debentures
1 修订条例
条例现予修订修订方式列附表第214条
1 This Ordinance amended
This Ordinance is amended as set out in sections 2 to 14 of this Schedule
2 修订第2条(释义)
第2(1)条 ——
笔划数目序加入
订明证券 (prescribed securities)具证券期货条例(第571章)第397(5)条予该词涵义
纸化规 (Scripless Rules)指根证券期货条例(第571章)第397(1A)条订立规
2 Section 2 amended (Interpretation)
Section 2(1)—
Add in alphabetical order
prescribed securities (订明证券) has the meaning given by section 397(5) of the Securities and Futures Ordinance (Cap 571)
Scripless Rules (纸化规) means rules made under section 397(1A) of the Securities and Futures Ordinance (Cap 571)
3 修订第134条(股份性质转性)
第134(2)条转 ——
加入
属订明证券股份转属订明证券权益转时受纸化规规限
3 Section 134 amended (Nature and transferability of shares)
Section 134(2) after articles—
Add
subject for shares or other interests that are prescribed securities to the Scripless Rules
4 修订第137条(没相反证股份证明书权证明)
(1) 第137条 ——
该条重编第137(1)条
(2) 第137(1)条 ——
加入
(2) 第(1)款影响第635条
4 Section 137 amended (Share certificate to be proof of title in the absence of contrary evidence)
(1) Section 137—
Renumber the section as section 137(1)
(2) After section 137(1)—
Add
(2) Subsection (1) does not affect section 635
5 修订第144条(配发发出股份证明书)
第144条 ——
废第(2)款
代
(2) 情况第(1)款适 ——
(a) 关股份纸化规配发订明证券
(b) 关股份非订明证券发行条件规定
5 Section 144 amended (Issue of share certificate on allotment)
Section 144—
Repeal subsection (2)
Substitute
(2) Subsection (1) does not apply if—
(a) the shares are prescribed securities that are allotted in accordance with the Scripless Rules or
(b) the shares are not prescribed securities and the conditions of issue of the shares provide otherwise
6 修订第150条(关转文书规定)
第150(2)条 ——
加入
(3) 第(1)款适纸化规作出属订明证券股份转
6 Section 150 amended (Requirement for instrument of transfer)
After section 150(2)—
Add
(3) Subsection (1) does not apply to a transfer made in accordance with the Scripless Rules of shares that are prescribed securities
7 修订第153条(遗产代理作出转)
第153条 ——
废
文书签立
代
该股份权益
7 Section 153 amended (Transfer by personal representative)
Section 153—
Repeal
execution of the instrument of transfer
Substitute
the transfer
8 修订第155条(转发出股份证明书)
第155(3)条 ——
废(a)段
代
(a) 股份转 ——
(i) 该等股份纸化规转订明证券
(ii) 该等股份非订明证券发行条件规定
8 Section 155 amended (Issue of share certificate on transfer)
Section 155(3)—
Repeal paragraph (a)
Substitute
(a) either—
(i) the shares are prescribed securities that are transferred in accordance with the Scripless Rules or
(ii) the shares are not prescribed securities and the conditions of issue of the shares provide otherwise
9 修订第318条(配发发出债权证债权股证证明书)
第318条 ——
废第(2)款
代
(2) 情况第(1) 款适 ——
(a) 关债权证债权股证纸化规配发订明证券
(b) 关债权证债权股证非订明证券发行条件规定
9 Section 318 amended (Issue of debenture or certificate for debenture stock on allotment)
Section 318—
Repeal subsection (2)
Substitute
(2) Subsection (1) does not apply if—
(a) the debentures or debenture stock are prescribed securities that are allotted in accordance with the Scripless Rules or
(b) the debentures or debenture stock are not prescribed securities and the conditions of issue of the debentures or debenture stock provide otherwise
10 修订第320条(关转文书规定)
第320(2)条 ——
加入
(3) 第(1)款适纸化规作出属订明证券债权证债权股证转
10 Section 320 amended (Requirement for instrument of transfer)
After section 320(2)—
Add
(3) Subsection (1) does not apply to a transfer made in accordance with the Scripless Rules of debentures or debenture stock that are prescribed securities
11 修订第323条(转发出债权证债权股证证明书)
第323(3)条 ——
废(a)段
代
(a) 债权证债权股证转 ——
(i) 该等债权证债权股证纸化规转订明证券
(ii) 该等债权证债权股证非订明证券发行条件规定
11 Section 323 amended (Issue of debenture or certificate for debenture stock on transfer)
Section 323(3)—
Repeal paragraph (a)
Substitute
(a) either—
(i) the debentures or debenture stock are prescribed securities that are transferred in accordance with the Scripless Rules or
(ii) the debentures or debenture stock are not prescribed securities and the conditions of issue of the debentures or debenture stock provide otherwise
12 加入第627A条
第627条 ——
加入
627A 订明证券登记册作出额外记项
(1) 公司股分类股份该等股份订明证券该公司须成员登记册记入述事宜 ——
(a) 项陈述述明股分类股份
(b) 类股份附带表决权
(c) 持权该公司成员会表决股份类言表决权 中文字样non voting 文字
(d) 纸化规规定须记入登记册事宜
(2) 股份称优先股具优先权股份第(1)(c)款适该等股份
(3) 公司违反第(1)款该公司名责均属犯罪处第4 级罚款关罪行持续罪行该罪行持续期间日处罚款700
12 Section 627A added
After section 627—
Add
627A Additional register entries for prescribed securities
(1) If a company’s share capital is divided into different classes of shares and any of those shares are prescribed securities the company must enter in the register of its members—
(a) a statement that its share capital is divided into different classes of shares
(b) the voting rights attached to the shares of each class
(c) in relation to a class of shares the holders of which are not entitled to vote at general meetings of the company the words non voting or the Chinese characters 表决权 and
(d) any other matters that are required by the Scripless Rules to be entered in the register
(2) Subsection (1)(c) does not apply to shares that are described as preference shares or preferred shares
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
13 修订第635条(没相反证登记册证明)
(1) 第635条 ——
该条重编第635(1)条
(2) 第635(1) 条——
加入
(2) 局限第(1)款原没相反证情况关成员登记册记录某持股份记项该该股份权证明
13 Section 635 amended (Register to be proof in the absence of contrary evidence)
(1) Section 635—
Renumber the section as section 635(1)
(2) After section 635(1)—
Add
(2) Without limiting subsection (1) in the absence of evidence to the contrary an entry in the register of members recording a person as holding any share is proof of the person’s title to the share
14 修订第696条(权全面收购少数股东股份约责)
第696条 ——
废第(4) 款
代
(4) 第(3)(a)(ii)款规定约公司送交关股份转文书 ——
(a) 时已发行未交回股份权证关股份
(b) (该等股份纸化规转)属订明证券股份
___________
14 Section 696 amended (Obligations of offeror with right to buy out minority shareholders)
Section 696—
Repeal subsection (4)
Substitute
(4) Subsection (3)(a)(ii) does not require the offeror to send to the company an instrument of transfer of—
(a) any shares for which a share warrant is for the time being outstanding or
(b) any shares that are prescribed securities if the transfer of the shares is made in accordance with the Scripless Rules
___________
附表9
[第912920条]
Schedule 9
[ss 912 & 920]
公司条例(第32章)附属法例相应相关修订
Consequential and Related Amendments to Companies Ordinance (Cap 32) and its Subsidiary Legislation
1164 (已失时效略——2014年第1号编辑修订纪录)
1164 (Omitted as spent—ER 1 of 2014)
165 废公司(豁免陈述营业额)令
公司(豁免陈述营业额)令(第32章附属法例D) ——
废该命令
165 Companies (Exemption from Statement of Turnover) Order repealed
The Companies (Exemption from Statement of Turnover) Order (Cap 32 sub leg D)—
Repeal the Order
166 废公司(指明名称)令
公司(指明名称)令(第32章附属法例E) ——
废该命令
166 Companies (Specification of Names) Order repealed
The Companies (Specification of Names) Order (Cap 32 sub leg E)—
Repeal the Order
167199 (已失时效略——2014年第1号编辑修订纪录)
167199 (Omitted as spent—ER 1 of 2014)
200 废公司(市公司财务摘报告)规例
公司(市公司财务摘报告) 规例(第32章附属法例M) ——
废该规例
200 Companies (Summary Financial Reports of Listed Companies) Regulation repealed
The Companies (Summary Financial Reports of Listed Companies) Regulation (Cap 32 sub leg M)—
Repeal the Regulation
201 废公司(修订帐目报告)规例
公司(修订帐目报告)规例(第32章附属法例N) ——
废该规例
(编辑修订——2013年第1号编辑修订纪录)
___________
201 Companies (Revision of Accounts and Reports) Regulation repealed
The Companies (Revision of Accounts and Reports) Regulation (Cap 32 sub leg N)—
Repeal the Regulation
(Amended ER 1 of 2013)
___________
附表10
Schedule 10
(已失时效略——2014年第1号编辑修订纪录)
(Omitted as spent—ER 1 of 2014)
1480 (已失时效略——2014年第1号编辑修订纪录)
___________
1480 (Omitted as spent—ER 1 of 2014)
___________
附表11
[第27369913条]
Schedule 11
[ss 27 369 & 913]
(Amended ER 1 of 2013)
渡性条文保留条文
Transitional and Saving Provisions
第1部
Part 1
导言
Preliminary
1 释义
附表中 ——
废 (repeal) 指第912条废废须解释
1 Interpretation
In this Schedule—
repeal (废) means a repeal by section 912 and repealed is to be construed accordingly
第2部
Part 2
第2部作渡性安排保留安排
Transitional and Saving Arrangements for Part 2
2 处长职位
(1) 紧接第21条生效日期#前担署理公司注册处处长职位继续担署理该职位(视属情况定)犹该根第21(1)条获委样
(2) 根前身条例第303(4)条作出指示制备印章须视根第21(4)条作出指示制备印章
(3) 行政长官第21条生效日期#前根前身条例第303(1)条指示指示点须视根第21(3)条获指定方
2 Office of Registrar
(1) A person holding or acting in the office of Registrar of Companies immediately before the commencement date# of section 21 continues to hold or act in that office (as the case may be) as if the person were appointed under section 21(1)
(2) The last seals that were directed under section 303(4) of the predecessor Ordinance to be prepared are to be regarded as seals that have been directed under section 21(4) to be prepared
(3) The place directed or last directed by the Chief Executive under section 303(1) of the predecessor Ordinance before the commencement date# of section 21 is to be regarded as the place that has been designated under section 21(3)
第3部
Part 3
第3部作渡性安排保留安排
Transitional and Saving Arrangements for Part 3
3 申请组成公司
(1) 条适符合说明决申请 ——
(a) 第3部第1分部生效日期#前前身条例第14A(1)条目处长提出
(b) 该日期前该条例第15(1)条已该申请获遵守
(2) 紧接废前效前身条例第45691011121414A15161818A202324条该条例附表1ABCDE表公司(指明名称)令(第32章附属法例E)继续述决申请适
3 Application for company formation
(1) This section applies to a pending application—
(a) that was made before the commencement date# of Division 1 of Part 3 to the Registrar for the purposes of section 14A(1) of the predecessor Ordinance and
(b) in respect of which section 15(1) of that Ordinance was complied with before that date
(2) Sections 4 5 6 9 10 11 12 14 14A 15 16 18 18A 20 23 and 24 of the predecessor Ordinance Tables A B C D and E in the First Schedule to that Ordinance and the Companies (Specification of Names) Order (Cap 32 sub leg E) as in force immediately before their repeal continue to apply in relation to the pending application
4 申请略Limited等处长特许证
紧接废前效前身条例第21(1)(2)(3)条继续决申请适：第3部第3分部第2次分部生效日期#前批出前身条例第21(1)(2)条指特许证交付处长申请
4 Application for Registrar’s licence to dispense with Limited etc
Section 21(1) (2) and (3) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a pending application delivered to the Registrar before the commencement date# of Subdivision 2 of Division 3 of Part 3 for a licence under section 21(1) or (2) of the predecessor Ordinance
5 略Limited等特许证
根前身条例第21(1)(2)条批出特许证紧接第3部第3分部第2次分部生效日期#前属效须视作施行条例根第103条批出特许证
5 Licence dispensing with Limited etc
A licence that was granted under section 21(1) or (2) of the predecessor Ordinance and was in force immediately before the commencement date# of Subdivision 2 of Division 3 of Part 3 is to be regarded as a licence granted under section 103 for the purposes of this Ordinance
6 公司宗旨修改
(1) 紧接废前效前身条例第8条继续特决议适：第3部第2分部第4次分部生效日期#前前身条例第8(1)条目通特决议
(2) 紧接废前效公司(费百分率)令(第32章附属法例C)附表1第1(a)项继续呈请书适：根第(1)款具持续效力前身条例第8条提交关确认修改章程纲呈请书
6 Alteration of company’s objects
(1) Section 8 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a special resolution passed before the commencement date# of Subdivision 4 of Division 2 of Part 3 for the purposes of section 8(1) of the predecessor Ordinance
(2) Item 1(a) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub leg C) as in force immediately before its repeal continues to apply in relation to a petition to confirm an alteration in a memorandum presented under section 8 of the predecessor Ordinance having a continuing effect under subsection (1)
7 某组织章程纲条件修改
紧接废前效前身条例第8(2)(a)(3)(4)(7)(7A)(8)25A条继续特决议适：第3部第2分部第4次分部生效日期#前前身条例第25A(1)条目通特决议
7 Alteration of certain conditions of memorandum of association
Sections 8(2)(a) (3) (4) (7) (7A) and (8) and 25A of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a special resolution passed before the commencement date# of Subdivision 4 of Division 2 of Part 3 for the purposes of section 25A(1) of the predecessor Ordinance
8 藉特决议章程细作出修改
紧接废前效前身条例第13条继续特决议适：第3部第2分部第4次分部生效日期#前前身条例第13(1)条目通特决议
8 Alteration of articles by special resolution
Section 13 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a special resolution passed before the commencement date# of Subdivision 4 of Division 2 of Part 3 for the purposes of section 13(1) of the predecessor Ordinance
9 关旧公司条例A表保留条文
——
(a) 时效1865年公司条例(1865年第1号)附表1A表言该A表适原公司范围受条例影响
(b) 时效1911年公司条例(1911年第58号)附表1A表言该A表适原公司范围受条例影响
(c) 前身条例附表1A表言该A表适原公司范围受条例影响
9 Savings for Table A in former Companies Ordinance
This Ordinance does not affect—
(a) Table A in the First Schedule to the Companies Ordinance 1865 (1 of 1865) as in force from time to time so far as it applies to any existing company
(b) Table A in the First Schedule to the Companies Ordinance 1911 (58 of 1911) as in force from time to time so far as it applies to any existing company and
(c) Table A in the First Schedule to the predecessor Ordinance so far as it applies to any existing company
10 更改公司名称特决议
紧接废前效前身条例第2022(1A)(1B)(7)(8)条公司( 指明名称)令(第32章附属法例E)继续特决议适：第3部第3分部第3次分部生效日期#前前身条例第22(1)条目通特决议
10 Special resolution changing company name
Sections 20 and 22(1A) (1B) (7) and (8) of the predecessor Ordinance and the Companies (Specification of Names) Order (Cap 32 sub leg E) as in force immediately before their repeal continue to apply in relation to a special resolution passed before the commencement date# of Subdivision 3 of Division 3 of Part 3 for the purposes of section 22(1) of the predecessor Ordinance
11 处长指示更改公司名称
(1) 紧接废前效前身条例第22(5)(6)条继续指示适：第3部第3分部第3次分部生效日期#前处长根前身条例第22(2)(3A)(3B)(4)条发出指示
(2) 紧接废前效前身条例第22(7)(8)22A(2)(3)(4)条继续指示适：第3部第3分部第3次分部生效日期#前处长根前身条例第22A(1)(1A)条发出指示
11 Registrar’s direction to change company name
(1) Section 22(5) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a direction given by the Registrar before the commencement date# of Subdivision 3 of Division 3 of Part 3 under section 22(2) (3A) (3B) or (4) of the predecessor Ordinance
(2) Sections 22(7) and (8) and 22A(2) (3) and (4) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a direction given by the Registrar before the commencement date# of Subdivision 3 of Division 3 of Part 3 under section 22A(1) or (1A) of the predecessor Ordinance
12 限公司重新注册限公司
(1) 条适符合说明特决议 ——
(a) 第3部第2分部第2次分部生效日期#前1984年8月31日日注册限公司原公司前身条例第19(1)条目通
(b) 该生效日期#前没公司注册证书根该条例第19(4)条该特决议发出
(2) 紧接废前效前身条例第19(1)(2)(3)(4)(5)117条继续述特决议适
(3) 第3部第2分部生效日期#日根第(2)款具持续效力条文重新注册限公司限公司目言须视根前身条例注册限公司
12 Reregistration of unlimited company as limited company
(1) This section applies to a special resolution—
(a) that was passed before the commencement date# of Subdivision 2 of Division 2 of Part 3 for the purposes of section 19(1) of the predecessor Ordinance by an existing company registered as an unlimited company on or after 31 August 1984 and
(b) in respect of which no certificate of incorporation was issued before that commencement date# under section 19(4) of that Ordinance
(2) Sections 19(1) (2) (3) (4) and (5) and 117 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the special resolution
(3) An unlimited company reregistered as a limited company on or after the commencement date# of Division 2 of Part 3 under the provisions having a continuing effect under subsection (2) is for all purposes to be regarded as a limited company registered under the predecessor Ordinance
第4部
Part 4
第4部作渡性安排保留安排
Transitional and Saving Arrangements for Part 4
第1分部 —— 般渡性条文保留条文
Division 1—General Transitional and Saving Provisions
13 股份转换股额
(1) 第138条生效日期#日股份转换股额事宜言该项转换该日期#前通决议进行受第138条影响
(2) 第174条中提述废股份转换股额权力前股份转换股额包括第(1)款提述转换
(3) 紧接废前效前身条例条文继续适第138 条生效日期#前进行股份转换(股份转换股额)第(1)款提述转换 ——
(a) 第54条(该条关股份转换股额范围)
(b) 第95(1)条书第(i)段
(c) 第95(4)条(该条关该段范围)
(4) 已前身条例第95(1)条书第(i)段股额数额记入公司成员登记册该数额(非关股份细节) 须视第12部第2分部第2 次分部规定须记入该登记册细节
13 Conversion of shares into stock
(1) Section 138 does not affect the conversion of shares into stock on or after the commencement date# of that section in accordance with a resolution passed before that commencement date#
(2) The reference in section 174 to the conversion of shares into stock before the repeal of the power to do so includes a conversion referred to in subsection (1)
(3) The following provisions of the predecessor Ordinance as in force immediately before their repeal continue to apply to a conversion of shares into stock that took place before the commencement date# of section 138 or a conversion referred to in subsection (1)—
(a) section 54 (so far as it relates to a conversion of shares into stock)
(b) paragraph (i) of the proviso to section 95(1) and
(c) section 95(4) (so far as it relates to that paragraph)
(4) If any amounts of stock have been entered in the register of members of the company in accordance with paragraph (i) of the proviso to section 95(1) of the predecessor Ordinance those amounts are to be regarded as the details required by Subdivision 2 of Division 2 of Part 12 to be entered in the register instead of the details relating to shares
14 股份权证
(1) 公司第139条生效日期#前已发行股份权证没该日期#前遵守前身条例第97(1)条条适
(2) 紧接废前效前身条例第97(1)条继续述股份权证适关公司
(3) 股份权证详情已前身条例第97(1)条记入公司成员登记册该等详情须视第12部第2分部第2次分部规定须记入该登记册细节
14 Share warrants
(1) This section applies if a company has issued a share warrant before the commencement date# of section 139 but has not complied with section 97(1) of the predecessor Ordinance before that commencement date#
(2) Section 97(1) of the predecessor Ordinance as in force immediately before its repeal continues to apply to the company in relation to the share warrant
(3) If the particulars of a share warrant have been entered in the register of members of the company in accordance with section 97(1) of the predecessor Ordinance those particulars are to be regarded as the details required by Subdivision 2 of Division 2 of Part 12 to be entered in the register
15 董事行权力配发股份授予权利
公司第140条生效日期#日该公司1984年8月31日前作出批出项约协议选择权配发股份第140条适该项配发
15 Exercise by directors of power to allot shares or grant rights
Section 140 does not apply to an allotment of shares by a company on or after the commencement date# of that section in accordance with an offer agreement or option made or granted by the company before 31 August 1984
16 公司批准股份配发权利授予
前身条例第57B条指批准紧接第141条生效日期#前属效该日期#日继续效犹根第141条予样
16 Allotment of shares or grant of rights with company approval
An approval in force under section 57B of the predecessor Ordinance immediately before the commencement date# of section 141 has effect on and after that commencement date# as if given under section 141
17 分配申报表
紧接废前效前身条例第45条继续适第142条生效日期#前配发股份
17 Return of allotments
Section 45 of the predecessor Ordinance as in force immediately before its repeal continues to apply to shares allotted before the commencement date# of section 142
18 配发登记
第143条适该条生效日期#日配发股份
18 Registration of allotment
Section 143 applies to shares allotted on or after the commencement date# of that section
19 配发发出股份证明书
紧接废前效前身条例第70条(该条关股份配发范围)继续适第144条生效日期#前配发股份
19 Issue of share certificate on allotment
Section 70 of the predecessor Ordinance (so far as it relates to an allotment of shares) as in force immediately before its repeal continues to apply to shares allotted before the commencement date# of section 144
20 原讼法庭认发行配发
紧接废前效前身条例第57C条继续适意第146条生效日期#前发行配发股份
20 Validation by Court of issue or allotment
Section 57C of the predecessor Ordinance as in force immediately before its repeal continues to apply to shares purportedly issued or allotted before the commencement date# of section 146
21 获准佣金
紧接废前效前身条例第46条继续协议适：第148条生效日期#前已该第46条订立容订明公司某支付佣金作该认购意认购该公司股份促致意促致认购该公司股份代价协议
21 Permitted commissions
Section 46 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an agreement made in accordance with that section before the commencement date# of section 148 for a company to pay commission to a person in consideration of the person subscribing or agreeing to subscribe for shares in the company or procuring or agreeing to procure subscriptions
22 登记转拒绝登记
紧接废前效前身条例第69条(该条关股份转范围)继续适第151条生效日期#前提交转书
22 Registration of transfer or refusal of registration
Section 69 of the predecessor Ordinance (so far as it relates to a transfer of shares) as in force immediately before its repeal continues to apply to a transfer lodged before the commencement date# of section 151
23 转发出股份证明书
紧接废前效前身条例第70条(该条关股份转范围)继续适第155条生效日期#前提交转书
23 Issue of share certificate on transfer
Section 70 of the predecessor Ordinance (so far as it relates to a transfer of shares) as in force immediately before its repeal continues to apply to a transfer lodged before the commencement date# of section 155
24 藉法律施行传转股份
紧接废前效前身条例第69条(该条关藉法律施行传转股份范围)继续适第4部第4分部第2次分部生效日期#前传转股份
24 Transmission of shares by operation of law
Section 69 of the predecessor Ordinance (so far as it relates to a transmission of shares by operation of law) as in force immediately before its repeal continues to apply to shares transmitted before the commencement date# of Subdivision 2 of Division 4 of Part 4
25 补发已遗失市公司股份证明书
(1) 原股份证明书第163 条生效日期#前日遗失均根该条申请新股份证明书已该日期#前根前身条例第71A 条提出新证明书申请外
(2) 紧接废前效前身条例第71A条继续适第163条生效日期#前提出新证明书申请
25 Replacement of listed companies’ lost share certificates
(1) An application may be made under section 163 for a new share certificate whether the original certificate was lost before on or after the commencement date# of that section unless an application for a new certificate had already been made under section 71A of the predecessor Ordinance before that commencement date#
(2) Section 71A of the predecessor Ordinance as in force immediately before its repeal continues to apply to an application for a new certificate made before the commencement date# of section 163
26 更改股通知
(1) 公司第171条生效日期#前作出前身条例第54(1)(a)(f)条提述事情条适
(2) 紧接废前效前身条例第54条继续述作出事情适公司
26 Notice of alteration of share capital
(1) This section applies if a company before the commencement date# of section 171 does anything referred to in section 54(1)(a) to (f) of the predecessor Ordinance
(2) Section 54 of the predecessor Ordinance as in force immediately before its repeal continues to apply to the company in relation to the thing done
27 关股增加通知
第171条生效日期#前已通批准增加公司股决议紧接废前效前身条例第55条继续适该项股增加
27 Notice of increase of share capital
Section 55 of the predecessor Ordinance as in force immediately before its repeal continues to apply to an increase in a company’s share capital if the resolution authorizing the increase was passed before the commencement date# of section 171
28 类股份说明
紧接废前效前身条例第57A条继续适第179条生效日期#前发出股份证明书招股章程董事报告
28 Description of shares of different classes
Section 57A of the predecessor Ordinance as in force immediately before its repeal continues to apply to a share certificate prospectus or directors’ report issued before the commencement date# of section 179
29 更改类权利︰股公司
(1) 第180条生效日期#前已通予关更改废止附某类股份权利决议书面意紧接废前效前身条例第63A64条继续适该项更改废止
(2) 紧接废前效公司(费百分率)令(第32章附属法例C)附表1第2(a)项继续申请适：根第(1)款具持续效力前身条例第64条提出申请
29 Variation of class rights companies having a share capital
(1) Sections 63A and 64 of the predecessor Ordinance as in force immediately before their repeal continue to apply to a variation or abrogation of the rights attaching to a class of shares if the resolution or written consent for the variation or abrogation was passed or given before the commencement date# of section 180
(2) Item 2(a) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub leg C) as in force immediately before its repeal continues to apply in relation to an application made under section 64 of the predecessor Ordinance having a continuing effect under subsection (1)
30 更改某类股份权利某类股份附加权利事通知处长
紧接废前效前身条例第64A条继续适第184条生效日期#前附某类股份权利
30 Notifying Registrar of variation or attachment of rights to a class of shares
Section 64A of the predecessor Ordinance as in force immediately before its repeal continues to apply to an attachment of rights to a class of shares before the commencement date# of section 184
31 更改类权利︰股公司
第188192条更改废止适：该等条文生效日期#日公司某类成员权利作出更改废止
31 Variation of class rights companies without a share capital
Sections 188 to 192 apply in relation to a variation or abrogation of the rights of a class of members of a company on or after the commencement date# of those sections
32 关备股条文废
前身条例第5256条废影响紧接该等条文废前效该等条文指决议效力
32 Repeal of provision about reserve share capital
The repeal of sections 52 and 56 of the predecessor Ordinance does not affect the validity of any resolution under those sections that was in force immediately before the repeal
33 资中拨款支付利息
(1) 紧接前身条例第57条废前已根该条书(a)段通批准公司支付利息特决议否取法院支付利息认许紧接废前效该条继续适该利息支付
(2) 局限第(1)款原情况公司前身条例第57条资拨款作利息支出 ——
(a) 公司该条废前该条支付利息该利息资拨付
(b) 否该项利息支付取法院认许该条废前已根该条书(a)段通关特决议公司该条废该决议支付利息
附注——
前身条例第57条书(b)段规定作出关付款前须取法院认许
33 Payment of interest out of capital
(1) Section 57 of the predecessor Ordinance as in force immediately before its repeal continues to apply to the payment of interest by a company if the special resolution under paragraph (a) of the proviso to that section authorizing the payment was passed before the repeal regardless of when the sanction of the court for the payment is obtained
(2) Without limiting subsection (1) the company may charge interest to capital in accordance with section 57 of the predecessor Ordinance if—
(a) interest was paid by a company in accordance with that section before its repeal but not charged to capital or
(b) interest is paid by a company after the repeal in accordance with a special resolution passed under paragraph (a) of the proviso to that section before the repeal regardless of when the sanction of the court for the payment is obtained
Note—
Paragraph (b) of the proviso to section 57 of the predecessor Ordinance requires the sanction of the court to be obtained before the payment is made
34 关股规定宽免
(1) 第4部第8分部第1次分部符合说明股份发行适：该股份该次分部生效日期#日发行关该项发行关非现金资产转安排该日期#前日作出
(2) 第198条中提述第4部第8分部第1次分部需记录作公司股款额包括紧接前身条例第48E条废前前身条例第48C48D条没拨入该公司股份溢价帐中款额
34 Relief from share capital requirements
(1) Subdivision 1 of Division 8 of Part 4 applies in relation to an issue of shares on or after the commencement date# of that Subdivision whether the arrangement for the issue or the transfer of noncash assets was made before on or after that commencement date#
(2) A reference in section 198 to an amount that because of Subdivision 1 of Division 8 of Part 4 is not required to be recorded as a company’s share capital includes an amount that immediately before the repeal of section 48E of the predecessor Ordinance was not included in the company’s share premium account by virtue of section 48C or 48D of the predecessor Ordinance
第2分部 —— 关废止面值渡性条文
Division 2—Transitional Provisions relating to Abolition of Nominal Value
35 释义
分部中 ——
续条文 (continuing provision)指根附表具持续效力前身条例条文
35 Interpretation
In this Division—
continuing provision (续条文) means a provision of the predecessor Ordinance that has a continuing effect under this Schedule
36 提述第135条生效日期#前发行股份缴付款额
条例第135条生效日期#日该日期#前发行股份实施目 ——
(a) 该股份缴付款额时间该股份缴付公司款额总
(b) 该股份尚未缴付款额该股份发行价已该股份缴付款额差额
36 References to amount paid on shares issued before commencement date# of section 135
For the purposes of the operation of this Ordinance on and after the commencement date# of section 135 in relation to a share issued before that commencement date#—
(a) the amount paid on the share is the sum of all amounts paid to the company at any time for the share and
(b) the amount remaining unpaid on the share is the difference between the issue price of the share and the amount paid on the share
37 股份溢价帐资赎回储备处理
(1) 第135条生效日期#开始时公司股份溢价帐贷方结余资赎回储备贷方结余均成公司股部分
(2) 第135条生效日期#日会续条文规定须转公司股份溢价帐资赎回储备款额均成公司股部分
37 Treatment of share premium account and capital redemption reserve
(1) At the beginning of the commencement date# of section 135 any amount standing to the credit of the company’s share premium account and capital redemption reserve becomes part of the company’s share capital
(2) Any amount that would be required by a continuing provision to be transferred to a company’s share premium account or capital redemption reserve on or after the commencement date# of section 135 becomes part of the company’s share capital
38 股份溢价帐贷方结余运
(1) 附表第37条规定公司第135条生效日期#日 ——
(a) 该日期#前订立协议紧接该日期#前股份溢价帐贷方结余缴付该日期#日全部缴付股款红股形式公司成员发行股份股款
(b) 紧接该日期#前股份溢价帐贷方结余销 ——
(i) 公司该日期#前招致开办费
(ii) 该日期#前公司发行股份招致开支公司发行股份支付佣金公司发行股份容许折扣
(c) 紧接该日期前股份溢价帐贷方结余备付须赎回1991年9月1日前发行赎回优先股时支付溢价
(2) 附表第37条规定公司1991年9月1日日第135条生效日期#前发行赎回股份第135条生效日期#日赎回须赎回该等股份时支付溢价赎回目发行新股份收益中拨款支付支付款额限相等述两数额中较者款额 ——
(a) 公司发行赎回股份时溢价总额
(b) 紧接第135条生效日期#前公司股份溢价帐贷方结余减已根第(1)款款运款额
(3) 某款额已根第(2)款支付第(1)(2)款目动款额余数须减笔应款额
38 Use of amount standing to credit of share premium account
(1) Despite section 37 of this Schedule a company may on or after the commencement date# of section 135 use the amount that was standing to the credit of its share premium account immediately before that commencement date# to—
(a) pay up in accordance with an agreement made before that commencement date# shares that are to be issued on or after that commencement date# to members of the company as fully paid bonus shares
(b) write off—
(i) the preliminary expenses of the company incurred before that commencement date# or
(ii) the expenses incurred commission paid or discount allowed before that commencement date# in respect of any issue of shares in the company or
(c) provide for the premium payable on redemption of redeemable preference shares issued before 1 September 1991
(2) Despite section 37 of this Schedule if redeemable shares issued by a company on or after 1 September 1991 but before the commencement date# of section 135 are redeemed on or after the commencement date# of section 135 any premium payable on their redemption may be paid out of the proceeds of a fresh issue of shares made for the purpose of the redemption up to an amount equal to the lesser of—
(a) the aggregate of the premiums received by the company on the issue of the shares redeemed
(b) the amount that was standing to the credit of the company’s share premium account immediately before the commencement date# of section 135 less any amounts already applied under subsection (1) or this subsection
(3) If an amount is paid under subsection (2) the remaining amount available for the purposes of subsection (1) or (2) must be reduced by a corresponding amount
39 部分缴付股款股份催缴
催缴第135条生效日期#前发行股份尚未缴付款项作出股东该项催缴方面法律责(股份面值理作溢价)均受股份面值影响
39 Calls on partly paid shares
The liability of a shareholder for calls in respect of money remaining unpaid on shares issued before the commencement date# of section 135 (whether on account of the nominal value of the shares or by way of premium) is not affected by the share ceasing to have a nominal value
40 合约文件提述票面值面值
(1) 条第135条生效日期#日解释应项目目适 ——
(a) 该日期#前订立合约(包括公司章程细)
(b) 公司成员该日期#前作出决议
(c) 该日期#前签立信讬契文件
(2) 某股份 ——
(a) 第135条生效日期#前发行提述该股份票面值面值(明示隐含方式)提述该股份紧接该日期#前面值
(b) 第135条生效日期#日发行类股份紧接该日期#前发行提述该股份票面值面值(明示隐含方式)提述假该股份已紧接该日期#前发行便会面值
(c) 第135条生效日期#日发行类股份紧接该日期#前发行提述该股份票面值面值(明示隐含方式)提述董事厘定面值
(3) 提述股份溢价提述关该股份尚余股
(4) 提述股份退股权利提述退某价值股权利该价值相等该股份面值缴付款额
(5) 提述清盘中已缴款股例进行分派提述清盘中已缴款股占股份面值例进行分派
(6) 提述公司已发行股票面值面值总提述紧接第135条生效日期#前存该总 ——
(a) 作出调顾该日期#日发行股份面值
(b) 作出调顾该日期#日注销股份面值
(7) 第(2)(6)款规定第135条生效日期#日股份面值根续条文更改提述股份票面值面值提述更改面值
40 References in contracts and other documents to par or nominal value
(1) This section applies for the purpose of interpreting and applying on or after the commencement date# of section 135—
(a) a contract entered into before that commencement date# (including a company’s articles)
(b) a resolution of a company or of any of its members made before that commencement date# or
(c) a trust deed or other document executed before that commencement date#
(2) A reference to the par or nominal value of a share (whether made expressly or by implication) is a reference to—
(a) if the share was issued before the commencement date# of section 135 the nominal value of the share immediately before that commencement date#
(b) if the share is issued on or after the commencement date# of section 135 but shares of the same class were on issue immediately before that commencement date# the nominal value that the share would have had if it had been issued immediately before that commencement date# or
(c) if the share is issued on or after the commencement date# of section 135 and shares of the same class were not on issue immediately before that commencement date# the nominal value determined by the directors
(3) A reference to share premium is a reference to any residual share capital in relation to the share
(4) A reference to a right to a return of capital on a share is a reference to a right to a return of capital of a value equal to the amount paid in respect of the nominal value of the share
(5) A reference to a distribution in a winding up in proportion to the capital paid up on a share is a reference to a distribution in a winding up in proportion to the amount paid in respect of the nominal value of the share
(6) A reference to the aggregate par or nominal value of the company’s issued share capital is a reference to that aggregate as it existed immediately before the commencement date# of section 135 and—
(a) increased to take account of the nominal value of any shares issued on or after that commencement date# and
(b) reduced to take account of the nominal value of any shares cancelled on or after that commencement date#
(7) Despite subsection (2) or (6) if the nominal value of a share is altered on or after the commencement date# of section 135 under a continuing provision a reference to the par or nominal value of the share is a reference to the nominal value as so altered
41 前身条例续条文中某提述
(1) 续条文中提述股份面额面值第135条生效日期#日期间言提述该股份紧接该日期#前面额面值提述股份溢价须理解
(2) 续条文中提述公司股份溢价帐资赎回储备第135条生效日期#日期间言提述紧接该日期#前该公司股份溢价帐资赎回储备
(3) 第(1)款规定第135条生效日期#日股份面额面值根续条文更改续条文中提述股份面额面值提述更改面额面值
41 References in continuing provisions of the predecessor Ordinance
(1) A reference in a continuing provision to the nominal amount or nominal value of a share is in relation to any period on or after the commencement date# of section 135 a reference to the nominal amount or nominal value of the share immediately before that commencement date# and a reference to share premium is to be construed accordingly
(2) A reference in a continuing provision to a company’s share premium account or capital redemption reserve is in relation to any period on or after the commencement date# of section 135 a reference to the company’s share premium account or capital redemption reserve immediately before that commencement date#
(3) Despite subsection (1) if the nominal amount or nominal value of a share is altered on or after the commencement date# of section 135 under a continuing provision a reference in a continuing provision to the nominal amount or nominal value of the share is a reference to the nominal amount or nominal value as so altered
第5部
Part 5
第5部作渡性安排保留安排
Transitional and Saving Arrangements for Part 5
42 原讼法庭确认股减少
(1) 紧接第5部第3分部第3次分部生效日期#前效前身条例第58条(该条关股减少范围)第5963条高等法院规(第4章附属法例A)第102号命令继续决议适：紧接该生效日期#前根前身条例第58(1)条通关减少股决议
(2) 紧接第5部第3分部第3次分部生效日期#前效前身条例第5863条高等法院规(第4章附属法例A)第102号命令 ——
(a) 继续效前身条例第48B(1)条决议适：该生效日期#前根前身条例第58(1)条通关减少股份溢价决议
(b) 继续效前身条例第49H(4)条决议适：该生效日期#前根前身条例第58(1)条通关减少资赎回储备决议
(3) 紧接废前效公司(费百分率)令(第32章附属法例C)附表1第1(b)项 ——
(a) 继续适申请：根第(1)款具持续效力前身条例第59条提出关确认股减少申请
(b) 继续紧接废前效前身条例第48B(1)条适申请：根第(2)(a)款具持续效力前身条例第59条提出关确认减少股份溢价申请
(c) 继续紧接废前效前身条例第49H(4)条适申请：根第(2)(b)款具持续效力前身条例第59条提出关确认减少资赎回储备申请
(4) 第5部第3分部适第(1)款提述股减少
42 Reduction of share capital confirmed by Court
(1) Section 58 (so far as it relates to a reduction of share capital) and sections 59 to 63 of the predecessor Ordinance and Order 102 of the Rules of the High Court (Cap 4 sub leg A) as in force immediately before the commencement date# of Subdivision 3 of Division 3 of Part 5 continue to apply in relation to a resolution for reducing share capital that was passed under section 58(1) of the predecessor Ordinance immediately before that commencement date#
(2) Sections 58 to 63 of the predecessor Ordinance and Order 102 of the Rules of the High Court (Cap 4 sub leg A) as in force immediately before the commencement date# of Subdivision 3 of Division 3 of Part 5—
(a) continue to apply by virtue of section 48B(1) of the predecessor Ordinance as so in force in relation to a resolution for reducing share premium that was passed under section 58(1) of the predecessor Ordinance before that commencement date# and
(b) continue to apply by virtue of section 49H(4) of the predecessor Ordinance as so in force in relation to a resolution for reducing capital redemption reserve that was passed under section 58(1) of the predecessor Ordinance before that commencement date#
(3) Item 1(b) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub leg C) as in force immediately before its repeal—
(a) continues to apply to an application to confirm a reduction of share capital made under section 59 of the predecessor Ordinance having a continuing effect under subsection (1)
(b) continues to apply by virtue of section 48B(1) of the predecessor Ordinance as in force immediately before its repeal to an application to confirm a reduction of share premium made under section 59 of the predecessor Ordinance having a continuing effect under subsection (2)(a) and
(c) continues to apply by virtue of section 49H(4) of the predecessor Ordinance as in force immediately before its repeal to an application to confirm a reduction of capital redemption reserve made under section 59 of the predecessor Ordinance having a continuing effect under subsection (2)(b)
(4) Division 3 of Part 5 does not apply to a reduction of share capital referred to in subsection (1)
43 股份赎回回购
(1) 紧接废前效前身条例第4949A49B49BA49C49E49F49G49H49P49Q49R49S58168B条附表13(该等条文关市公司赎回购买身股份范围)继续批准适：紧接第5 部第4 分部生效日期#前根前身条例第49BA49E(2)49F(3)条属效批准
(2) 紧接废前效前身条例第4949S58条(该等条文关非市公司赎回购买身股份范围)继续批准适：紧接第5部第4分部生效日期#前根前身条例第49D49E(3)49F(2)条属效批准
(3) 第5部第4分部适公司根第(1)(2)款提述批准赎回购买身股份
43 Share redemptions and buybacks
(1) Sections 49 49A 49B 49BA 49C 49E 49F 49G 49H 49P 49Q 49R 49S 58 and 168B of and the Thirteenth Schedule to the predecessor Ordinance (so far as they relate to a redemption or purchase by a listed company of its own shares) as in force immediately before their repeal continue to apply in relation to an authorization that was in force under section 49BA 49E(2) or 49F(3) of the predecessor Ordinance immediately before the commencement date# of Division 4 of Part 5
(2) Sections 49 to 49S and 58 of the predecessor Ordinance (so far as they relate to a redemption or purchase by an unlisted company of its own shares) as in force immediately before their repeal continue to apply in relation to an authorization or approval that was in force under section 49D 49E(3) or 49F(2) of the predecessor Ordinance immediately before the commencement date# of Division 4 of Part 5
(3) Division 4 of Part 5 does not apply to a redemption or purchase by a company of its own shares under an authorization or approval referred to in subsection (1) or (2)
44 生效日期#前发行赎回股份
1991年9月1日前发行赎回优先股该日期日第234条生效日期#前发行赎回股份均条例赎回
44 Redeemable shares issued before commencement date#
Any redeemable preference shares issued before 1 September 1991 and any redeemable shares issued on or after that date but before the commencement date# of section 234 may be redeemed in accordance with this Ordinance
45 公司没赎回回购股份果
第271272条适1991年9月1日前发行赎回优先股
45 Effect of company’s failure to redeem or buy back
Sections 271 and 272 do not apply to any redeemable preference shares issued before 1 September 1991
46 非市公司购入身股份资助
(1) 紧接废前效前身条例第47A48条(该等条文关非市公司提供资助范围)继续非市公司提供资助适前提前身条例第47E(6)条指董事陈述书第5部第5分部生效日期#前作出
(2) 第5部第5分部适第(1)款提述提供资助
46 Financial assistance by unlisted company for acquisition of its own shares
(1) Sections 47A to 48 of the predecessor Ordinance (so far as they relate to the giving of financial assistance by an unlisted company) as in force immediately before their repeal continue to apply to the giving of financial assistance by an unlisted company if the directors’ statement under section 47E(6) of the predecessor Ordinance was made before the commencement date# of Division 5 of Part 5
(2) Division 5 of Part 5 does not apply to the giving of financial assistance referred to in subsection (1)
47 指明报章
政务司司长根第203(2)条宪报刊登中文报章英文报章名单前根前身条例第71A(3)(a)条刊登份报章名单指明中文报章英文报章第5部言须视指明中文报章指明英文报章(视属情况定)
47 Specified newspapers
Until the Chief Secretary for Administration publishes a list of Chinese language newspapers and English language newspapers in the Gazette under section 203(2) a Chinese language newspaper or an English language newspaper specified in the list of newspapers last published under section 71A(3)(a) of the predecessor Ordinance is taken to be a specified Chinese language newspaper or a specified English language newspaper (as the case may be) for the purposes of Part 5
第6部
Part 6
第6部作渡性安排保留安排
Transitional and Saving Arrangements for Part 6
48 某分派前身条例作保留
(1) 第(2)款规限紧接废前效前身条例第IIA部继续适第295(2)条指明分派第6部适该项分派
(2) 述第IIA部适犹 ——
(a) 前身条例第79A(1)条分发定义中(b)段已加入 ——
(ca) 公司条例(第622章)第5部第4分部资(包括发行新股份收益)未实现利润中拨款赎回回购该公司股份
(cb) 公司根公司条例(第622章)第283284285条成员提供资助
(b) 前身条例第79J(2)条中(a)段已加入 ——
(ba) 符合说明资助 ——
(i) 公司违反公司条例(第622章)第5部第5分部情况予
(ii) 予该资助会减少公司净资产增加公司净债务
(c) 前身条例第79M(2)条中 ——
(i) (a)段中已删
(ii) (a)段已加入 ——
(ba) 公司违反公司条例(第622章)第275条情况予资助
48 Saving of predecessor Ordinance for certain distribution
(1) Subject to subsection (2) Part IIA of the predecessor Ordinance as in force immediately before its repeal continues to apply to a distribution specified in section 295(2) to which Part 6 does not apply
(2) That Part IIA applies as if—
(a) in section 79A(1) of the predecessor Ordinance in the definition of distribution the following had been added after paragraph (b)—
(ca) the redemption or buyback of any shares in the company out of capital (including the proceeds of any fresh issue of shares) or out of unrealized profits in accordance with Division 4 of Part 5 of the Companies Ordinance (Cap 622)
(cb) financial assistance given by the company to a member under section 283 284 or 285 of the Companies Ordinance (Cap 622)
(b) in section 79J(2) of the predecessor Ordinance the following had been added after paragraph (a)—
(ba) financial assistance—
(i) that is given by the company in contravention of Division 5 of Part 5 of the Companies Ordinance (Cap 622) and
(ii) the giving of which reduces the company’s net assets or increases its net liabilities and
(c) in section 79M(2) of the predecessor Ordinance—
(i) in paragraph (a) the word or had been deleted and
(ii) the following had been added after paragraph (a)—
(ba) financial assistance given by a company in contravention of section 275 of the Companies Ordinance (Cap 622)
49 章程细中某较旧条文保留条文
紧接1991年9月1日前公司章程细条文批准公司运未实现利润支付未发行股份全部部分股款该股份作全部部分缴付股款红股配发予成员该条文继续(章程细修改外)作该日期运该利润权限
49 Saving for certain older provisions in articles
If immediately before 1 September 1991 a company was authorized by a provision of its articles to apply its unrealized profits in paying up in full or in part unissued shares to be allotted to the members as fully or partly paid bonus shares that provision continues (subject to any alteration of the articles) as authority for those profits to be so applied after that date
第7部
Part 7
第7部作渡性安排保留安排
Transitional and Saving Arrangements for Part 7
50 债权证持登记册
第308条生效日期#日根前身条例第74A条备存债权证持登记册须视根第308条备存债权证持登记册
50 Register of debenture holders
On and after the commencement date# of section 308 a register of holders of debentures kept under section 74A of the predecessor Ordinance is to be regarded as a register of debenture holders kept under section 308
51 备存债权证持登记册方通知处长
紧接废前效前身条例第74A(4)条继续责适：第309条生效日期#前产生根前身条例第74A(3)条通知送交处长责
51 Notifying Registrar of place where register of debenture holders is kept
Section 74A(4) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an obligation to send notice to the Registrar that arose before the commencement date# of section 309 under section 74A(3) of the predecessor Ordinance
52 查阅债权证持登记册权利
紧接废前效前身条例第75(1)(4)(5)(6)348C(3)条继续求适：公司第310条生效日期#前收关查阅债权证持登记册求
52 Right to inspect register of debenture holders
Sections 75(1) (4) (5) and (6) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 310 for inspecting a register of debenture holders
53 获提供债权证持登记册文权利
紧接废前效前身条例第75(2)(4)(5)348C(3)条继续求适：公司第310条生效日期#前收关获提供债权证持登记册(部分)文求
53 Right to obtain copy of register of debenture holders
Sections 75(2) (4) and (5) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 310 for a copy of a register of debenture holders (or any part of it)
54 提供信讬契文件求
紧接废前效前身条例第75(3)(4)(5)条继续求适：公司第310条生效日期#前收关获提供保证债权证发行信讬契文件文求
54 Request for copy of trust deed or other document
Section 75(3) (4) and (5) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a request received by the company before the commencement date# of section 310 for a copy of any trust deed or any other document securing any issue of debentures
55 公司闭封债权证持登记册
第311条生效日期#前已前身条例第99(1)条目发出通知紧接废前效前身条例第99条继续闭封债权证持登记册事适
55 Company to close register of debenture holders
Section 99 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a closure of a register of debenture holders if the notice for the purposes of section 99(1) of the predecessor Ordinance was given before the commencement date# of section 311
56 配发申报书
第316条适该条生效日期#日配发债权证债权股证
56 Return of allotment
Section 316 applies to debentures or debenture stock allotted on or after the commencement date# of that section
57 配发登记
第317条适该条生效日期#日配发债权证债权股证
57 Registration of allotment
Section 317 applies to debentures or debenture stock allotted on or after the commencement date# of that section
58 配发发出债权证债权股证证明书
紧接废前效前身条例第70条(该条关债权证债权股证配发范围)继续第318319条生效日期#前配发债权证债权股证适
58 Issue of debenture or certificate for debenture stock on allotment
Section 70 of the predecessor Ordinance (so far as it relates to an allotment of debentures or debenture stock) as in force immediately before its repeal continues to apply in relation to debentures or debenture stock allotted before the commencement date# of sections 318 and 319
59 登记转拒绝登记
紧接废前效前身条例第69条(该条关债权证债权股证转范围)继续第321条生效日期#前提交债权证债权股证转书适
59 Registration of transfer or refusal of registration
Section 69 of the predecessor Ordinance (so far as it relates to a transfer of debentures or debenture stock) as in force immediately before its repeal continues to apply in relation to a transfer of debentures or debenture stock lodged before the commencement date# of section 321
60 转发出债权证债权股证证明书
紧接废前效前身条例第70条(该条关债权证债权股证转范围)继续第323324条生效日期#前提交债权证债权股证转书适
60 Issue of debenture or certificate for debenture stock on transfer
Section 70 of the predecessor Ordinance (so far as it relates to a transfer of debentures or debenture stock) as in force immediately before its repeal continues to apply in relation to a transfer of debentures or debenture stock lodged before the commencement date# of sections 323 and 324
61 债权证持会议
紧接废前效前身条例第75A113114B114C114D(2)114E条继续事宜适：第331条生效日期#前提出关举行债权证持会议请求关债权证持会议
61 Meeting of debenture holders
Sections 75A 113 114B 114C 114D(2) and 114E of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a requisition made before the commencement date# of section 331 for a meeting of debenture holders and to any relevant meeting of debenture holders
第8部
Part 8
第8部作渡性安排保留安排
Transitional and Saving Arrangements for Part 8
62 释义
(1) 部中交付登记份关某项押记文书副核证真实副属核证副 ——
(a) ——
(i) 交付该副登记公司根前身条例第XI部注册非香港公司董事公司秘书
(ii) 该公司非香港公司目授权
(b) ——
(i) 拥该项押记权益
(ii) ——
(A) 拥权益然该拥权益目授权
(B) 拥权益法团体该拥权益目授权该拥权益董事公司秘书
(2) 部中提述根前身条例第XI部注册非香港公司已押记财产提述 ——
(a) 该公司香港境受该公司设定押记规限财产包括设立该项押记时香港境财产
(b) 该公司香港境财产该公司取该财产时该财产已受某项押记规限该公司取该财产时该财产香港境包括该财产
62 Interpretation
(1) In this Part a copy of an instrument in relation to a charge delivered for registration is a certified copy if it is certified as a true copy—
(a) by—
(i) a director or company secretary of the company or of the nonHong Kong company registered under Part XI of the predecessor Ordinance delivering the copy for registration or
(ii) a person authorized by that company or nonHong Kong company for the purpose or
(b) by—
(i) any other person interested in the charge or
(ii) in the case of—
(A) an interested person who is a natural person a person authorized by the interested person for the purpose or
(B) an interested person that is a body corporate a person authorized by the interested person for the purpose or a director or company secretary of the interested person
(2) In this Part a reference to the charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance is a reference to—
(a) the property in Hong Kong of the company and subject to a charge created by the company except property that was not in Hong Kong when the charge was created or
(b) the property in Hong Kong of the company and subject to a charge that subsisted when the property was acquired by the company except property that was not in Hong Kong when it was so acquired
63 公司设立押记
(1) 某项押记符合说明条适该项押记 ——
(a) 前身条例第80条废前公司设立该项押记
(b) 该条规定该项押记须予登记
(2) 符合第(4)款规定紧接废前效前身条例第8081条继续述押记适
(3) 符合附表第68条规定紧接废前效前身条例第83(2)条继续述押记适
(4) 第8部第2分部生效日期#8星期期间终结起 ——
(a) 述第80条关押记适犹 ——
(i) 该条第(1)款中非该项押记详情(该等详情须包括第(1A)款指明详情须指明格式述明)设定证明该项押记关文书(话)字句已非关该项押记详情陈述(格式须公司条例(第622章)第335(1)条目指明格式相)连设立该项押记证明该项押记设立文书(话)核证副取代
(ii) 该条第(1A)款已删
(iii) 该条第(3)款中设定证明该项押记文书副(副订明方式核实)交付处长处长接获条言该份文书交付处长处长接获般效外字句已删
(iv) 该条第(3)款中该项押记详情文书副字句已关该项押记详情陈述关文书核证副取代
(v) 该条第(3)款中该等详情文书副字句已该文书核证副 取代
(vi) 该条第(4)款中文书字句已文书核证副取代
(vii) 该条第(7)款中书前字句已(该项押记藉提述某文书予)该文书签立(没该文书)该债权证系列首份债权证签立5星期关该项押记详情陈述(格式须公司条例(第622章)第335(2)条目指明格式相)连该文书核证副(没该文书)该系列份债权证核证副交付处长处长接获条言属足够︰取代
(viii) 该条第(7)款书中次发行日期款额等详情字句已关次发行债权证详情陈述(格式须公司条例(第622章)第341(2)条目指明格式相)取代
(ix) 该条第(8)款中详情须包括支付予佣金额佣金率折扣额折扣率津贴额津贴率详情字句已陈述须附关该佣金津贴折扣详情陈述(格式须公司条例(第622章)第342(2)条目指明格式相)取代
(b) 述第81条关押记适犹 ——
(i) 该条第(1)款中设定项押记详情系列债权证次发行详情(该等详情根第80条规定予登记)字句已根第80(1)(7)(8)条规定陈述某份文书债权证核证副述两者取代
(ii) 该条第(1)款中等押记字句已等陈述核证副(视属情况定)取代
(iii) 该条第(3)款中设定押记详情系列债权证次发行详情(须前述规定予登记)字句已根第(1)款须送交处长登记陈述核证副取代
63 Charge created by company
(1) This section applies to a charge if—
(a) before section 80 of the predecessor Ordinance was repealed a company created the charge and
(b) the charge was required by that section to be registered
(2) Subject to subsection (4) sections 80 and 81 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the charge
(3) Subject to section 68 of this Schedule section 83(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the charge
(4) On the expiry of the period of 8 weeks after the commencement date# of Division 2 of Part 8—
(a) that section 80 applies in relation to the charge as if—
(i) in subsection (1) of that section the words the particulars of the charge (which must include those specified in subsection (1A) and be in the specified form) together with the instrument if any by which the charge is created or evidenced had been substituted by the words a statement of the particulars of the charge (in the same form as that specified for the purposes of section 335(1) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument (if any) creating or evidencing the charge
(ii) subsection (1A) of that section had been deleted
(iii) in subsection (3) of that section the words the delivery to and the receipt by the Registrar of a copy verified in the prescribed manner of the instrument by which the charge is created or evidenced shall have the same effect for the purposes of this section as the delivery and receipt of the instrument itself and had been deleted
(iv) in subsection (3) of that section the words the instrument or copy had been substituted by the words a certified copy of the instrument
(v) in subsection (3) of that section the words the particulars and instrument or copy had been substituted by the words the statement and a certified copy of the instrument
(vi) in subsection (4) of that section the words the instrument had been substituted by the words a certified copy of the instrument
(vii) in subsection (7) of that section the words after 5 weeks after the execution of the and before the proviso had been substituted by the words instrument by reference to which the charge is given or if there is no such instrument after the execution of the first debenture of the series a statement of the particulars of the charge (in the same form as that specified for the purposes of section 335(2) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument by reference to which the charge is given or if there is no such instrument any one debenture of the series
(viii) in subsection (7) of that section in the proviso the words particulars of the date and amount of each issue had been substituted by the words a statement of the particulars of every issue (in the same form as that specified for the purposes of section 341(2) of the Companies Ordinance (Cap 622)) and
(ix) in subsection (8) of that section the words the particulars required to be sent for registration under this section shall include particulars as to the amount or rate per cent of the commission discount or allowance so paid or made had been substituted by the words a statement required to be sent for registration under this section must be accompanied by a statement of the particulars of the commission allowance or discount (in the same form as that specified for the purposes of section 342(2) of the Companies Ordinance (Cap 622)) and
(b) that section 81 applies in relation to the charge as if—
(i) in subsection (1) of that section the words the particulars of every charge created by the company and of the issues of debentures of a series requiring registration under section 80 had been substituted by the words the statement or a certified copy of the instrument or debenture or both as required under section 80(1) (7) or (8)
(ii) in subsection (1) of that section the words any such charge had been substituted by the words any such statement or certified copy (as the case may be) and
(iii) in subsection (3) of that section the words the particulars of any charge created by the company or of the issues of debentures of a series requiring registration as aforesaid had been substituted by the words the statement or certified copy that the company is required under subsection (1) to do so
64 非香港公司设立押记
(1) 某项押记符合说明条适该项押记 ——
(a) 前身条例第80条废前根前身条例第XI部注册非香港公司已设立该项押记
(b) 前身条例第91条引伸适该第80条规定该项押记须予登记
(2) 符合第(4)款规定紧接废前效前身条例第8081条继续效前身条例第91条述押记适
(3) 符合附表第68条规定紧接废前效前身条例第83(2)条继续效前身条例第91条述押记适
(4) 第8部第2分部生效日期#8 星期期间终结起 ——
(a) 述第80条关押记适犹 ——
(i) 该条第(1)款中非该项押记详情(该等详情须包括第(1A)款指明详情须指明格式述明)设定证明该项押记关文书( 话)字句已非关该项押记详情陈述(格式须公司条例(第622章)第336(1)条目指明格式相)连设立该项押记证明该项押记设立文书(话)核证副取代
(ii) 该条第(1A)款已删
(iii) 该条第(7)款中书前字句已(该项押记藉提述某文书予)该文书签立( 没该文书)该债权证系列首份债权证签立5星期关该项押记详情陈述(格式须公司条例(第622章)第336(2)条目指明格式相)连该文书核证副(没该文书)该系列份债权证核证副交付处长处长接获条言属足够︰ 取代
(iv) 该条第(7)款书中次发行日期款额等详情字句已关次发行债权证详情陈述(格式须公司条例(第622章)第341(2)条目指明格式相)取代
(v) 该条第(8)款中详情须包括支付予佣金额佣金率折扣额折扣率津贴额津贴率详情字句已陈述须附关该佣金津贴折扣详情陈述(格式须公司条例(第622章)第342(2)条目指明格式相)取代
(b) 述第81条关押记适犹 ——
(i) 该条第(1)款中设定项押记详情系列债权证次发行详情(该等详情根第80条规定予登记)字句已根第80(1)(7)(8)条规定陈述某份文书债权证核证副述两者取代
(ii) 该条第(1)款中等押记 字句已等陈述核证副( 视属情况定)取代
(iii) 该条第(3)款中设定押记详情系列债权证次发行详情(须前述规定予登记)字句已根第(1)款须送交处长登记陈述核证副取代
64 Charge created by nonHong Kong company
(1) This section applies to a charge if—
(a) before section 80 of the predecessor Ordinance was repealed a nonHong Kong company registered under Part XI of the predecessor Ordinance created the charge and
(b) the charge was required by that section as extended by section 91 of the predecessor Ordinance to be registered
(2) Subject to subsection (4) sections 80 and 81 of the predecessor Ordinance as in force immediately before their repeal continue to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the charge
(3) Subject to section 68 of this Schedule section 83(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the charge
(4) On the expiry of the period of 8 weeks after the commencement date# of Division 2 of Part 8—
(a) that section 80 applies in relation to the charge as if—
(i) in subsection (1) of that section the words the particulars of the charge (which must include those specified in subsection (1A) and be in the specified form) together with the instrument if any by which the charge is created or evidenced had been substituted by the words a statement of the particulars of the charge (in the same form as that specified for the purposes of section 336(1) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument (if any) creating or evidencing the charge
(ii) subsection (1A) of that section had been deleted
(iii) in subsection (7) of that section the words after 5 weeks after the execution of the and before the proviso had been substituted by the words instrument by reference to which the charge is given or if there is no such instrument after the execution of the first debenture of the series a statement of the particulars of the charge (in the same form as that specified for the purposes of section 336(2) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument by reference to which the charge is given or if there is no such instrument any one debenture of the series
(iv) in subsection (7) of that section in the proviso the words particulars of the date and amount of each issue had been substituted by the words a statement of the particulars of every issue (in the same form as that specified for the purposes of section 341(2) of the Companies Ordinance (Cap 622)) and
(v) in subsection (8) of that section the words the particulars required to be sent for registration under this section shall include particulars as to the amount or rate per cent of the commission discount or allowance so paid or made had been substituted by the words a statement required to be sent for registration under this section must be accompanied by a statement of the particulars of the commission allowance or discount (in the same form as that specified for the purposes of section 342(2) of the Companies Ordinance (Cap 622)) and
(b) that section 81 applies in relation to the charge as if—
(i) in subsection (1) of that section the words the particulars of every charge created by the company and of the issues of debentures of a series requiring registration under section 80 had been substituted by the words the statement or a certified copy of the instrument or debenture or both as required under section 80(1) (7) or (8)
(ii) in subsection (1) of that section the words any such charge had been substituted by the words any such statement or certified copy (as the case may be) and
(iii) in subsection (3) of that section the words the particulars of any charge created by the company or of the issues of debentures of a series requiring registration as aforesaid had been substituted by the words the statement or certified copy that the nonHong Kong company is required under subsection (1) to do so
65 公司取财产原押记
(1) 某项押记符合说明条适该项押记 ——
(a) 前身条例第82条废前公司取受该项押记规限财产
(b) 该条规定该项押记须予登记
(2) 符合第(4)款规定紧接废前效前身条例第82条继续述押记适
(3) 符合附表第68条规定紧接废前效前身条例第83(2)条继续述押记适
(4) 第8部第3分部生效日期#8星期期间终结起述第82条关押记适犹 ——
(a) 该条第(1)款中该项押记详情(该等详情须包括第80(1A)条指明详情须指明格式述明)连设定证明该项押记文书(话)副份(订明方式核证正确副)字句已关该项押记详情陈述(格式须公司条例(第622章)第338(2)条目指明格式相)连设立该项押记证明该项押记设立文书(话)核证副取代
(b) 该条第(1)款书中该项押记详情文书副字句已该陈述该文书核证副取代
(c) 该条第(1)款书中副字句已核证副取代
65 Charge existing on property acquired by company
(1) This section applies to a charge if—
(a) before section 82 of the predecessor Ordinance was repealed a company acquired any property subject to the charge and
(b) the charge was required by that section to be registered
(2) Subject to subsection (4) section 82 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the charge
(3) Subject to section 68 of this Schedule section 83(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the charge
(4) On the expiry of the period of 8 weeks after the commencement date# of Division 3 of Part 8 that section 82 applies in relation to the charge as if—
(a) in subsection (1) of that section the words the particulars of the charge (which must include those specified in section 80(1A) and be in the specified form) together with a copy (certified in the prescribed manner to be a correct copy) of the instrument if any by which the charge was created or is evidenced had been substituted by the words a statement of the particulars of the charge (in the same form as that specified for the purposes of section 338(2) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument (if any) creating or evidencing the charge
(b) in subsection (1) of that section in the proviso the words which the copy had been substituted by the words which the certified copy and
(c) in subsection (1) of that section in the proviso the words the particulars and the copy of the instrument had been substituted by the words the statement and certified copy
66 非香港公司取财产原押记
(1) 某项押记符合说明条适该项押记 ——
(a) 前身条例第82条废前根前身条例第XI部注册非香港公司取受该项押记规限财产
(b) 前身条例第91条引伸适该第82条规定该项押记须予登记
(2) 符合第(4)款规定紧接废前效前身条例第82条继续效前身条例第91条述押记适
(3) 符合附表第68条规定紧接废前效前身条例第83(2)条继续效前身条例第91条述押记适
(4) 第8部第3分部生效日期#8星期期间终结起述第82条关押记适犹该条第(1)款中该项押记详情(该等详情须包括第80(1A)条指明详情须指明格式述明)连设定证明该项押记文书(话) 副份(订明方式核证正确副)字句已关该项押记详情陈述(格式须公司条例(第622章)第339(3)条目指明格式相)连设立该项押记证明该项押记设立文书(话) 核证副取代
66 Charge existing on property acquired by nonHong Kong company
(1) This section applies to a charge if—
(a) before section 82 of the predecessor Ordinance was repealed a nonHong Kong company registered under Part XI of the predecessor Ordinance acquired any property subject to the charge and
(b) the charge was required by that section as extended by section 91 of the predecessor Ordinance to be registered
(2) Subject to subsection (4) section 82 of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the charge
(3) Subject to section 68 of this Schedule section 83(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the charge
(4) On the expiry of the period of 8 weeks after the commencement date# of Division 3 of Part 8 that section 82 applies in relation to the charge as if in subsection (1) of that section the words the particulars of the charge (which must include those specified in section 80(1A) and be in the specified form) together with a copy (certified in the prescribed manner to be a correct copy) of the instrument if any by which the charge was created or is evidenced had been substituted by the words a statement of the particulars of the charge (in the same form as that specified for the purposes of section 339(3) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument (if any) creating or evidencing the charge
67 非香港公司根前身条例第XI 部注册日期已财产设立押记
(1) 某项押记符合说明条适该项押记 ——
(a) 前身条例第91(5)条废前非香港公司根前身条例第XI部注册日期香港境受该项押记规限财产
(b) 该条规定该项押记须予登记
(2) 符合第(4)款规定紧接废前效前身条例第91(5)(6)条继续述押记适
(3) 符合附表第68条规定紧接废前效前身条例第83(2)条继续述押记适
(4) 第8部第3分部生效日期#8星期期间终结起述第91(5)条关押记适犹部提须该类押记登记详情(包括该押记藉设定获证明文书副)指明格式交付处长登记字句已字句取代 ——
文件交付处长登记 ——
(a) 两项文件中 ——
(i) 关该项押记详情陈述(格式须公司条例(第622章)第340(2)条目指明格式相)连设立该项押记证明该项押记设立文书(话)核证副
(ii) 关该项押记详情陈述(格式须公司条例(第622章)第340(3)条目指明格式相)连(该项押记藉提述某文书予)该文书核证副(没该文书)关债权证系列份债权证核证副
(b) (适话)符合根公司条例(第622章)附表11第64(4)(a)(iv)(v)条具持续效力第80(7)条书第80(8)条规定陈述
67 Charge existing on property on date of nonHong Kong company’s registration under Part XI of predecessor Ordinance
(1) This section applies to a charge if—
(a) before section 91(5) of the predecessor Ordinance was repealed a nonHong Kong company had on the date of its registration under Part XI of the predecessor Ordinance property in Hong Kong subject to the charge and
(b) the charge was required by that section to be registered
(2) Subject to subsection (4) section 91(5) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the charge
(3) Subject to section 68 of this Schedule section 83(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the charge
(4) On the expiry of the period of 8 weeks after the commencement date# of Division 3 of Part 8 that section 91(5) applies in relation to the charge as if the words for registration the particulars in the specified form (including any instrument or its copy by which the charge was created or is evidenced) that are mentioned in this Part as requiring registration in respect of a charge of that kind had been substituted by the words—
for registration—
(a) either or both of the following—
(i) a statement of the particulars of the charge (in the same form as that specified for the purposes of section 340(2) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument (if any) creating or evidencing the charge
(ii) a statement of the particulars of the charge (in the same form as that specified for the purposes of section 340(3) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument by reference to which the charge is given or if there is no such instrument any one debenture of the series and
(b) (if applicable) the statement as required under the proviso to section 80(7) or (8) having a continuing effect under section 64(4)(a)(iv) or (v) of Schedule 11 to the Companies Ordinance (Cap 622)
68 押记登记证明书
紧接废前效前身条例第83(2)条 ——
(a) 继续附表第6365条适押记适
(b) 继续效前身条例第91条附表第646667条适押记适
犹部字句已根公司条例(第622章)附表11具持续效力部取代
68 Certificates on registration of charge
Section 83(2) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to a charge to which section 63 or 65 of this Schedule applies and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to a charge to which section 64 66 or 67 of this Schedule applies
as if the words this Part (wherever appearing) had been substituted by the words this Part having a continuing effect under Schedule 11 to the Companies Ordinance (Cap 622)
69 关清偿解记项
紧接废前效前身条例第85条 ——
(a) 继续第8部第5分部生效日期#前公司承关押记享权利该第85条目提出申请适
(b) 继续效前身条例第91条该生效日期#前根前身条例第XI部注册非香港公司承关押记享权利该第85条目提出申请适
69 Entries of satisfaction and release
Section 85 of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an application made by a company the mortgagee or the person entitled to the charge before the commencement date# of Division 5 of Part 8 for the purposes of that section 85 and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an application made by a nonHong Kong company registered under Part XI of the predecessor Ordinance the mortgagee or the person entitled to the charge before that commencement date# for the purposes of that section 85
70 登记时限延展押记登记册更正
紧接废前效前身条例第86条 ——
(a) 继续第346347条生效日期#前公司利害关系该第86条目提出申请适
(b) 继续效前身条例第91条该生效日期#前根前身条例第XI部注册非香港公司利害关系该第86条目提出申请适
70 Extension of time for registration and rectification of register of charges
Section 86 of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an application made by a company or any person interested before the commencement date# of sections 346 and 347 for the purposes of that section 86 and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an application made by a nonHong Kong company registered under Part XI of the predecessor Ordinance or any person interested before that commencement date# for the purposes of that section 86
71 接理等委事通知处长
(1) 情况条适：前身条例第87条废前 ——
(a) 某公司财产根前身条例第XI部注册非香港公司已押记财产委接理该第87条第(1)款适该项委
(b) 某取委述接理命令
(c) 某承身分公司财产根前身条例第XI部注册非香港公司已押记财产行权
(d) 某公司财产根前身条例第XI部注册非香港公司已押记财产获委接理根该第87条第(1)款须该作出通知该停接理
(e) 某(c)段述根该第87条第(2)款须该作出通知该关财产
(f) 根该第87条第(1)(2)款作出通知详情更改
(2) 属第(1)(a)(b)款情况紧接废前效前身条例第87(1)(3)(6)(7)(8)条 ——
(a) 继续关公司财产作出委适
(b) 继续效前身条例第91条关根前身条例第XI部注册非香港公司已押记财产作出委适
(3) 属第(1)(c)款情况紧接废前效前身条例第87(2)(3)(6)(7)条 ——
(a) 继续公司财产行权事宜适
(b) 继续效前身条例第91条根前身条例第XI部注册非香港公司已押记财产行权事宜适
(4) 属第(1)(d)款情况紧接废前效前身条例第87(4)(6)(7)(8)条 ——
(a) 继续停公司财产接理事宜适
(b) 继续效前身条例第91条停根前身条例第XI部注册非香港公司已押记财产接理事宜适
(5) 属第(1)(e)款情况紧接废前效前身条例第87(4)(6)(7)条 ——
(a) 继续公司财产事宜适
(b) 继续效前身条例第91条根前身条例第XI部注册非香港公司已押记财产事宜适
(6) 属第(1)(f)款情况紧接废前效前身条例第87(5)(6)(7)(8)条 ——
(a) 继续详情更改适：委公司财产接理关连情况予详情某承身分该财产行权关连情况予详情
(b) 继续效前身条例第91条详情更改适：委根前身条例第XI部注册非香港公司已押记财产接理关连情况予详情某承身分该财产行权关连情况予详情
71 Notice to Registrar of appointment of receiver or manager etc
(1) This section applies if before section 87 of the predecessor Ordinance was repealed—
(a) a person made an appointment of a receiver or manager of the property of a company or the charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance to which subsection (1) of that section 87 applied
(b) a person obtained an order for the appointment of such a receiver or manager
(c) a person entered into possession of the property of a company or the charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance as mortgagee
(d) a person who was appointed as receiver or manager of the property of a company or the charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance and in respect of whom notice was required to be given under subsection (1) of that section 87 ceased to act as receiver or manager
(e) a person who is mentioned in paragraph (c) and in respect of whom notice was required to be given under subsection (2) of that section 87 went out of possession of the property or
(f) any change occurred in the particulars given in a notice under subsection (1) or (2) of that section 87
(2) In the case of subsection (1)(a) or (b) section 87(1) (3) (6) (7) and (8) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an appointment for a property of a company and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an appointment for a charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance
(3) In the case of subsection (1)(c) section 87(2) (3) (6) and (7) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an entry into possession of a property of a company and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an entry into possession of a charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance
(4) In the case of subsection (1)(d) section 87(4) (6) (7) and (8) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to the ceasing to act as receiver or manager of a property of a company and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the ceasing to act as receiver or manager of a charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance
(5) In the case of subsection (1)(e) section 87(4) (6) and (7) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to the going out of possession of a property of a company and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the going out of possession of a charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance
(6) In the case of subsection (1)(f) section 87(5) (6) (7) and (8) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to a change that occurred in the particulars given in connection with an appointment of a receiver or manager of or an entry into possession as mortgagee of a property of a company and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to a change that occurred in the particulars given in connection with an appointment of a receiver or manager of or an entry into possession as mortgagee of a charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance
72 押记登记册
第352条生效日期#日 ——
(a) 根前身条例第89条备存押记登记册须视根第352(1)条备存押记登记册
(b) 前身条例第91条根该条例第89条备存押记登记册须视根第353(1)条备存押记登记册
72 Register of charges
On and after the commencement date# of section 352—
(a) a register of charges kept under section 89 of the predecessor Ordinance is to be regarded as a register of charges kept under section 352(1) and
(b) a register of charges kept by virtue of section 91 of the predecessor Ordinance under section 89 of that Ordinance is to be regarded as a register of charges kept under section 353(1)
73 通知处长备存设定押记文书点
紧接废前效前身条例第88(4)条 ——
(a) 继续公司责适：第351条生效日期#前产生根前身条例第88(3)条处长送交通知书责
(b) 继续效前身条例第91条根前身条例第XI部注册非香港公司责适：该生效日期#前产生根前身条例第88(3)条处长送交通知书责
73 Notifying Registrar of place where copies of instruments creating charges are kept
Section 88(4) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an obligation of a company to send notice to the Registrar under section 88(3) of the predecessor Ordinance that arose before the commencement date# of section 351 and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an obligation of a nonHong Kong company registered under Part XI of the predecessor Ordinance to send notice to the Registrar under section 88(3) of the predecessor Ordinance that arose before that commencement date#
74 通知处长备存押记登记册点
紧接废前效前身条例第89(4)(5)条 ——
(a) 继续公司责适：第354条生效日期#前产生根前身条例第89(3)条处长送交通知书责
(b) 继续效前身条例第91条根前身条例第XI部注册非香港公司责适：该生效日期#前产生根前身条例第89(3)条处长送交通知书责
74 Notifying Registrar of place where register of charges is kept
Section 89(4) and (5) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an obligation of a company to send notice to the Registrar under section 89(3) of the predecessor Ordinance that arose before the commencement date# of section 354 and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an obligation of a nonHong Kong company registered under Part XI of the predecessor Ordinance to send notice to the Registrar under section 89(3) of the predecessor Ordinance that arose before that commencement date#
75 查阅设定押记文书文押记登记册权利
紧接废前效前身条例第90348C(3)条 ——
(a) 继续求适：公司第355条生效日期#前收关查阅押记登记册设定押记文书文求
(b) 继续效前身条例第91条求适：根前身条例第XI部注册非香港公司该生效日期#前收关查阅押记登记册设定押记文书文求
75 Right to inspect copies of instruments creating charges and register of charges
Sections 90 and 348C(3) of the predecessor Ordinance as in force immediately before their repeal—
(a) continue to apply in relation to a request received by a company before the commencement date# of section 355 for inspecting a register of charges or copies of instruments creating a charge and
(b) continue to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to a request received by a nonHong Kong company registered under Part XI of the predecessor Ordinance before that commencement date# for inspecting a register of charges or copies of instruments creating a charge
第9部
Part 9
第9部作渡性安排保留安排
Transitional and Saving Arrangements for Part 9
76 帐簿
紧接废前效前身条例第121348C条继续帐簿适：关第9部第4分部第2次分部生效日期#前开始该生效日期#日终结财政年度帐簿
76 Books of account
Sections 121 and 348C of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to books of account for a financial year beginning before the commencement date# of Subdivision 2 of Division 4 of Part 9 and ending on or after that commencement date#
77 财政年度相关事宜
紧接废前效前身条例第127141D条附表11继续财政年度适：第9部第3分部生效日期#前开始该生效日期#日终结财政年度
77 Financial year and related matters
Sections 127 and 141D of and the Eleventh Schedule to the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a financial year beginning before the commencement date# of Division 3 of Part 9 and ending on or after that commencement date#
78 帐目董事报告书
(1) 紧接废前效前身条例第122123124125126128129129A129B129C129D129G141C161 161A161B161BA161BB条附表10继续帐目适：关第9部第4分部第3次分部生效日期#前开始该生效日期#日终结财政年度帐目
(2) 第(1)款规定紧接废前效前身条例第122(1B)条继续关第9部第4分部第3次分部生效日期#前开始该生效日期#日终结财政年度帐目适犹该条(b)段已略
(3) 原讼法庭根第(2)款具持续效力前身条例第122(1B)条作出命令关会议提交帐目涵盖期间日须第369(1)(b)条指初始会计参日
(4) 紧接废前效前身条例第129D129E129F141C条继续董事报告书适：关第9部第4分部第4次分部生效日期#前开始该生效日期#日终结财政年度董事报告书
78 Accounts and directors’ report
(1) Sections 122 123 124 125 126 128 129 129A 129B 129C 129D 129G 141C 161 161A 161B 161BA and 161BB of and the Tenth Schedule to the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to accounts for a financial year beginning before the commencement date# of Subdivision 3 of Division 4 of Part 9 and ending on or after that commencement date#
(2) Despite subsection (1) section 122(1B) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to accounts for a financial year beginning before the commencement date# of Subdivision 3 of Division 4 of Part 9 and ending on or after that commencement date# as if paragraph (b) of that section were omitted
(3) If the Court makes an order under section 122(1B) of the predecessor Ordinance having a continuing effect under subsection (2) the accounts to be laid at the meeting concerned must be made up to the company’s primary accounting reference date under section 369(1)(b)
(4) Sections 129D 129E 129F and 141C of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a directors’ report for a financial year beginning before the commencement date# of Subdivision 4 of Division 4 of Part 9 and ending on or after that commencement date#
79 核数师委
(1) 紧接废前效前身条例第131(1)(2)(3)(4)(9)132140条继续委适：第9部第5分部第2次分部生效日期#前开始该生效日期#日终结财政年度作出核数师委
(2) 紧接废前效前身条例第131(8)条附表10第15段继续适：第9部第5分部第2次分部生效日期#前开始该生效日期#日终结财政年度获委核数师
79 Appointment of auditor
(1) Sections 131(1) (2) (3) (4) and (9) 132 and 140 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to an appointment of auditor for a financial year beginning before the commencement date# of Subdivision 2 of Division 5 of Part 9 and ending on or after that commencement date#
(2) Section 131(8) of and paragraph 15 of the Tenth Schedule to the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a person appointed as auditor for a financial year beginning before the commencement date# of Subdivision 2 of Division 5 of Part 9 and ending on or after that commencement date#
80 核数师报告书
(1) 紧接废前效前身条例第141(1)(2)(3)(4)(5)(6)161(8)161B(12)条继续财政年度适：第9部第5分部第3次分部生效日期#前开始该生效日期#日终结财政年度
(2) 紧接废前效前身条例第141(7)(8)条继续成员会适：第9部第5分部第4次分部生效日期#前已发出通知成员会
80 Auditor’s report
(1) Sections 141(1) (2) (3) (4) (5) and (6) 161(8) and 161B(12) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a financial year beginning before the commencement date# of Subdivision 3 of Division 5 of Part 9 and ending on or after that commencement date#
(2) Section 141(7) and (8) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a general meeting of which notice is given before the commencement date# of Subdivision 4 of Division 5 of Part 9
81 核数师免辞职
(1) 紧接废前效前身条例第131(6)(7)(10)132条继续免适：第9部第5分部第6次分部生效日期#前开始该生效日期#日终结财政年度获委核数师
(2) 紧接废前效前身条例第140A140B条继续辞职适：第9部第5分部第6次分部生效日期#前开始该生效日期#日终结财政年度获委核数师
81 Removal and resignation of auditor
(1) Sections 131(6) (7) and (10) and 132 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a removal of a person appointed as auditor for a financial year beginning before the commencement date# of Subdivision 6 of Division 5 of Part 9 and ending on or after that commencement date#
(2) Sections 140A and 140B of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a resignation of a person appointed as auditor for a financial year beginning before the commencement date# of Subdivision 6 of Division 5 of Part 9 and ending on or after that commencement date#
82 弥偿条文
紧接废前效前身条例第165条继续条文适：第9部第5分部第5次分部生效日期#前订立条文
82 Indemnity provision
Section 165 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a provision made before the commencement date# of Subdivision 5 of Division 5 of Part 9
83 财务摘报告
紧接废前效前身条例第141CA141CB141CC141CD141CE141CF条公司(市公司财务摘报告)规例(第32章附属法例M)继续财务摘报告适：关第9部第7分部生效日期#前开始该生效日期#日终结财政年度财务摘报告
83 Summary financial report
Sections 141CA 141CB 141CC 141CD 141CE and 141CF of the predecessor Ordinance and the Companies (Summary Financial Reports of Listed Companies) Regulation (Cap 32 sub leg M) as in force immediately before their repeal continue to apply in relation to a summary financial report for a financial year beginning before the commencement date# of Division 7 of Part 9 and ending on or after that commencement date#
84 发帐目作出修订等
紧接废前效前身条例第141E条公司(修订帐目报告)规例(第32章附属法例N)继续帐目适：关第449条生效日期#前开始该生效日期#日终结财政年度帐目
84 Voluntary revision of accounts etc
Section 141E of the predecessor Ordinance and the Companies (Revision of Accounts and Reports) Regulation (Cap 32 sub leg N) as in force immediately before their repeal continue to apply in relation to accounts for a financial year beginning before the commencement date# of section 449 and ending on or after that commencement date#
85 根前身条例第161BB(2)条备存登记册
第384条生效日期#日根前身条例第161BB(2)条备存登记册须视根第384条备存登记册
85 Register kept under section 161BB(2) of predecessor Ordinance
On and after the commencement date# of section 384 a register kept under section 161BB(2) of the predecessor Ordinance is to be regarded as a register kept under section 384
86 查阅根前身条例第161BB(2)条备存登记册权利
紧接废前效前身条例第161BB(5)(7)(8)348C(3)条继续求适：公司第386条生效日期#前收关查阅根前身条例第161BB(2)条备存登记册求
86 Right to inspect register kept under section 161BB(2) of predecessor Ordinance
Sections 161BB(5) (7) and (8) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 386 for inspecting a register kept under section 161BB(2) of the predecessor Ordinance
87 取根前身条例第161BB(2)条备存登记册文权利
紧接废前效前身条例第161BB(6)(7)(8)348C(3)条继续求适：公司第386条生效日期#前收关取根前身条例第161BB(2)条备存登记册文求
87 Right to obtain copy of register kept under section 161BB(2) of predecessor Ordinance
Sections 161BB(6) (7) and (8) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 386 for a copy of the register kept under section 161BB(2) of the predecessor Ordinance
第10部
Part 10
第10部作渡性安排保留安排
Transitional and Saving Arrangements for Part 10
88 公司首董事
紧接废前效前身条例第153(2)153A(2)条(视情况需定)根附表释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司适
88 First directors of companies
Section 153(2) or 153A(2) (as the case requires) of the predecessor Ordinance as in force immediately before its repeal applies in relation to a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
89 须少名然董事
(1) 第457条生效日期#日 ——
(a) 公司少名董事
(b) 该董事属然该公司董事( 话)没然
该日期#6月终结前第457(2)条适该公司
(2) 公司根附表释义通条例( 第1 章)第23条具持续效力前身条例条文组成注册公司该公司成立法团日期 ——
(a) 该公司少名董事
(b) 该董事属然该公司董事(话)没然
第457条生效日期#6月终结前第457(2)条适该公司
(3) 第457条生效日期#日公司根前身条例第344A条作活动公司第457(2)条该公司适
(4) 第(3)款述公司订立会计交易该会计交易日期起该款具效力
89 Requirement to have at least one director who is natural person
(1) If on the commencement date# of section 457—
(a) a company has at least one director but
(b) that director is not a natural person and none of the company’s other directors (if any) are natural persons
section 457(2) does not apply to the company until after the end of 6 months after that commencement date#
(2) If on the date of incorporation of a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)—
(a) the company has at least one director but
(b) that director is not a natural person and none of the company’s other directors (if any) are natural persons
section 457(2) does not apply to the company until after the end of 6 months after the commencement date# of section 457
(3) If on the commencement date# of section 457 a company is a company deemed to be a dormant company under section 344A of the predecessor Ordinance section 457(2) does not apply in relation to the company
(4) If the company mentioned in subsection (3) enters into an accounting transaction that subsection ceases to have effect on and after the date of the accounting transaction
90 董事作效性
紧接废前效前身条例第157条继续第461条生效日期#前作出作适
90 Validity of acts of director
Section 157 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to acts done before the commencement date# of section 461
91 董事罢免
关公司第463条生效日期#前接获关申述紧接废前效前身条例第157B(4)条继续适
91 Removal of director
Section 157B(4) of the predecessor Ordinance as in force immediately before its repeal continues to apply if the representations were received by the company before the commencement date# of section 463
92 董事法律责
紧接废前效前身条例第165条该条董事关范围继续紧接第468469470条生效日期#前该第165条适条文适
92 Directors’ liabilities
So far as it relates to directors section 165 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any provision to which it applied immediately before the commencement date# of sections 468 469 and 470
93 首公司秘书
紧接废前效前身条例第154(1AA)条根附表释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司适
93 First company secretaries
Section 154(1AA) of the predecessor Ordinance as in force immediately before its repeal applies in relation to a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
94 董事会议纪录
(1) 紧接废前效前身条例第119条继续适第481482条生效日期#前举行董事会议
(2) 第(1)款规定关会议纪录已前身条例第119(1)条记入簿册已该会议举行日期起备存该会议纪录少10年公司需备存该会议纪录
(3) 紧接废前效前身条例第153C条继续适第483条生效日期#前作出决定
(4) 第(3)款规定关纪录已前身条例第153C(3)条记入簿册已关决定作出日期起备存该纪录少10年公司需备存该纪录
94 Records of meetings of directors
(1) Section 119 of the predecessor Ordinance as in force immediately before its repeal continues to apply to meetings of directors held before the commencement date# of sections 481 and 482
(2) Despite subsection (1) a company is not required to keep the minutes that have been entered in a book in accordance with section 119(1) of the predecessor Ordinance if they have been kept for at least 10 years from the date of the meeting
(3) Section 153C of the predecessor Ordinance as in force immediately before its repeal continues to apply to decisions taken before the commencement date# of section 483
(4) Despite subsection (3) a company is not required to keep a record that has been entered into a book in accordance with section 153C(3) of the predecessor Ordinance if the record has been kept for at least 10 years from the date of the decision
第11部
Part 11
第11部作渡性安排保留安排
Transitional and Saving Arrangements for Part 11
95 董事作出贷款等
(1) 情况条适 ——
(a) 第11部第2分部生效日期#前公司订立前身条例第157HA(3)(a)条指明交易
(b) 该项交易前身条例第157HA(4)(b)条指明条件订立
(c) 该项条件该生效日期#前未获符合
(2) 关公司已第613条免周年成员会举行关指明条件继续适犹该条件订定 ——
(a) 该公司原须举行周年成员会日期日前需取该公司批准
(b) 取该项批准该项交易关连情况负法律责须该日期6月履行
95 Loans etc to directors or other persons
(1) This section applies if—
(a) before the commencement date# of Division 2 of Part 11 a company entered into a transaction specified in section 157HA(3)(a) of the predecessor Ordinance
(b) the transaction was entered into on the condition specified in section 157HA(4)(b) of the predecessor Ordinance and
(c) that condition has not been satisfied before that commencement date#
(2) If the company has dispensed with the holding of an annual general meeting in accordance with section 613 the specified condition continues to apply as if it provided—
(a) that the approval of the company is required on or before the last date on which the company would otherwise have been required to hold an annual general meeting and
(b) that any liability falling on any person in connection with the transaction must be discharged within 6 months after that date if that approval is not forthcoming
96 失职位退职
(1) 紧接废前效前身条例第163163A163B163C163D条继续事宜适：第11部第3分部生效日期#前发生该等条文指明失职位退职
(2) 条言情况失职位退职告发生 ——
(a) (属董事席位)关董事
(b) (属职位)关担该职位
96 Loss of office or retirement
(1) Sections 163 163A 163B 163C and 163D of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a loss of office or retirement specified in those sections that occurred before the commencement date# of Division 3 of Part 11
(2) For the purposes of this section a loss of office or retirement occurred—
(a) in the case of a directorship when the person ceased to be a director or
(b) in the case of any other office when the person ceased to hold the office
97 兼具董事身分唯成员订立合约
紧接废前效前身条例第162B条继续合约适：该条指明第545条生效日期#前订立合约
97 Contracts with sole member who is also director
Section 162B of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a contract specified in that section and entered into before the commencement date# of section 545
第12部
Part 12
第12部作渡性安排保留安排
Transitional and Saving Arrangements for Part 12
98 释义
(1) 附表第100101102104105106111条言关某会议通知日发出该通知须视该等日子中首日发出
(2) 附表第100101103107条言请求文日存放已足够令公司必须行事文存放首日须视该请求提出日期
98 Interpretation
(1) For the purposes of sections 100 101 102 104 105 106 and 111 of this Schedule if notice of a meeting is given over more than one day it is to be regarded as given on the first of those days
(2) For the purposes of sections 100 101 103 and 107 of this Schedule if copies of a requisition are deposited on more than one day the date on which the requisition is made is to be regarded as the first day on which the copies deposited are sufficient to require the company to act
99 书面决议
(1) 紧接废前效前身条例第116B(第(7)(8)(9)(10)款外)116BA116BB条继续决议适︰第12部第1分部第2次分部生效日期#前已关成员送交传阅决议
(2) 条中 ——
关成员 (relevant member)指符合说明成员：前身条例第116B(1)条规定需取签署
99 Written resolution
(1) Sections 116B (except subsections (7) (8) (9) and (10)) 116BA and 116BB of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to resolutions sent or circulated to any relevant member before the commencement date# of Subdivision 2 of Division 1 of Part 12
(2) In this section—
relevant member (关成员) means a member whose signature is required by section 116B(1) of the predecessor Ordinance
100 会议通决议
紧接废前效前身条例第116条继续符合说明决议(书面决议外)适 ——
(a) 关该决议通知第12部第1分部第3次分部生效日期#前发出
(b) 该决议建议符合说明会议通 ——
(i) 关该决议通知该日期#前发出
(ii) 该日期#前根前身条例第113条提出请求召开
100 Resolutions at meetings
Section 116 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to resolutions (other than written resolutions)—
(a) of which notice was given before the commencement date# of Subdivision 3 of Division 1 of Part 12 or
(b) that are proposed at a meeting—
(i) of which notice was given before that commencement date# or
(ii) that is convened in accordance with a requisition made before that commencement date# under section 113 of the predecessor Ordinance
101 召开会议
(1) 紧接废前效前身条例第113条继续第566567568条生效日期#前提出请求适
(2) 紧接废前效前身条例第114A(1)(b)条继续符合说明会议适︰关该会议通知第569条生效日期#前发出
101 Calling meetings
(1) Section 113 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to requisitions made before the commencement date# of sections 566 567 and 568
(2) Section 114A(1)(b) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a meeting of which notice was given before the commencement date# of section 569
102 关会议通知
(1) 紧接废前效前身条例第111(1)114114A116A141(7)155B条继续符合说明会议适︰关该会议通知第571574576577条生效日期#前发出
(2) 紧接废前效前身条例第116C条继续符合说明决议适：拟动议关决议通知第578条生效日期#前发出便须该动议予特通知
102 Notice of meetings
(1) Sections 111(1) 114 114A 116A 141(7) and 155B of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a meeting of which notice was given before the commencement date# of sections 571 574 576 and 577
(2) Section 116C of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to resolutions for which special notice is required if notice of the intention to move the resolution was given to the company before the commencement date# of section 578
103 成员陈述书
紧接废前效前身条例第115A条传阅关某周年成员会陈述书关范围该条继续请求适：第12部第1分部第6次分部生效日期#前根前身条例第115A(1)(b)条公司提出请求
103 Members’ statements
In so far as it relates to the circulation of any statement in relation to an annual general meeting section 115A of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to requisitions made to a company under section 115A(1)(b) of the predecessor Ordinance before the commencement date# of Subdivision 6 of Division 1 of Part 12
104 会议议事程序
紧接废前效前身条例第114A(1)(c)(d)114AA118条继续适符合说明会议︰关该会议通知第12部第1分部第7次分部生效日期#前发出
104 Procedure at meetings
Sections 114A(1)(c) and (d) 114AA and 118 of the predecessor Ordinance as in force immediately before their repeal continue to apply to meetings of which notice was given before the commencement date# of Subdivision 7 of Division 1 of Part 12
105 会议表决
紧接废前效前身条例第114A(1)(e)114D114E116(2)条继续适符合说明会议︰关该会议通知第12部第1分部第8次分部生效日期#前发出
105 Voting at meetings
Sections 114A(1)(e) 114D 114E and 116(2) of the predecessor Ordinance as in force immediately before their repeal continue to apply to meetings of which notice was given before the commencement date# of Subdivision 8 of Division 1 of Part 12
106 代表法团代表
紧接废前效前身条例第114C115条继续适符合说明会议︰关该会议通知第12部第1分部第9次分部生效日期#前发出
106 Proxies and corporate representatives
Sections 114C and 115 of the predecessor Ordinance as in force immediately before their repeal continue to apply to meetings of which notice was given before the commencement date# of Subdivision 9 of Division 1 of Part 12
107 周年成员会
(1) 请求前身条例第115A条废前根前身条例第115A(1)(a)条公司提出该项废影响该第115A条该请求适
(2) 根附表第78(1)条公司须前身条例第122条周年成员会提交帐目资产负债表 ——
(a) 该等帐目资产负债表须某周年成员会提交紧接废前效前身条例第111(1)(5)(6)条继续该会适
(b) 第610条周年成员会适
(3) 第(2)(a)款言前身条例第111(6)(a)条具效力犹第116B条通决议字句已书面决议取代
(4) 根前身条例第111(2)条提出申请第610条生效日期#前提出前身条例第111(2)(3)(4)(5)条废影响该第111(2)(3)(4)(5)条关公司施行
(5) 公司已违反前身条例第111(1)条该公司没成员根该条例第111(2)条提出申请第610(7)(8)(9)条该公司具效力 ——
(a) 犹第610(7)(9)条中第(1)(2)(3)(6)款字句已前身条例第111(1)条取代
(b) 犹第610(8)条中没条举行周年成员会财政年度字句已没前身条例第111(1)条举行周年成员会年度 取代
(6) 紧接废前效前身条例第115A条发出关某周年成员会决议通知关范围继续请求适：第615616条生效日期#前根前身条例第115A(1)(a)条公司提出请求
107 Annual general meetings
(1) The repeal of section 115A of the predecessor Ordinance does not affect its application in relation to a requisition under section 115A(1)(a) of the predecessor Ordinance made to a company before the repeal
(2) If a company is required under section 78(1) of this Schedule to lay at its annual general meeting an account or a balance sheet in accordance with section 122 of the predecessor Ordinance—
(a) section 111(1) (5) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an annual general meeting at which the account or balance sheet is to be laid and
(b) section 610 applies in relation to subsequent annual general meetings
(3) For the purposes of subsection (2)(a) section 111(6)(a) of the predecessor Ordinance has effect as if for the words a resolution or resolutions in accordance with section 116B there were substituted the words a written resolution or written resolutions
(4) The repeal of section 111(2) (3) (4) and (5) of the predecessor Ordinance does not affect its operation in relation to a company if an application under section 111(2) of the predecessor Ordinance was made before the commencement date# of section 610
(5) If a company has contravened section 111(1) of the predecessor Ordinance and no member of the company has made an application under section 111(2) of that Ordinance section 610(7) (8) and (9) has effect in relation to the company as if—
(a) for the words subsection (1) (2) (3) or (6) in section 610(7) and (9) there were substituted the words section 111(1) of the predecessor Ordinance and
(b) for the words the financial year in respect of which the company has failed to hold an annual general meeting in accordance with this section in section 610(8) there were substituted the words the year in respect of which the company has failed to hold an annual general meeting in accordance with section 111(1) of the predecessor Ordinance
(6) In so far as it relates to giving notice of a resolution in relation to an annual general meeting section 115A of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to requisitions made to a company under section 115A(1)(a) of the predecessor Ordinance before the commencement date# of sections 615 and 616
108 决议会议纪录
(1) 紧接废前效前身条例第116B(7)(8)(9)(10)116BC119119A120条继续第617621条生效日期#前通决议举行会议作出决定适
(2) 第(1)款规定记录某簿册纪录会议纪录已关决议会议决定(视属情况定)日期起计备存少10年公司需前身条例第116B(7)116BC(3)119(1)条备存该等纪录会议纪录
(3) 紧接废前效前身条例第117(1)(5)(7)条继续决议协议适：第622条(第(3)(5)款外)生效日期#前通没该日期前处长递交决议该日期前订立没该日期前处长递交协议
(4) 紧接废前效前身条例第117(2)(6)(7)条继续第622(3)条生效日期#前发出公司章程细适
(5) 关公司第622(5)条生效日期#前收关求紧接废前效前身条例第117(3)(6)(7)条继续适
108 Records of resolutions and meetings
(1) Sections 116B(7) (8) (9) and (10) 116BC 119 119A and 120 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to resolutions passed meetings held or decisions taken before the commencement date# of sections 617 to 621
(2) Despite subsection (1) a company is not required to keep a record or the minutes that have been entered into a book in accordance with section 116B(7) 116BC(3) or 119(1) of the predecessor Ordinance if the record or the minutes have been kept for at least 10 years from the date of the resolution meeting or decision as the case may be
(3) Section 117(1) (5) and (7) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to resolutions passed and agreements made but not forwarded to the Registrar before the commencement date# of section 622 (except subsections (3) and (5))
(4) Section 117(2) (6) and (7) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a company’s articles issued before the commencement date# of section 622(3)
(5) Section 117(3) (6) and (7) of the predecessor Ordinance as in force immediately before its repeal continues to apply if the request was received by the company before the commencement date# of section 622(5)
109 查阅决议会议纪录权利
紧接废前效前身条例第120(1)(3)(4)348C(3)条 ——
(a) 继续求适：公司第620条生效日期#前收关查阅载公司会议事程序纪录簿册求
(b) 继续效前身条例第116B(9)条求适：公司第620条生效日期#前收关查阅该条例第116B(7)条作出纪录求
(c) 继续效前身条例第116BC(4)条求适：公司第620条生效日期#前收关查阅该条例第116BC(3)条作出纪录求
109 Right to inspect records of resolutions and meetings
Sections 120(1) (3) and (4) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal—
(a) continue to apply in relation to a request received by the company before the commencement date# of section 620 for inspecting the books containing the minutes of proceedings of any general meeting of the company
(b) continue to apply by virtue of section 116B(9) of the predecessor Ordinance as so in force in relation to a request received by the company before the commencement date# of section 620 for inspecting the record made in accordance with section 116B(7) of that Ordinance and
(c) continue to apply by virtue of section 116BC(4) of the predecessor Ordinance as so in force in relation to a request received by the company before the commencement date# of section 620 for inspecting the record made in accordance with section 116BC(3) of that Ordinance
110 取决议会议纪录文权利
紧接废前效前身条例第120(2)(3)(4)348C(3)条 ——
(a) 继续求适：公司第620条生效日期#前收关获提供载该公司会议事程序纪录簿册文求
(b) 继续效前身条例第116B(9)条求适：公司第620条生效日期#前收关获提供该条例第116B(7)条作出纪录文求
(c) 继续效前身条例第116BC(4)条求适：公司第620条生效日期#前收关获提供该条例第116BC(3)条作出纪录文求
110 Right to obtain copy of records of resolutions and meetings
Sections 120(2) (3) and (4) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal—
(a) continue to apply in relation to a request received by the company before the commencement date# of section 620 for a copy of the books containing the minutes of proceedings of any general meeting of the company
(b) continue to apply by virtue of section 116B(9) of the predecessor Ordinance as so in force in relation to a request received by the company before the commencement date# of section 620 for a copy of the record made in accordance with section 116B(7) of that Ordinance and
(c) continue to apply by virtue of section 116BC(4) of the predecessor Ordinance as so in force in relation to a request received by the company before the commencement date# of section 620 for a copy of the record made in accordance with section 116BC(3) of that Ordinance
111 某类成员会议适范围
紧接废前效前身条例第63A(6)条继续符合说明会议适︰关该会议通知第12部第1分部第12次分部生效日期#前发出
111 Application to class meetings
Section 63A(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to meetings of which notice was given before the commencement date# of Subdivision 12 of Division 1 of Part 12
112 成员登记册
(1) 第627条生效日期#日根前身条例第95条备成员登记册须视根第627条该条目备存成员登记册
(2) 紧接废前效前身条例第98(1)(3)(4)348C(3)条继续求适︰关公司第631条生效日期#前收关查阅成员登记册成员姓名名称索引求
(3) 紧接废前效前身条例第98(2)(3)(4)348C(3)条继续求适︰关公司第631条生效日期#前收关获提供成员登记册(部分)文求
(4) 第632条生效日期#前已前身条例第99(1)条目发出通知紧接废前效前身条例第99条继续闭封成员登记册事适
(5) 紧接废前效前身条例第104条继续成员登记册适︰根该条例第103 条发出特许证备存成员登记册
112 Register of members
(1) On and after the commencement date# of section 627 a register of members kept under section 95 of the predecessor Ordinance is to be regarded as a register of members kept under and for the purposes of section 627
(2) Sections 98(1) (3) and (4) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 631 for inspecting a register of members or index of members’ names
(3) Sections 98(2) (3) and (4) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 631 for a copy of a register of members (or any part of it)
(4) Section 99 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a closure of a register of members if the notice for the purposes of section 99(1) of the predecessor Ordinance was given before the commencement date# of section 632
(5) Section 104 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a register of members kept under a licence issued under section 103 of that Ordinance
113 查阅董事秘书登记册
紧接废前效前身条例第158(7)(8)(9)348C(3)条继续求适︰关公司第642649条生效日期#前收关查阅董事秘书登记册求
113 Inspection of register of directors and secretaries
Sections 158(7) (8) and (9) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of sections 642 and 649 for inspecting a register of directors and secretaries
114 董事登记册
第641条生效日期#日公司根前身条例第158(1)条备存董事秘书登记册该公司董事备董事关范围须视根第641条该条目备存董事登记册
114 Register of directors
On and after the commencement date# of section 641 a register of directors and secretaries kept by a company under section 158(1) of the predecessor Ordinance in so far as it relates to the company’s directors or reserve directors is to be regarded as a register of directors kept under and for the purposes of section 641
115 须董事登记册中登记详情
(尚未实施)
(1) ——
(a) 原公司拟备首份周年申报表(该申报表采结算日期第643条生效日期日日期)前
(b) (该公司没拟备述申报表)该公司拟备该申报表原应采结算日期前
该公司需遵守条例中规定该公司董事登记册须载前身条例规定详情外详情条文
(2) 非关原公司根附表释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司否第(1)款董事备董事适︰该董事备董事详情第643条生效日期日方获首次登记(该董事备董事该日期前日获委)
(3) 某董事备董事已登记详情第643条生效日期日修改(关更改该日期前日发生)第(1)款该董事备董事适
(4) 第(1)(2)(3)款影响须载关公司周年申报表详情
(5) 属然原公司董事备董事言第643条生效日期日该公司注册办事处址须视该董事备董事通讯址
(6) 第(5)款施行导致产生第645条订处长交付通知责
115 Particulars to be registered in register of directors
(Not yet in operation)
(1) An existing company need not comply with any provision of this Ordinance requiring the company’s register of directors to contain particulars additional to those required by the predecessor Ordinance until—
(a) the date to which the company makes up its first annual return made up to a date on or after the commencement date of section 643 or
(b) if the company fails to do so the last date to which the company should have made up that return
(2) Unless the existing company is a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) subsection (1) does not apply in relation to a director or reserve director of whom particulars are first registered on or after the commencement date of section 643 (whether the director or reserve director was appointed before on or after that date)
(3) Subsection (1) ceases to apply in relation to a director or reserve director whose registered particulars fall to be altered on or after the commencement date of section 643 (whether the change occurred before on or after that date)
(4) Subsections (1) (2) and (3) do not affect the particulars required to be included in the company’s annual return
(5) In the case of a director or reserve director of an existing company who is a natural person the address of the company’s registered office is to be regarded on and after the commencement date of section 643 as the correspondence address of the director or reserve director
(6) The operation of subsection (5) does not give rise to any duty to deliver a notice to the Registrar under section 645
116 关须登记详情补充条文
(1) 第643条生效日期日原公司须董事登记册删关幕董事记项︰根前身条例第158(10)(a)条作该公司董事幕董事
(2) 原公司已前身条例第158条该公司幕董事处长送交份知会第645条犹关幕董事第643条生效日期日担董事情况适
(3) 第643条生效日期日原公司董事登记册删前身条例规定非条例规定详情举导致产生第645条订处长交付通知责
(4) 紧接废前效前身条例第158条继续第643条生效日期前发生更改适
116 Supplementary provisions relating to particulars to be registered
(1) On the commencement date of section 643 an existing company must remove from its register of directors any entry relating to a shadow director who is deemed to be a director of the company under section 158(10)(a) of the predecessor Ordinance
(2) If in accordance with section 158 of the predecessor Ordinance an existing company has sent to the Registrar a notification in relation to a shadow director of the company section 645 applies as if the shadow director had ceased to be a director on the commencement date of section 643
(3) The removal by an existing company from its register of directors on or after the commencement date of section 643 of particulars required by the predecessor Ordinance but not required by this Ordinance does not give rise to any duty to deliver a notice to the Registrar under section 645
(4) Section 158 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a change occurring before the commencement date of section 643
117 公司秘书登记册
第648条生效日期#日公司根前身条例第158(1)条备存董事秘书登记册该公司公司秘书联名公司秘书关范围须视根第648条该条目备存公司秘书登记册
117 Register of company secretaries
On and after the commencement date# of section 648 a register of directors and secretaries kept by a company under section 158(1) of the predecessor Ordinance in so far as it relates to the company secretary or joint company secretaries of the company is to be regarded as a register of company secretaries kept under and for the purposes of section 648
118 须公司秘书登记册中登记详情
(1) ——
(a) 原公司拟备首份周年申报表(该申报表采结算日期第650条生效日期#日日期)前
(b) (该公司没拟备述申报表)该公司拟备该申报表原应采结算日期前
该公司需遵守条例中规定该公司公司秘书登记册须载前身条例规定详情外详情条文
(2) 非关原公司根附表释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司否第(1)款公司秘书适︰该公司秘书详情第650条生效日期#日方获首次登记(该公司秘书该日期前日获委)
(3) 某公司秘书已登记详情第650条生效日期#日修改( 关更改该日期前日发生)第(1)款该公司秘书适
(4) 第(1)(2)(3)款影响须载关公司周年申报表详情
(5) 属然原公司公司秘书言第650条生效日期#日该公司注册办事处址须视该公司秘书通讯址
(6) 第(5)款施行导致产生第652条订处长交付通知责
118 Particulars to be registered in register of company secretaries
(1) An existing company need not comply with any provision of this Ordinance requiring the company’s register of company secretaries to contain particulars additional to those required by the predecessor Ordinance until—
(a) the date to which the company makes up its first annual return made up to a date on or after the commencement date# of section 650 or
(b) if the company fails to do so the last date to which the company should have made up that return
(2) Unless the existing company is a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) subsection (1) does not apply in relation to a company secretary of whom particulars are first registered on or after the commencement date# of section 650 (whether the company secretary was appointed before on or after that date)
(3) Subsection (1) ceases to apply in relation to a company secretary whose registered particulars fall to be altered on or after the commencement date# of section 650 (whether the change occurred before on or after that date)
(4) Subsections (1) (2) and (3) do not affect the particulars required to be included in the company’s annual return
(5) In the case of a company secretary of an existing company who is a natural person the address of the company’s registered office is to be regarded on and after the commencement date# of section 650 as the correspondence address of the company secretary
(6) The operation of subsection (5) does not give rise to any duty to deliver a notice to the Registrar under section 652
119 关须登记详情补充条文
(1) 第650条生效日期#日原公司公司秘书登记册删前身条例规定非条例规定详情举导致产生第652条订处长交付通知责
(2) 紧接废前效前身条例第158条继续第650条生效日期#前发生更改适
119 Supplementary provisions relating to particulars to be registered
(1) The removal by an existing company from its register of company secretaries on or after the commencement date# of section 650 of particulars required by the predecessor Ordinance but not required by this Ordinance does not give rise to any duty to deliver a notice to the Registrar under section 652
(2) Section 158 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a change occurring before the commencement date# of section 650
120 公司注册办事处
紧接废前效前身条例第92条继续第658条生效日期#前出现更改适
120 Registered office of company
Section 92 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a change occurring before the commencement date# of section 658
121 周年申报表
(1) 非关公司间股私公司否该公司财政年度(前身条例第2(1)条界定者) 第662条生效日期#前开始该日期日终结 ——
(a) 紧接废前效前身条例第107109条继续该财政年度该公司适
(b) 第662条财政年度该公司适：该生效日期#日开始首财政年度财政年度
(2) 关公司间股私公司紧接废前效前身条例第107109条继续该公司周年申报表适︰结算日期第662条生效日期#前周年申报表
121 Annual return
(1) Except where the company is a private company having a share capital if the financial year (as defined in section 2(1) of the predecessor Ordinance) of the company begins before the commencement date# of section 662 and ends on or after that date—
(a) sections 107 and 109 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the company for that financial year and
(b) section 662 applies in relation to the company for the first financial year that begins on or after that commencement date# and all subsequent financial years
(2) If the company is a private company having a share capital sections 107 and 109 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the company’s annual returns made up to a date before the commencement date# of section 662
第13部
Part 13
第13部作渡性安排保留安排
Transitional and Saving Arrangements for Part 13
122 认许安排妥协保留前身条例等
(1) 第13部第2分部生效日期#前已前身条例第166(1)条目原讼法庭提出申请求某安排妥协召开会议紧接该生效日期#前效前身条例第166166A167条公司(清盘)规(第32章附属法例H)第117条继续该安排妥协适
(2) 紧接废前效公司(费百分率)令(第32章附属法例C)附表1第2(e)项继续申请适：根第(1)款具持续效力前身条例第166条提出申请
122 Saving of predecessor Ordinance etc for sanctioning arrangement or compromise
(1) Sections 166 166A and 167 of the predecessor Ordinance and rule 117 of the Companies (Windingup) Rules (Cap 32 sub leg H) as in force immediately before the commencement date# of Division 2 of Part 13 continue to apply in relation to an arrangement or compromise if before that commencement date# an application was made to the Court for the purposes of section 166(1) of the predecessor Ordinance for a meeting to be summoned in relation to the arrangement or compromise
(2) Item 2(e) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub leg C) as in force immediately before its repeal continues to apply in relation to an application made under section 166 of the predecessor Ordinance having a continuing effect under subsection (1)
123 收购约
紧接废前效前身条例第168(1)(2)(3)条附表9继续符合说明收购约适 ——
(a) 第13部第4分部生效日期#前作出
(b) 紧接该等条文废前该等条文该约适
123 Acquisition offer
Section 168(1) (2) and (3) of and the Ninth Schedule to the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to an acquisition offer—
(a) that was made before the commencement date# of Division 4 of Part 13 and
(b) in relation to which those provisions applied immediately before the repeal
第14部
Part 14
第14部作渡性安排保留安排
Transitional and Saving Arrangements for Part 14
124 公损害提出呈请
(1) 紧接2005年7月15日前效前身条例第168A条继续呈请适：2005年7月15日前寻求该第168A条指命令提出呈请
(2) 紧接废前效前身条例第168A 条继续呈请适：2005年7月15日第14部第2分部生效日期#前寻求该条指命令提出呈请
(3) 紧接第14部第2分部生效日期#前效公司(清盘)规(第32章附属法例H)继续呈请适：2005年7月15日该生效日期#前寻求前身条例第168A条指命令提出呈请
124 Petition in case of unfair prejudice
(1) Section 168A of the predecessor Ordinance as in force immediately before 15 July 2005 continues to apply in relation to a petition presented before 15 July 2005 for an order under that section 168A
(2) Section 168A of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a petition presented on or after 15 July 2005 but before the commencement date# of Division 2 of Part 14 for an order under that section
(3) The Companies (Windingup) Rules (Cap 32 sub leg H) as in force immediately before the commencement date# of Division 2 of Part 14 continue to apply in relation to a petition presented on or after 15 July 2005 but before that commencement date# for an order under section 168A of the predecessor Ordinance
125 申请强制令
紧接废前效前身条例第350B(1)(g)(h)条继续申请适：第14部第3分部生效日期#前该条目提出申请
125 Application for injunction
Section 350B(1)(g) and (h) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application made before the commencement date# of Division 3 of Part 14 for the purposes of that section
126 公司作行提出衍生诉讼等
紧接废前效前身条例第IVAA部继续事宜适 ——
(a) 第14 部第4 分部生效日期#前根紧接废前效前身条例第168BC条提起求批予提起介入法律程序许申请
(b) (已提起介入法律程序批予许)提起介入法律程序
126 Derivative action in case of misconduct against companies etc
Part IVAA of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to—
(a) an application made before the commencement date# of Division 4 of Part 14 for leave to bring or intervene in proceedings under section 168BC of the predecessor Ordinance as in force immediately before its repeal and
(b) if leave is granted to bring or intervene in proceedings the proceedings so brought or intervened in
127 查阅公司纪录申请
紧接废前效前身条例第152FA152FB152FC152FD152FE条继续事宜适 ——
(a) 第14部第5分部生效日期#前根紧接废前效前身条例第152FA条提出求作出查阅命令申请
(b) (已作出查阅命令)该项查阅
127 Application for inspection of company’s records
Sections 152FA 152FB 152FC 152FD and 152FE of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to—
(a) an application made before the commencement date# of Division 5 of Part 14 for an order for inspection under section 152FA of the predecessor Ordinance as in force immediately before its repeal and
(b) if an order for inspection is made the inspection
第15部
Part 15
第15部作渡性安排保留安排
Transitional and Saving Arrangements for Part 15
128 关卸弃根前身条例属政府财产
紧接废前效前身条例第290C290D条继续卸弃政府财产权利(动产外)权适：第15部第3分部生效日期#前根前身条例第292条属政府财产权利(动产外)
128 Disclaimer of property vested in Government under predecessor Ordinance
Sections 290C and 290D of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a disclaimer of the Government’s title to any property or right (other than immovable property) vested in the Government before the commencement date# of Division 3 of Part 15 under section 292 of the predecessor Ordinance
129 名
(1) 第15部第1分部第1次分部生效日期#前处长已根前身条例第291(1)条某公司送交封信件紧接废前效前身条例第291(2)(3)(6)条继续该公司名称登记册剔该公司解散事适
(2) 第15部第1分部第1次分部生效日期#前处长已根前身条例第291(5)条某公司宪报刊登公告紧接废前效前身条例第291(6)条继续该公司名称登记册剔该公司解散事适
(3) 第15部第1分部第2次分部生效日期#前处长已根前身条例第291(4)条某公司宪报刊登公告紧接废前效前身条例第291(6)条继续该公司名称登记册剔该公司解散事适
(4) 第15部第1分部第2次分部生效日期#前处长已前身条例第291A(1)条目提出申请紧接废前效前身条例第291A条继续关公司名称登记册剔该公司解散事适
(5) 第15部第2分部生效日期#前已根前身条例第291AA(1)条提出申请紧接废前效前身条例第291AA条继续撤销关公司注册该公司解散事适
129 Striking off
(1) Section 291(2) (3) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if before the commencement date# of Subdivision 1 of Division 1 of Part 15 the Registrar has sent a letter to the company under section 291(1) of the predecessor Ordinance
(2) Section 291(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if before the commencement date# of Subdivision 1 of Division 1 of Part 15 the Registrar has published in the Gazette a notice in relation to the company under section 291(5) of the predecessor Ordinance
(3) Section 291(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if before the commencement date# of Subdivision 2 of Division 1 of Part 15 the Registrar has published in the Gazette a notice in relation to the company under section 291(4) of the predecessor Ordinance
(4) Section 291A of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if before the commencement date# of Subdivision 2 of Division 1 of Part 15 the Registrar has made an application for the purposes of section 291A(1) of the predecessor Ordinance
(5) Section 291AA of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the deregistration of a company and to the dissolution of the company if before the commencement date# of Division 2 of Part 15 an application has been made under section 291AA(1) of the predecessor Ordinance
130 恢复列入登记册
(1) 紧接废前效前身条例第291(7)291A(2)条继续申请适：第15部第4分部第2次分部生效日期#前该条目提出申请
(2) 紧接废前效前身条例第291AB(2)(3)(4)(5)条继续申请适：第15部第4分部第2次分部生效日期#前紧接该条废前效前身条例第291AB(2)条目提出申请
130 Restoration
(1) Section 291(7) or 291A(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application made before the commencement date# of Subdivision 2 of Division 4 of Part 15 for the purposes of that section
(2) Section 291AB(2) (3) (4) and (5) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application made before the commencement date# of Subdivision 2 of Division 4 of Part 15 for the purposes of section 291AB(2) of the predecessor Ordinance as in force immediately before the repeal
131 财物
紧接废前效前身条例第292(2)条继续条文适：效释义通条例(第1章)第23条具持续效力前身条例第292(1)条
131 Bona vacantia
Section 292(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to section 292(1) of the predecessor Ordinance as so in force and having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
第16部
Part 16
第16部作渡性安排保留安排
Transitional and Saving Arrangements for Part 16
132 注册申请
(1) 紧接第16部第2分部生效日期#前根前身条例第333(1)条提出注册申请然决该申请须视根第776(2)条提出注册申请
(2) 紧接废前效前身条例附表8第III部(a)段继续第(1)款述申请适犹该段中提述第333AA(2)(c)条提述第777(4)(a)条样
(3) 紧接废前效前身条例附表8第III部(aa)段继续第(1)款述申请适犹该段中提述第333条提述第776条样
132 Application for registration
(1) If immediately before the commencement date# of Division 2 of Part 16 there was a pending application for registration under section 333(1) of the predecessor Ordinance the application is to be regarded as an application for registration made under section 776(2)
(2) Paragraph (a) of Part III of the Eighth Schedule to the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application mentioned in subsection (1) as if the reference to section 333AA(2)(c) in that paragraph were a reference to section 777(4)(a)
(3) Paragraph (aa) of Part III of the Eighth Schedule to the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application mentioned in subsection (1) as if the reference to section 333 in that paragraph were a reference to section 776
133 获授权代表登记详情
第16部第5分部生效日期#日非香港公司释义通条例(第1章)第23条具持续效力前身条例第335(1)(b)条目名获授权代表申报表交付处长登记紧接废前效前身条例第333A(2)条继续该公司适
133 Registered particulars of authorized representative
Section 333A(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a nonHong Kong company if on or after the commencement date# of Division 5 of Part 16 the company delivers to the Registrar for registration a return in respect of another authorized representative for the purposes of section 335(1)(b) of the predecessor Ordinance having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
134 登记申报表
(1) ——
(a) 第16部第3分部生效日期#前根前身条例第335(2)条申报表文件交付处长登记
(b) 该生效日期#开始时处长未收前身条例第335(2)(b)条述文件致没根前身条例第335(3)条该申报表登记发出新注册证明书
该申报表须视根第778条交付处长登记申报表
(2) 第16部第3分部生效日期#日根释义通条例(第1章)第23条具持续效力前身条例第335(2)条申报表文件交付处长登记该申报表须视根第778条交付处长登记申报表
(3) 紧接废前效前身条例附表8第III部(a)段继续第(1)款述申请适犹该段中提述第335(3)条提述第779(1)(b)条样
134 Registration of return
(1) If—
(a) before the commencement date# of Division 3 of Part 16 a return and other documents were delivered to the Registrar for registration under section 335(2) of the predecessor Ordinance and
(b) as at the beginning of that commencement date# the Registrar has not registered the return and issued a fresh certificate of registration under section 335(3) of the predecessor Ordinance because the Registrar has not received all the documents mentioned in section 335(2)(b) of the predecessor Ordinance
the return is to be regarded as a return delivered to the Registrar for registration under section 778
(2) If on or after the commencement date# of Division 3 of Part 16 a return and other documents are delivered to the Registrar for registration under section 335(2) of the predecessor Ordinance having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) the return is to be regarded as a return delivered to the Registrar for registration under section 778
(3) Paragraph (a) of Part III of the Eighth Schedule to the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application mentioned in subsection (1) as if the reference to section 335(3) in that paragraph were a reference to section 779(1)(b)
135 规法名称通知书
根紧接废前效前身条例第337B条送达通知书紧接第16部第4分部生效日期#前效继续效犹根第780条送达通知样具效力
135 Notice to regulate use of corporate names
A notice that was served under section 337B of the predecessor Ordinance as in force immediately before its repeal and that was in force immediately before the commencement date# of Division 4 of Part 16 continues in force and has effect as if it were a notice served under section 780
136 关香港设营业点通知
第16部第7分部生效日期#日非香港公司根释义通条例(第1章)第23条具持续效力前身条例第339(1)条处长送交份通知紧接废前效前身条例第339(2)条继续该通知该公司适
136 Notice of cessation of place of business in Hong Kong
If on or after the commencement date# of Division 7 of Part 16 a nonHong Kong company sends a notice to the Registrar under section 339(1) of the predecessor Ordinance having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) section 339(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the notice and the company
137 解散通知
第16部第7分部生效日期#日非香港公司代理根释义通条例(第1章)第23条具持续效力前身条例第339AA(1)条处长送交份通知文件紧接废前效前身条例第339AA(2)条继续该通知该文件该公司适
137 Notice of dissolution
If on or after the commencement date# of Division 7 of Part 16 an agent of a nonHong Kong company sends a notice and other documents to the Registrar under section 339AA(1) of the predecessor Ordinance having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) section 339AA(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the notice and documents and the company
138 名
(1) 第16部第8分部生效日期#前处长已根前身条例第291(1)条某非香港公司送交信件紧接废前效前身条例第291(2)(3)(6)条继续效前身条例第339A(2)条该公司名称登记册剔事适
(2) 第16部第8分部生效日期#前处长已根前身条例第291(5)条非香港公司宪报刊登公告紧接废前效前身条例第291(6)条继续效前身条例第339A(2)条该公司名称登记册剔事适
(3) 第16部第8分部生效日期#前处长已根前身条例第291(4)条非香港公司宪报刊登公告紧接废前效前身条例第291(6)条继续效前身条例第339A(2)条该公司名称登记册剔事适
138 Striking off
(1) Section 291(2) (3) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 339A(2) of the predecessor Ordinance as so in force in relation to the striking off the register of the name of a nonHong Kong company if before the commencement date# of Division 8 of Part 16 the Registrar has sent a letter to the company under section 291(1) of the predecessor Ordinance
(2) Section 291(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 339A(2) of the predecessor Ordinance as so in force in relation to the striking off the register of the name of a nonHong Kong company if before the commencement date# of Division 8 of Part 16 the Registrar has published in the Gazette a notice in relation to the company under section 291(5) of the predecessor Ordinance
(3) Section 291(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 339A(2) of the predecessor Ordinance as so in force in relation to the striking off the register of the name of a nonHong Kong company if before the commencement date# of Division 8 of Part 16 the Registrar has published in the Gazette a notice in relation to the company under section 291(4) of the predecessor Ordinance
139 恢复列入登记册
紧接废前效前身条例第291(7)条继续效前身条例第339A(2)条申请适：第16部第8分部生效日期#前紧接废前效该第291(7)条目提出申请
139 Restoration
Section 291(7) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 339A(2) of the predecessor Ordinance as so in force in relation to an application made before the commencement date# of Division 8 of Part 16 for the purposes of that section 291(7) as in force immediately before the repeal
140 先前发出证明书
(1) 条适符合说明证明书 ——
(a) 根条文发出 ——
(i) 2007年12月14日前时效前身条例第333(3)(5)条
(ii) 紧接废前效前身条例第333AA(2)(c)335(3)条
(b) 紧接第16部生效日期＠前属效
(2) 关证明书继续效犹根第777(4)(a)779(1)(b)条(视属情况定)发出证明书样具效力
140 Certificates previously issued
(1) This section applies to a certificate—
(a) that was issued under—
(i) section 333(3) or (5) of the predecessor Ordinance as in force from time to time before 14 December 2007 or
(ii) section 333AA(2)(c) or 335(3) of the predecessor Ordinance as in force immediately before its repeal and
(b) that was in force immediately before the commencement date＠ of Part 16
(2) The certificate continues in force and has effect as if it were a certificate issued under section 777(4)(a) or 779(1)(b) (as the case may be)
第17部
Part 17
第17部作渡性安排保留安排
Transitional and Saving Arrangements for Part 17
141 注册申请
(1) 紧接第17部生效日期#前根前身条例第310条注册提出申请然决该项申请须视作根第807条注册提出申请
(2) 第811条规定属情况申请须关注册处长缴付费 ——
(a) 关公司注册限公司
(b) 关公司注册限公司该公司注册前股东法律责受条例限
141 Application for registration
(1) If immediately before the commencement date# of Part 17 there was a pending application for registration under section 310 of the predecessor Ordinance the application is to be regarded as an application for registration made under section 807
(2) Despite section 811 the applicant is not required to pay any fee to the Registrar for the registration if—
(a) the company is not registered as a limited company or
(b) the company is registered as a limited company but the liability of the shareholders was limited by some other Ordinance before the registration
第18部
Part 18
第19部作渡性安排保留安排
Transitional and Saving Arrangements for Part 19
142 根前身条例第142143条委审查员进行调查
(1) 第19部第2分部生效日期#前 ——
(a) 财政司司长已根前身条例第142143条委审查员调查某公司事务
(b) 未该项调查发表报告
条适
(2) 紧接废前效前身条例第144145145A145B146146A150151152B152D152F(1)条继续述调查适
(3) 前身条例第145B条中提述第161条第161B条须分理解提述第161条公司条例(第622章)第383条 第161B条公司条例(第622章)第383条
(4) 前身条例第146(3)(a)(ii)条中提述根第305条份文件处长办事处拟备核证副指定费须理解提述财政司司长施行公司条例(第622章)第860(1)(b)条订明费
142 Investigation by inspectors appointed under section 142 or 143 of predecessor Ordinance
(1) This section applies if before the commencement date# of Division 2 of Part 19—
(a) an inspector was appointed under section 142 or 143 of the predecessor Ordinance by the Financial Secretary to investigate the affairs of a company and
(b) a final report on the investigation has not yet been published
(2) Sections 144 145 145A 145B 146 146A 150 151 152B 152D and 152F(1) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the investigation
(3) In section 145B of the predecessor Ordinance the reference to section 161 or section 161B is to be construed as a reference to section 161 or section 383 of the Companies Ordinance (Cap 622) or section 161B or section 383 of the Companies Ordinance (Cap 622) respectively
(4) In section 146(3)(a)(ii) of the predecessor Ordinance the reference to the fee appointed under section 305 for a certified copy of a document where the copy has been prepared in the office of the Registrar is to be construed as a reference to the fee prescribed by the Financial Secretary for the purposes of section 860(1)(b) of the Companies Ordinance (Cap 622)
143 根前身条例第142143条委审查员进行调查需费
第19部第2分部生效日期#前 ——
(a) 财政司司长已根前身条例第142143条委审查员调查某公司事务
(b) 进行该项调查需附带费未支付
该条例第148条继续该等费适
143 Expenses of investigation by inspectors appointed under section 142 or 143 of predecessor Ordinance
If before the commencement date# of Division 2 of Part 19—
(a) an inspector was appointed under section 142 or 143 of the predecessor Ordinance by the Financial Secretary to investigate the affairs of a company and
(b) the expenses of and incidental to the investigation has not yet been settled
section 148 of that Ordinance continues to apply in relation to those expenses
144 根前身条例第142143条委审查员作出报告取资料
(1) 紧接废前效前身条例第147(1)条继续事宜引致检控适 ——
(a) 根该条例第146条作出报告提供资料
(b) 根该条例第152B条取资料文件
(2) 紧接废前效前身条例第147(2)168A(1)168J(1)条继续事宜适 ——
(a) 根该条例第146条作出报告
(b) 根该条例第152B条取资料文件
(3) 紧接废前效前身条例第147(3)(4)条继续事宜适 ——
(a) 根该条例第146条作出报告提供资料
(b) 根该条例第152B条取资料文件
(4) 紧接废前效前身条例第149条继续根该条例第146(1)条作出报告适
(5) 紧接废前效前身条例第152C条继续根该条例第152B条取资料文件适
144 Report made and information obtained by inspectors appointed under section 142 or 143 of predecessor Ordinance
(1) Section 147(1) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any prosecution arising from—
(a) any report made or any information supplied under section 146 of that Ordinance or
(b) any information or document obtained under section 152B of that Ordinance
(2) Sections 147(2) 168A(1) and 168J(1) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to—
(a) any report made under section 146 of that Ordinance or
(b) any information or document obtained under section 152B of that Ordinance
(3) Section 147(3) and (4) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to—
(a) any report made or any information supplied under section 146 of that Ordinance or
(b) any information or document obtained under section 152B of that Ordinance
(4) Section 149 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any report made under section 146(1) of that Ordinance
(5) Section 152C of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any information or document obtained under section 152B of that Ordinance
145 根前身条例第152A条求出示簿册文
(1) 第19部第3分部生效日期#前财政司司长财政司司长授权根前身条例第152A(1)条求公司法团体出示簿册文条适
(2) 紧接废前效前身条例第152A(2)(3)(4)(5)(6)152B152C152D152E152F条继续关求适
(3) 紧接废前效前身条例第147(1)条继续根该条例第152A152B条取资料文件引致检控适
(4) 紧接废前效前身条例第147(2)(3)(4)168A(1)168J(1)条继续根该条例第152A152B条取资料文件适
145 Requirement for production of books or papers under section 152A of predecessor Ordinance
(1) This section applies if before the commencement date# of Division 3 of Part 19 the Financial Secretary or a person authorized by the Financial Secretary required a company or body corporate to produce books or papers under section 152A(1) of the predecessor Ordinance
(2) Sections 152A(2) (3) (4) (5) and (6) 152B 152C 152D 152E and 152F of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the requirement
(3) Section 147(1) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any prosecution arising from any information or document obtained under section 152A or 152B of that Ordinance
(4) Sections 147(2) (3) and (4) 168A(1) and 168J(1) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to any information or document obtained under section 152A or 152B of that Ordinance
146 前身条例第168A(1)条指命令
(1) 情况条适 ——
(a) 第19部第23分部(视属情况定)生效日期#前 ——
(i) 财政司司长根前身条例第147(2)(b)条根第168A(1)条提出项求作出命令呈请
(ii) 该项呈请未获裁定
(b) 第19部第23分部(视属情况定)生效日期#日财政司司长援引附表第144(2)145(4)条根前身条例第168A(1)条提出求作出命令呈请
(2) 紧接废前效前身条例第168A(2)(2C)(3)(4)(6)条述呈请适
146 Order under section 168A(1) of predecessor Ordinance
(1) This section applies if—
(a) before the commencement date# of Division 2 or 3 of Part 19 (as the case may be)—
(i) the Financial Secretary under section 147(2)(b) of the predecessor Ordinance presented a petition for an order under section 168A(1) of that Ordinance and
(ii) the petition has not yet been determined or
(b) on or after the commencement date# of Division 2 or 3 of Part 19 (as the case may be) the Financial Secretary in reliance on section 144(2) or 145(4) of this Schedule presents a petition for an order under section 168A(1) of the predecessor Ordinance
(2) Section 168A(2) (2C) (3) (4) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the petition
147 根前身条例第168J(1)条申请取消资格令
(1) 情况条适 ——
(a) 第19部第23分部(视属情况定)生效日期#前 ——
(i) 财政司司长根前身条例第168J(1)条申请取消资格令
(ii) 该项申请未获裁定
(b) 第19部第23分部(视属情况定)生效日期#日财政司司长援引附表第144(2)145(4)条根前身条例第168J(1)条申请取消资格令
(2) 紧接废前效前身条例第168J(2)条述申请适
147 Application for disqualification order under section 168J(1) of predecessor Ordinance
(1) This section applies if—
(a) before the commencement date# of Division 2 or 3 of Part 19 (as the case may be)—
(i) the Financial Secretary made an application for a disqualification order under section 168J(1) of the predecessor Ordinance and
(ii) the application has not yet been determined or
(b) on or after the commencement date# of Division 2 or 3 of Part 19 (as the case may be) the Financial Secretary in reliance on section 144(2) or 145(4) of this Schedule makes an application for a disqualification order under section 168J(1) of the predecessor Ordinance
(2) Section 168J(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the application
148 根前身条例第152(1)条委审查员进行调查
(1) 第19部第6分部生效日期#前公司已根前身条例第152(1)条委审查员调查身事务条适
(2) 紧接废前效前身条例第152(2)(3)(4)(5)条继续述调查适
(3) 紧接废前效前身条例第152(6)条继续关审查员述调查作出报告适
148 Investigation by inspectors appointed under section 152(1) of predecessor Ordinance
(1) This section applies if before the commencement date# of Division 6 of Part 19 an inspector was appointed under section 152(1) of the predecessor Ordinance by a company to investigate its affairs
(2) Section 152(2) (3) (4) and (5) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the investigation
(3) Section 152(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any report of the inspector on the investigation
第19部
Part 19
第20部作渡性安排保留安排
Transitional and Saving Arrangements for Part 20
149 怀疑发生罪行时查阅出示文件
紧接废前效前身条例第351B条继续申请适：第897条生效日期#前该条目提出申请
(编辑修订——2013年第1号编辑修订纪录)
_____________________
编辑附注：
# 生效日期：2014年3月3日
＠ 第16部2014年3月3日开始实施第791(4)802(4)(5)条外见2013年第163号法律公告
149 Inspection and production of documents if offence suspected
Section 351B of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application made before the commencement date# of section 897 for the purposes of that section
(Amended ER 1 of 2013)
_____________________
Editorial Note
# Commencement date 3 March 2014
＠ Part 16 came into operation on 3 March 2014 except sections 791(4) and 802(4) and (5) See LN 163 of 2013
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Companies Ordinance (CapInstrument No 622) (Version date 182019)
条例旨改革香港公司法现代化关公司部分成文法重新立法订定关公司条文附带相关事宜订定条文
An Ordinance to reform and modernize Hong Kong company law to restate part of the enactments relating to companies to make other provision relating to companies and to provide for incidental and connected matters
[2014年3月3日]
[3 March 2014]
(略制定语式条文——2013年第1号编辑修订纪录)
(Enacting provision omitted—ER 1 of 2013)
第1部
Part 1
导言
(格式变更——2013年第1号编辑修订纪录)
Preliminary
(Format changes—ER 1 of 2013)
第1分部 —— 简称生效日期
Division 1—Short Title and Commencement
1 简称生效日期
(1) 条例引称公司条例
(2) 条例财事务库务局局长宪报公告指定日期起实施
1 Short title and commencement
(1) This Ordinance may be cited as the Companies Ordinance
(2) This Ordinance comes into operation on a day to be appointed by the Secretary for Financial Services and the Treasury by notice published in the Gazette
第2分部 —— 条例释义：般条文
Division 2—Interpretation of this Ordinance General
2 释义
(1) 条例中 ——
市公司 (listed company)指股份认证券市场市公司
市规 (listing rules)指认交易根证券期货条例(第571章)第23条订立限证券该交易营办证券市场市事宜规章
公司 (company)指 ——
(a) 根条例组成注册公司
(b) 原公司
公司名称索引 (Index of Company Names)指根第30条备存名称索引
公司秘书 (company secretary)包括担公司秘书职位(该职称担该职位)
公司登记册 (Companies Register)指根第27条备存纪录
公司集团 (group of companies)指2间2间法团体中间余者控权公司
分担 (contributory)公司言指负法律责该公司清盘时作出付款作该公司资产
文件 (document)包括 ——
(a) 传票通知命令法律程序文件
(b) 登记册
赎回股份 (redeemable shares)指须公司股东选择赎回股份
生效日期 (commencement date)条例条文言指该条文开始实施日期
成员 (member)公司言指 ——
(a) 该公司创办成员
(b) 意成该公司成员该姓名名称成员身分记入该公司成员登记册
联系公司 (associated company)法团体言指 ——
(a) 该法团体附属公司
(b) 该法团体控权公司
(c) 述控权公司附属公司
局长 (Secretary)指财事务库务局局长
身分证 (identity card)指根事登记条例(第177章)发出身分证
法团体 (body corporate) ——
(a) 包括 ——
(i) 公司
(ii) 香港外方成立法团公司
(b) 包括单法团
法院 (court)指香港特行政区具司法辖权法院包括裁判官
股份 (share) ——
(a) 指公司股中股份
(b) (公司股份转换股额)包括股额
股份权证 (share warrant)指符合说明权证 ——
(a) 述明持拥该权证指明股份
(b) 该等股份藉交付该权证转
非市公司 (unlisted company)指没股份认证券市场市公司
非香港公司 (nonHong Kong company)指香港外方成立法团符合说明公司 ——
(a) 第16部生效日期日香港设立营业点
(b) 该生效日期前已香港设立营业点该生效日期继续香港设营业点
前身条例 (predecessor Ordinance)指附表9第2条生效日期＃前时效公司条例(第32章)
指明格式 (specified form)指根第23条指明格式
原公司 (existing company)指根旧公司条例组成注册公司
书面决议 (written resolution) ——见第12部第1分部第2次分部
特决议 (special resolution) ——见第564条
破产理署署长 (Official Receiver)指根破产条例(第6章)委破产理署署长
财政年度 (financial year)公司言指第9部第3分部断定该公司财政年度
高级员 (officer)法团体言包括该法团体董事理公司秘书
执业会计师 (certified public accountant (practising))具专业会计师条例(第50章)第2(1)条予该词涵义
处长 (Registrar)指根第21(1)条委公司注册处处长
章程细 (articles)公司言指该公司组织章程细
附注——
请参阅第98条载原公司组织章程纲条件须视该公司章程细条文
备董事 (reserve director)私公司言指根第455(1)条提名该公司备董事
创办成员 (founder member) ——
(a) 根条例组成注册公司言指第67(1)(a)条目该公司章程细签署
(b) 原公司言指该公司组织章程纲签署
普通决议 (ordinary resolution) ——见第563条
注册非香港公司 (registered nonHong Kong company)指公司登记册注册注册非香港公司非香港公司
债权证 (debenture)公司言包括该公司债权股证债券债务证券( 该等债权股证债券债务证券否构成该公司资产押记)
会计交易 (accounting transaction)公司言指第373条规定须记入该公司会计纪录交易包括支付条例规定该公司须支付费产生交易
理 (manager)公司言 ——
(a) 指董事直接权限该公司执行理职
(b) 包括 ——
(i) 该公司财产接理
(ii) 根公司(清盘杂项条文)条例(第32章)第216条委该公司产业业务特理
董事 (director)包括担董事职位(该职称担该职位)
资讯系统 (information system)具电子交易条例(第553章)第2(1)条予该词涵义
电子纪录 (electronic record)指资讯系统产生数码形式纪录该纪录 ——
(a) 资讯系统传送资讯系统传送资讯系统
(b) 储存资讯系统媒介
幕董事 (shadow director)法团体言指该法团体众董事半数董事惯指示指令(包括专业身分提供意见)行事
认交易 (recognized exchange company)指根证券期货条例(第571章)第19(2)条认营办证券市场交易公司公司
认证券市场 (recognized stock market)具证券期货条例(第571章)附表1第1部第1条予该词涵义
旧公司条例 (former Companies Ordinance)指 ——
(a) 1865年公司条例+(1865年第1号)
(b) 1911年公司条例＠(1911年第58号)
(c) 前身条例
(2) 条例中 ——
(a) 提述条例包括根条例订立附属法例
(b) 第21部附表11外提述前身条例条文包括根附表11释义通条例(第1章)第23条具持续效力该条文部分
(3) 条例中 ——
(a) 提述法团体财产理包括该财产某部分理
(b) 提述法团体财产接包括 ——
(i) 该财产某部分接
(ii) 该财产该财产某部分产生收入接
(c) 提述根某项文书载权力委理接包括 ——
(i) 根条例赋予权力作出委
(ii) 根符合说明权力作出委：条例隐含某项文书犹载该文书权力情况具效力
(4) 条例言 ——
(a) 文件资料 ——
(i) 纸张形式送交提供
(ii) 供阅读相类形式送交提供
属印形式送交提供
(b) 文件资料 ——
(i) 电子方式送交提供
(ii) 属电子纪录形式时方式送交提供 (2018年第35号第3条修订)
属电子形式送交提供
(c) 文件资料电子纪录形式资讯系统发送提供属电子方式送交提供
(5) 第(4)款中 ——
(a) 提述送交文件 ——
(i) 包括提供交付递交交出该文件(属通知)发出予该文件
(ii) 包括送达该文件
(b) 提述提供资料包括送交交付递交交出该资料
2 Interpretation
(1) In this Ordinance—
accounting transaction (会计交易) in relation to a company means a transaction that is required by section 373 to be entered in the company’s accounting records excluding a transaction arising from the payment of any fee that the company is required by an Ordinance to pay
articles (章程细) in relation to a company means the articles of association of the company
Note—
Please also see section 98 A condition of an existing company’s memorandum of association is to be regarded as a provision of the company’s articles
associated company (联系公司) in relation to a body corporate means—
(a) a subsidiary of the body corporate
(b) a holding company of the body corporate or
(c) a subsidiary of such a holding company
body corporate (法团体) —
(a) includes—
(i) a company and
(ii) a company incorporated outside Hong Kong but
(b) excludes a corporation sole
certified public accountant (practising) (执业会计师) has the meaning given by section 2(1) of the Professional Accountants Ordinance (Cap 50)
commencement date (生效日期) in relation to any provision of this Ordinance means the date on which that provision comes into operation
Companies Register (公司登记册) means the records kept under section 27
company (公司) means—
(a) a company formed and registered under this Ordinance or
(b) an existing company
company secretary (公司秘书) includes any person occupying the position of company secretary (by whatever name called)
contributory (分担) in relation to a company means a person liable to contribute to the assets of the company in the event of its being wound up
Court means the Court of First Instance
court (法院) means a court of competent jurisdiction of the Hong Kong Special Administrative Region and includes a magistrate
debenture (债权证) in relation to a company includes debenture stock bonds and any other debt securities of the company whether or not constituting a charge on the assets of the company
director (董事) includes any person occupying the position of director (by whatever name called)
document (文件) includes—
(a) a summons notice order and any other legal process and
(b) a register
electronic record (电子纪录) means a record generated in digital form by an information system which can be—
(a) transmitted within an information system or from one information system to another and
(b) stored in an information system or other medium
existing company (原公司) means a company formed and registered under a former Companies Ordinance
financial year (财政年度) in relation to a company means a financial year of the company determined in accordance with Division 3 of Part 9
former Companies Ordinance (旧公司条例) means—
(a) the Companies Ordinance 1865 (1 of 1865)
(b) the Companies Ordinance 1911 (58 of 1911) or
(c) the predecessor Ordinance
founder member (创办成员) —
(a) in relation to a company formed and registered under this Ordinance means a person who signs on the company’s articles for the purposes of section 67(1)(a) or
(b) in relation to an existing company means a person who subscribed to or signed on the company’s memorandum of association
group of companies (公司集团) means any 2 or more bodies corporate one of which is the holding company of the other or others
identity card (身分证) means an identity card issued under the Registration of Persons Ordinance (Cap 177)
Index of Company Names (公司名称索引) means the index of names kept under section 30
information system (资讯系统) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap 553)
listed company (市公司) means a company that has any of its shares listed on a recognized stock market
listing rules (市规) means the rules made under section 23 of the Securities and Futures Ordinance (Cap 571) by a recognized exchange company that govern the listing of securities on a stock market it operates
manager (理) in relation to a company—
(a) means a person who performs managerial functions in relation to the company under the directors’ immediate authority but
(b) excludes—
(i) a receiver or manager of the company’s property and
(ii) a special manager of the company’s estate or business appointed under section 216 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
member (成员) in relation to a company means—
(a) a founder member of the company or
(b) a person who agrees to become a member of the company and whose name is entered as a member in the company’s register of members
nonHong Kong company (非香港公司) means a company incorporated outside Hong Kong that—
(a) establishes a place of business in Hong Kong on or after the commencement date of Part 16 or
(b) has established a place of business in Hong Kong before that commencement date and continues to have a place of business in Hong Kong at that commencement date
officer (高级员) in relation to a body corporate includes a director manager or company secretary of the body corporate
Official Receiver (破产理署署长) means the Official Receiver appointed under the Bankruptcy Ordinance (Cap 6)
ordinary resolution (普通决议) —see section 563
predecessor Ordinance (前身条例) means the Companies Ordinance (Cap 32) as in force from time to time before the commencement date# of section 2 of Schedule 9
recognized exchange company (认交易) means a company recognized under section 19(2) of the Securities and Futures Ordinance (Cap 571) as an exchange company for operating a stock market
recognized stock market (认证券市场) has the meaning given by section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571)
redeemable shares (赎回股份) means shares that are to be redeemed or are liable to be redeemed at the option of the company or the shareholder
registered nonHong Kong company (注册非香港公司) means a nonHong Kong company that is registered in the Companies Register as a registered nonHong Kong company
Registrar (处长) means the Registrar of Companies appointed under section 21(1)
reserve director (备董事) in relation to a private company means a person nominated as a reserve director of the company under section 455(1)
Secretary (局长) means the Secretary for Financial Services and the Treasury
shadow director (幕董事) in relation to a body corporate means a person in accordance with whose directions or instructions (excluding advice given in a professional capacity) the directors or a majority of the directors of the body corporate are accustomed to act
share (股份) —
(a) means a share in a company’s share capital and
(b) if any of the company’s shares is converted into stock includes stock
share warrant (股份权证) means a warrant—
(a) stating that the bearer is entitled to the shares specified in the warrant and
(b) enabling the shares to be transferred by delivery of the warrant
special resolution (特决议) —see section 564
specified form (指明格式) means the form specified under section 23
unlisted company (非市公司) means a company that does not have any of its shares listed on a recognized stock market
written resolution (书面决议) —see Subdivision 2 of Division 1 of Part 12
(2) In this Ordinance—
(a) a reference to this Ordinance includes any subsidiary legislation made under this Ordinance and
(b) a reference to a provision of the predecessor Ordinance except in Part 21 and Schedule 11 includes the provision or such part of the provision having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
(3) In this Ordinance—
(a) a reference to a manager of the property of a body corporate includes a manager of part of that property
(b) a reference to a receiver of the property of a body corporate includes—
(i) a receiver of part of that property and
(ii) a receiver of the income arising from that property or part of that property and
(6) 条例文中附注仅供备知立法效力
(编辑修订——2013年第1号编辑修订纪录)
_____________________
编辑附注：
# 生效日期：2014年3月3日
+ 1865年公司条例Companies Ordinance 1865译名
@ 1911年公司条例Companies Ordinance 1911译名
(c) a reference to the appointment of a manager or receiver made under powers contained in an instrument includes—
(i) an appointment made under powers conferred by an Ordinance and
(ii) an appointment made under powers that by virtue of an Ordinance are implied in and have effect as if contained in an instrument
(4) For the purposes of this Ordinance—
(a) a document or information is sent or supplied in hard copy form if it is sent or supplied—
(i) in paper form or
(ii) in a similar form capable of being read
(b) a document or information is sent or supplied in electronic form if it is sent or supplied—
(i) by electronic means or
(ii) by any other means while in the form of an electronic record and (Amended 35 of 2018 s 3)
(c) a document or information is sent or supplied by electronic means if it is sent or supplied in the form of an electronic record to an information system
(5) In subsection (4)—
(a) a reference to sending a document—
(i) includes supplying delivering forwarding or producing the document and in the case of a notice giving the document but
(ii) excludes serving the document and
(b) a reference to supplying information includes sending delivering forwarding or producing the information
(6) A note located in the text of this Ordinance is provided for information only and has no legislative effect
_____________________
Editorial Note
# Commencement date 3 March 2014
3 责
(1) 情况条适 ——
(a) 条例条文订明 ——
(i) 违反条例情况违反某规定指示条件命令情况
(ii) 遵某规定指示条件命令情况
公司非香港公司责属犯罪
(b) 条例赋权某订立会载述条文附属法例
(2) 关条文言符合条件属公司非香港公司责 ——
(a) 该该公司该非香港公司高级员幕董事
(b) 该授权准许参违反关条文规定指示条件命令授权准许参遵关规定指示条件命令
(3) 关条文言符合条件属公司非香港公司责 ——
(a) 该某法团体高级员幕董事该法团体该公司该非香港公司高级员幕董事
(b) 该法团体授权准许参违反关条文规定指示条件命令授权准许参遵关规定指示条件命令
(c) 该授权准许参违反关条文规定指示条件命令授权准许参遵关规定指示条件命令
3 Responsible person
(1) This section applies—
(a) where a provision of this Ordinance provides that a responsible person of a company or nonHong Kong company commits an offence if there is—
(i) a contravention of this Ordinance or of a requirement direction condition or order or
(ii) a failure to comply with a requirement direction condition or order or
(b) where this Ordinance empowers a person to make subsidiary legislation that will contain such a provision
(2) For the purposes of the provision a person is a responsible person of a company or nonHong Kong company if the person—
(a) is an officer or shadow director of the company or nonHong Kong company and
(b) authorizes or permits or participates in the contravention or failure
(3) For the purposes of the provision a person is also a responsible person of a company or nonHong Kong company if—
(a) the person is an officer or shadow director of a body corporate that is an officer or shadow director of the company or nonHong Kong company
(b) the body corporate authorizes or permits or participates in the contravention or failure and
(c) the person authorizes or permits or participates in the contravention or failure
4 核证译
(1) 条例言香港制备文件译符合说明属核证译 ——
(a) 该译关翻译者核证该文件正确译
(b) 第(3)款指明核证该相信该翻译者力该文件翻译英文中文(视属情况定)
(2) 条例言香港外方制备文件译符合说明属核证译 ——
(a) 属第(4)款指明翻译者该译该翻译者核证该文件正确译
(b) 属翻译者 ——
(i) 该译该翻译者核证该文件正确译
(ii) 第(5)款指明核证该相信该翻译者力该文件翻译英文中文(视属情况定)
(3) 施行第(1)(b)款指明 ——
(a) 香港执业公证
(b) 香港执业律师
(c) 执业会计师
(d) 香港领事馆官员
(e) 香港执业专业公司秘书
(4) 施行第(2)(a)款指明翻译者关方法院委翻译者
(5) 施行第(2)(b)(ii)款指明 ——
(a) 关方执业公证
(b) 关方执业律师
(c) 关方执业专业会计师
(d) 获关方法律妥授权负责司法法律目核证文件法院员
(e) 关方领事馆官员
(f) 关方执业专业公司秘书
(g) 处长指明然
(6) 局长藉宪报刊登公告修订第(3)(4)(5)款
4 Certified translation
(1) For the purposes of this Ordinance a translation made in Hong Kong of a document is a certified translation if—
(a) it is certified as a correct translation of the document by the translator and
(b) a person specified in subsection (3) certifies that in that person’s belief the translator is competent in translating the document into English or Chinese (as the case may be)
(2) For the purposes of this Ordinance a translation made in a place outside Hong Kong of a document is a certified translation if—
(a) in the case of a translator specified in subsection (4) it is certified as a correct translation of the document by the translator or
(b) in the case of any other translator—
(i) it is certified as a correct translation of the document by the translator and
(ii) a person specified in subsection (5) certifies that in that person’s belief the translator is competent in translating the document into English or Chinese (as the case may be)
(3) The person specified for the purposes of subsection (1)(b) is—
(a) a notary public practising in Hong Kong
(b) a solicitor practising in Hong Kong
(c) a certified public accountant (practising)
(d) a consular officer in Hong Kong or
(e) a professional company secretary practising in Hong Kong
(4) The translator specified for the purposes of subsection (2)(a) is a translator appointed by a court of law of the place
(5) The person specified for the purposes of subsection (2)(b)(ii) is—
(a) a notary public practising in the place
(b) a lawyer practising in the place
(c) a professional accountant practising in the place
(d) an officer of a court of law duly authorized by the law of the place to certify documents for any judicial or other legal purpose
(e) a consular officer in the place
(f) a professional company secretary practising in the place or
(g) any other natural person specified by the Registrar
(6) The Secretary may by notice published in the Gazette amend subsection (3) (4) or (5)
5 活动公司
(1) 合资格私公司通第(2)款指明特决议该决议已交付处长登记第91012部言第(2)(a)款述该决议宣布日期起该公司属活动公司
(2) 施行第(1)款指明特决议指符合说明特决议 ——
(a) 宣布关合资格私公司会日期起处活动状态 ——
(i) 该决议交付处长日期
(ii) 该决议指明较日期
(b) 授权董事该决议交付处长登记
(3) ——
(a) 前身条例第344A条第912条废前公司根第(1)款通特决议该决议没交付处长
(b) 该条废该决议交付处长登记
第91012部言该决议交付处长日期该决议指明较日期起该公司属活动公司
(4) 紧接前身条例第344A条第912条废前公司该条言作活动公司第91012部言条生效日期#起该公司继续属活动公司 (2018年第35号第4条修订)
(5) 情况属第91012部指活动公司公司活动公司 ——
(a) 该公司通特决议宣布该公司拟进行项会计交易该决议已交付处长登记
(b) 关该公司会计交易
(6) 条中 ——
合资格私公司 (qualified private company)指属第(7)款指明公司私公司
(7) 第(6)款中合资格私公司定义指明公司 ——
(a) 银行业条例(第155章)第2(1)条界定认机构
(b) 保险业条例(第41章)第2(1)(2)条界定保险 (2015年第12号第165条修订)
(c) 根证券期货条例(第571章)第V部获发牌营该条例附表1第1部第1条界定受规活动业务法团
(d) (c)段述法团属证券期货条例(第571章)第VI部指者联系实体
(e) 强制性公积金计划条例(第485章)第2(1)条界定核准受讬
(f) 属(a)(b)(c)(d) (e)段指者附属公司公司
(g) 紧接关特决议通前5年时间属(a)(b)(c)(d)(e)(f)段指者公司
(8) 财政司司长藉宪报刊登公告修订第(7)款
_____________________
编辑附注：
# 生效日期：2014年3月3日
5 Dormant company
(1) If a qualified private company passes a special resolution specified in subsection (2) and the resolution is delivered to the Registrar for registration the company is a dormant company for the purposes of Parts 9 10 and 12 as from the date mentioned in subsection (2)(a) as declared by the resolution
(2) The special resolution specified for the purposes of subsection (1) is one—
(a) declaring that the qualified private company will become dormant as from—
(i) the date of delivery of that resolution to the Registrar or
(ii) any later date that is specified in that resolution and
(b) authorizing the directors to deliver that resolution to the Registrar for registration
(3) If—
(a) before the repeal of section 344A of the predecessor Ordinance by section 912 a company passed a special resolution under subsection (1) of that section and the resolution has not been delivered to the Registrar and
(b) the resolution is delivered to the Registrar for registration after the repeal
the company is also a dormant company for the purposes of Parts 9 10 and 12 as from the date of delivery of the resolution to the Registrar or as from a later date as is specified in the resolution
(4) If immediately before the repeal of section 344A of the predecessor Ordinance by section 912 a company was deemed to be a dormant company for the purposes of that section the company continues to be a dormant company for the purposes of Parts 9 10 and 12 as from the commencement date# of this section (Amended 35 of 2018 s 4)
(5) A company that is a dormant company for the purposes of Parts 9 10 and 12 ceases to be such dormant company if—
(a) the company passes a special resolution declaring that the company intends to enter into an accounting transaction and the resolution is delivered to the Registrar for registration or
(b) there is an accounting transaction in relation to the company
(6) In this section—
qualified private company (合资格私公司) means a private company that is not a company specified in subsection (7)
(7) A company specified for the purposes of the definition of qualified private company in subsection (6) is—
(a) an authorized institution as defined by section 2(1) of the Banking Ordinance (Cap 155)
(b) an insurer as defined by section 2(1) and (2) of the Insurance Ordinance (Cap 41) (Amended 12 of 2015 s 165)
(c) a corporation licensed under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a business in any regulated activity as defined by section 1 of Part 1 of Schedule 1 to that Ordinance
(d) an associated entity within the meaning of Part VI of the Securities and Futures Ordinance (Cap 571) of a corporation mentioned in paragraph (c)
(e) an approved trustee as defined by section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap 485)
(f) a company having a subsidiary that falls within paragraph (a) (b) (c) (d) or (e) or
(g) a company that fell within paragraph (a) (b) (c) (d) (e) or (f) at any time during the 5 years immediately before the special resolution is passed
(8) The Financial Secretary may by notice published in the Gazette amend subsection (7)
_____________________
Editorial Note
# Commencement date 3 March 2014
6 公众士作出股份债权证约等
(1) 条例中提述公众士作出公司股份债权证约包括部分公众士作出该约该部分公众士 ——
(a) 作该公司成员债权证持选出
(b) 作作出该约客户选出
(c) 方式选出
(2) 条例公司章程细中提述邀请公众士认购公司股份债权证包括邀请部分公众士该部分公众士 ——
(a) 作该公司成员债权证持选出
(b) 作作出该项邀请客户选出
(c) 方式选出
(3) 第(1)(2)款施行股份债权证非公开约认购股份债权证非公开邀请视公众士作出约邀请
(4) ——
(a) 公司章程细中禁止邀请公众士认购股份债权证条文尤视禁止成员债权证持作出认购股份债权证非公开邀请
(b) 条例中关私公司条文尤须解释
(5) 条中某项股份债权证约某项认购股份债权证邀请关整体情况恰视 ——
(a) 非旨直接间接导致关股份债权证供收该项约邀请外士认购购买
(b) 属作出收该项约邀请身业务
该项约邀请属非公开约非公开邀请
6 Offering shares or debentures to public etc
(1) In this Ordinance a reference to offering shares or debentures of a company to the public includes offering them to a section of the public whether selected—
(a) as members or debenture holders of the company
(b) as clients of the person making the offer or
(c) in any other manner
(2) In this Ordinance and in a company’s articles a reference to an invitation to the public to subscribe for shares or debentures of a company includes an invitation to a section of the public whether selected—
(a) as members or debenture holders of the company
(b) as clients of the person making the invitation or
(c) in any other manner
(3) Neither subsection (1) nor subsection (2) operates to treat a private offer of shares or debentures or a private invitation to subscribe for shares or debentures as an offer or invitation made to the public
(4) In particular—
(a) a provision in a company’s articles prohibiting invitations to the public to subscribe for shares or debentures is not to be regarded as prohibiting a private invitation to subscribe for shares or debentures to be made to members or debenture holders and
(b) the provisions of this Ordinance relating to private companies are to be construed accordingly
(5) In this section an offer of shares or debentures or an invitation to subscribe for shares or debentures is a private offer or invitation if the offer or invitation can properly be regarded in all the circumstances as being—
(a) not calculated to result directly or indirectly in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation or
(b) a domestic concern of the persons making and receiving the offer or invitation
第3分部 —— 条例释义︰公司类
Division 3—Interpretation of this Ordinance Types of Companies
第1次分部 —— 限公司限公司
Subdivision 1—Limited Company and Unlimited Company
7 限公司
条例言某公司属股份限公司担保限公司该公司属限公司
7 Limited company
For the purposes of this Ordinance a company is a limited company if it is a company limited by shares or by guarantee
8 股份限公司
(1) 条例言某公司章程细成员法律责限该成员持股份未缴款额该公司属股份限公司
(2) 第(1)款言某原公司组织章程纲中某条件述明成员法律责限该条件第98条视该公司章程细条文该公司成员法律责视该公司章程细限该等成员持股份未缴款额
8 Company limited by shares
(1) For the purposes of this Ordinance a company is a company limited by shares if the liability of its members is limited by the company’s articles to any amount unpaid on the shares held by the members
(2) For the purposes of subsection (1) the liability of the members of an existing company is to be regarded as being limited by the company’s articles to any amount unpaid on the shares held by the members if a condition of the memorandum of association of the company stating that the liability of the members is limited is regarded as a provision of the articles by virtue of section 98
9 担保限公司
(1) 条例言某公司符合说明该公司属担保限公司 ——
(a) 该公司没股
(b) 该公司章程细成员法律责限该成员藉该章程细承诺该公司清盘时支付作该公司资产款额
(2) 关公司2004年2月13日前根旧公司条例组成成担保限公司第(1)(a)款适
9 Company limited by guarantee
(1) For the purposes of this Ordinance a company is a company limited by guarantee if—
(a) it does not have a share capital and
(b) the liability of its members is limited by the company’s articles to the amount that the members undertake by those articles to contribute to the assets of the company in the event of its being wound up
(2) Subsection (1)(a) does not apply if the company was formed as or became a company limited by guarantee under a former Companies Ordinance before 13 February 2004
10 限公司
条例言某公司成员法律责限该公司属限公司
10 Unlimited company
For the purposes of this Ordinance a company is an unlimited company if there is no limit on the liability of its members
第2次分部 —— 私公司公众公司
Subdivision 2—Private Company and Public Company
11 私公司
(1) 条例言某公司符合说明该公司属私公司 ——
(a) 该公司章程细 ——
(i) 限制成员转股份权利
(ii) 成员高数限50
(iii) 禁止邀请公众士认购该公司股份债权证
(b) 该公司属担保限公司
(2) 第(1)(a)(ii)款中 ——
成员 (member)包括 ——
(a) 身关公司雇员成员
(b) 时成员关公司雇员该公司雇员继续成员
(3) 条言2名2名士联名持公司股份须视名成员
11 Private company
(1) For the purposes of this Ordinance a company is a private company if—
(a) its articles—
(i) restrict a member’s right to transfer shares
(ii) limit the number of members to 50 and
(iii) prohibit any invitation to the public to subscribe for any shares or debentures of the company and
(b) it is not a company limited by guarantee
(2) In subsection (1)(a)(ii)—
member (成员) excludes—
(a) a member who is an employee of the company and
(b) a person who was a member while being an employee of the company and who continues to be a member after ceasing to be such an employee
(3) For the purposes of this section 2 or more persons who hold shares in a company jointly are to be regarded as one member
12 公众公司
条例言某公司符合说明该公司属公众公司 ——
(a) 该公司属私公司
(b) 该公司属担保限公司
12 Public company
For the purposes of this Ordinance a company is a public company if—
(a) it is not a private company and
(b) it is not a company limited by guarantee
第4分部 —— 条例释义︰控权公司附属公司
(2018年第35号第5条修订)
Division 4—Interpretation of this Ordinance Holding Company and Subsidiary
(Amended 35 of 2018 s 5)
13 控权公司
(1) 条例言某法团体(前者) ——
(a) 控制法团体(者)董事局组成
(b) 控制法团体(者)超半数表决权
(c) 持法团体(者)超半数已发行股
前者属者控权公司
(2) 条例言某法团体(前者)法团体(者)控权公司者法团体(第三者)控权公司前者属第三者控权公司
(3) 第(1)(a)款言某法团体(前者)权力需意委罢免法团体(者)全部半数董事前者属控制者董事局组成
(4) 第(3)款言情况某法团体属权力作出关委 ——
(a) 该法团体(前者)行该权力委关法团体(者)董事该获委者董事
(b) 某身前者董事高级员必然会获委者董事
(5) 第(1)(c)款中提述法团体已发行股包括该股中分派利润资时权分享超某指明款额部分
13 Holding company
(1) For the purposes of this Ordinance a body corporate is a holding company of another body corporate if—
(a) it controls the composition of that other body corporate’s board of directors
(b) it controls more than half of the voting rights in that other body corporate or
(c) it holds more than half of that other body corporate’s issued share capital
(2) For the purposes of this Ordinance a body corporate is also a holding company of another body corporate if it is a holding company of a body corporate that is that other body corporate’s holding company
(3) For the purposes of subsection (1)(a) a body corporate controls the composition of another body corporate’s board of directors if it has power to appoint or remove all or a majority of that other body corporate’s directors without any other person’s consent
(4) For the purposes of subsection (3) a body corporate has the power to make such an appointment if—
(a) without the exercise of the power in a person’s favour by the body corporate the person cannot be appointed as a director of that other body corporate or
(b) it necessarily follows from a person being a director or other officer of the body corporate that the person is appointed as a director of that other body corporate
(5) In subsection (1)(c) a reference to a body corporate’s issued share capital excludes any part of it that carries no right to participate beyond a specified amount in a distribution of profits or capital
14 补充第13条条文
(1) 分部言 ——
(a) 股份某法团体受信身分持权力某法团体受信身分行该股份须视非该法团体持该权力须视该法团体行
(b) 第(2)(3)款规定外股份某法团体附属公司持某该法团体附属公司代名身分持权力某法团体附属公司行某该法团体附属公司代名身分行该股份须视该法团体持该权力须视该法团体行
(2) 分部言某法团体债权证持该法团体股份保证该债权证发行信讬契持该法团体股份须视非该持某法团体债权证该法团体行权力保证该债权证发行信讬契该法团体行权力须视该行
(3) 分部言某法团体某法团体附属公司持股份某该法团体附属公司代名身分持股份某法团体某法团体附属公司行权力某该法团体附属公司代名身分行权力 ——
(a) 该法团体附属公司通常业务包括出款项
(b) 该股份仅作该业务通常运作中达成交易保证持该权力仅作该业务通常运作中达成交易保证行
该股份须视非该法团体附属公司持该权力须视该法团体附属公司行
(4) 第(1)(b)款中提述法团体附属公司包括仅受信身分参涉法团体附属公司
14 Provisions supplementary to section 13
(1) For the purposes of this Division—
(a) if any share is held or any power is exercisable by a body corporate in a fiduciary capacity the share or power is to be regarded as not being held or exercisable by the body corporate and
(b) subject to subsections (2) and (3) if any share is held or any power is exercisable by a subsidiary of a body corporate or by a person as nominee for a body corporate or such a subsidiary the share or power is to be regarded as being held or exercisable by the body corporate
(2) For the purposes of this Division any share in another body corporate held or any power in relation to another body corporate exercisable by a person by virtue of a debenture of that other body corporate or of a trust deed for securing an issue of such a debenture is to be regarded as not being held or exercisable by the person
(3) For the purposes of this Division any share held or any power exercisable by a body corporate or a subsidiary of a body corporate or by a person as nominee for a body corporate or such a subsidiary is to be regarded as not being held or exercisable by the body corporate or subsidiary if—
(a) the ordinary business of the body corporate or subsidiary includes the lending of money and
(b) the share or power is held or exercisable by way of security only for the purpose of a transaction entered into in the ordinary course of that business
(4) In subsection (1)(b) a reference to a body corporate or subsidiary excludes a body corporate or subsidiary that is concerned only in a fiduciary capacity
15 附属公司
条例言某法团体(前者)属法团体(者)控权公司者属前者附属公司
15 Subsidiary
For the purposes of this Ordinance a body corporate is a subsidiary of another body corporate if that other body corporate is a holding company of it
16 (2018年第35号第6条废)
16 (Repealed 35 of 2018 s 6)
第5分部 —— 条例适范围
Division 5—Application of this Ordinance
17 原公司适
(1) 原公司 ——
(a) 属担保限公司条例适该公司适方式犹该公司根条例组成注册担保限公司样
(b) 属担保限公司外限公司条例适该公司适方式犹该公司根条例组成注册股份限公司样
(c) 属限公司外公司条例适该公司适方式犹该公司根条例组成注册限公司样
(2) 条例应原公司目条例中提述注册日期处须理解关公司根旧公司条例注册日期
17 Application to existing company
(1) This Ordinance applies to an existing company in the same manner as if—
(a) in the case of a company limited by guarantee the company had been formed and registered under this Ordinance as a company limited by guarantee
(b) in the case of a limited company other than a company limited by guarantee the company had been formed and registered under this Ordinance as a company limited by shares or
(c) in the case of a company other than a limited company the company had been formed and registered under this Ordinance as an unlimited company
(2) For the purpose of applying this Ordinance to an existing company a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered under a former Companies Ordinance
18 旧公司条例注册限公司限公司适
(1) 条例适1911年公司条例#(1911年第58号)第58条前身条例注册限公司限公司适方式条例适根条例注册限公司限公司
(2) 条例应第(1)款述公司目条例中提述注册日期处须理解关公司1911年公司条例#(1911年第58号)第58条前身条例注册日期
_____________________
编辑附注：
# 1911年公司条例Companies Ordinance 1911译名
18 Application to unlimited company registered in pursuance of former Companies Ordinance as limited company
(1) This Ordinance applies to an unlimited company registered as a limited company in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 (58 of 1911) in the same manner as it applies to an unlimited company registered under this Ordinance as a limited company
(2) For the purpose of applying this Ordinance to a company mentioned in subsection (1) a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 (58 of 1911)
19 根旧公司条例注册非根该条例组成公司适
(1) 条例适根旧公司条例注册非根该条例组成公司适方式条例适根第17部注册合资格公司
(2) 条例应第(1)款述公司目条例中提述注册日期处须理解关公司根旧公司条例注册日期
___________
19 Application to company registered but not formed under former Companies Ordinance
(1) This Ordinance applies to a company registered but not formed under a former Companies Ordinance in the same manner as it applies to an eligible company registered under Part 17
(2) For the purpose of applying this Ordinance to a company mentioned in subsection (1) a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered under the former Companies Ordinance
___________
第2部
Part 2
公司注册处处长公司登记册
(格式变更——2013年第1号编辑修订纪录)
Registrar of Companies and Companies Register
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
20 释义
(1) 部中 ——
公司 (company)包括 ——
(a) 根第777(1)条注册非香港公司
(b) 第16部生效日期前时间根前身条例第333AA条备存登记册注册公司
文件 (document)包括采电子形式形式文件
印形式 (in hard copy form)指纸张形式够供阅读相类形式
电子形式 (in electronic form)指电子纪录形式
电子签署 (electronic signature)具电子交易条例(第553章)第2(1)条予该词涵义
数码签署 (digital signature)具电子交易条例(第553章)第2(1)条予该词涵义
(2) 部中提述交付文件包括送交提供递交交出该文件
20 Interpretation
(1) In this Part—
company (公司) includes—
(a) a nonHong Kong company registered under section 777(1) or
(b) a company that was at any time before the commencement date of Part 16 registered in the register kept under section 333AA of the predecessor Ordinance
digital signature (数码签署) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap 553)
document (文件) includes a document in electronic form or any other form
electronic signature (电子签署) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap 553)
in electronic form (电子形式) means in the form of an electronic record
in hard copy form (印形式) means in a paper form or similar form capable of being read
(2) In this Part a reference to delivering a document includes sending supplying forwarding or producing it
第2分部 —— 公司注册处处长
Division 2—Registrar of Companies
21 处长职位
(1) 行政长官委担公司注册处处长
(2) 行政长官施行条例委员
(3) 根条例公司注册须行政长官指定方设立办事处
(4) 行政长官指示制备印章认证执行处长职需执行处长职关文件
21 Office of Registrar
(1) The Chief Executive may appoint a person to be the Registrar of Companies
(2) The Chief Executive may appoint other officers for the purposes of this Ordinance
(3) For the purpose of the registration of companies under this Ordinance an office is to be established at a place designated by the Chief Executive
(4) The Chief Executive may direct a seal to be prepared for the authentication of documents required for or connected with the performance of the Registrar’s functions
22 处长职
处长职条例条例赋予处长职根条例条例赋予处长职
22 Registrar’s functions
The Registrar’s functions are those conferred on the Registrar by or under this Ordinance or any other Ordinance
23 处长指明格式
(1) 处长指明施行条例需文件格式
(2) 第(1)款适 ——
(a) 格式条例订明文件
(b) 格式根条例订立规例订明文件
(3) 根第(1)款指明某文件格式时处长该文件指明款格式供选择情况
23 Registrar may specify form
(1) The Registrar may specify the form of any document required for the purposes of this Ordinance
(2) Subsection (1) does not apply to a document—
(a) the form of which is prescribed by this Ordinance or
(b) the form of which is or may be prescribed by regulations made under this Ordinance
(3) In specifying the form of a document under subsection (1) the Registrar may specify more than one form of the document whether as alternatives or to provide for different circumstances
24 处长发出指引
(1) 处长发出指引 ——
(a) 示明处长拟种方式执行职行权力
(b) 条例条文实施提供指引
(2) 处长须 ——
(a) 适合令受述指引影响知悉该等指引方式发布
(b) 公众提供述指引文该等文采印形式电子形式
(3) 根条发出指引附属法例
(4) 处长修订撤销述指引第(2) (3) 款适指引修订撤销该等条文适该等指引
(5) 会仅身违反述指引招致民事刑事法律责法律程序中法院信纳某指引攸关某项受争议事宜裁定 ——
(a) 该法律程序中该指引接纳证
(b) 关该违反没违反该指引证明该法律程序方赖作确立否定该事宜证明
24 Registrar may issue guidelines
(1) The Registrar may issue guidelines—
(a) indicating the manner in which the Registrar proposes to perform any function or exercise any power or
(b) providing guidance on the operation of any provision of this Ordinance
(2) The Registrar—
(a) must publish the guidelines in a manner appropriate to bring them to the notice of persons affected by them and
(b) must make copies of the guidelines available to the public (in hard copy form or electronic form)
(3) Guidelines issued under this section are not subsidiary legislation
(4) The Registrar may amend or revoke any of the guidelines Subsections (2) and (3) apply to an amendment or revocation of guidelines in the same way as they apply to the guidelines
(5) A person does not incur any civil or criminal liability only because the person has contravened any of the guidelines If in any legal proceedings the court is satisfied that a guideline is relevant to determining a matter that is in issue—
(a) the guideline is admissible in evidence in the proceedings and
(b) proof that the person contravened or did not contravene the guideline may be relied on by any party to the proceedings as tending to establish or negate the matter
25 处长认证文件等
(1) 条例规定某文件须处长签署须印处长签署处长藉认合适方式认证该文件
(2) 根条例条例某事情获批准处长核证处长藉认合适方式核证该事情
25 Registrar may authenticate document etc
(1) If a document is required by this Ordinance to be signed by the Registrar or to bear the Registrar’s printed signature the Registrar may authenticate it in any manner that the Registrar thinks fit
(2) If anything is authorized to be certified by the Registrar under this Ordinance or any other Ordinance the Registrar may certify it in any manner that the Registrar thinks fit
26 须处长缴付费
(1) 财政司司长订立规例规定事宜处长缴付费 ——
(a) 执行处长职
(b) 附带执行处长职目执行处长职关目处长提供服务设施
(2) 述规例 ——
(a) 订定须该等规例指定须根该等规例厘定费款额
(b) 订定情况须相事宜缴付费
(c) 指明时缴付费
(3) 处长 ——
(a) 财政司司长批准厘定情况执行职提供服务设施征收费 ——
(i) 述规例没执行该职提供该服务设施订定费
(ii) 该职服务设施该等规例订定费情况外情况执行提供
(b) 征收该费
(4) 处长收费须拨作政府般收入营运基金条例( 第430章)第5条规定该费须付公司注册处营运基金属例外
26 Fees payable to Registrar
(1) The Financial Secretary may make regulations to require payment to the Registrar of fees in respect of—
(a) the performance of any of the Registrar’s functions or
(b) the provision by the Registrar of services or facilities for purposes incidental to or otherwise connected with the performance of any of the Registrar’s functions
(2) The regulations may—
(a) provide for the amount of the fees to be fixed by or determined under the regulations
(b) provide for different fees to be payable in respect of the same matter in different circumstances and
(c) specify when and how fees are to be paid
(3) The Registrar—
(a) may subject to the approval of the Financial Secretary determine what fees are chargeable in respect of the performance of functions or the provision of services or facilities—
(i) for which fees are not provided for by the regulations or
(ii) in circumstances other than those for which fees are provided by the regulations and
(b) may charge such fees
(4) Fees received by the Registrar must be paid into the general revenue unless the fees are required by section 5 of the Trading Funds Ordinance (Cap 430) to be paid into the Companies Registry Trading Fund
第3分部 —— 公司登记册
Division 3—Companies Register
27 处长须备存关公司纪录
(1) 处长须备存资料纪录 ——
(a) 处长交付登记处长决定根部登记份文件载资料
(b) 处长根条例发出份证明书载资料
(c) 处长根公司( 清盘杂项条文)条例(第32章)第38D342C条登记份招股章程载资料
(2) 紧接条生效日期前根前身条例公司登记册目备存纪录须处长继续备存
#(3) 施行第(1)(2)款处长须记录指明址作公司董事备董事公司秘书通讯址 ——
(a) 原公司
(b) 属第20(1)条公司定义(a)段指附表11第132条根第777(1)条注册公司
(c) 属第20(1)条公司定义(b)段指公司
#(4) 根第(3)款记录指明址作公司董事备董事公司秘书通讯址处长须址更新该通讯址记项 ——
(a) 该公司注册办事处址更改通知载该公司新注册办事处址该通知须 ——
(i) 根第658(3)条前身条例第92(3)条送交
(ii) 获处长根部登记
(b) 更改该公司香港营业点址申报表载该公司香港新营业点址该申报表须 ——
(i) 根第791(1)条前身条例第335(1)(d)条交付
(ii) 获处长根部登记
#(5) 关公司董事备董事公司秘书 ——
(a) 关更改该通讯址通知申报表根第645(4)652(2)791(1)条交付
(b) 该通知申报表获处长根部登记
第(4)款适
#(6) 第(3)款言址符合说明关公司董事备董事公司秘书言指明址 ——
(a) 紧接条生效日期前该址根前身条例公司登记册显示该公司注册办事处址该公司香港营业点址
(b) 该址作该公司注册办事处址载法团成立表格该表格须 ——
(i) 第3部第1分部生效日期@前根前身条例第15(1)条交付处长注册
(ii) 该生效日期@日根前身条例第16(1)条注册
(c) 该址作该公司香港营业点址载某注册申请该申请须第16部第2分部生效日期＠前根前身条例第333条交付处长关注册根第777(1)条进行
_____________________
编辑附注：
# 第27(3)(4)(5)(6)条(该条董事备董事关范围)尚未实施
@ 生效日期：2014年3月3日
27 Registrar must keep records of companies
(1) The Registrar must keep records of—
(a) the information contained in every document that is delivered to the Registrar for registration and that the Registrar decides to register under this Part
(b) the information contained in every certificate that is issued by the Registrar under this Ordinance and
(c) the information contained in every prospectus registered by the Registrar under section 38D or 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(2) The Registrar must continue to keep the records that were immediately before the commencement date of this section kept for the purpose of a register of companies under the predecessor Ordinance
#(3) For the purposes of subsections (1) and (2) the Registrar must record the specified address as the correspondence address of a director reserve director or company secretary of the following company—
(a) an existing company
(b) a company falling within paragraph (a) of the definition of company in section 20(1) that is registered under section 777(1) by virtue of section 132 of Schedule 11 or
(c) a company falling within paragraph (b) of the definition of company in section 20(1)
#(4) After the specified address is recorded under subsection (3) as the correspondence address of a director reserve director or company secretary of a company the Registrar must update the entry of such correspondence address with—
(a) the latest address of the company’s registered office contained in a notice of change of address of the company’s registered office—
(i) that is sent under section 92(3) of the predecessor Ordinance or section 658(3) and
(ii) that is registered by the Registrar under this Part or
(b) the latest address of the company’s principal place of business in Hong Kong contained in a return in respect of the change of address of the company’s principal place of business in Hong Kong—
(i) that is delivered under section 335(1)(d) of the predecessor Ordinance or section 791(1) and
(ii) that is registered by the Registrar under this Part
#(5) Subsection (4) does not apply if in relation to the director reserve director or company secretary of a company—
(a) a notice or return is delivered under section 645(4) 652(2) or 791(1) in respect of a change of the person’s correspondence address and
(b) the notice or return is registered by the Registrar under this Part
#(6) For the purposes of subsection (3) an address is the specified address in relation to a director reserve director or company secretary of a company if—
(a) immediately before the commencement date of this section the address was shown on the register of companies under the predecessor Ordinance as the address of the company’s registered office or principal place of business in Hong Kong
(b) the address is contained as the address of the company’s registered office in an incorporation form—
(i) delivered before the commencement date@ of Division 1 of Part 3 to the Registrar for registration under section 15(1) of the predecessor Ordinance and
(ii) registered on or after that commencement date@ under section 16(1) of the predecessor Ordinance or
(c) the address is contained as the address of the company’s principal place of business in Hong Kong in an application for registration delivered before the commencement date＠ of Division 2 of Part 16 to the Registrar under section 333 of the predecessor Ordinance and the registration takes place under section 777(1)
_____________________
Editorial Note
# Section 27(3) (4) (5) and (6) in so far as it relates to a director or reserve director is not yet in operation
@ Commencement date 3 March 2014
28 补充第27条条文
(1) 根第27条备存纪录须关某公司资料处长决定方式该公司联系起关该公司资料均检索
(2) 施行第27(1)条备存资料纪录备存形式须均查阅该纪录载资料制作该资料文
(3) 第(1)(2)款规限施行第27(1)条备存资料纪录采处长认合适形式备存
(4) 处长备存资料纪录形式载关资料文件交付处长时采形式处长制作载关资料文件时该文件采形式非相反证明成立该纪录须推定反映该文件交付制作时载资料
(5) 处长第27(1)条目记录某文件载资料处长须视已履行法律施加处长备存登记该文件该文件存档责
28 Provisions supplementary to section 27
(1) The records kept under section 27 must be such that information relating to a company is associated with the company in a manner determined by the Registrar so as to enable all the information relating to the company to be retrieved
(2) A record of information for the purposes of section 27(1) must be kept in such form as to enable any person to inspect the information contained in the record and to make a copy of the information
(3) Subject to subsections (1) and (2) a record of information for the purposes of section 27(1) may be kept in any form that the Registrar thinks fit
(4) If the Registrar keeps a record of information in a form that differs from the form in which the document containing the information was delivered to or generated by the Registrar the record is presumed unless the contrary is proved to represent the information contained in the document as delivered or generated
(5) If the Registrar records the information contained in a document for the purposes of section 27(1) the Registrar is to be regarded as having discharged any duty imposed by law on the Registrar to keep file or register the document
29 处长须备存某文件等
(1) 根某条例交付处长登记文件言处长已第27(1)条目前身条例订公司登记册目采形式记录该文件载资料处长销毁处置该文件
(2) 处长已第27(1)条目前身条例订公司登记册目备存某文件证明书少7 年处长销毁处置该文件证明书
(3) 第48条规定处长提供某目交付处长资料公众查阅处长备存该资料纪录时间须超段处长觉该目言属合理需时间
29 Registrar not required to keep certain documents etc
(1) The Registrar may destroy or dispose of any document delivered to the Registrar for registration under an Ordinance if the information contained in the document has been recorded by the Registrar in any other form for the purposes of section 27(1) or for the purpose of a register of companies under the predecessor Ordinance
(2) If a document or certificate has been kept by the Registrar for at least 7 years for the purposes of section 27(1) or for the purpose of a register of companies under the predecessor Ordinance the Registrar may destroy or dispose of the document or certificate
(3) If the Registrar is required by section 48 not to make any information available for public inspection the Registrar is not required to keep a record of the information for any longer than appears to the Registrar to be reasonably necessary for the purpose for which the information was delivered to the Registrar
30 处长须备存公司名称索引
处长须备存份公司名称索引
30 Registrar must keep Index of Company Names
The Registrar must keep an index of the names of every company
第4分部 —— 文件登记
Division 4—Registration of Document
第1次分部 —— 导言
Subdivision 1—Preliminary
31 合求文件
(1) 分部言交付处长登记文件情况属合求文件 ——
(a) 该文件载资料阅形式复制
(b) 该文件非采英文非采中文没附份该文件英文中文核证译
(c) 根第32条该文件指明规定获符合
(d) 该文件根第33条订立协议根第34条订立规例交付
(e) 该文件根关条例适规定交付该等规定获符合
(f) 该文件没附须登记缴付费
(g) 该文件该文件签署附该文件数码签署电子签署 ——
(i) 完整正确
(ii) 已更改该项更改恰授权
(h) 该文件载资料 ——
(i) 相抵触
(ii) 公司登记册资料交付处长份文件载资料相抵触
(i) 该文件载资料源 ——
(i) 效效力事情
(ii) 没公司授权作出事情
(j) 该文件载违法事宜
(2) 条中 ——
适规定 (applicable requirements)文件言指关方面规定 ——
(a) 该文件容
(b) 该文件形式
(c) 认证该文件
(d) 交付该文件方式
31 Unsatisfactory document
(1) For the purposes of this Division a document delivered to the Registrar for registration is unsatisfactory if—
(a) the information contained in the document is not capable of being reproduced in legible form
(b) in the case of a document that is neither in English nor in Chinese it is not accompanied by a certified translation of it in English or Chinese
(c) the requirements specified in relation to the document under section 32 are not complied with
(d) the document is not delivered in accordance with an agreement made under section 33 and any regulations made under section 34 in relation to it
(e) the applicable requirements of the Ordinance under which the document is delivered are not complied with
(f) the document is not accompanied by the fee payable for the registration
(g) the document or any signature on or any digital or electronic signature accompanying the document—
(i) is incomplete or incorrect or
(ii) is altered without proper authority
(h) the information contained in the document—
(i) is internally inconsistent or
(ii) is inconsistent with other information on the Companies Register or other information contained in another document delivered to the Registrar
(i) the information contained in the document derives from anything that—
(i) is invalid or ineffective or
(ii) has been done without the company’s authority or
(j) the document contains matters contrary to law
(2) In this section—
applicable requirements (适规定) in relation to a document means the requirements as regards—
(a) the contents of the document
(b) the form of the document
(c) the authentication of the document and
(d) the manner of delivery of the document
32 处长第31(1) 条指明规定
(1) 处长根某条例须交付获批准交付处长文件 ——
(a) 指明规定处长制作该文件文影纪录备存该文件载资料纪录
(b) 指明关认证该文件规定
(c) 指明关交付该文件方式规定
(2) 文件根第41(3)条获批准交付处长登记更正某项错误处长该文件指明关方面规定 ——
(a) 某形式方式交付该文件该文件载该项错误文件联系起
(b) 识载该项错误文件
(3) 施行第(1)(2)款处长文件类文件情况指明规定
(4) 施行第(1)(b)款处长 ——
(a) 规定关文件须特定属特定类认证
(b) 指明认证方法
(c) 规定关文件须载附该文件关公司名称注册编号载附两者
(5) 施行第(1)(c)款处长 ——
(a) 规定关文件须采印形式电子形式形式
(b) 规定关文件须邮递方式方式交付
(c) 指明关关文件须交付址规定
(d) (属须电子方式交付文件)指明关须硬件软件技术规格规定
(6) 条赋权处长 ——
(a) 规定文件须电子方式交付处长
(b) 指明某条例方面订明规定相抵触规定 ——
(i) 认证关文件
(ii) 处长交付关文件方式
(7) 根条指明规定附属法例
32 Registrar may specify requirements (for section 31(1))
(1) The Registrar may in relation to any document required or authorized to be delivered to the Registrar under an Ordinance—
(a) specify requirements for the purpose of enabling the Registrar to make copies or image records of the document and to keep records of the information contained in it
(b) specify requirements as to the authentication of the document and
(c) specify requirements as to the manner of delivery of the document
(2) The Registrar may in relation to any document authorized to be delivered to the Registrar for registration under section 41(3) for the purpose of rectification of an error specify requirements as to—
(a) the delivery of the document in a form and manner enabling it to be associated with the document containing the error and
(b) the identification of the document containing the error
(3) For the purposes of subsections (1) and (2) the Registrar may specify different requirements for different documents or classes of documents or for different circumstances
(4) For the purposes of subsection (1)(b) the Registrar may—
(a) require the document to be authenticated by a particular person or a person of a particular description
(b) specify the means of authentication and
(c) require the document to contain or to be accompanied by the name or registration number or both of the company to which it relates
(5) For the purposes of subsection (1)(c) the Registrar may—
(a) require the document to be in hard copy form electronic form or any other form
(b) require the document to be delivered by post or any other means
(c) specify requirements as to the address to which the document is to be delivered and
(d) in the case of a document to be delivered by electronic means specify requirements as to the hardware and software to be used and the technical specifications
(6) This section does not empower the Registrar—
(a) to require a document to be delivered to the Registrar by electronic means or
(b) to specify any requirement that is inconsistent with any requirement prescribed by an Ordinance as to—
(i) the authentication of the document and
(ii) the manner of delivery of the document to the Registrar
(7) Requirements specified under this section are not subsidiary legislation
33 处长第31(1)条意电子方式交付
(1) 处长公司订立容协议：规定关该公司文件类文件根某条例须交付获批准交付处长该文件该类文件 ——
(a) 会电子方式交付(该协议订明例外情况外)
(b) 会符合 ——
(i) 该协议指明规定
(ii) 处长该协议指明规定
(2) 公司订立协议规定关该公司文件类文件根某条例须处长交付获批准处长交付该公司该文件该类文件会电子方式交付
(3) 处长指明协议标准格式该格式程度
(4) 条赋权处长订立根第34条订立规例相抵触协议
33 Registrar may agree to delivery by electronic means (for section 31(1))
(1) The Registrar may enter into an agreement with a company to provide that any document or any class of document that relates to the company and is required or authorized to be delivered to the Registrar under an Ordinance—
(a) will be delivered by electronic means except as provided for in the agreement and
(b) will conform to the requirements—
(i) specified in the agreement or
(ii) specified by the Registrar in accordance with the agreement
(2) An agreement with a company may also provide that any document or any class of document that relates to the company and is required or authorized to be delivered by the Registrar to it under an Ordinance will be delivered by electronic means
(3) The Registrar may specify a standard form for an agreement and the extent to which the form is to be used
(4) This section does not empower the Registrar to make any agreement that is inconsistent with regulations made under section 34
34 财政司司长第31(1)条订立规例规定须电子方式交付
(1) 财政司司长订立规例规定根某条例须交付获批准交付处长文件须电子方式交付
(2) 述规例须立法会批准
34 Financial Secretary may make regulations requiring delivery by electronic means (for section 31(1))
(1) The Financial Secretary may make regulations requiring any document required or authorized to be delivered to the Registrar under an Ordinance to be delivered by electronic means
(2) The regulations are subject to the approval of the Legislative Council
第2次分部 —— 处长拒绝接受登记文件权力
Subdivision 2—Registrar’s Powers to Refuse to Accept and to Register Document
35 处长拒绝接受登记文件
(1) 处长认根条例交付处长登记文件合求处长 ——
(a) 拒绝接受该文件
(b) 接受该文件行第(3)(4)款指明权力
(2) 第(1)款适公司( 清盘杂项条文)条例(第32章)第2(1)条界定招股章程
(3) 处长拒绝登记关文件该文件发予交付登记
(4) 处长指出 ——
(a) 须适修订完成该文件连需连补充文件交付登记
(b) 须交付新文件作登记取代该文件
(5) 处长 ——
(a) 根第(1)(a) 款拒绝接受某文件
(b) 没收某文件
(c) 根第(3) 款拒绝登记某文件
该文件须视遵关条例中规定该文件批准该文件交付处长条文交付处长
35 Registrar may refuse to accept or register document
(1) If the Registrar is of the opinion that a document delivered to him or her for registration under an Ordinance is unsatisfactory the Registrar—
(a) may refuse to accept the document or
(b) may after having accepted the document exercise the powers specified in subsection (3) or (4)
(2) Subsection (1) does not apply to a prospectus as defined by section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(3) The Registrar may refuse to register the document and return the document to the person who delivered it for registration
(4) The Registrar may also advise that—
(a) the document be appropriately amended or completed and be redelivered for registration with or without a supplementary document or
(b) a fresh document be delivered for registration in its place
(5) If the Registrar—
(a) refuses to accept a document under subsection (1)(a)
(b) has not received a document or
(c) refuses to register a document under subsection (3)
the document is to be regarded as not having been delivered to the Registrar in satisfaction of the provision of the Ordinance that requires or authorizes the document to be delivered to the Registrar
36 处长等进步详情时暂缓登记文件等
决定否某文件行第35(3)(4)条指明权力处长 ——
(a) 等候根(b)段作出求获遵时暂缓登记该文件
(b) 求根关条例须该文件获批准该文件交付处长登记处长指明限期作出事情 ——
(i) 交出处长认处长决定该文件否合求问题属必需文件资料证
(ii) 适修订完成该文件连需连补充文件交付登记
(iii) 法院申请求作出处长认必需命令指示努力进行该申请
(iv) 遵处长指示
36 Registrar may withhold registration of document pending further particulars etc
For the purpose of determining whether the powers specified in section 35(3) and (4) are exercisable in relation to a document the Registrar may—
(a) withhold the registration of the document pending compliance with the request under paragraph (b) and
(b) request the person who is required or authorized to deliver the document to the Registrar for registration under the Ordinance to do any or all of the following within a period specified by the Registrar—
(i) to produce any other document information or evidence that in the Registrar’s opinion is necessary for the Registrar to determine the question as to whether the document is unsatisfactory
(ii) to appropriately amend or complete the document and redeliver it for registration with or without a supplementary document
(iii) to apply to the court for any order or direction that the Registrar thinks necessary and to conduct the application diligently
(iv) to comply with other directions of the Registrar
37 针处长拒绝登记决定提出诉
(1) 处长根第35(3)条作出拒绝登记某文件决定该决定感受屈该决定作出42日针该决定原讼法庭提出诉
(2) 原讼法庭作出认合适命令包括关讼费命令
(3) 原讼法庭根第(2)款针处长作出关讼费命令该讼费须政府般收入支付处长须该讼费承担法律责
37 Appeal against Registrar’s decision to refuse registration
(1) If a person is aggrieved by a decision of the Registrar to refuse to register a document under section 35(3) the person may within 42 days after the decision appeal to the Court against the decision
(2) The Court may make any order that it thinks fit including an order as to costs
(3) If the Court makes an order as to costs against the Registrar under subsection (2) the costs are payable out of the general revenue and the Registrar is not personally liable for the costs
38 计算没处长交付文件须付日罚款时某段期间须予理会
(1) 情况条适 ——
(a) 文件根某条例交付处长登记
(b) 处长根第35(3)条拒绝登记该文件
(2) 处长须述送交份关拒绝登记关文件拒绝理通知 ——
(a) 根关条例须该文件交付处长登记规定送交该等士中
(b) 代该受规定该文件交付处长登记送交该
(3) 根条例没遵守求交付文件规定属罪行该条例关罪行持续期间日施加罚款处长根第(2)款该文件某送交通知根该条例计算日罚款目第(4)款指明期间须予理会
(4) 述期间指关文件交付处长日期开始根第(2)款送交关通知日期第14 日终结期间
38 Certain period to be disregarded for calculating daily penalty for failure to deliver document to Registrar
(1) This section applies if—
(a) a document is delivered to the Registrar for registration under an Ordinance and
(b) the Registrar refuses to register the document under section 35(3)
(2) The Registrar must send a notice of the refusal and the reasons for the refusal to—
(a) the person who is required to deliver the document to the Registrar for registration under the Ordinance or if there is more than one person who is so required any of those persons or
(b) if another person delivers on behalf of the person so required the document to the Registrar for registration that other person
(3) If a notice is sent to a person under subsection (2) with respect to a document the period specified in subsection (4) is to be disregarded for the purpose of calculating the daily penalty under an Ordinance that makes it an offence for failing to comply with a requirement to deliver the document and that imposes a penalty for each day during which the offence continues
(4) The period is one beginning on the date on which the document was delivered to the Registrar and ending with the fourteenth day after the date on which the notice is sent under subsection (2)
第5分部 —— 处长备存公司登记册方面权力
Division 5—Registrar’s Powers in relation to Keeping Companies Register
39 处长规定公司解决公司登记册相抵触处
(1) 处长觉处长某公司登记文件载资料公司登记册关该公司资料相抵触处长该公司予通知 ——
(a) 述明该文件载资料方面似公司登记册资料相抵触
(b) 规定该公司采取步骤解决该抵触处
(2) 施行第(1)(b)款处长规定关公司述通知指明限期处长交付 ——
(a) 解决述抵触处需资料
(b) 事宜证：该公司已原讼法庭展开法律程序解决述抵触处该公司已努力进行该法律程序
(3) 公司没遵根第(1)(b)款作出规定该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 某没遵某规定控犯第(3)款订罪行确立该已采取切合理步骤确保该项规定获遵属免责辩护
39 Registrar may require company to resolve inconsistency with Companies Register
(1) If it appears to the Registrar that the information contained in a document registered by the Registrar in respect of a company is inconsistent with other information relating to the company on the Companies Register the Registrar may give notice to the company—
(a) stating in what respect the information contained in the document appears to be inconsistent with other information on the Companies Register and
(b) requiring the company to take steps to resolve the inconsistency
(2) For the purposes of subsection (1)(b) the Registrar may require the company to deliver to the Registrar within the period specified in the notice—
(a) information required to resolve the inconsistency or
(b) evidence that proceedings have been commenced by the company in the Court for the purpose of resolving the inconsistency and that the proceedings are being conducted diligently
(3) If a company fails to comply with a requirement under subsection (1)(b) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If a person is charged with an offence under subsection (3) for failure to comply with a requirement it is a defence to establish that the person took all reasonable steps to secure compliance with the requirement
40 处长规定提供进步资料作更新等
(1) 确保某公司登记册资料准确更新某公司登记册资料处长该送交份通知规定该处长指明限期处长提供关该资料该等资料须属载入公司登记册类资料
(2) 某没遵根第(1)款作出规定 ——
(a) 该公司该公司名责均属犯罪
(b) 该公司该属犯罪
(3) 犯第(2)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 某没遵某规定控犯第(2)款订罪行确立该已采取切合理步骤确保该项规定获遵属免责辩护
40 Registrar may require further information for updating etc
(1) For the purpose of ensuring that a person’s information on the Companies Register is accurate or bringing the information up to date the Registrar may send a notice to the person requiring the person to give the Registrar within a period specified by the Registrar any information about the person being information of the kind that is included on the Companies Register
(2) If a person fails to comply with a requirement under subsection (1)—
(a) where the person is a company the company and every responsible person of the company commit an offence or
(b) where the person is not a company the person commits an offence
(3) A person who commits an offence under subsection (2) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If a person is charged with an offence under subsection (2) for failure to comply with a requirement it is a defence to establish that the person took all reasonable steps to secure compliance with the requirement
41 处长更正公司登记册排印文书方面错误
(1) 公司登记册资料载排印文书方面错误处长动更正该错误
(2) 公司登记册关某公司资料载排印文书方面错误处长应该公司提出申请更正该错误
(3) 项第(2)款目提出申请份显示关更正文件交付处长登记处长登记该文件藉更正关错误
41 Registrar may rectify typographical or clerical error in Companies Register
(1) The Registrar may on his or her own initiative rectify a typographical or clerical error contained in any information on the Companies Register
(2) The Registrar may on application by a company rectify a typographical or clerical error contained in any information relating to the company on the Companies Register
(3) If in relation to an application for the purposes of subsection (2) a document showing the rectification is delivered to the Registrar for registration the Registrar may rectify the error by registering the document
42 处长须应原讼法庭命令更正公司登记册资料
(1) 提出申请原讼法庭信纳 ——
(a) 公司登记册资料源 ——
(i) 效效力事情
(ii) 没公司授权作出事情
(b) 公司登记册资料 ——
(i) 事实方面准确处
(ii) 源事实方面准确处事情源伪造事情
原讼法庭应关申请藉命令指示处长更正该资料公司登记册删该资料
(2) 项第(1)款目提出申请份显示关更正文件送交原讼法庭存档原讼法庭规定处长登记该文件藉更正关资料
(3) 原讼法庭根条例根条例条文获明确赋权处理更正公司登记册关资料公司登记册删关资料事宜条适
(4) 非原讼法庭信纳公司登记册某资料言 ——
(a) 显示关更正文件已获登记该资料继续公司登记册出现会关公司造成重损害
(b) 该公司删该资料利益该资料继续公司登记册出现利益
否原讼法庭根第(1)款命令公司登记册删该资料
(5) 原讼法庭根第(1)款作出命令饬令更正公司登记册资料公司登记册删资料原讼法庭该资料公司登记册出现须获赋予法律效力(话)作出原讼法庭觉公正相应命令
(6) 原讼法庭根第(1)款作出命令饬令公司登记册删资料原讼法庭指示 ——
(a) 须公司登记册删根第44(1)条该资料作出注明
(b) 该命令作公司登记册部分提供予公众查阅
(c) 事宜 ——
(i) 该命令根第44(1)条作出注明
(ii) 根第44(1)条作出注明须限提供关原讼法庭指明事宜资料
(7) 非原讼法庭信纳 ——
(a) 事项关公司造成损害 ——
(i) 关注明项受限制注明(视属情况定)公司登记册出现
(ii) 关命令公众查阅
(b) 该公司披露利益披露利益
否原讼法庭根第(6)款作出指示
(8) 原讼法庭根条作出命令提出关申请须该命令正式文交付处长登记
42 Registrar must rectify information on Companies Register on order of Court
(1) The Court may on application by any person by order direct the Registrar to rectify any information on the Companies Register or to remove any information from it if the Court is satisfied that—
(a) the information derives from anything that—
(i) is invalid or ineffective or
(ii) has been done without the company’s authority or
(b) the information—
(i) is factually inaccurate or
(ii) derives from anything that is factually inaccurate or forged
(2) If in relation to an application for the purposes of subsection (1) a document showing the rectification is filed with the Court the Court may require the Registrar to rectify the information by registering the document
(3) This section does not apply if the Court is specifically empowered under any other Ordinance or any other provision of this Ordinance to deal with the rectification of the information on or the removal of the information from the Companies Register
(4) The Court must not order the removal of any information from the Companies Register under subsection (1) unless it is satisfied that—
(a) even if a document showing the rectification in question is registered the continuing presence of the information on the Companies Register will cause material damage to the company and
(b) the company’s interest in removing the information outweighs the interest of other persons in the information continuing to appear on the Companies Register
(5) If the Court makes an order for the rectification of any information on or the removal of any information from the Companies Register under subsection (1) the Court may make any consequential order that appears to it to be just with respect to the legal effect (if any) to be accorded to the information by virtue of its having appeared on the Companies Register
(6) If the Court makes an order for the removal of any information from the Companies Register under subsection (1) it may direct—
(a) that a note made under section 44(1) in relation to the information is to be removed from the Companies Register
(b) that the order is not to be made available for public inspection as part of the Companies Register and
(c) that—
(i) no note is to be made under section 44(1) as a result of the order or
(ii) any such note is to be restricted to providing information in relation to the matters specified by the Court
(7) The Court must not give a direction under subsection (6) unless it is satisfied that—
(a) any of the following may cause damage to the company—
(i) the presence on the Companies Register of the note or an unrestricted note (as the case may be)
(ii) the availability for public inspection of the order and
(b) the company’s interest in nondisclosure outweighs the interest of other persons in disclosure
(8) If the Court makes an order under this section the person who made the application must deliver an office copy of the order to the Registrar for registration
43 求作出更正法律程序中处长出庭
(1) 第42条目原讼法庭进行法律程序中 ——
(a) 处长权出庭代表代出庭权陈词
(b) 原讼法庭指示处长出庭处长须出庭
(2) 述法律程序中处长否出庭处长均原讼法庭呈交处长签署书面陈述提供攸关该法律程序处长知悉事宜详情
(3) 非原讼法庭指示否根第(2)款呈交陈述须视构成关法律程序证部分
43 Registrar may appear in proceedings for rectification
(1) In any proceedings before the Court for the purposes of section 42 the Registrar—
(a) is entitled to appear or be represented and be heard and
(b) must appear if so directed by the Court
(2) Whether or not the Registrar appears in those proceedings the Registrar may submit to the Court a statement in writing signed by the Registrar giving particulars of the matters relevant to the proceedings and within the Registrar’s knowledge
(3) Unless otherwise directed by the Court a statement submitted under subsection (2) is to be regarded as forming part of the evidence in the proceedings
44 处长公司登记册加注释
(1) 处长事宜提供资料公司登记册作出注明 ——
(a) 根第41条更正公司登记册资料载错误
(b) 根第42条更正公司登记册资料
(c) 根第42条公司登记册删资料
(d) 公司登记册资料
(2) 条例言根第(1)款作出注明属公司登记册部分
(3) 处长信纳某注明处删该注明
44 Registrar may annotate Companies Register
(1) The Registrar may make a note in the Companies Register for the purpose of providing information in relation to—
(a) a rectification of an error contained in any information on the Companies Register under section 41
(b) a rectification of any information on the Companies Register under section 42
(c) a removal of any information from the Companies Register under section 42 or
(d) any other information on the Companies Register
(2) For the purposes of this Ordinance a note made under subsection (1) is part of the Companies Register
(3) The Registrar may remove a note if the Registrar is satisfied that it no longer serves any useful purpose
第6分部 —— 查阅公司登记册
Division 6—Inspection of Companies Register
45 处长须提供公司登记册公众查阅
(1) 处长须提供公司登记册公众合理时间查阅公众士 ——
(a) 确定该公众士否正 ——
(i) 款适某公司作事宜述公司作关连事宜该公司董事高级员
(ii) 理述公司财产事宜理述公司财产关连事宜该公司董事高级员
(iii) 法院作出取消资格令针
(iv) 已承身分述公司财产行权
(v) 述公司清盘中获委时清盘清盘
(vi) 获委述公司财产接理
(b) 确定该公司董事高级员前董事(话)详情(a)(iv)(v)(vi)段述详情
(2) 第(1)款适 ——
(a) 属第20(1)条公司定义指公司
(b) 公司(清盘杂项条文)条例(第32章)第326条界定非注册公司
(3) 施行第(1)款处长须收须根第26条订立规例缴付费容许某处长认合适形式查阅公司登记册资料
(4) 施行第(1)款处长收须根第26条订立规例缴付费处长认合适形式某交出公司登记册文件资料文核证真实副限该文件资料提供予公众查阅范围方交出该文核证真实副
(5) 条中 ——
取消资格令 (disqualification order)某言指容命令：该命令日期起计段该命令中指明期间该未法院许 ——
(a) 担第(1)款适公司董事清盘时清盘
(b) 担述公司财产接理
(c) 直接间接方式关涉参述公司发起组成理
45 Registrar must make Companies Register available for public inspection
(1) The Registrar must make the Companies Register available for public inspection at all reasonable times so as to enable any member of the public—
(a) to ascertain whether the member of the public is dealing with—
(i) a company to which this subsection applies or its directors or other officers in matters of or connected with any act of the company
(ii) a director or other officers of such a company in matters of or connected with the administration of the company or of its property
(iii) a person against whom a disqualification order has been made by a court
(iv) a person who has entered into possession of the property of such a company as mortgagee
(v) a person who is appointed as the provisional liquidator or liquidator in the winding up of such a company or
(vi) a person who is appointed as the receiver or manager of the property of such a company and
(b) to ascertain the particulars of the company its directors or other officers or its former directors (if any) or the particulars of any person mentioned in paragraph (a)(iv) (v) or (vi)
(2) Subsection (1) applies to—
(a) a company falling within the definition of company in section 20(1) and
(b) an unregistered company as defined by section 326 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(3) For the purposes of subsection (1) the Registrar must on receiving the fee payable under the regulations made under section 26 allow a person to inspect any information on the Companies Register in any form that the Registrar thinks fit
(4) For the purposes of subsection (1) the Registrar may on receiving the fee payable under the regulations made under section 26 produce to a person a copy or a certified true copy of any document or information on the Companies Register in so far as the document or information may be made available for public inspection in any form that the Registrar thinks fit
(5) In this section—
disqualification order (取消资格令) in relation to a person means an order that for a period specified in the order beginning on the date of the order the person must not without the leave of the court—
(a) be a director or a liquidator or provisional liquidator of any company to which subsection (1) applies
(b) be a receiver or manager of the property of such a company or
(c) in any way whether directly or indirectly be concerned or take part in the promotion formation or management of such a company
46 处长核证真实副接纳证
法律程序中 ——
(a) 某文件根第45(4)条交出资料文处长核证该资料真实副该文件交出接纳证需加证明
(b) 没相反证情况该文件根(a)段接纳证该资料证明
46 Registrar’s certified true copy admissible as evidence
In any proceedings—
(a) a document purporting to be a copy of any information produced under section 45(4) and purporting to be certified by the Registrar as a true copy of the information is admissible in evidence on its production without further proof and
(b) on being admitted in evidence under paragraph (a) the document is proof of the information in the absence of evidence to the contrary
第7分部 —— 公司登记册公众查阅资料
Division 7—Materials in Companies Register Unavailable for Public Inspection
第1次分部 —— 般保护
Subdivision 1—General Protection
47 释义
(尚未实施)
次分部中 ——
提供址 (withheld address)指根第49(1)(a)条提供予公众查阅址
提供身分识号码 (withheld identification number)指根第49(1)(b)条提供予公众查阅号码
提供资料 (withheld information)指提供址提供身分识号码
47 Interpretation
(Not yet in operation)
In this Subdivision—
withheld address (提供址) means an address withheld from public inspection under section 49(1)(a)
withheld identification number (提供身分识号码) means a number withheld from public inspection under section 49(1)(b)
withheld information (提供资料) means a withheld address or a withheld identification number
48 获法律法院命令免公众查阅资料
资料属获某条例某法院命令免公众查阅资料属根某条例获免公众查阅资料处长根第45条提供该资料公众查阅
48 Information excluded from public inspection by law or court order
The Registrar must not make available for public inspection under section 45 any information excluded from public inspection by or under an Ordinance or by an order of the court
49 处长提供住址身分识号码公众查阅
(尚未实施)
(1) 处长应款目提出申请根第45 条提供资料公众查阅 ——
(a) 载款适文件申请关址该址作申请处点址载该文件
(b) 载款适文件号码该号码作申请身分证护完整号码载该文件
(2) 第(1)款适条生效日期前日根条例交付处长登记文件 ——
(a) 条例
(b) 公司(清盘杂项条文)条例(第32章)
(c) 前身条例
(3) 处长根第(1)(a)款提供某址公众查阅处长须代提供载该申请作该通讯址址公众查阅
(4) 第(1)(a)款目提出申请公司董事备董事公司秘书公司前董事前备董事前公司秘书提出第(1)(b)款目提出申请提出
(5) 第56(6)条规定该条指明5年期间须董事登记册记入某址作董事通常住址通讯址该期间该址第(1)款目提出申请
(6) 第56(7)条禁止该条指明5年期间董事登记册记入某址作董事通讯址某份通知申报表述明该址作董事更改通讯址该期间该址第(1) 款目提出申请
(7) 第(1)款目提出申请须 ——
(a) 载根第(8)(a)款订立规例规定资料
(b) 附根第(8)(b)款订立规例规定文件
(c) 附根第(8)(c) 款订立规例订明费
(8) 财政司司长订立规例 ——
(a) 订定第(1)款目提出申请须载资料包括 ——
(i) 施行第(3)款规定通讯址
(ii) 处长述申请指明资料
(b) 订定述申请须附文件包括处长述申请指明文件
(c) 订明述申请须附费
(d) 处长决定述申请求提供额外文件资料权力订定条文
(9) 述规例规定施行第(3) 款规定通讯址邮政信箱号码
(10) 条中 ——
关址 (relevant address)第(1) 款目提出申请申请言指该申请申请书中指明该申请载关址文件日期通常住址
49 Registrar may withhold residential address and identification number from public inspection
(Not yet in operation)
(1) The Registrar may on application made for the purposes of this subsection withhold from public inspection under section 45—
(a) a relevant address of the applicant contained as an address of the applicant’s location in a document to which this subsection applies or
(b) a number contained as the full number of the identity card or passport of the applicant in a document to which this subsection applies
(2) Subsection (1) applies to a document delivered to the Registrar for registration under any of the following Ordinances before on or after the commencement date of this section—
(a) this Ordinance
(b) the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(c) the predecessor Ordinance
(3) If a person’s address is withheld from public inspection under subsection (1)(a) the Registrar must instead make available for public inspection an address contained in the person’s application as the person’s correspondence address
(4) An application for the purposes of subsection (1)(a) may be made only by a director reserve director or company secretary or a former director reserve director or company secretary of a company An application for the purposes of subsection (1)(b) may be made by any person
(5) If an address is required by section 56(6) to be entered in a register of directors as the usual residential address and the correspondence address of a director within a period of 5 years specified in that section an application must not be made for the purposes of subsection (1) in relation to the address during the period
(6) If an address is not prohibited by section 56(7) from being entered in a register of directors as the correspondence address of a director or from being stated in a notice or return as the changed correspondence address of a director during a period of 5 years specified in that section an application must not be made for the purposes of subsection (1) in relation to the address during the period
(7) An application for the purposes of subsection (1) must—
(a) contain the information required by regulations made under subsection (8)(a)
(b) be accompanied by the documents required by regulations made under subsection (8)(b) and
(c) be accompanied by a fee prescribed by regulations made under subsection (8)(c)
(8) The Financial Secretary may make regulations—
(a) providing for the information to be contained in an application made for the purposes of subsection (1) including—
(i) the correspondence address required for the purposes of subsection (3) and
(ii) any other information specified by the Registrar for such an application
(b) providing for the documents to accompany such an application including any document specified by the Registrar for such an application
(c) prescribing the fees to accompany such an application and
(d) providing for the powers of the Registrar to require additional documents and information to be provided to the Registrar for the purposes of determining such an application
(9) The regulations may provide that the correspondence address required for the purposes of subsection (3) must not be a post office box number
(10) In this section—
relevant address (关址) in relation to an applicant who makes an application for the purposes of subsection (1) means an address specified by the applicant in the application as a usual residential address of the applicant as at the date of the document in which the address is contained
50 披露提供资料限制
(尚未实施)
非 ——
(a) 属第51条准许者
(b) 第52条规定
否处长披露提供资料
50 Restriction on use or disclosure of withheld information
(Not yet in operation)
The Registrar must not use or disclose withheld information except—
(a) as permitted by section 51 or
(b) in accordance with section 52
51 处长获准许披露提供资料情况
(尚未实施)
(1) 处长 ——
(a) 关董事备董事公司秘书进行通讯提供址
(b) 关进行通讯提供身分识号码
(2) 处长执行职目执行职关连情况提供资料
(3) 处长应款目提出申请根第(5)(e)款订立规例指明披露提供资料述披露根第(5)款订立规例作出
(4) 第(3)款目提出申请须 ——
(a) 载根第(5)(a)款订立规例规定资料
(b) 附根第(5)(b)款订立规例规定文件
(c) 附根第(5)(c)款订立规例订明费
(5) 财政司司长订立规例 ——
(a) 订定第(3)款目提出申请须载资料包括处长述申请指明资料
(b) 订定述申请须附文件包括处长述申请指明文件
(c) 订明须第(3)款目缴付须附述申请费
(d) 处长决定述申请求提供额外文件资料权力订定条文
(e) 指明获披露提供资料士
(f) 订定什条件该等士披露提供资料包括该等士披露该等资料范围
51 Permitted use or disclosure of withheld information by Registrar
(Not yet in operation)
(1) The Registrar may use—
(a) a withheld address for communicating with the director reserve director or company secretary in question or
(b) a withheld identification number for communicating with the person in question
(2) The Registrar may use withheld information for the purpose of or in connection with the performance of the Registrar’s functions
(3) The Registrar may on application made for the purposes of this subsection disclose withheld information to a person specified by regulations made under subsection (5)(e) A disclosure may only be made in accordance with regulations made under subsection (5)
(4) An application for the purposes of subsection (3) must—
(a) contain the information required by regulations made under subsection (5)(a)
(b) be accompanied by the documents required by regulations made under subsection (5)(b) and
(c) be accompanied by a fee prescribed by regulations made under subsection (5)(c)
(5) The Financial Secretary may make regulations—
(a) providing for the information to be contained in an application made for the purposes of subsection (3) including any information specified by the Registrar for such an application
(b) providing for the documents to accompany such an application including any document specified by the Registrar for such an application
(c) prescribing the fees payable for the purposes of subsection (3) to accompany such an application
(d) providing for the powers of the Registrar to require additional documents and information to be provided to the Registrar for the purposes of determining such an application
(e) specifying the persons to whom withheld information may be disclosed and
(f) providing for the conditions in accordance with which withheld information may be disclosed to such persons including the extent to which such information may be disclosed to them
52 根原讼法庭命令作出披露
(尚未实施)
(1) 情况原讼法庭作出命令饬令处长披露提供址 ——
(a) 情况 ——
(i) 证显示文件送达第49(1)条指申请载作通讯址址起关董事备董事公司秘书知悉该文件作
(ii) 强制执行法院命令判令关连情况披露该提供址必合宜
(b) 原讼法庭信纳作出该命令适
(2) 情况原讼法庭作出命令饬令处长披露提供身分识号码 ——
(a) 强制执行法院命令判令关连情况披露该号码必合宜
(b) 原讼法庭信纳作出该命令适
(3) 第(1)(2)款指命令应士申请作出 ——
(a) 根条例公司(清盘杂项条文)条例(第32章)前身条例交付处长登记载提供资料文件关公司债权
(b) 原讼法庭觉具充分利害关系
(4) 第(1)(2)款指命令须指明授权作出披露作出什目作出
52 Disclosure under order of Court
(Not yet in operation)
(1) The Court may make an order for the disclosure by the Registrar of a withheld address—
(a) if—
(i) there is evidence that the service of documents at an address contained in an application under section 49(1) as the correspondence address is not effective to bring them to the notice of the director reserve director or company secretary in question or
(ii) it is necessary or expedient for the withheld address to be disclosed in connection with the enforcement of an order or decree of a court and
(b) if the Court is satisfied that it is appropriate to make the order
(2) The Court may make an order for the disclosure by the Registrar of a withheld identification number—
(a) if it is necessary or expedient for the number to be disclosed in connection with the enforcement of an order or decree of a court and
(b) if the Court is satisfied that it is appropriate to make the order
(3) An order under subsection (1) or (2) may be made on the application of—
(a) a creditor of the company in respect of which the document containing the withheld information is delivered to the Registrar for registration under this Ordinance the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or the predecessor Ordinance or
(b) any other person appearing to the Court to have a sufficient interest
(4) An order under subsection (1) or (2) must specify the persons to whom and purposes for which the disclosure is authorized
第2次分部 —— 载某文件住址身分识号码保护
(尚未实施)
Subdivision 2—Protection of Residential Address and Identification Number Contained in Certain Documents
(Not yet in operation)
53 释义
(尚未实施)
(1) 次分部中 ——
关通讯址 (relevant correspondence address)公司董事言指载文件中较交付处长登记份作该董事通讯址址 ——
(a) 该公司属第20(1)条公司定义(a)(b)段指公司 ——
(i) 根第67(1)(b)条该公司组成交付处长登记法团成立表格
(ii) 根第645(1)(2)条该公司董事委备董事提名交付处长登记通知
(iii) 根第645(4)条公司董事登记册载详情方面出现更改交付处长登记通知
(iv) 根第684(1)(d)条委公司董事交付处长登记通知
(v) 第807(1)条目公司注册交付申请
(b) 该公司属第20(1)条公司定义(a)(b)段指公司 ——
(i) 根第776(2)(3)条注册该公司处长提出申请
(ii) 根第791(1)条该公司董事方面出现更改交付处长登记申报表
(iii) 根第791(1)条已根第16部交付处长该公司董事详情方面出现更改交付处长登记申报表
受保护址 (protected address)第(2)(a)款规限指属第54(2)(a)条指者址
受保护身分识号码 (protected identification number)指属第54(2)(b)条指者号码
受保护资料 (protected information)指受保护址受保护身分识号码
董事 (director)包括根第455(1)条提名备董事
(2) 施行次分部 ——
(a) 假某关公司董事该址会仅属第54(2)(a)条指者址
(b) 提述董事该范围包括前董事
(3) 第(2)(b)款适第5556条中董事提述
53 Interpretation
(Not yet in operation)
(1) In this Subdivision—
director (董事) includes a person nominated as a reserve director under section 455(1)
protected address (受保护址) means subject to subsection (2)(a) an address that falls within section 54(2)(a)
protected identification number (受保护身分识号码) means a number that falls within section 54(2)(b)
protected information (受保护资料) means a protected address or a protected identification number
relevant correspondence address (关通讯址) in relation to a director of a company means the address contained as the correspondence address of the director in whichever is the most recent of the following—
(a) in the case of a company other than those falling within paragraph (a) or (b) of the definition of company in section 20(1)—
(i) an incorporation form delivered to the Registrar for registration under section 67(1)(b) in relation to the formation of the company
(ii) a notice delivered to the Registrar for registration under section 645(1) or (2) in relation to the appointment of a director or the nomination of a reserve director of the company
(iii) a notice delivered to the Registrar for registration under section 645(4) in relation to a change in the particulars contained in the register of directors of the company
(iv) a notice delivered to the Registrar for registration under section 684(1)(d) in relation to the appointment of a director of the company or
(v) an application delivered for the purposes of section 807(1) in relation to the registration of the company
(b) in the case of a company falling within paragraph (a) or (b) of the definition of company in section 20(1)—
(i) an application to the Registrar under section 776(2) or (3) for registration of the company
(ii) a return delivered to the Registrar for registration under section 791(1) in relation to a change in the directors of the company or
(iii) a return delivered to the Registrar for registration under section 791(1) in relation to a change in the particulars of the directors of the company delivered to the Registrar under Part 16
(2) For the purposes of this Subdivision—
(a) an address of a person does not cease to fall within section 54(2)(a) just because the person ceases to be a director of the company and
(b) a reference to a director includes to that extent a former director
(3) Subsection (2)(b) does not apply to a reference to a director in section 55 or 56
54 处长提供住址身分识号码公众查阅
(尚未实施)
(1) 情况第(2)款适 ——
(a) 已 ——
(i) 根条例公司(清盘杂项条文)条例(第32章)公司文件交付处长登记该文件符合关条例订明根关条例订明根关条例指明格式
(ii) 根附表11释义通条例(第1章)第23条具持续效力前身条例条文公司文件交付处长登记该文件符合根第914(6)(a)(8)(a)条指明格式
(b) 关条例规定该文件某部分须载资料该部分载资料 ——
(i) 该公司董事通常住址
(ii) 身分证护完整号码
(c) 处长第27(1)条目记录载该文件资料
(2) 处长根第45(1)条提供资料公众查阅 ——
(a) (关条例规定某文件某部分须载关公司董事通常住址)作该董事通常住址载该文件该部分址
(b) (关条例规定某文件某部分须载某身分证护完整号码)作该身分证护完整号码载该文件该部分号码
(3) 条中 ——
关条例 (relevant Ordinance)根某条例交付处长登记文件文件部分言指该条例
54 Registrar must not make residential address and identification number available for public inspection
(Not yet in operation)
(1) Subsection (2) applies if—
(a) a document—
(i) is delivered to the Registrar for registration in respect of a company under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) and is in a form prescribed by or under or specified under the relevant Ordinance or
(ii) is delivered to the Registrar for registration in respect of a company under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) and is in a form specified under section 914(6)(a) or (8)(a)
(b) any part of the document is required by the relevant Ordinance to contain and contains—
(i) the usual residential address of a director of the company or
(ii) the full number of the identity card or passport of any person and
(c) the Registrar records the information contained in the document for the purposes of section 27(1)
(2) The Registrar must not make available for public inspection under section 45(1)—
(a) an address contained as the usual residential address of a director of the company in any part of the document that is required by the relevant Ordinance to contain that usual residential address or
(b) a number contained as the full number of the identity card or passport of any person in any part of the document that is required by the relevant Ordinance to contain that full number
(3) In this section—
relevant Ordinance (关条例) in relation to a document or any part of a document means the Ordinance under which the document is delivered to the Registrar for registration
55 处长提供受保护址查阅
(尚未实施)
(1) 第54(2)(a)条规定符合条件处长第56条提供受保护址公众查阅 ——
(a) 处长已关董事发出通讯求指明限期作出回应尚未收回复
(b) 证显示处长文件送达关董事关通讯址起该董事知悉该文件作
(2) 非符合条件否处长作出第(1)款指决定 ——
(a) 处长已通知关董事关公司指处长建议根第(1)款提供关受保护址公众查阅
(b) 处长已考虑根第(3)(b)款指明限期提出申述
(3) 第(2)(a)款指通知 ——
(a) 须述明作出关建议理
(b) 须指明提供受保护址根第(1)款公众查阅前提出申述限期
(4) 第(2)(a)款指通知须址送交关董事 ——
(a) 关受保护址
(b) (处长觉通知送达该受保护址许起该董事知悉该通知作)该董事关通讯址
55 Registrar may make protected address available for inspection
(Not yet in operation)
(1) Despite section 54(2)(a) the Registrar may make a protected address available for public inspection in accordance with section 56 if—
(a) communications sent by the Registrar to the director and requiring a response within a specified period remain unanswered or
(b) there is evidence that the service of documents by the Registrar at the relevant correspondence address of the director is not effective to bring them to the notice of the director
(2) The Registrar must not make a decision under subsection (1) unless the Registrar—
(a) has notified the director and the company that he or she proposes to make the protected address available for public inspection under subsection (1) and
(b) has considered any representation made within the period specified under subsection (3)(b)
(3) A notice under subsection (2)(a)—
(a) must state the grounds for the proposal and
(b) must specify a period within which representations may be made before the protected address is made available for public inspection under subsection (1)
(4) A notice under subsection (2)(a) must be sent to the director—
(a) at the protected address or
(b) if it appears to the Registrar that service at the protected address may not be effective to bring it to the notice of the director at the relevant correspondence address of the director
56 补充第55条条文
(尚未实施)
(1) 处长根第55(1)条提供受保护址公众查阅处长须犹情况发生般进行事 ——
(a) 通知根第645(4)条交付处长登记述明关董事通讯址已改该受保护址
(b) 申报表根第791条交付处长登记述明关董事通讯址已改该受保护址
(2) 处长述般行事须发出关事书面通知予 ——
(a) 关董事
(b) 关公司
(3) 书面通知须关受保护址述明决定日期
(4) 第(2)(a)款指书面通知须址送交关董事 ——
(a) 关受保护址
(b) (处长觉通知送达该受保护址许起该董事知悉该通知作) 该董事关通讯址
(5) 公司收书面通知须董事登记册记入关受保护址作关董事通讯址
(6) 关某受保护址决定日期5年关董事通知公司该董事址作通常住址 ——
(a) 该公司须董事登记册记入该址作该董事通常住址通讯址
(b) 该公司须犹该董事通讯址已改该址情况处理第645(4)791条指通知申报表
(7) 关某受保护址决定日期5年期间 ——
(a) 公司董事登记册记入址外址作董事通讯址 ——
(i) 该受保护址
(ii) (根第55(1)条提供该受保护址公众查阅该董事作通常住址址通知该公司)通知该公司址
(b) 公司第645(4)791条指通知申报表述明关董事通讯址已改址外址 ——
(i) 该受保护址
(ii) (根第55(1)条提供该受保护址公众查阅该董事作通常住址址通知该公司)通知该公司址
(8) 第(5)(6)(a)(7)(a)款适 ——
(a) 根第777(1)条注册非香港公司
(b) 第16部生效日期前时间根前身条例第333AA条备存登记册注册公司
(9) 公司违反第(5)(6)(7)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(10) 条中 ——
决定日期 (decision date) 受保护址言指处长决定根第55(1)条提供该受保护址公众查阅日期
56 Provision supplementary to section 55
(Not yet in operation)
(1) If the Registrar is to make a protected address available for public inspection under section 55(1) he or she must proceed as if—
(a) a notice had been delivered to the Registrar for registration under section 645(4) stating that the correspondence address of the director is changed to the protected address or
(b) a return had been delivered to the Registrar for registration under section 791 stating that the correspondence address of the director is changed to the protected address
(2) The Registrar must give written notice of having done so—
(a) to the director and
(b) to the company
(3) A written notice must also state the decision date in relation to the protected address
(4) A written notice under subsection (2)(a) must be sent to the director—
(a) at the protected address or
(b) if it appears to the Registrar that service at the protected address may not be effective to bring it to the notice of the director at the relevant correspondence address of the director
(5) On receipt of a written notice the company must enter the protected address in its register of directors as the correspondence address of the director
(6) If within 5 years after the decision date for a protected address the director notifies the company of another address as his or her usual residential address—
(a) the company must enter that other address in its register of directors as the usual residential address and the correspondence address of the director and
(b) the company must proceed with the notice or return under section 645(4) or 791 as if the correspondence address of the director was also changed to that other address
(7) During the period of 5 years after the decision date for a protected address—
(a) the company must not enter in its register of directors as the correspondence address of the director any address other than—
(i) the protected address or
(ii) if after the protected address is made available for public inspection under section 55(1) an address is notified by the director to the company as his or her usual residential address the address so notified and
(b) the company must not state in the notice or return under section 645(4) or 791 that the correspondence address of the director is changed to any address other than—
(i) the protected address or
(ii) if after the protected address is made available for public inspection under section 55(1) an address is notified by the director to the company as his or her usual residential address the address so notified
(8) Subsections (5) (6)(a) and (7)(a) do not apply to—
(a) a nonHong Kong company registered under section 777(1) or
(b) a company that was at any time before the commencement date of Part 16 registered in the register kept under section 333AA of the predecessor Ordinance
(9) If a company contravenes subsection (5) (6) or (7) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(10) In this section—
decision date (决定日期) in relation to a protected address means the date on which the Registrar decides to make the protected address available for public inspection under section 55(1)
57 披露受保护资料限制
(尚未实施)
非 ——
(a) 属第58条准许者
(b) 第59条规定
否处长披露受保护资料
57 Restriction on use or disclosure of protected information
(Not yet in operation)
The Registrar must not use or disclose protected information except—
(a) as permitted by section 58 or
(b) in accordance with section 59
58 处长获准许披露受保护资料情况
(尚未实施)
(1) 处长 ——
(a) 关董事进行通讯受保护址
(b) 关进行通讯受保护身分识号码
(2) 处长执行职目执行职关连情况受保护资料
(3) 处长应款目提出申请根第(5)(e)款订立规例指明披露受保护资料述披露根第(5)款订立规例作出
(4) 第(3)款目提出申请须 ——
(a) 载根第(5)(a)款订立规例规定资料
(b) 附根第(5)(b)款订立规例规定文件
(c) 附根第(5)(c)款订立规例订明费
(5) 财政司司长订立规例 ——
(a) 订定第(3)款目提出申请须载资料包括处长述申请指明资料
(b) 订定述申请须附文件包括处长述申请指明文件
(c) 订明须第(3)款目缴付须附述申请费
(d) 处长决定述申请求提供额外文件资料权力订定条文
(e) 指明获披露受保护资料士
(f) 订定什条件该等士披露受保护资料包括该等士披露该等资料范围
58 Permitted use or disclosure of protected information by Registrar
(Not yet in operation)
(1) The Registrar may use—
(a) a protected address for communicating with the director in question or
(b) a protected identification number for communicating with the person in question
(2) The Registrar may use protected information for the purpose of or in connection with the performance of the Registrar’s functions
(3) The Registrar may on application made for the purposes of this subsection disclose protected information to a person specified by regulations made under subsection (5)(e) A disclosure may only be made in accordance with regulations made under subsection (5)
(4) An application for the purposes of subsection (3) must—
(a) contain the information required by regulations made under subsection (5)(a)
(b) be accompanied by the documents required by regulations made under subsection (5)(b) and
(c) be accompanied by a fee prescribed by regulations made under subsection (5)(c)
(5) The Financial Secretary may make regulations—
(a) providing for the information to be contained in an application made for the purposes of subsection (3) including any information specified by the Registrar for such an application
(b) providing for the documents to accompany such an application including any document specified by the Registrar for such an application
(c) prescribing the fees payable for the purposes of subsection (3) to accompany such an application
(d) providing for the powers of the Registrar to require additional documents and information to be provided to the Registrar for the purposes of determining such an application
(e) specifying the persons to whom protected information may be disclosed and
(f) providing for the conditions in accordance with which protected information may be disclosed to such persons including the extent to which such information may be disclosed to them
59 根原讼法庭命令作出披露
(尚未实施)
(1) 情况原讼法庭作出命令饬令处长披露受保护址 ——
(a) 情况 ——
(i) 证显示文件送达关董事关通讯址起该董事知悉该文件作
(ii) 强制执行法院命令判令关连情况披露该受保护址必合宜
(b) 原讼法庭信纳作出该命令适
(2) 情况原讼法庭作出命令饬令处长披露受保护身分识号码 ——
(a) 强制执行法院命令判令关连情况披露该号码必合宜
(b) 原讼法庭信纳作出该命令适
(3) 第(1)(2)款指命令应士申请作出 ——
(a) 根条例公司(清盘杂项条文)条例(第32章)交付处长登记载受保护资料文件关公司债权
(b) 原讼法庭觉具充分利害关系
(4) 第(1)(2)款指命令须指明授权作出披露作出什目作出
59 Disclosure under order of Court
(Not yet in operation)
(1) The Court may make an order for the disclosure by the Registrar of a protected address—
(a) if—
(i) there is evidence that the service of documents at the relevant correspondence address of the director is not effective to bring them to the notice of the director or
(ii) it is necessary or expedient for the protected address to be disclosed in connection with the enforcement of an order or decree of a court and
(b) if the Court is satisfied that it is appropriate to make the order
(2) The Court may make an order for the disclosure by the Registrar of a protected identification number—
(a) if it is necessary or expedient for the number to be disclosed in connection with the enforcement of an order or decree of a court and
(b) if the Court is satisfied that it is appropriate to make the order
(3) An order under subsection (1) or (2) may be made on the application of—
(a) a creditor of the company in respect of which the document containing the protected information is delivered to the Registrar for registration under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or
(b) any other person appearing to the Court to have a sufficient interest
(4) An order under subsection (1) or (2) must specify the persons to whom and purposes for which the disclosure is authorized
第3次分部 —— 补充条文
Subdivision 3—Supplementary
60 禁止范围
分部禁止藉提述源某特定种类文件资料适 ——
(a) 该项禁止影响透方式提供该资料公众查阅
(b) 该资料源种类文件该项禁止该种类文件适该项禁止影响该资料提供予公众查阅
60 Extent of prohibition
If a prohibition under this Division applies by reference to information deriving from a particular description of document the prohibition does not affect—
(a) the availability for public inspection of the information through other means and
(b) the availability for public inspection of the information deriving from another description of document in relation to which the prohibition does not apply
第8分部 —— 杂项
Division 8—Miscellaneous
61 处长方式发出证明书
(1) 处长认合适方式发出条例订证明书
(2) 局限第(1)款订处长权力原处长电子纪录形式发出证明书
61 Registrar may issue certificates in any manner
(1) The Registrar may issue a certificate under this Ordinance in any manner the Registrar thinks fit
(2) Without limiting the powers of the Registrar under subsection (1) the Registrar may issue a certificate in the form of an electronic record
62 处长须负责核实资料
处长须负责核实 ——
(a) 交付处长文件载资料真实性
(b) 文件交付处长权限
62 Registrar not responsible for verifying information
The Registrar is not responsible for verifying—
(a) the truth of the information contained in a document delivered to the Registrar or
(b) the authority under which a document is delivered to the Registrar
63 豁免权
(1) 处长公职员均会 ——
(a) 执行意执行条例订职情况
(b) 行意行条例订权力情况
真诚作出真诚作出事情招致民事法律责均该等事情针处长公职员提出民事诉讼
(2) 某受保障条例目提供某服务采电子形式资料藉着该服务公众提供某受保障条例目磁带电子模式提供资料该资料中出现错误遗漏该错误遗漏 ——
(a) 履行该受保障责通常程中真诚作出
(b) 该服务缺失障出现产生该服务提供资料设备缺失障出现产生
该受保障须该服务资料者该错误遗漏蒙受损失损害承担法律责
(3) 某受保障条例目提供某服务设施藉着该服务设施文件藉电子方式交付处长藉着该服务设施交付处长文件中出现错误遗漏该错误遗漏 ——
(a) 履行该受保障责通常程中真诚作出
(b) 该服务设施缺失障出现产生该服务设施设备缺失障出现产生
该受保障须该服务设施者该错误遗漏蒙受损失损害承担法律责
(4) 第(2)(3)款错误遗漏赋予受保障保障影响政府侵权法该错误遗漏法律责
(5) 条中 ——
受保障 (protected person)指获处长授权提供关资料提供关服务设施
63 Immunity
(1) Neither the Registrar nor any public officer incurs any civil liability and no civil action may lie against the Registrar or any public officer in respect of anything done or omitted to be done by him or her in good faith—
(a) in the performance or purported performance of functions under this Ordinance or
(b) in the exercise or purported exercise of powers under this Ordinance
(2) Where for the purposes of this Ordinance a protected person provides a service by means of which information in electronic form is supplied to the public or supplies information by means of magnetic tapes or any electronic mode the protected person is not personally liable for any loss or damage suffered by a user of the service or information by reason of an error or omission appearing in the information if the error or omission—
(a) was made in good faith and in the ordinary course of the discharge of the protected person’s duties or
(b) has occurred or arisen as a result of any defect or breakdown in the service or any equipment used for the service or for supplying the information
(3) Where for the purposes of this Ordinance a protected person provides a service or facility by means of which documents may be delivered to the Registrar by electronic means the protected person is not personally liable for any loss or damage suffered by a user of the service or facility by reason of an error or omission appearing in a document delivered to the Registrar by means of the service or facility if the error or omission—
(a) was made in good faith and in the ordinary course of the discharge of the protected person’s duties or
(b) has occurred or arisen as a result of any defect or breakdown in the service or facility or in any equipment used for the service or facility
(4) The protection given to a protected person by subsections (2) and (3) in respect of an error or omission does not affect any liability of the Government in tort for the error or omission
(5) In this section—
protected person (受保障) means a person authorized by the Registrar to supply the information or provide the service or facility
64 文件核证译出现歧异
(1) 情况条适 ——
(a) 公司第31(1)(b)条目采种非英文非中文语文文件核证译附该文件交付处长
(b) 采该语文该文件该文件核证译出现歧异
(2) 述译关述文件出现歧异范围述公司针第三者赖该译
(3) 述译关述文件出现歧异范围第三者针述公司赖该译该第三者 ——
(a) 知悉采述语文该文件容
(b) 实际该译关该文件出现歧异范围赖该译
属例外
(4) 条中 ——
第三者 (third party)指关公司外
64 Discrepancy between document and certified translation
(1) This section applies if—
(a) a certified translation of a document is delivered by a company to the Registrar for the purposes of section 31(1)(b) to accompany the document in a language other than English or Chinese and
(b) there is a discrepancy between the document in that language and the certified translation of the document
(2) The company may not rely on that translation in so far as it relates to the discrepancy as against a third party
(3) A third party may not rely on that translation in so far as it relates to the discrepancy as against the company unless the third party—
(a) had no knowledge of the contents of the document in that language and
(b) had actually relied on that translation in so far as it relates to the discrepancy
(4) In this section—
third party (第三者) means a person other than the company
65 登记册簿册文件进行销毁等罪行
(1) 益意图引致蒙受损失诚实销毁删更改污损隐藏 ——
(a) 属处长办事处处长办事处存档存放登记册簿册文件
(b) 该等登记册簿册文件电子纪录微缩软片影纪录
属犯罪
(2) 犯第(1)款订罪行公诉程序定罪处监禁7年
(3) 意恶意销毁删更改污损隐藏 ——
(a) 属处长办事处处长办事处存档存放登记册簿册文件
(b) 该等登记册簿册文件电子纪录微缩软片影纪录
属犯罪
(4) 犯第(3)款订罪行 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
___________
65 Offence for destruction etc of registers books or documents
(1) A person commits an offence if the person dishonestly with a view to gain for the person’s own self or another or with intent to cause loss to another destroys removes alters defaces or conceals—
(a) any register book or document belonging to or filed or deposited in the office of the Registrar or
(b) any electronic record microfilm image or other record of such register book or document
(2) A person who commits an offence under subsection (1) is liable on conviction on indictment to imprisonment for 7 years
(3) A person commits an offence if the person wilfully or maliciously destroys removes alters defaces or conceals—
(a) any register book or document belonging to or filed or deposited in the office of the Registrar or
(b) any electronic record microfilm image or other record of such register book or document
(4) A person who commits an offence under subsection (3) is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
___________
第3部
Part 3
公司组成相关事宜公司重新注册
(格式变更——2013年第1号编辑修订纪录)
Company Formation and Related Matters and Reregistration of Company
(Format changes—ER 1 of 2013)
第1分部 —— 公司组成
Division 1—Company Formation
第1次分部 —— 关组成般规定
Subdivision 1—General Requirements for Formation
66 公司类
公司根条例组成 ——
(a) 公众股份限公司
(b) 私股份限公司
(c) 股公众限公司
(d) 股私限公司
(e) 股担保限公司
66 Types of companies
Only the following companies may be formed under this Ordinance—
(a) a public company limited by shares
(b) a private company limited by shares
(c) a public unlimited company with a share capital
(d) a private unlimited company with a share capital
(e) a company limited by guarantee without a share capital
67 公司组成
(1) 藉 ——
(a) 拟组成公司章程细签署
(b) 文件交付处长登记 ——
(i) 符合指明格式法团成立表格
(ii) 关章程细文
组成公司
(2) 公司合法目组成
67 Formation of company
(1) Any one or more persons may form a company by—
(a) signing the articles of the company intended to be formed and
(b) delivering to the Registrar for registration—
(i) an incorporation form in the specified form and
(ii) a copy of the articles
(2) A company may only be formed for a lawful purpose
68 法团成立表格容
(1) 法团成立表格 ——
(a) 拟组成公司言须载附表2第1条指明详情陈述
(b) 名该公司创办成员言须载附表2第2条指明详情
(c) 名该公司组成时担该公司董事言须载 ——
(i) 附表2第3条指明详情
(ii) 附表2第4条指明陈述
(d) 名该公司组成时担该公司公司秘书言中名该公司组成时担该公司联名公司秘书言须载附表2第5条指明详情
(e) 须载附表2第7条指明陈述
(f) 须载第70(1)条指明述明关规定已获遵守陈述
(2) 拟组成公司属股份限公司限公司法团成立表格须载附表2 第8 条指明陈述
68 Content of incorporation form
(1) An incorporation form must—
(a) in relation to the company intended to be formed contain the particulars and statements specified in section 1 of Schedule 2
(b) in relation to each founder member of the company contain the particulars specified in section 2 of Schedule 2
(c) in relation to each person who is to be a director of the company on the company’s formation contain—
(i) the particulars specified in section 3 of Schedule 2 and
(ii) the statement specified in section 4 of Schedule 2
(d) in relation to each person who is to be the company secretary or one of the joint company secretaries of the company on that formation contain the particulars specified in section 5 of Schedule 2
(e) contain the statements specified in section 7 of Schedule 2 and
(f) contain the statement of compliance specified in section 70(1)
(2) If the company intended to be formed is a company limited by shares or an unlimited company the incorporation form must also contain the statement specified in section 8 of Schedule 2
69 法团成立表格签署
法团成立表格须该表格列名创办成员签署(2名2名创办成员该表格列名)名该等成员签署
69 Signing of incorporation form
An incorporation form must be signed by the founder member named in the form or if 2 or more founder members are named by any one of those members
70 法团成立表格须载述明关规定已获遵守陈述
(1) 施行第68(1)(f)条指明陈述核证事项陈述 ——
(a) 条例中关拟组成公司注册规定已获遵守
(b) 关法团成立表格载资料陈述详情均属准确该公司章程细资料陈述详情相符
(2) 处长接受述明关规定已获遵守陈述作条例中关公司注册规定已获遵守充分证
70 Statement of compliance to be contained in incorporation form
(1) The statement specified for the purposes of section 68(1)(f) is a statement certifying that—
(a) all the requirements of this Ordinance in respect of the registration of the company intended to be formed have been complied with and
(b) the information statements and particulars contained in the incorporation form are accurate and consistent with those in the company’s articles
(2) The Registrar may accept the statement of compliance as sufficient evidence that all the requirements of this Ordinance in respect of the registration of the company have been complied with
第2次分部 —— 公司成立法团
Subdivision 2—Incorporation of Company
71 注册时发出公司注册证明书
(1) 注册法团成立表格根第67(1)(b)条交付章程细文时处长须发出公司注册证明书核证关公司 ——
(a) 已根条例成立法团
(b) 属限公司限公司
(2) 公司注册证明书须处长签署
71 Issue of certificate of incorporation on registration
(1) On registering an incorporation form and a copy of the articles delivered under section 67(1)(b) the Registrar must issue a certificate of incorporation certifying that the company—
(a) is incorporated under this Ordinance and
(b) is a limited company or an unlimited company
(2) A certificate of incorporation must be signed by the Registrar
72 公司注册证明书属确证
公司注册证明书属事项确证 ——
(a) 条例中关公司注册规定已获遵守
(b) 该公司已根条例注册
72 Conclusiveness of certificate of incorporation
A certificate of incorporation is conclusive evidence that—
(a) all the requirements of this Ordinance in respect of the registration of the company have been complied with and
(b) the company is registered under this Ordinance
73 成立法团效果
(1) 公司注册证明书述明法团成立日期日关创办成员时成该公司成员属法团体该法团体该证明书述明名称名名称更改根第107110770772条生效新名称名
(2) 关法团成立日期日该法团体力行具法团位公司职永久延续
(3) 关法团成立日期日关创办成员时成该公司成员负公司(清盘杂项条文)条例(第32章)述法律责该公司清盘时作出付款作该公司资产
73 Effect of incorporation
(1) On and after the date of incorporation stated in the certificate of incorporation the founder members and any other persons who may from time to time become the company’s members are a body corporate with the name stated in the certificate or if a change of name has effect under section 107 110 770 or 772 with the new name
(2) On and after the date of incorporation the body corporate is capable of exercising all the functions of an incorporated company and has perpetual succession
(3) On and after the date of incorporation the founder members and any other persons who may from time to time become the company’s members are liable to contribute to the assets of the company in the event of the company being wound up as is mentioned in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
74 董事书面意交付
(1) 附表2第4(b)(ii)条目拟组成公司予份意须符合指明格式须该公司成立法团15日交付处长登记
(2) 第(1)款遭违反公司名责第69条目签署法团成立表格创办成员均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(3) 条订罪行某创办成员提起法律程序中确立该成员已采取切合理步骤确保第(1)款获遵守属免责辩护
74 Delivery of director’s written consent
(1) Each consent given for the purposes of section 4(b)(ii) of Schedule 2 in relation to a company intended to be formed must be delivered in the specified form to the Registrar for registration not later than 15 days after the date of incorporation of the company
(2) If subsection (1) is contravened the company every responsible person of the company and the founder member who signs the incorporation form for the purposes of section 69 commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(3) In any proceedings against a founder member for an offence under this section it is a defence to establish that the founder member took all reasonable steps to secure compliance with subsection (1)
第2分部 —— 公司章程细
Division 2—Company Articles
第1次分部 —— 般条文
Subdivision 1—General
75 订明公司规例章程细
公司须章程细订明该公司规例
75 Articles prescribing regulations for company
A company must have articles prescribing regulations for the company
76 章程细语文
公司章程细须采中文英文
(2018年第35号第7条修订)
76 Language of articles
A company’s articles must be in English or Chinese
(Amended 35 of 2018 s 7)
77 章程细格式
公司章程细须分成段落该等段落须序编号
77 Form of articles
A company’s articles must be divided into paragraphs and the paragraphs must be numbered consecutively
第2次分部 —— 章程细范
Subdivision 2—Model Articles
78 财政司司长订明章程细范
(1) 财政司司长藉宪报刊登公告公司订明章程细范
(2) 条指章程细范修订影响该修订生效前成立法团公司
78 Financial Secretary may prescribe model articles
(1) The Financial Secretary may by notice published in the Gazette prescribe model articles for companies
(2) Any amendment of model articles under this section does not affect a company incorporated before the amendment takes effect
79 采纳章程细范
属某公司类公司采纳该公司类订明章程细范条文采纳该范全部条文作该公司章程细
79 Adoption of model articles
A company may adopt as its articles any or all of the provisions of the model articles prescribed for the type of company to which it belongs
80 章程细范适限公司
(1) 限公司成立法团时该公司属公司类订明时效章程细范适范围构成该公司章程细部分适方式范围犹该范已注册成该公司章程细样
(2) 公司注册章程细没订明该公司规例第(1)款适
(3) 公司注册章程细订明该公司规例该公司章程细述章程细范排变通第(1)款适
80 Application of model articles to limited company
(1) On the incorporation of a limited company the model articles that are prescribed for the type of company to which the company belongs and that are for the time being in force so far as applicable form part of the company’s articles in the same manner and to the same extent as if those model articles had been registered as the company’s articles
(2) Subsection (1) applies if the company’s registered articles do not prescribe any regulations for the company
(3) If the company’s registered articles prescribe any regulations for the company subsection (1) applies in so far as the articles do not exclude or modify the model articles
第3次分部 —— 章程细容效力
Subdivision 3—Content and Effect of Articles
81 公司名称
(1) 公司兼中文名称英文名称章程细须兼述明该中文名称该英文名称
(2) 公司中文名称英文名称章程细须述明该中文名称该英文名称
(2018年第35号第8条代)
81 Company name
(1) If a company has both an English name and a Chinese name its articles must state both the English name and the Chinese name
(2) If a company has only an English name or a Chinese name its articles must state the English name or the Chinese name
(Replaced 35 of 2018 s 8)
82 公司宗旨
(1) 处长根第103(2)条拟组成限公司组织批出特许证根第103(4)条限公司批出特许证该特许证效期间该公司章程细须述明该公司宗旨
(2) 公司章程细述明该公司宗旨
(3) 第(1)(2)款影响关公司章程细条例指明规定
82 Company’s objects
(1) If a licence is granted under section 103(2) to an association intended to be formed as a limited company or under section 103(4) to a limited company then during the period when the licence is in force the articles of the company must state the company’s objects
(2) The articles of any other company may state the company’s objects
(3) Subsections (1) and (2) do not affect any requirement relating to the articles of a company specified in any other Ordinance
83 成员法律责
(1) 限公司章程细须述明该公司成员法律责限
(2) 根条例组成注册限公司章程细须述明该公司成员法律责限
83 Members’ liabilities
(1) The articles of a limited company must state that the liability of its members is limited
(2) The articles of an unlimited company formed and registered under this Ordinance must state that the liability of its members is unlimited
84 限公司成员法律责分担
(1) 股份限公司章程细须述明该公司成员法律责该等成员持股份未缴款额限
(2) 担保限公司章程细须述明名属该公司成员均承诺该公司该该公司成员期间清盘该该公司成员年清盘该会分担支付该须付笔超逾指明款额款额作该公司资产 ——
(a) 支付该公司该该公司成员前招致债项债务
(b) 支付该公司清盘费收费开支
(c) 调整分担间权利
(3) 原公司根前身条例第4(3)条作间股份限公司第(1) 款适该公司章程细
84 Liabilities or contributions of members of limited company
(1) The articles of a company limited by shares must state that the liability of its members is limited to any amount unpaid on the shares held by the members
(2) The articles of a company limited by guarantee must state that each person who is a member of the company undertakes that if the company is wound up while the person is a member of the company or within one year after the person ceases to be such a member the person will contribute an amount required of the person not exceeding a specified amount to the company’s assets—
(a) for the payment of the company’s debts and liabilities contracted before the person ceases to be such a member
(b) for the payment of the costs charges and expenses of winding up the company and
(c) for the adjustment among the contributories of their rights
(3) Subsection (1) does not apply to the articles of an existing company that is deemed to be a company limited by shares under section 4(3) of the predecessor Ordinance
85 股初股份持情况
(1) 股公司章程细须述明附表2第8条(第(1)(d)(iv)(v)(vi)(vii)款外)规定须载该公司法团成立表格资料
(2) 股公司章程细述明该公司发行股份数目限
85 Capital and initial shareholdings
(1) The articles of a company with a share capital must state the information required under section 8 (except subsection (1)(d)(iv) (v) (vi) and (vii)) of Schedule 2 to be contained in the company’s incorporation form
(2) The articles of a company with a share capital may state the maximum number of shares that the company may issue
86 章程细效力
(1) 符合条例规定公司章程细根条例某旧公司条例注册 ——
(a) ——
(i) 该公司名成员间
(ii) 成员名成员间
作盖印章合约具效力
(b) 须视载该公司名成员均会遵守该等章程细条文契诺
(2) 局限第(1)款原章程细 ——
(a) 关公司针名成员强制执行
(b) 成员针该公司强制执行
(c) 成员针名成员强制执行
(3) 根章程细须成员支付予关公司款项均 ——
(a) 属该成员拖欠该公司债项
(b) 具盖印文债项性质
86 Effect of articles
(1) Subject to this Ordinance a company’s articles once registered under this Ordinance or a former Companies Ordinance—
(a) have effect as a contract under seal—
(i) between the company and each member and
(ii) between a member and each other member and
(b) are to be regarded as containing covenants on the part of the company and of each member to observe all the provisions of the articles
(2) Without limiting subsection (1) the articles are enforceable—
(a) by the company against each member
(b) by a member against the company and
(c) by a member against each other member
(3) Money payable by a member to the company under the articles—
(a) is a debt due from the member to the company and
(b) is of the nature of a specialty debt
第4次分部 —— 章程细修改
Subdivision 4—Alteration of Articles
87 公司修改章程细
(1) 符合条例规定公司修改章程细
(2) 第8分部规定外公司章程细中修改第8384(1)条述陈述
(3) 第180条规定外股公司章程细修改会附该公司某类股份股份权利相符该公司作出该项修改
(4) 第188条规定外股公司章程细修改会该公司某类成员权利相符该公司作出该项修改
(5) 担保限公司章程细中修改第84(2)条规定资料该公司增加关指明款额
87 Company may alter articles
(1) Subject to this Ordinance a company may alter its articles
(2) Except as provided in Division 8 a company must not alter in its articles any statement mentioned in section 83 or 84(1)
(3) Subject to section 180 a company with a share capital must not make any alteration to its articles that is inconsistent with any rights attached to shares in a class of shares in the company
(4) Subject to section 188 a company without a share capital must not make any alteration to its articles that is inconsistent with any rights of a class of members of the company
(5) A company limited by guarantee must not alter in its articles the information required under section 84(2) other than to increase the specified amount
88 藉特决议普通决议作出修改
(1) 符合条例规定条适公司章程细修改
(2) 第(3)款条例条文规定外公司藉特决议修改章程细
(3) 章程细中公司发行股份数目限修改藉普通决议作出
(4) 符合条例规定条作出修改属效犹该项修改原已载关章程细样
(5) 修改生效日期15日公司须文件交付处长登记 ——
(a) 符合指明格式修改通知
(b) 修改章程细文该文须该公司名高级员核证正确
(5A) 第(5)款适藉特决议作出修改：根第107770条通更改公司名称特决议 (2018年第35号第9条增补)
(6) 公司违反第(5)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
88 Alteration by special resolution or ordinary resolution
(1) Subject to this Ordinance this section applies to the alteration of a company’s articles
(2) Subject to subsection (3) and any other provisions of this Ordinance a company may only alter its articles by special resolution
(3) An alteration in articles to the maximum number of shares that the company may issue may be made by ordinary resolution
(4) Subject to this Ordinance an alteration made in accordance with this section is as valid as if the alteration were originally contained in the articles
(5) Within 15 days after the date on which an alteration takes effect the company must deliver to the Registrar for registration—
(a) a notice of the alteration in the specified form and
(b) a copy certified by an officer of the company as correct of the articles as altered
(5A) Subsection (5) does not apply to an alteration by a special resolution to change the name of a company passed under section 107 or 770 (Added 35 of 2018 s 9)
(6) If a company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
89 公司宗旨修改
(1) 条适公司章程细中述明公司宗旨修改
(2) 公司藉 ——
(a) 放弃限制宗旨
(b) 采纳 ——
(i) (属根条例组成注册公司) 关章程细注册时合法载该公司章程细新宗旨
(ii) (属原公司)关组织章程纲注册时合法载该公司组织章程纲新宗旨
修改关宗旨该项修改须藉特决议作出该决议通知须已该公司成员(包括根该公司章程细权接收该通知成员)发出
(3) 述决议关公司通该决议通知须该公司关债权证持发出该通知须第(2)款述通知相
(4) 施行第(3)款没条文规关债权证持发出通知方式该公司章程细中规成员发出通知方式条文适
(5) 关公司通特决议修改宗旨取消该项修改申请第91 条原讼法庭提出提出申请该项修改原讼法庭确认具效力
(6) 通特决议修改宗旨 ——
(a) (属关公司)根第(5)款提出申请该公司须提出该申请限期届满15日第(7)款指明文件交付处长登记
(b) (属关公司)根第(5)款提出申请该公司须 ——
(i) 立事通知处长
(ii) 取消确认关修改原讼法庭命令日期15日(根第(8)款获准延长限期)延长限期该命令正式文(属确认该项修改命令)第(7)款指明文件交付处长登记
(c) (属非关公司公司)该公司须该决议通日期15 日第(7)款指明文件交付处长登记
(7) 述文件 ——
(a) 符合指明格式修改通知
(b) 修改公司章程细文该文须该公司名高级员核证正确
(8) 原讼法庭藉命令时延长须根第(6)(b)款文件交付处长限期
(9) 公司违反第(6)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(10) 条中 ——
关公司 (relevant company)指 ——
(a) 私公司
(b) 紧接分部生效日期#前属私公司(时效前身条例第2(1)条界定者)担保限公司
关债权证 (relevant debentures)指符合说明债权证：浮动押记作保证1963年2月15日前发行首次发行属发行债权证系列部分
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编辑附注：
# 生效日期：2014年3月3日
89 Alteration of company’s objects
(1) This section applies to an alteration of the objects of a company as stated in the company’s articles
(2) The company may by special resolution of which notice has been given to all the members of the company (including members who are not entitled to such notice under the company’s articles) alter the objects by—
(a) abandoning or restricting any of the objects or
(b) adopting any new object that could lawfully have been contained—
(i) in the case of a company formed and registered under this Ordinance in the company’s articles when the articles were registered or
(ii) in the case of an existing company in the company’s memorandum of association when the memorandum was registered
(3) If a relevant company passes such a resolution a notice of the resolution must also be given to all holders of the relevant debentures of the company and the notice must be the same as the notice mentioned in subsection (2)
(4) For the purposes of subsection (3) if there is no provision regulating the giving of notice to the holders of the relevant debentures the provisions of the company’s articles regulating the giving of notice to members are to apply
(5) If a relevant company passes a special resolution altering its objects an application to cancel the alteration may be made to the Court in accordance with section 91 and if an application is made the alteration does not have effect except in so far as it is confirmed by the Court
(6) After passing a special resolution altering its objects—
(a) in the case of a relevant company if no application is made under subsection (5) the company must within 15 days after the end of the application period deliver to the Registrar for registration the documents specified in subsection (7)
(b) in the case of a relevant company if an application is made under subsection (5) the company—
(i) must immediately give notice of that fact to the Registrar and
(ii) within 15 days after the date of any Court order cancelling or confirming the alteration or if an extension of time is granted under subsection (8) within the extended period must deliver to the Registrar for registration an office copy of the order and in the case of an order confirming the alteration the documents specified in subsection (7) or
(c) in the case of a company other than a relevant company the company must within 15 days after the date of passing the resolution deliver to the Registrar for registration the documents specified in subsection (7)
(7) The documents are—
(a) a notice of the alteration in the specified form and
(b) a copy certified by an officer of the company as correct of the company’s articles as altered
(8) The Court may at any time by order extend the period for delivery of any documents under subsection (6)(b)
(9) If a company contravenes subsection (6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(10) In this section—
relevant company (关公司) means—
(a) a private company or
(b) a company limited by guarantee that immediately before the commencement date# of this Division was a private company as defined by section 2(1) of the predecessor Ordinance in force at that time
relevant debentures (关债权证) means any debentures secured by a floating charge that were issued or first issued before 15 February 1963 or that form part of the same series as any debentures so issued
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Editorial Note
# Commencement date 3 March 2014
90 原公司某章程细修改
(1) 第(2)款规定外原公司章程细条文 ——
(a) 紧接分部生效日期#前载该公司组织章程纲(该组织章程纲1984年8月31日前日注册)
(b) 该组织章程纲注册时原合法载该公司章程细非载该组织章程纲
条适该条文修改
(2) 情况条适 ——
(a) 原公司章程细条文紧接部生效日期#前载该公司组织章程纲(该组织章程纲1984年8月31日前日注册)
(b) 该条文订定修改禁止修改第(1)款述条文
(3) 原公司藉特决议修改第(1) 款述条文
(4) 关公司通特决议修改关条文取消该项修改申请第91条原讼法庭提出提出申请该项修改原讼法庭确认具效力
(5) 根第(3)款通决议 ——
(a) (属关公司)根第(4)款提出申请该公司须提出该申请限期届满15 日第(6)款指明文件交付处长登记
(b) (属关公司)根第(4)款提出申请该公司须 ——
(i) 立事通知处长
(ii) 取消确认关修改原讼法庭命令日期15日(根第(7)款获准延长限期)延长限期该命令正式文(属确认该项修改命令)第(6)款指明文件交付处长登记
(c) (属非关公司公司)该公司须该决议通日期15日第(6)款指明文件交付处长登记
(6) 述文件 ——
(a) 符合指明格式修改通知
(b) 修改公司章程细文该文须该公司名高级员核证正确
(7) 原讼法庭藉命令时延长须根第(5)(b)款文件交付处长限期
(8) 公司违反第(5)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(9) 条授权更改废止类成员特权利
(10) 条中 ——
关公司 (relevant company) 指 ——
(a) 私公司
(b) 紧接分部生效日期#前属私公司(时效前身条例第2(1)条界定者)担保限公司
_____________________
编辑附注：
# 生效日期：2014年3月3日
90 Alteration of certain articles by existing company
(1) Subject to subsection (2) this section applies to an alteration of any provision of the articles of an existing company if the provision—
(a) was immediately before the commencement date# of this Division contained in the company’s memorandum of association (whether registered before on or after 31 August 1984) and
(b) could lawfully have been contained in the company’s articles instead of in the memorandum of association when the memorandum was registered
(2) This section does not apply if any provision of the articles of an existing company—
(a) was immediately before the commencement date# of this Part contained in the company’s memorandum of association (whether registered before on or after 31 August 1984) and
(b) provides for or prohibits the alteration of any provision mentioned in subsection (1)
(3) An existing company may by special resolution alter any provision mentioned in subsection (1)
(4) If a relevant company passes such a resolution an application to cancel the alteration may be made to the Court in accordance with section 91 and if an application is made the alteration does not have effect except in so far as it is confirmed by the Court
(5) After passing a resolution under subsection (3)—
(a) in the case of a relevant company if no application is made under subsection (4) the company must within 15 days after the end of the application period deliver to the Registrar for registration the documents specified in subsection (6)
(b) in the case of a relevant company if an application is made under subsection (4) the company—
(i) must immediately give notice of that fact to the Registrar and
(ii) within 15 days after the date of any Court order cancelling or confirming the alteration or if an extension of time is granted under subsection (7) within the extended period must deliver to the Registrar for registration an office copy of the order and in the case of an order confirming the alteration the documents specified in subsection (6) or
(c) in the case of a company other than a relevant company the company must within 15 days after the date of passing the resolution deliver to the Registrar for registration the documents specified in subsection (6)
(6) The documents are—
(a) a notice of the alteration in the specified form and
(b) a copy certified by an officer of the company as correct of the company’s articles as altered
(7) The Court may at any time by order extend the period for delivery of any documents under subsection (5)(b)
(8) If a company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(9) This section does not authorize any variation or abrogation of the special rights of any class of members
(10) In this section—
relevant company (关公司) means—
(a) a private company or
(b) a company limited by guarantee that immediately before the commencement date# of this Division was a private company as defined by section 2(1) of the predecessor Ordinance in force at that time
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Editorial Note
# Commencement date 3 March 2014
91 原讼法庭提出求取消修改申请
(1) 第89(5)条指求取消公司宗旨作出修改申请士提出 ——
(a) 持该公司已发行股份数目类已发行股总数中少5( 该公司非股份限公司)该公司成员中少5成员
(b) 持第89(10)条关债权证定义述该公司债权证中价值少5
(2) 第89(5)条指申请第(1)(a)(b)款述全部关士提出该条指申请书面委中代表提出
(3) 第90(4)条指求取消原公司章程细条文修改申请持该公司已发行股份数目类已发行股总数中少5提出(该公司非股份限公司)该公司成员中少5成员提出
(4) 第90(4)条指申请第(3)款述全部关士提出该条指申请书面委中代表提出
(5) 第89(5)90(4)条指申请关特决议通日期28日提出
(6) 原讼法庭应第89(5)90(4)条指申请 ——
(a) 认合适条款条件全盘局部取消关修改全盘局部确认关修改
(b) 法律程序押作出令满意安排购买持异议成员权益
(c) 作出认合宜指示命令执行利便作出该等安排
91 Application to Court to cancel alteration
(1) An application under section 89(5) to cancel an alteration of the objects of a company may be made—
(a) by the holders of at least 5 in aggregate of the number of the issued shares in the company or any class of the company’s issued share capital or if the company is not limited by shares by at least 5 of the company’s members or
(b) by the holders of at least 5 in value of the company’s debentures that are mentioned in the definition of relevant debentures in section 89(10)
(2) An application under section 89(5) may be made on behalf of the persons mentioned in subsection (1)(a) or (b) by any one or more of them appointed in writing by all of them for the purpose
(3) An application under section 90(4) to cancel an alteration of a provision of the articles of an existing company may be made by the holders of at least 5 in aggregate of the number of the issued shares in the company or any class of the company’s issued share capital or if the company is not limited by shares by at least 5 of the company’s members
(4) An application under section 90(4) may be made on behalf of the persons mentioned in subsection (3) by any one or more of them appointed in writing by all of them for the purpose
(5) An application under section 89(5) or 90(4) may only be made within 28 days after the date of passing the relevant special resolution
(6) On an application under section 89(5) or 90(4) the Court—
(a) may cancel or confirm the alteration (either wholly or in part) on any terms and conditions it thinks fit
(b) may adjourn the proceedings so that an arrangement may be made to its satisfaction for the purchase of the interests of dissentient members and
(c) may give any directions and make any order that it thinks expedient for facilitating or carrying into effect any such arrangement
92 某修改成员具约束力
(1) 公司章程细条文规定属该公司成员成成员日期该章程细修改生效该项修改具效力范围该成员受该项修改约束 ——
(a) 该须承购认购该该项修改生效日持股份数目股份
(b) 方式增加该该日期分担该公司股承担法律责
(c) 方式增加该该公司支付款项承担法律责
(2) 关士关修改生效前日书面意受该项修改约束第(1)款适
92 Certain alterations not binding on members
(1) Despite any provision in a company’s articles a person who is a member of the company is not bound by any alteration of the articles that takes effect after the date on which the person became a member if and so far as the alteration—
(a) requires the person to take or subscribe for more shares than the number of shares held by the person on the date on which the alteration takes effect
(b) in any way increases the person’s liability as at that date to contribute to the company’s share capital or
(c) in any way increases the person’s liability as at that date to pay money to the company
(2) Subsection (1) does not apply if the person agrees in writing before on or after the alteration taking effect to be bound by the alteration
93 公司须修改纳入章程细
(1) 公司章程细修改该公司须该项修改纳入该项修改生效日期日发出份章程细文
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
93 Company must incorporate alteration into articles
(1) If an alteration is made to a company’s articles the company must incorporate the alteration in every copy of the articles issued on or after the date on which the alteration takes effect
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
94 影响私公司位修改
(1) 私公司修改章程细致该章程细符合第11(1)(a)条该项修改生效日期日该公司私公司
(2) 第88(5)条规定文件外关公司须关修改生效日期15日文件交付处长登记 ——
(a) 关更改该公司位符合指明格式通知
(b) 该公司符合说明周年财务报表文(该公司名高级员核证真实者) ——
(i) 第379条拟备
(ii) 紧接该项修改生效财政年度前财政年度拟备
(3) 公司违反第(2)(a)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(4) 公司违反第(2)(b)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
94 Alteration affecting status of private company
(1) If a private company alters its articles so that the articles no longer comply with section 11(1)(a) the company ceases to be a private company on the date on which the alteration takes effect
(2) In addition to the documents required under section 88(5) the company must within 15 days after the date on which the alteration takes effect deliver to the Registrar for registration—
(a) a notice of the change of the company’s status in the specified form and
(b) a copy (certified by an officer of the company to be true) of the company’s annual financial statements that are—
(i) prepared in accordance with section 379 and
(ii) prepared for the financial year immediately before the financial year in which the alteration takes effect
(3) If a company contravenes subsection (2)(a) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(4) If a company contravenes subsection (2)(b) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
95 影响公众公司位修改
(1) 公众公司修改章程细致该章程细符合第11(1)(a)条该项修改生效日期日该公司公众公司
(2) 第88(5)条规定文件外关公司须关修改生效日期15日关更改该公司位通知交付处长登记该通知须符合指明格式
(3) 公司违反第(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
95 Alteration affecting status of public company
(1) If a public company alters its articles so that the articles comply with section 11(1)(a) the company ceases to be a public company on the date on which the alteration takes effect
(2) In addition to the documents required under section 88(5) the company must within 15 days after the date on which the alteration takes effect deliver to the Registrar for registration a notice of the change of the company’s status in the specified form
(3) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
96 原讼法庭命令作出修改通知处长
(1) 公司章程细条文公司章程细条文效力原讼法庭命令修改该公司须该项修改生效日期15日关该项修改通知交付处长登记该通知须符合指明格式
(2) 修改通知须附 ——
(a) 关命令正式文
(b) 该命令修改章程细文
(3) 根条例条文关公司须关命令正式文交付处长第(2)(a)款适
(4) 公司违反第(1)(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
96 Notifying Registrar of alteration by order of Court
(1) If any provision of a company’s articles or the effect of any provision of a company’s articles is altered by an order of the Court the company must within 15 days after the date on which the alteration takes effect deliver to the Registrar for registration a notice of the alteration in the specified form
(2) A notice of alteration must be accompanied by—
(a) an office copy of the order and
(b) a copy of the articles as altered by the order
(3) Subsection (2)(a) does not apply if the company is required to deliver an office copy of the order to the Registrar under another provision of this Ordinance
(4) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
97 成员提供章程细文
(1) 公司须应成员提出求收求7日该成员提供章程细新文
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
97 Copies of articles to be provided to members
(1) A company must on request of a member of the company provide without charge the member with an uptodate copy of the company articles within 7 days after it receives the request
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
第5次分部 —— 杂项条文
Subdivision 5—Miscellaneous
98 原公司组织章程纲条件须视章程细条文
(1) 紧接分部生效日期#前载原公司组织章程纲时效条件目言均须视该公司章程细条文
(2) 组织章程纲分部生效日期#日根附表11具持续效力条文注册载该章程纲条件目言均须视根前身条例注册该公司章程细条文
(3) 分部生效日期#前修改某原公司组织章程纲条件特决议根前身条例第8(1)25A(1)条获通该项修改该日期日生效修改条件目言均须视根前身条例注册该公司章程细条文
(4) 第(1)(2)(3)款规定第(1)(2)款述条件述明事项第(3)款述修改条件述明事项该条件关(a)(b)段述事项范围该条件目言均须视已删视该公司章程细条文 ——
(a) 关原公司建议登记已登记股款额
(b) 该公司股分款额固定股份
(5) 紧接分部生效日期#前效条例中该日期前制备文件中 ——
(a) 提述原公司组织章程纲提述该公司章程细
(b) 提述原公司组织章程纲条件提述该公司章程细条文
_____________________
编辑附注：
# 生效日期：2014年3月3日
98 Conditions of memorandum of association of existing company to be regarded as provisions of articles
(1) A condition that immediately before the commencement date# of this Division was contained in the memorandum of association of an existing company and was in force is for all purposes to be regarded as a provision of the company’s articles
(2) If a memorandum of association is registered on or after the commencement date# of this Division under the provisions having a continuing effect under Schedule 11 a condition contained in that memorandum is for all purposes to be regarded as a provision of the company’s articles registered under the predecessor Ordinance
(3) If before the commencement date# of this Division a special resolution altering a condition of the memorandum of association of an existing company was passed under section 8(1) or 25A(1) of the predecessor Ordinance and the alteration takes effect on or after that date then the altered condition is for all purposes to be regarded as a provision of the company’s articles registered under the predecessor Ordinance
(4) Despite subsections (1) (2) and (3) if a condition mentioned in subsection (1) or (2) or an altered condition mentioned in subsection (3) states—
(a) the amount of share capital with which the existing company proposes to be registered or is registered or
(b) the division of the share capital of the company into shares of a fixed amount
the condition is to the extent that it relates to the matter mentioned in paragraph (a) or (b) for all purposes to be regarded as deleted and not to be regarded as a provision of the company’s articles
(5) In any Ordinance in force immediately before the commencement date# of this Division or in any other document made before that date—
(a) a reference to the memorandum of association of an existing company is a reference to the company’s articles and
(b) a reference to a condition of the memorandum of association of an existing company is a reference to a provision of the company’s articles
_____________________
Editorial Note
# Commencement date 3 March 2014
99 担保限公司章程细
(1) 条适 ——
(a) 1912年1月1日日根某旧公司条例注册股担保限公司
(b) 根条例注册担保限公司公司
(2) 公司章程细条文该公司决议条文予权利非成员身分分享该公司分摊利润该条文属效
(3) 条例中关担保限公司章程细条文言该公司章程细条文该公司决议条文该公司业务分成股份权益该条文须视关股条文
99 Articles of company limited by guarantee
(1) This section applies to—
(a) a company limited by guarantee registered under a former Companies Ordinance on or after 1 January 1912 that does not have a share capital and
(b) a company registered as a company limited by guarantee under this Ordinance
(2) A provision in the company’s articles or in any resolution of the company purporting to give a person a right to participate in the company’s divisible profits otherwise than as a member is void
(3) For the purposes of a provision of this Ordinance relating to the articles of a company limited by guarantee a provision in the company’s articles or in any resolution of the company purporting to divide the company’s undertaking into shares or interests is to be regarded as a provision for a share capital
第3分部 —— 公司名称
Division 3—Company Name
第1次分部 —— 公司名称限制
Subdivision 1—Restriction on Company Name
100 公司某名称注册
(1) 公司述名称注册 ——
(a) 出现公司名称索引名称相名称
(b) 根某条例成立法团体设立法团体名称相名称
(c) 处长认该公司会构成刑事罪行名称
(d) 处长认属令反感原属违反公众利益名称
(2) 非获处长事先批准否公司述名称注册 ——
(a) 处长认会令产生印象名称：该公司 ——
(i) 中央民政府
(ii) 政府
(iii) 中央民政府部门机关政府部门机关
方面联系
(b) 载时根第101条作出命令指明字词名称
(c) 指示作出名称相名称 ——
(i) 根第108109771条作出指示
(ii) 2010年12月10日根前身条例第2222A条作出指示
100 Company must not be registered by certain names
(1) A company must not be registered by—
(a) a name that is the same as a name appearing in the Index of Company Names
(b) a name that is the same as a name of a body corporate incorporated or established under an Ordinance
(c) a name the use of which by the company would in the Registrar’s opinion constitute a criminal offence or
(d) a name that in the Registrar’s opinion is offensive or otherwise contrary to the public interest
(2) Except with the Registrar’s prior approval a company must not be registered by—
(a) a name that in the Registrar’s opinion would be likely to give the impression that the company is connected in any way with—
(i) the Central People’s Government
(ii) the Government or
(iii) any department or agency of the Central People’s Government or the Government
(b) a name that contains any word or expression for the time being specified in an order under section 101 or
(c) a name that is the same as a name for which a direction has been given under—
(i) section 108 109 or 771 or
(ii) section 22 or 22A of the predecessor Ordinance on or after 10 December 2010
101 财政司司长第100(2)(b)条指明字词
财政司司长藉宪报刊登命令施行第100(2)(b)条指明字词
101 Financial Secretary may specify word or expression for section 100(2)(b)
The Financial Secretary may by order published in the Gazette specify any word or expression for the purposes of section 100(2)(b)
第2次分部 —— 限公司名称Limited等作字
Subdivision 2—Limited Company Name with Limited as Last Word etc
102 限公司没Limited等作名称字注册
限公司述名称注册 ——
(a) (该公司英文名称)没Limited作字名称
(b) (该公司中文名称)没限公司作4字名称
(c) (该公司兼中文名称英文名称) ——
(i) 没Limited作字英文名称
(ii) 没限公司作4字中文名称
102 Limited company must not be registered without Limited as last word of name etc
A limited company must not be registered by—
(a) if the company has an English name only a name without Limited as the last word of the name
(b) if the company has a Chinese name only a name without 限公司 as the last 4 characters of the name or
(c) if the company has both an English name and a Chinese name—
(i) an English name without Limited as the last word of the name and
(ii) a Chinese name without 限公司 as the last 4 characters of the name
103 略Limited等处长特许证
(1) 证明提出致处长信纳事宜处长拟组成限公司组织行第(2) 款指权力 ——
(a) 该公司促进商业艺术科学宗教慈善宗旨组成
(b) 该组织拟该公司利润收入促进宗旨
(c) 该组织拟禁止该公司成员支付股息
(2) 处长藉特许证准许关组织述名称注册限公司 ——
(a) (该公司英文名称)没Limited作字名称
(b) (该公司中文名称)没限公司作4字名称
(c) (该公司兼中文名称英文名称) ——
(i) 没Limited作字英文名称
(ii) 没限公司作4字中文名称
(3) 证明提出致处长信纳事宜处长限公司行第(4)款指权力 ——
(a) 该公司宗旨限 ——
(i) 促进商业艺术科学宗教慈善宗旨
(ii) 第(i)节述宗旨附带宗旨第(i)节述宗旨助宗旨
(b) 该公司章程细规定该公司须利润收入促进宗旨
(c) 该公司章程细禁止该公司成员支付股息
(4) 处长藉特许证准许关限公司 ——
(a) (该公司英文名称)更改该公司名称Limited字该名称中删
(b) (该公司中文名称)更改该公司名称限公司字样该名称中删
(c) (该公司兼中文名称英文名称) ——
(i) 更改该公司英文名称Limited字该名称中删
(ii) 更改该公司中文名称限公司字样该名称中删
(5) 根第(4)款述特许证作出公司名称更改藉特决议作出第107(2)(3)(4)(5)(6)条适该项更改犹该条适根第107条作出公司名称更改样
(6) 免生疑问根条批予特许证指名称注册公司 ——
(a) 享限公司特权
(b) 符合第105(1)条规定负限公司责
103 Registrar’s licence to dispense with Limited etc
(1) The Registrar may exercise the power under subsection (2) in respect of an association intended to be formed as a limited company if it is proved to the Registrar’s satisfaction that—
(a) the company is to be formed for promoting commerce art science religion or charity or any other useful objects
(b) the association intends to apply the company’s profits or other income in promoting its objects and
(c) the association intends to prohibit the payment of dividends to the company’s members
(2) The Registrar may by licence permit the association to be registered as a limited company by—
(a) if the company has an English name only a name without Limited as the last word of the name
(b) if the company has a Chinese name only a name without 限公司 as the last 4 characters of the name or
(c) if the company has both an English name and a Chinese name—
(i) an English name without Limited as the last word of the name and
(ii) a Chinese name without 限公司 as the last 4 characters of the name
(3) The Registrar may exercise the power under subsection (4) in respect of a limited company if it is proved to the Registrar’s satisfaction that—
(a) the objects of the company are restricted to—
(i) promoting commerce art science religion or charity or any other useful objects and
(ii) objects incidental or conducive to the objects mentioned in subparagraph (i)
(b) the company is required by its articles to apply its profits or other income in promoting its objects and
(c) the company is prohibited by its articles from paying dividends to its members
(4) The Registrar may by licence permit the limited company to—
(a) if the company has an English name only change the name to delete from it the word Limited
(b) if the company has a Chinese name only change the name to delete from it the characters 限公司 or
(c) if the company has both an English name and a Chinese name—
(i) change the English name to delete from it the word Limited and
(ii) change the Chinese name to delete from it the characters 限公司
(5) A change of company name under a licence mentioned in subsection (4) may only be made by special resolution and section 107(2) (3) (4) (5) and (6) applies to such a change as it applies to a change of company name under section 107
(6) To avoid doubt a company registered by a name under a licence granted under this section—
(a) has the privileges of a limited company and
(b) subject to section 105(1) has the obligations of a limited company
104 特许证条款条件
(1) 处长认合适条款条件规限批予第103条指特许证
(2) 述条款条件 ——
(a) 关公司具约束力
(b) (处长指示须该等条款条件纳入该公司章程细)须纳入该章程细
104 Terms and conditions of licence
(1) A licence under section 103 may be granted on any terms and conditions the Registrar thinks fit
(2) The terms and conditions—
(a) are binding on the company and
(b) are to be incorporated in the articles of the company if the Registrar so directs
105 特许证效力
(1) 第103条指特许证关公司获豁免需遵守 ——
(a) 第102条
(b) 根第659条订立关Limited字作英文名称部分限公司字样作中文名称部分规例
(c) (关成员详情交付处长言)第662条
(2) 第103条指特许证然效期间非修改根条第104(2)(b)条发出指示作出获处长事先书面批准否关公司修改章程细
(3) 根第(2)款予批准时处长更改关特许证该特许证受处长认合适条款条件规限增补代紧接该项更改前规限该特许证条款条件
(4) 根第(3)款施加条款条件 ——
(a) 关公司具约束力
(b) (处长指示须该等条款条件纳入该公司章程细)须纳入该章程细
105 Effect of licence
(1) The company to which a licence under section 103 relates is exempt from—
(a) section 102
(b) regulations made under section 659 in relation to the use of the word Limited as part of its English name or use of the characters 限公司 as part of its Chinese name and
(c) section 662 in relation to the delivery of particulars relating to members to the Registrar
(2) While a licence under section 103 remains in force the company must not alter its articles except under a direction given under this section or section 104(2)(b) or with the Registrar’s prior written approval
(3) On granting an approval under subsection (2) the Registrar may vary the licence by making it subject to any terms and conditions he or she thinks fit in addition to or in place of the terms or conditions to which the licence was subject immediately before the variation
(4) The terms and conditions imposed under subsection (3)—
(a) are binding on the company and
(b) are to be incorporated in the articles of the company if the Registrar so directs
106 特许证撤销
(1) 处长信纳 ——
(a) 关公司没遵守规限根第103条批予特许证条款条件
(b) 第103(1)(3)条(视属情况定)指明项项规定获符合
时撤销该特许证
(2) 撤销特许证前处长须 ——
(a) 处长撤销该特许证意书面通知关公司
(b) 予该公司陈词机会
(3) 处长撤销特许证须关公司发出关撤销书面通知
(4) 特许证撤销关公司权获第105(1)条述豁免
(5) 关公司须撤销通知指明限期藉特决议名称作出更改 ——
(a) (该公司英文名称)加入Limited作该名称字
(b) (该公司中文名称)加入限公司作该名称4字
(c) (该公司兼中文名称英文名称) ——
(i) 加入Limited作该英文名称字
(ii) 加入限公司作该中文名称4字
(6) 第107(2)(3)(4)(5)(6)条适根第(5)款作出公司名称更改犹该条适根第107条作出公司名称更改样
(7) 关公司没遵守第(5)款处长须公司登记册 ——
(a) (该公司英文名称)加入Limited作该名称字
(b) (该公司中文名称)加入限公司作该名称4字
(c) (该公司兼中文名称英文名称) ——
(i) 加入Limited作该英文名称字
(ii) 加入限公司作该中文名称4字
106 Revocation of licence
(1) The Registrar may at any time revoke a licence granted under section 103 on being satisfied that—
(a) the company has failed to comply with any of the terms or conditions to which the licence is subject or
(b) any one or more of the requirements specified in section 103(1) or (3) (as the case may be) are no longer met
(2) Before revoking a licence the Registrar—
(a) must notify the company in writing of the Registrar’s intention to do so and
(b) must give the company an opportunity to be heard
(3) If a licence is revoked the Registrar must give the company a notice in writing of the revocation
(4) On the revocation of a licence the company ceases to be entitled to the exemptions mentioned in section 105(1)
(5) Within the period specified in the notice of revocation the company must change its name by special resolution to—
(a) if the company has an English name only add Limited as the last word of the name
(b) if the company has a Chinese name only add 限公司 as the last 4 characters of the name and
(c) if the company has both an English name and a Chinese name—
(i) add Limited as the last word of the English name and
(ii) add 限公司 as the last 4 characters of the Chinese name
(6) Section 107(2) (3) (4) (5) and (6) applies to a change of company name under subsection (5) as it applies to a change of company name under section 107
(7) If the company fails to comply with subsection (5) the Registrar must in the Companies Register—
(a) if the company has an English name only add Limited as the last word of the name
(b) if the company has a Chinese name only add 限公司 as the last 4 characters of the name and
(c) if the company has both an English name and a Chinese name—
(i) add Limited as the last word of the English name and
(ii) add 限公司 as the last 4 characters of the Chinese name
第3次分部 —— 公司名称更改
Subdivision 3—Change of Company Name
107 公司藉特决议更改名称
(1) 公司藉特决议更改公司名称
(2) 公司须关特决议通日期15日符合指明格式更改公司名称通知交付处长登记
(3) 收第(2)款指通知非关新名称根第100条注册关公司名称否处长须 ——
(a) 新名称记入公司登记册取代前名称
(b) 该公司发出更改名称证明书
(4) 名称更改关更改名称证明书发出日期生效
(5) 根条作出名称更改影响关公司权利义务会该公司提起针该公司提起法律程序欠妥该公司前名称展开继续法律程序均该公司新名称展开继续该公司前名称针该公司展开继续法律程序均该公司新名称针该公司展开继续
(6) 公司违反第(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
107 Company may change name by special resolution
(1) A company may change a company name by special resolution
(2) Within 15 days after the date of passing the special resolution the company must deliver to the Registrar for registration a notice in the specified form of the change of company name
(3) After receipt of a notice under subsection (2) the Registrar must unless the new name is a name by which the company must not be registered under section 100—
(a) enter the new name in the Companies Register in place of the former name and
(b) issue to the company a certificate of change of name
(4) The change of the name has effect from the date on which the certificate of change of name is issued
(5) A change of name under this section does not affect any rights or obligations of the company or render defective any legal proceedings by or against it Any legal proceedings that could have been commenced or continued by or against it by its former name may be commenced or continued by or against it by its new name
(6) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
108 处长指示公司更改相类似名称等
(1) 情况处长藉书面通知指示公司该通知指明限期更改该公司根条例前身条例注册名称 ——
(a) 该名称注册时出现应出现根前身条例第22C条备存名称索引公司名称索引名称相处长认该名称注册时该名称太相似
(b) 该名称注册时根某条例成立法团体设立法团体名称相处长认该名称注册时该法团体名称太相似
(c) 处长觉该公司该名称注册提供具误导性资料
(d) 处长觉该公司该名称注册作出承诺担保未获履行
(e) 该名称注册时属第100(2)(a)(b)条该公司注册名称
(2) 公司根条例旧公司条例某名称注册 ——
(a) 法院作出命令禁制该公司该名称该名称部分
(b) 该命令惠该命令正式文符合指明格式通知交付处长登记
处长藉书面通知指示该公司该通知指明限期更改该名称
(3) 指示时间发出 ——
(a) (属第(1)(a)(b)款情况)关名称注册日期12月
(b) (属第(1)(c)(d)款情况)该名称注册日期5年
(c) (属第(1)(e)款情况)该名称注册日期3月
(4) 处长根第(1)(2)款发出通知指明限期结束前藉书面通知延长该限期
(5) 公司没关通知指明限期遵指示没根第(4)款延长限期遵指示该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
108 Registrar may direct company to change same or similar name etc
(1) The Registrar may by notice in writing direct a company to change within the period specified in the notice a name by which the company is registered under this Ordinance or the predecessor Ordinance if—
(a) the name is as at the time of the registration the same as or in the Registrar’s opinion too like a name that appeared or should have appeared in the index of names kept under section 22C of the predecessor Ordinance or in the Index of Company Names
(b) the name is as at the time of the registration the same as or in the Registrar’s opinion too like a name of a body corporate incorporated or established under an Ordinance
(c) it appears to the Registrar that misleading information has been given for the company’s registration by the name
(d) it appears to the Registrar that any undertaking or assurance given for the registration by the name has not been fulfilled or
(e) the name is a name by which as at the time of the registration the company must not be registered because of section 100(2)(a) or (b)
(2) The Registrar may by notice in writing direct a company to change within the period specified in the notice a name by which the company is registered under this Ordinance or any former Companies Ordinance if after the company is registered by the name—
(a) a court makes an order restraining the company from using the name or any part of the name and
(b) an office copy of the order and a notice in the specified form are delivered to the Registrar for registration by a person in whose favour the order is made
(3) A direction may only be given—
(a) in the case of subsection (1)(a) or (b) within 12 months after the date of registration by the name
(b) in the case of subsection (1)(c) or (d) within 5 years after the date of registration by the name and
(c) in the case of subsection (1)(e) within 3 months after the date of registration by the name
(4) The Registrar may before the end of the period specified in a notice given under subsection (1) or (2) by notice in writing extend the period
(5) If a company fails to comply with a direction within the period specified in the notice or if the period is extended under subsection (4) within the extended period the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
109 处长指示公司更改具误导性令反感名称等
(1) 情况处长藉书面通知指示公司更改根条例旧公司条例注册名称 ——
(a) 处长认该名称显示该公司活动性质方面误导性达相会公众造成损害程度
(b) 该名称注册时属第100(1)(c)(d)条该公司注册名称
(2) 关公司须关指示日期6星期( 关限期根第(4)款延长)延长限期遵该指示
(3) 公司指示日期3星期针该指示行政诉委员会提出诉
(4) 处长关指示日期6星期限期结束前藉书面通知延长该限期
(5) 公司违反第(2)款该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
109 Registrar may direct company to change misleading or offensive name etc
(1) The Registrar may by notice in writing direct a company to change a name by which the company is registered under this Ordinance or any former Companies Ordinance if—
(a) the Registrar is of the opinion that the name gives so misleading an indication of the nature of the company’s activities as to be likely to cause harm to the public or
(b) the name is a name by which as at the time of the registration the company must not be registered because of section 100(1)(c) or (d)
(2) The company must comply with a direction within the period of 6 weeks after the date of the direction or if the period is extended under subsection (4) within the extended period
(3) A company may within 3 weeks after the date of a direction appeal to the Administrative Appeals Board against the direction
(4) The Registrar may before the end of the period of 6 weeks after the date of the direction by notice in writing extend the period
(5) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
110 处长公司没遵指示时更改公司名称
(1) 情况条适 ——
(a) 处长根第108(1)(2)109(1)条指示某公司更改名称2010年12月10日根前身条例第2222A条指示某公司更改名称
(b) 该公司 ——
(i) (属第108(1)(2)条指指示)没关通知指明限期(该限期根第108(4)条延长)没延长限期遵该指示
(ii) (属第109(1)条指指示)没第109(2)条指明关限期遵该指示
(iii) (属前身条例第22(2)(3A)(3B)(4)条指指示)没处长指明限期(该限期根该条例第22(5)条延长)没延长限期遵该指示
(iv) (属前身条例第22A(1)(1A)条指指示)没该条例第22A(2)条指明限期(法院该指示根该条例第22A(3)条指明限期)没法院指明限期遵该指示
(2) 局限第108(5)109(5)条前身条例第22(6)22A(4)条(视属情况定)原 ——
(a) 关名称英文名称处长该名称更改符合说明名称：该名称包含Company Registration Number字样该字样加该公司公司注册证明书述明注册编号
(b) 关名称中文名称处长该名称更改符合说明名称：该名称包含公司注册编号字样该字样加该公司公司注册证明书述明注册编号
(c) 关名称包含英文名称中文名称处长该等名称更改符合说明名称 ——
(i) 新英文名称 该新名称包含Company Registration Number字样该字样加该公司公司注册证明书述明注册编号
(ii) 新中文名称该新名称包含公司注册编号字样该字样加该公司公司注册证明书述明注册编号
(3) 处长须新名称记入公司登记册取代前名称
(4) 名称更改新名称记入公司登记册日期生效
(5) 新名称记入公司登记册日期30日处长须 ——
(a) 书面通知关公司 ——
(i) 该公司名称已更改事实
(ii) 新名称
(iii) 该项更改根第(4)款生效日期
(b) 藉宪报刊登公告公布该事实该新名称该日期
(6) 根条作出名称更改影响关公司权利义务会该公司提起针该公司提起法律程序欠妥该公司前名称展开继续法律程序均该公司新名称展开继续该公司前名称针该公司展开继续法律程序均该公司新名称针该公司展开继续
110 Registrar may change company name in case of failure to comply with direction
(1) This section applies if—
(a) the Registrar directs a company to change a name under section 108(1) or (2) or 109(1) or on or after 10 December 2010 under section 22 or 22A of the predecessor Ordinance and
(b) the company fails to comply with the direction—
(i) in the case of a direction under section 108(1) or (2) within the period specified in the notice or if the period is extended under section 108(4) within the extended period
(ii) in the case of a direction under section 109(1) within the relevant period specified in section 109(2)
(iii) in the case of a direction under section 22(2) (3A) (3B) or (4) of the predecessor Ordinance within the period specified by the Registrar or if the period is extended under section 22(5) of that Ordinance within the extended period or
(iv) in the case of a direction under section 22A(1) or (1A) of the predecessor Ordinance within the period specified in section 22A(2) of that Ordinance or if a period is specified by the court under section 22A(3) of that Ordinance for the direction within the period specified by the court
(2) Without limiting section 108(5) or 109(5) or section 22(6) or 22A(4) of the predecessor Ordinance (as the case may be) the Registrar may change the name to—
(a) in the case of an English name a name that consists of the words Company Registration Number as its prefix followed by the registration number of the company as stated in the certificate of incorporation
(b) in the case of a Chinese name a name that consists of the characters 公司注册编号 as its prefix followed by the registration number of the company as stated in the certificate of incorporation or
(c) in the case of a name consisting of both an English name and a Chinese name—
(i) an English name that consists of the words Company Registration Number as its prefix followed by the registration number of the company as stated in the certificate of incorporation and
(ii) a Chinese name that consists of the characters 公司注册编号 as its prefix followed by the registration number of the company as stated in the certificate of incorporation
(3) The Registrar must enter the new name in the Companies Register in place of the former name
(4) The change of name has effect from the date on which the new name is entered in the Companies Register
(5) Within 30 days after the date of entering the new name in the Companies Register the Registrar—
(a) must by notice in writing notify the company of—
(i) the fact that a name of the company has been changed
(ii) the new name and
(iii) the date on which the change takes effect under subsection (4) and
(b) must by notice in the Gazette notify that fact the new name and that date
(6) A change of name under this section does not affect any rights or obligations of the company or render defective any legal proceedings by or against it Any legal proceedings that could have been commenced or continued by or against it by its former name may be commenced or continued by or against it by its new name
第4次分部 —— 补充条文
Subdivision 4—Supplementary Provision
111 断定某名称否名称相类似
(1) 条适 ——
(a) 施行第100(1)(a)(b)(2)(c)108(1)(a)(b)条断定某名称否名称相
(b) 施行第108(1)(a)(b)条断定某名称否名称太相似
(2) 名称第字定冠词该定冠词须予理会
(3) 第(4)款指明字词字样(该字词字样缩写)出现关名称末端该字词字样缩写须予理会
(4) 述字词字样 ——
(a) company
(b) and company
(c) company limited
(d) and company limited
(e) limited
(f) unlimited
(g) public limited company
(h) 公司
(i) 限公司
(j) 限公司
(k) 公众限公司
(5) 项须予理会 ——
(a) 字母字体字母楷楷
(b) 字母间空位
(c) 重音符号
(d) 标点符号
(6) 词句须视相 ——
(a) and&
(b) Hong KongHongkongHK
(c) Far EastFE
(7) 处长顾某2中文字香港情况信纳该2中文字理相互交该2中文字须视相
111 Determining whether name is same as or similar to another name
(1) This section applies in determining—
(a) whether a name is the same as another name for the purposes of section 100(1)(a) or (b) or (2)(c) or 108(1)(a) or (b) or
(b) whether a name is too like another name for the purposes of section 108(1)(a) or (b)
(2) If the definite article is the first word of the name the definite article must be disregarded
(3) If any of the words expressions or characters specified in subsection (4) or an abbreviation of any of them appears at the end of the name the word expression character or abbreviation must be disregarded
(4) The words expressions or characters are—
(a) company
(b) and company
(c) company limited
(d) and company limited
(e) limited
(f) unlimited
(g) public limited company
(h) 公司
(i) 限公司
(j) 限公司
(k) 公众限公司
(5) The following must be disregarded—
(a) type or case of letters
(b) spaces between letters
(c) accent marks
(d) punctuation marks
(6) The following expressions are to be regarded as the same—
(a) and and &
(b) Hong Kong Hongkong and HK
(c) Far East and FE
(7) A Chinese character is to be regarded as the same as another Chinese character if the Registrar is satisfied having regard to the usage of the 2 characters in Hong Kong that the 2 characters can reasonably be used interchangeably
第4分部 —— 成员资格
Division 4—Membership
112 公司成员
(1) 公司创办成员须视已意成该公司成员
(2) 公司注册时该公司创办成员须作成员记入该公司成员登记册
(3) 意成公司成员姓名名称已作成员记入该公司成员登记册该该公司成员
112 Members of company
(1) A founder member of a company is to be regarded as having agreed to become a member of the company
(2) On the registration of a company a founder member of the company must be entered as a member in the company’s register of members
(3) Any other person who agrees to become a member of a company and whose name is entered as a member in the company’s register of members is a member of the company
113 控权公司成员
(1) 条规定外 ——
(a) 某法团体某公司附属公司该法团体该公司成员
(b) 公司股份配发转予属该公司附属公司法团体该项配发转属效
(2) 情况第(1)款适 ——
(a) 关法团体遗产代理身分作关公司成员
(b) 该法团体受讬身分作该公司成员关控权公司附属公司根关信讬享实益权益
(3) 第(2)(b)款言某公司附属公司仅通常业务运作(包括贷款)中达成某项交易保证方式根关信讬享权益该公司附属公司根该信讬享实益权益
(4) 1984年8月31日时法团体已控权公司成员第(1)款阻止该法团体继续作该成员
(5) 公司成间公司附属公司日已该间公司成员第(1)款阻止该公司继续作该成员
(6) 第(1)款阻止法团体 ——
(a) 行附该法团体1984年8月31日持该法团体控权公司股份转换权利
(b) 行该法团体1984年8月31日持该控权公司债权证转换权利
成该控权公司成员获配发该控权公司股份
(7) 某法团体控权公司成员第(1)款阻止该法团体接受持更该控权公司股份该等股份须属该控权公司储备利润资化作全部缴足股款股份该法团体配发
(8) 公司成员作出股份约该公司 ——
(a) 代表附属公司出售非条便该附属公司已持该公司股份取述约股份
(b) 该附属公司支付售卖收益
(9) 某法团体控权公司成员该法团体权会议表决 ——
(a) 该控权公司会议
(b) 该控权公司类成员会议
(10) 关法团体第(2)款描述情况属关控权公司成员第(9)款适
(11) 条中提述法团体包括该法团体代名
(12) 条中属担保限公司限公司控权公司言提述股份包括该公司成员权益该权益形式该公司否股
113 Members of holding company
(1) Subject to this section—
(a) a body corporate cannot be a member of a company of which the body corporate is a subsidiary and
(b) any allotment or transfer of shares in a company to a body corporate that is a subsidiary of the company is void
(2) Subsection (1) does not apply if—
(a) the body corporate is a member of the company as a personal representative or
(b) the body corporate is a member of the company as a trustee and the holding company or any of its subsidiaries is not beneficially interested under the trust
(3) For the purposes of subsection (2)(b) a company or subsidiary is not beneficially interested under a trust if it is interested under the trust only by way of security for the purpose of a transaction entered into by it in the ordinary course of a business (including the lending of money)
(4) Subsection (1) does not prevent a body corporate that was on 31 August 1984 already a member of a holding company of the body corporate from continuing to be such a member
(5) Subsection (1) does not prevent a company that on the date it becomes a subsidiary of another company is a member of that other company from continuing to be such a member
(6) Subsection (1) does not prevent a body corporate from becoming a member of a holding company of the body corporate or prevent an allotment to a body corporate of shares in a holding company of the body corporate by virtue of the exercise by the body corporate of any rights of conversion—
(a) attached to any shares in the holding company held by the body corporate on 31 August 1984 or
(b) under any debentures of the holding company held by the body corporate on 31 August 1984
(7) If a body corporate is a member of a holding company of the body corporate subsection (1) does not prevent the body corporate from accepting or holding further shares in the holding company if those shares are allotted to the body corporate as fully paid up as a consequence of a capitalization of reserves or profits by the holding company
(8) If a company makes an offer of shares to its members the company—
(a) may sell on behalf of any of its subsidiaries any such shares that the subsidiary could but for this section have taken by virtue of shares in the company that are already held by the subsidiary and
(b) may pay to the subsidiary the proceeds of the sale
(9) Even though a body corporate is a member of a holding company of the body corporate it has no right to vote at—
(a) meetings of the holding company or
(b) meetings of any class of members of the holding company
(10) Subsection (9) does not apply if the body corporate is such a member in the circumstances described in subsection (2)
(11) In this section a reference to a body corporate includes a nominee for the body corporate
(12) In this section a reference to shares in relation to a holding company that is a company limited by guarantee or an unlimited company includes the interest of the company’s members whatever the form of the interest and whether or not the company has a share capital
114 担保限公司成员数增加通知处长
(1) 担保限公司成员数增加超越注册数须该公司议决增加成员数成员数增加15日(两日期中较早者准)关成员数增加通知交付处长登记该通知须符合指明格式
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(3) 条中 ——
注册数 (registered number)指 ——
(a) 关公司建议注册成员数附表2第1(e)条目载关法团成立表格数根前身条例第10(2)条关章程细述明数
(b) 处长根第(1)款获通知该公司增加成员数
114 Notifying Registrar of increase in number of members of company limited by guarantee
(1) If a company limited by guarantee increases the number of its members beyond the registered number the company must within 15 days after the increase is resolved by the company or takes place (whichever is the earlier) deliver to the Registrar for registration a notice of the increase in the specified form
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(3) In this section—
registered number注册数) means—
(a) the number of members with which the company proposes to register whether contained in the incorporation form for the purposes of section 1(e) of Schedule 2 or stated in the articles under section 10(2) of the predecessor Ordinance or
(b) the increased number of the company’s members last notified to the Registrar under subsection (1)
第5分部 —— 公司身分权力
Division 5—Capacity and Powers of Company
115 公司身分等
(1) 公司具成年然身分权利权力特权
(2) 局限第(1)款原公司 ——
(a) 作出章程细条例法律规准许该公司作出规定该公司作出作
(b) 权取持处置土
(3) 条中 ——
土 (land)包括性质种类土建筑物宅院物业单位产业权权益
115 Company’s capacity etc
(1) A company has the capacity rights powers and privileges of a natural person of full age
(2) Without limiting subsection (1) a company—
(a) may do any act that it is permitted or required to do by its articles or any Ordinance or rule of law and
(b) has power to acquire hold and dispose of land
(3) In this section—
land (土) includes any estate or interest in land buildings messuages and tenements of any nature or kind
116 公司行权力受章程细限制
(1) 公司章程细述明宗旨该公司作出该章程细没授权作出作
(2) 公司章程细明确权力变通排该公司违反该项变通排情况行该权力
(3) 公司成员提起法律程序禁止该公司违反第(1)(2)款情况作出作
(4) 关公司前作产生某项法律义务会履行该项义务作出作根第(3)款提起法律程序
(5) 公司作(包括该公司该公司作出财产转)会仅该公司违反第(1)(2)款情况作出该作属效
116 Company’s exercise of powers limited by articles
(1) If the objects of a company are stated in its articles the company must not do any act that it is not authorized to do by its articles
(2) If any power of a company is expressly modified or excluded by its articles the company must not exercise the power contrary to that modification or exclusion
(3) A member of a company may bring proceedings to restrain the company from doing any act in contravention of subsection (1) or (2)
(4) Proceedings must not be brought under subsection (3) in respect of any act to be done in fulfilment of a legal obligation arising from a previous act of the company
(5) An act by a company (including a transfer of property to or by the company) is not invalid only because the company does the act in contravention of subsection (1) or (2)
117 章程细等限制交易作公司具约束力
(1) 第119条规定外惠真诚公司交易该公司董事权该公司受约束权授权该公司受约束该权力须视受该公司关文件限制规限
(2) 第(1)款言 ——
(a) 某属某项交易作中方某公司属该项交易作中方该属该公司交易
(b) 非相反证明成立否公司交易须推定真诚行事
(c) 公司交易会仅该知道关董事作出关作属超越该等董事该公司关文件权力视真诚行事
(d) 公司交易须查究该公司董事该公司受约束权力限制授权该公司受约束权力限制
(3) 关公司成员权利提起法律程序禁制关董事作出超越权力范围作条影响该权利
(4) 关公司前作产生某项法律义务会履行该项义务作出作根第(3)款提起法律程序
(5) 关董事该等董事越权行事招致法律责受条影响
(6) 条中 ——
关文件 (relevant document)公司言指 ——
(a) 该公司章程细
(b) 该公司决议该公司成员类决议
(c) 该公司成员间协议该公司成员类成员间协议
117 Transaction or act binds company despite limitation in articles etc
(1) Subject to section 119 in favour of a person dealing with a company in good faith the power of the company’s directors to bind the company or authorize others to do so is to be regarded as free of any limitation under any relevant document of the company
(2) For the purposes of subsection (1)—
(a) a person deals with a company if the person is a party to any transaction or any other act to which the company is a party
(b) a person dealing with a company is presumed unless the contrary is proved to have acted in good faith
(c) a person dealing with a company is not to be regarded as acting in bad faith by reason only of the person’s knowing that an act is beyond the directors’ powers under any relevant document of the company and
(d) a person dealing with a company is not required to inquire as to the limitations on the power of the company’s directors to bind the company or authorize others to do so
(3) This section does not affect any right of a member of the company to bring proceedings to restrain the doing of an act that is beyond the directors’ powers
(4) Proceedings must not be brought under subsection (3) in respect of any act to be done in fulfilment of a legal obligation arising from a previous act of the company
(5) This section does not affect any liability incurred by the directors or any other person by reason of the directors’ exceeding their powers
(6) In this section—
relevant document (关文件) in relation to a company means—
(a) the company’s articles
(b) any resolutions of the company or of any class of members of the company or
(c) any agreements between the members or members of any class of members of the company
118 涉董事董事联系者交易作属致效
(1) 情况条适 ——
(a) 公司订立某项交易
(b) 该项交易原该公司具约束力：根第117条关董事该公司受约束权力授权该公司受约束权力须视受该公司关文件限制规限
(2) 关交易方包括 ——
(a) 关公司董事该公司控权公司董事
(b) 该董事关连实体
该项交易该公司提出求致效
(3) ——
(a) 复属关交易标物款项资产已
(b) 该公司该项交易导致损失损害获弥偿
(c) 非该项交易中方实际知悉关董事越权行事情况真诚付出价值取权利会该项交易致效受影响
(d) 该项交易获该公司确认
该项交易属致效
(4) 关交易否根第(2)款致效属第(2)(a)(b)款指交易方授权该项交易关公司董事均负法律责 ——
(a) 该方董事藉该项交易直接间接获收益该公司作出交代
(b) 该项交易导致损失损害该公司作出弥偿
(5) 非关公司董事证明订立关交易时该知悉关董事越权行事该须根第(4)款负法律责
(6) 第(7)款规定外条影响非属第(2)(a)(b)款指交易方权利
(7) 原讼法庭应关公司第(6)款涵盖方提出申请认公正条款确认分割关交易该项交易作废
(8) 关交易条例法律规质疑关公司负法律责条例法律规产生条排该条例法律规实施
(9) 第(2)(b)款中提述董事关连实体具第486条予涵义
(10) 条中 ——
交易 (transaction)包括作
118 Transaction or act involving directors or their associates is voidable
(1) This section applies if—
(a) a company enters into a transaction and
(b) the transaction binds the company because the power of the directors to bind the company or authorize others to do so is to be regarded under section 117 as free of any limitation under any relevant document of the company
(2) The transaction is voidable at the instance of the company if the parties to the transaction include—
(a) a director of the company or of a holding company of the company or
(b) an entity connected with such a director
(3) The transaction ceases to be voidable if—
(a) restitution of any money or other asset that was the subject matter of the transaction is no longer possible
(b) the company is indemnified for any loss or damage resulting from the transaction
(c) a person who is not a party to the transaction has acquired rights in good faith and for value and without actual notice of the directors’ exceeding their powers and those rights would be affected by the avoidance of the transaction or
(d) the transaction is affirmed by the company
(4) Whether or not the transaction is avoided under subsection (2) any party to the transaction falling within subsection (2)(a) or (b) is liable and any director of the company who has authorized the transaction is liable to—
(a) account to the company for any gain that the party or director has directly or indirectly made from the transaction and
(b) indemnify the company against any loss or damage resulting from the transaction
(5) A person who is not a director of the company is not liable under subsection (4) if the person shows that at the time of the transaction the person did not know that the directors were exceeding their powers
(6) Subject to subsection (7) this section does not affect the rights of any party to the transaction not falling within subsection (2)(a) or (b)
(7) The Court may on application by the company or a party covered by subsection (6) affirm sever or set aside the transaction on any terms it thinks just
(8) This section does not exclude the operation of any other Ordinance or rule of law by which the transaction may be called in question or any liability to the company may arise
(9) In subsection (2)(b) the reference to an entity connected with a director has the meaning given by section 486
(10) In this section—
transaction (交易) includes any act
119 第117条适某情况
(1) 第117条适获豁免公司作该作惠符合说明属例外 ——
(a) 该作作出时知悉关公司属获豁免公司
(b) 该作予十足代价知悉 ——
(i) 该作非该公司关文件准许
(ii) 该作超越该等董事权力
(2) 获豁免公司宣称转财产权益授予财产权益 ——
(a) 该作非该公司关文件准许事实
(b) 关董事符合说明情况行事事实：超越该公司关文件该等董事权力限制
影响符合说明权：十足代价取该财产该财产权益实际知悉(a)(b)段列情况
(3) 第(1)(2)款引起民事法律程序中提出事实负证明关事实举证责 ——
(a) 某知悉关公司属获豁免公司
(b) 某知悉该作非该公司关文件准许
(c) 某知悉该作超越该等董事权力
(4) 条中 ——
关文件 (relevant document)公司言指 ——
(a) 该公司章程细
(b) 该公司决议该公司成员类决议
(c) 该公司成员间协议该公司成员类成员间协议
获豁免公司 (exempted company)指符合说明公司 ——
(a) 属第103条指特许证关公司
(b) 根税务条例(第112章)第88条获豁免缴税
119 Section 117 not to apply to certain cases
(1) Section 117 does not apply to any act of an exempted company except in favour of a person who—
(a) does not know at the time of the act that the company is an exempted company or
(b) gives full consideration for the act and does not know—
(i) that the act is not permitted by any relevant document of the company or
(ii) that the act is beyond the powers of the directors
(2) If an exempted company purports to transfer or grant an interest in property the fact that—
(a) the act was not permitted by any relevant document of the company or
(b) the directors exceeded any limitation on their powers under any relevant document of the company
does not affect the title of a person who subsequently acquires the property or any interest in it for full consideration without actual notice of any of the circumstances set out in paragraph (a) or (b)
(3) In any civil proceedings arising out of subsection (1) or (2) the burden of proving that—
(a) a person knew that the company was an exempted company
(b) a person knew that the act was not permitted by any relevant document of the company or
(c) a person knew that the act was beyond the powers of the directors
lies on the person who asserts that fact
(4) In this section—
exempted company (获豁免公司) means a company—
(a) to which a licence under section 103 relates and
(b) that is exempt from tax under section 88 of the Inland Revenue Ordinance (Cap 112)
relevant document (关文件) in relation to a company means—
(a) the company’s articles
(b) any resolutions of the company or of any class of members of the company or
(c) any agreements between the members or members of any class of members of the company
120 章程细等中披露事宜法律构定知悉
仅事宜文件中披露视知悉该事项 ——
(a) 处长备存公司章程细
(b) 处长备存申报表决议
120 No constructive notice of matters disclosed in articles etc
A person is not to be regarded as having notice of any matter merely because the matter is disclosed in—
(a) the articles of a company kept by the Registrar or
(b) a return or resolution kept by the Registrar
第6分部 —— 公司合约
Division 6—Contracts of Company
121 公司订立代表公司订立合约
(1) 条适符合说明合约 ——
(a) 然间订立法律规定须书面形式订立须盖印章者
(b) 然间订立法律规定须书面形式订立合约方签署者
(c) 口头方式(非书面形式)订立合约然间订立会法律属效者
(2) 公司藉方式订立第(1)(a)款指明合约 ——
(a) 书面形式订立盖该公司法团印章(话)
(b) 书面形式订立第127(3)条签立合约中说明(措词)该公司签立
(3) 第(1)(b)款指明合约藉书面形式代表公司订立获该公司授权(明订默示)行事签署
(4) 第(1)(c)款指明合约获公司授权(明订默示)行事口头方式代表该公司订立
(5) 条订立合约 ——
(a) 法律效
(b) 关公司继承者该合约方均具约束力
(6) 条订立合约条批准订立该合约相方式予更改解
121 Contracts made by or on behalf of company
(1) This section applies to—
(a) a contract that would be required by law to be in writing and under seal if made between natural persons
(b) a contract that would be required by law to be in writing and to be signed by the parties to the contract if made between natural persons and
(c) a contract that though made orally and not in writing would by law be valid if made between natural persons
(2) A contract specified in subsection (1)(a) may be made by a company—
(a) in writing under the company’s common seal (if any) or
(b) in writing executed in accordance with section 127(3) and expressed (in whatever words) to be executed by the company
(3) A contract specified in subsection (1)(b) may be made on behalf of a company in writing signed by any person acting with the company’s authority (whether express or implied)
(4) A contract specified in subsection (1)(c) may be made on behalf of a company orally by any person acting with the company’s authority (whether express or implied)
(5) A contract made in accordance with this section—
(a) is effective in law and
(b) binds the company and its successors and all other parties to the contract
(6) A contract made in accordance with this section may be varied or discharged in the same manner in which it is authorized by this section to be made
122 公司成立法团前订立合约
(1) 合约公司成立法团前该公司名义订立代表该公司订立条适
(2) 明订协议相反规定外 ——
(a) 关合约意代表关公司作该公司代理订立合约般具效力
(b) 该该合约承担法律责权强制执行该合约
(3) 关公司成立法团追认关合约追认范围犹情况样 ——
(a) 该公司该合约订立时已成立法团
(b) 该合约未获该公司授权代理代表该公司订立
(4) 第(2)(b)款规定关合约获关公司追认该项追认时该款述承担法律责假该该公司成立法团未获该公司授权代理身分代表该公司订立该合约便须承担法律责
122 Contracts made before company’s incorporation
(1) This section applies if a contract purports to have been made in the name or on behalf of a company before the company was incorporated
(2) Subject to any express agreement to the contrary—
(a) the contract has effect as a contract entered into by the person purporting to act for the company or as an agent for the company and
(b) the person is personally liable on the contract and is entitled to enforce the contract
(3) After incorporation the company may ratify the contract to the same extent as if—
(a) the company had already been incorporated when the contract was entered into and
(b) the contract had been entered into on the company’s behalf by an agent acting without the company’s authority
(4) Despite subsection (2)(b) if the contract is ratified by the company then on and after the ratification the liability of the person mentioned in that subsection is not greater than the liability that the person would have incurred if the person had entered into the contract after the company’s incorporation as an agent acting without the company’s authority
123 汇票承付票
汇票承付票获公司授权行事该公司名义代表公司该公司开立承兑背书须视该代表该公司开立承兑背书
123 Bills of exchange and promissory notes
If a bill of exchange or promissory note is made accepted or endorsed in the name of or by or on behalf or on account of a company by a person acting with the company’s authority the bill or note is to be regarded as having been made accepted or endorsed on the company’s behalf
第7分部 —— 签立文件
Division 7—Execution of Documents
第1次分部 —— 公司印章
Subdivision 1—Company Seal
124 公司备法团印章等
(1) 公司备法团印章
(2) 公司法团印章须属金属印章印章阅字样第(2A)款规定刻该公司名称 (2018年第35号第10条修订)
(2A) 公司法团印章须 ——
(a) 公司兼中文名称英文名称——刻该中文名称该英文名称两者兼刻
(b) 公司中文名称英文名称——刻该中文名称该英文名称 (2018年第35号第10条增补)
(3) 第(2)款遭违反公司名责均属犯罪处第3级罚款
(4) 公司高级员代表公司授权该公司法团印章印章该印章违反第(2)款规定该高级员代表公司属犯罪处第3级罚款
124 Company may have common seal etc
(1) A company may have a common seal
(2) A company’s common seal must be a metallic seal having the company’s name engraved on it in compliance with subsection (2A) in legible form (Amended 35 of 2018 s 10)
(2A) A company’s common seal must be engraved with—
(a) if the company has both an English name and a Chinese name—the English name or the Chinese name or both or
(b) if the company has only an English name or a Chinese name—the English name or the Chinese name (Added 35 of 2018 s 10)
(3) If subsection (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(4) If an officer of a company or a person on behalf of a company uses or authorizes the use of a seal that purports to be the company’s common seal and that contravenes subsection (2) the officer or person commits an offence and is liable to a fine at level 3
125 供外正式印章
(1) 备法团印章公司备正式印章供香港外方
(2) 述正式印章须属关公司法团印章复制该正式印章须阅字样刻该印章方名称
(3) 备正式印章供某方公司藉盖法团印章书面文件授权获委派该方该公司属中方契文件盖该正式印章
(4) 某公司签立代理交易该公司该间言该代理权限 ——
(a) (关授权述明段期间述明该授权该期间持续)该期间完结前
(b) (该授权述明该期间)该接获撤销终止该代理权限通知前
持续效
(5) 盖正式印章须盖该印章契文件书面核证盖章日期点
(6) 盖正式印章契文件关公司具约束力犹该契文件已藉盖该公司法团印章签立样
(7) 条中 ——
签立代理 (executing agent)公司言指根第(3)款获该公司授权
125 Official seal for use abroad
(1) A company with a common seal may have an official seal for use outside Hong Kong
(2) Such an official seal must be a replica of the company’s common seal but have engraved on it in legible form the name of every place where it is to be used
(3) A company with an official seal for use in a place may by writing under its common seal authorize any person appointed for the purpose to affix in that place the official seal to any deed or any other document to which the company is a party
(4) As between a company and any person dealing with an executing agent of the company the authority of the agent continues—
(a) if the authorization mentions a period during which the authority is to continue until the end of the period or
(b) if the authorization does not mention such a period until a notice of revocation or termination of the agent’s authority has been given to the person
(5) The person affixing an official seal must on the deed or other document to which the seal is affixed certify in writing the date on which and the place at which the seal is so affixed
(6) A deed or other document to which an official seal is affixed binds the company as if it had been executed under the company’s common seal
(7) In this section—
executing agent (签立代理) in relation to a company means a person authorized by the company under subsection (3)
126 供股份证明书等盖印正式印章
(1) 备法团印章公司备正式印章 ——
(a) 供该公司发行证券盖印
(b) 供设定证明该公司发行证券文件盖印
(2) 述正式印章须属关公司法团印章复制该正式印章须阅字样刻securities字证券字样时刻该字该等字样
(3) 公司1984年8月31日前成立法团备述正式印章该印章第(1)款述证券文件盖印 ——
(a) 组成规该公司文书中规定
(b) 该日期前订立关盖该印章证券文件文书中规定
126 Official seal for sealing share certificates etc
(1) A company with a common seal may have an official seal—
(a) for sealing securities issued by the company or
(b) for sealing documents creating or evidencing securities issued by the company
(2) Such an official seal must be a replica of the company’s common seal but have engraved on it in legible form the word securities or the characters 证券 or both such word and characters
(3) A company that was incorporated before 31 August 1984 and that has such an official seal may use the seal for sealing any securities or documents mentioned in subsection (1) despite anything in—
(a) any instrument constituting or regulating the company or
(b) any instrument made before that date relating to securities or documents sealed with the seal
第2次分部 —— 签立规定
Subdivision 2—Execution Requirements
127 公司签立文件
(1) 公司藉盖法团印章签立文件
(2) 公司藉盖法团印章签立文件该印章须章程细条文盖
(3) 公司藉方式签立文件 ——
(a) (属名董事公司) 该董事代表该公司签署该文件
(b) (属2名2名董事公司) 士代表该公司签署该文件 ——
(i) 该2名董事2名该等董事
(ii) 该公司董事该公司公司秘书
(4) 第(3)款言某代表2间2间公司签署文件该须分身分签署该文件
(5) 第(3)款签署中说明(措词)关公司签立文件具效力犹该文件已藉盖该公司法团印章签立样
(6) 惠第(7)款指明文件已第(3)款签署该文件须视已某公司签立
(7) 关士属付出价值代价真诚购买包括 ——
(a) 承租
(b) 承
(c) 价值代价取关财产
(8) 条适符合说明文件：某公司名义代表签立某公司名义代表签立该否公司
127 Execution of documents by company
(1) A company may execute a document under its common seal
(2) If a company executes a document under its common seal the seal must be affixed in accordance with the provisions of its articles
(3) A company may also execute a document—
(a) in the case of a company with only one director by having it signed by the director on the company’s behalf or
(b) in the case of a company with 2 or more directors by having it signed on the company’s behalf by—
(i) the 2 directors or any 2 of the directors or
(ii) any of the directors and the company secretary of the company
(4) For the purposes of subsection (3) if a person is to sign a document on behalf of 2 or more companies the person must sign the document separately in each capacity
(5) A document signed in accordance with subsection (3) and expressed (in whatever words) to be executed by the company has effect as if the document had been executed under the company’s common seal
(6) In favour of a person specified in subsection (7) a document is to be regarded as having been executed by a company if the document purports to have been signed in accordance with subsection (3)
(7) The person is a purchaser in good faith for valuable consideration and includes—
(a) a lessee
(b) a mortgagee or
(c) any other person who for valuable consideration acquires the property
(8) This section also applies to a document that is executed or purports to be executed by a company in the name of or on behalf of another person whether or not that other person is also a company
128 公司签立契
(1) 公司藉方式签立文件作契 ——
(a) 第127条签立该文件
(b) 该文件中说明(措词)该文件关公司作契签立
(c) 该文件作契交付
(2) 第(1)(c)款言非相反证明成立否某文件第127条签立须推定作契交付
(3) 条条例条文突抵触处该等突抵触范围条准
128 Execution of deeds by company
(1) A company may execute a document as a deed by—
(a) executing it in accordance with section 127
(b) having it expressed (in whatever words) to be executed by the company as a deed and
(c) delivering it as a deed
(2) For the purposes of subsection (1)(c) a document is presumed unless the contrary is proved to be delivered as a deed on its being executed in accordance with section 127
(3) If there is any conflict or inconsistency between this section and the provisions of any other Ordinance this section prevails over those provisions to the extent of the conflict or inconsistency
129 公司受权签立契文件
(1) 公司藉作契签立文书般特定事宜赋权作受权香港方代表该公司签立契文件
(2) 某受权代表关公司签立契文件具效力该公司具约束力犹该契文件该公司签立样
(3) 条例签立授权书实施受条影响
129 Execution of deeds or other documents by attorney for company
(1) A company may either generally or in respect of any specific matter by an instrument executed as a deed empower any person as its attorney to execute a deed or any other document on its behalf in Hong Kong or elsewhere
(2) A deed or any other document executed by an attorney on behalf of the company binds the company and has effect as if it were executed by the company
(3) This section does not affect the operation of any other Ordinance as to the execution of powers of attorney
第8分部 —— 限公司重新注册股份限公司
Division 8—Reregistration of Unlimited Company as Company Limited by Shares
130 限公司申请重新注册股份限公司
(1) 1984年8月31日注册限公司公司 ——
(a) 通第(2)款指明特决议
(b) 第131条申请书交付处长登记
该公司重新注册股份限公司
(2) 述特决议 ——
(a) 须议决关公司重新注册股份限公司
(b) 须述明重新注册时成员法律责种方式加限制
(c) 须订定该公司章程细作出符合说明修改：该等修改属必该章程细符合条例根条例组成股份限公司公司章程细规定
(d) 须载第(3)款指明陈述
(e) 述明该公司发行股份高数目
(3) 述陈述须 ——
(a) 述明关公司重新注册前已发行股份总数该公司建议重新注册时发行股份总数
(b) 述明该公司重新注册前成员已认购股总额成员该公司重新注册时认购股总额
(c) 述明视已该公司重新注册前已发行股份总数缴付款额尚未视尚未该等股份总数缴付款额视已该公司建议重新注册时发行股份总数缴付款额尚未视尚未该等股份总数缴付款额
(d) 该等股重新注册时分类股份述明该等类类言述明 ——
(i) 第(5)款指明详情
(ii) 该公司重新注册前已发行该类股份总数该公司建议重新注册时发行该类股份总数
(iii) 该公司重新注册前成员已认讲该类股总额成员该公司重新注册时认购该类股总额
(iv) 视已该公司重新注册前已发行该类股份总数缴付款额尚未视尚未该等股份总数缴付款额视已该公司建议重新注册时发行该类股份总数缴付款额尚未视尚未该等股份总数缴付款额
(e) 名成员言述明 ——
(i) 关公司重新注册前已该成员发行股份数目该公司建议重新注册时该成员发行股份数目
(ii) 该公司重新注册前该成员已认购股总额该成员该公司重新注册时认购股总额
(4) 建议重新注册时某成员发行股份属22类第(3)(e)款规定资料须类述明
(5) 第(3)(d)款言关详情 ——
(a) 关类股份附带表决权详情包括某情况产生权利
(b) 该类股份附带分派股息时参该项分派权利详情
(c) 该类股份附带分派股时(包括进行清盘时)参该项分派权利详情
(d) 该类股份否属赎回股份
130 Unlimited company may apply for reregistration as company limited by shares
(1) A company registered as an unlimited company on or after 31 August 1984 may be reregistered as a company limited by shares if the company—
(a) passes a special resolution specified in subsection (2) and
(b) delivers to the Registrar for registration an application in accordance with section 131
(2) The special resolution—
(a) must resolve that the company is to be reregistered as a company limited by shares
(b) must state the manner in which the liability of the members is to be limited on the reregistration
(c) must provide for the alterations to the company’s articles that are necessary to bring the articles into conformity with the requirements of this Ordinance in respect of the articles of a company to be formed under this Ordinance as a company limited by shares
(d) must contain a statement specified in subsection (3) and
(e) may state the maximum number of shares that the company may issue
(3) The statement—
(a) must state the total number of shares in the company issued before the reregistration and the total number of shares that the company proposes to issue on the reregistration
(b) must state the total amount of share capital subscribed by its members before the reregistration and the total amount of share capital to be subscribed by its members on the reregistration
(c) must state the amount to be paid up or to be regarded as paid up and the amount to remain unpaid or to be regarded as remaining unpaid on the total number of shares issued before the reregistration and on the total number of shares that the company proposes to issue on the reregistration
(d) if the share capital is to be divided into different classes of shares on the reregistration must also state the classes and for each class—
(i) the particulars specified in subsection (5)
(ii) the total number of shares in that class issued before the reregistration and the total number of shares in that class that the company proposes to issue on the reregistration
(iii) the total amount of share capital in that class subscribed by its members before the reregistration and the total amount of share capital in that class to be subscribed by its members on the reregistration and
(iv) the amount to be paid up or to be regarded as paid up and the amount to remain unpaid or to be regarded as remaining unpaid on the total number of shares in that class issued before the reregistration and on the total number of shares in that class that the company proposes to issue on the reregistration and
(e) must state in respect of each member—
(i) the number of shares that the company issued to the member before the reregistration and the number of shares that the company proposes to issue to the member on the reregistration and
(ii) the total amount of share capital subscribed by the member before the reregistration and the total amount of share capital to be subscribed by the member on the reregistration
(4) If the shares proposed to be issued to a member on the reregistration belong to 2 or more classes the information required under subsection (3)(e) must be stated in respect of each class
(5) The particulars for the purposes of subsection (3)(d) are—
(a) particulars of any voting rights attached to shares in the class including rights that arise only in certain circumstances
(b) particulars of any rights attached to shares in the class as respects dividends to participate in a distribution
(c) particulars of any rights attached to shares in the class as respects capital to participate in a distribution (including on a winding up) and
(d) whether or not shares in the class are redeemable shares
131 重新注册申请
(1) 第130(1)条指申请须 ——
(a) 符合指明格式
(b) 附关特决议建议修改该公司章程细文
(2) 述申请处长已收取根第622条交付处长特决议文日交付处长
131 Application for reregistration
(1) An application under section 130(1)—
(a) must be in the specified form and
(b) must be accompanied by a copy of the company’s articles as proposed to be altered by the special resolution
(2) Such an application may only be delivered to the Registrar on or after the date on which the Registrar receives a copy of the special resolution delivered under section 622
132 新公司注册证明书发出
(1) 注册根第131(1)条交付申请章程细文时处长须发出新公司注册证明书核证该公司属股份限公司
(2) 述证明书须处长签署
(3) 述证明书发出 ——
(a) 关公司成股份限公司
(b) 条例规定根第130(2)(c)条重新注册通特决议订该公司章程细作出修改告生效
(4) 根第(1)款发出公司注册证明书属事项确证 ——
(a) 条例中关公司重新注册规定已获遵守
(b) 该公司已根条例获重新注册股份限公司
132 Issue of fresh certificate of incorporation
(1) On registering an application and a copy of the articles delivered under section 131(1) the Registrar must issue a fresh certificate of incorporation certifying that the company is a company limited by shares
(2) The certificate must be signed by the Registrar
(3) On the issue of the certificate—
(a) the company becomes a company limited by shares and
(b) the alterations to the company’s articles as provided for in the special resolution for reregistration under section 130(2)(c) take effect despite anything in this Ordinance
(4) A certificate of incorporation issued under subsection (1) is conclusive evidence that—
(a) all the requirements of this Ordinance in respect of reregistration of the company have been complied with and
(b) the company is reregistered as a company limited by shares under this Ordinance
133 重新注册股份限公司公司清盘
(1) 情况条适 ——
(a) 公司根分部前身条例第19条重新注册股份限公司
(b) 该公司清盘
(2) 公司(清盘杂项条文)条例(第32章)第170(1)(a)条规定清盘重新注册日起计3年展开时非关公司成员重新注册时成员负法律责该公司重新注册前订立合约承担债项债务作出付款作该公司资产
(3) 公司(清盘杂项条文)条例(第32章)第170(1)(c)条规定名公司重新注册时该公司成员均已该公司成员重新注册时属该公司成员成员负法律责该公司重新注册前订立合约承担债项债务作出付款作该公司资产
(4) 关公司现成员已支付根公司(清盘杂项条文)条例(第32章)规定该等成员须分担支付款项第(3)款适
(5) 公司(清盘杂项条文)条例(第32章)第170(1)(d)条规定某根第(2)(3)款负法律责分担支付款额限
___________
133 Winding up of company reregistered as company limited by shares
(1) This section applies if—
(a) a company is reregistered as a company limited by shares under this Division or section 19 of the predecessor Ordinance and
(b) the company is wound up
(2) Despite section 170(1)(a) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) a person who is not a member of the company but was a member at the time of the reregistration is liable to contribute to the assets of the company in respect of debts and liabilities of the company contracted before the reregistration if the winding up commences within 3 years beginning on the day of the reregistration
(3) Despite section 170(1)(c) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) a person who was a member or a past member of the company at the time of the reregistration is liable to contribute to the assets of the company in respect of debts and liabilities of the company contracted before the reregistration if every person who was a member of the company at that time is no longer a member of the company
(4) Subsection (3) applies even though the existing members of the company have satisfied the contribution required to be made by them under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(5) Despite section 170(1)(d) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) there is no limit on the amount that a person is liable to contribute under subsection (2) or (3)
___________
第4部
Part 4
股
(格式变更——2013年第1号编辑修订纪录)
Share Capital
(Format changes—ER 1 of 2013)
第1分部 —— 股份性质
Division 1—Nature of Shares
134 股份性质转性
(1) 成员持公司股份公司中权益属非土财产
(2) 成员持公司股份公司中权益均该公司章程细转
134 Nature and transferability of shares
(1) A share or other interest of a member in a company is personal property
(2) A share or other interest of a member in a company is transferable in accordance with the company’s articles
135 股份没面值
(1) 公司股份没面值
(2) 条适条生效日期#前发行股份适该日期日发行股份
附注——
附表11第4部第2分部载关废止面值渡性条文
_____________________
编辑附注：
# 生效日期：2014年3月3日
135 No nominal value
(1) Shares in a company have no nominal value
(2) This section applies to shares issued before the commencement date# of this section as well as shares issued on or after that date
Note—
Division 2 of Part 4 of Schedule 11 contains transitional provisions relating to the abolition of nominal value
_____________________
Editorial Note
# Commencement date 3 March 2014
136 股份编号
(1) 第(2)(3)款规定外公司股份均须适号码作识
(2) 时间 ——
(a) 公司已发行股份均属已缴足股款股份目言位阶属相等
(b) 公司某类已发行股份均属已缴足股款股份目言位阶属相等
该等股份保持属已缴足股款股份目言位阶时已发行属已缴足股款相类股份相等需识号码
(3) 公司发行新股份发行条款该等新股份段超12月期间目言位阶该公司现股份相等该公司某类现股份相等该等新股份相应现股份属已缴足股款股份目言位阶属相等两者均需识号码
(4) 第(3)款适关股份未予编号新股份股份证明书均须加适文字适印明
136 Numbering of shares
(1) Each share in a company must be distinguished by an appropriate number except as provided by subsection (2) or (3)
(2) If at any time—
(a) all the issued shares in a company are fully paid up and rank equally for all purposes or
(b) all the issued shares of a particular class in a company are fully paid up and rank equally for all purposes
none of those shares is required to have a distinguishing number as long as it remains fully paid up and ranks equally for all purposes with all shares of the same class for the time being issued and fully paid up
(3) If new shares are issued by a company on the terms that within a period not exceeding 12 months they will rank equally for all purposes with all the existing shares or with all the existing shares of a particular class in the company neither the new shares nor the corresponding existing shares are required to have distinguishing numbers as long as all of them are fully paid up and rank equally for all purposes
(4) If subsection (3) applies and the shares are not numbered any share certificates for the new shares must be appropriately worded or enfaced
137 没相反证股份证明书权证明
没相反证情况指明成员持公司股份该公司发行股份证明书属该成员该等股份权证明
137 Share certificate to be proof of title in the absence of contrary evidence
In the absence of evidence to the contrary a certificate issued by a company specifying any shares held by a member in the company is proof of the member’s title to the shares
138 废发行股额权力
公司没股份转换股额权力
附注——
第174175条载关股额转换股份条文
138 Repeal of power to issue stock
A company does not have power to convert its shares into stock
Note—
Sections 174 and 175 contain provisions relating to the reconversion of stock into shares
139 废发行股份权证权力
(1) 公司没发行股份权证权力
(2) 条生效日期#前发行股份权证持权交出该证注销时姓名名称记入公司成员登记册
(3) 公司关股份权证没交出注销情况持姓名名称记入该公司成员登记册该公司须该姓名名称记入该登记册导致蒙受损失负法律责
(4) 公司须成员登记册记入股份权证交出日期
(5) 公司章程细订定股份权证持十足程度该章程细指明目言视该公司成员
_____________________
编辑附注：
# 生效日期：2014年3月3日
139 Repeal of power to issue share warrants
(1) A company does not have power to issue a share warrant
(2) The bearer of a share warrant issued before the commencement date# of this section is entitled on surrendering it for cancellation to have the bearer’s name entered in the register of members of the company
(3) If the company enters the bearer’s name in the register of its members without the share warrant being surrendered and cancelled the company is liable for any loss suffered by a person as a result of the bearer’s name being entered in the register
(4) The company must enter the date of surrender of a share warrant in the register of its members
(5) If a company’s articles so provide the bearer of a share warrant may be regarded as a member of the company either to the full extent or for any purposes specified in the articles
_____________________
Editorial Note
# Commencement date 3 March 2014
第2分部 —— 股份配发发行
Division 2—Allotment and Issue of Shares
140 董事行权力配发股份授予权利
(1) 第141条规定外公司董事行权力 ——
(a) 配发公司股份权力
(b) 授予认购公司股份权利权力授予证券转换公司股份权利权力
(2) 第(1)款适 ——
(a) 项公司成员持股例作出约配发股份授予权利
(b) 公司成员持股例派发红股时配发股份授予权利
(c) 公司创办成员配发该成员藉签署该公司章程细意承购股份
(d) 项授予认购股份权利项授予证券转换股份权利进行股份配发前提该项权利第141条指批准授予
(3) 施行第(2)(a)款成员址法律准许作出关约该约需该成员作出
(4) 董事明知违反条授权准许违反条属犯罪
(5) 董事犯第(4)款订罪行处第5级罚款监禁6月
(6) 条第141条影响配发交易效性
140 Exercise by directors of power to allot shares or grant rights
(1) Except in accordance with section 141 the directors of a company must not exercise any power—
(a) to allot shares in the company or
(b) to grant rights to subscribe for or to convert any security into shares in the company
(2) Subsection (1) does not apply to—
(a) an allotment of shares or grant of rights under an offer made to the members of the company in proportion to their shareholdings
(b) an allotment of shares or grant of rights on a bonus issue of shares to the members of the company in proportion to their shareholdings
(c) an allotment to a founder member of a company of shares that the member by signing the company’s articles has agreed to take or
(d) an allotment of shares made in accordance with a grant of a right to subscribe for or to convert any security into shares if the right was granted in accordance with an approval under section 141
(3) For the purposes of subsection (2)(a) the offer is not required to be made to any member whose address is in a place where the offer is not permitted under the law of that place
(4) A director commits an offence if the director knowingly contravenes or authorizes or permits a contravention of this section
(5) A director who commits an offence under subsection (4) is liable to a fine at level 5 and to imprisonment for 6 months
(6) Nothing in this section or section 141 affects the validity of an allotment or other transaction
141 公司批准股份配发权利授予
(1) 公司藉决议事先予批准该公司董事行权力 ——
(a) 配发公司股份权力
(b) 授予认购公司股份权利权力授予证券转换公司股份权利权力
(2) 公司述权力行予次性批准予般性批准批准附带条件受条件规限
(3) 第(4)(5)款规限 ——
(a) 公司须举行周年成员会两项情况中较早出现者出现时述批准告期满失效 ——
(i) 紧接予该批准举行周年成员会结束
(ii) 予该批准规定须举行次周年成员会限期届满
(b) 公司第612(1)条须举行周年成员会述批准该条规定获符合日期期满失效
(c) 公司理须举行周年成员会述批准该批准指明日期(该日期超逾予批准12月)期满失效
(4) 公司时藉决议撤销更改关批准
(5) 符合两项条件董事批准期满失效配发股份授予权利 ——
(a) 该项配发授予根项关公司该项批准期满失效前作出批出约协议选择权进行
(b) 该批准容许公司作出批出会具效力约协议选择权：规定该批准期满失效配发股份授予权利
141 Allotment of shares or grant of rights with company approval
(1) The directors of a company may exercise a power—
(a) to allot shares in the company or
(b) to grant rights to subscribe for or to convert any security into shares in the company
if the company gives approval in advance by resolution of the company
(2) Approval may be given for a particular exercise of the power or for its exercise generally and may be unconditional or subject to conditions
(3) Subject to subsections (4) and (5) an approval expires—
(a) if the company is required to hold an annual general meeting on the earlier of—
(i) the conclusion of the annual general meeting held next after the approval was given
(ii) the expiry of the period within which the next annual general meeting after the approval was given is required to be held
(b) if the company is not required to hold an annual general meeting because of section 612(1) on the date on which the requirements of that section are satisfied or
(c) if the company is not required to hold an annual general meeting for any other reason on the date specified in the approval which must not be more than 12 months after the approval was given
(4) An approval may be revoked or varied at any time by resolution of the company
(5) The directors may allot shares or grant rights after an approval has expired if—
(a) the shares are allotted or the rights are granted under an offer agreement or option made or granted by the company before the approval expired and
(b) the approval allowed the company to make or grant an offer agreement or option that would or might require shares to be allotted or rights to be granted after the approval had expired
142 配发申报书
(1) 限公司须股份配发月符合第(2)款配发申报书交付处长登记
(2) 申报书 ——
(a) 须符合指明格式
(b) 须载项紧接配发时状况准股说明该项说明须符合第201条 (2018年第35号第11条修订)
(c) 须述明 ——
(i) 配发股份数目
(ii) 名获配发者姓名名称址
(iii) (公司已发行股该项配发增加)增加款额
(d) 须代价(全部部分属金钱代价非金钱代价)配发股份 ——
(i) 述明已视作已股份缴付款额(话)尚未视作尚未股份缴付款额
(ii) (属全部部分非金钱代价根第13部第2分部作出安排进行配发)载认许该安排原讼法庭命令详情
(iii) (属情况全部部分非金钱代价进行配发) 载该等股份配发关售卖合约详情服务代价订立合约详情
(e) 须入帐列已缴足股款(否资化)配发股份 ——
(i) 述明视作已股份缴付款额
(ii) 载授权进行该项资化配发决议详情
(3) 限公司违反第(1)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(4) 限公司没股份配发月交付符合第(2)款申报书原讼法庭应关公司责申请交付该申报书限期延长段原讼法庭决定期间
(5) 原讼法庭须信纳事项方根第(4)款延长限期 ——
(a) 关公司没交付关申报书属意外心失
(b) 延长限期公正公
(6) 原讼法庭延长交付申报书限期关公司责已第(3)款指罪行招致法律责告终绝第(1)款犹提述月提述该延长限期情况具效力
142 Return of allotment
(1) Within one month after an allotment of shares a limited company must deliver to the Registrar for registration a return of the allotment that complies with subsection (2)
(2) A return—
(a) must be in the specified form
(b) must include a statement of capital as at the time immediately after the allotment that complies with section 201 (Amended 35 of 2018 s 11)
(c) must state—
(i) the number of shares allotted
(ii) the name and address of each allottee and
(iii) if the company’s issued share capital is increased as a result of the allotment the amount of the increase
(d) for any shares allotted for consideration (whether wholly or partly cash consideration or noncash consideration)—
(i) must state the amount paid or regarded as paid on each share and the amount (if any) remaining unpaid or regarded as remaining unpaid on each share
(ii) in the case of an allotment wholly or partly for noncash consideration under an arrangement made under Division 2 of Part 13 must contain particulars of the order of the Court sanctioning the arrangement and
(iii) in any other case of an allotment wholly or partly for noncash consideration must contain particulars of the contract for sale or for services or other consideration in respect of which the shares were allotted and
(e) for any shares allotted credited as fully paid up (whether on or without a capitalization)—
(i) must state the amount regarded as paid on each share and
(ii) must contain particulars of the resolution authorizing the capitalization or allotment
(3) If a limited company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(4) If a limited company fails to deliver a return that complies with subsection (2) within one month after an allotment of shares the Court may on application by the company or a responsible person of the company extend the period for delivery of the return by a period determined by the Court
(5) The Court may extend a period under subsection (4) only if it is satisfied—
(a) that failure to deliver the return was accidental or due to inadvertence or
(b) that it is just and equitable to extend the period
(6) If the Court extends the period for delivery of a return any liability already incurred by the company or a responsible person of the company for an offence under subsection (3) is extinguished and subsection (1) has effect as if the reference to one month were a reference to the extended period
143 配发登记
(1) 公司须切实行范围快登记股份配发须配发日期2 月作出登记登记方式成员登记册记入第627(2)(3)条述资料
(2) 公司没股份配发日期2月登记该项配发该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
143 Registration of allotment
(1) A company must register an allotment of shares as soon as practicable and in any event within 2 months after the date of the allotment by entering in the register of its members the information referred to in section 627(2) and (3)
(2) If a company fails to register an allotment of shares within 2 months after the date of the allotment the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
144 配发发出股份证明书
(1) 公司须股份配发2 月制成该等股份股份证明书备妥该等股份证明书供交付
(2) 股份发行条件规定第(1)款适
(3) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
144 Issue of share certificate on allotment
(1) Within 2 months after an allotment of shares a company must complete the certificates for the shares and have the certificates ready for delivery
(2) Subsection (1) does not apply if the conditions of issue of the shares provide otherwise
(3) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
145 关交付股份证明书原讼法庭命令
(1) 公司股份配发违反第144条权获该等股份股份证明书该公司送达通知求该公司10日该等股份证明书交付该
(2) 第(1)款指通知某日送达公司该公司没该日10日交付关股份证明书关士原讼法庭申请第(3)款指命令
(3) 原讼法庭应第(2)款指申请作出项命令指示关公司高级员该命令指明限期关股份证明书交付关士
(4) 述命令规定关申请讼费附带费均须关公司关违反行负责高级员承担
145 Order of Court for delivery of share certificate
(1) If a company contravenes section 144 in relation to an allotment of shares a person entitled to the certificates for the shares may serve a notice on the company requiring it to deliver the certificates to the person within 10 days
(2) If a company on which a notice has been served under subsection (1) does not deliver the certificates within 10 days after service of the notice the person may apply to the Court for an order under subsection (3)
(3) On an application under subsection (2) the Court may make an order directing the company and any officer of the company to deliver the certificates to the person within the period specified in the order
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention
146 原讼法庭发行配发效
(1) 公司意发行股份配发股份 ——
(a) 该项发行配发理属效理属效
(b) 该项发行配发条款 ——
(i) 抵触条例条例获条例条例批准
(ii) 抵触公司章程细获公司章程细批准
条适
(2) 关公司该公司债权关股份持承均原讼法庭申请项命令关发行配发效确认关发行配发条款
(3) 原讼法庭信纳作出第(2)款指命令公正公作出该命令
(4) 述命令正式文交付处长时该命令意进行发行配发时起具效力
146 Validation by Court of issue or allotment
(1) This section applies if a company purports to issue or allot shares and—
(a) the issue or allotment is or may be invalid for any reason or
(b) the terms of the issue or allotment are inconsistent with or not authorized by—
(i) this Ordinance or any other Ordinance or
(ii) the company’s articles
(2) The company a creditor of the company or a holder or mortgagee of any of the shares may apply to the Court for an order validating or confirming the terms of the issue or allotment
(3) The Court may make an order under subsection (2) if the Court is satisfied that it is just and equitable to do so
(4) On delivery of an office copy of the order to the Registrar the order has effect from the time of the purported issue or allotment
第3分部 —— 佣金费
Division 3—Commissions and Expenses
147 佣金折扣津贴般禁止
(1) 第148条准许情况外公司运股份股作直接间接支付予某佣金折扣津贴作代价交换该 ——
(a) 条件条件认购该公司股份意认购该等股份
(b) 促致意促致条件条件认购该公司股份
(2) 公司运关股份股关宏旨该等股份股计入该公司取财产买款计入该公司执行工作合约价该等股份股名义买款合约价中支付方式运均属运该等股份股
(3) 条影响公司支付纪费
147 General prohibition of commissions discounts and allowances
(1) Except as permitted by section 148 a company must not apply any of its shares or share capital either directly or indirectly in payment of any commission discount or allowance to a person in consideration of the person—
(a) subscribing or agreeing to subscribe (whether absolutely or conditionally) for shares in the company or
(b) procuring or agreeing to procure subscriptions (whether absolute or conditional) for shares in the company
(2) It is immaterial how the shares or share capital are applied whether by being added to the purchase money of property acquired by the company or to the contract price of work to be executed for the company or being paid out of the nominal purchase money or contract price or otherwise
(3) Nothing in this section affects the payment of brokerage by a company
148 获准佣金
(1) 第(2)款述条件获符合公司支付佣金予某作代价交换该 ——
(a) 条件条件认购该公司股份意认购该等股份
(b) 促致意促致条件条件认购该公司股份
(2) 述条件 ——
(a) 关佣金支付获公司章程细批准
(b) 支付意支付佣金超两款额中较者 ——
(i) 发行股份价格10
(ii) 章程细批准款额佣金率
(c) (没公众士作出认购关股份约) 公司支付关款项前 ——
(i) 份符合指明格式披露佣金款额佣金率关收取佣金意条件认购股份(话)数目通知书交付处长登记
(ii) 公司发出邀请认购股份通告通知披露佣金款额佣金率关收取佣金意条件认购股份(话)数目
(3) 公司售卖东西该公司发起收取该公司款项股份形式作出付款均运收取款项股份部分支付该公司直接支付便会获条准许支付佣金
(4) 公司违反第(2)(c)(i)款提述条件该公司名责均属犯罪处第4级罚款
148 Permitted commissions
(1) If the conditions in subsection (2) are satisfied a company may pay a commission to a person in consideration of the person—
(a) subscribing or agreeing to subscribe (whether absolutely or conditionally) for shares in the company or
(b) procuring or agreeing to procure subscriptions (whether absolute or conditional) for shares in the company
(2) The conditions are that—
(a) the payment of the commission is authorized by the company’s articles
(b) the commission paid or agreed to be paid does not exceed the lesser of—
(i) 10 of the price at which the shares are issued
(ii) the amount or rate authorized by the articles and
(c) if the shares are not offered to the public for subscription the company before making the payment—
(i) delivers to the Registrar for registration a notice in the specified form disclosing the amount or rate of the commission and the number of shares (if any) that persons have agreed for a commission to subscribe for absolutely and
(ii) discloses the amount or rate of the commission and the number of shares (if any) that persons have agreed for a commission to subscribe for absolutely in any circular or notice issued by the company inviting subscriptions for the shares
(3) A vendor to promoter of or other person who receives payment in money or shares from a company may apply any part of the money or shares so received in payment of any commission the payment of which directly by the company would be permitted by this section
(4) If a company contravenes the condition referred to in subsection (2)(c)(i) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
149 股销某费佣金
公司股销 ——
(a) 开办费
(b) 根第148条前身条例第46条支付佣金
(c) 发行该公司股份开支
149 Capital may be applied in writing off certain expenses and commission
A company may apply its share capital in writing off—
(a) the preliminary expenses of the company
(b) any commission paid under section 148 or under section 46 of the predecessor Ordinance or
(c) any other expenses of any issue of shares in the company
第4分部 —— 股份转传转
Division 4—Transfer and Transmission of Shares
第1次分部 —— 股份转
Subdivision 1—Transfer of Shares
150 关转文书规定
(1) 非份妥善转文书已交付公司否该公司登记该公司股份转
(2) 项获股份权利已藉法律施行传转予某公司该登记成员权力受第(1)款影响
150 Requirement for instrument of transfer
(1) A company must not register a transfer of shares in the company unless a proper instrument of transfer has been delivered to the company
(2) Subsection (1) does not affect any power of a company to register as a member a person to whom the right to shares has been transmitted by operation of law
151 登记转拒绝登记
(1) 公司股份受出均该公司提交关转书
(2) 关转书提交2月关公司须 ——
(a) 登记关转
(b) 拒绝登记关转通知送交关受出
(3) 公司拒绝办理登记关受出均求份述明拒绝理陈述书
(4) 根第(3)款提出求关公司须接获求28日 ——
(a) 份述明关理陈述书送交该
(b) 登记关转
(5) 公司违反第(2)(4)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
151 Registration of transfer or refusal of registration
(1) The transferee or transferor of shares in a company may lodge the transfer with the company
(2) Within 2 months after the transfer is lodged the company must either—
(a) register the transfer or
(b) send the transferee and the transferor notice of refusal to register the transfer
(3) If a company refuses registration the transferee or transferor may request a statement of the reasons for the refusal
(4) If a request is made under subsection (3) the company must within 28 days after receiving the request—
(a) send the person who made the request a statement of the reasons or
(b) register the transfer
(5) If a company contravenes subsection (2) or (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
152 原讼法庭登记作出命令
(1) 公司拒绝登记项转关受关出均根条原讼法庭申请项命令
(2) 根第(1)款提出申请原讼法庭信纳该申请具备充分理应关申请命令关公司登记关转
152 Order of Court for registration
(1) If a company refuses to register a transfer the transferee or the transferor may apply to the Court for an order under this section
(2) On an application under subsection (1) the Court may order the company to register the transfer if the Court is satisfied that the application is wellfounded
153 遗产代理作出转
公司已成员股份权益该成员遗产代理转该项转效性犹该遗产代理转文书签立时该股份权益登记持样
153 Transfer by personal representative
A transfer of a share or other interest of a deceased member of a company by his or her personal representative is as valid as if the personal representative had been the registered holder of that share or interest at the time of execution of the instrument of transfer
154 转证明
(1) 公司股份转文书作出证明 ——
(a) 该公司基信赖该证明行事作出项陈述容该公司已获出示文件该等文件证明该等股份权属该转文书列名出
(b) 非项容该出该等股份权陈述
(2) 某基某公司疏忽作出虚假证明信赖行事该公司该法律责犹该项证明欺诈作出该公司便须负法律责样
(3) 条言转文书载 ——
(a) certificate lodged字样具相意思英文中文文字
(b) 具实际表面权限代表公司证明转该等文字方旁边作出签署简签
该转文书属该公司证明
(4) 非相反证明成立否 ——
(a) 第(3)(b)款提述转文书载签署简签某签署简签该签署简签须视该签署简签
(b) 该签署简签须视该加该转文书具实际表面权限代表关公司证明转该签署简签加该转文书
154 Certification of transfer
(1) The certification by a company of an instrument of transfer of shares in the company—
(a) is a representation by the company to any person acting on the faith of the certification that documents have been produced to the company that evidence title to the shares in the transferor named in the instrument and
(b) is not a representation that the transferor has any title to the shares
(2) If a person acts on the faith of a false certification by a company made negligently the company is under the same liability to the person as if the certification had been made fraudulently
(3) For the purposes of this section an instrument of transfer is certified by a company if it bears—
(a) the words certificate lodged or words to the same effect in English or Chinese and
(b) under or adjacent to those words the signature or initials of a person having the actual or apparent authority to certify transfers on behalf of the company
(4) Unless the contrary is proved a signature or initials appearing on an instrument of transfer as referred to in subsection (3)(b) must be regarded—
(a) as the signature or initials of the person whose signature or initials they purport to be and
(b) as having been placed on the instrument by that person or by another person who has the actual or apparent authority to use the signature or initials for the purpose of certifying transfers on behalf of the company
155 转发出股份证明书
(1) 公司须第(2) 款指明限期制成转该公司股份股份证明书备妥该等股份证明书供交付
(2) ——
(a) 私公司言述限期该公司提交关转书日期2月
(b) 公司言述限期该公司提交关转书日期10营业日
(3) ——
(a) 关股份发行条件规定
(b) 没转缴付印花税
(c) 转属效
(d) 关公司权拒绝登记拒绝登记转
第(1)款适该转
(4) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(5) 条中 ——
营业日 (business day)指认证券市场进行证券交易业务日子
155 Issue of share certificate on transfer
(1) Within the period specified in subsection (2) a company must complete the certificates for any of its shares that are transferred and have the certificates ready for delivery
(2) The period is—
(a) for a private company 2 months after the day on which the transfer is lodged with the company
(b) for any other company 10 business days after the day on which the transfer is lodged with the company
(3) Subsection (1) does not apply to a transfer if—
(a) the conditions of issue of the shares provide otherwise
(b) stamp duty has not been paid in respect of the transfer
(c) the transfer is invalid or
(d) the company being entitled to do so refuses to register the transfer
(4) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(5) In this section—
business day (营业日) means a day on which a recognized stock market is open for the business of dealing in securities
156 关交付股份证明书原讼法庭命令
(1) 公司股份转违反第155条权获该等股份股份证明书该公司送达通知求该公司10日该等股份证明书交付该
(2) 第(1)款指通知某日送达公司该公司没该日10日交付关股份证明书关士原讼法庭申请第(3)款指命令
(3) 原讼法庭应第(2)款指申请作出项命令指示关公司高级员该命令指明限期关股份证明书交付关士
(4) 述命令规定关申请讼费附带费均须关公司关违反行负责高级员承担
156 Order of Court for delivery of share certificate
(1) If a company contravenes section 155 in relation to a transfer of shares a person entitled to the certificates for the shares may serve a notice on the company requiring it to deliver the certificates to the person within 10 days
(2) If a company on which a notice has been served under subsection (1) does not deliver the certificates within 10 days after service of the notice the person may apply to the Court for an order under subsection (3)
(3) On an application under subsection (2) the Court may make an order directing the company and any officer of the company to deliver the certificates to the person within the period specified in the order
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention
157 关伪造股份转书赔偿
(1) 公司 ——
(a) 公司股份根份伪造转书伪造授权书转情况该项转造成损失某支付赔偿
(b) 藉保险资储备累积收入提供项基金应付赔偿申索
(c) 支付赔偿财产作保证款
(d) 股份转关股份转授权书施加该公司认必需合理限制防止伪造文件造成损失
(2) 公司根条某支付赔偿该公司针须关损失负法律责具权利补救等该名已获赔偿会具权利补救
(3) 合原公司股份已成间公司股份该间公司根条具权力等假首述公司继续存便会具权力
157 Compensation regarding forged share transfers
(1) A company may—
(a) pay compensation to a person for loss arising from a transfer of shares in the company under a forged transfer or a transfer under a forged power of attorney
(b) provide by insurance reservation of capital or accumulation of income a fund to meet claims for compensation
(c) borrow on the security of its property for the purpose of paying compensation and
(d) impose any reasonable restrictions on the transfer of its shares or with respect to powers of attorney for the transfer of its shares that the company considers necessary to guard against losses arising from forgery
(2) A company that pays compensation to a person under this section has the same rights and remedies against the person liable for the loss as the person compensated would have had
(3) If the shares in a company have by amalgamation or otherwise become shares in another company the other company has the same powers under this section as the first company would have had if it had continued
第2次分部 —— 藉法律施行传转股份
Subdivision 2—Transmission of Shares by Operation of Law
158 登记拒绝登记
(1) 某藉法律施行获传转获股份权利该书面通知公司表明该欲关股份登记该公司成员条适
(2) 接获述通知2月关公司须 ——
(a) 关关股份登记该公司成员
(b) 拒绝登记通知送交该
(3) 公司拒绝办理登记关求份述明拒绝理陈述书
(4) 根第(3)款提出求关公司须接获求28日 ——
(a) 份述明关理陈述书送交该
(b) 该关股份登记该公司成员
(5) 公司违反第(2)(4)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
158 Registration or refusal of registration
(1) This section applies if the right to shares is transmitted to a person by operation of law and the person notifies the company in writing that the person wishes to be registered as a member of the company in respect of the shares
(2) Within 2 months after receiving the notification the company must either—
(a) register the person as a member of the company in respect of the shares or
(b) send the person notice of refusal of registration
(3) If a company refuses registration the person may request a statement of the reasons for the refusal
(4) If a person makes a request under subsection (3) the company must within 28 days after receiving the request—
(a) send the person a statement of the reasons or
(b) register the person as a member of the company in respect of the shares
(5) If a company contravenes subsection (2) or (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
159 原讼法庭登记作出命令
(1) 公司根第158条拒绝登记属关股份权利传转象根条原讼法庭申请项命令
(2) 根第(1)款提出申请原讼法庭信纳该申请具备充分理应关申请命令关公司该关股份登记该公司成员
159 Order of Court for registration
(1) If a company refuses registration under section 158 the person to whom the right to the shares was transmitted may apply to the Court for an order under this section
(2) On an application under subsection (1) the Court may order the company to register the person as a member of the company in respect of the shares if the Court is satisfied that the application is wellfounded
160 关藉法律传转优先认购权
(1) 公司章程细成员某类成员予权利构成股份权利藉法律施行传转事件发生情况优先认购公司股份购买公司股份条适
(2) 条适属获股份权利传转象登记公司成员事受载章程细优先认购股份购买股份权利规限该项权利针该强制执行
160 Preemption rights in relation to transmission by law
(1) This section applies if a company’s articles give a member or class of members of the company a right of preemption or right to purchase shares in the company on the occurrence of an event that constitutes a transmission of the right to the shares by operation of law
(2) If this section applies the registration as a member of the company of the person to whom the right to the shares is transmitted is subject to the right of preemption or right to purchase shares contained in the articles and that right may be enforced against the person
第3次分部 —— 般事宜
Subdivision 3—General
161 遗嘱认证书批等证
股份转获股份权利传转言文件公司出示法律该文件某死者遗嘱认证书某死者遗产理书批充分证明该公司须接受该文件该项批充分证
161 Evidence of grant of probate etc
For the purposes of a transfer of shares or transmission of the right to shares a company must accept as sufficient evidence of the grant of probate of the will or letters of administration of a deceased person the production to the company of a document that is by law sufficient evidence of that grant
第5分部 —— 补发已遗失市公司股份证明书
Division 5—Replacement of Listed Companies’ Lost Share Certificates
162 释义
分部中 ——
合资格士 (eligible person)市公司股份言指 ——
(a) 该等股份登记持
(b) 声称权该等股份姓名名称记入公司成员登记册
原股份证明书 (original certificate)指已遗失股份证明书
真正购买者 (genuine purchaser)股份言指 ——
(a) 知悉售卖权欠妥情况真诚付出价值购买该等股份(属该等股份新股份证明书根分部发出象外)
(b) (a)段提述购买该等股份时间成该等股份享权利
登记持 (registered holder)市公司股份言指姓名名称已该等股份记入该公司成员登记册
新股份证明书 (new certificate)指代已遗失股份证明书股份证明书
网站 (website)认交易外公司言指适关认证券市场市规规定该公司须公布宣告公告文件网站
(编辑修订——2013年第1号编辑修订纪录)
162 Interpretation
In this Division—
eligible person (合资格士) in relation to shares in a listed company means—
(a) a registered holder of the shares or
(b) a person who claims to be entitled to have the person’s name entered in the register of members of the company in respect of the shares
genuine purchaser (真正购买者) in relation to shares means—
(a) a person (other than a person to whom a new certificate for the shares is issued under this Division) who purchases the shares in good faith for value and without notice of any defect in the title of the seller or
(b) a person who becomes entitled to the shares at any time after the purchase of them by a person referred to in paragraph (a)
new certificate (新股份证明书) means a share certificate that replaces a share certificate that has been lost
original certificate (原股份证明书) means a share certificate that has been lost
registered holder (登记持) in relation to shares in a listed company means a person whose name is entered in the register of members of the company in respect of the shares
website (网站) in relation to a company (other than a recognized exchange company) means the website on which the company is required by the listing rules applicable to the recognized stock market concerned to publish announcements notices or other documents
163 申请新股份证明书
(1) 市公司股份股份证明书已遗失合资格士该公司申请新股份证明书
(2) 述申请 ——
(a) 须符合指明格式
(b) 须附合资格士作出述明事宜法定声明 ——
(i) 原股份证明书已遗失
(ii) 该时原股份证明书该该股份证明书
(iii) 该否关股份签立转书( 否留空填)
(iv) 权姓名名称关股份记入关公司成员登记册
(v) 核实提出该申请理属必需事宜
163 Application for new certificate
(1) If a share certificate for shares in a listed company has been lost an eligible person may apply to the company for a new certificate
(2) The application—
(a) must be in the specified form and
(b) must be accompanied by a statutory declaration by the eligible person stating the following—
(i) that the original certificate has been lost
(ii) when the original certificate was last in the person’s possession and how the person ceased to have possession of it
(iii) whether the person has executed any transfer in respect of the shares in blank or otherwise
(iv) that no other person is entitled to have their name entered in the register of members of the company in respect of the shares and
(v) any other matters that are necessary to verify the grounds on which the application is made
164 公布规定
(1) 市公司拟应第163条指申请发出新股份证明书须条刊登符合指明格式公告
(2) 述公告 ——
(a) 须关公司网站公布
(b) 情况须宪报刊登 ——
(i) 提出关申请合资格士关股份登记持没获该持意提出该申请
(ii) 该等股份新价值超200000
(3) 关公告须首次根第(2)(a)款关公司网站公布月根第(2)(b)款宪报刊登
(4) 公布刊登条指公告前 ——
(a) 关股份某证券市场市关公司须该公告文交付营办该证券市场认交易
(b) 关公司须该交易获授权员处取份证明书证明该文正第(5)款展示
(5) 认交易须关证券市场营运处显眼方展示根第(4)(a)款接获公告文正式网站提供该公告 ——
(a) 须根第(2)(b)款刊登公告须少展示公布月
(b) 须根第(2)(b)款刊登公告须少展示公布3月
(6) 第(5)款言情况没该款述期间间断交易正式网站提供某公告文须予理会 ——
(a) 该期间部分时间该公告该网站提供
(b) 没该期间间断提供该公告完全理期该交易防止避免情况
(7) 提出关申请合资格士关股份登记持没获该持意提出该申请关市公司 ——
(a) 须条指公告文挂号邮递寄公司成员登记册载该持址方式送达该持
(b) 送达该文日少3月公布刊登条指公告
(8) 条中 ——
新价值 (latest value)股份言指公司类股份提出新股份证明书申请前认证券市场录成交价计算价值
164 Publication requirements
(1) A listed company that intends to issue a new certificate on an application under section 163 must publish a notice in the specified form in accordance with this section
(2) The notice must be published—
(a) on the company’s website and
(b) in the Gazette if—
(i) the eligible person making the application is not the registered holder of the shares or does not have the registered holder’s consent to make the application or
(ii) the latest value of the shares exceeds 200000
(3) The notice must be published in the Gazette under subsection (2)(b) within one month after it is first published on the company’s website under subsection (2)(a)
(4) Before publishing a notice under this section the company must—
(a) deliver a copy of the notice to the recognized exchange company that operates the stock market on which the shares concerned are listed and
(b) obtain a certificate from an authorized officer of that exchange company that the copy is being exhibited in accordance with subsection (5)
(5) A recognized exchange company must exhibit a copy of a notice received under subsection (4)(a) in a conspicuous place on the premises on which the stock market operates or make the notice available on its official website for a period of at least—
(a) one month for a notice that is not required to be published under subsection (2)(b) or
(b) 3 months for a notice that is required to be published under subsection (2)(b)
(6) For the purposes of subsection (5) a failure to make a copy of a notice available on an exchange company’s official website throughout a period mentioned in that subsection is to be disregarded if—
(a) the notice is made available on the website for part of that period and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected that exchange company to prevent or avoid
(7) If the application was made by an eligible person who is not the registered holder of the shares and does not have the registered holder’s consent to make the application the listed company—
(a) must serve a copy of the notice under this section on the registered holder by sending it by registered post to the registered holder’s last address appearing in the register of members of the company and
(b) must not publish the notice under this section until at least 3 months after the day on which the copy was served
(8) In this section—
latest value (新价值) of shares means the value of the shares calculated at the last recorded price paid for shares of the same class in the company at the recognized stock market prior to the making of the application for the new certificate
165 发出新股份证明书
(1) 条件获符合市公司应第163 条指申请发出新股份证明书 ——
(a) 该公司已公布刊登第164 条指公告 ——
(i) (该公告根第164(2)(a)条公布)该公告已段期少月期间间断该公司网站提供
(ii) (该公告根第164(2)(b)条刊登)该公告已段期少3月期间间断该公司网站提供第164(3)条宪报刊登
(b) 该公司没接获关股份提出申索通知
(c) 该申请非关股份登记持合资格士提出 ——
(i) 关该等股份转文书已根第150条交付该公司
(ii) (提出该申请未该持意)该公司已安排份转文书该公司委代表该持签立该申请代表身签立
(2) 第(1)(c)(ii)款提述转文书须视根第150条妥交付关公司转文书
(3) 发出新股份证明书市公司须作延搁 ——
(a) 取消原股份证明书
(b) 成员登记册记录新股份证明书发出记录原股份证明书取消
(4) 第(1)(a)款言情况没该款述期间间断公司网站提供某公告须予理会 ——
(a) 该期间部分时间该公告该网站提供
(b) 没该期间间断提供该公告完全理期该公司防止避免情况
165 Issue of new certificate
(1) A listed company may issue a new certificate on an application under section 163 if—
(a) the company has published a notice under section 164 and—
(i) if the notice is published under section 164(2)(a) the notice has been made available on the company’s website throughout a period of at least one month or
(ii) if the notice is published under section 164(2)(b) the notice has been made available on the company’s website throughout a period of at least 3 months and published in the Gazette in accordance with section 164(3)
(b) the company has not received notice of any other claim in respect of the shares and
(c) in the case of an application by an eligible person who is not the registered holder of the shares—
(i) an instrument of transfer in respect of the shares has been delivered to the company under section 150 or
(ii) if the application was made without the registered holder’s consent the company has caused an instrument of transfer to be executed on behalf of the registered holder by a person appointed by the company and executed by the applicant on the applicant’s own behalf
(2) An instrument of transfer referred to in subsection (1)(c)(ii) is to be regarded as an instrument of transfer duly delivered to the company under section 150
(3) A listed company that issues a new certificate must without delay—
(a) cancel the original certificate and
(b) record the issue of the new certificate and cancellation of the original certificate in the register of its members
(4) For the purposes of subsection (1)(a) a failure to make a notice available on a company’s website throughout a period mentioned in that subsection is to be disregarded if—
(a) the notice is made available on the website for part of that period and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid
166 发出新股份证明书公告
(1) 市公司发出新股份证明书 ——
(a) 该公司须条规定指明格式公布刊登公告
(b) 关股份某证券市场市该公司须该证明书发出日期14日该公告文交付营办该证券市场认交易
(2) 关公告须藉方式公布︰段期少7日期间间断关市公司网站提供该公告该段期间须关证明书发出日期14日开始
(3) 第164(2)(b)条规定关市公司宪报刊登公告公布拟发出新股份证明书意该证明书发出日期14日条指公告须宪报刊登
(4) 第(2)款言情况没该款述期间间断市公司网站提供某公告须予理会 ——
(a) 该期间部分时间该公告该网站提供
(b) 没该期间间断提供该公告完全理期该公司防止避免情况
(5) 市公司违反条该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
166 Public notice of issue of new certificate
(1) A listed company that issues a new certificate must—
(a) publish a notice in the specified form in accordance with this section and
(b) deliver a copy of the notice to the recognized exchange company that operates the stock market on which the shares concerned are listed within 14 days after the date of issue
(2) The notice must be published by making it available on the listed company’s website throughout a period of at least 7 days beginning on a date falling within 14 days after the date of issue
(3) If the listed company was required by section 164(2)(b) to publish a notice in the Gazette of its intention to issue the new certificate the notice under this section must also be published in the Gazette within 14 days after the date of issue
(4) For the purposes of subsection (2) a failure to make a notice available on a listed company’s website throughout a period mentioned in that subsection is to be disregarded if—
(a) the notice is made available on the website for part of that period and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid
(5) If a listed company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
167 关更正登记册原讼法庭命令
(1) 符合条规定市公司股份发出新股份证明书分部影响原讼法庭根第633条具权力针士作出利声称该等股份享权利命令 ——
(a) 获发新股份证明书
(b) 该等股份名列公司成员登记册
(2) 第(1)(b)款提述关股份真正购买者原讼法庭根第633条针该作出命令
(3) 原讼法庭根第633条作出命令该命令针获发新股份证明书针关股份名列公司成员登记册 ——
(a) 原讼法庭命令该公司支付损害赔偿
(b) 该公司需分部发出新股份证明书取消原股份证明书引致损害负法律责
附注——
第633条赋予原讼法庭权力作出更正公司成员登记册命令
167 Orders of Court for rectification of the register
(1) Subject to this section if a listed company issues a new certificate in respect of shares nothing in this Division affects the power of the Court to make an order under section 633 in favour of a person claiming to be entitled to the shares as against—
(a) the person to whom the new certificate is issued or
(b) a person whose name is subsequently entered in the register of members of the company in respect of the shares
(2) The Court must not make an order under section 633 as against a person referred to in subsection (1)(b) if that person is a genuine purchaser of the shares
(3) If the Court makes an order under section 633 as against the person to whom the new certificate is issued or a person whose name is subsequently entered in the register of members of the company in respect of the shares—
(a) the Court must not order the payment of damages by the company and
(b) the company is not otherwise liable for any damage caused by the issue of the new certificate or cancellation of the original certificate in accordance with this Division
Note—
Section 633 gives the Court power to make an order for rectification of the register of members of a company
168 命令更正情况法律责
(1) 第 167(2)条根第633条作出命令条适
(2) 非公司作出具欺骗成分作否公司需申索新股份证明书发出原股份证明书取消蒙受损害负法律责
(3) 关股份真正购买者获发新股份证明书购买该须该等股份购买日价值申索负法律责
(4) 关股份真正购买者该等股份名列公司成员登记册购买获发新股份证明书该等股份名列公司成员登记册(真正购买者外)均须该等股份该真正购买者购买日价值申索负法律责
(5) 条中 ——
申索 (claimant) 指第167(2)条属根第633条作出命令惠
168 Liability if rectification cannot be ordered
(1) This section applies if an order cannot be made under section 633 because of section 167(2)
(2) The company is not liable for any damage suffered by the claimant because of the issue of the new certificate or cancellation of the original certificate unless the company has acted deceitfully
(3) If the genuine purchaser purchased the shares from the person to whom the new certificate is issued the person to whom the new certificate is issued is liable to the claimant for the value of the shares as at the date of purchase
(4) If the genuine purchaser purchased the shares from a person whose name was subsequently entered in the register of members of the company in respect of the shares the person to whom the new certificate is issued and any person whose name was subsequently entered in the register in respect of the shares (other than a genuine purchaser) are jointly and severally liable to the claimant for the value of the shares as at the date the shares were purchased by the genuine purchaser
(5) In this section—
claimant (申索) means the person in whose favour an order could have been made under section 633 but for section 167(2)
169 申请须支付开支
(1) 新股份证明书申请须支付关关申请开支
(2) 市公司拒绝处理拒绝进步处理项申请直该公司信纳关申请已支付关关申请开支拨出合理准备金止
169 Applicant to pay expenses
(1) An applicant for a new certificate must pay all expenses relating to the application
(2) A listed company may refuse to deal or to deal further with an application until it is satisfied that the applicant has made reasonable provision for payment of the expenses relating to the application
第6分部 —— 股更改
Division 6—Alteration of Share Capital
170 获准许股更改
(1) 限公司藉第(2)款列明种种方式更改股
(2) 公司 ——
(a) 藉部配发发行新股份增加股
(b) 没配发发行新股份情况增加股前提增加股需资金资产该公司成员提供
(c) 没配发发行新股份情况利润资化
(d) 没增加股情况配发发行红股
(e) 全部股份转换更更数目股份
(f) 取消股份 ——
(i) 截关取消股份决议通日尚未获承购意承购股份
(ii) 没收股份
(3) 限公司藉决议进行第(2)(e)(f)款提述股更改
附注——
第140141条载条文求作出批准股份配发公司决议该等条文第(2)(a)(c)(d)款提述股更改关
(4) 第(3)款提述决议授权公司 ——
(a) 行关权力次
(b) 指明时间指明情况行关权力
(5) 根第(2)(e)款转换股份属尚未缴付股款须代股份间均分配
(6) 股份根第(2)(f)款取消公司须取消股份款额减少股
(7) 第5部言根条取消股份非减少股
(8) 限公司章程细禁止限制行条赋予权力
170 Permitted alteration of share capital
(1) A limited company may alter its share capital in any one or more of the ways set out in subsection (2)
(2) The company may—
(a) increase its share capital by allotting and issuing new shares in accordance with this Part
(b) increase its share capital without allotting and issuing new shares if the funds or other assets for the increase are provided by the members of the company
(c) capitalize its profits with or without allotting and issuing new shares
(d) allot and issue bonus shares with or without increasing its share capital
(e) convert all or any of its shares into a larger or smaller number of shares
(f) cancel shares—
(i) that at the date the resolution for cancellation is passed have not been taken or agreed to be taken by any person or
(ii) that have been forfeited
(3) A limited company may alter its share capital as referred to in subsection (2)(e) or (f) only by resolution of the company
Note—
Sections 140 and 141 contain provisions requiring a resolution of the company for an allotment of shares Those sections may be relevant to an alteration of share capital referred to in subsection (2)(a) (c) or (d)
(4) A resolution referred to in subsection (3) may authorize the company to exercise the power—
(a) on more than one occasion
(b) at a specified time or in specified circumstances
(5) Any amount remaining unpaid on shares being converted under subsection (2)(e) is to be divided equally among the replacement shares
(6) If shares are cancelled under subsection (2)(f) the company must reduce its share capital by the amount of the shares cancelled
(7) For the purposes of Part 5 a cancellation of shares under this section is not a reduction of share capital
(8) A limited company’s articles may exclude or restrict the exercise of a power conferred by this section
171 更改股通知
(1) 公司须根第170条更改股月更改股份通知交付处长登记
(2) 述通知 ——
(a) 须符合指明格式
(b) (公司已发行股关更改增加)须述明增加款额
(c) 须载项紧接更改时状况准股说明该项说明须符合第201条 (2018年第35号第12条修订)
(3) 股更改涉股份配发公司需该项更改交付条指通知
附注——
第142条股份配发规定公司须配发申报书交付处长登记
(4) 公司违反第(1)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
171 Notice of alteration of share capital
(1) Within one month after altering its share capital under section 170 a company must deliver a notice to the Registrar for registration in relation to the alteration of share capital
(2) The notice—
(a) must be in the specified form
(b) if the company’s issued share capital is increased by the alteration must state the amount of the increase and
(c) must include a statement of capital as at the time immediately after the alteration that complies with section 201 (Amended 35 of 2018 s 12)
(3) A company is not required to deliver a notice under this section in relation to an alteration of share capital involving an allotment of shares
Note—
For an allotment of shares section 142 requires a company to deliver a return of the allotment to the Registrar for registration
(4) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
172 股币值重订
(1) 限公司藉决议股类股份某种货币计值转换种货币计值程序称币值重订
(2) 条指决议授权限公司 ——
(a) 股作币值重订次
(b) 指明时间指明情况股作币值重订
(3) 公司章程细订成员权利责公司章程细订影响成员限制均受股币值重订影响
(4) 股币值重订尤影响收取股息权利(包括收取某特定货币计值股息权利)表决权关股份尚未缴付股款法律责(包括某特定货币计值法律责)
(5) 条言公司章程细包括配发持该公司股份条款
(6) 限公司章程细禁止限制行条赋予权力
172 Redenomination of share capital
(1) A limited company may by resolution of the company convert its share capital or any class of shares from one currency to another currency This is known as a redenomination
(2) A resolution under this section may authorize a limited company to redenominate its share capital—
(a) on more than one occasion
(b) at a specified time or in specified circumstances
(3) A redenomination does not affect any rights or obligations of members under the company’s articles or any restrictions affecting members under the company’s articles
(4) In particular it does not affect any entitlement to dividends (including entitlement to dividends in a particular currency) voting rights or liability in respect of amounts remaining unpaid on shares (including liability in a particular currency)
(5) For the purposes of this section the company’s articles include the terms on which any shares in the company are allotted or held
(6) A limited company’s articles may exclude or restrict the exercise of a power conferred by this section
173 股币值重订通知
(1) 公司须根第172条通决议月股币值重订份通知交付处长登记该通知须符合指明格式
(2) 述通知须载项紧接股币值重订时状况准股说明该项说明须符合第201条 (2018年第35号第13条修订)
(3) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
173 Notice of redenomination
(1) Within one month after passing a resolution under section 172 a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination
(2) The notice must include a statement of capital as at the time immediately after the redenomination that complies with section 201 (Amended 35 of 2018 s 13)
(3) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
174 股额转换股份
(1) 公司条例废缴足股款股份转换股额权力前已缴足股款股份转换股额该公司藉决议该股额转换缴足股款股份
附注——
第138条废公司股份转换股额权力
(2) 条指决议授权公司 ——
(a) 行股额转换权力次
(b) 指明时间指明情况行股额转换权力
174 Reconversion of stock into shares
(1) A company that has converted paid up shares into stock (before the repeal by this Ordinance of the power to do so) may by resolution of the company reconvert that stock into paid up shares
Note—
Section 138 repeals the power of a company to convert its shares into stock
(2) A resolution under this section may authorize a company to exercise the power to reconvert stock—
(a) on more than one occasion
(b) at a specified time or in specified circumstances
175 转换通知
(1) 公司须根第174条通决议月股额转换事份通知交付处长登记该通知须符合指明格式
(2) 述通知须载项紧接转换股额时状况准股说明该项说明须符合第201条 (2018年第35号第14条修订)
(3) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
175 Notice of reconversion
(1) Within one month after passing a resolution under section 174 a company must deliver a notice in the specified form to the Registrar for registration in relation to the reconversion of stock
(2) The notice must include a statement of capital as at the time immediately after the reconversion that complies with section 201 (Amended 35 of 2018 s 14)
(3) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
第7分部 —— 股份类类权利
Division 7—Classes of Shares and Class Rights
第1次分部 —— 股公司
Subdivision 1—Companies having a Share Capital
176 次分部适范围
次分部适股公司
176 Application of Subdivision
This Subdivision applies to a company that has a share capital
177 股份附带权利
条例中提述属公司某股份类股份附带权利提述该股份持作该公司成员权利
177 Rights attached to shares
In this Ordinance a reference to the rights attached to a share in a class of shares in a company is a reference to the rights of the holder of that share as a member of the company
178 股份类
(1) 条例言某股份附带权利方面均属划该等股份属类
(2) 配发股份紧接配发12月带相收取股息权利关股份附带权利会仅该事宜视异股份附带权利
178 Classes of shares
(1) For the purposes of this Ordinance shares are in one class if the rights attached to them are in all respects uniform
(2) The rights attached to shares are not to be regarded as different from those attached to other shares only because they do not carry the same rights to dividends in the 12 months immediately following their allotment
179 类股份说明
(1) 类股份公司发出股份证明书均须显眼位置载项陈述 ——
(a) 述明该公司股分类股份
(b) 指明类股份附带表决权
(2) 公司某类股份持没该公司成员会表决权利 ——
(a) 该类股份说明称号须包括表决权中文字样non voting英文字样
(b) 该公司须确保述字样发出股份证明书清晰阅显示
(3) 股份称优先股具优先权股份第(2)款适该等股份
(4) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
179 Description of shares of different classes
(1) A share certificate issued by a company that has different classes of shares must contain in a prominent position a statement—
(a) stating that the company’s share capital is divided into different classes of shares and
(b) specifying the voting rights attached to shares in each class
(2) If a company has a class of shares the holders of which are not entitled to vote at general meetings of the company—
(a) the descriptive title of shares in the class must include the words non voting or the Chinese characters 表决权 and
(b) the company must ensure that those words appear legibly on any share certificate issued by the company
(3) Subsection (2) does not apply to shares that are described as preference shares or preferred shares
(4) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
180 更改类权利
(1) 某股份属公司某类股份该等股份附带权利 ——
(a) 章程细中关更改该等权利条文更改
(b) 没该等条文情况该类股份持条予意更改
(2) 第(1)款损害更改权利限制
例子——
公司某类股份持订立协议更改类权利施加限制
(3) 第(1)(b)款目需意 —— (2018年第35号第15条修订)
(a) 持书面意该名该等持持表决权占关类股份持总表决权中少75
(b) 分开举行该类股份持成员会通认许关更改特决议
(4) 关更改意 ——
(a) 全体意——该项更改第(4B)款指明时间生效
(b) 全体意——该项更改第(4C)款指明时间生效 (2018年第35号第15条代)
(4A) 第(4)款言关更改全体意 ——
(a) 持书面意该名该等持持表决权关类股份持总表决权
(b) 分开举行该类股份持成员会致通决议该名该等持持表决权该类股份持总表决权 (2018年第35号第15条增补)
(4B) 第(4)(a)款指明时间 ——
(a) 关全体意日期
(b) 该全体意指明较日期——该较日期 (2018年第35号第15条增补)
(4C) 第(4)(b)款指明时间 ——
(a) 没根第182条提出申请求否决关更改——根该条提出申请限期终结时
(b) 根该条提出申请求否决该项更改 ——
(i) 该项申请撤回时该项申请获终局裁定时
(ii) (项申请)该等申请中项申请撤回时该项申请获终局裁定时 (2018年第35号第15条增补)
(4D) 关更改否决第(4)(b)款适 (2018年第35号第15条增补)
(5) 公司章程细中关更改某类股份附带权利条文修订该等条文加插该章程细身须视该等权利更改
(6) 条影响原讼法庭根第673675725条具权力
180 Varying class rights
(1) Rights attached to shares in a class of shares in a company may be varied only—
(a) in accordance with provisions in the company’s articles for the variation of those rights or
(b) if there are no such provisions with the consent of holders of shares in that class given in accordance with this section
(2) Subsection (1) is without prejudice to any other restrictions on the variation of the rights
Example—
A company could make an agreement with the holders of shares in a class that imposes restrictions on the variation of class rights
(3) The consent required for the purposes of subsection (1)(b) is— (Amended 35 of 2018 s 15)
(a) written consent of holders representing at least 75 of the total voting rights of holders of shares in the class or
(b) a special resolution passed at a separate general meeting of holders of shares in the class sanctioning the variation
(4) A variation takes effect—
(a) if the consent for the variation is full consent—at the time specified in subsection (4B) or
(b) if the consent for the variation is not full consent—at the time specified in subsection (4C) (Replaced 35 of 2018 s 15)
(4A) For the purposes of subsection (4) full consent for a variation is—
(a) written consent of all holders representing the total voting rights of holders of shares in the class or
(b) a resolution passed unanimously by all holders representing the total voting rights of holders of shares in the class at a separate general meeting of those holders (Added 35 of 2018 s 15)
(4B) The time specified for the purposes of subsection (4)(a) is—
(a) the date of the full consent or
(b) if a later date is specified for the purpose in the full consent—the later date (Added 35 of 2018 s 15)
(4C) The time specified for the purposes of subsection (4)(b) is—
(a) if no application is made under section 182 for the variation to be disallowed—the end of the period within which applications may be made under that section or
(b) if an application is made under that section for the variation to be disallowed—
(i) the time when the application is withdrawn or finally determined or
(ii) (if there is more than one application) the time when the last of the applications is withdrawn or finally determined (Added 35 of 2018 s 15)
(4D) Subsection (4)(b) does not apply if the variation is disallowed (Added 35 of 2018 s 15)
(5) Any amendment of a provision in a company’s articles for the variation of the rights attached to shares in a class or the insertion of any such provision into the articles is itself to be regarded as a variation of those rights
(6) Nothing in this section affects the Court’s powers under sections 673 675 and 725
181 更改通知类成员
(1) 属公司某类股份股份附带权利更改该公司须该项更改作出日期14日该类股份名持发出关该项更改书面通知
(2) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
181 Notifying class members of variation
(1) If the rights attached to shares in any class of shares in a company are varied the company must give written notice of the variation to each holder of shares in that class within 14 days after the date on which the variation is made
(2) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
182 原讼法庭否决确认更改事宜
(1) 属公司某类股份股份附带权利更改持表决权占该类股份持总表决权中少10持原讼法庭提出申请求否决该项更改
(1A) 然关更改书面意决议作出关持根第(1)款原讼法庭提出申请求否决该项更改 ——
(a) 持书面意该名该等持持表决权关类股份持总表决权
(b) 分开举行该类股份持成员会致通决议该名该等持持表决权该类股份持总表决权 (2018年第35号第16条增补)
(2) 述申请须关更改作出日期28日提出
(3) 述申请权提出申请全部关成员书面委中代表提出
(4) 聆讯申请时述权陈词 ——
(a) 关申请
(b) 原讼法庭觉该申请中利害关系
(5) 原讼法庭信纳关更改会公损害申请代表成员藉命令否决该项更改
(6) 原讼法庭信纳关更改会公损害申请代表成员须藉命令确认该项更改
(7) 条影响 ——
(a) 成员根第724条原讼法庭提出呈请权利
(b) 原讼法庭根第725条具权力
182 Disallowance or confirmation of variation by Court
(1) If the rights attached to shares in any class of shares in a company are varied holders representing at least 10 of the total voting rights of holders of shares in the class may apply to the Court to have the variation disallowed
(1A) However the holders may not apply to the Court under subsection (1) to have the variation disallowed if the variation is made with—
(a) written consent of all holders representing the total voting rights of holders of shares in the class or
(b) a resolution passed unanimously by all holders representing the total voting rights of holders of shares in the class at a separate general meeting of those holders (Added 35 of 2018 s 16)
(2) An application must be made within 28 days after the date on which the variation is made
(3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed in writing by all of them
(4) The following persons are entitled to be heard on an application—
(a) the applicant
(b) any other person who appears to the Court to be interested in the application
(5) The Court may by order disallow the variation if it is satisfied that the variation would unfairly prejudice the members represented by the applicant
(6) If the Court is not so satisfied it must by order confirm the variation
(7) Nothing in this section affects—
(a) the right of a member to petition the Court under section 724 or
(b) the Court’s powers under section 725
183 原讼法庭命令交付处长
(1) 原讼法庭根第182条某公司作出命令该公司须该命令作出15日该命令正式文交付处长登记
(2) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
183 Delivery of order of Court to Registrar
(1) If the Court makes an order under section 182 in relation to a company the company must deliver an office copy of the order to the Registrar for registration within 15 days after it is made
(2) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
184 更改通知处长
(1) 属公司某类股份股份附带权利更改该公司须该项更改生效日期月文件交付处长登记 ——
(a) 批准该项更改决议文件文
(b) 符合指明格式通知该通知须载紧接该项更改生效时状况准股说明该项说明须符合第201条 (2018年第35号第17条修订)
(2) 根条例条文关公司须关决议文件文交付处长第(1)(a)款适
(3) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
184 Notifying Registrar of variation
(1) If the rights attached to shares in any class of shares in a company are varied the company must deliver to the Registrar for registration within one month after the date on which the variation takes effect—
(a) a copy of the resolution or other document that authorized the variation and
(b) a notice in the specified form including a statement of capital as at the time immediately after the variation takes effect that complies with section 201 (Amended 35 of 2018 s 17)
(2) Subsection (1)(a) does not apply if the company is required to deliver a copy of the resolution or other document to the Registrar under another provision of this Ordinance
(3) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
第2次分部 —— 股公司
Subdivision 2—Companies without a Share Capital
185 次分部适范围
次分部适股公司
185 Application of Subdivision
This subdivision applies to a company that does not have a share capital
186 成员权利
条例中提述股公司某类成员权利提述该成员作该公司成员具该类成员权利
186 Rights of members
In this Ordinance a reference to the rights of a class of members of a company that does not have a share capital is a reference to the rights of the members in that class in their capacity as members of the company
187 成员类
条例言股公司某成员权利方面均属划该等成员属类
187 Classes of members
For the purposes of this Ordinance members of a company that does not have a share capital are in one class if the rights of the members are in all respects uniform
188 更改类权利
(1) 股公司某类成员权利 ——
(a) 章程细中关更改该等权利条文更改
(b) 没该等条文情况该类成员条予意更改
(2) 第(1)款损害更改权利限制
例子——
公司某类成员订立协议更改类权利施加限制
(3) 第(1)(b)款目需意 —— (2018年第35号第18条修订)
(a) 关类成员中少75成员书面意
(b) 分开举行该类成员成员会通认许关更改特决议
(4) 关更改意 ——
(a) 全体意——该项更改第(4B)款指明时间生效
(b) 全体意——该项更改第(4C)款指明时间生效 (2018年第35号第18条代)
(4A) 第(4)款言关更改全体意 ——
(a) 关类成员书面意
(b) 分开举行该类成员成员会成员致通决议 (2018年第35号第18条增补)
(4B) 第(4)(a)款指明时间 ——
(a) 关全体意日期
(b) 该全体意指明较日期——该较日期 (2018年第35号第18条增补)
(4C) 第(4)(b)款指明时间 ——
(a) 没根第190条提出申请求否决关更改——根该条提出申请限期终结时
(b) 根该条提出申请求否决该项更改 ——
(i) 该项申请撤回时该项申请获终局裁定时
(ii) (项申请)该等申请中项申请撤回时该项申请获终局裁定时 (2018年第35号第18条增补)
(4D) 关更改否决第(4)(b)款适 (2018年第35号第18条增补)
(5) 公司章程细中关更改某类成员权利条文修订该等条文加插该章程细身须视该等权利更改
(6) 条影响原讼法庭根第673675725条具权力
188 Varying class rights
(1) Rights of a class of members of a company that does not have a share capital may be varied only—
(a) in accordance with provisions in the company’s articles for the variation of those rights or
(b) if there are no such provisions with the consent of the members of that class given in accordance with this section
(2) Subsection (1) is without prejudice to any other restrictions on the variation of the rights
Example—
A company could make an agreement with the members of a class that imposes restrictions on the variation of class rights
(3) The consent required for the purposes of subsection (1)(b) is— (Amended 35 of 2018 s 18)
(a) written consent of at least 75 of the members in the class or
(b) a special resolution passed at a separate general meeting of the members in the class sanctioning the variation
(4) A variation takes effect—
(a) if the consent for the variation is full consent—at the time specified in subsection (4B) or
(b) if the consent for the variation is not full consent—at the time specified in subsection (4C) (Replaced 35 of 2018 s 18)
(4A) For the purposes of subsection (4) full consent for a variation is—
(a) written consent of all members in the class or
(b) a resolution passed unanimously by all members in the class at a separate general meeting of those members (Added 35 of 2018 s 18)
(4B) The time specified for the purposes of subsection (4)(a) is—
(a) the date of the full consent or
(b) if a later date is specified for the purpose in the full consent—the later date (Added 35 of 2018 s 18)
(4C) The time specified for the purposes of subsection (4)(b) is—
(a) if no application is made under section 190 for the variation to be disallowed—the end of the period within which applications may be made under that section or
(b) if an application is made under that section for the variation to be disallowed—
(i) the time when the application is withdrawn or finally determined or
(ii) (if there is more than one application) the time when the last of the applications is withdrawn or finally determined (Added 35 of 2018 s 18)
(4D) Subsection (4)(b) does not apply if the variation is disallowed (Added 35 of 2018 s 18)
(5) Any amendment of a provision in a company’s articles for the variation of the rights of a class of members or the insertion of any such provision into the articles is itself to be regarded as a variation of those rights
(6) Nothing in this section affects the Court’s powers under sections 673 675 and 725
189 更改通知类成员
(1) 股公司某类成员权利更改该公司须该项更改作出日期14日该类名成员发出关该项更改书面通知
(2) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
189 Notifying class members of variation
(1) If the rights of any class of members of a company that does not have a share capital are varied the company must give written notice of the variation to each member in that class within 14 days after the date on which the variation is made
(2) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
190 原讼法庭否决确认更改事宜
(1) 股公司某类成员权利更改占该类成员中少10成员原讼法庭提出申请求否决该项更改
(1A) 然关更改书面意决议作出关成员根第(1)款原讼法庭提出申请求否决该项更改 ——
(a) 关类成员书面意
(b) 分开举行该类成员成员会成员致通决议 (2018年第35号第19条增补)
(2) 述申请须关更改作出日期28日提出
(3) 权提出申请成员藉书面方式委中代表作出该项委成员提出申请
(4) 聆讯申请时述权陈词 ——
(a) 关申请
(b) 原讼法庭觉该申请中利害关系
(5) 原讼法庭信纳关更改会公损害申请代表成员藉命令否决该项更改
(6) 原讼法庭信纳关更改会公损害申请代表成员须藉命令确认该项更改
(7) 条影响 ——
(a) 成员根第724条原讼法庭提出呈请权利
(b) 原讼法庭根第725条具权力
190 Disallowance or confirmation of variation by Court
(1) If the rights of any class of members of a company that does not have a share capital are varied members representing at least 10 of the members in the class may apply to the Court to have the variation disallowed
(1A) However the members may not apply to the Court under subsection (1) to have the variation disallowed if the variation is made with—
(a) written consent of all members in the class or
(b) a resolution passed unanimously by all members in the class at a separate general meeting of those members (Added 35 of 2018 s 19)
(2) An application must be made within 28 days after the date on which the variation is made
(3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed in writing by all of them
(4) The following persons are entitled to be heard on an application—
(a) the applicant
(b) any other person who appears to the Court to be interested in the application
(5) The Court may by order disallow the variation if it is satisfied that the variation would unfairly prejudice the members represented by the applicant
(6) If the Court is not so satisfied it must by order confirm the variation
(7) Nothing in this section affects—
(a) the right of a member to petition the Court under section 724 or
(b) the Court’s powers under section 725
191 原讼法庭命令交付处长
(1) 原讼法庭根第190条某公司作出命令该公司须该命令作出15日该命令正式文交付处长登记
(2) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
191 Delivery of order of Court to Registrar
(1) If the Court makes an order under section 190 in relation to a company the company must deliver an office copy of the order to the Registrar for registration within 15 days after it is made
(2) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
192 更改通知处长
(1) 股公司某类成员权利更改该公司须该项更改生效日期月文件交付处长登记 ——
(a) 批准该项更改决议文件文
(b) 符合指明格式通知
(2) 根条例条文关公司须关决议文件文交付处长第(1)(a)款适
(3) 公司违反条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
192 Notifying Registrar of variation
(1) If the rights of any class of members of a company that does not have a share capital are varied the company must deliver to the Registrar for registration within one month after the date on which the variation takes effect—
(a) a copy of the resolution or other document that authorized the variation and
(b) a notice in the specified form
(2) Subsection (1)(a) does not apply if the company is required to deliver a copy of the resolution or other document to the Registrar under another provision of this Ordinance
(3) If a company contravenes this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
第3次分部 —— 般事宜
Subdivision 3—General
193 更改包括废止
分部中公司章程细关更改类权利条文中( 章程细关条文文意指外)提述更改该等权利包括废止该等权利
193 Variation includes abrogation
In this Division and (unless the context otherwise requires) in any provision in a company’s articles for the variation of class rights a reference to a variation of those rights includes an abrogation of those rights
第8分部 —— 补充杂项条文
Division 8—Supplementary and Miscellaneous
第1次分部 —— 关股规定宽免
Subdivision 1—Relief from Share Capital Requirements
194 释义
(1) 分部中 ——
公司 (company)包括法团体发行公司提述中外
安排 (arrangement)指协议计划安排
非权益股份 (nonequity shares)指公司股份权益股份外
发行公司 (issuing company)指发行股份公司
转 (transfer)股份言包括转该等股份获列入公司成员登记册权利
权益股 (equity share capital)指公司已发行股包括该股中符合说明部分：分派股息资言均带分派中分享某指明数额外权利
权益股份 (equity shares)指组成公司权益股股份
(2) 分部中 ——
(a) 提述某公司购入股份包括该公司代名购入股份
(b) 提述某公司发行转股份包括该公司代名发行转股份
(c) 提述某公司转股份包括该公司代名转股份
194 Interpretation
(1) In this Division—
arrangement (安排) means any agreement scheme or arrangement
company (公司) except in reference to an issuing company includes any body corporate
equity share capital (权益股) means a company’s issued share capital excluding any part of that capital that neither as respects dividends nor as respects capital carries any right to participate beyond a specified amount in a distribution
equity shares (权益股份) means shares comprised in a company’s equity share capital
issuing company (发行公司) means a company that issues shares
nonequity shares (非权益股份) means shares in a company other than equity shares
transfer (转) of shares includes transfer of a right to be included in the company’s register of members in respect of the shares
(2) In this Division—
(a) a reference to the acquisition by a company of shares includes the acquisition of shares by a nominee of the company
(b) a reference to the issue or transfer of shares to a company includes the issue or transfer of shares to a nominee of the company
(c) a reference to the transfer of shares by a company includes the transfer of shares by a nominee of the company
195 集团重组宽免
(1) 情况条适 ——
(a) 某发行公司公司(控权公司)全资附属公司
(b) 该发行公司述公司发行股份 ——
(i) 该控权公司
(ii) 该控权公司全资附属公司
发行代价公司(公司)非现金资产转予该发行公司( 公司须属该控权公司全资附属公司组成公司集团成员)
(2) 述发行公司发行股份代价款额记录作该发行公司股时转资产价值超出该等资产净底值款额予理会该项转涉已发行股份须记录作该发行公司股代价低款额转资产净底值
(3) 转资产净底值该等资产底值超出发行公司承担公司债务底值款额发行公司承担该等债务作转资产代价
(4) 条言 ——
(a) 转资产底值述两数额中较者 ——
(i) 公司该等资产付出成
(ii) 紧接该转前公司会计纪录述该等资产款额
(b) 承担债务底值紧接该转前公司会计纪录述该等债务款额
195 Group reconstruction relief
(1) This section applies if an issuing company—
(a) is a wholly owned subsidiary of another company (the holding company) and
(b) issues shares—
(i) to the holding company or
(ii) to another wholly owned subsidiary of the holding company
in consideration for the transfer to the issuing company of noncash assets of a company (the transferor company) that is a member of the group of companies that comprises the holding company and all its wholly owned subsidiaries
(2) Any excess of the value of the assets transferred over their net base value may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares Consequently the minimum amount of consideration required to be recorded as share capital of the issuing company in respect of the shares issued for the transfer is the net base value of the assets transferred
(3) The net base value of the assets transferred is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor company assumed by the issuing company as consideration for the assets transferred
(4) For the purposes of this section—
(a) the base value of assets transferred is the lesser of—
(i) the cost of those assets to the transferor company
(ii) the amount at which those assets are stated in the transferor company’s accounting records immediately before the transfer
(b) the base value of liabilities assumed is the amount at which they are stated in the transferor company’s accounting records immediately before the transfer
196 合宽免
(1) 某发行公司已根项安排取公司少90股份权益该项安排规定该发行公司条款发行权益股份：发行股份代价须藉方式提供 ——
(a) 该发行公司发行转该公司权益股份
(b) 注销非该发行公司持该公司权益股份
条适
(2) 述发行公司发行股份代价款额记录作该发行公司股时根关安排购入注销权益股份价值超出该等股份述公司已认购资款额予理会须根该安排发行股份记录作该发行公司股代价低款额已购入注销权益股份该公司已认购资
(3) 关安排规定发行公司条款发行股份：该等股份代价须藉方式提供 ——
(a) 该发行公司发行转述公司非权益股份
(b) 注销非该发行公司持该公司非权益股份
该发行公司发行股份代价款额记录作该发行公司股时根该安排购入注销非权益股份价值超出该等股份该公司已认购资款额予理会
(4) 某案属第195条指者条适该案
196 Merger relief
(1) This section applies if an issuing company has secured at least a 90 equity holding in another company under an arrangement providing for the issue of equity shares in the issuing company on terms that the consideration for the shares issued is to be provided—
(a) by the issue or transfer to the issuing company of equity shares in the other company or
(b) by the cancellation of any equity shares in the other company not held by the issuing company
(2) Any excess of the value of the equity shares acquired or cancelled under the arrangement over the subscribed capital of the other company attributable to those shares may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares Consequently the minimum amount of consideration required to be recorded as share capital of the issuing company in respect of the shares issued under the arrangement is the subscribed capital of the other company attributable to the equity shares acquired or cancelled
(3) If the arrangement also provides for the issue of any shares in the issuing company on terms that the consideration for those shares is to be provided—
(a) by the issue or transfer to the issuing company of nonequity shares in the other company or
(b) by the cancellation of any nonequity shares in the other company not held by the issuing company
any excess of the value of the nonequity shares acquired or cancelled under the arrangement over the subscribed capital of the other company attributable to those shares may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares
(4) This section does not apply in a case falling within section 195
197 合宽免：90股份权益涵义
(1) 施行第196条断定事宜时条具效力︰某公司(甲公司)否已根第196(1)条述项安排取公司(乙公司)少90股份权益
(2) 根关安排购入注销乙公司权益股份致甲公司总持90乙公司权益股份(甲公司持乙公司权益股份全部部分否根该项安排取)甲公司属已取乙公司少90股份权益
(3) 乙公司权益股份分类股份非分该等类股份言第(2)款规定均已获符合否甲公司视已取乙公司少90股份权益
(4) 条言述股份视甲公司持 ——
(a) 属甲公司控权公司附属公司公司持股份
(b) 甲公司控权公司附属公司持股份
(c) 甲公司代名持股份(a)(b)段提述公司代名持股份
197 Merger relief meaning of 90 equity holding
(1) This section has effect in determining for the purposes of section 196 whether a company (company A) has secured at least a 90 equity holding in another company (company B) under an arrangement mentioned in section 196(1)
(2) Company A has secured at least a 90 equity holding in company B if in consequence of an acquisition or cancellation of equity shares in company B under that arrangement company A holds in aggregate 90 or more of the equity shares in company B (whether or not all or any of the equity shares in company B held by company A were acquired under that arrangement)
(3) If the equity shares in company B are divided into different classes of shares company A is not regarded as having secured at least a 90 equity holding in company B unless the requirements of subsection (2) are met in relation to each of those classes of shares taken separately
(4) For the purposes of this section the following shares are regarded as held by company A—
(a) shares held by a company that is company A’s holding company or subsidiary
(b) shares held by a subsidiary of company A’s holding company and
(c) shares held by nominees of company A or of a company referred to in paragraph (a) or (b)
198 宽免公司财务状况表反映
已发行股份提供股份代价断定须包括公司财务状况表中该等股份该代价款额时相次分部需记录作该公司股款额某款额予理会
198 Relief may be reflected in company’s statement of financial position
An amount corresponding to the amount that because of this Subdivision is not required to be recorded as a company’s share capital may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company’s statement of financial position
199 规例
(1) 财政司司长订立规例次分部予宽免加限制方式变通
(2) 根条订立规例须立法会批准
199 Regulations
(1) The Financial Secretary may make regulations for restricting or otherwise modifying the relief provided by this Subdivision
(2) Regulations made under this section are subject to the approval of the Legislative Council
第2次分部 —— 杂项
Subdivision 2—Miscellaneous
200 关股份缴付款额条文
公司章程细批准该公司 ——
(a) 股份发行作出安排股东款额付款时间缴付股份催缴股款
(b) 接受成员持股份缴付尚未缴付股款全部部分该公司未催缴该等股款部分然
(c) 某股份已缴付股款额股份情况股股份已缴付股款额例缴付股息
200 Provision for different amounts to be paid on shares
If authorized by its articles to do so a company may—
(a) make arrangements on the issue of shares for a difference between the shareholders in the amounts and times of payment of calls on their shares
(b) accept from any member the whole or part of the amount remaining unpaid on any shares held by the member although no part of that amount has been called up and
(c) pay a dividend in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others
201 股说明
(1) 部第5 部条文规定交付处长登记申报书申报表通知须载股说明条适
(2) 股说明须述明 ——
(a) 公司已发行股份总数
(b) 已视作已公司已发行股份总数缴付款额(话)尚未视作尚未该等股份总数缴付款额 (2018年第35号第20条修订)
(c) 公司已发行股总款额 (2018年第35号第20条修订)
(d) (2018年第35号第20条废)
(2A) 已发行股分类股份股说明须类股份述明 ——
(a) 第(3)款指明详情
(b) 该类股份中已发行股份总数
(c) 已视作已该类股份中已发行股份总数缴付款额(话)尚未视作尚未该等股份总数缴付款额
(d) 该类股份中已发行股总款额 (2018年第35号第20条增补)
(3) 述详情 ——
(a) 关类股份附带表决权详情包括某情况产生权利
(b) 该类股份附带分派股息时参该项分派权利详情
(c) 该类股份附带分派股时(包括进行清盘时)参该项分派权利详情
(d) 该类股份否属赎回股份
201 Statement of capital
(1) This section applies if a provision of this Part or Part 5 requires a statement of capital to be included in a return or notice delivered to the Registrar for registration
(2) A statement of capital must state—
(a) the total number of issued shares in the company
(b) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid or regarded as remaining unpaid on the total number of issued shares in the company and (Amended 35 of 2018 s 20)
(c) the total amount of the company’s issued share capital (Amended 35 of 2018 s 20)
(d) (Repealed 35 of 2018 s 20)
(2A) If the issued share capital is divided into different classes of shares a statement of capital must also state for each class of shares—
(a) the particulars specified in subsection (3)
(b) the total number of issued shares in the class
(c) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid or regarded as remaining unpaid on the total number of issued shares in the class and
(d) the total amount of issued share capital of the class (Added 35 of 2018 s 20)
(3) The particulars are—
(a) particulars of any voting rights attached to shares in the class including rights that arise only in certain circumstances
(b) particulars of any rights attached to shares in the class as respects dividends to participate in a distribution
(c) particulars of any rights attached to shares in the class as respects capital to participate in a distribution (including on a winding up) and
(d) whether or not shares in the class are redeemable shares
202 已缴款股通知
(1) 述明公司已发行股该公司正式文件须少样显眼方式述明已缴款股
(2) 公司香港发出传阅分发符合第(1)款规定正式文件该公司名责均属犯罪处第3 级罚款
(3) 条中 ——
正式文件 (official document)公司言指该公司通知通告广告正式刊物
___________
202 Notice of paid up capital
(1) An official document of a company that states the company’s issued capital must also state no less prominently the company’s paid up capital
(2) If a company issues circulates or distributes an official document in Hong Kong that does not comply with subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(3) In this section—
official document (正式文件) of a company means a notice circular advertisement or other official publication of the company
___________
第5部
Part 5
关股事宜
(格式变更——2013年第1号编辑修订纪录)
Transactions in relation to Share Capital
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
203 释义
(1) 部中 ——
分派利润 (distributable profits)某公司作出项付款言指该公司合法中拨作分派价值相等该项付款利润
确定回购合约 (contingent buyback contract)指某公司订立关股份合约 ——
(a) 该合约非回购该等股份合约
(b) 该公司根该合约条件规限变权责回购该等股份
指明中文报章 (specified Chinese language newspaper)指根第(2)款指明中文报章
指明英文报章 (specified English language newspaper)指根第(2)款指明英文报章
监察机关 (Commission) ——
(a) (b)(c)段规定外指证券期货条例(第571章)第3(1)条提述证券期货事务监察委员会
(b) 根该条例第25条作出关转移令该转移令效期该转移令规定指关认交易时指证券期货事务监察委员会关认交易
(c) 根该条例第68条作出关转移令该转移令效期该转移令规定指关认控制时指证券期货事务监察委员会关认控制
认控制 (recognized exchange controller)具证券期货条例(第571章)附表1第1部第1条予该词涵义
(2) 政务司司长施行部指明中文报章英文报章须宪报刊登指明报章名单
(编辑修订——2013年第1号编辑修订纪录)
203 Interpretation
(1) In this Part—
Commission (监察机关) means—
(a) subject to paragraphs (b) and (c) the Securities and Futures Commission referred to in section 3(1) of the Securities and Futures Ordinance (Cap 571)
(b) if any relevant transfer order made under section 25 of that Ordinance is in force the recognized exchange company concerned or both the Securities and Futures Commission and the recognized exchange company concerned in accordance with the provisions of that order or
(c) if any relevant transfer order made under section 68 of that Ordinance is in force the recognized exchange controller concerned or both the Securities and Futures Commission and the recognized exchange controller concerned in accordance with the provisions of that order
contingent buyback contract (确定回购合约) means a contract entered into by a company relating to any of its shares—
(a) that is not a contract to buy back those shares but
(b) under which the company may (subject to any conditions) become entitled or obliged to buy back those shares
distributable profits (分派利润) in relation to the making of a payment by a company means those profits out of which the company could lawfully make a distribution equal in value to the payment
recognized exchange controller (认控制) has the meaning given by section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571)
specified Chinese language newspaper (指明中文报章) means a Chinese language newspaper that is specified under subsection (2)
specified English language newspaper (指明英文报章) means an English language newspaper that is specified under subsection (2)
(2) The Chief Secretary for Administration may specify Chinese language newspapers and English language newspapers for the purposes of this Part and must publish a list of the specified newspapers in the Gazette
第2分部 —— 偿付力测试
Division 2—Solvency Test
204 分部适范围
分部事宜具效力 ——
(a) 第3分部第2次分部指藉着通偿付力陈述作支持特决议进行股减少
(b) 第4分部指赎回回购股份资中拨款作付款
(c) 第5分部第4次分部指公司予资助
204 Application of Division
This Division has effect for the following transactions—
(a) a reduction of share capital by special resolution supported by a solvency statement under Subdivision 2 of Division 3
(b) a payment out of capital in respect of a share redemption or buyback under Division 4
(c) the giving of financial assistance by a company under Subdivision 4 of Division 5
205 偿付力测试
——
(a) 紧接某事宜进行会没认定某公司力偿付债项理
(b) 中种情况 ——
(i) 该公司清盘拟该事宜日期12 月展开展开清盘12 月该公司会力悉数偿付债项
(ii) 属情况该公司会力偿付紧接该事宜12 月期债项
该公司属该事宜言通偿付力测试
205 Solvency test
A company satisfies the solvency test in relation to a transaction if—
(a) immediately after the transaction there will be no ground on which the company could be found to be unable to pay its debts and
(b) either—
(i) if it is intended to commence the winding up of the company within 12 months after the date of the transaction the company will be able to pay its debts in full within 12 months after the commencement of the winding up or
(ii) in any other case the company will be able to pay its debts as they become due during the period of 12 months immediately following the date of the transaction
206 偿付力陈述
(1) 某事宜言偿付力陈述容陈述：作出该陈述名董事已出意见认关公司该事宜言通偿付力测试
(2) 作出偿付力陈述目出意见时董事须 ——
(a) 查究关公司事务状况前景
(b) 考虑该公司债务( 包括负债潜负债)
(3) 偿付力陈述须 ——
(a) 符合指明格式
(b) 述明 ——
(i) 作出该陈述日期
(ii) 名作出该陈述董事姓名名称
(c) 名作出该陈述董事签署
(4) 第(3)(a)款适公司根第5分部第4次分部提供资助目作出偿付力陈述
206 Solvency statement
(1) A solvency statement in relation to a transaction is a statement that each of the directors making it has formed the opinion that the company satisfies the solvency test in relation to the transaction
(2) In forming an opinion for the purpose of making a solvency statement a director must—
(a) inquire into the company’s state of affairs and prospects and
(b) take into account all the liabilities of the company (including contingent and prospective liabilities)
(3) A solvency statement—
(a) must be in the specified form
(b) must state—
(i) the date on which it is made and
(ii) the name of each director making it and
(c) must be signed by each director making it
(4) Subsection (3)(a) does not apply to a solvency statement made for the purposes of the giving of financial assistance by a company under Subdivision 4 of Division 5
207 关偿付力陈述罪行
董事合理理支持偿付力陈述中表达意见情况作出该陈述属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第6 级罚款监禁6月
207 Offences regarding solvency statement
A director who makes a solvency statement without having reasonable grounds for the opinion expressed in it commits an offence and is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
208 订立规例修改偿付力测试权力
(1) 行政长官会行政会议订立规例 ——
(a) 修改偿付力测试修改该测试事宜事宜类适情况
(b) 修改董事作出偿付力陈述目出意见时须考虑事宜
(2) 根条订立规例须立法会批准
208 Power to modify solvency test by regulation
(1) The Chief Executive in Council may make regulations—
(a) modifying the solvency test or its application to any transaction or class of transactions or
(b) modifying the matters that a director is required to take into account in forming an opinion for the purpose of making a solvency statement
(2) Regulations made under this section are subject to the approval of the Legislative Council
第3分部 —— 股减少
Division 3—Reduction of Share Capital
第1次分部 —— 般条文
Subdivision 1—General Provisions
209 分部适范围
分部适 ——
(a) 股份限公司
(b) 2004年2月13日前根旧公司条例组成成股担保限公司公司
209 Application of Division
This Division applies to—
(a) a company limited by shares and
(b) a company limited by guarantee having a share capital that was formed as or became such a company under a former Companies Ordinance before 13 February 2004
210 获准股减少
(1) 公司第211条指明程序根分部方式减少股
例子——
1 公司终绝减少股份未缴股方面法律责
2 公司 ——
(a) 取消已亏损资产代表已缴股否终绝减少股份法律责
(b) 超需已缴股付否终绝减少股份法律责
(2) 然某公司减少股会导致该公司成员持赎回股份外股份该公司减少股
(3) 公司章程细中关禁止限制减少股规定分部受该规定规限
210 Permitted reductions of share capital
(1) A company may in accordance with the procedure specified in section 211 reduce its share capital under this Division in any way
Examples—
1 A company may extinguish or reduce the liability on any of its shares in respect of share capital not paid up
2 A company may either with or without extinguishing or reducing liability on any of its shares—
(a) cancel any paidup share capital that is lost or unrepresented by available assets or
(b) repay any paidup share capital in excess of the company’s wants
(2) However a company must not reduce its share capital if as a result of the reduction there would no longer be any member of the company holding shares other than redeemable shares
(3) This Division is subject to any provision of a company’s articles that prohibits or restricts the reduction of the company’s share capital
211 公司减少股程序
公司根分部减少股程序 ——
(a) 根第2次分部藉通偿付力陈述支持特决议
(b) 根第3次分部藉获原讼法庭确认特决议
211 Procedure for a company to reduce its share capital
The procedure for a company to reduce its share capital under this Division is—
(a) by special resolution supported by a solvency statement under Subdivision 2 or
(b) by special resolution confirmed by the Court under Subdivision 3
212 违反分部减少股属罪行
(1) 公司违反分部情况减少股该公司名责属犯罪 ——
(a) 循公诉程序定罪处罚款1250000监禁5年
(b) 循简易程序定罪处罚款150000监禁12月
(2) 某公司名名董事减少该公司股作出偿付力陈述事犯第207条订罪行该公司会仅该项股减少干犯条订罪行
(3) 第4分部进行股份赎回股份回购导致股减少条例规定导致股减少属犯条订罪行
212 Offence if share capital is reduced in contravention of Division
(1) If a company reduces its share capital in contravention of this Division the company and every responsible person of the company commit an offence and each is liable—
(a) on conviction on indictment to a fine of 1250000 and to imprisonment for 5 years or
(b) on summary conviction to a fine of 150000 and to imprisonment for 12 months
(2) An offence is not committed under this section in relation to a reduction of share capital by a company only because one or more directors of the company commit an offence under section 207 in making a solvency statement for the purposes of the reduction of share capital
(3) An offence is not committed under this section if the reduction of share capital occurs as a result of a share redemption or buyback in accordance with Division 4 or as otherwise provided in this Ordinance
213 股减少成员法律责
(1) 某公司股根分部减少前度成员现成员须股份催缴分担款额超两项目间差额(话)数承担法律责 ——
(a) 关股份发行价格
(b) 该股份已缴付股款(话)股份减少款额总
(2) 第(1)款受第232条规限
(3) 条影响分担彼间权利
213 Liability of members following reduction of share capital
(1) If a company’s share capital is reduced under this Division a past or present member of the company is not liable in respect of a share to a call or contribution exceeding in amount the difference (if any) between—
(a) the issue price of the share and
(b) the aggregate of the amount paid up on the share (if any) and the amount reduced on the share
(2) Subsection (1) is subject to section 232
(3) Nothing in this section affects the rights of the contributories among themselves
214 股减少产生储备
(1) 公司分部减少股第6部言股减少产生储备须视已实现利润
(2) 第(1)款须受项目中相反条文规限 ——
(a) 原讼法庭命令原讼法庭作出承诺
(b) 议决减少股决议攸关股减少决议
(c) 公司章程细
214 Reserves arising from reductions of share capital
(1) If a company reduces its share capital in accordance with this Division a reserve arising from the reduction is to be regarded for the purposes of Part 6 as realized profit
(2) Subsection (1) is subject to anything to the contrary in—
(a) an order of or undertaking given to the Court
(b) the resolution for or any other resolution relevant to the reduction of share capital or
(c) the company’s articles
第2次分部 —— 藉着偿付力陈述支持特决议减少股
Subdivision 2—Reduction of Share Capital by Special Resolution Supported by Solvency Statement
215 议决减少股特决议
(1) 公司次分部藉特决议减少股
(2) 处长登记关股减少第224225条指申报表时关特决议股减少告生效
215 Special resolution for reduction of share capital
(1) A company may reduce its share capital by special resolution in accordance with this Subdivision
(2) The special resolution and the reduction of share capital take effect when the return under section 224 or 225 in relation to the reduction is registered by the Registrar
216 关股减少偿付力陈述
(1) 公司董事须股减少事作出符合第2分部偿付力陈述
(2) 议决减少股特决议须作出偿付力陈述日期15日通
(3) 关特决议书面决议形式提出偿付力陈述文须该项决议送交公司成员时前送交该公司名成员
(4) 关特决议建议会议通须该会议备偿付力陈述文供会成员查阅
(5) 第(3)(4)款(视者适定)获遵守关特决议具效力
216 Solvency statement for reduction of share capital
(1) All directors of the company must make a solvency statement that complies with Division 2 in relation to the reduction of share capital
(2) The special resolution for reduction of share capital must be passed within 15 days after the date of the solvency statement
(3) If the special resolution is proposed as a written resolution a copy of the solvency statement must be sent to every member of the company at or before the time when the proposed resolution is sent to them
(4) If the special resolution is proposed at a meeting a copy of the solvency statement must be made available for inspection by members at the meeting
(5) The special resolution is not effective if subsection (3) or (4) (as applicable) is not complied with
217 特决议︰行表决权
(1) 议决减少股特决议书面决议形式提出第12部第1分部第2次分部(书面决议)言持该项决议关股份公司成员该等股份言属合资格成员
(2) 关特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(3) 第(2)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(4) 第(3)(b)款提述投票方式表决求遭拒绝关特决议具效力
(5) 股减少样适公司已发行股份条适
217 Special resolution exercise of voting rights
(1) If the special resolution for reduction of share capital is proposed as a written resolution a member of the company holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(2) If the special resolution is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(3) For the purposes of subsection (2)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(4) The special resolution is not effective if a demand for a poll referred to in subsection (3)(b) is refused
(5) This section does not apply in the case of a reduction of share capital that applies equally to all issued shares in the company
218 关股减少公告
(1) 议决减少股特决议获通公司须第(2)款指明日期日前宪报刊登公告 ——
(a) 述明公司已批准减少股
(b) 指明减少股款额该项特决议日期
(c) 述明处查阅该项特决议关偿付力陈述
(d) 述明没意没表决赞成该项特决议公司成员公司债权该项决议日期5星期根第220条原讼法庭提出申请求撤销该项决议
(2) 述日期 ——
(a) 关特决议通星期星期中工作日
(b) ((a)段述日期关特决议通日期(包括两者) 相距少4办公日)星期中工作日
例子——
1 关特决议某年2月2日(星期四)通星期六星期日外该年2月日子均属办公日该项特决议通星期星期中工作日该年2月10日(星期五)2月2日2月10日间5办公日关公告须该年2月10日(星期五)前宪报刊登
2 关特决议某年3月30日(星期五)通该年4月4日(星期三)4月6日(星期五)均公众假期该年4月2日(星期)4月3日(星期二)4月5日(星期四)4月13日(星期五)均属办公日该项特决议通星期星期中工作日4月5日(星期四)3月30日4月5日间2办公日关公告须星期中工作日( 该年4月13日(星期五))前宪报刊登
(3) 公司须通议决减少股特决议星期星期终结前 ——
(a) 少份指明中文报章少份指明英文报章刊登第(1) 款指公告容具相意思公告
(b) 名债权发出具该意思书面通知
(4) 公司违反第(1)(3)款该公司名责均属犯罪处第3 级罚款
(5) 公司须日期前偿付力陈述文交付处长登记 ——
(a) 公司根第(1)款刊登关公告日期
(b) (早(a)段指日期)公司根第(3)款首次刊登关公告日期首次债权发出通知日期
(6) 公司违反第(5)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 第(2)款言 ——
工作日 (working day)指日子日子 ——
(a) 公众假期
(b) 星期六
办公日 (business day)指日子日子 ——
(a) 公众假期
(b) 星期六
(c) 释义通条例(第1章)第71(2)条界定黑色暴雨警告日烈风警告日
218 Public notice of reduction of share capital
(1) If a special resolution for reduction of share capital is passed the company must on or before the date specified in subsection (2) publish a notice in the Gazette—
(a) stating that the company has approved a reduction of share capital
(b) specifying the amount of share capital to be reduced and the date of the special resolution
(c) stating where the special resolution and solvency statement are available for inspection and
(d) stating that a member of the company who did not consent to or vote in favour of the special resolution or a creditor of the company may within 5 weeks after the date of the special resolution apply to the Court under section 220 for cancellation of the special resolution
(2) The date is—
(a) a date that falls on the last working day of the week after the week in which the special resolution is passed or
(b) if the period between the date in paragraph (a) and the date on which the special resolution is passed is less than 4 business days (both dates exclusive) a date that falls on the last working day of the week next following
Examples—
1 The special resolution is passed on 2 February of a year (Thursday) Apart from Saturdays and Sundays all other dates in February of that year are business days The date that falls on the last working day of the week after the week in which the special resolution is passed is 10 February (Friday) of that year There are 5 business days between 2 February and 10 February Therefore the relevant notice must be published in the Gazette on or before 10 February (Friday) of that year
2 The special resolution is passed on 30 March of a year (Friday) Both 4 April (Wednesday) and 6 April (Friday) of that year are general holidays 2 April (Monday) 3 April (Tuesday) 5 April (Thursday) and 13 April (Friday) of that year are business days The date that falls on the last working day of the week after the week in which the special resolution is passed is 5 April (Thursday) There are only 2 business days between 30 March and 5 April Therefore the relevant notice must be published in the Gazette on or before the last working day of the week next following which is 13 April (Friday) of that year
(3) Before the end of the week after the week in which the special resolution for reduction of share capital is passed the company must also—
(a) publish a notice to the same effect as the notice under subsection (1) in at least one specified Chinese language newspaper and at least one specified English language newspaper or
(b) give written notice to that effect to each of its creditors
(4) If the company contravenes subsection (1) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(5) The company must deliver to the Registrar for registration a copy of the solvency statement no later than the day on which the company—
(a) publishes the notice under subsection (1) or
(b) if earlier first publishes the notice or gives notice to creditors under subsection (3)
(6) If the company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) For the purposes of subsection (2)—
business day (办公日) means a day that is not—
(a) a general holiday
(b) a Saturday or
(c) a black rainstorm warning day or gale warning day as defined by section 71(2) of the Interpretation and General Clauses Ordinance (Cap 1)
working day (工作日) means a day that is not—
(a) a general holiday or
(b) a Saturday
219 特决议偿付力陈述查阅
(1) 公司须确保议决减少股特决议该项决议作出偿付力陈述备存公司注册办事处备存根第657条订立规例订明点备存期间 ——
(a) ——
(i) 公司根第218(1)条刊登关公告日期开始
(ii) (早第(i)节指日期) 公司根第218(3)条首次刊登关公告日期首次债权发出通知日期开始
(b) 该项特决议通日期5星期结束
(2) 公司须准许成员债权第(1)款述期间办公时间免费查阅关特决议偿付力陈述
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 公司违反第(2)款原讼法庭藉命令规定该公司准许关作时查阅
219 Inspection of special resolution and solvency statement
(1) The company must ensure that the special resolution for reduction of share capital and the solvency statement made in relation to it are kept at its registered office or at a place prescribed by regulations made under section 657 for the period—
(a) beginning on the day on which the company—
(i) publishes the notice under section 218(1) or
(ii) if earlier first publishes the notice or gives notice to creditors under section 218(3) and
(b) ending 5 weeks after the date of the special resolution
(2) The company must permit a member or creditor of the company to inspect the special resolution and solvency statement without charge during business hours in that period
(3) If the company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If the company contravenes subsection (2) the Court may by order require the company to permit an immediate inspection
220 成员债权原讼法庭提出申请
(1) 第(2)款规定外议决减少股特决议日期5星期公司成员债权原讼法庭提出申请求撤销该项决议
(2) 意表决赞成关决议成员权提出述申请
(3) 权提出申请藉书面方式委中代表作出该项委提出申请
(4) 根条提出申请 ——
(a) 申请须快申请书送达关公司
(b) 该公司须申请书送达该公司日期7 日处长发出关该项申请通知该通知须符合指明格式
(5) 公司违反第(4)(b)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
220 Application to Court by members or creditors
(1) Subject to subsection (2) a member or creditor of the company may apply to the Court within 5 weeks after the date of the special resolution for reduction of share capital for cancellation of the resolution
(2) A member who consented to or voted in favour of the special resolution is not entitled to apply
(3) An application may be made on behalf of the persons entitled to apply by any one or more of them appointed in writing by all of them
(4) If an application is made under this section—
(a) the applicant must as soon as possible serve the application on the company and
(b) the company must give the Registrar notice in the specified form of the application within 7 days after the day on which the application is served on the company
(5) If the company contravenes subsection (4)(b) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
221 原讼法庭押法律程序权力
(1) 原讼法庭接获根第220条提出申请法律程序押令原讼法庭满意安排作出保障持异议成员持异议债权权益
(2) 原讼法庭作出认合宜指示命令利便作出执行述安排
221 Power of Court to adjourn proceedings
(1) The Court may adjourn proceedings on an application under section 220 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members or dissentient creditors
(2) The Court may give any directions and make any orders it thinks expedient for facilitating or carrying into effect any such arrangement
222 原讼法庭确认撤销特决议权力
(1) 原讼法庭接获根第220条提出申请须作出确认撤销关议决减少股特决议命令认合适条款条件作出该命令
(2) 原讼法庭确认关特决议藉命令更改延展 ——
(a) 该项决议指明日期期间
(b) 分部适该项决议股减少条文指明日期期间
(3) 原讼法庭认合适关命令 ——
(a) 公司回购成员股份公司股减少事作出规定
(b) 保障公司成员债权权益作出规定
(c) 公司章程细作出述规定需作出更改
(d) 规定公司章程细作出更改指明更改
(4) 原讼法庭命令规定公司章程细作出更改指明更改公司权未获原讼法庭许作出该更改
(5) 原讼法庭根条具权力局限根第221条具权力
222 Power of Court to confirm or cancel special resolution
(1) On an application under section 220 the Court must make an order confirming or cancelling the special resolution for reduction of share capital and may do so on any terms and conditions it thinks fit
(2) If the Court confirms the special resolution it may by order alter or extend any date or period of time specified—
(a) in the special resolution or
(b) in any provision of this Division applying to the special resolution or the reduction of share capital
(3) If the Court thinks fit the order may—
(a) provide for the company to buy back the shares of any of its members and for the reduction accordingly of the company’s share capital
(b) provide for the protection of the interests of members or creditors of the company
(c) make any alteration to the company’s articles that may be required as a consequence
(d) require the company not to make any or any specified alteration to its articles
(4) If the order of the Court requires the company not to make any or any specified alteration to its articles the company does not have power to make any such alteration without leave of the Court
(5) The powers of the Court under this section do not limit its powers under section 221
223 公司原讼法庭命令文交付处长
(1) 公司须原讼法庭作出第222条指命令15日原讼法庭命令较长限期该命令正式文交付处长登记
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
223 Company to deliver copy of order of Court to Registrar
(1) Within 15 days after the making of an order by the Court under section 222 or within any longer period ordered by the Court the company must deliver an office copy of the order to the Registrar for registration
(2) If the company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
224 登记申报表︰原讼法庭提出申请情况
(1) ——
(a) 根第220条议决减少股特决议提出申请
(b) 公司该项决议日期5星期该项决议日期7星期前期间符合第(2)款申报表交付处长
处长须登记该申报表
附注——
根第215(2)条关特决议股减少处长登记关申报表时生效
(2) 关申报表须 ——
(a) 符合指明格式
(b) 载股减少详情
(c) 载项紧接股减少时状况准股说明该说明须符合第201 条 (2018年第35号第21条修订)
224 Registration of return if no application to Court
(1) If—
(a) no application is made under section 220 in respect of the special resolution for reduction of share capital and
(b) the company delivers a return that complies with subsection (2) to the Registrar no earlier than 5 weeks and no later than 7 weeks after the date of the special resolution
the Registrar must register the return
Note—
Under section 215(2) the special resolution and the reduction of share capital take effect when the return is registered by the Registrar
(2) The return—
(a) must be in the specified form
(b) must contain particulars of the reduction of share capital and
(c) must include a statement of capital as at the time immediately after the reduction of share capital that complies with section 201
225 登记申报表︰原讼法庭提出申请情况
(1) ——
(a) 根第220条议决减少股特决议提出申请
(b) 中种情况 ——
(i) 原讼法庭根第222条作出确认该项决议命令
(ii) 关该项申请法律程序没原讼法庭裁定结束(例该项申请撤回)
(c) 公司 ——
(i) 作出该项命令15 日原讼法庭命令较长限期
(ii) 法律程序没原讼法庭裁定结束15日项该等法律程序该等法律程序中项结束15 日
符合第(2)款申报表交付处长
处长须登记该申报表
附注——
根第215(2)条关特决议股减少处长登记关申报表时生效
(2) 关申报表须 ——
(a) 符合指明格式
(b) 载股减少详情
(c) 载项紧接股减少时状况准股说明该说明须符合第201条 (2018年第35号第22条修订)
225 Registration of return if application to Court
(1) If—
(a) an application is made under section 220 in respect of the special resolution for reduction of share capital
(b) either—
(i) the Court makes an order under section 222 confirming the special resolution or
(ii) the proceedings on the application are ended without determination by the Court (for example by the withdrawal of the application) and
(c) the company delivers to the Registrar a return that complies with subsection (2)—
(i) within 15 days after the making of the order or within any longer period ordered by the Court or
(ii) within 15 days after the proceedings are ended without determination by the Court or if there are more than one such proceedings the last of them are so ended
the Registrar must register the return
Note—
Under section 215(2) the special resolution and the reduction of share capital take effect when the return is registered by the Registrar
(2) The return—
(a) must be in the specified form
(b) must contain particulars of the reduction of share capital and
(c) must include a statement of capital as at the time immediately after the reduction of share capital that complies with section 201
第3次分部 —— 原讼法庭确认股减少
Subdivision 3—Reduction of Share Capital Confirmed by Court
226 特决议原讼法庭提出求确认股减少申请
(1) 公司根次分部通项议决减少股特决议藉呈请书原讼法庭提出申请求发出项确认股减少命令
(2) 非原讼法庭指示否建议股减少涉中项事宜第227条(债权权反股减少)适 ——
(a) 减轻未缴股方面法律责
(b) 付款予持已缴股股东
(3) 原讼法庭顾关案特殊情况认恰指示第227条适某类某类债权
(4) 原讼法庭指示第227条情况适
226 Special resolution and application to Court for confirmation of reduction of share capital
(1) A company may pass a special resolution for reduction of share capital under this Subdivision and apply by petition to the Court for an order confirming the reduction
(2) Unless the Court directs otherwise section 227 (creditors entitled to object to reduction of share capital) applies if the proposed reduction of share capital involves either—
(a) the diminution of liability in respect of unpaid share capital or
(b) the payment to a shareholder of any paidup share capital
(3) The Court may direct that section 227 is not to apply to any class or classes of creditors if the Court thinks it proper to do so having regard to any special circumstances of the case
(4) The Court may direct that section 227 is to apply in any other case
227 债权权反股减少
(1) 条适(见第226(2)(4)条)情况公司债权权反股减少：该债权原讼法庭指定日期权追讨债项提出申索该债项申索假该公司该日期展开清盘会获原讼法庭接纳针该公司证者
(2) 原讼法庭须议定份权反债权名单 (2018年第35号第23条修订)
(3) 施行第(2)款原讼法庭 ——
(a) 须没规定债权提出申请情况确定该等债权姓名名称债项申索性质款额
(b) 刊登公告非名列该名单债权求姓名名称列入该名单该债权排股减少提出反权利外订定行事限期日期
(4) 名列关名单债权债项申索未获清偿尚未终结该债权意股减少原讼法庭认合适公司保证偿付该债项申索前提免该债权意
(5) 施行第(4)款关债项申索须藉拨付(原讼法庭指示)述款额获保证 ——
(a) (公司承认该债项申索全数款额承认愿提供款项)该债项申索全数款额
(b) (公司承认该债项申索全数款额愿提供款项该笔款额确定未确定)原讼法庭犹该公司正原讼法庭清盘情况作出查讯判定厘定款额
227 Creditors entitled to object to reduction of share capital
(1) If this section applies (see section 226(2) and (4)) a creditor of the company is entitled to object to the reduction of share capital if the creditor is entitled at the date fixed by the Court to any debt or claim that would be admissible in proof against the company if the company were to commence being wound up on that date
(2) The Court must settle a list of creditors entitled to object
(3) For the purposes of subsection (2) the Court—
(a) must ascertain as far as possible without requiring an application from any creditor the names of those creditors and the nature and amount of their debts or claims and
(b) may publish a notice fixing a period within which or a date by which creditors not on the list are to claim to be entered on the list or are to be excluded from the right of objecting
(4) If a creditor on the list whose debt or claim is not discharged or has not determined does not consent to the reduction the Court may if it thinks fit dispense with the consent of the creditor on the company securing payment of the debt or claim
(5) For the purposes of subsection (4) the debt or claim must be secured by appropriating (as the Court directs) the following amount—
(a) if the company admits the full amount of the debt or claim or though not admitting it is willing to provide for it the full amount of the debt or claim or
(b) if the company does not admit and is not willing to provide for the full amount of the debt or claim or if the amount is contingent or not ascertained an amount fixed by the Court after an inquiry and adjudication as if the company were being wound up by the Court
228 债权名单关罪行
(1) 公司高级员 ——
(a) 蓄意罔顾实情 ——
(i) 隐匿权反股减少债权姓名名称
(ii) 债项性质款额债权申索作出失实陈述
(b) 明知参述隐匿失实陈述作出
(2) 违反第(1)款属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
228 Offence in connection with creditors list
(1) An officer of a company—
(a) must not intentionally or recklessly—
(i) conceal the name of a creditor entitled to object to the reduction of share capital or
(ii) misrepresent the nature or amount of the debt or claim of a creditor or
(b) must not be knowingly concerned in any such concealment or misrepresentation
(2) A person who contravenes subsection (1) commits an offence and is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
229 确认股减少原讼法庭命令
(1) 原讼法庭接获根第226条藉呈请书提出申请认合适条款条件作出项确认股减少命令
(2) 非原讼法庭根第227条权反股减少名公司债权言信纳 ——
(a) 已取该债权意
(b) 该债权债项申索已获清偿已告终结已获予保证
否原讼法庭确认该项股减少
229 Order of Court confirming reduction of share capital
(1) On an application by petition under section 226 the Court may make an order confirming the reduction of share capital on any terms and conditions it thinks fit
(2) The Court must not confirm the reduction of share capital unless it is satisfied with respect to every creditor of the company who is entitled to object to the reduction of share capital under section 227 that—
(a) the creditor’s consent has been obtained or
(b) the creditor’s debt or claim has been discharged has determined or has been secured
230 命令纪录申报表登记
(1) ——
(a) 原讼法庭根第229条作出项确认股减少命令
(b) 关公司原讼法庭作出该命令15日原讼法庭命令较长限期述文件交付处长 ——
(i) 该命令正式文份
(ii) 符合第(2)款原讼法庭批准纪录份
(iii) 符合第(3)款申报表份
处长须该命令纪录申报表登记
(2) 关纪录须关命令更改公司股述明 ——
(a) 股额
(b) 公司发行股份总数
(c) 股股份股款款额
(d) 股股份已缴付股款款额( 话) 尚未缴付股款款额
(3) 关申报表须 ——
(a) 符合指明格式
(b) 藉提述关命令纪录文件载股减少详情
(c) 载项紧接股减少时状况准股说明该说明须符合第201条 (2018年第35号第24条修订)
(4) 获关命令确认关特决议处长登记该项命令纪录申报表时告生效
(5) 关登记公告须原讼法庭指示方式发表
230 Registration of order minute and return
(1) If—
(a) the Court makes an order under section 229 confirming the reduction of share capital and
(b) within 15 days after the making of the order or within any longer period ordered by the Court the company delivers to the Registrar—
(i) an office copy of the order
(ii) a minute that complies with subsection (2) and that is approved by the Court and
(iii) a return that complies with subsection (3)
the Registrar must register the order minute and return
(2) The minute must state with respect to the company’s share capital as altered by the order—
(a) the amount of the share capital
(b) the total number of issued shares in the company
(c) the amount of each share and
(d) the amount paid up and the amount (if any) remaining unpaid on each share
(3) The return—
(a) must be in the specified form
(b) must contain particulars of the reduction of share capital (by reference to the order or minute or otherwise) and
(c) must include a statement of capital as at the time immediately after the reduction of share capital that complies with section 201
(4) The special resolution as confirmed by the order takes effect on registration of the order minute and return by the Registrar
(5) Notice of the registration must be published in the manner directed by the Court
231 登记证明书
(1) 处长须核证根第230条关命令纪录申报表作出登记
(2) 述证明书须处长签署
(3) 述证明书事宜确证 ——
(a) 条例中关股减少规定已获遵守
(b) 公司股该份纪录述者
231 Certification of registration
(1) The Registrar must certify the registration of an order minute and return under section 230
(2) The certificate must be signed by the Registrar
(3) The certificate is conclusive evidence—
(a) that the requirements of this Ordinance for the reduction of share capital have been complied with and
(b) that the company’s share capital is as stated in the minute
232 债权名单债权法律责
(1) ——
(a) 名权反原讼法庭根第229 条确认股减少债权 ——
(i) 知悉关该项股减少法律程序未名列债权名单
(ii) 知悉该法律程序性质该债权债项申索影响未名列债权名单
(b) 公司股减少力偿付该项债项申索
条适该项股减少
(2) 关命令确认议决减少股特决议登记该项命令日属公司成员均法律责分担提供款项偿付关债项申索分担额超假公司已该日期前日展开清盘该便会法律责分担支付款额
(3) 公司清盘原讼法庭接获述债权申请第(1)(a)款提述债权知悉事宜证明认合适 ——
(a) 议定份根条法律责分担提供款项名单 (2018年第35号第25条修订)
(b) 针作出强制执行催缴作出强制执行命令犹宗清盘案中普通分担样
(4) 条影响分担彼间权利
232 Liability to creditors omitted from list of creditors
(1) This section applies to a reduction of share capital confirmed by the Court under section 229 if—
(a) a creditor entitled to object to the reduction of share capital was not entered on the list of creditors because the creditor was not aware—
(i) of the proceedings for reduction of share capital or
(ii) of their nature or effect with respect to the creditor’s debt or claim and
(b) after the reduction of share capital the company is unable to pay the debt or claim
(2) A person who was a member of the company on the date of registration of the order confirming the special resolution for the reduction is liable to contribute for the payment of the debt or claim an amount not exceeding the amount that the person would have been liable to contribute if the company had commenced to be wound up on the day before that date
(3) If the company is wound up the Court on application by the creditor and proof of the creditor’s lack of awareness referred to in subsection (1)(a) may if it thinks fit—
(a) settle a list of persons liable to contribute under this section and
(b) make and enforce calls and orders on them as if they were ordinary contributories in a winding up
(4) Nothing in this section affects the rights of the contributories among themselves
第4分部 —— 股份赎回股份回购
Division 4—Share Redemptions and Buybacks
第1次分部 —— 导言
Subdivision 1—Preliminary
233 分部适范围
分部适 ——
(a) 股份限公司
(b) 2004年2月13日前根旧公司条例组成成股担保限公司公司
233 Application of Division
This Division applies to—
(a) a company limited by shares and
(b) a company limited by guarantee having a share capital that was formed as or became such a company under a former Companies Ordinance before 13 February 2004
第2次分部 —— 赎回股份
Subdivision 2—Redeemable Shares
234 发行赎回股份
(1) 第(2)(3)款规定外公司发行赎回股份
(2) 公司章程细禁止限制赎回股份发行
(3) 公司属赎回股份已发行股份发行赎回股份
234 Issue of redeemable shares
(1) Subject to subsections (2) and (3) a company may issue redeemable shares
(2) A company’s articles may prohibit or restrict the issue of redeemable shares
(3) A company must not issue redeemable shares at a time when there are no issued shares in the company other than redeemable shares
235 股份赎回条款条件方式
(1) 公司董事 ——
(a) 获公司章程细授权
(b) 获公司决议授权
决定股份赎回条款条件方式
(2) 根第(1)(b)款提出决议修改公司章程细该项决议作普通决议通
(3) 关董事获授权根第(1) 款决定股份赎回条款条件方式 ——
(a) 须该等股份配发前行事
(b) 公司股说明中述明附该等股份权利责延伸股份赎回条款条件方式
(4) 关董事非根第(1) 款获授权股份赎回条款条件方式须公司章程细述明
235 Terms conditions and manner of redemption
(1) The directors of a company may determine the terms conditions and manner of redemption of shares if they are authorized to do so—
(a) by the company’s articles or
(b) by resolution of the company
(2) A resolution under subsection (1)(b) may be an ordinary resolution even if it amends the company’s articles
(3) If the directors are authorized under subsection (1) to determine the terms conditions and manner of redemption of shares—
(a) they must do so before the shares are allotted and
(b) any obligation of the company to state in a statement of capital the rights attached to the shares extends to the terms conditions and manner of redemption
(4) If the directors are not authorized under subsection (1) the terms conditions and manner of redemption of shares must be stated in the company’s articles
第3次分部 —— 股份回购
Subdivision 3—Share Buybacks
236 公司回购身股份般权力
(1) 第(2)(3)款规定外第6次分部规限公司 ——
(a) 属市公司第4次分部回购身股份
(b) 属非市公司第5次分部回购身股份
(2) 公司章程细禁止限制该公司回购身股份
(3) 公司回购身股份会导致该公司成员持赎回股份外股份该公司回购身股份
(4) 违反第(3)款股份回购属效
236 General power of company to buy back its own shares
(1) Subject to subsections (2) and (3) and Subdivision 6 a company may buy back its own shares in accordance with—
(a) for a listed company Subdivision 4
(b) for an unlisted company Subdivision 5
(2) A company’s articles may prohibit or restrict a buyback by the company of its own shares
(3) A company must not buy back its own shares if as a result of the buyback there would no longer be any member of the company holding shares other than redeemable shares
(4) A buyback that contravenes subsection (3) is void
237 股份回购合约保留查阅
(1) 条适 ——
(a) 根第240条获授权订立回购身股份合约市公司
(b) 根 ——
(i) 第244条获授权订立回购身股份合约非市公司
(ii) 第247条获授权意更改回购身股份合约非市公司
(iii) 第251条获授权意放弃回购身股份合约权利非市公司
(iv) 第254条获授权意更改放弃回购身股份合约权利协议非市公司
(2) 公司须注册办事处根第657条订立规例订明方备存 ——
(a) (关合约协议采书面形式)该合约协议文份
(b) (该合约协议非采书面形式)该合约协议条款备忘录份
(3) 述文备忘录须该合约协议协定时开始备存直根该合约完成回购股份日期该合约方式终止日期起计10年期间结束止
(4) 抵触第(5)款条文公司须办公时间提供述文备忘录供述士免费查阅 ——
(a) 成员
(b) (属市公司)
(5) 公司藉决议提供述文备忘录供查阅施加合理限制前提日容许供查阅时间少2时
(6) 公司违反第(2)(3)款根第(4)款规定查阅遭拒绝该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 第(4)款规定查阅遭拒绝原讼法庭藉命令规定公司准许关作时查阅
(8) 条中 ——
合约 (contract)包括确定回购合约
237 Retention and inspection of share buyback contracts
(1) This section applies to—
(a) a listed company that enters into a contract for the buyback of its own shares that is authorized under section 240 and
(b) an unlisted company that—
(i) under an authorization under section 244 enters into a contract for the buyback of its own shares
(ii) under an authorization under section 247 agrees to a variation of a contract for the buyback of its own shares
(iii) under an authorization under section 251 agrees to release its rights under a contract for the buyback of its own shares or
(iv) under an authorization under section 254 agrees to a variation of an agreement to release its rights under a contract for the buyback of its own shares
(2) The company must keep at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of the contract or agreement if it is in writing and
(b) if not a memorandum of its terms
(3) The copy or memorandum must be kept from the conclusion of the contract or agreement until the end of the period of 10 years beginning on the day on which the buyback of all the shares under the contract is completed or the day on which the contract otherwise terminates
(4) Subject to subsection (5) the company must make the copy or memorandum available during business hours for inspection without charge by—
(a) a member of the company and
(b) any other person in the case of a listed company
(5) The company may by resolution impose reasonable restrictions on the making available of the copy or memorandum for inspection as long as not less than 2 hours per day are allowed for inspection
(6) If a company contravenes subsection (2) or (3) or if an inspection required under subsection (4) is refused the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) In the case of a refusal of an inspection required under subsection (4) the Court may by order require the company to permit an immediate inspection
(8) In this section—
contract (合约) includes a contingent buyback contract
第4次分部 —— 股份回购：市公司
Subdivision 4—Share Buybacks Listed Companies
238 根公开约进行股份回购
(1) 市公司根项公开约回购身股份该约须事先获该公司决议授权
(2) 述公司须建议决议通知包括 ——
(a) 载建议公开约文件文
(b) 该公司董事签署陈述该陈述须载会合常理够该约利弊出言成理理意见资料
(3) 根建议公开约公司某成员根第13部第5分部(作出回购股份公开约强制购入股份)强制股份处置 ——
(a) 该公司须委名独立投资顾问该约利弊受强制处置影响成员提供意见
(b) 授权作出该约决议须属售股成员没参表决特决议
(4) 符合条件方资格获委第(3)(a)款指投资顾问 ——
(a) 该根证券期货条例(第571章)第V部获发牌营证券提供意见机构融资提供意见业务法团根该条例第V 部获注册营该等业务认财务机构
(b) 该非 ——
(i) 作出关公开约公司成员高级员幕董事雇员联系公司成员高级员幕董事雇员非
(ii) 作出该约公司联系公司
(5) 第(3)(b)款提述特决议言 ——
(a) 售股成员仅投票方式参表决该项决议应否通视参表决该成员投票外方式该项决议作出表决视参表决
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(6) 条中 ——
售股成员 (nontendering member)具第705条予该词涵义
公开约 (general offer)具第707条予该词涵义
238 Share buyback under general offer
(1) A listed company may buy back its own shares under a general offer that is authorized in advance by resolution of the company
(2) The company must include with the notice of the proposed resolution—
(a) a copy of the document containing the proposed general offer and
(b) a statement signed by the directors of the company containing information that would enable a reasonable person to form a valid and justifiable opinion as to the merits of the offer
(3) If under the proposed general offer a member of the company may be compelled to dispose of the member’s shares under Division 5 of Part 13 (compulsory acquisition after general offer for share buyback)—
(a) the company must appoint an independent investment adviser to advise members who may be affected by the compulsory disposal on the merits of the offer and
(b) the resolution authorizing the offer must be a special resolution on which no nontendering member votes
(4) A person is eligible for appointment as an investment adviser under subsection (3)(a) only if—
(a) the person is a corporation licensed to carry on or an authorized financial institution registered for carrying on a business in advising on securities or advising on corporate finance under Part V of the Securities and Futures Ordinance (Cap 571) and
(b) the person is neither—
(i) a member officer shadow director or employee of the company making the general offer or of an associated company of that company nor
(ii) an associated company of the company making the general offer
(5) For the purposes of a special resolution referred to in subsection (3)(b)—
(a) a nontendering member is to be regarded as voting not only if the nontendering member votes on a poll on the question whether the resolution should be passed but also if the nontendering member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(6) In this section—
general offer (公开约) has the meaning given by section 707
nontendering member (售股成员) has the meaning given by section 705
239 认证券市场核准证券交易进行股份回购
(1) 市公司事先获该公司决议授权认证券市场核准证券交易回购身股份
(2) 述公司须建议决议通知包括建议回购条款备忘录
(3) 授权条指回购决议关公司次周年成员会日期届满期间效该期间该公司该会延长次周年成员会日期止
(4) 条中 ——
核准证券交易 (approved stock exchange)指 ——
(a) 监察机关
(b) (关股份某认证券市场市)营办该市场认交易
条施行藉宪报刊登公告核准证券交易
239 Share buyback on recognized stock market or approved stock exchange
(1) A listed company may buy back its own shares on a recognized stock market or on an approved stock exchange if the buyback is authorized in advance by resolution of the company
(2) The company must include a memorandum of the terms of the proposed buyback with the notice of the proposed resolution
(3) A resolution authorizing a buyback under this section is valid for the period expiring on the date of the next annual general meeting of the company and that period may be extended by the company at that annual general meeting until the date of the following annual general meeting
(4) In this section—
approved stock exchange (核准证券交易) means a stock exchange approved for the purposes of this section by notice published in the Gazette by—
(a) the Commission and
(b) the recognized exchange company that operates the recognized stock market on which the shares concerned are listed
240 非根第238239条进行股份回购
(1) 市公司非根第238239条回购身股份前提回购股份合约须事先获特决议授权
(2) 述合约采确定回购合约形式
(3) 述公司须建议特决议通知包括 ——
(a) 建议合约文(该合约非采书面形式)该合约条款备忘录
(b) 符合规定该公司董事签署陈述：该等董事签署该陈述前已持该合约关股份公司成员进行妥善职查讯该陈述须载会合常理够该合约利弊出言成理理意见资料
(4) 情况条指特决议具效力 ——
(a) 持该项决议关股份公司成员行该等股份附表决权
(b) 假该成员没行事该项决议便会通
(5) 第(4)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份附表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(6) 第(5)(b)款提述投票方式表决求遭拒绝条指特决议具效力
240 Share buyback otherwise than under section 238 or 239
(1) A listed company may buy back its own shares otherwise than under section 238 or 239 if the contract for buyback of the shares is authorized in advance by special resolution
(2) A contract may take the form of a contingent buyback contract
(3) The company must include with the notice of the proposed special resolution—
(a) a copy of the proposed contract or if it is not in writing a memorandum of its terms and
(b) a statement signed by the directors of the company after having made due and diligent inquiry of the members of the company holding the shares to which the proposed contract relates containing information that would enable a reasonable person to form a valid and justifiable opinion as to the merits of the contract
(4) A special resolution under this section is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(5) For the purposes of subsection (4)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(6) A special resolution under this section is not effective if a demand for a poll referred to in subsection (5)(b) is refused
241 豁免
(1) 监察机关认合适条件规限豁免市公司须受第238239240条条文规限
(2) 监察机关 ——
(a) 规限豁免条件获遵理认合适理暂时中止撤回根第(1)款批予豁免
(b) 更改根第(1)款施加条件
241 Exemptions
(1) The Commission may exempt any listed company from any of the provisions of section 238 239 or 240 subject to any conditions it thinks fit
(2) The Commission may—
(a) suspend or withdraw an exemption granted under subsection (1) on the ground that the conditions subject to which the exemption was granted have not been complied with or on any other ground the Commission thinks fit or
(b) vary any condition imposed under subsection (1)
242 转回购身股份权利
市公司述权利均转 ——
(a) 根第238条获授权公开约具权利
(b) 根第239条获授权认证券市场核准证券交易进行回购具权利
(c) 根第240条获授权合约具权利
242 No assignment of right to buy back own shares
The following rights of a listed company are not capable of being assigned—
(a) rights under a general offer authorized under section 238
(b) rights under a buyback on a recognized stock market or on an approved stock exchange authorized under section 239
(c) rights under a contract authorized under section 240
243 放弃回购身股份权利
(1) 市公司订立协议放弃根第240条获授权合约权利放弃根第238条获授权公开约权利非该项协议条款事先获特决议授权否该协议属效
(2) 第240(3)(4)(5)(6)条适建议放弃权利协议授权适第240条指建议合约授权
243 Release of right to buy back own shares
(1) An agreement by a listed company to release its rights under a contract authorized under section 240 or under a general offer authorized under section 238 is void unless the terms of the release agreement are authorized in advance by special resolution
(2) Section 240(3) (4) (5) and (6) applies to the authorization for a proposed release agreement as it applies to the authorization for a proposed contract under section 240
第5次分部 —— 股份回购：非市公司
Subdivision 5—Share Buybacks Unlisted Companies
244 根合约进行股份回购
(1) 非市公司根项合约回购身股份该合约须事先获特决议授权
(2) 述合约采确定回购合约形式
(3) 合约授权藉特决议更改撤销时重订
(4) 关授予更改撤销重订合约授权特决议均受第245246条规限
244 Share buyback under contract
(1) An unlisted company may buy back its own shares under a contract that is authorized in advance by special resolution
(2) A contract may take the form of a contingent buyback contract
(3) The authorization for a contract may be varied revoked or from time to time renewed by special resolution
(4) A special resolution conferring varying revoking or renewing the authorization for a contract is subject to sections 245 and 246
245 合约授权决议︰披露合约细节
(1) 条关授予更改撤销重订第244条指合约授权特决议适
(2) 采书面形式建议合约文列明非采书面形式建议合约条款备忘录须述方式提供予关成员 ——
(a) (属书面决议)建议决议送交公司成员时前述文备忘录送交该公司名成员
(b) (属建议会议通决议) ——
(i) 公司注册办事处根第657条订立规例订明方述文备忘录提供予公司成员查阅期少该会议日期结束15日期间
(ii) 该会议述文备忘录提供予公司成员查阅
(3) 第(2)款提述备忘录须载持建议合约关股份成员姓名名称
(4) 根第(2)款提供建议合约文须附份备忘录指明没该合约出现述姓名名称
(5) 条规定获遵守关特决议具效力
245 Resolution authorizing contract disclosure of contract details
(1) This section applies in relation to a special resolution to confer vary revoke or renew the authorization for a contract under section 244
(2) A copy of the proposed contract (if it is in writing) or a memorandum setting out its terms (if it is not) must be made available to members—
(a) in the case of a written resolution by being sent to every member of the company at or before the time when the proposed resolution is sent to them or
(b) in the case of a resolution proposed at a meeting by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657 for a period of not less than 15 days ending on the date of the meeting and
(ii) at the meeting
(3) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed contract relates
(4) A copy of a proposed contract made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed contract
(5) The special resolution is not effective if the requirements of this section are not complied with
246 合约授权决议︰行表决权
(1) 条适关授予更改撤销重订第244条指合约授权特决议
(2) 关特决议书面决议形式提出第12部第1分部第2次分部(书面决议)言持该项决议关股份成员该等股份言属合资格成员
(3) 关特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(4) 第(3)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(5) 第(4)(b)款提述投票方式表决求遭拒绝关特决议具效力
246 Resolution authorizing contract exercise of voting rights
(1) This section applies to a special resolution to confer vary revoke or renew the authorization for a contract under section 244
(2) If the special resolution is proposed as a written resolution a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(3) If the special resolution is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(4) For the purposes of subsection (3)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused
247 更改获授权合约
(1) 非市公司意更改根第244条授权合约该更改协议须事先获特决议授权
(2) 更改协议授权藉特决议更改撤销时重订
(3) 关授予更改撤销重订更改协议授权特决议均受第248249条规限
247 Variation of authorized contract
(1) An unlisted company may agree to a variation of a contract authorized under section 244 if the variation agreement is authorized in advance by special resolution
(2) The authorization for a variation agreement may be varied revoked or from time to time renewed by special resolution
(3) A special resolution conferring varying revoking or renewing the authorization for a variation agreement is subject to sections 248 and 249
248 授权更改协议决议︰披露更改细节
(1) 条关授予更改撤销重订第247条指更改协议授权特决议适
(2) 采书面形式建议更改协议文列明非采书面形式建议更改协议细节备忘录须述方式提供予关成员 ——
(a) (属书面决议)建议决议送交公司成员时前述文备忘录送交该公司名成员
(b) (属建议会议通决议) ——
(i) 公司注册办事处根第657条订立规例订明方述文备忘录提供予公司成员查阅期少该会议日期结束15日期间
(ii) 该会议述文备忘录提供予公司成员查阅
(3) 原合约备忘录文连先前作出更改须第(2)款提供予成员
(4) 第(2)款提述备忘录须载持建议更改协议关股份成员姓名名称
(5) 根第(2)款提供建议更改协议文须附份备忘录指明没该协议出现述姓名名称
(6) 条规定获遵守关特决议具效力
248 Resolution authorizing variation disclosure of details of variation
(1) This section applies in relation to a special resolution to confer vary revoke or renew the authorization for a variation agreement under section 247
(2) A copy of the proposed variation agreement (if it is in writing) or a memorandum giving details of the proposed variation agreement (if it is not) must be made available to members—
(a) in the case of a written resolution by being sent to every member of the company at or before the time when the proposed resolution is sent to them or
(b) in the case of a resolution proposed at a meeting by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657 for a period of not less than 15 days ending on the date of the meeting and
(ii) at the meeting
(3) There must also be made available to members in accordance with subsection (2) a copy of the original contract or memorandum together with any variations previously made
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed variation agreement relates
(5) A copy of a proposed variation agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed variation agreement
(6) The special resolution is not effective if the requirements of this section are not complied with
249 授权更改协议决议︰行表决权
(1) 条适关授予更改撤销重订第247条指更改协议授权特决议
(2) 关特决议书面决议形式提出第12部第1分部第2次分部(书面决议)言持该项决议关股份成员该等股份言属合资格成员
(3) 关特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(4) 第(3)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(5) 第(4)(b)款提述投票方式表决求遭拒绝关特决议具效力
249 Resolution authorizing variation exercise of voting rights
(1) This section applies to a special resolution to confer vary revoke or renew the authorization for a variation agreement under section 247
(2) If the special resolution is proposed as a written resolution a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(3) If the special resolution is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(4) For the purposes of subsection (3)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused
250 转回购身股份权利
非市公司根第244条获授权合约(根第247条时更改者)具权利均转
250 No assignment of right to buy back own shares
The rights of an unlisted company under a contract authorized under section 244 (as varied from time to time under section 247) are not capable of being assigned
251 放弃回购身股份权利
(1) 非市公司订立协议放弃根第244条获授权合约(根第247条时更改者)权利非该项协议条款事先获特决议授权否该协议属效
(2) 放弃权利协议授权藉特决议更改撤销时重订
(3) 关授予更改撤销重订放弃权利协议授权特决议均受第252253条规限
251 Release of right to buy back own shares
(1) An agreement by an unlisted company to release its rights under a contract authorized under section 244 (as varied from time to time under section 247) is void unless the terms of the release agreement are authorized in advance by special resolution
(2) The authorization for a release agreement may be varied revoked or from time to time renewed by special resolution
(3) A special resolution conferring varying revoking or renewing the authorization for a release agreement is subject to sections 252 and 253
252 授权放弃权利决议︰披露放弃细节
(1) 条关授予更改撤销重订第251条指放弃权利协议授权特决议适
(2) 采书面形式建议放弃权利协议文列明非采书面形式建议放弃权利协议细节备忘录须述方式提供予关成员 ——
(a) (属书面决议)建议决议送交公司成员时前述文备忘录送交该公司名成员
(b) (属建议会议通决议) ——
(i) 公司注册办事处根第657条订立规例订明方述文备忘录提供予公司成员查阅期少该会议日期结束15日期间
(ii) 该会议述文备忘录提供予公司成员查阅
(3) 原合约备忘录文连先前作出更改须第(2)款提供予成员
(4) 第(2)款提述备忘录须载持建议放弃权利协议关股份成员姓名名称
(5) 根第(2)款提供建议放弃权利协议文须附份备忘录指明没该协议出现述姓名名称
(6) 条规定获遵守关特决议具效力
252 Resolution authorizing release disclosure of details of release
(1) This section applies in relation to a special resolution to confer vary revoke or renew the authorization for a release agreement under section 251
(2) A copy of the proposed release agreement (if it is in writing) or a memorandum giving details of the proposed release agreement (if it is not) must be made available to members—
(a) in the case of a written resolution by being sent to every member of the company at or before the time when the proposed resolution is sent to them or
(b) in the case of a resolution proposed at a meeting by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657 for a period of not less than 15 days ending on the date of the meeting and
(ii) at the meeting
(3) There must also be made available to members in accordance with subsection (2) a copy of the original contract or memorandum together with any variations previously made
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed release agreement relates
(5) A copy of a proposed release agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed release agreement
(6) The special resolution is not effective if the requirements of this section are not complied with
253 授权放弃权利决议︰行表决权
(1) 条适关授予更改撤销重订第251条指放弃权利协议授权特决议
(2) 关特决议书面决议形式提出第12部第1分部第2次分部(书面决议)言持该项决议关股份成员该等股份言属合资格成员
(3) 关特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(4) 第(3)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(5) 第(4)(b)款提述投票方式表决求遭拒绝关特决议具效力
253 Resolution authorizing release exercise of voting rights
(1) This section applies to a special resolution to confer vary revoke or renew the authorization for a release agreement under section 251
(2) If the special resolution is proposed as a written resolution a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(3) If the special resolution is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(4) For the purposes of subsection (3)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused
254 更改放弃回购身股份权利
(1) 非市公司意更改根第251条授权放弃权利协议该更改协议须事先获特决议授权
(2) 更改协议授权藉特决议更改撤销时重订
(3) 关授予更改撤销重订更改协议授权特决议均受第255256条规限
254 Variation of release of right to buy back own shares
(1) An unlisted company may agree to a variation of a release agreement authorized under section 251 if the variation agreement is authorized in advance by special resolution
(2) The authorization for a variation agreement may be varied revoked or from time to time renewed by special resolution
(3) A special resolution conferring varying revoking or renewing the authorization for a variation agreement is subject to sections 255 and 256
255 授权更改放弃权利决议︰披露更改细节
(1) 条关授予更改撤销重订第254条指更改协议授权特决议适
(2) 采书面形式建议更改协议文列明非采书面形式建议更改协议细节备忘录须述方式提供予关成员 ——
(a) (属书面决议)建议决议送交公司成员时前述文备忘录送交该公司名成员
(b) (属建议会议通决议) ——
(i) 公司注册办事处根第657条订立规例订明方述文备忘录提供予公司成员查阅期少该会议日期结束15日期间
(ii) 该会议述文备忘录提供予公司成员查阅
(3) 原放弃协议备忘录文连先前作出更改须第(2)款提供予成员
(4) 第(2)款提述备忘录须载持建议更改协议关股份成员姓名名称
(5) 根第(2)款提供建议更改协议文须附份备忘录指明没该协议出现述姓名名称
(6) 条规定获遵守关特决议具效力
255 Resolution authorizing variation of release disclosure of details of variation
(1) This section applies in relation to a special resolution to confer vary revoke or renew the authorization for a variation agreement under section 254
(2) A copy of the proposed variation agreement (if it is in writing) or a memorandum giving details of the proposed variation agreement (if it is not) must be made available to members—
(a) in the case of a written resolution by being sent to every member of the company at or before the time when the proposed resolution is sent to them or
(b) in the case of a resolution proposed at a meeting by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657 for a period of not less than 15 days ending on the date of the meeting and
(ii) at the meeting
(3) There must also be made available to members in accordance with subsection (2) a copy of the original release agreement or memorandum together with any variations previously made
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed variation agreement relates
(5) A copy of a proposed variation agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed variation agreement
(6) The special resolution is not effective if the requirements of this section are not complied with
256 授权更改放弃权利决议︰行表决权
(1) 条适关授予更改撤销重订第254条指更改协议授权特决议
(2) 关特决议书面决议形式提出第12部第1分部第2次分部(书面决议) 言持该项决议关股份成员该等股份言属合资格成员
(3) 关特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(4) 第(3)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(5) 第(4)(b)款提述投票方式表决求遭拒绝关特决议具效力
256 Resolution authorizing variation of release exercise of voting rights
(1) This section applies to a special resolution to confer vary revoke or renew the authorization for a variation agreement under section 254
(2) If the special resolution is proposed as a written resolution a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(3) If the special resolution is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(4) For the purposes of subsection (3)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused
第6次分部 —— 赎回回购股份作出付款
Subdivision 6—Payment for Share Redemptions and Buybacks
257 赎回回购作出付款
(1) 某公司赎回回购身股份须赎回回购时该等股份付款
(2) 第(3)(4)款规定外某公司赎回回购身股份 ——
(a) 该公司分派利润中拨款作付款
(b) 赎回回购股份目发行新股份收益中拨款作付款
(c) 次分部资中拨款作付款
(3) 市公司根第239条认证券市场核准证券交易回购身股份资中拨款作付款
(4) 第(3)款规定外第(5)款提述付款公司 ——
(a) 该公司分派利润中拨款作出
(b) 次分部资中拨款作出
(5) 第(4)款适公司作出付款作交换项代价 ——
(a) 该公司购入关根第45次分部回购身股份权利
(b) 根第5次分部授权合约更改
(c) 解该公司根第45次分部回购身股份责更改该项解
257 Payment for redemption or buyback
(1) If a company redeems or buys back its own shares the shares must be paid for on redemption or buyback
(2) Subject to subsections (3) and (4) a company may make a payment in respect of a redemption or buyback of its own shares—
(a) out of the company’s distributable profits
(b) out of the proceeds of a fresh issue of shares made for the purpose of the redemption or buyback or
(c) out of capital in accordance with this Subdivision
(3) A listed company must not make a payment out of capital in respect of a buyback of its own shares on a recognized stock market or on an approved stock exchange under section 239
(4) Subject to subsection (3) a payment referred to in subsection (5) may be made by a company only—
(a) out of the company’s distributable profits or
(b) out of capital in accordance with this Subdivision
(5) Subsection (4) applies to a payment by a company in consideration of any of the following—
(a) the company acquiring any right with respect to the buyback of its own shares under Subdivision 4 or 5
(b) the variation of a contract authorized under Subdivision 5 or
(c) the release or variation of the release of any of the company’s obligations with respect to the buyback of any of its own shares under Subdivision 4 or 5
258 关资中拨款作付款特决议
(1) 第257(3)条规定外某公司赎回回购身股份次分部藉特决议资中拨款作付款
(2) 抵触第263条条文赎回回购股份资中拨款作付款须关特决议日期5星期该项决议日期7星期前期间作出
258 Special resolution for payment out of capital
(1) Subject to section 257(3) a company may make a payment out of capital in respect of the redemption or buyback of its own shares by special resolution in accordance with this Subdivision
(2) Subject to section 263 the payment out of capital and the redemption or buyback must be made no earlier than 5 weeks and no later than 7 weeks after the date of the special resolution
259 关资中拨款作付款偿付力陈述
(1) 公司董事须资中拨款作付款事作出符合第2分部偿付力陈述
(2) 议决资中拨款作付款特决议须作出偿付力陈述日期15日通
(3) 关特决议书面决议形式提出偿付力陈述文须该项决议送交公司成员时前送交公司名成员
(4) 关特决议建议会议通须该会议备偿付力陈述文供会成员查阅
(5) 第(3)(4)款(视者适定)获遵守关特决议具效力
259 Solvency statement for payment out of capital
(1) All directors of the company must make a solvency statement that complies with Division 2 in relation to the payment out of capital
(2) The special resolution for payment out of capital must be passed within 15 days after the date of the solvency statement
(3) If the special resolution is proposed as a written resolution a copy of the solvency statement must be sent to every member of the company at or before the time when the proposed resolution is sent to them
(4) If the special resolution is proposed at a meeting a copy of the solvency statement must be made available for inspection by members at the meeting
(5) The special resolution is not effective if subsection (3) or (4) (as applicable) is not complied with
260 特决议︰行表决权
(1) 关资中拨款作付款特决议书面决议形式提出第12部第1分部第2次分部(书面决议)言持该项决议关股份公司成员该等股份言属合资格成员
(2) 关资中拨款作付款特决议建议会议通该项决议述情况具效力 ——
(a) 持该项决议关股份公司成员行该等股份带表决权
(b) 假该成员没行事该项决议便会通
(3) 第(2)款言 ——
(a) 持关决议关股份成员仅该项决议应否通问题投票方式表决视行该等股份带表决权该成员该项决议投票外方式表决须视行该表决权
(b) 关公司成员均求该问题投票方式表决
(c) 成员投票代表表决提出求投票方式表决等该成员亲表决亲提出求
(4) 第(3)(b)款提述投票方式表决求遭拒绝关特决议具效力
(5) 条适市公司第238条根项公开约进行回购股份
260 Special resolution exercise of voting rights
(1) If the special resolution for payment out of capital is proposed as a written resolution a member of the company holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares
(2) If the special resolution for payment out of capital is proposed at a meeting the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares and
(b) the resolution would not have been passed if the member had not done so
(3) For the purposes of subsection (2)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll
(b) any member of the company may demand a poll on that question and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member
(4) The special resolution is not effective if a demand for a poll referred to in subsection (3)(b) is refused
(5) This section does not apply to a buyback by a listed company under a general offer in accordance with section 238
261 关资中拨款作付款公告
(1) 议决资中拨款作付款特决议获通公司须第(2)款指明日期日前宪报刊登公告 ——
(a) 述明公司已批准资中拨款作付款
(b) 指明该项付款款额该项特决议日期
(c) 述明处查阅该项特决议关偿付力陈述
(d) 述明没意没表决赞成该项特决议公司成员公司债权该项决议日期5星期根第263条原讼法庭提出申请求撤销该项决议
(2) 述日期 ——
(a) 关特决议通星期星期中工作日
(b) ((a)段述日期关特决议通日期(包括两者)相距少4 办公日)星期中工作日
例子——
1 关特决议某年2月2日(星期四)通星期六星期日外该年2月日子均属办公日该项特决议通星期星期中工作日该年2月10日(星期五)2月2日2月10日间5办公日关公告须该年2月10日(星期五)前宪报刊登
2 关特决议某年3月30日(星期五)通该年4月4日(星期三)4月6日(星期五)均公众假期该年4月2日(星期)4月3日(星期二)4月5日(星期四)4月13日(星期五)均属办公日该项特决议通星期星期中工作日4月5日(星期四)3月30日4月5日间2办公日关公告须星期中工作日(该年4月13日(星期五))前宪报刊登
(3) 公司须通议决资中拨款作付款特决议星期星期终结前 ——
(a) 少份指明中文报章少份指明英文报章刊登第(1)款指公告容具相意思公告
(b) 名债权发出具该意思书面通知
(4) 公司违反第(1)(3)款该公司名责均属犯罪处第3级罚款
(5) 公司须日期前偿付力陈述文交付处长登记 ——
(a) 公司根第(1)款刊登关公告日期
(b) (早(a)段指日期)公司根第(3)款首次刊登关公告日期首次债权发出通知日期
(6) 公司违反第(5)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 第(2)款言 ——
工作日 (working day)指日子日子 ——
(a) 公众假期
(b) 星期六
办公日 (business day)指日子日子 ——
(a) 公众假期
(b) 星期六
(c) 释义通条例(第1章)第71(2)条界定黑色暴雨警告日烈风警告日
261 Public notice of payment out of capital
(1) If a special resolution for payment out of capital is passed the company must on or before the date specified in subsection (2) publish a notice in the Gazette—
(a) stating that the company has approved a payment out of capital
(b) specifying the amount of the payment out of capital and the date of the special resolution
(c) stating where the special resolution and solvency statement are available for inspection and
(d) stating that a member of the company who did not consent to or vote in favour of the special resolution or a creditor of the company may within 5 weeks after the date of the special resolution apply to the Court under section 263 for cancellation of the special resolution
(2) The date is—
(a) a date that falls on the last working day of the week after the week in which the special resolution is passed or
(b) if the period between the date in paragraph (a) and the date on which the special resolution is passed is less than 4 business days (both dates exclusive) a date that falls on the last working day of the week next following
Examples—
1 The special resolution is passed on 2 February of a year (Thursday) Apart from Saturdays and Sundays all other dates in February of that year are business days The date that falls on the last working day of the week after the week in which the special resolution is passed is 10 February (Friday) of that year There are 5 business days between 2 February and 10 February Therefore the relevant notice must be published in the Gazette on or before 10 February (Friday) of that year
2 The special resolution is passed on 30 March of a year (Friday) Both 4 April (Wednesday) and 6 April (Friday) of that year are general holidays 2 April (Monday) 3 April (Tuesday) 5 April (Thursday) and 13 April (Friday) of that year are business days The date that falls on the last working day of the week after the week in which the special resolution is passed is 5 April (Thursday) There are only 2 business days between 30 March and 5 April Therefore the relevant notice must be published in the Gazette on or before the last working day of the week next following which is 13 April (Friday) of that year
(3) Before the end of the week after the week in which the special resolution for payment out of capital is passed the company must also—
(a) publish a notice to the same effect as the notice under subsection (1) in at least one specified Chinese language newspaper and at least one specified English language newspaper or
(b) give written notice to that effect to each of its creditors
(4) If the company contravenes subsection (1) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(5) The company must deliver to the Registrar for registration a copy of the solvency statement no later than the day on which the company—
(a) publishes the notice under subsection (1) or
(b) if earlier first publishes the notice or gives notice to creditors under subsection (3)
(6) If the company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) For the purposes of subsection (2)—
business day (办公日) means a day that is not—
(a) a general holiday
(b) a Saturday or
(c) a black rainstorm warning day or gale warning day as defined by section 71(2) of the Interpretation and General Clauses Ordinance (Cap 1)
working day (工作日) means a day that is not—
(a) a general holiday or
(b) a Saturday
262 特决议偿付力陈述查阅
(1) 公司须确保议决资中拨款作付款特决议该项决议作出偿付力陈述备存公司注册办事处备存根第657条订立规例订明点备存期间 ——
(a) ——
(i) 公司根第261(1)条刊登关公告日期开始
(ii) (早第(i)节指日期)公司根第261(3)条首次刊登关公告日期首次债权发出通知日期开始
(b) 该项特决议日期5星期结束
(2) 公司须准许成员债权第(1)款述期间办公时间免费查阅关特决议偿付力陈述
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 公司违反第(2)款原讼法庭藉命令规定该公司准许关作时查阅
262 Inspection of special resolution and solvency statement
(1) The company must ensure that the special resolution for payment out of capital and the solvency statement made in relation to it are kept at its registered office or at a place prescribed by regulations made under section 657 for the period—
(a) beginning on the day on which the company—
(i) publishes the notice under section 261(1) or
(ii) if earlier first publishes the notice or gives notice to creditors under section 261(3) and
(b) ending 5 weeks after the date of the special resolution
(2) The company must permit a member or creditor of the company to inspect the special resolution and solvency statement without charge during business hours in that period
(3) If the company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If the company contravenes subsection (2) the Court may by order require the company to permit an immediate inspection
263 成员债权原讼法庭提出申请
(1) 第(2)款规定外议决资中拨款作付款特决议日期5星期公司成员债权原讼法庭提出申请求撤销该项决议
(2) 意表决赞成关决议成员权提出述申请
(3) 权提出申请藉书面方式委中代表作出该项委提出申请
(4) 根条提出申请 ——
(a) 申请须快申请书送达关公司
(b) 该公司须申请书送达该公司日期7日处长发出关该项申请通知该通知须符合指明格式
(5) 公司违反第(4)(b)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
263 Application to Court by members or creditors
(1) Subject to subsection (2) a member or creditor of the company may apply to the Court within 5 weeks after the date of the special resolution for payment out of capital for cancellation of the resolution
(2) A member who consented to or voted in favour of the special resolution is not entitled to apply
(3) An application may be made on behalf of the persons entitled to apply by any one or more of them appointed in writing by all of them
(4) If an application is made under this section—
(a) the applicant must as soon as possible serve the application on the company and
(b) the company must give the Registrar notice in the specified form of the application within 7 days after the day on which the application is served on the company
(5) If the company contravenes subsection (4)(b) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
264 原讼法庭押法律程序权力
(1) 原讼法庭接获根第263条提出申请法律程序押令原讼法庭满意安排作出保障持异议成员持异议债权权益
(2) 原讼法庭作出认合宜指示命令利便作出执行述安排
264 Power of Court to adjourn proceedings
(1) The Court may adjourn proceedings on an application under section 263 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members or dissentient creditors
(2) The Court may give any directions and make any orders it thinks expedient for facilitating or carrying into effect any such arrangement
265 原讼法庭确认撤销特决议权力
(1) 原讼法庭接获根第263条提出申请须作出确认撤销关议决资中拨款作付款特决议命令认合适条款条件作出该命令
(2) 原讼法庭确认关特决议藉命令更改延展 ——
(a) 该项决议指明日期期间
(b) 分部适该项决议资中拨款作关付款关赎回回购股份条文指明日期期间
(3) 原讼法庭认合适关命令 ——
(a) 公司回购成员股份公司股减少事作出规定
(b) 保障公司成员债权权益作出规定
(c) 公司章程细作出述规定需作出更改
(d) 规定公司章程细作出更改指明更改
(4) 原讼法庭命令规定公司章程细作出更改指明更改公司权未获原讼法庭许作出该更改
(5) 原讼法庭根条具权力局限根第264 条具权力
265 Power of Court to confirm or cancel special resolution
(1) On an application under section 263 the Court must make an order confirming or cancelling the special resolution for payment out of capital and may do so on any terms and conditions it thinks fit
(2) If the Court confirms the special resolution it may by order alter or extend any date or period of time specified—
(a) in the special resolution or
(b) in any provision of this Division applying to the special resolution the payment out of capital or the redemption or buyback
(3) If the Court thinks fit the order may—
(a) provide for the company to buy back the shares of any of its members and for the reduction accordingly of the company’s share capital
(b) provide for the protection of the interests of members or creditors of the company
(c) make any alteration to the company’s articles that may be required as a consequence
(d) require the company not to make any or any specified alteration to its articles
(4) If the order of the Court requires the company not to make any or any specified alteration to its articles the company does not have power to make any such alteration without leave of the Court
(5) The powers of the Court under this section do not limit its powers under section 264
266 公司原讼法庭命令文交付处长
(1) 公司须原讼法庭作出第265条指命令15日原讼法庭命令较长限期该命令正式文交付处长登记
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
266 Company to deliver copy of order of Court to Registrar
(1) Within 15 days after the making of an order by the Court under section 265 or within any longer period ordered by the Court the company must deliver an office copy of the order to the Registrar for registration
(2) If the company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
第7次分部 —— 般条文
Subdivision 7—General Provisions
267 购入身股份般禁止
(1) 条例规定外公司赎回回购认购方式购入身股份
(2) 公司违反第(1)款述属犯罪 ——
(a) 该公司
(b) 该公司名责
(c) 明知准许违反该条该公司名售股成员(第705条界定者)
(3) 犯第(2)款订罪行 ——
(a) 循公诉程序定罪处罚款1250000监禁5年
(b) 循简易程序定罪处罚款150000监禁12月
(4) 第236(4)条规定外第14部第2分部(公损害成员权益补救)规限公司根分部进行股份赎回股份回购会仅分部获遵守属效
267 General prohibition on acquisition of own shares
(1) Except as provided by this Ordinance a company must not acquire its own shares whether by redemption buyback subscription or otherwise
(2) If a company contravenes subsection (1) an offence is committed by—
(a) the company
(b) every responsible person of the company and
(c) every nontendering member of the company (as defined by section 705) who knowingly permits the contravention
(3) A person who commits an offence under subsection (2) is liable—
(a) on conviction on indictment to a fine of 1250000 and to imprisonment for 5 years or
(b) on summary conviction to a fine of 150000 and to imprisonment for 12 months
(4) Subject to section 236(4) and Division 2 of Part 14 (remedies for unfair prejudice to members’ interests) a redemption or buyback of shares by a company under this Division is not void only because of a failure to comply with this Division
268 赎回回购未缴股款部分已缴股款股份
公司赎回回购身股份股份属已缴足款股份限
268 No redemption or buyback of unpaid or partlypaid shares
A company must not redeem or buy back its own shares unless they are fully paid
269 赎回回购股份效力
(1) 根分部赎回回购股份须视赎回回购时注销
(2) 公司赎回回购身股份时 ——
(a) 资中拨款赎回回购公司须减少股款额
(b) 利润中拨款赎回回购公司须减少利润款额
(c) 资利润两者中拨款赎回回购公司须例减少股利润款额
减幅相等该公司缴付该等股份价格总额
269 Effect of redemption or buyback
(1) Shares redeemed or bought back under this Division are to be regarded as cancelled on redemption or buyback
(2) On redemption or buyback of its own shares a company must—
(a) reduce the amount of its share capital if the shares were redeemed or bought back out of capital
(b) reduce the amount of its profits if the shares were redeemed or bought back out of profits or
(c) reduce the amount of its share capital and profits proportionately if the shares were redeemed or bought back out of both capital and profits
by the total amount of the price paid by the company for the shares
270 赎回回购股份申报表
(1) 根分部赎回回购股份公司须该等股份交付该公司日期15日申报表交付处长登记
(2) 述申报表 ——
(a) 须符合指明格式
(b) 须类赎回回购股份述明 ——
(i) 该等股份数目
(ii) 该等股份交付该公司日期
(c) 须载项紧接赎回回购股份时状况准股说明该说明须符合第201条 (2018年第35号第26条修订)
(d) 属市公司交付登记须类赎回回购股份述明 ——
(i) 该等股份缴付高低价格
(ii) 该公司该等股份缴付总款额
(e) 赎回回购需资金资中拨出情况须述明该项付款详情包括付款日期款额
(3) 日期根合约交付公司股份细节载列单份申报表情况根第(2)(d)(ii)款规定须述明款额该公司该申报表关全部股份缴付总款额
(4) 公司违反第(1)款该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
270 Return of share redemption or buyback
(1) A company that redeems or buys back any shares under this Division must within 15 days after the date on which the shares are delivered to the company deliver a return to the Registrar for registration
(2) The return—
(a) must be in the specified form
(b) must state for the shares of each class redeemed or bought back—
(i) the number of shares and
(ii) the date on which they were delivered to the company
(c) must include a statement of capital as at the time immediately after the redemption or buyback that complies with section 201
(d) in the case of a listed company must also state for the shares of each class redeemed or bought back—
(i) the maximum and minimum prices paid in respect of the shares and
(ii) the aggregate amount paid by the company for the shares and
(e) in the case of a redemption or buyback financed by a payment out of capital must also state particulars of the payment including the date and amount of the payment
(3) Details of shares delivered to the company on different dates and under different contracts may be included in a single return If this is done the amount required to be stated under subsection (2)(d)(ii) is the aggregate amount paid by the company for all the shares to which the return relates
(4) If the company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
271 公司没赎回回购股份果
(1) 情况条适 ——
(a) 公司根分部发行赎回股份
(b) 公司根分部意回购身股份
(2) 关公司需没赎回没回购关股份承担损害赔偿法律责
(3) 第(2)款损害股份持权利股份持公司没赎回没回购关股份控告公司申索损害赔偿权利外
(4) 公司证明赎回回购关股份分派利润中拨款作付款法院发出命令强制公司履行赎回回购该等股份条款
271 Effect of company’s failure to redeem or buy back
(1) This section applies if under this Division a company—
(a) issues redeemable shares or
(b) agrees to buy back any of its own shares
(2) The company is not liable in damages for any failure on its part to redeem or buy back any of the shares
(3) Subsection (2) is without prejudice to any right of the holder of the shares other than the right to sue the company for damages for the failure
(4) A court must not grant an order for specific performance of the terms of the redemption or buyback if the company shows that it is unable to make a payment in respect of the redemption or buyback out of distributable profits
272 公司没赎回回购股份清盘影响
(1) 情况条适 ——
(a) 公司 ——
(i) 根分部发行赎回股份
(ii) 意根分部回购身股份
(b) 该公司清盘
(c) 清盘展开时该等股份未赎回未回购
(2) 关赎回回购股份条款针公司强制执行
(3) 情况第(2)款适 ——
(a) 关赎回回购股份条款订定赎回回购该等股份进行日期清盘展开日期
(b) ——
(i) 赎回回购该等股份日期开始
(ii) 清盘展开日结束
期间公司时间均合法赎回回购该等股份分派利润中拨款作付款
(4) 股份根第(2)款赎回回购时视注销
(5) 相公司根第(2)款法律责股份支付款额项目须优先支付 ——
(a) 公司债项债务(成员成员身分拖欠债项债务外)
(b) (股份附权利(关资关收入方面权利)该等权利较该等股份附带关资权利优先)履行该等优先权利须缴付款额
(6) 第(5)款规定外相须履行成员作成员权利(关资关收入方面权利)支付予成员款额根第(2)款须支付款额须优先支付
(7) 根公司(清盘杂项条文)条例(第32章)第264A条公司债权公司偿付债项方权收取利息第(5)款言公司债项债务包括支付该项利息法律责
272 Effect on winding up of company’s failure to redeem or buy back
(1) This section applies if—
(a) a company—
(i) issues redeemable shares under this Division or
(ii) agrees to buy back any of its own shares under this Division
(b) the company is wound up and
(c) at the commencement of the winding up any of those shares have not been redeemed or bought back
(2) The terms of the redemption or buyback may be enforced against the company
(3) Subsection (2) does not apply if—
(a) the terms of the redemption or buyback provided for the redemption or buyback to take place at a date later than that of the commencement of the winding up or
(b) during the period—
(i) beginning on the day on which the redemption or buyback was to have taken place and
(ii) ending on the commencement of the winding up
the company could not at any time have lawfully made a payment in respect of the redemption or buyback out of distributable profits
(4) Shares are to be regarded as cancelled when they are redeemed or bought back under subsection (2)
(5) The following must be paid in priority to any amount that the company is liable under subsection (2) to pay in respect of any shares—
(a) all other debts and liabilities of the company (other than any due to members in their capacity as such) and
(b) if other shares carry rights (whether as to capital or income) that are preferred to the rights as to capital attaching to those shares any amount due in satisfaction of those preferred rights
(6) Subject to subsection (5) any amount payable under subsection (2) must be paid in priority to any amounts due to members in satisfaction of their rights (whether as to capital or income) as members
(7) If under section 264A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) a creditor of a company is entitled to payment of any interest only after payment of all other debts of the company the company’s debts and liabilities for the purposes of subsection (5) include the liability to pay that interest
273 藉订立规例作出变通权力
(1) 行政长官会行政会议订立规例述事项分部条文作出变通 ——
(a) 公司回购身股份需授权
(b) 公司放弃根合约(包括确定回购合约)回购身股份权利需授权
(c) 公司赎回回购股份交付处长申报表须载资料
(2) 根条订立规例须立法会批准
273 Power to modify by regulation
(1) The Chief Executive in Council may make regulations modifying any of the provisions of this Division with respect to—
(a) the authorization required for a company to buy back its own shares
(b) the authorization required for the release by a company of its rights under a contract for the buyback of its own shares including a contingent buyback contract and
(c) the information to be included in a return by a company to the Registrar in relation to a share redemption or buyback
(2) Regulations made under this section are subject to the approval of the Legislative Council
第5分部 —— 购入身股份资助
Division 5—Financial Assistance for Acquisition of Own Shares
第1次分部 —— 导言
Subdivision 1—Preliminary
274 释义
(1) 分部中 ——
负债 (liabilities)包括符合说明债务损失作出拨备属合理需保留款额 ——
(a) 相会招致债务损失
(b) 确定会招致款额产生日期未确定债务损失
净资产 (net assets)根分部提供资助公司言指公司资产总额超出公司负债总额数(紧接提供资助前公司会计纪录述明资产额负债额计算)
资助 (financial assistance)指 ——
(a) 藉馈赠提供资助
(b) 述方式提供资助 ——
(i) 担保保证弥偿(弥偿身疏忽失责作出弥偿外)
(ii) 责解宽免
(c) 述方式提供资助 ——
(i) 贷款协议协议根该等协议协议方责协议未履行时提供资助责须予履行
(ii) 第(i)节提述贷款协议协议约务更根第(i)节提述贷款协议协议产生权利转
(d) 公司情况提供资助 ——
(i) 公司净资产会提供该项资助出现相程度减少
(ii) 该公司没净资产
(2) 分部中 ——
(a) 提述某招致债务包括该藉订立协议安排(否强制执行否该独连订立)藉方法改变该财务状况
(b) 提述某公司减少解某购入股份招致债务提供资助包括该公司该财务状况完全部分回复购入进行前状况提供资助
274 Interpretation
(1) In this Division—
financial assistance (资助) means—
(a) financial assistance given by way of gift
(b) financial assistance given—
(i) by way of guarantee security or indemnity (other than an indemnity in respect of the indemnifier’s own neglect or default) or
(ii) by way of release or waiver
(c) financial assistance given—
(i) by way of a loan or any other agreement under which any of the obligations of the person giving the assistance are to be fulfilled at a time when in accordance with the agreement any obligation of another party to the agreement remains unfulfilled or
(ii) by way of the novation of or the assignment of rights arising under a loan or other agreement referred to in subparagraph (i) or
(d) any other financial assistance given by a company if—
(i) the net assets of the company are reduced to a material extent by the giving of the assistance or
(ii) the company has no net assets
liabilities (负债) includes any amount retained as reasonably necessary for the purpose of providing for any liability or loss that is—
(a) likely to be incurred or
(b) certain to be incurred but uncertain as to the amount or as to the date on which it will arise
net assets (净资产) of a company that gives any financial assistance under this Division means the amount by which the aggregate of the company’s assets exceeds the aggregate of its liabilities (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given)
(2) In this Division—
(a) a reference to a person incurring a liability includes the person changing their financial position by making an agreement or arrangement (whether enforceable or unenforceable and whether made on the person’s own account or with any other person) or by any other means and
(b) a reference to a company giving financial assistance for the purpose of reducing or discharging a liability incurred by a person for the purpose of the acquisition of shares includes the company giving financial assistance for the purpose of wholly or partly restoring the person’s financial position to what it was before the acquisition took place
第2次分部 —— 购入身股份提供资助般禁止
Subdivision 2—General Prohibition on Financial Assistance for Acquisition of Own Shares
275 禁止购入股份减少解购入招致债务提供资助
(1) 分部规定外正进行购入正建议购入某公司股份该项购入进行前时该公司附属公司该项购入直接间接提供资助
(2) ——
(a) 某已购入某公司股份
(b) 该项购入招致债务
分部规定外该公司附属公司减少解该项债务直接间接提供资助
(3) (2018年第35号第27条废)
(4) 公司违反第(1)(2)款该公司名责均属犯罪处罚款150000监禁12月
275 Prohibition on financial assistance for acquisition of shares or for reducing or discharging liability for acquisition
(1) If a person is acquiring or proposing to acquire shares in a company the company or any of its subsidiaries must not give financial assistance directly or indirectly for the purpose of the acquisition before or at the same time as the acquisition takes place except as provided by this Division
(2) If—
(a) a person has acquired shares in a company and
(b) any person has incurred a liability for the purpose of the acquisition
the company or any of its subsidiaries must not give financial assistance directly or indirectly for the purpose of reducing or discharging the liability except as provided by this Division
(3) (Repealed 35 of 2018 s 27)
(4) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine of 150000 and to imprisonment for 12 months
276 违反分部影响资助等效性
公司违反分部情况提供资助该项资助关连合约交易效性仅该项违反受影响
276 Failure to comply with Division does not affect validity of financial assistance etc
If a company gives financial assistance in contravention of this Division the validity of the financial assistance and of any contract or transaction connected with it is not affected only because of the contravention
第3次分部 —— 禁止例外情况
Subdivision 3—Exceptions from Prohibition
277 般例外情况
分部禁止事宜 ——
(a) 公司资产 ——
(i) 合法派发股息形式分派
(ii) 该公司清盘程中分派
(b) 红股配发
(c) 公司股第3分部减少
(d) 第4分部进行公司赎回回购身股份
(e) 第13部第2分部(安排妥协)指法庭命令作出事情
(f) 根公司(清盘杂项条文)条例(第32章)第237条(清盘接受股份等作出售公司财产代价权力)作出安排作出事情
(g) 根项公司债权订立公司(清盘杂项条文)条例(第32章)第254条(债务偿安排时债权约束力)该等债权具约束力债务偿安排作出事情
277 General exceptions
This Division does not prohibit any of the following transactions—
(a) the distribution of a company’s assets—
(i) by way of dividend lawfully made or
(ii) in the course of winding up the company
(b) the allotment of bonus shares
(c) the reduction of a company’s share capital in accordance with Division 3
(d) the redemption or buyback of a company’s own shares in accordance with Division 4
(e) anything done in accordance with a court order under Division 2 of Part 13 (arrangements and compromises)
(f) anything done under an arrangement made under section 237 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (power of liquidator to accept shares etc as consideration for sale of property of company)
(g) anything done under an arrangement made between a company and its creditors that is binding on the creditors because of section 254 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (arrangement when binding on creditors)
278 目例外情况
符合条件分部禁止公司购入股份控权公司股份提供资助减少解该项购入招致债务提供资助 ——
(a) 两者中 ——
(i) 该公司提供资助目非购入股份控权公司股份非减少解该项购入招致债务
(ii) 购入该公司股份控权公司股份提供资助减少解该项购入招致债务提供资助仅属该公司某较目附带部分
(b) 资助真诚该公司利益提供
278 Principal purpose exception
This Division does not prohibit a company from giving financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) either—
(i) the company’s principal purpose in giving the assistance is not to give it for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition or
(ii) the giving of the assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition is only an incidental part of some larger purpose of the company and
(b) the assistance is given in good faith in the interests of the company
279 贷款业务例外情况
第282条规限分部禁止出款项通常业务部分公司通常业务运作中出款项
279 Exception for money lending businesses
Subject to section 282 this Division does not prohibit the lending of money by a company in the ordinary course of business if the lending of money is part of the ordinary business of the company
280 雇员参股计划例外情况
(1) 第282条规限分部禁止 ——
(a) 公司真诚该公司利益雇员参股计划目提供资助
(b) 某公司(出资公司)身属公司集团成员公司关目作出事情提供资助该等事情关连情况提供资助述关目出资公司控权公司股份士间进行涉士购入该等股份实益拥权交易进行利便该等交易进行 ——
(i) 正真诚受雇真诚受雇出资公司属公司集团成员公司
(ii) 第(i)节提述配偶遗孀未亡夫未成年子女
(2) 条中 ——
子女 (children)包括继子女非婚生子女香港法律承认方式领养子女
未成年子女 (minor children)指未满18岁子女
雇员参股计划 (employee share scheme)指旨鼓励利便持利益持公司股份计划 ——
(a) 正真诚受雇真诚受雇该公司属公司集团成员公司
(b) (a)段提述配偶遗孀未亡夫未成年子女
280 Exception for employee share schemes
(1) Subject to section 282 this Division does not prohibit—
(a) the giving by a company in good faith in the interests of the company of financial assistance for the purposes of an employee share scheme or
(b) the giving of financial assistance by a company for the purposes of or in connection with anything done by the company or another company in the same group of companies for the purposes of enabling or facilitating transactions in shares in the company or its holding company between and involving the acquisition of beneficial ownership of those shares by—
(i) persons employed or formerly employed in good faith by that company or another company in the same group of companies or
(ii) spouses widows widowers or minor children of persons referred to in subparagraph (i)
(2) In this section—
children (子女) includes stepchildren illegitimate children and children adopted in any manner recognized by the law of Hong Kong
employee share scheme (雇员参股计划) means a scheme for encouraging or facilitating the holding of shares in a company by or for the benefit of—
(a) persons employed or formerly employed in good faith by that company or another company in the same group of companies or
(b) spouses widows widowers or minor children of persons referred to in paragraph (a)
minor children (未成年子女) means children who are under 18 years of age
281 贷款雇员例外情况
(1) 第282条规限分部禁止公司合资格雇员购入实益拥权方式持该公司控权公司缴足股款股份该等雇员出贷款
(2) 条中 ——
子女 (child)包括继子女非婚生子女香港法律承认方式领养子女
合资格雇员 (eligible employees)公司言指真诚受雇该公司非士 ——
(a) 该公司董事
(b) 董事配偶
(c) 董事未满18岁子女
(d) 符合说明信讬(第280(2)条界定雇员参股计划退休金计划外)受讬 ——
(i) 该项信讬受益包括(a)(b)(c)段提述
(ii) 该项信讬条款授予受讬项(a)(b)(c)段提述利益行权力
(e) (a)(b)(c)段提述合伙(d)段提述受讬合伙
281 Exception for loans to employees
(1) Subject to section 282 this Division does not prohibit the making by a company of loans to its eligible employees for the purpose of enabling them to acquire fully paid shares in the company or its holding company to be held by them by way of beneficial ownership
(2) In this section—
child (子女) includes a stepchild an illegitimate child and a child adopted in any manner recognized by the law of Hong Kong
eligible employees (合资格雇员) in relation to a company means persons employed in good faith by the company other than—
(a) a director of the company
(b) a director’s spouse
(c) a director’s child who is under 18 years of age
(d) a trustee of a trust (other than an employee share scheme as defined by section 280(2) or a pension scheme)—
(i) the beneficiaries of which include a person referred to in paragraph (a) (b) or (c) or
(ii) the terms of which confer a power on the trustees that may be exercised for the benefit of a person referred to in paragraph (a) (b) or (c) or
(e) a partner of a person referred to in paragraph (a) (b) or (c) or of a trustee referred to in paragraph (d)
282 市公司特限制
符合条件情况第279280281条适市公司 ——
(a) 该公司拥没提供关资助减少净资产
(b) 该等资产减少减少范围关资助分派利润中获提供
282 Special restriction for listed companies
Section 279 280 or 281 applies to a listed company only if—
(a) the company has net assets that are not reduced by the giving of the financial assistance or
(b) to the extent that those assets are reduced the assistance is provided by a payment out of distributable profits
第4次分部 —— 提供资助授权
Subdivision 4—Authorization for Giving Financial Assistance
283 资助超股东资金5
(1) 符合条件公司购入股份控权公司股份提供资助减少解该项购入招致债务提供资助 ——
(a) 董事提供该项资助前议决 ——
(i) 该公司应提供该项资助
(ii) 提供该项资助符合该公司佳利益
(iii) 提供该项资助条款条件该公司言属公合理
(b) 董事通该项决议日表决赞成该项决议董事提供该项资助作出符合第2分部偿付力陈述
(c) 该项资助加根条提供尚未偿资助总数超该公司已缴股储备(公司新审计财务报表披露者准)5
(d) 该项资助根(b)段作出偿付力陈述日期12月提供
(2) 董事根第(1)(a)款通决议须详列第(1)(a)(i)(ii)(iii)款提述事宜结理
(3) 第(1)(c)款中提述根条提供尚未偿资助包括担保保证形式提供资助款额提供该资助时公司然该担保保证负法律责
(4) 公司须根条提供资助15日名成员送交根第(1)(b)款作出偿付力陈述文载列资料通知 ——
(a) 提供该项资助关股份类数目
(b) 已须该等股份支付代价
(c) 获该项资助姓名名称获资助该等股份实益拥姓名名称
(d) 该项资助性质条款款额
(5) 公司违反第(4)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
283 Financial assistance not exceeding 5 of shareholders funds
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) the directors resolve before the assistance is given that—
(i) the company should give the assistance
(ii) giving the assistance is in the best interests of the company and
(iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the company
(b) on the same day that the directors pass the resolution the directors who vote in favour of it make a solvency statement that complies with Division 2 in relation to the giving of the assistance
(c) the aggregate amount of the assistance and any other financial assistance given under this section that has not been repaid does not exceed 5 of the paid up share capital and reserves of the company (as disclosed in the most recent audited financial statements of the company) and
(d) the assistance is given not more than 12 months after the day on which the solvency statement is made under paragraph (b)
(2) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to the matters referred to in subsection (1)(a)(i) (ii) and (iii)
(3) A reference in subsection (1)(c) to any other financial assistance given under this section that has not been repaid includes the amount of any financial assistance given in the form of a guarantee or security for which the company remains liable at the time the financial assistance in question is given
(4) Within 15 days after giving financial assistance under this section the company must send to each member of the company a copy of the solvency statement made under subsection (1)(b) and a notice containing the following information—
(a) the class and number of shares in respect of which the assistance was given
(b) the consideration paid or payable for those shares
(c) the name of the person receiving the assistance and if a different person the name of the beneficial owner of those shares
(d) the nature the terms and the amount of the assistance
(5) If the company contravenes subsection (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
284 公司成员批准资助
(1) 符合条件公司购入股份控权公司股份提供资助减少解该项购入招致债务提供资助 ——
(a) 董事提供该项资助前议决 ——
(i) 该公司应提供该项资助
(ii) 提供该项资助符合该公司佳利益
(iii) 提供该项资助条款条件该公司言属公合理
(b) 董事通该项决议日表决赞成该项决议董事提供该项资助作出符合第2分部偿付力陈述
(c) 提供该项资助前该公司成员藉书面决议批准提供该项资助
(d) 该项资助根(b)段作出偿付力陈述日期12月提供
(2) 董事根第(1)(a)款通决议须详列第(1)(a)(i)(ii)(iii)款提述事宜结理
284 Financial assistance with approval of all members
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) the directors resolve before the assistance is given that—
(i) the company should give the assistance
(ii) giving the assistance is in the best interests of the company and
(iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the company
(b) on the same day that the directors pass the resolution the directors who vote in favour of it make a solvency statement that complies with Division 2 in relation to the giving of the assistance
(c) the giving of the assistance is approved by written resolution of all members of the company before the assistance is given and
(d) the assistance is given not more than 12 months after the day on which the solvency statement is made under paragraph (b)
(2) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to the matters referred to in subsection (1)(a)(i) (ii) and (iii)
285 藉普通决议提供资助
(1) 符合条件公司购入股份控权公司股份提供资助减少解该项购入招致债务提供资助 ——
(a) 董事提供该项资助前议决 ——
(i) 该公司应提供该项资助
(ii) 提供该项资助符合该公司佳利益惠该公司没接受该项资助成员
(iii) 提供该项资助条款条件该公司该公司没接受该项资助成员言属公合理
(b) 董事通该项决议日表决赞成该项决议董事提供该项资助作出符合第2分部偿付力陈述
(c) 该公司名成员送交根(b)段作出偿付力陈述文载列资料通知 ——
(i) 该项资助性质条款会接受该项资助姓名名称
(ii) 该项资助会提供予代名该姓名名称
(iii) 董事决议全文
(iv) 名合常理成员理解该项资助性质该项资助公司公司成员影响属必进步资料解释
(d) 提供该项资助前已获公司决议批准提供该项资助
(e) 该项资助期间提供 ——
(i) 根(d)段通决议日期28日
(ii) 根(b)段作出偿付力陈述日期12月
(2) 述通知偿付力陈述文须建议第(1)(d)款指决议日期前少14日根第(1)(c)款送交名成员附关会建议通该决议会通知
(3) 第(1)(e)(i)款规定根条提供资助根第286条原讼法庭提出申请非原讼法庭命令否该申请获终局裁定前提供该项资助
(4) 董事根第(1)(a) 款通决议须详列第(1)(a)(i)(ii)(iii)款提述事宜结理
285 Financial assistance by ordinary resolution
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) the directors resolve before the assistance is given that—
(i) the company should give the assistance
(ii) giving the assistance is in the best interests of the company and is of benefit to those members of the company not receiving the assistance and
(iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the company and to those members not receiving the assistance
(b) on the same day that the directors pass the resolution the directors who vote in favour of it make a solvency statement that complies with Division 2 in relation to the giving of the assistance
(c) the company sends to each member of the company a copy of the solvency statement made under paragraph (b) and a notice containing the following information—
(i) the nature and terms of the assistance and the name of the person to whom it will be given
(ii) if it will be given to a nominee for another person the name of that other person
(iii) the text of the resolution of the directors
(iv) any further information and explanation that would be necessary for a reasonable member to understand the nature of the assistance and the implications of giving it for the company and the members
(d) the giving of the assistance is approved by resolution of the company before the assistance is given and
(e) the assistance is given—
(i) not less than 28 days after the day on which the resolution is passed under paragraph (d) and
(ii) not more than 12 months after the day on which the solvency statement is made under paragraph (b)
(2) The notice and copy of the solvency statement must be sent to each member under subsection (1)(c) at least 14 days before the day on which the resolution under subsection (1)(d) is proposed and may accompany notice of the meeting at which the resolution will be proposed
(3) Despite subsection (1)(e)(i) if an application is made to the Court under section 286 in relation to the giving of financial assistance under this section the financial assistance must not be given until the application is finally determined unless the Court orders otherwise
(4) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to the matters referred to in subsection (1)(a)(i) (ii) and (iii)
286 原讼法庭申请限制令
(1) 根第285(1)(d)条通提供资助决议日期28日 ——
(a) 关公司股份限公司占该公司股份持总表决权少5成员原讼法庭提出申请寻求项限制提供资助命令
(b) 关公司公司占该公司成员数少5成员原讼法庭提出申请寻求项限制提供资助命令
(2) 第(1)款规定意表决赞成关决议成员权提出述申请
(3) 权提出申请成员藉书面方式委中代表作出该项委成员提出申请
(4) 述申请基理提出 ——
(a) 提供该项资助非 ——
(i) 符合该公司佳利益非
(ii) 惠该公司没接受该项资助成员
(b) 提供该项资助条款条件 ——
(i) 该公司言
(ii) 该公司没接受该项资助成员言
非公合理
(5) 申请根条提出 ——
(a) 申请须快申请书送达关公司
(b) 该公司须申请书送达该公司日期7日处长发出关该项申请通知该通知须符合指明格式
(6) 公司违反第(5)(b) 款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
286 Application to Court for restraining order
(1) Within 28 days after the day on which a resolution for the giving of financial assistance is passed under section 285(1)(d) an application to the Court for an order restraining the giving of financial assistance may be made—
(a) if the company is limited by shares by members representing at least 5 of the total voting rights of holders of shares in the company or
(b) in any other case by members representing at least 5 of the members of the company
(2) Despite subsection (1) a member who consented to or voted in favour of the resolution is not entitled to apply
(3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed in writing by all of them
(4) An application under this section may be made only on the ground that—
(a) the giving of the assistance is neither—
(i) in the best interests of the company nor
(ii) of benefit to those members of the company not receiving the assistance or
(b) the terms and conditions under which the assistance is to be given are not fair and reasonable to—
(i) the company and
(ii) those members not receiving the assistance
(5) If an application is made under this section—
(a) the applicant must as soon as possible serve the application on the company and
(b) the company must give the Registrar notice in the specified form of the application within 7 days after the day on which the application is served on the company
(6) If the company contravenes subsection (5)(b) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
287 原讼法庭押申请权力
(1) 原讼法庭接获根第286 条提出申请法律程序押令原讼法庭满意安排作出保障持异议成员权益
(2) 原讼法庭作出认合宜指示命令利便作出执行述安排
287 Power of Court to adjourn application
(1) The Court may adjourn proceedings on an application under section 286 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members
(2) The Court may give any directions and make any orders it thinks expedient for facilitating or carrying into effect any such arrangement
288 原讼法庭确认限制提供关资助权力
(1) 原讼法庭接获根第286 条提出申请须作出确认限制提供关资助命令认合适条款条件作出该命令
(2) 原讼法庭确认提供资助藉命令更改延展 ——
(a) 董事根第285(1)(a)条通决议公司根第285(1)(d)条通决议指明日期期间
(b) 分部中适提供资助条文指明日期期间
(3) 原讼法庭认合适关命令 ——
(a) 公司回购成员股份公司股减少事作出规定
(b) 公司章程细作出述规定需作出更改
(c) 规定公司章程细作出更改指明更改
(4) 原讼法庭命令规定公司章程细作出更改指明更改公司权未获原讼法庭许作出该更改
(5) 原讼法庭根条具权力局限根第287条具权力
288 Power of Court to confirm or restrain giving of financial assistance
(1) On an application under section 286 the Court must make an order confirming or restraining the giving of financial assistance and may do so on any terms and conditions it thinks fit
(2) If the Court confirms the giving of financial assistance it may by order alter or extend any date or period of time specified—
(a) in the directors’ resolution under section 285(1)(a) or the resolution of the company under section 285(1)(d) or
(b) in any provision of this Division applying to the giving of financial assistance
(3) If the Court thinks fit the order may—
(a) provide for the company to buy back the shares of any of its members and for the reduction accordingly of the company’s share capital
(b) make any alteration to the company’s articles that may be required as a consequence
(c) require the company not to make any or any specified alteration to its articles
(4) If the order of the Court requires the company not to make any or any specified alteration to its articles the company does not have power to make any such alteration without leave of the Court
(5) The powers of the Court under this section do not limit its powers under section 287
289 公司原讼法庭命令文交付处长
(1) 公司须原讼法庭作出第288条指命令15 日原讼法庭命令较长限期该命令正式文交付处长登记
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
___________
289 Company to deliver copy of order of Court to Registrar
(1) Within 15 days after the making of an order by the Court under section 288 or within any longer period ordered by the Court the company must deliver an office copy of the order to the Registrar for registration
(2) If the company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
___________
第6部
Part 6
利润资产分派
(格式变更——2013年第1号编辑修订纪录)
Distribution of Profits and Assets
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
290 释义
(1) 部中 ——
已催缴股 (called up share capital)公司言指该公司股中相等已催缴股款总额(该等已催缴股款否已获缴付)部分连 ——
(a) 未催缴已缴付股
(b) 根章程细关股份配发条款关缴付该等股份股款安排须指明未日期缴付股
未催缴股 (uncalled share capital)须理解
分派储备 (undistributable reserves)公司言 ——
(a) 第(2)款规定外指该公司尚未透资化运累积未实现利润超出该公司尚未股减少股重组销累积未实现亏损款额
(b) 指条例(部外)该公司章程细禁止该公司分派储备
分派 (distribution)指种公司资产分派(否采现金形式)予成员行动包括 ——
(a) 发行全部部分缴付股款红股形式发行股份
(b) 第5部第4分部资(包括发行新股份收益)未实现利润中拨款赎回回购公司股份
(c) 藉终绝减低成员公司未缴股关股份承担法律责藉退已缴股减少股
(d) 公司清盘时资产分派予成员
(e) 公司根第283284285条成员提供资助
财务项目 (financial items)指项目 ——
(a) 利润亏损资产负债
(b) 准备金
(c) 股储备(包括分派储备)
净资产 (net assets)公司言指该公司资产总额减负债总额出款额
资化 (capitalization)公司利润言指项行动(时进行) ——
(a) 该利润作缴付该公司未发行股份全部部分股款该股份会全部部分缴付股款红股形式配发予该公司成员
(b) 该利润拨入股
资助 (financial assistance)具第274(1)条予该词涵义
(2) 第(1)款分派储备定义(a)段中提述资化包括1991 年9 月1 日日公司利润拨入资赎回储备
(3) 部中 ——
(a) 提述特定种类利润提述时间产生该种利润
(b) 提述特定种类亏损提述时间产生该种亏损
(4) 部言根第302条藉参某财务报表述明财务项目厘定分派款额该项厘定作出关分派该财务报表属参财务报表
290 Interpretation
(1) In this Part—
called up share capital (已催缴股) in relation to a company means so much of its share capital as equals the aggregate amount of the calls made on its shares (whether or not those calls have been paid) together with—
(a) any share capital paid up without being called and
(b) any share capital to be paid on a specified future date under the articles the terms of allotment of the relevant shares or any other arrangements for payment of those shares
and uncalled share capital (未催缴股) is to be read accordingly
capitalization (资化) in relation to a company’s profits means any of the following operations (whenever carried out)—
(a) applying the profits in wholly or partly paying up unissued shares in the company to be allotted to members of the company as fully or partly paid bonus shares
(b) transferring the profits to share capital
distribution (分派) means every description of distribution of a company’s assets to its members whether in cash or otherwise except distribution by way of—
(a) an issue of shares as fully or partly paid bonus shares
(b) a redemption or buyback of any shares in the company out of capital (including the proceeds of any fresh issue of shares) or out of unrealized profits in accordance with Division 4 of Part 5
(c) a reduction of share capital by extinguishing or reducing any member’s liability on any of the company’s shares in respect of share capital not paid up or by repaying paid up share capital
(d) a distribution of assets to the members on the company’s winding up or
(e) financial assistance given by the company to a member under section 283 284 or 285
financial assistance (资助) has the meaning given by section 274(1)
financial items (财务项目) means all of the following—
(a) profits losses assets and liabilities
(b) provisions
(c) share capital and reserves (including undistributable reserves)
net assets (净资产) in relation to a company means the aggregate of the company’s assets less the aggregate of its liabilities
undistributable reserves (分派储备) in relation to a company means—
(a) subject to subsection (2) the amount by which the company’s accumulated unrealized profits so far as not previously utilized by capitalization exceeds its accumulated unrealized losses so far as not previously written off in a reduction or reorganization of capital or
(b) any other reserve that the company is prohibited from distributing by an Ordinance (other than this Part) or by its articles
(2) In paragraph (a) of the definition of undistributable reserves in subsection (1) a reference to capitalization excludes a transfer of profits of the company to its capital redemption reserve on or after 1 September 1991
(3) In this Part—
(a) a reference to profits of any particular description is a reference to profits of that description made at any time and
(b) a reference to losses of any particular description is a reference to losses of that description made at any time
(4) For the purposes of this Part any financial statements are referential financial statements if the distribution in question is made pursuant to determinations made by reference to financial items as stated in the financial statements under section 302
291 已实现利润亏损
(1) 部中提述公司已实现利润已实现亏损提述该公司利润亏损中董事拟备财务报表时普遍接受关会计目厘定已实现利润已实现亏损原属该报表目视已实现利润已实现亏损者
(2) 根某特定条文(否条例中出现)某种类利润亏损视已实现者第(1)款影响该条文
(3) 公司董事作出切合理查究未断定1991年9月1日前产生某项利润亏损否属已实现利润已实现亏损部目该项利润视已实现利润该项亏损视未实现亏损
291 Realized profits and losses
(1) In this Part a reference to realized profits or realized losses of a company is a reference to those profits or losses of the company that are regarded as realized profits or realized losses for the purpose of any financial statements prepared by the directors in accordance with principles generally accepted at the time when the financial statements are prepared with respect to the determination for accounting purposes of realized profits or realized losses
(2) Subsection (1) does not affect any specific provision (whether in an Ordinance or otherwise) under which profits or losses of any description are regarded as realized
(3) If after making all reasonable enquiries a company’s directors are unable to determine whether or not a particular profit or loss made before 1 September 1991 is realized they may treat the profit as realized and the loss as unrealized for the purposes of this Part
292 某款额须视已实现利润亏损
(1) 部言属第(2)款指明款额准备金须视已实现亏损
(2) 述款额藉述事宜提供准备予销保留款额 ——
(a) 重估公司固定资产价值时出现固定资产减值
(b) 重估公司商誉外固定资产价值时出现固定资产减值
(3) 施行第(2)款情况董事某特定时刻某固定资产价值作出考虑须视重估该资产价值 ——
(a) 关公司市公司第(4)(a)(b)款指明条件获符合
(b) 关公司市公司 ——
(i) 关参财务报表第304条指明财务报表第(4)(a)(b)款指明条件获符合
(ii) 关参财务报表第305306条指明财务报表第(4)(a)款指明条件获符合
(4) 述条件 ——
(a) 董事信纳关时刻公司固定资产总值少关财务报表时述明该等资产总额
(b) 关参财务报表附注述明 ——
(i) 董事已该公司固定资产价值作出考虑实际重估该等资产价值
(ii) 董事信纳作出述考虑时该等资产总值少关财务报表时述明该等资产总额
(iii) 款关款额该公司固定资产价值须视已该时刻重估基础关参财务报表述明
(5) 部言 ——
(a) 重估固定资产价值时显示未实现利润产生
(b) 作出价值重估时笔款项该固定资产某段期间折旧销保留
该笔款项超出关该资产该段期间折旧预计款项款额须视该段期间产生已实现利润
(6) 第(5)款目断定公司某资产否利润亏损时 ——
(a) 该资产原成纪录
(b) 法承受合理支出合理延误情况取该资产原成纪录
该公司取该资产时备关该资产价值早纪录中记载该资产价值须视该资产成
(7) 第(5)款中 ——
预计款项 (projected sum)固定资产折旧言指假没重估该资产价值应会折旧销保留款项
(8) 条言公司资产拟该公司活动中持续原该公司活动目持续持须视固定资产
292 Certain amount to be regarded as realized profit or loss
(1) For the purposes of this Part a provision other than an amount specified in subsection (2) is to be regarded as a realized loss
(2) The amount is one written off or retained by way of providing for a diminution in value of a fixed asset appearing on a revaluation of—
(a) all of the company’s fixed assets or
(b) all of the company’s fixed assets other than goodwill
(3) For the purposes of subsection (2) any consideration by the directors of the value at a particular time of a fixed asset is to be regarded as a revaluation of the asset if—
(a) in the case of a listed company the conditions specified in subsection (4)(a) and (b) are satisfied or
(b) in the case of any other company—
(i) where the referential financial statements are the financial statements specified in section 304 the conditions specified in subsection (4)(a) and (b) are satisfied or
(ii) where the referential financial statements are the financial statements specified in section 305 or 306 the condition specified in subsection (4)(a) is satisfied
(4) The conditions are—
(a) that the directors are satisfied that the aggregate value at that time of the company’s fixed assets is not less than the aggregate amount at which they are for the time being stated in the financial statements and
(b) that it is stated in a note to the referential financial statements that—
(i) the directors have considered the value of the company’s fixed assets without actually revaluing them
(ii) the directors are satisfied that the aggregate value at the time of consideration of those assets is or was not less than the aggregate amount at which they are or were for the time being stated in the financial statements and
(iii) accordingly by virtue of this subsection amounts are stated in the referential financial statements on the basis that a revaluation of the company’s fixed assets is to be regarded as having taken place at that time
(5) For the purposes of this Part if—
(a) on the revaluation of a fixed asset an unrealized profit is shown to have been made and
(b) on or after the revaluation a sum is written off or retained for depreciation of the fixed asset over a period
the amount by which the sum exceeds the projected sum in relation to the depreciation of that asset over the period is to be regarded as a realized profit made over the period
(6) In determining whether a company has made a profit or loss on an asset for the purposes of subsection (5) the value given to the asset in the earliest available record of its value made on or after its acquisition by the company is to be regarded as the cost of the asset if—
(a) there is no record of the original cost of the asset or
(b) a record of the original cost of the asset cannot be obtained without unreasonable expense or delay
(7) In subsection (5)—
projected sum (预计款项) in relation to a depreciation of a fixed asset means a sum that would have been written off or retained for depreciation if the revaluation of the asset had not been made
(8) For the purposes of this section an asset of a company is to be regarded as a fixed asset if it is intended for use in the company’s activities or otherwise to be held for the purpose of the company’s activities on a continuing basis
293 关营长期业务保险公司某款额须视已实现利润亏损
(1) 条适属保险营长期业务公司
(2) 部言 ——
(a) 公司长期业务维持基金盈余中恰拨入该公司全面收益表款额须视已实现利润
(b) 该基金赤字须视已实现亏损
(3) 抵触第(2)款条文施行部公司长期业务产生利润亏损须予理会
(4) 条中 ——
(a) 提述公司维持基金盈余提述精算调查出代表该基金资产超出长期业务负债款额
(b) 提述该基金赤字提述精算调查出该负债超出该资产款额
(5) 条中 ——
长期业务 (long term business)具保险业条例(第41章)第2(1)条予该词涵义 (2015年第12号第166条修订)
保险 (insurer)具保险业条例( 第41章)第2(1)(2)条予该词涵义 (2015年第12号第166条修订)
精算调查 (actuarial investigation)指 ——
(a) 根保险业条例(第41章)第18条进行调查 (2015年第12号第166条修订)
(b) 项根该条例第32条施加规定进行调查
293 Certain amount relating to insurance company with long term business to be regarded as realized profit or loss
(1) This section applies to a company that is an insurer and carries on long term business
(2) For the purposes of this Part—
(a) an amount properly transferred to the statement of comprehensive income of the company from a surplus in the fund maintained by it in respect of the long term business is to be regarded as a realized profit and
(b) a deficit in that fund is to be regarded as a realized loss
(3) Subject to subsection (2) any profit or loss arising in the company’s long term business is to be disregarded for the purposes of this Part
(4) In this section—
(a) a reference to a surplus in a fund maintained by a company is a reference to an excess of the assets representing the fund over the company’s liabilities attributable to its long term business as shown by an actuarial investigation and
(b) a reference to a deficit in such a fund is a reference to an excess of those liabilities over those assets as shown by an actuarial investigation
(5) In this section—
actuarial investigation (精算调查) means an investigation—
(a) made under section 18 of the Insurance Ordinance (Cap 41) or (Amended 12 of 2015 s 166)
(b) made pursuant to a requirement imposed under section 32 of that Ordinance
insurer (保险) has the meaning given by section 2(1) and (2) of the Insurance Ordinance (Cap 41) (Amended 12 of 2015 s 166)
long term business (长期业务) has the meaning given by section 2(1) of the Insurance Ordinance (Cap 41) (Amended 12 of 2015 s 166)
294 实物形式分派︰某款额须视已实现利润
公司作出属包含非现金资产分派关参财务报表述明该资产款额中某部分代表未实现利润断定该项部作出分派(作出该项分派前断定)合法性目该部分款额须视已实现利润
294 Distribution in kind certain amount to be regarded as realized profit
If a company makes a distribution consisting of or including a noncash asset and any part of the amount at which the asset is stated in the referential financial statements represents an unrealized profit that part of that amount is to be regarded as a realized profit for the purpose of determining before or after the distribution the lawfulness of the distribution in accordance with this Part
295 部适范围
(1) 部部生效日期#日作出分派适第(2)款指明分派包括
(2) 述包括分派符合说明分派︰假部该项分派适话会根第302条厘定分派款额该项厘定藉参关部生效日期#前开始财政年度期间财务报表述明财务项目作出
_____________________
编辑附注：
# 生效日期：2014年3月3日
295 Application of Part
(1) This Part applies in relation to a distribution made on or after the commencement date# of this Part except a distribution specified in subsection (2)
(2) The excepted distribution is a distribution the amount of which would had this Part applied in relation to the distribution be determined under section 302 by reference to the financial items as stated in any financial statements for a financial year or period beginning before the commencement date# of this Part
_____________________
Editorial Note
# Commencement date 3 March 2014
296 保留分派限制
条例法律规公司章程细条文拨作分派款项作出分派情况加限制部影响该条例法律规条文
296 Saving for other restraints on distribution
This Part does not affect any Ordinance or rule of law or any provision of a company’s articles restricting the sums out of which or the cases in which a distribution may be made
第2分部 —— 禁止限制
Division 2—Prohibitions and Restrictions
297 禁止某分派
(1) 公司供分派利润中拨款作出分派
(2) 条言公司供分派利润公司尚未透分派资化运累积已实现利润减尚未股减少股重组销累积已实现亏损款额
297 Prohibition on certain distributions
(1) A company may only make a distribution out of profits available for distribution
(2) For the purposes of this section a company’s profits available for distribution are its accumulated realized profits so far as not previously utilized by distribution or capitalization less its accumulated realized losses so far as not previously written off in a reduction or reorganization of capital
298 市公司作出某分派
(1) 市公司述条件均获符合情况作出分派 ——
(a) 净资产款额少已催缴股分派储备总额
(b) 作出该项分派会该等资产款额减少该总额该项分派限
(2) 市公司根条厘定净资产款额目未催缴股作资产计入
298 Listed company may only make certain distributions
(1) A listed company may only make a distribution—
(a) if the amount of its net assets is not less than the aggregate of its called up share capital and undistributable reserves and
(b) if and to the extent that the distribution does not reduce the amount of those assets to an amount less than that aggregate
(2) A listed company must not include any uncalled share capital as an asset for the purpose of determining the amount of its net assets under this section
299 运未实现利润限制
公司未实现利润运支付债权证款项运支付已发行股份未付款额
299 Restriction on application of unrealized profits
A company must not apply an unrealized profit in paying up debentures or in paying up any amount unpaid on its issued shares
300 财政司司长投资公司变通豁免条文
(1) 财政司司长应投资公司申请 ——
(a) 该公司第297298299条订禁止限制予变通
(b) 豁免该公司须受述禁止限制规限
(2) 财政司司长根第(1)款作出变通批予豁免时规定该变通豁免须受认合适条款条件规限
(3) 条中 ——
投资公司 (investment company)指符合说明市公司：业务资金投资证券土资产目 ——
(a) 分散投资风险
(b) 理该等资产成果利益予成员
300 Financial Secretary may modify or exempt provisions in relation to investment company
(1) On application by an investment company the Financial Secretary may—
(a) modify in relation to the company any of the prohibitions or restrictions in section 297 298 or 299 or
(b) exempt the company from any of such prohibitions or restrictions
(2) The Financial Secretary may make a modification or exemption under subsection (1) subject to any terms and conditions that the Financial Secretary thinks fit
(3) In this section—
investment company (投资公司) means a listed company whose principal business consists of investing its funds in securities land or other assets with the aim of—
(a) spreading investment risk and
(b) giving its members the benefit of the results of the management of the assets
301 合法分派果
(1) 情况条适 ——
(a) 公司违反 ——
(i) 第297298299条
(ii) 第300条变通述条文订禁止限制
情况该公司中名成员作出分派部分分派
(b) 该项分派作出时该成员知道合理理相信该项分派该部分分派(视属情况定)违反述条文变通禁止限制情况作出
(2) 关分派现金形式作出关成员法律责公司付该项分派该部分分派(视属情况定)派出款项
(3) 关分派现金外形式作出关成员法律责公司支付笔款项款额须相等该项分派该部分分派(视属情况定)派出资产分派时价值
(4) 条影响情况施加公司成员求该成员该公司付合法分派予该成员资产法律责
(5) 条事宜适 ——
(a) 公司赎回回购身股份作出付款
(b) 公司违反第275条情况提供资助
301 Consequences of unlawful distribution
(1) This section applies if—
(a) a company makes a distribution or part of a distribution to one of its members in contravention of—
(i) section 297 298 or 299 or
(ii) a prohibition or restriction in that section as modified under section 300 and
(b) at the time of the distribution the member knows or has reasonable grounds for believing that the distribution or that part of the distribution (as the case may be) is made in contravention of that section or modified prohibition or restriction
(2) If the distribution is made in cash the member is liable to repay the distribution or that part of the distribution (as the case may be) to the company
(3) If the distribution is made otherwise than in cash the member is liable to pay to the company a sum equal to the value of the distribution or that part of the distribution (as the case may be) at the time of the distribution
(4) This section does not affect any obligation otherwise imposed on a member of a company to repay a distribution unlawfully made to the member
(5) This section does not apply in relation to—
(a) any payment made by a company in respect of the redemption or buyback by the company of shares in itself or
(b) any financial assistance given by a company in contravention of section 275
第3分部 —— 第2 分部补充条文
Division 3—Provisions Supplementary to Division 2
302 藉参公司财务报表提供分派
违反第297298299条第300条变通述条文订禁止限制情况分派款额须藉参第4分部指明财务报表述明财务项目厘定
302 Justification of distribution by reference to financial statements
The amount of a distribution that may be made without contravening section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300 is to be determined by reference to the financial items as stated in the financial statements specified in Division 4
303 相继分派
(1) 情况条适 ——
(a) 公司建议藉参某财务报表述明财务项目作出厘定作出分派
(b) 公司 ——
(i) 藉参该财务报表述明财务项目作出厘定作出次次分派
(ii) 拟备该财务报表某予第(3) 款指明资助作出第(4) 款指明付款
(2) 厘定建议违反第297298 299 条第300 条变通述条文订禁止限制情况分派款额目第302 条适犹建议分派款额分派资助付款款额加幅增加样
(3) 关资助 ——
(a) 公司分派利润中拨款提供资助
(b) 符合说明资助 ——
(i) 公司违反第5 部第5 分部情况提供
(ii) 提供该资助会减少公司净资产增加公司净负债
(4) 关付款 ——
(a) 公司回购身股份作出付款(分派利润拨款作出合法付款外)
(b) 公司作出属第257(5)条指明种类付款(分派利润拨款作出合法付款外)
(5) 条中 ——
负债 (liabilities)具第274(1)条予该词涵义
净负债 (net liabilities)提供资助公司言指公司负债总额超出公司资产总额数(紧接提供资助前公司会计纪录述明资产额负债额计算)
净资产 (net assets)提供资助公司言指公司资产总额超出公司负债总额数(紧接提供资助前公司会计纪录述明资产额负债额计算)
303 Successive distributions
(1) This section applies if—
(a) a company proposes to make a distribution pursuant to determinations made by reference to financial items as stated in any financial statements and
(b) the company—
(i) has made one or more prior distributions pursuant to determinations made by reference to financial items as stated in the financial statements or
(ii) since the financial statements were prepared has given financial assistance specified in subsection (3) or has made a payment specified in subsection (4)
(2) Section 302 applies for the purpose of determining the amount of the proposed distribution that may be made without contravening section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300 as if the amount of the proposed distribution were increased by the amount of the prior distributions financial assistance and other payments
(3) The financial assistance is—
(a) financial assistance that is given by the company out of its distributable profits or
(b) financial assistance—
(i) that is given by the company in contravention of Division 5 of Part 5 and
(ii) the giving of which reduces the company’s net assets or increases its net liabilities
(4) The payment is—
(a) a payment made by the company in respect of the buyback by the company of shares in itself (except a payment lawfully made otherwise than out of distributable profits) or
(b) a payment made by the company of any description specified in section 257(5) (except a payment lawfully made otherwise than out of distributable profits)
(5) In this section—
liabilities (负债) has the meaning given by section 274(1)
net assets (净资产) in relation to a company that gives any financial assistance means the amount by which the aggregate of the company’s assets exceeds the aggregate of its liabilities (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given)
net liabilities (净负债) in relation to a company that gives any financial assistance means the amount by which the aggregate of the company’s liabilities exceeds the aggregate of its assets (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given)
第4分部 —— 指明财务报表
Division 4—Specified Financial Statements
304 第302条目指明周年财务报表
(1) 第305306条规定外第302条目指明财务报表符合第(2)(3)(4)(5)(6)款董事财政年度拟备财务报表
(2) 述财务报表须属 ——
(a) 已根第429(1)条成员会提交公司省览者
(b) 已根第430(3)条送交名成员者
(3) 述财务报表须 ——
(a) 第9部第4分部第3次分部妥拟备
(b) 第9部第4分部第3次分部妥拟备第(8)款指明目属关重事宜外
(4) 公司核数师须已根第405条拟备关财务报表报告
(5) 核数师没关核数师报告予保留意见指出财务报表遵条例妥拟备该核数师须已作出书面陈述述明该核数师认该报告保留事宜第(8)款指明目言否事关重
(6) 第(5)款指书面陈述 ——
(a) 作出报告时间作出
(b) 须成员会提交公司省览送交根第430(3)条获送交核数师报告名成员
(7) 第(5)款指书面陈述该陈述关已建议分派目言属足够该书面陈述关特定种类分派该种类分派包含某项分派言作出该陈述时尚未建议该项分派该陈述属足够
(8) 第(3)(5)款指明目藉参关财务报表述明财务项目断定关分派否违反第297298299条第300条变通述条文订禁止限制目
304 Last annual financial statements specified for purposes of section 302
(1) Subject to sections 305 and 306 the financial statements specified for the purposes of section 302 are the financial statements prepared by the directors for the previous financial year in relation to which subsections (2) (3) (4) (5) and (6) are complied with
(2) The financial statements must—
(a) have been laid before the company in general meeting under section 429(1) or
(b) have been sent to every member under section 430(3)
(3) The financial statements must—
(a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 or
(b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 except only in relation to the matters that are not material for the purpose specified in subsection (8)
(4) The company’s auditor must have prepared a report on the financial statements under section 405
(5) If in the auditor’s report the auditor has not given an unqualified opinion to the effect that the financial statements have been properly prepared in compliance with this Ordinance the auditor must have given a written statement as to whether in the auditor’s opinion the matter in respect of which the report is qualified is material for the purpose specified in subsection (8)
(6) A written statement under subsection (5)—
(a) may be made at the time of the report or subsequently and
(b) must be laid before the company in general meeting or sent to every member to whom the auditor’s report is sent under section 430(3)
(7) A written statement under subsection (5) is sufficient for the purpose of a distribution to which it relates and that has been proposed If such a written statement relates to distributions of any particular description the statement is also sufficient for the purpose of a distribution included in those distributions even though the distribution has not been proposed at the time of the statement
(8) The purpose specified for subsections (3) and (5) is the purpose of determining by reference to the financial items as stated in the financial statements whether the distribution would be made in contravention of section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300
305 第302条目指明时财务报表
(1) 条情况适：假予分派款额藉参第304条指明财务报表述明财务项目断定该项分派便会违反第297298 299条第300条变通述条文订禁止限制
(2) 第302条目指明财务报表符合说明公司财务报表 ——
(a) 属市公司 ——
(i) 够财务项目款额作出合理判断属必需
(ii) 第(3)(5)(6)款该财务报表获符合
(b) 属公司够财务项目款额作出合理判断属必需
(3) 第(4)款规限关财务报表须 ——
(a) 第9部第4分部第3次分部妥拟备
(b) 第9部第4分部第3次分部妥拟备藉参该财务报表述明财务项目断定关分派否违反第297298299条第300条变通述条文订禁止限制目属关重事宜外
(4) 第(3)款指财务报表须第9部第4分部第3次分部妥拟备规定应财政年度拟备财务报表时须应该财务报表财政年度拟备事实作出必需变通
(5) 属关财务报表组成部分财务状况表 ——
(a) 须董事批准
(b) 须2名董事代表该等董事签署
(c) 须述明代表该等董事签署该财务状况表董事姓名
(6) 财务报表文须已处长交付登记
305 Interim financial statements specified for purposes of section 302
(1) This section applies where the distribution would be made in contravention of section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300 if the amount of distribution that may be made were determined by reference to the financial items as stated in the financial statements specified in section 304
(2) The financial statements specified for the purposes of section 302 are the company’s financial statements—
(a) in the case of a listed company—
(i) that is necessary to enable a reasonable judgement to be made as to the amounts of the financial items and
(ii) in relation to which subsections (3) (5) and (6) are complied with or
(b) in the case of any other company that is necessary to enable a reasonable judgement to be made as to the amounts of the financial items
(3) Subject to subsection (4) the financial statements must—
(a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 or
(b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 except only in relation to the matters that are not material for the purpose of determining by reference to the financial items as stated in the financial statements whether the distribution would be made in contravention of section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300
(4) The requirement under subsection (3) for any financial statements to be properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 has effect subject to any modification that is necessary for applying that requirement to the financial statements prepared otherwise than for a financial year
(5) A statement of financial position that forms part of the financial statements—
(a) must be approved by the directors
(b) must be signed by 2 directors on the directors’ behalf and
(c) must state the name of the directors who signed the statement on the directors’ behalf
(6) A copy of the financial statements must have been delivered to the Registrar for registration
306 第302 条目指明初步财务报表
(1) 关分派拟财务报表根第429(1)条成员会提交公司省览前根第430(3)条送交名成员前宣布第302条目指明财务报表符合说明公司财务报表 ——
(a) 属市公司 ——
(i) 够财务项目款额作出合理判断属必需
(ii) 第(2)(4)(5)(6)(7)款该财务报表获符合
(b) 属公司够财务项目款额作出合理判断属必需
(2) 第(3)款规限关财务报表须 ——
(a) 第9部第4分部第3次分部妥拟备
(b) 第9部第4分部第3次分部妥拟备第(8)款指明目言属关重事宜外
(3) 第(2)款指财务报表须第9部第4分部第3次分部妥拟备规定应财政年度拟备财务报表时须应该财务报表财政年度拟备事实作出必需变通
(4) 属关财务报表组成部分财务状况表 ——
(a) 须董事批准
(b) 须2名董事代表该等董事签署
(c) 须述明代表该等董事签署该财务状况表董事姓名
(5) 公司核数师须已拟备关财务报表报告述明该核数师认该财务报表否符合第(2)(a)款
(6) 核数师没关核数师报告予保留意见指出财务报表符合第(2)(a)款该核数师须已作出书面陈述述明该核数师认该报告保留事宜第(8)款指明目言否事关重
(7) 财务报表文财务报表核数师报告文第(6)款指书面陈述文须已处长交付登记
(8) 第(2)(6)款指明目藉参关财务报表述明财务项目断定关分派否违反第297298299条第300条变通述条文订禁止限制目
___________
306 Initial financial statements specified for purposes of section 302
(1) If the distribution is proposed to be declared before any financial statements are laid before the company in general meeting under section 429(1) or sent to every member under section 430(3) the financial statements specified for the purposes of section 302 are the company’s financial statements—
(a) in the case of a listed company—
(i) that are necessary to enable a reasonable judgement to be made as to the amounts of the financial items and
(ii) in relation to which subsections (2) (4) (5) (6) and (7) are complied with or
(b) in the case of any other company that are necessary to enable a reasonable judgement to be made as to the amounts of the financial items
(2) Subject to subsection (3) the financial statements must—
(a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 or
(b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 except only in relation to the matters that are not material for the purpose specified in subsection (8)
(3) The requirement under subsection (2) for any financial statements to be properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 has effect subject to any modification that is necessary for applying that requirement to any financial statements prepared otherwise than for a financial year
(4) A statement of financial position that forms part of the financial statements—
(a) must be approved by the directors
(b) must be signed by 2 directors on the directors’ behalf and
(c) must state the name of the directors who signed the statement on the directors’ behalf
(5) The company’s auditor must have prepared a report on the financial statements stating whether in the auditor’s opinion the financial statements satisfy subsection (2)(a)
(6) If in the auditor’s report the auditor has not given an unqualified opinion to the effect that the financial statements satisfy subsection (2)(a) the auditor must have given a written statement as to whether in the auditor’s opinion the matter in respect of which the report is qualified is material for the purpose specified in subsection (8)
(7) A copy of the financial statements of the auditor’s report of the financial statements and of any written statement under subsection (6) must have been delivered to the Registrar for registration
(8) The purpose specified for subsections (2) and (6) is the purpose of determining by reference to the financial items as stated in the financial statements whether the distribution would be made in contravention of section 297 298 or 299 or a prohibition or restriction in that section as modified under section 300
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第7部
Part 7
债权证
(格式变更——2013年第1号编辑修订纪录)
Debentures
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
307 释义
部中 ——
登记支册 (branch register)指根第312条备存登记支册
债权证 (debenture)公司言 ——
(a) 包括该公司债券债务证券(该等债券债务证券否构成该公司资产押记)
(b) 第308311(2)(a)312331(1)(a)条第34分部外包括债权股证
债权证持登记册 (register of debenture holders)指根第308条备存登记册
307 Interpretation
In this Part—
branch register (登记支册) means a branch register kept under section 312
debenture (债权证) in relation to a company—
(a) includes bonds and any other debt securities of the company whether or not constituting a charge on the assets of the company and
(b) except in sections 308 311(2)(a) 312 and 331(1)(a) and Divisions 3 and 4 includes debenture stock
register of debenture holders (债权证持登记册) means a register kept under section 308
第2分部 —— 债权证持登记册
Division 2—Register of Debenture Holders
308 债权证持登记册
(1) 公司发行系列藉交付转债权证藉交付转债权股证该公司须备存份该等债权证持该等债权股证持登记册该登记册须中文英文备存
(2) 公司须详情记入债权证持登记册 ——
(a) 名债权证债权股证持姓名名称址
(b) 名持持债权证债权股证款额
(c) 作债权证债权股证持记入该登记册日期
(d) 债权证债权股证持日期
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
308 Register of debenture holders
(1) If a company issues a series of debentures or any debenture stock that are not transferable by delivery the company must keep in the English or Chinese language a register of the holders of the debentures or debenture stock
(2) A company must enter in the register of debenture holders—
(a) the name and address of each holder of debentures or debenture stock
(b) the amount of debentures or debenture stock held by each holder
(c) the date on which each person is entered in the register as a holder of debentures or debenture stock and
(d) the date on which any person ceases to be a holder of debentures or debenture stock
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
309 须处备存登记册
(1) 公司须债权证持登记册备存 ——
(a) 该公司注册办事处
(b) 根第657条订立规例订明方
(2) 公司须关债权证持登记册备存方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(3) 债权证持登记册备存方更改( 公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(4) 第(2)款规定公司情况债权证持登记册备存方通知处长 ——
(a) 分部生效日期#日开始存登记册言该登记册时刻备存该公司注册办事处
(b) ——
(i) 紧接该生效日期#前该公司前身条例第74A条施行备存某登记册
(ii) 该生效日期#日该登记册第308(1)条施行备存紧接该生效日期#前备存该登记册方作债权证持登记册
(5) 公司违反第(1)(2)(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
309 Place where register must be kept
(1) A company must keep its register of debenture holders at—
(a) the company’s registered office or
(b) a place prescribed by regulations made under section 657
(2) A company must notify the Registrar of the place at which the register of debenture holders is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of debenture holders is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change
(4) Subsection (2) does not require a company to notify the Registrar of the place at which the register of debenture holders is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this Division it has at all times been kept at the company’s registered office or
(b) if—
(i) immediately before that commencement date# the company kept a register for the purposes of section 74A of the predecessor Ordinance and
(ii) on and after that commencement date# that register is kept as a register of debenture holders for the purposes of section 308(1) at the place at which it was kept immediately before that commencement date#
(5) If a company contravenes subsection (1) (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
310 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司债权证持登记册
(2) 关登记册登记关公司债权证持订明方式提出求权根第657条订立规例免费查阅该登记册
(3) 订明方式提出求缴付订明费均权根第657条订立规例查阅关登记册
(4) 提出求缴付订明费均权根第657条订立规例获提供某公司债权证持登记册(部分)文
(5) 公司债权证持公司债权证持受讬提出求缴付订明费均权根第657条订立规例获提供保证该等债权证发行信讬契文件文
(6) 条中 ——
订明 (prescribed)指根第657条订立规例订明
310 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect the register of debenture holders of the company in accordance with regulations made under section 657
(2) A person who is registered in the register as a debenture holder of the company is entitled on request made in the prescribed manner and without charge to inspect the register in accordance with regulations made under section 657
(3) Any other person is entitled on request made in the prescribed manner and on payment of a prescribed fee to inspect the register in accordance with regulations made under section 657
(4) A person is entitled on request and on payment of a prescribed fee to be provided with a copy of the register of debenture holders of a company or any part of it in accordance with regulations made under section 657
(5) A debenture holder of a company or the trustee for all debenture holders of a company is entitled on request and on payment of a prescribed fee to be provided with a copy of any trust deed or any other document securing the issue of the debentures in accordance with regulations made under section 657
(6) In this section—
prescribed (订明) means prescribed by regulations made under section 657
311 闭封债权证持登记册权力
(1) 公司第(2)款发出通知债权证持登记册该登记册部分闭封段段期间年中闭封期合计超30日
(2) 第(1)款指通知 ——
(a) 第308(1)条述债权证债权股证认证券市场市公司发出 ——
(i) 须适该证券市场市规发出
(ii) 须藉份香港广泛流通报章广告发出
(b) 公司发出须藉份香港广泛流通报章广告发出
(3) 年言第(1)款述30日期间藉方法延长：该年关目召开会议亲出席代表出席(准许代表出席会议)债权证持中占该等债权证价值数者通决议保证该等债权证发行信讬契文件
(4) 第(1)款述30日期间年度延长段超30日额外期间段合计超30日额外期间
(5) 寻求查阅根条闭封登记册登记册部分该提出求关公司须应关求提供该公司公司秘书签署证明书述明该登记册该登记册部分闭封期间述明谁授权闭封
(6) 公司违反第(5)款该公司名责均属犯罪处第3级罚款
311 Power to close register of debenture holders
(1) A company may on giving notice in accordance with subsection (2) close its register of debenture holders or any part of it for any period or periods not exceeding in the whole 30 days in each year
(2) A notice for the purposes of subsection (1)—
(a) in the case of a company having any of the debentures or debenture stock mentioned in section 308(1) listed on a recognized stock market must be given—
(i) in accordance with the listing rules applicable to the stock market or
(ii) by advertisement in a newspaper circulating generally in Hong Kong and
(b) in the case of any other company must be given by advertisement in a newspaper circulating generally in Hong Kong
(3) The period of 30 days mentioned in subsection (1) may be extended in respect of any year by a resolution passed in that year by a majority in value of the debenture holders present in person or if proxies are permitted by proxy at a meeting summoned for the purpose or otherwise in accordance with the trust deed or any other document securing the issue of the debentures
(4) The period of 30 days mentioned in subsection (1) must not be extended for a further period or periods exceeding 30 days in the whole in any year
(5) A company must on demand provide any person seeking to inspect a register or part of a register that is closed under this section with a certificate signed by the company secretary of the company stating the period for which and by whose authority it is closed
(6) If a company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
312 债权证持登记支册
(1) 公司香港外方发行系列藉交付转债权证该等债权股证该公司章程细批准备存居债权证持债权股证持登记支册安排备存该登记支册
(2) 开始备存登记支册公司须行事15日符合指明格式通知交付处长登记该通知须述明备存该登记支册址
(3) 备存登记支册公司须备存该登记支册址更改15日更改该址事符合指明格式通知交付处长登记
(4) 公司违反第(2)(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
312 Branch register of debenture holders
(1) If a company issues in a place outside Hong Kong a series of debentures or any debenture stock that are not transferable by delivery the company may if it is authorized to do so by its articles cause to be kept there a branch register of the holders of the debentures or debenture stock who are resident there
(2) A company that begins to keep a branch register must deliver to the Registrar for registration a notice in the specified form within 15 days after doing so stating the address where the branch register is kept
(3) A company that keeps a branch register must deliver to the Registrar for registration a notice in the specified form of any change in the address where the branch register is kept within 15 days after the change
(4) If a company contravenes subsection (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
313 备存登记支册
(1) 登记支册备存方式须等条例规定备存关公司债权证持登记册(登记册)方式
(2) 某方备存登记支册公司根第311条闭封关登记册样方式闭封该登记支册该条述广告须该方广泛流通报章刊登
(3) 备存登记支册公司 ——
(a) 须安排备存该公司登记册方备存该登记支册复
(b) 须该登记支册作出记项15日 ——
(i) 该记项文传转注册办事处
(ii) 更新该登记支册复
(4) 条例目言登记支册复须视登记册部分
(5) 条例条文规限公司藉章程细备存登记支册事宜订立认合适条文
(6) 公司违反第(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
313 Keeping of branch register
(1) A branch register must be kept in the same manner in which the company’s register of debenture holders (the principal register) is by this Ordinance required to be kept
(2) A company that keeps a branch register may close it in the same manner in which the principal register may be closed under section 311 except that the advertisement mentioned in that section must be inserted in a newspaper circulating generally in the place in which the branch register is kept
(3) A company that keeps a branch register—
(a) must cause a duplicate of it to be kept at the place at which the company’s principal register is kept and
(b) must within 15 days after an entry is made in the branch register—
(i) transmit a copy of the entry to its registered office and
(ii) update the duplicate of the branch register
(4) A duplicate of a branch register is to be regarded for all the purposes of this Ordinance as part of the principal register
(5) Subject to the provisions of this Ordinance a company may by its articles make any provision that it thinks fit respecting the keeping of branch registers
(6) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
314 登记支册登记债权证交易
(1) 某公司登记支册登记债权证须该公司债权证持登记册登记债权证区分
(2) 关某登记支册登记债权证交易该项登记持续效期间登记册登记
314 Transactions in debentures registered in branch register
(1) The debentures registered in a branch register of a company must be distinguished from those registered in the company’s register of debenture holders
(2) No transaction with respect to any debentures registered in a branch register may during the continuance of that registration be registered in any other register
315 中止登记支册
(1) 公司中止登记支册
(2) 某公司中止登记支册该登记支册记项均须转移 ——
(a) 该公司香港外方备存登记支册
(b) 该公司债权证持登记册
(3) 某公司中止登记支册该公司须行事15日符合指明格式通知交付处长登记告知处长事项 ——
(a) 中止该登记支册
(b) 关记项转移登记册
(4) 公司违反第(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
315 Discontinuance of branch register
(1) A company may discontinue a branch register
(2) If a company discontinues a branch register all the entries in that register must be transferred to—
(a) some other branch register kept in the same place outside Hong Kong by the company or
(b) the company’s register of debenture holders
(3) If a company discontinues a branch register it must within 15 days after the discontinuance deliver to the Registrar for registration a notice in the specified form informing the Registrar of—
(a) the discontinuance and
(b) the register to which the entries have been transferred
(4) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
第3分部 —— 债权证债权股证配发
Division 3—Allotment of Debentures or Debenture Stock
316 配发申报书
(1) 公司须债权证债权股证配发月符合第(2)款配发申报书交付处长登记
(2) 申报书 ——
(a) 须符合指明格式
(b) 须述明 ——
(i) 配发债权证债权股证款额
(ii) 名获配发者姓名名称址
(iii) 该等债权证债权股证配发日期
(iv) 该等债权证债权股证赎回日期
(2A) 关债权证债权股证藉交付转第(2)(b)(ii)款适 (2018年第35号第28条增补)
(3) 公司违反第(1)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(4) 公司没债权证债权股证配发月交付符合第(2)款申报书原讼法庭应该公司责申请交付该申报书限期延长段原讼法庭决定期间
(5) 原讼法庭须信纳事项方根第(4)款延长限期 ——
(a) 关公司没交付申报书属意外心失
(b) 延长限期公正公
(6) 原讼法庭延长交付申报书限期关公司责已第(3)款指罪行招致法律责告终绝第(1)款犹提述月提述该延长限期情况具效力
316 Return of allotment
(1) Within one month after an allotment of debentures or debenture stock a company must deliver to the Registrar for registration a return of the allotment that complies with subsection (2)
(2) A return—
(a) must be in the specified form and
(b) must state—
(i) the amount of debentures or debenture stock allotted
(ii) the name and address of each allottee
(iii) the date of allotment of debentures or debenture stock and
(iv) the date of redemption of debentures or debenture stock
(2A) Subsection (2)(b)(ii) does not apply if the debentures or debenture stock are transferable by delivery (Added 35 of 2018 s 28)
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(4) If a company fails to deliver a return that complies with subsection (2) within one month after an allotment of debentures or debenture stock the Court may on application by the company or a responsible person of the company extend the period for delivery of the return by a period determined by the Court
(5) The Court may extend a period under subsection (4) only if it is satisfied—
(a) that failure to deliver the return was accidental or due to inadvertence or
(b) that it is just and equitable to extend the period
(6) If the Court extends the period for delivery of a return any liability already incurred by the company or a responsible person of the company for an offence under subsection (3) is extinguished and subsection (1) has effect as if the reference to one month were a reference to the extended period
317 配发登记
(1) 公司须切实行范围快登记债权证债权股证配发须配发日期2月作出登记登记方式债权证持登记册记入第308(2)条述资料
(2) 公司没债权证债权股证配发日期2月登记该项配发该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
317 Registration of allotment
(1) A company must register an allotment of debentures or debenture stock as soon as practicable and in any event within 2 months after the date of the allotment by entering in its register of debenture holders the information mentioned in section 308(2)
(2) If a company fails to register an allotment of debentures or debenture stock within 2 months after the date of the allotment the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
318 配发发出债权证债权股证证明书
(1) 公司须债权证债权股证配发2月 ——
(a) (属债权证配发)制成该等债权证备妥该等债权证供交付
(b) (属债权股证配发)制成该等债权股证证明书备妥该等证明书供交付
(2) 债权证债权股证配发条件规定第(1)款适
(3) 公司违反第(1)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
318 Issue of debenture or certificate for debenture stock on allotment
(1) Within 2 months after an allotment of debentures or debenture stock a company must—
(a) in the case of an allotment of debentures complete the debentures and have them ready for delivery or
(b) in the case of an allotment of debenture stock complete the certificates for the debenture stock and have them ready for delivery
(2) Subsection (1) does not apply if the conditions of allotment of the debentures or debenture stock provide otherwise
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
319 关交付债权证债权股证证明书原讼法庭命令
(1) 公司债权证债权股证配发违反第318条权获该等债权证该等债权股证证明书该公司送达通知求该公司10日该等债权证证明书交付该
(2) 第(1)款指通知某日送达公司该公司没该日10日交付关债权证证明书关士原讼法庭申请第(3)款指命令
(3) 原讼法庭应第(2)款指申请作出项命令指示关公司高级员该命令指明限期关债权证证明书交付关士
(4) 述命令规定关申请讼费附带费均须关公司关违反行负责该公司高级员承担
319 Court order for delivery of debenture or certificate for debenture stock
(1) If a company contravenes section 318 in relation to an allotment of debentures or debenture stock a person entitled to the debentures or certificates for the debenture stock may serve a notice on the company requiring it to deliver the debentures or certificates to the person within 10 days
(2) If a company on which a notice has been served under subsection (1) does not deliver the debentures or certificates within 10 days after service of the notice the person may apply to the Court for an order under subsection (3)
(3) On an application under subsection (2) the Court may make an order directing the company and any officer of the company to deliver the debentures or certificates to the person within the period specified in the order
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention
第4分部 —— 债权证债权股证转
Division 4—Transfer of Debentures or Debenture Stock
320 关转文书规定
(1) 非份妥善转文书已交付公司否该公司登记该公司债权证债权股证转
(2) 项获债权证债权股证权利已藉法律施行传转予某公司该登记债权证持权力受第(1)款影响
320 Requirement for instrument of transfer
(1) A company must not register a transfer of debentures or debenture stock of the company unless a proper instrument of transfer has been delivered to the company
(2) Subsection (1) does not affect any power of a company to register as a debenture holder a person to whom the right to debentures or debenture stock has been transmitted by operation of law
321 登记转拒绝登记
(1) 公司债权证债权股证受出均该公司提交关转书
(2) 关转书提交2 月关公司须 ——
(a) 登记关转
(b) 拒绝登记关转通知送交关受出
(3) 公司违反第(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
321 Registration of transfer or refusal of registration
(1) The transferee or transferor of debentures or debenture stock of a company may lodge the transfer with the company
(2) Within 2 months after the transfer is lodged the company must either—
(a) register the transfer or
(b) send the transferee and the transferor notice of refusal to register the transfer
(3) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
322 转证明
(1) 公司债权证债权股证转文书作出证明 ——
(a) 该公司基信赖该证明行事作出项陈述容该公司已获出示文件该等文件证明该等债权证债权股证权属该转文书列名出
(b) 非项容该出该等债权证债权股证具权陈述
(2) 某基某公司疏忽作出虚假证明信赖行事该公司该法律责犹该项证明欺诈作出该公司便须负法律责样
(3) 条言转文书载 ——
(a) certificate lodged字样具相意思英文中文文字
(b) 具实际表面权限代表公司证明转该等文字方旁边作出签署简签
该转文书属该公司证明
(4) 非相反证明成立否 ——
(a) 第(3)(b)款述转文书载签署简签某签署简签该签署简签须视该签署简签
(b) 该签署简签须视该加该转文书具实际表面权限代表关公司证明转该签署简签加该转文书
322 Certification of transfer
(1) The certification by a company of an instrument of transfer of any debentures or debenture stock of the company—
(a) is a representation by the company to any person acting on the faith of the certification that documents have been produced to the company that evidence title to the debentures or debenture stock in the transferor named in the instrument and
(b) is not a representation that the transferor has any title to the debentures or debenture stock
(2) If a person acts on the faith of a false certification by a company made negligently the company is under the same liability to the person as if the certification had been made fraudulently
(3) For the purposes of this section an instrument of transfer is certified by a company if it bears—
(a) the words certificate lodged or words to the same effect in English or Chinese and
(b) under or adjacent to those words the signature or initials of a person having the actual or apparent authority to certify transfers on behalf of the company
(4) Unless the contrary is proved a signature or initials appearing on an instrument of transfer as mentioned in subsection (3)(b) must be regarded—
(a) as the signature or initials of the person whose signature or initials they purport to be and
(b) as having been placed on the instrument by that person or by another person who has the actual or apparent authority to use the signature or initials for the purpose of certifying transfers on behalf of the company
323 转发出债权证债权股证证明书
(1) 公司须第(2)款指明限期 ——
(a) (属债权证转)制成该等债权证备妥该等债权证供交付
(b) (属债权股证转)制成该等债权股证证明书备妥该等证明书供交付
(2) ——
(a) 私公司言述限期该公司提交关转书日期2月
(b) 公司言述限期该公司提交关转书日期10营业日
(3) ——
(a) 关债权证债权股证发行条件规定
(b) 没转缴付印花税
(c) 转属效
(d) 关公司权拒绝登记拒绝登记
第(1)款适该转
(4) 公司违反第(1)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(5) 条中 ——
营业日 (business day)指认证券市场营业进行证券交易业务日子
323 Issue of debenture or certificate for debenture stock on transfer
(1) Within the period specified in subsection (2) a company must—
(a) in the case of a transfer of debentures complete the debentures and have them ready for delivery or
(b) in the case of a transfer of debenture stock complete the certificates for the debenture stock and have them ready for delivery
(2) The period is—
(a) for a private company 2 months after the day on which the transfer is lodged with the company
(b) for any other company 10 business days after the day on which the transfer is lodged with the company
(3) Subsection (1) does not apply to a transfer if—
(a) the conditions of issue of the debentures or debenture stock provide otherwise
(b) stamp duty has not been paid in respect of the transfer
(c) the transfer is invalid or
(d) the company being entitled to do so refuses to register the transfer
(4) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(5) In this section—
business day (营业日) means a day on which a recognized stock market is open for the business of dealing in securities
324 关交付债权证债权股证证明书原讼法庭命令
(1) 公司债权证债权股证转违反第323条权获该等债权证该等债权股证证明书该公司送达通知求该公司10日该等债权证证明书交付该
(2) 第(1)款指通知某日送达公司该公司没该日10日交付关债权证证明书关士原讼法庭申请第(3)款指命令
(3) 原讼法庭应第(2)款指申请作出项命令指示关公司高级员该命令指明限期关债权证证明书交付关士
(4) 述命令规定关申请讼费附带费均须关公司关违反行负责高级员承担
324 Court order for delivery of debenture or certificate for debenture stock
(1) If a company contravenes section 323 in relation to a transfer of debentures or debenture stock a person entitled to the debentures or certificates for the debenture stock may serve a notice on the company requiring it to deliver the debentures or certificates to the person within 10 days
(2) If a company on which a notice has been served under subsection (1) does not deliver the debentures or certificates within 10 days after service of the notice the person may apply to the Court for an order under subsection (3)
(3) On an application under subsection (2) the Court may make an order directing the company and any officer of the company to deliver the debentures or certificates to the person within the period specified in the order
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention
第5分部 —— 杂项条文
Division 5—Miscellaneous Provisions
325 遗嘱认证书批等证
债权证转获债权证权利传转言文件公司出示法律该文件某死者遗嘱认证书某死者遗产理书批充分证明该公司须接受该文件该项批充分证
325 Evidence of grant of probate etc
For the purposes of a transfer of debentures or transmission of the right to debentures a company must accept as sufficient evidence of the grant of probate of the will or letters of administration of a deceased person the production to the company of a document that is by law sufficient evidence of that grant
326 根公司订立文书须备存债权证持登记册格式
(1) 条适根公司订立某文书须备存债权证持登记册
(2) 关文书某条文规定关登记册须阅形式备存该条文须解释规定该登记册须述形式备存 ——
(a) 阅形式
(b) 阅形式重现非阅形式
326 Form of register of holders of debentures kept under instrument made by company
(1) This section applies to a register of holders of debentures that is required to be kept under an instrument made by a company
(2) If a provision of the instrument requires the register to be kept in a legible form the provision is to be construed as requiring the register to be kept either—
(a) in a legible form or
(b) in a nonlegible form capable of being reproduced in a legible form
327 永久债权证
(1) 衡法相反规定载债权证条件载保证债权证发行契条件会仅该条件该等债权证符合说明效 ——
(a) 赎回
(b) 某事件发生时赎回(该事件发生性低)
(c) 某段期限届满时赎回(该段期限长)
(2) 第(1)款适时间发行债权证时间签立契
327 Perpetual debentures
(1) Despite any rule of equity to the contrary a condition contained in any debentures or in a deed securing the issue of any debentures is not invalid only because the debentures are by the condition made—
(a) irredeemable
(b) redeemable only on the happening of a contingency (however remote) or
(c) redeemable only on the expiration of a period of time (however long)
(2) Subsection (1) applies to debentures whenever issued and to deeds whenever executed
328 重新发行已赎回债权证权力
(1) 公司已条生效日期#前日赎回发行债权证条适
(2) 非情况否公司具权力藉重新发行相债权证藉发行新债权证作取代重新发行已赎回债权证须视具该权力 ——
(a) 该公司章程细该公司订立合约载相反条文(明订隐含)
(b) 该公司已藉通项决议表明取消该等债权证意藉作表明该意
(3) 公司已赎回债权证重新发行权享该等债权证权利享须视享样优先权犹该等债权证未赎回样
(4) 重新发行已赎回债权证(重新发行条生效日期#前日进行) ——
(a) 印花税言须视新债权证发行
(b) 限制发行债权证款额数目条文言视新债权证发行
(5) 债权证根条重新发行似已加盖印花该等债权证作保证贷出款项强制执行该持保证法律程序中提出该等债权证作证
(6) 某根第(5)款强制执行该持保证法律程序中提出关债权证作证根印花税条例(第117章)须重新发行债权证缴付印花税罚款须关公司缴付
(7) 关士已知悉关债权证未加盖印花非该疏忽已发觉事第(5)(6)款适
(8) 1933年7月1日前已赎回债权证该日期日重新发行该重新发行损害(须视损害)会根该日期前设定揭押记享权利优先权
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编辑附注：
# 生效日期：2014年3月3日
328 Power to reissue redeemed debentures
(1) This section applies if a company has whether before on or after the commencement date# of this section redeemed any debentures previously issued
(2) A company has and is to be regarded as always having had the power to reissue redeemed debentures either by reissuing the same debentures or by issuing new debentures in their place unless—
(a) a provision to the contrary (express or implied) is contained in the company’s articles or any contract made by the company or
(b) the company has by passing a resolution to that effect or by any other act manifested its intention that the debentures are to be cancelled
(3) On a reissue of any redeemed debentures a person entitled to the debentures has and is to be regarded as always having had the same priorities as if the debentures had never been redeemed
(4) A reissue of redeemed debentures whether before on or after the commencement date# of this section—
(a) is to be regarded as an issue of new debentures for the purposes of stamp duty and
(b) is not to be regarded as an issue of new debentures for the purposes of any provision limiting the amount or number of debentures to be issued
(5) A person lending money on the security of any debentures reissued under this section that appear to be stamped may give the debentures in evidence in any proceedings for enforcing the person’s security
(6) If a person gives the debentures in evidence in any proceedings for enforcing the person’s security under subsection (5) the stamp duty and penalty payable under the Stamp Duty Ordinance (Cap 117) in respect of the reissue of the debentures are to be paid by the company
(7) Subsections (5) and (6) do not apply if the person had notice or but for the person’s negligence might have discovered that the debentures were not stamped
(8) If any debentures redeemed before 1 July 1933 are reissued on or after that date the reissue does not prejudice and is to be regarded as never having prejudiced any right or priority that a person would have had under or by virtue of any mortgage or charge created before that date
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Editorial Note
# Commencement date 3 March 2014
329 存放债权证保证贷款
公司条生效日期#前日存放债权证保证时帐户帐户贷款该等债权证然存放时仅该公司帐户已出现贷视已赎回
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编辑附注：
# 生效日期：2014年3月3日
329 Deposit of debentures to secure advances
If a company has whether before on or after the commencement date# of this section deposited any of its debentures to secure advances from time to time on current account or otherwise the debentures are not to be regarded as having been redeemed only because the account of the company has ceased to be in debit while the debentures remained so deposited
_____________________
Editorial Note
# Commencement date 3 March 2014
330 强制履行认购债权证合约
份承购公司债权证该等债权证付款该公司订立合约藉强制履行令予强制执行
330 Specific performance of contracts to subscribe for debentures
A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance
331 原讼法庭命令举行债权证持会议
(1) 持 ——
(a) 构成公司发行系列享等权益债权证中部分债权证
(b) 公司债权股证
条适该
(2) 条适持(该单独联持)关公司债权证价值少指明百分该原讼法庭提出申请求举行该公司债权证持会议该等债权证持受讬发出指示
(3) 第(2)款关债权证保证该等债权证发行信讬契文件豁
(4) 条中 ——
指明百分 (specified percentage)指 ——
(a) 10
(b) 关债权证保证该等债权证发行信讬契文件中订定较高百分
331 Court may order meeting of debenture holders
(1) This section applies to any person who holds—
(a) any debentures that form part of a series issued by a company and rank equally with the other debentures of that series or
(b) any debenture stock of a company
(2) If a person to whom this section applies either alone or jointly with any other such person holds at least the specified percentage of the value of the company’s debentures the person may apply to the Court for a meeting of the company’s debenture holders to be held to give directions to the trustee for the debenture holders
(3) Subsection (2) may be excluded by the debentures or the trust deeds or other documents securing the issue of the debentures
(4) In this section—
specified percentage (指明百分) means—
(a) 10 or
(b) the higher percentage that may be provided for in the debentures or the trust deeds or other documents securing the issue of the debentures
332 受讬债权证持法律责
(1) 载 ——
(a) 保证债权证发行信讬契条文
(b) 信讬契保证债权证持订立合约条文
述范围属效︰顾该信讬契中授予受讬权力权限酌情决定权条文(a)(b)段述条文会豁免该受讬未表现出该受讬身受讬须谨慎努力致违反信讬须负法律责会述情况违反信讬须负法律责弥偿该受讬
(2) 第(1)款 ——
(a) 会符合说明责解书失效︰受讬该责解书发出前作作方面效发出
(b) 会符合说明条文失效 ——
(i) 该责解书次关目召开会议获持价值少75数债权证持亲出席委代表(准许委代表话)出席表决意发出
(ii) 该责解书特定作作发出该责解书关受讬死亡时担关受讬时发出
(c) 会1984年8月31日时效条文失效前提时权享该条文利益根第(3)款获予该条文利益维持担关信讬契受讬
(d) 会剥夺(c)段述条文效时作作获豁免该等作作获弥偿权利
(3) 信讬契受讬权享第(2)(c)(d)款保留条文利益时该条文利益第(4)款予 ——
(a) 该信讬契现时未受讬
(b) 该信讬契指名受讬建议获委该信讬契受讬
(4) 关利益须藉项决议予该决议须 ——
(a) 关信讬契召开会议
(b) (该信讬契未订定召开会议条文)原讼法庭批准方式召开会议
获持价值少75数债权证持亲出席委代表(准许委代表话)出席会议通
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332 Liability of trustees for debenture holders
(1) A provision contained in—
(a) a trust deed securing an issue of debentures or
(b) a contract with the holders of debentures secured by a trust deed
is void to the extent that it would exempt a trustee of the trust deed from or indemnify the trustee against liability for breach of trust for the trustee’s failure to show the degree of care and diligence required of the trustee as a trustee having regard to the provisions of the trust deed conferring on the trustee any powers authorities or discretions
(2) Subsection (1) does not—
(a) invalidate a release otherwise validly given in respect of anything done or omitted to be done by a trustee before the giving of the release
(b) invalidate any provision enabling such a release to be given—
(i) on being agreed to by a majority of at least 75 in value of the debenture holders present and voting in person or if proxies are permitted by proxy at a meeting summoned for the purpose and
(ii) either with respect to specific acts or omissions or on the trustee dying or ceasing to act
(c) invalidate any provision in force on 31 August 1984 so long as any person who is then entitled to the benefit of the provision or who is afterwards given the benefit of the provision under subsection (3) remains a trustee of the trust deed or
(d) deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by the person while any provision mentioned in paragraph (c) was in force
(3) While a trustee of a trust deed remains entitled to the benefit of a provision saved by subsection (2)(c) or (d) the benefit may be given in accordance with subsection (4) to—
(a) all present and future trustees of the trust deed or
(b) any named trustees or proposed trustees of the trust deed
(4) The benefit is to be given by a resolution passed by a majority of at least 75 in value of the debenture holders present in person or if proxies are permitted by proxy at a meeting summoned for the purpose—
(a) in accordance with the provisions of the trust deed or
(b) if the trust deed makes no provision for summoning meetings in a manner approved by the Court
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第8部
Part 8
押记登记
(格式变更——2013年第1号编辑修订纪录)
Registration of Charges
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
333 释义
(1) 部中 ——
押记 (charge)包括揭
理 (manager)包括根公司(清盘杂项条文)条例(第32章)第216条委公司注册非香港公司产业业务特理
(2) 部言 ——
(a) 注册非香港公司船舶飞机香港注册该船舶飞机实际处香港外方须视该公司香港财产
(b) 注册非香港公司船舶飞机香港外方注册该船舶飞机实际处香港境须视该公司香港外财产
(3) 第24分部中提述拥某项押记权益包括设立该项押记公司注册非香港公司
(4) 第23分部言交付登记份关某项押记文书副核证真实副属核证副 ——
(a) ——
(i) 交付该副登记公司注册非香港公司董事公司秘书
(ii) 该公司注册非香港公司目授权
(b) ——
(i) 拥该项押记权益
(ii) ——
(A) 拥权益然该拥权益目授权
(B) 拥权益法团体该拥权益目授权该拥权益董事公司秘书
(5) 第6分部中提述注册非香港公司已押记财产提述 ——
(a) 该公司香港境受该公司设立押记规限财产包括设立该项押记时香港境财产
(b) 该公司香港境财产该公司取该财产时该财产已受某项押记规限该公司取该财产时该财产香港境包括该财产
333 Interpretation
(1) In this Part—
charge (押记) includes mortgage
manager (理) excludes a special manager of the estate or business of a company or registered nonHong Kong company appointed under section 216 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(2) For the purposes of this Part—
(a) if a ship or aircraft of a registered nonHong Kong company is registered in Hong Kong it is to be regarded as property in Hong Kong of the company even though it is physically located outside Hong Kong and
(b) if a ship or aircraft of a registered nonHong Kong company is registered in a place outside Hong Kong it is to be regarded as property outside Hong Kong of the company even though it is physically located in Hong Kong
(3) In Divisions 2 and 4 a reference to a person interested in a charge excludes the company or registered nonHong Kong company creating the charge
(4) For the purposes of Divisions 2 and 3 a copy of an instrument in relation to a charge delivered for registration is a certified copy if it is certified as a true copy—
(a) by—
(i) a director or company secretary of the company or registered nonHong Kong company delivering the copy for registration or
(ii) a person authorized by that company or registered nonHong Kong company for the purpose or
(b) by—
(i) any other person interested in the charge or
(ii) in the case of—
(A) an interested person who is a natural person a person authorized by the interested person for the purpose or
(B) an interested person that is a body corporate a person authorized by the interested person for the purpose or a director or company secretary of the interested person
(5) In Division 6 a reference to the charged property of a registered nonHong Kong company is a reference to—
(a) the property in Hong Kong of the company and subject to a charge created by the company except property that was not in Hong Kong when the charge was created or
(b) the property in Hong Kong of the company and subject to a charge that subsisted when the property was acquired by the company except property that was not in Hong Kong when it was so acquired
第2分部 —— 设立指明押记该项押记登记责
Division 2—Obligation to Register Specified Charges after Creation
334 指明押记
(1) 分部中提述指明押记提述条生效日期#日设立述押记 ——
(a) 公司未催缴股设立押记
(b) 藉份文书设立证明押记该文书假名然签立便须作卖登记
(c) 土(位处)土权益设立押记包括该土产生租金定期款项设立押记
(d) 公司帐面债项设立押记
(e) 已催缴未缴付股款设立押记
(f) 股份发行价期应缴付未缴付分期付款设立押记
(g) 船舶船舶份额设立押记
(h) 飞机飞机份额设立押记
(i) 事宜设立押记 ——
(i) 商誉
(ii) 专利权根专利权发出特许
(iii) 商标
(iv) 版权根版权发出特许
(j) 公司业务财产设立浮动押记
(2) 第(1)(c)款言持赋予持享土设立押记权利债权证视项土权益
(3) 第(1)(d)款言 ——
(a) 存放份帐面债项支付作保证流转票作保证视该等帐面债项设立押记
(b) 公司笔款项存放处(该笔款项该公司存放该公司利益存放)该公司获款权利设立押记视该公司帐面债项设立押记
(4) 第(1)(d)(j)款言公司船东租船舶船东根租约须付款额转租运费行留置权视该公司帐面债项设立押记视该公司业务财产设立浮动押记
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编辑附注：
# 生效日期：2014年3月3日
334 Specified charge
(1) In this Division a reference to a specified charge is a reference to any of the following charges created on or after the commencement date# of this section—
(a) a charge on uncalled share capital of the company
(b) a charge created or evidenced by an instrument that if executed by a natural person would require registration as a bill of sale
(c) a charge on land (wherever situate) or any interest in land except a charge for any rent or other periodical sum issuing out of land
(d) a charge on book debts of the company
(e) a charge on calls made but not paid
(f) a charge on instalments due but not paid on the issue price of shares
(g) a charge on a ship or any share in a ship
(h) a charge on an aircraft or any share in an aircraft
(i) a charge on—
(i) goodwill
(ii) a patent or a licence under a patent
(iii) a trademark or
(iv) a copyright or a licence under a copyright
(j) a floating charge on the company’s undertaking or property
(2) For the purposes of subsection (1)(c) the holding of debentures entitling the holder to a charge on land is not to be regarded as an interest in the land
(3) For the purposes of subsection (1)(d)—
(a) the deposit by way of security of a negotiable instrument given to secure the payment of book debts is not to be regarded as a charge on those book debts and
(b) if a company maintains a deposit of money with another person (whether the money is deposited by the company or by any other person for the company’s benefit) a charge on the company’s right to repayment of the money is not to be regarded as a charge on book debts of the company
(4) For the purposes of subsection (1)(d) and (j) if a company charters a ship from a shipowner the shipowner’s lien on the subfreights for amounts due under the charter is not to be regarded as a charge on book debts of the company or as a floating charge on the company’s undertaking or property
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Editorial Note
# Commencement date 3 March 2014
335 公司须登记设立指明押记
(1) 公司须第(5)(a)款指明登记期关该公司设立项指明押记详情陈述连设立该项押记证明该项押记文书( 话) 核证副交付处长登记
(2) ——
(a) 公司设立项指明押记该项押记 ——
(i) 藉属债权证系列组成部分债权证提述载该项押记文书该债权证予(该债权证否载该项押记)
(ii) 载属债权证系列组成部分债权证藉该债权证提述文书该债权证予
(b) 名该债权证系列债权证持均该项押记权益享等权利
该公司第(5)(b)款指明登记期关该项押记详情陈述连第(4)款指明文书核证副交付处长登记该公司视已该项押记遵守第(1)款
(3) 拥指明押记权益 ——
(a) 第(5)(a)款指明登记期关该项押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(b) (属第(2)款情况)第(5)(b)款指明登记期关该项押记详情陈述连第(4) 款指明文书核证副交付处长登记
(4) ——
(a) (关指明押记藉提述某文书予) 第(2)(a)(i)款言关文书该文书
(b) 第(2)(a)(ii)款言关文书关债权证系列份债权证
(5) ——
(a) 第(1)(3)(a)款言 ——
(i) 登记期设立关指明押记日期月
(ii) 关指明押记香港外设立包含香港外财产登记期设立该项押记证明该项押记文书核证副(付出应努力发送)正常邮递程序香港接获日期月
(b) 第(2)(3)(b)款言 ——
(i) 关指明押记藉提述某文书予登记期签立该文书月没该文书登记期签立关债权证系列首份债权证月
(ii) 关指明押记香港外设立包含香港外财产登记期关指明文书核证副(付出应努力发送)正常邮递程序香港接获日期月
(6) 关指明押记详情陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(7) 拥指明押记权益已处长缴付登记关该项押记详情陈述订明费设立该项押记公司讨回该费
(8) 指明押记香港设立包含香港外某方财产需进步程序该项押记该方法律效效力根第(1)(2) (3)款设立意设立该项押记文书核证副交付处长登记
335 Company must register specified charge created by it
(1) A company must deliver a statement of the particulars of every specified charge created by the company together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (5)(a)
(2) Where—
(a) a specified charge created by a company—
(i) is given in a debenture forming part of a series by reference to any other instrument containing the charge (whether or not also contained in the debenture) or
(ii) is contained in a debenture forming part of a series (but not given in the debenture by reference to any other instrument) and
(b) every holder of the debentures of the series is entitled equally to the benefit of the charge
the company is to be regarded as having complied with subsection (1) in relation to the specified charge if the company delivers a statement of the particulars of the charge together with a certified copy of an instrument specified in subsection (4) to the Registrar for registration within the registration period specified in subsection (5)(b)
(3) A person interested in a specified charge—
(a) may deliver a statement of the particulars of the charge together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (5)(a) or
(b) may in the case of subsection (2) deliver a statement of the particulars of the charge together with a certified copy of an instrument specified in subsection (4) to the Registrar for registration within the registration period specified in subsection (5)(b)
(4) The instrument is—
(a) for the purposes of subsection (2)(a)(i) the instrument by reference to which the specified charge is given or
(b) for the purposes of subsection (2)(a)(ii) any one debenture of the series
(5) The registration period is—
(a) for the purposes of subsection (1) or (3)(a)—
(i) one month after the date on which the specified charge is created or
(ii) where the specified charge is created outside Hong Kong and comprising property situate outside Hong Kong one month after the date on which a certified copy of the instrument creating or evidencing that charge could if despatched with due diligence have been received in Hong Kong in due course of post and
(b) for the purposes of subsection (2) or (3)(b)—
(i) one month after the execution of the instrument by reference to which the specified charge is given or if there is no such instrument one month after the execution of the first debenture of the series or
(ii) where the specified charge is created outside Hong Kong and comprising property situate outside Hong Kong one month after the date on which a certified copy of the specified instrument could if despatched with due diligence have been received in Hong Kong in due course of post
(6) A statement of the particulars of a specified charge—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(7) If a person interested in a specified charge pays to the Registrar any prescribed fee for the registration of a statement of the particulars of the charge the fee is recoverable from the company creating the charge
(8) If a specified charge is created in Hong Kong and comprises property situate outside Hong Kong a certified copy of the instrument creating or purporting to create the charge may be delivered to the Registrar for registration under subsection (1) (2) or (3) even though further proceedings may be necessary to make that charge valid or effectual according to the law of the place in which the property is situate
336 注册非香港公司须登记设立指明押记
(1) 注册非香港公司须第(6)(a)款指明登记期关该公司香港境财产设立项指明押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(2) ——
(a) 注册非香港公司香港境财产设立项指明押记该项押记 ——
(i) 藉属债权证系列组成部分债权证提述载该项押记文书该债权证予(该债权证否载该项押记)
(ii) 载属债权证系列组成部分债权证藉该债权证提述文书该债权证予
(b) 名该债权证系列债权证持均该项押记权益享等权利
该公司第(6)(b)款指明登记期关该项押记详情陈述连第(4)款指明文书核证副交付处长登记该公司视已该项押记遵守第(1)款
(3) 拥指明押记权益 ——
(a) 第(6)(a)款指明登记期关该项押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(b) (属第(2)款情况) 第(6)(b)款指明登记期关该项押记详情陈述连第(4)款指明文书核证副交付处长登记
(4) ——
(a) (关指明押记藉提述某文书予)第(2)(a)(i)款言关文书该文书
(b) 第(2)(a)(ii)款言关文书关债权证系列份债权证
(5) 注册非香港公司某财产设立押记时该财产香港境第(1)(2)款适该项押记
(6) ——
(a) 第(1)(3)(a)款言登记期设立关指明押记日期月
(b) 第(2) (3)(b)款言 ——
(i) 关指明押记藉提述某文书予登记期签立该文书月
(ii) 没该文书登记期签立关债权证系列首份债权证月
(7) 关指明押记详情陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(8) 拥指明押记权益已处长缴付登记关该项押记详情陈述订明费设立该项押记注册非香港公司讨回该费
336 Registered nonHong Kong company must register specified charge created by it
(1) A registered nonHong Kong company must deliver a statement of the particulars of every specified charge created by the company on property in Hong Kong of the company together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (6)(a)
(2) Where—
(a) a specified charge created by a registered nonHong Kong company on property in Hong Kong of the company—
(i) is given in a debenture forming part of a series by reference to any other instrument containing the charge (whether or not also contained in the debenture) or
(ii) is contained in a debenture forming part of a series (but not given in the debenture by reference to any other instrument) and
(b) every holder of the debentures of the series is entitled equally to the benefit of the charge
the company is to be regarded as having complied with subsection (1) in relation to the specified charge if the company delivers a statement of the particulars of the charge together with a certified copy of an instrument specified in subsection (4) to the Registrar for registration within the registration period specified in subsection (6)(b)
(3) A person interested in a specified charge—
(a) may deliver a statement of the particulars of the charge together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (6)(a) or
(b) may in the case of subsection (2) deliver a statement of the particulars of the charge together with a certified copy of an instrument specified in subsection (4) to the Registrar for registration within the registration period specified in subsection (6)(b)
(4) The instrument is—
(a) for the purposes of subsection (2)(a)(i) the instrument by reference to which the specified charge is given or
(b) for the purposes of subsection (2)(a)(ii) any one debenture of the series
(5) Subsections (1) and (2) do not apply to a charge on property if the property was not in Hong Kong when the charge was created by the registered nonHong Kong company
(6) The registration period is—
(a) for the purposes of subsection (1) or (3)(a) one month after the date on which the specified charge is created and
(b) for the purposes of subsection (2) or (3)(b)—
(i) one month after the execution of the instrument by reference to which the specified charge is given or
(ii) if there is no such instrument one month after the execution of the first debenture of the series
(7) A statement of the particulars of a specified charge—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(8) If a person interested in a specified charge pays to the Registrar any prescribed fee for the registration of a statement of the particulars of the charge the fee is recoverable from the registered nonHong Kong company creating the charge
337 违反第335336条果
(1) 情况条适 ——
(a) 公司指明押记违反第335(1)条拥该项押记权益没根第335(3)条登记该项押记
(b) 注册非香港公司指明押记违反第336(1)条拥该项押记权益没根第336(3)条登记该项押记
(2) 第346条规定外关公司注册非香港公司名责均属犯罪
(3) 犯第(2)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 第346条规定外关公司注册非香港公司业务财产作出抵押指明押记授予范围该项押记相该公司注册非香港公司清盘债权言属效
(5) 第(4)款损害关付指明押记保证款合约责
(6) 项指明押记根第(4)款变效时贷款权求立付该项押记保证款 (2018年第35号第29条修订)
337 Consequences of contravention of section 335 or 336
(1) This section applies if—
(a) a company contravenes section 335(1) in relation to a specified charge and a person interested in the charge has not registered the charge under section 335(3) or
(b) a registered nonHong Kong company contravenes section 336(1) in relation to a specified charge and a person interested in the charge has not registered the charge under section 336(3)
(2) Subject to section 346 the company or registered nonHong Kong company and every responsible person of the company or registered nonHong Kong company commit an offence
(3) A person who commits an offence under subsection (2) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) Subject to section 346 the specified charge is void against any liquidator and creditor of the company or registered nonHong Kong company so far as any security on its undertaking or property is conferred by the charge
(5) Subsection (4) does not prejudice any contract or obligation for repayment of the money secured by the specified charge
(6) At the lender’s option the money secured by a specified charge becomes immediately payable when the charge becomes void under subsection (4)
第3分部 —— 登记原押记责
Division 3—Obligation to Register Existing Charges
338 公司须取财产原押记登记
(1) 情况条适 ——
(a) 公司取受押记规限财产
(b) 该项押记属种类假该公司取该财产该公司设立该公司便须第335(1)条规定关该项押记详情陈述交付登记者
(2) 公司须第(3)款指明登记期关关押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(3) 登记期 ——
(a) 取关财产程序完成日期月
(b) (关财产香港外关押记香港外设立)设立该项押记证明该项押记文书核证副(付出应努力发送)正常邮递程序香港接获日期月
(4) 关押记详情陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(5) 第346条规定外公司违反第(2)款该公司名责均属犯罪
(6) 犯第(5)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
338 Company must register charge existing on property acquired
(1) This section applies if—
(a) a company acquires property subject to a charge and
(b) the charge is of a kind that a statement of its particulars would have been required by section 335(1) to be delivered for registration had it been created by the company after the acquisition
(2) The company must deliver a statement of the particulars of the charge together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (3)
(3) The registration period is—
(a) one month after the date on which the acquisition is completed or
(b) where the property is situate and the charge was created outside Hong Kong one month after the date on which a certified copy of the instrument creating or evidencing the charge could if despatched with due diligence have been received in Hong Kong in due course of post
(4) A statement of the particulars of a charge—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(5) Subject to section 346 if a company contravenes subsection (2) the company and every responsible person of the company commit an offence
(6) A person who commits an offence under subsection (5) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
339 注册非香港公司须取财产原押记登记
(1) 情况条适 ——
(a) 注册非香港公司取受押记规限香港境财产
(b) 该项押记属种类假该注册非香港公司取该财产该公司设立该公司便须第336(1)条规定关该项押记详情陈述交付登记者
(2) 注册非香港公司取某财产时该财产香港境第(1)(a)款适规限该财产押记
(3) 注册非香港公司须第(4)款指明登记期关关押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(4) 登记期取关财产程序完成日期月
(5) 关押记详情陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(6) 第346条规定外注册非香港公司违反第(3)款该公司名责均属犯罪
(7) 犯第(6)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
339 Registered nonHong Kong company must register charge existing on property acquired
(1) This section applies if—
(a) a registered nonHong Kong company acquires property in Hong Kong subject to a charge and
(b) the charge is of a kind that a statement of its particulars would have been required by section 336(1) to be delivered for registration had it been created by the registered nonHong Kong company after the acquisition
(2) Subsection (1)(a) does not apply to a charge on property if the property was not in Hong Kong when the property was acquired by the registered nonHong Kong company
(3) The registered nonHong Kong company must deliver a statement of the particulars of the charge together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (4)
(4) The registration period is one month after the date on which the acquisition is completed
(5) A statement of the particulars of a charge—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(6) Subject to section 346 if a registered nonHong Kong company contravenes subsection (3) the company and every responsible person of the company commit an offence
(7) A person who commits an offence under subsection (6) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
340 注册非香港公司须公司根第16 部注册日期已财产设立押记登记
(1) 情况条适 ——
(a) 注册非香港公司根第16部注册日期该公司香港境 ——
(i) 受该公司设立押记规限财产
(ii) 受取该财产时已存押记规限财产
(b) 该项押记属种类假该公司根第16部注册该公司设立该公司该项注册取该财产该公司便须第336(1)339(3)条规定关该项押记详情陈述交付登记者
(2) 注册非香港公司须第(5)款指明登记期关关押记详情陈述连设立该项押记证明该项押记文书(话)核证副交付处长登记
(3) 属第(1)(a)(i)款情况 ——
(a) 关押记 ——
(i) 藉属债权证系列组成部分债权证提述载该项押记文书该债权证予(该债权证否载该项押记)
(ii) 载属债权证系列组成部分债权证藉该债权证提述文书该债权证予
(b) 名该债权证系列债权证持均该项押记权益享等权利
关注册非香港公司第(5)款指明登记期关该项押记详情陈述连第(4)款指明文书核证副交付处长登记该公司视已该项押记遵守第(2)款
(4) ——
(a) (关押记藉提述某文书予)第(3)(a)(i)款言关文书该文书
(b) 第(3)(a)(ii)款言关文书关债权证系列份债权证
(5) 登记期注册非香港公司根第16部注册日期月
(6) 关押记详情陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(7) 第346条规定外注册非香港公司违反第(2)款该公司名责均属犯罪
(8) 犯第(7)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
340 Registered nonHong Kong company must register charge existing on property on date of company’s registration under Part 16
(1) This section applies if—
(a) a registered nonHong Kong company has on the date of its registration under Part 16 property in Hong Kong subject to—
(i) a charge created by the company or
(ii) a charge that subsisted when the property was acquired and
(b) the charge is of a kind that a statement of its particulars would have been required by section 336(1) or 339(3) to be delivered for registration had the charge been created by the company or had the property been acquired by the company after the company has been registered under Part 16
(2) The registered nonHong Kong company must deliver a statement of the particulars of the charge together with a certified copy of the instrument (if any) creating or evidencing the charge to the Registrar for registration within the registration period specified in subsection (5)
(3) If in the case of subsection (1)(a)(i)—
(a) the charge—
(i) is given in a debenture forming part of a series by reference to any other instrument containing the charge (whether or not also contained in the debenture) or
(ii) is contained in a debenture forming part of a series (but not given in the debenture by reference to any other instrument) and
(b) every holder of the debentures of the series is entitled equally to the benefit of the charge
the registered nonHong Kong company is to be regarded as having complied with subsection (2) in relation to the charge if that company delivers a statement of the particulars of the charge together with a certified copy of an instrument specified in subsection (4) to the Registrar for registration within the registration period specified in subsection (5)
(4) The instrument is—
(a) for the purposes of subsection (3)(a)(i) the instrument by reference to which the charge is given or
(b) for the purposes of subsection (3)(a)(ii) any one debenture of the series
(5) The registration period is one month after the date on which the registered nonHong Kong company is registered under Part 16
(6) A statement of the particulars of a charge—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(7) Subject to section 346 if a registered nonHong Kong company contravenes subsection (2) the company and every responsible person of the company commit an offence
(8) A person who commits an offence under subsection (7) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
第4分部 —— 登记债权证详情责
Division 4—Obligation to Register Other Particulars of Debentures
341 公司注册非香港公司须发行债权证详情登记
(1) 情况条适 ——
(a) 属债权证系列组成部分债权证中 ——
(i) 载公司注册非香港公司设立押记
(ii) 藉提述载公司注册非香港公司设立押记文书予该项押记
(b) 名该债权证系列债权证持均该项押记权益享等权利
(c) 关该项押记详情陈述须根第335(2)336(2)340(3)条交付登记
(2) 公司注册非香港公司须第(4)款指明登记期关述债权证系列次发行详情陈述交付处长登记
(3) 拥关押记权益第(4) 款指明登记期关某次发行债权证详情陈述交付处长登记
(4) ——
(a) 根第335(2)336(2)条交付登记关关押记详情陈述言 ——
(i) 债权证设立该项押记时发行登记期第335(5)(b)336(6)(b)条该项押记登记指明登记期
(ii) 属发行债权证登记期发行日期月
(b) 根第340(3)条交付登记关关押记详情陈述言 ——
(i) 债权证根第16 部注册日前发行登记期第340(5) 条该项押记登记指明登记期
(ii) 属发行债权证登记期发行日期月
(5) 关某次发行债权证详情陈述须符合指明格式
(6) 局限第23条原关某次发行债权证详情陈述须载该次发行日期款额
(7) 第346条规定外第(2)款遭违反拥关押记权益没根第(3)款关该次发行债权证详情陈述交付登记关公司注册非香港公司名责均属犯罪
(8) 犯第(7)款订罪行处第5 级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(9) 第(2)款遭违反已发行债权证效性受事影响
(10) 条中设立押记时提述提述——
(a) (该项押记藉提述某文书予)签立该文书时
(b) (没该文书)签立关债权证系列首份债权证时
341 Company or registered nonHong Kong company must register particulars of issue of debentures
(1) This section applies if—
(a) a debenture forming part of a series—
(i) contains a charge created by a company or registered nonHong Kong company or
(ii) gives a charge created by a company or registered nonHong Kong company by reference to any other instrument containing the charge
(b) every holder of the debentures of the series is entitled equally to the benefit of the charge and
(c) a statement of the particulars of the charge is required to be delivered for registration under section 335(2) 336(2) or 340(3)
(2) The company or registered nonHong Kong company must deliver a statement of the particulars of every issue of the debentures of the series to the Registrar for registration within the registration period specified in subsection (4)
(3) A person interested in the charge may deliver a statement of the particulars of an issue of debentures to the Registrar for registration within the registration period specified in subsection (4)
(4) The registration period is—
(a) if a statement of the particulars of the charge is delivered for registration under section 335(2) or 336(2)—
(i) in the case of an issue of debentures made at the time of the creation of the charge the registration period specified in relation to the registration of the charge in section 335(5)(b) or 336(6)(b) or
(ii) in the case of any subsequent issue of debentures one month after the date of the issue or
(b) if a statement of the particulars of the charge is delivered for registration under section 340(3)—
(i) in the case of an issue of debentures made on or before the registration under Part 16 the registration period specified in relation to the registration of the charge in section 340(5) or
(ii) in the case of any subsequent issue of debentures one month after the date of the issue
(5) A statement of the particulars of an issue of debentures must be in the specified form
(6) Without limiting section 23 a statement of the particulars of an issue of debentures must contain the date and the amount of the issue
(7) Subject to section 346 if subsection (2) is contravened and a person interested in the charge has not delivered a statement of the particulars of the issue of debentures for registration under subsection (3) the company or registered nonHong Kong company and every responsible person of the company or registered nonHong Kong company commit an offence
(8) A person who commits an offence under subsection (7) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(9) A contravention of subsection (2) does not affect the validity of the debentures issued
(10) In this section a reference to the time of the creation of a charge is a reference to the time of execution of—
(a) the instrument by reference to which the charge is given or
(b) if there is no such instrument the first debenture of the series
342 公司注册非香港公司须债权证佣金等详情登记
(1) 情况条适 ——
(a) 公司注册非香港公司直接间接支付提供佣金津贴折扣予作该作出事情代价 ——
(i) 条件条件认购该公司注册非香港公司债权证意认购该等债权证
(ii) 促致意促致条件条件认购该公司注册非香港公司债权证
(b) 该债权证 ——
(i) 设立押记证明押记
(ii) 属债权证系列组成部分载押记藉提述载押记文书予押记
(c) 该项押记该公司注册非香港公司设立
(d) 条文规定关该项押记详情陈述交付登记 ——
(i) 第335(1)条
(ii) 第336(1)条
(iii) 第340(2)条
(2) 公司注册非香港公司须第(6)(a) 款指明登记期关关佣金津贴折扣详情陈述交付处长登记
(3) ——
(a) 属第(1)(d)(i)款情况关关押记详情陈述根第335(2)条交付登记
(b) 属第(1)(d)(ii)款情况关关押记详情陈述根第336(2)条交付登记
关公司注册非香港公司第(6)(b)款指明登记期关关佣金津贴折扣详情陈述交付处长登记视已遵守第(2)款
(4) 属第(1)(d)(iii)款情况关关押记详情陈述根第340(3)条交付登记关注册非香港公司第(6)(c)款指明登记期关关佣金津贴折扣详情陈述交付处长登记视已遵守第(2)款
(5) 拥关押记权益 ——
(a) 第(6)(a)款指明登记期关关佣金津贴折扣详情陈述交付处长登记
(b) (属第(3)款情况)第(6)(b)款指明登记期关关佣金津贴折扣详情陈述交付处长登记
(6) ——
(a) 第(2)(5)(a)款言 ——
(i) 属第(1)(d)(i)款情况登记期第335(5)(a)条该项押记登记指明登记期
(ii) 属第(1)(d)(ii)款情况登记期第336(6)(a)条该项押记登记指明登记期
(iii) 属第(1)(d)(iii)款情况登记期第340(5)条该项押记登记指明登记期
(b) 第(3)(5)(b)款言 ——
(i) 债权证设立该项押记时发行登记期第335(5)(b)336(6)(b)条该项押记登记指明登记期
(ii) 属发行债权证登记期发行日期月
(c) 第(4)款言 ——
(i) 债权证根第16部注册日前发行登记期第340(5)条该项押记登记指明登记期
(ii) 属发行债权证登记期发行日期月
(7) 关佣金津贴折扣详情陈述须符合指明格式
(8) 条言存放债权证作公司注册非香港公司债项保证视折扣发行该等债权证
(9) 条中设立押记时提述提述 ——
(a) (该项押记藉提述某文书予)签立该文书时
(b) (没该文书)签立关债权证系列首份债权证时
342 Company or registered nonHong Kong company must register particulars of commission etc in relation to debentures
(1) This section applies if—
(a) any commission allowance or discount has been paid or made directly or indirectly by a company or registered nonHong Kong company to any person in consideration of the person—
(i) subscribing or agreeing to subscribe absolutely or conditionally for any debenture of the company or registered nonHong Kong company or
(ii) procuring or agreeing to procure absolute or conditional subscriptions for any debenture of the company or registered nonHong Kong company
(b) the debenture—
(i) creates or evidences a charge or
(ii) forms part of a series of debentures and either contains a charge or gives a charge by reference to any other instrument containing a charge
(c) the charge is created by the company or registered nonHong Kong company and
(d) a statement of the particulars of the charge is required to be delivered for registration under—
(i) section 335(1)
(ii) section 336(1) or
(iii) section 340(2)
(2) The company or registered nonHong Kong company must deliver a statement of the particulars of the commission allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(a)
(3) Where—
(a) in the case of subsection (1)(d)(i) a statement of the particulars of the charge is delivered for registration under section 335(2) or
(b) in the case of subsection (1)(d)(ii) a statement of the particulars of the charge is delivered for registration under section 336(2)
the company or registered nonHong Kong company is to be regarded as having complied with subsection (2) if it delivers a statement of the particulars of the commission allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(b)
(4) Where in the case of subsection (1)(d)(iii) a statement of the particulars of the charge is delivered for registration under section 340(3) the registered nonHong Kong company is to be regarded as having complied with subsection (2) if it delivers a statement of the particulars of the commission allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(c)
(5) A person interested in the charge—
(a) may deliver a statement of the particulars of the commission allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(a) or
(b) may in the case of subsection (3) deliver a statement of the particulars of the commission allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(b)
(6) The registration period is—
(a) for the purposes of subsection (2) or (5)(a)—
(i) in the case of subsection (1)(d)(i) the registration period specified in relation to the registration of the charge in section 335(5)(a)
(ii) in the case of subsection (1)(d)(ii) the registration period specified in relation to the registration of the charge in section 336(6)(a) or
(iii) in the case of subsection (1)(d)(iii) the registration period specified in relation to the registration of the charge in section 340(5)
(b) for the purposes of subsection (3) or (5)(b)—
(i) in the case of an issue of debentures made at the time of the creation of the charge the registration period specified in relation to the registration of that charge in section 335(5)(b) or 336(6)(b) or
(ii) in the case of any subsequent issue of debentures one month after the date of the issue or
(c) for the purposes of subsection (4)—
(i) in the case of an issue of debentures made on or before the registration under Part 16 the registration period specified in relation to the registration of that charge in section 340(5) or
(ii) in the case of any subsequent issue of debentures one month after the date of the issue
(7) A statement of the particulars of any commission allowance or discount must be in the specified form
(8) For the purposes of this section the deposit of any debenture as security for any debt of a company or registered nonHong Kong company is not to be regarded as an issue of debentures at a discount
(9) In this section a reference to the time of the creation of a charge is a reference to the time of execution of—
(a) the instrument by reference to which the charge is given or
(b) if there is no such instrument the first debenture of the series
343 违反第342条果
(1) 第346条规定外第342(2)条遭违反拥关押记权益没根第342(5)条关关佣金津贴折扣(视属情况定)详情陈述交付登记关公司注册非香港公司名责均属犯罪
(2) 犯第(1)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(3) 第342(2)条遭违反已发行债权证效性受事影响
343 Consequences of contravention of section 342
(1) Subject to section 346 if section 342(2) is contravened and a person interested in the charge has not delivered a statement of the particulars of the commission allowance or discount (as the case may be) for registration under section 342(5) the company or registered nonHong Kong company and every responsible person of the company or registered nonHong Kong company commit an offence
(2) A person who commits an offence under subsection (1) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(3) A contravention of section 342(2) does not affect the validity of the debentures issued
第5分部 —— 补充第234分部条文
Division 5—Provisions Supplementary to Divisions 2 3 and 4
344 登记证明书
(1) 公司注册非香港公司拥关押记权益根第23分部关该项押记详情陈述需附文书交付处长登记条适
(2) 登记述陈述需附文书处长须关公司注册非香港公司权益发出证明书核证已根第23分部登记关押记
(3) 登记证明书须处长签署
(4) 登记证明书部关登记规定已获符合确证
344 Certificate of registration
(1) This section applies if a statement of the particulars of a charge and the requisite accompanying instrument are delivered by a company or registered nonHong Kong company or by a person interested in the charge to the Registrar for registration under Division 2 or 3
(2) After registering the statement and the requisite accompanying instrument the Registrar must issue a certificate to the company or registered nonHong Kong company or to the interested person certifying registration of the charge under Division 2 or 3
(3) A certificate of registration must be signed by the Registrar
(4) A certificate of registration is conclusive evidence that the requirements of this Part as to registration have been satisfied
345 偿债项解等通知处长
(1) 情况条适 ——
(a) 藉已登记押记保证债项已全部部分偿付清偿
(b) 受已登记押记规限财产业务全部部分 ——
(i) 已解押记受该项押记规限
(ii) 已构成关公司注册非香港公司财产业务部分
(2) 关公司注册非香港公司承关押记享权利述偿付清偿解押记财产业务构成公司财产业务部分事通知处长
(3) 关通知 ——
(a) 须符合指明格式
(b) 须附订明费
(c) 须附处长证明关偿付清偿解押记财产业务构成公司财产业务部分事求文书核证副
(4) 处长基附述通知文书信纳关偿付清偿解押记财产业务构成公司财产业务部分事确发生处长该通知附文书处理方式须犹该通知文书处长交付登记样
(5) 条言文书副核证真实副属核证副 ——
(a) 承关押记享权利
(b) ——
(i) 承关押记享权利然获承该项押记享权利目授权
(ii) 承关押记享权利法团体 ——
(A) 获承关押记享权利目授权
(B) 承该项押记享权利董事公司秘书
(6) 条言押记属已登记押记 ——
(a) 符合说明押记 ——
(i) 已根第23分部关该项押记详情陈述需附文书交付处长登记
(ii) 处长已第27(1)条目记录载该陈述该文书资料
(b) 符合说明押记 ——
(i) 紧接分部生效日期#前已根前身条例第III部登记
(ii) 分部生效日期#日已根附表11具持续效力前身条例第III部登记
_____________________
编辑附注：
# 生效日期：2014年3月3日
345 Notification to Registrar of payment of debt release etc
(1) This section applies if—
(a) the debt secured by a registered charge has been paid or satisfied in whole or in part or
(b) the whole or any part of the property or undertaking subject to a registered charge—
(i) has been released from the charge or
(ii) has ceased to form part of the company’s or registered nonHong Kong company’s property or undertaking
(2) The company or registered nonHong Kong company or the mortgagee or person entitled to the charge may notify the Registrar of the payment satisfaction release or cessation
(3) A notification—
(a) must be in the specified form
(b) must be accompanied by the prescribed fee and
(c) must be accompanied by a certified copy of any instrument required by the Registrar for the purpose of evidencing the payment satisfaction release or cessation
(4) If the Registrar is satisfied from the instrument accompanying a notification that the payment satisfaction release or cessation did take place the Registrar must process the notification and the accompanying instrument in the same way as if they were delivered to the Registrar for registration
(5) For the purposes of this section a copy of an instrument is a certified copy if it is certified as a true copy by—
(a) the mortgagee or the person entitled to the charge or
(b) in the case of—
(i) a mortgagee or entitled person who is a natural person a person authorized by the mortgagee or entitled person for the purpose or
(ii) a mortgagee or entitled person that is a body corporate—
(A) a person authorized by the mortgagee or entitled person for the purpose or
(B) a director or company secretary of the mortgagee or entitled person
(6) For the purposes of this section a charge is a registered charge—
(a) if—
(i) a statement of the particulars of the charge and the requisite accompanying instrument have been delivered to the Registrar for registration under Division 2 or 3 and
(ii) the Registrar has recorded the information contained in the statement and in that instrument for the purposes of section 27(1) or
(b) if—
(i) immediately before the commencement date# of this Division the charge was registered under Part III of the predecessor Ordinance or
(ii) on or after the commencement date# of this Division the charge has been registered under Part III of the predecessor Ordinance having a continuing effect under Schedule 11
_____________________
Editorial Note
# Commencement date 3 March 2014
346 登记时限延展
(1) 原讼法庭应公司注册非香港公司拥关押记权益申请命令 ——
(a) 延展第335(5)336(6)338(3)339(4)340(5)341(4)342(6)条指明登记期
(b) 延展根附表11具持续效力前身条例第8082条(该条例第91条引伸适该第8082条)规定登记时限
(c) 延展根附表11具持续效力前身条例第91(5)条规定登记时限
(2) 原讼法庭认公正合宜条款条件根第(1)款作出命令
(3) 原讼法庭非信纳事宜否作出述命令 ——
(a) 出现第(5)款指明缺失 ——
(i) 属意外
(ii) 属心失充分致
(iii) 性质损害关公司注册非香港公司债权成员境况
(b) 基理予宽免公正公
(4) ——
(a) 原讼法庭根第(1)款某项押记债权证作出命令
(b) 第(5)款指明缺失延展期间时限纠正
第(6)款指明罪行条文订罪行已该项押记债权证登记招致法律责告终绝
(5) ——
(a) 第(1)(a)款言关缺失没关登记期交付第234分部规定陈述附文书
(b) 第(1)(b)款言关缺失 ——
(i) 没关时限交付根附表11第63(2)64(2)65(2)66(2)条具持续效力前身条例第8082条规定详情
(ii) 没关时限交付根附表11第63(4)(a)64(4)(a)65(4)66(4)条具持续效力前身条例第8082条规定陈述附文书
(c) 第(1)(c)款言关缺失 ——
(i) 没关时限交付根附表11第67(2)条具持续效力前身条例第91(5)条规定详情
(ii) 没关时限交付根附表11第67(4)条具持续效力前身条例第91(5)条规定陈述附文书
(6) ——
(a) 第(1)(a)款言关罪行条文第337(2)338(5)339(6)340(7)341(7)343(1)条
(b) 第(1)(b)款言关罪行条文根附表11具持续效力前身条例第8182条
(c) 第(1)(c)款言关罪行条文根附表11具持续效力前身条例第91(6)条
346 Extension of time for registration
(1) The Court may on application by the company or registered nonHong Kong company or by a person interested in the charge order that—
(a) the registration period specified in section 335(5) 336(6) 338(3) 339(4) 340(5) 341(4) or 342(6) be extended
(b) the time required for registration by section 80 or 82 of the predecessor Ordinance or that section as extended by section 91 of that Ordinance having a continuing effect under Schedule 11 be extended or
(c) the time required for registration by section 91(5) of the predecessor Ordinance having a continuing effect under Schedule 11 be extended
(2) The Court may make an order under subsection (1) on any terms and conditions that the Court thinks just and expedient
(3) The Court must not make an order unless the Court is satisfied that—
(a) the failure specified in subsection (5)—
(i) was accidental
(ii) was due to inadvertence or to some other sufficient cause or
(iii) is not of a nature to prejudice the position of creditors or members of the company or registered nonHong Kong company or
(b) it is just and equitable to grant the relief on other grounds
(4) If—
(a) the Court makes an order under subsection (1) in relation to a charge or debenture and
(b) the failure specified in subsection (5) is rectified within the extended period or time
any liability already incurred for an offence under the offence provision specified in subsection (6) in relation to the registration of the charge or debenture is extinguished
(5) The failure is—
(a) in the case of subsection (1)(a) a failure to deliver a statement as required under Division 2 3 or 4 or any accompanying instrument within that registration period
(b) in the case of subsection (1)(b) a failure to deliver—
(i) the particulars as required under section 80 or 82 of the predecessor Ordinance having a continuing effect under section 63(2) 64(2) 65(2) or 66(2) of Schedule 11 within that time or
(ii) a statement as required under section 80 or 82 of the predecessor Ordinance having a continuing effect under section 63(4)(a) 64(4)(a) 65(4) or 66(4) of Schedule 11 or any accompanying instrument within that time or
(c) in the case of subsection (1)(c) a failure to deliver—
(i) the particulars as required under section 91(5) of the predecessor Ordinance having a continuing effect under section 67(2) of Schedule 11 within that time or
(ii) a statement as required under section 91(5) of the predecessor Ordinance having a continuing effect under section 67(4) of Schedule 11 or any accompanying instrument within that time
(6) The offence provision is—
(a) in the case of subsection (1)(a) section 337(2) 338(5) 339(6) 340(7) 341(7) or 343(1)
(b) in the case of subsection (1)(b) section 81 or 82 of the predecessor Ordinance having a continuing effect under Schedule 11 or
(c) in the case of subsection (1)(c) section 91(6) of the predecessor Ordinance having a continuing effect under Schedule 11
347 已登记详情更正
(1) 原讼法庭应公司注册非香港公司拥关押记权益申请命令 ——
(a) 更正文件载详情中遗漏错误陈述 ——
(i) 根条文交付登记关某项押记详情陈述附文书 ——
(A) 第23分部
(B) 根附表11第63(4)(a)64(4)(a)65(4)66(4)条具持续效力前身条例第8082条该条例第91条适该第8082条
(C) 根附表11第67(4)条具持续效力前身条例第91(5)条
(ii) 根条文交付登记关某次发行债权证详情陈述关佣金津贴折扣详情陈述 ——
(A) 第4分部
(B) 根附表11第63(4)(a)64(4)(a)65(4)66(4)条具持续效力前身条例第8082条该条例第91条适该第8082条
(C) 根附表11第67(4)条具持续效力前身条例第91(5)条
(iii) 第345条指通知附文书
(iv) 前身条例第85条指备忘录
(b) 更正详情中遗漏错误陈述 ——
(i) 条生效日期#前根前身条例第808291(5)条交付登记关某项押记详情
(ii) 根附表11第63(2)64(2)65(2)66(2)67(2)条具持续效力前身条例第808291(5)条交付登记关某项押记详情
(2) 原讼法庭认公正合宜条款条件根第(1)款作出命令
(3) 原讼法庭非信纳事宜否作出述命令 ——
(a) 出现关遗漏错误陈述 ——
(i) 属意外
(ii) 属心失充分致
(iii) 性质损害关公司注册非香港公司债权成员境况
(b) 基理予宽免公正公
(4) 原讼法庭普通法规衡法原准许范围作出命令更正第(1)(a)(i)(iii)款述附文书载详情中遗漏错误陈述
_____________________
编辑附注：
# 生效日期：2014年3月3日
347 Rectification of registered particulars
(1) The Court may on application by the company or registered nonHong Kong company or by a person interested in the charge order that—
(a) an omission or misstatement of any particular in any of the following be rectified—
(i) a statement of the particulars of a charge or any accompanying instrument delivered for registration under—
(A) Division 2 or 3
(B) section 80 or 82 of the predecessor Ordinance or that section by virtue of section 91 of that Ordinance having a continuing effect under section 63(4)(a) 64(4)(a) 65(4) or 66(4) of Schedule 11 or
(C) section 91(5) of the predecessor Ordinance having a continuing effect under section 67(4) of Schedule 11
(ii) a statement of the particulars of an issue of debentures or a statement of the particulars of commission allowance or discount delivered for registration under—
(A) Division 4
(B) section 80 or 82 of the predecessor Ordinance or that section by virtue of section 91 of that Ordinance having a continuing effect under section 63(4)(a) 64(4)(a) 65(4) or 66(4) of Schedule 11 or
(C) section 91(5) of the predecessor Ordinance having a continuing effect under section 67(4) of Schedule 11
(iii) a notification or any accompanying instrument under section 345
(iv) a memorandum under section 85 of the predecessor Ordinance or
(b) an omission or misstatement of any of the following be rectified—
(i) any particular with respect to a charge delivered for registration before the commencement date# of this section under section 80 82 or 91(5) of the predecessor Ordinance
(ii) any particular with respect to a charge delivered for registration under section 80 82 or 91(5) of the predecessor Ordinance having a continuing effect under section 63(2) 64(2) 65(2) 66(2) or 67(2) of Schedule 11
(2) The Court may make an order under subsection (1) on any terms and conditions that the Court thinks just and expedient
(3) The Court must not make an order unless the Court is satisfied that—
(a) the omission or misstatement—
(i) was accidental
(ii) was due to inadvertence or to some other sufficient cause or
(iii) is not of a nature to prejudice the position of creditors or members of the company or registered nonHong Kong company or
(b) it is just and equitable to grant the relief on other grounds
(4) The Court may make an order to rectify an omission or misstatement of any particular in any accompanying instrument mentioned in subsection (1)(a)(i) or (iii) to the extent as permitted by common law rules and equitable principles
_____________________
Editorial Note
# Commencement date 3 March 2014
第6分部 —— 强制执行抵押通知处长
Division 6—Notice to Registrar of Enforcement of Security
348 委接理通知
(1) 取委公司财产注册非香港公司已押记财产接理命令根文书载权力委述接理该须该项命令根该权力作出委日期7日关该事实陈述交付处长登记
(2) 第(1)款指陈述须载 ——
(a) 获委接理姓名址
(b) 该身分证号码(该没身分证)该持护号码签发国家
(3) 第(1)款指陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(4) 违反第(1)款属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
348 Notice of appointment of receiver or manager
(1) If a person obtains an order for the appointment of a receiver or manager of the property of a company or the charged property of a registered nonHong Kong company or appoints such a receiver or manager under the powers contained in an instrument the person must within 7 days after the date of the order or of the appointment under those powers deliver a statement of that fact to the Registrar for registration
(2) A statement under subsection (1) must include—
(a) the name and address of the person appointed as receiver or manager and
(b) the number of that person’s identity card or if that person does not have an identity card the number and issuing country of any passport held by that person
(3) A statement under subsection (1)—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(4) If a person contravenes subsection (1) the person commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
349 承行财产权通知
(1) 承身分公司财产注册非香港公司已押记财产行权该须开始行权日期7日关该事实陈述交付处长登记
(2) ——
(a) 述然第(1)款指陈述须载 ——
(i) 该姓名址
(ii) 该身分证号码(该没身分证)该持护号码签发国家
(b) 述法团体第(1)款指陈述须载名称注册办事处办事处址
(3) 第(1)款指陈述 ——
(a) 须符合指明格式
(b) 须附订明费
(4) 违反第(1)款属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
349 Notice of mortgagee entering into possession of property
(1) If a person enters into possession of the property of a company or the charged property of a registered nonHong Kong company as mortgagee the person must within 7 days after the date of entering into possession deliver a statement of that fact to the Registrar for registration
(2) A statement under subsection (1) must include—
(a) if the person is a natural person—
(i) the person’s name and address and
(ii) the number of the person’s identity card or if the person does not have an identity card the number and issuing country of any passport held by the person or
(b) if the person is a body corporate its name and the address of its registered or principal office
(3) A statement under subsection (1)—
(a) must be in the specified form and
(b) must be accompanied by the prescribed fee
(4) If a person contravenes subsection (1) the person commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
350 停接理承财产等通知
(1) 条适 ——
(a) 情况 ——
(i) 根第348(1)条交付处长陈述须载该详情
(ii) 第348条生效日期#前根前身条例第87(1)条交付处长通知须载该详情
(b) 情况 ——
(i) 根第349(1)条交付处长陈述须载该详情
(ii) 第349条生效日期#前根前身条例第87(2)条交付处长通知须载该详情
(2) 第(1)(a)款述停接理该须停日期7日关停事陈述交付处长登记
(3) 第(1)(b)款述关财产已押记财产该须该财产已押记财产7日关该事实陈述交付处长登记
(4) 关陈述通知载某详情该详情更改该须该项更改日期15日关该项更改陈述交付处长登记
(5) 情况第(4)款适 ——
(a) 第(1)(a)款述言 ——
(i) 该已停接理
(ii) 该已根第(2)款关停陈述交付处长已第348条生效日期#前根前身条例第87(4)条停事作出通知
(b) 第(1)(b)款述言 ——
(i) 该已关财产已押记财产
(ii) 该已根第(3)款关该事实陈述交付处长已第349条生效日期#前根前身条例第87(4)条该事实作出通知
(6) 第(2)(3)(4)款指陈述须符合指明格式
(7) 违反第(2)(3)(4)款属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
_____________________
编辑附注：
# 生效日期：2014年3月3日
350 Notice of cessation of appointment of receiver or manager or mortgagee going out of possession of property etc
(1) This section applies to—
(a) a person—
(i) whose particulars are required to be included in a statement delivered to the Registrar under section 348(1) or
(ii) whose particulars were before the commencement date# of section 348 required to be included in a notice delivered to the Registrar under section 87(1) of the predecessor Ordinance and
(b) a person—
(i) whose particulars are required to be included in a statement delivered to the Registrar under section 349(1) or
(ii) whose particulars were before the commencement date# of section 349 required to be included in a notice delivered to the Registrar under section 87(2) of the predecessor Ordinance
(2) If the person mentioned in subsection (1)(a) ceases to act as receiver or manager the person must within 7 days after the date of the cessation deliver a statement of the cessation to the Registrar for registration
(3) If the person mentioned in subsection (1)(b) goes out of possession of the property or charged property the person must within 7 days after going out of possession deliver a statement of that fact to the Registrar for registration
(4) If there is any change to the particulars of the person included in the statement or notice the person must within 15 days after the date of the change deliver a statement of that change to the Registrar for registration
(5) Subsection (4) does not apply if—
(a) in the case of a person mentioned in subsection (1)(a)—
(i) the person has ceased to act as receiver or manager and
(ii) the person has delivered a statement of the cessation to the Registrar under subsection (2) or has before the commencement date# of section 348 given notice of the cessation under section 87(4) of the predecessor Ordinance or
(b) in the case of a person mentioned in subsection (1)(b)—
(i) the person has gone out of possession of the property or charged property and
(ii) the person has delivered a statement of that fact to the Registrar under subsection (3) or has before the commencement date# of section 349 given notice of that fact under section 87(4) of the predecessor Ordinance
(6) A statement under subsection (2) (3) or (4) must be in the specified form
(7) If a person contravenes subsection (2) (3) or (4) the person commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
第7分部 —— 公司注册非香港公司纪录押记登记册
Division 7—Company’s and Registered NonHong Kong Company’s Records and Register of Charges
351 备存设立押记文书副责
(1) 公司须注册办事处根第657条订立规例订明方备存 ——
(a) 份设立该公司根部须予登记押记文书副
(b) 份设立该公司根前身条例第III部须予登记押记文书副
(2) 注册非香港公司须香港营业点根第356条订立规例订明方备存 ——
(a) 份设立该公司根部须予登记押记文书副
(b) 份设立该公司根前身条例第III部须予登记押记文书副
(3) ——
(a) 公司注册非香港公司发行系列债权证
(b) 该等债权证载该公司注册非香港公司根部根前身条例第III部须予登记押记
(c) 该等债权证条款相
该公司注册非香港公司第(1)(2)款备存该等债权证中份债权证副视已该等债权证遵守该款
(4) 公司注册非香港公司须 ——
(a) 第(1)(2)款述文书副首次备存某方15日该方通知处长
(b) 备存该文书副方更改15日该项更改通知处长
(4A) 第(4)(b)款适 ——
(a) 公司注册办事处址更改
(b) 注册非香港公司香港营业点址更改 (2018年第35号第30条增补)
(5) 第(4)(a)(b)款指通知须符合指明格式
(6) 第(4)(a)款规定公司注册非香港公司情况备存关文书副方通知处长 ——
(a) 条生效日期#日开始存副言该副时刻备存该公司注册办事处该注册非香港公司香港营业点
(b) ——
(i) 紧接该生效日期#前该公司该注册非香港公司前身条例第88条施行备存该文书副
(ii) 该生效日期#日该副第(1)(2)款施行备存紧接该生效日期#前备存该副方
(7) 第(1)(2)(4)款遭违反关公司注册非香港公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
351 Obligation to keep copies of instruments creating charges
(1) A company must keep at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of every instrument creating a charge required to be registered by the company under this Part and
(b) a copy of every instrument creating a charge required to be registered by the company under Part III of the predecessor Ordinance
(2) A registered nonHong Kong company must keep at its principal place of business in Hong Kong or at a place prescribed by regulations made under section 356—
(a) a copy of every instrument creating a charge required to be registered by the company under this Part and
(b) a copy of every instrument creating a charge required to be registered by the company under Part III of the predecessor Ordinance
(3) Where—
(a) a series of debentures is issued by a company or registered nonHong Kong company
(b) the debentures contain a charge required to be registered by the company or registered nonHong Kong company under this Part or under Part III of the predecessor Ordinance and
(c) the terms of the debentures are the same
the company or registered nonHong Kong company is to be regarded as having complied with subsection (1) or (2) in relation to the debentures if it keeps a copy of one of the debentures in accordance with that subsection
(4) A company or registered nonHong Kong company—
(a) must within 15 days after a copy of an instrument mentioned in subsection (1) or (2) is first kept at a place notify the Registrar of the place and
(b) must within 15 days after there is a change in the place where a copy of such an instrument is kept notify the Registrar of the change
(4A) Subsection (4)(b) does not apply to a change of—
(a) the address of the company’s registered office or
(b) the address of the registered nonHong Kong company’s principal place of business in Hong Kong (Added 35 of 2018 s 30)
(5) A notification under subsection (4)(a) or (b) must be in the specified form
(6) Subsection (4)(a) does not require a company or registered nonHong Kong company to notify the Registrar of the place at which a copy of an instrument is kept—
(a) if in the case of a copy that came into existence on or after the commencement date# of this section it has at all times been kept at the company’s registered office or the registered nonHong Kong company’s principal place of business in Hong Kong or
(b) if—
(i) immediately before that commencement date# the company or registered nonHong Kong company kept a copy of the instrument for the purposes of section 88 of the predecessor Ordinance and
(ii) on and after that commencement date# that copy is kept for the purposes of subsection (1) or (2) at the place at which it was kept immediately before that commencement date#
(7) If subsection (1) (2) or (4) is contravened the company or registered nonHong Kong company and every responsible person of the company or registered nonHong Kong company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
352 公司备存押记登记册责
(1) 公司须方备存押记登记册 ——
(a) 该公司注册办事处
(b) 根第657条订立规例订明方
(2) 公司须 ——
(a) 押记登记册记入 ——
(i) 项明确影响该公司财产押记
(ii) 项该公司全部部分财产业务设立浮动押记
(b) (a)(i)(ii)段指明项押记押记登记册记入详情 ——
(i) 该项押记保证款额
(ii) 该项押记规限财产描述
(iii) (属记名证券外)该项押记享权利姓名名称
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(4) 公司高级员明知意授权准许遗漏作出根第(2)款须作出记项属犯罪处第5级罚款
352 Obligation of company to keep register of charges
(1) A company must keep a register of charges—
(a) at the company’s registered office or
(b) at a place prescribed by regulations made under section 657
(2) A company—
(a) must enter in its register of charges—
(i) every charge specifically affecting property of the company and
(ii) every floating charge on the whole or part of the company’s property or undertaking and
(b) must enter in its register of charges the following particulars in respect of every charge specified in paragraph (a)(i) and (ii)—
(i) the amount secured by the charge
(ii) a description of the property charged
(iii) except in the case of securities to bearer the names of the persons entitled to the charge
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(4) If an officer of the company knowingly and wilfully authorizes or permits the omission of an entry required to be made under subsection (2) the officer commits an offence and is liable to a fine at level 5
353 注册非香港公司备存押记登记册责
(1) 注册非香港公司须方备存押记登记册 ——
(a) 该公司香港营业点
(b) 根第356条订立规例订明方
(2) 注册非香港公司须 ——
(a) 押记登记册记入 ——
(i) 项该公司香港境财产设立押记
(ii) 项该公司取香港境财产设立押记
(b) (a)(i)(ii)段指明项押记押记登记册记入详情 ——
(i) 该项押记保证款额
(ii) 该项押记规限财产描述
(iii) (属记名证券外)该项押记享权利姓名名称
(3) 注册非香港公司财产设立押记时取关财产时该财产香港境第(2)款适该项押记
(4) 注册非香港公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(5) 注册非香港公司高级员明知意授权准许遗漏作出根第(2)款须作出记项属犯罪处第5级罚款
353 Obligation of registered nonHong Kong company to keep register of charges
(1) A registered nonHong Kong company must keep a register of charges—
(a) at the company’s principal place of business in Hong Kong or
(b) at a place prescribed by regulations made under section 356
(2) A registered nonHong Kong company—
(a) must enter in its register of charges—
(i) every charge created by the company on property in Hong Kong of the company and
(ii) every charge on property in Hong Kong that is acquired by the company and
(b) must enter in its register of charges the following particulars in respect of every charge specified in paragraph (a)(i) and (ii)—
(i) the amount secured by the charge
(ii) a description of the property charged
(iii) except in the case of securities to bearer the names of the persons entitled to the charge
(3) Subsection (2) does not apply to a charge on property if the property was not in Hong Kong when the charge was created by or the property was acquired by the registered nonHong Kong company
(4) If a registered nonHong Kong company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(5) If an officer of the registered nonHong Kong company knowingly and wilfully authorizes or permits the omission of an entry required to be made under subsection (2) the officer commits an offence and is liable to a fine at level 5
354 关押记登记册备存处通知
(1) 公司注册非香港公司须备存押记登记册方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(2) 备存押记登记册方更改(公司注册办事处址更改注册非香港公司香港营业点址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(3) 第(1)款规定公司注册非香港公司情况备存押记登记册方通知处长 ——
(a) 条生效日期#日开始存登记册言该登记册时刻备存 ——
(i) 该公司注册办事处
(ii) 该注册非香港公司香港营业点
(b) ——
(i) 紧接该生效日期#前该公司该注册非香港公司前身条例第89条施行备存某登记册
(ii) 该生效日期#日该登记册第352(1)353(1)条施行备存紧接该生效日期#前备存该登记册方作押记登记册
(4) 第(1)(2)款遭违反关公司注册非香港公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
354 Notification of place where register of charges is kept
(1) A company or registered nonHong Kong company must notify the Registrar of the place at which the register of charges is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place
(2) A company or registered nonHong Kong company must notify the Registrar of any change (other than a change of the address of the company’s registered office or registered nonHong Kong company’s principal place of business in Hong Kong) in the place at which the register of charges is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change
(3) Subsection (1) does not require a company or registered nonHong Kong company to notify the Registrar of the place at which the register of charges is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this section it has at all times been kept at—
(i) the company’s registered office or
(ii) the registered nonHong Kong company’s principal place of business in Hong Kong or
(b) if—
(i) immediately before that commencement date# the company or registered nonHong Kong company kept a register for the purposes of section 89 of the predecessor Ordinance and
(ii) on and after that commencement date# that register is kept as a register of charges for the purposes of section 352(1) or 353(1) at the place at which it was kept immediately before that commencement date#
(4) If subsection (1) or (2) is contravened the company or registered nonHong Kong company and every responsible person of the company or registered nonHong Kong company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
355 查阅权利
(1) 公司成员债权订明方式提出求权根第657条订立规例免费查阅 ——
(a) 该公司根第351(1)条备存副
(b) 该公司根第352(1)条备存押记登记册
(2) 注册非香港公司成员债权订明方式提出求权根第356条订立规例免费查阅 ——
(a) 该公司根第351(2)条备存副
(b) 该公司根第353(1)条备存押记登记册
(3) 订明方式提出求缴付订明费均权根第356657条订立规例查阅 ——
(a) 公司注册非香港公司根第351(1)(a)(2)(a)条备存副
(b) 公司注册非香港公司根第352(1)353(1)条备存押记登记册
(4) 条中 ——
订明 (prescribed)指根第356657条订立规例订明
355 Right to inspect
(1) A member or creditor of a company is entitled on request made in the prescribed manner and without charge to inspect in accordance with regulations made under section 657—
(a) the copies kept by the company under section 351(1) and
(b) the register of charges kept by the company under section 352(1)
(2) A member or creditor of a registered nonHong Kong company is entitled on request made in the prescribed manner and without charge to inspect in accordance with regulations made under section 356—
(a) the copies kept by the company under section 351(2) and
(b) the register of charges kept by the company under section 353(1)
(3) Any other person is entitled on request made in the prescribed manner and on payment of a prescribed fee to inspect in accordance with regulations made under section 356 or 657—
(a) the copies kept by a company or registered nonHong Kong company under section 351(1)(a) or (2)(a) and
(b) the register of charges kept by a company or registered nonHong Kong company under section 352(1) or 353(1)
(4) In this section—
prescribed (订明) means prescribed by regulations made under section 356 or 657
356 财政司司长施行分部订立规例
(1) 财政司司长订立规例 ——
(a) 订明 ——
(i) 注册非香港公司根第351条须备存设立押记文书副方
(ii) 注册非香港公司根第353条须备存押记登记册方
(b) 注册非香港公司须提供该等副登记册供根第355条查阅责订定条文
(c) 施行第355(3)条订明费
(d) 订明根分部须准予该等副登记册订明事情
(2) 根第(1)(a)款订立规例 ——
(a) 订明注册非香港公司香港营业点外方
(b) ——
(i) 藉提述注册非香港公司备存纪录方订明方
(ii) 方式订明方
(c) 规定非该等规例订明条件获符合否该等规例订明方备存关副押记登记册属遵守第351353条规定
(d) 第(1)(a)(i)(ii)款指明目订明方
(3) 根第(1)(b)款订立规例 ——
(a) 查阅时间期限方式订定条文
(b) 订明提出查阅求方式
(c) 界定注册非香港公司查阅目摘录出示资料时摘录出示资料性质范围摘录出示资料方式方面须遵守规定
(4) 根第(1)款订立规例 ——
(a) 规定注册非香港公司违反该等规例 ——
(i) 该公司
(ii) 该公司名责
均属犯罪
(b) 规定犯(a)段述罪行该处超第5级罚款关罪行持续罪行该罪行持续期间日处超1000罚款
(c) 规定原讼法庭订明情况 ——
(i) 藉命令饬令立关副押记登记册受查阅
(ii) 查阅时间期限方式作出命令
(d) 规定该等副押记登记册备存关注册非香港公司外办事处(c)段述命令针该高级员雇员作出
(5) 条例条文根条订立规例解释阻止注册非香港公司 ——
(a) 提供该等规例规定者更广泛便利
(b) (收取费)收取较订明费低费收取费
___________
356 Financial Secretary may make regulations for purposes of this Division
(1) The Financial Secretary may make regulations—
(a) prescribing a place at which—
(i) copies of instruments creating charges are to be kept by a registered nonHong Kong company under section 351 or
(ii) a register of charges is to be kept by a registered nonHong Kong company under section 353
(b) providing for the obligations of a registered nonHong Kong company to make the copies and the register available for inspection under section 355
(c) prescribing the fees for the purposes of section 355(3) and
(d) prescribing any other thing that is required or permitted to be prescribed under this Division in respect of those copies and that register
(2) Regulations made under subsection (1)(a) may—
(a) prescribe a place other than the registered nonHong Kong company’s principal place of business in Hong Kong
(b) prescribe a place—
(i) by reference to the place at which the registered nonHong Kong company keeps any other records or
(ii) in any other way
(c) provide that section 351 or 353 is not complied with by keeping the copies or the register of charges at a place prescribed in the regulations unless conditions prescribed in the regulations are met and
(d) prescribe more than one place for the purpose specified in subsection (1)(a)(i) or (ii)
(3) Regulations made under subsection (1)(b) may—
(a) make provision as to the time duration and manner of inspection
(b) prescribe the manner in which a request for inspection is to be made and (Amended 35 of 2018 s 31)
(c) define what may be required of the registered nonHong Kong company as regards the nature extent and manner of extracting or presenting any information for the purposes of inspection
(4) Regulations made under subsection (1) may provide that—
(a) if a registered nonHong Kong company contravenes any of the regulations an offence is committed by—
(i) the company and
(ii) every responsible person of the company
(b) a person who commits an offence mentioned in paragraph (a) is liable to a fine not exceeding level 5 and in the case of a continuing offence to a further fine not exceeding 1000 for each day during which the offence continues
(c) the Court may in prescribed circumstances—
(i) by order compel an immediate inspection of the copies and the register of charges and
(ii) make any order as to the time duration and manner of inspection and
(d) if the copies or the register of charges are kept at the office of a person other than the registered nonHong Kong company concerned an order mentioned in paragraph (c) may be made against that other person and that other person’s officers and other employees
(5) Nothing in any provision of this Ordinance or in the regulations made under this section is to be construed as preventing a registered nonHong Kong company—
(a) from providing more extensive facilities than are required by the regulations or
(b) if a fee may be charged from charging a lesser fee than that prescribed or none at all
___________
第9部
Part 9
帐目审计
(格式变更——2013年第1号编辑修订纪录)
Accounts and Audit
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
357 释义
(1) 部中 ——
周年财务报表 (annual financial statements)指根第379(1)(3A)(a)(i)(b)条须拟备报表 (2018年第35号第32条修订)
周年综合财务报表 (annual consolidated financial statements)指根第379(2)(3A)(a)(ii)条须拟备综合报表 (2018年第35号第32条修订)
非香港法团体 (nonHong Kong body corporate)指香港外方成立法团法团体 (2018年第35号第32条增补)
核数师报告 (auditor’s report)指根第405条须拟备报告
财务报表 (financial statements)指周年财务报表周年综合财务报表
财务摘报告 (summary financial report)指根第439条拟备财务报告
规例 (Regulation)指根第451452条订立规例
会计准 (accounting standards)指规例订明团体发出指明关标准会计实务说明 (2018年第35号第32条增补)
董事报告 (directors’ report)指 ——
(a) 根第388(1)条须拟备报告
(b) 根第388(2)条须拟备综合报告
(2) 部中提述关某财政年度报告文件提述文件 ——
(a) 关该财政年度财务报表
(b) 关该财政年度董事报告
(c) 该财务报表作出核数师报告
(3) 部言情况某法团体(前者)属法团体全资附属公司：前者成员 ——
(a) 该法团体
(b) 该法团体全资附属公司
(c) 该法团体述全资附属公司代名
(4) 部中 ——
(a) 提述适公司财务报表会计准提述条款属攸关该公司情况该财务报表会计准
(b) 提述控权公司包括身间公司母企业公司集团提述须解释
(c) 母企业附属企业提述须附表1解释 (2018年第35号第32条增补)
(编辑修订——2013年第1号编辑修订纪录)
357 Interpretation
(1) In this Part—
accounting standards (会计准) means statements of standard accounting practice issued or specified by a body prescribed by the Regulation (Added 35 of 2018 s 32)
annual consolidated financial statements (周年综合财务报表) means the consolidated statements required to be prepared under section 379(2) or (3A)(a)(ii) (Amended 35 of 2018 s 32)
annual financial statements (周年财务报表) means the statements required to be prepared under section 379(1) (3A)(a)(i) or (b) (Amended 35 of 2018 s 32)
auditor’s report (核数师报告) means the report required to be prepared under section 405
directors’ report (董事报告) means—
(a) the report required to be prepared under section 388(1) or
(b) the consolidated report required to be prepared under section 388(2)
financial statements (财务报表) means annual financial statements or annual consolidated financial statements
nonHong Kong body corporate (非香港法团体) means a body corporate incorporated outside Hong Kong (Added 35 of 2018 s 32)
Regulation (规例) means the regulations made under sections 451 and 452
summary financial report (财务摘报告) means a financial report prepared under section 439
(2) In this Part a reference to the reporting documents for a financial year is a reference to all of the following—
(a) the financial statements for the financial year
(b) the directors’ report for the financial year
(c) the auditor’s report on those financial statements
(3) For the purposes of this Part a body corporate is a wholly owned subsidiary of another body corporate if it has only the following as members—
(a) that other body corporate
(b) a wholly owned subsidiary of that other body corporate
(c) a nominee of that other body corporate or such a wholly owned subsidiary
(4) In this Part—
(a) a reference to accounting standards applicable to any financial statements of a company is a reference to accounting standards as are in accordance with their terms relevant to the company’s circumstances and to the financial statements
(b) a reference to a holding company includes a parent undertaking that is a company and a reference to a group of companies is to be construed accordingly and
(c) a reference to a parent undertaking or subsidiary undertaking is to be construed in accordance with Schedule 1 (Added 35 of 2018 s 32)
358 关条文生效日期日开始财政年度适范围等
(1) 条文均该条生效日期#日开始财政年度适 ——
(a) 第359条
(b) 第379条
(c) 第388条
(d) 第389条
(e) 第429条
(f) 第430条
(g) 第439条
(2) 条文均关该条生效日期#日开始财政年度会计纪录适 ——
(a) 第373条
(b) 第374条
(c) 第376条
(d) 第377条
(3) 条文均关该条生效日期#日开始财政年度财务报表适 ——
(a) 第380条
(b) 第381条
(c) 第382条
(d) 第383条
(e) 第436条
(f) 第449条
(4) 第387条财务状况表适：关该条生效日期#日开始财政年度财务状况表
(5) 条文均关该条生效日期#日开始财政年度董事报告适 ——
(a) 第390条
(b) 第391条
(6) 条文均该条生效日期#日开始财政年度作出核数师委适 ——
(a) 第394条
(b) 第395条
(c) 第396条
(d) 第398条
(e) 第399条
(7) 条文均该条生效日期#日开始财政年度获委核数师适 ——
(a) 第402条
(b) 第403条
(c) 第404条
(8) 第411条成员会适：该条生效日期#日发出通知成员会
(9) 条文该条生效日期#日开始财政年度获委作度获委核数师适 ——
(a) 第412条
(b) 第416条
(c) 第417条
(d) 第418条
(e) 第419条
(10) 第415条条文适：该条生效日期#日订立条文
(11) 第435条项目适 ——
(a) 关该条生效日期#日开始财政年度财务报表董事报告
(b) 该财务报表作出核数师报告
(12) 第440条财务摘报告适：关该条生效日期#日开始财政年度财务摘报告
(13) 附表4财务报表适︰关该附表生效日期#日开始财政年度财务报表
_____________________
编辑附注：
# 生效日期：2014年3月3日
358 Application in relation to financial year beginning on or after commencement date of relevant provision etc
(1) Each of the following sections applies in relation to a financial year beginning on or after the commencement date# of that section—
(a) section 359
(b) section 379
(c) section 388
(d) section 389
(e) section 429
(f) section 430
(g) section 439
(2) Each of the following sections applies in relation to accounting records for a financial year beginning on or after the commencement date# of that section—
(a) section 373
(b) section 374
(c) section 376
(d) section 377
(3) Each of the following sections applies in relation to financial statements for a financial year beginning on or after the commencement date# of that section—
(a) section 380
(b) section 381
(c) section 382
(d) section 383
(e) section 436
(f) section 449
(4) Section 387 applies in relation to a statement of financial position for a financial year beginning on or after the commencement date# of that section
(5) Each of the following sections applies in relation to a directors’ report for a financial year beginning on or after the commencement date# of that section—
(a) section 390
(b) section 391
(6) Each of the following sections applies in relation to an appointment of an auditor for a financial year beginning on or after the commencement date# of that section—
(a) section 394
(b) section 395
(c) section 396
(d) section 398
(e) section 399
(7) Each of the following sections applies in relation to a person appointed as auditor for a financial year beginning on or after the commencement date# of that section—
(a) section 402
(b) section 403
(c) section 404
(8) Section 411 applies in relation to a general meeting of which notice is given on or after the commencement date# of that section
(9) Each of the following sections applies in relation to a person who is appointed or is deemed to be reappointed as auditor for a financial year beginning on or after the commencement date# of that section—
(a) section 412
(b) section 416
(c) section 417
(d) section 418
(e) section 419
(10) Section 415 applies to a provision made on or after the commencement date# of that section
(11) Section 435 applies in relation to—
(a) any financial statements and directors’ report for a financial year beginning on or after the commencement date# of that section and
(b) any auditor’s report on those financial statements
(12) Section 440 applies in relation to a summary financial report for a financial year beginning on or after the commencement date# of that section
(13) Schedule 4 applies in relation to financial statements for a financial year beginning on or after the commencement date# of that Schedule
_____________________
Editorial Note
# Commencement date 3 March 2014
第2分部 —— 提交报告方面豁免
Division 2—Reporting Exemption
359 提交报告方面获豁免公司
(1) 部言情况公司某财政年度提交报告方面获豁免 ——
(a) 该公司 ——
(i) 该财政年度言符合类型私公司型担保公司资格
(ii) 该财政年度时间均第(4)款指明公司
(b) 该公司 ——
(i) 该财政年度整段期间均私公司该财政年度时间均第(4)款指明公司
(ii) 没附属公司公司附属公司
(iii) 成员均书面意该公司仅该财政年度提交报告方面获豁免
(c) 符合描述情况 ——
(i) 该公司该财政年度整段期间均私公司该财政年度时间均第(4)款指明公司
(ii) 该财政年度言该公司符合类合资格私公司资格
(iii) 第360(1)条指明条件获符合
(2) 部言情况公司某财政年度提交报告方面获豁免 ——
(a) 该公司该财政年度整段期间均私公司该财政年度时间均第(4)款指明公司
(b) 该公司某公司集团控权公司该财政年度时间该集团成员 ——
(i) 第(4)款指明公司
(ii) 第(5)款指明非香港法团体 (2018年第35号第33条代)
(c) 该集团 ——
(i) 该财政年度言符合类型私公司集团资格
(ii) 该财政年度符合类合资格私公司集团资格第360(2)条指明条件获符合
(3) 部言情况公司某财政年度提交报告方面获豁免 ——
(a) 该公司该财政年度整段期间均担保限公司该财政年度时间均第(4)款指明公司
(b) 该公司某公司集团控权公司该财政年度时间该集团成员 ——
(i) 第(4)款指明公司
(ii) 第(5)款指明非香港法团体 (2018年第35号第33条代)
(c) 该集团该财政年度言符合类型担保公司集团资格
(3A) 部言情况公司某财政年度提交报告方面获豁免 ——
(a) 该公司该财政年度整段期间均私公司担保限公司该财政年度时间均第(4)款指明公司
(b) 该公司某公司集团控权公司该财政年度时间该集团成员 ——
(i) 第(4)款指明公司
(ii) 第(5)款指明非香港法团体
(c) 该集团该财政年度言符合类混合集团资格
(d) (该集团成员该财政年度言符合类合资格私公司资格符合类型私公司资格)第360(2)条指明条件获符合 (2018年第35号第33条增补)
(4) 施行第(1)(2)(3)(3A)款指明公司 —— (2018年第35号第33条修订)
(a) 营银行业务持效根银行业条例(第155章)批银行牌公司
(b) 属符合说明法团公司︰根证券期货条例(第571章)第V部获发牌营该条例指受规活动业务
(c) 符合说明公司 ——
(i) 营非纯粹代理身分营保险业务
(ii) 营银行业务外行业业务方式接受息贷款须连溢价偿贷款涉发行债权证证券条款接受贷款外
(5) 施行第(2)(3)(3A)款指明非香港法团体符合情况者 ——
(a) 该非香港法团体营业务假香港营便须根牌营：根银行业条例(第155章)批效银行牌根证券期货条例(第571章)第V部营该条例指受规活动业务批牌
(b) 该非香港法团体 ——
(i) 营保险业务非纯粹代理身分营该业务
(ii) 营银行业务外行业业务方式接受息贷款须连溢价偿贷款涉发行债权证证券条款接受贷款外
(c) 该非香港法团体假已根条例成立法团便会第12条指公众公司 (2018年第35号第33条增补)
(6) 第358条规定2018年公司(修订)(第2号)条例(2018年第35号)第(2)(b)(3)(b)款修订第(3A)(b)(ii)(5)款该条例第33条生效日期*日开始财政年度适 (2018年第35号第33条增补)
_____________________
编辑附注：
* 生效日期：2019年2月1日
359 Company falling within reporting exemption
(1) For the purposes of this Part a company falls within the reporting exemption for a financial year—
(a) if—
(i) it is qualified as a small private company or small guarantee company for the financial year and
(ii) it is not a company specified in subsection (4) at any time during the financial year
(b) if—
(i) it is a private company at all times and is not a company specified in subsection (4) at any time during the financial year
(ii) it does not have any subsidiary and is not a subsidiary of another company and
(iii) all members of the company agree in writing that the company is to fall within the reporting exemption for the financial year only or
(c) if—
(i) it is a private company at all times and is not a company specified in subsection (4) at any time during the financial year
(ii) it is qualified as an eligible private company for the financial year and
(iii) the conditions specified in section 360(1) are satisfied
(2) For the purposes of this Part a company also falls within the reporting exemption for a financial year if—
(a) it is a private company at all times and is not a company specified in subsection (4) at any time during the financial year
(b) it is the holding company of a group of companies of which at any time during the financial year no member is—
(i) a company specified in subsection (4) or
(ii) a nonHong Kong body corporate specified in subsection (5) and (Replaced 35 of 2018 s 33)
(c) the group of companies—
(i) is qualified as a group of small private companies for the financial year or
(ii) is qualified as a group of eligible private companies for the financial year and the conditions specified in section 360(2) are satisfied
(3) For the purposes of this Part a company also falls within the reporting exemption for a financial year if—
(a) it is a company limited by guarantee at all times and is not a company specified in subsection (4) at any time during the financial year
(b) it is the holding company of a group of companies of which at any time during the financial year no member is—
(i) a company specified in subsection (4) or
(ii) a nonHong Kong body corporate specified in subsection (5) and (Replaced 35 of 2018 s 33)
(c) the group of companies is qualified as a group of small guarantee companies for the financial year
(3A) For the purposes of this Part a company also falls within the reporting exemption for a financial year if—
(a) it is a private company or a company limited by guarantee at all times and is not a company specified in subsection (4) at any time during the financial year
(b) it is the holding company of a group of companies of which at any time during the financial year no member is—
(i) a company specified in subsection (4) or
(ii) a nonHong Kong body corporate specified in subsection (5)
(c) the group of companies is qualified as a mixed group for the financial year and
(d) (where any member of the group of companies is qualified as an eligible private company but is not qualified as a small private company for the financial year) the conditions specified in section 360(2) are satisfied (Added 35 of 2018 s 33)
(4) The company specified for the purposes of subsections (1) (2) (3) and (3A) is— (Amended 35 of 2018 s 33)
(a) one that carries on any banking business and holds a valid banking licence granted under the Banking Ordinance (Cap 155)
(b) one that is a corporation licensed under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a business in any regulated activity within the meaning of that Ordinance or
(c) one that—
(i) carries on any insurance business otherwise than solely as an agent or
(ii) accepts by way of trade or business (other than banking business) loans of money at interest or repayable at a premium otherwise than on terms involving the issue of debentures or other securities
(5) The nonHong Kong body corporate specified for the purposes of subsections (2) (3) and (3A) is—
(a) a nonHong Kong body corporate that carries on any business that had it been carried on in Hong Kong would be required to be carried on under a valid banking licence granted under the Banking Ordinance (Cap 155) or under a licence under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a business in any regulated activity within the meaning of that Ordinance
(b) a nonHong Kong body corporate that—
(i) carries on any insurance business otherwise than solely as an agent or
(ii) accepts by way of trade or business (other than banking business) loans of money at interest or repayable at a premium otherwise than on terms involving the issue of debentures or other securities or
(c) a nonHong Kong body corporate that would have fallen within the meaning of public company in section 12 had it been incorporated under this Ordinance (Added 35 of 2018 s 33)
(6) Despite section 358 the amendments made to subsections (2)(b) and (3)(b) by the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) and subsections (3A)(b)(ii) and (5) apply only in relation to a financial year beginning on or after the commencement date* of section 33 of that Ordinance (Added 35 of 2018 s 33)
_____________________
Editorial Note
* Commencement date 1 February 2019
360 施行第359(1)(c)(iii)(2)(c)(ii)(3A)(d)条指明条件
(2018年第35号第34条修订)
(1) 施行第359(1)(c)(iii)条指明条件 ——
(a) (第(3)款规限)持关公司少75表决权成员成员会通决议议决该公司关财政年度提交报告方面获豁免
(b) 持余表决权成员投票反该决议
(2) 施行第359(2)(c)(ii)(3A)(d)条指明条件 ——
(a) (第(3)款规限)持关控权公司少75表决权成员成员会通决议议决该控权公司关财政年度提交报告方面获豁免
(b) 持余表决权成员投票反该决议 (2018年第35号第34条代)
(3) ——
(a) 议决某公司某财政年度提交报告方面获豁免决议第(1)(a)(2)(a)款目获通
(b) 持该公司表决权某成员藉该公司发出书面通知反该公司该财政年度提交报告方面获豁免
(c) 该通知该项反关财政年度终结少6月前发出
该决议视没该项反关财政年度获通 (2018年第35号第34条修订)
(4) 公司须收第(3)(b)款指通知14日关反告知成员
(5) 第(1)(a)(2)(a)款述决议须该决议发出特通知 (2018年第35号第34条修订)
附注——
请参阅第578条该条列出关特通知规定
360 Conditions specified for section 359(1)(c)(iii) (2)(c)(ii) and (3A)(d)
(Amended 35 of 2018 s 34)
(1) The conditions specified for the purposes of section 359(1)(c)(iii) are—
(a) subject to subsection (3) a resolution is passed at a general meeting by the members holding at least 75 of the voting rights in the company to the effect that the company is to fall within the reporting exemption for the financial year and
(b) the members holding the remaining voting rights do not vote against the resolution
(2) The conditions specified for the purposes of section 359(2)(c)(ii) and (3A)(d) are—
(a) subject to subsection (3) a resolution is passed at a general meeting by the members holding at least 75 of the voting rights in the holding company to the effect that the holding company is to fall within the reporting exemption for the financial year and
(b) the members holding the remaining voting rights do not vote against the resolution (Replaced 35 of 2018 s 34)
(3) If—
(a) a resolution is passed for the purposes of subsection (1)(a) or (2)(a) to the effect that a company is to fall within the reporting exemption for a financial year
(b) by notice in writing to the company a member holding voting rights in the company objects to the company falling within the reporting exemption for the financial year and
(c) the notice is given at least 6 months before the end of the financial year to which the objection relates
the resolution is regarded as not being passed in relation to the financial year to which the objection relates (Amended 35 of 2018 s 34)
(4) Within 14 days after receiving a notice under subsection (3)(b) a company must notify its members of the objection
(5) Special notice is required for a resolution mentioned in subsection (1)(a) or (2)(a) (Amended 35 of 2018 s 34)
Note—
See also section 578 which sets out the requirements regarding special notice
361 型私公司
(1) 部言公司根条例组成注册私公司首财政年度附表3 第1(1)条指明条件中2项获符合该首财政年度财政年度言该公司符合类型私公司资格直该公司根第(4)款丧失该资格止
(2) 部言公司原私公司 ——
(a) 条开始实施首财政年度
(b) 该公司前身条例言该首财政年度财政年度
附表3第1(1)条指明条件中2项获符合该首财政年度财政年度言该公司符合类型私公司资格直该公司根第(4)款丧失该资格止
(3) 部言 ——
(a) 公司私公司
(b) 条开始实施首财政年度附表3第1(1)条指明条件中2 项获符合连续2财政年度符合
紧接该2财政年度财政年度财政年度言该公司符合类型私公司资格直该公司根第(4)款丧失该资格止
(4) 部言公司根第(1)(2)(3)款符合类型私公司资格附表3第1(2)条指明条件中2项连续2财政年度获符合紧接该2财政年度财政年度财政年度言该公司丧失类型私公司资格直该公司次根第(3)款符合该资格止
361 Small private company
(1) For the purposes of this Part if a company is a private company formed and registered under this Ordinance and any 2 of the conditions specified in section 1(1) of Schedule 3 are satisfied in its first financial year the company is qualified as a small private company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(2) For the purposes of this Part if a company is an existing private company and any 2 of the conditions specified in section 1(1) of Schedule 3 are satisfied—
(a) in its first financial year after the coming into operation of this section or
(b) in the financial year of the company for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the company is qualified as a small private company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(3) For the purposes of this Part if—
(a) a company is a private company and
(b) after its first financial year after the coming into operation of this section any 2 of the conditions specified in section 1(1) of Schedule 3 are satisfied for 2 consecutive financial years
the company is also qualified as a small private company for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4)
(4) For the purposes of this Part if after a company is qualified as a small private company under subsection (1) (2) or (3) any 2 of the conditions specified in section 1(2) of Schedule 3 are not satisfied for 2 consecutive financial years the company is disqualified as a small private company for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
362 合资格私公司
(1) 部言公司根条例组成注册私公司首财政年度附表3第1(3)条指明条件中2项获符合该首财政年度财政年度言该公司符合类合资格私公司资格直该公司根第(4)款丧失该资格止
(2) 部言公司原私公司 ——
(a) 条开始实施首财政年度
(b) 该公司前身条例言该首财政年度财政年度
附表3第1(3)条指明条件中2项获符合该首财政年度财政年度言该公司符合类合资格私公司资格直该公司根第(4)款丧失该资格止
(3) 部言 ——
(a) 公司私公司
(b) 条开始实施首财政年度附表3第1(3)条指明条件中2项获符合连续2财政年度符合
紧接该2 财政年度财政年度财政年度言该公司符合类合资格私公司资格直该公司根第(4) 款丧失该资格止
(4) 部言公司根第(1)(2)(3)款符合类合资格私公司资格附表3第1(4)条指明条件中2项连续2财政年度获符合紧接该2财政年度财政年度财政年度言该公司丧失类合资格私公司资格直该公司次根第(3)款符合该资格止
362 Eligible private company
(1) For the purposes of this Part if a company is a private company formed and registered under this Ordinance and any 2 of the conditions specified in section 1(3) of Schedule 3 are satisfied in its first financial year the company is qualified as an eligible private company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(2) For the purposes of this Part if a company is an existing private company and any 2 of the conditions specified in section 1(3) of Schedule 3 are satisfied—
(a) in its first financial year after the coming into operation of this section or
(b) in the financial year of the company for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the company is qualified as an eligible private company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(3) For the purposes of this Part if—
(a) a company is a private company and
(b) after its first financial year after the coming into operation of this section any 2 of the conditions specified in section 1(3) of Schedule 3 are satisfied for 2 consecutive financial years
the company is also qualified as an eligible private company for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4)
(4) For the purposes of this Part if after a company is qualified as an eligible private company under subsection (1) (2) or (3) any 2 of the conditions specified in section 1(4) of Schedule 3 are not satisfied for 2 consecutive financial years the company is disqualified as an eligible private company for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
363 型担保公司
(1) 部言公司根条例组成注册担保限公司首财政年度附表3第1(5)条指明条件获符合该首财政年度财政年度言该公司符合类型担保公司资格直该公司根第(4) 款丧失该资格止
(2) 部言公司原担保限公司 ——
(a) 条开始实施首财政年度
(b) 该公司前身条例言该首财政年度财政年度
附表3第1(5)条指明条件获符合该首财政年度财政年度言该公司符合类型担保公司资格直该公司根第(4)款丧失该资格止
(3) 部言 ——
(a) 公司担保限公司
(b) 条开始实施首财政年度附表3第1(5)条指明条件获符合连续2财政年度符合
紧接该2财政年度财政年度财政年度言该公司符合类型担保公司资格直该公司根第(4)款丧失该资格止
(4) 部言公司根第(1)(2)(3)款符合类型担保公司资格附表3第1(6)条指明条件连续2财政年度获符合紧接该2财政年度财政年度财政年度言该公司丧失类型担保公司资格直该公司次根第(3)款符合该资格止
363 Small guarantee company
(1) For the purposes of this Part if a company is a company limited by guarantee formed and registered under this Ordinance and the condition specified in section 1(5) of Schedule 3 is satisfied in its first financial year the company is qualified as a small guarantee company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(2) For the purposes of this Part if a company is an existing company limited by guarantee and the condition specified in section 1(5) of Schedule 3 is satisfied—
(a) in its first financial year after the coming into operation of this section or
(b) in the financial year of the company for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the company is qualified as a small guarantee company for that first financial year and every subsequent financial year until it is disqualified under subsection (4)
(3) For the purposes of this Part if—
(a) a company is a company limited by guarantee and
(b) after its first financial year after the coming into operation of this section the condition specified in section 1(5) of Schedule 3 is satisfied for 2 consecutive financial years
the company is also qualified as a small guarantee company for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4)
(4) For the purposes of this Part if after a company is qualified as a small guarantee company under subsection (1) (2) or (3) the condition specified in section 1(6) of Schedule 3 is not satisfied for 2 consecutive financial years the company is disqualified as a small guarantee company for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
364 型私公司集团
(1) 部言 ——
(a) 公司集团控权公司根条例组成注册
(b) 该控权公司首财政年度附表3第1(7)条指明条件该附表第1(8)条指明条件中2项获符合
该首财政年度财政年度言该集团符合类型私公司集团资格直该集团根第(4)(5)款丧失该资格止
(2) 部言 ——
(a) 公司集团控权公司原公司
(b) 财政年度附表3第1(7)条指明条件该附表第1(8)条指明条件中2 项获符合 ——
(i) 该控权公司条开始实施首财政年度
(ii) 该控权公司前身条例言该首财政年度财政年度
该首财政年度财政年度言该集团符合类型私公司集团资格直该集团根第(4)(5)款丧失该资格止
(3) 部言公司集团控权公司条开始实施首财政年度附表3第1(7)条指明条件该附表第1(8)条指明条件中2项获符合连续该控权公司2财政年度符合紧接该2财政年度财政年度财政年度言该集团符合类型私公司集团资格直该集团根第(4)(5)款丧失该资格止
(4) 部言公司集团根第(1)(2)(3)款符合类型私公司集团资格控权公司某财政年度公司非香港法团体成该集团新成员致该财政年度言附表3第1(7)条指明条件该附表第1(9)条指明条件中2项获符合该财政年度财政年度言该集团丧失类型私公司集团资格直该集团次根第(3)款符合该资格止 (2018年第35号第35条修订)
(5) 部言公司集团根第(1)(2)(3)款符合类型私公司集团资格附表3第1(7)条指明条件该附表第1(9)条指明条件中2项连续2控权公司财政年度获符合紧接该2财政年度财政年度财政年度言该集团丧失类型私公司集团资格直该集团次根第(3)款符合该资格止 (2018年第35号第35条修订)
364 Group of small private companies
(1) For the purposes of this Part if—
(a) the holding company of a group of companies is formed and registered under this Ordinance and
(b) the conditions specified in section 1(7) of Schedule 3 and any 2 of the conditions specified in section 1(8) of that Schedule are satisfied in the holding company’s first financial year
the group is qualified as a group of small private companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(2) For the purposes of this Part if—
(a) the holding company of a group of companies is an existing company and
(b) the conditions specified in section 1(7) of Schedule 3 and any 2 of the conditions specified in section 1(8) of that Schedule are satisfied— (Amended 35 of 2018 s 35)
(i) in the holding company’s first financial year after the coming into operation of this section or
(ii) in the holding company’s financial year for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the group is qualified as a group of small private companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(3) For the purposes of this Part if after the first financial year of the holding company of a group of companies after the coming into operation of this section the conditions specified in section 1(7) of Schedule 3 and any 2 of the conditions specified in section 1(8) of that Schedule are satisfied for 2 consecutive financial years of the holding company the group is also qualified as a group of small private companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4) or (5)
(4) For the purposes of this Part if after a group of companies is qualified as a group of small private companies under subsection (1) (2) or (3) another company or nonHong Kong body corporate becomes a new member of the group in a financial year of the holding company such that either a condition specified in section 1(7) of Schedule 3 is not satisfied or any 2 of the conditions specified in section 1(9) of that Schedule are not satisfied for the financial year the group is disqualified as a group of small private companies for the financial year and every subsequent financial year until it is qualified again under subsection (3)
(5) For the purposes of this Part if after a group of companies is qualified as a group of small private companies under subsection (1) (2) or (3) either a condition specified in section 1(7) of Schedule 3 is not satisfied or any 2 of the conditions specified in section 1(9) of that Schedule are not satisfied for 2 consecutive financial years of the holding company the group is also disqualified as a group of small private companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
(Amended 35 of 2018 s 35)
365 合资格私公司集团
(1) 部言 ——
(a) 公司集团控权公司根条例组成注册
(b) 该控权公司首财政年度附表3第1(10)条指明条件该附表第1(11)条指明条件中2项获符合
该首财政年度财政年度言该集团符合类合资格私公司集团资格直该集团根第(4)(5)款丧失该资格止
(2) 部言 ——
(a) 公司集团控权公司原公司
(b) 财政年度附表3第1(10)条指明条件该附表第1(11)条指明条件中2项获符合 ——
(i) 该控权公司条开始实施首财政年度
(ii) 该控权公司前身条例言该首财政年度财政年度
该首财政年度财政年度言该集团符合类合资格私公司集团资格直该集团根第(4)(5)款丧失该资格止
(3) 部言公司集团控权公司条开始实施首财政年度附表3第1(10)条指明条件该附表第1(11)条指明条件中2项获符合连续该控权公司2财政年度符合紧接该2 财政年度财政年度财政年度言该集团符合类合资格私公司集团资格直该集团根第(4)(5)款丧失该资格止
(4) 部言公司集团根第(1)(2)(3)款符合类合资格私公司集团资格控权公司某财政年度公司非香港法团体成该集团新成员致该财政年度言附表3第1(10)条指明条件该附表第1(12)条指明条件中2 项获符合该财政年度财政年度言该集团丧失类合资格私公司集团资格直该集团次根第(3)款符合该资格止 (2018年第35号第36条修订)
(5) 部言公司集团根第(1)(2)(3)款符合类合资格私公司集团资格附表3第1(10)条指明条件该附表第1(12)条指明条件中2项连续2控权公司财政年度获符合紧接该2财政年度财政年度财政年度言该集团丧失类合资格私公司集团资格直该集团次根第(3)款符合该资格止 (2018年第35号第36条修订)
365 Group of eligible private companies
(1) For the purposes of this Part if—
(a) the holding company of a group of companies is formed and registered under this Ordinance and
(b) the conditions specified in section 1(10) of Schedule 3 and any 2 of the conditions specified in section 1(11) of that Schedule are satisfied in the holding company’s first financial year
the group is qualified as a group of eligible private companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(2) For the purposes of this Part if—
(a) the holding company of a group of companies is an existing company and
(b) the conditions specified in section 1(10) of Schedule 3 and any 2 of the conditions specified in section 1(11) of that Schedule are satisfied— (Amended 35 of 2018 s 36)
(i) in the holding company’s first financial year after the coming into operation of this section or
(ii) in the holding company’s financial year for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the group is qualified as a group of eligible private companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(3) For the purposes of this Part if after the first financial year of the holding company of a group of companies after the coming into operation of this section the conditions specified in section 1(10) of Schedule 3 and any 2 of the conditions specified in section 1(11) of that Schedule are satisfied for 2 consecutive financial years of the holding company the group is also qualified as a group of eligible private companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4) or (5)
(4) For the purposes of this Part if after a group of companies is qualified as a group of eligible private companies under subsection (1) (2) or (3) another company or nonHong Kong body corporate becomes a new member of the group in a financial year of the holding company such that either a condition specified in section 1(10) of Schedule 3 is not satisfied or any 2 of the conditions specified in section 1(12) of that Schedule are not satisfied for the financial year the group is disqualified as a group of eligible private companies for the financial year and every subsequent financial year until it is qualified again under subsection (3)
(5) For the purposes of this Part if after a group of companies is qualified as a group of eligible private companies under subsection (1) (2) or (3) either a condition specified in section 1(10) of Schedule 3 is not satisfied or any 2 of the conditions specified in section 1(12) of that Schedule are not satisfied for 2 consecutive financial years of the holding company the group is also disqualified as a group of eligible private companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
(Amended 35 of 2018 s 36)
366 型担保公司集团
(1) 部言 ——
(a) 公司集团控权公司根条例组成注册
(b) 该控权公司首财政年度附表3第1(12A)(13)条指明条件获符合
该首财政年度财政年度言该集团符合类型担保公司集团资格直该集团根第(4)(5)款丧失该资格止
(2) 部言 ——
(a) 公司集团控权公司原公司
(b) 财政年度附表3第1(12A)(13)条指明条件获符合 —— (2018年第35号第37条修订)
(i) 该控权公司条开始实施首财政年度
(ii) 该控权公司前身条例言该首财政年度财政年度
该首财政年度财政年度言该集团符合类型担保公司集团资格直该集团根第(4)(5)款丧失该资格止
(3) 部言公司集团控权公司条开始实施首财政年度附表3第1(12A)(13)条指明条件获符合连续该控权公司2财政年度符合紧接该2财政年度财政年度财政年度言该集团符合类型担保公司集团资格直该集团根第(4)(5)款丧失该资格止
(4) 部言公司集团根第(1)(2)(3)款符合类型担保公司集团资格控权公司某财政年度公司非香港法团体成该集团新成员致该财政年度言附表3第1(12A)条指明条件该附表第1(14)条指明条件获符合该财政年度财政年度言该集团丧失类型担保公司集团资格直该集团次根第(3)款符合该资格止
(5) 部言公司集团根第(1)(2)(3)款符合类型担保公司集团资格附表3第1(12A)条指明条件该附表第1(14)条指明条件连续2控权公司财政年度获符合紧接该2财政年度财政年度财政年度言该集团丧失类型担保公司集团资格直该集团次根第(3)款符合该资格止
(2018年第35号第37条修订)
366 Group of small guarantee companies
(1) For the purposes of this Part if—
(a) the holding company of a group of companies is formed and registered under this Ordinance and
(b) the conditions specified in section 1(12A) and (13) of Schedule 3 are satisfied in the holding company’s first financial year
the group is qualified as a group of small guarantee companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(2) For the purposes of this Part if—
(a) the holding company of a group of companies is an existing company and
(b) the conditions specified in section 1(12A) and (13) of Schedule 3 are satisfied— (Amended 35 of 2018 s 37)
(i) in the holding company’s first financial year after the coming into operation of this section or
(ii) in the holding company’s financial year for the purposes of the predecessor Ordinance that immediately precedes that first financial year
the group is qualified as a group of small guarantee companies for that first financial year and every subsequent financial year until it is disqualified under subsection (4) or (5)
(3) For the purposes of this Part if after the first financial year of the holding company of a group of companies after the coming into operation of this section the conditions specified in section 1(12A) and (13) of Schedule 3 are satisfied for 2 consecutive financial years of the holding company the group is also qualified as a group of small guarantee companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (4) or (5)
(4) For the purposes of this Part if after a group of companies is qualified as a group of small guarantee companies under subsection (1) (2) or (3) another company or nonHong Kong body corporate becomes a new member of the group in a financial year of the holding company such that a condition specified in section 1(12A) of Schedule 3 is not satisfied or the condition specified in section 1(14) of that Schedule is not satisfied for the financial year the group is disqualified as a group of small guarantee companies for the financial year and every subsequent financial year until it is qualified again under subsection (3)
(5) For the purposes of this Part if after a group of companies is qualified as a group of small guarantee companies under subsection (1) (2) or (3) a condition specified in section 1(12A) of Schedule 3 is not satisfied or the condition specified in section 1(14) of that Schedule is not satisfied for 2 consecutive financial years of the holding company the group is also disqualified as a group of small guarantee companies for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (3)
(Amended 35 of 2018 s 37)
366A 混合集团
(1) 部言 ——
(a) 某公司集团控权公司公司
(b) 该集团包含 ——
(i) 第(2)款指明法团体
(ii) 第(3)款指明法团体
(c) 指明条件财政年度获符合 ——
(i) 该控权公司条开始实施首财政年度
(ii) 该控权公司该首财政年度财政年度
该首财政年度财政年度言该集团符合类混合集团资格直该集团根第(6)(7)款丧失该资格止
(2) 第(1)(b)(i)款指明法团体 ——
(a) 型私公司
(b) 假已根条例成立法团便会符合类型私公司资格非香港法团体
(c) 合资格私公司
(d) 假已根条例成立法团便会符合类合资格私公司资格非香港法团体
(3) 第(1)(b)(ii)款指明法团体 ——
(a) 型担保公司
(b) 假已根条例成立法团便会符合类型担保公司资格非香港法团体
(4) 第(1)(c)款言提述指明条件提述 ——
(a) 关控权公司属型私公司——附表3第1(8)条指明2条件
(b) 该控权公司属合资格私公司——该附表第1(11)条指明2条件
(c) 该控权公司属型担保公司——该附表第1(13)条指明条件
(5) 部言公司集团控权公司条开始实施首财政年度第(1)(b)款指条件第(4)(a)(b)(c)款指明条件该控权公司连续2财政年度获符合紧接该2财政年度财政年度财政年度言该集团符合类混合集团资格直该集团根第(6)(7)款丧失该资格止
(6) 部言公司集团根第(1)(5)款符合类混合集团资格关控权公司某财政年度公司非香港法团体成该集团新成员该财政年度 ——
(a) 中种情况 ——
(i) 该公司属型私公司合资格私公司型担保公司
(ii) 该法团体假已根条例成立法团便会符合类型私公司合资格私公司型担保公司资格
(b) 指明条件获符合
该财政年度财政年度言该集团丧失类混合集团资格直该集团次根第(5)款符合该资格止
(7) 部言公司集团根第(1)(5)款符合类混合集团资格控权公司连续2财政年度 ——
(a) 第(1)(b)款指条件获符合
(b) 指明条件获符合
紧接该2财政年度财政年度财政年度言该集团丧失类混合集团资格直该集团次根第(5)款符合该资格止
(8) 第(6)(b)(7)(b)款言提述指明条件提述 ——
(a) 关控权公司属型私公司——附表3第1(9)条指明2条件
(b) 该控权公司属合资格私公司——该附表第1(12)条指明2条件
(c) 该控权公司属型担保公司——该附表第1(14)条指明条件
(2018年第35号第38条增补)
366A Mixed group
(1) For the purposes of this Part if—
(a) the holding company of a group of companies is a company
(b) the group only consists of—
(i) one or more bodies corporate specified in subsection (2) and
(ii) one or more bodies corporate specified in subsection (3) and
(c) the specified conditions are satisfied—
(i) in the first financial year of the holding company after the coming into operation of this section or
(ii) in the financial year of the holding company that immediately precedes that first financial year
the group is qualified as a mixed group for that first financial year and every subsequent financial year until it is disqualified under subsection (6) or (7)
(2) A body corporate specified for the purposes of subsection (1)(b)(i) is—
(a) a small private company
(b) a nonHong Kong body corporate that would have been qualified as a small private company had it been incorporated under this Ordinance
(c) an eligible private company or
(d) a nonHong Kong body corporate that would have been qualified as an eligible private company had it been incorporated under this Ordinance
(3) A body corporate specified for the purposes of subsection (1)(b)(ii) is—
(a) a small guarantee company or
(b) a nonHong Kong body corporate that would have been qualified as a small guarantee company had it been incorporated under this Ordinance
(4) For the purposes of subsection (1)(c) a reference to specified conditions is a reference to—
(a) if the holding company is a small private company—any 2 of the conditions specified in section 1(8) of Schedule 3
(b) if the holding company is an eligible private company—any 2 of the conditions specified in section 1(11) of that Schedule
(c) if the holding company is a small guarantee company—the condition specified in section 1(13) of that Schedule
(5) For the purposes of this Part if after the first financial year of the holding company of a group of companies after the coming into operation of this section the condition under subsection (1)(b) and the conditions specified in subsection (4)(a) (b) or (c) are satisfied for 2 consecutive financial years of the holding company the group is also qualified as a mixed group for the financial year immediately following those 2 financial years and every subsequent financial year until it is disqualified under subsection (6) or (7)
(6) For the purposes of this Part if after a group of companies is qualified as a mixed group under subsection (1) or (5) another company or nonHong Kong body corporate becomes a new member of the group in a financial year of the holding company and for the financial year—
(a) either—
(i) that other company is not a small private company an eligible private company or a small guarantee company or
(ii) that other body corporate would not have been qualified as a small private company an eligible private company or a small guarantee company had it been incorporated under this Ordinance or
(b) the specified conditions are not satisfied
the group is disqualified as a mixed group for the financial year and every subsequent financial year until it is qualified again under subsection (5)
(7) For the purposes of this Part if after a group of companies is qualified as a mixed group under subsection (1) or (5) for 2 consecutive financial years of the holding company either—
(a) the condition under subsection (1)(b) is not satisfied or
(b) the specified conditions are not satisfied
the group is also disqualified as a mixed group for the financial year immediately following those 2 financial years and every subsequent financial year until it is qualified again under subsection (5)
(8) For the purposes of subsections (6)(b) and (7)(b) a reference to specified conditions is a reference to—
(a) if the holding company is a small private company—any 2 of the conditions specified in section 1(9) of Schedule 3
(b) if the holding company is an eligible private company—any 2 of the conditions specified in section 1(12) of that Schedule
(c) if the holding company is a small guarantee company—the condition specified in section 1(14) of that Schedule
(Added 35 of 2018 s 38)
第3分部 —— 公司财政年度
Division 3—A Company’s Financial Year
367 财政年度
(1) 公司条开始实施首财政年度首会计参期首日开始终结日期 —— (2018年第35号第39条修订)
(a) ((b)段规定外)该期间日
(b) 董事指明日期该日期须该期间终结时前7日日期 (2018年第35号第39条修订)
(2) 公司财政年度紧接财政年度终结日期开始终结日期 —— (2018年第35号第39条修订)
(a) ((b)段规定外)紧接定出财政年度会计参期会计参期日
(b) 董事指明日期该日期须该期间终结时前7日日期 (2018年第35号第39条修订)
(3) 企业公司该企业章程设立该企业根法律规定该企业须某期间( 该期间否年) 拟备损益表条例中提述财政年度提述该期间
(4) 公司董事须确该公司间附属企业财政年度均该公司财政年度步董事认良理该等财政年度步限
(5) 条中 ——
企业 (undertaking)指 ——
(a) 法团体
(b) 合伙
(c) 营(否牟利)某行业业务属法团组织
367 Financial year
(1) A company’s first financial year after the coming into operation of this section begins on the first day of its first accounting reference period and ends on— (Amended 35 of 2018 s 39)
(a) subject to paragraph (b) the last day of that period or
(b) another date within 7 days before or after the end of that period as specified by the directors (Amended 35 of 2018 s 39)
(2) Every subsequent financial year of a company begins on the date immediately following the end of the previous financial year and ends on— (Amended 35 of 2018 s 39)
(a) subject to paragraph (b) the last day of the accounting reference period immediately following the one by reference to which the previous financial year is determined or
(b) another date within 7 days before or after the end of that period as specified by the directors (Amended 35 of 2018 s 39)
(3) If an undertaking is not a company a reference in this Ordinance to its financial year is a reference to a period in respect of which a profit and loss account of the undertaking is required by its constitution or by the law under which it is established to be made up whether or not the period is a year
(4) A company’s directors must secure that the financial year of each of its subsidiary undertakings coincides with the company’s financial year unless in the directors’ opinion there are good reasons against those financial years coinciding with each other
(5) In this section—
undertaking (企业) means—
(a) a body corporate
(b) a partnership or
(c) an unincorporated association carrying on a trade or business whether for profit or not
368 会计参期
(1) 第(1A)款规定外第3部第1分部生效日期#前组成注册原公司言首会计参期初始会计参日翌日开始该初始会计参日首周年日终结 (2018年第35号第40条修订)
(1A) 第3部第1分部生效日期#开始时活动公司已活动公司原公司言 ——
(a) 第(1)款适
(b) 首会计参期该公司已活动公司日期日开始初始会计参日终结 (2018年第35号第40条增补)
(2) ——
(a) 根条例组成注册公司言
(b) 根附表11释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司言
首会计参期成立法团日期开始初始会计参日终结
(3) 公司会计参期均12月期间紧接会计参期终结开始会计参日终结该会计参期缩短延长(第371(3)条指董事决议述者)外
_____________________
编辑附注：
# 生效日期：2014年3月3日
368 Accounting reference period
(1) Subject to subsection (1A) for an existing company formed and registered before the commencement date# of Division 1 of Part 3 the first accounting reference period begins on the date immediately following its primary accounting reference date and ends on the first anniversary of its primary accounting reference date (Amended 35 of 2018 s 40)
(1A) For an existing company that was a dormant company at the beginning of the commencement date# of Division 1 of Part 3 but has ceased to be a dormant company—
(a) subsection (1) does not apply and
(b) the first accounting reference period begins on the date the company ceased to be a dormant company and ends on its primary accounting reference date (Added 35 of 2018 s 40)
(2) For—
(a) a company formed and registered under this Ordinance and
(b) a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
the first accounting reference period begins on the date of its incorporation and ends on its primary accounting reference date
(3) Every subsequent accounting reference period of a company is the period of 12 months beginning immediately after the end of the previous accounting reference period and ending on its accounting reference date unless the accounting reference period is shortened or extended as stated in a directors’ resolution under section 371(3)
_____________________
Editorial Note
# Commencement date 3 March 2014
369 初始会计参日
(1) 第3部第1分部生效日期#前组成注册原公司言 ——
(a) 条生效日期#日 ——
(i) 已根附表11具持续效力前身条例第122条该公司帐目成员会提交该公司省览
(ii) 已根附表11具持续效力前身条例第111(6)条该公司帐目提供予成员
初始会计参日该帐目涵盖期间日
(b) 条生效日期#日没(a)(i)(ii)段述般提交提供该公司帐目 ——
(i) 根附表11持续效前身条例第111(1)条规定该公司举行成员会限期日前该帐目已拟备初始会计参日该帐目涵盖期间日
(ii) 第(i)节适该第111(1)条规定该公司举行成员会限期日前已帐目拟备该帐目涵盖期间日早条生效日期#前日初始会计参日该帐目涵盖期间日首周年日 (2018年第35号第41条修订)
(iii) 第(i)(ii)节适该第111(1)条规定该公司须举行成员会初始会计参日该公司须举行该成员会限期日 (2018年第35号第41条代)
(iv) 第(i)(ii)节适该公司第3部第1分部生效日期#开始时活动公司已活动公司初始会计参日 ——
(A) 董事指明日期该日期须该公司活动公司日期日18月日期
(B) 该公司活动公司日期日首出现该公司成立法团周年日属月份日前未指明日期——该月份日 (2018年第35号第41条增补)
(2) 关帐目涵盖期间日早条生效日期#前日第(1)(a)(b)(i)款均适
(3) 非属情况否第(1)(a)(i)条适 ——
(a) 属公司首次成员会该成员会该公司成立法团18月举行
(b) 属情况公司成员会该公司周年成员会举行15月该周年成员会举行年份年举行
(4) 关帐目涵盖期间日早条生效日期#前12月期间开始前日第(1)(b)(ii)款适
(5) 根条例组成注册公司根附表11释义通条例( 第1章)第23条具持续效力前身条例条文组成注册公司言初始会计参日 ——
(a) 董事段目关日期前指明日期 (2018年第35号第41条修订)
(b) (没该指明日期)关日期
(6) 第(5)(a)款目指明日期须公司成立法团日期18 月日期
(7) 条中 ——
关日期 (relevant date)指关公司成立法团关周年日属月份日
关周年日 (relevant anniversary)公司成立法团事言指条开始实施首出现该公司成立法团周年日
_____________________
编辑附注：
# 生效日期：2014年3月3日
369 Primary accounting reference date
(1) For an existing company formed and registered before the commencement date# of Division 1 of Part 3 the primary accounting reference date is—
(a) the date up to which the company’s accounts are made if on or after the commencement date# of this section the company’s accounts—
(i) have been laid before the company in general meeting under section 122 of the predecessor Ordinance having a continuing effect under Schedule 11 or
(ii) have been provided to the members under section 111(6) of the predecessor Ordinance having a continuing effect under Schedule 11 or
(b) if on or after the commencement date# of this section such company’s accounts have not been laid or provided as mentioned in paragraph (a)(i) or (ii)—
(i) in the case where such accounts have been prepared on or before the date by which the company is required by section 111(1) of the predecessor Ordinance having a continuing effect under Schedule 11 to hold a general meeting the date up to which those accounts are made
(ii) in the case where subparagraph (i) does not apply but accounts made up to a date falling more than one day before the commencement date# of this section have been prepared on or before the date by which the company is required by that section 111(1) to hold a general meeting the first anniversary of the date up to which those accounts are made (Amended 35 of 2018 s 41)
(iii) in the case where subparagraphs (i) and (ii) do not apply and the company is required by that section 111(1) to hold a general meeting the date by which the meeting is required to be held or (Replaced 35 of 2018 s 41)
(iv) in the case where subparagraphs (i) and (ii) do not apply and the company was a dormant company at the beginning of the commencement date# of Division 1 of Part 3 but has ceased to be a dormant company—
(A) a date specified by the directors which must fall within 18 months after the date the company ceased to be a dormant company or
(B) if no date is specified before the last day of the month in which the anniversary of the company’s incorporation first occurs after the company ceased to be a dormant company the last day of the month (Added 35 of 2018 s 41)
(2) Subsection (1)(a) and (b)(i) does not apply if those accounts are made up to a date falling more than one day before the commencement date# of this section
(3) Subsection (1)(a)(i) does not apply unless the general meeting is held—
(a) in the case of the company’s first general meeting within 18 months of the company’s incorporation or
(b) in any other case within 15 months and in the year after the company’s last annual general meeting
(4) Subsection (1)(b)(ii) does not apply if those accounts are made up to a date falling more than one day before the beginning of the period of 12 months before the commencement date# of this section
(5) For a company formed and registered under this Ordinance or under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) the primary accounting reference date is—
(a) a date specified by the directors before the relevant date for the purposes of this paragraph or
(b) in the absence of such a specified date the relevant date
(6) A date specified for the purposes of subsection (5)(a) must fall within 18 months after the date of the company’s incorporation
(7) In this section—
relevant anniversary (关周年日) in relation to a company’s incorporation means the anniversary of the company’s incorporation that first occurs after this section comes into operation
relevant date (关日期) means the last day of the month in which the relevant anniversary of the company’s incorporation falls
_____________________
Editorial Note
# Commencement date 3 March 2014
370 会计参日
第371条规定外公司会计参日初始会计参日周年日
370 Accounting reference date
Subject to section 371 a company’s accounting reference date is the anniversary of its primary accounting reference date
371 会计参日更改
(1) 公司董事会计参期指明新会计参日 ——
(a) 公司现行会计参期会计参期
(b) 公司会计参期会计参期
(2) 公众公司担保限公司董事根第(1)款指明新会计参日该公司须指明该新会计参日董事决议日期15日关该新日期通知交付处长登记该通知须符合指明格式
(3) 指明新会计参日董事决议处长交付关该新日期通知须述明 ——
(a) 关现行会计参期会否缩短致该期间终结日期变成该期间开始新会计参日首次出现日期
(b) 关现行会计参期会否延长致该期间终结日期变成该期间开始新会计参日第二次出现日期
(4) 情况公司董事会计参期指明新会计参日 ——
(a) 根第429条须参该会计参期定出财政年度成员会提交关该财政年度报告文件文供该公司省览提交该套文件限期已届满
(b) 根第430(3)条须关该财政年度报告文件文送交成员送交该套文件限期已届满
(5) 公司董事某会计参期指明新会计参日该期间延长超18月
(6) 情况公司董事现行会计参期指明新会计参日延长该期间 ——
(a) 该等董事已较早前会计参期指明新会计参日延长该期间
(b) 该较早前会计参期指明新会计参日前5年终结
(7) 情况第(6)款适 ——
(a) 董事会指明新会计参日关公司控权公司会计参日步
(b) 该项指明获成员决议批准
(8) 公司违反第(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(9) 条中 ——
会计参期 (previous accounting reference period)公司言指紧接该公司现行会计参期前该公司会计参期
371 Alteration of accounting reference date
(1) The directors of a company may specify a new accounting reference date in relation to—
(a) the company’s current accounting reference period and every subsequent accounting reference period or
(b) the company’s previous accounting reference period and every subsequent accounting reference period
(2) If the directors of a public company or a company limited by guarantee specify a new accounting reference date under subsection (1) the company must within 15 days after the date of the directors’ resolution specifying the new accounting reference date deliver a notice in the specified form of that new date to the Registrar for registration
(3) A directors’ resolution by which a new accounting reference date is specified and a notice of that new date delivered to the Registrar must state—
(a) whether the current or previous accounting reference period concerned is to be shortened so as to end on the first occasion on which the new accounting reference date falls or fell after the beginning of that period or
(b) whether the current or previous accounting reference period concerned is to be extended so as to end on the second occasion on which the new accounting reference date falls or fell after the beginning of that period
(4) The directors of a company must not specify a new accounting reference date in relation to the previous accounting reference period if—
(a) the period for laying before the company in general meeting under section 429 a copy of the reporting documents for the financial year determined by reference to that accounting reference period has expired or
(b) the period for sending a copy of the reporting documents for the financial year to the members under section 430(3) has expired
(5) The directors of a company must not specify a new accounting reference date in relation to an accounting reference period so as to extend the period to longer than 18 months
(6) The directors of a company must not specify a new accounting reference date in relation to the current or previous accounting reference period so as to extend that period if—
(a) those directors have specified a new accounting reference date in relation to an earlier accounting reference period so as to extend that earlier period and
(b) the earlier accounting reference period ended within 5 years before the new accounting reference date is specified
(7) Subsection (6) does not apply if—
(a) the new accounting reference date to be specified by the directors coincides with the accounting reference date of a holding company of the company or
(b) the specification is approved by a members’ resolution
(8) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(9) In this section—
previous accounting reference period (会计参期) in relation to a company means the accounting reference period of the company immediately preceding the company’s current accounting reference period
第4分部 —— 财务报表董事报告拟备
Division 4—Preparation of Financial Statements and Directors’ Reports
第1次分部 —— 导言
Subdivision 1—Preliminary
372 释义
分部中 ——
印形式 (in hard copy form)指纸张形式够供阅读相类形式
电子形式 (in electronic form)指电子纪录形式
372 Interpretation
In this Division—
in electronic form (电子形式) means in the form of an electronic record
in hard copy form (印形式) means in a paper form or similar form capable of being read
第2次分部 —— 会计纪录
Subdivision 2—Accounting Records
373 公司须备存会计纪录
(1) 公司须备存符合第(2)(3)款会计纪录
(2) 会计纪录须足 ——
(a) 显示解释公司交易
(b) 合理准确度时间披露公司财务状况财务表现
(c) 董事够确保财务报表符合条例
(3) 会计纪录尤须载 ——
(a) 公司收支款项日记项该等收支关事宜
(b) 公司资产债务纪录
(4) 第(1)款公司附属企业适该公司须采取切合理步骤确该附属企业备存会计纪录该等会计纪录须足该公司董事够确保根第4分部第3次分部须拟备财务报表符合条例
(5) 公司董事没采取切合理步骤确保第(1)(4)款获遵守属犯罪处罚款300000
(6) 公司董事意没采取切合理步骤确保第(1)(4)款获遵守属犯罪处罚款300000监禁12月
(7) 某控犯第(5)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)(4)款(视属情况定)获遵守责
(b) 够执行该责
属免责辩护
373 Company must keep accounting records
(1) A company must keep accounting records that comply with subsections (2) and (3)
(2) The accounting records must be sufficient—
(a) to show and explain the company’s transactions
(b) to disclose with reasonable accuracy at any time the company’s financial position and financial performance and
(c) to enable the directors to ensure that the financial statements comply with this Ordinance
(3) In particular the accounting records must contain—
(a) daily entries of all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place and
(b) a record of the company’s assets and liabilities
(4) If subsection (1) does not apply in relation to a subsidiary undertaking of a company the company must take all reasonable steps to secure that the subsidiary undertaking keeps accounting records that are sufficient to enable the company’s directors to ensure that any financial statements required to be prepared under Subdivision 3 of Division 4 comply with this Ordinance
(5) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (4) commits an offence and is liable to a fine of 300000
(6) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) or (4) commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(7) If a person is charged with an offence under subsection (5) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) or (4) (as the case may be) was complied with and
(b) was in a position to discharge that duty
374 备存会计纪录方
(1) 公司会计纪录 ——
(a) 须备存注册办事处董事认合适方
(b) 须时刻开放予董事免费查阅
(2) 公司会计纪录备存香港外方关该纪录处理业务帐目申报表 ——
(a) 须送交备存香港某方
(b) 须时刻开放予董事免费查阅
(3) 述帐目申报表 ——
(a) 须合理准确度披露关业务相隔超6月财务状况
(b) 须足董事够确保根第4分部第3次分部须拟备财务报表符合条例
(4) 公司董事没采取切合理步骤确保第(1)(2)(3)款获遵守属犯罪处罚款300000
(5) 公司董事意没采取切合理步骤确保第(1)(2)(3)款获遵守属犯罪处罚款300000监禁12月
(6) 某控犯第(4)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)(2)(3)款(视属情况定)获遵守责
(b) 够执行该责
属免责辩护
374 Where accounting records to be kept
(1) A company’s accounting records—
(a) must be kept at its registered office or any other place that the directors think fit and
(b) must be open to inspection by the directors at all times without charge
(2) If a company’s accounting records are kept at a place outside Hong Kong the accounts and returns with respect to the business dealt with in those records—
(a) must be sent to and kept at a place in Hong Kong and
(b) must be open to inspection by the directors at all times without charge
(3) Those accounts and returns—
(a) must disclose with reasonable accuracy the financial position of the business in question at intervals of not more than 6 months and
(b) must be sufficient to enable the directors to ensure that any financial statements required to be prepared under Subdivision 3 of Division 4 comply with this Ordinance
(4) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) (2) or (3) commits an offence and is liable to a fine of 300000
(5) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) (2) or (3) commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(6) If a person is charged with an offence under subsection (4) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) (2) or (3) (as the case may be) was complied with and
(b) was in a position to discharge that duty
375 董事查阅时取会计纪录文
(1) 公司须容许该公司董事查阅该公司会计纪录程中制作该纪录文
(2) 公司董事求该公司须免费该董事提供该公司会计纪录文
(3) 施行第(2)款 ——
(a) 董事求提供采印形式公司会计纪录文该公司须提供采印形式该文
(b) 董事求提供采电子形式公司会计纪录文该公司须提供采该公司认合适电子形式该文
(4) 公司采印形式记录相关资料方式备存会计纪录第(2)(3)款规定该公司董事提供采电子形式该公司会计纪录文
(5) 公司采电子形式记录相关资料方式备存会计纪录根次分部施加规定开放会计纪录供查阅规定视规定 ——
(a) 开放该纪录印形式复制供查阅
(b) 应权查阅该会计纪录求开放该纪录供电子方式查阅
(6) 公司董事没采取切合理步骤确保第(1)(2)款获遵守属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 某控犯第(6)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)(2)款(视属情况定)获遵守责
(b) 够执行该责
属免责辩护
375 Director may obtain copies of accounting records during inspection
(1) A company must allow a director of the company to make a copy of its accounting records in the course of inspection
(2) A company must provide a director of the company with a copy of its accounting records without charge if so requested by the director
(3) For the purposes of subsection (2)—
(a) if the director requests a copy of the company’s accounting records in hard copy form the company must provide the copy in hard copy form and
(b) if the director requests a copy of the company’s accounting records in electronic form the company must provide the copy in any electronic form that the company thinks fit
(4) Subsections (2) and (3) do not require a company to provide a director of the company with a copy of its accounting records in electronic form if it keeps its accounting records by recording the information in hard copy form only
(5) If any accounting records are kept by a company by recording the information in electronic form a requirement under this Subdivision for the accounting records to be open to inspection is to be regarded as a requirement—
(a) for a reproduction of the recording in hard copy form to be open to inspection and
(b) for the recording to be open to inspection by electronic means at the request of a person entitled to inspect the accounting records
(6) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (2) commits an offence and is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) If a person is charged with an offence under subsection (6) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) or (2) (as the case may be) was complied with and
(b) was in a position to discharge that duty
376 会计纪录形式
(1) 载公司会计纪录资料须予充分记录令供日参阅
(2) 抵触第(1)款条文公司会计纪录 ——
(a) 采印形式电子形式备存
(b) 董事认合适方式编排
(3) 公司会计纪录采电子形式备存该公司须确保该等纪录够印形式复制
(4) 会计纪录备存方式非藉着钉装簿册作出记项公司须 ——
(a) 采取足够预防措施防止揑改
(b) 采取足够步骤利便发现揑改
(5) 第(1)款遭违反公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(6) 第(3)(4)款遭违反公司名责均属犯罪处第3级罚款
376 Form of accounting records
(1) The information contained in a company’s accounting records must be adequately recorded such that they are available for future reference
(2) Subject to subsection (1) a company’s accounting records may be—
(a) kept in hard copy form or electronic form and
(b) arranged in the manner that the directors think fit
(3) If a company’s accounting records are kept in electronic form the company must ensure that those records are capable of being reproduced in hard copy form
(4) If any accounting records are kept by a company otherwise than by making entries in a bound book the company—
(a) must take adequate precautions to guard against falsification and
(b) must take adequate steps to facilitate the discovery of a falsification
(5) If subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(6) If subsection (3) or (4) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
377 保存会计纪录时期
(1) 条适第373(1)374(2)条规定须备存会计纪录帐目申报表
(2) 公司须保存述纪录帐目申报表7年该7年期间该纪录帐目申报表中作出记项记录事宜关财政年度终结时起计
(3) 公司董事没采取切合理步骤确保第(2)款获遵守属犯罪处罚款300000
(4) 公司董事意没采取切合理步骤确保第(2)款获遵守属犯罪处罚款300000监禁12月
(5) 某控犯第(3)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(2)款获遵守责
(b) 够执行该责
属免责辩护
377 How long accounting records to be preserved
(1) This section applies to any accounting records or any accounts and returns that are required by section 373(1) or 374(2) to be kept
(2) The company must preserve the records or the accounts and returns for 7 years after the end of the financial year to which the last entry made or matter recorded in the records or the accounts and returns relates
(3) A director of a company who fails to take all reasonable steps to secure compliance with subsection (2) commits an offence and is liable to a fine of 300000
(4) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (2) commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(5) If a person is charged with an offence under subsection (3) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (2) was complied with and
(b) was in a position to discharge that duty
378 原讼法庭命令代表董事查阅会计纪录
(1) 原讼法庭应公司董事申请藉命令授权某代表该董事查阅该公司会计纪录
(2) 非原讼法庭指示否述获授权制作关会计纪录文
(3) 原讼法庭作出命令 ——
(a) 述获授权查阅程中取资料作出限制命令
(b) 述获授权第(2) 款制作文权利作出限制命令
(c) 原讼法庭认合适命令
378 Court may order accounting records to be inspected on director’s behalf
(1) On application by a director of a company the Court may by order authorize a person to inspect the company’s accounting records on the director’s behalf
(2) Unless the Court otherwise directs a person so authorized may make copies of the accounting records
(3) The Court may make any or all of the following orders—
(a) an order limiting the use that a person so authorized may make of the information obtained during the inspection
(b) an order limiting the right of a person so authorized to make copies in accordance with subsection (2)
(c) any other order that it thinks fit
第3次分部 —— 财务报表
Subdivision 3—Financial Statements
379 董事须拟备财务报表
(1) 第(2)款规定外公司董事须财政年度拟备符合第380383条报表
(2) 第(3A)款规定外关财政年度终结时公司控权公司董事须该财政年度拟备符合第380381383条综合报表代
(3) 情况第(3A)款适 —— (2018年第35号第42条修订)
(a) 关财政年度终结时公司法团体全资附属公司 (2018年第35号第42条代)
(b) 情况 ——
(i) 关财政年度终结时公司法团体非全资附属公司
(ii) 该财政年度终结前少6月董事书面方式告知成员拟该财政年度拟备综合报表该通知关财政年度
(iii) 直该财政年度终结前3月日期没成员藉方式回应该通知：董事提出书面求求该财政年度拟备综合报表
(c) 情况 ——
(i) 关财政年度终结时公司法团体非全资附属公司
(ii) 该财政年度终结前成员均书面意该财政年度拟备综合报表该意关财政年度 (2018年第35号第42条增补)
(3A) ——
(a) 款第(3)(a)款适——董事须关财政年度拟备 ——
(i) 符合第380383条报表
(ii) 符合第380381383条综合报表
(b) 款第(3)(b)(c)款适——董事须关财政年度拟备符合第380383条报表 (2018年第35号第42条增补)
(4) 根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出财务报表文言该公司董事没采取切合理步骤确第(1)(2)(3A)款获遵守关董事属犯罪处罚款300000
(5) 根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出财务报表文言该公司董事意没采取切合理步骤确第(1)(2)(3A)款获遵守关董事属犯罪处罚款300000监禁12月
(6) 某控犯第(4)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)(2)(3A)款(视属情况定)获遵守责
(b) 够执行该责
属免责辩护
(2018年第35号第42条修订)
379 Directors must prepare financial statements
(1) Subject to subsection (2) a company’s directors must prepare for each financial year statements that comply with sections 380 and 383
(2) Subject to subsection (3A) if the company is a holding company at the end of the financial year the directors must instead prepare for the financial year consolidated statements that comply with sections 380 381 and 383
(3) Subsection (3A) applies— (Amended 35 of 2018 s 42)
(a) if the company is a wholly owned subsidiary of another body corporate at the end of the financial year
(b) if—
(i) the company is a partially owned subsidiary of another body corporate at the end of the financial year
(ii) at least 6 months before the end of the financial year the directors notify the members in writing of the directors’ intention not to prepare consolidated statements for the financial year and the notification does not relate to any other financial year and
(iii) as at a date falling 3 months before the end of the financial year no member has responded to the notification by giving the directors a written request for the preparation of consolidated statements for the financial year or
(c) if—
(i) the company is a partially owned subsidiary of another body corporate at the end of the financial year and
(ii) all members agree in writing before the end of the financial year that consolidated statements will not be prepared for the financial year and the agreement does not relate to any other financial year (Added 35 of 2018 s 42)
(3A) If this subsection applies because of—
(a) subsection (3)(a)—the directors must prepare for the financial year—
(i) statements that comply with sections 380 and 383 or
(ii) consolidated statements that comply with sections 380 381 and 383 or
(b) subsection (3)(b) or (c)—the directors must prepare for the financial year statements that comply with sections 380 and 383 (Added 35 of 2018 s 42)
(4) If as respects any financial statements a copy of which is laid before a company in general meeting under section 429 or sent to a member under section 430 or otherwise circulated published or issued by the company a director of the company fails to take all reasonable steps to secure compliance with subsection (1) (2) or (3A) the director commits an offence and is liable to a fine of 300000
(5) If as respects any financial statements a copy of which is laid before a company in general meeting under section 429 or sent to a member under section 430 or otherwise circulated published or issued by the company a director of the company wilfully fails to take all reasonable steps to secure compliance with subsection (1) (2) or (3A) the director commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(6) If a person is charged with an offence under subsection (4) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) (2) or (3A) (as the case may be) was complied with and
(b) was in a position to discharge that duty
(Amended 35 of 2018 s 42)
380 关财务报表般规定
(1) 关某财政年度周年财务报表须 ——
(a) 真实中肯反映公司该财政年度终结时财务状况
(b) 真实中肯反映公司该财政年度财务表现
(2) 关某财政年度周年综合财务报表须 ——
(a) 真实中肯反映公司附属企业该财政年度终结时整体财务状况
(b) 真实中肯反映公司附属企业该财政年度整体财务表现
(3) ——
(a) 公司关财政年度提交报告方面获豁免关该财政年度财务报表须符合附表4第1部
(b) 公司关财政年度提交报告方面获豁免关该财政年度财务报表须符合附表4第12部
(4) 关某财政年度财务报表须符合 ——
(a) 条例中关该财务报表规定
(b) 适该财务报表会计准
(5) 财务报表言符合第(3)(4)款足根第(1)(2)款作真实中肯反映该财务报表须载该目属必需额外资料
(6) 财务报表言 符合第(3)(4)款根第(1)(2)款作真实中肯反映规定互相抵触该财务报表须 ——
(a) 作真实中肯反映属必需范围放弃符合第(3)(4)款(视属情况定)
(b) 载放弃符合原详情影响
(7) 公司关财政年度提交报告方面获豁免第(1)(2)(5)(6)款适
(8) (2018年第35号第43条废)
(9) 条效力受第382条规限
380 General requirements for financial statements
(1) The annual financial statements for a financial year—
(a) must give a true and fair view of the financial position of the company as at the end of the financial year and
(b) must give a true and fair view of the financial performance of the company for the financial year
(2) The annual consolidated financial statements for a financial year—
(a) must give a true and fair view of the financial position of the company and all the subsidiary undertakings as a whole as at the end of the financial year and
(b) must give a true and fair view of the financial performance of the company and all the subsidiary undertakings as a whole for the financial year
(3) The financial statements for a financial year must comply with—
(a) if the company falls within the reporting exemption for the financial year Part 1 of Schedule 4 or
(b) if the company does not fall within the reporting exemption for the financial year Parts 1 and 2 of Schedule 4
(4) The financial statements for a financial year must also comply with—
(a) any other requirements of this Ordinance in relation to the financial statements and
(b) the accounting standards applicable to the financial statements
(5) If in relation to any financial statements compliance with subsections (3) and (4) would be insufficient to give a true and fair view under subsection (1) or (2) the financial statements must contain all additional information necessary for that purpose
(6) If in relation to any financial statements compliance with subsection (3) or (4) would be inconsistent with a requirement to give a true and fair view under subsection (1) or (2) the financial statements—
(a) must depart from subsection (3) or (4) (as the case may be) to the extent necessary for it to give a true and fair view and
(b) must contain the reasons for and the particulars and effect of the departure
(7) Subsections (1) (2) (5) and (6) do not apply if the company falls within the reporting exemption for the financial year
(8) (Repealed 35 of 2018 s 43)
(9) This section has effect subject to section 382
381 周年综合财务报表须涵盖附属企业
(1) 第(2)(3)款规定外关某财政年度周年综合财务报表须涵盖公司附属企业
(2) 公司关财政年度提交报告方面获豁免遵适该报表会计准间间附属企业豁周年综合报表外
(3) 公司关财政年度提交报告方面获豁免 ——
(a) 周年综合财务报表否涵盖间附属企业第380(2)(a)(b)条述真实中肯反映财务状况财务表现目言属关重该附属企业豁该报表外
(b) 周年综合财务报表否涵盖作整体间附属企业第380(2)(a)(b)条述真实中肯反映财务状况财务表现目言属关重该等附属企业豁该报表外
(4) 条效力受第382条规限
381 Subsidiary undertakings to be included in annual consolidated financial statements
(1) Subject to subsections (2) and (3) the annual consolidated financial statements for a financial year must include all the subsidiary undertakings of the company
(2) Where the company falls within the reporting exemption for the financial year one or more subsidiary undertakings may be excluded from the annual consolidated financial statements in compliance with the accounting standards applicable to the statements
(3) Where the company does not fall within the reporting exemption for the financial year—
(a) one subsidiary undertaking may be excluded from the annual consolidated financial statements if the inclusion of the subsidiary undertaking is not material for the purpose of giving a true and fair view of the financial position and of the financial performance mentioned in section 380(2)(a) and (b) and
(b) more than one subsidiary undertaking may be excluded from the annual consolidated financial statements if the inclusion of those subsidiary undertakings taken together is not material for the purpose of giving a true and fair view of the financial position and of the financial performance mentioned in section 380(2)(a) and (b)
(4) This section has effect subject to section 382
382 补充第380381条条文
(1) 私公司某财政年度中时间出现情况条适 ——
(a) 该公司违反章程细施加限制情况登记该公司股份转
(b) 该公司成员数超出第11(1)(a)(ii)条指明数
(c) 该公司邀请公众士认购该公司股份债权证
(2) 关公司关关财政年度财务报表须犹该公司公众公司情况符合第380381条规定
(3) 原讼法庭应关公司关事宜利害关系申请命令第(1)(2)款适
(4) 原讼法庭认公正合宜条款条件作出述命令
(5) 原讼法庭非信纳事宜否作出述命令 ——
(a) 第(1)(a)(b)(c)款述情况出现属意外
(b) 该情况出现属心失充分致
(c) 基理予宽免公正公
382 Provisions supplementary to sections 380 and 381
(1) This section applies if at any time during a financial year of a private company—
(a) the company registers any transfer of shares in the company in contravention of the restrictions imposed by the company’s articles
(b) the membership of the company exceeds the number specified in section 11(1)(a)(ii) or
(c) the company makes an invitation to the public to subscribe for any shares or debentures of the company
(2) The financial statements of the company for the financial year must comply with sections 380 and 381 as if the company were a public company
(3) The Court may on the application of the company or a person interested in the matter order that subsections (1) and (2) do not apply
(4) The Court may make the order on any terms and conditions that the Court thinks just and expedient
(5) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (1)(a) (b) or (c) was accidental
(b) it was due to inadvertence or to some other sufficient cause that the event occurred or
(c) it is just and equitable to grant the relief on other grounds
383 财务报表附注须载董事薪酬等资料
(1) 某财政年度财务报表须附注载规例款施行订明关事宜资料 ——
(a) 董事薪酬
(b) 董事退休利益
(c) 董事终止服务作出付款提供利益(该董事董事身分提供该服务出董事期间身分提供该服务)
(d) 士作出贷款类似贷款惠士交易 ——
(i) 关公司董事该公司控权公司董事
(ii) 受该等董事控制法团体
(iii) 该等董事关连实体
(e) 董事该公司订立交易安排合约中具具相分量利害关系 (2018年第35号第44条修订)
(f) 获提供服务予第三者代价第三者提供服务收取代价：委派某出董事委派某出董事期间身分提供服务
(2) 第(1)款中 ——
(a) 提述董事 ——
(i) 第(1)(b)款言包括前董事
(ii) 第(1)(c)款言包括前董事幕董事
(iii) 第(1)(d)(e)款言包括幕董事
(b) 提述受董事控制法团体具第492条予涵义
(c) 提述董事关连实体具第486条予涵义
(3) 第(1)(d)款规定公司遵守规例款施行订明规定关财务报表须载规例第(1)(d)款施行订明资料
(4) 财务报表附注须符合规例订明规定
(5) 公司董事幕董事5年公司董事幕董事须公司发出关符合说明事宜通知 ——
(a) 规例订明
(b) 关该
(c) 第(1)款目属必需
(6) 违反第(5)款属犯罪处第5级罚款
383 Notes to financial statements to contain information on directors’ emoluments etc
(1) The financial statements for a financial year must contain in the notes to the statements the information prescribed by the Regulation for the purposes of this subsection about the following—
(a) the directors’ emoluments
(b) the directors’ retirement benefits
(c) payments made or benefit provided in respect of the termination of the service of directors whether in the capacity of directors or in any other capacity while directors
(d) loans quasiloans and other dealings in favour of—
(i) directors of the company and of a holding company of the company
(ii) bodies corporate controlled by such directors and
(iii) entities connected with such directors
(e) material interests of directors in transactions arrangements or contracts entered into by the company (Amended 35 of 2018 s 44)
(f) consideration provided to or receivable by third parties for making available the services of a person as director or in any other capacity while director
(2) In subsection (1)—
(a) a reference to a director—
(i) in the case of subsection (1)(b) includes a former director
(ii) in the case of subsection (1)(c) includes a former director and shadow director and
(iii) in the case of subsection (1)(d) and (e) includes a shadow director
(b) a reference to a body corporate controlled by a director has the meaning given by section 492 and
(c) a reference to an entity connected with a director has the meaning given by section 486
(3) Despite subsection (1)(d) the financial statements for a financial year are not required to contain the information prescribed by the Regulation for the purposes of that subsection if the company complies with the requirements prescribed by the Regulation for the purposes of this subsection
(4) The notes to any financial statements must also comply with other requirements prescribed by the Regulation
(5) A person who is or has been during the preceding 5 years a director or shadow director of a company must give notice to the company of any matter that—
(a) is prescribed by the Regulation
(b) relates to the person and
(c) is necessary for the purposes of subsection (1)
(6) A person who contravenes subsection (5) commits an offence and is liable to a fine at level 5
384 须载财务报表附注详情登记册
(1) 非第383(3)条某详情便须第383(1)(d)条规定载关某财政年度财务报表附注公司须登记册记入该等详情
(2) 公司须述登记册备存关详情少10年该期间记入该等详情日期起计
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款
384 Register of particulars not required to be contained in notes to financial statements
(1) A company must enter into a register the particulars that would but for section 383(3) be required by section 383(1)(d) to be contained in the notes to the financial statements for a financial year
(2) A company must keep the particulars in the register for at least 10 years after the date on which the particulars are entered
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
385 须处备存第384条述登记册
(1) 公司须第384条述登记册备存 ——
(a) 该公司注册办事处
(b) 根第657条订立规例订明方
(2) 公司须备存第384条述登记册方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(3) 备存第384条述登记册方更改(公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(4) 第(2)款规定公司情况备存第384条述登记册方通知处长 ——
(a) 条生效日期#日开始存登记册言该登记册时刻备存该公司注册办事处
(b) ——
(i) 紧接该生效日期#前该公司前身条例第161BB条施行备存某登记册
(ii) 该生效日期#日该登记册紧接该生效日期#前备存该登记册方作第384条目登记册备存
(5) 公司违反第(1)(2)(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
385 Place where register mentioned in section 384 must be kept
(1) A company must keep the register mentioned in section 384 at—
(a) the company’s registered office or
(b) a place prescribed by regulations made under section 657
(2) A company must notify the Registrar of the place at which the register mentioned in section 384 is kept The notice must be in the specified form and be delivered to the Registrar for registration within 15 days after the register is first kept at that place
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register mentioned in section 384 is kept The notice must be in the specified form and be delivered to the Registrar for registration within 15 days after the change
(4) Subsection (2) does not require a company to notify the Registrar of the place at which the register mentioned in section 384 is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this section it has at all times been kept at the company’s registered office or
(b) if—
(i) immediately before that commencement date# the company kept a register for the purposes of section 161BB of the predecessor Ordinance and
(ii) on and after that commencement date# that register is kept as a register for the purposes of section 384 at the place at which that register was kept immediately before that commencement date# (Amended 35 of 2018 s 45)
(5) If a company contravenes subsection (1) (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
386 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司根第384条备存登记册
(2) 公司成员提出求缴付订明费权根第657条订立规例获提供该公司根第384条备存登记册(部分)文
(3) 条中 ——
订明(prescribed)指根第657条订立规例订明
386 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect the register kept by the company under section 384 in accordance with regulations made under section 657
(2) A member of a company is entitled on request and on payment of a prescribed fee to be provided with a copy of the register kept by the company under section 384 or any part of it in accordance with regulations made under section 657
(3) In this section—
prescribed (订明) means prescribed by regulations made under section 657
387 财务状况表须批准签署
(1) 属财务报表部分财务状况表 ——
(a) 须董事批准
(b) 须 ——
(i) 2名董事代表该等董事签署
(ii) (公司名董事)该名董事签署
(2) 份属财务报表部分财务状况表根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出均须述明代表董事签署该财务状况表姓名名称
(3) 公司传阅发布发出财务报表文言第(1)款遭违反该公司名责均属犯罪处第4级罚款
(4) 第(2)款遭违反公司名责均属犯罪处第4级罚款
387 Statement of financial position to be approved and signed
(1) A statement of financial position that forms part of any financial statements—
(a) must be approved by the directors and
(b) must be signed—
(i) by 2 directors on the directors’ behalf or
(ii) in the case of a company having only one director by the director
(2) Every copy of a statement of financial position that forms part of any financial statements laid before a company in general meeting under section 429 or sent to a member under section 430 or otherwise circulated published or issued by the company must state the name of the person who signed the statement on the directors’ behalf
(3) If as respects any financial statements a copy of which is circulated published or issued by the company subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
(4) If subsection (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
第4次分部 —— 董事报告
Subdivision 4—Directors’ Report
388 董事须拟备董事报告
(1) 公司董事须财政年度拟备符合说明报告 ——
(a) 符合第390543(2)条附表5
(b) 载规例订明资料
(c) 符合规例订明规定
(2) 第(1)款规定公司某财政年度控权公司董事该财政年度拟备周年综合财务报表董事须该财政年度拟备符合说明综合报告代 ——
(a) 符合第390543(2)条附表5
(b) 载规例订明资料
(c) 符合规例订明规定
(3) 情况第(1)(2)款规定关某财政年度董事报告须符合附表5 ——
(a) 关公司该财政年度提交报告方面获豁免
(b) 该财政年度终结时关公司法团体全资附属公司 (2018年第35号第46条修订)
(c) 关公司私公司该财政年度提交报告方面获豁免成员通项该公司该财政年度拟备该附表规定业务审视特决议
(4) (3)(c)款目通决议 ——
(a) ——
(i) 某财政年度通
(ii) 某财政年度财政年度通
(b) 须关董事报告关财政年度终结前少6 月通
(c) 藉特决议撤销
(5) 第(1)(2)(3)款效力受第389条规限
(6) 公司董事没采取切合理步骤确第(1)(2)款获遵守属犯罪处罚款150000
(7) 公司董事意没采取切合理步骤确第(1)(2)款获遵守属犯罪处罚款150000监禁6月
(8) 某控犯第(6)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)(2)款(视属情况定)获遵守责
(b) 够执行该责
属免责辩护
388 Directors must prepare directors’ report
(1) A company’s directors must prepare for each financial year a report that—
(a) complies with sections 390 and 543(2) and Schedule 5
(b) contains the information prescribed by the Regulation and
(c) complies with other requirements prescribed by the Regulation
(2) Despite subsection (1) if the company is a holding company in a financial year and the directors prepare annual consolidated financial statements for the financial year the directors must instead prepare for the financial year a consolidated report that—
(a) complies with sections 390 and 543(2) and Schedule 5
(b) contains the information prescribed by the Regulation and
(c) complies with other requirements prescribed by the Regulation
(3) Subsection (1) or (2) does not require the directors’ report for a financial year to comply with Schedule 5 if—
(a) the company falls within the reporting exemption for the financial year
(b) the company is a wholly owned subsidiary of another body corporate at the end of the financial year or (Amended 35 of 2018 s 46)
(c) the company is a private company that does not fall within the reporting exemption for the financial year and a special resolution is passed by the members to the effect that the company is not to prepare a business review required by that Schedule for the financial year
(4) A resolution for the purposes of subsection (3)(c)—
(a) may be passed in relation to—
(i) a financial year or
(ii) a financial year and every subsequent financial year
(b) must be passed at least 6 months before the end of the financial year to which the directors’ report relates and
(c) may only be revoked by a special resolution
(5) Subsections (1) (2) and (3) have effect subject to section 389
(6) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (2) commits an offence and is liable to a fine of 150000
(7) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) or (2) commits an offence and is liable to a fine of 150000 and to imprisonment for 6 months
(8) If a person is charged with an offence under subsection (6) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) or (2) (as the case may be) was complied with and
(b) was in a position to discharge that duty
389 第388条补充条文
(1) 私公司某财政年度中时间出现情况条适 ——
(a) 该公司违反章程细施加限制情况登记该公司股份转
(b) 该公司成员数超出第11(1)(a)(ii)条指明数
(c) 该公司邀请公众士认购该公司股份债权证
(2) 关关财政年度董事报告须犹关公司公众公司情况符合第388条规定
(3) 原讼法庭应关公司关事宜利害关系申请命令第(1)(2)款适
(4) 原讼法庭认公正合宜条款条件作出述命令
(5) 原讼法庭非信纳事宜否作出述命令 ——
(a) 第(1)(a)(b)(c)款述情况出现属意外
(b) 该情况出现属心失充分致
(c) 基理予宽免公正公
389 Provisions supplementary to section 388
(1) This section applies if at any time during a financial year of a private company—
(a) the company registers any transfer of shares in the company in contravention of the restrictions imposed by the company’s articles
(b) the membership of the company exceeds the number specified in section 11(1)(a)(ii) or
(c) the company makes an invitation to the public to subscribe for any shares or debentures of the company
(2) The directors’ report for the financial year is required to comply with section 388 as if the company were a public company
(3) The Court may on the application of the company or a person interested in the matter order that subsections (1) and (2) do not apply
(4) The Court may make the order on any terms and conditions that the Court thinks just and expedient
(5) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (1)(a) (b) or (c) was accidental
(b) it was due to inadvertence or to some other sufficient cause that the event occurred or
(c) it is just and equitable to grant the relief on other grounds
390 董事报告容：般规定
(1) 关某财政年度董事报告须载 ——
(a) 期间属公司董事姓名名称 ——
(i) 该财政年度
(ii) 该财政年度终结时起报告日期止期间
(b) 该公司该财政年度期间活动
(2) 董事报告须载符合说明事宜详情 ——
(a) 成员解公司事务状况言事关重事宜
(b) 董事认披露该事宜详情会损公司业务
(3) 第(4)款规定外条根第388(2)条须拟备董事报告具效力犹第(1)(2)款中提述关公司提述 —— (2018年第35号第47条修订)
(a) 该公司
(b) 关关财政年度周年综合财务报表涵盖附属企业
(4) 第(5)款指明条件均获符合条根第388(2)条须拟备董事报告具效力犹第(1)(b)(2)款中提述公司提述 ——
(a) 关公司
(b) 关关财政年度周年综合财务报表涵盖附属企业 (2018年第35号第47条增补)
(5) 关条件 ——
(a) 关公司关财政年度终结时属附属企业控权公司
(b) 该附属企业董事名单言第(6)款获符合述董事名单指该附属企业期间名董事姓名名称名单 ——
(i) 该财政年度
(ii) 该财政年度终结时起报告日期止期间 (2018年第35号第47条增补)
(6) 关姓名名称名单 ——
(a) 须第(7)款指明整段期间 ——
(i) 备存关公司注册办事处
(ii) 办公时间免费提供予成员查阅
(b) 须该整段期间该公司网站提供 (2018年第35号第47条增补)
(7) 关期间 ——
(a) 时间开始：公司第430612(1)(b)条董事报告文送交提供予成员日期日届满时
(b) 时间终结：第430612(1)(b)条关财政年度董事报告文送交提供予成员日期日 (2018年第35号第47条增补)
390 Contents of directors’ report general
(1) A directors’ report for a financial year must contain—
(a) the name of every person who was a director of the company—
(i) during the financial year or
(ii) during the period beginning with the end of the financial year and ending on the date of the report and
(b) the principal activities of the company in the course of the financial year
(2) A directors’ report must contain particulars of any other matter—
(a) that is material for the members’ appreciation of the state of the company’s affairs and
(b) the disclosure of which will not in the directors’ opinion be harmful to the business of the company
(3) Subject to subsection (4) this section has effect in relation to a directors’ report required to be prepared under section 388(2) as if a reference to the company in subsection (1) or (2) were a reference to— (Amended 35 of 2018 s 47)
(a) the company and
(b) the subsidiary undertakings included in the annual consolidated financial statements for the financial year
(4) If both of the conditions specified in subsection (5) are satisfied this section has effect in relation to a directors’ report required to be prepared under section 388(2) as if a reference to the company in subsections (1)(b) and (2) were a reference to—
(a) the company and
(b) the subsidiary undertakings included in the annual consolidated financial statements for the financial year (Added 35 of 2018 s 47)
(5) The conditions are—
(a) the company is a holding company of a subsidiary undertaking at the end of the financial year and
(b) subsection (6) is complied with in respect of a list of the name of every person who was a director of the subsidiary undertaking—
(i) during the financial year or
(ii) during the period beginning with the end of the financial year and ending on the date of the report (Added 35 of 2018 s 47)
(6) The list of the names—
(a) must throughout the period specified in subsection (7) be—
(i) kept at the company’s registered office and
(ii) made available for inspection by the members free of charge during business hours or
(b) must be made available on the company’s website throughout that period (Added 35 of 2018 s 47)
(7) The period is one that—
(a) begins on the expiry of the day on which the company sends or provides a copy of the directors’ report to the members in accordance with section 430 or 612(1)(b) and
(b) ends on the day on which a copy of the directors’ report for the subsequent financial year is sent or provided to the members in accordance with section 430 or 612(1)(b) (Added 35 of 2018 s 47)
391 董事报告须批准签署
(1) 董事报告 ——
(a) 须董事批准
(b) 须名董事公司秘书代表该等董事签署
(2) 份根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出董事报告均须述明代表董事签署该报告姓名名称
(3) 公司传阅发布发出董事报告文言第(1)款遭违反该公司名责均属犯罪处第4级罚款
(4) 第(2)款遭违反公司名责均属犯罪处第4级罚款
391 Directors’ report to be approved and signed
(1) A directors’ report—
(a) must be approved by the directors and
(b) must be signed on the directors’ behalf by a director or by the company secretary
(2) Every copy of a directors’ report laid before a company in general meeting under section 429 or sent to a member under section 430 or otherwise circulated published or issued by the company must state the name of the person who signed the report on the directors’ behalf
(3) If as respects any directors’ report a copy of which is circulated published or issued by the company subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
(4) If subsection (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
第5分部 —— 核数师核数师报告
Division 5—Auditor and Auditor’s Report
第1次分部 —— 导言
Subdivision 1—Preliminary
392 释义
分部中 ——
委期 (appointment period)某财政年度言指两日期中较早者起计28日期间 ——
(a) 根第430(3)612(1)(b)条公司名成员送交提供(视属情况定)关财政年度报告文件文日期
(b) 根第430(3)612(1)(b)条须公司名成员送交提供(视属情况定)关财政年度报告文件文限期日
停陈述 (cessation statement)指根第422(1)(2)(3)423(2)(a)条予陈述
执业单位 (practice unit)具专业会计师条例(第50章) 第2(1)条予该词涵义
情况陈述 (statement of circumstances)指根第424(a)425(1)(a)条予陈述
(编辑修订——2013年第1号编辑修订纪录)
392 Interpretation
In this Division—
appointment period (委期) in relation to a financial year means the period of 28 days beginning on whichever is the earlier of the following—
(a) the date on which a copy of the reporting documents for the previous financial year is sent or provided to every member of the company under section 430(3) or 612(1)(b) (as the case may be)
(b) the last date on which a copy of the reporting documents for the previous financial year must be sent or provided to every member of the company under section 430(3) or 612(1)(b) (as the case may be)
cessation statement (停陈述) means a statement given under section 422(1) (2) or (3) or 423(2)(a)
practice unit (执业单位) has the meaning given by section 2(1) of the Professional Accountants Ordinance (Cap 50)
statement of circumstance (情况陈述) means a statement given under section 424(a) or 425(1)(a)
第2次分部 —— 核数师委
Subdivision 2—Appointment of Auditor
393 获委资格
(1) 执业单位方资格根次分部获委公司核数师
(2) 士丧失根次分部获委公司核数师资格 ——
(a) 该公司高级员雇员
(b) (a)段述合伙雇员
(c) 符合说明士 ——
(i) (a)(b)段丧失获委述企业核数师资格：该公司附属企业母企业该母企业附属企业
(ii) 假该企业间公司便丧失获委资格
(3) 条中提述公司高级员雇员包括该公司核数师
393 Eligibility for appointment
(1) Only a practice unit is eligible for appointment as auditor of a company under this Subdivision
(2) The following are disqualified for appointment as auditor of a company under this Subdivision—
(a) a person who is an officer or employee of the company
(b) a person who is a partner or employee of a person mentioned in paragraph (a)
(c) a person who—
(i) is by virtue of paragraph (a) or (b) disqualified for appointment as auditor of any other undertaking that is a subsidiary undertaking or a parent undertaking of the company or is a subsidiary undertaking of that parent undertaking or
(ii) would be so disqualified if the undertaking were a company
(3) In this section a reference to an officer or employee of a company excludes an auditor of the company
394 须财政年度委核数师
(1) 须公司财政年度委核数师
(2) 核数师根次分部委
394 Auditor must be appointed for each financial year
(1) An auditor must be appointed for each financial year of a company
(2) An auditor may be appointed only under this Subdivision
395 董事委首核数师
(1) 条适公司 ——
(a) 根条例组成注册公司
(b) 根附表11释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司
(2) 公司须第610条首财政年度举行周年成员会董事该会前时间该首财政年度委该公司核数师
(3) 公司第612(1)(2)条须第610条首财政年度举行周年成员会董事财政年度委期前时间该首财政年度委该公司核数师
395 Appointment of first auditor by directors
(1) This section applies to—
(a) a company formed and registered under this Ordinance and
(b) a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
(2) If the company is required to hold an annual general meeting in accordance with section 610 in respect of its first financial year the directors may appoint the auditor of the company for that first financial year at any time before the annual general meeting
(3) If by virtue of section 612(1) or (2) the company is not required to hold an annual general meeting in accordance with section 610 in respect of its first financial year the directors may appoint the auditor of the company for that first financial year at any time before the appointment period in relation to the next financial year
396 公司成员委核数师
(1) 公司须藉财政年度举行周年成员会通决议某财政年度委该公司核数师
(2) 公司第612(2)条须第610条财政年度举行周年成员会第(1)款适该公司
(3) 公司某财政年度委该公司核数师 ——
(a) 该公司第612(2)条须第610条财政年度举行周年成员会
(b) 没根第403条作该财政年度度获委该公司核数师
该公司须藉成员会通决议作出该项委
(4) 第(3)款指委须关财政年度委期终结前作出
(5) 公司没财政年度举行周年成员会某财政年度委该公司核数师该公司须藉成员会通决议作出该项委
(6) 第395条适公司言董事没根该条该公司首财政年度委该公司核数师该公司藉成员会通决议作出该项委
396 Appointment of auditor by company members
(1) A company must appoint the auditor of the company for a financial year by a resolution passed at the annual general meeting held in respect of the previous financial year
(2) Subsection (1) does not apply to a company that by virtue of section 612(2) is not required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year
(3) A company must appoint the auditor of the company for a financial year by a resolution passed at a general meeting if—
(a) by virtue of section 612(2) it is not required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year and
(b) no person is deemed to be reappointed as auditor of the company for the financial year under section 403
(4) An appointment under subsection (3) must be made before the end of the appointment period in relation to the financial year
(5) If at the annual general meeting held in respect of the previous financial year a company has not appointed the auditor of the company for a financial year the company must make the appointment by a resolution passed at another general meeting
(6) A company to which section 395 applies may by a resolution passed at a general meeting appoint the auditor of the company for its first financial year if the directors have not done so under that section
397 填补期中空缺作出委
(1) 公司核数师职位出现期中空缺董事委填补该空缺
(2) 董事没述期中空缺出现月委填补该空缺成员藉成员会通决议委填补该空缺
397 Appointment to fill casual vacancy
(1) The directors may appoint a person to fill a casual vacancy in the office of auditor of the company
(2) If the directors have not done so within one month after the casual vacancy occurs the members may by a resolution passed at a general meeting appoint a person to fill the casual vacancy
398 原讼法庭委核数师
(1) 情况原讼法庭应公司成员申请某财政年度委该公司核数师 ——
(a) 该公司须第610条财政年度举行周年成员会 ——
(i) 该会没该财政年度获委该公司核数师
(ii) 没该条举行周年成员会
(b) 该公司第612(2)条须第610条财政年度举行周年成员会 ——
(i) 该财政年度委期终结时没该财政年度获委该公司核数师
(ii) 没根第403条作该财政年度度获委该公司核数师
(2) 没根第395(2)(3)条作出委没根第396(6)条作出委原讼法庭应第395条适公司成员申请该公司首财政年度委该公司核数师
(3) 没根第397条作出委原讼法庭应公司成员申请委填补该公司核数师职位期中空缺
398 Appointment of auditor by Court
(1) The Court may on application by a member of a company appoint the auditor of the company for a financial year if—
(a) in the case of a company required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year—
(i) at the annual general meeting no person has been appointed as auditor of the company for the financial year or
(ii) an annual general meeting has not been held in accordance with that section or
(b) in the case of a company not required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year by virtue of section 612(2)—
(i) at the end of the appointment period in relation to the financial year no person has been appointed as auditor of the company for the financial year and
(ii) no person is deemed to be reappointed as auditor of the company for the financial year under section 403
(2) The Court may on application by a member of a company to which section 395 applies appoint the auditor of the company for its first financial year if an appointment has not been made under sections 395(2) or (3) and 396(6)
(3) The Court may on application by a member of a company appoint a person to fill a casual vacancy in the office of auditor of the company if an appointment has not been made under section 397
399 委商号核数师效果
某商号商号名义获委公司核数师该项委须视符合说明士委 ——
(a) 该项委效期时担该商号合伙
(b) 资格根次分部获委该公司核数师没丧失该资格
399 Effect of appointing a firm as auditor
If a firm is appointed by the firm name as auditor of a company the appointment is to be regarded as an appointment of those persons who—
(a) are the partners in the firm from time to time during the currency of the appointment and
(b) are eligible and not disqualified for appointment as auditor of the company under this Subdivision
400 某情况委核数师须发出特通知
(1) 决议须该决议发出特通知 ——
(a) 建议第396(1)(3)(5)条目通项旨委某担核数师代指明决议
(b) 建议第397(2)条目通决议
附注——
请参阅第578 条该条列出关特通知规定
(2) 指明董事根第397(1)条委该核数师填补核数师职位期中空缺担核数师须建议第396(1)(3)(5)条目通项旨委该核数师决议发出特通知
(3) 公司收特通知须该通知文 ——
(a) 送交建议委核数师
(b) 送交 ——
(i) (属建议根第396(1)(3)(5)条委某代指明情况)该
(ii) (属建议根第396(1)(3)(5)条委某名根第397(1)(2)条作出委填补辞职出现期中空缺担核数师指明情况)该名辞职
(4) 条中 ——
指明 (specified incumbent)指 ——
(a) 新担公司核数师该核数师期已届满
(b) 核数师期会时间届满 ——
(i) 成员会结束时
(ii) 关财政年度委期终结时
400 Special notice required for resolution for appointing auditor in some cases
(1) Special notice is required for—
(a) a resolution proposed for the purposes of section 396(1) (3) or (5) for appointing a person as auditor in place of a specified incumbent and
(b) a resolution proposed for the purposes of section 397(2)
Note—
See also section 578 which sets out the requirements regarding special notice
(2) Special notice is also required for a resolution proposed for the purposes of section 396(1) (3) or (5) for appointing a specified incumbent as auditor if that incumbent holds office by virtue of an appointment by the directors to fill a casual vacancy under section 397(1)
(3) On receipt of a special notice the company must send a copy of it—
(a) to the person proposed to be appointed as auditor and
(b) in the case of—
(i) a proposed appointment under section 396(1) (3) or (5) of a person in place of a specified incumbent to that incumbent or
(ii) a proposed appointment under section 396(1) (3) or (5) of a specified incumbent who holds office by virtue of an appointment under section 397(1) or (2) to fill a casual vacancy caused by a resignation to the person who resigned
(4) In this section—
specified incumbent (指明) means—
(a) the person who is the last auditor of the company and whose term of office as auditor has expired or
(b) the person whose term of office as auditor will expire—
(i) at the end of the general meeting or
(ii) at the end of the appointment period in relation to the financial year concerned
401 议决委书面决议文须送交新旧核数师
(1) 第(2)款指明核数师委拟藉公司成员书面决议作出条适
(2) 述委 ——
(a) 根第396(1)(3)(5)条委某代指明
(b) 根第396(1)(3)(5)条委某名根第397(1)(2)条作出委填补辞职出现期中空缺担核数师指明
(3) 公司收建议决议文须该文 ——
(a) 送交建议委核数师
(b) 送交 ——
(i) (属第(2)(a)款情况)指明
(ii) (属第(2)(b)款情况)辞职
(4) 公司违反第(3)款关书面决议属效
(5) 条中 ——
指明 (specified incumbent)指 ——
(a) 新担公司核数师该核数师期已届满
(b) 核数师期会关财政年度委期终结时届满
401 Copies of written resolution for appointment must be sent to new and old auditors
(1) This section applies if an appointment of an auditor specified in subsection (2) is proposed to be effected by a written resolution of the members of a company
(2) The appointment is—
(a) an appointment under section 396(1) (3) or (5) of a person in place of a specified incumbent or
(b) an appointment under section 396(1) (3) or (5) of a specified incumbent who holds office by virtue of an appointment under section 397(1) or (2) to fill a casual vacancy caused by a resignation
(3) On receipt of a copy of the proposed resolution the company must send a copy of it—
(a) to the person proposed to be appointed as auditor and
(b) in the case of—
(i) subsection (2)(a) to the specified incumbent or
(ii) subsection (2)(b) to the person who resigned
(4) If a company contravenes subsection (3) the written resolution is ineffective
(5) In this section—
specified incumbent (指明) means—
(a) the person who is the last auditor of the company and whose term of office as auditor has expired or
(b) the person whose term of office as auditor will expire at the end of the appointment period in relation to the financial year concerned
402 核数师期
(1) 获委公司核数师委条款担该职位
(2) 第(1)款规定 ——
(a) 获委公司核数师前核数师委终止前担该职位
(b) 根第395396397398条某财政年度获委公司核数师直担该职位直 ——
(i) (该公司第610条该财政年度举行周年成员会)该周年成员会结束时
(ii) (该公司第612(1)条没第610条该财政年度举行周年成员会)第612(1)条目通书面决议日期
(iii) (该公司第612(2)条没第610条该财政年度举行周年成员会)财政年度委期终结时
402 Terms of office of auditor
(1) A person appointed as auditor of a company holds office in accordance with the terms of the appointment
(2) Despite subsection (1)—
(a) a person appointed as auditor of a company does not take office until the previous auditor’s appointment is terminated and
(b) a person appointed as auditor of a company for a financial year under section 395 396 397 or 398 holds office until—
(i) if the company holds an annual general meeting in accordance with section 610 in respect of the financial year the end of the annual general meeting
(ii) if by virtue of section 612(1) the company does not hold an annual general meeting in accordance with section 610 in respect of the financial year the date of the written resolution passed for the purposes of section 612(1) or
(iii) if by virtue of section 612(2) the company does not hold an annual general meeting in accordance with section 610 in respect of the financial year the end of the appointment period in relation to the next financial year
403 须作度获委核数师
(1) ——
(a) 公司第612(2)条须第610条关财政年度举行周年成员会
(b) 财政年度委期终结时没该财政年度获委该公司核数师
该委期终结时担该公司核数师须作该时刻相委条款该财政年度度获委该公司核数师
(2) 第(1)款规定情况关作财政年度度获委公司核数师 ——
(a) 该根第395397(1)条获委核数师
(b) 该公司章程细规定须作出实际委
(c) 该根该款作度获委前成员已成员会通决议议决该应该财政年度度获委核数师
(d) 该已该财政年度委期终结前少14日藉送交该公司书面通知拒绝度获委
(e) 该应度获委决议表决权成员中占少达需百分表决权成员该公司发出符合第(5)款通知
(3) 建议第(2)(c)款目通决议须该决议发出特通知
附注——
请参阅第578条该条列出关特通知规定
(4) 公司收特通知须该通知文送交建议度获委
(5) 第(2)(e)款指通知 ——
(a) 须述明关应度获委
(b) 须发出该通知成员认证
(c) 须印形式电子形式交付公司
(d) 须紧接度委应会生效时间前会计参期终结前送抵公司
(6) 条影响第6 次分部实施
(7) 某基理停核数师厘定须付予该补偿损害赔偿时失根条作度获委核数师机会须予考虑
(8) 条中 ——
需百分 (requisite percentage) 指5公司章程细条目指明较低百分
403 Person deemed to be reappointed as auditor
(1) If—
(a) by virtue of section 612(2) a company is not required to hold an annual general meeting in accordance with section 610 in respect of a financial year and
(b) at the end of the appointment period in relation to the next financial year no person has been appointed as auditor of the company for that next financial year
the person who is the auditor of the company as at the end of that appointment period is deemed to be reappointed at that time as auditor of the company for that next financial year on the same terms of appointment
(2) Despite subsection (1) the person is not deemed to be reappointed as auditor of the company for the next financial year if—
(a) the person was appointed as auditor under section 395 or 397(1)
(b) the company’s articles require an actual appointment
(c) before the person is deemed to be reappointed under that subsection the members have by a resolution passed at a general meeting resolved that the person should not be reappointed as auditor for that next financial year
(d) the person declines the reappointment in a written notice sent to the company at least 14 days before the end of the appointment period in relation to that next financial year or
(e) members representing at least the requisite percentage of the voting rights of all the members who would be entitled to vote on a resolution that the person should not be reappointed give the company a notice complying with subsection (5)
(3) Special notice is required for a resolution proposed for the purposes of subsection (2)(c)
Note—
See also section 578 which sets out the requirements regarding special notice
(4) On receipt of a special notice the company must send a copy of it to the person proposed not to be reappointed
(5) A notice for the purposes of subsection (2)(e)—
(a) must state that the person should not be reappointed
(b) must be authenticated by the member or members giving it
(c) must be delivered to the company in hard copy form or electronic form and
(d) must be received by the company before the end of the accounting reference period immediately preceding the time when the reappointment would have effect
(6) This section does not affect the operation of Subdivision 6
(7) In ascertaining the amount of any compensation or damages payable to a person on ceasing to hold office of auditor for any reason no account is to be taken of any loss of the opportunity of being deemed to be reappointed as auditor under this section
(8) In this section—
requisite percentage (需百分) means 5 or a lower percentage specified for the purposes of this section in the company’s articles
404 核数师酬金
(1) 成员委公司核数师酬金 ——
(a) 藉成员会通决议厘定
(b) 藉该决议指明方式厘定
(2) 董事委公司核数师酬金 ——
(a) 董事作出委时厘定
(b) (董事没厘定该酬金) ——
(i) 藉成员会通决议厘定
(ii) 藉该决议指明方式厘定
(3) 原讼法庭委公司核数师酬金 ——
(a) 原讼法庭作出委时厘定
(b) (原讼法庭没厘定该酬金) ——
(i) 藉成员会通决议厘定
(ii) 藉该决议指明方式厘定
(4) 条中 ——
酬金 (remuneration)公司核数师言包括该公司该核数师开支支付款项
404 Auditor’s remuneration
(1) The remuneration of an auditor of a company appointed by the members may be fixed—
(a) by a resolution passed at a general meeting or
(b) in the manner specified in such a resolution
(2) The remuneration of an auditor of a company appointed by the directors—
(a) may be fixed by the directors when making the appointment or
(b) if it has not been fixed by the directors may be fixed—
(i) by a resolution passed at a general meeting or
(ii) in the manner specified in such a resolution
(3) The remuneration of an auditor of a company appointed by the Court—
(a) may be fixed by the Court when making the appointment or
(b) if it has not been fixed by the Court may be fixed—
(i) by a resolution passed at a general meeting or
(ii) in the manner specified in such a resolution
(4) In this section—
remuneration (酬金) in relation to an auditor of a company includes any sum paid by the company in respect of the expenses of the auditor
第3次分部 —— 核数师报告
Subdivision 3—Auditor’s Report
405 核数师拟备报告职责
公司核数师须符合说明董事拟备财务报表拟备份成员提交报告︰该核数师该报表文根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出
405 Auditor’s duty to report
A company’s auditor must prepare a report for the members on any financial statements prepared by the directors a copy of which is laid before the company in general meeting under section 429 or is sent to a member under section 430 or otherwise circulated published or issued by the company during the auditor’s term of office
406 核数师财务报表董事报告等意见
(1) 核数师报告须述明该核数师意见 ——
(a) 关财务报表否遵条例妥拟备
(b) 尤关财务报表 ——
(i) (属关财政年度提交报告方面获豁免公司周年财务报表)否第380条规定真实中肯反映公司财务状况财务表现
(ii) (属关财政年度提交报告方面获豁免公司周年综合财务报表)否第380条规定真实中肯反映公司附属企业财务状况财务表现
(2) 公司核数师意见关某财政年度董事报告资料关该财政年度财务报表互相抵触该核数师 ——
(a) 须核数师报告述明该意见
(b) 成员会促请成员注意该意见
406 Auditor’s opinion on financial statements directors’ report etc
(1) An auditor’s report must state in the auditor’s opinion—
(a) whether the financial statements have been properly prepared in compliance with this Ordinance and
(b) in particular whether the financial statements—
(i) in the case of annual financial statements of a company that does not fall within the reporting exemption for the financial year give a true and fair view of the financial position and financial performance of the company as required by section 380 or
(ii) in the case of annual consolidated financial statements of a company that does not fall within the reporting exemption for the financial year give a true and fair view of the financial position and financial performance of the company and all the subsidiary undertakings as required by section 380
(2) If a company’s auditor is of the opinion that the information in a directors’ report for a financial year is not consistent with the financial statements for the financial year the auditor—
(a) must state that opinion in the auditor’s report and
(b) may bring that opinion to the members’ attention at a general meeting
407 核数师事宜予意见
(1) 核数师拟备核数师报告时须进行够事宜出结调查 ——
(a) 公司否已备存充分会计纪录 (2018年第35号第48条修订)
(b) 财务报表否该等会计纪录吻合
(2) 公司核数师意见 ——
(a) 公司没备存充分会计纪录 (2018年第35号第48条修订)
(b) 财务报表该等会计纪录事关重方面吻合
该核数师须核数师报告述明该意见
(3) 公司核数师没取知信审计工作言属必需事关重资料解释须核数师报告述明事实
(4) 财务报表符合第383(1)条核数师须力合理范围核数师报告加入项陈述述明该财务报表规定须载没载详情
407 Auditor’s opinion on other matters
(1) In preparing an auditor’s report the auditor must carry out an investigation that will enable the auditor to form an opinion as to—
(a) whether adequate accounting records have been kept by the company and
(b) whether the financial statements are in agreement with the accounting records
(2) A company’s auditor must state the auditor’s opinion in the auditor’s report if the auditor is of the opinion that—
(a) adequate accounting records have not been kept by the company or
(b) the financial statements are not in agreement with the accounting records in any material respect
(3) If a company’s auditor fails to obtain all the information or explanations that to the best of the auditor’s knowledge and belief are necessary and material for the purpose of the audit the auditor must state that fact in the auditor’s report
(4) If the financial statements do not comply with section 383(1) the auditor must include in the auditor’s report so far as the auditor is reasonably able to do so a statement giving the particulars that are required to be but have not been contained in the financial statements
408 关核数师报告容罪行
(1) 第(2)款指明明知罔顾果导致第407(2)(b)(3)条规定须载核数师报告陈述没载该报告属犯罪
(2) ——
(a) 拟备关核数师报告核数师然关 ——
(i) 该核数师
(ii) 该核数师雇员代理中名资格获委关公司核数师者
(b) 拟备关核数师报告核数师商号关该核数师名资格获委关公司核数师合伙该核数师雇员代理中名资格获委关公司核数师者 (2018年第17号第140条修订)
(c) 拟备关核数师报告核数师法团体关该核数师高级员成员雇员代理中名资格获委关公司核数师者
(3) 犯第(1)款订罪行处罚款150000
408 Offences relating to contents of auditor’s report
(1) Every person specified in subsection (2) commits an offence if the person knowingly or recklessly causes a statement required to be contained in an auditor’s report under section 407(2)(b) or (3) to be omitted from the report
(2) The persons are—
(a) if the auditor who prepares the auditor’s report is a natural person—
(i) the auditor and
(ii) every employee and agent of the auditor who is eligible for appointment as auditor of the company
(b) if the auditor who prepares the auditor’s report is a firm every partner employee and agent of the auditor who is eligible for appointment as auditor of the company or
(c) if the auditor who prepares the auditor’s report is a body corporate every officer member employee and agent of the auditor who is eligible for appointment as auditor of the company
(3) A person who commits an offence under subsection (1) is liable to a fine of 150000
409 核数师报告须签署
(1) 核数师报告 ——
(a) (关核数师然)须该核数师签署
(b) (关核数师商号法团体)须获授权代表该核数师签署名称然签署
(2) 核数师报告须述明该核数师姓名名称
(3) 份根第429条成员会提交公司省览根第430条送交成员该公司方式传阅发布发出核数师报告文均须述明关核数师姓名名称
(4) 第(3)款遭违反公司名责均属犯罪处第4级罚款
409 Auditor’s reports to be signed
(1) An auditor’s report must be signed—
(a) if the auditor is a natural person by the auditor or
(b) if the auditor is a firm or body corporate by a natural person authorized to sign the auditor’s name on the auditor’s behalf
(2) An auditor’s report must state the auditor’s name
(3) Every copy of an auditor’s report laid before a company in general meeting under section 429 or sent to a member under section 430 or otherwise circulated published or issued by the company must state the auditor’s name
(4) If subsection (3) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
第4次分部 —— 核数师权利特权等
Subdivision 4—Auditor’s Rights and Privileges etc
410 受约制特权
(1) 公司核数师履行该公司核数师职责时作出陈述提起诽谤诉讼作出该陈述非出恶意该核数师便需该陈述诽谤负法律责
(2) ——
(a) 公司核数师履行该公司核数师职责时拟备
(b) 条例规定须 ——
(i) 交付处长
(ii) 送交公司成员
文件发表提起诽谤诉讼发表该文件非出恶意均需该文件诽谤负法律责
(3) 条局限影响公司核数师诽谤诉讼中作告享权利特权豁免权
(4) 条中提述履行公司核数师职责包括 ——
(a) 作出停陈述该公司发出该项陈述求该公司该项陈述遵守第422(5)条指明规定
(b) 作出情况陈述该公司发出该项陈述
410 Qualified privileges
(1) In the absence of malice an auditor of a company is not liable to any action for defamation at the suit of any person in respect of any statement made by the auditor in the course of performing duties as auditor of the company
(2) In the absence of malice a person is not liable to any action for defamation at the suit of any person in respect of the publication of any document—
(a) prepared by an auditor of a company in the course of performing duties as auditor of the company and
(b) required by this Ordinance—
(i) to be delivered to the Registrar or
(ii) to be sent to any member of the company or any other person
(3) This section does not limit or affect any other right privilege or immunity that an auditor of a company or any other person has as defendant in an action for defamation
(4) In this section a reference to performing duties as auditor of a company includes—
(a) making a cessation statement giving the statement to the company and requesting the company to comply with the requirement specified in section 422(5) in relation to the statement and
(b) making a statement of circumstances and giving the statement to the company
411 成员会享权利
(1) 获委公司核数师权 ——
(a) 出席该公司成员会
(b) 该公司成员会该会讨事务中该作该公司核数师关部分发言
(2) 享第(1)(a)(b)款指权利属商号法团体该权利获该授权关成员会担代表然行
411 Rights in relation to general meeting
(1) A person appointed as auditor of a company is entitled—
(a) to attend any of the company’s general meetings and
(b) to be heard at any of the company’s general meetings on any part of the business of the meeting that concerns the person as auditor of the company
(2) A person’s entitlement under subsection (1)(a) or (b) is if the person is a firm or body corporate exercisable by a natural person authorized by the person to act as the person’s representative at the meeting
412 资料享权利
(1) 公司核数师权取该公司会计纪录
(2) 公司核数师求该公司关连实体关资料解释关时间该公司关连实体该核数师提供该核数师履行该公司核数师职责合理需资料解释
(3) 核数师根第(2)款求某提供资料解释该须接获求切实行范围快提供该资料解释
(4) 公司附属企业香港成立法团公司该公司核数师求该公司第(5)款指明处取该核数师履行该公司核数师职责合理需资料解释
(5) 关 ——
(a) 关附属企业
(b) 符合说明 ——
(i) 属述附属企业高级员核数师
(ii) 关资料解释关时间属该附属企业高级员核数师
(c) 符合说明 ——
(i) 持述附属企业会计纪录须该等纪录负责
(ii) 关资料解释关时间持该附属企业会计纪录须该等纪录负责
(6) 核数师根第(4)款求公司某处取资料解释该公司须接获求切实行范围快采取切合理步骤取该资料解释
(7) 回应第(2)(4)款指求时作出陈述刑事法律程序(第413条订罪行提起法律程序外)中作针该证
(8) 法律程序中某资料提出享法律专业保密权声称够成立条强迫披露该资料
(9) 条中 ——
关连实体 (related entity)公司言指 ——
(a) 该公司高级员
(b) 该公司附属企业该附属企业香港成立法团公司
(c) 该附属企业高级员核数师
(d) 持该公司附属企业会计纪录须该等纪录负责 (2018年第35号第49条修订)
高级员 (officer)属法团体附属企业言指 ——
(a) 该企业治团体成员
(b) 参该企业理 (2018年第35号第49条增补)
412 Rights in relation to information
(1) An auditor of a company has a right of access to the company’s accounting records
(2) An auditor of a company may require a person that is a related entity of the company or was a related entity of the company at the time to which the information or explanation relates to provide the auditor with any information or explanation that the auditor reasonably requires for the performance of the duties as auditor of the company
(3) If an auditor has required a person to provide any information or explanation under subsection (2) the person must provide the information or explanation as soon as practicable after being required
(4) If a subsidiary undertaking of a company is not a company incorporated in Hong Kong an auditor of the company may require the company to obtain from any of the persons specified in subsection (5) any information or explanation that the auditor reasonably requires for the performance of the duties as auditor of the company
(5) The persons are—
(a) the subsidiary undertaking
(b) a person who—
(i) is an officer or auditor of the subsidiary undertaking or
(ii) was an officer or auditor of the subsidiary undertaking at the time to which the information or explanation relates and
(c) a person who—
(i) holds or is accountable for any of the subsidiary undertaking’s accounting records or
(ii) held or was accountable for the subsidiary undertaking’s accounting records at the time to which the information or explanation relates
(6) If an auditor has required a company to obtain any information or explanation from a person under subsection (4) the company must take all reasonable steps to obtain the information or explanation as soon as practicable after being required
(7) A statement made by a person in response to a requirement under subsection (2) or (4) may not be used in evidence against the person in any criminal proceedings except proceedings for an offence under section 413
(8) This section does not compel a person to disclose information in respect of which a claim to legal professional privilege could be maintained in legal proceedings
(9) In this section—
officer (高级员) in relation to a subsidiary undertaking that is not a body corporate means—
(a) a member of the governing body of the undertaking or
(b) any other person involved in the management of the undertaking (Added 35 of 2018 s 49)
related entity (关连实体) in relation to a company means—
(a) an officer of the company
(b) a subsidiary undertaking of the company that is a company incorporated in Hong Kong
(c) an officer or auditor of such a subsidiary undertaking or
(d) a person holding or accountable for any of the accounting records of the company or such a subsidiary undertaking
413 关第412条罪行
(1) 违反第412(3)条属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(2) 某控犯第(1)款订罪行确立该提供关资料解释非合理切实行属免责辩护
(3) ——
(a) 公司核数师作出项陈述该陈述传达意传达该核数师根第412(2)(4)条求权根该条求提供资料解释
(b) 该陈述项具误导性属虚假具欺骗性
(c) 该知道该陈述项具误导性属虚假具欺骗性罔顾该陈述否项具误导性属虚假具欺骗性
该属犯罪
(4) 犯第(3)款订罪行 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
(5) 公司违反第412(6)条该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(6) 某没附属企业处取资料解释控犯第(5)款订罪行确立 ——
(a) 根香港外某方法律该附属企业该告提供该资料解释属犯罪
(b) 该附属企业该理没告提供该资料解释
属免责辩护
(7) 条影响核数师提出申请权利︰申请强制令强制执行核数师根第412条享权利
413 Offences relating to section 412
(1) A person who contravenes section 412(3) commits an offence and is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(2) If a person is charged with an offence under subsection (1) it is a defence to establish that it was not reasonably practicable for the person to provide the information or explanation
(3) A person commits an offence if—
(a) the person makes a statement to an auditor of a company that conveys or purports to convey any information or explanation that the auditor requires or is entitled to require under section 412(2) or (4)
(b) the statement is misleading false or deceptive in a material particular and
(c) the person knows that or is reckless as to whether or not the statement is misleading false or deceptive in a material particular
(4) A person who commits an offence under subsection (3) is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(5) If a company contravenes section 412(6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(6) If a person is charged with an offence under subsection (5) for failing to obtain any information or explanation from a subsidiary undertaking or another person it is a defence to establish that—
(a) it would be an offence under the law of a place outside Hong Kong for the subsidiary undertaking or that other person to provide the information or explanation to the defendant and
(b) the subsidiary undertaking or that other person did not provide the information or explanation to the defendant on that ground
(7) This section does not affect an auditor’s right to apply for an injunction to enforce any of the auditor’s rights under section 412
414 核数师继核数师提供资料违反职责
(1) 属属公司核数师会仅提供工作资料违反该法律须承担核数师职责前提 ——
(a) 该该公司核数师
(b) 该已获委该公司核数师期尚未开始
(c) 该公司已该作出担核数师约该尚未获委
(2) 非关提供工作资料时 ——
(a) 真诚行事
(b) 合理相信该资料攸关该履行该公司核数师职责
否第(1)款适
(3) 条中 ——
工作资料 (workrelated information)属属公司核数师言指该核数师身分悉资料
414 Auditor may provide information to incoming auditor without contravening duties
(1) A person who is or has been an auditor of a company does not contravene any duty owed by the person as such auditor in law by reason only that the person gives workrelated information to another person—
(a) who is an auditor of the company
(b) who has been appointed as auditor of the company but whose term of office has not yet begun or
(c) to whom the company has offered the position as auditor but who has not yet been appointed
(2) Subsection (1) does not apply unless the person who gives workrelated information to another person—
(a) does so in good faith and
(b) reasonably believes that the information is relevant to the performance of that other person’s duties as auditor of the company
(3) In this section—
workrelated information (工作资料) in relation to a person who is or has been an auditor of a company means information of which the person became aware in the capacity of auditor
第5次分部 —— 核数师法律责
Subdivision 5—Auditor’s Liability
415 废止免核数师法律责条文
(1) 条适载公司章程细公司订立合约文件条文
(2) 某条文意豁免公司核数师需承担履行核数师职责程中关该公司疏忽失责失职违反信讬行关连情况应须承担法律责该条文属效
(3) 公司藉着某条文直接间接该公司核数师该公司联系公司核数师提供弥偿弥偿该核数师履行核数师职责程中关该公司联系公司( 视属情况定) 疏忽失责失职违反信讬行关连情况须承担法律责该条文属效
(4) 第(3)款阻止公司法律责该公司核数师该公司联系公司核数师投购保险保持该保险效 ——
(a) 该核数师履行核数师职责程中关该公司联系公司(视属情况定)疏忽失责失职违反信讬行(欺诈行外)关连情况承担法律责
(b) 该核数师针该核数师提出民事刑事法律程序中进行辩护招致法律责该法律程序针该核数师履行核数师职责程中犯关该公司联系公司(视属情况定)疏忽失责失职违反信讬行(包括欺诈行)提出
(5) 第(3)款阻止公司该公司核数师情况招致法律责弥偿该核数师 ——
(a) 该核数师民事刑事法律程序中进行辩护该核数师获判胜诉罪
(b) 第903904条指申请关连情况原讼法庭该核数师予宽免
(6) 条中提述履行核数师职责包括 ——
(a) 作出停陈述该公司予该项陈述求该公司该项陈述遵守第422(5) 条指明规定 (2018年第35号第50条修订)
(ab) 求该公司根第423(2)(b)条名成员送交停陈述文 (2018年第35号第50条增补)
(b) 作出情况陈述该公司予该项陈述
415 Avoidance of provisions protecting auditor from liability
(1) This section applies to a provision contained in a company’s articles or in a contract entered into by a company or otherwise
(2) If a provision purports to exempt an auditor of the company from any liability that would otherwise attach to the auditor in connection with any negligence default breach of duty or breach of trust occurring in the course of performance of the duties as auditor in relation to the company the provision is void
(3) If by a provision the company directly or indirectly provides an indemnity for an auditor of the company or an auditor of an associated company of the company against any liability attaching to the auditor in connection with any negligence default breach of duty or breach of trust occurring in the course of performance of the duties as auditor in relation to the company or associated company (as the case may be) the provision is void
(4) Subsection (3) does not prevent a company from taking out and keeping in force insurance for an auditor of the company or an auditor of an associated company of the company against—
(a) any liability to any person attaching to the auditor in connection with any negligence default breach of duty or breach of trust (except for fraud) occurring in the course of performance of the duties of auditor in relation to the company or associated company (as the case may be) or
(b) any liability incurred by the auditor in defending any proceedings (whether civil or criminal) taken against the auditor for any negligence default breach of duty or breach of trust (including fraud) occurring in the course of performance of the duties of auditor in relation to the company or associated company (as the case may be)
(5) Subsection (3) does not prevent a company from indemnifying an auditor of the company against any liability incurred by the auditor—
(a) in defending any proceedings (whether civil or criminal) in which judgment is given in the auditor’s favour or the auditor is acquitted or
(b) in connection with an application under section 903 or 904 in which relief is granted to the auditor by the Court
(6) In this section a reference to performance of the duties of auditor includes—
(a) making a cessation statement giving the statement to the company and requesting the company to comply with the requirement specified in section 422(5) in relation to the statement (Amended 35 of 2018 s 50)
(ab) requiring the company to send a copy of a cessation statement to every member under section 423(2)(b) and (Added 35 of 2018 s 50)
(b) making a statement of circumstances and giving the statement to the company
第6次分部 —— 核数师委终止
Subdivision 6—Termination of Auditor’s Appointment
416 委时终止
(1) 情况某作公司核数师委告终止 ——
(a) 期届满
(b) 该根第417(1)条辞该职位
(c) 该根第418条停核数师
(d) 该根第419(1)条免该职位
(e) 清盘令该公司作出
(2) 某商号商号名义获委公司核数师第399条视获委该核数师 ——
(a) 关期届满前该商号合伙
(b) 关期届满前具根第2次分部获委该公司核数师资格根第2次分部丧失该资格
该委告终止
(3) 获委公司核数师法团体该法团体解散时该委告终止
(4) 2名2名获委公司核数师中委终止该项终止影响委
416 When appointment is terminated
(1) A person’s appointment as auditor of a company is terminated if—
(a) the term of office expires
(b) the person resigns from office under section 417(1)
(c) the person ceases to be auditor under section 418
(d) the person is removed from office under section 419(1) or
(e) a winding up order is made in respect of the company
(2) Where a firm is appointed by the firm name as auditor of a company the appointment is also terminated if every person who is regarded as being appointed as auditor by virtue of section 399—
(a) ceases to be a partner in the firm before the term of office expires or
(b) ceases to be eligible or becomes disqualified for appointment as auditor of the company under Subdivision 2 before the term of office expires
(3) Where a body corporate is appointed as auditor of a company the appointment is also terminated if the body corporate is dissolved
(4) If 2 or more persons are appointed as auditor of a company and the appointment of any of the persons is terminated the termination does not affect the appointment of the other person
417 核数师辞职
(1) 藉公司发出书面通知辞核数师职位该通知须附第424条规定须予陈述
(2) 述期 ——
(a) 根第(1) 款公司发出通知日期终结时届满
(b) 该通知目指明较日期时间情况该时间届满
(3) 公司须收辞职通知日期起计15日述明该事实符合指明格式通知交付处长登记
(4) 公司违反第(3)款该公司名责均属犯罪处第5级罚款监禁6月关罪行持续罪行该罪行持续期间日处罚款1000
417 Resignation of auditor
(1) A person may resign from the office of auditor by giving the company a notice in writing that is accompanied by a statement required to be given under section 424
(2) Such a person’s term of office expires—
(a) at the end of the day on which notice is given to the company under subsection (1) or
(b) if the notice specifies a time on a later day for the purpose at that time
(3) Within 15 days beginning on the date on which a company receives a notice of resignation the company must deliver a notification in the specified form of that fact to the Registrar for registration
(4) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and to imprisonment for 6 months and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
418 停职位
(1) 担公司核数师期间具根第2次分部获委公司核数师资格丧失该资格该 ——
(a) 告停该公司核数师
(b) 须停日期起14日停事书面告知该公司
(2) 违反第(1)(b)款属犯罪处第4级罚款
(3) 某控犯第(2)款订罪行确立该知道没理相信该具根第2次分部获委公司核数师资格已丧失该资格属免责辩护
418 Cessation of office
(1) If while holding office as auditor of a company a person ceases to be eligible or becomes disqualified for appointment as auditor of the company under Subdivision 2 the person—
(a) immediately ceases to be auditor of the company and
(b) must notify the company of the cessation in writing within 14 days from the date of the cessation
(2) A person who contravenes subsection (1)(b) commits an offence and is liable to a fine at level 4
(3) If a person is charged with an offence under subsection (2) it is a defence to establish that the person did not know and had no reason to believe that the person had ceased to be eligible or had become disqualified for appointment as auditor of the company under Subdivision 2
419 公司核数师免
(1) ——
(a) 某公司间协议
(b) 公司章程细规定
该公司藉成员会通普通决议免该核数师职位
(2) 建议第(1)款目通普通决议须该决议发出特通知
附注——
请参阅第578条该条列出关特通知规定
(3) 公司收特通知须该通知文送交建议免
(4) 免普通决议获通公司须通该决议日期起计15日述明该事实通知交付处长登记该通知须符合指明格式
(5) 公司违反第(4)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
419 Company may remove auditor
(1) A company may by an ordinary resolution passed at a general meeting remove a person from the office of auditor despite—
(a) any agreement between the person and the company or
(b) anything in the company’s articles
(2) Special notice is required for an ordinary resolution proposed for the purposes of subsection (1)
Note—
See also section 578 which sets out the requirements regarding special notice
(3) On receipt of a special notice the company must send a copy of it to the person proposed to be removed
(4) If an ordinary resolution for the removal is passed the company must deliver a notice in the specified form of that fact to the Registrar for registration within 15 days beginning on the date on which it is passed
(5) If a company contravenes subsection (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
420 免核数师剥夺补偿损害赔偿等
第419条剥夺述事宜获付补偿损害赔偿 ——
(a) 该停公司核数师
(b) 该保持着核数师委终止终止委
420 Removed auditor not deprived of compensation damages etc
Section 419 does not deprive a person of compensation or damages payable to the person in respect of the person ceasing—
(a) to hold office as auditor of a company or
(b) to hold any appointment that is terminated with the termination of the person’s appointment as auditor
第7次分部 —— 离核数师求公司召开会议作出陈词权利
Subdivision 7—Outgoing Auditor’s Right to Requisition Meeting of Company and Make Representation
421 辞核数师求召开会议
(1) 根第417(1)条发出辞职通知该通知附根第424(a)条予情况陈述该藉连该辞职通知公司发出通知求董事召开公司成员会听取考虑该提交该会辞职关连情况解释
(2) 公司某日收述通知董事须该日起计21日召开成员会会议日期须予召开该会通知日期28日
(3) 公司董事违反第(2)款名没采取切合理步骤确成员会该款规定召开董事均属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
421 Resigning auditor may requisition meeting
(1) If a person gives under section 417(1) a notice of resignation that is accompanied by a statement of circumstances given under section 424(a) the person may by another notice given to the company with the notice of resignation require the directors to convene a general meeting of the company for receiving and considering the explanation of the circumstances connected with the resignation that the person places before the meeting
(2) Within 21 days beginning on the date on which the company receives that other notice the directors must convene a general meeting for a date falling within 28 days after the date on which the notice convening the meeting is given
(3) If the directors of a company contravene subsection (2) every director who failed to take all reasonable steps to secure that a general meeting was convened as required by that subsection commits an offence and is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
422 关成员会停陈述出席成员会
(1) 根第421(2)条召开成员会辞核数师职位 ——
(a) 公司予该作出陈述合理篇幅列明该项辞职背景情况
(b) 求该公司该陈述遵守第(5)款指明规定
(c) 权 ——
(i) 取关该成员会该公司成员权取项通知通讯
(ii) 出席该会
(iii) 该会讨事务中该作该公司核数师前核数师关部分发言
(2) 特通知根第400(1)(a)条委某代担核数师决议发出该 ——
(a) 公司予该作出陈述合理篇幅列明终止核数师委背景情况
(b) 求该公司该陈述遵守第(5)款指明规定
(c) 权 ——
(i) 取关该成员会该公司成员权取项通知通讯
(ii) 出席该会
(iii) 该会讨事务中该作该公司核数师前核数师关部分发言
(3) 特通知根第419(2)条免某核数师职位普通决议发出该 ——
(a) 公司予该作出陈述合理篇幅列明该项建议免背景情况
(b) 求该公司该陈述遵守第(5)款指明规定
(4) 享第(1)(c)(ii)(iii)(2)(c)(ii)(iii)款指权利属商号法团体该权利获该授权关成员会担代表然行
(5) 第(1)(b)(2)(b)(3)(b)款施行指明规定 ——
(a) 关公司收关陈述日期早根第571(1)条发出通知召开成员会日子超2日 ——
(i) 须发出予成员份关该会通知述明该陈述已作出规定
(ii) 已成员发出关该会通知须名该等成员送交该陈述文规定
(b) 该公司未该陈述文送交名获发已获发关该会通知成员须确保该会宣读该陈述规定
(6) 关公司非获第(7)款指命令豁免否须遵根第(1)(b)(2)(b)(3)(b)款提出求
(7) 原讼法庭应关公司声称受屈提出申请信纳已根第(1)(a)(b)(2)(a)(b)(3)款予陈述提出求 ——
(a) 滥行事权利
(b) 运该权利带诽谤成分事宜取必宣传
原讼法庭命令该公司获豁免需遵该求
(8) 公司违反第(6)款该公司名责均属犯罪处第5级罚款
422 Cessation statement in relation to and attendance at general meeting
(1) If a general meeting is convened under section 421(2) the person who resigns from the office of auditor—
(a) may give the company a statement by the person that sets out in reasonable length the circumstances surrounding the resignation
(b) may request the company to comply with the requirement specified in subsection (5) in relation to the statement and
(c) is entitled—
(i) to be given every notice of and every other item of communication relating to the general meeting that a member of the company is entitled to be given
(ii) to attend the general meeting and
(iii) to be heard at the general meeting on any part of the business of the meeting that concerns the person as auditor or former auditor of the company
(2) If special notice is given under section 400(1)(a) for a resolution for appointing a person as auditor in place of another person that other person—
(a) may give the company a statement by that other person that sets out in reasonable length the circumstances surrounding the termination of the appointment as auditor
(b) may request the company to comply with the requirement specified in subsection (5) in relation to the statement and
(c) is entitled—
(i) to be given every notice of and every other item of communication relating to the general meeting that a member of the company is entitled to be given
(ii) to attend the general meeting and
(iii) to be heard at the general meeting on any part of the business of the meeting that concerns the person as auditor or former auditor of the company
(3) If special notice is given under section 419(2) for an ordinary resolution for removing a person from the office of auditor the person—
(a) may give the company a statement by the person that sets out in reasonable length the circumstances surrounding the proposed removal and
(b) may request the company to comply with the requirement specified in subsection (5) in relation to the statement
(4) A person’s entitlement under subsection (1)(c)(ii) or (iii) or (2)(c)(ii) or (iii) is if the person is a firm or body corporate exercisable by a natural person authorized by the person to act as the person’s representative at the meeting
(5) The requirement specified for the purposes of subsection (1)(b) (2)(b) or (3)(b) is—
(a) if the company receives the statement on a date that is more than 2 days before the last day on which notice may be given under section 571(1) to call the general meeting the requirement—
(i) to state in every notice of the meeting given to the members that the statement has been made and
(ii) to send a copy of the statement to every member to whom a notice of the meeting is or has been given or
(b) if the company has not sent a copy of the statement to every member to whom a notice of the meeting is or has been given the requirement to ensure that the statement is read out at the meeting
(6) Unless exempted by an order under subsection (7) the company must comply with a request made under subsection (1)(b) (2)(b) or (3)(b)
(7) On application by the company or by anyone who claims to be aggrieved the Court may order that the company is exempted from complying with the request if it is satisfied that the person who has given a statement and made a request under subsection (1)(a) and (b) (2)(a) and (b) or (3)—
(a) has abused the right to do so or
(b) has used such a right to secure needless publicity for defamatory matter
(8) If a company contravenes subsection (6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
423 关书面决议停陈述
(1) 公司根第401(3)(b)(i)条某送交书面决议文条适
(2) 述收公司送交书面决议文14日 ——
(a) 该公司予该作出陈述合理篇幅列明终止核数师委背景情况
(b) 求该公司根第550552条传阅该书面决议时名成员送交该陈述文
(3) 第553条适传阅书面决议犹第553(3)条中21日提述28日取代样
(4) 公司非获第(5)款指命令豁免否须遵根第(2)(b)款作出求
(5) 原讼法庭应公司声称受屈提出申请信纳根第(2)款予陈述提出求 ——
(a) 滥行事权利
(b) 运该权利带诽谤成分事宜取必宣传
原讼法庭命令该公司获豁免需遵该求
(6) 公司违反第(4)款关书面决议属效
423 Cessation statement in relation to written resolution
(1) This section applies if a company sends a copy of a written resolution to a person under section 401(3)(b)(i)
(2) The person may within 14 days after receiving a copy of the written resolution from the company—
(a) give the company a statement by the person that sets out in reasonable length the circumstances surrounding the termination of the appointment as auditor and
(b) require the company to send a copy of the statement to every member at the same time when the written resolution is circulated under section 550 or 552
(3) Section 553 applies to the circulation of the written resolution as if the reference to 21 days in section 553(3) were replaced by a reference to 28 days
(4) Unless exempted by an order under subsection (5) the company must comply with a requirement made under subsection (2)(b)
(5) On application by the company or by anyone who claims to be aggrieved the Court may order that the company is exempted from complying with the requirement if it is satisfied that the person who has given a statement and made a requirement under subsection (2)—
(a) has abused the right to do so or
(b) has used such a right to secure needless publicity for defamatory matter
(6) If a company contravenes subsection (4) the written resolution is ineffective
第8次分部 —— 离核数师情况陈述
Subdivision 8—Outgoing Auditor’s Statement of Circumstances
424 辞核数师予陈述职责
根第417(1)条辞职位 ——
(a) 认辞职关连情况应获公司成员债权加注意须辞职时该公司予述明该情况陈述
(b) 认没述情况须辞职时该公司予述明没该情况陈述
424 Duty of resigning auditor to give statement
A person who resigns from office under section 417(1) must on the resignation give the company—
(a) if the person considers that there are circumstances connected with the resignation that should be brought to the attention of the company’s members or creditors a statement of those circumstances or
(b) if the person considers that there are no such circumstances a statement to that effect
425 卸遭免核数师予陈述职责
(1) 第(3)款规定外根第416(1)(a)(d)款遭终止核数师委 ——
(a) 认委终止关连情况应获公司成员债权加注意须委终止时该公司予述明该情况陈述
(b) 认没述情况须委终止时该公司予述明没该情况陈述
(2) ——
(a) 述期该根第403(2)(d)条作度获委届满该送交第(1)款述陈述须令该陈述财政年度委期终结前少14日送抵公司
(b) 属情况该送交第(1) 款述陈述须令该陈述委终止日期起计14日送抵公司
(3) 情况第(1)款适 ——
(a) 关委根第416(1)(a)条终止
(b) 该 ——
(i) 获委公司核数师期紧接届满期开始
(ii) 根第403条作财政年度度获委公司核数师
(4) 违反第(1)(2)款属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(5) 某控犯第(4)款订罪行确立该已采取切合理步骤确第(1)(2)款(视属情况定)获遵守属免责辩护
425 Duty of auditor who retires or is removed to give statement
(1) Subject to subsection (3) a person whose appointment as auditor is terminated under section 416(1)(a) or (d) must on the termination give the company—
(a) if the person considers that there are circumstances connected with the termination that should be brought to the attention of the company’s members or creditors a statement of those circumstances or
(b) if the person considers that there are no such circumstances a statement to that effect
(2) Such a person must send a statement mentioned in subsection (1) to the company so that it will be received by the company—
(a) where the person’s term of office expires because the person is not deemed to be reappointed as auditor under section 403(2)(d) at least 14 days before the end of the appointment period in relation to the next financial year or
(b) in any other case within 14 days beginning on the date of termination
(3) Subsection (1) does not apply if—
(a) the person’s appointment is terminated under section 416(1)(a) and
(b) the person—
(i) is appointed as auditor of the company for a term immediately following the term of office that expires or
(ii) is deemed by section 403 to be reappointed as auditor of the company for the next financial year
(4) A person who contravenes subsection (1) or (2) commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(5) If a person is charged with an offence under subsection (4) it is a defence to establish that the person took all reasonable steps to secure compliance with subsection (1) or (2) (as the case may be)
426 公司受屈情况陈述回应
(1) 情况陈述予公司该公司须收该陈述日期起计14日 ——
(a) 该公司名成员送交该陈述文
(b) 原讼法庭提出申请寻求作出指示需根(a)段送交该陈述文命令
(2) 公司根第(1)(b)款提出申请该公司须予关情况陈述予该公司发出关该申请通知
(3) 声称某情况陈述受屈公司收该陈述日期起计14日原讼法庭提出申请寻求作出指示需根第(1)(a)款送交该陈述文命令
(4) 根第(3)款提出申请该须关该申请通知发出予 ——
(a) 关公司
(b) 该公司予关情况陈述
(5) ——
(a) 公司予情况陈述
(b) 该公司收该陈述日期起计21日该没收第(2)(4)款指申请通知
该须7日该陈述文交付处长登记
(6) 公司违反第(1)款该公司名责均属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
(7) 违反第(5)款属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(8) 某控犯第(7)款订罪行确立该已采取切合理步骤确第(5)款获遵守属免责辩护
426 Company’s and aggrieved person’s responses to statement of circumstances
(1) If a company is given a statement of circumstances the company must within 14 days beginning on the date on which it receives the statement—
(a) send a copy of the statement to every member of the company or
(b) apply to the Court for an order directing that copies of the statement are not to be sent under paragraph (a)
(2) If a company makes an application under subsection (1)(b) it must give notice of the application to the person who has given the statement of circumstances to the company
(3) A person who claims to be aggrieved by a statement of circumstances may within 14 days beginning on the date on which the company receives the statement apply to the Court for an order directing that copies of the statement are not to be sent under subsection (1)(a)
(4) If a person makes an application under subsection (3) the person must give notice of the application to—
(a) the company and
(b) the person who has given the statement of circumstances to the company
(5) If—
(a) a person gives a company a statement of circumstances and
(b) within 21 days beginning on the date on which the company receives the statement the person has not received notice of an application under subsection (2) or (4)
the person must within the next 7 days deliver a copy of the statement to the Registrar for registration
(6) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(7) If a person contravenes subsection (5) the person commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(8) If a person is charged with an offence under subsection (7) it is a defence to establish that the person took all reasonable steps to secure compliance with subsection (5)
427 原讼法庭命令送交情况陈述
(1) 根第426(1)(b)(3)条公司予情况陈述提出申请条适
(2) 原讼法庭信纳述滥情况陈述运情况陈述带诽谤成分事宜取必宣传 ——
(a) 原讼法庭须指示需根第426(1)(a)条送交该陈述文
(b) 原讼法庭命令该支付申请该申请招致讼费全部部分该该申请方然
(3) 原讼法庭根第(2)(a)款作出指示公司须该指示作出日期起计15日 ——
(a) 列明该指示效力通知送交 ——
(i) 该公司名成员
(ii) 该公司予关情况陈述该已指名法律程序方外
(b) 该通知文交付处长登记
(4) 原讼法庭决定批准关申请公司须该决定作出日期关法律程序原中止日期起计15日 ——
(a) 关该决定通知发出予该公司予情况陈述
(b) 该公司名成员该送交该情况陈述文
(5) 关须收第(4)(a)款指通知日期起计7日情况陈述文交付处长登记
427 Court may order statement of circumstances not to be sent
(1) This section applies if an application has been made under section 426(1)(b) or (3) in relation to a statement of circumstances given by a person to a company
(2) If the Court is satisfied that the person has abused the use of the statement of circumstances or is using the statement to secure needless publicity for defamatory matter the Court—
(a) must direct that copies of the statement are not to be sent under section 426(1)(a) and
(b) may order the person though not a party to the application to pay the applicant’s costs on the application in whole or in part
(3) If the Court gives directions under subsection (2)(a) the company must within 15 days beginning on the date on which the directions are given—
(a) send a notice setting out the effect of the directions to—
(i) every member of the company and
(ii) unless already named as a party to the proceedings the person who has given the statement of circumstances to the company and
(b) deliver a copy of the notice to the Registrar for registration
(4) If the Court decides not to grant the application the company must within 15 days beginning on the date on which the decision is made or on which the proceedings are discontinued for any reason—
(a) give notice of the decision to the person who has given the statement of circumstances to the company and
(b) send a copy of the statement of circumstances to every member of the company and to that person
(5) Within 7 days beginning on the date on which a person receives a notice under subsection (4)(a) the person must deliver a copy of the statement of circumstances to the Registrar for registration
428 关第427条罪行
(1) 公司违反第427(3)(4)款该公司名责均属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
(2) 违反第427(5)条属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(3) 某违反第427(5)条控犯第(2)款订罪行确立该已采取切合理步骤确该条获遵守属免责辩护
428 Offences relating to section 427
(1) If a company contravenes section 427(3) or (4) the company and every responsible person of the company commit an offence and each is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(2) A person who contravenes section 427(5) commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(3) If a person is charged with an offence under subsection (2) for contravening section 427(5) it is a defence to establish that the person took all reasonable steps to secure compliance with that section
第6分部 —— 提交发布财务报表报告
Division 6—Laying and Publication of Financial Statements and Reports
429 董事须财务报表等成员会提交公司省览
(1) 公司董事须第431条指明期间财政年度关该财政年度报告文件文周年成员会原讼法庭指示成员会提交公司省览
(2) 周年成员会根第612条须某财政年度举行第(1)款该财政年度适
(3) 公司董事没采取切合理步骤确保第(1)款获遵守属犯罪处罚款300000
(4) 公司董事意没采取切合理步骤确保第(1)款获遵守属犯罪处罚款300000监禁12月
(5) 某控犯第(3)款订罪行 ——
(a) 确立该合理理相信确实相信胜 ——
(i) 已获委确保第(1)款获遵守责
(ii) 够执行该责
属免责辩护
(b) 确立关财务报表报告事实非条例规定拟备构成该免责辩护
429 Directors must lay financial statements etc before company in general meeting
(1) A company’s directors must in respect of each financial year lay before the company in annual general meeting or in any other general meeting directed by the Court a copy of the reporting documents for the financial year within the period specified in section 431
(2) Subsection (1) does not apply in relation to a financial year in respect of which an annual general meeting is not required to be held under section 612
(3) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) commits an offence and is liable to a fine of 300000
(4) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(5) If a person is charged with an offence under subsection (3)—
(a) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(i) was charged with the duty of ensuring that subsection (1) was complied with and
(ii) was in a position to discharge that duty and
(b) it is not a defence to establish that the financial statements or report was not in fact prepared as required by this Ordinance
430 公司须成员会前成员送交财务报表等文
(1) 公司须第610条某财政年度举行周年成员会该公司须第429条规定须获提交关该财政年度报告文件文该会日期前少21日名成员送交该文
(2) 施行第(1)款关关财政年度报告文件文第429条规定须获提交该文关会日期前足21日送交成员权出席该会该会投票成员均意该文须视已该日期前少21日送交该成员
(3) 公司第612(2)条须第610条某财政年度举行周年成员会该公司须第431条指明期间名成员送交关该财政年度报告文件文
(4) 施行第833(3)(c)条 ——
(a) 第(1)款言关通知须第429条规定须获提交关报告文件文成员会日期前少21日送交
(b) 第(3)款言关通知须根该款名成员送交报告文件文日期前少21日送交
(5) 施行第833(3)(d)(i)条指明期间 ——
(a) 第(1)款言第429条规定须获提交关报告文件文成员会日期前少21日开始该会日期终结期间
(b) 第(3)款言送交第833(3)(c)条指通知日期21日期间
(6) 报告文件文段期间中日期根条送交条例中提述根条送交该文日期处言该文须视该期间日送交
430 Company must send copies of financial statements etc to members before general meeting
(1) If a company is required to hold an annual general meeting in accordance with section 610 in respect of a financial year the company must send a copy of the reporting documents for the financial year to every member at least 21 days before the date of the meeting at which the copy is required by section 429 to be laid
(2) For the purposes of subsection (1) even though a copy of the reporting documents for the financial year is sent to a member less than 21 days before the date of the meeting at which the copy is required by section 429 to be laid the copy is to be regarded as having been sent to the member at least 21 days before that date if so agreed by all members entitled to attend and vote at that meeting
(3) If by virtue of section 612(2) a company is not required to hold an annual general meeting in accordance with section 610 in respect of a financial year the company must send a copy of the reporting documents for the financial year to every member within the period specified in section 431
(4) For the purposes of section 833(3)(c) a notification is to be sent—
(a) in the case of subsection (1) at least 21 days before the date of the general meeting at which a copy of the reporting documents is required by section 429 to be laid or
(b) in the case of subsection (3) at least 21 days before the date on which a copy of the reporting documents is sent to every member under that subsection
(5) The period specified for the purposes of section 833(3)(d)(i) is—
(a) in the case of subsection (1) the period beginning at least 21 days before the date of the general meeting at which a copy of the reporting documents is required by section 429 to be laid and ending on the date of that meeting or
(b) in the case of subsection (3) the period of 21 days after the date on which a notification under section 833(3)(c) is sent
(6) If a copy or copies of the reporting documents are sent under this section over a period of days the copy or copies are to be regarded as having been sent on the last day of the period for the purpose of a reference in this Ordinance to the day on which the copy or copies are sent under this section
431 提交送交财务报表等期间
(1) 第(2)款规定外 ——
(a) 关财政年度藉参某会计参期定出该会计参期终结时关公司担保限公司第(3)款描述私公司 ——
(i) 第(ii)节规定外 施行第429(1)430(3)条指明期间该会计参期终结9月期间原讼法庭指示较长期间
(ii) 该会计参期该公司首会计参期长度超12月施行第429(1)430(3)条指明期间第(4)(a)(b)款列明期间中届满者
(b) 该会计参期终结时关公司担保限公司第(3)款描述私公司 ——
(i) 第(ii)节规定外 施行第429(1)430(3)条指明期间该会计参期终结6月期间原讼法庭指示较长期间
(ii) 该会计参期该公司首会计参期长度超12月施行第429(1)430(3)条指明期间第(5)(a)(b)款列明期间中届满者
(2) 关财政年度藉参某会计参期定出根第371(1)条指明新会计参日该会计参期缩短施行第429(1)430(3)条指明期间期间中届满者 ——
(a) 第(1)款指明期间
(b) 董事决议日期3月期间
(3) 第(1)(a)(b)款言关私公司关财政年度时间均属公众公司附属公司私公司
(4) 施行第(1)(a)(ii)款列明期间 ——
(a) 公司成立法团首周年日9月期间原讼法庭指示较长期间
(b) (关财政年度藉参某会计参期定出)该会计参期终结3月期间
(5) 施行第(1)(b)(ii)款列明期间 ——
(a) 公司成立法团首周年日6月期间原讼法庭指示较长期间
(b) (关财政年度藉参某会计参期定出)该会计参期终结3月期间
431 Period for laying and sending financial statements etc
(1) Subject to subsection (2) the period specified for the purposes of sections 429(1) and 430(3) is—
(a) where the company is a private company described in subsection (3) or a company limited by guarantee at the end of the accounting reference period by reference to which the financial year is determined—
(i) subject to subparagraph (ii) the period of 9 months or any longer period directed by the Court after the end of that accounting reference period or
(ii) if that accounting reference period is the company’s first accounting reference period and is longer than 12 months whichever of the periods set out in subsection (4)(a) and (b) expires last or
(b) where the company is neither a private company described in subsection (3) nor a company limited by guarantee at the end of that accounting reference period—
(i) subject to subparagraph (ii) the period of 6 months or any longer period directed by the Court after the end of that accounting reference period or
(ii) if that accounting reference period is the company’s first accounting reference period and is longer than 12 months whichever of the periods set out in subsection (5)(a) and (b) expires last
(2) If after a new accounting reference date is specified under section 371(1) the accounting reference period by reference to which the financial year is determined is shortened the period specified for the purposes of section 429(1) and 430(3) is whichever of the following expires last—
(a) the period specified in subsection (1)
(b) the period of 3 months after the date of the directors’ resolution
(3) For the purposes of subsection (1)(a) or (b) the private company is one that is not a subsidiary of a public company at any time during the financial year
(4) The periods set out for the purposes of subsection (1)(a)(ii) are—
(a) the period of 9 months or any longer period directed by the Court after the first anniversary of the company’s incorporation and
(b) the period of 3 months after the end of the accounting reference period by reference to which the financial year is determined
(5) The periods set out for the purposes of subsection (1)(b)(ii) are—
(a) the period of 6 months or any longer period directed by the Court after the first anniversary of the company’s incorporation and
(b) the period of 3 months after the end of the accounting reference period by reference to which the financial year is determined
432 第430条例外情况
(1) 公司知悉某成员址第430条规定该公司该成员送交文件文
(2) 第430条规定公司文件文送交 ——
(a) (属股份联名持均权获取公司成员会通知情况)名该等持
(b) (属股份联名持部分权获取公司成员会通知部分没该项权利情况)权获取公司成员会通知持 (2018年第35号第51条修订)
(3) 公司已根第441条应第444条指求某成员送交关关财政年度财务摘报告文第430条规定该公司该成员送交文件文
(4) 公司没股第430条规定该公司权获取该公司成员会通知成员送交文件文
432 Exception to section 430
(1) Section 430 does not require a company to send a copy of any document to a member whose address is unknown to the company
(2) Section 430 does not require a company to send a copy of any document—
(a) in the case of joint holders of shares none of whom is entitled to receive notices of the company’s general meeting to more than one of the holders or
(b) in the case of joint holders of shares some of whom are so entitled and some not to those who are not entitled
(3) Section 430 does not require a company to send a copy of any document to a member if the company has sent the member a copy of the summary financial report for the financial year under section 441 or in compliance with a request under section 444
(4) If a company does not have a share capital section 430 does not require the company to send a copy of any document to a member who is not entitled to receive notice of general meeting of the company
433 关第430条罪行
(1) 公司违反第430(1)条该公司名责均属犯罪处第5 级罚款
(2) 公司违反第430(3)条该公司名责均属犯罪处罚款300000
(3) 公司意违反第430(3)条该公司名责均属犯罪处罚款300000监禁12月
(4) 某控犯第(1)(2)款订罪行确立关财务报表报告事实非条例规定拟备构成该免责辩护
433 Offences relating to section 430
(1) If a company contravenes section 430(1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
(2) If a company contravenes section 430(3) the company and every responsible person of the company commit an offence and each is liable to a fine of 300000
(3) If a company wilfully contravenes section 430(3) the company and every responsible person of the company commit an offence and each is liable to a fine of 300000 and to imprisonment for 12 months
(4) If a person is charged with an offence under subsection (1) or (2) it is not a defence to establish that the financial statements or report was not in fact prepared as required by this Ordinance
434 公司须表决权成员送交文件
(1) 公司须根第430条送交报告文件文时时权该公司成员会表决名成员送交 ——
(a) 该公司发出该公司连第430条指报告文件文传阅文件文
(b) 传阅旨提供关该公司事务资料文件文
(2) 公司违反第(1)款该公司名责均属犯罪处第5级罚款
434 Company must send to nonvoting members other documents
(1) A company must at the same time when it sends a copy of the reporting documents under section 430 send to every member who is not entitled to vote at a general meeting of the company—
(a) a copy of any document issued by the company and circulated by the company with a copy of the reporting documents under section 430 and
(b) a copy of any other document intended for the purpose of providing information about the company’s affairs that is so circulated
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
435 公司须应求成员送交财务报表等文
(1) 公司须成员成员遗产代理作出求7 日该成员遗产代理送交 ——
(a) 财务报表文份
(b) 董事报告文份
(c) 该财务报表作出核数师报告文份
(2) 权获根第(1)款送交文件文该权获根第430条送交文件文外该权获送交文
(3) 公司违反第(1)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 某控犯第(3)款订罪行确立关成员成员遗产代理(视属情况定)前取关文件作出求已获提供该文件文属免责辩护
435 Company must send copies of financial statements etc to members and others on demand
(1) Within 7 days after a demand is made by a member or a member’s personal representative a company must send to the member or personal representative—
(a) one copy of the latest financial statements
(b) one copy of the latest directors’ report or
(c) one copy of the auditor’s report on those latest financial statements
(2) A copy of a document that a person is entitled to be sent under subsection (1) is in addition to any copy of the document that the person is entitled to be sent under section 430
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If a person is charged with an offence under subsection (3) it is a defence to establish that the member or member’s personal representative (as the case may be) had previously made another demand for the document concerned and had been provided with a copy of the document
436 发布财务报表等关连规定
(1) 情况条适 ——
(a) 公司传阅发布发出 ——
(i) 关该公司指明财务报表
(ii) 关该公司非法定帐目
(b) 公司方式提供该财务报表帐目公众查阅该方式意邀请般公众士某类公众士阅览该财务报表帐目
(2) 指明财务报表须附该报表作出核数师报告
(3) 非法定帐目须附项声明示明 ——
(a) 该帐目关公司指明财务报表
(b) 该帐目涵盖财政年度指明财务报表否已交付处长
(c) 否已关该财政年度指明财务报表拟备核数师报告
(d) 该核数师报告否 ——
(i) 保留方式修改
(ii) 提述该核数师该报告作保留情况强调方式促请关注意事宜
(iii) 载根第406(2)407(2)(3)条作出陈述
(4) 非法定帐目附指明财务报表作出核数师报告
(5) 第(2)(3)(4)款遭违反公司名责均属犯罪处罚款150000
(6) 条中 ——
非法定帐目 (nonstatutory accounts)公司言 ——
(a) 指 ——
(i) 关意涵盖该公司某财政年度财务状况表全面收益表该财务状况表收益表作董事拟备财务报表部分
(ii) 形式出现作董事拟备财务报表部分帐目该帐目意作包含该公司附属企业公司集团财务状况表全面收益表该财务状况表收益表关意涵盖该公司某财政年度
(b) 包括财务摘报告 (2018年第35号第52条代)
指明财务报表 (specified financial statements)公司言指董事拟备财务报表该报表文 ——
(a) 须第429(1)条规定成员会提交公司省览
(b) 该公司须第430(3)条规定送交名成员方式传阅发布发出
436 Requirement in connection with publication of financial statements etc
(1) This section applies if a company—
(a) circulates publishes or issues—
(i) any specified financial statements in relation to the company or
(ii) any nonstatutory accounts in relation to the company or
(b) otherwise makes such financial statements or accounts available for public inspection in a manner calculated to invite members of the public generally or any class of them to read the financial statements or accounts
(2) The specified financial statements must be accompanied by the auditor’s report on those statements
(3) The nonstatutory accounts must be accompanied by a statement indicating—
(a) that those accounts are not specified financial statements in relation to the company
(b) whether the specified financial statements for the financial year with which those accounts purport to deal have been delivered to the Registrar
(c) whether an auditor’s report has been prepared on the specified financial statements for the financial year and
(d) whether the auditor’s report—
(i) was qualified or otherwise modified
(ii) referred to any matter to which the auditor drew attention by way of emphasis without qualifying the report or
(iii) contained a statement under section 406(2) or 407(2) or (3)
(4) The nonstatutory accounts must not be accompanied by any auditor’s report on the specified financial statements
(5) If subsection (2) (3) or (4) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine of 150000
(6) In this section—
nonstatutory accounts (非法定帐目) in relation to a company—
(a) means—
(i) any statement of financial position or statement of comprehensive income otherwise than as part of any financial statements prepared by the directors relating to or purporting to deal with a financial year of the company or
(ii) accounts in any form otherwise than as part of any financial statements prepared by the directors purporting to be a statement of financial position or statement of comprehensive income for a group of companies consisting of the company and its subsidiary undertakings relating to or purporting to deal with a financial year of the company but
(b) excludes any summary financial report (Replaced 35 of 2018 s 52)
specified financial statements (指明财务报表) in relation to a company means any financial statements prepared by the directors—
(a) a copy of which is required by section 429(1) to be laid before the company in general meeting or
(b) a copy of which is required by section 430(3) to be sent to every member or is otherwise circulated published or issued by the company
第7分部 —— 财务摘报告
Division 7—Summary Financial Reports
437 释义
分部中 ——
潜成员 (potential member)公司言指权(条件条件)成该公司成员
437 Interpretation
In this Division—
potential member (潜成员) in relation to a company means a person who is entitled whether conditionally or unconditionally to become a member of the company
438 分部适范围
公司某财政年度提交报告方面获豁免分部该财政年度适该公司
438 Application of Division
This Division applies to a company in relation to a financial year if the company does not fall within the reporting exemption for the financial year
439 董事藉摘形式拟备财务报告
(1) 公司董事某财政年度摘形式拟备财务报告该报告容须根第430条须送交公司名成员关该财政年度报告文件文
(2) 根第(1)款拟备财务报告 ——
(a) 须载规例订明资料
(b) 须符合规例订明规定
(3) 第(2)款遭违反 ——
(a) 没采取切合理步骤确该款获遵守董事属犯罪处罚款300000
(b) 意采取切合理步骤确该款获遵守董事属犯罪处罚款300000监禁12月
(4) 某控犯第(3)(a)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(2)款获遵守责
(b) 够执行该责
属免责辩护
439 Directors may prepare financial report in summary form
(1) The directors of a company may prepare for a financial year a financial report in summary form derived from the reporting documents for the financial year a copy of which is required to be sent to every member of the company under section 430
(2) A financial report prepared under subsection (1)—
(a) must contain the information prescribed by the Regulation and
(b) must comply with other requirements prescribed by the Regulation
(3) If subsection (2) is contravened—
(a) a director who failed to take all reasonable steps to secure compliance with that subsection commits an offence and is liable to a fine of 300000 and
(b) a director who wilfully failed to take all reasonable steps to secure compliance with that subsection commits an offence and is liable to a fine of 300000 and to imprisonment for 12 months
(4) If a person is charged with an offence under subsection (3)(a) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (2) was complied with and
(b) was in a position to discharge that duty
440 财务摘报告须批准签署
(1) 财务摘报告 ——
(a) 须董事批准
(b) 须名董事代表该等董事签署
(2) 份根分部送交成员公司方式传阅发布发出财务摘报告均须述明代表董事签署该报告董事姓名名称
(3) 公司传阅发布发出财务摘报告文言第(1)款遭违反该公司名责均属犯罪处第4级罚款
(4) 第(2)款遭违反公司名责均属犯罪处第4级罚款
440 Summary financial report to be approved and signed
(1) A summary financial report—
(a) must be approved by the directors and
(b) must be signed on the directors’ behalf by a director
(2) Every copy of a summary financial report sent to a member under this Division or otherwise circulated published or issued by the company must state the name of the director who signed the report on the directors’ behalf
(3) If as respect any summary financial report a copy of which is circulated published or issued by the company subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
(4) If subsection (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
441 公司成员送交财务摘报告文
(1) 根第430条公司须某成员送交关某财政年度报告文件文该公司藉该成员送交关该财政年度财务摘报告(话)文代
(2) 公司根第(1)款某成员送交关某财政年度财务摘报告文该文须该公司根第430条须该成员送交关该财政年度报告文件文期间送交
441 Company may send copy of summary financial report to member
(1) If a company is required to send a copy of the reporting documents for a financial year to a member under section 430 the company may send a copy of the summary financial report for the financial year (if any) to the member instead
(2) If a company sends a copy of the summary financial report for a financial year to a member under subsection (1) the copy must be sent during the period within which a copy of the reporting documents for the financial year would be required to be sent to the member by the company under section 430
442 公司寻求成员收取财务摘报告意
(1) 公司知会名成员潜成员该公司发出第(3)款指意通知
(2) 成员潜成员发出知会 ——
(a) 须书面作出
(b) 须某财政年度作出
(3) 成员潜成员回应知会时公司发出意通知 ——
(a) 表示 ——
(i) 求获报告文件文财务摘报告文
(ii) 求获述文
(b) (属(a)(i)段情况) 求该公司送交采印形式电子形式文藉网站提供该文方式送交该文
(4) 关情况成员潜成员方回应知会时根第(3)(b)款表示求公司送交采电子形式报告文件文财务摘报告文藉网站提供该文方式送交该文述关情况指该公司已该项知会中该成员潜成员选择求送交该文
(5) 根第430条成员送交关关财政年度报告文件文首日前少28日前公司收意通知该通知该财政年度财政年度具效力直第(7)款具效力止
(6) 根第430条成员送交关关财政年度报告文件文首日前足28日公司收意通知 ——
(a) 该通知该财政年度财政年度具效力直第(7)款具效力止
(b) 关成员潜成员须视 ——
(i) 已求获关该财政年度财务摘报告文
(ii) 已求该公司送交采印形式该财务摘报告
(7) 发出意通知 ——
(a) 公司成员
(b) 藉公司发出书面撤销通知撤销该意通知
该意通知具效力
(8) 成员潜成员没根第430条成员送交关关财政年度报告文件文首日前公司发出意通知回应知会该成员潜成员须视 ——
(a) 已求获关该财政年度财政年度财务摘报告文
(b) 已求该公司送交采印形式该财务摘报告
(9) ——
(a) 公司成员
(b) 公司发出取消法定选择书面通知
第(8)款该具效力
442 Company may seek member’s intent on receiving summary financial report
(1) A company may notify every member or potential member to give the company a notice of intent under subsection (3)
(2) A notification to a member or potential member—
(a) must be given in writing and
(b) must be given in relation to a financial year
(3) In response to a notification a member or potential member may give the company a notice of intent to—
(a) request—
(i) either a copy of the reporting documents or a copy of the summary financial report or
(ii) none of those copies and
(b) in the case of paragraph (a)(i) request the copy to be sent by the company in hard copy form in electronic form or by making it available on a website
(4) A member or potential member may only make a request under subsection (3)(b) in response to a notification for a copy of the reporting documents or a copy of the summary financial report to be sent in electronic form or by making it available on a website if the company has given in the notification the member or potential member an option to request the copy to be so sent
(5) If a notice of intent is received by the company at least 28 days before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430 the notice of intent has effect in relation to that financial year and every subsequent financial year until it ceases to have effect by virtue of subsection (7)
(6) If a notice of intent is received by the company less than 28 days before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430—
(a) the notice of intent has effect in relation to every financial year subsequent to that financial year until it ceases to have effect by virtue of subsection (7) and
(b) the member or potential member is to be regarded as—
(i) having requested a copy of the summary financial report for the financial year and
(ii) having requested the summary financial report to be sent by the company in hard copy form
(7) A notice of intent ceases to have effect if the person who gave the notice—
(a) is no longer a member of the company or
(b) revokes the notice by giving the company a written notice of revocation
(8) If a member or potential member does not give the company a notice of intent in response to a notification before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430 the member or potential member is to be regarded as—
(a) having requested a copy of the summary financial report for the financial year and every subsequent financial year and
(b) having requested the summary financial report to be sent by the company in hard copy form
(9) Subsection (8) ceases to have effect in relation to a person if—
(a) the person is no longer a member of the company or
(b) the person gives the company a written notice of cessation of statutory election
443 撤销通知取消法定选择通知
(1) 第442(7)(b)条目发出撤销通知须 ——
(a) 述明关财政年度
(b) 述明该先前发出意通知撤销
(c) 述明该 ——
(i) 求获报告文件文财务摘报告文
(ii) 求获述文
(d) (属(c)(i)段情况)述明该求公司送交采印形式电子形式文藉网站提供该文方式送交该文
(2) 第(1)(c)款指撤销通知述明求须该撤销通知撤销意通知求
(3) 第442(9)(b)条目发出取消法定选择通知须 ——
(a) 述明关财政年度
(b) 述明该视已作出第442(8)条述求
(c) 述明该 ——
(i) 求获报告文件文财务摘报告文
(ii) 求获述文
(d) (属(c)(i)段情况)述明该求公司送交采印形式电子形式文藉网站提供该文方式送交该文
(4) 关情况某方根第(1)(d)款撤销通知根第(3)(d)款取消法定选择通知述明该求公司送交采电子形式报告文件文财务摘报告文藉网站提供该文方式送交该文述关情况指该公司已根第442(1)条作出关该通知知会中该选择求送交该文
(5) 关某财政年度撤销通知取消法定选择通知公司根第430条成员送交关该财政年度报告文件文首日前少28日收该通知该财政年度财政年度具效力
(6) 关某财政年度撤销通知取消法定选择通知公司根第430条成员送交关该财政年度报告文件文首日前足28日收该通知该财政年度财政年度具效力
443 Notice of revocation and notice of cessation of statutory election
(1) A notice of revocation given by a person for the purposes of section 442(7)(b)—
(a) must state the financial year to which it relates
(b) must state that the notice of intent previously given by the person is revoked
(c) must state that the person requests—
(i) either a copy of the reporting documents or a copy of the summary financial report or
(ii) none of those copies and
(d) in the case of paragraph (c)(i) must state that the person requests the copy to be sent by the company in hard copy form in electronic form or by making it available on a website
(2) The request stated in a notice of revocation under subsection (1)(c) must be different from the request stated in the notice of intent revoked by the notice of revocation
(3) A notice of cessation of statutory election given by a person for the purposes of section 442(9)(b)—
(a) must state the financial year to which it relates
(b) must state that the person is no longer regarded as having made the requests mentioned in section 442(8)
(c) must state that the person requests—
(i) either a copy of the reporting documents or a copy of the summary financial report or
(ii) none of those copies and
(d) in the case of paragraph (c)(i) must state that the person requests the copy to be sent by the company in hard copy form in electronic form or by making it available on a website
(4) A person may only state in a notice of revocation under subsection (1)(d) or a notice of cessation of statutory election under subsection (3)(d) that the person requests for a copy of the reporting documents or a copy of the summary financial report to be sent in electronic form or by making it available on a website if the company has given in the notification under section 442(1) to which the notice relates the person an option to request the copy to be so sent
(5) If a notice of revocation or a notice of cessation of statutory election is received by the company at least 28 days before the first date on which a copy of the reporting documents for the financial year to which the notice relates is sent to a member under section 430 the notice has effect in relation to that financial year and every subsequent financial year
(6) If a notice of revocation or a notice of cessation of statutory election is received by the company less than 28 days before the first date on which a copy of the reporting documents for the financial year to which the notice relates is sent to a member under section 430 the notice has effect in relation to every financial year subsequent to that financial year
444 公司须应成员意通知求等
(1) 关通知求获报告文件文财务摘报告文非第446条禁止公司行事否该公司须应该求
(2) 公司须根第430条某段期间某送交关关财政年度报告文件文该公司须该期间应述求
(3) 非潜成员公司根第430(1)(3)条成员送交关述财政年度报告文件文首日前少28 日成该公司成员否第(1)款规定公司应该潜成员求
(4) 条中 ——
关财政年度 (relevant financial year)指关通知根第442443条具效力财政年度
关通知 (relevant notice)指 ——
(a) 根第442(3)条发出意通知
(b) 第442(7)(b)条目发出撤销通知
(c) 第442(9)(b)条目发出取消法定选择通知
444 Company must comply with member’s request in notice of intent etc
(1) If a person requests a copy of the reporting documents or a copy of the summary financial report in a relevant notice the company must comply with the request unless it is prohibited from doing so by section 446
(2) The request must be complied with during the period within which a copy of the reporting documents for the relevant financial year would be required to be sent to the person by the company under section 430
(3) Subsection (1) does not require a company to comply with a potential member’s request unless the potential member becomes a member of the company at least 28 days before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430(1) or (3)
(4) In this section—
relevant financial year (关财政年度) means the financial year in relation to which the relevant notice has effect under section 442 or 443
relevant notice (关通知) means—
(a) a notice of intent given under section 442(3)
(b) a notice of revocation given for the purposes of section 442(7)(b) or
(c) a notice of cessation of statutory election given for the purposes of section 442(9)(b)
445 公司须送交额外报告等文
(1) 公司已根第441条应根第444条作出求某送交关某财政年度财务摘报告文该求该公司须第(3)款指明时间该送交关该财政年度报告文件文
(2) 公司已根第430条某送交关某财政年度报告文件文该求非第446条禁止该公司行事否该公司须第(3)款指明时间该送交关该财政年度财务摘报告文
(3) ——
(a) 根第429(1)条须成员会关关财政年度报告文件文提交公司省览该公司该会日期前14日前收关求施行第(1)(2)款指明时间该会日期前少7日时间
(b) 属情况施行第(1)(2)款指明时间公司收关求日期14日时间
(4) 情况第(1)(2)款规定公司须送交关某财政年度财务摘报告文关某财政年度报告文件 ——
(a) 根第429(1)条须成员会关该财政年度报告文件文提交公司省览该求该会日期6月期间届满作出
(b) 根第430(3)条须名成员送交关该财政年度报告文件文该求送交该文日期6月期间届满作出
(5) 第(2)款规定公司送交关某财政年度财务摘报告文属情况外 ——
(a) 该公司已该财政年度拟备财务摘报告
(b) 该公司该送交关该财政年度报告文件文时该公司予该求获关该财政年度财务摘报告文权利
(6) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 某公司控犯第(6)款订罪行确立该公司已采取切合理步骤确保第(1)(2)款(视属情况定)获遵守属免责辩护
445 Additional copy of reports etc to be sent by company
(1) If a company has sent a copy of the summary financial report for a financial year to a person under section 441 or in compliance with a request under section 444 the company must at the person’s request send a copy of the reporting documents for the financial year to the person at the time specified in subsection (3)
(2) If a company has sent a copy of the reporting documents for a financial year to a person under section 430 the company must at the person’s request send a copy of the summary financial report for the financial year to the person at the time specified in subsection (3) unless it is prohibited from doing so by section 446
(3) The time specified for subsection (1) or (2) is—
(a) where a copy of the reporting documents for the financial year is to be laid before the company in general meeting under section 429(1) and the company receives the person’s request more than 14 days before the date of that meeting any time falling at least 7 days before the date of that meeting or
(b) in any other case any time within 14 days after the date on which the company receives the person’s request
(4) Subsection (1) or (2) does not require a company to send a copy of the summary financial report or reporting documents for a financial year to a person if—
(a) where a copy of the reporting documents for the financial year is laid before the company in general meeting under section 429(1) the person’s request is made after the expiry of a period of 6 months after the date of that meeting or
(b) where a copy of the reporting documents for the financial year is sent to every member under section 430(3) the person’s request is made after the expiry of a period of 6 months after the date on which the copy is sent
(5) Subsection (2) does not require a company to send a copy of the summary financial report for a financial year to a person unless—
(a) the company has prepared the summary financial report for the financial year and
(b) when the company sent a copy of the reporting documents for the financial year to the person the company gave the person a right to request a copy of the summary financial report for the financial year
(6) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) If a company is charged with an offence under subsection (6) it is a defence to establish that it took all reasonable steps to secure compliance with subsection (1) or (2) (as the case may be)
446 某情况公司送交财务摘报告
(1) 情况公司第441(1)条目成员送交关某财政年度财务摘报告文 ——
(a) 该公司章程细规定须名成员送交关该财政年度报告文件文
(b) 该公司章程细禁止该公司第441(1)条目成员送交关该财政年度财务摘报告文
(2) 情况公司成员送交关某财政年度财务摘报告文 ——
(a) 尚未关该财政年度财务报表拟备核数师报告
(b) 董事尚未批准该财务摘报告
(c) 尚未代表董事签署该财务摘报告
(d) 财务摘报告符合第439(2)条规定
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款
446 Company must not send summary financial report under some circumstances
(1) A company must not send a copy of the summary financial report for the purposes of section 441(1) for a financial year to a member if—
(a) the company’s articles require that a copy of the reporting documents for the financial year must be sent to each member or
(b) the company’s articles prohibit the company from sending a copy of the summary financial report for the purposes of section 441(1) for the financial year to a member
(2) A company must not send a copy of the summary financial report for a financial year to a member if—
(a) an auditor’s report has not been prepared on the financial statements for the financial year
(b) the summary financial report has not been approved by the directors
(c) the summary financial report has not been signed on the directors’ behalf or
(d) the summary financial report does not comply with section 439(2)
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
第8分部 —— 杂项
Division 8—Miscellaneous
447 适活动公司豁免
(1) 公司属第5(1)条指活动公司条文适该公司 ——
(a) 第367(4)条
(b) 第4分部第34次分部
(c) 第5分部第23次分部
(d) 第411412条
(e) 第5分部第678次分部
(f) 第67分部
(2) 述公司订立会计交易 ——
(a) 该会计交易日期起第(1)款具效力
(b) 知悉理应知悉该会计交易该公司成员该公司名董事均须该会计交易产生该公司债项债务承担法律责
(3) 条中 ——
董事 (director)包括幕董事
447 Exemption applicable to dormant company
(1) The following provisions do not apply to a company that is a dormant company under section 5(1)—
(a) section 367(4)
(b) Subdivisions 3 and 4 of Division 4
(c) Subdivisions 2 and 3 of Division 5
(d) sections 411 and 412
(e) Subdivisions 6 7 and 8 of Division 5
(f) Divisions 6 and 7
(2) If such a company enters into an accounting transaction—
(a) subsection (1) ceases to have effect on and after the date of the accounting transaction and
(b) a member of the company who knew or ought to have known about the accounting transaction and every director of the company are personally liable for any debt or liability of the company arising out of the accounting transaction
(3) In this section—
director (董事) includes a shadow director
448 报告真实具误导性陈述负法律责
(1) 条适 ——
(a) 董事报告
(b) 财务摘报告(限该报告容董事报告范围)
(2) 公司董事法律责该公司事宜蒙受损失作出补偿 ——
(a) 关报告真实具误导性陈述
(b) 关报告遗漏规定须载事宜
(3) ——
(a) 第(2)(a)款言非董事知道关陈述属真实具误导性该董事罔顾该陈述否真实具误导性否该董事需负法律责
(b) 第(2)(b)款言非董事知道关遗漏属诚实隐瞒属事关重事实否该董事需负法律责
(4) 关须(关公司外)该倚赖关报告载资料负法律责
(5) 第(4) 款言关(前者)情况须负法律责︰该权针前者 ——
(a) 获予民事补救
(b) 撤销废合约
(6) 条影响刑事罪行法律责
448 Liability for untrue or misleading statement in reports
(1) This section applies to—
(a) a directors’ report and
(b) a summary financial report so far as it is derived from a directors’ report
(2) A director of a company is liable to compensate the company for any loss suffered by the company as a result of—
(a) any untrue or misleading statement in the report or
(b) the omission from the report of anything required to be included in it
(3) A director is not liable unless—
(a) in the case of subsection (2)(a) the director knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading or
(b) in the case of subsection (2)(b) the director knew the omission to be a dishonest concealment of a material fact
(4) A person is not subject to any liability to another person other than the company resulting from reliance by that other person or any other person on information contained in the report
(5) For the purposes of subsection (4) a person is also subject to a liability to another person if that other person is entitled against the person—
(a) to be granted any civil remedy or
(b) to rescind or repudiate an agreement
(6) This section does not affect liability for criminal offence
449 发修改财务报表等
(1) ——
(a) 公司董事拟备财务报表文已根第430条成员送交
(b) 该公司董事觉该财务报表符合条例规定
该董事安排修改该财务报表关财务摘报告董事报告作出必需相应修改
(2) 述财务报表修改须限 ——
(a) 该财务报表符合条例规定方面
(b) 必需相应修改
(3) ——
(a) 公司董事决定根第(1)款安排财务报表作出修改
(b) 该财务报表文已遵第664(3)(b)条规定交付处长
该公司须该决定作出7日份述明该财务报表会修改警告陈述交付处长登记该陈述须符合指明格式
(4) 公司违反第(3)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
449 Voluntary revision of financial statements etc
(1) If—
(a) a copy of any financial statements prepared by the directors of a company has been sent under section 430 to a member and
(b) it subsequently appears to the directors of the company that the financial statements did not comply with this Ordinance
the directors may cause the financial statements to be revised and make necessary consequential revisions to the summary financial report or directors’ report concerned
(2) Such revision of the financial statements is to be confined to—
(a) those aspects of the financial statements that did not comply with this Ordinance and
(b) other necessary consequential revisions
(3) If—
(a) the directors of a company decide to cause any financial statements to be revised under subsection (1) and
(b) a copy of the financial statements has been delivered to the Registrar in compliance with section 664(3)(b)
the company must within 7 days after the decision deliver to the Registrar for registration a warning statement in the specified form that the financial statements will be so revised
(4) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
450 财政司司长财务报表等修改订立规例
(1) 财政司司长藉规例 ——
(a) 订定条例根第449 条修改财务报表财务摘报告董事报告适情况
(b) 订定关修改财务报表财务摘报告董事报告规定
(2) 述规例 ——
(a) 视财务报表财务摘报告董事报告 ——
(i) 份显示关修改文件补充该财务报表报告方式修改
(ii) 份财务报表报告取代方式修改
订定条文
(b) 订定拟备核数师报告修改财务报表财务摘报告董事报告方面职
(c) ——
(i) 财务报表董事报告文修改前已根第429条成员会提交公司省览已根第430条送交成员已遵第664(3)(b)条规定交付处长
(ii) 关财务摘报告文修改前已根第441条成员送交已应第444 445(2) 条指求成员送交
情况规定公司公司董事修改财务报表报告采取该规例指明步骤
(d) 条例该规例指明增补例外情况变通规限适修改财务报表财务摘报告董事报告订定条文
(3) 述规例行定罪行 ——
(a) 没采取切合理步骤确修改财务报表财务摘报告董事报告符合 ——
(i) 该规例指明条文
(ii) 根该规例具效力条例指明条文
(b) 违反 ——
(i) 该规例指明条文
(ii) 根该规例具效力条例指明条文
(4) 属意干犯罪行订明高罚款额300000订明高监禁刑期12月属意干犯罪行订明高罚款额300000外关罪行持续罪行订明该罪行持续期间日处罚款超2000
(4A) 述规例 ——
(a) 违反关修改财务报表条文定罪行
(b) 订明高刑罚 ——
(i) 循公诉程序定罪罪行言——150000罚款监禁2年
(ii) 循简易程序定罪罪行言——第5级罚款监禁6月 (2018年第35号第53条增补)
(5) 述规例订定述罪行提出免责辩护
450 Financial Secretary may make regulation regarding revision of financial statements etc
(1) The Financial Secretary may make regulations—
(a) providing for the application of this Ordinance in relation to the financial statements summary financial report or directors’ report that has been revised under section 449 and
(b) providing for requirements in relation to revised financial statements summary financial report or directors’ report
(2) The regulations may—
(a) make different provisions according to whether the financial statements summary financial report or directors’ report has been revised by—
(i) supplementing the financial statements or report with another document that shows the revisions or
(ii) replacing the financial statements or report
(b) provide for the functions of the persons who prepare the auditor’s report in relation to the financial statements summary financial report or directors’ report that has been revised
(c) where—
(i) the financial statements or directors’ report or a copy of the statements or report has before the revision been laid before the company in general meeting under section 429 been sent to members under section 430 or been delivered to the Registrar in compliance with section 664(3)(b) or
(ii) a copy of a summary financial report has before the revision been sent to a member under section 441 or in compliance with a request under section 444 or 445(2)
require the company or the directors of the company to take the steps specified in the regulations in relation to the financial statements or report that has been revised and
(d) provide for the application of this Ordinance to the financial statements summary financial report or directors’ report that has been revised subject to such additions exceptions and modifications as may be specified in the regulations
(3) The regulations may provide that any of the following is an offence—
(a) a failure to take all reasonable steps to secure compliance with as respects the financial statements summary financial report or directors’ report that has been revised—
(i) a specified provision of the regulations or
(ii) a specified provision of this Ordinance as having effect under the regulations
(b) a contravention of—
(i) a specified provision of the regulations or
(ii) a specified provision of this Ordinance as having effect under the regulations
(4) The maximum fine that may be prescribed for an offence committed wilfully is 300000 and the maximum imprisonment is 12 months The maximum fine that may be prescribed for an offence not committed wilfully is 300000 In addition in the case of a continuing offence a further fine not exceeding 2000 for each day during which the offence continues may be prescribed
(4A) The regulations may also provide that—
(a) a contravention of a provision in relation to revised financial statements is an offence and
(b) the maximum penalty that may be prescribed—
(i) for such an offence of which a person is convicted on indictment is a fine of 150000 and imprisonment for 2 years and
(ii) for such an offence of which a person is summarily convicted is a fine at level 5 and imprisonment for 6 months (Added 35 of 2018 s 53)
(5) The regulations may provide for defences to any such offence
451 财政司司长披露某资料订立规例
财政司司长订立规例施行第383(3)条订明关关财政年度财务报表须载显示关第383(1)(d)条述事宜资料陈述
451 Financial Secretary may make regulation regarding disclosures of certain information
The Financial Secretary may make regulations prescribing for the purposes of section 383(3) a requirement that the financial statements for the financial year are to contain a statement showing the information about the matter mentioned in section 383(1)(d)
452 财政司司长订立规例
(1) 财政司司长订立规例施行第357(1)条中会计准定义订明团体 (2018年第35号第54条修订)
(2) 财政司司长订立规例 ——
(a) 订明根第383(1)条须载财务报表附注资料
(b) 订明关财务报表附注规定
(3) 财政司司长订立规例 ——
(a) 订明根第388(1)(2)条须载董事报告资料
(b) 订明关董事报告规定
(4) 财政司司长订立规例 ——
(a) 订明根第439(2)条须载财务摘报告资料
(b) 订明关财务摘报告规定
(5) 财政司司长订立规例 ——
(a) 订定项目格式容 ——
(i) 第442(2)条指通知
(ii) 第442(3)条指意通知
(iii) 该通知意通知附文件
(b) 规定述文件须预付邮资文件
___________
452 Financial Secretary may make other regulations
(1) The Financial Secretary may make regulations prescribing a body for the purposes of the definition of accounting standards in section 357(1) (Amended 35 of 2018 s 54)
(2) The Financial Secretary may make regulations—
(a) prescribing information that is required to be contained in the notes to any financial statements under section 383(1) and
(b) prescribing other requirements for notes to any financial statements
(3) The Financial Secretary may make regulations—
(a) prescribing information that is required to be contained in a directors’ report under section 388(1) and (2) and
(b) prescribing other requirements for a directors’ report
(4) The Financial Secretary may make regulations—
(a) prescribing information that is required to be contained in a summary financial report under section 439(2) and
(b) prescribing other requirements for a summary financial report
(5) The Financial Secretary may make regulations—
(a) providing for the form and contents of—
(i) a notification under section 442(2)
(ii) a notice of intent under section 442(3) or
(iii) any document attached to such a notification or notice and
(b) providing that any such document is to be postage prepaid
___________
第10部
Part 10
董事公司秘书
(格式变更——2013年第1号编辑修订纪录)
Directors and Company Secretaries
(Format changes—ER 1 of 2013)
第1分部 —— 董事委罢免辞职
Division 1—Appointment Removal and Resignation of Directors
第1次分部 —— 须董事规定
Subdivision 1—Requirement to have Directors
453 公众公司担保限公司须少2名董事
(1) 条适 ——
(a) 公众公司
(b) 担保限公司
(2) 公司须少2名董事
(3) 公司成立法团日期起根第67(1)条交付处长法团成立表格列名董事担该公司首董事
(4) 委董事通知第645(1)条处长交付前紧接条生效日期#前根修订前前身条例第153(2)条作关公司董事须继续作公司董事犹2004年公司(修订)条例(2004年第30号)附表2第19(1)条没制定样
(5) 根公司章程细董事数减少订定董事低法定数情况名董事行第(6) 款指明权力董事数减少第(2)款规定数情况该权力予行
(6) 施行第(5)款指明权力目(非目)行事权力 ——
(a) 增加董事数
(b) 召开公司成员会
(7) 第(4)款中 ——
修订前前身条例 (preamended predecessor Ordinance) 指紧接2004年公司(修订)条例(2004年第30号)附表2第19(1)条修订前属效前身条例
_____________________
编辑附注：
# 生效日期：2014年3月3日
453 Public company and company limited by guarantee required to have at least 2 directors
(1) This section applies to—
(a) a public company and
(b) a company limited by guarantee
(2) The company must have at least 2 directors
(3) With effect from the date of incorporation of the company the first directors of the company are the persons named as the directors in the incorporation form delivered to the Registrar under section 67(1)
(4) A person who is deemed to be a director of the company under section 153(2) of the preamended predecessor Ordinance immediately before the commencement date# of this section continues to be deemed to be a director of the company as if section 19(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004) had not been enacted until a notice of appointment of a director is delivered to the Registrar in accordance with section 645(1)
(5) If a power specified in subsection (6) is exercisable by a director under the company’s articles where the number of directors is reduced below the number fixed as the necessary quorum of directors the power is exercisable also where the number of directors is reduced below the number required by subsection (2)
(6) The power specified for the purposes of subsection (5) is a power to act for the purpose of—
(a) increasing the number of directors or
(b) calling a general meeting of the company
but not for any other purpose
(7) In subsection (4)—
preamended predecessor Ordinance (修订前前身条例) means the predecessor Ordinance that was in force immediately before it was amended by section 19(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004)
_____________________
Editorial Note
# Commencement date 3 March 2014
454 私公司须少名董事
(1) 私公司须少名董事
(2) 私公司成立法团日期起根第67(1)条交付处长法团成立表格列名董事担该公司首董事
(3) 委董事通知第645(1)条处长交付前紧接条生效日期#前根修订前前身条例第153A(2)条作关私公司董事须继续作该公司董事犹2004年公司(修订)条例(2004 年第30号)附表2第20(1)条没制定样
(4) 第(3)款中 ——
修订前前身条例 (preamended predecessor Ordinance) 指紧接2004年公司(修订)条例(2004年第30号)附表2第20(1)条修订前属效前身条例
_____________________
编辑附注：
# 生效日期：2014年3月3日
454 Private company required to have at least one director
(1) A private company must have at least one director
(2) With effect from the date of incorporation of a private company the first directors of the company are the persons named as the directors in the incorporation form delivered to the Registrar under section 67(1)
(3) A person who is deemed to be a director of a private company under section 153A(2) of the preamended predecessor Ordinance immediately before the commencement date# of this section continues to be deemed to be a director of the company as if section 20(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004) had not been enacted until a notice of appointment of a director is delivered to the Registrar in accordance with section 645(1)
(4) In subsection (3)—
preamended predecessor Ordinance (修订前前身条例) means the predecessor Ordinance that was in force immediately before it was amended by section 20(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004)
_____________________
Editorial Note
# Commencement date 3 March 2014
455 私公司备董事提名
(1) 私公司名成员该成员该公司唯董事该公司章程细规定该公司藉成员会通决议提名(须属法团体)备董事该须年满18岁旦该唯董事世该备董事代该唯董事行事
(2) 某某唯董事获提名某私公司备董事 ——
(a) 该唯董事世前 ——
(i) 该第464条规定辞备董事职位
(ii) 该公司成员会撤销该项提名
(b) 该唯董事理( 该董事世外)该公司唯成员唯董事
该项提名告失效
(3) 私公司备董事提名根第(2)款失效该公司须第645(4)条处长交付通知
(4) 备董事某唯董事获提名该唯董事世符合第(5)款指明条件前提该备董事目言须视关公司董事直两种情况中较早者发生止 ——
(a) 某该公司章程细获委该公司董事
(b) 该备董事第464条规定辞董事职位
(5) 施行第(4)款指明条件 ——
(a) 关备董事提名没根第(2)款失效
(b) 法律禁止该备董事担关公司董事该备董事没丧失担该公司董事资格
455 Nomination of reserve director of private company
(1) If a private company has only one member and that member is the sole director of the company the company may by a resolution passed at a general meeting despite anything in its articles nominate a person (other than a body corporate) who has attained the age of 18 years as a reserve director of the company to act in the place of the sole director in the event of the sole director’s death
(2) The nomination of a person as a reserve director of a private company ceases to have effect if—
(a) before the death of the director in respect of whom the person was nominated—
(i) the person resigns as reserve director in accordance with section 464 or
(ii) the company at a general meeting revokes the nomination or
(b) the director in respect of whom the person was nominated ceases to be the sole member and sole director of the company for any reason other than the death of that director
(3) If the nomination of a person as a reserve director of a private company ceases to have effect under subsection (2) the company must deliver a notice to the Registrar in accordance with section 645(4)
(4) Subject to compliance with the conditions specified in subsection (5) in the event of the death of the director in respect of whom the reserve director is nominated the reserve director is to be regarded as a director of the company for all purposes until—
(a) a person is appointed as a director of the company in accordance with its articles or
(b) the reserve director resigns from the office of director in accordance with section 464
whichever is the earlier
(5) The conditions specified for the purposes of subsection (4) are—
(a) that the nomination of the reserve director has not ceased to have effect under subsection (2) and
(b) that the reserve director is not prohibited by law nor disqualified from acting as a director of the company
456 法团体担董事限制
(1) 条适 ——
(a) 公众公司
(b) 属某市公司成员公司集团成员私公司
(c) 担保限公司
(2) 法团体获委关公司董事
(3) 违反第(2)款作出委均属效
(4) 然法团体条获委董事该团体 ——
(a) 意董事身分行事
(b) 幕董事身分行事
条影响该团体条例公司(清盘杂项条文)条例(第32章)条文法律责
456 Restriction on body corporate being director
(1) This section applies to—
(a) a public company
(b) a private company that is a member of a group of companies of which a listed company is a member and
(c) a company limited by guarantee
(2) A body corporate must not be appointed a director of the company
(3) An appointment made in contravention of subsection (2) is void
(4) Nothing in this section affects any liability of a body corporate under any provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) if it—
(a) purports to act as a director or
(b) acts as a shadow director
although it could not by virtue of this section be appointed as a director
457 须少名然董事
(1) 条适私公司关私公司属某公司集团成员该公司集团成员中市公司条适该私公司
(2) 关公司须少名属然董事
457 Requirement to have at least one director who is natural person
(1) This section applies to a private company other than a private company that is a member of a group of companies of which a listed company is a member
(2) The company must have at least one director who is a natural person
458 规定公司委董事指示
(1) 处长觉某公司违反第453(2)454(1)457(2)条指示该公司委名名董事符合该条规定
(2) 述指示须指明 ——
(a) 关公司似违反法例规定
(b) 第(3)款规限该公司遵该指示限期
(c) 没遵该指示属第(6)款订罪行
(3) 述限期少关指示发出日期月超该日期3月
(4) 处长关指示指明限期结束前藉书面通知延长该限期
(5) 关公司须符合说明方式遵述指示︰该指示指明限期结束前( 处长根第(4)款延长该限期)延长限期结束前作出需项项委
(6) 公司没遵条指指示该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
458 Direction requiring company to appoint director
(1) If it appears to the Registrar that a company is in contravention of section 453(2) 454(1) or 457(2) the Registrar may direct the company to appoint a director or directors in compliance with that section
(2) The direction must specify—
(a) the statutory requirement of which the company appears to be in contravention
(b) subject to subsection (3) the period within which the company must comply with the direction and
(c) that a failure to comply with the direction is an offence under subsection (6)
(3) The period must not be less than one month or more than 3 months after the date on which the direction is given
(4) The Registrar may before the end of the period specified in the direction by notice in writing extend the period
(5) The company must comply with the direction by making the necessary appointment or appointments before the end of the period specified in the direction or if the period is extended by the Registrar under subsection (4) the extended period
(6) If a company fails to comply with a direction under this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
第2次分部 —— 董事委
Subdivision 2—Appointment of Directors
459 委董事低年龄
(1) 非某获委公司董事时已年满18岁否该获委
(2) 违反第(1)款作出委均属效
(3) 然某条获委董事该 ——
(a) 意董事身分行事
(b) 幕董事身分行事
条影响该条例公司(清盘杂项条文)条例(第32章)条文法律责
459 Minimum age for appointment as director
(1) A person must not be appointed a director of a company unless at the time of appointment the person has attained the age of 18 years
(2) An appointment made in contravention of subsection (1) is void
(3) Nothing in this section affects any liability of a person under any provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) if the person—
(a) purports to act as a director or
(b) acts as a shadow director
although the person could not by virtue of this section be appointed as a director
460 董事委须表决
(1) 条适 ——
(a) 公众公司
(b) 担保限公司
(2) 公司成员会拟动议提出藉单项决议委22该公司董事须首先该成员会通项批准提出该动议决议该决议投反票否提出该动议
(3) 违反第(2)款动议决议属效时否反动议该决议然
(4) 关决议属效没项委情况动度委卸董事条文(该条文载关公司章程细载该公司订立合约文件)适
(5) 条言批准委某动议提名委某动议须视委该动议
460 Appointment of directors to be voted on individually
(1) This section applies to—
(a) a public company and
(b) a company limited by guarantee
(2) At a general meeting of the company a motion for the appointment of 2 or more persons as directors of the company by a single resolution must not be made unless a resolution that it may be so made has first been passed at the meeting without any vote against it
(3) A resolution moved in contravention of subsection (2) is void whether or not its being so moved was objected to at the time
(4) Despite the fact that the resolution is void no provision (whether contained in a company’s articles or in any contract with the company or otherwise) for the automatic reappointment of retiring directors in default of another appointment applies
(5) For the purposes of this section a motion for approving a person’s appointment or for nominating a person for appointment is to be regarded as a motion for the appointment of the person
461 董事作效性
(1) 董事身分行事作均属效发现情况然 ——
(a) 委该董事委欠妥处
(b) 该符合担董事资格已丧失担董事资格
(c) 该已担董事
(d) 该权关事宜表决
(2) ——
(a) 根第456(3)459(2)条关董事委属效
(b) 根第460(3)条委该董事决议属效
第(1)款适
461 Validity of acts of director
(1) The acts of a person acting as a director are valid despite the fact that it is afterwards discovered—
(a) that there was a defect in the appointment of the person as a director
(b) that the person was not qualified to hold office as a director or was disqualified from holding office as a director
(c) that the person had ceased to hold office as a director or
(d) that the person was not entitled to vote on the matter in question
(2) Subsection (1) applies even if—
(a) the appointment of the person as a director is void under section 456(3) or 459(2) or
(b) the resolution for the appointment of the person as a director is void under section 460(3)
第3次分部 —— 董事罢免辞职
Subdivision 3—Removal and Resignation of Directors
462 罢免董事决议
(1) 公司章程细公司董事间协议规定该董事期届满前该公司藉成员会通普通决议罢免该董事
(2) 关公司属私公司第(1)款授权罢免名已1984年8月31日起终身职董事
(3) 第(4)(5)(6)(7)(8)款藉决议罢免董事适该项藉决议作出罢免根第(1)款权限作出
(4) 特通知须决议发出 ——
(a) 罢免董事决议
(b) 罢免董事会议委代该名遭罢免董事决议
附注——
请参阅第578条该条列出关特通知规定
(5) 董事遭罢免出现空缺没罢免该董事会议填补作期中空缺填补
(6) 某获委董事代遭罢免董事断定该获委董事卸时间言该须视犹该代获委董事日出董事样
(7) 罢免期尚未届满董事决议言投票表决时股份具票数超关公司成员会表决般事宜具票数
(8) 某股份某事宜(非事宜)具特表决权(股份具权利)第(7)款中提述公司成员会表决般事宜处须解释提述该股份具特表决权事宜
(9) 条视剥夺事宜获支付补偿损害赔偿 ——
(a) 终止该董事委
(b) 着终止该董事委终止委
462 Resolution to remove director
(1) A company may by an ordinary resolution passed at a general meeting remove a director before the end of the director’s term of office despite anything in its articles or in any agreement between it and the director
(2) Subsection (1) does not if the company is a private company authorize the removal of a director who has held office for life since 31 August 1984
(3) Subsections (4) (5) (6) (7) and (8) apply in relation to a removal of a director by resolution irrespective of whether the removal by resolution is under subsection (1) or otherwise
(4) Special notice is required of a resolution—
(a) to remove a director or
(b) to appoint somebody in place of a director so removed at the meeting at which the director is removed
Note—
See also section 578 which sets out the requirements regarding special notice
(5) A vacancy created by the removal of a director if not filled at the meeting at which the director is removed may be filled as a casual vacancy
(6) A person appointed director in place of a removed director is to be regarded for the purpose of determining the time at which that person or any other director is to retire as if that person had become director on the day on which the person removed was last appointed a director
(7) In relation to a resolution to remove a director before the end of the director’s term of office no share may on a poll carry a greater number of votes than it would carry in relation to the generality of matters to be voted on at a general meeting of the company
(8) If a share carries special voting rights (that is to say rights different from those carried by other shares) in relation to some matters but not others the reference in subsection (7) to the generality of matters to be voted on at a general meeting of the company is to be construed as a reference to the matters in relation to which the share carries no special voting rights
(9) This section is not to be regarded as depriving a person of compensation or damages payable to the person in respect of the termination of—
(a) the person’s appointment as director or
(b) any appointment terminating with that as director
463 董事抗议罢免权利
(1) 公司根第462(4)条接获罢免董事决议通知须立该通知文送交关董事
(2) 关董事(否关公司成员)权表决述决议会议该决议陈词
(3) 罢免董事决议通知根第462(4)条发出关董事 ——
(a) 该决议关公司作出超合理篇幅书面申述
(b) 求该公司该申述遵守第(4)款指明规定
(4) 第(3)(b)款施行指明规定 ——
(a) 关公司收关申述日期早根第571(1)条发出通知召开关会议日子超2 日 ——
(i) 须发出予成员份关该会议通知述明该申述已作出规定
(ii) 已成员发出关该会议通知须名该等成员送交该申述文规定
(b) 该公司未该申述文送交名获发已获发关该会议通知成员须确保该会议宣读该申述规定
(5) 关公司非获第(6)款指命令豁免否须遵根第(3)(b)款提出求
(6) 原讼法庭应关公司声称受屈提出申请信纳已根第(3)款作出申述提出求 ——
(a) 滥行事权利
(b) 运该权利带诽谤成分事宜取必宣传
原讼法庭命令该公司获豁免需遵该求
(7) 关公司违反第(5)款第562(1)条已获遵守根第462(1)条通决议属效
463 Director’s right to protest against removal
(1) On receipt of notice of a resolution under section 462(4) to remove a director the company must forthwith send a copy of the notice to the director concerned
(2) The director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting at which the resolution is voted on
(3) If notice is given of a resolution under section 462(4) to remove a director the director—
(a) may make with respect to the resolution representations in writing to the company (not exceeding a reasonable length) and
(b) may request the company to comply with the requirement specified in subsection (4) in relation to the representations
(4) The requirement specified for the purposes of subsection (3)(b) is—
(a) if the company receives the representations on a date that is more than 2 days before the last day on which notice may be given under section 571(1) to call the meeting the requirement—
(i) to state in every notice of the meeting given to the members that the representations have been made and
(ii) to send a copy of the representations to every member to whom a notice of the meeting is or has been given or
(b) if the company has not sent a copy of the representations to every member to whom a notice of the meeting is or has been given the requirement to ensure that the representations are read out at the meeting
(5) Unless exempted by an order under subsection (6) the company must comply with a request made under subsection (3)(b)
(6) On application by the company or by anyone who claims to be aggrieved the Court may order that the company is exempted from complying with the request if it is satisfied that the person who has made representations and made a requirement under subsection (3)—
(a) has abused the right to do so or
(b) has used such a right to secure needless publicity for defamatory matter
(7) If the company contravenes subsection (5) the resolution passed under section 462(1) is void even though section 562(1) is complied with
464 董事辞职
(1) 公司董事时辞董事职位该公司章程细该公司订立协议规定属例外
(2) 公司董事辞职该公司须述明辞职事通知交付处长交付方式须第645(4)条规定者
(3) 第(2)款规定辞职董事合理理相信关公司会交付关通知须述明辞职事通知交付处长登记该通知须符合指明格式
(4) 根第(3)款规定交付通知须述明 ——
(a) 关公司章程细该公司订立协议否规定辞职董事该公司发出辞职通知
(b) (述章程细协议规定发出该通知)该通知否已该规定发出
(5) 公司章程细该公司订立协议规定发出关该公司董事辞职通知非该董事 ——
(a) 该规定发出书面辞职通知
(b) 该通知留该公司注册办事处
(c) 该通知印送交该公司该通知电子版发送予该公司
否该项辞职效
(6) 条中 ——
董事 (director)包括备董事包括根第455(4)条视董事
464 Resignation of director
(1) A director of a company may unless it is otherwise provided in the articles of the company or by any agreement with the company resign as director at any time
(2) If a director of a company resigns the company must deliver a notice of the resignation to the Registrar in the manner required by section 645(4)
(3) Despite subsection (2) if the director resigning has reasonable grounds for believing that the company will not deliver the notice the director resigning must deliver to the Registrar for registration a notice of the resignation in the specified form
(4) The notice required to be delivered under subsection (3) must state—
(a) whether the director resigning is required by the articles of the company or by any agreement with the company to give notice of resignation to the company and
(b) if notice is so required whether the notice has been given in accordance with the requirement
(5) If notice of the resignation of a director of a company is required to be given by the articles of the company or by any agreement with the company the resignation does not have effect unless the director gives notice in writing of the resignation—
(a) in accordance with the requirement
(b) by leaving it at the registered office of the company or
(c) by sending it to the company in hard copy form or in electronic form
(6) In this section—
director (董事) includes a reserve director and a person regarded as a director under section 455(4)
第2分部 —— 谨慎技巧努力行事董事职责
Division 2—Directors’ Duty of Care Skill and Diligence
465 责合理水谨慎技巧努力行事
(1) 公司董事须合理水谨慎技巧努力行事
(2) 合理水谨慎技巧努力指合理努力具备条件行事时会谨慎技巧努力 ——
(a) 合理预期执行关董事关公司执行职时会具备般知识技巧验
(b) 该董事身具备般知识技巧验
(3) 第(1)款指明责关公司董事该公司负
(4) 第(1)款指明责取代关公司董事该公司负合理水谨慎技巧努力行事责普通法规衡法原效
(5) 条适幕董事犹条适董事样
(6) 第(5)款言某法团体附属公司众董事半数董事惯该团体指示指令行事该团体会仅视附属公司幕董事
465 Duty to exercise reasonable care skill and diligence
(1) A director of a company must exercise reasonable care skill and diligence
(2) Reasonable care skill and diligence mean the care skill and diligence that would be exercised by a reasonably diligent person with—
(a) the general knowledge skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company and
(b) the general knowledge skill and experience that the director has
(3) The duty specified in subsection (1) is owed by a director of a company to the company
(4) The duty specified in subsection (1) has effect in place of the common law rules and equitable principles as regards the duty to exercise reasonable care skill and diligence owed by a director of a company to the company
(5) This section applies to a shadow director as it applies to a director
(6) For the purposes of subsection (5) a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors or a majority of the directors of the subsidiary are accustomed to act in accordance with its direction or instructions
466 违反合理水谨慎技巧努力行事责民事果
影响条例条文公司(清盘杂项条文)条例(第32章)原违反(威胁违反)第465(1)条指明责果等假第465(1)条取代普通法规衡法原然适便会果
466 Civil consequences of breach of duty to exercise reasonable care skill and diligence
Without affecting other provisions of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) the consequences of breach (or threatened breach) of the duty specified in section 465(1) are the same as would apply if the common law rules or equitable principles that section 465(1) replaces applied
第3分部 —— 董事法律责
Division 3—Directors’ Liabilities
467 释义适范围
(1) 分部中 ——
第三者 (third party)公司言指非该公司非某联系公司
获准许弥偿条文 (permitted indemnity provision)公司言指符合说明条文 ——
(a) 订定该公司董事招致第三者法律责该董事提供弥偿
(b) 符合第469(2)条指明规定
(2) 第468469470条适生效日期#日订立条文
(3) 第471472条适生效日期#日订立获准许弥偿条文
(4) 第473条适生效日期#日董事作出行
_____________________
编辑附注：
# 生效日期：2014年3月3日
467 Interpretation and application
(1) In this Division—
permitted indemnity provision (获准许弥偿条文) in relation to a company means a provision that—
(a) provides for indemnity against liability incurred by a director of the company to a third party and
(b) meets the requirements specified in section 469(2)
third party (第三者) in relation to a company means a person other than the company or an associated company
(2) Sections 468 469 and 470 apply to any provision made on or after the commencement date# of those sections
(3) Sections 471 and 472 apply to a permitted indemnity provision made on or after the commencement date# of those sections
(4) Section 473 applies to conduct by a director on or after the commencement date# of that section
_____________________
Editorial Note
# Commencement date 3 March 2014
468 废止免董事法律责条文
(1) 条适载公司章程细公司订立合约文件条文
(2) 某条文意豁免公司董事该董事需承担该董事关该公司疏忽失责失职违反信讬行关连情况应须承担法律责该条文属效
(3) 公司藉着某条文直接间接该公司董事该公司联系公司董事提供弥偿弥偿该董事关该公司联系公司(视属情况定)疏忽失责失职违反信讬行关连情况须承担法律责该条文属效
(4) 第(3)款阻止公司法律责该公司董事该公司联系公司董事投购保险保持该保险效 ——
(a) 该董事关该公司联系公司(视属情况定)疏忽失责失职违反信讬行(欺诈行外)关连情况承担法律责
(b) 该董事针该董事提出民事刑事法律程序中进行辩护招致法律责该法律程序针该董事犯关该公司联系公司(视属情况定)疏忽失责失职违反信讬行(包括欺诈行)提出
468 Avoidance of provisions protecting director from liability
(1) This section applies to a provision contained in a company’s articles or in a contract entered into by a company or otherwise
(2) If a provision purports to exempt a director of the company from any liability that would otherwise attach to the director in connection with any negligence default breach of duty or breach of trust in relation to the company the provision is void
(3) If by a provision the company directly or indirectly provides an indemnity for a director of the company or a director of an associated company of the company against any liability attaching to the director in connection with any negligence default breach of duty or breach of trust in relation to the company or associated company (as the case may be) the provision is void
(4) Subsection (3) does not prevent a company from taking out and keeping in force insurance for a director of the company or a director of an associated company of the company against—
(a) any liability to any person attaching to the director in connection with any negligence default breach of duty or breach of trust (except for fraud) in relation to the company or associated company (as the case may be) or
(b) any liability incurred by the director in defending any proceedings (whether civil or criminal) taken against the director for any negligence default breach of duty or breach of trust (including fraud) in relation to the company or associated company (as the case may be)
469 获准许弥偿条文
(1) 关董事招致第三者法律责提供弥偿条文符合第(2)款指明规定第468(3)条适该条文
(2) 关条文法律责提供弥偿 ——
(a) 关董事缴付款项法律责 ——
(i) 刑事法律程序中判处罚款
(ii) 须遵守属规性质规定罚款形式缴付款项
(b) 该董事法律责 ——
(i) (该董事刑事法律程序中定罪)该董事该法律程序中作抗辩招致法律责
(ii) (关公司关公司联系公司提起民事法律程序该法律程序中该董事判败诉) 该董事该法律程序中作抗辩招致法律责
(iii) (关公司成员关公司联系公司成员代该公司提起民事法律程序该法律程序中该董事判败诉) 该董事该法律程序中作抗辩招致法律责
(iv) (关公司联系公司成员该联系公司联系公司成员代首述联系公司提起民事法律程序该法律程序中该董事判败诉)该董事该法律程序中作抗辩招致法律责
(v) (该董事根第903904条前身条例第358条申请济助原讼法庭拒绝该董事授予该济助)该董事该申请关连情况招致法律责
(3) 第(2)(b)款中提述定罪判决拒绝授予济助处提述关法律程序中终局决定
(4) 施行第(3)款定罪判决拒绝授予济助 ——
(a) 没遭诉提出诉限期结束时属终局
(b) 遭诉该诉进步诉获结时属终局
(5) 施行第(4)(b)款诉 ——
(a) 已获判定提出进步诉限期已结束
(b) 已遭放弃已情况失效
该诉属获结
469 Permitted indemnity provision
(1) Section 468(3) does not apply to a provision for indemnity against liability incurred by the director to a third party if the requirements specified in subsection (2) are met in relation to the provision
(2) The provision must not provide any indemnity against—
(a) any liability of the director to pay—
(i) a fine imposed in criminal proceedings or
(ii) a sum payable by way of a penalty in respect of noncompliance with any requirement of a regulatory nature or
(b) any liability incurred by the director—
(i) in defending criminal proceedings in which the director is convicted
(ii) in defending civil proceedings brought by the company or an associated company of the company in which judgment is given against the director
(iii) in defending civil proceedings brought on behalf of the company by a member of the company or of an associated company of the company in which judgment is given against the director
(iv) in defending civil proceedings brought on behalf of an associated company of the company by a member of the associated company or by a member of an associated company of the associated company in which judgment is given against the director or
(v) in connection with an application for relief under section 358 of the predecessor Ordinance or section 903 or 904 in which the Court refuses to grant the director relief
(3) A reference in subsection (2)(b) to a conviction judgment or refusal of relief is to the final decision in the proceedings
(4) For the purposes of subsection (3) a conviction judgment or refusal of relief—
(a) if not appealed against becomes final at the end of the period for bringing an appeal or
(b) if appealed against becomes final when the appeal or any further appeal is disposed of
(5) For the purposes of subsection (4)(b) an appeal is disposed of if—
(a) it is determined and the period for bringing any further appeal has ended or
(b) it is abandoned or otherwise ceases to have effect
470 董事报告须披露获准许弥偿条文
(1) 公司董事拟备董事报告第391条获批准时某获准许弥偿条文(该条文否该公司订立)正惠名名该公司董事情况效该报告须述明该条文正效
(2) 公司董事拟备董事报告关财政年度时间某获准许弥偿条文(该条文否该公司订立)惠名名身该公司前董事情况效该报告须述明该条文效
(3) 公司董事拟备董事报告第391条获批准时该公司订立某获准许弥偿条文正惠该公司联系公司名名董事情况效该报告须述明该条文正效
(4) 公司董事拟备董事报告关财政年度时间该公司订立某获准许弥偿条文惠名名身该公司联系公司前董事情况效该报告须述明该条文效
(5) 条中 ——
董事报告 (directors’report) 指 ——
(a) 根第388(1)条规定须拟备报告
(b) 根第388(2)条规定须拟备综合报告
470 Permitted indemnity provision to be disclosed in directors’ report
(1) If when a directors’ report prepared by the directors of a company is approved in accordance with section 391 a permitted indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company the report must state that the provision is in force
(2) If at any time during the financial year to which a directors’ report prepared by the directors of a company relates a permitted indemnity provision (whether made by the company or otherwise) was in force for the benefit of one or more persons who were then directors of the company the report must state that the provision was in force
(3) If when a directors’ report prepared by the directors of a company is approved in accordance with section 391 a permitted indemnity provision made by the company is in force for the benefit of one or more directors of an associated company of the company the report must state that the provision is in force
(4) If at any time during the financial year to which a directors’ report prepared by the directors of a company relates a permitted indemnity provision made by the company was in force for the benefit of one or more persons who were then directors of an associated company of the company the report must state that the provision was in force
(5) In this section—
directors’ report (董事报告) means—
(a) the report required to be prepared under section 388(1) or
(b) the consolidated report required to be prepared under section 388(2)
471 获准许弥偿条文文须备存点
(1) 获准许弥偿条文某公司名董事订立适 ——
(a) 该公司(该条文该公司该公司联系公司订立)
(b) (该条文联系公司订立)该联系公司
条具效力
(2) 条适公司须注册办事处根第657条订立规例订明点备存文件 ——
(a) 关获准许弥偿条文文
(b) (该条文非书面形式订立)份列明该条文条款书面备忘录
(3) 关公司 ——
(a) 须保留关文备忘录少年该年关条文终结届满日期翌日起计
(b) 须述期间备存该文备忘录供查阅
(4) 关文备忘录备存关公司注册办事处外点该公司须备存该文备忘录点该点更改通知处长该公司须该文备忘录首次备存该点15日该点更改15日(视属情况定)述通知交付处长登记该通知须符合指明格式
(5) 公司违反第(2)(3)款该公司名责均属犯罪处第3级罚款
(6) 公司违反第(4)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(7) 条中提述某获准许弥偿条文包括该条文更改
471 Place where copy of permitted indemnity provision must be kept
(1) This section has effect if a permitted indemnity provision is made for a director of a company and applies—
(a) to that company (whether the provision is made by that company or an associated company of that company) and
(b) if the provision is made by an associated company to that associated company
(2) A company to which this section applies must keep the following at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of the permitted indemnity provision
(b) if the provision is not in writing a written memorandum setting out the terms of the provision
(3) The company—
(a) must retain the copy or memorandum for at least one year after the date of termination or expiry of the provision and
(b) must keep the copy or memorandum available for inspection during that time
(4) If the copy or memorandum is kept at a place other than the company’s registered office the company must notify the Registrar of the place or any change in the place at which the copy or memorandum is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the copy or memorandum is first kept at that place or within 15 days after the change (as the case may be)
(5) If a company contravenes subsection (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(6) If a company contravenes subsection (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(7) In this section a reference to a permitted indemnity provision includes a variation of the provision
472 成员查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司根第471条备存获准许弥偿条文文书面备忘录
(2) 关公司成员提出求缴付订明费权根第657条订立规例获提供关条文备忘录文
(3) 条中 ——
订明 (prescribed)指根第657条订立规例订明
(4) 条中提述某获准许弥偿条文包括该条文更改
472 Right of member to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect in accordance with regulations made under section 657 a copy of a permitted indemnity provision or a written memorandum kept by the company under section 471
(2) A member of the company is entitled on request and on payment of a prescribed fee to be provided with a copy of the provision or memorandum in accordance with regulations made under section 657
(3) In this section—
prescribed (订明) means prescribed by regulations made under section 657
(4) In this section a reference to a permitted indemnity provision includes a variation of the provision
473 涉疏忽等董事行追认
(1) 条适公司追认涉关该公司疏忽失责失职违反信讬董事行
(2) 关公司追认关行决定藉该公司成员通决议作出
(3) 会议建议通述决议符合说明成员该决议投赞成票均须予理会 ——
(a) 该成员属董事行寻求追认象
(b) 该董事关连实体
(c) 信讬方式该董事该实体持关公司股份
(4) 第(3)款阻止该款指明成员出席商议关决定会议计算该会议法定数时计入参该会议议事程序
(5) 条言 ——
(a) 行 (conduct)包括作作
(b) 董事 (director)包括前董事
(c) 幕董事须视董事
(d) 提述董事关连实体具第486 条予涵义
(6) 条影响 ——
(a) 关公司成员致意作出决定效性
(b) 关董事意提起诉权力影响关董事代表关公司提出申索进行解放弃该申索权力
(7) 条影响 ——
(a) 效追认施加额外规定条例法律规
(b) 关关公司追认作法律规
473 Ratification of conduct by director involving negligence etc
(1) This section applies to the ratification by a company of conduct by a director involving negligence default breach of duty or breach of trust in relation to the company
(2) A decision of the company to ratify the conduct may only be made by resolution of the members of the company
(3) If such a resolution is proposed at a meeting every vote in favour of the resolution by a member who—
(a) is a director in respect of whose conduct the ratification is sought
(b) is an entity connected with that director or
(c) holds any shares in the company in trust for that director or entity
is to be disregarded
(4) Subsection (3) does not prevent a member specified in that subsection from attending being counted towards the quorum for or taking part in the proceedings at any meeting at which the decision is considered
(5) For the purposes of this section—
(a) conduct (行) includes acts and omissions
(b) director (董事) includes a former director
(c) a shadow director is to be regarded as a director and
(d) a reference to an entity connected with a director has the meaning given by section 486
(6) Nothing in this section affects—
(a) the validity of a decision taken by unanimous consent of the members of the company or
(b) any power of the directors to agree not to sue or to settle or release a claim made by them on behalf of the company
(7) This section does not affect—
(a) any other Ordinance or rule of law imposing additional requirements for valid ratification or
(b) any rule of law as to acts that are incapable of being ratified by the company
第4分部 —— 公司秘书委辞职
Division 4—Appointment and Resignation of Company Secretaries
474 公司须名公司秘书
(1) 公司须名公司秘书
(2) 公司成立法团日期起根第67(1)条交付处长法团成立表格指名公司秘书担该公司首公司秘书
(3) 某商号名称根附表2第5(1)(c)条法团成立表格指明该表格日期日该商号合伙担关公司首联名公司秘书
(4) 公司公司秘书 ——
(a) 属然须通常居香港
(b) 属法团体注册办事处须设香港须香港设营业点
(5) ——
(a) 公司秘书职位悬空原致没公司秘书够行事情况规定须获准公司秘书作出事情助理公司秘书副公司秘书作出规定须获准公司秘书作出事情助理公司秘书副公司秘书作出
(b) 没助理公司秘书副公司秘书够行事情况规定须获准公司秘书作出事情董事目般特授权关公司高级员作出规定须获准公司秘书作出事情该员作出
474 Company required to have company secretary
(1) A company must have a company secretary
(2) With effect from the date of incorporation of a company the first company secretary of the company is the person named as the company secretary in the incorporation form delivered to the Registrar under section 67(1)
(3) If the name of a firm is specified in the incorporation form under section 5(1)(c) of Schedule 2 all partners of the firm as at the date of the incorporation form are the first joint company secretaries of the company
(4) A company secretary of a company must—
(a) if a natural person ordinarily reside in Hong Kong and
(b) if a body corporate have its registered office or a place of business in Hong Kong
(5) Anything required or authorized to be done by or to the company secretary may be done—
(a) if the office is vacant or there is for any other reason no company secretary capable of acting by or to any assistant or deputy company secretary or
(b) if there is no assistant or deputy company secretary capable of acting by or to any officer of the company authorized generally or specially in that behalf by the directors
475 种情况董事担公司秘书
(1) 第(2)(3)款规定外公司董事担该公司公司秘书
(2) 私公司董事属该公司唯董事兼该公司公司秘书
(3) 名董事私公司公司秘书该董事唯董事法团体
475 Circumstances under which director may not be company secretary
(1) Subject to subsections (2) and (3) a director of a company may be a company secretary of the company
(2) The director of a private company having only one director must not also be a company secretary of the company
(3) No private company having only one director may have as company secretary of the company a body corporate the sole director of which is the sole director of the private company
476 规定公司委公司秘书指示
(1) 处长觉公司违反第474(1)(4)475(2)(3)条指示该公司委名公司秘书符合该条规定
(2) 述指示须指明 ——
(a) 关公司似违反法例规定
(b) 第(3)款规限该公司遵该指示限期
(c) 没遵该指示属第(6)款订罪行
(3) 述限期少关指示发出日期月超该日期3月
(4) 处长关指示指明限期结束前藉书面通知延长该限期
(5) 关公司须符合说明方式遵述指示︰该指示指明限期结束前(处长根第(4)款延长该限期)延长限期结束前作出需委
(6) 公司没遵条指指示该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
476 Direction requiring company to appoint company secretary
(1) If it appears to the Registrar that a company is in contravention of section 474(1) or (4) or 475(2) or (3) the Registrar may direct the company to appoint a company secretary in compliance with that section
(2) The direction must specify—
(a) the statutory requirement of which the company appears to be in contravention
(b) subject to subsection (3) the period within which the company must comply with the direction and
(c) that a failure to comply with the direction is an offence under subsection (6)
(3) The period must not be less than one month or more than 3 months after the date on which the direction is given
(4) The Registrar may before the end of the period specified in the direction by notice in writing extend the period
(5) The company must comply with the direction by making the necessary appointment before the end of the period specified in the direction or if the period is extended by the Registrar under subsection (4) the extended period
(6) If a company fails to comply with a direction under this section the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
477 公司秘书辞职
(1) 公司公司秘书时辞公司秘书职位该公司章程细该公司订立协议规定属例外
(2) 公司公司秘书辞职该公司须述明辞职事通知交付处长交付方式须第652(2)条规定者
(3) 第(2)款规定辞职公司秘书合理理相信关公司会交付关通知须述明辞职事通知交付处长该通知须符合指明格式通知
(4) 根第(3)款规定交付通知须述明 ——
(a) 关公司章程细该公司订立协议否规定辞职公司秘书该公司发出辞职通知
(b) (述章程细协议规定发出该通知) 该通知否已该规定发出
(5) 公司章程细该公司订立协议规定发出关该公司公司秘书辞职通知非该公司秘书 ——
(a) 该规定发出书面辞职通知
(b) 该通知留该公司注册办事处
(c) 该通知印送交该公司该通知电子版发送予该公司
否该项辞职效
477 Resignation of company secretary
(1) A company secretary of a company may unless it is otherwise provided in the articles of the company or by any agreement with the company resign as company secretary at any time
(2) If a company secretary of a company resigns the company must deliver a notice of the resignation to the Registrar in the manner required by section 652(2)
(3) Despite subsection (2) if the company secretary resigning has reasonable grounds for believing that the company will not deliver the notice the company secretary resigning must deliver to the Registrar for registration a notice of the resignation in the specified form
(4) The notice required to be delivered under subsection (3) must state—
(a) whether the company secretary resigning is required by the articles of the company or by any agreement with the company to give notice of resignation to the company and
(b) if notice is so required whether the notice has been given in accordance with the requirement
(5) If notice of the resignation of a company secretary of a company is required to be given by the articles of the company or by any agreement with the company the resignation does not have effect unless the company secretary gives notice in writing of the resignation—
(a) in accordance with the requirement
(b) by leaving it at the registered office of the company or
(c) by sending it to the company in hard copy form or in electronic form
第5分部 —— 关董事公司秘书杂项条文
Division 5—Miscellaneous Provisions Relating to Directors and Company Secretaries
478 董事须候补董事作承担法律责等
(1) 某公司章程细授权名董事委名候补董事代行事非该章程细载明订隐含相反条文否 ——
(a) 获委候补董事须作出该委董事代理
(b) 委候补董事董事须该候补董事候补董事身分行事时犯侵权行承担法律责
(2) 第(1)(b)款影响候补董事作作承担法律责
478 Director vicariously liable for acts of alternate etc
(1) If the articles of a company authorize a director to appoint an alternate director to act in place of the director then unless the articles contain any provision to the contrary whether express or implied—
(a) an alternate director so appointed is deemed to be the agent of the director who appoints the alternate director and
(b) a director who appoints an alternate director is vicariously liable for any tort committed by the alternate director while acting in the capacity of alternate director
(2) Nothing in subsection (1)(b) affects the personal liability of an alternate director for any act or omission
479 废止董事兼公司秘书双重身分作出作
(1) 条文规定授权公司董事公司秘书作出某事情规定授权某公司董事公司秘书作出某事情 ——
(a) 身兼董事公司秘书作出该事情该作出该事情
(b) 身兼董事代公司秘书作出该事情该作出该事情
属遵守该条文
(2) 条适 ——
(a) 条例公司( 清盘杂项条文)条例(第32章)条文
(b) 公司章程细条文
479 Avoidance of acts done by person in dual capacity as director and company secretary
(1) A provision requiring or authorizing a thing to be done by or to a director and a company secretary of a company is not satisfied by its being done by or to the same person acting—
(a) both as director and company secretary or
(b) both as director and in place of the company secretary
(2) This section applies to—
(a) any provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) and
(b) any provision in a company’s articles
480 关未获解破产破产担董事条文
(1) 身未获解破产破产担公司董事直接间接参关涉公司理该获裁定破产原讼法庭许属例外
(2) 违反第(1)款属犯罪 ——
(a) 循公诉程序定罪处罚款700000监禁2年
(b) 循简易程序定罪处罚款150000监禁12月
(3) 非拟申请原讼法庭许意通知书已送达破产理署署长否原讼法庭条目予许
(4) 破产理署署长认批准第(3)款指申请违公众利益须出席该申请聆讯反批准该申请
(5) 第(1)款中 ——
公司 (company)词具公司(清盘杂项条文)条例(第32章)第168C(1)条予该词涵义
480 Provisions as to undischarged bankrupt acting as director
(1) A person who is an undischarged bankrupt must not act as director of or directly or indirectly take part or be concerned in the management of a company except with the leave of the Court by which the person was adjudged bankrupt
(2) A person who contravenes subsection (1) commits an offence and is liable—
(a) on conviction on indictment to a fine of 700000 and to imprisonment for 2 years or
(b) on summary conviction to a fine of 150000 and to imprisonment for 12 months
(3) The Court must not give leave for the purposes of this section unless notice of intention to apply for it has been served on the Official Receiver
(4) If the Official Receiver is of opinion that it is contrary to the public interest that an application under subsection (3) should be granted the Official Receiver must attend the hearing of and oppose the granting of the application
(5) In subsection (1)—
company (公司) has the meaning given by section 168C(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
481 董事会议董事决议纪录
(2018年第35号第55条修订)
(1) 公司须安排项予记录 —— (2018年第35号第55条修订)
(a) 董事会议议事程序纪录
(b) 董事举行会议情况通决议 (2018年第35号第55条修订)
(2) 公司须备存第(1)款指纪录少10年该期间日期起计 —— (2018年第35号第55条修订)
(a) 关会议举行日期
(b) 举行会议情况通关决议日期 (2018年第35号第55条修订)
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 条适2018年公司(修订)(第2号)条例(2018年第35号)第55条生效日期*前举行会议情况通决议 (2018年第35号第55条增补)
_____________________
编辑附注：
* 生效日期：2019年2月1日
481 Minutes of directors’ meetings and directors’ resolutions
(Amended 35 of 2018 s 55)
(1) A company must cause the following to be recorded—(Amended 35 of 2018 s 55)
(a) minutes of all proceedings at meetings of its directors and
(b) all resolutions passed by its directors without a meeting
(2) A company must keep the records under subsection (1) for at least 10 years from— (Amended 35 of 2018 s 55)
(a) the date of the meeting or
(b) the date of the passing of the resolution without a meeting
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) This section does not apply to a resolution passed without a meeting before the commencement date* of section 55 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) (Added 35 of 2018 s 55)
(Amended 35 of 2018 s 55)
_____________________
Editorial Note
* Commencement date 1 February 2019
482 作证纪录
(1) 第481条记录会议纪录关会议席签署次董事会议席签署该关会议议事程序证
(2) 董事会议议事程序根第(1)款藉会议纪录证明相反证明成立前 —— (2018年第35号第56条修订)
(a) 该会议须视已妥举行召开
(b) 该会议议事程序均须视已妥完成
(c) 该会议作出委均须视效
(3) 第(2)(c)款受第456(3)459(2)条规限
482 Minutes as evidence
(1) Minutes recorded in accordance with section 481 if purporting to be signed by the chairperson of the meeting or by the chairperson of the next directors’ meeting are evidence of the proceedings at the meeting
(2) If the proceedings at a meeting of directors are evidenced by minutes under subsection (1) then until the contrary is proved— (Amended 35 of 2018 s 56)
(a) the meeting is to be regarded as having been duly held and convened
(b) all proceedings at the meeting are to be regarded as having duly taken place and
(c) all appointments at the meeting are to be regarded as valid
(3) Subsection (2)(c) is subject to sections 456(3) and 459(2)
483 关私公司唯董事决定书面纪录
(1) 私公司名董事该董事作出符合说明决定 ——
(a) 董事会议作出
(b) 具犹已该会议获意效力
该董事须作出该项决定7日该公司提供份该项决定书面纪录该项决定书面决议方式作出属例外
(2) 董事第(1)款关公司提供份关某决定书面纪录该纪录属该董事已作出该决定充分证
(3) 公司须备存第(1)款该公司提供书面纪录少10年该期间关决定作出日期起计
(4) 董事违反第(1)款属犯罪
(5) 公司违反第(3)款该公司名责均属犯罪
(6) 犯第(4)款订罪行处第3级罚款
(7) 犯第(5)款订罪行处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(8) 董事违反第(1)款规定影响该款述决定效性
___________
483 Written record of decision of sole director of private company
(1) If a private company has only one director and the director takes any decision that—
(a) may be taken in a meeting of directors and
(b) has effect as if agreed in a meeting of directors
the director must (unless that decision is taken by way of a resolution in writing) provide the company with a written record of that decision within 7 days after the decision is made
(2) If the director provides the company with a written record of a decision in accordance with subsection (1) that record is sufficient evidence of the decision having been taken by the director
(3) A company must keep a written record provided to the company in accordance with subsection (1) for at least 10 years from the date of the decision
(4) A director who contravenes subsection (1) commits an offence
(5) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence
(6) A person who commits an offence under subsection (4) is liable to a fine at level 3
(7) A person who commits an offence under subsection (5) is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(8) A contravention of subsection (1) by a director does not affect the validity of any decision mentioned in that subsection
___________
第11部
Part 11
董事公处事
(格式变更——2013年第1号编辑修订纪录)
Fair Dealing by Directors
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
484 释义
(1) 分部中 ——
子女 (child)包括继子女非婚生子女香港法律承认方式领养子女
居关系 (cohabitation relationship)指作情侣亲密关系生活两名士(性异性)间关系
董事 (director)包括幕董事
(2) 分部中提述未成年子女提述18岁子女
484 Interpretation
(1) In this Division—
child (子女) includes a stepchild an illegitimate child and a child adopted in any manner recognized by the law of Hong Kong
cohabitation relationship (居关系) means a relationship between 2 persons (whether of the same sex or of the opposite sex) who live together as a couple in an intimate relationship
director (董事) includes a shadow director
(2) In this Division a reference to a minor child is a reference to a child who is under 18 years of age
485 构成违反情况
部中提述构成违反情况属项非事实情况便会第2分部第3次分部会禁止交易安排包括该事实情况
485 Circumstances constituting contravention
In this Part a reference to circumstances constituting a contravention includes in the case of a transaction or arrangement that but for any fact or circumstances would not be prohibited because of Subdivision 3 of Division 2 the fact or circumstances
486 关连实体
(1) 部中提述公司董事前董事关连实体提述 ——
(a) 该董事前董事家庭成员
(b) 该董事前董事处居关系
(c) 属(b)段指未成年子女符合说明 ——
(i) 非该董事前董事子女
(ii) 该董事前董事生活
(d) 该董事前董事联系法团体
(e) 指明信讬(雇员参股计划退休金计划目设信讬外)受讬身分行事
(f) 述合伙身分行事 ——
(i) 该董事前董事
(ii) 该董事前董事配偶
(iii) 该董事前董事未成年子女
(iv) (e)段属该董事前董事关连实体
(2) 第(1)(e)款言符合说明信讬属指明信讬 ——
(a) 该信讬受益包括 ——
(i) 关董事前董事
(ii) 该董事前董事配偶
(iii) 该董事前董事未成年子女
(b) 该 ——
(i) 信讬条款赋予关受讬项利益行权力 ——
(A) 该董事前董事
(B) 该董事前董事配偶
(C) 该董事前董事未成年子女
(ii) 董事前董事知悉该董事前董事该配偶子女属该项权力行象
(3) 条中 ——
合伙 (partner)言指合伙条例(第38章)指合伙中属该合伙
雇员参股计划 (employee share scheme)指旨鼓励利便持利益持公司股份计划 ——
(a) 正真诚受雇真诚受雇该公司属公司集团成员公司
(b) (a)段提述配偶遗孀未亡夫未成年子女
486 Connected entity
(1) In this Part a reference to an entity connected with a director or former director of a company is a reference to—
(a) a member of the director’s or former director’s family
(b) a person who is in a cohabitation relationship with the director or former director
(c) a minor child of a person falling within paragraph (b) who—
(i) is not a child of the director or former director and
(ii) lives with the director or former director
(d) a body corporate with which the director or former director is associated
(e) a person acting in the capacity as trustee of a specified trust other than a trust for the purpose of an employee share scheme or a pension scheme or
(f) a person acting in the capacity as partner of—
(i) the director or former director
(ii) the spouse of the director or former director
(iii) a minor child of the director or former director or
(iv) another person who by virtue of paragraph (e) is an entity connected with the director or former director
(2) For the purposes of subsection (1)(e) a trust is a specified trust—
(a) if the beneficiaries of the trust include—
(i) the director or former director
(ii) the spouse of the director or former director or
(iii) a minor child of the director or former director or
(b) if—
(i) the terms of the trust give a power to the trustees that may be exercised for the benefit of—
(A) the director or former director
(B) the spouse of the director or former director or
(C) a minor child of the director or former director and
(ii) the director or former director knows that the director or former director or the spouse or child is an object of the power
(3) In this section—
employee share scheme (雇员参股计划) means a scheme for encouraging or facilitating the holding of shares in a company by or for the benefit of—
(a) persons employed or formerly employed in good faith by that company or another company in the same group of companies or
(b) the spouses widows widowers or minor children of persons referred to in paragraph (a)
partner (合伙) in relation to another person means a person who is a partner of that other person in a partnership within the meaning of the Partnership Ordinance (Cap 38)
487 董事前董事家庭成员
部中提述某董事前董事家庭成员提述 ——
(a) 该董事前董事配偶
(b) 该董事前董事子女
(c) 该董事前董事父母
487 Family member of director or former director
In this Part a reference to a member of a director’s or former director’s family is a reference to—
(a) the spouse of the director or former director
(b) a child of the director or former director or
(c) a parent of the director or former director
488 法团体联系董事前董事
(1) 部言董事前董事符合说明属法团体联系 ——
(a) 该董事前董事中第(3)款指明实体该董事前董事连中该等实体该法团体成员会权行30表决权权控制30表决权行
(b) 该法团体众董事半数董事惯指示指令行事 ——
(i) 该董事前董事
(ii) 该董事前董事关连实体
(2) 条中提述某董事前董事第(3)款指明实体控制行表决权包括关情况法团体控制行表决权关情况指该董事前董事中该等指明实体该董事前董事连中该等指明实体该法团体成员会权行50表决权权控制50表决权行
(3) 施行第(1)(2)款指明实体 ——
(a) 关董事前董事配偶
(b) 该董事前董事未成年子女
(c) 第486(1)(e)条属该董事前董事关连实体
488 Director or former director associated with body corporate
(1) For the purposes of this Part a director or former director is associated with a body corporate if—
(a) the director or former director or any one or more of the entities specified in subsection (3) or the director or former director together with any one or more of those specified entities are entitled to exercise or control the exercise of more than 30 of the voting power at any general meeting of that body corporate or
(b) the directors or a majority of the directors of that body corporate are accustomed to act in accordance with the directions or instructions of—
(i) the director or former director or
(ii) an entity connected with the director or former director
(2) In this section a reference to voting power the exercise of which is controlled by a director or former director or by an entity specified in subsection (3) includes voting power the exercise of which is controlled by another body corporate if the director or former director or any one or more of the specified entities or the director or former director together with any one or more of the specified entities are entitled to exercise or control the exercise of more than 50 of the voting power at any general meeting of that other body corporate
(3) The entity specified for the purposes of subsections (1) and (2) is—
(a) the spouse of the director or former director
(b) a minor child of the director or former director or
(c) a person who by virtue of section 486(1)(e) is an entity connected with the director or former director
489 公司受制项禁止
(1) 部项条文禁止某公司未获成员控权公司成员批准(项条文指明)前作出某事情该公司禁止未获该等批准前作出该事情
(2) 第(1)款规定施行项关条文通项独立决议
489 Company subject to more than one prohibition
(1) If a company is prohibited by more than one provision of this Part from doing something without the approval of the members of the company or of the members of a holding company of the company specified in each provision the company is prohibited from doing the thing without all those approvals
(2) Subsection (1) does not require a separate resolution for the purposes of each of the provisions
490 适交易安排限法律
施行部限交易安排法律(条例订定外)否香港法律关重
490 Application to transaction or arrangement despite its governing law
For the purposes of this Part it is immaterial whether or not the law (apart from this Ordinance) that governs a transaction or arrangement is the law of Hong Kong
第2分部 —— 贷款类似贷款信贷交易
Division 2—Loan Quasiloan and Credit Transaction
第1次分部 —— 导言
Subdivision 1—Preliminary
491 释义
(1) 分部中 ——
土 (land)包括性质种类土建筑物宅院物业单位产业权权益
服务 (services)指货物土外东西
指明公司 (specified company)指 ——
(a) 公众公司
(b) 属某公众公司附属公司私公司担保限公司
董事 (director)包括幕董事
担保 (guarantee)包括弥偿
(2) 分部言某法团体附属公司众董事半数董事惯该团体指示指令行事该团体会仅视附属公司幕董事
491 Interpretation
(1) In this Division—
director (董事) includes a shadow director
guarantee (担保) includes indemnity
land (土) includes any estate or interest in land buildings messuages and tenements of any nature or kind
services (服务) means anything other than goods or land
specified company (指明公司) means—
(a) a public company or
(b) a private company or company limited by guarantee that is a subsidiary of a public company
(2) For the purposes of this Division a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors or a majority of the directors of the subsidiary are accustomed to act in accordance with its directions or instructions
492 受董事控制法团体
(1) 分部言法团体符合说明属受某董事控制 ——
(a) 该董事该法团体成员会权行50表决权权控制50表决权行
(b) 该法团体众董事半数董事惯该董事指示指令行事
(2) 第(1)款中提述某董事控制行表决权包括关情况法团体控制行表决权关情况指该董事该法团体成员会权行50表决权权控制50表决权行
492 Body corporate controlled by director
(1) For the purposes of this Division a body corporate is controlled by a director if—
(a) the director is entitled to exercise or control the exercise of more than 50 of the voting power at any general meeting of that body corporate or
(b) the directors or a majority of the directors of that body corporate are accustomed to act in accordance with the directions or instructions of the director
(2) In subsection (1) a reference to voting power the exercise of which is controlled by a director includes voting power the exercise of which is controlled by another body corporate if the director is entitled to exercise or control the exercise of more than 50 of the voting power at any general meeting of that other body corporate
493 类似贷款
(1) 分部言某(该)作出作属某董事董事关连实体出类似贷款 ——
(a) 意该董事实体支付某数额非协议方式该董事实体支付某数额 ——
(i) 意付款条款该董事实体(代表该董事实体)会该作出付
(ii) 意付款情况令该董事实体负法律责该作出付
(b) 意该董事实体付该招致支出非协议方式该董事实体付该招致支出 ——
(i) 意付条款该董事实体(代表该董事实体)会该作出付
(ii) 意付情况令该董事实体负法律责该作出付
(2) 分部言某某董事董事关连实体出类似贷款该董事实体该项类似贷款法律责包括意代表该董事实体该作出付法律责
493 Quasiloan
(1) For the purposes of this Division a person makes a quasiloan to a director or an entity connected with a director if the person—
(a) agrees to pay or pays otherwise than pursuant to an agreement a sum for the director or connected entity—
(i) on terms that the director or connected entity (or another person on behalf of the director or connected entity) will reimburse the person or
(ii) in circumstances giving rise to a liability on the director or connected entity to reimburse the person or
(b) agrees to reimburse or reimburses otherwise than pursuant to an agreement expenditure incurred by another person for the director or connected entity—
(i) on terms that the director or connected entity (or another person on behalf of the director or connected entity) will reimburse the person or
(ii) in circumstances giving rise to a liability on the director or connected entity to reimburse the person
(2) For the purposes of this Division if a person makes a quasiloan to a director or an entity connected with a director the director’s or connected entity’s liabilities under the quasiloan include the liabilities of any other person who has agreed to reimburse the person on the director’s or connected entity’s behalf
494 信贷交易
(1) 分部言某作出作属债权身分某董事董事关连实体订立信贷交易 ——
(a) 根租购协议提供货物予该董事实体
(b) 根条件售卖协议售卖货物土予该董事实体
(c) 货物出租租赁予土出租予该董事实体交换定期付款
(d) 基述理解方式提供货物服务予土处置转予该董事实体︰关付款(整笔支付分期支付定期支付方式支付)会延
(2) 条中 ——
条件售卖协议 (conditional sale agreement)指符合说明售卖货物土协议 ——
(a) 根该协议该货物土买价部分藉分期付款方式支付
(b) 根该协议卖方保留该货物土产权直该协议指明关分期付款条件条件获履行止
(c) 根该协议该项产权保留该等条件获履行前买方该货物土
租购协议 (hirepurchase agreement)指委讬保货物协议根该协议受寄购买该货物该货物产权转移予转移予受寄
494 Credit transaction
(1) For the purposes of this Division a person enters into a credit transaction as creditor for a director or an entity connected with a director if the person—
(a) supplies goods to the director or connected entity under a hirepurchase agreement
(b) sells goods or land to the director or connected entity under a conditional sale agreement
(c) leases or hires goods or leases land to the director or connected entity in return for periodical payments or
(d) otherwise supplies goods or services or disposes of land to the director or connected entity on the understanding that payment (whether in a lump sum or instalments or by way of periodical payments or otherwise) is to be deferred
(2) In this section—
conditional sale agreement (条件售卖协议) means an agreement for the sale of goods or land under which—
(a) the purchase price or part of it is payable by instalments
(b) the property in the goods or land is to remain in the seller until the conditions regarding the payment of instalments or other conditions specified in the agreement are fulfilled and
(c) despite such reservation of property the buyer is to be in possession of the goods or land before the fulfilment of those conditions
hirepurchase agreement (租购协议) means an agreement for the bailment of goods under which the bailee may buy the goods or under which the property in the goods will or may pass to the bailee
495 交易安排订立
(1) 分部中提述交易订立董事受董事控制法团体董事关连实体提述 ——
(a) (属贷款类似贷款关贷款类似贷款担保保证)入该项贷款类似贷款董事受控制法团体关连实体
(b) (属信贷交易关信贷交易担保保证)根该项信贷交易属货物土服务提供出售出租租赁方式处置象董事关连实体
(2) 分部言情况安排属董事受董事控制法团体董事关连实体订立 ——
(a) (属第504(1)(a)(2)(a)条述安排)某公司参该项安排根该项安排该董事受控制法团体关连实体订立交易
(b) (属第504(1)(b)(2)(b)条述安排)某公司该董事受控制法团体关连实体订立交易权利义务法律责订立该项安排
495 Person for whom transaction or arrangement entered into
(1) In this Division a reference to a director a body corporate controlled by a director or an entity connected with a director for whom a transaction is entered into is—
(a) in the case of a loan or quasiloan or a guarantee or security in connection with a loan or quasiloan a reference to the director controlled body corporate or connected entity to whom the loan or quasiloan is made or
(b) in the case of a credit transaction or a guarantee or security in connection with a credit transaction a reference to the director or connected entity to whom goods land or services are supplied sold leased hired or otherwise disposed of under the credit transaction
(2) For the purposes of this Division an arrangement is entered into for a director a body corporate controlled by a director or an entity connected with a director if—
(a) in the case of an arrangement mentioned in section 504(1)(a) or (2)(a) a company takes part in the arrangement under which another person enters into a transaction with the director controlled body corporate or connected entity or
(b) in the case of an arrangement mentioned in section 504(1)(b) or (2)(b) a company enters into the arrangement in relation to any rights obligations or liabilities under a transaction entered into by another person with the director controlled body corporate or connected entity
496 成员订明批准
(1) 分部中提述订立某项交易安排公司成员该公司控权公司成员订明批准提述藉该等成员符合说明决议取批准 ——
(a) 该项交易安排订立前通
(b) 第(2)款指明规定该项决议获符合
(2) 施行第(1)(b)款指明规定 ——
(a) (属书面决议)份列出第(4)款指明事项备忘录建议决议送交名成员时前已送交该成员
(b) (属成员会通决议) ——
(i) 份列出第(4)款指明事项备忘录连召开该会通知书已送交名成员
(ii) (关公司属指明公司)理会第(5)款指明成员该项决议投赞成票情况该项决议获通
(3) 公司章程细条文规定外断定否符合第(2)(a)(b)(i)款指明规定言意外遗漏成员送交备忘录情况须予理会
(4) 施行第(2)(a)(b)(i)款指明事项 ——
(a) (属第500501502条目通决议) ——
(i) 该项决议批准交易性质
(ii) 关贷款类似贷款款额
(iii) 该项贷款类似贷款需作途
(iv) 关公司该项贷款类似贷款关连交易法律责范围
(b) (属第503条目通决议) ——
(i) 该项决议批准交易性质
(ii) 关信贷交易款额价值
(iii) 根该项信贷交易提供出售出租租赁方式处置货物土服务需作途
(iv) 关公司该项信贷交易关连交易法律责范围
(c) (属第504条目通决议) ——
(i) 假关公司寻求批准关安排关交易便会须披露事项
(ii) 该项决议批准安排性质
(iii) 关公司该项安排法律责范围
(5) 施行第(2)(b)(ii)款指明成员 ——
(a) (属第500501条目通决议)符合说明成员 ——
(i) 属身关贷款建议出象实际出象受控制法团体
(ii) 属 ——
(A) 控制该法团体董事
(B) 身关贷款类似贷款建议出象实际出象董事
(iii) 信讬形式该受控制法团体董事持该公司股份
(b) (属第502条目通决议) 符合说明成员 ——
(i) 属获关贷款类似贷款建议出象实际出象关连实体
(ii) 属该实体关连董事
(iii) 信讬形式该关连实体董事持该公司股份
(c) (属第503条目通决议) 符合说明成员 ——
(i) 属关信贷交易已建议订立董事关连实体
(ii) 属该实体关连董事
(iii) 信讬形式第(i)(ii)节指明董事该关连实体持该公司股份
(d) (属第504条目通决议)符合说明成员 ——
(i) 属关安排已建议订立受控制法团体关连实体
(ii) 属 ——
(A) 控制该法团体董事
(B) 该实体关连董事
(C) 关安排已建议订立董事
(iii) 信讬形式该受控制法团体关连实体董事持该公司股份
(6) 第(2)(b)(ii)款阻止第(5)款指明成员出席考虑关决定会议计入该会议法定数参该会议程序
(7) 条中提述某项安排关交易 ——
(a) (属第504(1)(a)(2)(a)条述安排)提述根该项安排董事受董事控制法团体董事关连实体订立交易
(b) (属第504(1)(b)(2)(b)条述关某项交易权利义务法律责安排)提述该项交易
(8) 施行第(1)(a)款关决议分部生效日期#前日通相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
496 Prescribed approval of members
(1) In this Division a reference to the prescribed approval of the members of a company that enters into a transaction or arrangement or the members of a holding company of the company is a reference to an approval obtained by a resolution of those members—
(a) that is passed before the transaction or arrangement is entered into and
(b) in respect of which the requirements specified in subsection (2) are met
(2) The requirements specified for the purposes of subsection (1)(b) are—
(a) that in the case of a written resolution a memorandum setting out the matters specified in subsection (4) is sent to every member at or before the time at which the proposed resolution is sent to the member or
(b) that in the case of a resolution passed at a general meeting—
(i) a memorandum setting out the matters specified in subsection (4) is sent to every member together with the notice convening the meeting and
(ii) if the company is a specified company the resolution is passed after disregarding every vote in favour of the resolution by a member specified in subsection (5)
(3) Subject to any provision of the company’s articles any accidental omission to send the memorandum to a member is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met
(4) The matters specified for the purposes of subsection (2)(a) and (b)(i) are—
(a) in the case of a resolution for the purposes of section 500 501 or 502—
(i) the nature of the transaction to be approved by the resolution
(ii) the amount of the loan or quasiloan
(iii) the purpose for which the loan or quasiloan is required and
(iv) the extent of the company’s liability under any transaction connected with the loan or quasiloan
(b) in the case of a resolution for the purposes of section 503—
(i) the nature of the transaction to be approved by the resolution
(ii) the amount and value of the credit transaction
(iii) the purpose for which the goods land or services supplied sold leased hired or otherwise disposed of under the credit transaction are required and
(iv) the extent of the company’s liability under any transaction connected with the credit transaction or
(c) in the case of a resolution for the purposes of section 504—
(i) the matters that would have to be disclosed if the company were seeking approval of the transaction to which the arrangement relates
(ii) the nature of the arrangement to be approved by the resolution and
(iii) the extent of the company’s liability under the arrangement
(5) The member specified for the purposes of subsection (2)(b)(ii) is—
(a) in the case of a resolution for the purposes of section 500 or 501—
(i) one who is the controlled body corporate to whom the loan is proposed to be made or was made
(ii) one who is the director—
(A) who controls that body corporate or
(B) to whom the loan or quasiloan is proposed to be made or was made or
(iii) one who holds any shares in the company in trust for that controlled body corporate or director
(b) in the case of a resolution for the purposes of section 502—
(i) one who is the connected entity to whom the loan or quasiloan is proposed to be made or was made
(ii) one who is the director with whom that entity is connected or
(iii) one who holds any shares in the company in trust for that connected entity or director
(c) in the case of a resolution for the purposes of section 503—
(i) one who is the director or connected entity for whom the credit transaction is proposed to be entered into or was entered into
(ii) one who is the director with whom that entity is connected or
(iii) one who holds any shares in the company in trust for the director specified in subparagraph (i) or (ii) or that connected entity or
(d) in the case of a resolution for the purposes of section 504—
(i) one who is the controlled body corporate or connected entity for whom the arrangement is proposed to be entered into or was entered into
(ii) one who is the director—
(A) who controls that body corporate
(B) with whom that entity is connected or
(C) for whom the arrangement is proposed to be entered into or was entered into or
(iii) one who holds any shares in the company in trust for that controlled body corporate connected entity or director
(6) Subsection (2)(b)(ii) does not prevent a member specified in subsection (5) from attending being counted towards the quorum for or taking part in the proceedings at any meeting at which the decision is considered
(7) In this section a reference to a transaction to which an arrangement relates is—
(a) in the case of an arrangement mentioned in section 504(1)(a) or (2)(a) a reference to the transaction entered into with a director a body corporate controlled by a director or an entity connected with a director under the arrangement or
(b) in the case of an arrangement mentioned in section 504(1)(b) or (2)(b) in relation to any rights obligations or liabilities under a transaction a reference to the transaction
(8) For the purposes of subsection (1)(a) it is irrelevant whether the resolution is passed before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
497 交易安排等价值
(1) 施行分部 ——
(a) 交易价值须第(2)款断定
(b) 相关交易安排价值第(2)(3)款断定交易安排价值减该相关交易安排订立董事受董事控制法团体董事关连实体已减少法律责款额
(2) 第(1)款言 ——
(a) 贷款价值金款额
(b) 类似贷款价值入该贷款负法律责出该贷款作出付款额高款额
(c) 信贷交易价值假该交易关货物土服务通常业务运作中(订立交易时)提供已会根该项交易提供该等货物土服务相条款(价格外)提供时便合理预期够取价格
(d) 担保保证价值担保保证款额
(3) 第(1)(b)款言 ——
(a) 第504(1)(a)(2)(a)条述安排价值根该项安排董事受董事控制法团体董事关连实体订立交易价值
(b) 第504(1)(b)(2)(b)条述关某项交易权利义务法律责安排价值该项交易价值
497 Value of transaction or arrangement etc
(1) For the purposes of this Division—
(a) the value of a transaction is to be determined in accordance with subsection (2) and
(b) the value of any other relevant transaction or arrangement is the value of the transaction or arrangement determined in accordance with subsection (2) or (3) reduced by any amount by which the liabilities of the director the body corporate controlled by a director or the entity connected with a director for whom the transaction or arrangement was entered into have been reduced
(2) For the purposes of subsection (1)—
(a) the value of a loan is the amount of its principal
(b) the value of a quasiloan is the amount or maximum amount that the person to whom the quasiloan is made is liable to reimburse the person making the quasiloan
(c) the value of a credit transaction is the price that it is reasonable to expect could be obtained for goods land or services to which the transaction relates if they had been supplied (at the time the transaction is entered into) in the ordinary course of business and on the same terms (apart from the price) as they have been supplied or are to be supplied under the transaction and
(d) the value of a guarantee or security is the amount guaranteed or secured
(3) For the purposes of subsection (1)(b)—
(a) the value of an arrangement mentioned in section 504(1)(a) or (2)(a) is the value of the transaction entered into with a director a body corporate controlled by a director or an entity connected with a director under the arrangement and
(b) the value of an arrangement mentioned in section 504(1)(b) or (2)(b) in relation to any rights obligations or liabilities under a transaction is the value of the transaction
498 风险承担总额
(1) 第509510条中 ——
风险承担总额 (total exposure amount)指 ——
(a) (非指明公司公司言)第(2)款指明款额总额
(b) (指明公司言)第(3)款指明款额总额
(2) 施行第(1)款中风险承担总额定义(a)段指明款额 ——
(a) 关交易款额
(b) 订立该项交易时该公司予董事控权公司董事予受该等董事控制法团体项贷款未清偿金利息方面尚未清偿款额总额(关交易获第500条述订明批准出第499505506507508511512条出贷款外)
(c) (该公司予董事控权公司董事予受该等董事控制法团体贷款关连情况予担保提供保证(关交易获第500条述订明批准予提供第499505506507508511 512 条予提供担保保证外))该公司时项该等担保保证法律责款额总额
(d) (该公司订立第(4)款指明安排(获第504条述订明批准第499条订立安排外))该公司时已会项该等安排招致净额总额
(3) 施行第(1) 款中风险承担总额定义(b)段指明款额 ——
(a) 关交易款额
(b) 订立该项交易时该公司予董事控权公司董事受该等董事控制法团体该等董事关连实体项贷款类似贷款该公司债权身分董事控权公司董事受该等董事控制法团体该等董事关连实体订立项信贷交易未清偿金利息方面尚未清偿款额总额(关交易获第500501502503条述订明批准第499505506507508511512条出订立贷款类似贷款信贷交易外)
(c) (该公司予董事控权公司董事受该等董事控制法团体该等董事关连实体贷款类似贷款关连情况债权身分董事控权公司董事受该等董事控制法团体该等董事关连实体订立信贷交易关连情况予担保提供保证(关交易获第500501502503条述订明批准第499505506507508511512条予提供担保保证外))该公司时项该等担保保证法律责款额总额
(d) (该公司订立第(5)款指明安排(获第504条述订明批准第499 条订立安排外))该公司时已会项该等安排招致净额总额
(4) 施行第(2)(d)款指明安排 ——
(a) 符合说明安排 ——
(i) 根该项安排 ——
(A) 关公司董事该公司控权公司董事
(B) 受该等董事控制法团体
出问题贷款
(ii) 根该项安排该已会该项安排该公司该公司联系公司取利益
(b) 予 ——
(i) 该公司董事该公司控权公司董事
(ii) 受该等董事控制法团体
问题贷款权利义务法律责转予该公司安排令该公司承担该权利义务法律责安排
(5) 施行第(3)(d)款指明安排 ——
(a) 符合说明安排 ——
(i) 根该项安排士出问题贷款类似贷款债权身分士订立问题信贷交易 ——
(A) 关公司董事该公司控权公司董事
(B) 受该等董事控制法团体
(C) 该等董事关连实体
(ii) 根该项安排该已会该项安排该公司该公司联系公司取利益
(b) 贷款类似贷款信贷交易权利义务法律责转予该公司安排令该公司承担该权利义务法律责安排 ——
(i) ——
(A) 该公司董事该公司控权公司董事
(B) 受该等董事控制法团体
(C) 该等董事关连实体
出问题贷款类似贷款
(ii) 债权身分 ——
(A) 该公司董事该公司控权公司董事
(B) 该等董事关连实体
订立问题信贷交易
(6) 条中 ——
(a) 提述某根项安排关公司董事受该等董事控制法团体该等董事关连实体出问题贷款类似贷款提述假该公司该项安排日期出话便会已第500(1)501(1)502(1)条禁止贷款类似贷款(视属情况定)没第509510条情况便会已禁止贷款类似贷款(视属情况定)
(b) 提述某根项安排债权身分关公司董事该董事关连实体订立问题信贷交易提述假该公司该项安排日期订立话便会已第503(1)条禁止信贷交易没第509510条情况便会已禁止信贷交易
(c) 提述某根项安排关公司控权公司董事受该等董事控制法团体该等董事关连实体出问题贷款类似贷款提述假该公司该项安排日期出话便会已第500(2)501(2)502(2)条禁止贷款类似贷款(视属情况定)没第509510条情况便会已禁止贷款类似贷款(视属情况定)
(d) 提述某根项安排债权身分关公司控权公司董事该等董事关连实体订立问题信贷交易提述假该公司该项安排日期订立话便会已第503(2)条禁止信贷交易没第509510条情况便会已禁止信贷交易
498 Total exposure amount
(1) In sections 509 and 510—
total exposure amount (风险承担总额) means—
(a) in relation to a company that is not a specified company the aggregate of the amounts specified in subsection (2) or
(b) in relation to a specified company the aggregate of the amounts specified in subsection (3)
(2) The amounts specified for the purposes of paragraph (a) of the definition of total exposure amount in subsection (1) are—
(a) the amount of the transaction in question
(b) the aggregate of the amounts outstanding at the time that transaction is entered into in respect of the principal and interest or otherwise on every loan made by the company to a director of the company or of a holding company of the company or to a body corporate controlled by such a director (excluding the transaction in question and any loan made with the prescribed approval mentioned in section 500 or by virtue of section 499 505 506 507 508 511 or 512)
(c) the aggregate of the amounts representing the maximum liability of the company at that time under every guarantee given by the company and in respect of every security provided by the company in connection with any loan made by any person to a director of the company or of a holding company of the company or to a body corporate controlled by such a director (excluding the transaction in question and any guarantee or security given or provided with the prescribed approval mentioned in section 500 or by virtue of section 499 505 506 507 508 511 or 512) and
(d) the aggregate of the net amounts incurred or to be incurred by the company at that time under every arrangement specified in subsection (4) that is entered into by the company (excluding any arrangement entered into with the prescribed approval mentioned in section 504 or by virtue of section 499)
(3) The amounts specified for the purposes of paragraph (b) of the definition of total exposure amount in subsection (1) are—
(a) the amount of the transaction in question
(b) the aggregate of the amounts outstanding at the time that transaction is entered into in respect of the principal and interest or otherwise on every loan and quasiloan made by the company to and every credit transaction entered into by the company as creditor for a director of the company or of a holding company of the company or a body corporate controlled by such a director or an entity connected with such a director (excluding the transaction in question and any loan quasiloan or credit transaction made or entered into with the prescribed approval mentioned in section 500 501 502 or 503 or by virtue of section 499 505 506 507 508 511 or 512)
(c) the aggregate of the amounts representing the maximum liability of the company at that time under every guarantee given by the company and in respect of every security provided by the company in connection with any loan or quasiloan made by any person to or any credit transaction entered into by any person as creditor for a director of the company or of a holding company of the company or a body corporate controlled by such a director or an entity connected with such a director (excluding the transaction in question and any guarantee or security given or provided with the prescribed approval mentioned in section 500 501 502 or 503 or by virtue of section 499 505 506 507 508 511 or 512) and
(d) the aggregate of the net amounts incurred or to be incurred by the company at that time under every arrangement specified in subsection (5) that is entered into by the company (excluding any arrangement entered into with the prescribed approval mentioned in section 504 or by virtue of section 499)
(4) An arrangement specified for the purposes of subsection (2)(d) is—
(a) an arrangement under which—
(i) another person makes a questionable loan to—
(A) a director of the company or of a holding company of the company or
(B) a body corporate controlled by such a director and
(ii) that other person pursuant to the arrangement has obtained or is to obtain any benefit from the company or an associated company of the company or
(b) an arrangement for an assignment to the company or assumption by the company of any rights obligations or liabilities under a questionable loan made by another person to—
(i) a director of the company or of a holding company of the company or
(ii) a body corporate controlled by such a director
(5) An arrangement specified for the purposes of subsection (3)(d) is—
(a) an arrangement under which—
(i) another person makes a questionable loan or quasiloan to or enters into a questionable credit transaction as creditor for—
(A) a director of the company or of a holding company of the company
(B) a body corporate controlled by such a director or
(C) an entity connected with such a director and
(ii) that other person pursuant to the arrangement has obtained or is to obtain any benefit from the company or an associated company of the company or
(b) an arrangement for an assignment to the company or assumption by the company of any rights obligations or liabilities under—
(i) a questionable loan or quasiloan made by another person to—
(A) a director of the company or of a holding company of the company
(B) a body corporate controlled by such a director or
(C) an entity connected with such a director or
(ii) a questionable credit transaction entered into by another person as creditor for—
(A) a director of the company or of a holding company of the company or
(B) an entity connected with such a director
(6) In this section—
(a) a reference to a questionable loan or quasiloan made by a person to a director of the company a body corporate controlled by such a director or an entity connected with such a director under an arrangement is a reference to a loan or quasiloan (as the case may be) that if it had been made by the company on the date of the arrangement would have been prohibited by section 500(1) 501(1) or 502(1) or would have been so prohibited in the absence of sections 509 and 510
(b) a reference to a questionable credit transaction entered into by a person as creditor for a director of the company or an entity connected with such a director under an arrangement is a reference to a credit transaction that if it had been entered into by the company on the date of the arrangement would have been prohibited by section 503(1) or would have been so prohibited in the absence of sections 509 and 510
(c) a reference to a questionable loan or quasiloan made by a person to a director of a holding company of the company a body corporate controlled by such a director or an entity connected with such a director under an arrangement is a reference to a loan or quasiloan (as the case may be) that if it had been made by the company on the date of the arrangement would have been prohibited by section 500(2) 501(2) or 502(2) or would have been so prohibited in the absence of sections 509 and 510 and
(d) a reference to a questionable credit transaction entered into by a person as creditor for a director of a holding company of the company or an entity connected with such a director under an arrangement is a reference to a credit transaction that if it had been entered into by the company on the date of the arrangement would have been prohibited by section 503(2) or would have been so prohibited in the absence of sections 509 and 510
499 保留成员致意效力
(1) 根分部某条文某公司未获成员订明批准便订立某项交易安排该条文禁止该项交易安排获该等成员订立前予致意订立
(2) 根分部某条文某公司获成员订明批准订立某项交易安排该条文阻止该项交易安排获该等成员订立前予致意订立
(3) 施行第(1)(2)款关致意分部生效日期#前日予相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
499 Preservation of effect of members’ unanimous consent
(1) If under a provision of this Division a transaction or arrangement must not be entered into without the prescribed approval of a company’s members the provision does not prohibit the transaction or arrangement from being entered into with the unanimous consent of those members given before it is entered into
(2) If under a provision of this Division a transaction or arrangement may be entered into with only the prescribed approval of a company’s members the provision does not preclude the transaction or arrangement from being entered into with the unanimous consent of those members given before it is entered into
(3) For the purposes of subsection (1) or (2) it is irrelevant whether the unanimous consent is given before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
第2次分部 —— 禁止
Subdivision 2—Prohibitions
500 公司董事受董事控制法团体出贷款等
(1) 公司未获成员订明批准 ——
(a) ——
(i) 该公司董事
(ii) 受该等董事控制法团体
出贷款
(b) 予士贷款关连情况予担保提供保证 ——
(i) 该公司董事
(ii) 受该等董事控制法团体
(2) 公司未获成员订明批准该公司控权公司成员订明批准 ——
(a) ——
(i) 该公司控权公司董事
(ii) 受该等董事控制法团体
出贷款
(b) 予士贷款关连情况予担保提供保证 ——
(i) 该公司控权公司董事
(ii) 受该等董事控制法团体
(3) 第(2)款规定 ——
(a) 某公司控权公司香港外方成立法团该公司获成员订明批准订立关交易
(b) 某公司属该控权公司全资附属公司该控权公司香港成立法团该公司获该控权公司成员订明批准订立关交易
500 Company must not make loan etc to director or body corporate controlled by director
(1) Without the prescribed approval of its members a company must not—
(a) make a loan to—
(i) a director of the company or
(ii) a body corporate controlled by such a director or
(b) give a guarantee or provide security in connection with a loan made by any person to—
(i) a director of the company or
(ii) a body corporate controlled by such a director
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a company must not—
(a) make a loan to—
(i) a director of a holding company of the company or
(ii) a body corporate controlled by such a director or
(b) give a guarantee or provide security in connection with a loan made by any person to—
(i) a director of a holding company of the company or
(ii) a body corporate controlled by such a director
(3) Despite subsection (2)—
(a) a company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
501 指明公司董事出类似贷款等
(1) 指明公司未获成员订明批准 ——
(a) 该公司董事出类似贷款
(b) 予该等董事类似贷款关连情况予担保提供保证
(2) 指明公司未获成员订明批准该公司控权公司成员订明批准 ——
(a) 该控权公司董事出类似贷款
(b) 予该等董事类似贷款关连情况予担保提供保证
(3) 第(2)款规定 ——
(a) 某指明公司控权公司香港外方成立法团该指明公司获成员订明批准订立关交易
(b) 某指明公司属该控权公司全资附属公司该控权公司香港成立法团该指明公司获该控权公司成员订明批准订立关交易
501 Specified company must not make quasiloan etc to director
(1) Without the prescribed approval of its members a specified company must not—
(a) make a quasiloan to a director of the company or
(b) give a guarantee or provide security in connection with a quasiloan made by any person to such a director
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a specified company must not—
(a) make a quasiloan to a director of a holding company of the company or
(b) give a guarantee or provide security in connection with a quasiloan made by any person to such a director
(3) Despite subsection (2)—
(a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a specified company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
502 指明公司关连实体出贷款类似贷款等
(1) 指明公司未获成员订明批准 ——
(a) 该公司董事关连实体出贷款类似贷款
(b) 予该等董事关连实体贷款类似贷款关连情况予担保提供保证
(2) 指明公司未获成员订明批准该公司控权公司成员订明批准 ——
(a) 该控权公司董事关连实体出贷款类似贷款
(b) 予该等董事关连实体贷款类似贷款关连情况予担保提供保证
(3) 第(2)款规定 ——
(a) 某指明公司控权公司香港外方成立法团该指明公司获成员订明批准订立关交易
(b) 某指明公司该控权公司全资附属公司该控权公司香港成立法团该指明公司获该控权公司成员订明批准订立关交易
502 Specified company must not make loan or quasiloan etc to connected entity
(1) Without the prescribed approval of its members a specified company must not—
(a) make a loan or quasiloan to an entity connected with a director of the company or
(b) give a guarantee or provide security in connection with a loan or quasiloan made by any person to an entity connected with such a director
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a specified company must not—
(a) make a loan or quasiloan to an entity connected with a director of a holding company of the company or
(b) give a guarantee or provide security in connection with a loan or quasiloan made by any person to an entity connected with such a director
(3) Despite subsection (2)—
(a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a specified company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
503 指明公司债权身分董事关连实体订立信贷交易等
(1) 指明公司未获成员订明批准 ——
(a) 债权身分订立信贷交易 ——
(i) 该公司董事
(ii) 该等董事关连实体
(b) 债权身分该等董事该等董事关连实体订立信贷交易关连情况予担保提供保证
(2) 指明公司未获成员订明批准该公司控权公司成员订明批准 ——
(a) 债权身分 ——
(i) 该控权公司董事订立信贷交易
(ii) 该等董事关连实体订立信贷交易
(b) 债权身分该等董事该等董事关连实体订立信贷交易关连情况予担保提供保证
(3) 第(2)款规定 ——
(a) 某指明公司控权公司香港外方成立法团该指明公司获成员订明批准订立关交易
(b) 某指明公司属该控权公司全资附属公司该控权公司香港成立法团该指明公司获该控权公司成员订明批准订立关交易
503 Specified company must not enter into credit transaction etc as creditor for director or connected entity
(1) Without the prescribed approval of its members a specified company must not—
(a) enter into a credit transaction as creditor for—
(i) a director of the company or
(ii) an entity connected with such a director or
(b) give a guarantee or provide security in connection with a credit transaction entered into by any person as creditor for such a director or an entity connected with such a director
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a specified company must not—
(a) enter into a credit transaction as creditor for—
(i) a director of a holding company of the company or
(ii) an entity connected with such a director or
(b) give a guarantee or provide security in connection with a credit transaction entered into by any person as creditor for such a director or an entity connected with such a director
(3) Despite subsection (2)—
(a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a specified company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
504 公司参意规避第500503条安排
(1) 公司未获成员订明批准 ——
(a) 参符合说明安排 ——
(i) 根该项安排该公司董事受该等董事控制法团体该等董事关连实体订立问题交易
(ii) 根该项安排该已会该项安排该公司该公司联系公司取利益
(b) 安排 ——
(i) 该公司董事
(ii) 受该等董事控制法团体
(iii) 该等董事关连实体
订立问题交易权利义务法律责转予该公司令该公司承担该权利义务法律责
(2) 公司未获成员订明批准该公司控权公司成员订明批准 ——
(a) 参符合说明安排 ——
(i) 根该项安排该控权公司董事受该等董事控制法团体该等董事关连实体订立问题交易
(ii) 根该项安排该已会该项安排该公司该公司联系公司取利益
(b) 安排 ——
(i) 该公司控权公司董事
(ii) 受该等董事控制法团体
(iii) 该等董事关连实体
订立问题交易权利义务法律责转予该公司令该公司承担该权利义务法律责
(3) 第(2)款规定 ——
(a) 某公司控权公司香港外方成立法团该公司获成员订明批准订立关安排
(b) 某公司属该控权公司全资附属公司该控权公司香港成立法团该公司获该控权公司成员订明批准订立关安排
(4) 条中 ——
(a) 提述某根项安排关公司董事受该等董事控制法团体该等董事关连实体订立问题交易提述假该公司该项安排日期订立话便会已第500(1)501(1)502(1)503(1)条禁止交易没第3次分部情况便会已禁止交易
(b) 提述某根项安排关公司控权公司董事受该等董事控制法团体该等董事关连实体订立问题交易提述假该公司该项安排日期订立话便会已第500(2)501(2)502(2)503(2)条禁止交易没第3次分部情况便会已禁止交易
504 Company must not take part in arrangement purporting to circumvent sections 500 to 503
(1) Without the prescribed approval of its members a company must not—
(a) take part in an arrangement under which—
(i) another person enters into a questionable transaction with a director of the company a body corporate controlled by such a director or an entity connected with such a director and
(ii) that other person pursuant to the arrangement has obtained or is to obtain any benefit from the company or an associated company of the company or
(b) arrange for an assignment to the company or assumption by the company of any rights obligations or liabilities under a questionable transaction entered into by another person with—
(i) a director of the company
(ii) a body corporate controlled by such a director or
(iii) an entity connected with such a director
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a company must not—
(a) take part in an arrangement under which—
(i) another person enters into a questionable transaction with a director of a holding company of the company a body corporate controlled by such a director or an entity connected with such a director and
(ii) that other person pursuant to the arrangement has obtained or is to obtain any benefit from the company or an associated company of the company or
(b) arrange for an assignment to the company or assumption by the company of any rights obligations or liabilities under a questionable transaction entered into by another person with—
(i) a director of a holding company of the company
(ii) a body corporate controlled by such a director or
(iii) an entity connected with such a director
(3) Despite subsection (2)—
(a) a company may enter into the arrangement with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a company may enter into the arrangement with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
(4) In this section—
(a) a reference to a questionable transaction entered into by a person with a director of the company a body corporate controlled by such a director or an entity connected with such a director under an arrangement is a reference to a transaction that if it had been entered into by the company on the date of the arrangement would have been prohibited by section 500(1) 501(1) 502(1) or 503(1) or would have been so prohibited in the absence of Subdivision 3 and
(b) a reference to a questionable transaction entered into by a person with a director of a holding company of the company a body corporate controlled by such a director or an entity connected with such a director under an arrangement is a reference to a transaction that if it had been entered into by the company on the date of the arrangement would have been prohibited by section 500(2) 501(2) 502(2) or 503(2) or would have been so prohibited in the absence of Subdivision 3
第3次分部 —— 第2次分部例外情况
Subdivision 3—Exceptions to Subdivision 2
505 例外情况：价值超净资产已催缴股5贷款类似贷款信贷交易
(1) 关交易价值相关交易安排价值总额超款额5第500501502503条禁止公司出贷款类似贷款订立信贷交易贷款类似贷款信贷交易关连情况予担保提供保证 ——
(a) 参该公司关财务报表厘定该公司净资产价值
(b) (没拟备关财务报表)该公司已催缴股款额
(2) 条中提述某公司关财务报表 ——
(a) 提述根第9部拟备期根第430条送交该公司成员该公司周年财务报表周年综合财务报表
(b) (第430条生效日期#起送交周年财务报表周年综合财务报表)提述根前身条例第122条拟备期根该条例第129G条送交该公司成员公司账目
(3) 某项交易安排符合说明属第(1)款指相关交易安排 ——
(a) 关交易订立前订立关交易时订立
(b) ——
(i) (关交易关公司董事受该等董事控制法团体该等董事关连实体订立)该公司该公司附属公司获第(1)款准许该董事受控制法团体关连实体订立
(ii) (关交易关公司控权公司董事受该等董事控制法团体该等董事关连实体订立)该控权公司附属公司获第(1)款准许该董事受控制法团体关连实体订立
(4) 第(3)款规定某项交易安排符合说明属第(1)款指相关交易安排 ——
(a) 某法团体订立订立时该法团体 ——
(i) 订立关交易公司(该公司)附属公司
(ii) 该公司控权公司附属公司
(b) 关交易否属第(1)款指交易问题产生时该法团体已述附属公司
_____________________
编辑附注：
# 生效日期：2014年3月3日
505 Exception for loan quasiloan and credit transaction of value not exceeding 5 of net assets or calledup share capital
(1) A company is not prohibited by section 500 501 502 or 503 from making a loan or quasiloan entering into a credit transaction or giving a guarantee or providing security in connection with a loan quasiloan or credit transaction if the aggregate of the value of the transaction in question and the value of any other relevant transaction or arrangement does not exceed 5 of—
(a) the value of the company’s net assets as determined by reference to the relevant financial statements of the company or
(b) if no such relevant financial statements have been prepared the amount of the company’s calledup share capital
(2) In this section a reference to the relevant financial statements of a company is—
(a) a reference to the company’s annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430 or
(b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date# of section 430 a reference to the company’s accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance
(3) A transaction or arrangement is a relevant transaction or arrangement for the purposes of subsection (1)—
(a) if it is entered into before or at the same time as the transaction in question and
(b) if—
(i) where the transaction in question is entered into for a director of the company a body corporate controlled by such a director or an entity connected with such a director it is entered into for the director controlled body corporate or connected entity by the company or a subsidiary of the company as permitted by subsection (1) or
(ii) where the transaction in question is entered into for a director of a holding company of the company a body corporate controlled by such a director or an entity connected with such a director it is entered into for the director controlled body corporate or connected entity by the holding company or a subsidiary of the holding company as permitted by subsection (1)
(4) Despite subsection (3) a transaction or arrangement is not a relevant transaction or arrangement for the purposes of subsection (1) if—
(a) it was entered into by a body corporate that at the time it was entered into—
(i) was a subsidiary of the company entering into the transaction in question or
(ii) was a subsidiary of a holding company of that company and
(b) at the time the question arises as to whether the transaction in question falls within subsection (1) the body corporate is no longer such a subsidiary
_____________________
Editorial Note
# Commencement date 3 March 2014
506 例外情况：公司业务支出
(1) 第500501502503条禁止公司订立交易 ——
(a) 该公司董事该公司控权公司董事
(b) 受该等董事控制法团体
(c) 该等董事关连实体
提供资金支付第(2)款指明支出避免招致该等支出
(2) 述支出关董事受控制法团体关连实体(视属情况定) ——
(a) 关公司目招致支出会该目招致支出
(b) 该董事受控制法团体关连实体(视属情况定)作该公司高级员妥善履行职责目招致支出会该目招致支出
506 Exception for expenditure on company business
(1) A company is not prohibited by section 500 501 502 or 503 from entering into any transaction to provide—
(a) a director of the company or of a holding company of the company
(b) a body corporate controlled by such a director or
(c) an entity connected with such a director
with funds to meet expenditure specified in subsection (2) or to avoid incurring such expenditure
(2) The expenditure is one incurred or to be incurred by the director controlled body corporate or connected entity (as the case may be)—
(a) for the purposes of the company or
(b) for the purpose of enabling the director controlled body corporate or connected entity (as the case may be) to properly perform duties as an officer of the company
507 例外情况：法律程序中辩护等支出
(1) 第(2)款指明条件获符合第500501502503条禁止公司目订立交易 ——
(a) 该公司董事该公司控权公司董事提供资金支付该等董事情况招致会情况招致支出 ——
(i) 该等董事指称作出关该公司该公司联系公司疏忽失责失职违反信讬行关连情况进行刑事民事法律程序中进行抗辩
(ii) 根前身条例第358条条例第903904条提出宽免申请关连情况
(b) 该等董事避免招致该等支出
(2) 关条件关交易条款订立 ——
(a) 情况关资金须予偿关公司该项交易招致法律责须予履行 ——
(i) 关董事关法律程序中定罪
(ii) 关董事关法律程序中判败诉
(iii) 法院拒绝应申请关董事批予济助
(b) 须该项定罪判决拒绝成终局定罪判决拒绝日期前偿该资金履行该法律责
(3) 施行第(2)款 ——
(a) 定罪判决拒绝提出诉该项定罪判决拒绝提出诉限期结束时成终局定罪判决拒绝
(b) 定罪判决拒绝提出诉该项定罪判决拒绝诉进步诉获结时成终局定罪判决拒绝
(4) 施行第(3)(b)款情况诉属获结 ——
(a) 诉已获裁定提出进步诉限期已结束
(b) 诉已放弃情况终止效
507 Exception for expenditure on defending proceedings etc
(1) If the condition specified in subsection (2) is satisfied a company is not prohibited by section 500 501 502 or 503 from entering into any transaction—
(a) to provide a director of the company or of a holding company of the company with funds to meet expenditure incurred or to be incurred by the director—
(i) in defending any criminal or civil proceedings in connection with any alleged negligence default breach of duty or breach of trust by the director in relation to the company or an associated company of the company or
(ii) in connection with an application for relief under section 358 of the predecessor Ordinance or section 903 or 904 or
(b) to enable such a director to avoid incurring such expenditure
(2) The condition is that the transaction in question is entered into on the terms—
(a) that the funds are to be repaid or any liability of the company incurred in relation to that transaction is to be discharged if—
(i) the director is convicted in the proceedings
(ii) judgment is given against the director in the proceedings or
(iii) the court refuses to grant the director relief on the application and
(b) that the funds are to be so repaid or such liability is to be so discharged not later than the date when the conviction judgment or refusal of relief becomes final
(3) For the purposes of subsection (2) a conviction judgment or refusal of relief—
(a) if not appealed against becomes final at the end of the period for bringing an appeal or
(b) if appealed against becomes final when the appeal or any further appeal is disposed of
(4) For the purposes of subsection (3)(b) an appeal is disposed of if—
(a) it is determined and the period for bringing any further appeal has ended or
(b) it is abandoned or otherwise ceases to have effect
508 例外情况：调查规行动关连情况招致支出
(1) 第(2)款指明条件获符合第500501502503条禁止公司目订立交易 ——
(a) 该公司董事该公司控权公司董事提供资金支付该董事调查行动中作出抗辩招致会作出抗辩招致支出：规机构该董事指称作出关该公司该公司联系公司行关连情况进行调查已采取拟采取行动中
(b) 该等董事避免招致该等支出
(2) 关条件关交易条款订立 ——
(a) 关董事关调查行动中裁定作出关行关资金须予偿关公司该项交易招致法律责须予履行
(b) 须关裁定成终局裁定日期前偿该资金履行该法律责
(3) 施行第(2)款 ——
(a) ——
(i) 予复核裁定提出复核申请该项裁定提出复核申请限期结束时成终局裁定
(ii) 予复核裁定提出复核申请该项裁定复核进步复核获结时成终局裁定
(b) ——
(i) 予诉裁定提出诉该项裁定提出诉限期结束时成终局裁定
(ii) 予诉裁定提出诉该项裁定诉进步诉获结时成终局裁定
(c) 复核诉裁定作出时成终局裁定
(4) 施行第(3)(a)(ii)(b)(ii)款情况复核诉属获结 ——
(a) 复核诉已获裁定提出进步复核诉限期已结束
(b) 复核诉已放弃情况终止效
(5) 条中 ——
行 (misconduct)指疏忽失责失职违反信讬行
508 Exception for expenditure in connection with investigation or regulatory action
(1) If the condition specified in subsection (2) is satisfied a company is not prohibited by section 500 501 502 or 503 from entering into any transaction—
(a) to provide a director of the company or of a holding company of the company with funds to meet expenditure incurred or to be incurred by the director in putting up a defence in an investigation or against any action taken or proposed to be taken by a regulatory authority in connection with any alleged misconduct by the director in relation to the company or an associated company of the company or
(b) to enable such a director to avoid incurring such expenditure
(2) The condition is that the transaction in question is entered into on the terms—
(a) that the funds are to be repaid or any liability of the company incurred in relation to that transaction is to be discharged if the director is found in the investigation or action to have committed the misconduct and
(b) that the funds are to be so repaid or such liability is to be so discharged not later than the date when the finding becomes final
(3) For the purposes of subsection (2)—
(a) a finding subject to review—
(i) if no application for review has been made becomes final at the end of the period for making an application for review or
(ii) if an application for review has been made becomes final when the review or any further review is disposed of
(b) a finding subject to appeal—
(i) if not appealed against becomes final at the end of the period for bringing an appeal or
(ii) if appealed against becomes final when the appeal or any further appeal is disposed of and
(c) a finding not subject to review or appeal becomes final when it is made
(4) For the purposes of subsection (3)(a)(ii) or (b)(ii) a review or appeal is disposed of if—
(a) it is determined and the period for bringing any further review or appeal has ended or
(b) it is abandoned or otherwise ceases to have effect
(5) In this section—
misconduct (行) means negligence default breach of duty or breach of trust
509 例外情况：居贷款
(1) 第(2)款指明条件获符合第500501502503条禁止公司订立交易 ——
(a) 藉利便购买住处作唯住 ——
(i) 该公司董事
(ii) 该公司雇员该雇员该公司控权公司董事
(iii) 该公司雇员该雇员该公司控权公司董事关连实体
(b) 藉改善作途住处
(c) 代(a)(b)段指明途订立交易
(2) 关条件 ——
(a) 关交易订立时关风险承担总额超款额10 ——
(i) 参关公司关财务报表厘定该公司净资产价值
(ii) (没拟备关财务报表)该公司已催缴股款额
(b) 该公司通常订立作第(3)款指明途交易条款逊订立关交易条款
(c) 该住处估值报告名具专业资格受专业团体纪律约束估值测量师订立关交易日期前3月作出签署
(d) 关交易包括关住处土法律揭作保证
(3) 施行第(2)(b)款指明途 ——
(a) 利便购买住处作该公司雇员唯住
(b) 改善作途住处
(c) 代(a)(b)段指明途订立交易
(4) 条中 ——
住处 (residential premises)指住处连该处占享土
(5) 条中提述某公司关财务报表 ——
(a) 提述根第9部拟备期根第430条送交该公司成员该公司周年财务报表周年综合财务报表
(b) (第430条生效日期#起送交周年财务报表周年综合财务报表)提述根前身条例第122条拟备期根该条例第129G条送交该公司成员公司账目
_____________________
编辑附注：
# 生效日期：2014年3月3日
509 Exception for home loan
(1) If the conditions specified in subsection (2) are satisfied a company is not prohibited by section 500 501 502 or 503 from entering into any transaction—
(a) for the purpose of facilitating the purchase of any residential premises for use as the only or main residence of—
(i) a director of the company
(ii) an employee of the company who is a director of a holding company of the company or
(iii) an employee of the company who is an entity connected with a director of the company or of a holding company of the company
(b) for the purpose of improving any residential premises so used or
(c) in substitution for any transaction entered into by any other person for a purpose specified in paragraph (a) or (b)
(2) The conditions are—
(a) that at the time the transaction in question is entered into the total exposure amount does not exceed 10 of—
(i) the value of the company’s net assets as determined by reference to the relevant financial statements of the company or
(ii) if no such relevant financial statements have been prepared the amount of the company’s calledup share capital
(b) that the company ordinarily enters into transactions for a purpose specified in subsection (3) on terms no less favourable than those on which the transaction in question is entered into
(c) that a valuation report on the residential premises is made and signed by a professionally qualified valuation surveyor who is subject to the discipline of a professional body within 3 months before the date on which the transaction in question is entered into and
(d) that the transaction in question is secured by a legal mortgage on the land comprising the residential premises
(3) The purpose specified for the purposes of subsection (2)(b) is—
(a) to facilitate the purchase of any residential premises for use as the only or main residence of an employee of the company
(b) to improve any residential premises so used or
(c) to substitute for any transaction entered into by any other person for a purpose specified in paragraph (a) or (b)
(4) In this section—
residential premises (住处) means any residential premises together with any land to be occupied or enjoyed with the premises
(5) In this section a reference to the relevant financial statements of a company is—
(a) a reference to the company’s annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430 or
(b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date# of section 430 a reference to the company’s accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance
_____________________
Editorial Note
# Commencement date 3 March 2014
510 例外情况：货物土出租等
(1) 第(2)款指明条件获符合第500501502503条禁止公司货物出租租赁予土出租予 ——
(a) 该公司董事该公司控权公司董事
(b) 受该等董事控制法团体
(c) 该等董事关连实体
(2) 关条件 ——
(a) 关交易订立时关风险承担总额超款额10 ——
(i) 参关公司关财务报表厘定该公司净资产价值
(ii) (没拟备关财务报表)该公司已催缴股款额
(b) 假公开市场该货物出租租赁予该土出租予该公司没关连时合理预期该公司会提出条款关交易条款相者非较优惠
(3) 条中提述某公司关财务报表 ——
(a) 提述根第9部拟备期根第430条送交该公司成员该公司周年财务报表周年综合财务报表
(b) (第430条生效日期#起送交周年财务报表周年综合财务报表)提述根前身条例第122条拟备期根该条例第129G条送交该公司成员公司账目
_____________________
编辑附注：
# 生效日期：2014年3月3日
510 Exception for leasing goods and land etc
(1) If the conditions specified in subsection (2) are satisfied a company is not prohibited by section 500 501 502 or 503 from leasing or hiring goods or leasing land to—
(a) a director of the company or of a holding company of the company
(b) a body corporate controlled by such a director or
(c) an entity connected with such a director
(2) The conditions are—
(a) that at the time the transaction in question is entered into the total exposure amount does not exceed 10 of—
(i) the value of the company’s net assets as determined by reference to the relevant financial statements of the company or
(ii) if no such relevant financial statements have been prepared the amount of the company’s calledup share capital and
(b) that the terms of the transaction in question are not more favourable than what is reasonable to expect the company to have offered if the goods had been leased or hired or the land had been leased on the open market to a person unconnected with the company
(3) In this section a reference to the relevant financial statements of a company is—
(a) a reference to the company’s annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430 or
(b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date# of section 430 a reference to the company’s accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance
_____________________
Editorial Note
# Commencement date 3 March 2014
511 例外情况：通常业务运作中订立交易
(1) 情况第500501502条禁止公司出贷款类似贷款贷款类似贷款关连情况予担保提供保证 ——
(a) 该公司通常业务包括出贷款类似贷款贷款类似贷款关连情况予担保提供保证(视属情况定)
(b) 该项贷款类似贷款担保保证该公司通常业务运作中出予提供
(c) 该项贷款类似贷款担保保证款额合理预期该公司会名财务状况相该公司没关连提供款额合理预期该公司会该提出条款该项贷款类似贷款担保保证条款相者非较优惠
(2) 情况第503条禁止公司订立信贷交易信贷交易关连情况予担保提供保证 ——
(a) 该公司通常业务包括订立信贷交易信贷交易关连情况予担保提供保证(视属情况定)
(b) 该项信贷交易担保保证该公司通常业务运作中订立予提供
(c) 该项信贷交易担保保证款额合理预期该公司会名财务状况相该公司没关连提供款额合理预期该公司会该提出条款该项信贷交易担保保证条款相者非较优惠
511 Exception for transaction entered into in ordinary course of business
(1) A company is not prohibited by section 500 501 or 502 from making a loan or quasiloan or giving a guarantee or providing security in connection with a loan or quasiloan if—
(a) the company’s ordinary business includes the making of loans or quasiloans or the giving of guarantees or provision of securities in connection with loans or quasiloans (as the case may be)
(b) the loan quasiloan guarantee or security is made given or provided by the company in the ordinary course of its business and
(c) the amount of the loan or quasiloan guarantee or security is not greater and the terms of it are not more favourable than what is reasonable to expect the company to have offered to a person of the same financial standing but unconnected with the company
(2) A company is not prohibited by section 503 from entering into a credit transaction or giving a guarantee or providing security in connection with a credit transaction if—
(a) the company’s ordinary business includes the entering into of credit transactions or the giving of guarantees or provision of securities in connection with credit transactions (as the case may be)
(b) the credit transaction guarantee or security is entered into given or provided by the company in the ordinary course of its business and
(c) the amount of the credit transaction guarantee or security is not greater and the terms of it are not more favourable than what is reasonable to expect the company to have offered to a person of the same financial standing but unconnected with the company
512 例外情况：集团部交易
公司属某公司集团成员第500501502503条禁止该公司 ——
(a) 属该集团成员法团体出贷款类似贷款债权身分该法团体订立信贷交易
(b) 贷款类似贷款信贷交易关连情况予担保提供保证 ——
(i) 予该法团体贷款类似贷款
(ii) 债权身分该法团体订立信贷交易
512 Exception for intragroup transaction
If a company is a member of a group of companies the company is not prohibited by section 500 501 502 or 503 from—
(a) making a loan or quasiloan to or entering into a credit transaction as creditor for a body corporate that is a member of the group or
(b) giving a guarantee or providing security in connection with—
(i) a loan or quasiloan made by any person to such a body corporate or
(ii) a credit transaction entered into by any person as creditor for such a body corporate
第4次分部 —— 违反果
Subdivision 4—Consequences of Contravention
513 违反民事果
(1) 某公司违反第500501502503条情况订立交易违反第504条情况订立安排非情况否关交易安排该公司提出求致效 ——
(a) 复属该项交易安排标物款项资产已
(b) 该公司已该项交易安排导致损失损害获弥偿
(c) 某(非订立该项交易安排董事受控制法团体关连实体者)实际知悉关违反情况真诚付出价值取权利会该项交易安排致效受影响
(2) 关交易安排否已致效名第(3)款指明均负法律责 ——
(a) 该藉该项交易安排直接间接获收益关公司作出交代
(b) 须根条负法律责该项交易安排导致损失损害该公司作出弥偿
(3) 关 ——
(a) 关公司订立关交易安排该公司董事该公司控权公司董事
(b) 该公司订立该项交易安排受该等董事控制法团体该等董事关连实体
(c) 控制该等法团体该公司董事该等实体关连该公司董事
(d) 控制该等法团体该公司控权公司董事该等实体关连该公司控权公司董事
(e) 该公司授权该项交易安排董事
(4) 第(2)款规定 ——
(a) 第(3)(b)款指明受控制法团体关连实体确立订立关交易安排时该法团体实体知悉构成关违反情况该法团体实体须负法律责
(b) 第(3)(c)(d)款指明董事确立该董事已采取切合理步骤确关公司遵守第500502503504条(视属情况定)该董事须负法律责
(c) 第(3)(e)款指明董事确立订立关交易安排时该董事知悉构成关违反情况该董事须负法律责
(5) 关交易安排条例法律规质疑关公司负法律责条例法律规产生条排该等条例法律规实施
513 Civil consequences of contravention
(1) If a company enters into a transaction in contravention of section 500 501 502 or 503 or enters into an arrangement in contravention of section 504 the transaction or arrangement is voidable at the company’s instance unless—
(a) restitution of any money or other asset that was the subject matter of the transaction or arrangement is no longer possible
(b) the company has been indemnified for any loss or damage resulting from the transaction or arrangement or
(c) a person other than the director controlled body corporate or connected entity for whom the transaction or arrangement was entered into acquired rights in good faith for value and without actual notice of the contravention and those rights would be affected by the avoidance
(2) Whether or not the transaction or arrangement has been avoided each of the persons specified in subsection (3) is liable—
(a) to account to the company for any gain that the person has made directly or indirectly by the transaction or arrangement and
(b) jointly and severally with any other person so liable under this section to indemnify the company for any loss or damage resulting from the transaction or arrangement
(3) The persons are—
(a) a director of the company or of a holding company of the company for whom the company entered into the transaction or arrangement
(b) a body corporate controlled by such a director or an entity connected with such a director for whom the company entered into the transaction or arrangement
(c) the director of the company who controls such a body corporate or with whom such an entity is connected
(d) the director of a holding company of the company who controls such a body corporate or with whom such an entity is connected and
(e) any other director of the company who authorized the transaction or arrangement
(4) Despite subsection (2)—
(a) the controlled body corporate or connected entity specified in subsection (3)(b) is not liable if the controlled body corporate or connected entity establishes that at the time the transaction or arrangement was entered into it was not aware of the circumstances constituting the contravention
(b) the director specified in subsection (3)(c) or (d) is not liable if the director establishes that the director took all reasonable steps to secure the company’s compliance with section 500 502 503 or 504 (as the case may be) and
(c) a director specified in subsection (3)(e) is not liable if the director establishes that at the time the transaction or arrangement was entered into the director was not aware of the circumstances constituting the contravention
(5) This section does not exclude the operation of any other Ordinance or rule of law by virtue of which the transaction or arrangement may be called into question or any liability to the company may arise
514 确认构成违反交易安排
(1) 第513条规定某项交易安排订立段合理期间获确认该项交易安排根该条致效
(2) 某项交易安排未获关公司成员订明批准订立违反第2次分部该项交易安排确认须藉该公司成员决议取
(3) 某项交易安排未获关控权公司成员订明批准订立违反第2次分部该项交易安排确认须藉该控权公司成员决议取
(4) 某项交易安排未获关公司成员订明批准关控权公司成员订明批准订立违反第2次分部该项交易安排确认须藉方式取 ——
(a) 该公司成员决议
(b) 该控权公司成员决议
(5) 某公司控权公司确认某项交易安排决定藉该公司该控权公司成员致意作出第(2)(3)(4)款影响该决定效性
514 Affirmation of contravening transaction or arrangement
(1) Despite section 513 a transaction or arrangement may no longer be avoided under that section if within a reasonable period after it is entered into the transaction or arrangement is affirmed
(2) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the company’s members the affirmation of the transaction or arrangement must be obtained by a resolution of the company’s members
(3) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the holding company’s members the affirmation of the transaction or arrangement must be obtained by a resolution of the holding company’s members
(4) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the company’s members and the prescribed approval of the holding company’s members the affirmation of the transaction or arrangement must be obtained—
(a) by a resolution of the company’s members and
(b) by a resolution of the holding company’s members
(5) Subsections (2) (3) and (4) do not affect the validity of a company’s or holding company’s decision to affirm a transaction or arrangement if it is taken by unanimous consent of the company’s or holding company’s members
515 第514条补充条文
(1) 根第514条通公司成员决议言规定须获符合 ——
(a) (属书面决议)份列出第(3)款指明事项备忘录建议决议送交名成员时前已送交该成员
(b) (属成员会通决议) ——
(i) 份列出第(3)款指明事项备忘录连召开该会通知书已送交名成员
(ii) (关公司属指明公司) 理会第(4)款指明成员该项决议投赞成票情况该项决议获通
(2) 公司章程细条文规定外断定否符合第(1)(a)(b)(i)款指明规定言意外遗漏成员送交备忘录情况须予理会
(3) 施行第(1)(a)(b)(i)款指明事项 ——
(a) (属须违反第500501502条通决议) ——
(i) 该项决议确认交易性质
(ii) 关贷款类似贷款款额
(iii) 该项贷款类似贷款需作途
(iv) 关公司该项贷款类似贷款关连交易法律责范围
(b) (属须违反第503条通决议) ——
(i) 该项决议确认交易性质
(ii) 关信贷交易款额价值
(iii) 根该项信贷交易提供出售出租租赁方式处置货物土服务需作途
(iv) 关公司该项信贷交易关连交易法律责范围
(c) (属须违反第504条通决议) ——
(i) 假关公司寻求确认关关安排交易便会须披露事项
(ii) 该项决议确认安排性质
(iii) 关公司该项安排法律责范围
(4) 施行第(1)(b)(ii)款指明成员 ——
(a) (属须违反第500501条通决议)符合说明成员 ——
(i) 属关贷款建议出象实际出象受控制法团体
(ii) 属 ——
(A) 控制该法团体董事
(B) 关贷款类似贷款建议出象实际出象董事
(iii) 属授权出该项贷款类似贷款该公司董事
(iv) 信讬形式第(ii)(iii)节指明董事该受控制法团体持该公司股份
(b) (属须违反第502条通决议)符合说明成员 ——
(i) 属获关贷款类似贷款建议出象实际出象关连实体
(ii) 属该实体关连董事
(iii) 属授权出该项贷款类似贷款该公司董事
(iv) 信讬形式第(ii)(iii)节指明董事该关连实体持该公司股份
(c) (属须违反第503条通决议)符合说明成员 ——
(i) 属关信贷交易已建议订立董事关连实体
(ii) 属该实体关连董事
(iii) 属授权订立该项信贷交易该公司董事
(iv) 信讬形式第(i)(ii)(iii)节指明董事该关连实体持该公司股份
(d) (属须违反第504条通决议)符合说明成员 ——
(i) 属关安排已建议订立受控制法团体关连实体
(ii) 属 ——
(A) 控制该法团体董事
(B) 该实体关连董事
(C) 关安排已建议订立董事
(iii) 属授权参该项安排该公司董事
(iv) 信讬形式第(ii)(iii)节指明董事该受控制法团体该关连实体持该公司股份
(5) 第(1)(b)(ii)款阻止第(4)款指明成员出席考虑关决定会议计入该会议法定数参该会议程序
(6) 条中提述某项安排关交易 ——
(a) (属第504(1)(a)(2)(a)条述安排)提述根该项安排董事受董事控制法团体董事关连实体订立交易
(b) (属第504(1)(b)(2)(b)条述关某项交易权利义务法律责安排)提述该项交易
515 Provisions supplementary to section 514
(1) The following requirements must be met in relation to a resolution of the members of any company under section 514—
(a) in the case of a written resolution a memorandum setting out the matters specified in subsection (3) is sent to every member at or before the time at which the proposed resolution is sent to the member or
(b) in the case of a resolution passed at a general meeting—
(i) a memorandum setting out the matters specified in subsection (3) is sent to every member together with the notice convening the meeting and
(ii) if the company is a specified company the resolution is passed after disregarding every vote in favour of the resolution by a member specified in subsection (4)
(2) Subject to any provision of the company’s articles any accidental omission to send the memorandum to a member is to be disregarded for the purpose of determining whether the requirement specified in subsection (1)(a) or (b)(i) has been met
(3) The matters specified for the purposes of subsection (1)(a) and (b)(i) are—
(a) in the case of a resolution for the purpose of a contravention of section 500 501 or 502—
(i) the nature of the transaction to be affirmed by the resolution
(ii) the amount of the loan or quasiloan
(iii) the purpose for which the loan or quasiloan is required and
(iv) the extent of the company’s liability under any transaction connected with the loan or quasiloan
(b) in the case of a resolution for the purpose of a contravention of section 503—
(i) the nature of the transaction to be affirmed by the resolution
(ii) the amount and value of the credit transaction
(iii) the purpose for which the goods land or services supplied sold leased hired or otherwise disposed of under the credit transaction are required and
(iv) the extent of the company’s liability under any transaction connected with the credit transaction or
(c) in the case of a resolution for the purpose of a contravention of section 504—
(i) the matters that would have to be disclosed if the company were seeking affirmation of the transaction to which the arrangement relates
(ii) the nature of the arrangement to be affirmed by the resolution and
(iii) the extent of the company’s liability under the arrangement
(4) The member specified for the purposes of subsection (1)(b)(ii) is—
(a) in the case of a resolution for the purpose of a contravention of section 500 or 501—
(i) one who is the controlled body corporate to whom the loan is proposed to be made or was made
(ii) one who is the director—
(A) who controls that body corporate or
(B) to whom the loan or quasiloan is proposed to be made or was made
(iii) one who is any other director of the company who authorized the loan or quasiloan or
(iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii) or that controlled body corporate
(b) in the case of a resolution for the purpose of a contravention of section 502—
(i) one who is the connected entity to whom the loan or quasiloan is proposed to be made or was made
(ii) one who is the director with whom that entity is connected
(iii) one who is any other director of the company who authorized the loan or quasiloan or
(iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii) or that connected entity
(c) in the case of a resolution for the purpose of a contravention of section 503—
(i) one who is the director or connected entity for whom the credit transaction is proposed to be entered into or was entered into
(ii) one who is the director with whom that entity is connected
(iii) one who is any other director of the company who authorized the credit transaction or
(iv) one who holds any shares in the company in trust for the director specified in subparagraph (i) (ii) or (iii) or that connected entity or
(d) in the case of a resolution for the purpose of a contravention of section 504—
(i) one who is the controlled body corporate or connected entity for whom the arrangement is proposed to be entered into or was entered into
(ii) one who is the director—
(A) who controls that body corporate
(B) with whom that entity is connected or
(C) for whom the arrangement is proposed to be entered into or was entered into
(iii) one who is any other director of the company who authorized the arrangement or
(iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii) or that controlled body corporate or connected entity
(5) Subsection (1)(b)(ii) does not prevent a member specified in subsection (4) from attending being counted towards the quorum for or taking part in the proceedings at any meeting at which the decision is considered
(6) In this section a reference to a transaction to which an arrangement relates is—
(a) in the case of an arrangement mentioned in section 504(1)(a) or (2)(a) a reference to the transaction entered into with a director a body corporate controlled by a director or an entity connected with a director under the arrangement or
(b) in the case of an arrangement mentioned in section 504(1)(b) or (2)(b) in relation to any rights obligations or liabilities under a transaction a reference to the transaction
第3分部 —— 失职位付款
Division 3—Payment for Loss of Office
第1次分部 —— 导言
Subdivision 1—Preliminary
516 释义
(1) 分部中 ——
收购约 (takeover offer)指第689条界定收购约
受影响成员 (affected member)指 ——
(a) 收购约目标股份持
(b) 收购约目标股份属相类股份持
董事 (director)包括幕董事
(2) 分部中 ——
(a) 提述付款赔偿代价包括非现金利益
(b) 提述失董事职位包括某失作幕董事位
(3) 第517条第23次分部中提述董事前董事作出付款包括 ——
(a) 该董事前董事关连实体作出付款
(b) 应指示利益某作出付款 ——
(i) 该董事前董事
(ii) 该董事前董事关连实体
(4) 第517条第23次分部中提述某作出付款包括应该指示代表该作出付款
(5) 分部言某法团体附属公司众董事半数董事惯该团体指示指令行事该团体会仅视附属公司幕董事
516 Interpretation
(1) In this Division—
affected member (受影响成员) means—
(a) a holder of the shares to which the takeover offer relates or
(b) a holder of shares of the same class as any of the shares to which the takeover offer relates
director (董事) includes a shadow director
takeover offer (收购约) means a takeover offer as defined by section 689
(2) In this Division—
(a) a reference to payment compensation or consideration includes benefits otherwise than in cash and
(b) a reference to loss of office as a director excludes loss of a person’s status as a shadow director
(3) In section 517 and Subdivisions 2 and 3 a reference to a payment to a director or former director includes—
(a) a payment to an entity connected with the director or former director and
(b) a payment to a person made at the direction of or for the benefit of—
(i) the director or former director or
(ii) an entity connected with the director or former director
(4) In section 517 and Subdivisions 2 and 3 a reference to a payment by a person includes a payment by another person made at the direction of or on behalf of the person
(5) For the purposes of this Division a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors or a majority of the directors of the subsidiary are accustomed to act in accordance with its directions or instructions
517 失职位作出付款
(1) 分部中提述失职位公司董事前董事作出付款提述 ——
(a) 作失该公司董事职位补偿该董事前董事作出付款
(b) 该董事前董事出该公司董事期间停该公司董事关连情况 ——
(i) 作失关理该公司事务职位受雇工作补偿该董事前董事作出付款
(ii) 作失关理该公司附属企业事务职位(董事职位)受雇工作补偿该董事前董事作出付款
(c) 作该董事前董事卸该公司董事职位代价卸该职位予代价关连情况该董事前董事作出付款
(d) 该董事前董事出该公司董事期间停该公司董事关连情况 ——
(i) 作卸关理该公司事务职位受雇工作代价作关该项卸代价该董事前董事作出付款
(ii) 作卸关理该公司附属企业事务职位(董事职位)受雇工作代价作关该项卸代价该董事前董事作出付款
(2) 第522523条述转关连情况 ——
(a) 关公司股份第(3)款指明该公司董事前董事支付价格超逾持类股份时取价格
(b) 关公司外第(3)款指明该公司董事前董事予值代价
第522523条言述超逾数(视属情况定)该项代价金钱价值须视失职位作出付款
(3) 关公司董事前董事 ——
(a) 属会已该项转关连情况担职位董事前董事者
(b) 属会已该项转关连情况担中项职位者 ——
(i) 关理该公司事务职位受雇工作
(ii) 关理该公司附属企业事务职位(董事职位)受雇工作
(4) 第(1)(a)(b)款适分部生效日期#日失职位
(5) 第(1)(c)(d)款适分部生效日期#日卸
(6) 施行第(4)(5)款失职位卸时间发生 ——
(a) (属董事席位)关董事时
(b) (属职位)关担该职位时
(c) (属受雇工作)关受雇工作终结时
(7) 条中 ——
附属企业 (subsidiary undertaking)涵义第9部中该词涵义相 (2018年第35号第57条增补)
_____________________
编辑附注：
# 生效日期：2014年3月3日
517 Payment for loss of office
(1) In this Division a reference to a payment for loss of office made to a director or former director of a company is a reference to a payment made to the director or former director—
(a) by way of compensation for loss of office as director of the company
(b) by way of compensation for loss while director of the company or in connection with ceasing to be director of it of—
(i) any other office or employment in connection with the management of the affairs of the company or
(ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company
(c) as consideration for or in connection with the retirement from the office as director of the company or
(d) as consideration for or in connection with the retirement while director of the company or in connection with ceasing to be director of it from—
(i) any other office or employment in connection with the management of the affairs of the company or
(ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company
(2) If in connection with a transfer mentioned in section 522 or 523—
(a) the price to be paid to a director or former director of the company specified in subsection (3) for any shares in the company exceeds the price that could at the time have been obtained by other holders of like shares or
(b) any valuable consideration is given to a director or former director of the company specified in subsection (3) by a person other than the company
the excess or (as the case may be) the money value of the consideration is to be regarded as a payment for loss of office for the purposes of sections 522 and 523
(3) The director or former director of the company is—
(a) one who is or was to cease to hold office in connection with the transfer or
(b) one who is or was to cease to be the holder of either of the following offices in connection with the transfer—
(i) any other office or employment in connection with the management of the affairs of the company
(ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company
(4) Subsection (1)(a) and (b) applies to a loss of office occurring on or after the commencement date# of this Division
(5) Subsection (1)(c) and (d) applies to a retirement occurring on or after the commencement date# of this Division
(6) For the purposes of subsections (4) and (5) a loss of office or retirement occurs—
(a) in the case of a directorship when the person ceases to be a director
(b) in the case of any other office when the person ceases to hold the office or
(c) in the case of an employment when the employment comes to an end
(7) In this section—
subsidiary undertaking (附属企业) has the same meaning as in Part 9 (Added 35 of 2018 s 57)
_____________________
Editorial Note
# Commencement date 3 March 2014
518 成员受影响成员订明批准
(1) 分部中提述某公司成员受影响成员订明批准提述藉该等成员受影响成员符合说明决议取批准 ——
(a) 失职位作出付款前通
(b) 第(2)款指明规定该项决议获符合
(2) 施行第(1)(b)款指明规定 ——
(a) (属书面决议) 份列出付款详情备忘录建议决议送交名成员受影响成员(视属情况定)时前已送交该成员受影响成员
(b) (属成员会通决议) ——
(i) 份列出付款详情备忘录连召开该会通知书已送交名成员受影响成员(视属情况定)
(ii) (关公司属公众公司)理会第(4)(5)款指明成员受影响成员( 视属情况定)该项决议投赞成票情况该项决议获通
(3) 公司章程细条文规定外断定否符合第(2)(a) (b)(i) 款指明规定言意外遗漏成员受影响成员( 视属情况定) 送交备忘录情况须予理会
(4) 属第521522条目通决议施行第(2)(b)(ii)款指明成员符合说明成员 ——
(a) 属建议失职位获付款董事前董事
(b) 属失职位作出付款建议收款非(a)段指明董事前董事
(c) 信讬形式该董事前董事收款持该公司股份
(5) 属第523条目通决议施行第(2)(b)(ii)款指明受影响成员符合说明成员 ——
(a) 属建议失职位获付款董事前董事
(b) 属失职位作出付款建议收款非(a)段指明董事前董事
(c) 作出关收购约
(d) 属作出关收购约联系者
(e) 信讬形式持该公司股份 ——
(i) 该董事前董事收款
(ii) 作出(c)段指明收购约
(iii) 关联系者
(6) 第(2)(b)(ii)款阻止第(4)(5)款指明成员受影响成员(视属情况定)出席考虑关决定会议计入该会议法定数参该会议程序
(7) 条中 ——
联系者 (associate)作出收购约言指第667条界定该联系者
(8) 施行第(1)(a)款关决议分部生效日期#前日通相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
518 Prescribed approval of members or affected members
(1) In this Division a reference to the prescribed approval of the members or affected members of a company is a reference to an approval obtained by a resolution of those members or affected members—
(a) that is passed before the payment for loss of office is made and
(b) in respect of which the requirements specified in subsection (2) are met
(2) The requirements specified for the purposes of subsection (1)(b) are—
(a) that in the case of a written resolution a memorandum setting out the particulars of the payment is sent to every member or affected member (as the case may be) at or before the time at which the proposed resolution is sent to the member or affected member or
(b) that in the case of a resolution passed at a general meeting—
(i) a memorandum setting out the particulars of the payment is sent to every member or affected member (as the case may be) together with the notice convening the meeting and
(ii) if the company is a public company the resolution is passed after disregarding every vote in favour of the resolution by a member or affected member (as the case may be) specified in subsection (4) or (5)
(3) Subject to any provision of the company’s articles any accidental omission to send the memorandum to a member or affected member (as the case may be) is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met
(4) In the case of a resolution for the purposes of section 521 or 522 the member specified for the purposes of subsection (2)(b)(ii) is—
(a) one who is the director or former director to whom the payment for loss of office is proposed to be made
(b) one who is the proposed recipient of the payment for loss of office and who is not the director or former director specified in paragraph (a) or
(c) one who holds any shares in the company in trust for that director former director or recipient
(5) In the case of a resolution for the purposes of section 523 the affected member specified for the purposes of subsection (2)(b)(ii) is—
(a) one who is the director or former director to whom the payment for loss of office is proposed to be made
(b) one who is the proposed recipient of the payment for loss of office and who is not the director or former director specified in paragraph (a)
(c) one who makes the takeover offer
(d) one who is an associate of the person making the takeover offer or
(e) one who holds any shares in the company in trust for—
(i) that director former director or recipient
(ii) the maker of the takeover offer specified in paragraph (c) or
(iii) the associate
(6) Subsection (2)(b)(ii) does not prevent a member or affected member (as the case may be) specified in subsection (4) or (5) from attending being counted towards the quorum for or taking part in the proceedings at any meeting at which the decision is considered
(7) In this section—
associate (联系者) in relation to a person making a takeover offer means an associate of the person as defined by section 667
(8) For the purposes of subsection (1)(a) it is irrelevant whether the resolution is passed before on or after the commencement date# of this Division
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Editorial Note
# Commencement date 3 March 2014
519 保留成员受影响成员致意效力
(1) 根分部某条文某公司未获成员受影响成员订明批准便订立某项交易该条文禁止该项交易获该等成员受影响成员订立前予致意订立
(2) 根分部某条文某公司获成员受影响成员订明批准订立某项交易该条文阻止该项交易获该等成员受影响成员订立前予致意订立
(3) 施行第(1)(2)款关致意分部生效日期#前日予相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
519 Preservation of effect of members’ or affected members’ unanimous consent
(1) If under a provision of this Division a transaction must not be entered into without the prescribed approval of a company’s members or affected members the provision does not prohibit the transaction from being entered into with the unanimous consent of those members or affected members given before it is entered into
(2) If under a provision of this Division a transaction may be entered into with only the prescribed approval of a company’s members or affected members the provision does not preclude the transaction from being entered into with the unanimous consent of those members or affected members given before it is entered into
(3) For the purposes of subsection (1) or (2) it is irrelevant whether the unanimous consent is given before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
520 分部影响条例法律施行
分部影响规定披露关事项条例法律规施行 ——
(a) 第521522523条述失职位作出付款
(b) 已会某公司董事前董事作出类付款
520 This Division does not affect operation of other Ordinance or law
This Division does not affect the operation of any other Ordinance or rule of law requiring disclosure to be made with respect to—
(a) any payment for loss of office mentioned in section 521 522 or 523 or
(b) any other like payment made or to be made to a director or former director of a company
第2次分部 —— 禁止
Subdivision 2—Prohibitions
521 公司失职位董事前董事作出付款
(1) 公司未获成员订明批准失职位董事前董事作出付款
(2) 公司未获成员订明批准该公司控权公司成员订明批准失职位控权公司董事前董事作出付款
(3) 第(2)款规定 ——
(a) 某公司控权公司香港外方成立法团该公司获成员订明批准订立关交易
(b) 某公司属该控权公司全资附属公司该控权公司香港成立法团该公司获该控权公司成员订明批准订立关交易
521 Company must not make payment for loss of office to director or former director
(1) Without the prescribed approval of its members a company must not make a payment for loss of office to a director or former director of the company
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members a company must not make a payment for loss of office to a director or former director of a holding company of the company
(3) Despite subsection (2)—
(a) a company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong and
(b) a company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company and the holding company is incorporated in Hong Kong
522 转公司业务财产关连情况失职位董事前董事作出付款
(1) 未获公司成员订明批准转该公司业务财产全部部分关连情况失职位该公司董事前董事作出付款
(2) 未获公司成员订明批准该公司附属公司成员订明批准转该公司附属公司业务财产全部部分关连情况失职位该公司董事前董事作出付款
(3) 条言某项付款 ——
(a) 项作转公司业务财产协议部分订立安排作出该协议订立前年作出该协议订立2年作出
(b) 项该公司受转参安排作出
非证明情况相反该项付款须推定该项转关连情况作出
(4) 第(2)款规定关附属公司香港外方成立法团属关公司全资附属公司获该公司成员订明批准订立关交易
522 Person must not make payment for loss of office to director or former director in connection with transfer of company’s undertaking or property
(1) Without the prescribed approval of the company’s members a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of the whole or any part of the undertaking or property of the company
(2) Without the prescribed approval of the company’s members and the prescribed approval of the subsidiary’s members a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of the whole or any part of the undertaking or property of a subsidiary of the company
(3) For the purposes of this section a payment is presumed except in so far as the contrary is shown to be made in connection with a transfer of any undertaking or property of a company if it is made pursuant to an arrangement—
(a) entered into as part of the agreement for the transfer or within one year before or 2 years after that agreement is entered into and
(b) to which the company or any person to whom the transfer is made is privy
(4) Despite subsection (2) a person may enter into the transaction with only the prescribed approval of the company’s members if the subsidiary is incorporated outside Hong Kong or is a wholly owned subsidiary of the company
523 收购约导致股份转关连情况失职位董事前董事作出付款
(1) 未获受影响成员订明批准收购约导致公司股份转公司附属公司股份转关连情况失职位该公司董事前董事作出付款
(2) 条言某项付款 ——
(a) 项作转公司股份协议部分订立安排作出该协议订立前年作出该协议订立2年作出
(b) 项该公司受转参安排作出
非证明情况相反该项付款须推定该项转关连情况作出
(3) 第(1)款规定关法团体香港外方成立法团须获该法团体受影响成员订明批准订立关交易
(4) 条言情况须视已取受影响成员某项付款订明批准 ——
(a) 出席考虑符合第518(2)(b)(i)条指明规定决议成员会未达法定数
(b) 该会延期较日期举行
(c) 出席该延期会未达法定数
523 Person must not make payment for loss of office to director or former director in connection with transfer of shares resulting from takeover offer
(1) Without the prescribed approval of the affected members a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of shares in the company or in a subsidiary of the company resulting from a takeover offer
(2) For the purposes of this section a payment is presumed except in so far as the contrary is shown to be made in connection with a transfer of any shares in a company if it is made pursuant to an arrangement—
(a) entered into as part of the agreement for the transfer or within one year before or 2 years after that agreement is entered into and
(b) to which the company or any person to whom the transfer is made is privy
(3) Despite subsection (1) a person may enter into the transaction without the prescribed approval of a body corporate’s affected members if the body corporate is incorporated outside Hong Kong
(4) For the purposes of this section the prescribed approval of the affected members of a payment is to be regarded as being obtained if—
(a) a quorum is not present at a general meeting to consider the resolution in respect of which the requirement specified in section 518(2)(b)(i) is met
(b) the meeting is adjourned to a later date and
(c) a quorum is not present at the adjourned meeting
第3次分部 —— 第2次分部例外情况
Subdivision 3—Exceptions to Subdivision 2
524 例外情况：付款履行法律义务等
(1) 第2次分部禁止真诚作出付款 ——
(a) 履行现存法律义务
(b) 作违反现存法律义务损害赔偿
(c) 作终止某职位受雇工作关连情况产生申索解妥协
(d) 作服务退休金
(2) 第(1)款言付款部分属该款指者部分属该款指者该项付款须犹该等部分付款情况
(3) 条中 ——
退休金 (pension)包括离职津贴离职酬金类似付款
现存法律义务 (existing legal obligation) ——
(a) 属第521条指者某公司作出付款言指该公司联系公司义务该义务非引致失职位付款事件关连情况订立非该事件致订立
(b) 属第522523条指者某业务财产股份转关连情况作出付款言指该义务该义务非该项转目订立该项转订立非该项转致订立
(4) 第(3)款中现存法律义务定义言某项付款兼属第521522条兼属第521523条指者该项付款须视属第521条指者属第522523条指者
524 Exception for payments in discharge of legal obligation etc
(1) A person is not prohibited by Subdivision 2 from making a payment in good faith—
(a) in discharge of an existing legal obligation
(b) by way of damages for breach of an existing legal obligation
(c) by way of settlement or compromise of any claim arising in connection with the termination of a person’s office or employment or
(d) by way of pension in respect of past services
(2) For the purposes of subsection (1) if part of a payment falls within that subsection and part of it does not the payment is to be regarded as if those parts were separate payments
(3) In this section—
existing legal obligation (现存法律义务)—
(a) in relation to a payment falling within section 521 and made by a company means an obligation of the company or an associated company of it that was not entered into in connection with or in consequence of the event giving rise to the payment for loss of office or
(b) in relation to a payment falling within section 522 or 523 and made by a person in connection with a transfer of any undertaking property or shares means an obligation of the person that was not entered into for the purpose of in connection with or in consequence of the transfer
pension (退休金) includes any superannuation allowance superannuation gratuity or similar payment
(4) For the purposes of the definition of existing legal obligation in subsection (3) if a payment falls within both sections 521 and 522 or within both sections 521 and 523 it is to be regarded as falling within section 521 but not within section 522 or 523
525 例外情况：额付款
(1) 某公司附属公司某董事前董事作出付款该项付款款额价值加该公司附属公司事件关连情况失职位该董事前董事作出付款款额价值总额超100000第521条禁止该公司作出该项付款
(2) 某公司附属公司转该公司附属公司业务财产股份关连情况某董事前董事作出付款该项付款款额价值加该公司附属公司该项转关连情况失职位该董事前董事作出付款款额价值总额超100000第522523条禁止该公司作出该项付款
(3) 某公司附属公司(例外附属公司)转该公司附属公司业务财产股份关连情况某董事前董事作出付款该项付款款额价值加例外附属公司例外附属公司附属公司该项转关连情况失职位该董事前董事作出付款款额价值总额超100000第522523条禁止例外附属公司作出该项付款 (2018年第35号第58条修订)
(4) 第(3)款适2018年公司(修订)(第2号)条例(2018年第35号)第58条生效日期*日失职位情况 (2018年第35号第58条增补)
(5) 紧接2018年公司(修订)(第2号)条例(2018年第35号)第58条生效日期*前属效第(3)款继续适该款指明该生效日期*前发生失职位情况 (2018年第35号第58条增补)
_____________________
编辑附注：
* 生效日期：2019年2月1日
525 Exception for small payment
(1) A company is not prohibited by section 521 from making a payment to a director or former director if the aggregate of the amount or value of the payment and the amount or value of any other payment for loss of office made by the company or a subsidiary of the company to the director or former director in connection with the same event does not exceed 100000
(2) A company is not prohibited by section 522 or 523 from making a payment to a director or former director in connection with a transfer of any undertaking or property of or shares in the company or a subsidiary of the company if the aggregate of the amount or value of the payment and the amount or value of any other payment for loss of office made by the company or a subsidiary of the company to the director or former director in connection with the transfer does not exceed 100000
(3) A subsidiary of a company (excepted subsidiary) is not prohibited by section 522 or 523 from making a payment to a director or former director in connection with a transfer of any undertaking or property of or shares in the company or a subsidiary of the company if the aggregate of the amount or value of the payment and the amount or value of any other payment for loss of office made by the excepted subsidiary or a subsidiary of the excepted subsidiary to the director or former director in connection with the transfer does not exceed 100000 (Amended 35 of 2018 s 58)
(4) Subsection (3) applies in relation to a loss of office that occurs on or after the commencement date* of section 58 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) (Added 35 of 2018 s 58)
(5) Subsection (3) as in force immediately before the commencement date* of section 58 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) continues to apply in relation to a loss of office specified in that subsection that occurred before that commencement date* (Added 35 of 2018 s 58)
_____________________
Editorial Note
* Commencement date 1 February 2019
第4次分部 —— 违反果
Subdivision 4—Consequences of Contravention
526 释义
分部言 ——
(a) 非法院指示否某项付款时违反第521522条情况作出须视违反第522条情况作出
(b) 非法院指示否某项付款时违反第521523条情况作出须视违反第523条情况作出
526 Interpretation
For the purposes of this Division—
(a) unless the court directs otherwise a payment is to be regarded as being made in contravention of section 522 if it is made in contravention of both sections 521 and 522 and
(b) unless the court directs otherwise a payment is to be regarded as being made in contravention of section 523 if it is made in contravention of both sections 521 and 523
527 违反第521条民事果
公司违反第521条情况作出付款 ——
(a) 收款属信讬形式该公司持关款项
(b) 该公司授权作出该付款董事须负法律责该项付款导致损失该公司作出弥偿
527 Civil consequences of contravention of section 521
If a payment is made by a company in contravention of section 521—
(a) the payment is held by the recipient in trust for the company and
(b) any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment
528 违反第522条民事果
(1) 付款违反第522条情况转某公司某公司附属公司业务财产关连情况作出条适
(2) 收款属信讬形式关公司附属公司持关款项
(3) 关付款关公司作出代表该公司作出该公司授权作出该付款董事须负法律责该项付款导致损失该公司作出弥偿
(4) 关付款关附属公司作出代表该附属公司作出该附属公司授权作出该付款董事须负法律责该项付款导致损失该附属公司作出弥偿
528 Civil consequences of contravention of section 522
(1) This section applies if a payment is made in connection with a transfer of any undertaking or property of a company or a subsidiary of a company in contravention of section 522
(2) The payment is held by the recipient in trust for the company or subsidiary
(3) If the payment is made by or on behalf of the company any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment
(4) If the payment is made by or on behalf of the subsidiary any director of the subsidiary who authorized the payment is jointly and severally liable to indemnify the subsidiary for any loss resulting from the payment
529 违反第523条民事果
(1) 付款违反第523条情况收购约导致公司股份转公司附属公司股份转关连情况作出条适
(2) 收款属信讬形式该项约出售股份持关款项
(3) 关款项分配予已出售股份程中招致费须收款承担
(4) 关付款关公司作出代表该公司作出该公司授权作出该付款董事须负法律责该项付款导致损失该公司作出弥偿
(5) 关付款关附属公司作出代表该附属公司作出该附属公司授权作出该付款董事须负法律责该项付款导致损失该附属公司作出弥偿
529 Civil consequences of contravention of section 523
(1) This section applies if a payment is made in connection with a transfer of shares in a company or a subsidiary of a company resulting from a takeover offer in contravention of section 523
(2) The payment is held by the recipient in trust for those who have sold their shares as a result of the offer made
(3) The recipient must bear the expenses in distributing that sum amongst those who have sold their shares
(4) If the payment is made by or on behalf of the company any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment
(5) If the payment is made by or on behalf of the subsidiary any director of the subsidiary who authorized the payment is jointly and severally liable to indemnify the subsidiary for any loss resulting from the payment
第4分部 —— 董事服务合约
Division 4—Directors’ Service Contract
530 释义
(1) 分部中 ——
董事 (director) 包括幕董事
(2) 分部言某法团体附属公司众董事半数董事惯该团体指示指令行事该团体会仅视附属公司幕董事
530 Interpretation
(1) In this Division—
director (董事) includes a shadow director
(2) For the purposes of this Division a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors or a majority of the directors of the subsidiary are accustomed to act in accordance with its directions or instructions
531 服务合约
(1) 分部中提述公司某董事服务合约 ——
(a) 提述符合说明合约 ——
(i) 根该合约该董事承诺亲董事身分该公司该公司附属公司履行服务
(ii) 根该合约该董事承诺亲董事身分履行服务须第三者该公司该公司附属公司提供
(b) 包括委某该公司董事委条款
(2) 分部中提述公司某董事服务合约局限履行董事般职务范围外服务合约
531 Service contract
(1) In this Division a reference to a service contract of a director of a company—
(a) is a reference to a contract under which—
(i) the director undertakes personally to perform services as director or otherwise for the company or for a subsidiary of the company or
(ii) services that the director undertakes personally to perform as director or otherwise are to be made available by a third party to the company or to a subsidiary of the company and
(b) includes the terms of a person’s appointment as director of the company
(2) In this Division a reference to a service contract of a director of a company is not restricted to a contract for the performance of services outside the scope of a director’s ordinary duties as director
532 成员订明批准
(1) 分部中提述某公司成员订明批准提述藉该等成员符合说明决议取批准 ——
(a) 公司意关条文前通
(b) 第(2)款指明规定该项决议获符合
(2) 施行第(1)(b)款指明规定 ——
(a) (属书面决议)份列出建议服务合约(包含关条文者)备忘录建议决议送交名成员时前已送交该成员
(b) (属成员会通决议) ——
(i) 份列出建议服务合约(包含关条文者)备忘录连召开该会通知书已送交名成员
(ii) (关公司属公众公司)理会第(4) 款指明成员该项决议投赞成票情况该项决议获通
(3) 公司章程细条文规定外断定否符合第(2)(a)(b)(i)款指明规定言意外遗漏成员送交备忘录情况须予理会
(4) 施行第(2)(b)(ii)款指明成员符合说明成员 ——
(a) 属建议订立服务合约董事
(b) 信讬形式该董事持该公司股份
(5) 第(2)(b)(ii)款阻止第(4)款指明成员出席考虑关决定会议计入该会议法定数参该会议程序
(6) 施行第(1)(a)款关决议分部生效日期#前日通相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
532 Prescribed approval of members
(1) In this Division a reference to the prescribed approval of the members of a company is a reference to an approval obtained by a resolution of those members—
(a) that is passed before the company agrees to the provision and
(b) in respect of which the requirements specified in subsection (2) are met
(2) The requirements specified for the purposes of subsection (1)(b) are—
(a) that in the case of a written resolution a memorandum setting out the proposed service contract (incorporating the provision in question) is sent to every member at or before the time at which the proposed resolution is sent to the member or
(b) that in the case of a resolution passed at a general meeting—
(i) a memorandum setting out the proposed service contract (incorporating the provision in question) is sent to every member together with the notice convening the meeting and
(ii) if the company is a public company the resolution is passed after disregarding every vote in favour of the resolution by a member specified in subsection (4)
(3) Subject to any provision of the company’s articles any accidental omission to send the memorandum to a member is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met
(4) The member specified for the purposes of subsection (2)(b)(ii) is—
(a) one who is the director with whom the service contract is proposed to be entered into or
(b) one who holds any shares in the company in trust for that director
(5) Subsection (2)(b)(ii) does not prevent a member specified in subsection (4) from attending being counted towards the quorum for or taking part in the proceedings at any meeting at which the decision is considered
(6) For the purposes of subsection (1)(a) it is irrelevant whether the resolution is passed before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
533 保留成员致意效力
(1) 根第534(1)条某公司未获成员订明批准便条文作出意该条禁止该条文获意前该等成员予致意作出意
(2) 施行第(1)款关致意分部生效日期#前日予相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
533 Preservation of effect of members’ unanimous consent
(1) If under section 534(1) any provision must not be agreed to without the prescribed approval of a company’s members that section does not prohibit the provision from being agreed to with the unanimous consent of those members given before it is agreed to
(2) For the purposes of subsection (1) it is irrelevant whether the unanimous consent is given before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
534 公司意董事长期受雇
(1) 公司未获成员订明批准意规定合约条文：该公司董事该公司受雇保证年期超超3年
(2) 条中 ——
雇 (employment)指根董事服务合约作雇
(3) 条中提述董事受雇保证年期 ——
(a) 提述符合说明期间(话) ——
(i) 该期间关雇须关公司提出求外情况继续(根原合约该合约订立新合约)
(ii) 该期间公司藉通知终止雇指明情况终止雇
(b) (公司藉通知终止雇)提述终止雇需予通知期
(c) (该项雇(a)段指期间(b)段指期间)提述该等期间总
(4) 条言董事受雇保证年期届满前6月前公司非原合约予根该合约予合约方权利情况订立进步服务合约该进步合约受雇保证年期须视包括原合约受雇保证年期剩余期间
(5) 施行第(4)款关原合约分部生效日期#前日订立相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
534 Company must not agree to director’s longterm employment
(1) Without the prescribed approval of its members a company must not agree to any provision under which the guaranteed term of the employment of a director of the company with the company exceeds or may exceed 3 years
(2) In this section—
employment (雇) means any employment under a director’s service contract
(3) In this section a reference to the guaranteed term of a director’s employment is—
(a) a reference to the period (if any) during which the employment—
(i) is to continue or may be continued otherwise than at the instance of the company (whether under the original contract or under a new contract entered into pursuant to it) and
(ii) cannot be terminated by the company by notice or can be so terminated only in specified circumstances
(b) in the case of employment terminable by the company by notice a reference to the period of notice required to be given or
(c) in the case of employment having a period within paragraph (a) and a period within paragraph (b) a reference to the aggregate of those periods
(4) For the purposes of this section if more than 6 months before the end of the guaranteed term of a director’s employment the company enters into a further service contract otherwise than pursuant to a right given by or under the original contract to the other party to it the guaranteed term of the employment under the further contract is to be regarded as including the unexpired period of the guaranteed term of the employment under the original contract
(5) For the purposes of subsection (4) it is irrelevant whether the original contract is entered into before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
535 违反第534条民事果
某公司违反第534条情况意某条文 ——
(a) 该条文该项违反范围属效
(b) 关合约须视载条款令该公司权时藉予合理通知终止该合约
535 Civil consequences of contravention of section 534
If a company agrees to a provision in contravention of section 534—
(a) the provision is void to the extent of the contravention and
(b) the contract is to be regarded as containing a term entitling the company to terminate it at any time by giving reasonable notice
第5分部 —— 交易安排合约中具相分量利害关系
Division 5—Material Interests in Transaction Arrangement or Contract
536 董事须申报具相分量利害关系
(1) 公司董事方式该公司订立建议该公司订立交易安排合约中直接间接利害关系该项交易安排合约该公司业务言属重该董事利害关系具相分量该董事须第537538539条董事申报利害关系性质范围
(2) 公众公司董事关连实体方式该公司订立建议该公司订立交易安排合约中直接间接利害关系该项交易安排合约该公司业务言属重该实体利害关系具相分量该董事须第537538539条董事申报该实体利害关系性质范围
(3) 根第(1)(2)款作出申报证实变准确完整关董事须第537538539条作出进步申报
(4) ——
(a) 董事知悉关利害关系关交易安排合约
(b) 该利害关系关董事服务合约符合说明条款该利害关系关董事服务合约符合说明条款范围 ——
(i) 董事会议已会考虑该等条款
(ii) 根公司章程细关目委董事委员会已会考虑该等条款
条规定该董事述情况申报该利害关系
(5) 施行第(4)(a)款董事须视知悉该董事理应知悉事情
(6) 限制公司董事该公司订立交易安排合约中利害关系条例法律规实施受条影响
536 Director must declare material interests
(1) If a director of a company is in any way directly or indirectly interested in a transaction arrangement or contract or a proposed transaction arrangement or contract with the company that is significant in relation to the company’s business and the director’s interest is material the director must declare the nature and extent of the director’s interest to the other directors in accordance with sections 537 538 and 539
(2) If an entity connected with a director of a public company is in any way directly or indirectly interested in a transaction arrangement or contract or a proposed transaction arrangement or contract with the company that is significant in relation to the company’s business and the connected entity’s interest is material the director must declare the nature and extent of the connected entity’s interest to the other directors in accordance with sections 537 538 and 539
(3) If a declaration made under subsection (1) or (2) proves to be or becomes inaccurate or incomplete the director must make a further declaration in accordance with sections 537 538 and 539
(4) This section does not require a director to declare an interest—
(a) if the director is not aware of the interest or the transaction arrangement or contract in question or
(b) if or to the extent that the interest concerns the terms of the director’s service contract that have been or are to be considered by—
(i) a meeting of the directors or
(ii) a committee of the directors appointed for the purpose under the company’s articles
(5) For the purposes of subsection (4)(a) a director is to be regarded as being aware of matters of which the director ought reasonably to be aware
(6) This section does not affect the operation of any other Ordinance or rule of law restricting a director of a company from having any interest in a transaction arrangement or contract with the company
537 董事作出申报：时
(1) 根第536条申报已订立交易安排合约中利害关系须合理切实行范围快作出
(2) 根第536条申报建议订立交易安排合约中利害关系须关公司订立该交易安排合约前作出
(3) 第(1)(2)款获遵影响作出申报基责
537 Declaration to directors timing
(1) A declaration of interest under section 536 in a transaction arrangement or contract that has been entered into must be made as soon as reasonably practicable
(2) A declaration of interest under section 536 in a proposed transaction arrangement or contract must be made before the company enters into the transaction arrangement or contract
(3) Failure to comply with subsection (1) or (2) does not affect the underlying duty to make the declaration
538 董事作出申报：程序
(1) 根第536条董事作出申报须 ——
(a) 董事会议作出
(b) 作出申报董事藉书面通知作出须该董事送交董事
(c) 作出申报董事藉般通知作出
(2) 第(1)(b)款目发出通知 ——
(a) 须 ——
(i) 采印形式送交
(ii) (关收受意接收采电子形式该通知)意电子形式送交
(b) 须 ——
(i) 专送交藉邮递送交
(ii) (关收受意藉电子形式接收该通知)藉意电子形式送交
(3) 根第536条董事作出申报藉书面通知作出 ——
(a) 该项申报作出须视构成发出通知次董事会议程序部分
(b) 第481条适犹该项申报该会议作出
(4) 第(1)(c)款目某董事发出般通知通报事项通知 ——
(a) 该董事 ——
(i) 该通知指明法团体商号中(作成员高级员雇员身分)利害关系
(ii) 须视该指明法团体商号该通知生效日期订立交易安排合约中利害关系
(b) 该董事 ——
(i) 该通知指明(法团体商号外)关连
(ii) 须视该指明该通知生效日期订立交易安排合约中利害关系
(5) 般通知须述明 ——
(a) 关董事指明法团体商号中利害关系性质范围
(b) 该董事指明关连性质
(6) 般通知须 ——
(a) 董事会议发出
(b) 书面发出送交予关公司
附注——
请参阅第541条该条规定收般通知公司须该通知送交董事
(7) 根第(6)(a)款发出般通知关董事会议日期起生效
(8) 根第(6)(b)款发出般通知该通知送交予关公司日子第21天起生效
538 Declaration to directors procedures
(1) A declaration to directors under section 536 must be—
(a) made at a directors’ meeting
(b) made by notice in writing and sent by the director to the other directors or
(c) made by general notice by the director
(2) A notice for the purposes of subsection (1)(b)—
(a) must be sent—
(i) in hard copy form or
(ii) if the recipient has agreed to receive it in electronic form in the electronic form so agreed and
(b) must be sent—
(i) by hand or by post or
(ii) if the recipient has agreed to receive it by electronic means by the electronic means so agreed
(3) If a declaration to directors under section 536 is made by notice in writing—
(a) the making of the declaration is to be regarded as forming part of the proceedings at the next directors’ meeting after the notice is given and
(b) section 481 applies as if the declaration had been made at that meeting
(4) A general notice by a director for the purposes of subsection (1)(c) is a notice to the effect that—
(a) the director—
(i) has an interest (as member officer employee or otherwise) in a body corporate or firm specified in the notice and
(ii) is to be regarded as interested in any transaction arrangement or contract that may after the effective date of the notice be entered into with the specified body corporate or firm or
(b) the director—
(i) is connected with a person specified in the notice (other than a body corporate or firm) and
(ii) is to be regarded as interested in any transaction arrangement or contract that may after the effective date of the notice be entered into with the specified person
(5) A general notice must state—
(a) the nature and extent of the director’s interest in the specified body corporate or firm or
(b) the nature of the director’s connection with the specified person
(6) A general notice must be given—
(a) at a directors’ meeting or
(b) in writing and sent to the company
Note—
See also section 541 which requires a company receiving a general notice to send the general notice to other directors
(7) A general notice given under subsection (6)(a) takes effect on the date of the directors’ meeting
(8) A general notice given under subsection (6)(b) takes effect on the twentyfirst day after the day on which it is sent to the company
539 公司唯董事情况董事作出申报
(1) 公司唯董事规定须根第536条董事作出申报该公司规定须名董事 ——
(a) 该项申报须书面记录
(b) 该项申报作出须视构成发出关通知次董事会议程序部分
(c) 第481条适犹该项申报该会议作出
(2) 条影响第545条实施
539 Declaration to directors in case of company with sole director
(1) If a declaration to directors under section 536 is required of a sole director of a company that is required to have more than one director—
(a) the declaration must be recorded in writing
(b) the making of the declaration is to be regarded as forming part of the proceedings at the next directors’ meeting after the notice is given and
(c) section 481 applies as if the declaration had been made at that meeting
(2) This section does not affect the operation of section 545
540 分部幕董事适
(1) 第(2)(3)(4)款规定外关董事根第536条申报利害关系责分部条文适幕董事方式该等条文适董事
(2) 第538(1)(a)(6)条适幕董事
(3) 非幕董事第538(1)(c)条目发出般通知藉书面通知发出该幕董事送交董事否该通知效
(4) 第(3)款目发出通知 ——
(a) 须 ——
(i) 采印形式送交
(ii) (关收受意接收采电子形式该通知)意电子形式送交
(b) 须 ——
(i) 专送交藉邮递送交
(ii) (关收受意藉电子形式接收该通知)藉意电子形式送交
540 Application of Division to shadow director
(1) Subject to subsections (2) (3) and (4) the provisions of this Division relating to the duty of a director to declare an interest under section 536 apply to a shadow director in the same manner as they apply to a director
(2) Section 538(1)(a) and (6) does not apply to a shadow director
(3) A general notice by a shadow director for the purposes of section 538(1)(c) is not effective unless it is given by notice in writing and sent by the shadow director to the other directors
(4) A notice for the purposes of subsection (3)—
(a) must be sent—
(i) in hard copy form or
(ii) if the recipient has agreed to receive it in electronic form in the electronic form so agreed and
(b) must be sent—
(i) by hand or by post or
(ii) if the recipient has agreed to receive it by electronic means by the electronic means so agreed
541 公司须般通知送交董事
(1) 公司董事收第538(6)(b)条指通知须收该通知日子15日该通知文送交该公司董事
(2) 公司违反第(1)款该公司名责均属犯罪处第6级罚款
541 Companies must send general notices to other directors
(1) If a company receives a notice under section 538(6)(b) from a director it must within 15 days after the day on which it receives the notice send a copy of the notice to other directors of the company
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 6
542 罪行
(1) 董事幕董事违反第536(1)(2)(3)条属犯罪处第6 级罚款
(2) 违反第536(2)条控犯第(1)款订罪行确立控已采取切合理步骤确该条获遵守属免责辩护
542 Offence
(1) A director or shadow director who contravenes section 536(1) (2) or (3) commits an offence and is liable to a fine at level 6
(2) If a person is charged with an offence under subsection (1) for contravening section 536(2) it is a defence to establish that the person took all reasonable steps to secure compliance with that section
第6分部 —— 杂项条文
Division 6—Miscellaneous
543 披露理合约
(1) 情况条适 ——
(a) 公司订立合约某该合约承担该公司全部重部分业务理行政
(b) 该合约非该公司董事全职雇员订立服务合约
(2) 关合约效年度董事报告须载 ——
(a) 项陈述说明该合约存效期
(b) 该合约中利害关系名董事幕董事姓名名称该利害关系性质范围
(3) 关公司须注册办事处根第657条订立规例订明点备存文件 ——
(a) 关合约文
(b) (该合约非书面合约)列出该合约条款书面备忘录
(4) 关公司 ——
(a) 须关合约终止期满日期保留述文备忘录少年
(b) 须备存该文备忘录供该段时间查阅
(5) 关文备忘录备存关公司注册办事处外点该公司须关该备存点该点更改通知交付处长登记该通知须符合指明格式该通知该文备忘录首次备存该点15日该项更改15日(视属情况定)交付处长
(6) 第(3)(4)款遭违反公司名责均属犯罪处第3级罚款
(7) 第(5)款遭违反关公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(8) 条中 ——
董事报告 (directors’report)指 ——
(a) 根第388(1)条须拟备报告
(b) 根第388(2)条须拟备综合报告
543 Disclosure of management contract
(1) This section applies if—
(a) a company enters into a contract by which a person undertakes the management and administration of the whole or any substantial part of any business of the company and
(b) the contract is not a contract of service with any director of the company or any person engaged in the fulltime employment of the company
(2) The directors’ report for any year in which the contract is in force must include—
(a) a statement of the existence and duration of the contract and
(b) the name of every director and shadow director interested in the contract and the nature and extent of the interest
(3) The company must keep the following at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of the contract
(b) if such a contract is not in writing a written memorandum setting out the terms of the contract
(4) The company—
(a) must retain the copy or memorandum for at least one year after the date of termination or expiry of the contract and
(b) must keep the copy or memorandum available for inspection during that time
(5) If the copy or memorandum is kept at a place other than the company’s registered office the company must deliver to the Registrar for registration a notice in the specified form of the place or any change in the place at which the copy or memorandum is kept The notice must be delivered to the Registrar within 15 days after the copy or memorandum is first kept at that place or within 15 days after the change (as the case may be)
(6) If subsection (3) or (4) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(7) If subsection (5) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(8) In this section—
directors’ report (董事报告) means—
(a) the report required to be prepared under section 388(1) or
(b) the consolidated report required to be prepared under section 388(2)
544 成员查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司根第543条备存合约文书面备忘录
(2) 关公司成员提出求缴付订明费权根第657条订立规例获提供关合约备忘录文
(3) 条中提述合约包括该合约更改
(4) 条中 ——
订明 (prescribed)指根第657条订立规例订明
544 Right of member to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect in accordance with regulations made under section 657 a copy of a contract or a written memorandum kept by the company under section 543
(2) A member of the company is entitled on request and on payment of a prescribed fee to be provided with a copy of the contract or memorandum in accordance with regulations made under section 657
(3) In this section a reference to a contract includes a variation of the contract
(4) In this section—
prescribed (订明) means prescribed by regulations made under section 657
545 兼具董事身分唯成员订立合约
(1) 情况条适 ——
(a) 名成员公司该成员订立合约
(b) 该成员该公司董事
(c) 该合约非该公司通常业务运作中订立
(2) 非关合约书面订立否关公司须确保 ——
(a) 该合约订立15日该合约条款份书面备忘录列明
(b) 该备忘录备存备存载董事会议纪录簿册方
(3) 某公司违反第(2)款该公司名责均属犯罪处第3级罚款
(4) 某合约违反第(2)款影响该合约效性
(5) 条理解排适公司董事订立合约条例法律规实施
(6) 条中 ——
董事 (director)包括幕董事
(7) 条言某法团体附属公司众董事半数董事惯该团体指示指令行事该团体会仅视附属公司幕董事
545 Contract with sole member who is also director
(1) This section applies if—
(a) a company having only one member enters into a contract with the member
(b) the member is also a director of the company and
(c) the contract is not entered into in the ordinary course of the company’s business
(2) Unless the contract is in writing the company must ensure that—
(a) the terms of the contract are set out in a written memorandum within 15 days from the entering into of the contract and
(b) the memorandum is kept at the place at which the books containing the minutes of the directors’ meetings are kept
(3) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(4) A contravention of subsection (2) in relation to a contract does not affect the validity of the contract
(5) This section does not exclude the operation of any other Ordinance or rule of law applying to contracts between a company and a director of the company
(6) In this section—
director (董事) includes a shadow director
(7) For the purposes of this section a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors or a majority of the directors of the subsidiary are accustomed to act in accordance with its directions or instructions
546 财政司司长修订干数额百分率数字
(1) 第(2)款规定外财政司司长藉宪报刊登公告藉方式修订第23分部条文 ——
(a) 该公告指明数额代该条文指明数额
(b) 该公告指明百分率数字代该条文指明百分率数字
(2) 条指公告修订罚款额
(3) 条指公告该公告生效前作出没作出事情言具效力
(4) 条指公告生效前招致法律责进行法律程序予继续提起犹该公告订立
___________
546 Financial Secretary may amend certain sums or percentage figures
(1) Subject to subsection (2) the Financial Secretary may by notice published in the Gazette amend any provision of Division 2 or 3—
(a) by substituting for any sum of money specified in the provision a sum specified in the notice or
(b) by substituting for any percentage figure specified in the provision a percentage figure specified in the notice
(2) A notice under this section may not be made to amend the amount of a fine
(3) A notice under this section does not have effect in relation to anything done or not done before the notice comes into operation
(4) Proceedings in respect of any liability incurred before a notice under this section comes into operation may be continued or instituted as if the notice had not been made
___________
第12部
Part 12
公司理议事程序
(格式变更——2013年第1号编辑修订纪录)
Company Administration and Procedure
(Format changes—ER 1 of 2013)
第1分部 —— 决议会议
Division 1—Resolutions and Meetings
第1次分部 —— 导言
Subdivision 1—Preliminary
547 释义
(1) 分部中 ——
传阅日期 (circulation date)书面决议提出书面决议言 ——
(a) 指该决议文第553条送交予合资格成员日期
(b) 文日子送交予合资格成员指该等日子中首日
电子址 (electronic address)指电子方式送交接收文件资料语文字母字样数目字符号组成序列组合该目数目字
(2) 分部言 ——
(a) 提出书面决议言合资格成员该决议传阅日期日会权该决议表决成员
(b) 该决议传阅日期某时间权该决议表决变更合资格成员该决议首份文送交某成员征求意时权该决议表决
(3) 分部影响条例法律规关事宜实施 ——
(a) 非藉通决议作出事情
(b) 种情况某决议须视已获通视已获通
(c) 种情形某指称某决议未妥通
(编辑修订——2013年第1号编辑修订纪录)
547 Interpretation
(1) In this Division—
circulation date (传阅日期) in relation to a written resolution or a proposed written resolution means—
(a) the date on which copies of the resolution are sent to eligible members in accordance with section 553 or
(b) if copies are sent to eligible members on different days the first of those days
electronic address (电子址) means any sequence or combination of letters characters numbers or symbols of any language or any number used for the purposes of sending or receiving a document or information by electronic means
(2) For the purposes of this Division—
(a) in relation to a proposed written resolution the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution and
(b) if the persons entitled to vote on the resolution change during the course of the day that is the circulation date of the resolution the eligible members are the persons entitled to vote on the resolution at the time that the first copy of the resolution is sent to a member for agreement
(3) Nothing in this Division affects the operation of any other Ordinance or rule of law as to—
(a) things done otherwise than by passing a resolution
(b) circumstances in which a resolution is or is not to be regarded as having been passed or
(c) cases in which a person is precluded from alleging that a resolution has not been duly passed
第2次分部 —— 书面决议
Subdivision 2—Written Resolution
548 书面决议
(1) 藉公司成员会通决议作出事情均举行会议需事先通知情况藉该公司成员书面决议作出
(2) 藉公司某类成员会议通决议作出事情均举行会议需事先通知情况藉该公司该类成员书面决议作出
(3) 某决议根条例须普通决议特决议方式通该决议藉书面决议通条例中提述普通决议特决议均包括书面决议
(4) 条例中提述通决议日期提述会议日期书面决议言指该书面决议根第556条获通日期
(5) 公司书面决议具效力犹该决议(视属情况定) ——
(a) 该公司成员会通样
(b) 该公司关类成员会议通样
条例中提述通决议会议提述表决赞成决议成员均须解释
(6) 条适 ——
(a) 某核数师期终结前该核数师免决议
(b) 某董事期终结前该董事免决议
548 Written resolution
(1) Anything that may be done by a resolution passed at a general meeting of a company may be done without a meeting and without any previous notice being required by a written resolution of the members of the company
(2) Anything that may be done by a resolution passed at a meeting of a class of members of a company may be done without a meeting and without any previous notice being required by a written resolution of that class of members of the company
(3) If a resolution is required by any Ordinance to be passed as an ordinary resolution or a special resolution the resolution may be passed as a written resolution and a reference in any Ordinance to an ordinary resolution or a special resolution includes a written resolution
(4) A reference in any Ordinance to the date of passing of a resolution or the date of a meeting is in relation to a written resolution the date on which the written resolution is passed under section 556
(5) A written resolution of a company has effect as if passed by—
(a) the company at a general meeting or
(b) a meeting of the relevant class of members of the company
as the case may be and a reference in any Ordinance to a meeting at which a resolution is passed or to members voting in favour of a resolution is to be construed accordingly
(6) This section does not apply to—
(a) a resolution removing an auditor before the end of the auditor’s term of office or
(b) a resolution removing a director before the end of the director’s term of office
549 提出书面决议权力
士提出采书面决议形式决议 ——
(a) 公司董事
(b) 公司成员
549 Power to propose written resolution
A resolution may be proposed as a written resolution by—
(a) the directors of a company or
(b) a member of a company
550 公司责传阅董事提出书面决议
公司董事根第549(a)条提出采书面决议形式决议该公司须传阅该决议
550 Company’s duty to circulate written resolution proposed by directors
If the directors of a company have proposed a resolution as a written resolution under section 549(a) the company must circulate the resolution
551 成员权力求传阅书面决议
(1) 公司成员求该公司传阅符合说明决议 ——
(a) 恰动议
(b) 属根第549(b)条提出采书面决议形式
(2) 关成员求公司传阅某决议求该公司传阅该决议时传阅关该决议标事宜字数1 000字陈述书
(3) 然名成员仅关决议求公司传阅份述陈述书
551 Members’ power to request circulation of written resolution
(1) A member of a company may request the company to circulate a resolution that—
(a) may properly be moved and
(b) is proposed as a written resolution under section 549(b)
(2) If a member requests a company to circulate a resolution the member may request the company to circulate with the resolution a statement of not more than 1 000 words on the subject matter of the resolution
(3) However each member may only request the company to circulate one such statement with respect to the resolution
552 公司责传阅成员提出书面决议
(1) 根第549(b)条提出采书面决议形式决议第551(2)条述陈述书关公司收占全体权该决议表决成员总表决权少需百分公司成员提出求求该公司传阅该等决议陈述书该公司须传阅该等决议陈述书
(2) 第(1)款述需百分5关公司章程细目指明较低百分
(3) 求 ——
(a) 采印形式电子形式送交关公司
(b) 须指出关决议第551(2)条述陈述书
(c) 须提出该求认证
552 Company’s duty to circulate written resolution proposed by members
(1) A company must circulate a resolution proposed as a written resolution under section 549(b) and any statement mentioned in section 551(2) if it has received requests that it do so from the members of the company representing not less than the requisite percentage of the total voting rights of all the members entitled to vote on the resolution
(2) The requisite percentage mentioned in subsection (1) is 5 or a lower percentage specified for this purpose in the company’s articles
(3) A request—
(a) may be sent to the company in hard copy form or in electronic form
(b) must identify the resolution and any statement mentioned in section 551(2) and
(c) must be authenticated by the person or persons making it
553 传阅书面决议
(1) 某公司根第550552条须传阅提出采书面决议形式决议须费名合资格成员名非合资格成员成员(话)送交 ——
(a) 该决议文
(b) (根第551(2)条求传阅陈述书)该条述陈述书文
(2) 关公司方式遵守第(1)款 ——
(a) (合理切实行范围)时间印形式电子形式成员送交关文网站提供关文
(b) 轮流名成员送交文轮流干名成员中名送交文前提行事造成延迟
(c) (a)段某成员送交份文(b)段成员送交份份文
(3) 关公司须受第(1)款中关送交文规定规限21日送交该等文该等文日子成员送交须述期限前送交该等文中首份
(4) 关公司网站提供提出书面决议陈述书文方式送交该决议陈述书文非整段符合说明期间 ——
(a) 传阅日期日开始
(b) 该决议根第558条失效日期终结
该文均该网站提供否次分部言该文属效送交
(5) 第(4)款言情况没该款述期间间断网站提供提出书面决议陈述书文须予理会 ——
(a) 该期间部分时间该文该网站提供
(b) 没该期间间断提供该文完全理期该公司防止避免情况
(6) 关公司须确保合资格成员送交提出书面决议文附关事宜指引 ——
(a) 根第556条表示意该决议
(b) 该决议通日期(该决议没该日期前通便会根第558条失效)
(7) 公司违反第(1)(3)(6)款该公司名责均属犯罪处第5级罚款
(8) 第(1)(3)(6)款遭违反影响关决议(获通)效性
553 Circulation of written resolution
(1) If a company is required under section 550 or 552 to circulate a resolution proposed as a written resolution the company must send at its own expense to every eligible member and every other member (if any) who is not an eligible member—
(a) a copy of the resolution and
(b) if so required under section 551(2) a copy of a statement mentioned in that section
(2) The company may comply with subsection (1)—
(a) by sending copies at the same time (so far as reasonably practicable) to all members in hard copy form or in electronic form or by making the copies available on a website
(b) if it is possible to do so without undue delay by sending the same copy to each member in turn (or different copies to each of a number of members in turn) or
(c) by sending copies to some members in accordance with paragraph (a) and sending a copy or copies to other members in accordance with paragraph (b)
(3) The company must send the copies (or if copies are sent to members on different days the first of those copies) not more than 21 days after it becomes subject to the requirement under subsection (1) to send the copies
(4) If the company sends a copy of a proposed written resolution or statement by making it available on a website the copy is not validly sent for the purposes of this Subdivision unless the copy is available on the website throughout the period—
(a) beginning on the circulation date and
(b) ending on the date on which the resolution lapses under section 558
(5) For the purposes of subsection (4) a failure to make a copy of a proposed written resolution or statement available on a website throughout the period mentioned in that subsection is to be disregarded if—
(a) the copy is made available on the website for part of that period and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid
(6) The company must ensure that the copy of the proposed written resolution sent to an eligible member is accompanied by guidance as to—
(a) how to signify agreement to the resolution under section 556 and
(b) the date by which the resolution must be passed if it is not to lapse under section 558
(7) If a company contravenes subsection (1) (3) or (6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
(8) The validity of the resolution if passed is not affected by a contravention of subsection (1) (3) or (6)
554 求传阅附陈述书申请
(1) 公司声称感受屈提出申请原讼法庭应申请信纳第551(2)条赋予权利 ——
(a) 正滥
(b) 正带诽谤成分事宜取必宣传
该公司须传阅该条述陈述书
(2) 某成员求传阅关陈述书原讼法庭命令支付公司该申请承担全部部分讼费非根第(1)款提出申请方然
554 Application not to circulate accompanying statement
(1) A company is not required to circulate a statement mentioned in section 551(2) if on an application by the company or another person who claims to be aggrieved the Court is satisfied that the rights given by that section are—
(a) being abused or
(b) being used to secure needless publicity for defamatory matter
(2) The Court may order the members who requested the circulation of the statement to pay the whole or part of the company’s costs on an application under subsection (1) even if they are not parties to the application
555 公司责提出书面决议通知核数师
(1) 某公司根第553条须该公司某成员送交某决议须传阅日期日前该公司核数师(名核数师须名核数师)送交 ——
(a) 该决议文
(b) 根该条须该公司某成员送交关该决议文件文
(2) 述文采印形式电子形式送交关公司核数师
(3) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
(4) 第(1)款遭违反影响关决议(获通)效性
555 Company’s duty to notify auditor of proposed written resolution
(1) If a company is required to send a resolution to a member of the company under section 553 it must on or before the circulation date send to the auditor of the company (if more than one auditor to each of them)— (Amended 35 of 2018 s 59)
(a) a copy of the resolution and
(b) a copy of any other document relating to the resolution that is required to be sent to a member of the company under that section
(2) The copies may be sent to the auditor or auditors of the company in hard copy form or in electronic form
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(4) The validity of the resolution if passed is not affected by a contravention of subsection (1)
556 表示意提出书面决议程序
(1) 合资格成员已表示意某书面决议该决议获通
(2) 关公司收某成员(代该成员行事)送交符合说明文件该成员属表示意关提出书面决议 ——
(a) 指出该文件关决议
(b) 表示该成员意该决议
(3) 述文件 ——
(a) 采印形式电子形式送交关公司
(b) 须关成员代该成员行事认证
(4) 书面决议成员表示意该意撤销
556 Procedure for signifying agreement to proposed written resolution
(1) A written resolution is passed when all eligible members have signified their agreement to it
(2) A member signifies agreement to a proposed written resolution when the company receives from the member (or from someone acting on the member’s behalf) a document—
(a) identifying the resolution to which it relates and
(b) indicating the member’s agreement to the resolution
(3) The document—
(a) may be sent to the company in hard copy form or in electronic form and
(b) must be authenticated by the member or by someone acting on the member’s behalf
(4) A member’s agreement to a written resolution once signified may not be revoked
557 属股份联名持合资格成员表示意
(1) ——
(a) 2名2名合资格成员公司股份联名持
(b) 持已表示意提出书面决议
(c) (该公司第558(1)条述期间终结前收持提出该书面决议反)该表示意持排名先该提出反持排名
第556(1)条言持须视已表示意该提出书面决议
(2) 条言股份持排名先关联名持关公司成员登记册排名次序断定
(3) 第(1)(2)款效力受关公司章程细条文规限
557 Agreement signified by eligible members who are joint holders of shares
(1) If—
(a) 2 or more eligible members are joint holders of shares of a company
(b) any holder has signified their agreement to a proposed written resolution and
(c) if the company has received before the end of the period mentioned in section 558(1) any objection to the proposed written resolution from any other holder the holder who has signified the agreement is more senior than the holder who has made the objection
then the other joint holder or holders are to be regarded as having signified their agreement to the proposed written resolution for the purposes of section 556(1)
(2) For the purposes of this section the seniority of a holder of a share is determined by the order in which the names of the joint holders appear in the register of members of the company
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles
558 意提出书面决议限期
(1) 提出书面决议没期间终结前通该决议告失效 ——
(a) 关公司章程细目指明期间
(b) (章程细没指明期间)关传阅日期起计28日期间
(2) 述期间终结成员表示意提出书面决议该意属效
558 Period for agreeing to proposed written resolution
(1) A proposed written resolution lapses if it is not passed before the end of—
(a) the period specified for this purpose in the company’s articles or
(b) if none is specified the period of 28 days beginning on the circulation date
(2) The agreement of a member to a proposed written resolution is ineffective if signified after the end of that period
559 公司责通知成员核数师书面决议已通
(1) 公司决议采书面决议形式通该公司须该决议通15日事士送交通知 ——
(a) 该公司名成员
(b) 该公司核数师(名核数师须名核数师送交通知) (2018年第35号第60条修订)
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
559 Company’s duty to notify members and auditor that written resolution has been passed
(1) If a resolution of a company is passed as a written resolution the company must within 15 days after the resolution is passed send a notice of this fact to—
(a) every member of the company and
(b) the auditor of the company (if more than one auditor to each of them) (Amended 35 of 2018 s 60)
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
560 电子方式送交关书面决议文件
公司载附提出书面决议文件中提供电子址须视已意关该决议文件资料均该文件指明条件限制规限电子方式送交该址
560 Sending document relating to written resolution by electronic means
If a company has given an electronic address in any document containing or accompanying a proposed written resolution it is to be regarded as having agreed that any document or information relating to that resolution may be sent by electronic means to that address (subject to any conditions or limitations specified in the document)
561 次分部公司章程细条文关系
(1) 公司章程细条文会效果该条文该效果范围属效︰条例规定须作出决议条例中订明决议采书面决议形式提出通
(2) 公司章程细条文批准该公司举行会议属次分部规定外情况通某决议次分部影响该条文
(3) 关决议已获关公司全体权该决议表决成员意情况第(2)款方适
561 Relationship between this Subdivision and provisions of company’s articles
(1) A provision of a company’s articles is void in so far as it would have the effect that a resolution that is required by or otherwise provided for in an Ordinance could not be proposed and passed as a written resolution
(2) Nothing in this Subdivision affects any provision of a company’s articles authorizing the company to pass a resolution without a meeting otherwise than in accordance with this Subdivision
(3) Subsection (2) applies only if the resolution has been agreed to by all the members of the company who are entitled to vote on the resolution
第3次分部 —— 会议通决议
Subdivision 3—Resolutions at Meetings
562 般条文
(1) 公司决议言已次分部第456789次分部(第10次分部(属攸关话))该公司章程细 ——
(a) 发出关该成员会该决议通知
(b) 举行进行该成员会
(c) 通该决议
该决议属成员会效通
(2) 第(1)款施行该款提述次分部中条文公司章程细条文间抵触处非该次分部中规定关该次分部规定否该抵触处范围该次分部条文凌驾该章程细条文
(3) 条例条文 ——
(a) 规定须公司决议公司成员( 某类成员) 决议述决议规定
(b) 指明需决议种类
非该公司章程细规定该决议须较率数票(致赞)通否需决议普通决议
562 General provisions
(1) A resolution of a company is validly passed at a general meeting if—
(a) notice of the meeting and of the resolution is given
(b) the meeting is held and conducted and
(c) the resolution is passed
in accordance with this Subdivision and Subdivisions 4 5 6 7 8 and 9 (and if relevant Subdivision 10) and the company’s articles
(2) For the purposes of subsection (1) if there is any inconsistency between a provision of a Subdivision referred to in that subsection and a provision of the company’s articles unless otherwise provided in or in respect of that Subdivision the provision of that Subdivision prevails over the provision of the articles to the extent of the inconsistency
(3) If a provision of any Ordinance—
(a) requires or otherwise provides for a resolution of a company or of the members (or of a class of members) of a company and
(b) does not specify what kind of resolution is required
what is required is an ordinary resolution unless the company’s articles require a higher majority (or unanimity)
563 普通决议
(1) 公司成员(某类成员)普通决议指获半数票通决议
(2) 成员会举手表决通决议获士合半数票通属获半数票通 ——
(a) 该决议亲身表决(权表决)成员
(b) 作权该决议表决成员妥委代表该决议表决
(3) 成员会投票表决通决议获占全体该决议亲身表决委代表表决(权表决)成员总表决权半数票成员通属获半数票通
(4) 藉普通决议作出事情藉特决议作出
563 Ordinary resolution
(1) An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority
(2) A resolution passed at a general meeting on a show of hands is passed by a simple majority if it is passed by a simple majority of the total of the following—
(a) the number of the members who (being entitled to do so) vote in person on the resolution
(b) the number of the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it
(3) A resolution passed on a poll taken at a general meeting is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of all the members who (being entitled to do so) vote in person or by proxy on the resolution
(4) Anything that may be done by an ordinary resolution may also be done by a special resolution
564 特决议
(1) 公司成员( 某类成员) 特决议指获少75数票通决议
(2) 成员会举手表决通决议获士合少75票数通属获少75数票通 ——
(a) 该决议亲身表决(权表决)成员
(b) 作权该决议表决成员妥委代表该决议表决
(3) 成员会投票表决通决议获占全体该决议亲身表决委代表表决(权表决)成员总表决权少75数票通属获少75数票通
(4) 某决议成员会通 ——
(a) 非关该成员会通知包含该决议文指明拟采特决议形式提出该决议意否该决议非特决议
(b) 关该成员会通知指明该决议采特决议形式通
(5) 公司非常决议公司类成员会议非常决议提述 ——
(a) 载1984年8月31日前制定条例存文件
(b) 该日期日通该日期日通决议言根前身条例第116(5)条作该公司该会议特决议
继续作该公司该会议该特决议
564 Special resolution
(1) A special resolution of the members (or of a class of members) of a company means a resolution that is passed by a majority of at least 75
(2) A resolution passed at a general meeting on a show of hands is passed by a majority of at least 75 if it is passed by at least 75 of the total of the following—
(a) the number of the members who (being entitled to do so) vote in person on the resolution
(b) the number of the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it
(3) A resolution passed on a poll taken at a general meeting is passed by a majority of at least 75 if it is passed by members representing at least 75 of the total voting rights of all the members who (being entitled to do so) vote in person or by proxy on the resolution
(4) If a resolution is passed at a general meeting—
(a) the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution and
(b) if the notice of the meeting so specified the resolution may only be passed as a special resolution
(5) A reference to an extraordinary resolution of a company or of a meeting of any class of members of a company—
(a) contained in any Ordinance that was enacted or document that existed before 31 August 1984 and
(b) deemed in relation to a resolution passed or to be passed on or after that date to be a special resolution of the company or meeting under section 116(5) of the predecessor Ordinance
continues to be deemed to be such a special resolution of the company or meeting
第4次分部 —— 召开成员会
Subdivision 4—Calling Meetings
565 董事权力召开成员会
公司董事召开公司成员会
565 Directors’ power to call general meeting
The directors of a company may call a general meeting of the company
566 成员权力求董事召开成员会
(1) 公司成员求董事召开公司成员会
(2) 公司收占全体权成员会表决成员总表决权少5公司成员求求召开成员会董事须召开成员会
(3) 求 ——
(a) 须述明关成员会处理事务般性质
(b) 包含该成员会恰动议拟该成员会动议决议文
(4) 求包含干份格式相文件
(5) 求 ——
(a) 采印形式电子形式送交关公司
(b) 须提出该求认证
566 Members’ power to request directors to call general meeting
(1) The members of a company may request the directors to call a general meeting of the company
(2) The directors are required to call a general meeting if the company has received requests to do so from members of the company representing at least 5 of the total voting rights of all the members having a right to vote at general meetings
(3) A request—
(a) must state the general nature of the business to be dealt with at the meeting and
(b) may include the text of a resolution that may properly be moved and is intended to be moved at the meeting
(4) Requests may consist of several documents in like form
(5) A request—
(a) may be sent to the company in hard copy form or in electronic form and
(b) must be authenticated by the person or persons making it
567 董事责召开成员求召开成员会
(1) 根第566条须召开成员会董事须受该规定规限日期21日召开成员会
(2) 根第(1)款召开成员会须召开该成员会通知发出日期28日举行
(3) 关公司收求指出项关成员会恰动议拟该成员会动议决议关该成员会通知须包含关该决议通知
(4) 关决议通知已第(3)款包含关成员会通知该成员会处理事务包括该决议
(5) 关决议采特决议形式提出非关关成员会通知包含该决议文指明拟采特决议形式提出该决议意否关董事须视没妥召开该成员会
567 Directors’ duty to call general meeting requested by members
(1) Directors required under section 566 to call a general meeting must call a meeting within 21 days after the date on which they become subject to the requirement
(2) A meeting called under subsection (1) must be held on a date not more than 28 days after the date of the notice convening the meeting
(3) If the requests received by the company identify a resolution that may properly be moved and is intended to be moved at the meeting the notice of the meeting must include notice of the resolution
(4) The business that may be dealt with at the meeting includes a resolution of which notice has been included in the notice of meeting in accordance with subsection (3)
(5) If the resolution is to be proposed as a special resolution the directors are to be regarded as not having duly called the meeting unless the notice of the meeting includes the text of the resolution and specifies the intention to propose the resolution as a special resolution
568 成员权力召开成员会公司承担费
(1) 董事 ——
(a) 根第566条须召开成员会
(b) 没第567条召开成员会
求召开该成员会成员占全体该等成员总表决权半数成员行召开成员会
(2) 关公司收求指出项关成员会恰动议拟该成员会动议决议关该成员会通知须包含关该决议通知
(3) 关董事受召开成员会规定规限日期3月关成员会须予召开
(4) 关成员会须关公司董事须召开该成员会样方式召开
(5) 关决议通知已第(2)款包含关成员会通知该成员会处理事务包括该决议
(6) 求召开关成员会成员关董事没妥召开成员会招致合理开支该等开支须关公司付
(7) 关公司须期期应失责董事服务付予该等董事费酬金中保留述付款项
568 Members’ power to call general meeting at company’s expense
(1) If the directors—
(a) are required under section 566 to call a general meeting and
(b) do not do so in accordance with section 567
the members who requested the meeting or any of them representing more than one half of the total voting rights of all of them may themselves call a general meeting
(2) If the requests received by the company identify a resolution that may properly be moved and is intended to be moved at the meeting the notice of the meeting must include notice of the resolution
(3) The meeting must be called for a date not more than 3 months after the date on which the directors become subject to the requirement to call a meeting
(4) The meeting must be called in the same manner as nearly as possible as that in which that meeting is required to be called by the directors of the company
(5) The business that may be dealt with at the meeting includes a resolution of which notice has been included in the notice of meeting in accordance with subsection (2)
(6) Any reasonable expenses incurred by the members requesting the meeting by reason of the failure of the directors duly to call a meeting must be reimbursed by the company
(7) Any sum so reimbursed must be retained by the company out of any sum due or to become due from the company by way of fees or other remuneration in respect of the services of the directors who were in default
569 董事等情况成员权力召开成员会
(1) 时间某公司董事没足够力行事董事构成法定数董事2名2名占全体权成员会表决成员总表决权少10公司成员召开成员会该成员会须该公司董事召开成员会样方式召开
(2) 关公司章程细作出规定第(1)款具效力
569 Members’ power to call general meeting when there is no director etc
(1) If at any time a company does not have any director or does not have sufficient directors capable of acting to form a quorum any director or any 2 or more members of the company representing at least 10 of the total voting rights of all the members having a right to vote at general meetings may call a general meeting in the same manner as nearly as possible as that in which general meetings may be called by the directors of the company
(2) Subsection (1) has effect in so far as the articles of the company do not make other provision in that behalf
570 原讼法庭权力命令召开成员会
(1) 情况条适 ——
(a) 基理某公司召开成员会方式召开该公司成员会非切实行
(b) 基理该公司章程细条例订明方式进行该成员会非切实行
(2) 原讼法庭动应士申请命令关公司原讼法庭认合适方式召开举行进行该公司成员会 ——
(a) 该公司董事
(b) 会权该成员会表决该公司成员
(3) 原讼法庭作出述命令作出认合宜附带相应指示
(4) 根第(3)款作出指示包括指示：关公司名成员亲身出席委派代表出席关成员会须视构成成员会法定数
(5) 第(2)款指命令召开举行进行成员会目言均须视关公司妥召开举行进行成员会
(6) 条言公司已成员合法遗产代理方面均须视该公司成员该代理具出席该公司会议该会议表决权利该已成员假生便会具权利相
570 Power of Court to order meeting
(1) This section applies if for any reason it is impracticable—
(a) to call a general meeting of a company in any manner in which general meetings of that company may be called or
(b) to conduct the meeting in the manner prescribed by the company’s articles or this Ordinance
(2) The Court may either of its own motion or on application—
(a) by a director of the company or
(b) by a member of the company who would be entitled to vote at the meeting
order a general meeting of the company to be called held and conducted in any manner the Court thinks fit
(3) If the order is made the Court may give any ancillary or consequential directions that it thinks expedient
(4) Directions given under subsection (3) may include a direction that one member of the company present at the meeting in person or by proxy is to be regarded as constituting a quorum
(5) A general meeting called held and conducted in accordance with an order under subsection (2) is to be regarded for all purposes as a general meeting of the company duly called held and conducted
(6) The legal personal representative of a deceased member of a company is to be regarded in all respects for the purposes of this section as a member of the company having the same rights with respect to attending and voting at a meeting of the company as the deceased member would if living have had
第5次分部 —— 关会议通知
Subdivision 5—Notice of Meetings
571 召开成员会需通知
(1) 公司成员会( 延期成员会外)须藉予符合规定通知召开 ——
(a) 属周年成员会通知期少21日
(b) 属情况 ——
(i) 该公司限公司通知期少14日
(ii) 该公司限公司通知期少7日
(2) 关公司章程细规定通知期较第(1)款指明通知期长召开该公司成员会(延期成员会外)言须予该较长通知期通知
(3) 召开公司成员会予通知期较第(1)款该公司章程细指明者短情况该成员会须视妥召开 ——
(a) 属周年成员会全体权出席该成员会该成员会表决成员意该成员会妥召开
(b) 属情况占权出席该成员会该成员会表决成员数数成员意该成员会妥召开该等成员合占全体成员成员会总表决权少95
571 Notice required of general meeting
(1) A general meeting of a company (other than an adjourned meeting) must be called by notice of—
(a) in the case of an annual general meeting at least 21 days and
(b) in any other case—
(i) if the company is a limited company at least 14 days and
(ii) if the company is an unlimited company at least 7 days
(2) If the company’s articles require a longer period of notice than that specified in subsection (1) a general meeting of a company (other than an adjourned meeting) must be called by notice of that longer period
(3) A general meeting of a company is to be regarded despite the fact that it is called by shorter notice than that specified in subsection (1) or in the company’s articles as having been duly called if it is so agreed—
(a) in the case of an annual general meeting by all the members entitled to attend and vote at the meeting and
(b) in any other case by a majority in number of the members having the right to attend and vote at the meeting being a majority together representing at least 95 of the total voting rights at the meeting of all the members
572 发出通知方式
(1) 公司成员会通知须 ——
(a) 采印形式电子形式发出
(b) 网站提供该通知方式发出
该通知部分种述方式发出部分种述方式发出
(2) 公司召开成员会通知中提供电子址须视已意关该成员会程序文件资料均该通知指明条件限制规限电子方式送交该址
572 Manner in which notice to be given
(1) Notice of a general meeting of a company must be given—
(a) in hard copy form or in electronic form or
(b) by making the notice available on a website
or partly by one of those means and partly by another
(2) If a company has given an electronic address in a notice calling a meeting it is to be regarded as having agreed that any document or information relating to proceedings at the meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice)
573 网站发布成员会通知
(1) 局限第18部原公司网站提供成员会通知非该通知条发出否该通知属效发出
(2) 关公司知会某成员指关通知关网站提供该项知会须 ——
(a) 述明该项知会关公司成员会通知
(b) 指明举行该成员会点日期时间
(c) (属周年成员会)述明该成员会周年成员会
(3) 整段始作出述知会日期日关成员会时结束期间关通知均须述网站提供
573 Publication of notice of general meeting on website
(1) Without limiting Part 18 notice of a general meeting is not validly given by a company by making it available on a website unless it is given in accordance with this section
(2) When the company notifies a member of the availability of the notice on the website the notification must—
(a) state that it concerns a notice of a company meeting
(b) specify the place date and time of the meeting and
(c) in the case of an annual general meeting state that it is an annual general meeting
(3) The notice must be available on the website throughout the period beginning on the date of that notification and ending on the conclusion of the meeting
574 权收成员会通知
(1) 公司成员会通知须士发出 ——
(a) 该公司名成员
(b) 名董事
(2) 第(1)款中提述成员包括某成员世破产权享股份前提关公司已获关该权利通知
(3) 第(1)(2)款效力受关公司章程细条文规限
(4) 市公司言权公司成员会表决成员发出该成员会通知时须发出该等通知样方式权该成员会表决名成员发出该通知
(5) 公司须权公司成员会表决成员发出该成员会通知情况须遵守第(4)款
(6) 第(4)款规定时间予短第571(1)条关公司章程细指明通知期召开会议该时间根第(4)款须发出通知切实行范围快发出该款须视已获遵守
574 Persons entitled to receive notice of general meeting
(1) Notice of a general meeting of a company must be given to—
(a) every member of the company and
(b) every director
(2) In subsection (1) the reference to a member includes any person who is entitled to a share in consequence of the death or bankruptcy of a member if the company has been notified of that person’s entitlement
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles
(4) In the case of a listed company notice of a general meeting of the company must be given to every member not entitled to vote at the meeting at the same time and in the same manner as notice of the meeting is given to members who are so entitled
(5) A company is only required to comply with subsection (4) if the company is required to give notice of a general meeting of the company to members who are entitled to vote at the general meeting
(6) Despite subsection (4) if a meeting is called at any time by shorter notice than that specified in section 571(1) or in the company’s articles subsection (4) is to be regarded as having been complied with if the notice required to be given under that subsection is given as soon as practicable after that time
575 核数师发出成员会通知责
(1) 公司须某成员发出公司成员会通知关该成员会文件该成员发出该通知文件时须该公司核数师发出该通知文该文件文( 名核数师须名核数师送交文)
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
575 Duty to give notice of general meeting to auditor
(1) If notice of a general meeting of a company or any other document relating to the general meeting is required to be given to a member the company must give a copy of it to its auditor (if more than one auditor to each of them) at the same time as the notice or the other document is given to the member (Amended 35 of 2018 s 61)
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
576 成员会通知容
(1) 公司须确保公司成员会通知 ——
(a) 指明举行该成员会日期时间
(b) 指明举行该成员会点(该成员会22方举行指明举行该成员会会场举行该成员会会场)
(c) 述明该成员会处理事务概略性质
(d) (关通知属召开周年成员会通知)述明该成员会周年成员会
(e) (拟该成员会动议某决议) ——
(i) 包含该决议通知
(ii) (该公司非全资附属公司)包含附项陈述该陈述须载显示该决议目合理需资料解释( 话)
(2) 第(1)(a)(b)(c)款效力受关公司章程细条文规限
(3) 符合说明决议言第(1)(e)款适 ——
(a) 该决议通知已根第567(3)568(2)条包含成员会通知
(b) 该决议通知已根第615条发出
(4) 公司违反第(1)(e)款该公司名责均属犯罪处第3级罚款
(5) 决议公司成员会通第(1)(e)款遭违反影响该决议效性
(6) 关某决议效性普通法规衡法原条例条文受第(5)款影响
(7) 第(1)(e)款中 ——
全资附属公司 (wholly owned subsidiary)具第357(3)条予该词涵义
576 Contents of notice of general meeting
(1) A company must ensure that a notice of a general meeting of the company—
(a) specifies the date and time of the meeting
(b) specifies the place of the meeting (and if the meeting is to be held in 2 or more places the principal place of the meeting and the other place or places of the meeting)
(c) states the general nature of the business to be dealt with at the meeting
(d) in the case of a notice calling an annual general meeting states that the meeting is an annual general meeting and
(e) if a resolution is intended to be moved at the meeting—
(i) includes notice of the resolution and
(ii) (where the company is not a wholly owned subsidiary) includes or is accompanied by a statement containing the information and explanation if any that is reasonably necessary to indicate the purpose of the resolution
(2) Subsection (1)(a) (b) and (c) has effect subject to any provision of the company’s articles
(3) Subsection (1)(e) does not apply in relation to a resolution of which—
(a) notice has been included in the notice of meeting under section 567(3) or 568(2) or
(b) notice has been given under section 615
(4) If a company contravenes subsection (1)(e) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(5) The validity of a resolution if passed at a general meeting of a company is not affected by a contravention of subsection (1)(e)
(6) Subsection (5) does not affect any common law rules or equitable principles or the provisions of any other Ordinance as regards the validity of a resolution
(7) In subsection (1)(e)—
wholly owned subsidiary (全资附属公司) has the meaning given by section 357(3)
577 成员会通知须列明增加董事薪酬解释
(1) 非情况否公司成员会修订章程细藉该公司董事董事职位提供薪酬增加薪酬 ——
(a) 召开该会议通知书附该通知文件已列明提供薪酬增加薪酬充分解释
(b) 提供薪酬增加薪酬事已获项事宜关决议批准
(2) 条中 ——
薪酬 (emoluments)包括 ——
(a) 董事袍金佣金
(b) 开支津贴形式支付款项
(c) 根退休金计划该董事支付供款
(d) 关董事董事身分提供服务收取非现金利益
577 Explanation of improving director’s emoluments to be set out in notice of general meeting
(1) A company must not at a general meeting amend its articles so as to provide emoluments or improved emoluments for a director of the company in respect of the office as director unless—
(a) there is set out in the notice calling the meeting or in a document attached to the notice an adequate explanation of the provision and
(b) the provision is approved by a resolution not relating also to other matters
(2) In this section—
emoluments (薪酬) includes—
(a) fees and percentages
(b) any sums paid by way of expenses allowance
(c) any contribution paid in respect of the director under any pension scheme and
(d) any benefits received by the director otherwise than in cash in respect of the director’s services as director
578 需作特通知决议
(1) 条例条文规定须某会议动议某决议予特通知非该会议前少28日已关公司发出动议该决议意通知否该决议效
(2) 关公司须(切实行话)发出关会议通知时发出该通知样方式成员发出该决议通知
(3) 述做法非切实行关公司须关会议前少14日述方式成员发出关决议通知 ——
(a) 份香港广泛流通报章刊登广告
(b) 该公司章程细容许方式
(4) 拟动议关决议通知关公司发出会议该通知发出28日召开该通知然非规定时限发出须视已恰发出
578 Resolution requiring special notice
(1) If by any provision of this Ordinance special notice is required to be given of a resolution the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved
(2) The company must if practicable give its members notice of the resolution at the same time and in the same manner as it gives notice of the meeting
(3) If that is not practicable the company must give its members notice of the resolution at least 14 days before the meeting—
(a) by advertisement in a newspaper circulating generally in Hong Kong or
(b) in any other manner allowed by the company’s articles
(4) If after notice of the intention to move the resolution has been given to the company a meeting is called for a date 28 days or less after the notice has been given the notice is to be regarded as having been properly given though not given within the time required
579 意外漏发成员会决议通知
(1) 公司发出 ——
(a) 成员会通知
(b) 拟成员会动议决议通知
断定该成员会该决议通知否妥发出时意外遗漏权收通知发出通知事件权收通知没收通知事件均需理会
(2) 根第567568 616 条发出通知言外第(1)款效力受关公司章程细条文规限
579 Accidental omission to give notice of meeting or resolution
(1) If a company gives notice of—
(a) a general meeting or
(b) a resolution intended to be moved at a general meeting
any accidental omission to give notice to or any nonreceipt of notice by any person entitled to receive notice must be disregarded for the purpose of determining whether notice of the meeting or resolution is duly given
(2) Except in relation to notice given under section 567 568 or 616 subsection (1) has effect subject to any provision of the company’s articles
第6次分部 —— 成员陈述书
Subdivision 6—Members’ Statements
580 成员权力求传阅陈述书
(1) 公司成员求该公司权收成员会通知该公司成员传阅关 ——
(a) 该成员会处理某提出决议述事宜
(b) 该成员会处理事务
字数1 000字陈述书
(2) 然名成员 ——
(a) 第(1)(a)款述决议求公司传阅份述陈述书
(b) 第(1)(b)款述事务求公司传阅份述陈述书
(3) 公司收士提出传阅陈述书求须传阅该陈述书 ——
(a) 占全体相关表决权利成员总表决权少25成员
(b) 少50名相关表决权利成员
(4) 第(3)款中 ——
相关表决权利 (relevant right to vote)指 ——
(a) (关某提出决议述事宜陈述书言)关求关成员会该决议表决权利
(b) (陈述书言)关求关成员会表决权利
(5) 第(3)款指求 ——
(a) 采印形式电子形式送交关公司
(b) 须指出予传阅陈述书
(c) 须提出该求认证
(d) 须该求关成员会前少7日送抵该公司
580 Members’ power to request circulation of statement
(1) A member of a company may request the company to circulate to members of the company entitled to receive notice of a general meeting a statement of not more than 1 000 words with respect to—
(a) a matter mentioned in a proposed resolution to be dealt with at that meeting or
(b) other business to be dealt with at that meeting
(2) However each member may only request the company to circulate—
(a) one such statement with respect to the resolution mentioned in subsection (1)(a) and
(b) one such statement with respect to the other business mentioned in subsection (1)(b)
(3) A company is required to circulate the statement if it has received requests to do so from—
(a) members representing at least 25 of the total voting rights of all the members who have a relevant right to vote or
(b) at least 50 members who have a relevant right to vote
(4) In subsection (3)—
relevant right to vote (相关表决权利) means—
(a) in relation to a statement with respect to a matter mentioned in a proposed resolution a right to vote on that resolution at the meeting to which the requests relate and
(b) in relation to any other statement a right to vote at the meeting to which the requests relate
(5) A request under subsection (3)—
(a) may be sent to the company in hard copy form or in electronic form
(b) must identify the statement to be circulated
(c) must be authenticated by the person or persons making it and
(d) must be received by the company at least 7 days before the meeting to which it relates
581 公司责传阅成员陈述书
(1) 根第580条须传阅陈述书公司须 ——
(a) 发出关成员会通知样方式
(b) 发出该成员会通知时发出该通知合理切实行范围快
该陈述书文送交名权收该成员会通知公司成员
(2) 第(1)款效力受第582(2)583条规限
(3) 公司违反第(1)款该公司名责均属犯罪处第5级罚款
581 Company’s duty to circulate members’ statement
(1) A company that is required under section 580 to circulate a statement must send a copy of it to each member of the company entitled to receive notice of the meeting—
(a) in the same manner as the notice of the meeting and
(b) at the same time as or as soon as reasonably practicable after it gives notice of the meeting
(2) Subsection (1) has effect subject to sections 582(2) and 583
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
582 传阅成员陈述书费
(1) 情况求传阅关陈述书成员需支付关公司遵守第581条招致费 ——
(a) 关求关成员会该公司周年成员会
(b) 该公司时收足令该公司须传阅该陈述书求该公司发出该成员会通知时够送交该陈述书文
(2) 情况 ——
(a) 非关公司通决议议决求传阅关陈述书成员需支付该公司遵守第581条招致费否该成员须支付该费
(b) 非迟关成员会前7日该公司存放笔理足支付该公司遵守该条招致费款项该公司交出该笔款项否该公司须遵守该条(该公司先前已通决议议决求传阅关陈述书成员需支付该公司遵守该条招致费属例外)
582 Expenses of circulating members’ statement
(1) The expenses of the company in complying with section 581 need not be paid by the members who requested the circulation of the statement if—
(a) the meeting to which the requests relate is an annual general meeting of the company and
(b) requests sufficient to require the company to circulate the statement are received in time to enable the company to send a copy of the statement at the same time as it gives notice of the meeting
(2) Otherwise—
(a) the expenses of the company in complying with section 581 must be paid by the members who requested the circulation of the statement unless the company resolves otherwise and
(b) unless the company has previously so resolved it is not bound to comply with that section unless there is deposited with or tendered to it not later than 7 days before the meeting a sum reasonably sufficient to meet its expenses in doing so
583 求传阅成员陈述书申请
(1) 公司声称感受屈提出申请原讼法庭应申请信纳第580条赋予权利 ——
(a) 正滥
(b) 正带诽谤成分事宜取必宣传
该公司须根第581条传阅陈述书
(2) 某成员求传阅关陈述书原讼法庭命令支付公司该申请招致全部部分讼费非根第(1)款提出申请方然
583 Application not to circulate members’ statement
(1) A company is not required to circulate a statement under section 581 if on an application by the company or another person who claims to be aggrieved the Court is satisfied that the rights given by section 580 are—
(a) being abused or
(b) being used to secure needless publicity for defamatory matter
(2) The Court may order the members who requested the circulation of the statement to pay the whole or part of the company’s costs on an application under subsection (1) even if they are not parties to the application
第7次分部 —— 会议议事程序
Subdivision 7—Procedure at Meetings
584 22方举行成员会
(1) 公司令该公司身处方成员够成员会聆听发言表决科技22方举行成员会
(2) 第(1)款效力受关公司章程细条文规限
584 Meeting at 2 or more places
(1) A company may hold a general meeting at 2 or more places using any technology that enables the members of the company who are not together at the same place to listen speak and vote at the meeting
(2) Subsection (1) has effect subject to any provision of the company’s articles
585 成员会法定数
(1) 公司名成员该成员亲身出席委派代表出席构成该公司成员会法定数
(2) 述公司述成员法团体该成员透法团代表出席属构成该公司成员会法定数
(3) 第(1)款公司章程细条文规定外2名亲身出席委派代表出席成员构成该公司成员会法定数
(4) 关公司某成员法团体该成员透法团代表出席该成员须计入该公司成员会法定数
(5) 条中 ——
法团代表 (corporate representative)指根第606条获授权担关法团体代表
585 Quorum at meeting
(1) If a company has only one member that member present in person or by proxy is a quorum of a general meeting of the company
(2) If that member of the company is a body corporate that member present by its corporate representative is also a quorum of a general meeting of the company
(3) Subject to subsection (1) and the provisions of a company’s articles 2 members present in person or by proxy is a quorum of a general meeting of the company
(4) If a member of the company is a body corporate that member present by its corporate representative counts towards a quorum of a general meeting of the company
(5) In this section—
corporate representative (法团代表) means a person authorized under section 606 to act as the representative of the body corporate
586 成员会席
(1) 成员藉成员会通公司决议获推选该成员会席
(2) 关公司章程细中条文述明谁成席第(1)款受该条文规限
586 Chairperson of meeting
(1) A member may be elected to be the chairperson of a general meeting by a resolution of the company passed at the meeting
(2) Subsection (1) is subject to any provision of the company’s articles that states who may or who may not be chairperson
587 延期会议通决议
决议公司延期会议通该决议目言须视实际获通日期通视较早日期通
587 Resolution passed at adjourned meeting
If a resolution is passed at an adjourned meeting of a company the resolution is for all purposes to be regarded as having been passed on the date on which it was in fact passed and is not to be regarded as having been passed on any earlier date
第8次分部 —— 成员会表决
Subdivision 8—Voting at Meetings
588 表决般规
(1) 成员会举手方式某决议表决时 ——
(a) 名亲身出席成员均票
(b) 名亲身出席获权该决议表决成员妥委代表均票
(2) 某成员委名代表该等代表权举手方式关决议表决
(3) 成员会投票方式某决议表决时 ——
(a) 属股公司 ——
(i) 名亲身出席成员持股股份均票
(ii) 名亲身出席获某成员妥委代表该委关股股份均票 (2018年第35号第62条修订)
(b) 属股公司 ——
(i) 名亲身出席成员均票
(ii) 名亲身出席获权该决议表决成员妥委代表均票
(4) 第(1)(2)(3)款效力受关公司章程细条文规限
(5) 关公司股份信讬方式代该公司持该等股份持期间授予该公司成员会表决权利
588 General rules on votes
(1) On a vote on a resolution on a show of hands at a general meeting—
(a) every member present in person has one vote and
(b) every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote
(2) If a member appoints more than one proxy the proxies so appointed are not entitled to vote on the resolution on a show of hands
(3) On a vote on a resolution on a poll taken at a general meeting—
(a) in the case of a company having a share capital—
(i) every member present in person has one vote for each share held by him or her and
(ii) every proxy present who has been duly appointed by a member has one vote for each share in respect of which the proxy is appointed and (Amended 35 of 2018 s 62)
(b) in the case of a company not having a share capital—
(i) every member present in person has one vote and
(ii) every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote
(4) Subsections (1) (2) and (3) have effect subject to any provision of the company’s articles
(5) If any shares in a company are held in trust for the company those shares do not for so long as they are so held confer any right to vote at a general meeting of the company
589 股份联名持表决
(1) 某公司股份联名持言作出表决排名先持作出表决(该持妥授权代表作出表决)方该公司计算
(2) 条言股份持排名先关联名持关公司成员登记册排名次序断定
(3) 第(1)(2)款效力受关公司章程细条文规限
589 Votes of joint holders of shares
(1) In the case of joint holders of shares of a company only the vote of the most senior holder who votes (and any proxies duly authorized by the holder) may be counted by the company
(2) For the purposes of this section the seniority of a holder of a share is determined by the order in which the names of the joint holders appear in the register of members of the company
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles
590 席举手表决中作出宣布
(1) 成员会举手方式某决议表决席作出 ——
(a) 指该决议已获通未获通宣布
(b) 指该决议获特定数通宣布
该事实确证需证明录赞成反该决议票数目例
(2) 第618条记录会议议事纪录关关宣布记项该事实确证需加证明
(3) 第(1)款指宣布作出前作出时求投票方式关决议表决该求未撤回条具效力
590 Declaration by chairperson on show of hands
(1) On a vote on a resolution on a show of hands at a general meeting a declaration by the chairperson that the resolution—
(a) has or has not been passed or
(b) passed by a particular majority
is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution
(2) An entry in respect of the declaration in minutes of the meeting recorded in accordance with section 618 is also conclusive evidence of that fact without the proof
(3) This section does not have effect if a poll is demanded in respect of the resolution before or on the declaration under subsection (1) (and the demand is not subsequently withdrawn)
591 求投票表决权利
(1) 公司章程细条文排成员会求投票方式问题外问题表决权利 ——
(a) 选举该成员会席
(b) 该成员会延期
该条文属效
(2) 公司章程细条文令士成员会提出投票方式第(1)(a)(b)款指明问题外问题表决求效 ——
(a) 少5名权该成员会表决成员
(b) 占全体权该成员会表决成员总表决权少5名名成员
(c) 该成员会席
该条文属效
(3) 成员委代表公司成员会某事宜进行表决该委属予该代表授权该代表求联求投票方式该事宜表决
(4) 应第(2)款时某成员代表提出求 ——
(a) 第(2)(a)款言算作该成员提出求
(b) 第(2)(b)款言算作占该代表获授权行表决权成员提出求
591 Right to demand poll
(1) A provision of a company’s articles is void in so far as it would have the effect of excluding the right to demand a poll at a general meeting on any question other than—
(a) the election of the chairperson of the meeting or
(b) the adjournment of the meeting
(2) A provision of a company’s articles is void in so far as it would have the effect of making ineffective a demand for a poll at a general meeting on any question other than those specified in subsection (1)(a) and (b) which is made—
(a) by at least 5 members having the right to vote at the meeting
(b) by a member or members representing at least 5 of the total voting rights of all the members having the right to vote at the meeting or
(c) by the chairperson of the meeting
(3) The appointment of a proxy to vote on a matter at a general meeting of a company authorizes the proxy to demand or join in demanding a poll on that matter
(4) In applying subsection (2) a demand by a proxy counts—
(a) for the purposes of subsection (2)(a) as a demand by the member and
(b) for the purposes of subsection (2)(b) as a demand by a member representing the voting rights that the proxy is authorized to exercise
592 席责求投票表决
成员会举手表决结果宣布前时成员会席关公司收代表委书知举手表决结果会异投票表决结果该席须求投票表决
592 Chairperson’s duty to demand poll
If before or on the declaration of the result on a show of hands at a general meeting the chairperson of the meeting knows from the proxies received by the company that the result on a show of hands will be different from that on a poll the chairperson must demand a poll
593 投票表决
公司成员会投票表决时权投票成员投票该成员需 ——
(a) 票
(b) 方式投该成员票
593 Voting on poll
On a poll taken at a general meeting of a company a member entitled to more than one vote need not if the member votes—
(a) use all the votes or
(b) cast all the votes the member uses in the same way
594 公司责成员会会议议事纪录中记录投票结果
(1) 某项公司成员会投票方式表决定案决议言该公司须该成员会会议议事纪录中记录事宜 ——
(a) 投票结果
(b) 该决议投票总数
(c) 该决议赞成票数目
(d) 该决议反票数目
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
594 Company’s duty to record result of poll in minutes of general meeting
(1) In respect of a resolution decided on a poll taken at a general meeting of a company the company must record in the minutes of proceedings of the general meeting—
(a) the result of the poll
(b) the total number of votes that could be cast on the resolution
(c) the number of votes in favour of the resolution and
(d) the number of votes against the resolution
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
595 章程细中关决定表决权利条文订保留条文
次分部影响 ——
(a) 公司章程细中关事宜条文 ——
(i) 规定某某决议表决权利提出反须该等章程细提出
(ii) 该项反作出决定终定局
(b) 藉种理法律程序中质疑该决定
595 Saving for provisions of articles as to determination of entitlement to vote
Nothing in this Subdivision affects—
(a) any provision of a company’s articles—
(i) requiring an objection to a person’s entitlement to vote on a resolution to be made in accordance with the articles and
(ii) for the determination of the objection to be final and conclusive or
(b) the grounds on which such a determination may be questioned in legal proceedings
第9次分部 —— 代表法团代表
Subdivision 9—Proxies and Corporate Representatives
596 委代表权利
(1) 第(2)款规定外公司成员权委(该否该公司成员)代表代表该成员行权利︰出席该公司成员会成员会发言表决
(2) 担保限公司章程细规定代表须属该公司成员关公司章程细规定该公司成员委名成员代表
(3) 股公司成员委代表分代表该成员持委文书指明股份数目
596 Right to appoint proxy
(1) Subject to subsection (2) a member of a company is entitled to appoint another person (whether a member or not) as a proxy to exercise all or any of the member’s rights to attend and to speak and vote at a general meeting of the company
(2) In the case of a company limited by guarantee the company’s articles may require that a proxy must be a member of the company and if the company’s articles so require a member of the company may only appoint another member as a proxy
(3) In the case of a company having a share capital a member of the company may appoint separate proxies to represent respectively the number of the shares held by the member that is specified in their instruments of appointment
597 成员会通知须载关权利等陈述
(1) 公司须确保召开公司成员会通知合理显眼位置载项陈述告知成员 ——
(a) 第596(1)(3)条订权利
(b) 第596(2)条订规定
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
(3) 第(1)款遭违反影响关成员会效性该成员会作出事情效性
597 Notice of meeting to contain statement of rights etc
(1) A company must ensure that in a notice calling a general meeting of the company there must appear with reasonable prominence a statement informing the member of—
(a) the rights under section 596(1) and (3) and
(b) the requirement under section 596(2)
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(3) A contravention of subsection (1) does not affect the validity of the meeting or of anything done at the meeting
598 委代表等需通知
(1) 条适 ——
(a) 委代表
(b) 显示委代表效性需文件方式关委代表文件
(2) 公司章程细条文具效果范围属效︰规定关委书文件须时间前送抵该公司 ——
(a) (属成员会延期成员会)举行该成员会延期成员会时间前48时
(b) (求投票表决投票该求作出48时进行)指定投票表决时间前24时
(3) 计算第(2)款述期间时公众假期部分计算
598 Notice required of appointment of proxy etc
(1) This section applies to—
(a) the appointment of a proxy and
(b) any document necessary to show the validity of or otherwise relating to the appointment of a proxy
(2) A provision of the company’s articles is void in so far as it would have the effect of requiring the appointment or document to be received by the company or another person earlier than the following time—
(a) in the case of a general meeting or adjourned general meeting 48 hours before the time for holding the meeting or adjourned meeting
(b) in the case of a poll taken more than 48 hours after it was demanded 24 hours before the time appointed for the taking of the poll
(3) In calculating the periods mentioned in subsection (2) no account is to be taken of any part of a day that is a public holiday
599 电子形式送交关代表文件
(1) 公司发出文件中提供电子址 ——
(a) 关某成员会代表委文书
(b) 关该成员会委代表邀请书
须视已意关该成员会代表文件资料均该文书邀请书指明条件限制规限电子方式送交该址
(2) 第(1)款中关代表文件包括 ——
(a) 某成员会委代表委书
(b) 显示委代表效性需文件方式关委代表文件
(c) 终止代表权力通知
599 Sending documents relating to proxies in electronic form
(1) If a company has given an electronic address in—
(a) an instrument of proxy issued by the company in relation to a general meeting or
(b) an invitation to appoint a proxy issued by the company in relation to the meeting
it is to be regarded as having agreed that any document or information relating to proxies for that meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the instrument or invitation)
(2) In subsection (1) documents relating to proxies include—
(a) the appointment of a proxy in relation to a general meeting
(b) any document necessary to show the validity of or otherwise relating to the appointment of a proxy and
(c) notice of the termination of the authority of a proxy
600 公司倡议发出委代表邀请书
(1) 公司该公司某成员会目费成员发出邀请书邀请成员委名指明士某数目指明士代表该等邀请书全体权获送交该成员会通知委派代表该成员会表决成员发出限
(2) ——
(a) 应某成员求该成员发出指名关代表委表格发出愿意担代表名单
(b) 该表格名单应求提供予全体权委派代表关成员会表决成员
属违反第(1)款
(3) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
600 Companysponsored invitations to appoint proxies
(1) A company must not for the purposes of a general meeting of the company issue at its expense invitations to members to appoint as proxy a specified person or a number of specified persons unless the invitations are issued to all members entitled to be sent a notice of the meeting and to vote at the meeting by proxy
(2) Subsection (1) is not contravened if—
(a) there is issued to a member at that member’s request a form of appointment naming the proxy or a list of persons willing to act as proxy and
(b) the form or list is available on request to all members entitled to vote at the meeting by proxy
(3) If a company contravenes subsection (1) every responsible person of the company commits an offence and each is liable to a fine at level 3
601 关公司发出代表委文书规定
(1) 条适符合说明代表委文书︰某公司该公司某成员发出供该成员委代表出席该公司成员会该成员会表决
(2) 述代表委文书须关成员够意指示关代表项涉关成员会处理事务决议表决赞成表决反(没指示情况该等决议行该代表酌情决定权)
601 Requirement as to instrument of proxy issued by company
(1) This section applies to an instrument of proxy issued to a member of a company by the company for use by the member for appointing a proxy to attend and vote at a general meeting of the company
(2) The instrument of proxy must be such as to enable the member according to the member’s intention to instruct the proxy to vote in favour of or against (or in default of instructions to exercise the proxy’s discretion in respect of) each resolution dealing with any business to be transacted at the meeting
602 代表持成员会
(1) 代表藉某成员会通公司决议获推选该成员会席
(2) 关公司章程细中条文述明谁成席第(1)款受该条文规限
602 Chairing meeting by proxy
(1) A proxy may be elected to be the chairperson of a general meeting by a resolution of the company passed at the meeting
(2) Subsection (1) is subject to any provision of the company’s articles that states who may or who may not be chairperson
603 公司倡议代表责委文书指明方式表决
(1) 条适公司指名作代表该提名文书作出 ——
(a) 该公司发出关某成员会代表委文书
(b) 该公司发出关该成员会委代表邀请书
(2) 权关成员会表决成员妥委关代表该须第588条规限 ——
(a) 代表身分 ——
(i) 举手表决
(ii) 投票表决
(b) 该成员关代表委书中指明方式( 话)表决
(3) 2名2名权关成员会表决成员妥委关代表代表委书中指明表决方式 ——
(a) 第588(2)条规限该代表举手表决时须占获授权该成员会行总表决权半数名名成员指明方式表决
(b) 没半数该代表举手表决
(4) 明知意违反第(2)(3)款属犯罪处第3级罚款
603 Companysponsored proxy’s duty to vote in the way specified in appointment of proxy
(1) This section applies to a person who is named by a company as a proxy whether the nomination is made in—
(a) an instrument of proxy issued by the company in relation to a general meeting or
(b) an invitation to appoint a proxy issued by the company in relation to the meeting
(2) If the person has been duly appointed as a proxy by a member entitled to vote at the meeting that person must subject to section 588—
(a) vote as a proxy—
(i) on a show of hands or
(ii) on a poll and
(b) vote in the way specified (if any) by the member in the appointment of proxy
(3) If the person has been duly appointed as a proxy by 2 or more members entitled to vote at the meeting and the members specify different ways to vote in their appointment of proxy the proxy—
(a) must subject to section 588(2) vote on a show of hands in the way specified by the member or members representing a simple majority of the total voting rights that the proxy is authorized to exercise at the meeting and
(b) if there is no majority must not vote on a show of hands
(4) A person who knowingly and wilfully contravenes subsection (2) or (3) commits an offence and is liable to a fine at level 3
604 终止代表权力需通知
(1) 条适终止某代表身分行事权力通知(终止通知)
(2) 非成员会开始前关公司已收终止某代表身分行事权力终止通知否该项终止影响 ——
(a) 否法定数出席该成员会(决定该问题时该代表否已计算)
(b) 该作该成员会席作出事情效性
(c) 该该成员会求投票表决效性
(3) 非关公司 ——
(a) 作出关表决成员会延期成员会开始前收终止某代表身分行事权力终止通知
(b) (属求投票表决情况投票求作出48时进行)指定投票表决时间前收终止某代表身分行事权力终止通知
否该项终止影响该作出表决效性
(4) 关公司章程细规定容许成员非该公司某发出终止通知第(2)(3)款中提述收通知公司处犹提述(视情况需定)情况具效力 ——
(a) 该提述
(b) 该公司该提述
(5) 第(2)(3)款效力受关公司章程细中具效果条文规限︰规定终止通知须第(2)(3)款指明时间前某时间送抵该公司关
(6) 第(5)款受第(7)款规限
(7) 关公司章程细条文具效果范围属效︰规定终止通知须时间前送抵该公司 ——
(a) (属成员会延期成员会)举行该成员会延期成员会时间前48时
(b) (求投票表决投票该求作出48时进行)指定投票表决时间前24时
(8) 计算第(3)(b)(7)款述期间时公众假期部分计算
604 Notice required of termination of proxy’s authority
(1) This section applies to a notice that the authority of a person to act as proxy is terminated (notice of termination)
(2) The termination of the authority of a person to act as proxy does not affect—
(a) whether there is a quorum at a general meeting (irrespective of whether the proxy has been counted in deciding the question)
(b) the validity of anything the person does as chairperson of a general meeting or
(c) the validity of a poll demanded by the person at a general meeting
unless the company receives notice of the termination before the commencement of the meeting
(3) The termination of the authority of a person to act as proxy does not affect the validity of a vote given by that person unless the company receives notice of the termination—
(a) before the commencement of the meeting or adjourned meeting at which the vote is given or
(b) in the case of a poll taken more than 48 hours after it is demanded before the time appointed for the taking of the poll
(4) If the company’s articles require or permit members to give notice of termination to a person other than the company the references in subsections (2) and (3) to the company receiving notice have effect as if they were—
(a) references to that person or
(b) references to the company or that person
as the case requires
(5) Subsections (2) and (3) have effect subject to any provision of the company’s articles that has the effect of requiring notice of termination to be received by the company or another person at a time earlier than that specified in those subsections
(6) Subsection (5) is subject to subsection (7)
(7) A provision of the company’s articles is void in so far as it would have the effect of requiring notice of termination to be received by the company or another person earlier than the following time—
(a) in the case of a general meeting or adjourned general meeting 48 hours before the time for holding the meeting or adjourned meeting
(b) in the case of a poll taken more than 48 hours after it was demanded 24 hours before the time appointed for the taking of the poll
(8) In calculating the periods mentioned in subsections (3)(b) and (7) no account is to be taken of any part of a day that is a public holiday
605 成员亲身表决代表权力影响
(1) 股份委代表成员作出作该代表关决议具权力须视已撤销 ——
(a) 亲身出席决定该决议成员会
(b) 该决议行 ——
(i) 该等股份附表决权
(ii) (该公司没股)该成员权行表决权
(2) 效代表委书已权出席成员会成员会发言(举手投票方式)表决成员关公司交付已代表成员交付该成员然该成员会延期该成员会享出席发言表决权利
605 Effect of member’s voting in person on proxy’s authority
(1) A proxy’s authority in relation to a resolution is to be regarded as revoked if the member who has appointed the proxy—
(a) attends in person the general meeting at which the resolution is to be decided and
(b) exercises in relation to that resolution—
(i) the voting right attached to the shares in respect of which the proxy is appointed or
(ii) if the company does not have a share capital the voting right the member is entitled to exercise
(2) A member who is entitled to attend speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it even though a valid appointment of a proxy has been delivered to the company by or on behalf of that member
606 代表法团体出席会议
(1) 法团体藉董事治团体决议 ——
(a) (该法团体某公司成员)授权该法团体认合适代表出席该公司会议
(b) (该法团体某公司债权(包括债权证持))授权该法团体认合适代表出席 ——
(i) 根条例条文举行该公司债权会议
(ii) 根债权证信讬契文书条文举行该公司债权会议
(2) 根第(1)款获授权权代关法团体行权力等假该法团体关公司成员债权债权证持便够行权力
606 Representation of body corporate at meetings
(1) A body corporate may by resolution of its directors or other governing body—
(a) if it is a member of a company authorize any person it thinks fit to act as its representative at any meeting of the company and
(b) if it is a creditor (including a holder of debentures) of a company authorize any person it thinks fit to act as its representative at any meeting of any creditors of the company held under the provisions of—
(i) this Ordinance or
(ii) any debenture or trust deed or other instrument
(2) A person authorized under subsection (1) is entitled to exercise the same powers on behalf of the body corporate as that body corporate could exercise if it were an individual member creditor or holder of debentures of the company
607 代表认结算出席会议
(1) 证券期货条例(第571章)附表1第1部第1条指认结算身代名某公司成员授权名名该结算认合适代表出席该公司会议
(2) 根第(1)款获授权关授权书须指明获授权代表股份数目类
(3) 根第(1)款获授权权代述认结算(代名)行权力等假该结算(代名)关公司成员便够行权力
607 Representation of recognized clearing house at meetings
(1) A recognized clearing house within the meaning of section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571) may if it or its nominee is a member of a company authorize any person or persons it thinks fit to act as its representative or representatives at any meeting of the company
(2) If more than one person is authorized under subsection (1) the authorization must specify the number and class of shares in respect of which each person is so authorized
(3) A person authorized under subsection (1) is entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee) as that clearing house (or its nominee) could exercise if it were an individual member of the company
608 关章程细赋予更广泛权利保留条文
次分部阻止公司章程细成员代表赋予次分部赋予权利更广泛权利
608 Saving for more extensive rights given by articles
Nothing in this Subdivision prevents a company’s articles from giving more extensive rights to members or proxies than are given by this Subdivision
第10次分部 —— 周年成员会
Subdivision 10—Annual General Meetings
609 释义
次分部中 ——
会计参期 (accounting reference period)具第368条予该词涵义
609 Interpretation
In this Subdivision—
accounting reference period (会计参期) has the meaning given by section 368
610 举行周年成员会规定
(1) 第(2)(3)款规定外 ——
(a) 私公司担保限公司须财政年度会计参期(关财政年度参该限期决定)结束9月举行次成员会作周年成员会(该成员会该期间举行会议外会议)
(b) 公司须财政年度会计参期(关财政年度参该限期决定)结束6月举行次成员会作周年成员会(该成员会该期间举行会议外会议)
(2) 第(1)款述会计参期关公司首会计参期该参期超12月 ——
(a) 该公司属私公司担保限公司须 ——
(i) 该公司成立法团首周年日9月举行次成员会作周年成员会
(ii) 该会计参期结束3月举行次成员会作周年成员会
两者较迟者准
(b) 该公司属公司须 ——
(i) 该公司成立法团首周年日6月举行次成员会作周年成员会
(ii) 该会计参期结束3月举行次成员会作周年成员会
两者较迟者准 (2018年第35号第63条修订)
(3) 某公司已藉第371条指董事决议藉根该条交付处长通知缩短某会计参期 ——
(a) 该公司属私公司担保限公司须 ——
(i) 该缩短会计参期结束9月举行次成员会作周年成员会
(ii) 该董事决议日期3月举行次成员会作周年成员会
两者较迟者准
(b) 该公司属公司须 ——
(i) 该缩短会计参期结束6月举行次成员会作周年成员会
(ii) 该董事决议日期3月举行次成员会作周年成员会
两者较迟者准
(4) 第(1)(2)(3)款述私公司包括关财政年度时间属某公众公司附属公司私公司
(5) 情况容许某公司某财政年度举行周年成员会限期结束前提出申请原讼法庭理认延长该限期合适原讼法庭藉命令该限期延长段该命令中指明期间
(6) 情况容许某公司某财政年度举行周年成员会限期已根第(5)款延长该公司须延长限期举行成员会作周年成员会
(7) 公司违反第(1)(2)(3)(6)款原讼法庭应关公司成员申请 ——
(a) 召开指示召开该公司成员会
(b) 作出原讼法庭认合宜附带相应指示包括 ——
(i) 容召开举行进行该成员会方面该公司章程细施行予变通补充指示
(ii) 容该公司名成员亲身出席委派代表出席须视构成会议指示
(8) 原讼法庭指示外根第(7)款举行成员会须视关公司没条举行周年成员会财政年度举行周年成员会
(9) 公司违反第(1)(2)(3)(6)款违反根第(7)款作出指示该公司名责均属犯罪处第5级罚款
610 Requirement to hold annual general meeting
(1) Subject to subsections (2) and (3) a company must in respect of each financial year of the company hold a general meeting as its annual general meeting within the following period (in addition to any other meetings held during the period)—
(a) in the case of a private company or a company limited by guarantee 9 months after the end of its accounting reference period by reference to which the financial year is to be determined and
(b) in the case of any other company 6 months after the end of its accounting reference period by reference to which the financial year is to be determined
(2) If the accounting reference period mentioned in subsection (1) is the first accounting reference period of the company and is longer than 12 months the company must hold a general meeting as its annual general meeting within the following period—
(a) in the case of a private company or a company limited by guarantee—
(i) 9 months after the first anniversary of the company’s incorporation or
(ii) 3 months after the end of that accounting reference period
whichever is the later and
(b) in the case of any other company—
(i) 6 months after the first anniversary of the company’s incorporation or
(ii) 3 months after the end of that accounting reference period
whichever is the later (Amended 35 of 2018 s 63)
(3) If a company has by a directors’ resolution under section 371 or a notice delivered to the Registrar under that section shortened an accounting reference period the company must hold a general meeting as its annual general meeting within the following period—
(a) in the case of a private company or a company limited by guarantee—
(i) 9 months after the end of the shortened accounting reference period or
(ii) 3 months after the date of the directors’ resolution
whichever is the later and
(b) in the case of any other company—
(i) 6 months after the end of the shortened accounting reference period or
(ii) 3 months after the date of the directors’ resolution
whichever is the later
(4) A private company mentioned in subsections (1) (2) and (3) does not include a private company that is at any time during the financial year a subsidiary of a public company
(5) If for any reason the Court thinks fit to do so it may on an application made before the end of the period otherwise allowed for holding an annual general meeting in respect of a financial year of a company by order extend that period by a further period specified in the order
(6) If the period otherwise allowed for holding an annual general meeting in respect of a financial year of a company has been extended under subsection (5) the company must hold a general meeting as its annual general meeting within the period as so extended
(7) If a company contravenes subsection (1) (2) (3) or (6) the Court may on application by any member of the company—
(a) call or direct the calling of a general meeting of the company and
(b) give any ancillary or consequential directions that the Court thinks expedient including—
(i) a direction modifying or supplementing in relation to the calling holding and conducting of the meeting the operation of the company’s articles and
(ii) a direction that one member of the company present in person or by proxy is to be regarded as constituting a meeting
(8) Subject to any directions of the Court a general meeting held under subsection (7) is to be regarded as an annual general meeting of the company in respect of the financial year in respect of which the company has failed to hold an annual general meeting in accordance with this section
(9) If a company contravenes subsection (1) (2) (3) or (6) or contravenes a direction given under subsection (7) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
611 活动公司豁免举行周年成员会规定
(1) 公司属第5(1)条指活动公司第610条适该公司
(2) 述公司进行会计交易该会计交易日期起第(1)款具效力
611 Exemption of dormant company from requirement to hold annual general meeting
(1) Section 610 does not apply to a company that is a dormant company under section 5(1)
(2) If such a company enters into an accounting transaction subsection (1) ceases to have effect on and after the date of the accounting transaction
612 公司须举行周年成员会情况
(1) 情况公司须第610条举行周年成员会 ——
(a) 须拟该成员会(藉决议方式)作出事情均藉书面决议作出
(b) 款规定须根条例该成员会提交该公司省览交出份文件文均已该书面决议传阅日期日前名成员提供
(2) 公司情况须第610条举行周年成员会 ——
(a) 该公司名成员
(b) 说明均获符合 ——
(i) 该公司已藉第613(1)条通决议免举行该周年成员会
(ii) 该公司未根第614(1)条撤销该决议该公司然已根该条撤销该决议根第614(2)(b)条须举行周年成员会
(iii) 该公司没成员根第613(5)条求举行该周年成员会
612 Circumstances in which company not required to hold annual general meeting
(1) A company is not required to hold an annual general meeting in accordance with section 610 if—
(a) everything that is required or intended to be done at the meeting (by resolution or otherwise) is done by a written resolution and
(b) a copy of each document that under this Ordinance would otherwise be required to be laid before the company at the meeting or otherwise produced at the meeting is provided to each member on or before the circulation date of the written resolution
(2) A company is also not required to hold an annual general meeting in accordance with section 610 if—
(a) the company has only one member or
(b) all of the following are satisfied—
(i) the company has by resolution passed in accordance with section 613(1) dispensed with the holding of the annual general meeting
(ii) the company has not revoked the resolution under section 614(1) or the company has revoked the resolution under that section but is not required to hold an annual general meeting under section 614(2)(b)
(iii) no member of the company has required the holding of the annual general meeting under section 613(5)
613 免举行周年成员会
(1) 公司藉第(3)款通决议免第610条举行周年成员会
(2) 第(1)款述决议藉项书面决议通某成员会通
(3) 条例条文规定第(1)款述决议须获关公司符合说明成员通方视通 ——
(a) 该决议日期权该决议表决
(b) (属书面决议)该决议传阅日期权该决议表决
(4) 第(1)款指决议 ——
(a) (第610条指明某财政年度举行关公司周年成员会限期已届满)该财政年度具效力
(b) 影响没举行周年成员会已招致法律责
(5) 周年成员会非条规定须某限期某财政年度举行该成员会未举行关公司成员求该财政年度举行周年成员会该求须该限期结束前3月前藉该公司发出通知提出
(6) 第(5)款述通知须采印形式电子形式发出
(7) 第(5)款述通知发出第610条该通知关财政年度适
613 Dispensation with annual general meeting
(1) A company may by resolution passed in accordance with subsection (3) dispense with the holding of annual general meetings in accordance with section 610
(2) A resolution mentioned in subsection (1) may be passed by a written resolution or at a general meeting
(3) Despite any other provision of this Ordinance a resolution mentioned in subsection (1) is only to be regarded as passed if it has been passed by all members of the company who—
(a) are entitled to vote on the resolution on the date of the resolution or
(b) in the case of a written resolution are entitled to vote on the resolution on the circulation date of the resolution
(4) A resolution under subsection (1)—
(a) is not to have effect for the financial year in respect of which the period specified in section 610 for holding an annual general meeting of the company has expired and
(b) does not affect any liability already incurred by reason of default in holding an annual general meeting
(5) If an annual general meeting would be required to be held in respect of a financial year but for this section and the meeting has not been held any member of the company may by notice to the company not later than 3 months before the end of the period within which the company would be required to hold an annual general meeting in respect of that financial year but for this section require the holding of an annual general meeting in respect of that financial year
(6) A notice mentioned in subsection (5) must be given in hard copy form or in electronic form
(7) If a notice mentioned in subsection (5) is given section 610 applies in respect of the financial year to which the notice relates
614 撤销免周年成员会决议
(1) 公司藉通表明撤销项第613(1)条述决议普通决议撤销该项决议
(2) 第613(1)条述决议遭撤销原具效力关公司 ——
(a) 须第610条举行周年成员会
(b) 须某财政年度举行周年成员会(指非段须该决议具效力3月举行者)
(3) 关公司责根第613(5)条发出通知某财政年度举行周年成员会第(2)款影响该责
614 Revocation of resolution dispensing with annual general meeting
(1) A company may revoke a resolution mentioned in section 613(1) by passing an ordinary resolution to that effect
(2) If a resolution mentioned in section 613(1) is revoked or otherwise ceases to have effect the company—
(a) is required to hold an annual general meeting in accordance with section 610 but
(b) is not required to hold an annual general meeting in respect of a financial year that but for this paragraph would be required to be held within 3 months after the resolution ceases to have effect
(3) Subsection (2) does not affect any obligation of the company to hold an annual general meeting in respect of a financial year in accordance with a notice given under section 613(5)
615 成员权力求传阅周年成员会决议
(1) 公司根第610条须举行周年成员会该公司成员求该公司权收该周年成员会通知公司成员发出关该成员会恰动议拟该成员会动议决议通知
(2) 公司收成员求求发出某决议通知须发出该通知 ——
(a) 占全体权该求关周年成员会该决议表决成员总表决权少25公司成员
(b) 少50名权该求关周年成员会该决议表决成员
(3) 求 ——
(a) 采印形式电子形式送交关公司
(b) 须指出发出通知关决议
(c) 须提出该求认证
(d) 须时间送抵该公司 ——
(i) 该求关周年成员会举行前6星期前
(ii) (述时间送抵该公司话)该成员会通知发出时
615 Members’ power to request circulation of resolution for annual general meeting
(1) If a company is required to hold an annual general meeting under section 610 the members of the company may request the company to give to members of the company entitled to receive notice of the annual general meeting notice of a resolution that may properly be moved and is intended to be moved at that meeting
(2) A company must give notice of a resolution if it has received requests that it do so from—
(a) the members of the company representing at least 25 of the total voting rights of all the members who have a right to vote on the resolution at the annual general meeting to which the requests relate or
(b) at least 50 members who have a right to vote on the resolution at the annual general meeting to which the requests relate
(3) A request—
(a) may be sent to the company in hard copy form or in electronic form
(b) must identify the resolution of which notice is to be given
(c) must be authenticated by the person or persons making it and
(d) must be received by the company not later than—
(i) 6 weeks before the annual general meeting to which the requests relate or
(ii) if later the time at which notice is given of that meeting
616 公司责传阅周年成员会决议
(1) 根第615条须某决议发出通知公司须 ——
(a) 发出关周年成员会通知样方式
(b) 发出该成员会通知时发出该成员会通知合理切实行范围快
费该决议通知文送交名权收该成员会通知公司成员
(2) 某周年成员会处理事务包括已第(1)款发出通知关决议
(3) 第(2)款言意外遗漏名名成员发出通知该通知须视已第(1)款发出
(4) 公司违反第(1)款该公司名责均属犯罪处第5级罚款
616 Company’s duty to circulate resolution for annual general meeting
(1) A company that is required under section 615 to give notice of a resolution must send a copy of it at the company’s own expense to each member of the company entitled to receive notice of the annual general meeting—
(a) in the same manner as the notice of the meeting and
(b) at the same time as or as soon as reasonably practicable after it gives notice of the meeting
(2) The business that may be dealt with at an annual general meeting includes a resolution of which notice is given in accordance with subsection (1)
(3) For the purposes of subsection (2) notice is to be regarded as having been given in accordance with subsection (1) despite the accidental omission to give notice to one or more members
(4) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5
第11次分部 —— 决议会议纪录
Subdivision 11—Records of Resolutions and Meetings
617 公司名成员时书面纪录
(1) 某公司名成员该成员作出符合说明决定 ——
(a) 该公司成员会作出
(b) 犹已获该公司成员会意情况具效力
条适
(2) 非关决定书面决议方式作出否关成员须作出该决定7日该公司提供该决定书面纪录
(3) 违反第(2)款属犯罪处第3级罚款
(4) 第(2)款遭违反影响该款述决定效性
617 Written record where company has only one member
(1) This section applies if a company has only one member and that member takes any decision that—
(a) may be taken by the company at a general meeting and
(b) has effect as if agreed by the company at a general meeting
(2) The member must unless the decision is taken by way of a written resolution provide the company with a written record of that decision within 7 days after the decision is made
(3) A person who contravenes subsection (2) commits an offence and is liable to a fine at level 3
(4) A contravention of subsection (2) does not affect the validity of any decision mentioned in that subsection
618 决议会议等纪录
(1) 公司须备存包含项纪录 ——
(a) 非成员会通成员决议文
(b) 成员会议事程序纪录
(c) 第617(2)条前身条例第116BC(1)条该公司提供书面纪录
(2) 公司须备存第(1)款指文议事程序纪录书面纪录少10年该期间关决议会议决定(视属情况定)日期起计
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
618 Records of resolutions and meetings etc
(1) A company must keep records comprising—
(a) copies of all resolutions of members passed otherwise than at general meetings
(b) minutes of all proceedings of general meetings and
(c) all written records provided to the company in accordance with section 116BC(1) of the predecessor Ordinance or section 617(2)
(2) A company must keep the copy minutes or written record under subsection (1) for at least 10 years from the date of the resolution meeting or decision as the case may be
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
619 须处备存纪录
(1) 公司须指明纪录备存 —— (2018年第35号第64条修订)
(a) 该公司注册办事处
(b) 某订明方
(2) 公司须指明纪录备存方通知处长该通知须符合指明格式须该指明纪录首次该方备存15日交付处长登记 (2018年第35号第64条修订)
(3) 指明纪录备存方更改(公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记 (2018年第35号第64条修订)
(4) 第(2)款规定公司情况指明纪录备存方通知处长 ——
(a) 条生效日期#日开始存指明纪录言——该指明纪录时刻备存该公司注册办事处
(b) 指明纪录属第618(1)条述决议文议事纪录书面纪录该生效日期#前开始存该指明纪录言 ——
(i) 紧接该生效日期#前该公司前身条例第119A条施行备存
(ii) 该生效日期#日第618条施行备存紧接该生效日期#前备存该指明纪录方 (2018年第35号第64条代)
(5) 公司违反第(1)(2)(3)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(6) 条中 ——
指明纪录 (specified record)指 ——
(a) 第481(1)条记录纪录：2018年公司(修订)(第2号)条例(2018年第35号)第64条生效日期*日举行董事会议议事程序纪录
(b) 第483(1)条记录决议：2018年公司(修订)(第2号)条例(2018年第35号)第64条生效日期*日董事举行会议情况通决议
(c) 第483(1)条述书面纪录：私公司唯董事2018年公司(修订)(第2号)条例(2018年第35号)第64条生效日期*日作出决定书面纪录
(d) 第618(1)条述决议文议事纪录书面纪录 (2018年第35号第64条增补)
订明 (prescribed)指根第657条订立规例订明
_____________________
编辑附注：
# 生效日期：2014年3月3日
* 生效日期：2019年2月1日
619 Place where records must be kept
(1) A company must keep a specified record at— (Amended 35 of 2018 s 64)
(a) the company’s registered office or
(b) a prescribed place
(2) A company must notify the Registrar of the place at which a specified record is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the specified record is first kept at that place (Amended 35 of 2018 s 64)
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which a specified record is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change (Amended 35 of 2018 s 64)
(4) Subsection (2) does not require a company to notify the Registrar of the place at which a specified record is kept if—
(a) for a specified record that came into existence on or after the commencement date# of this section—it has at all times been kept at the company’s registered office or
(b) for a specified record that is a copy of a resolution minutes or written record mentioned in section 618(1) which came into existence before that commencement date#—
(i) immediately before that commencement date# the company kept the specified record for the purposes of section 119A of the predecessor Ordinance and
(ii) on and after that commencement date# the specified record is kept for the purposes of section 618 at the place at which it was kept immediately before that commencement date# (Replaced 35 of 2018 s 64)
(5) If a company contravenes subsection (1) (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(6) In this section—
prescribed (订明) means prescribed by regulations made under section 657 (Amended 35 of 2018 s 64)
specified record (指明纪录) means—
(a) the minutes recorded in accordance with section 481(1) of proceedings at a meeting of directors held on or after the commencement date* of section 64 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018)
(b) the resolutions passed by directors without a meeting on or after the commencement date* of section 64 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) and recorded in accordance with section 481(1)
(c) the written record mentioned in section 483(1) of a decision taken by the sole director of a private company on or after the commencement date* of section 64 of the Companies (Amendment) (No 2) Ordinance 2018 (35 of 2018) or
(d) the copy of a resolution minutes or written record mentioned in section 618(1) (Added 35 of 2018 s 64)
_____________________
Editorial Note
# Commencement date 3 March 2014
* Commencement date 1 February 2019
620 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司根第618条备存纪录
(2) 关公司成员提出求缴付订明费权根第657条订立规例获提供述纪录文
(3) 条中 ——
订明 (prescribed)指根第657条订立规例订明
620 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect in accordance with regulations made under section 657 the records kept by the company under section 618
(2) A member of the company is entitled on request and on payment of a prescribed fee to be provided with a copy of any of those records in accordance with regulations made under section 657
(3) In this section—
prescribed (订明) means prescribed by regulations made under section 657
621 纪录作决议等证
(1) 非成员会通成员决议纪录根第618(1)(a)条备存该纪录关公司董事公司秘书签署 ——
(a) 该纪录该决议获通证
(b) 相反证明成立前条例中关该等议事程序规定须视已获遵守
(2) 根第618(1)(b)条备存成员会议事程序纪录该成员会席签署次成员会席签署该纪录该等议事程序证 (2018年第35号第65条修订)
(3) 公司某成员会议事程序根第(2)款藉纪录证明相反证明成立前 —— (2018年第35号第65条修订)
(a) 该成员会须视已妥举行召开
(b) 该成员会切议事程序均须视已妥进行
(c) 该成员会作出委均须视效
(4) 公司名成员该成员第617(2)条该公司提供份关某决定书面纪录该纪录该成员已作出该决定充分证
621 Records as evidence of resolutions etc
(1) If the record of a resolution of members passed otherwise than at a general meeting is kept under section 618(1)(a) and purports to be signed by a director of the company or company secretary of the company then—
(a) the record is evidence of the passing of the resolution and
(b) until the contrary is proved the requirements of this Ordinance with respect to those proceedings are to be regarded as having been complied with
(2) The minutes of proceedings of a general meeting kept under section 618(1)(b) if purporting to be signed by the chairperson of that meeting or by the chairperson of the next general meeting are evidence of the proceedings (Amended 35 of 2018 s 65)
(3) If the proceedings of a general meeting of a company are evidenced by minutes under subsection (2) then until the contrary is proved— (Amended 35 of 2018 s 65)
(a) the meeting is to be regarded as having been duly held and convened
(b) all proceedings at the meeting are to be regarded as having duly taken place and
(c) all appointments made at the meeting are to be regarded as valid
(4) If a company has only one member and that member provides the company with a written record of a decision in accordance with section 617(2) the record is sufficient evidence of the decision having been taken by the member
622 某决议等注册关某决议等规定
(1) 条适 ——
(a) 特决议根第107770条通更改公司名称特决议外
(b) 符合说明决议：该决议已获公司全体成员意该决议非获意非特决议方式通否身目言属效
(c) 符合说明决议协议：该决议协议已获某类全体成员意该决议协议非获意非获特定半数成员通某种特定方式通否身目言属效
(d) 然未获属某类成员意实际约束该等成员决议协议
(e) 第359(1)(b)(iii)条目予意构成协议
(f) 第360(1)(a)(2)(a)条目通决议 (2018年第35号第66条修订)
(g) 根第613条获通决议
(h) 根公司(清盘杂项条文)条例(第32章)第228(1)(a)条通项规定某公司须发清盘决议
(i) 更改公司章程细中事宜条文(指该等章程细明文批准藉普通决议更改者)决议
(j) 原讼法庭更改某公司章程细命令根第96条该命令文须交付予处长
(k) 原讼法庭更改(a)(b)(c)(d)(e)(f)(g)(h)(i)段提述决议协议命令
(2) 关公司须第(1)(k)款指命令作出15日关决议通15日关协议订立15日该命令决议协议文交付处长登记
(3) 关公司须确保时效决议协议原讼法庭命令文收录附录(视属情况定) ——
(a) 份该决议通发出章程细
(b) 份该协议订立该原讼法庭命令作出发出章程细
(4) 原公司章程细未根条例旧公司条例注册第(3)款适该公司
(5) 关公司原公司章程细未根条例旧公司条例注册该公司须应成员求免费该成员送交时效决议协议原讼法庭命令文
(6) 关决议协议非书面作出第(2)(3)(5)款中提述该决议协议文处须解释列出该决议协议条款书面备忘录
(7) 公司违反第(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(8) 公司违反第(3)(5)款该公司名责均属犯罪处第3级罚款
(9) 第(7)(8)款言公司清盘时清盘须视该公司高级员
622 Registration of and requirements relating to certain resolutions etc
(1) This section applies to—
(a) a special resolution other than a special resolution to change the name of a company passed under section 107 or 770
(b) a resolution agreed to by all the members of a company that if not so agreed to would not have been effective for its purpose unless passed as a special resolution
(c) a resolution or agreement agreed to by all the members of a class that if not so agreed to would not have been effective for its purpose unless passed by some particular majority or otherwise in some particular manner
(d) a resolution or agreement that effectively binds all the members of a class though not agreed to by all those members
(e) an agreement made for the purposes of section 359(1)(b)(iii)
(f) a resolution passed for the purposes of section 360(1)(a) and (2)(a) (Amended 35 of 2018 s 66)
(g) a resolution passed under section 613
(h) a resolution requiring a company to be wound up voluntarily passed under section 228(1)(a) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(i) a resolution varying any matter or provision in the articles of a company that is expressly authorized by the articles to be varied by ordinary resolution
(j) an order of the Court (which alters a company’s articles) a copy of which is required to be delivered to the Registrar under section 96 and
(k) an order of the Court which alters a resolution or an agreement referred to in paragraph (a) (b) (c) (d) (e) (f) (g) (h) or (i)
(2) The company must deliver a copy of the order under subsection (1)(k) resolution or agreement to the Registrar for registration within 15 days after it is made or passed
(3) The company must ensure that a copy of the resolution agreement or order of the Court that is for the time being in force is included in or annexed to every copy of the articles issued as the case may be—
(a) after the passing of the resolution or
(b) after the making of the agreement or the order of the Court
(4) Subsection (3) does not apply to an existing company whose articles have not been registered under this Ordinance or any former Companies Ordinance
(5) If the company is an existing company whose articles have not been registered under this Ordinance or any former Companies Ordinance the company must send a copy of the resolution agreement or order of the Court that is for the time being in force to any member at that member’s request without charge
(6) If the resolution or agreement is not in writing a reference to a copy of the resolution or agreement in subsections (2) (3) and (5) is to be construed as a written memorandum setting out the terms of the resolution or agreement
(7) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(8) If a company contravenes subsection (3) or (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(9) For the purposes of subsections (7) and (8) a liquidator or provisional liquidator of the company is to be regarded as an officer of the company
第12次分部 —— 某类成员会议适范围
Subdivision 12—Application to Class Meetings
623 股公司某类股份股份持会议适范围
(1) 第(2)(3)款规定外分部(第10次分部外)必需变通某类公司股份股份持会议适分部成员会适
(2) 第566567568570575条某类公司股份股份持会议适
(3) 第(2)款述条文外第585591条关更改某类股份附带权利会议(更改某类股份权利会议)适
(4) 更改某类股份权利会议法定数 ——
(a) (非属延期会议)2名合持少三分关类股份股份持总表决权亲身出席委派代表出席会议
(b) (属延期会议)名持属该类股份亲身出席委派代表出席会议
(5) 第(4)款言委派代表出席该代表获授权某股份行表决权该须视持该等股份
(6) 更改某类股份权利会议中亲身出席委派代表出席属该类股份股份持求投票方式表决
(7) 条言 ——
(a) 修订公司章程细条文更改某类股份附带权利该等条文加插章程细均须视更改该等权利
(b) 提述更改某类股份附带权利包括废止该等权利
623 Application to class meetings of companies with share capital
(1) Subject to subsections (2) and (3) this Division (except Subdivision 10) applies with necessary modifications in relation to a meeting of holders of shares in a class of a company’s shares as it applies in relation to a general meeting
(2) Sections 566 567 568 570 and 575 do not apply in relation to a meeting of holders of shares in a class of a company’s shares
(3) In addition to those sections mentioned in subsection (2) sections 585 and 591 do not apply in relation to a meeting in connection with the variation of the rights attached to shares in a class (variation of class rights meeting)
(4) The quorum for a variation of class rights meeting is—
(a) in the case of a meeting other than an adjourned meeting 2 persons present in person or by proxy together holding at least onethird of the total voting rights of holders of shares in the class and
(b) in the case of an adjourned meeting one person present in person or by proxy holding any shares in the class
(5) For the purposes of subsection (4) if a person is present by proxy that person is to be regarded as holding only the shares in respect of which the proxy is authorized to exercise voting rights
(6) At a variation of class rights meeting any holder of shares in the class who is present in person or by proxy may demand a poll
(7) For the purposes of this section—
(a) any amendment of a provision in a company’s articles for the variation of the rights attached to shares in a class or the insertion of such a provision into the articles is itself to be regarded as a variation of those rights and
(b) a reference to the variation of the rights attached to shares in a class includes the abrogation of those rights
624 股公司某类成员会议适范围
(1) 第(2)(3)款规定外分部(第10次分部外)必需变通公司某类成员会议适分部成员会适
(2) 第566567568570575条某类成员会议适
(3) 第(2)款述条文外第585591条关更改某类成员权利会议(更改某类成员权利会议)适
(4) 更改某类成员权利会议法定数 ——
(a) (非属延期会议)2名合占少三分关类成员总表决权成员亲身出席委派代表出席会议
(b) (属延期会议)名属该类成员亲身出席委派代表出席会议
(5) 更改某类成员权利会议中亲身出席委派代表出席成员求投票方式表决
(6) 条言 ——
(a) 修订公司章程细条文更改某类成员权利该等条文加插章程细均须视作更改该等权利
(b) 提述更改某类成员权利包括废止该等权利
624 Application to class meetings of companies without share capital
(1) Subject to subsections (2) and (3) this Division (except Subdivision 10) applies with necessary modifications in relation to a meeting of a class of members of a company without a share capital as it applies in relation to a general meeting
(2) Sections 566 567 568 570 and 575 do not apply in relation to a meeting of a class of members
(3) In addition to those sections mentioned in subsection (2) sections 585 and 591 do not apply in relation to a meeting in connection with the variation of the rights of a class of members (variation of class rights meeting)
(4) The quorum for a variation of class rights meeting is—
(a) in the case of a meeting other than an adjourned meeting 2 members of the class present in person or by proxy together representing at least onethird of the total voting rights of members of the class and
(b) in the case of an adjourned meeting one member of the class present (in person or by proxy)
(5) At a variation of class rights meeting any member present in person or by proxy may demand a poll
(6) For the purposes of this section—
(a) any amendment of a provision in a company’s articles for the variation of the rights of a class of members or the insertion of such a provision into the articles is itself to be regarded as a variation of those rights and
(b) a reference to the variation of the rights of a class of members includes the abrogation of those rights
第2分部 —— 登记册(重控制登记册外)
(2018年第3号第3条修订)
Division 2—Registers (other than Register of Significant Controllers)
(Amended 3 of 2018 s 3)
第1次分部 —— 导言
Subdivision 1—Preliminary
625 释义
部中 ——
订明 (prescribed)指根第657条订立规例订明
625 Interpretation
In this Division—
prescribed (订明) means prescribed by regulations made under section 657
第2次分部 —— 成员登记册
Subdivision 2—Register of Members
626 释义
次分部中 ——
登记支册 (branch register)第640条外指根第636条备存成员登记支册
626 Interpretation
In this Subdivision—
branch register (登记支册) means except in section 640 a branch register of members kept under section 636
627 成员登记册
(1) 公司须备存份采中文英文成员登记册
(2) 公司须详情记入成员登记册 ——
(a) 成员姓名名称址
(b) 记入该登记册成成员日期
(c) 成员日期
(3) 股公司须述明事宜陈述连关成员姓名名称址记入成员登记册 ——
(a) 名成员持股份该等股份号码须号码股份加识
(b) 已名成员股份缴付款额获意视已名成员股份缴付款额
(4) 公司须收关第(2)(3)款规定详情通知2月关详情记入成员登记册
(5) 第(2)(c)款述某日期成员登记册该日期关该记项该日期起计10年限期结束予销毁
(6) 公司须保留紧接第(5)款生效日期#前列入成员登记册细节文直关成员成员10年止
(7) 公司违反第(1)(4)(6)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
627 Register of members
(1) A company must keep in the English or Chinese language a register of members
(2) A company must enter in the register of members—
(a) the names and addresses of its members
(b) the date on which each person is entered in the register as a member and
(c) the date on which any person ceases to be a member
(3) In the case of a company having a share capital the company must enter in the register of members with the names and addresses of the members a statement of—
(a) the shares held by each member distinguishing each share by its number so long as the share has a number and
(b) the amount paid or agreed to be considered as paid on the shares of each member
(4) A company must enter in the register of members the particulars required under subsections (2) and (3) within 2 months after the company has received notice of the particulars concerned
(5) In the case of a person mentioned in subsection (2)(c) all entries in the register relating to that person on the date on which the person ceased to be a member may be destroyed after the end of a period of 10 years from that date
(6) A company must retain a copy of any details that were included in the register of members immediately before the commencement date# of subsection (5) until 10 years after the member concerned ceased to be a member
(7) If a company contravenes subsection (1) (4) or (6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
628 须处备存登记册
(1) 公司须成员登记册备存 ——
(a) 该公司注册办事处
(b) 某订明方
(2) 公司须成员登记册备存方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(3) 成员登记册备存方更改(公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(4) 第(2)款规定公司情况成员登记册备存方通知处长 ——
(a) 条生效日期#日开始存登记册言该登记册时刻备存该公司注册办事处
(b) ——
(i) 紧接该生效日期#前该公司前身条例第95条施行备存某登记册
(ii) 该生效日期#日该登记册第627条施行备存紧接该生效日期#前备存该登记册方作成员登记册
(5) 公司违反第(1)(2)(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
628 Place where register must be kept
(1) A company must keep its register of members at—
(a) the company’s registered office or
(b) a prescribed place
(2) A company must notify the Registrar of the place at which the register of members is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of members is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change
(4) Subsection (2) does not require a company to notify the Registrar of the place at which the register of members is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this section it has at all times been kept at the company’s registered office or
(b) if—
(i) immediately before that commencement date# the company kept a register for the purposes of section 95 of the predecessor Ordinance and
(ii) on and after that commencement date# that register is kept as a register of members for the purposes of section 627 at the place at which it was kept immediately before that commencement date#
(5) If a company contravenes subsection (1) (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
629 公司名成员陈述
(1) 某某公司成员该公司成员数减该成员事根第627(2)(c)条记入成员登记册日期15日该公司须事项记入该登记册 ——
(a) 项述明该公司名成员陈述
(b) 该公司成名成员公司日期
(2) 某公司成员数增加22新成员详情根第627(2)条记入成员登记册日期15日该公司须事项记入该登记册 ——
(a) 项述明该公司名成员陈述
(b) 该情况发生日期
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
629 Statement that company has only one member
(1) If after a person ceases to be a member of a company the number of members of the company falls to one the company must within 15 days after the date on which the cessation is entered in its register of members under section 627(2)(c) enter in the register—
(a) a statement that it has only one member and
(b) the date on which it became a company having only one member
(2) If the membership of a company increases from one to 2 or more members the company must within 15 days after the date on which the particulars of the new member are entered in its register of members under section 627(2) enter in the register—
(a) a statement that it has ceased to have only one member and
(b) the date on which that event occurred
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
630 成员索引
(1) 公司超50名成员非成员登记册采形式身已具备索引功否该公司须备存公司成员姓名名称索引
(2) 关公司须成员登记册更改日期15日关索引作出必需更改
(3) 关公司须确保关索引名成员载足够标示轻易找登记册关该成员记述
(4) 关公司须关索引时刻备存备存成员登记册方
(5) 公司违反第(1)(2)(3)(4)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
630 Index of members
(1) A company having more than 50 members must keep an index of the names of the members of the company unless its register of members is in a form that constitutes in itself an index
(2) The company must make any necessary alteration in the index within 15 days after the date on which any alteration is made in its register of members
(3) The company must ensure that the index contains in respect of each member a sufficient indication to enable the account of that member in the register to be readily found
(4) The company must keep the index at the same place as its register of members at all times
(5) If a company contravenes subsection (1) (2) (3) or (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
631 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司成员登记册成员姓名名称索引
(2) 订明方式提出求缴付订明费均权根第657条订立规例查阅述登记册索引
(3) 提出求缴付订明费均权根第657条订立规例获提供述登记册索引(部分)文
631 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect the register of members of the company and the index of members’ names in accordance with regulations made under section 657
(2) Any other person is entitled on request made in the prescribed manner and on payment of a prescribed fee to inspect the register and index in accordance with regulations made under section 657
(3) A person is entitled on request and on payment of a prescribed fee to be provided with a copy of the register or index or any part of it in accordance with regulations made under section 657
632 闭封成员登记册权力
(1) 公司第(2)款发出通知成员登记册该登记册关持类股份成员部分闭封段段期间年中闭封期合计超30日
(2) 第(1)款指通知 ——
(a) 市公司发出 ——
(i) 须适关证券市场市规发出
(ii) 须藉份香港广泛流通报章广告发出
(b) 公司发出须藉份香港广泛流通报章广告发出
(3) 年言第(1)款述30日期间藉该年通公司成员决议予延长
(4) 第(1)款述30日期间年度延长段超30日额外期间段合计超30日额外期间
(5) 寻求查阅根条闭封登记册登记册部分该提出求关公司须应关求提供该公司公司秘书签署证明书述明该登记册该登记册部分闭封期间述明谁授权闭封
(6) 公司违反第(5)款该公司名责均属犯罪处第3级罚款
632 Power to close register of members
(1) A company may on giving notice in accordance with subsection (2) close its register of members or the part of it relating to members holding shares of any class for any period or periods not exceeding in the whole 30 days in each year
(2) A notice for the purposes of subsection (1)—
(a) if the company is a listed company must be given—
(i) in accordance with the listing rules applicable to the stock market or
(ii) by advertisement in a newspaper circulating generally in Hong Kong and
(b) in the case of any other company must be given by advertisement in a newspaper circulating generally in Hong Kong
(3) The period of 30 days mentioned in subsection (1) may be extended in respect of any year by a resolution of the company’s members passed in that year
(4) The period of 30 days mentioned in subsection (1) must not be extended for a further period or periods exceeding 30 days in the whole in any year
(5) A company must on demand provide any person seeking to inspect a register or part of a register that is closed under this section with a certificate signed by the company secretary of the company stating the period for which and by whose authority it is closed
(6) If a company contravenes subsection (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
633 原讼法庭更正登记册权力
(1) ——
(a) 姓名名称充分记入某公司成员登记册某公司成员登记册略
(b) 已成员事没记入该登记册该事记入该登记册事出现必延迟
感受屈该公司成员该公司均原讼法庭申请求更正该登记册
(2) 根第(1)款提出申请原讼法庭 ——
(a) 拒绝批准该申请
(b) 符合第167条规定命令更正关登记册命令关公司感受屈方支付该方蒙受损害赔偿
(3) 符合第167条规定原讼法庭应第(1)款指申请 ——
(a) 关(该须属求该姓名名称记入登记册登记册略申请方)权问题作出判决该问题 ——
(i) 成员间指称成员间产生
(ii) 成员指称成员公司间产生
(b) 概括更正该登记册属必需予决定宜予决定问题作出判决
(4) 条例规定公司须关成员详情交付处长登记原讼法庭作出更正登记册命令时须藉命令指示该公司处长发出关该项更正通知
633 Power of Court to rectify register
(1) If—
(a) the name of any person is without sufficient cause entered in or omitted from the register of members of a company or
(b) default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member
a person aggrieved or any member of the company or the company may apply to the Court for rectification of the register
(2) If an application is made under subsection (1) the Court may—
(a) refuse the application or
(b) subject to section 167 order rectification of the register and payment by the company of any damages sustained by any party aggrieved
(3) Subject to section 167 on an application under subsection (1) the Court—
(a) may decide any question relating to the title of any person who is a party to the application to have the person’s name entered in or omitted from the register whether the question arises—
(i) between members or alleged members or
(ii) between members or alleged members on the one hand and the company on the other hand and
(b) generally may decide any question necessary or expedient to be decided for rectification of the register
(4) In the case of a company required by this Ordinance to deliver particulars relating to its members to the Registrar for registration the Court when making an order for rectification of the register must by its order direct notice of the rectification to be given to the Registrar
634 信讬记入登记册
关明订隐含法律构定信讬通知均 ——
(a) 记入关公司成员登记册
(b) 获处长接收
634 Trusts not to be entered in register
No notice of any trust (whether expressed implied or constructive) may be—
(a) entered in the register of members of a company or
(b) receivable by the Registrar
635 没相反证登记册证明
没相反证情况成员登记册属条例规定准许加入该登记册事宜证明
635 Register to be proof in the absence of contrary evidence
In the absence of evidence to the contrary the register of members is proof of any matters that are by this Ordinance required or authorized to be inserted in it
636 成员登记支册
(1) 股公司章程细批准香港外方备存该公司居成员登记支册该公司备存该登记支册
(2) 开始备存登记支册公司须行事15日符合指明格式通知交付处长登记该通知须述明备存该登记支册址
(3) 备存登记支册公司须备存该登记支册址更改15日更改该址事符合指明格式通知交付处长登记
(4) 公司违反第(2)(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
636 Branch register of members
(1) A company having a share capital may keep in a place outside Hong Kong a branch register of its members resident there if it is authorized to do so by its articles
(2) A company that begins to keep a branch register must deliver to the Registrar for registration a notice in the specified form within 15 days after doing so stating the address where the branch register is kept
(3) A company that keeps a branch register must deliver to the Registrar for registration a notice in the specified form of any change in the address where the branch register is kept within 15 days after the change
(4) If a company contravenes subsection (2) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
637 备存登记支册
(1) 登记支册备存方式须等条例规定备存关公司成员登记册(登记册)方式
(2) 某方备存登记支册公司根第632条闭封关登记册样方式闭封该登记支册该条述广告须该方广泛流通报章刊登
(3) 备存登记支册公司须 ——
(a) 安排备存该公司登记册方备存该登记支册复
(b) 该登记支册作出记项15日 ——
(i) 该记项文传转注册办事处
(ii) 更新该登记支册复
(4) 条例目言登记支册复须视登记册部分
(5) 条例条文规限公司藉章程细备存登记支册事宜订立认合适条文
(6) 公司违反第(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
637 Keeping of branch register
(1) A branch register must be kept in the same manner in which the company’s register of members (the principal register) is by this Ordinance required to be kept
(2) A company that keeps a branch register may close it in the same manner in which the principal register may be closed under section 632 except that the advertisement mentioned in that section must be inserted in a newspaper circulating generally in the place in which the branch register is kept
(3) A company that keeps a branch register—
(a) must cause a duplicate of it to be kept at the place at which the company’s principal register is kept and
(b) must within 15 days after an entry is made in the branch register—
(i) transmit a copy of the entry to its registered office and
(ii) update the duplicate of the branch register
(4) A duplicate of a branch register is to be regarded for all the purposes of this Ordinance as part of the principal register
(5) Subject to the provisions of this Ordinance a company may by its articles make any provision that it thinks fit respecting the keeping of branch registers
(6) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
638 登记支册登记股份交易
(1) 某公司登记支册登记股份须该公司成员登记册登记股份区分
(2) 关某登记支册登记股份交易该项登记持续效期间登记册登记
638 Transactions in shares registered in branch register
(1) The shares registered in a branch register of a company must be distinguished from those registered in the company’s register of members
(2) No transaction with respect to any shares registered in a branch register may during the continuance of that registration be registered in any other register
639 中止登记支册
(1) 公司中止登记支册
(2) 某公司中止登记支册该登记支册记项均须转移 ——
(a) 该公司香港外方备存登记支册
(b) 该公司成员登记册
(3) 某公司中止登记支册该公司须行事15日符合指明格式通知交付处长登记告知处长事项 ——
(a) 中止该登记支册
(b) 记项转移登记册
(4) 公司违反第(3)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
639 Discontinuance of branch register
(1) A company may discontinue a branch register
(2) If a company discontinues a branch register all the entries in that register must be transferred to—
(a) some other branch register kept in the same place outside Hong Kong by the company or
(b) the company’s register of members
(3) If a company discontinues a branch register it must within 15 days after the discontinuance deliver to the Registrar for registration a notice in the specified form informing the Registrar of—
(a) the discontinuance and
(b) the register to which all the entries have been transferred
(4) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
640 关非香港公司香港备存登记支册条文
根香港外方施行法律成立法团公司根该等法律权香港备存居香港成员登记支册财政司司长藉命令作出容指示 ——
(a) 该等登记支册须备存该命令指明某香港方
(b) 该命令指明变通适应性修改规限第631633条适该等香港备存登记支册该等登记支册适该等条文适成员登记册成员登记册适
640 Provisions as to branch registers of nonHong Kong companies kept in Hong Kong
If under the law in force in any place outside Hong Kong companies incorporated under that law have power to keep in Hong Kong branch registers of their members resident in Hong Kong the Financial Secretary may by order direct that—
(a) those branch registers must be kept at a place in Hong Kong as specified in the order
(b) sections 631 and 633 subject to any modifications and adaptations specified in the order apply to and in relation to those branch registers kept in Hong Kong as they apply to and in relation to the registers of members
第3次分部 —— 董事登记册
Subdivision 3—Register of Directors
641 董事登记册
(1) 公司须备存份采中文英文董事登记册
(2) 第56(5)(6)(a)(7)(a)条规定外公司须名属该公司董事备董事(话)需详情(第643条指明者)记入董事登记册
(3) 公司须董事登记册备存 ——
(a) 该公司注册办事处
(b) 某订明方
(4) 公司须董事登记册备存方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(5) 董事登记册备存方更改(公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(6) 第(4)款规定公司情况董事登记册备存方通知处长 ——
(a) 条生效日期#日开始存登记册言该登记册时刻备存该公司注册办事处
(b) ——
(i) 紧接该生效日期#前该公司前身条例第158条施行备存某登记册
(ii) 该生效日期#日该登记册关该公司董事备董事范围第(1)款施行备存紧接该生效日期#前备存该登记册方作董事登记册
(7) 公司违反第(1)(2)(3)(4)(5)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
641 Register of directors
(1) A company must keep in the English or Chinese language a register of directors
(2) Subject to section 56(5) (6)(a) and (7)(a) a company must enter in the register of directors the required particulars specified in section 643 of each person who is a director or reserve director (if any) of the company
(3) A company must keep the register of directors at—
(a) the company’s registered office or
(b) a prescribed place
(4) A company must notify the Registrar of the place at which the register of directors is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place
(5) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of directors is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change
(6) Subsection (4) does not require a company to notify the Registrar of the place at which the register of directors is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this section it has at all times been kept at the company’s registered office or
(b) if—
(i) immediately before that commencement date# the company kept a register for the purposes of section 158 of the predecessor Ordinance and
(ii) on and after that commencement date# that register in so far as it relates to the directors or reserve directors of the company is kept as a register of directors for the purposes of subsection (1) at the place at which it was kept immediately before that commencement date#
(7) If a company contravenes subsection (1) (2) (3) (4) or (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
642 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司董事登记册
(2) 订明方式提出求缴付订明费均权根第657条订立规例查阅关登记册
(3) 提出求缴付订明费均权根第657条订立规例获提供关登记册(部分)文
642 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect the register of directors of the company in accordance with regulations made under section 657
(2) Any other person is entitled on request made in the prescribed manner and on payment of the prescribed fee to inspect the register in accordance with regulations made under section 657
(3) A person is entitled on request and on payment of a prescribed fee to be provided with a copy of the register or any part of it in accordance with regulations made under section 657
643 须登记董事详情
(1) 公司私公司(公司属某公司集团成员市公司属该公司集团成员属例外)董事登记册须载名董事详情 ——
(a) 关董事然 ——
(i) 现时名字姓氏前名字姓氏(话)名(话)
#(ii) 通常住址通讯址
(iii) 身分证号码(该董事没身分证)持护号码签发国家
(b) 关董事法团体法名称注册办事处办事处址
(2) 公司公众公司担保限公司私公司(指属某公司集团成员私公司市公司属该公司集团成员)董事登记册须载名董事详情 ——
(a) 现时名字姓氏前名字姓氏(话)名(话)
#(b) 通常住址通讯址
(c) 身分证号码(该董事没身分证)持护号码签发国家
(3) 公司名成员私公司该成员该公司唯董事董事登记册须载该公司备董事(话)详情 ——
(a) 现时名字姓氏前名字姓氏(话)名(话)
#(b) 通常住址通讯址
(c) 身分证号码(该董事没身分证)持护号码签发国家
(4) 条中 ——
名字 (forename)包括教名取名
住址 (residential address) ——
(a) 包括酒店址该址关称条言永久性址属例外
(b) 包括邮政信箱号码
姓氏 (surname)通常姓氏称衔认识言指该称衔
#(5) 第(1)(a)(ii)(2)(b)(3)(b)款言通讯址邮政信箱号码
(6) 条中提述前名字姓氏 ——
(a) 言包括 ——
(i) 该年满18岁前已更改弃名字姓氏
(ii) 已更改弃少20年名字姓氏
(b) 通常姓氏称衔认识言包括该采继承该称衔前认识姓名
(c) 已婚女士言包括婚前认识名字姓氏
(7) 财政司司长藉宪报刊登公告修订第(1)(2)(3)(4)(5)(6)款
_____________________
编辑附注：
# 第643(1)(a)(ii)(2)(b)(3)(b)条(该条通讯址关范围)第643(5)条尚未实施
643 Particulars of directors to be registered
(1) If a company is a private company (other than one that is a member of a group of companies of which a listed company is a member) its register of directors must contain the following particulars with respect to each director—
(a) if the director is a natural person—
(i) the present forename and surname former forename or surname (if any) and aliases (if any)
#(ii) the usual residential address and a correspondence address and
(iii) the number of the identity card or if the director does not have an identity card the number and issuing country of any passport held by the director and
(b) if the director is a body corporate the corporate name and the address of its registered or principal office
(2) If a company is a public company a company limited by guarantee or a private company that is a member of a group of companies of which a listed company is a member its register of directors must contain the following particulars with respect to each director—
(a) the present forename and surname former forename or surname (if any) and aliases (if any)
#(b) the usual residential address and a correspondence address and
(c) the number of the identity card or if the director does not have an identity card the number and issuing country of any passport held by the director
(3) If a company is a private company having only one member and that member is the sole director of the company its register of directors must contain the following particulars with respect to the reserve director of the company (if any)—
(a) the present forename and surname former forename or surname (if any) and aliases (if any)
#(b) the usual residential address and a correspondence address and
(c) the number of the identity card or if the director does not have an identity card the number and issuing country of any passport held by the director
(4) In this section—
forename (名字) includes a Christian or given name
residential address (住址)—
(a) does not include an address at a hotel unless the person to whom it relates is stated for the purposes of this section to have no other permanent address and
(b) does not include a post office box number
surname (姓氏) for a person usually known by a title different from the person’s surname means that title
#(5) For the purposes of subsections (1)(a)(ii) (2)(b) and (3)(b) a correspondence address must not be a post office box number
(6) In this section a reference to a former forename or surname does not include—
(a) in relation to a person—
(i) a forename or surname that was changed or ceased to be used before the person attained the age of 18 years and
(ii) a forename or surname that has been changed or ceased to be used for a period of at least 20 years
(b) in relation to a person usually known by a title different from the person’s surname the name by which the person was known before the adoption of or succession to the title and
(c) in relation to a married woman a name or surname by which she was known before her marriage
(7) The Financial Secretary may by notice published in the Gazette amend subsection (1) (2) (3) (4) (5) or (6)
_____________________
Editorial Note
# Section 643(1)(a)(ii) (2)(b) and (3)(b) in so far as it relates to a correspondence address and section 643(5) are not yet in operation
644 保障某详情免受查阅
(尚未实施)
(1) 第642(1)(2)(3)条规定公司保留载董事登记册详情查阅该登记册求获提供该登记册部分文提供该等详情 ——
(a) 作某董事备董事通常住址载该登记册址
(b) 某董事身分证护号码某备董事身分证护号码
(2) 公司订明方式订明范围行第(1)款指权力
644 Protection of certain particulars from inspection
(Not yet in operation)
(1) Despite section 642(1) (2) and (3) a company may withhold the following particulars contained in its register of directors from a person who inspects the register or requests for a copy of it or any part of it—
(a) an address contained in the register as the usual residential address of a director or reserve director and
(b) the number of the identity card or passport of a director or reserve director
(2) A company may only exercise the power under subsection (1) in the prescribed manner and to the prescribed extent
645 董事委更改通知处长责
(1) 某获委公司董事(根第453(3)(4)条第454(2)(3)条委者外)该公司须该项委作出15日符合指明格式通知交付处长登记该通知须载 ——
(a) 该公司董事登记册指明该董事详情
(b) 份陈述书述明该已接受该项委
(c) (该属然)份陈述书述明该已年满18岁
(2) 关公司须提名备董事15日符合指明格式通知交付处长登记该通知须载关该须载该公司董事登记册详情
(3) 某获提名私公司备董事该公司须该项提名作出15日符合指明格式陈述书交付处长登记该陈述书须述明该已接受该项提名该已年满18岁
(4) 某停止担公司董事备董事公司董事登记册载详情更改该公司须该停关详情更改15日符合指明格式通知交付处长登记该通知须载 ——
(a) 该停关详情更改详情该事件发生日期
(b) 该格式指明事项
#(5) 第56(7)(b)条容许关公司第(4)款指通知述明某董事通讯址已改该条第(i)(ii)节指明址外址第(4)款该更改适
(6) 公司违反第(1)(2)(3)(4)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 第645(5)条尚未实施
645 Duty to notify Registrar of appointment and change
(1) If a person is appointed as director of a company otherwise than under section 453(3) or (4) or section 454(2) or (3) the company must within 15 days after the appointment deliver to the Registrar for registration a notice in the specified form containing—
(a) the director’s particulars specified in its register of directors
(b) a statement that the person has accepted the appointment and
(c) if the person is a natural person a statement that he or she has attained the age of 18 years
(2) The company must within 15 days after the nomination of a person as a reserve director of the company deliver to the Registrar for registration a notice in the specified form containing all the particulars with respect to that person that are required to be contained in its register of directors
(3) If a person is nominated as a reserve director of a private company the company must within 15 days after the nomination deliver to the Registrar for registration a statement in the specified form that the person has accepted the nomination and has attained the age of 18 years
(4) If a person ceases to be a director or reserve director of a company or there is any change in the particulars contained in the register of directors of a company the company must within 15 days after the cessation or change deliver to the Registrar for registration a notice in the specified form containing—
(a) the particulars of cessation or change and the date on which it occurred and
(b) other matters that are specified in the form
#(5) If the company is not allowed under section 56(7)(b) to state in a notice under subsection (4) that a director’s correspondence address is changed to an address other than the address specified in subparagraph (i) or (ii) of that section subsection (4) does not apply in relation to that change
(6) If a company contravenes subsection (1) (2) (3) or (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Section 645(5) is not yet in operation
646 董事披露责
(1) 公司董事须关该董事第643645条言属需事宜该公司发出通知
(2) 公司备董事须关该备董事第643645条言属需事宜该公司发出通知
(3) 违反第(1)(2)款属犯罪处第4级罚款
646 Duty of director to make disclosure
(1) A director of a company must give notice to the company of matters relating to the director that are required for the purposes of sections 643 and 645
(2) A reserve director of a company must give notice to the company of matters relating to the reserve director that are required for the purposes of sections 643 and 645
(3) A person who contravenes subsection (1) or (2) commits an offence and is liable to a fine at level 4
647 处长须备存董事索引
(1) 处长须备存关名属公司董事私公司备董事索引
(2) 述索引载详情须包含名董事备董事详情 ——
(a) 关董事备董事姓名名称址
(b) 该董事备董事送交处长新详情
(c) 辨出该董事备董事担董事备董事间公司名称
(3) 根条备存索引须开放予缴付订明费查阅
#(4) 第(3)款规定载关索引详情根该款开放予查阅 ——
(a) 关董事备董事通常住址
(b) 该董事身分证护完整号码该备董事身分证护完整号码
#(5) 关董事备董事通讯址通常住址相第(4)款影响该董事备董事通讯址包含关索引该款影响根第(3)款查阅该通讯址
_____________________
编辑附注：
# 第647(4)(5)条尚未实施
647 Registrar to keep an index of directors
(1) The Registrar must keep an index of every person who is a director of a company or a reserve director of a private company
(2) The particulars contained in the index must in respect of each director or reserve director include—
(a) the name and address of the director or reserve director
(b) the latest particulars sent to the Registrar in respect of the director or reserve director and
(c) the name of each company of which the director or reserve director can be identified as a director or reserve director
(3) The index kept under this section must be open for inspection by any person on payment of a prescribed fee
#(4) Despite subsection (3) the following particulars contained in the index must not be open for inspection under that subsection—
(a) the usual residential address of the director or reserve director and
(b) the full number of the identity card or passport of the director or reserve director
#(5) Subsection (4) does not affect the inclusion in the index of a correspondence address of the director or reserve director nor does it affect the inspection of the correspondence address under subsection (3) even if the correspondence address is the same as the usual residential address of the director or reserve director
_____________________
Editorial Note
# Section 647(4) and (5) is not yet in operation
第4次分部 —— 公司秘书登记册
Subdivision 4—Register of Company Secretaries
648 公司秘书登记册
(1) 公司须备存份采中文英文公司秘书登记册
(2) 公司须担该公司公司秘书联名公司秘书需详情(第650条指明者)记入公司秘书登记册
(3) 公司须公司秘书登记册备存 ——
(a) 该公司注册办事处
(b) 某订明方
(4) 公司须公司秘书登记册备存方通知处长该通知须符合指明格式须该登记册首次该方备存15日交付处长登记
(5) 公司秘书登记册备存方更改(公司注册办事处址更改外)公司须更改通知处长该通知须符合指明格式须该更改15日交付处长登记
(6) 第(4)款规定公司情况公司秘书登记册备存方通知处长 ——
(a) 条生效日期#日开始存登记册言该登记册时刻备存该公司注册办事处
(b) ——
(i) 紧接该生效日期#前该公司前身条例第158条施行备存某登记册
(ii) 该生效日期#日该登记册关该公司公司秘书联名公司秘书范围第(1)款施行备存紧接该生效日期#前备存该登记册方作公司秘书登记册
(7) 公司违反第(1)(2)(3)(4)(5)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
_____________________
编辑附注：
# 生效日期：2014年3月3日
648 Register of company secretaries
(1) A company must keep in the English or Chinese language a register of company secretaries
(2) A company must enter in the register of company secretaries the required particulars specified in section 650 of a person who is or persons who are the company secretary or joint company secretaries of the company
(3) A company must keep the register of company secretaries at—
(a) the company’s registered office or
(b) a prescribed place
(4) A company must notify the Registrar of the place at which the register of company secretaries is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place
(5) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of company secretaries is kept The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change
(6) Subsection (4) does not require a company to notify the Registrar of the place at which the register of company secretaries is kept—
(a) if in the case of a register that came into existence on or after the commencement date# of this section it has at all times been kept at the company’s registered office or
(b) if—
(i) immediately before that commencement date# the company kept a register for the purposes of section 158 of the predecessor Ordinance and
(ii) on and after that commencement date# that register in so far as it relates to the company secretary or joint company secretaries of the company is kept as a register of company secretaries for the purposes of subsection (1) at the place at which it was kept immediately before that commencement date#
(7) If a company contravenes subsection (1) (2) (3) (4) or (5) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
_____________________
Editorial Note
# Commencement date 3 March 2014
649 查阅求文权利
(1) 公司成员订明方式提出求权根第657条订立规例免费查阅该公司公司秘书登记册
(2) 订明方式提出求缴付订明费均权根第657条订立规例查阅关登记册
(3) 提出求缴付订明费均权根第657条订立规例获提供关登记册(部分)文
649 Right to inspect and request copy
(1) A member of a company is entitled on request made in the prescribed manner and without charge to inspect the register of company secretaries of the company in accordance with regulations made under section 657
(2) Any other person is entitled on request made in the prescribed manner and on payment of the prescribed fee to inspect the register in accordance with regulations made under section 657
(3) A person is entitled on request and on payment of a prescribed fee to be provided with a copy of the register or any part of it in accordance with regulations made under section 657
650 须登记公司秘书详情
(1) 公司公司秘书登记册须载关公司秘书(联名公司秘书须载名联名公司秘书)详情 ——
(a) 关公司秘书然 ——
(i) 现时名字姓氏前名字姓氏(话)名(话)
(ii) 通讯址 (2018年第35号第67条修订)
(iii) 身分证号码(该公司秘书没身分证)持护号码签发国家
(b) 关公司秘书法团体法名称注册办事处办事处址
(2) 某商号合伙均某公司联名公司秘书述明该商号名称办事处代第(1)(a)(b)款述详情
(3) 条中 ——
名字 (forename)包括教名取名
姓氏 (surname)通常姓氏称衔认识言指该称衔
(4) 第(1)(a)(ii)款言通讯址须香港方邮政信箱号码
(5) 条中提述前名字姓氏 ——
(a) 言包括 ——
(i) 该年满18岁前已更改弃名字姓氏
(ii) 已更改弃少20年名字姓氏
(b) 通常姓氏称衔认识言包括该采继承该称衔前认识姓名
(c) 已婚女士言包括婚前认识名字姓氏
(6) 财政司司长藉宪报刊登公告修订第(1)(2)(3)(4)(5)款
650 Particulars of company secretaries to be registered
(1) The register of company secretaries of a company must contain the following particulars with respect to the company secretary or if there are joint company secretaries with respect to each of them—
(a) if the company secretary is a natural person—
(i) the present forename and surname former forename or surname (if any) and aliases (if any)
(ii) the correspondence address and
(iii) the number of the identity card or if the company secretary does not have an identity card the number and issuing country of any passport held by the company secretary and
(b) if the company secretary is a body corporate the corporate name and the address of its registered or principal office
(2) If all the partners in a firm are joint company secretaries of a company the name and principal office of the firm may be stated instead of the particulars mentioned in subsection (1)(a) or (b)
(3) In this section—
forename (名字) includes a Christian or given name
surname (姓氏) for a person usually known by a title different from the person’s surname means that title
(4) For the purposes of subsection (1)(a)(ii) a correspondence address must be a place in Hong Kong and must not be a post office box number
(5) In this section a reference to a former forename or surname does not include—
(a) in relation to a person—
(i) a forename or surname that was changed or ceased to be used before the person attained the age of 18 years and
(ii) a forename or surname that has been changed or ceased to be used for a period of at least 20 years
(b) in relation to a person usually known by a title different from the person’s surname the name by which the person was known before the adoption of or succession to the title and
(c) in relation to a married woman a name or surname by which she was known before her marriage
(6) The Financial Secretary may by notice published in the Gazette amend subsection (1) (2) (3) (4) or (5)
651 保障识号码免受查阅
(尚未实施)
(1) 第649(1)(2)(3)条规定公司保留载公司秘书登记册公司秘书身分证护号码查阅该登记册求获提供该登记册部分文提供该等详情
(2) 公司订明方式订明范围行第(1)款指权力
651 Protection of identification number from inspection
(Not yet in operation)
(1) Despite section 649(1) (2) and (3) a company may withhold the number of the identity card or passport of a company secretary contained in its register of company secretaries from a person who inspects the register or requests for a copy of it or any part of it
(2) A company may only exercise the power under subsection (1) in the prescribed manner and to the prescribed extent
652 公司秘书委更改通知处长责
(1) 某某获委公司公司秘书联名公司秘书(根第474(2)(3)条委者外)该公司须该项委作出15日符合指明格式通知交付处长登记该通知须载该公司公司秘书登记册指明该公司秘书联名公司秘书详情
(2) 某停止担公司公司秘书某公司公司秘书登记册载详情更改该公司须该停关详情更改15日符合指明格式通知交付处长登记该通知须载 ——
(a) 该停关详情更改详情该事件发生日期
(b) 该格式指明详情
(3) 公司违反第(1)(2)款该公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
652 Duty to notify Registrar of appointment and change
(1) If a person or persons are appointed as company secretary or joint company secretaries of a company otherwise than under section 474(2) or (3) the company must within 15 days after the appointment deliver to the Registrar for registration a notice in the specified form containing the company secretary’s or joint company secretaries’ particulars specified in its register of company secretaries
(2) If a person ceases to be a company secretary of the company or there is any change in the particulars contained in the register of company secretaries of a company the company must within 15 days after the cessation or change deliver to the Registrar for registration a notice in the specified form containing—
(a) the particulars of the cessation or change and the date on which it occurred and
(b) any other particulars that are specified in the form
(3) If a company contravenes subsection (1) or (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
653 公司秘书披露责
(1) 公司公司秘书须关该公司秘书第650652条言属需事宜该公司发出通知
(2) 违反第(1)款属犯罪处第4级罚款
653 Duty of company secretary to make disclosure
(1) A company secretary of a company must give notice to the company of matters relating to the company secretary that are required for the purposes of sections 650 and 652
(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 4
第2A分部 —— 重控制登记册
(第2A分部2018年第3号第4条增补)
Division 2A—Register of Significant Controllers
(Division 2A added 3 of 2018 s 4)
第1次分部 —— 导言
Subdivision 1—Preliminary
653A 释义
分部中 ——
生效日期 (commencement date)指分部生效日期
关连士 (related person)——参阅第653G条
需详情 (required particulars)指附表5B订明详情
法律实体 (legal entity) ——
(a) 指符合说明团体︰该团体(否法团体)根限该团体法律名法
(b) 包括指明实体
指明实体 (specified entity)指 ——
(a) 单法团
(b) 国家区政府国家区某部分政府
(c) 成员包括2国家区(政府)国际组织
(d) 国家区方局方政府
指明职 (specified function)执法员言指该员香港法律职该职关防止侦测调查击洗钱恐怖分子资金筹集条例(第615章)附表1第1部第1条界定洗钱恐怖分子资金筹集
订明 (prescribed)指根第657条订立规例订明
重控制权 (significant control)——参阅第653E条
重控制 (significant controller)指 ——
(a) 适公司须登记士
(b) 适公司须登记法律实体
重控制登记册 (significant controllers register)指第653H(1)条述登记册
原公司 (existing company)指生效日期前已存公司
执法员 (law enforcement officer)——参阅第653B条
须登记士 (registrable person)——参阅第653C条
须登记更改 (registrable change)——参阅第653F条
须登记法律实体 (registrable legal entity)——参阅第653D条
适公司 (applicable company)指述公司外公司 ——
(a) 市公司
(b) 属根第653ZG(1)(a)条订立规例豁免公司类公司类型公司
职 (function)包括权力职责
653A Interpretation
In this Division—
applicable company (适公司) means a company other than—
(a) a listed company or
(b) a company that falls within a type of company or class of companies exempted by regulations made under section 653ZG(1)(a)
commencement date (生效日期) means the date of commencement of this Division
existing company (原公司) means a company that came into existence before the commencement date
function (职) includes a power and a duty
law enforcement officer (执法员)—see section 653B
legal entity (法律实体)—
(a) means a body of persons corporate or unincorporate that is a legal person under the law that governs it but
(b) does not include a specified entity
prescribed (订明) means prescribed by regulations made under section 657
registrable change (须登记更改)—see section 653F
registrable legal entity (须登记法律实体)—see section 653D
registrable person (须登记士)—see section 653C
related person (关连士)—see section 653G
required particulars (需详情) means the particulars prescribed in Schedule 5B
significant control (重控制权)—see section 653E
significant controller (重控制) means—
(a) a registrable person of an applicable company or
(b) a registrable legal entity of an applicable company
significant controllers register (重控制登记册) means the register mentioned in section 653H(1)
specified entity (指明实体) means—
(a) a corporation sole
(b) a government of a country or territory or part of a country or territory
(c) an international organization whose members include 2 or more countries or territories (or their governments) or
(d) a local authority or local government in a country or territory
specified function (指明职) in relation to a law enforcement officer means a function of the officer under the law of Hong Kong that is a function relating to the prevention detection or investigation of money laundering or terrorist financing as defined by section 1 of Part 1 of Schedule 1 to the AntiMoney Laundering and CounterTerrorist Financing Ordinance (Cap 615)
653B 执法员
(1) 分部言述士属执法员 ——
(a) 公司注册处员
(b) 香港海关员
(c) 香港金融理局员
(d) 香港警务处员
(e) 入境事务处员
(f) 税务局员
(g) 根保险业条例(第41章)第4AAA(1)条设立保险业监局员
(h) 根廉政公署条例(第204章)第3条设立廉政公署员
(i) 证券期货条例(第571章)第3(1)条提述证券期货事务监察委员会员
(j) 财政司司长藉根第653ZG(1)(b)条段目订立规例指明政府部门机关法定团体员
(2) 第(1)款中 ——
法定团体 (statutory body)指某条例根某条例授权力设立组成团体
653B Law enforcement officer
(1) Each of the following is a law enforcement officer for the purposes of this Division—
(a) an officer of the Companies Registry
(b) an officer of the Customs and Excise Department
(c) an officer of the Hong Kong Monetary Authority
(d) an officer of the Hong Kong Police Force
(e) an officer of the Immigration Department
(f) an officer of the Inland Revenue Department
(g) an officer of the Insurance Authority established under section 4AAA(1) of the Insurance Ordinance (Cap 41)
(h) an officer of the Independent Commission Against Corruption established under section 3 of the Independent Commission Against Corruption Ordinance (Cap 204)
(i) an officer of the Securities and Futures Commission referred to in section 3(1) of the Securities and Futures Ordinance (Cap 571)
(j) an officer of any department or agency of the Government or of any statutory body that is specified by the Financial Secretary by regulations made under section 653ZG(1)(b) for the purposes of this paragraph
(2) In subsection (1)—
statutory body (法定团体) means a body established or constituted by or under the authority of an Ordinance
653C 须登记士
(1) 某然指明实体某适公司重控制权该实体属该公司须登记士
(2) 第(1)款规定符合第(3)款指明条件情况某适公司重控制权然指明实体属该公司须登记士
(3) 述条件指关然指明实体仅原关公司重控制权 ——
(a) 该实体透该公司须登记法律实体(甲实体)持拥该公司权利股份甲实体股份认证券市场市
(b) 该实体透连锁法律实体持拥该公司权利股份该连锁中法律实体该公司须登记法律实体(乙实体)乙实体股份认证券市场市
附注 ——
请参阅第653E条附表5A该条附表订定准决定某否某适公司重控制权
653C Registrable person
(1) If a natural person or specified entity has significant control over an applicable company the person or entity is a registrable person of the company
(2) Despite subsection (1) a natural person or specified entity that has significant control over an applicable company is not a registrable person of the company if the condition specified in subsection (3) is satisfied
(3) The condition is that the natural person or specified entity has significant control over the company only because—
(a) the person or entity holds or has rights or shares in the company through a registrable legal entity of the company (entity A) and entity A has any of its shares listed on a recognized stock market or
(b) the person or entity holds or has rights or shares in the company through a chain of legal entities with the last one in the chain being a registrable legal entity of the company (entity B) and entity B has any of its shares listed on a recognized stock market
Note—
See also section 653E and Schedule 5A which provide for the criteria for determining whether a person has significant control over an applicable company
653D 须登记法律实体
某法律实体 ——
(a) 某适公司成员
(b) 该公司重控制权
该实体该公司须登记法律实体
附注 ——
请参阅第653E条附表5A该条附表订定准决定某否某适公司重控制权
653D Registrable legal entity
A legal entity is a registrable legal entity of an applicable company if the entity—
(a) is a member of the company and
(b) has significant control over the company
Note—
See also section 653E and Schedule 5A which provide for the criteria for determining whether a person has significant control over an applicable company
653E 决定某否适公司重控制权
某某适公司言符合附表5A第1部指明条件该该公司重控制权
653E How to determine whether person has significant control over applicable company
A person has significant control over an applicable company if the person meets one or more of the conditions specified in Part 1 of Schedule 5A in relation to the company
653F 须登记更改
某言更改属该须登记更改 ——
(a) 该适公司重控制
(b) 更改令该记入该公司重控制登记册详情正确完整
653F Registrable change
There is a registrable change with respect to a person if—
(a) the person ceases to be a significant controller of an applicable company or
(b) any other change results in any particulars entered in the company’s significant controllers register for the person being incorrect or incomplete
653G 关连士
(1) 情况条适 ——
(a) 分部某条文规定︰发出予某法律实体通知规定事宜获遵(遵)该实体关连士属犯罪
(b) 根第653ZG条订立规例中某条文规定︰某条文遭违反(违反)某法律实体关连士属犯罪
(2) 关条文言符合条件属某属法团体法律实体(甲实体)关连士 ——
(a) 该甲实体高级员幕董事
(b) 该授权准许参该项遵违反
(3) 符合条件属甲实体关连士 ——
(a) 该法团体高级员幕董事该法团体甲实体高级员幕董事
(b) 该法团体授权准许参该项遵违反
(c) 该授权准许参该项遵违反
(4) 关条文言符合条件属某非法团体法律实体(乙实体)关连士 ——
(a) 该乙实体中类似法团体高级员幕董事员(乙实体相类员)
(b) 该授权准许参该项遵违反
(5) 符合条件属乙实体关连士 ——
(a) 该某法团体高级员幕董事
(b) 该法团体属乙实体相类员授权准许参该项遵违反
(c) 该授权准许参该项遵违反
653G Related person
(1) This section applies if—
(a) a provision of this Division provides that if a requirement of a notice given to a legal entity is not complied with (failure) a related person of the entity commits an offence or
(b) a provision in the regulations made under section 653ZG provides that a related person of a legal entity commits an offence if a provision is contravened (contravention)
(2) For the purposes of the provision a person is a related person of a legal entity that is a body corporate (entity A) if—
(a) the person is an officer or shadow director of entity A and
(b) the person authorizes or permits or participates in the failure or contravention
(3) A person is also a related person of entity A if—
(a) the person is an officer or shadow director of another body corporate that is an officer or shadow director of entity A
(b) the other body corporate authorizes or permits or participates in the failure or contravention and
(c) the person authorizes or permits or participates in the failure or contravention
(4) For the purposes of the provision a person is a related person of a legal entity other than a body corporate (entity B) if—
(a) the person is an officer of entity B that is similar to an officer or shadow director of a body corporate (similar officer of entity B) and
(b) the person authorizes or permits or participates in the failure or contravention
(5) A person is also a related person of entity B if—
(a) the person is an officer or shadow director of a body corporate
(b) the body corporate is a similar officer of entity B and authorizes or permits or participates in the failure or contravention and
(c) the person authorizes or permits or participates in the failure or contravention
第2次分部 —— 备存重控制登记册
Subdivision 2—Keeping of Significant Controllers Register
653H 备存登记册
(1) 间适公司须备存份该公司重控制登记册
(2) 某适公司没重控制第(1)款适该公司
(3) 适公司重控制登记册须中文英文备存
(4) 第(1)(3)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
653H Keeping of register
(1) Each applicable company must keep a register of its significant controllers
(2) Subsection (1) applies to an applicable company even if the company does not have a significant controller
(3) The significant controllers register of an applicable company must be kept in the English or Chinese language
(4) If subsection (1) or (3) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
653I 登记册容
(1) 适公司重控制登记册须载该公司知道名属重控制详情 ——
(a) 附表5B订明适该详情
(b) 该须登记更改言 ——
(i) 该项更改细节
(ii) 该项更改发生日期
(2) 关登记册须载 ——
(a) 少名关公司根第653ZC条指定姓名名称联络资料
(b) 根附表5C须该公司该登记册注明额外事项
(3) 第(1)(a)(b)(2)(a)(b)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(4) 免生疑问第634条影响适公司重控制登记册载予记入容
653I Contents of register
(1) The significant controllers register of an applicable company must contain the following particulars of each person that the company knows to be a significant controller of the company—
(a) the particulars prescribed in Schedule 5B that are applicable to the person and
(b) for a registrable change with respect to the person—
(i) details of the change and
(ii) the date on which the change occurs
(2) The register must also contain—
(a) the name and contact details of at least one person designated by the company under section 653ZC and
(b) all the additional matters required to be noted in the register under Schedule 5C in relation to the company
(3) If subsection (1)(a) or (b) or (2)(a) or (b) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(4) To avoid doubt section 634 does not affect what may be contained or entered in the significant controllers register of an applicable company
653J 详情记入登记册——须登记士
(1) 根第653I(1)(a)条须某然指明实体载适公司重控制登记册详情 ——
(a) 非全部已获该实体确认否记入该登记册
(b) 须全部获确认7日记入该登记册
(2) 根第653I(1)(b)条须某然指明实体须登记更改载适公司重控制登记册详情 ——
(a) 非全部已获该实体确认否记入该登记册
(b) 须全部获确认7日记入该登记册
(3) 第(1)(a)(b)(2)(a)(b)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(4) 条言情况某然指明实体某项详情方属获该实体确认已获该实体确认 ——
(a) 该项详情该实体提供获确认已该实体提供已获确认
(b) 该项详情该然指明实体知悉情况提供获确认已该然指明实体知悉情况提供获确认
653J Entering of particulars in register—registrable person
(1) The particulars required under section 653I(1)(a) to be contained in the significant controllers register of an applicable company for a natural person or specified entity—
(a) must not be entered in the register unless they are all confirmed by the person or entity and
(b) must be entered in the register within 7 days after they have all been so confirmed
(2) The particulars required under section 653I(1)(b) to be contained in the significant controllers register of an applicable company for a registrable change with respect to a natural person or specified entity—
(a) must not be entered in the register unless they are all confirmed by the person or entity and
(b) must be entered in the register within 7 days after they have all been so confirmed
(3) If subsection (1)(a) or (b) or (2)(a) or (b) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(4) For the purposes of this section a particular of a natural person or specified entity is or has been confirmed by that person or entity only if the particular is or has been—
(a) provided or confirmed by that person or entity or
(b) provided or confirmed by another person with that natural person’s or specified entity’s knowledge
653K 详情记入登记册——须登记法律实体
(1) 根第653I(1)条须某法律实体载适公司重控制登记册某项详情须该公司知该项详情7日记入该登记册
(2) 第(1)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
653K Entering of particulars in register—registrable legal entity
(1) A particular required under section 653I(1) to be contained in the significant controllers register of an applicable company for a legal entity must be entered in the register within 7 days after the particular comes to the notice of the company
(2) If subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
653L 时销毁登记册记项
某某适公司重控制该公司重控制登记册关该记项时间予销毁 ——
(a) 然指明实体言——该实体该公司须登记士日期起计6年期间完结
(b) 法律实体言——该实体该公司须登记法律实体日期起计6年期间完结
653L When may entries in register be destroyed
If a person ceases to be a significant controller of an applicable company all the entries in the company’s significant controllers register relating to the person may be destroyed—
(a) for a natural person or specified entity—after the end of a period of 6 years from the date on which the person or entity ceased to be the company’s registrable person and
(b) for a legal entity—after the end of a period of 6 years from the date on which the entity ceased to be the company’s registrable legal entity
653M 须处备存登记册
(1) 适公司须重控制登记册备存 ——
(a) 该公司注册办事处
(b) 某订明方
(2) 关公司须第(3)款重控制登记册备存方通知处长
(3) 述通知 ——
(a) 须符合指明格式
(b) 须该登记册首次关方备存15日交付处长登记
(4) 适公司重控制登记册开始存时起已该登记册时刻备存该公司注册办事处该公司须遵第(2)款
(5) 影响第(4)款原条件获符合原公司须遵第(2)款规定 ——
(a) 生效日期起该公司成员登记册已时刻备存紧接该日期前该登记册备存方
(b) 该公司重控制登记册开始存时起该重控制登记册已时刻备存该方
(c) 紧接生效日期前该公司已成员登记册根第628条规定项通知交付予处长
(6) 第(1)(2)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
653M Place at which register must be kept
(1) An applicable company must keep its significant controllers register at—
(a) the company’s registered office or
(b) a prescribed place
(2) The company must notify the Registrar in accordance with subsection (3) of the place at which its significant controllers register is kept
(3) The notice—
(a) must be in the specified form and
(b) must be delivered to the Registrar for registration within 15 days after the register is first kept at that place
(4) An applicable company is not required to comply with subsection (2) if since its significant controllers register came into existence the register has at all times been kept at the company’s registered office
(5) Without affecting subsection (4) an existing company is not required to comply with subsection (2) if—
(a) since the commencement date the company’s register of members has at all times been kept at the place at which it was kept immediately before that date
(b) since the company’s significant controllers register came into existence the register has also at all times been kept at that place and
(c) immediately before the commencement date the company has delivered to the Registrar every notice that is required under section 628 in respect of its register of members
(6) If subsection (1) or (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
653N 登记册方更改
(1) 适公司重控制登记册备存方更改该公司须第(2)款更改通知处长
(2) 述通知 ——
(a) 须符合指明格式
(b) 须关更改出现15日交付处长登记
(3) 条件获符合适公司须第(1)款述更改遵该款 ——
(a) 该公司重控制登记册备存该公司注册办事处
(b) 关更改该注册办事处址更改致
(4) 第(1)款遭违反关公司名责均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
653N Change in place at which register is kept
(1) An applicable company must notify the Registrar in accordance with subsection (2) of a change in the place at which its significant controllers register is kept
(2) The notice—
(a) must be in the specified form and
(b) must be delivered to the Registrar for registration within 15 days after the change
(3) An applicable company is not required to comply with subsection (1) in relation to a change mentioned in that subsection if—
(a) its significant controllers register is kept at the company’s registered office and
(b) the change is due to a change of the registered office’s address
(4) If subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
第3次分部 —— 适公司进行调查取资料
Subdivision 3—Investigation and Obtaining Information by Applicable Company
653O 释义
(1) 次分部中 ——
指明详情 (specified particulars)某言 ——
(a) 指符合附表5B订明详情描述属该详情
(b) 该然包括 ——
(i) 该身分证号码
(ii) 该持护号码签发国家
(2) 第653P653Q653R条中提述知道某身分包括知道识该资料
653O Interpretation
(1) In this Subdivision—
specified particulars (指明详情) in relation to a person—
(a) means the particulars of the person falling within a description of the particulars prescribed in Schedule 5B but
(b) if the person is a natural person does not include—
(i) the number of an identity card of the person and
(ii) the number and issuing country of a passport held by the person
(2) In sections 653P 653Q and 653R a reference to knowing the identity of a person includes knowing any information from which the person can be identified
653P 公司进行调查取资料责
(1) 适公司须采取合理步骤 ——
(a) 确定该公司否重控制
(b) (重控制)识名重控制
(2) 局限第(1)款原关公司知道合理相信某重控制该公司须第653Q条事件(较先发生者准)发生7日该发出通知 ——
(a) 该公司首次知道该重控制
(b) 该公司首次合理相信该重控制
(3) 局限第(1)款原该公司知道合理相信某特定知道该公司重控制该身分该公司须第653R条事件(较先发生者准)发生7日该特定发出通知 ——
(a) 该公司首次知道该特定知道该公司重控制该身分
(b) 该公司首次合理相信该特定知道该公司重控制该身分
(4) 第(1)(2)(3)款遭违反关公司名责均属犯罪处第4级罚款
附注 ——
请参阅第653S条该条订定适公司须遵条情况
653P Company’s duty to investigate and obtain information
(1) An applicable company must take reasonable steps—
(a) to ascertain whether there is any significant controller of the company and
(b) if any to identify each of them
(2) Without limiting subsection (1) if the company knows or has reasonable cause to believe that a person is a significant controller of the company the company must give a notice in accordance with section 653Q to the person within 7 days after the first of the following to happen—
(a) the company first knows that the person is a significant controller of the company
(b) the company first has reasonable cause to believe that the person is such a controller
(3) Without limiting subsection (1) if the company knows or has reasonable cause to believe that a particular person knows the identity of another person who is a significant controller of the company the company must give a notice in accordance with section 653R to the particular person within 7 days after the first of the following to happen—
(a) the company first knows that the particular person knows the identity of another person who is a significant controller of the company
(b) the company first has reasonable cause to believe that the particular person knows the identity of another person who is such a controller
(4) If subsection (1) (2) or (3) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
Note—
See also section 653S which provides for the circumstances under which an applicable company is not required to comply with this section
653Q 第653P(2)条指通知
(1) 适公司根第653P(2)条发出通知须书面作出须规定该通知收件确认事项(视情况需定) ——
(a) 收件否该公司须登记士
(b) 收件否该公司须登记法律实体
(2) 关通知须 ——
(a) 述明收件确认关公司须登记士须登记法律实体收件须 ——
(i) 确认改正载该通知该收件需详情
(ii) 提供该通知遗漏属该收件需详情
(b) 规定收件 ——
(i) 须述明收件否知道该公司重控制该身分
(ii) 知道该身分 ——
(A) 须该公司提供收件知该指明详情
(B) 须述明该等详情否该知悉情况提供
(3) 关通知须述明收件须该通知日期起计1月遵根条作出规定
653Q Notice under section 653P(2)
(1) A notice given under section 653P(2) by an applicable company must be in writing and must require the addressee of the notice to confirm as the case requires—
(a) whether or not the addressee is a registrable person of the company or
(b) whether or not the addressee is a registrable legal entity of the company
(2) The notice must—
(a) state that if the addressee confirms that the addressee is a registrable person or registrable legal entity of the company the addressee is required to—
(i) confirm or correct the required particulars of the addressee that are included in the notice and
(ii) provide any required particulars of the addressee that are missing from the notice and
(b) require the addressee to—
(i) state whether or not the addressee knows the identity of another person who is a significant controller of the company and
(ii) if the addressee knows the identity of such a person—
(A) provide to the company all the specified particulars of that person that are known to the addressee and
(B) state whether or not the particulars are provided with that person’s knowledge
(3) The notice must also state that the addressee must comply with the requirements made under this section within 1 month from the date of the notice
653R 第653P(3)条指通知
(1) 适公司根第653P(3)条发出通知须书面作出须 ——
(a) 规定该通知收件确认否知道该公司重控制该身分
(b) 述明收件确认知道该身分该收件须 ——
(i) 该公司提供收件知该指明详情
(ii) 述明该等详情否该知悉情况提供
(2) 关通知须述明收件须该通知日期起计1月遵根条作出规定
653R Notice under section 653P(3)
(1) A notice given under section 653P(3) by an applicable company must be in writing and must—
(a) require the addressee of the notice to confirm whether or not the addressee knows the identity of another person who is a significant controller of the company and
(b) state that if the addressee confirms that the addressee knows the identity of such a person the addressee is required to—
(i) provide to the company all the specified particulars of that person that are known to the addressee and
(ii) state whether or not the particulars are provided with that person’s knowledge
(2) The notice must also state that the addressee must comply with the requirements made under this section within 1 month from the date of the notice
653S 须发出第653P条指通知情况
情况适公司须该公司某重控制遵第653P条 ——
(a) 该控制该公司须登记士 ——
(i) 该公司已获告知该项位
(ii) 该需详情已该该公司提供已该知悉情况提供予该公司
(b) 该控制该公司须登记法律实体 ——
(i) 该公司已获告知该实体项位
(ii) 该实体需详情已提供予该公司
653S Circumstances where notice under section 653P not required
An applicable company is not required to comply with section 653P with respect to a significant controller of the company if—
(a) for a registrable person of the company—
(i) the company has already been informed of the person’s status as such and
(ii) all the required particulars of the person have been provided to the company by the person or with the person’s knowledge and
(b) for a registrable legal entity of the company—
(i) the company has already been informed of the entity’s status as such and
(ii) all the required particulars of the entity have been provided to the company
第4次分部 —— 适公司责保持资料更新
Subdivision 4—Applicable Company to Keep Information Uptodate
653T 公司保持资料更新责
(1) 适公司知道合理相信某言须登记更改该项更改细节须载该公司重控制登记册条适该公司
(2) 关公司须事件(较先发生者准)发生7日第653U条述须登记更改关发出通知 ——
(a) 该公司首次知该项须登记更改
(b) 该公司首次合理相信该项更改已发生
(3) 第(2)款遭违反关公司名责均属犯罪处第4级罚款
附注 ——
请参阅第653V条该条订定适公司须遵条情况
653T Company’s duty to keep information uptodate
(1) This section applies to an applicable company if the company knows or has reasonable cause to believe that there is a registrable change with respect to a person the details of which are required to be contained in the significant controllers register of the company
(2) The company must give a notice in accordance with section 653U to the person to whom the registrable change relates within 7 days after the first of the following to happen—
(a) the registrable change first comes to the notice of the company
(b) the company first has reasonable cause to believe that the change has occurred
(3) If subsection (2) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
Note—
See also section 653V which provides for the circumstances under which an applicable company is not required to comply with this section
653U 第653T条指通知
(1) 适公司根第653T条发出通知须书面作出须 ——
(a) 规定该通知收件确认该收件言否须登记更改
(b) 述明该收件确认更改该收件须 ——
(i) 告知该公司发生该项更改日期
(ii) 确认改正符合说明详情 ——
(A) 该项详情须该收件载该公司重控制登记册
(B) 该项详情包括该通知
(iii) 提供符合说明详情 ——
(A) 该项详情须该收件载该登记册
(B) 该项详情该通知遗漏
(2) 关通知须述明关收件须该通知日期起计1月遵根条作出规定
653U Notice under section 653T
(1) A notice given under section 653T by an applicable company must be in writing and must—
(a) require the addressee of the notice to confirm whether or not there is a registrable change with respect to the addressee and
(b) state that if the addressee confirms that there is such a change the addressee is required to—
(i) inform the company of the date on which the change occurs
(ii) confirm or correct any particulars—
(A) that are required to be contained in the significant controllers register of the company for the addressee and
(B) that are included in the notice and
(iii) provide any particulars—
(A) that are required to be contained in the register for the addressee and
(B) that are missing from the notice
(2) The notice must also state that the addressee must comply with the requirements made under this section within 1 month from the date of the notice
653V 须发出第653T条指通知情况
(1) 情况适公司须某然指明实体须登记更改遵第653T条 ——
(a) 该公司已获告知该项更改
(b) 关资料已该实体该公司提供已该实体知悉情况提供予该公司
(2) 适公司已获告知关某法律实体须登记更改该项更改言该公司须遵第653T条
653V Circumstances where notice under section 653T not required
(1) An applicable company is not required to comply with section 653T in relation to a registrable change with respect to a natural person or specified entity if—
(a) the company has already been informed of the change and
(b) the information has been provided to the company by the person or entity or with the person’s or entity’s knowledge
(2) An applicable company is not required to comply with section 653T in relation to a registrable change with respect to a legal entity if the company has already been informed of the change
第5次分部 —— 查阅重控制登记册
Subdivision 5—Inspection of Significant Controllers Register
653W 查阅登记册求登记册文权利
(1) 姓名名称记入适公司重控制登记册该公司重控制该订明方式提出求权根第657条订立规例免费查阅该登记册
(2) 第(1)款述提出求缴付订明费权根第657条订立规例获提供述登记册(部分)文
附注 ——
公司关查阅公司纪录提供公司纪录文责原讼法庭作出关查阅该等纪录提供该等纪录文命令权力——请参阅根第657条订立规例
653W Right to inspect and request copy of register
(1) A person whose name is entered in the significant controllers register of an applicable company as a significant controller of the company is entitled on request made in the prescribed manner and without charge to inspect the register in accordance with regulations made under section 657
(2) A person mentioned in subsection (1) is entitled on request and on payment of a prescribed fee to be provided with a copy of the register or a part of it in accordance with regulations made under section 657
Note—
For the duties of a company regarding the inspection and provision of copies of its company records and the power of the Court to make an order relating to the inspection and provision of copies of such records—see regulations made under section 657
653X 登记册供执法员查阅等
(1) 适公司须应公司注册处员确定分部否获遵已获遵目作出求应执法员该员香港法律执行指明职目作出求作出作 ——
(a) 合理时间该公司重控制登记册备存方提供该登记册供该员查阅
(b) 准许该员查阅程中复制复印该登记册(部分)
(2) 第(1)(a)(b)款遭违反关公司名责均属犯罪处第4级罚款
653X Register be available for inspection etc by law enforcement officer
(1) An applicable company must on demand made by an officer of the Companies Registry for the purpose of ascertaining whether this Division is or has been complied with or on demand made by any other law enforcement officer for the purpose of the officer’s performance under the law of Hong Kong of a specified function act as follows—
(a) at any reasonable time make its significant controllers register available for inspection by the officer at the place at which the register is kept and
(b) permit the officer to make a copy of the register or a part of it in the course of inspection
(2) If subsection (1)(a) or (b) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 4
653Y 关查阅登记册原讼法庭命令
(1) 执法员根第653X(1)条作出求言第653X(1)(a)条遭违反条适
(2) 关执法员提出申请原讼法庭应关申请命令关适公司准许该员查阅该公司重控制登记册
(3) 根第(2)款作出命令 ——
(a) 指示述公司时间准许述员查阅述登记册 ——
(i) 紧接该命令作出
(ii) 该命令指明时间起
(b) 指明查阅期限方式
(4) 情况第(5)款适 ——
(a) 述登记册备存述公司外办事处
(b) 该错失令第653X(1)(a)条遭违反
(5) 原讼法庭第(2)款权力延伸针第(4)款述高级员雇员作出命令
653Y Court order relating to inspection of register
(1) This section applies if section 653X(1)(a) is contravened in relation to a demand made by a law enforcement officer under section 653X(1)
(2) The Court may on application by the law enforcement officer order the applicable company concerned to permit the officer to inspect the company’s significant controllers register
(3) An order made under subsection (2) may—
(a) direct the company to permit the officer to inspect the register—
(i) immediately after the order is made or
(ii) from the time specified in the order and
(b) specify the duration and manner of the inspection
(4) Subsection (5) applies if—
(a) the register is kept at the office of a person other than the company and
(b) section 653X(1)(a) is contravened because of a default of the person
(5) The power of the Court under subsection (2) extends to the making of an order against the person mentioned in subsection (4) and the person’s officers and employees
653Z 关复制复印登记册原讼法庭命令
(1) 执法员根第653X(1)条作出求言第653X(1)(b)条遭违反条适
(2) 关执法员提出申请原讼法庭应关申请命令关适公司准许该员查阅程中复制复印该公司重控制登记册(部分)
(3) 根第(2)款作出命令指明查阅时间期限方式包括查阅程中情况范围准许抄印资料
(4) 情况第(5)款适 ——
(a) 述登记册备存述公司外办事处
(b) 该错失令第653X(1)(b)条遭违反
(5) 原讼法庭第(2)款权力延伸针第(4)款述高级员雇员作出命令
653Z Court order relating to making copy of register
(1) This section applies if section 653X(1)(b) is contravened in relation to a demand made by a law enforcement officer under section 653X(1)
(2) The Court may on application by the law enforcement officer order the applicable company concerned to permit the officer to make a copy of the company’s significant controllers register or a part of it in the course of inspection
(3) An order made under subsection (2) may also specify the time duration and manner of inspection including the circumstances in which and the extent to which the copying of information is permitted in the course of inspection
(4) Subsection (5) applies if—
(a) the register is kept at the office of a person other than the company and
(b) section 653X(1)(b) is contravened because of a default of the person
(5) The power of the Court under subsection (2) extends to the making of an order against the person mentioned in subsection (4) and the person’s officers and employees
第6次分部 —— 杂项相关事宜
Subdivision 6—Miscellaneous or Related Matters
653ZA 通知收件须遵根第653Q653R653U条作出规定
(1) 根第653Q653R653U条作出规定关通知日期起计1月未获遵该通知收件(该收件法律实体)该实体名关连士均属犯罪处第4级罚款
(2) 某控犯第(1)款订罪行该证明关规定属琐屑聊理缠扰免责辩护
653ZA Addressee of notice to comply with requirements made under section 653Q 653R or 653U
(1) If a requirement made under section 653Q 653R or 653U is not complied with within 1 month from the date of the notice concerned the addressee of the notice and (if the addressee is a legal entity) every related person of the entity commit an offence and each is liable to a fine at level 4
(2) If a person is charged with an offence under subsection (1) it is a defence for the person to prove that the requirement was frivolous or vexatious
653ZB 法律专业保密权
某基法律专业保密权理权法律程序中拒绝予提供资料该遵适公司根分部发出通知时须该公司提供该等资料
653ZB Legal professional privilege
In complying with a notice given under this Division by an applicable company a person is not required to provide any information to the company that the person would on grounds of legal professional privilege be entitled to refuse to give or provide in legal proceedings
653ZC 指定代表
(1) 适公司须指定少名士该公司代表提供该公司重控制登记册关协助 ——
(a) 公司注册处员予协助利便确定分部否获遵已获遵
(b) 执法员予协助利便该员香港法律执行指明职
(2) 非某符合说明否关公司根第(1)款指定该 ——
(a) 该 ——
(i) 居香港然
(ii) 该公司董事雇员成员
(b) 该击洗钱恐怖分子资金筹集条例(第615章)附表1第2部第1条界定会计专业士法律专业士信讬公司服务持牌
653ZC Designated representative
(1) An applicable company must designate at least one person as its representative to provide the following assistance relating to the significant controllers register of the company—
(a) assistance to an officer of the Companies Registry to facilitate ascertaining whether this Division is or has been complied with
(b) assistance to any other law enforcement officer to facilitate the officer’s performance under the law of Hong Kong of a specified function
(2) The company must not designate a person under subsection (1) unless—
(a) the person—
(i) is a natural person resident in Hong Kong and
(ii) is a director employee or member of the company or
(b) the person is an accounting professional a legal professional or a TCSP licensee as defined by section 1 of Part 2 of Schedule 1 to the AntiMoney Laundering and CounterTerrorist Financing Ordinance (Cap 615)
653ZD 原讼法庭命令更正登记册权力
(1) 情况利害关系方原讼法庭申请求更正适公司重控制登记册 ——
(a) 某姓名名称充分记入该登记册该登记册略
(b) 某已该公司重控制事没记入该登记册该事记入该登记册事出现必延迟
(2) 根第(1)款提出申请原讼法庭 ——
(a) 拒绝批准该申请
(b) 命令更正关登记册
(3) 更正命令包括关公司感受屈方支付蒙受损害赔偿命令
(4) 原讼法庭应根第(1)款提出申请 ——
(a) 属该申请方姓名名称应否记入登记册登记册略事作出判决
(b) 概括更正该登记册认属必需合宜问题作出判决
(5) 第(1)款中 ——
利害关系方 (interested party)第(1)款述事宜言指 ——
(a) 该事宜感受屈
(b) 该公司重控制
(c) 该公司
653ZD Power of Court to order rectification of register
(1) An interested party may apply to the Court to rectify the significant controllers register of an applicable company if—
(a) the name of a person is without sufficient cause entered in or omitted from the register or
(b) a default is made or an unnecessary delay takes place in entering in the register the fact that a person has ceased to be a significant controller of the company
(2) If an application is made under subsection (1) the Court may—
(a) refuse the application or
(b) order that the register be rectified
(3) A rectification order may include an order for the company to pay any damages sustained by an aggrieved party
(4) On an application made under subsection (1) the Court—
(a) may decide whether the name of a person who is a party to the application should be entered in or omitted from the register and
(b) generally may decide any question considered necessary or expedient to rectify the register
(5) In subsection (1)—
interested party (利害关系方) in relation to a matter mentioned in subsection (1) means—
(a) a person aggrieved by the matter
(b) a significant controller of the company or
(c) the company
653ZE 关虚假资料罪行
(1) 明知罔顾实情作出项项具误导性虚假具欺骗性陈述提供项具误导性虚假具欺骗性资料充作遵根分部发出通知该属犯罪
(2) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款300000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
653ZE Offence for false information
(1) A person commits an offence if the person in purported compliance with a notice given under this Division knowingly or recklessly makes a statement or provides any information that is misleading false or deceptive in a material particular
(2) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 300000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
653ZF 适公司会知悉某权利受影响某权利进行查讯
适公司 ——
(a) 会根分部作出事情致知悉权利受影响 ——
(i) 该公司股份关权利
(ii) 该公司该公司关权利
(b) 会根分部作出事情致须该等权利进行查讯
653ZF Applicable company not to be affected with notice of certain rights or put on enquiry as to certain rights
An applicable company—
(a) is not because of anything done under this Division affected with notice of—
(i) the rights of a person in relation to any shares in the company or
(ii) other rights of a person in or with respect to the company and
(b) is not because of anything done under this Division put on enquiry as to those rights of a person
653ZG 财政司司长订立规例
(1) 影响第657条原财政司司长订立规例事宜订定条文 ——
(a) 豁免公司类公司类型须受分部分部条文规限
(b) 第653B(1)(j)条目指明政府部门机关法定团体
(c) 适公司根分部发出通知关事宜包括事宜 ——
(i) 该通知格式容
(ii) 发出该通知方式
(d) 备存适公司重控制登记册关附带补充事宜
(2) 根第(1)款订立规例规定 ——
(a) 某公司违反根该款订立规例属犯罪 ——
(i) 该公司
(ii) 该公司名责
(b) 某法律实体违反根该款订立规例属犯罪 ——
(i) 该实体
(ii) 该实体名关连士
(c) 干犯(a)(b)段述罪行处超第5级罚款关罪行持续罪行该罪行持续期间日处超1000罚款
附注 ——
请参阅第910条该条订定关根条例订立规例补充条文
653ZG Financial Secretary may make regulations
(1) Without affecting section 657 the Financial Secretary may make regulations—
(a) to exempt a type of company or class of companies from this Division or a provision of this Division
(b) to specify any department or agency of the Government and any statutory body for the purposes of section 653B(1)(j)
(c) to provide for matters relating to a notice given under this Division by an applicable company including providing for—
(i) the form and content of the notice and
(ii) the way in which it is to be given and
(d) to provide for incidental or supplementary matters relating to keeping a significant controllers register of an applicable company
(2) Regulations made under subsection (1) may provide that—
(a) if a company contravenes any of the regulations made under that subsection an offence is committed by—
(i) the company and
(ii) every responsible person of the company
(b) if a legal entity contravenes any of the regulations made under that subsection an offence is committed by—
(i) the entity and
(ii) every related person of the entity and
(c) a person who commits an offence mentioned in paragraph (a) or (b) is liable to a fine not exceeding level 5 and in the case of a continuing offence to a further fine not exceeding 1000 for each day during which the offence continues
Note—
See also section 910 which provides for supplementary provisions for regulations made under this Ordinance
653ZH 关第653J条渡条文
施行第653J(1)条原公司言某项详情生效日期日获确认情况该项详情方属获确认
653ZH Transitional provision for section 653J
For the purposes of section 653J(1) in relation to an existing company a particular is confirmed only if the particular is confirmed on or after the commencement date
653ZI 关第653K条渡条文
施行第653K条某项详情生效日期前已某原公司知(关情况)决定该公司知该项详情时间时考虑关情况
653ZI Transitional provision for section 653K
For the purposes of section 653K in determining the time at which a particular comes to the notice of an existing company any knowledge of the particular that the company had before the commencement date is not to be taken into account
653ZJ 关第653P条渡条文
(1) 施行第653P(2)条生效日期日原公司知道合理相信某重控制该公司须生效日期7日发出该条规定通知
(2) 施行第653P(3)条生效日期日原公司知道合理相信某知道该公司重控制该身分该公司须生效日期7日发出该条规定通知
653ZJ Transitional provisions for section 653P
(1) For the purposes of section 653P(2) if on the commencement date an existing company knows or has reasonable cause to believe that a person is a significant controller of the company the company must give the notice required under that section within 7 days after the commencement date
(2) For the purposes of section 653P(3) if on the commencement date an existing company knows or has reasonable cause to believe that a person knows the identity of another person who is a significant controller of the company the company must give the notice required under that section within 7 days after the commencement date
653ZK 关第653S条渡条文
施行第653S条原公司言某项详情已生效日期日提供情况该项详情方属已提供
653ZK Transitional provision for section 653S
For the purposes of section 653S in relation to an existing company a particular has been provided only if the particular has been provided on or after the commencement date
第3分部 —— 公司纪录
Division 3—Company Records
654 公司纪录涵义
分部中 ——
公司纪录 (company records) 指条例规定公司须备存登记册索引协议备忘录会议纪录文件包括会计纪录
654 Meaning of company records
In this Division—
company records (公司纪录) means any register index agreement memorandum minutes or other document required by this Ordinance to be kept by a company but does not include accounting records
655 公司纪录形式
(1) 公司须充分记录须载公司纪录资料供日参阅
(2) 符合第(1)款规定公司纪录 ——
(a) 采印形式电子形式备存
(b) 公司董事认合适方式编排
(3) 关纪录采电子形式备存关公司须确保该等纪录够印形式重现
(4) 某公司藉着电子形式记录相关资料备存条例规定该公司须备存公司纪录根条例施加该公司容许查阅该纪录责须视 ——
(a) 容许查阅该纪录关部分印形式复制责
(b) 查阅该纪录求容许电子方式查阅该纪录关部分责
(5) 公司违反第(1)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(6) 公司违反第(3)款该公司名责均属犯罪处第3级罚款
(7) 条中 ——
印形式 (in hard copy form) 指纸张形式够供阅读相类形式
电子形式 (in electronic form) 指电子纪录形式
655 Form of company records
(1) A company must adequately record for future reference the information required to be contained in any company records
(2) Subject to subsection (1) company records may be—
(a) kept in hard copy form or in electronic form and
(b) arranged in the manner that the directors of the company think fit
(3) If the records are kept in electronic form the company must ensure that they are capable of being reproduced in hard copy form
(4) If any company records required by this Ordinance to be kept by a company are kept by the company by recording the information in question in electronic form any duty imposed on the company under this Ordinance to allow inspection of the company records is to be regarded as a duty to allow inspection of—
(a) a reproduction of the recording or the relevant part of the recording in hard copy form or
(b) if requested by the person inspecting the recording the recording or the relevant part of the recording by electronic means
(5) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(6) If a company contravenes subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(7) In this section—
in electronic form (电子形式) means in the form of an electronic record
in hard copy form (印形式) means in a paper form or similar form capable of being read
656 采取预防措施防止揑改责
(1) 公司纪录备存方式非藉着钉装簿册作出记项公司须 ——
(a) 采取足够预防措施防止揑改
(b) 采取足够步骤利便发现揑改
(2) 公司违反第(1)款该公司名责均属犯罪处第3级罚款
656 Duty to take precautions against falsification
(1) If company records are kept otherwise than by making entries in a bound book a company—
(a) must take adequate precautions to guard against falsification and
(b) must take adequate steps to facilitate the discovery of the falsification
(2) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
657 关备存查阅公司纪录提供文副规例
(1) 财政司司长订立规例 ——
(a) 条例条文规定须作出事情公司负责作出规定 ——
(i) 备存公司纪录
(ii) 提供公司纪录供查阅
(iii) 提供公司纪录信讬契副文
(b) 订明须公司纪录信讬契缴付费
(c) 订明根条例须公司纪录信讬契订明准予公司纪录信讬契订明事情
(2) 述规例 ——
(a) 订明公司注册办事处外方作须备存公司纪录方
(b) 订明提出查阅求方式
(c) 规定公司须告知次修改登记册索引日期
(d) 查阅时间期限方式订定条文包括查阅程中情况范围准许抄印资料
(e) 界定公司查阅提供副文目摘录出示资料时该公司摘录出示该等资料性质范围方式方面求
(f) 提供公司纪录信讬契副文时限订定条文
#(g) 订明公司根第644651条行权力方式范围
(3) 条例中规定公司须备存公司纪录条文言根第(2)(a)款订立规例 ——
(a) ——
(i) 藉参该公司业务方该公司备存纪录方订明方
(ii) 方式订明方
(b) 规定非该等规例订明条件获符合否该等规例订明方备存公司纪录属遵守该条文
(c) 该条文订明方
(4) 根第(1)(2)(3)款订立规例规定 ——
(a) 某公司违反根第(1)(2)(3)款订立规例 ——
(i) 该公司
(ii) 该公司名责
均属犯罪
(b) 犯(a)段述罪行处超第5级罚款关罪行持续罪行该罪行持续期间日处超1000罚款
(c) 原讼法庭 ——
(i) 藉命令饬令公司纪录立接受查阅
(ii) 藉命令指示公司纪录信讬契副文提供予权获提供该副文
(iii) 查阅时间期限方式作出命令包括查阅程中情况范围准许抄印资料
(d) 公司纪录信讬契备存关公司外办事处(c)段述命令针该高级员雇员(话)作出
(5) 条例条文根条订立规例解释阻止公司 ——
(a) 提供该等规例规定者更广泛便利
(b) (收取费)收取低订明费费收取费
(6) 条中 ——
信讬契 (trust deed)指保证发行债权证信讬契文件
_____________________
编辑附注：
# 第657(2)(g)条尚未实施
657 Regulations about keeping and inspection of company records and provision of copies
(1) The Financial Secretary may make regulations to—
(a) provide for the obligations of a company that is required by any provision of this Ordinance—
(i) to keep any company records
(ii) to make available for inspection any company records or
(iii) to provide copies of any company records or trust deeds
(b) prescribe the fees payable in respect of company records or trust deeds and
(c) prescribe any other thing that is required or permitted to be prescribed under this Ordinance in respect of company records or trust deeds
(2) The regulations may—
(a) prescribe places other than a company’s registered office at which company records are required to be kept
(b) prescribe the manner in which a request for inspection is to be made
(c) require a company to inform a person of the most recent date on which alterations were made to a register or an index
(d) make provision as to the time duration and manner of inspection including the circumstances in which and the extent to which the copying of information is permitted in the course of inspection
(e) define what may be required of a company as regards the nature extent and manner of extracting or presenting any information for the purposes of inspection or the provision of copies
(f) make provision as to the time within which a copy of company records or a copy of a trust deed must be provided and
#(g) prescribe the manner in which and the extent to which a company may exercise the power under section 644 or 651
(3) Regulations made under subsection (2)(a) may in relation to a provision of this Ordinance requiring a company to keep any company records—
(a) prescribe a place—
(i) by reference to the company’s principal place of business or the place at which the company keeps any other records or
(ii) in any other way
(b) provide that that provision is not complied with by keeping company records at a place prescribed in the regulations unless conditions prescribed in the regulations are met and
(c) prescribe more than one place in relation to that provision
(4) Regulations made under subsection (1) (2) or (3) may provide that—
(a) if a company contravenes any of the regulations made under subsection (1) (2) or (3) an offence is committed by—
(i) the company and
(ii) every responsible person of the company
(b) a person who commits an offence mentioned in paragraph (a) is liable to a fine not exceeding level 5 and in the case of a continuing offence to a further fine not exceeding 1000 for each day during which the offence continues
(c) the Court may—
(i) by order compel an immediate inspection of company records
(ii) by order direct that a copy of company records or a copy of a trust deed be provided to a person entitled to be provided with the copy and
(iii) make any order as to the time duration and manner of inspection including the circumstances in which and the extent to which the copying of information is permitted in the course of inspection and
(d) if company records or a trust deed is kept at the office of a person other than the company concerned an order mentioned in paragraph (c) may be made against that other person and that other person’s officers and other employees (if any)
(5) Nothing in any provision of this Ordinance or in the regulations made under this section is to be construed as preventing a company—
(a) from providing more extensive facilities than are required by the regulations or
(b) if a fee may be charged from charging a lesser fee than that prescribed or none at all
(6) In this section—
trust deed (信讬契) means a trust deed or any other document securing the issue of debentures
_____________________
Editorial Note
# Section 657(2)(g) is not yet in operation
第4分部 —— 注册办事处公布公司名称
Division 4—Registered Office and Publication of Company Names
658 公司注册办事处
(1) 公司须香港设注册办事处通讯通知均致予该办事处
(2) 某公司注册法团成立表格述明拟作该公司注册办事处址该公司成立法团日期起须视注册办事处址直关该址更改通知根第(3)款交付处长止
(3) 公司注册办事处址更改该公司须更改15日符合指明格式更改通知交付处长登记
(4) 公司周年申报表包含项关公司注册办事处址陈述属履行第(3)款施加责
(5) 公司违反第(1)(3)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
658 Registered office of company
(1) A company must have a registered office in Hong Kong to which all communications and notices may be addressed
(2) The intended address of a company’s registered office stated in the incorporation form registered in respect of the company is to be regarded as the address of its registered office with effect from the date of its incorporation until a notice of change in respect of the address is delivered to the Registrar under subsection (3)
(3) If the address of a company’s registered office is changed the company must deliver to the Registrar for registration a notice of the change in the specified form within 15 days after the change
(4) The inclusion in the annual return of a company of a statement as to the address of its registered office does not satisfy the obligation imposed by subsection (3)
(5) If a company contravenes subsection (1) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
659 披露公司名称等规定
(1) 财政司司长订立规例规定公司 ——
(a) 订明位置展示订明资料
(b) 法团印章中订明类文件通讯中述明订明资料
(c) 公司业务程中公司求该提供订明资料 (2018年第35号第68条修订)
(2) 述规例 ——
(a) 订明情况规定披露关公司名称
(b) 订明资料须种方式展示述明提供订定条文
(c) 豁免公司需遵守根第(1)款订立规例规定
(3) 述规例规定披露公司名称规定言须理会须成该名称部分字词该字词准许缩写(反然)间差异
659 Requirement to disclose company name etc
(1) The Financial Secretary may make regulations to require companies—
(a) to display prescribed information in prescribed locations
(b) to state prescribed information in common seals and in prescribed descriptions of documents or communications and
(c) to provide prescribed information on request to those they deal with in the course of their business
(2) The regulations—
(a) may in prescribed circumstances require disclosure of the name of the company
(b) may make provision as to the manner in which any prescribed information is to be displayed stated or provided and
(c) may exempt a company from any requirement of the regulations made under subsection (1)
(3) The regulations may provide that for the purposes of any requirement to disclose a company’s name any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) is to be disregarded
660 作出规定披露刑事果
根第659条订立规例规定 ——
(a) 某公司违反根该条订立规例 ——
(i) 该公司
(ii) 该公司名责
均属犯罪
(b) 代关公司行事违反根该条订立规例该属犯罪
(c) 犯(a)(b)段述罪行处超第3级罚款
660 Criminal consequences of failure to make required disclosures
Regulations made under section 659 may provide that—
(a) if a company contravenes any of the regulations made under that section an offence is committed by—
(i) the company and
(ii) every responsible person of the company
(b) if any person who is acting on behalf of the company contravenes any of the regulations made under that section an offence is committed by that person and
(c) a person who commits an offence mentioned in paragraph (a) or (b) is liable to a fine not exceeding level 3
661 作出规定披露民事果
某公司高级员该公司代表签署授权代该公司签署汇票承付票批注支票汇款单定货单(关票)该公司名称没根第659条订立规例规定方式该关票中提该高级员该代表须该关票涉款项该关票持承担法律责(非该款项已该公司妥支付)
661 Civil consequence of failure to make required disclosures
If an officer of a company or a person on its behalf signs or authorizes to be signed on behalf of the company any bill of exchange promissory note endorsement cheque or order for money or goods in which the company’s name is not mentioned in the manner as required by regulations made under section 659 that officer or person is personally liable to the holder of the bill of exchange promissory note cheque or order for money or goods for the amount of it (unless it is duly paid by the company)
第5分部 —— 周年申报表
Division 5—Annual Return
662 交付周年申报表规定
(1) 私公司须年(成立法团年外)该公司申报表日期42日第(5)款指明周年申报表交付处长登记
(2) 某年言第(1)款提述关公司申报表日期该公司成立法团日该年中周年日
(3) 公众公司担保限公司须财政年度该公司申报表日期42日第(5)款指明周年申报表交付处长登记
(4) 某财政年度言第(3)款提述关公司申报表日期 ——
(a) (该公司属公众公司)该公司会计参期结束6月届满日
(b) (该公司属担保限公司)该公司会计参期结束9月届满日
(5) 条指周年申报表须符合第664条规定
(6) 公司违反第(1)(3)款该公司名责均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(7) 某裁定犯第(6)款订罪行施加惩罚外裁判官行命令该须该命令指明时间作出该先前没作出作
(8) 违反第(7)款指命令属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(9) 条中 ——
会计参期 (accounting reference period)具第368条予该词涵义
662 Requirement to deliver annual return
(1) A private company must in respect of every year (except the year of its incorporation) deliver to the Registrar for registration an annual return specified in subsection (5) within 42 days after the company’s return date
(2) The company’s return date mentioned in subsection (1) is in respect of a particular year the anniversary of the date of the company’s incorporation in that year
(3) A public company or a company limited by guarantee must in respect of every financial year deliver to the Registrar for registration an annual return specified in subsection (5) within 42 days after the company’s return date
(4) The company’s return date mentioned in subsection (3) is in respect of a particular financial year—
(a) if the company is a public company the date that is 6 months after the end of its accounting reference period and
(b) if the company is a company limited by guarantee the date that is 9 months after the end of its accounting reference period
(5) An annual return under this section must comply with the requirements under section 664
(6) If a company contravenes subsection (1) or (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(7) If a person is convicted of an offence under subsection (6) the magistrate may in addition to any penalty that may be imposed order that the person must within a time specified in the order do the act that the person has failed to do
(8) A person who contravenes an order under subsection (7) commits an offence and is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(9) In this section—
accounting reference period (会计参期) has the meaning given by section 368
663 活动公司豁免交付周年申报表规定
(1) 公司属第5(1)条指活动公司第662条适该公司
(2) 述公司进行会计交易该会计交易日期起第(1)款具效力
663 Exemption of dormant company from requirement to deliver annual return
(1) Section 662 does not apply to a company that is a dormant company under section 5(1)
(2) If such a company enters into an accounting transaction subsection (1) ceases to have effect on and after the date of the accounting transaction
664 周年申报表容
(1) 第662条指公司周年申报表须 ——
(a) 符合指明格式
(b) 关公司载该格式指明详情
(2) 局限第23条原处长施行条类公司指明格式详情
(3) 局限第(1)款原第662条指周年申报表须 ——
(a) 载附表6 指明资料
(b) 附该附表指明文件
(4) 第(3)款规定 ——
(a) 私公司根第662(1)条须某年交付周年申报表
(b) 该年中时间 ——
(i) 该公司违反章程细施加限制情况登记该公司股份转
(ii) 该公司成员数超出第11(1)(a)(ii)条指明数
(iii) 该公司邀请公众士认购该公司股份债权证
该周年申报表须改载第(5)款指明资料须附第(5)款指明文件
(5) 述资料文件 ——
(a) 附表6公众公司指明资料文件
(b) 关公司财政年度关资料文件该财政年度终结日期关周年申报表须交付年中
(6) 原讼法庭应关公司关事宜利害关系申请命令第(4) 款适该公司
(7) 原讼法庭认公正合宜条款条件作出述命令
(8) 原讼法庭非信纳事宜否作出述命令 ——
(a) 第(4)(b)(i)(ii)(iii)款述情况出现属意外
(b) 该情况出现属心失充分致
(c) 基理予宽免公正公
664 Contents of annual return
(1) A company’s annual return under section 662 must—
(a) be in the specified form and
(b) contain with respect to the company the particulars specified in the form
(2) Without limiting section 23 the Registrar may for the purposes of this section specify different forms or particulars in relation to different types of companies
(3) Without limiting subsection (1) an annual return under section 662 must—
(a) contain the information specified in Schedule 6 and
(b) be accompanied by the documents specified in that Schedule
(4) Despite subsection (3) if—
(a) an annual return is required to be delivered by a private company under section 662(1) in respect of a year and
(b) at any time during the year—
(i) the company registers any transfer of shares in the company in contravention of the restriction imposed by the company’s articles
(ii) the membership of the company exceeds the number specified in section 11(1)(a)(ii) or
(iii) the company makes an invitation to the public to subscribe for any shares or debentures of the company
the annual return must contain the information and be accompanied by the documents specified in subsection (5) instead
(5) The information and documents are—
(a) information and documents specified for the purposes of a public company in Schedule 6 and
(b) information and documents that relate to the financial year of the company ending on a date within the year in respect of which the annual return is required to be delivered
(6) The Court may on the application of the company or a person interested in the matter order that subsection (4) does not apply to the company
(7) The Court may make the order on any terms and conditions that the Court thinks just and expedient
(8) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (4)(b)(i) (ii) or (iii) was accidental
(b) it was due to inadvertence or to some other sufficient cause that the event occurred or
(c) it is just and equitable to grant the relief on other grounds
665 提述周年申报表解释
条例中提述公司份申报表提述第662条交付申报表须解释包括(确保法律延续性需范围)结算日期该条生效日期#前申报表前身条例处长递交申报表
_____________________
编辑附注：
# 生效日期：2014年3月3日
___________
665 Construction of reference to annual return
A reference in this Ordinance to a company’s last annual return or to an annual return delivered in accordance with section 662 is to be construed as including (so far as necessary to ensure the continuity of the law) a return made up to a date before the commencement date# of that section or forwarded to the Registrar in accordance with the predecessor Ordinance
_____________________
Editorial Note
# Commencement date 3 March 2014
___________
第13部
Part 13
安排合进行收购股份回购时强制购入股份
(格式变更——2013年第1号编辑修订纪录)
Arrangements Amalgamation and Compulsory Share Acquisition in Takeover and Share Buyback
(Amended ER 1 of 2013)
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
666 释义
部中 ——
子女 (child)包括继子女非婚生子女香港法律承认方式领养子女
居关系 (cohabitation relationship)指作情侣亲密关系生活两名士(性异性)间关系
回购公司 (repurchasing company)公开约言指作出该约市公司
约期 (offer period)约言指接受该约限期
666 Interpretation
In this Part—
child (子女) includes a stepchild an illegitimate child and a child adopted in any manner recognized by the law of Hong Kong
cohabitation relationship (居关系) means a relationship between 2 persons (whether of the same sex or of the opposite sex) who live together as a couple in an intimate relationship
offer period (约期) in relation to an offer means the period within which the offer can be accepted
repurchasing company (回购公司) in relation to a general offer means the listed company that makes the offer
667 联系者
(1) 部中提述约成员联系者 ——
(a) 该约成员然情况提述 ——
(i) 该约成员配偶
(ii) 该约成员处居关系
(iii) 该约成员子女
(iv) 第(ii)节指符合说明子女 ——
(A) 非该约成员子女
(B) 该约成员生活
(C) 未满18 岁
(v) 该约成员父母
(vi) 该约成员重权益法团体
(vii) 属该约成员订立收购协议方属该协议方代名
(b) 该约成员法团体情况提述 ——
(i) 该约成员属公司集团法团体
(ii) 该约成员重权益法团体
(iii) 属该约成员订立收购协议方属该协议方代名
(2) 部中提述回购公司联系者提述 ——
(a) 该回购公司属公司集团法团体
(b) 该回购公司重权益法团体
(c) 属该回购公司订立收购协议方属该协议方代名
(3) 第(1)(2)款言情况约成员回购公司属某法团体重权益 ——
(a) 该法团体众董事半数董事惯常该约成员回购公司指示指令行事
(b) 该法团体成员会该约成员回购公司权行30表决权权控制30表决权行
(4) 第(3)款中提述约成员回购公司控制行表决权包括关情况法团体控制行表决权关情况指该约成员回购公司该法团体成员会权行50表决权权控制50表决权行
(5) 第(1)(2)款言协议符合说明属收购协议 ——
(a) 该协议收购 ——
(i) 关收购约公开约关股份订立
(ii) 该等股份权益订立
(b) 该协议条文包括具效力条文：保存处置该协议方该协议取股份权益该方施加义务限制
667 Associate
(1) In this Part a reference to an associate of an offeror or member is—
(a) if the offeror or member is a natural person a reference to—
(i) the offeror’s or member’s spouse
(ii) a person who is in a cohabitation relationship with the offeror or member
(iii) a child of the offeror or member
(iv) a child of a person falling within subparagraph (ii) who—
(A) is not a child of the offeror or member
(B) lives with the offeror or member and
(C) has not attained the age of 18
(v) a parent of the offeror or member
(vi) a body corporate in which the offeror or member is substantially interested or
(vii) a person who is a party or a nominee of a party to an acquisition agreement with the offeror or member or
(b) if the offeror or member is a body corporate a reference to—
(i) a body corporate in the same group of companies as the offeror or member
(ii) a body corporate in which the offeror or member is substantially interested or
(iii) a person who is a party or a nominee of a party to an acquisition agreement with the offeror or member
(2) In this Part a reference to an associate of a repurchasing company is a reference to—
(a) a body corporate in the same group of companies as the repurchasing company
(b) a body corporate in which the repurchasing company is substantially interested or
(c) a person who is a party or a nominee of a party to an acquisition agreement with the repurchasing company
(3) For the purposes of subsections (1) and (2) an offeror member or repurchasing company is substantially interested in a body corporate if—
(a) the body corporate or its directors or a majority of its directors are accustomed to act in accordance with the directions or instructions of the offeror member or repurchasing company or
(b) the offeror member or repurchasing company is entitled to exercise or control the exercise of more than 30 of the voting power at any general meeting of the body corporate
(4) In subsection (3) a reference to voting power the exercise of which is controlled by an offeror member or repurchasing company includes voting power the exercise of which is controlled by another body corporate if the offeror member or repurchasing company is entitled to exercise or control the exercise of more than 50 of the voting power at any general meeting of that other body corporate
(5) For the purposes of subsections (1) and (2) an agreement is an acquisition agreement if—
(a) it is an agreement for the acquisition of—
(i) any of the shares to which the takeover offer or general offer relates or
(ii) an interest in those shares and
(b) it includes provisions imposing obligations or restrictions on any of the parties to it with respect to the use retention or disposal of the party’s interests in the shares acquired pursuant to the agreement
第2分部 —— 安排妥协
Division 2—Arrangements and Compromises
668 释义
(1) 分部中 ——
公司 (company)第675条外指根公司(清盘杂项条文)条例(第32章)清盘公司
安排 (arrangement)包括藉着类股份合藉着股份拆分类股份时藉着述两种方式重组公司股
(2) 公司没章程细分部中提述公司章程细处须理解组织该公司该公司组织作出规定文书
668 Interpretation
(1) In this Division—
arrangement (安排) includes a reorganization of the company’s share capital by the consolidation of shares of different classes or by the division of shares into different classes or both
company (公司) except in section 675 means a company liable to be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(2) In this Division a reference to a company’s articles in the case of a company not having articles is to be read as the instrument constituting or defining the constitution of the company
669 分部适范围
关安排妥协建议公司两者中订立分部适 ——
(a) 该公司债权类债权
(b) 该公司成员类成员
669 Application of Division
This Division applies if an arrangement or compromise is proposed to be entered into by a company with either or both of the following—
(a) the creditors or any class of the creditors of the company
(b) the members or any class of the members of the company
670 原讼法庭命令召开债权成员会议
(1) 原讼法庭应款目提出申请 ——
(a) 命令原讼法庭指示方式召开第(2)(a)款指明会议第(2)(b)款指明会议召开述两者(视属情况定)
(b) 第674(4)条目宣布某根该条获指明士
(2) 述会议 ——
(a) ——
(i) 关安排妥协建议关公司债权订立情况该等债权会议
(ii) 关安排妥协建议关公司某类债权订立情况该类债权会议
(b) ——
(i) 关安排妥协建议关公司成员订立情况该等成员会议
(ii) 关安排妥协建议关公司某类成员订立情况该类成员会议
(3) 第(4)款规定外第(1)款目提出申请士提出 ——
(a) (属债权会议)关公司该等债权
(b) (属某类债权会议)关公司该类债权
(c) (属成员会议) 关公司该等成员
(d) (属某类成员会议)关公司该类成员
(4) 关公司正进行清盘第(1)款目提出申请清盘时清盘提出
(5) 第(1)款目提出申请须循简易程序方式提出
670 Court may order meeting of creditors or members to be summoned
(1) The Court may on application made for the purposes of this subsection—
(a) order a meeting specified in subsection (2)(a) or a meeting specified in subsection (2)(b) or both (as the case may be) to be summoned in any manner that the Court directs and
(b) for the purposes of section 674(4) declare a person to be a person specified under that section
(2) The meeting is—
(a) if the arrangement or compromise is proposed to be entered into—
(i) with the creditors of the company a meeting of those creditors or
(ii) with a class of the creditors of the company a meeting of that class of creditors and
(b) if the arrangement or compromise is proposed to be entered into—
(i) with the members of the company a meeting of those members or
(ii) with a class of the members of the company a meeting of that class of members
(3) Subject to subsection (4) an application for the purposes of subsection (1) may be made only by—
(a) in the case of a meeting of creditors the company or any of the creditors
(b) in the case of a meeting of a class of creditors the company or any creditor of that class
(c) in the case of a meeting of members the company or any of the members or
(d) in the case of a meeting of a class of members the company or any member of that class
(4) If the company is being wound up an application for the purposes of subsection (1) may be made only by the liquidator or provisional liquidator
(5) An application for the purposes of subsection (1) must be made in a summary way
671 须债权成员发出提供说明陈述
(1) 根第670条召开会议 ——
(a) 份送交债权成员召开该会议通知均须附项符合第(3)(4)款说明陈述
(b) 份藉广告形式予召开该会议通知 ——
(i) 均须包括项符合第(3)(4)款说明陈述
(ii) 均须述明权出席该会议债权成员处取该陈述文
(2) 藉广告形式予通知述明权出席关会议债权成员取说明陈述文债权成员该通知指明方式提出申请关公司须该债权成员免费提供该陈述文
(3) 述说明陈述 ——
(a) 须解释关安排妥协效力
(b) 须述明 ——
(i) 关公司董事(该公司董事成员债权身分身分)根该安排妥协具具相分量利害关系
(ii) 该安排妥协该等利害关系影响限该影响异类似利害关系影响情况
(4) 关安排妥协影响公司债权证持权利关说明陈述须保证发行债权证契受讬予解释该解释须类似该陈述须述董事予解释
(5) 第(1)(2)款遭违反均属犯罪 ——
(a) 关公司
(b) 关公司名责
(c) 关公司授权准许参没采取切合理步骤防止该违例事项清盘时清盘
(d) 授权准许参没采取切合理步骤防止违反该款保证发行关公司债权证契受讬
(6) 犯第(5)款订罪行处第5级罚款
(7) 某违反第(1)款控犯第(5)款订罪行确立违反第(1)款(该关公司董事关公司债权证持受讬)拒绝提供关该利害关系需详情引致属免责辩护
671 Explanatory statements to be issued or made available to creditors or members
(1) If a meeting is summoned under section 670—
(a) every notice summoning the meeting that is sent to a creditor or member must be accompanied by an explanatory statement complying with subsections (3) and (4) and
(b) every notice summoning the meeting that is given by advertisement—
(i) must include an explanatory statement complying with subsections (3) and (4) or
(ii) must state where and how a creditor or member entitled to attend the meeting may obtain a copy of the explanatory statement
(2) If a notice given by advertisement states that a creditor or member entitled to attend the meeting may obtain a copy of an explanatory statement the company must provide a copy of the statement free of charge to a creditor or member applying in the manner specified in the notice
(3) An explanatory statement—
(a) must explain the effect of the arrangement or compromise and
(b) must state—
(i) any material interests of the company’s directors whether as directors or as members or as creditors of the company or otherwise under the arrangement or compromise and
(ii) the effect of the arrangement or compromise on those interests in so far as the effect is different from the effect on the like interests of other persons
(4) If the arrangement or compromise affects the rights of the company’s debenture holders an explanatory statement must give the like explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the directors
(5) If subsection (1) or (2) is contravened all of the following commit an offence—
(a) the company
(b) every responsible person of the company
(c) a liquidator or provisional liquidator of the company who authorizes or permits participates in or fails to take all reasonable steps to prevent the contravention
(d) a trustee of a deed for securing the issue of the company’s debentures who authorizes or permits participates in or fails to take all reasonable steps to prevent the contravention
(6) A person who commits an offence under subsection (5) is liable to a fine at level 5
(7) If a person is charged with an offence under subsection (5) for a contravention of subsection (1) it is a defence to establish that the contravention was due to the refusal of another person who was a director of the company or a trustee for debenture holders of the company to supply the necessary particulars of that other person’s interests
672 董事受讬须通知公司关安排妥协利害关系等
(1) 根第670条召开会议关公司董事关公司债权证持受讬须该公司予关该董事受讬第671条目言属必需事宜通知
(2) 违反第(1)款属犯罪处第5级罚款
672 Directors and trustees must notify company of interests under arrangement or compromise etc
(1) If a meeting is summoned under section 670 a director of the company or a trustee for its debenture holders must give notice to the company of any matter relating to the director or trustee that may be necessary for the purposes of section 671
(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 5
673 原讼法庭认许安排妥协
(1) 建议债权某类债权订立安排妥协建议成员某类成员订立安排妥协建议兼述两者订立安排妥协该等该名士意该安排妥协条适
(2) 原讼法庭应款目提出申请认许关安排妥协
(3) 第(4)款规定外第(2)款目提出申请士提出 ——
(a) (属建议公司债权订立安排妥协) 该公司该等债权
(b) (属建议公司某类债权订立安排妥协)该公司该类债权
(c) (属建议公司成员订立安排妥协)该公司该等成员
(d) (属建议公司某类成员订立安排妥协)该公司该类成员
(4) 关公司正进行清盘第(2)款目提出申请清盘时清盘提出
(5) 获原讼法庭根第(2)款认许安排妥协具约束力 ——
(a) 关公司( 关公司正进行清盘) 关公司清盘时清盘分担
(b) 属该安排妥协建议订立方债权某类债权成员某类成员述两者
(6) 处长根第2部原讼法庭根第(2)款作出命令正式文登记前该命令没效力
(7) 原讼法庭命令修订关公司章程细修订第622条适决议协议第(6)款目交付处长登记该命令正式文须附修订该章程细修订该决议协议文
(8) 第(7)款遭违反关公司名责均属犯罪处第3级罚款
673 Court may sanction arrangement or compromise
(1) This section applies if the creditors or the class of creditors or the members or the class of members or both with whom the arrangement or compromise is proposed to be entered into agree or agrees to the arrangement or compromise
(2) The Court may on application made for the purposes of this subsection sanction the arrangement or compromise
(3) Subject to subsection (4) an application for the purposes of subsection (2) may be made only by—
(a) in the case of an arrangement or compromise proposed to be entered into with the creditors of a company the company or any of the creditors
(b) in the case of an arrangement or compromise proposed to be entered into with a class of creditors of a company the company or any creditor of that class
(c) in the case of an arrangement or compromise proposed to be entered into with the members of a company the company or any of the members or
(d) in the case of an arrangement or compromise proposed to be entered into with a class of members of a company the company or any member of that class
(4) If the company is being wound up an application for the purposes of subsection (2) may be made only by the liquidator or provisional liquidator
(5) An arrangement or compromise sanctioned by the Court under subsection (2) is binding—
(a) on the company or if the company is being wound up on the liquidator or provisional liquidator and contributories of the company and
(b) on the creditors or the class of creditors or the members or the class of members or both with whom the arrangement or compromise is proposed to be entered into
(6) An order made by the Court under subsection (2) has no effect until an office copy of the order is registered by the Registrar under Part 2
(7) If the order of the Court amends the company’s articles or any resolution or agreement to which section 622 applies the office copy of that order delivered to the Registrar for registration for the purposes of subsection (6) must be accompanied by a copy of those articles or the resolution or agreement as amended
(8) If subsection (7) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
674 补充第673(1)条条文：安排妥协表示意
(1) 第673(1)条言 ——
(a) 情况关债权属意关安排妥协︰根第670条召开债权会议出席该会议投票(亲身出席投票委派代表出席投票)债权中占中价值少75半数债权意该安排妥协
(b) 情况关类债权属意关安排妥协︰根第670条召开该类债权会议出席该会议投票(亲身出席投票委派代表出席投票) 该类债权中占中价值少75半数债权意该安排妥协
(c) 第(2)(a)款规定外情况关成员属意关安排妥协 ——
(i) 根第670条召开成员会议出席该会议投票(亲身出席投票委派代表出席投票)成员中占持中少75表决权成员意该安排妥协
(ii) 原讼法庭命令外该会议出席该会议投票(亲身出席投票委派代表出席投票)半数成员意该安排妥协
(d) 第(2)(b)款规定外情况关类成员属意关安排妥协 ——
(i) 根第670条该类成员召开会议出席投票(亲身出席投票委派代表出席投票)该类成员中占持中少75表决权成员意该安排妥协
(ii) 原讼法庭命令外该会议出席该会议投票(亲身出席投票委派代表出席投票)该类半数成员意该安排妥协
(2) 然关安排涉属第707条指公开约涉收购约 ——
(a) 情况关成员属意该安排 ——
(i) 根第670条召开成员会议出席该会议投票(亲身出席投票委派代表出席投票)成员中占持中少75表决权成员意该安排
(ii) 该会议该安排投反票占关公司利害关系股份附总表决权超10
(b) 情况关类成员属意该安排 ——
(i) 根第670条该类成员召开会议出席该会议投票(亲身出席投票委派代表出席投票)该类成员中占持中少75表决权成员意该安排
(ii) 该会议该安排投反票占关公司属该类利害关系股份附总表决权超10
(3) 第(2)款中 ——
利害关系股份 (disinterested shares)指 ——
(a) (属收购约情况)股份外关公司股份 ——
(i) 关约持股份代名代表该约持股份
(ii) 该约联系者持股份(该属第667(1)(a)(vii)(b)(iii)条指者属第(4)款指明士属例外)
(iii) 属该约订立第667(5)条指收购协议方(第(4)款指明士外)持股份代名根该收购协议代表该持股份
(b) (属公开约情况)股份外该公司股份 ——
(i) 第705(1)条界定售股成员持股份代名代表该成员持股份
(ii) 该等售股成员联系者持股份(该属第667(1)(a)(vii)(b)(iii)条指者属第(4)款指明士属例外)
(iii) 代名代表关回购公司持股份
(iv) 该等回购公司联系者持股份(该属第667(2)(c)条指者属第(4)款指明士属例外)
(v) 属该等售股成员回购公司订立该等收购协议方(第(4)款指明士外)持股份代名根该收购协议代表该持股份
(4) 第(3)款中利害关系股份定义中(a)(ii)(iii)(b)(ii)(iv)(v)段目指明士：获原讼法庭根第670(1)(b)条宣布属条指指明士
(5) 第(2)(3)款言 ——
(a) 情况收购某公司股份作出约属收购约 ——
(i) 该约容收购该公司股份类股份中股份(该约日期约持股份外)
(ii) 该约 ——
(A) 关类股份该约关股份言该约条款相
(B) 关类股份该约关类股份中股份言该约条款相
(b) 根某约取消某公司股份提供代价情况该约属收购约 ——
(i) 根该约代价取消该公司股份外股份提供取消该公司类股份中股份外股份提供 ——
(A) 该约日期约持股份
(B) 关约文件中指明会根该约取消股份
(C) 该约日期居某方成员持股份该约违反该方法律
(ii) 该约 ——
(A) 关类股份该约关股份言该约条款相
(B) 关类股份该约关类股份中股份言该约条款相
(6) 第(5)款中 ——
股份 (shares)指关约日期已配发股份
(7) 第(5)(a)(i)(b)(i)款中提述约持股份 ——
(a) 包括该约已订立合约承诺条件收购承诺某条件获符合前提收购股份
(b) 包括属符合说明合约标股份 ——
(i) 该合约该约关公司股份持订立目确保该约作出时该持会接受该约
(ii) 该合约订立没代价藉契订立订立该合约收取代价属微足道订立该合约收取代价包含该约作出该约承诺
(8) 第(5)(a)(ii)(b)(ii)款言某约关股份某类股份股份言较早配发股份提供代价价值较配发股份提供代价价值符合条件该约条款须视关股份言相 ——
(a) 股份附获某项股息权利类股份时间配发附该权利
(b) 该代价价值差纯粹反映述获股息权利分
(c) 非该代价价值差关关股份约条款便会相
(9) 第(5)(a)(ii) (b)(ii) 款言某约关股份某类股份股份言提供代价形式符合条件该约条款须视关股份言相 ——
(a) 香港外某方法律准许提供该约条款指明形式代价该方法律规定非约符合某约够符合约视分严苛条件否准许提供该形式代价
(b) 某提供指明形式代价获准许形式代价该提供
(c) 该够收取该形式致相等价值代价
(d) 非代价形式分关关股份约条款便会相
(10) 第(5)款规定收购约关股份中包括会该约日期该约指明日期前配发股份
(11) 第(2)(3)(4)(5)(6)(7)(8)(9)(10)款中提述公司股份包括 ——
(a) 转换该公司股份债权证
(b) 转换该公司股份予持认购该公司股份权利该公司证券
述款适该等债权证证券犹该等债权证证券该公司独立类股份中提述成员股份持处须理解
674 Provision supplementary to section 673(1) agreement to arrangement or compromise
(1) For the purposes of section 673(1)—
(a) the creditors agree to the arrangement or compromise if at a meeting of the creditors summoned under section 670 a majority in number representing at least 75 in value of the creditors present and voting in person or by proxy agree to the arrangement or compromise
(b) a class of creditors agrees to the arrangement or compromise if at a meeting of the class of creditors summoned under section 670 a majority in number representing at least 75 in value of the class of creditors present and voting in person or by proxy agree to the arrangement or compromise
(c) subject to subsection (2)(a) the members agree to the arrangement or compromise if at a meeting of the members summoned under section 670—
(i) members representing at least 75 of the voting rights of the members present and voting in person or by proxy agree to the arrangement or compromise and
(ii) unless the Court orders otherwise a majority in number of the members present and voting in person or by proxy agree to the arrangement or compromise and
(d) subject to subsection (2)(b) a class of members agrees to the arrangement or compromise if at a meeting of the class of members summoned under section 670—
(i) members representing at least 75 of the voting rights of the class of members present and voting in person or by proxy agree to the arrangement or compromise and
(ii) unless the Court orders otherwise a majority in number of the class of members present and voting in person or by proxy agree to the arrangement or compromise
(2) However where the arrangement involves a general offer within the meaning of section 707 or a takeover offer—
(a) the members agree to the arrangement if—
(i) at a meeting of the members summoned under section 670 members representing at least 75 of the voting rights of the members present and voting in person or by proxy agree to the arrangement and
(ii) the votes cast against the arrangement at the meeting do not exceed 10 of the total voting rights attached to all disinterested shares in the company
(b) a class of members agrees to the arrangement if—
(i) at a meeting of the class of members summoned under section 670 members representing at least 75 of the voting rights of the class of members present and voting in person or by proxy agree to the arrangement and
(ii) the votes cast against the arrangement at the meeting do not exceed 10 of the total voting rights attached to all disinterested shares of the class in the company
(3) In subsection (2)—
disinterested shares (利害关系股份) means—
(a) in the case of a takeover offer shares in the company other than those held—
(i) by the offeror or by a nominee on behalf of the offeror
(ii) by an associate of the offeror (except a person who falls within section 667(1)(a)(vii) or (b)(iii) or a person specified in subsection (4)) or
(iii) by a person who is a party to an acquisition agreement within the meaning of section 667(5) with the offeror (except a person specified in subsection (4)) or by a nominee on behalf of the person under the acquisition agreement
(b) in the case of a general offer shares in the company other than those held—
(i) by a nontendering member as defined by section 705(1) or by a nominee on behalf of the member
(ii) by an associate of such a nontendering member (except a person who falls within section 667(1)(a)(vii) or (b)(iii) or a person specified in subsection (4))
(iii) by a nominee on behalf of the repurchasing company
(iv) by an associate of such a repurchasing company (except a person who falls within section 667(2)(c) or a person specified in subsection (4)) or
(v) by a person who is a party to such an acquisition agreement with such a nontendering member or repurchasing company (except a person specified in subsection (4)) or by a nominee on behalf of the person under the acquisition agreement
(4) The person specified for the purposes of paragraph (a)(ii) and (iii) and (b)(ii) (iv) and (v) of the definition of disinterested shares in subsection (3) is a person declared under section 670(1)(b) to be a person specified under this section
(5) For the purposes of subsections (2) and (3)—
(a) an offer to acquire shares in a company is a takeover offer if—
(i) it is an offer to acquire all the shares or all the shares of any class in the company except those that at the date of the offer are held by the offeror and
(ii) the terms of the offer are the same—
(A) where the offer does not relate to shares of different classes in relation to all the shares to which the offer relates or
(B) where the offer relates to shares of different classes in relation to all the shares of each class to which the offer relates and
(b) an offer under which consideration is provided for the cancellation of shares in a company is also a takeover offer if—
(i) it is an offer under which consideration is provided for the cancellation of all the shares or all the shares of any class in the company except—
(A) those that at the date of the offer are held by the offeror
(B) those that are specified in the offer document as shares that are not to be cancelled under the offer and
(C) those that at the date of the offer are held by a member residing in a place where such an offer is contrary to the law of the place and
(ii) the terms of the offer are the same—
(A) where the offer does not relate to shares of different classes in relation to all the shares to which the offer relates or
(B) where the offer relates to shares of different classes in relation to all the shares of each class to which the offer relates
(6) In subsection (5)—
shares (股份) means shares that have been allotted on the date of the offer
(7) In subsection (5)(a)(i) and (b)(i) a reference to shares that are held by an offeror—
(a) includes shares that the offeror has contracted unconditionally or subject to conditions being satisfied to acquire but
(b) excludes shares that are the subject of a contract—
(i) entered into by the offeror with a holder of shares in the company in order to secure that the holder will accept the offer when it is made and
(ii) entered into for no consideration and by deed for consideration of negligible value or for consideration consisting of a promise by the offeror to make the offer
(8) For the purposes of subsection (5)(a)(ii) and (b)(ii) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the value of consideration offered for the shares allotted earlier as against the value of consideration offered for those allotted later the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) shares carry an entitlement to a particular dividend that other shares of the same class by reason of being allotted at a different time do not carry
(b) the difference in value of consideration merely reflects that difference in entitlement to dividend and
(c) but for the difference in the value of consideration the terms of the offer would be the same in relation to all the shares concerned
(9) For the purposes of subsection (5)(a)(ii) and (b)(ii) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the form of consideration offered the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) the law of a place outside Hong Kong precludes an offer of consideration in the form specified in the terms of the offer or precludes it except after compliance by the offeror with conditions with which the offeror is unable to comply or that the offeror regards as unduly onerous
(b) consideration in another form is offered to a person to whom an offer of consideration in the specified form is so precluded
(c) the person is able to receive consideration in that other form that is of substantially equivalent value and
(d) but for the difference in the form of consideration the terms of the offer would be the same in relation to all the shares concerned
(10) Despite subsection (5) a takeover offer may include among the shares to which it relates shares that will be allotted after the date of the offer but before a date specified in the offer
(11) In subsections (2) (3) (4) (5) (6) (7) (8) (9) and (10) a reference to shares in a company includes—
(a) debentures that are convertible into shares in the company and
(b) securities of the company that are convertible into or entitle the holder to subscribe for shares in the company
Those subsections apply to those debentures or securities as if they were shares of a separate class of the company and a reference to a member or a holder of shares in those subsections is to be read accordingly
675 原讼法庭促成重组合额外权力
(1) 情况条适 ——
(a) 第673(2)条目提出申请求认许某安排妥协
(b) 已原讼法庭证明 ——
(i) 该安排妥协建议重组间间公司合2间2间公司计划作出该计划关连情况建议作出
(ii) 该计划该计划涉公司财产业务该财产业务部分会转公司
(2) 原讼法庭认许关安排妥协藉命令作出命令事宜作出规定 ——
(a) 出财产业务法律责部分转予受
(b) 受配发拨付根该安排妥协须该受配发拨予股份债权证保险单类似权益须该受作出配发拨付股份债权证保险单类似权益
(c) 出提起针出决法律程序受继续进行继续针受进行
(d) 出需清盘予解散
(e) 原讼法庭指示时限原讼法庭指示方式该安排妥协提出异议作出规定
(f) 财产权益转配发予关涉该安排妥协
(g) 确保关重组合充分效实行需附带相应补充事宜
(3) 根第(2)款作出命令财产转作出规定 ——
(a) 该财产该命令转予属受
(b) (该命令指示)该财产属受关安排妥协停止效押记规限
(4) 根第(2)款作出命令法律责转作出规定该法律责该命令转予受成受法律责
(5) 原讼法庭藉命令第(2)款指事宜作出规定处长根第2部该命令正式文登记前该命令意作出该规定范围没效力
(6) 原讼法庭命令修订关公司章程细修订第622条适决议协议第(5)款目交付处长登记该命令正式文须附修订该章程细修订该决议协议文
(7) 第(6)款遭违反关公司名责均属犯罪处第3级罚款
(8) 条中 ——
出 (transferor)重组合计划目建议作出安排妥协言指根该计划身财产业务法律责部分转予公司公司
受 (transferee)重组合计划目建议作出安排妥协言指会根该计划接受公司转财产业务法律责部分公司
法律责 (liabilities)包括 ——
(a) 属性质根法律转代执行责
(b) 种类责
财产 (property)包括 ——
(a) 属性质根法律转代执行权利权力
(b) 种类权利权力
(编辑修订——2013年第1号编辑修订纪录)
675 Court’s additional powers to facilitate reconstruction or amalgamation
(1) This section applies if—
(a) an application is made for the purposes of section 673(2) to sanction the arrangement or compromise and
(b) it is shown to the Court that—
(i) the arrangement or compromise is proposed for the purpose of or in connection with a scheme for the reconstruction of one or more companies or for the amalgamation of 2 or more companies and
(ii) under the scheme the property or undertaking of any company concerned in the scheme or any part of that property or undertaking is to be transferred to another company
(2) If the Court sanctions the arrangement or compromise it may by the order or a subsequent order make provision for any or all of the following—
(a) the transfer of the transferor’s property undertaking or liabilities or any part of it or them to the transferee
(b) the allotting or appropriation by the transferee of any shares debentures policies or other like interests in the transferee which under the arrangement or compromise are to be allotted or appropriated by the transferee to or for any person
(c) the continuation by or against the transferee of any legal proceedings pending by or against the transferor
(d) the dissolution without winding up of the transferor
(e) the provision to be made for any person who within the time and in the manner that the Court directs dissents from the arrangement or compromise
(f) the transfer or allotting of any interest in property to any person concerned in the arrangement or compromise
(g) any incidental consequential and supplemental matters that are necessary to ensure that the reconstruction or amalgamation is fully and effectively carried out
(3) If an order provides for the transfer of property under subsection (2)—
(a) the property is by virtue of the order transferred to and vests in the transferee and
(b) where the order so directs the property vests freed from any charge that is to cease to have effect by virtue of the arrangement or compromise
(4) If an order provides for the transfer of liabilities under subsection (2) the liabilities are by virtue of the order transferred to and become liabilities of the transferee
(5) If the Court by an order makes provision for any matter under subsection (2) the order has no effect to the extent to which it purports to make the provision until an office copy of the order is registered by the Registrar under Part 2
(6) If the order of the Court amends the company’s articles or any resolution or agreement to which section 622 applies the office copy of that order delivered to the Registrar for registration for the purposes of subsection (5) must be accompanied by a copy of those articles or the resolution or agreement as amended
(7) If subsection (6) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
(8) In this section—
liabilities (法律责) includes—
(a) duties of a personal character and incapable of being assigned or performed vicariously under the law and
(b) duties of any other description
property (财产) includes—
(a) rights and powers of a personal character and incapable of being assigned or performed vicariously under the law and
(b) rights and powers of any other description
transferee (受) in relation to an arrangement or compromise proposed for the purpose of a scheme of reconstruction or amalgamation means the company to which another company’s property undertaking or liabilities or any part of it or them is to be transferred under the scheme
transferor (出) in relation to an arrangement or compromise proposed for the purpose of a scheme of reconstruction or amalgamation means the company whose property undertaking or liabilities or any part of it or them is to be transferred to another company under the scheme
676 原讼法庭命令支付讼费
(1) 第673(2)条目提出申请求原讼法庭作出命令认许属第674(2)条指安排条适该申请
(2) 成员关安排提出异议反关申请招致讼费会反关申请招致讼费原讼法庭该等讼费作出认合适命令
(3) 述命令规定关公司关申请方须关成员招致会招致讼费该成员作出弥偿
(4) 原讼法庭须信纳关成员反关申请真诚行事合理理反方根条讼费(包括关弥偿规定)作出利该成员命令
(5) 关成员关申请提出反属琐屑聊理缠扰情况原讼法庭方根条作出饬令该成员支付讼费命令
676 Court may order costs
(1) This section applies in relation to an application made for the purposes of section 673(2) for an order of the Court sanctioning an arrangement that falls within section 674(2)
(2) The Court may make any order that it thinks fit about the costs incurred or to be incurred by a member who dissents from the arrangement in opposing the application
(3) An order may require the company or any other party to the application to indemnify the member against the costs incurred or to be incurred by the member
(4) The Court may only make an order about costs (including the requirement as to indemnification) under this section in favour of the member if it is satisfied that the member was acting in good faith in and had reasonable grounds for opposing the application
(5) The Court may only make an order about costs under this section against the member if the member’s opposition to the application is frivolous or vexatious
677 公司章程细须附原讼法庭命令
(1) 原讼法庭第673675条目作出命令公司发出份公司章程细文均须附该命令文该命令效力该命令关安排妥协效力已藉更改该章程细纳入该章程细须附该命令文
(2) 第(1)款遭违反关公司名责均属犯罪处第3级罚款
677 Company’s articles to be accompanied by order of Court
(1) Every copy of the company’s articles issued by the company after an order is made for the purposes of section 673 or 675 must be accompanied by a copy of the order unless the effect of the order and the effect of the arrangement or compromise to which the order relates has been incorporated into the articles by alteration to those articles
(2) If subsection (1) is contravened the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
第3分部 —— 集团公司合
Division 3—Amalgamation of Companies within Group
678 释义
(1) 分部中某公司成员 ——
(a) 法团体
(b) 法团体代名
(c) 法团体全资附属公司
(d) 该附属公司代名
外成员该公司属该法团体全资附属公司 (2018年第35号第69条修订)
(2) 分部指注销股份第5部言属减低股
(3) 分部言批准第680(1)681(1)条述合决议属已获批准合建议
678 Interpretation
(1) In this Division a company is a wholly owned subsidiary of another body corporate if it has no members except— (Amended 35 of 2018 s 69)
(a) that other body corporate
(b) a nominee of that other body corporate
(c) a wholly owned subsidiary of that other body corporate or
(d) a nominee of that subsidiary (Amended 35 of 2018 s 69)
(2) A cancellation of shares under this Division is not a reduction of share capital for the purposes of Part 5
(3) For the purposes of this Division a resolution approving an amalgamation mentioned in section 680(1) or 681(1) is an amalgamation proposal that has been approved
679 偿付力陈述
(1) 分部中提述合公司董事作出偿付力陈述提述第(2)款指明时间前作出述明事宜陈述 ——
(a) 该等董事认 ——
(i) 作出该陈述日期没认定该合公司偿付债项理
(ii) 合公司会力偿付紧接合生效日期12月期间期债项
(b) 作出该陈述日期 ——
(i) 没项 ——
(A) 该合公司设立浮动押记
(B) 该合公司某类资产设立抵押该抵押权益未扣押该等资产
(ii) 述浮动押记抵押名该押记抵押享权利均已书面意关合建议
(2) ——
(a) 关合拟藉成员会投票通决议批准施行第(1)款指明时间该会日期
(b) 关合拟藉书面决议批准施行第(1)款指明时间该决议传阅日期
(3) 关董事第(1)(a)(ii)款目出意见前须考虑关合公司债务(包括负债预期债项)
(4) 第(2)(b)款中 ——
传阅日期 (circulation date)具第547(1)条予该词涵义
679 Solvency statement
(1) In this Division a reference to a solvency statement made by the directors of an amalgamating company is a reference to a statement made before the time specified in subsection (2) that—
(a) in the directors’ opinion—
(i) as at the date of the statement there is no ground on which the amalgamating company could be found to be unable to pay its debts and
(ii) the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective and
(b) as at the date of the statement—
(i) none of the following exists—
(A) any floating charge created by the amalgamating company
(B) any other security created by the amalgamating company over a class of assets to any of which the security interest has not attached or
(ii) there exists such a floating charge or other security and each person entitled to the charge or security has consented in writing to the amalgamation proposal
(2) The time specified for the purposes of subsection (1) is—
(a) if the amalgamation is to be approved by a resolution passed on a poll at a general meeting the date of the meeting or
(b) if the amalgamation is to be approved by a written resolution the circulation date of the resolution
(3) In forming an opinion for the purposes of subsection (1)(a)(ii) the directors must take into account all the liabilities of the amalgamated company (including contingent and prospective liabilities)
(4) In subsection (2)(b)—
circulation date (传阅日期) has the meaning given by section 547(1)
680 合
(1) 公司(合控权公司)间间全资附属公司合作间公司继续存前提 ——
(a) 合控权公司成员批准第(2)款指明条款进行该合
(b) 间合附属公司成员均批准第(2)款指明条款进行该合
(2) 述条款 ——
(a) 间合附属公司股份会没支付款项代价注销
(b) 合公司章程细会合控权公司章程细相
(c) 间合公司董事 ——
(i) 均信纳作出偿付力陈述日期没认定该合公司偿付债项理
(ii) 均考虑合公司债务(包括负债预期债项) 信纳合公司会力偿付紧接合生效日期12月期间期该公司债项
(d) 间合公司董事均确认作出偿付力陈述日期 ——
(i) 没项 ——
(A) 该合公司设立浮动押记
(B) 该合公司某类资产设立抵押该抵押权益未扣押该等资产
(ii) 述浮动押记抵押名该押记抵押享权利均已书面意关合建议
(e) 关决议指名会合公司董事
(3) 第(1)(a)款指批准须藉关公司成员会投票通特决议取藉书面决议取
(4) 第(1)(b)款指批准须藉关公司成员会投票通特决议取藉书面决议取
(5) 非间合公司均股份限公司否条适
680 Vertical amalgamation
(1) A company (amalgamating holding company) and one or more of its wholly owned subsidiaries may amalgamate and continue as one company if—
(a) the members of the amalgamating holding company approve the amalgamation on the terms specified in subsection (2) and
(b) the members of each of the amalgamating subsidiaries approve the amalgamation on the terms specified in subsection (2)
(2) The terms are—
(a) that the shares of each of the amalgamating subsidiaries will be cancelled without payment or other consideration
(b) that the articles of the amalgamated company will be the same as the articles of the amalgamating holding company
(c) that the directors of each amalgamating company—
(i) are satisfied that as at the date of the solvency statement made by them there is no ground on which the amalgamating company could be found to be unable to pay its debts and
(ii) after taking into account all the liabilities of the amalgamated company (including contingent and prospective liabilities) are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective
(d) that the directors of each amalgamating company have confirmed that as at the date of the solvency statement made by them—
(i) none of the following exists—
(A) any floating charge created by the amalgamating company
(B) any other security created by the amalgamating company over a class of assets to any of which the security interest has not attached or
(ii) there exists such a floating charge or other security and each person entitled to the charge or security has consented in writing to the amalgamation proposal
(e) that the person or persons named in the resolution will be the director or directors of the amalgamated company
(3) An approval for the purposes of subsection (1)(a) must be obtained by a special resolution of the company passed on a poll at a general meeting but not by a written resolution
(4) An approval for the purposes of subsection (1)(b) must be obtained by a special resolution of the company passed on a poll at a general meeting or by a written resolution
(5) This section does not apply unless each amalgamating company is a company limited by shares
681 横合
(1) 某法团体2间2间全资附属公司合作间公司继续存前提间合公司成员均批准第(2)款指明条款进行该合 (2018年第35号第70条修订)
(2) 述条款 ——
(a) 中间合公司股份外合公司股份会没支付款项代价注销
(b) 合公司章程细会股份没注销合公司章程细相
(c) 间合公司董事 ——
(i) 均信纳作出偿付力陈述日期没认定该合公司偿付债项理
(ii) 均考虑合公司债务(包括负债预期债项)信纳合公司会力偿付紧接合生效日期12月期间期该公司债项
(d) 间合公司董事均确认作出偿付力陈述日期 ——
(i) 没项 ——
(A) 该合公司设立浮动押记
(B) 该合公司某类资产设立抵押该抵押权益未扣押该等资产
(ii) 述浮动押记抵押名该押记抵押享权利均已书面意关合建议
(e) 关决议指名会合公司董事
(3) 第(1)款指批准须藉合公司成员会投票通特决议取藉书面决议取
(4) 非间合公司均股份限公司否条适
681 Horizontal amalgamation
(1) Two or more of the wholly owned subsidiaries of a body corporate may amalgamate and continue as one company if the members of each amalgamating company approve the amalgamation on the terms specified in subsection (2) (Amended 35 of 2018 s 70)
(2) The terms are—
(a) that the shares of all but one of the amalgamating companies will be cancelled without payment or other consideration
(b) that the articles of the amalgamated company will be the same as the articles of the amalgamating company whose shares are not cancelled
(c) that the directors of each amalgamating company—
(i) are satisfied that as at the date of the solvency statement made by them there is no ground on which the amalgamating company could be found to be unable to pay its debts and
(ii) after taking into account all the liabilities of the amalgamated company (including contingent and prospective liabilities) are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective
(d) that the directors of each amalgamating company have confirmed that as at the date of the solvency statement made by them—
(i) none of the following exists—
(A) any floating charge created by the amalgamating company
(B) any other security created by the amalgamating company over a class of assets to any of which the security interest has not attached or
(ii) there exists such a floating charge or other security and each person entitled to the charge or security has consented in writing to the amalgamation proposal
(e) that the person or persons named in the resolution will be the director or directors of the amalgamated company
(3) An approval for the purposes of subsection (1) must be obtained by a special resolution of the amalgamating company passed on a poll at a general meeting or by a written resolution
(4) This section does not apply unless each amalgamating company is a company limited by shares
682 合公司董事须建议合事通知抵押债权
(1) 第680681条指间合公司言 ——
(a) 关合拟藉成员会投票通决议批准该公司董事须该会日期前少21日遵守第(2)款
(b) 关合拟藉书面决议批准该公司董事须该决议传阅日期前遵守第(2)款
(2) 述董事 ——
(a) 须建议合事关合公司名抵押债权发出书面通知
(b) 须关建议合事公告香港广泛流通份英文报章份中文报章刊登
(3) 合公司董事违反第(1)款名董事均属犯罪处第3级罚款
(4) 第(1)(b)款中 ——
传阅日期 (circulation date)具第547(1)条予该词涵义
682 Directors of amalgamating company must notify secured creditors of proposed amalgamation
(1) The directors of each amalgamating company under section 680 or 681 must comply with subsection (2)—
(a) if the amalgamation is to be approved by a resolution passed on a poll at a general meeting at least 21 days before the date of the meeting or
(b) if the amalgamation is to be approved by a written resolution on or before the circulation date of the resolution
(2) Those directors—
(a) must give written notice of the proposed amalgamation to every secured creditor of the amalgamating company and
(b) must publish notice of the proposed amalgamation in an English language newspaper and a Chinese language newspaper circulating generally in Hong Kong
(3) If the directors of an amalgamating company contravene subsection (1) each of them commits an offence and is liable to a fine at level 3
(4) In subsection (1)(b)—
circulation date (传阅日期) has the meaning given by section 547(1)
683 合公司董事须偿付力陈述发出证明书
(1) 表决赞成作出偿付力陈述合公司名董事均须发出证明书 ——
(a) 述明 ——
(i) 该董事认第679(1)(a)(i)(ii)条指明条件已获符合
(ii) 持该意见理
(b) 述明第679(1)(b)条指明条件已获符合
(2) 违反第(1)款属犯罪处第4级罚款
(3) 合公司董事没合理理支持偿付力陈述中表明意见事实情况表决赞成作出该陈述方式导致作出该陈述属犯罪
(4) 违反第(3)款属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
683 Director of amalgamating company must issue certificate on solvency statement
(1) Every director of the amalgamating company who votes in favour of making a solvency statement must issue a certificate—
(a) stating—
(i) that in the director’s opinion the conditions specified in section 679(1)(a)(i) and (ii) are satisfied and
(ii) the grounds for that opinion and
(b) stating that the condition specified in section 679(1)(b) is satisfied
(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 4
(3) A director of the amalgamating company commits an offence if the director votes in favour of making a solvency statement or otherwise causes a solvency statement to be made without having reasonable grounds for the opinion and fact expressed in the statement
(4) A person who commits an offence under subsection (3) is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
684 合登记
(1) 合效须合建议获批准15日文件交付处长登记 ——
(a) 获批准合建议
(b) 第683(1)条规定项证明书
(c) 间合公司董事发出证明书述明该合已 ——
(i) 分部获批准
(ii) 该合公司章程细获批准
(d) 关委合公司董事通知
(e) 合公司董事拟委该公司董事发出证明书述明假合公司债权申索相该公司资产价值例高某合公司债权申索相该公司资产价值例没债权会事实受损害
(2) 第(1)(a)(b)(c)(d)(e)款述文件须符合指明格式
(3) 第(1) 款述文件登记处长须切实行范围快发出合证明书
(4) 合证明书处长认合适格式发出
684 Registration of amalgamation
(1) For the purpose of effecting an amalgamation the following documents must be delivered to the Registrar for registration within 15 days after the approval of the amalgamation proposal—
(a) the amalgamation proposal that has been approved
(b) every certificate required by section 683(1)
(c) a certificate issued by the directors of each amalgamating company stating that the amalgamation has been approved in accordance with—
(i) this Division and
(ii) the articles of the amalgamating company
(d) a notice of appointment of the directors of the amalgamated company
(e) a certificate issued by the directors or the proposed directors of the amalgamated company stating that where the proportion of the claims of the amalgamated company’s creditors in relation to the value of that company’s assets is greater than the proportion of the claims of an amalgamating company’s creditors in relation to the value of that company’s assets no creditor will be prejudiced by that fact
(2) A document mentioned in subsection (1)(a) (b) (c) (d) or (e) must be in the specified form
(3) As soon as practicable after the documents mentioned in subsection (1) are registered the Registrar must issue a certificate of amalgamation
(4) A certificate of amalgamation may be issued in any form that the Registrar thinks fit
685 合生效日期
(1) 根第684(3)条发出合证明书须指明日期关合生效日期
(2) 合建议指明关合拟生效日期该日期处长登记第684(1)条述文件日期相须合证明书指明该日期该合生效日期
(3) 合生效日期 ——
(a) 该合生效
(b) 间合公司独立合公司外实体
(c) 间合公司财产权利特权法律责义务均合公司继承
(4) 合生效日期起 ——
(a) 合公司提起针该公司决法律程序合公司继续进行继续针该公司进行
(b) 判处合公司胜诉定罪判定命令判决判处该公司败诉定罪判决判定命令判决均合公司强制执行针该公司强制执行
(c) 合公司订立协议该协议规定外均合公司强制执行针该公司强制执行
(5) 处长须合生效日期切实行范围快公司登记册间合公司注明该合事
685 Effective date of amalgamation
(1) A certificate of amalgamation issued under section 684(3) must specify a date as the effective date of the amalgamation
(2) If an amalgamation proposal specifies a date on which the amalgamation is intended to become effective and that date is the same as or later than the date on which the Registrar registers the documents mentioned in section 684(1) that date must be specified in the certificate of amalgamation as the effective date of the amalgamation
(3) On the effective date of an amalgamation—
(a) the amalgamation takes effect
(b) each amalgamating company ceases to exist as an entity separate from the amalgamated company and
(c) the amalgamated company succeeds to all the property rights and privileges and all the liabilities and obligations of each amalgamating company
(4) On and after the effective date of an amalgamation—
(a) any proceedings pending by or against an amalgamating company may be continued by or against the amalgamated company
(b) any conviction ruling order or judgment in favour of or against an amalgamating company may be enforced by or against the amalgamated company and
(c) any agreement entered into by an amalgamating company may be enforced by or against the amalgamated company unless otherwise provided in the agreement
(5) As soon as practicable after the effective date of an amalgamation the Registrar must make a note of the amalgamation in the Companies Register in relation to each amalgamating company
686 某情况原讼法庭介入合建议
(1) 原讼法庭信纳某合建议生效会公损害合公司成员债权合公司负义务应关成员该债权该合生效日期前提出申请该合建议作出认合适命令
(2) 局限第(1)款原原讼法庭作出命令 ——
(a) 指示关合建议生效
(b) 该命令指明方式修改该合建议
(c) 指示合公司董事重新考虑该合建议部分
(3) 局限第(1)款原原讼法庭作出命令指示合公司关法律程序方购买会关合建议蒙受公损害合公司成员股份
(4) 申请第(1)款目提出申请时须关该申请通知交付处长登记该通知须符合指明格式
(5) 处长收第(4)款指通知须拒绝登记第684(1)条述文件原讼法庭指示关申请原讼法庭驳回撤回限
(6) 根条作出命令该命令关间公司均须该命令作出7日该命令正式文交付处长登记
(7) 公司违反第(6)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
686 Court may intervene in amalgamation proposal in certain cases
(1) If the Court is satisfied that giving effect to an amalgamation proposal would unfairly prejudice a member or creditor of an amalgamating company or a person to whom an amalgamating company is under an obligation it may on application by the member creditor or person made before the date on which the amalgamation becomes effective make any order it thinks fit in relation to the amalgamation proposal
(2) Without limiting subsection (1) the Court may make an order—
(a) directing that effect must not be given to the amalgamation proposal
(b) modifying the amalgamation proposal in the manner specified in the order or
(c) directing the amalgamating company or its directors to reconsider the amalgamation proposal or any part of that proposal
(3) Without limiting subsection (1) the Court may also make an order directing the amalgamated company or any other party to the proceedings to purchase shares of a member of an amalgamating company who would be unfairly prejudiced by the amalgamation proposal
(4) On making an application for the purposes of subsection (1) the applicant must deliver to the Registrar for registration a notice of the application in the specified form
(5) If the Registrar receives a notice under subsection (4) he or she must withhold registration of the documents mentioned in section 684(1) unless the Court otherwise directs or the application is dismissed by the Court or is withdrawn
(6) If an order is made under this section every company in relation to which the order is made must deliver an office copy of the order to the Registrar for registration within 7 days after the order is made
(7) If a company contravenes subsection (6) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
第4分部 —— 作出收购约进行强制收购
Division 4—Compulsory Acquisition after Takeover Offer
第1次分部 —— 导言
Subdivision 1—Preliminary
687 释义
分部中 ——
代名 (nominee)属某公司集团成员公司言包括代表属该集团成员公司代名
687 Interpretation
In this Division—
nominee (代名) in relation to a company that is a member of a group of companies includes a nominee on behalf of another company that is a member of the group
688 分部转换证券债权证适
(1) 分部公司债权证中转换该公司股份债权证适公司证券中转换该公司股份予持认购该公司股份权利证券适犹该等债权证证券该公司独立类股份股份持提述已配发股份提述均须理解
(2) 分部中提述类股份中90 ——
(a) (属第(1)款述证券)提述该等证券90
(b) (属第(1)款述债权证)提述须该等债权证支付总款额90
688 Application of Division to convertible securities and debentures
(1) This Division applies in relation to debentures of a company that are convertible into shares in the company or to securities of a company that are convertible into or entitle the holder to subscribe for shares in the company as if those debentures or securities were shares of a separate class of the company A reference to a holder of shares and to shares being allotted is to be read accordingly
(2) In this Division a reference to 90 in number of the shares of any class is—
(a) in the case of securities mentioned in subsection (1) a reference to 90 of the number of those securities and
(b) in the case of debentures mentioned in subsection (1) a reference to 90 of the total amount payable on those debentures
689 收购约
(1) 分部言情况收购某公司股份作出约属收购约 ——
(a) 该约容收购该公司股份类股份中股份(该约日期约持股份外)
(b) 该约 ——
(i) 关类股份该约关股份言该约条款相
(ii) 关类股份该约关类股份中股份言该约条款相
(2) 第(1)款中 ——
股份 (shares)指关约日期已配发股份
(3) 第(1)(a)款中提述约持股份 ——
(a) 包括该约已订立合约承诺条件收购承诺某条件获符合前提收购股份
(b) 包括属符合说明合约标股份 ——
(i) 该合约该约关公司股份持订立目确保该约作出时该持会接受该约
(ii) 该合约订立没代价藉契订立订立该合约收取代价属微足道订立该合约收取代价包含该约作出该约承诺
(4) 第(1)(b) 款言某约关股份某类股份股份言较早配发股份提供代价价值较配发股份提供代价价值符合条件该约条款须视关股份言相 ——
(a) 股份附获某项股息权利类股份时间配发附该权利
(b) 该代价价值差纯粹反映述获股息权利分
(c) 非该代价价值差关关股份约条款便会相
(5) 第(1)(b)款言某约关股份某类股份股份言提供代价形式符合条件该约条款须视关股份言相 ——
(a) 香港外某方法律准许提供该约条款指明形式代价该方法律规定非约符合某约够符合约视分严苛条件否准许提供该形式代价
(b) 某提供指明形式代价获准许形式代价该提供
(c) 该够收取该形式致相等价值代价
(d) 非代价形式分关关股份约条款便会相
(6) 第(1)款规定收购约关股份中包括会该约日期该约指明日期前配发股份
689 Takeover offer
(1) For the purposes of this Division an offer to acquire shares in a company is a takeover offer if—
(a) it is an offer to acquire all the shares or all the shares of any class in the company except those that at the date of the offer are held by the offeror and
(b) the terms of the offer are the same—
(i) where the offer does not relate to shares of different classes in relation to all the shares to which the offer relates or
(ii) where the offer relates to shares of different classes in relation to all the shares of each class to which the offer relates
(2) In subsection (1)—
shares (股份) means shares that have been allotted on the date of the offer
(3) In subsection (1)(a) a reference to shares that are held by an offeror—
(a) includes shares that the offeror has contracted unconditionally or subject to conditions being satisfied to acquire but
(b) excludes shares that are the subject of a contract—
(i) entered into by the offeror with a holder of shares in the company in order to secure that the holder will accept the offer when it is made and
(ii) entered into for no consideration and by deed for consideration of negligible value or for consideration consisting of a promise by the offeror to make the offer
(4) For the purposes of subsection (1)(b) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the value of consideration offered for the shares allotted earlier as against the value of consideration offered for those allotted later the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) shares carry an entitlement to a particular dividend that other shares of the same class by reason of being allotted at a different time do not carry
(b) the difference in value of consideration merely reflects that difference in entitlement to dividend and
(c) but for the difference in the value of consideration the terms of the offer would be the same in relation to all the shares concerned
(5) For the purposes of subsection (1)(b) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the form of consideration offered the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) the law of a place outside Hong Kong precludes an offer of consideration in the form specified in the terms of the offer or precludes it except after compliance by the offeror with conditions with which the offeror is unable to comply or that the offeror regards as unduly onerous
(b) consideration in another form is offered to a person to whom an offer of consideration in the specified form is so precluded
(c) the person is able to receive consideration in that other form that is of substantially equivalent value and
(d) but for the difference in the form of consideration the terms of the offer would be the same in relation to all the shares concerned
(6) Despite subsection (1) a takeover offer may include among the shares to which it relates shares that will be allotted after the date of the offer but before a date specified in the offer
690 没传达等阻止约成收购约
(1) 收购股份约没传达某股份持符合条件施行分部事阻止该约成收购约 ——
(a) 关公司成员登记册没登记该持香港址
(b) 该约没传达该持免违反香港外某方法律
(c) 中 ——
(i) 已宪报刊登该约
(ii) 香港某方网站查阅该约取该约文已藉宪报刊登公告指明该点址该网站网址
(2) 根第(1)款推断非该款(a)(b)(c)段指明条件获符合否没传达股份持约分部目成收购约
(3) 某香港外某方法律接受收购股份约香港外某方法律接受收购股份约某言较困难事阻止该约分部目成收购约
(4) 根第(3)款推断非某接受约某言接受约较困难基该款述原否某接受约某言较难接受约分部目成收购约
690 Noncommunication etc does not prevent offer from being takeover offer
(1) Even though an offer to acquire shares is not communicated to a holder of shares that does not prevent the offer from being a takeover offer for the purposes of this Division if—
(a) no Hong Kong address for the holder is registered in the company’s register of members
(b) the offer was not communicated to the holder in order not to contravene the law of a place outside Hong Kong and
(c) either—
(i) the offer is published in the Gazette or
(ii) the offer can be inspected or a copy of it obtained at a place in Hong Kong or on a website and a notice is published in the Gazette specifying the address of that place or website
(2) It is not to be inferred from subsection (1) that an offer that is not communicated to a holder of shares cannot be a takeover offer for the purposes of this Division unless the conditions specified in paragraphs (a) (b) and (c) of that subsection are satisfied
(3) Even though it is impossible or more difficult for a person by reason of the law of a place outside Hong Kong to accept an offer to acquire shares that does not prevent the offer from being a takeover offer for the purposes of this Division
(4) It is not to be inferred from subsection (3) that an offer that is impossible or more difficult for certain persons to accept cannot be a takeover offer for the purposes of this Division unless the reason for the impossibility or difficulty is the one mentioned in that subsection
691 收购约关股份
(1) 分部言收购约作出约期终结前约收购订立合约承诺条件收购该约关股份约该约获接受收购该等股份该等股份视该约关股份款第(2)款规限具效力
(2) 分部言情况关股份须视关收购约关股份约须视已该约获接受收购订立合约承诺收购该等股份 ——
(a) 收购订立合约承诺收购该等股份时收购承诺收购代价价值超该约条款指明代价价值
(b) 述条款修改致公布该修改时收购订立合约承诺收购该等股份代价价值收购订立合约时超该条款指明代价价值
(3) 分部言约联系者代表约代名持已订立合约承诺条件收购承诺某条件获符合前提收购(收购约日期)股份言该约延伸该等股份该等股份视该约关股份款第(4)款规限具效力
(4) 分部言收购约作出约期终结前约联系者代表约代名收购订立合约承诺条件收购该约关股份情况该等股份须视该约关股份 ——
(a) 收购订立合约承诺收购该等股份时收购承诺收购代价价值超该约条款指明代价价值
(b) 述条款修改致公布该修改时收购订立合约承诺收购该等股份代价价值收购订立合约时超该等条款指明代价价值
691 Shares to which takeover offer relates
(1) For the purposes of this Division if after a takeover offer is made but before the end of the offer period the offeror acquires or contracts unconditionally to acquire any of the shares to which the offer relates but does not do so by virtue of acceptances of the offer those shares are not to be regarded as shares to which the offer relates This subsection has effect subject to subsection (2)
(2) For the purposes of this Division those shares are to be regarded as shares to which the takeover offer relates and the offeror is to be regarded as having acquired or contracted to acquire them by virtue of acceptances of that offer if—
(a) the value of the consideration for which the shares are acquired or contracted to be acquired at the time of the acquisition or contract does not exceed the value of the consideration specified in the terms of that offer or
(b) those terms are subsequently revised so that when the revision is announced the value of the consideration for which the shares are acquired or contracted to be acquired at the time of the acquisition or contract no longer exceeds the value of the consideration specified in those terms
(3) For the purposes of this Division shares that an associate of the offeror or a nominee on the offeror’s behalf holds or has contracted unconditionally or subject to conditions being satisfied to acquire whether at the date of the takeover offer or subsequently are not to be regarded as shares to which that offer relates even if that offer extends to those shares This subsection has effect subject to subsection (4)
(4) For the purposes of this Division where after a takeover offer is made but before the end of the offer period an associate of the offeror or a nominee on the offeror’s behalf acquires or contracts unconditionally to acquire any of the shares to which the offer relates the shares are to be regarded as shares to which the offer relates if—
(a) the value of the consideration for which the shares are acquired or contracted to be acquired at the time of the acquisition or contract does not exceed the value of the consideration specified in the terms of the offer or
(b) those terms are subsequently revised so that when the revision is announced the value of the consideration for which the shares are acquired or contracted to be acquired at the time of the acquisition or contract no longer exceeds the value of the consideration specified in those terms
692 修改约视新约
分部言情况修改收购股份约条款视作出新约 ——
(a) 该约条款事宜作出规定 ——
(i) 该等条款修改
(ii) 接受先前条款须视接受修改条款
(b) 该修改该等规定作出
692 Revised offer not to be regarded as fresh offer
For the purposes of this Division a revision of the terms of an offer to acquire shares is not to be regarded as the making of a fresh offer if—
(a) the terms of the offer make provision for—
(i) their revision and
(ii) acceptances on the previous terms to be treated as acceptances on the revised terms and
(b) the revision is made in accordance with that provision
第2次分部 —— 强迫出售
Subdivision 2—Squeezeout
693 约发出通知表示全面收购少数股东股份
(1) 收购约关类股份情况约已该约获接受收购订立合约承诺条件收购该约关股份中少90该约该约关股份持发出通知表明该约意收购该等股份
(2) 收购约关类股份情况约已该约获接受收购订立合约承诺条件收购该约关类股份中少90该约该约关该类股份股份持发出通知表明该约意收购该等股份
(3) 收购约关类股份情况约已该约获接受收购订立合约承诺条件收购该约关股份中少90该约原讼法庭提出申请求原讼法庭作出命令授权该约该约关股份持发出通知表明该约意收购该等股份
(4) 收购约关类股份情况约已该约获接受收购订立合约承诺条件收购该约关类股份中少90该约原讼法庭提出申请求原讼法庭作出命令授权该约该约关该类股份股份持发出通知表明该约意收购该等股份
(5) 原讼法庭信纳事宜应根第(3)(4)款指申请作出命令 ——
(a) 约作出合理查探追寻名名持关收购约关股份落
(b) 假该该等士接受该收购约该约便会该约获接受收购订立合约承诺条件收购该约关股份类股份中少90
(c) 提供代价公合理
(6) 原讼法庭非信纳顾情况(尤须顾已找没接受关收购约股份持数目)作出述命令公正公否作出该命令
(7) 原讼法庭作出命令授权约股份持发出通知该约该持发出通知
693 Offeror may give notice to buy out minority shareholders
(1) If in the case of a takeover offer that does not relate to shares of different classes the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire at least 90 in number of the shares to which the offer relates the offeror may give notice to the holder of any other shares to which the offer relates that the offeror desires to acquire those shares
(2) If in the case of a takeover offer that relates to shares of different classes the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire at least 90 in number of the shares of any class to which the offer relates the offeror may give notice to the holder of any other shares of that class to which the offer relates that the offeror desires to acquire those shares
(3) If in the case of a takeover offer that does not relate to shares of different classes the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire less than 90 in number of the shares to which the offer relates the offeror may apply to the Court for an order authorizing the offeror to give notice to the holder of any other shares to which the offer relates that the offeror desires to acquire those shares
(4) If in the case of a takeover offer that relates to shares of different classes the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire less than 90 in number of the shares of any class to which the offer relates the offeror may apply to the Court for an order authorizing the offeror to give notice to the holder of any other shares of that class to which the offer relates that the offeror desires to acquire those shares
(5) The Court may on application under subsection (3) or (4) make the order if it is satisfied that—
(a) after reasonable enquiry the offeror has been unable to trace one or more of the persons holding shares to which the takeover offer relates
(b) had the person or all those persons accepted the takeover offer the offeror would have by virtue of acceptances of that offer acquired or contracted unconditionally to acquire at least 90 in number of the shares or the shares of any class to which that offer relates and
(c) the consideration offered is fair and reasonable
(6) The Court must not make the order unless it is satisfied that it is just and equitable to do so having regard to all the circumstances and in particular to the number of holders of shares who have been traced but who have not accepted the takeover offer
(7) If the Court makes an order authorizing the offeror to give notice to the holder of any shares the offeror may give notice to that holder
694 少数股东发出通知
(1) 第693条指股份持发出通知 ——
(a) 须符合指明格式
(b) 须两时间中较早者前该持发出 ——
(i) 收购约约期终结日起计3月终结时
(ii) 收购约日期起计6月终结时
(2) 述通知须藉方式股份持发出 ——
(a) 专香港交付该持
(b) 寄交址挂号邮递寄该持 ——
(i) 关公司簿册登记该持香港址
(ii) (没述址)该持关公司提供作接收发出通知香港址
(c) 处长应根第(3)款提出申请指示方式
(3) 情况约处长提出申请求处长股份持发出关通知方式作出指示 ——
(a) 关公司簿册登记该持香港址
(b) 该持没该公司提供作接收发出通知香港址
(4) 关收购约股份持选择代价述通知 ——
(a) 须提供关选项详情
(b) 须述明该持该通知日期2月藉着该通知指明址送交约信件示明该持选择
(c) 须述明该持没示明选择该约指明代价会适
(5) 收购约订定股份持会收取约股份债权证选择收取第三者提供代价作代该约关通知示明收购约条款包括该选择权
(6) 约没关通知示明收购约条款包括述选择权该约该通知提供收取该约提供代价相应选择权
(7) 第(5)款言代价约提供提供该代价条款该约须作收购约代价该代价须视第三者提供
694 Notice to minority shareholders
(1) A notice to a holder of shares under section 693—
(a) must be given in the specified form and
(b) must be given to the holder before whichever is the earlier of the following—
(i) the end of the period of 3 months beginning on the day after the end of the offer period of the takeover offer
(ii) the end of the period of 6 months beginning on the date of the takeover offer
(2) The notice must be given to the holder of shares—
(a) by delivering it personally to that holder in Hong Kong
(b) by sending it by registered post to that holder to—
(i) an address of that holder in Hong Kong registered in the books of the company or
(ii) if there is no such address an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder or
(c) in the manner directed by the Registrar on an application made under subsection (3)
(3) An offeror may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if—
(a) there is no address of the holder in Hong Kong registered in the books of the company and
(b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder
(4) If the takeover offer gives the holder of shares a choice of consideration the notice—
(a) must give particulars of the choices
(b) must state that the holder may within 2 months after the date of the notice indicate the holder’s choice by a letter sent to the offeror at an address specified in the notice and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice
(5) If the takeover offer provides that the holder of shares is to receive shares in or debentures of the offeror with an option to receive some other consideration to be provided by a third party instead the offeror may indicate in the notice that the terms of the takeover offer include the option
(6) If the offeror does not indicate in the notice that the terms of the takeover offer include the option the offeror may offer in the notice a corresponding option to receive some other consideration to be provided by the offeror
(7) For the purposes of subsection (5) consideration is to be regarded as being provided by a third party if it is made available to the offeror on terms that it is to be used by the offeror as consideration for the takeover offer
695 约全面收购少数股东股份权利
(1) 通知根第693条股份持发出条适
(2) 非原讼法庭根第(3)款作出命令否约权须收购约条款收购关股份
(3) 原讼法庭应关持述通知发出日期2月提出申请命令 ——
(a) 约权须收购关股份
(b) 约权须该命令指明条款收购关股份
(4) 第(2)款言 ——
(a) 关收购约属第694(4)条指者该收购约条款须视包括该条目载关通知详情陈述
(b) 关收购约属第694(5)条指者该收购约条款须视包括关选择权约该通知示明外
(c) 关通知日期2月关股份持藉该通知指明址送交约信件行根第694(6)条提供相应选择权收购约条款须视包括该相应选择权
695 Offeror’s right to buy out minority shareholders
(1) This section applies if a notice is given under section 693 to the holder of any shares
(2) Unless the Court makes an order under subsection (3) the offeror is entitled and bound to acquire the shares on the terms of the takeover offer
(3) The Court may on application by the holder made within 2 months after the date on which the notice was given order that—
(a) the offeror is not entitled and bound to acquire the shares or
(b) the offeror is entitled and bound to acquire the shares on the terms specified in the order
(4) For the purposes of subsection (2)—
(a) if the takeover offer falls within section 694(4) the terms of the takeover offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section
(b) if the takeover offer falls within section 694(5) the terms of the takeover offer are to be regarded as not including the option unless the offeror indicates otherwise in the notice and
(c) if within 2 months after the date of the notice the holder of the shares by a letter sent to the offeror at an address specified in the notice exercises the corresponding option offered under section 694(6) the terms of the takeover offer are to be regarded as including the corresponding option
696 权全面收购少数股东股份约责
(1) 约第695(2)条权须收购某公司股份该约须关通知日期2月遵守第(3)款
(2) 述2月终结时第695(3)条目提出申请然决非原讼法庭命令约权须收购关股份否约须该申请获处置切实行范围快遵守第(3)款
(3) 约须 ——
(a) 公司送交 ——
(i) 第693条指通知文
(ii) 该通知关股份转文书该文书该约委代该等股份持签立
(b) 公司支付转该通知关股份支付代价
(4) 第(3)(a)(ii)款规定约公司送交时未行认购权股份权证关股份转文书
696 Obligations of offeror with right to buy out minority shareholders
(1) If by virtue of section 695(2) an offeror is entitled and bound to acquire any shares in a company the offeror must comply with subsection (3) within 2 months after the date of the notice
(2) If an application for the purposes of section 695(3) is pending at the end of those 2 months the offeror must comply with subsection (3) as soon as practicable after the application has been disposed of unless the Court orders that the offeror is not entitled and bound to acquire the shares
(3) The offeror—
(a) must send to the company—
(i) a copy of the notice under section 693 and
(ii) an instrument of transfer of the shares to which the notice relates executed on behalf of the holder of the shares by a person appointed by the offeror and
(b) must pay or transfer to the company the consideration for the shares to which the notice relates
(4) Subsection (3)(a)(ii) does not require the offeror to send to the company an instrument of transfer of any shares for which a share warrant is for the time being outstanding
697 公司须约注册股东
公司收第696(3)(a)(ii)条指转文书须关约注册关股份持
697 Company must register offeror as shareholder
On receiving an instrument of transfer under section 696(3)(a)(ii) the company must register the offeror as the holder of the shares
698 公司须信讬方式持约支付代价
(1) 公司收第696(3)(b)条指关股份代价须信讬方式约收购该股份前权该等股份持该代价
(2) 关代价包含款项公司须该笔款项存入独立息银行帐户
(3) 非属情况否公司述代价付予交付声称权该代价 ——
(a) 该交出关股份股份证明书交出证明该等股份权证
(b) 该交出令公司满意弥偿
698 Company must hold consideration paid by offeror on trust
(1) On receiving any consideration under section 696(3)(b) in respect of any shares the company must hold the consideration on trust for the person who before the offeror acquired the shares was entitled to them
(2) If the consideration consists of any money the company must deposit the money into a separate interestbearing bank account
(3) The company must not pay out or deliver the consideration to any person claiming to be entitled to it unless the person produces to the company—
(a) the share certificate or other evidence of title to the shares or
(b) an indemnity to the company’s satisfaction
699 补充第698条条文
(1) 情况条适 ——
(a) 权根第698(1)条信讬形式持代价落明
(b) 公司已隔段合理期间作出合理查探寻找该
(c) 收该代价已12年该公司已清盘
(2) 公司(公司已清盘)清盘须出售 ——
(a) 属现金代价
(b) 该代价累算属现金利益
(3) 公司(公司已清盘)清盘须法院支付笔代表项目款项 ——
(a) 关代价中属现金部分
(b) 第(2)款指出售收益
(c) 该代价累算权益股息利益
(4) 第(3)款指付款作出时关信讬告终止
(5) 项目开支信讬形式持代价支付 ——
(a) 第(1)(b)款述查探
(b) 第(2)款述出售
(c) 关第(3)款述法院作出付款法律程序
699 Provisions supplementary to section 698
(1) This section applies if—
(a) the person entitled to the consideration held on trust under section 698(1) cannot be found
(b) the company has made reasonable enquiries at reasonable intervals to find that person and
(c) 12 years have elapsed since the consideration was received or the company is wound up
(2) The company or if the company is wound up the liquidator must sell—
(a) any consideration other than cash and
(b) any benefit other than cash that has accrued from the consideration
(3) The company or if the company is wound up the liquidator must pay into court a sum representing—
(a) the consideration so far as it is cash
(b) the proceeds of any sale under subsection (2) and
(c) any interest dividend or other benefit that has accrued from the consideration
(4) The trust terminates on the payment being made under subsection (3)
(5) The expenses of the following may be paid out of the consideration held on trust—
(a) the enquiries mentioned in subsection (1)(b)
(b) the sale mentioned in subsection (2)
(c) the proceedings relating to the payment into court mentioned in subsection (3)
第3次分部 —— 强迫购买
Subdivision 3—Sellout
700 约求全面收购少数股东股份
(1) 收购约关类股份情况 ——
(a) 约已该约获接受收购订立合约承诺条件收购该约关股份部分(非全部)
(b) 约期时间该约控制公司股份占该公司股份中少90
持该约关股份约期终结前没接受该约持藉致予该约信件求该约收购该等股份
(2) 收购约关类股份情况 ——
(a) 约已该约获接受收购订立合约承诺条件收购该约关类股份部分(非全部)
(b) 约期时间该约控制该类股份占该类股份中少90 (2018年第35号第71条修订)
持该约关该类股份约期终结前没接受该约持藉致予该约信件求该约收购该等股份
(3) 条予股份持求约收购该等股份权利两时间中较者3月行 ——
(a) 约期终结时
(b) 根第701条该持发出通知日期
(4) 关收购约股份持选择代价该持求约收购该等股份信件中示明该持选择
(5) 条中提述约控制股份提述 ——
(a) 该约该约联系者持股份代名代表该约持股份
(b) 该约已收购约获接受收购订立合约承诺条件收购股份
(c) 该约该约联系者代表该约代名已收购已订立合约承诺条件收购承诺某条件获符合前提收购股份
700 Offeror may be required to buy out minority shareholders
(1) If in the case of a takeover offer that does not relate to shares of different classes—
(a) the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire some but not all of the shares to which the offer relates and
(b) at any time before the end of the offer period the shares in the company controlled by the offeror represent at least 90 in number of the shares in the company
the holder of any shares to which the offer relates who has not accepted the offer before the end of that period may by a letter addressed to the offeror require the offeror to acquire those shares
(2) If in the case of a takeover offer that relates to shares of different classes—
(a) the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire some but not all of the shares of any class to which the offer relates and
(b) at any time before the end of the offer period the shares of that class controlled by the offeror represent at least 90 in number of the shares of that class (Amended 35 of 2018 s 71)
the holder of any shares of that class to which the offer relates who has not accepted the offer before the end of that period may by a letter addressed to the offeror require the offeror to acquire those shares
(3) Rights given to the holder of any shares by this section to require an offeror to acquire the shares are only exercisable within 3 months after whichever is the later of the following—
(a) the end of the offer period
(b) the date of the notice given to the holder under section 701
(4) If the takeover offer gives the holder of shares a choice of consideration that holder may indicate the holder’s choice in the letter requiring the offeror to acquire the shares
(5) In this section a reference to shares controlled by an offeror is a reference to—
(a) shares that are held by the offeror by an associate of the offeror or by a nominee on the offeror’s behalf
(b) shares that the offeror has by virtue of acceptances of the takeover offer acquired or contracted unconditionally to acquire or
(c) other shares that the offeror an associate of the offeror or a nominee on the offeror’s behalf has acquired or has contracted unconditionally or subject to conditions being satisfied to acquire
701 约须告知少数股东求全面收购股份权利
(1) 股份持根第700条权求约收购该等股份该约须该持发出通知告知该持 ——
(a) 该持根该条具权利
(b) 行该权利限期
(2) 约已根第693条关持发出该约意收购关股份通知第(1)款适
(3) 约违反第(1)款属犯罪处第5级罚款
701 Offeror must notify minority shareholders of right to be bought out
(1) If the holder of any shares is entitled under section 700 to require an offeror to acquire the shares the offeror must give notice to the holder of—
(a) the holder’s rights under that section and
(b) the period within which those rights are exercisable
(2) Subsection (1) does not apply if the offeror has given the holder a notice under section 693 that the offeror desires to acquire the shares
(3) An offeror who contravenes subsection (1) commits an offence and is liable to a fine at level 5
702 少数股东发出通知
(1) 第701条指股份持发出通知 ——
(a) 须符合指明格式
(b) 须关股份持根第700条权求约收购该等股份首日起计月予该持
(2) 述通知收购约约期终结前发出须述明该约然予接受
(3) 述通知须藉方式股份持发出 ——
(a) 专香港交付该持
(b) 寄交址挂号邮递寄该持 ——
(i) 关公司簿册登记该持香港址
(ii) (没述址)该持关公司提供作接收发出通知香港址
(c) 处长应根第(4)款提出申请指示方式
(4) 情况约处长提出申请求处长股份持发出关通知方式作出指示 ——
(a) 关公司簿册登记该持香港址
(b) 该持没该公司提供作接收发出通知香港址
(5) 关收购约股份持选择代价述通知 ——
(a) 须提供关选项详情
(b) 须述明该持第700条指求约收购股份信件中示明该持选择
(c) 须述明该持没示明选择该约指明项代价会适
(6) 第(1)(2)(3)(5)款遭违反约属犯罪处第4级罚款
(7) 收购约订定股份持会收取约股份债权证选择收取第三者提供代价作代该约关通知示明收购约条款包括该选择权
(8) 约没关通知示明收购约条款包括述选择权该约该通知提供收取该约提供代价相应选择权
(9) 第(7)款言代价约提供提供该代价条款该约须作收购约代价该代价须视第三者提供
702 Notice to minority shareholders
(1) A notice to a holder of shares under section 701—
(a) must be given in the specified form and
(b) must be given to the holder within one month after the first day on which the holder of the shares is entitled under section 700 to require the offeror to acquire those shares
(2) If the notice is given before the end of the offer period of the takeover offer it must state that the offer is still open for acceptance
(3) The notice must be given to the holder of shares—
(a) by delivering it personally to that holder in Hong Kong
(b) by sending it by registered post to that holder to—
(i) an address of that holder in Hong Kong registered in the books of the company or
(ii) if there is no such address an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder or
(c) in the manner directed by the Registrar on an application made under subsection (4)
(4) An offeror may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if—
(a) there is no address of the holder in Hong Kong registered in the books of the company and
(b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder
(5) If the takeover offer gives the holder of shares a choice of consideration the notice—
(a) must give particulars of the choices
(b) must state that the holder may indicate the holder’s choice in the letter requiring the offeror to acquire any shares under section 700 and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice
(6) If subsection (1) (2) (3) or (5) is contravened the offeror commits an offence and is liable to a fine at level 4
(7) If the takeover offer provides that the holder of shares is to receive shares in or debentures of the offeror with an option to receive some other considerations to be provided by a third party instead the offeror may indicate in the notice that the terms of the takeover offer include the option
(8) If the offeror does not indicate in the notice that the terms of the takeover offer include the option the offeror may offer in the notice a corresponding option to receive some other consideration to be provided by the offeror
(9) For the purposes of subsection (7) consideration is to be regarded as being provided by a third party if it is made available to the offeror on terms that it is to be used by the offeror as consideration for the takeover offer
703 少数股东求约全面收购股份权利
(1) 股份持根第700条求约收购该等股份条适
(2) 非原讼法庭根第(3)款作出命令否约权须关收购约条款收购关股份关持该约议定条款收购关股份
(3) 原讼法庭应关持约申请命令该约权须该命令指明条款收购关股份
(4) 第(2)款言 ——
(a) 关收购约属第702(5)条指者该收购约条款须视包括该条目载关通知详情陈述
(b) 关收购约属第702(7)条指者该收购约条款须视包括关选择权约第701条指通知示明外
(c) 求约收购股份时该等股份持行根第702(8)条提供相应选择权收购约条款须视包括该相应选择权
703 Minority shareholders’ right to be bought out by offeror
(1) This section applies if the holder of any shares requires the offeror to acquire the shares under section 700
(2) Unless the Court makes an order under subsection (3) the offeror is entitled and bound to acquire the shares on the terms of the takeover offer or on other terms as agreed between that holder and the offeror
(3) The Court may on application by the holder or offeror order that the offeror is entitled and bound to acquire the shares on the terms specified in the order
(4) For the purposes of subsection (2)—
(a) if the takeover offer falls within section 702(5) the terms of the takeover offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section
(b) if the takeover offer falls within section 702(7) the terms of the takeover offer are to be regarded as not including the option unless the offeror indicates otherwise in the notice under section 701 and
(c) if when requiring the offeror to acquire the shares the holder of the shares exercises the corresponding option offered under section 702(8) the terms of the takeover offer are to be regarded as including the corresponding option
704 某情况股东须视没行求全面收购股份权利
(1) 情况条适 ——
(a) 股份持行第700条予权利求约收购该等股份
(b) 行该权利时关公司符合说明股份 ——
(i) 约已订立合约承诺会某条件获符合前提收购
(ii) 该等股份言该合约没成条件合约
(c) 该等股份计算第700(1)(b)(2)(b)条(视属情况定)施加规定会获符合
(2) 第703条言非属情况否股份持须视没行求约收购股份权利 ——
(a) 收购约关类股份情况行该权利限期终结前时间该约已该约获接受收购订立合约承诺条件收购股份占公司股份中少90(否包括该约已收购已订立合约承诺条件收购该公司股份)
(b) 收购约关类股份情况行该权利限期终结前时间该约已该约获接受收购订立合约承诺条件收购类股份占该类股份中少90(否包括约已收购已订立合约承诺条件收购该类股份)
704 Shareholder to be regarded as not having exercised right to be bought out in certain circumstances
(1) This section applies if—
(a) the holder of any shares exercises rights given by section 700 to require an offeror to acquire the shares
(b) at the time when those rights are exercised there are shares in the company—
(i) that the offeror has contracted to acquire subject to conditions being satisfied and
(ii) in relation to which the contract has not become unconditional and
(c) the requirement imposed by section 700(1)(b) or (2)(b) (as the case may be) would not be satisfied if those shares were not taken into account
(2) For the purposes of section 703 the holder of shares is to be regarded as not having exercised the rights to require the offeror to acquire the shares unless at any time before the end of the period during which those rights are exercisable—
(a) in the case of a takeover offer that does not relate to shares of different classes the shares that the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire with or without any other shares in the company that the offeror has acquired or has contracted unconditionally to acquire represent at least 90 in number of the shares in the company or
(b) in the case of a takeover offer that relates to shares of different classes the shares of any class that the offeror has by virtue of acceptances of the offer acquired or contracted unconditionally to acquire with or without any other shares of that class that the offeror has acquired or has contracted unconditionally to acquire represent at least 90 in number of the shares of that class
第5分部 —— 作出回购股份公开约强制购入股份
Division 5—Compulsory Acquisition after General Offer for Share Buyback
第1次分部 —— 导言
Subdivision 1—Preliminary
705 释义
(1) 分部中 ——
售股成员 (nontendering member)公开约言指根第711(1)条发出通知表明会提供股份回购公司根该约回购成员
代名 (nominee)属某公司集团成员公司言包括代表属该集团成员公司代名
(2) 分部中提述售股成员持股份包括 ——
(a) 该成员联系者持股份代名代表该成员持股份
(b) 该成员该成员联系者代表该成员代名已订立合约承诺条件收购承诺某条件获符合前提收购股份
705 Interpretation
(1) In this Division—
nominee (代名) in relation to a company that is a member of a group of companies includes a nominee on behalf of another company that is a member of the group
nontendering member (售股成员) in relation to a general offer means a member who gives notice under section 711(1) that the member will not tender any shares to be bought back by the repurchasing company under the offer
(2) In this Division a reference to shares that are held by a nontendering member includes—
(a) shares that are held by an associate of the nontendering member or by a nominee on the nontendering member’s behalf and
(b) shares that the nontendering member an associate of the nontendering member or a nominee on the nontendering member’s behalf has contracted unconditionally or subject to conditions being satisfied to acquire
706 分部转换证券债权证适
(1) 分部回购公司债权证中转换该公司股份债权证适回购公司证券中转换该公司股份予持认购该公司股份权利证券适犹该等债权证证券该公司独立类股份股份持提述配发股份提述均须理解
(2) 分部中提述类股份中90 ——
(a) (属第(1)款述证券)提述该等证券中90
(b) (属第(1)款述债权证)提述须该等债权证支付总款额中90
706 Application of Division to convertible securities and debentures
(1) This Division applies in relation to debentures of a repurchasing company that are convertible into shares in the company or to securities of a repurchasing company that are convertible into or entitle the holder to subscribe for shares in the company as if those debentures or securities were shares of a separate class of the company A reference to a holder of shares and to shares being allotted is to be read accordingly
(2) In this Division a reference to 90 in number of the shares of any class is—
(a) in the case of securities mentioned in subsection (1) a reference to 90 of the number of those securities and
(b) in the case of debentures mentioned in subsection (1) a reference to 90 of the total amount payable on those debentures
707 公开约
(1) 分部言情况市公司回购该公司身股份作出约属公开约 ——
(a) 该约容回购股份外该公司股份该公司类股份中股份 ——
(i) 约日期居某方成员持股份该约违反该方法律
(ii) 约日期回购公司持股份
(b) 该约 ——
(i) 关类股份该约关股份言该约条款相
(ii) 关类股份该约关类股份中股份言该约条款相
(2) 第(1)款中 ——
股份 (shares)指关约日期已配发股份
(3) 第(1)(a)(ii)款中提述回购公司持股份 ——
(a) 提述该公司已订立合约承诺条件收购承诺某条件获符合前提收购股份
(b) 包括属符合说明合约标股份 ——
(i) 该合约该公司该公司股份持订立目确保该约作出时该持会接受该约
(ii) 该合约订立没代价藉契订立订立该合约收取代价属微足道订立该合约收取代价包含该公司作出该约承诺
(4) 第(1)(b)款言某约关股份某类股份中股份言较早配发股份提供代价价值较配发股份提供代价价值符合条件该约条款须视关股份言相 ——
(a) 股份附获某股息权利类股份时间配发附该权利
(b) 该代价价值差纯粹反映述获股息权利分
(c) 非该代价价值差关关股份约条款便会相
(5) 第(1)(b)款言某约关股份某类股份中股份言提供代价形式符合条件该约条款须视关股份言相 ——
(a) 香港外某方法律准许提供该约条款指明形式代价该方法律规定非回购公司符合某该公司够符合该公司视分严苛条件否准许提供该代价
(b) 某提供指明形式代价获准许形式代价该提供
(c) 该够收取该形式致相等价值代价
(d) 非代价形式分关关股份约条款便会相
(6) 第(1)款规定公开约关股份中包括会该约日期该约指明日期前配发股份
707 General offer
(1) For the purposes of this Division a listed company’s offer to buy back shares in the company is a general offer if—
(a) it is an offer to buy back all the shares or all the shares of any class in the company except—
(i) those that at the date of the offer are held by a member residing in a place where such an offer is contrary to the law of the place and
(ii) those that at the date of the offer are held by the repurchasing company and
(b) the terms of the offer are the same—
(i) where the offer does not relate to shares of different classes in relation to all the shares to which the offer relates or
(ii) where the offer relates to shares of different classes in relation to all the shares of each class to which the offer relates
(2) In subsection (1)—
shares (股份) means shares that have been allotted on the date of the offer
(3) In subsection (1)(a)(ii) a reference to shares that are held by the repurchasing company—
(a) is a reference to shares that the repurchasing company has contracted unconditionally or subject to conditions being satisfied to acquire but
(b) excludes shares that are the subject of a contract—
(i) entered into by the repurchasing company with a holder of shares in that company in order to secure that the holder will accept the offer when it is made and
(ii) entered into for no consideration and by deed for consideration of negligible value or for consideration consisting of a promise by the repurchasing company to make the offer
(4) For the purposes of subsection (1)(b) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the value of consideration offered for the shares allotted earlier as against the value of consideration offered for those allotted later the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) shares carry an entitlement to a particular dividend that other shares of the same class by reason of being allotted at a different time do not carry
(b) the difference in value of consideration merely reflects that difference in entitlement to dividend and
(c) but for the difference in the value of consideration the terms of the offer would be the same in relation to all the shares concerned
(5) For the purposes of subsection (1)(b) even though in relation to all the shares or all the shares of a class of shares to which an offer relates there is a difference in the form of consideration offered the terms of the offer are to be regarded as the same in relation to all the shares concerned if—
(a) the law of a place outside Hong Kong precludes an offer of consideration in the form specified in the terms of the offer or precludes it except after compliance by the repurchasing company with conditions with which the repurchasing company is unable to comply or that the repurchasing company regards as unduly onerous
(b) consideration in another form is offered to a person to whom an offer of consideration in the specified form is so precluded
(c) the person is able to receive consideration in that other form that is of substantially equivalent value and
(d) but for the difference in the form of consideration the terms of the offer would be the same in relation to all the shares concerned
(6) Despite subsection (1) a general offer may include among the shares to which it relates shares that will be allotted after the date of the offer but before a date specified in the offer
708 没传达等阻止约成公开约
(1) 回购股份约没传达某股份持符合条件施行分部事阻止该约成公开约 ——
(a) 回购公司成员登记册没登记该持香港址
(b) 该约没传达该持免违反香港外某方法律
(c) 中 ——
(i) 已宪报刊登该约
(ii) 香港某点网站查阅该约取该约文已藉宪报刊登公告指明该点址该网站网址
(2) 根第(1)款推断非该款(a)(b)(c)段指明条件获符合否没传达股份持约分部目成公开约
(3) 香港外某方法律接受回购股份约某言较困难事阻止该约分部目成公开约
(4) 根第(3)款推断非某接受约某言接受约较困难基该款述原否某接受约某言较难接受约分部目成收购约
708 Noncommunication etc does not prevent offer from being general offer
(1) Even though an offer to buy back shares is not communicated to a holder of shares that does not prevent the offer from being a general offer for the purposes of this Division if—
(a) no Hong Kong address for the holder is registered in the repurchasing company’s register of members
(b) the offer was not communicated to the holder in order not to contravene the law of a place outside Hong Kong and
(c) either—
(i) the offer is published in the Gazette or
(ii) the offer can be inspected or a copy of it obtained at a place in Hong Kong or on a website and a notice is published in the Gazette specifying the address of that place or website
(2) It is not to be inferred from subsection (1) that an offer that is not communicated to a holder of shares cannot be a general offer for the purposes of this Division unless the conditions specified in paragraphs (a) (b) and (c) of that subsection are satisfied
(3) Even though it is impossible or more difficult for a person by reason of the law of a place outside Hong Kong to accept an offer to buy back shares that does not prevent the offer from being a general offer for the purposes of this Division
(4) It is not to be inferred from subsection (3) that an offer that is impossible or more difficult for certain persons to accept cannot be a general offer for the purposes of this Division unless the reason for the impossibility or difficulty is the one mentioned in that subsection
709 公开约关股份
(1) 分部言公开约作出约期终结前回购公司回购订立合约承诺条件回购该约关股份该约获接受回购该等股份该等股份视该约关股份款第(2)款规限具效力
(2) 分部言情况关股份须视关公开约关股份回购公司须视该约获接受回购订立合约承诺回购该等股份 ——
(a) 回购订立合约承诺回购该等股份时回购承诺回购代价价值超该约条款指明代价价值
(b) 述条款修改致公布该修改时回购订立合约承诺回购该等股份代价价值回购订立合约时超该条款指明代价价值
(3) 分部言回购公司联系者代表回购公司行事代名持已订立合约承诺条件回购承诺某条件获符合前提回购(公开约日期)股份言该约延伸该等股份该等股份视该约关股份款第(4)款规限具效力
(4) 分部言公开约作出约期终结前回购公司联系者代表回购公司行事代名回购订立合约承诺条件回购该约关股份情况该等股份须视该约关股份 ——
(a) 回购订立合约承诺回购该等股份时回购承诺回购代价价值超该约条款指明代价价值
(b) 述条款修改致公布该修改时回购订立合约承诺回购该等股份代价价值回购订立合约时超该条款指明代价价值
(5) 分部言关公开约延伸售股成员持股份该等股份视该约关股份
709 Shares to which general offer relates
(1) For the purposes of this Division if after a general offer is made but before the end of the offer period the repurchasing company buys back or contracts unconditionally to buy back any of the shares to which the offer relates but does not do so by virtue of acceptances of the offer those shares are not to be regarded as shares to which the offer relates This subsection has effect subject to subsection (2)
(2) For the purposes of this Division those shares are to be regarded as shares to which the general offer relates and the repurchasing company is to be regarded as having bought them back or contracted to buy them back by virtue of acceptances of that offer if—
(a) the value of the consideration for which the shares are bought back or contracted to be bought back at the time of the buyback or contract does not exceed the value of the consideration specified in the terms of that offer or
(b) those terms are subsequently revised so that when the revision is announced the value of the consideration for which the shares are bought back or contracted to be bought back at the time of the buyback or contract no longer exceeds the value of the consideration specified in those terms
(3) For the purposes of this Division shares that an associate of the repurchasing company or a nominee on the repurchasing company’s behalf holds or has contracted unconditionally or subject to conditions being satisfied to buy back whether at the date of the general offer or subsequently are not to be regarded as shares to which that offer relates even if that offer extends to those shares This subsection has effect subject to subsection (4)
(4) For the purposes of this Division where after a general offer is made but before the end of the offer period an associate of the repurchasing company or a nominee on the repurchasing company’s behalf buys back or contracts unconditionally to buy back any of the shares to which the offer relates the shares are to be regarded as shares to which the offer relates if—
(a) the value of the consideration for which the shares are bought back or contracted to be bought back at the time of the buyback or contract does not exceed the value of the consideration specified in the terms of the offer or
(b) those terms are subsequently revised so that when the revision is announced the value of the consideration for which the shares are bought back or contracted to be bought back at the time of the buyback or contract no longer exceeds the value of the consideration specified in those terms
(5) For the purposes of this Division the shares held by a nontendering member are not to be regarded as shares to which the general offer relates even if that offer extends to those shares
710 修改约视新约
分部言情况修改回购股份约条款视作出新约 ——
(a) 该约条款事宜作出规定 ——
(i) 该等条款修改
(ii) 接受先前条款须视接受修改条款
(b) 该修改该等规定作出
710 Revised offer not to be regarded as fresh offer
For the purposes of this Division a revision of the terms of an offer to buy back shares is not to be regarded as the making of a fresh offer if—
(a) the terms of the offer make provision for—
(i) their revision and
(ii) acceptances on the previous terms to be treated as acceptances on the revised terms and
(b) the revision is made in accordance with that provision
711 成员发出通知表明会提供股份供根公开约回购
(1) 回购公司成员关该公司授权会议通知发出日期日前该公司名成员发出通知表明该成员会提供持股份供该公司根关公开约回购
(2) 关约延伸售股成员持股份该成员权提供该等股份供回购公司根关公开约回购
(3) 条中 ——
授权会议 (authorizing meeting)回购公司言指该公司拟作出公开约予授权召开该公司会议
711 Member may give notice that member will not tender shares for buyback under general offer
(1) A member of a repurchasing company may on or before the date on which notice of an authorizing meeting of the company is given give notice to every other member of the company that the member will not tender any shares held by the member to be bought back by the company under the general offer
(2) A nontendering member is not entitled to tender any shares held by the member to be bought back by the repurchasing company under the general offer even if that offer extends to those shares
(3) In this section—
authorizing meeting (授权会议) in relation to a repurchasing company means a meeting of the company called for the purpose of authorizing a general offer that the company intends to make
第2次分部 —— 强迫出售
Subdivision 2—Squeezeout
712 回购公司发出通知表示全面回购少数股东股份
(1) 回购公司成员根第711条发出通知表明该成员会提供股份供该公司根公开约回购条适
(2) 公开约关类股份情况回购公司已该约获接受回购订立合约承诺条件回购该约关股份中少90该公司该约关股份持发出通知表明该公司意回购该等股份
(3) 公开约关类股份情况回购公司已该约获接受回购订立合约承诺条件回购该约关类股份中少90该公司藉该约关该类股份股份持发出通知表明该公司意回购该等股份
(4) 公开约关类股份情况回购公司已该约获接受回购订立合约承诺条件回购该约关股份中少90该公司原讼法庭提出申请求原讼法庭作出命令授权该公司该约关股份持发出通知表明该公司意回购该等股份
(5) 公开约关类股份情况回购公司已该约获接受回购订立合约承诺条件回购该约关类股份中少90该公司原讼法庭提出申请求原讼法庭作出命令授权该公司该约关该类股份股份持发出通知表明该公司意回购该等股份
(6) 原讼法庭信纳事宜应根第(4)(5)款提出申请作出命令 ——
(a) 回购公司作出合理查探追寻名名持关公开约关股份落
(b) 假该该等士接受该公开约该公司便会该约获接受回购订立合约承诺条件回购该约关股份类股份中少90
(c) 提供代价公合理
(7) 原讼法庭非信纳顾情况(尤须顾已找没接受关公开约股份持数目)作出述命令公正公否作出该命令
(8) 原讼法庭作出命令授权回购公司股份持发出通知该公司该持发出通知
712 Repurchasing company may give notice to buy out minority shareholders
(1) This section applies if a member or members of the repurchasing company has or have given notice under section 711 that the member or members will not tender any shares to be bought back by that company under a general offer
(2) If in the case of a general offer that does not relate to shares of different classes the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back at least 90 in number of the shares to which the offer relates the repurchasing company may give notice to the holder of any other shares to which the offer relates that it desires to buy back those shares
(3) If in the case of a general offer that relates to shares of different classes the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back at least 90 in number of the shares of any class to which the offer relates the repurchasing company may give notice to the holder of any other shares of that class to which the offer relates that it desires to buy back those shares
(4) If in the case of a general offer that does not relate to shares of different classes the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back less than 90 in number of the shares to which the offer relates the repurchasing company may apply to the Court for an order authorizing it to give notice to the holder of any other shares to which the offer relates that it desires to buy back those shares
(5) If in the case of a general offer that relates to shares of different classes the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back less than 90 in number of the shares of any class to which the offer relates the repurchasing company may apply to the Court for an order authorizing it to give notice to the holder of any other shares of that class to which the offer relates that it desires to buy back those shares
(6) The Court may on application under subsection (4) or (5) make the order if it is satisfied that—
(a) after reasonable enquiry the repurchasing company has been unable to trace one or more of the persons holding shares to which the general offer relates
(b) had the person or all those persons accepted the general offer the repurchasing company would have by virtue of acceptances of that offer bought back or contracted unconditionally to buy back at least 90 in number of the shares or the shares of any class to which that offer relates and
(c) the consideration offered is fair and reasonable
(7) The Court must not make the order unless it is satisfied that it is just and equitable to do so having regard to all the circumstances and in particular to the number of holders of shares who have been traced but who have not accepted the general offer
(8) If the Court makes an order authorizing the repurchasing company to give notice to the holder of any shares the repurchasing company may give notice to that holder
713 少数股东发出通知
(1) 第712条指股份持发出通知 ——
(a) 须符合指明格式
(b) 须两时间中较早者前该持发出 ——
(i) 公开约约期终结日起计3月终结时
(ii) 公开约日期起计6月终结时
(2) 述通知须藉方式股份持发出 ——
(a) 专香港交付该持
(b) 寄交址挂号邮递寄该持 ——
(i) 关公司簿册登记该持香港址
(ii) (没述址)该持关公司提供作接收发出通知香港址
(c) 处长应根第(3)款提出申请指示方式
(3) 情况关回购公司处长提出申请求处长股份持发出关通知方式作出指示 ——
(a) 该公司簿册登记该持香港址
(b) 该持没该公司提供作接收发出通知香港址
(4) 关公开约股份持选择代价述通知 ——
(a) 须提供关选项详情
(b) 须述明该持该通知日期2月藉着该通知指明址送交回购公司信件示明该持选择
(c) 须述明该持没示明选择该约指明代价会适
713 Notice to minority shareholders
(1) A notice to a holder of shares under section 712—
(a) must be given in the specified form and
(b) must be given to the holder before whichever is the earlier of the following—
(i) the end of the period of 3 months beginning on the day after the end of the offer period of the general offer
(ii) the end of the period of 6 months beginning on the date of the general offer
(2) The notice must be given to the holder of shares—
(a) by delivering it personally to that holder in Hong Kong
(b) by sending it by registered post to that holder to—
(i) an address of that holder in Hong Kong registered in the books of the company or
(ii) if there is no such address an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder or
(c) in the manner directed by the Registrar on an application made under subsection (3)
(3) The repurchasing company may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if—
(a) there is no address of the holder in Hong Kong registered in the books of the company and
(b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder
(4) If the general offer gives the holder of shares a choice of consideration the notice—
(a) must give particulars of the choices
(b) must state that the holder may within 2 months after the date of the notice indicate the holder’s choice by a letter sent to the repurchasing company at an address specified in the notice and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice
714 回购公司全面回购少数股东股份权利
(1) 通知根第712条股份持发出条适
(2) 非原讼法庭根第(3)款作出命令否回购公司权须公开约条款回购关股份
(3) 原讼法庭应关持述通知发出日期2月提出申请命令 ——
(a) 回购公司权须回购关股份
(b) 回购公司权须该命令指明条款回购关股份
(4) 第(2)款言关公开约属第713(4)条指者该公开约条款须视包括该条目载关通知详情陈述
714 Repurchasing company’s right to buy out minority shareholders
(1) This section applies if a notice is given under section 712 to the holder of any shares
(2) Unless the Court makes an order under subsection (3) the repurchasing company is entitled and bound to buy back the shares on the terms of the general offer
(3) The Court may on application by the holder made within 2 months after the date on which the notice was given order that—
(a) the repurchasing company is not entitled and bound to buy back the shares or
(b) the repurchasing company is entitled and bound to buy back the shares on the terms specified in the order
(4) For the purposes of subsection (2) if the general offer falls within section 713(4) the terms of the general offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section
715 权全面回购少数股东股份回购公司责
(1) 回购公司第714(2)条权须回购该公司股份该公司须关通知日期2月遵守第716条
(2) 述2月终结时第714(3)条目提出申请然决回购公司须该申请获处置切实行范围快遵守第716条
715 Obligations of repurchasing company with right to buy out minority shareholders
(1) If by virtue of section 714(2) a repurchasing company is entitled and bound to buy back any shares in the company the company must comply with section 716 within 2 months after the date of the notice
(2) If an application for the purposes of section 714(3) is pending at the end of those 2 months the repurchasing company must comply with section 716 as soon as practicable after the application has been disposed of
716 回购公司须通知关股份付款
(1) 情况回购公司须第712条指通知关股份该等股份持支付代价 ——
(a) 该持该公司交出该等股份股份证明书交出证明该等股份权证
(b) 该持该公司交出该公司满意弥偿
(2) 回购公司须注销第712条指通知关股份关该等股份代价存入独立息银行帐户
(3) 回购公司根第(2)款代价存入银行户口该公司须信讬方式该公司回购关股份前权该等股份持该代价
(4) 非属情况否回购公司述代价付予交付声称权该笔款项代价 ——
(a) 该交出关股份股份证明书交出证明该等股份权证
(b) 该交出令该公司满意弥偿
716 Repurchasing company must pay for shares to which notice relates
(1) The repurchasing company must pay the consideration for any shares to which the notice under section 712 relates to the holder of the shares if that holder produces to the repurchasing company—
(a) the share certificate or other evidence of title to the shares or
(b) an indemnity to the repurchasing company’s satisfaction
(2) The repurchasing company must cancel any other shares to which the notice under section 712 relates and deposit the consideration for those shares into a separate interestbearing bank account
(3) The repurchasing company must hold any consideration deposited into a bank account under subsection (2) on trust for the person who before the company bought back the shares was entitled to them
(4) The repurchasing company must not pay out or deliver the consideration to any person claiming to be entitled to it unless the person produces to the repurchasing company—
(a) the share certificate or other evidence of title to the shares or
(b) an indemnity to the repurchasing company’s satisfaction
717 补充第716条条文
(1) 情况条适 ——
(a) 权根第716(3)条信讬形式持代价落明
(b) 回购公司已隔段合理期间作出合理查探寻找该
(c) 收该代价已12年该公司已清盘
(2) 回购公司(该公司已清盘)清盘时清盘须出售 ——
(a) 属现金代价
(b) 该代价累算属现金利益
(3) 回购公司(该公司已清盘)清盘时清盘须法院支付笔代表项目款项 ——
(a) 关代价中属现金部分
(b) 第(2)款指出售收益
(c) 该代价累算权益股息利益
(4) 第(3)款指付款作出时关信讬告终止
(5) 项目开支信讬形式持代价支付 ——
(a) 第(1)(b)款述查探
(b) 第(2)款述出售
(c) 关第(3)款述法院作出付款法律程序
717 Provisions supplementary to section 716
(1) This section applies if—
(a) the person entitled to the consideration held on trust under section 716(3) cannot be found
(b) the repurchasing company has made reasonable enquiries at reasonable intervals to find that person and
(c) 12 years have elapsed since the consideration was received or the repurchasing company is wound up
(2) The repurchasing company or if the repurchasing company is wound up the liquidator or provisional liquidator must sell—
(a) any consideration other than cash and
(b) any benefit other than cash that has accrued from the consideration
(3) The repurchasing company or if the repurchasing company is wound up the liquidator or provisional liquidator must pay into court a sum representing—
(a) the consideration so far as it is cash
(b) the proceeds of any sale under subsection (2) and
(c) any interest dividend or other benefit that has accrued from the consideration
(4) The trust terminates on the payment being made under subsection (3)
(5) The expenses of the following may be paid out of the consideration held on trust—
(a) the enquiries mentioned in subsection (1)(b)
(b) the sale mentioned in subsection (2)
(c) the proceedings relating to the payment into court mentioned in subsection (3)
第3次分部 —— 强迫购买
Subdivision 3—Sellout
718 回购公司求全面回购少数股东股份
(1) 回购公司成员根第711条发出通知表明该成员会提供股份供该公司根公开约回购条适
(2) 公开约关类股份情况 ——
(a) 回购公司已该约获接受回购订立合约承诺条件回购该约关股份部分(非全部)
(b) 约期时间回购公司控制该公司股份(否包括售股成员持该公司股份)占该公司股份中少90
持该约关股份该期间终结前没接受该约持藉致予回购公司信件求该公司回购该等股份
(3) 公开约关类股份情况 ——
(a) 回购公司已该约获接受回购订立合约承诺条件回购该约关类股份部分(非全部)
(b) 约期时间回购公司控制该等股份(否包括售股成员持该类股份)占该类股份中少90
持该约关该类股份该期间终结前没接受该约持藉致予回购公司信件求该公司回购该等股份
(4) 条予股份持求回购公司回购该等股份权利两时间中较者3月行 ——
(a) 约期终结时
(b) 根第719条该持发出通知日期
(5) 关公开约股份持选择代价该持求回购公司回购该等股份信件中示明该持选择
(6) 条中提述回购公司控制股份提述 ——
(a) 回购公司联系者持股份代名代表该公司持股份
(b) 回购公司已公开约获接受回购订立合约承诺条件回购股份
(c) 回购公司该公司联系者代表该公司代名已回购已订立合约承诺条件回购承诺某条件获符合前提回购股份
718 Repurchasing company may be required to buy out minority
(1) This section applies if a member or members of the repurchasing company has or have given notice under section 711 that the member or members will not tender any shares to be bought back by that company under a general offer
(2) If in the case of a general offer that does not relate to shares of different classes—
(a) the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back some but not all of the shares to which the offer relates and
(b) at any time before the end of the offer period the shares in the repurchasing company controlled by that company with or without the shares in the repurchasing company held by the nontendering member represent at least 90 in number of the shares in the repurchasing company
the holder of any shares to which the offer relates who has not accepted the offer before the end of that period may by a letter addressed to the repurchasing company require that company to buy back those shares
(3) If in the case of a general offer that relates to shares of different classes—
(a) the repurchasing company has by virtue of acceptances of the offer bought back or contracted unconditionally to buy back some but not all of the shares of any class to which the offer relates and
(b) at any time before the end of the offer period the shares of that class controlled by the repurchasing company with or without the shares of that class held by the nontendering member represent at least 90 in number of the shares of that class
the holder of any shares of that class to which the offer relates who has not accepted the offer before the end of that period may by a letter addressed to the repurchasing company require that company to buy back those shares
(4) Rights given to the holder of any shares by this section to require a repurchasing company to buy back the shares are only exercisable within 3 months after whichever is the later of the following—
(a) the end of the offer period
(b) the date of the notice given to the holder under section 719
(5) If the general offer gives the holder of shares a choice of consideration that holder may indicate the holder’s choice in the letter requiring the repurchasing company to buy back the shares
(6) In this section a reference to shares controlled by a repurchasing company is a reference to—
(a) shares that are held by an associate of the repurchasing company or by a nominee on the repurchasing company’s behalf
(b) shares that the repurchasing company has by virtue of acceptances of the general offer acquired or contracted unconditionally to acquire or
(c) other shares that the repurchasing company an associate of the repurchasing company or a nominee on the repurchasing company’s behalf has acquired or has contracted unconditionally or subject to conditions being satisfied to acquire
719 回购公司须告知少数股东求全面回购股份权利
(1) 股份持根第718条权求回购公司回购该等股份该公司须该持发出通知告知该持 ——
(a) 该持根该条具权利
(b) 行该权利限期
(2) 回购公司已根第712条关持发出意回购关股份通知第(1)款适
(3) 回购公司违反第(1)款属犯罪处第5级罚款
719 Repurchasing company must notify minority shareholders of right to be bought out
(1) If the holder of any shares is entitled under section 718 to require a repurchasing company to buy back the shares the repurchasing company must give notice to the holder of—
(a) the holder’s rights under that section and
(b) the period within which those rights are exercisable
(2) Subsection (1) does not apply if the repurchasing company has given the holder a notice under section 712 that it desires to buy back the shares
(3) A repurchasing company that contravenes subsection (1) commits an offence and is liable to a fine at level 5
720 少数股东发出通知
(1) 第719条指股份持发出通知 ——
(a) 须符合指明格式
(b) 须关股份持根第718条权求回购公司回购该等股份首日起计月予该持
(2) 述通知公开约约期终结前发出须述明该约然予接受
(3) 述通知须藉方式股份持发出 ——
(a) 专香港交付该持
(b) 寄交址挂号邮递寄该持 ——
(i) 关公司簿册登记该持香港址
(ii) (没述址)该持关公司提供作接收发出通知香港址
(c) 处长应根第(4)款提出申请指示方式
(4) 情况回购公司处长提出申请求处长股份持发出关通知方式作出指示 ——
(a) 该公司簿册登记该持香港址
(b) 该持没该公司提供作接收发出通知香港址
(5) 关公开约股份持选择代价述通知 ——
(a) 须提供关选项详情
(b) 须述明该持第718条指求回购公司回购股份信件中示明该持选择
(c) 须述明该持没示明选择该约指明项代价会适
(6) 第(1)(2)(3)(5)款遭违反回购公司属犯罪处第4级罚款
720 Notice to minority shareholders
(1) A notice to a holder of shares under section 719—
(a) must be given in the specified form and
(b) must be given to the holder within one month after the first day on which the holder of the shares is entitled under section 718 to require the repurchasing company to buy back those shares
(2) If the notice is given before the end of the offer period of the general offer it must state that the offer is still open for acceptance
(3) The notice must be given to the holder of shares—
(a) by delivering it personally to that holder in Hong Kong
(b) by sending it by registered post to that holder to—
(i) an address of that holder in Hong Kong registered in the books of the company or
(ii) if there is no such address an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder or
(c) in the manner directed by the Registrar on an application made under subsection (4)
(4) A repurchasing company may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if—
(a) there is no address of the holder in Hong Kong registered in the books of the company and
(b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder
(5) If the general offer gives the holder of shares a choice of consideration the notice—
(a) must give particulars of the choices
(b) must state that the holder may indicate the holder’s choice in the letter requiring the repurchasing company to buy back any shares under section 718 and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice
(6) If subsection (1) (2) (3) or (5) is contravened the repurchasing company commits an offence and is liable to a fine at level 4
721 少数股东求回购公司全面回购股份权利
(1) 股份持根第718条求回购公司回购该等股份条适
(2) 非原讼法庭根第(3)款作出命令否回购公司权须关公开约条款回购关股份关持该公司议定条款回购关股份
(3) 原讼法庭应关持回购公司申请命令该公司权须该命令指明条款回购关股份
(4) 第(2)款言关公开约属第720(5)条指者该公开约条款须视包括该条目载关通知详情陈述
___________
721 Minority shareholders’ right to be bought out by repurchasing company
(1) This section applies if the holder of any shares requires the repurchasing company to buy back the shares under section 718
(2) Unless the Court makes an order under subsection (3) the repurchasing company is entitled and bound to buy back the shares on the terms of the general offer or on other terms as agreed between that holder and the repurchasing company
(3) The Court may on application by the holder or repurchasing company order that the repurchasing company is entitled and bound to buy back the shares on the terms specified in the order
(4) For the purposes of subsection (2) if the general offer falls within section 720(5) the terms of the general offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section
___________
第14部
Part 14
保障公司成员权益补救
(格式变更——2013年第1号编辑修订纪录)
Remedies for Protection of Companies’ or Members’ Interests
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
722 释义
(1) 部中 ——
公司 (company)包括非香港公司
(2) 某公司没章程细部中提述公司章程细须理解组织该公司该公司组织作出规定文书
722 Interpretation
(1) In this Part—
company (公司) includes a nonHong Kong company
(2) In this Part a reference to a company’s articles in the case of a company not having articles is to be read as the instrument constituting or defining the constitution of the company
第2分部 —— 公损害成员权益补救
Division 2—Remedies for Unfair Prejudice to Members’ Interests
723 释义
(1) ——
(a) 某紧接世前某公司成员分部中提述公司成员包括该遗产代理
(b) 某紧接世前某公司成员分部中提述公司成员包括该遗嘱该遗嘱情况世成该公司股份受讬该遗嘱该遗嘱情况世享该公司股份实益权益
(2) 某紧接世前某公司前度成员分部中提述公司前度成员包括该遗产代理
(3) 分部言非某符合说明否该某公司前度成员 ——
(a) 该该公司成员已该公司成员
(b) 该2005年7月15日该公司成员
723 Interpretation
(1) In this Division a reference to a member of a company includes—
(a) the personal representative of a person who immediately before the person’s death was a member of the company and
(b) a trustee of or a person beneficially interested in the shares of the company by virtue of the will or intestacy of another person who immediately before that other person’s death was a member of the company
(2) In this Division a reference to a past member of a company includes the personal representative of a person who immediately before the person’s death was a past member of the company
(3) For the purposes of this Division a person is not a past member of a company unless—
(a) the person was but is no longer a member of the company and
(b) the person ceased to be such a member on or after 15 July 2005
724 原讼法庭时命令作出补救
(1) 原讼法庭应某公司成员提出呈请认 ——
(a) 该公司事务正公损害众成员某名某成员(包括该成员)权益方式处理
(b) 该公司某项实际作出没作出作(包括代表该公司作出没作出作)该公司某项拟作出作出作(包括代表该公司作出作出作)具会具(a)段述损害性
行第725(1)(a)(2)条指权力
(2) 原讼法庭应财政司司长根第879(3)条提出呈请认 ——
(a) 某公司事务正公损害众成员某名某成员权益方式处理
(b) 某公司某项实际作出没作出作(包括代表该公司作出没作出作)该公司某项拟作出作出作(包括代表该公司作出作出作)具会具(a)段述损害性
行第725(1)(b)(2)条指权力
(3) 原讼法庭应某公司前度成员提出呈请认该前度成员该公司成员时 ——
(a) 该公司事务公损害时众成员时某名某成员(包括该前度成员)权益方式处理
(b) 该公司某项实际作出没作出作(包括代表该公司作出作包括没代表该公司作出作)具(a)段述损害性
行第725(4)条指权力
724 When Court may order remedies
(1) The Court may exercise the power under section 725(1)(a) and (2) if on a petition by a member of a company it considers that—
(a) the company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of the members generally or of one or more members (including the member) or
(b) an actual or proposed act or omission of the company (including one done or made on behalf of the company) is or would be so prejudicial
(2) The Court may exercise the power under section 725(1)(b) and (2) if on a petition by the Financial Secretary under section 879(3) it considers that—
(a) a company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of the members generally or of one or more members or
(b) an actual or proposed act or omission of a company (including one done or made on behalf of the company) is or would be so prejudicial
(3) The Court may exercise the power under section 725(4) if on a petition by a past member of a company it considers that at the time when the past member was a member of the company—
(a) the company’s affairs were conducted in a manner unfairly prejudicial to the interests of the members at that time generally or of one or more members at that time (including the past member) or
(b) an actual act or omission of the company (including one done or made on behalf of the company) was so prejudicial
725 原讼法庭命令作出补救
(1) 原讼法庭 ——
(a) 施行第724(1)条作出认合适命令第724(1)(a)(b)条述事情提供济助
(b) 施行第724(2)条作出认合适命令第724(2)(a) (b) 条述事情提供济助
(2) 局限第(1)款原原讼法庭 ——
(a) 作出命令 ——
(i) 具效力命令 ——
(A) 禁制继续第724(1)(a)(2)(a)条述方式处理关公司事务
(B) 禁制作出第724(1)(b)(2)(b)条述作
(C) 规定作出第724(1)(b)(2)(b)条述关公司没作出拟作出作
(ii) 规定关公司名义原讼法庭命令条款针原讼法庭命令提起原讼法庭认合适法律程序命令
(iii) 项目中项目委接理命令 ——
(A) 关公司财产部分
(B) 关公司业务部分
(iv) 原讼法庭认合适命令目作出 ——
(A) 规关公司事务日处理方式
(B) 关公司成员购买该公司成员股份
(C) 关公司购买成员股份相应减少资
(D) 目
(b) 关公司成员权益受该公司事务处理方式关作作公损害情况命令该公司该成员支付原讼法庭认合适损害赔偿原讼法庭认合适该等损害赔偿利息
(3) 原讼法庭根第(2)(a)(iii)款作出命令时指明接理权力责厘定酬金
(4) 施行第724(3)条关公司关键时间成员权益受该公司事务处理方式关作作公损害原讼法庭命令该公司该成员支付原讼法庭认合适损害赔偿原讼法庭认合适该等损害赔偿利息
(5) 免生疑问公司成员(前度成员现成员)均权藉着寻求第(2)(b)(4)款指损害赔偿追讨纯粹反映该公司蒙受普通法该公司权追讨损失
(6) 条中 ——
关键时间 (material time)指关前度成员关公司成员时间
725 Remedies that Court may order
(1) The Court may—
(a) for the purposes of section 724(1) make any order that it thinks fit for giving relief in respect of the matter mentioned in section 724(1)(a) or (b) and
(b) for the purposes of section 724(2) make any order that it thinks fit for giving relief in respect of the matter mentioned in section 724(2)(a) or (b)
(2) Without limiting subsection (1) the Court—
(a) may make any or all of the following orders—
(i) an order—
(A) restraining the continuance of the conduct of the company’s affairs in the manner mentioned in section 724(1)(a) or (2)(a)
(B) restraining the doing of the act mentioned in section 724(1)(b) or (2)(b) or
(C) requiring the doing of an act that as mentioned in section 724(1)(b) or (2)(b) the company has omitted or has proposed to omit to do
(ii) an order that proceedings that the Court thinks fit be brought in the company’s name against any person and on any terms that the Court so orders
(iii) an order appointing a receiver or manager of either or both of the following—
(A) the company’s property or any part of the property
(B) the company’s business or any part of the business
(iv) any other order that the Court thinks fit whether—
(A) for regulating the conduct of the company’s affairs in future
(B) for the purchase of the shares of any member of the company by another member of the company
(C) for the purchase of the shares of any member of the company by the company and the reduction accordingly of the company’s capital or
(D) for any other purpose and
(b) may order the company or any other person to pay any damages and any interest on those damages that the Court thinks fit to a member of the company whose interests have been unfairly prejudiced by the conduct of the company’s affairs or by the act or omission
(3) The Court may on making an order under subsection (2)(a)(iii) specify the powers and duties of and fix the remuneration of the receiver or manager
(4) For the purposes of section 724(3) the Court may order the company or any other person to pay any damages and any interest on those damages that the Court thinks fit to a member of the company at the material time whose interests were unfairly prejudiced by the conduct of the company’s affairs or by the act or omission
(5) To avoid doubt a member past or present of a company is not entitled to recover by way of damages under subsection (2)(b) or (4) any loss that solely reflects the loss suffered by the company that only the company is entitled to recover under the common law
(6) In this section—
material time (关键时间) means the time when the past member was a member of the company
726 藉原讼法庭命令修改章程细
(1) 公司章程细第725条指命令修改条适
(2) 述修改具效力犹该项修改藉关公司决议作出样条例适关章程细犹该项修改藉该公司决议作出样
(3) 条例规定关公司权未原讼法庭许抵触述命令方式修改章程细
(4) 关公司须述命令作出15日该命令正式文交付处长登记
(5) 公司违反第(4)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
726 Alteration of articles by order of Court
(1) This section applies if a company’s articles are altered by an order under section 725
(2) The alteration has the same effect and this Ordinance applies to the articles as if the alteration were made by a resolution of the company
(3) Despite anything in this Ordinance the company has no power without the leave of the Court to alter the articles in a way that is inconsistent with the order
(4) Within 15 days after the order is made the company must deliver an office copy of the order to the Registrar for registration
(5) If a company contravenes subsection (4) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
727 终审法院首席法官订立规
(1) 立法会批准终审法院首席法官订立规 ——
(a) 规根分部提起法律程序
(b) 订明须该法律程序支付费
(2) 述规赋权某提出问题该等规规定该该问题答复作针该证
(3) 述规赋权原讼法庭 ——
(a) 厘定须述法律程序支付该等规没订明费
(b) 更改厘定费
(4) 述规规定须述法律程序某支付费作拖欠该债项追讨
(5) 述规藉参费百分率计算表订明费原讼法庭根该等规藉参费百分率计算表厘定更改费
(6) 述条文订明厘定更改费时需参述法律程序相述法律程序招致行政费费款额
(7) 述条文订明厘定更改费会仅款额效
727 Chief Justice may make rules
(1) Subject to the approval of the Legislative Council the Chief Justice may make rules—
(a) for regulating proceedings under this Division and
(b) for prescribing fees payable in respect of such proceedings
(2) If the rules empower a person to put a question to another person they may also provide that that other person’s reply to the question may be used in evidence against that other person
(3) The rules may empower the Court—
(a) to fix any fee payable in respect of such proceedings that is not prescribed by the rules and
(b) to vary the fee so fixed
(4) The rules may provide that a fee payable to a person in respect of such proceedings is recoverable as a debt due to the person
(5) A fee may be prescribed by the rules or fixed or varied by the Court under the rules by reference to a scale of fees and percentages
(6) A fee may be so prescribed fixed or varied without reference to the amount of administrative or other costs incurred or likely to be incurred in relation to such proceedings
(7) A fee so prescribed fixed or varied is not invalid by reason only of the amount of the fee
第3分部 —— 公司事行作出补救等
Division 3—Remedies for Others’ Conduct in relation to Companies etc
728 第729条适范围
(1) 某公司言情况第729条适 ——
(a) 某事正事正拟事某行该行已构成正构成会构成 ——
(i) 违反条例行
(ii) 关违反条例错失
(iii) 第(4)款指明违反行
(b) 某拒绝没作出正拒绝没作出正拟拒绝作出条例规定该作出作事情
(2) 某公司言情况第729条适 ——
(a) 某条生效日期#前事正事正拟事 ——
(i) 构成会构成违反前身条例会构成违反条例行
(ii) 构成会构成关违反前身条例错失会构成关违反条例相错失行
(iii) 构成会构成第(4)款指明违反行行
(b) 该事正事正拟事述行事继续
(3) 某公司言情况第729条适 ——
(a) 某条生效日期#前拒绝没作出正拒绝没作出正拟拒绝作出前身条例规定该作出作事情
(b) 条例规定该作出该作事情
(c) 该拒绝没作出正拒绝没作出正拟拒绝作出述行事继续
(4) 施行第(1)(a)(iii)(2)(a)(iii)款指明违反行 ——
(a) 违反关关公司董事外身分该公司负受信责
(b) 违反关关公司董事身分该公司负受信责责
(c) 违反关公司章程细
(5) 条中提述关违反条例前身条例错失提述 ——
(a) 企图违反关条例
(b) 协助教唆怂促致违反关条例
(c) 企图威胁承诺方式诱违反关条例
(d) 直接间接方式知情情况牵涉入参违反关条例
(e) 串谋违反关条例
_____________________
编辑附注：
# 生效日期：2014年3月3日
728 Application of section 729
(1) Section 729 applies if in relation to a company—
(a) a person has engaged is engaging or is proposing to engage in conduct that constituted constitutes or would constitute—
(i) a contravention of this Ordinance
(ii) a default relating to a contravention of this Ordinance or
(iii) a breach specified in subsection (4) or
(b) a person has refused or failed is refusing or failing or is proposing to refuse or fail to do an act or thing that the person is required by this Ordinance to do
(2) Section 729 also applies if in relation to a company—
(a) a person had engaged was engaging or was proposing to engage before the commencement date# of this section in—
(i) conduct that constituted or would constitute a contravention of the predecessor Ordinance and that would also constitute a contravention of this Ordinance
(ii) conduct that constituted or would constitute a default relating to a contravention of the predecessor Ordinance and that would also constitute the same default relating to a contravention of this Ordinance or
(iii) conduct that constituted or would constitute a breach specified in subsection (4) and
(b) the engagement or proposal still subsists
(3) Section 729 also applies if in relation to a company—
(a) a person had refused or failed was refusing or failing or was proposing to refuse or fail before the commencement date# of this section to do an act or thing that the person was required by the predecessor Ordinance to do
(b) the person is also required by this Ordinance to do the act or thing and
(c) the refusal failure or proposal still subsists
(4) The breach specified for the purposes of subsection (1)(a)(iii) or (2)(a)(iii) is—
(a) a breach of the person’s fiduciary duties owed to the company in any capacity other than as a director of the company
(b) a breach of the person’s fiduciary or other duties as a director of the company owed to the company or
(c) a breach of the company’s articles
(5) In this section a reference to a default relating to a contravention of this Ordinance or the predecessor Ordinance is a reference to—
(a) an attempt to contravene the Ordinance
(b) aiding abetting counselling or procuring another person to contravene the Ordinance
(c) inducing or attempting to induce whether by threats promises or otherwise another person to contravene the Ordinance
(d) being in any way directly or indirectly knowingly concerned in or a party to a contravention of the Ordinance by another person or
(e) conspiring with others to contravene the Ordinance
_____________________
Editorial Note
# Commencement date 3 March 2014
729 原讼法庭命令作出补救
(1) 关公司成员债权提出申请该成员债权权益受正受会受关行关拒绝没作出关作事情影响原讼法庭应关申请作出命令 ——
(a) 原讼法庭认合适条款授予强制令 ——
(i) 第728(1)(a)(2)条言禁制该事该行规定该作出作事情
(ii) 第728(1)(b)(3)条言规定该作出作事情
(b) 命令该支付损害赔偿
(c) 宣布合约该命令指明范围属效致效
(2) 原讼法庭应财政司司长根第879(4)(5)条提出申请作出命令 ——
(a) 原讼法庭认合适条款授予强制令 ——
(i) 第728(1)(a)(2)条言禁制关事关行规定该作出作事情
(ii) 第728(1)(b)(3)条言规定关作出作事情
(b) 命令该支付损害赔偿
(c) 宣布合约该命令指明范围属效致效
(3) 原讼法庭根第(1)(a)(i)(2)(a)(i)款授予强制令禁制某事某行 ——
(a) 原讼法庭否觉该意图次事继续事该行
(b) 该前否事该行
(c) 该事该行会否造成重损害迫切危险
(4) 原讼法庭根第(1)(a)(2)(a)款授予强制令规定某作出某作事情 ——
(a) 原讼法庭否觉该意图次拒绝作出意图次作出该作事情意图继续拒绝作出意图继续作出该作事情
(b) 该前否拒绝作出没作出该作事情
(c) 该拒绝作出没作出该作事情会否造成重损害迫切危险
(5) 免生疑问均权藉着寻求第(1)(b)(2)(b)款指损害赔偿追讨纯粹反映关公司蒙受普通法该公司权追讨损失
729 Court may order remedies
(1) The Court may on application by a member or creditor of the company whose interests have been are or would be affected by the conduct or by the refusal or failure do any or all of the following—
(a) grant an injunction on the terms that the Court thinks fit—
(i) in the case of section 728(1)(a) or (2) restraining the person from engaging in the conduct or requiring the person to do any act or thing or
(ii) in the case of section 728(1)(b) or (3) requiring the person to do any act or thing
(b) order the person to pay damages to any other person
(c) declare any contract to be void or voidable to the extent specified in the order
(2) The Court may on application by the Financial Secretary under section 879(4) or (5) do any or all of the following—
(a) grant an injunction on the terms that the Court thinks fit—
(i) in the case of section 728(1)(a) or (2) restraining the person from engaging in the conduct or requiring the person to do any act or thing or
(ii) in the case of section 728(1)(b) or (3) requiring the person to do any act or thing
(b) order the person to pay damages to any other person
(c) declare any contract to be void or voidable to the extent specified in the order
(3) The Court may grant an injunction under subsection (1)(a)(i) or (2)(a)(i) restraining a person from engaging in a conduct—
(a) whether or not it appears to the Court that the person intends to engage again or to continue to engage in the conduct
(b) whether or not the person has previously engaged in the conduct and
(c) whether or not there is an imminent danger of substantial damage to any other person if the person engages in the conduct
(4) The Court may grant an injunction under subsection (1)(a) or (2)(a) requiring a person to do an act or thing—
(a) whether or not it appears to the Court that the person intends to refuse or fail again or to continue to refuse or fail to do the act or thing
(b) whether or not the person has previously refused or failed to do the act or thing and
(c) whether or not there is an imminent danger of substantial damage to any other person if the person refuses or fails to do the act or thing
(5) To avoid doubt a person is not entitled to recover by way of damages under subsection (1)(b) or (2)(b) any loss that solely reflects the loss suffered by the company that only the company is entitled to recover under the common law
730 补充第729条条文
(1) 原讼法庭第729(1)(2)条指申请裁定时认合适条款条件授予时强制令时损害赔偿时授予两者
(2) 原讼法庭解更改根第(1)款第729(1)(2)条授予强制令
730 Provisions supplementary to section 729
(1) The Court may grant an interim injunction or interim damages or both on the terms and conditions that it thinks fit pending the determination of an application under section 729(1) or (2)
(2) The Court may discharge or vary an injunction granted under subsection (1) or section 729(1) or (2)
第4分部 —— 公司作行提出衍生诉讼寻求补救等
Division 4—Derivative Action for Remedies for Misconduct against Companies etc
731 释义
分部中 ——
行 (misconduct)指欺诈疏忽违反责指遵条例法律规方面错失
法律程序 (proceedings)指法院司法辖权范围法律程序刑事法律程序外
731 Interpretation
In this Division—
misconduct (行) means fraud negligence breach of duty or default in compliance with any Ordinance or rule of law
proceedings (法律程序) means any proceedings (other than criminal proceedings) within the jurisdiction of any court
732 公司成员联系公司成员提起介入法律程序
(1) 某公司作出行该公司成员该公司联系公司成员获原讼法庭根第733 条批予许代表该公司该行法院提起法律程序
(2) 某公司作出行致该公司没事宜提起法律程序该公司成员该公司联系公司成员获原讼法庭根第733 条批予许代表该公司该事宜法院提起法律程序
(3) 某公司作出行致该公司没努力继续进行没努力中止法律程序没努力法律程序中抗辩该公司成员该公司联系公司成员获原讼法庭根第733条批予许介入法院进行该法律程序代表该公司继续进行中止该法律程序该法律程序中抗辩
(4) 根第(1)(2)款提起法律程序言诉讼属关公司该法律程序均须该公司名义提起关济助(话)须代表该公司寻求
(5) 根第(3)款介入法律程序言继续进行中止该法律程序该法律程序中抗辩权利属关公司关济助(话)须代表该公司寻求
(6) 抵触第736条规定分部影响公司成员公司联系公司成员普通法代表该公司提起法律程序权利影响该成员介入该公司属诉讼方法律程序权利
(7) 条阻止公司成员公司联系公司成员权利名义该公司提起法律程序介入该公司属诉讼方法律程序
732 Member of company or of associated company may bring or intervene in proceedings
(1) If misconduct is committed against a company a member of the company or of an associated company of the company may with the leave of the Court granted under section 733 bring proceedings in respect of the misconduct before the court on behalf of the company
(2) If because of misconduct committed against the company a company fails to bring proceedings in respect of any matter a member of the company or of an associated company of the company may with the leave of the Court granted under section 733 bring proceedings in respect of the matter before the court on behalf of the company
(3) If because of misconduct committed against the company a company fails to diligently continue discontinue or defend proceedings a member of the company or of an associated company of the company may with the leave of the Court granted under section 733 intervene in the proceedings before the court for the purpose of continuing discontinuing or defending those proceedings on behalf of the company
(4) The cause of action in relation to the proceedings under subsection (1) or (2) is vested in the company Any of those proceedings must be brought in the name of and the relief (if any) must be sought on behalf of the company
(5) The right to continue discontinue or defend any proceedings intervened in under subsection (3) is vested in and the relief (if any) must be sought on behalf of the company
(6) Subject to section 736 this Division does not affect any common law right of a member of a company or a member of an associated company of a company to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party
(7) This section does not prevent a member of a company or of an associated company of a company from bringing proceedings in respect of the company or intervening in any proceedings to which the company is a party on the member’s own behalf in respect of any personal right
733 原讼法庭批予提起介入法律程序许
(1) 原讼法庭应某公司成员某公司联系公司成员申请第732(1)(2)(3)条目批予许前提原讼法庭须信纳 ——
(a) 该申请表面该成员批予许似符合该公司利益
(b) ——
(i) 根第732(1)(2)条求批予提起法律程序许申请言须予认真处理问题须作审讯该公司身未提起关法律程序
(ii) 根第732(3)条求批予介入法律程序许申请言该公司没努力继续进行没努力中止关法律程序没努力关法律程序中抗辩
(c) (非原讼法庭已根第(5)款批予许)该成员已第(3)款送达书面通知予该公司该通知符合第(4)款规定
(2) 原讼法庭 ——
(a) 根第732(1)(2)条求批予提起法律程序许申请言信纳关成员已行普通法权利讼案事宜代表关公司提起法律程序
(b) 根第732(3)条求批予介入法律程序许申请言信纳关成员已行普通法权利介入关公司属诉讼方关法律程序
拒绝批予许
(3) 述书面通知须关成员关公司提出许申请前少14日 ——
(a) (属第2(1)条界定公司)该通知留邮递方式该通知寄注册办事处方式送达该公司
(b) (属非香港公司)第803条属妥该通知送达该公司方式送达该公司
(4) 述书面通知须述明 ——
(a) 关成员意图第732(1)(2)(3)条目关公司申请许
(b) 该成员该意图原
(5) 原讼法庭第(1)(c)款目批予许免送达述书面通知责
733 Leave of Court to bring or intervene in proceedings
(1) On application by a member of a company or of an associated company of a company the Court may grant leave for the purposes of section 732(1) (2) or (3) if it is satisfied that—
(a) on the face of the application it appears to be in the company’s interests that leave be granted to the member
(b) in the case of—
(i) an application for leave to bring proceedings under section 732(1) or (2) there is a serious question to be tried and the company has not itself brought the proceedings or
(ii) an application for leave to intervene in proceedings under section 732(3) the company has not diligently continued discontinued or defended the proceedings and
(c) except where leave is granted by the Court under subsection (5) the member has served a written notice on the company in accordance with subsection (3) and the notice complies with subsection (4)
(2) The Court may refuse to grant leave if it is satisfied that—
(a) in the case of an application for leave to bring proceedings under section 732(1) or (2) the member has in the exercise of any common law right brought proceedings on behalf of the company in respect of the same cause or matter or
(b) in the case of an application for leave to intervene in proceedings under section 732(3) the member has in the exercise of any common law right intervened in the proceedings in question to which the company is a party
(3) The written notice must be served on the company at least 14 days before the member applies for leave in respect of the company—
(a) in the case of a company as defined by section 2(1) by leaving the notice at or by sending the notice by post to its registered office or
(b) in the case of a nonHong Kong company in a manner that the notice is sufficiently served on the company by virtue of section 803
(4) The written notice must state—
(a) the member’s intention to apply for leave for the purposes of section 732(1) (2) or (3) in respect of the company and
(b) the reasons for that intention
(5) The Court may grant leave to dispense with the service of a written notice for the purposes of subsection (1)(c)
734 关行获批准追认禁止提出衍生诉讼
(1) 某公司成员批准追认行该批准追认 ——
(a) 阻止该公司成员该公司联系公司成员 ——
(i) 根第732(1)(2)条提起法律程序
(ii) 根第732(3)条介入法律程序
(iii) 第732(1)(2)(3)条目申请许
(b) 原讼法庭拒绝第732(1)(2)(3)条目批予许理
(c) 关成员提起介入法律程序中法院裁定告胜诉理
(2) 第(1)款规定法院顾第(3)款指明事宜决定项目作出种判决命令时考虑关批准追认 ——
(a) 根第732(1)(2)(3)条提起介入法律程序
(b) 第732(1)(2)(3)条目提出许申请
(3) 述事宜指 ——
(a) 顾关公司利益关成员批准追认关行时否正目行事
(b) 该等成员批准追认该行时该行关连程度
(c) 该等成员决定否批准追认该行时掌握少关该行资料
734 Approval or ratification of conduct does not bar derivative action
(1) If a company’s members approve or ratify any conduct the approval or ratification—
(a) does not prevent a member of the company or of an associated company of the company from—
(i) bringing proceedings under section 732(1) or (2)
(ii) intervening in proceedings under section 732(3) or
(iii) applying for leave for the purposes of section 732(1) (2) or (3)
(b) is not a ground for the Court to refuse to grant leave for the purposes of section 732(1) (2) or (3) and
(c) is not a ground for any court to determine the proceedings brought or intervened in by the member in favour of the defendant
(2) Despite subsection (1) the court may after having regard to the matters specified in subsection (3) take the approval or ratification into account in deciding what judgment or order to make in respect of—
(a) any proceedings brought or intervened in under section 732(1) (2) or (3) or
(b) an application for leave for the purposes of section 732(1) (2) or (3)
(3) The matters are—
(a) whether the members were acting for proper purposes having regard to the company’s interests when they approved or ratified the conduct
(b) to what extent those members were connected with the conduct when they approved or ratified the conduct and
(c) how wellinformed about the conduct those members were when they decided whether or not to approve or ratify the conduct
735 未原讼法庭许法律程序中止解
根第732(1)(2)(3)条提起介入法律程序该法律程序原讼法庭许方中止解
735 No discontinuance or settlement of proceedings without leave of Court
If proceedings are brought or intervened in under section 732(1) (2) or (3) the proceedings may only be discontinued or settled with the leave of the Court
736 原讼法庭撤销成员根普通法提起衍生法律程序等
(1) 情况条适 ——
(a) 原讼法庭第732(1)(2)条目某公司成员某公司联系公司成员批予许该成员行普通法权利讼案事宜代表该公司提起法律程序
(b) 原讼法庭第732(3)条目某公司成员某公司联系公司成员批予许该成员行普通法权利介入该公司属诉讼方关法律程序
(2) 原讼法庭 ——
(a) 命令修订根普通法提起法律程序根普通法作出介入行动中状书令状注明
(b) 命令剔该状书该注明该状书该注明容
(c) 命令搁置撤销根普通法提起法律程序根普通法作出介入行动登录判决
(3) 条增补非减损法律赋予原讼法庭权力
736 Court may dismiss derivative proceedings brought by member under common law etc
(1) This section applies if—
(a) after the Court grants leave to a member of a company or of an associated company of a company for the purposes of section 732(1) or (2) the member in the exercise of any common law right brings proceedings on behalf of the company in respect of the same cause or matter or
(b) after the Court grants leave to a member of a company or of an associated company of a company for the purposes of section 732(3) the member in the exercise of any common law right intervenes in the proceedings in question to which the company is a party
(2) The Court may—
(a) order to be amended any pleading or the indorsement of any writ in the proceedings brought under the common law or in the intervention under the common law
(b) order to be struck out such pleading or that indorsement or anything in such pleading or that indorsement and
(c) order the proceedings brought under the common law or the intervention under the common law to be stayed or dismissed or judgment to be entered accordingly
(3) This section is in addition to and does not derogate from any power of the Court given by the law
737 原讼法庭作出命令发出指示般权力
(1) 原讼法庭项目作出认合适命令发出认合适指示 ——
(a) 根第732(1)(2)(3)条提起介入法律程序
(b) 第732(1)(2)(3)条目提出许申请
(c) 拒绝批予述许
(d) 第736(2)条指命令
(2) 局限第(1)款原原讼法庭根该款(a)(b)段作出事情 ——
(a) 关法律程序申请裁定时作出时命令
(b) 发出关关法律程序申请进行指示
(c) 作出命令指示关公司该公司高级员 ——
(i) 提供提供原讼法庭认关法律程序申请言属合适资料协助
(ii) 作出作出作
(d) 作出命令委独立士事项进行调查原讼法庭提交报告 ——
(i) 关公司财务状况
(ii) 引致关法律程序申请事实情况
(iii) 关法律程序申请方招致讼费提起介入该法律程序提出该申请成员招致讼费
(3) 原讼法庭根第(2)(d)款委独立士 ——
(a) 命令士负支付调查引致开支法律责 ——
(i) 关公司
(ii) 关法律程序申请方
(iii) 提起介入关法律程序提出关申请成员
(b) 复核更改撤销根(a)段作出命令
(c) 作出原讼法庭认该款言属合适命令
(4) 命令根第(3)款作出更改根该命令某名某士负支付开支法律责原讼法庭决定该名名该等士法律责性质范围
737 Court’s general powers to order and direct
(1) The Court may make any order and give any direction that it thinks fit in respect of—
(a) any proceedings brought or intervened in under section 732(1) (2) or (3)
(b) an application for leave for the purposes of section 732(1) (2) or (3)
(c) a refusal to grant such leave or
(d) an order under section 736(2)
(2) Without limiting subsection (1) the Court may do any or all of the following under paragraph (a) or (b) of that subsection—
(a) make an interim order pending the determination of the proceedings or application
(b) give directions concerning the conduct of the proceedings or application
(c) make an order directing the company or an officer of the company—
(i) to provide or not to provide any information or assistance that the Court thinks fit for the purpose of the proceedings or application or
(ii) to do or not to do any other act
(d) make an order appointing an independent person to investigate and report to the Court on—
(i) the company’s financial position
(ii) the facts or circumstances that gave rise to the proceedings or application or
(iii) the costs incurred by the parties to the proceedings or application and by the member who brought or intervened in the proceedings or who made the application
(3) If the Court appoints an independent person under subsection (2)(d) it may—
(a) order any or all of the following persons to be liable for any expenses arising out of the investigation—
(i) the company
(ii) the parties to the proceedings or application
(iii) the member who brought or intervened in the proceedings or who made the application
(b) review vary or revoke an order made under paragraph (a) and
(c) make any other order that it thinks fit for the purposes of that subsection
(4) The Court may in relation to one or more persons who are liable for any expenses under an order made or varied under subsection (3) determine the nature and extent of the liability of the person or each of the persons
738 原讼法庭作出关讼费命令
(1) 原讼法庭讼费作出认合适命令 ——
(a) 会 ——
(i) 根第732(1)(2)(3)条提起介入会根第732(1)(2)(3)条提起介入法律程序招致讼费
(ii) 第732(1)(2)(3)条目提出许申请招致讼费
(b) 关成员关公司关法律程序申请方招致会招致讼费
(2) 述命令规定关公司须资产拨款弥偿关成员提起介入关法律程序提出关申请招致会招致讼费
(3) 原讼法庭须信纳关成员提起介入关法律程序提出关申请真诚行事合理理方根条讼费(包括关弥偿规定)作出利该成员命令
738 Court may order costs
(1) The Court may make any order that it thinks fit about the costs—
(a) incurred or to be incurred in relation to—
(i) any proceedings brought or intervened in or to be brought or intervened in under section 732(1) (2) or (3) or
(ii) an application for leave for the purposes of section 732(1) (2) or (3) and
(b) incurred or to be incurred by the member the company or any other parties to the proceedings or application
(2) An order may require the company to indemnify out of its assets the member against the costs incurred or to be incurred by that member in bringing or intervening in the proceedings or in making the application
(3) The Court may only make an order about costs (including the requirement as to indemnification) under this section in favour of the member if it is satisfied that the member was acting in good faith in and had reasonable grounds for bringing or intervening in the proceedings or making the application
第5分部 —— 成员查阅公司纪录
Division 5—Members’ Inspection of Company’s Records
739 释义
分部中 ——
文件 (document)具第838(1)条予该词涵义
纪录 (record)具第838(1)条予该词涵义
739 Interpretation
In this Division—
document (文件) has the meaning given by section 838(1)
record (纪录) has the meaning given by section 838(1)
740 原讼法庭命令查阅纪录文件
(1) 原讼法庭应某公司达需数目成员申请作出命令 ——
(a) 授权申请(名申请)中名申请查阅该公司纪录文件
(b) 授权非申请(名申请)非中名申请代表该申请该等申请查阅该公司纪录文件
(2) 原讼法庭信纳 ——
(a) 关申请真诚提出
(b) 查阅关纪录文件正目进行
作出述命令授权某查阅该纪录文件
(3) 原讼法庭作出述命令授权某查阅关纪录文件该复制该纪录文件原讼法庭命令外
(4) 原讼法庭作出述命令授权某查阅关纪录文件作出认合适命令包括 ——
(a) 规定关公司高级员该出示纪录文件命令
(b) 指明该查阅纪录文件命令
(c) 规定申请支付关公司该项查阅合理招致开支命令
(d) 准许该(该非申请)申请命令指明披露该项查阅取资料命令
(5) 遵根第(1)(4)款作出命令会仅遵该命令负民事法律责
(6) 条中提述某公司达需数目成员提述 ——
(a) 关申请日期日代表全体权该公司成员会表决成员表决权少25数目成员
(b) 少5名该公司成员
740 Court may order inspection of records or documents
(1) On application by a required number of a company’s members the Court may make an order—
(a) authorizing a person who is the applicant or one of the applicants to inspect any record or document of the company or
(b) authorizing a person who is not the applicant or one of the applicants to inspect any record or document of the company on behalf of the applicant or applicants
(2) The Court may make an order authorizing a person to inspect a record or document if it is satisfied that—
(a) the application is made in good faith and
(b) the inspection is for a proper purpose
(3) If the Court makes an order authorizing a person to inspect a record or document the person may unless the Court otherwise orders make copies of the record or document
(4) If the Court makes an order authorizing a person to inspect a record or document it may make any other order that it thinks fit including—
(a) an order requiring the company or an officer of the company to produce any record or document to the person
(b) an order specifying the record or document that may be inspected by the person
(c) an order requiring the applicant to pay the expenses reasonably incurred by the company in the inspection and
(d) an order permitting the person or if the person is not the applicant the applicant to disclose any information obtained as a result of the inspection to any other person specified in the order
(5) A person who complies with an order made under subsection (1) or (4) does not incur any civil liability by reason only of the compliance
(6) In this section a reference to a required number of a company’s members is a reference to—
(a) the number of members that represents at least 25 of the voting rights of all the members having a right to vote at the company’s general meetings at the date of application or
(b) at least 5 members of the company
741 保密
(1) 原讼法庭应某公司某名某成员申请根第740(1)条作出命令授权某查阅纪录文件该属申请披露该项查阅取资料
(2) 获授权属资料披露象申请未关公司事先书面意非申请披露关查阅取资料
(3) 第(2)款规定情况获授权属资料披露象申请披露述资料 ——
(a) 关披露提起刑事法律程序须作出情况刑事法律程序目须作出
(b) 关披露根第740(1)(4)条作出命令获准许
(c) 关披露法律根法律作出规定获准许
(4) 原讼法庭根第740(1)条作出命令授权某目查阅纪录文件该属资料披露象申请该项查阅取资料该项查阅申请目外目原讼法庭命令外
(5) 违反第(2)(4)款属犯罪 ——
(a) 循公诉程序定罪处罚款150000监禁2年
(b) 循简易程序定罪处第5级罚款监禁6月
741 Preservation of secrecy
(1) If on application by one or more members of a company the Court makes an order under section 740(1) authorizing a person to inspect a record or document the person may disclose any information obtained as a result of the inspection to a person who is an applicant
(2) The authorized person or the applicant to whom the information was disclosed must not without the company’s prior consent in writing disclose any information obtained as a result of the inspection to a person who is not an applicant
(3) Despite subsection (2) the authorized person or the applicant to whom the information was disclosed may disclose such information to another person if the disclosure is—
(a) required with a view to the institution of or otherwise for the purpose of any criminal proceedings
(b) permitted in accordance with an order made under section 740(1) or (4) or
(c) permitted in accordance with law or a requirement made under law
(4) If the Court makes an order under section 740(1) authorizing a person to inspect a record or document the person or the applicant to whom the information was disclosed must not unless the Court otherwise orders use any information obtained as a result of the inspection for any purpose other than the purpose for which the inspection is applied for
(5) A person who contravenes subsection (2) or (4) commits an offence and is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
742 法律专业保密权
第740条根该条作出命令授权查阅包含享法律专业保密权资料纪录文件
742 Legal professional privilege
Section 740 or an order made under it does not authorize a person to inspect any record or document containing information that is subject to legal professional privilege
743 保障资料
免生疑问第740741条根第740条作出命令授权违反资料(私隐)条例(第486章)情况收集保留资料
___________
743 Protection of personal data
To avoid doubt sections 740 and 741 or an order made under section 740 do not authorize the collection retention or use of personal data in contravention of the Personal Data (Privacy) Ordinance (Cap 486)
___________
第15部
Part 15
名撤销注册解散
(格式变更——2013年第1号编辑修订纪录)
Dissolution by Striking off or Deregistration
(Format changes—ER 1 of 2013)
第1分部 —— 名
Division 1—Striking off
第1次分部 —— 处长剔营运营业务公司名称权力
Subdivision 1—Registrar’s Power to Strike off Name of Company not in Operation or Carrying on Business
744 处长公司送交查询信件
(1) 处长合理相信某公司非正营运营业务处长藉邮递方式该公司送交封信件查询该公司否正营运营业务
(2) 述信件 ——
(a) 须寄关公司注册办事处注明该公司收件
(b) 处长没收关该公司注册办事处通知情况须寄该公司高级员注明该员转交该公司
(c) 该公司没高级员姓名名称址处长知情况须寄姓名名称址处长知名创办成员注明该等创办成员收件
(3) 处长认关公司注册办事处址法确定认该公司相会收第(1)款指信件处长宪报刊登公告代根该款送交信件该公告须述明非反提出否该公告日期3月终结时该公司名称会公司登记册剔该公司会解散
744 Registrar may send inquiry letter to company
(1) If the Registrar has reasonable cause to believe that a company is not in operation or carrying on business the Registrar may send to the company by post a letter inquiring whether the company is in operation or carrying on business
(2) A letter must be addressed—
(a) to the company at its registered office
(b) if notice of the company’s registered office has not been given to the Registrar to the care of an officer of the company or
(c) if there is no officer of the company whose name and address are known to the Registrar to each founder member whose name and address are known to the Registrar
(3) If the Registrar is of the opinion that the address of the company’s registered office cannot be ascertained or that a letter under subsection (1) is unlikely to be received by the company the Registrar may instead of sending a letter under that subsection publish in the Gazette a notice that unless cause is shown to the contrary the company’s name will be struck off the Companies Register and the company dissolved at the end of 3 months after the date of the notice
745 处长须某情况作出进
(1) 根第744(1)条送交信件月 ——
(a) 处长没收该信件作出回复
(b) 处长收该信件作出回复表明关公司非正营运非正营业务
条适
(2) 处长须述月终结30日 ——
(a) (第(4)款规定外)挂号邮递方式关公司送交封信件该封信件须 ——
(i) 提述根第744(1)条送交信件(首封信件)
(ii) 述明 ——
(A) 处长没收首封信件回复
(B) 处长已收首封信件作出回复表明该公司非正营运非正营业务
(b) 宪报刊登公告述明非反提出否该公告日期3月终结时该公司名称会公司登记册剔该公司会解散
(3) 述信件 ——
(a) 须寄关公司注册办事处注明该公司收件
(b) 处长没收关该公司注册办事处通知情况须寄该公司高级员注明该员转交该公司
(c) 该公司没高级员姓名名称址处长知情况须寄姓名名称址处长知名创办成员注明该等创办成员收件
(4) 处长认关公司注册办事处址法确定认该公司相会收根第(2)(a)款送交信件处长需根该款该公司送交信件
745 Registrar must follow up under certain circumstances
(1) This section applies if within one month after sending a letter under section 744(1)—
(a) the Registrar does not receive a reply to the letter or
(b) the Registrar receives a reply to the letter to the effect that the company is not in operation or carrying on business
(2) The Registrar must within 30 days after the end of that one month—
(a) subject to subsection (4) send to the company by registered post another letter—
(i) referring to the letter sent under section 744(1) and
(ii) stating that—
(A) no reply to it has been received or
(B) the Registrar has received a reply to it to the effect that the company is not in operation or carrying on business and
(b) publish in the Gazette a notice that unless cause is shown to the contrary the company’s name will be struck off the Companies Register and the company dissolved at the end of 3 months after the date of the notice
(3) A letter must be addressed—
(a) to the company at its registered office
(b) if notice of the company’s registered office has not been given to the Registrar to the care of an officer of the company or
(c) if there is no officer of the company whose name and address are known to the Registrar to each founder member whose name and address are known to the Registrar
(4) The Registrar is not required to send a letter to the company under subsection (2)(a) if the Registrar is of the opinion that the address of the company’s registered office cannot be ascertained or that the letter is unlikely to be received by the company
746 处长剔公司名称
(1) 根第744(3)745(2)(b)条刊登公告非反提出否处长该公告日期3月终结时公司登记册剔关公司名称
(2) 处长须宪报刊登公告示明关公司名称已公司登记册剔
(3) 第(2)款指公告刊登时关公司告解散
746 Registrar may strike off company’s name
(1) After publishing a notice under section 744(3) or 745(2)(b) the Registrar may unless cause is shown to the contrary strike the company’s name off the Companies Register at the end of 3 months after the date of the notice
(2) The Registrar must publish in the Gazette a notice indicating that the company’s name has been struck off the Companies Register
(3) On publication of the notice under subsection (2) the company is dissolved
第2次分部 —— 情况名
Subdivision 2—Striking off under Other Circumstances
747 处长公司清盘时行事责
(1) 情况第(2)款适 ——
(a) 公司正进行清盘
(b) 处长合理相信 ——
(i) 清盘时清盘正行事
(ii) 该公司事务已完全处理完毕
(c) 须清盘时清盘作出申报表已段连续6月期间没作出
(2) 第(5)款规定外处长须宪报刊登公告关公司清盘时清盘(话)送交份通知该公告通知须述明非反提出否该公告日期3月终结时该公司名称会公司登记册剔该公司会解散
(3) 送交公司通知 ——
(a) 须寄该公司注册办事处注明该公司收件
(b) 处长没收关该公司注册办事处通知情况须寄该公司高级员注明该员转交该公司
(c) 该公司没高级员姓名名称址处长知情况须寄姓名名称址处长知名创办成员注明该等创办成员收件
(4) 送交清盘时清盘通知须送交该清盘时清盘知址注明该清盘时清盘收件
(5) 处长认情况需根第(2)款关公司清盘时清盘送交通知 ——
(a) 该公司注册办事处址该清盘时清盘姓名名称址(视属情况定)法确定
(b) 该公司清盘时清盘(视属情况定)相会收该通知
(6) 根第(2)款刊登公告非反提出否处长该公告日期3月终结时公司登记册剔关公司名称
(7) 处长须宪报刊登公告示明关公司名称已公司登记册剔
(8) 第(7)款指公告刊登时关公司告解散
747 Registrar’s duty to act in case of company being wound up
(1) Subsection (2) applies if—
(a) a company is being wound up
(b) the Registrar has reasonable cause to believe that—
(i) no liquidator or provisional liquidator is acting or
(ii) the company’s affairs are fully wound up and
(c) the returns required to be made by the liquidator or provisional liquidator have not been made for 6 consecutive months
(2) Subject to subsection (5) the Registrar must publish in the Gazette and send to the company or the liquidator or provisional liquidator (if any) a notice that unless cause is shown to the contrary the company’s name will be struck off the Companies Register and the company dissolved at the end of 3 months after the date of the notice
(3) A notice to be sent to a company must be addressed—
(a) to the company at its registered office
(b) if notice of the company’s registered office has not been given to the Registrar to the care of an officer of the company or
(c) if there is no officer of the company whose name and address are known to the Registrar to each founder member whose name and address are known to the Registrar
(4) A notice to be sent to a liquidator or provisional liquidator must be addressed to the liquidator or provisional liquidator at the addressee’s last known address
(5) The Registrar is not required to send a notice to the company or the liquidator or provisional liquidator under subsection (2) if the Registrar is of the opinion that—
(a) the address of the company’s registered office or the name and address of the liquidator or provisional liquidator (as the case may be) cannot be ascertained or
(b) the notice is unlikely to be received by the company or the liquidator or provisional liquidator (as the case may be)
(6) After publishing a notice under subsection (2) the Registrar may unless cause is shown to the contrary strike the company’s name off the Companies Register at the end of 3 months after the date of the notice
(7) The Registrar must publish in the Gazette a notice indicating that the company’s name has been struck off the Companies Register
(8) On publication of the notice under subsection (7) the company is dissolved
748 原讼法庭剔适宜清盘公司名称
(1) 原讼法庭应处长申请觉某公司应解散顾该公司资产基理觉该公司清盘适原讼法庭命令公司登记册剔该公司名称解散该公司
(2) 述命令作出该命令日期关公司告解散
748 Court may strike off name of company not appropriate to be wound up
(1) If on application by the Registrar it appears to the Court that a company should be dissolved but having regard to the company’s assets or for other reasons it would not be appropriate to wind up the company the Court may order that the company’s name be struck off the Companies Register and the company dissolved
(2) If an order is made the company is dissolved on the date of the order
第2分部 —— 撤销注册
Division 2—Deregistration
749 释义
(1) 分部中 ——
公司 (company)包括 ——
(a) 公众公司
(b) 第(2)款指明公司
(2) 述公司 ——
(a) 银行业条例(第155章)第2(1)条界定认机构
(b) 保险业条例(第41章)第2(1)(2)条界定保险 (2015年第12号第167条修订)
(c) 根证券期货条例(第571章)第V部获发牌营该条例附表1第1部第1条界定受规活动业务法团
(d) (c)段述法团属证券期货条例(第571章)第VI部指者联系实体
(e) 强制性公积金计划条例(第485章)第2(1)条界定核准受讬
(f) 根受讬条例(第29章)第VIII部注册信讬公司公司
(g) 属(a)(b)(c)(d)(e) (f) 段指者附属公司公司
(h) 紧接提出第750条指申请前5年时间属(a)(b)(c)(d)(e)(f)(g)段指者公司
(3) 财政司司长藉宪报刊登公告修订第(2)款
749 Interpretation
(1) In this Division—
company (公司) excludes—
(a) a public company and
(b) a company specified in subsection (2)
(2) The company is—
(a) an authorized institution as defined by section 2(1) of the Banking Ordinance (Cap 155)
(b) an insurer as defined by section 2(1) and (2) of the Insurance Ordinance (Cap 41) (Amended 12 of 2015 s 167)
(c) a corporation licensed under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a business in any regulated activity as defined by section 1 of Part 1 of Schedule 1 to that Ordinance
(d) an associated entity within the meaning of Part VI of the Securities and Futures Ordinance (Cap 571) of a corporation mentioned in paragraph (c)
(e) an approved trustee as defined by section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap 485)
(f) a company registered as a trust company under Part VIII of the Trustee Ordinance (Cap 29)
(g) a company having a subsidiary that falls within paragraph (a) (b) (c) (d) (e) or (f) or
(h) a company that fell within paragraph (a) (b) (c) (d) (e) (f) or (g) at any time during the 5 years immediately before the application under section 750 is made
(3) The Financial Secretary may by notice published in the Gazette amend subsection (2)
750 申请撤销注册
(1) 公司董事成员均处长申请撤销该公司注册
(2) 非提出申请时 ——
(a) 成员均意撤销注册
(b) 述公司未开始营运营业务紧接提出申请前3月没营运营业务
(c) 该公司没尚未清偿债务
(d) 该公司法律程序方
(e) 该公司资产包含位香港动产
(f) (该公司控权公司)该公司附属公司资产均包含位香港动产
否提出申请
(3) 述申请须 ——
(a) 符合指明格式
(b) 附订明费
(c) 附税务局局长发出书面通知述明税务局局长反撤销关公司注册
(4) 申请公司须申请中提名名然负责接收撤销注册通知书
(5) 处长申请申请求进步资料申请须处长提供该资料
(6) 申请关连情况明知罔顾实情处长提供项属虚假具误导性资料属犯罪 ——
(a) 循公诉程序定罪处罚款300000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
附注——
请参阅第873条该条赋权处长会构成第(6)款订罪行作否已作出进行查讯目求交出纪录文件求该等纪录文件提供资料解释
750 Application for deregistration
(1) A company or a director or member of a company may apply to the Registrar for deregistration of the company
(2) An application must not be made unless at the time of the application—
(a) all the members agree to the deregistration
(b) the company has not commenced operation or business or has not been in operation or carried on business during the 3 months immediately before the application
(c) the company has no outstanding liabilities
(d) the company is not a party to any legal proceedings
(e) the company’s assets do not consist of any immovable property situate in Hong Kong and
(f) if the company is a holding company none of its subsidiary’s assets consist of any immovable property situate in Hong Kong
(3) An application—
(a) must be in the specified form
(b) must be accompanied by the prescribed fee and
(c) must be accompanied by a written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the company being deregistered
(4) If the applicant is a company it must nominate in the application a natural person to be given notice of the deregistration
(5) The applicant must give the Registrar any further information that the Registrar may request in connection with an application
(6) A person who in connection with an application knowingly or recklessly gives any information to the Registrar that is false or misleading in a material particular commits an offence and is liable—
(a) on conviction on indictment to a fine of 300000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
Note—
Please also see section 873 which empowers the Registrar to require the production of records or documents and the provision of information or explanation in respect of the records or documents for the purpose of enquiring into whether any act that would constitute an offence under subsection (6) has been done
751 处长撤销公司注册
(1) 处长收第750条指申请非知悉该条第(2)(3)(4)(5)款获符合否处长须宪报刊登关建议撤销关公司注册公告
(2) 述公告须述明非该公告刊登日期3月收撤销注册反否处长撤销关公司注册
(3) 述3月终结时处长未收撤销注册反处长宪报刊登公告宣布关公司注册该公告刊登日期撤销藉撤销该公司注册
(4) 宪报刊登第(3)款指公告日期关公司注册告撤销
(5) 处长撤销某公司注册时须关申请关申请中获提名负责接收撤销注册通知书发出撤销注册通知书
(6) 注册撤销时关公司告解散
751 Registrar may deregister company
(1) On receiving an application under section 750 the Registrar must publish in the Gazette a notice of the proposed deregistration unless the Registrar is aware of a failure to comply with subsection (2) (3) (4) or (5) of that section
(2) The notice must state that unless an objection to the deregistration is received within 3 months after the date of publication of the notice the Registrar may deregister the company
(3) If at the end of those 3 months the Registrar has not received any objection to the deregistration the Registrar may deregister the company by publishing in the Gazette another notice declaring it to be deregistered on the date of publication of that other notice
(4) A company is deregistered on the date of publication of the notice under subsection (3)
(5) On the deregistration of a company the Registrar must give notice of the deregistration to the applicant or to the person nominated in the application to be given the notice
(6) A company is dissolved on deregistration
第3分部 —— 已解散公司财产杂项事宜
Division 3—Property of Dissolved Company and Other Miscellaneous Matters
752 已解散公司财产属政府
(1) 某公司根部公司(清盘杂项条文)条例(第32章)第226A227239248条解散紧接解散前属该公司信讬形式该公司持财产权利属财物属政府
(2) 第(1)款效力须受述公司根条文恢复列入公司登记册事规限 ——
(a) 第4分部
(b) 公司(清盘杂项条文)条例(第32章)第290条
(3) 财产权利根第(1)款属政府该财产权利然受法律施加该财产权利法律责规限享假情况作属政府财产权利享豁免
(4) 第(3)款规定政府需关财产权利正履行述法律责范围利该财产权利履行该法律责
(5) 条中 ——
(a) 提述属某公司信讬形式某公司持财产权利包括批租土财产包括该公司信讬形式持财产权利
(b) 提述法律施加某财产权利法律责包括符合说明法律责 ——
(i) 属该财产权利押记申索权
(ii) 根课征差饷税项费条例产生
752 Dissolved company’s property vested in Government
(1) If a company is dissolved under this Part or section 226A 227 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) every property and right vested in or held on trust for the company immediately before the dissolution is vested in the Government as bona vacantia
(2) Subsection (1) has effect subject to the possible restoration of the company to the Companies Register under—
(a) Division 4 or
(b) section 290 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(3) If any property or right is vested in the Government under subsection (1) the property or right remains subject to the liabilities imposed on the property or right by law and does not have the benefit of any exemption that it might otherwise have as a property or right vested in the Government
(4) Despite subsection (3) the Government is only required to satisfy those liabilities out of the property or right to the extent that it is properly available to satisfy those liabilities
(5) In this section—
(a) a reference to a property or right vested in or held on trust for a company includes a leasehold property but excludes a property or right held by the company on trust for any other person and
(b) a reference to a liability imposed on a property or right by law includes a liability that—
(i) is a charge or claim on the property or right and
(ii) arises under an Ordinance that imposes rates taxes or other charges
753 卸弃已解散公司财产
(1) 财产权利(位香港动产外)根第752(1)条属政府处长动应拥该财产权利权益书面申请藉卸弃公告卸弃政府该财产权利权
(2) 处长动卸弃政府财产权利权处长须首次知悉该财产权利根第752(1)条属政府事日期3年行事
(3) 处长应申请卸弃政府财产权利权处长须收该申请3月行事
(4) 卸弃公告根第(2)(3)款须卸弃政府关财产权利权限期终结签署该公告属效
(5) 卸弃公告载项陈述述明 ——
(a) 处长该项陈述指明日期首次知悉关财产权利根第752(1)条属政府事
(b) 该项陈述指明日期前处长没收关财产权利提出求卸弃申请
非相反证明成立否该项陈述述事宜充分证
(6) 处长 ——
(a) 须登记卸弃公告
(b) 须宪报刊登该公告文
(c) 须该公告文送交第(1)款目提出申请
(7) 根条作出卸弃权利政府代表明示方式放弃藉取权表明放弃该权利意图作放弃
753 Disclaimer of dissolved company’s property
(1) If any property or right other than immovable property situate in Hong Kong is vested in the Government under section 752(1) the Registrar may on his or her own initiative or on written application by a person interested in the property or right disclaim the Government’s title to the property or right by a notice of disclaimer
(2) If the Registrar disclaims the Government’s title to any property or right on his or her own initiative the Registrar must do so within 3 years after the date on which the fact that the property or right is vested in the Government under section 752(1) first came to the Registrar’s notice
(3) If the Registrar disclaims the Government’s title to any property or right on application by a person the Registrar must do so within 3 months after the Registrar’s receipt of the application
(4) A notice of disclaimer is of no effect if it is signed after the end of the period within which the Government’s title to the property or right must be disclaimed under subsection (2) or (3)
(5) If a notice of disclaimer contains a statement that—
(a) the fact that the property or right is vested in the Government under section 752(1) first came to the Registrar’s notice on a date specified in the statement or
(b) no application for a disclaimer with respect to the property or right was received by the Registrar before a date specified in the statement
the statement is sufficient evidence of the matter stated in it unless the contrary is proved
(6) The Registrar—
(a) must register a notice of disclaimer
(b) must publish in the Gazette a copy of the notice and
(c) must send a copy of the notice to the person who made the application for the purposes of subsection (1)
(7) The right to disclaim under this section may be waived by or on behalf of the Government either expressly or by taking possession or other act showing an intention to waive the right
754 卸弃效力
(1) 处长根第753条卸弃政府财产权利权该财产权利须视没根第752(1)条属政府
(2) 卸弃行动 ——
(a) 关公司遭卸弃财产权利中享权利权益负法律责该财产权利享权利权益负法律责卸弃日期起予终结
(b) 影响权利法律责解关公司法律责属必者属例外
754 Effect of disclaimer
(1) If the Registrar disclaims the Government’s title to any property or right under section 753 the property or right is to be regarded as not having been vested in the Government under section 752(1)
(2) A disclaimer—
(a) terminates with effect from the date of the disclaimer the company’s rights interests and liabilities in or in respect of the property or right disclaimed and
(b) except so far as is necessary for the purpose of releasing the company from any liability does not affect any other person’s rights or liabilities
755 原讼法庭作出属命令
(1) ——
(a) 声称根第753条遭卸弃财产权利拥权益原讼法庭提出申请
(b) 该财产权利负某项没该卸弃解法律责原讼法庭提出申请
原讼法庭应关申请命令该财产权利属交付权享该财产权利受讬负(b)段述法律责受讬
(2) 原讼法庭认合适条款作出命令
(3) 饬令财产权利属交付第(1)(b)款述负法律责(该受讬)命令情况作出：原讼法庭觉关卸弃补偿该目作出该命令公正
(4) 饬令某财产权利属交付某命令旦作出该财产权利属该需转易转移转
755 Court may make vesting order
(1) On application by a person who—
(a) claims an interest in any property or right disclaimed under section 753 or
(b) is subject to a liability in respect of such property or right that is not discharged by the disclaimer
the Court may make an order for the vesting of the property or right in or its delivery to a person entitled to it or a person subject to the liability mentioned in paragraph (b) or a trustee for a person so entitled or subject
(2) An order may be made on the terms that the Court thinks fit
(3) An order for the vesting of a property or right in or its delivery to a person subject to a liability mentioned in subsection (1)(b) or a trustee for the person may only be made if it appears to the Court that it would be just to do so for the purpose of compensating the person in respect of the disclaimer
(4) On the making of an order for the vesting of a property or right in or its delivery to a person the property or right is vested in the person without conveyance assignment or transfer
756 已解散公司董事等法律责持续
公司根部解散公司名董事理成员法律责(话)然持续强制执行犹公司解散样
756 Liabilities of directors etc of dissolved company continue
Even though a company is dissolved under this Part the liability (if any) of every director manager and member of the company continues and may be enforced as if the company had not been dissolved
757 处长作已解散公司代表清盘代表行事
(1) 情况条适 ——
(a) 公司根条文解散 ——
(i) 部
(ii) 公司(清盘杂项条文)条例(第32章)第226A227239248条
(iii) 前身条例第291291A291AA条
(b) 证明提出致处长信纳 ——
(i) 假该公司然存会法律衡法责进行完成执行某项买卖交易事情
(ii) 进行完成执行该项买卖交易事情某项纯粹属行政性质涉行酌情权作应已该公司代表作出(假该公司然存)应该公司代表作出
(2) 处长作关公司代表清盘时清盘代表作出安排作出述作
(3) 处长签立签署关文书文件附加项备忘录述明处长作关公司代表清盘时清盘代表签立签署该文书文件
(4) 处长根第(3)款签立签署文书文件具效力犹该文书文件关公司(假然存)签立样
757 Registrar may act as dissolved company’s or liquidator’s representative
(1) This section applies if—
(a) a company has been dissolved under—
(i) this Part
(ii) section 226A 227 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or
(iii) section 291 291A or 291AA of the predecessor Ordinance and
(b) it is proved to the Registrar’s satisfaction that—
(i) the company if still existing would be legally or equitably bound to carry out complete or give effect to a dealing transaction or matter and
(ii) in order to carry out complete or give effect to the dealing transaction or matter a purely administrative act that is not discretionary should have been done by or on behalf of the company or should be done by or on behalf of the company if still existing
(2) The Registrar may do the act or cause the act to be done as the company’s or the liquidator’s or provisional liquidator’s representative
(3) The Registrar may execute or sign any relevant instrument or document adding a memorandum stating that the Registrar has done so as the company’s or the liquidator’s or provisional liquidator’s representative
(4) An instrument or document executed or signed by the Registrar under subsection (3) has the same effect as if the company if still existing had executed the instrument or document
758 前董事须备存已解散公司簿册文6年
(1) 公司根部公司(清盘杂项条文)条例(第32章)第226A227239248条解散名紧接解散前该公司董事均须确保该公司簿册文解散日期备存少6年
(2) 第(1)款适情况根条例条例须备存簿册文
(3) 违反第(1)款属犯罪处第3级罚款
(4) 某控犯第(3)款订罪行确立该合理理相信确实相信胜 ——
(a) 已获委确保第(1)款获遵守责
(b) 够执行该责
属免责辩护
758 Former director must keep dissolved company’s books and papers for 6 years
(1) If a company is dissolved under this Part or section 226A 227 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) every person who was a director of the company immediately before the dissolution must ensure that the company’s books and papers are kept for at least 6 years after the date of the dissolution
(2) Subsection (1) does not apply to the books and papers that are otherwise required to be kept by another person under this Ordinance or any other Ordinance
(3) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 3
(4) If a person is charged with an offence under subsection (3) it is a defence to establish that the person had reasonable grounds to believe and did believe that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) was complied with and
(b) was in a position to discharge that duty
759 原讼法庭已解散公司清盘权力
原讼法庭根公司(清盘杂项条文)条例(第32章)公司清盘权力受事情影响 ——
(a) 该公司名称已根第746747条公司登记册剔该公司已根该条解散
(b) 该公司已根第751条撤销注册解散
759 Court’s power to wind up dissolved companies
The Court’s powers under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) to wind up a company are not affected by the fact that—
(a) the company’s name has been struck off the Companies Register under section 746 or 747 and the company is dissolved under that section or
(b) the company has been deregistered and is dissolved under section 751
第4分部 —— 恢复列入公司登记册
Division 4—Restoration to Companies Register
第1次分部 —— 处长行政方式恢复注册
Subdivision 1—Administrative Restoration by Registrar
760 处长申请公司恢复注册
(1) 公司情况条适该公司 ——
(a) 该公司名称 ——
(i) 根第746747条公司登记册剔
(ii) 根前身条例第291条登记册剔
(b) 该公司已根该条解散
(2) 关公司董事成员处长申请求该公司恢复列入公司登记册
(3) 述申请须解散日期20年提出言处长收该申请时该申请提出时
(4) 述申请须附项陈述述明 ——
(a) 申请关公司董事成员
(b) 第761(2)条指明条件已获符合
(5) 处长接受述陈述第(4)(a)(b)款述事宜充分证
760 Application to Registrar for restoration of company
(1) This section applies to—
(a) a company whose name—
(i) has been struck off the Companies Register under section 746 or 747 or
(ii) has been struck off the register under section 291 of the predecessor Ordinance and
(b) the company is dissolved under that section
(2) A person who was a director or member of the company may apply to the Registrar for the restoration of the company to the Companies Register
(3) An application must be made within 20 years after the date of the dissolution For this purpose an application is made when it is received by the Registrar
(4) An application must be accompanied by a statement—
(a) that the applicant was a director or member of the company and
(b) that the conditions specified in section 761(2) are met
(5) The Registrar may accept the statement as sufficient evidence of the matters mentioned in subsection (4)(a) and (b)
761 批准申请条件
(1) 非第(2)款指明条件处长认合适条件均获符合否处长批准根第760条提出申请
(2) 述条件 ——
(a) 关公司名称公司登记册剔时该公司正营运营业务
(b) (位香港先前属该公司信讬形式该公司持动产已根第752(1)条属政府)政府反该公司恢复注册 (2018年第35号第72条修订)
(c) 申请已处长交付关该公司文件该等文件处长备存纪录反映新情况需 (2018年第35号第72条修订)
(d) 政府解散期间处理关财产权利费开支债务政府关申请程序招致费开支债务均已申请支付付 (2018年第35号第72条增补)
(3) (2018年第35号第72条废)
761 Conditions for granting application
(1) The Registrar must not grant an application made under section 760 unless all the conditions specified in subsection (2) and any other conditions that the Registrar thinks fit are met
(2) The conditions are—
(a) that the company was at the time its name was struck off the Companies Register in operation or carrying on business
(b) that if any immovable property situate in Hong Kong previously vested in or held on trust for the company has been vested in the Government under section 752(1) the Government has no objection to the restoration (Amended 35 of 2018 s 72)
(c) that the applicant has delivered to the Registrar the documents relating to the company that are necessary to bring up to date the records kept by the Registrar and (Amended 35 of 2018 s 72)
(d) that the Government’s costs expenses and liabilities in dealing with the property or right during the period of dissolution or in connection with the proceedings on the application have been paid or reimbursed by the applicant (Added 35 of 2018 s 72)
(3) (Repealed 35 of 2018 s 72)
762 处长申请作出决定
(1) 处长须根第760条提出申请作出决定通知申请
(2) 处长批准申请关公司根第(1)款发出通知日期恢复列入公司登记册处长须登记该通知须宪报刊登关该公司恢复注册公告
762 Registrar’s decision on application
(1) The Registrar must notify the applicant of the decision on an application made under section 760
(2) If the Registrar grants the application the company is restored to the Companies Register on the date on which notification is given under subsection (1) and the Registrar must register the notification and publish in the Gazette a notice of the restoration
763 处长错误撤销注册公司恢复注册
(1) 处长信纳某公司处长错误根第751条前身条例第291AA条撤销注册解散动该公司恢复列入公司登记册
(2) 第(1)款中提述处长错误包括基撤销注册申请申请该申请提供错误虚假资料犯错误
(3) 处长宪报刊登公告宣布关公司恢复注册藉该公司恢复列入公司登记册该公告刊登日期该公司告恢复注册
763 Registrar may restore company deregistered by mistake
(1) The Registrar may on his or her own initiative restore a company to the Companies Register if satisfied that it has been deregistered and is dissolved under section 291AA of the predecessor Ordinance or section 751 as a result of a mistake of the Registrar
(2) In subsection (1) a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong or false information given by the applicant in connection with the application for deregistration
(3) The Registrar may restore a company to the Companies Register by publishing in the Gazette a notice declaring the restoration and the restoration takes effect on the date of publication of the notice
764 恢复注册效果
(1) 某公司根次分部恢复列入公司登记册须视直持续存犹解散样
(2) 原讼法庭应申请作出认公正指示命令量关公司境况变犹该公司解散样
(3) 第(2)款目提出申请须关公司恢复注册日期3年提出
764 Effect of restoration
(1) If a company is restored to the Companies Register under this Subdivision it is to be regarded as having continued in existence as if it had not been dissolved
(2) On application by any person the Court may give directions and make orders as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not been dissolved
(3) An application for the purposes of subsection (2) must be made within 3 years after the date of the restoration
第2次分部 —— 藉原讼法庭命令恢复注册
Subdivision 2—Restoration by Order of Court
765 原讼法庭申请恢复注册
(1) 某公司名称某公司已根前身条例第291291A条登记册剔该公司已根该条解散符合说明原讼法庭提出申请求该公司恢复列入公司登记册 ——
(a) 该公司董事成员债权
(b) 该项名感受屈
(2) 某公司已根前身条例第291AA条撤销注册解散该项撤销注册感受屈原讼法庭提出申请求该公司恢复列入公司登记册
(3) 情况第(4)款适 ——
(a) 公司名称已根第746747748条公司登记册剔该公司已根该条解散
(b) 公司已根第751条撤销注册解散
(4) 原讼法庭提出求关公司恢复列入公司登记册申请士提出 ——
(a) 该公司董事成员债权
(b) 原讼法庭觉关事宜中利害关系(包括政府)
765 Application to Court for restoration
(1) Where a company’s name or a company has been struck off the register under section 291 or 291A of the predecessor Ordinance and the company is dissolved under that section an application to the Court for the restoration of the company to the Companies Register may be made by a person who—
(a) was a director or member or creditor of the company and
(b) feels aggrieved by the striking off
(2) Where a company has been deregistered and is dissolved under section 291AA of the predecessor Ordinance an application to the Court for the restoration of the company to the Companies Register may be made by a person who feels aggrieved by the deregistration
(3) Subsection (4) applies if—
(a) a company’s name has been struck off the Companies Register under section 746 747 or 748 and the company is dissolved under that section or
(b) a company has been deregistered and is dissolved under section 751
(4) An application to the Court for the restoration of the company to the Companies Register may be made—
(a) by a person who was a director or member or creditor of the company or
(b) by any other person including the Government who appears to the Court to have an interest in the matter
766 申请须时提出
(1) 第(2)(4)款规定外 ——
(a) 第765(1)条指申请须关公告根前身条例第291(6)条宪报刊登日期关命令根前身条例第291A(1)条作出日期20年提出
(b) 第765(2)条指申请须注册撤销20年提出
(c) 第765(4)条指申请须解散日期20年提出
(2) 提出第765条指申请目某够针关公司提起关身伤害损害赔偿法律程序该申请时间提出
(3) 情况第(4)款适 ——
(a) 公司名称已根第746747条公司登记册剔该公司已根该条解散
(b) 根第760条提出申请求该公司恢复列入公司登记册
(c) 处长已拒批述申请
(4) 第765(4)条指申请须期间提出 ——
(a) 解散日期20年原讼法庭应关申请申请容许较长限期
(b) (述20年期间已终结)处长根第762(1)条发出拒批通知28日
(5) 条中 ——
身伤害 (personal injury)包括疾病身体精神状态损伤
身伤害损害赔偿 (damages for personal injury)包括 ——
(a) 法律修订改革(综合)条例(第23章)第20(2)(b)(i)条申索款项损害赔偿
(b) 致命意外条例(第22章)损害赔偿
(c) 根雇员补偿条例(第282章)第5632条须死亡丧失工作力支付补偿
766 When application must be made
(1) Subject to subsections (2) and (4)—
(a) an application under section 765(1) must be made within 20 years after the date on which the notice was published in the Gazette under section 291(6) or on which the order was made under section 291A(1) of the predecessor Ordinance
(b) an application under section 765(2) must be made within 20 years of the deregistration and
(c) an application under section 765(4) must be made within 20 years after the date of the dissolution
(2) An application under section 765 may be made at any time if the purpose of the application is to enable a person to bring proceedings against the company for damages for personal injury
(3) Subsection (4) applies if—
(a) a company’s name has been struck off the Companies Register under section 746 or 747 and the company is dissolved under that section
(b) an application has been made under section 760 for the restoration of the company to the Companies Register and
(c) the Registrar has refused the application
(4) An application under section 765(4) must be made—
(a) within 20 years after the date of the dissolution or any further time that the Court allows on application by the applicant or
(b) if the period of 20 years has ended within 28 days after the Registrar gives notification of the refusal under section 762(1)
(5) In this section—
damages for personal injury (身伤害损害赔偿) includes—
(a) any sum and damages claimed by virtue of section 20(2)(b)(i) of the Law Amendment and Reform (Consolidation) Ordinance (Cap 23)
(b) damages under the Fatal Accidents Ordinance (Cap 22) and
(c) any compensation for death or incapacity under section 5 6 or 32 of the Employees’ Compensation Ordinance (Cap 282)
personal injury (身伤害) includes any disease and any impairment of a person’s physical or mental condition
767 原讼法庭申请作出决定
(1) 原讼法庭信纳 ——
(a) 关公司名称关公司剔时该公司正营运营业务
(b) 基原关公司恢复列入公司登记册公正
批准根第765(1)条提出申请
(2) 原讼法庭信纳关公司恢复列入公司登记册公正批准根第765(2) 条提出申请
(3) 原讼法庭信纳 ——
(a) 名称已公司登记册剔公司言 ——
(i) 该公司名称剔时该公司正营运营业务
(ii) 基原该公司恢复列入公司登记册公正
(b) 已撤销注册公司言 ——
(i) 第750(2)(a)(b)(c)(d)(e)条指明规定没获符合
(ii) 基原该公司恢复列入公司登记册公正
批准根第765(4)条提出申请
(4) 原讼法庭觉某条限制提起法律程序时间条例关法律程序会失败批准第766(2)条提出申请
(5) 根第(4)款作出批准申请决定时原讼法庭须顾根第768(2)条作出容指示权力：关公司解散原讼法庭作出命令间期间关条例目计算
(6) 原讼法庭批准根第765条提出申请申请须原讼法庭命令正式文交付处长登记该文登记时关公司告恢复注册
(7) 关公司根第(6)款恢复列入公司登记册处长须宪报刊登关该公司恢复注册公告
767 Court’s decision on application
(1) The Court may grant an application made under section 765(1) if satisfied that—
(a) the company was at the time the company’s name or the company was struck off in operation or carrying on business or
(b) it is otherwise just that the company be restored to the Companies Register
(2) The Court may grant an application made under section 765(2) if satisfied that it is just that the company be restored to the Companies Register
(3) The Court may grant an application made under section 765(4) if satisfied that—
(a) in the case of a company whose name has been struck off the Companies Register—
(i) the company was at the time its name was struck off in operation or carrying on business or
(ii) it is otherwise just that the company be restored to the Companies Register or
(b) in the case of a company that has been deregistered—
(i) any of the requirements specified in section 750(2)(a) (b) (c) (d) or (e) was not met or
(ii) it is otherwise just that the company be restored to the Companies Register
(4) The Court must not grant an application made pursuant to section 766(2) if it appears to the Court that the proceedings would fail by reason of an Ordinance limiting the time within which proceedings may be brought
(5) In making a decision under subsection (4) not to grant an application the Court must have regard to its power under section 768(2) to direct that the period between the dissolution of the company and the making of the Court’s order does not count for the purposes of the Ordinance
(6) If the Court grants an application made under section 765 the applicant must deliver to the Registrar for registration an office copy of the Court’s order and the restoration takes effect on the registration
(7) After a company is restored to the Companies Register under subsection (6) the Registrar must publish in the Gazette a notice of the restoration
768 恢复注册效果
(1) 某公司根第767条恢复列入公司登记册须视直持续存犹解散样
(2) 原讼法庭作出认公正指示命令量关公司境况变犹该公司解散样
(3) 原讼法庭事宜作出指示 ——
(a) 处长交付关关公司文件该等文件处长备存纪录反映新情况需
(b) 支付处长关公司恢复列入公司登记册进行法律程序招致费
(c) (先前属关公司信讬形式该公司持财产权利已根第752(1)条属政府)支付政府解散期间处理该财产权利费开支债务支付政府关申请程序招致费开支债务
768 Effect of restoration
(1) If a company is restored to the Companies Register under section 767 it is to be regarded as having continued in existence as if it had not been dissolved
(2) The Court may give directions and make orders as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not been dissolved
(3) The Court may also give directions as to—
(a) the delivery to the Registrar of the documents relating to the company that are necessary to bring up to date the records kept by the Registrar
(b) the payment of the Registrar’s costs in connection with the proceedings for the restoration of the company to the Companies Register and
(c) if any property or right previously vested in or held on trust for the company has been vested in the Government under section 752(1) the payment of the Government’s costs expenses and liabilities in dealing with the property or right during the period of dissolution or in connection with the proceedings on the application
第3次分部 —— 补充条文
Subdivision 3—Supplementary Provisions
769 恢复注册时公司名称
某公司根分部恢复列入公司登记册前名称恢复注册
769 Company’s name on restoration
If a company is restored to the Companies Register under this Division it is restored under its former name
770 公司须更改禁名称
(1) 假关公司恢复注册日期申请前名称注册第100条便会禁止该公司该名称注册第(2)款适
(2) 恢复注册28日关公司须 ——
(a) 特决议更改名称
(b) 符合指明格式通知该项更改通知处长
(3) 某公司根第(2)(b)款予改名通知非第100条禁止该公司关新名称注册否处长须 ——
(a) 新名称记入公司登记册取代前名称
(b) 发出更改名称证明书
(4) 名称更改关更改名称证明书发出日期生效
(5) 根条作出名称更改影响关公司权利义务该公司提起针该公司提起法律程序欠妥该公司前名称展开继续法律程序均该公司新名称展开继续该公司前名称针该公司展开继续法律程序均该公司新名称针该公司展开继续
(6) 公司违反第(2)款该公司名责均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(7) 条中 ——
前名称 (former name)根分部恢复列入公司登记册公司言指紧接解散前名称
770 Company must change prohibited name
(1) Subsection (2) applies if had the company applied on the date of the restoration to be registered by the former name section 100 would have prohibited the company from being registered by that name
(2) Within 28 days after the restoration the company—
(a) must by a special resolution change its name and
(b) must give notice in the specified form of the change to the Registrar
(3) If a company gives notice of a change of name under subsection (2)(b) the Registrar must unless the company is prohibited by section 100 from being registered by the new name—
(a) enter the new name on the Companies Register in place of the former name and
(b) issue a certificate of change of name
(4) The change of name has effect from the date on which the certificate of change of name is issued
(5) A change of name under this section does not affect any rights or obligations of the company or render defective any legal proceedings by or against it Any legal proceedings that could have been commenced or continued by or against it by its former name may be commenced or continued by or against it by its new name
(6) If the company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(7) In this section—
former name (前名称) in relation to a company restored to the Companies Register under this Division means the name that the company had immediately before it was dissolved
771 处长指示公司更改相相似名称等
(1) 公司根分部某名称恢复列入公司登记册 ——
(a) 该名称恢复注册时出现应已出现根前身条例第22C条备存名称索引公司名称索引名称相处长认该名称该名称太相似
(b) 该名称恢复注册时根某条例成立法团体设立法团体名称相处长认该名称该法团体名称太相似
处长藉书面通知指示该公司该通知指明限期更改该名称
(2) 述指示关公司恢复注册12月发出
(3) 处长根第(1)款发出通知指明限期结束前藉书面通知延长该限期
(4) 公司没关通知指明限期遵指示没根第(3)款延长限期遵指示该公司名责均属犯罪处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
771 Registrar may direct company to change same or similar name etc
(1) The Registrar may by notice in writing direct a company to change within the period specified in the notice a name under which the company is restored to the Companies Register under this Division if—
(a) the name is as at the time of the restoration the same as or in the Registrar’s opinion too like a name that appeared or should have appeared in the index of names kept under section 22C of the predecessor Ordinance or in the Index of Company Names or
(b) the name is as at the time of the restoration the same as or in the Registrar’s opinion too like a name of a body corporate incorporated or established under an Ordinance
(2) A direction may only be given within 12 months after the restoration
(3) The Registrar may before the end of the period specified in a notice given under subsection (1) by notice in writing extend the period
(4) If a company fails to comply with a direction within the period specified in the notice or extended under subsection (3) the company and every responsible person of the company commit an offence and each is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
772 处长公司没遵指示时更改公司名称
(1) 情况条适 ——
(a) 公司某名称违反第770(2)条
(b) 处长根第771(1)条指示某公司更改名称该公司没关通知指明限期(该限期根第771(3)条延长)没延长限期遵该指示
(2) 局限第770(6)771(4)条原 ——
(a) 关名称英文名称处长该名称更改符合说明名称︰该名称包含Company Registration Number字样该字样加该公司公司注册证明书述明注册编号
(b) 关名称中文名称处长该名称更改符合说明名称︰该名称包含公司注册编号字样该字样加该公司公司注册证明书述明注册编号
(c) 关名称包含英文名称中文名称处长该等名称更改符合说明名称 ——
(i) 新英文名称 该新名称包含Company Registration Number字样该字样加该公司公司注册证明书述明注册编号
(ii) 新中文名称该新名称包含公司注册编号中文字样该字样加该公司公司注册证明书述明注册编号
(3) 处长须新名称记入公司登记册取代前名称
(4) 名称更改新名称记入公司登记册日期生效
(5) 新名称记入公司登记册日期30日处长须 ——
(a) 书面通知关公司 ——
(i) 该公司名称已更改事实
(ii) 新名称
(iii) 该项更改根第(3)款生效日期
(b) 藉宪报刊登公告公布该事实该新名称该日期
(6) 根条作出名称更改影响关公司权利义务该公司提起针该公司提起法律程序欠妥该公司前名称展开继续法律程序均该公司新名称展开继续该公司前名称针该公司展开继续法律程序均该公司新名称针该公司展开继续
772 Registrar may change company name in case of failure to comply with direction
(1) This section applies if—
(a) a company contravenes section 770(2) in relation to a name or
(b) the Registrar directs a company to change a name under section 771(1) and the company fails to comply with the direction within the period specified in the notice or if the period is extended under 771(3) within the extended period
(2) Without limiting section 770(6) or 771(4) the Registrar may change the name to—
(a) in the case of an English name a name that consists of the words Company Registration Number as its prefix followed by the registration number of the company as stated in the certificate of incorporation
(b) in the case of a Chinese name a name that consists of the Chinese characters 公司注册编号 as its prefix followed by the registration number of the company as stated in the certificate of incorporation or
(c) in the case of a name consisting of both an English name and a Chinese name—
(i) a new English name that consists of the words Company Registration Number as its prefix followed by the registration number of the company as stated in the certificate of incorporation and
(ii) a new Chinese name that consists of the Chinese characters 公司注册编号 as its prefix followed by the registration number of the company as stated in the certificate of incorporation
(3) The Registrar must enter the new name in the Companies Register in place of the former name
(4) The change of name has effect from the date on which the new name is entered in the Companies Register
(5) Within 30 days after the date of entering the new name in the Companies Register the Registrar—
(a) must notify the company in writing of—
(i) the fact that the name of the company has been changed
(ii) the new name and
(iii) the date on which the change takes effect under subsection (3) and
(b) must publish a notice of that fact the new name and that date in the Gazette
(6) A change of name under this section does not affect any rights or obligations of the company or render defective any legal proceedings by or against it Any legal proceedings that could have been commenced or continued by or against it by its former name may be commenced or continued by or against it by its new name
773 恢复注册财物权利效果
(1) 关公司根分部公司(清盘杂项条文)条例(第32章)第290条恢复列入公司登记册政府处置方式处理根第752(1)条前身条例第292条属政府财产权利处置方式处理该财产权利中某项权益处置方式处理该财产权利权益方式政府处置方式处理属政府财物权利方式相 (2018年第35号第73条修订)
(2) 关公司恢复列入公司登记册第(3)(4)(5)(6)款适
(3) 关公司恢复注册影响述处置处理
(4) 财产权利先前属关公司信讬形式关公司持第(3)款局限该公司恢复注册该财产权利具效力
(5) 关公司恢复注册时财产权利权益然属政府该财产权利权益重新属该公司须受紧接重新属前附该财产权利权益债务法律责权益申索规限
(6) 第(7)款规定外 ——
(a) 政府收处置方式处理财产权利权益代价政府须关公司支付笔相等数目款额 ——
(i) 该代价款额
(ii) 该代价处置处理日期价值
(b) 政府没收代价政府须关公司支付笔相等处置方式处理财产权利权益处置处理日期价值款额
(7) 政府关处置处理招致合理费根第(6)款须支付款额中扣扣额限该费中前没作根第762条恢复注册条件没项根第768条作出指示支付予政府款额
___________
773 Effect of restoration on bona vacantia property or right
(1) The Government may dispose of or otherwise deal with any property or right vested in it under section 292 of the predecessor Ordinance or section 752(1) or an interest in the property or right in the same manner as it may dispose of or otherwise deal with any other property or right vested in it as bona vacantia even though the company may be restored to the Companies Register under this Division or section 290 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (Amended 35 of 2018 s 73)
(2) Subsections (3) (4) (5) and (6) apply if the company is restored to the Companies Register
(3) The restoration does not affect the disposition or dealing
(4) Subsection (3) does not limit the effect of the restoration in relation to any other property or right previously vested in or held on trust for the company
(5) If any property right or interest is still vested in the Government at the time of the restoration it revests in the company subject to any liability interest or claim that was attached to the property right or interest immediately before the revest
(6) Subject to subsection (7) the Government must pay to the company—
(a) if the Government received any consideration for the property right or interest disposed of or otherwise dealt with an amount equal to—
(i) the amount of the consideration or
(ii) the value of the consideration as at the date of the disposition or dealing or
(b) if no consideration was received an amount equal to the value of the property right or interest disposed of or otherwise dealt with as at the date of the disposition or dealing
(7) There may be deducted from the amount payable under subsection (6) the Government’s reasonable costs in connection with the disposition or dealing to the extent that the costs have not been paid to the Government as a condition of a restoration under section 762 or pursuant to a direction under section 768
___________
第16部
Part 16
非香港公司
(格式变更——2013年第1号编辑修订纪录)
NonHong Kong Companies
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
774 释义
(1) 部中 ——
土名称 (domestic name)某方成立法团非香港公司言指该公司该方注册名称
需细节 (required details)获授权代表言指 ——
(a) 该代表姓名名称香港址 (2018年第35号第74条修订)
(b) 该代表获授权日期
(c) (属然)资料 ——
(i) 该代表身分证号码
(ii) (该代表没身分证)该代表持护号码签发国家
法团名称 (corporate name)注册非香港公司言指该公司公司登记册注册土名称土名称译名
律师 (solicitor)指根法律执业者条例(第159章)资格律师身分行事
程序规例 (procedural regulations)指根第805条订立规例
批准名称 (approved name)注册非香港公司言指 ——
(a) 根第782(5)(a)785(5)(a)条记入公司登记册名称
(b) 该公司前身条例第337B(3)条注册名称
营业点 (place of business)包括股份户处股份登记处包括第(3)款指明办事处
获授权代表 (authorized representative)注册非香港公司言指获授权代该公司接受须该公司送达法律程序文件通知送达述士 ——
(a) 居香港然
(b) 法律执业者条例(第159章)第2(1)条界定律师法团
(c) 专业会计师条例(第50章)第2(1)条界定执业法团
(d) 律师行执业会计师事务
(2) 部中提述土名称核证英文译名中文译名提述关非香港公司公司注册证明书(等公司注册证书文件)核证英文译中文译示该名称英文译名中文译名(视属情况定)
(3) 第(1)款中营业点定义指明办事处银行业条例(第155章)第46条第(9)款界定银行金融理专员根该条作出批准设立维持营代表办事处
(4) 财政司司长藉宪报刊登公告修订第(3)款
(编辑修订——2013年第1号编辑修订纪录)
774 Interpretation
(1) In this Part—
approved name (批准名称) in relation to a registered nonHong Kong company means—
(a) the name entered in the Companies Register under section 782(5)(a) or 785(5)(a) or
(b) the name by which the company was registered by virtue of section 337B(3) of the predecessor Ordinance
authorized representative (获授权代表) in relation to a registered nonHong Kong company means—
(a) a natural person resident in Hong Kong
(b) a solicitor corporation as defined by section 2(1) of the Legal Practitioners Ordinance (Cap 159)
(c) a corporate practice as defined by section 2(1) of the Professional Accountants Ordinance (Cap 50) or
(d) a firm of solicitors or certified public accountants (practising)
that is authorized to accept on the company’s behalf service of any process or notice required to be served on the company
corporate name (法团名称) in relation to a registered nonHong Kong company means a domestic name or a translation of a domestic name by which the company is registered in the Companies Register
domestic name (土名称) in relation to a nonHong Kong company means the name or names by which the company is registered in its place of incorporation
place of business (营业点) includes a share transfer office and a share registration office but excludes an office specified in subsection (3)
procedural regulations (程序规例) means regulations made under section 805
required details (需细节) in relation to an authorized representative means—
(a) the name and address in Hong Kong of the representative (Amended 35 of 2018 s 74)
(b) the date on which the representative was authorized and
(c) in the case of a natural person—
(i) the number of the representative’s identity card or
(ii) if the representative does not have an identity card the number and issuing country of any passport held by the representative
solicitor (律师) means a person who is qualified to act as a solicitor under the Legal Practitioners Ordinance (Cap 159)
(2) In this Part a reference to a certified translation in English or Chinese of a domestic name is a reference to an English or Chinese translation of that name as shown in a certified translation in English or Chinese (as the case may be) of the certificate of incorporation (or its equivalent) of the nonHong Kong company
(3) The office specified for the purposes of the definition of place of business in subsection (1) is a local representative office established or maintained with the Monetary Authority’s approval under section 46 of the Banking Ordinance (Cap 155) by a bank as defined by subsection (9) of that section
(4) The Financial Secretary may by notice published in the Gazette amend subsection (3)
775 核证副
(1) 部言文件副第(2)款指明核证该文件真实副属核证副
(2) 述述者 ——
(a) 关副关非香港公司成立法团方核证 ——
(i) 受讬保关文件正该方政府官员
(ii) 该方执业公证
(iii) 该方执业律师
(iv) 该方执业专业会计师
(v) 获该方法律妥授权负责核证作司法法律途文件法院员
(vi) 该方执业专业公司秘书
(b) 关副香港核证 ——
(i) 香港执业公证
(ii) 香港执业律师
(iii) 执业会计师
(iv) 获法律授权负责核证作司法法律途文件香港法院员
(v) 关非香港公司成立法团方领事馆官员
(vi) 香港执业专业公司秘书
(c) 关非香港公司高级员
(d) 关注册非香港公司获授权代表
(3) 局长藉宪报刊登公告修订第(2)款
775 Certified copy
(1) For the purposes of this Part a copy of a document is a certified copy if it is certified as a true copy of the document by a person specified in subsection (2)
(2) The person is—
(a) if the copy is certified in the nonHong Kong company’s place of incorporation—
(i) an official of the government of that place to whose custody the original of the document is committed
(ii) a notary public practising in that place
(iii) a lawyer practising in that place
(iv) a professional accountant practising in that place
(v) an officer of a court of law duly authorized by the law of that place to certify documents for any judicial or other legal purpose or
(vi) a professional company secretary practising in that place
(b) if the copy is certified in Hong Kong—
(i) a notary public practising in Hong Kong
(ii) a solicitor practising in Hong Kong
(iii) a certified public accountant (practising)
(iv) an officer of the court in Hong Kong who is authorized by law to certify documents for any judicial or other legal purpose
(v) a consular officer of the nonHong Kong company’s place of incorporation or
(vi) a professional company secretary practising in Hong Kong
(c) an officer of the nonHong Kong company or
(d) an authorized representative of the registered nonHong Kong company
(3) The Secretary may by notice published in the Gazette amend subsection (2)
第2分部 —— 注册
Division 2—Registration
776 某非香港公司须申请注册
(1) 条适 ——
(a) 部生效日期日香港设立营业点非香港公司
(b) 符合说明非香港公司 ——
(i) 述生效日期日香港该生效日期前设立营业点
(ii) 没遵守紧接该生效日期前效前身条例第333条
(2) 第(1)(a)款指非香港公司须设立营业点月处长申请注册注册非香港公司
(3) 第(1)(b)款指非香港公司须部生效日期月处长申请注册注册非香港公司
(4) 第(2)(3)款指申请须 ——
(a) 符合指明格式
(b) 载程序规例订明详情
(c) 载少名拟关非香港公司注册时成获授权代表需细节
(d) 附程序规例订明文件
(e) 交付处长
(5) 关非香港公司土名称中拉丁字母字组成名称中文字名称 —— (2018年第35号第75条修订)
(a) 该公司土名称第(2)(3)款指申请须载该名称核证英文译名中文译名兼载两者
(b) 该公司土名称第(2)(3)款指申请须载中土名称核证英文译名中文译名兼载两者
(6) 非香港公司违反第(2)(3)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
776 Certain nonHong Kong companies must apply for registration
(1) This section applies to—
(a) a nonHong Kong company that establishes a place of business in Hong Kong on or after the commencement date of this Part and
(b) a nonHong Kong company that—
(i) at that commencement date has a place of business in Hong Kong established before the commencement date and
(ii) had not complied with section 333 of the predecessor Ordinance as in force immediately before that commencement date
(2) A nonHong Kong company falling within subsection (1)(a) must within one month after the establishment of the place of business apply to the Registrar for registration as a registered nonHong Kong company
(3) A nonHong Kong company falling within subsection (1)(b) must within one month after the commencement date of this Part apply to the Registrar for registration as a registered nonHong Kong company
(4) An application under subsection (2) or (3)—
(a) must be in the specified form
(b) must contain the particulars prescribed by procedural regulations
(c) must contain the required details of at least one person who is proposed to be an authorized representative on registration of the nonHong Kong company
(d) must be accompanied by the documents prescribed by procedural regulations and
(e) must be delivered to the Registrar
(5) If none of the nonHong Kong company’s domestic names is in characters of the Latin alphabet or in Chinese an application under subsection (2) or (3) must also contain— (Amended 35 of 2018 s 75)
(a) where the company has one domestic name a certified translation of that name in English or Chinese or both or
(b) where the company has more than one domestic name a certified translation of one of those names in English or Chinese or both
(6) If a nonHong Kong company contravenes subsection (2) or (3) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
777 非香港公司注册
(1) 处长收第776(2)(3)条指申请须关非香港公司注册注册非香港公司
(2) 关申请属第776(5)条规定须载土名称核证译名申请处长须 ——
(a) 关非香港公司拉丁字母字组成土名称中文字土名称时该两名称 (2018年第35号第76条修订)
(b) 程序规例载该申请某土名称核证英文译名中文译名(话)
记入公司登记册作法团名称
(3) 关申请第776(5)条目载土名称核证译名处长须该译名记入公司登记册作法团名称
(4) 处长根第(1)款注册非香港公司须 ——
(a) 该公司发出处长签署注册证明书核证该项注册
(b) 登记关申请附文件
777 Registration of nonHong Kong company
(1) On receiving an application under section 776(2) or (3) the Registrar must register the nonHong Kong company as a registered nonHong Kong company
(2) If the application is not required by section 776(5) to contain a certified translation of a domestic name the Registrar must enter in the Companies Register as a corporate name—
(a) the nonHong Kong company’s domestic name in characters of the Latin alphabet or that company’s domestic name in Chinese or both and (Amended 35 of 2018 s 76)
(b) the certified translation in English or Chinese of a domestic name (if any) contained in the application pursuant to procedural regulations
(3) If the application contains a certified translation of a domestic name for the purposes of section 776(5) the Registrar must enter that translation in the Companies Register as a corporate name
(4) On registering a nonHong Kong company under subsection (1) the Registrar—
(a) must issue to the company a certificate of registration with the Registrar’s signature certifying the registration and
(b) must register the application and accompanying documents
第3分部 —— 增加更改停法团名称
Division 3—Addition Change or Cessation of Corporate Name
778 公司须增加更改停名称译名通知处长
(1) 注册非香港公司增加土名称新拉丁字母字组成土名称中文字土名称该公司须增加名称日期月载增加名称事详情申报表交付处长登记 (2018年第35号第77条修订)
(2) 注册非香港公司土名称更改新土名称该公司须更改名称日期月载更改名称事详情申报表交付处长登记
(3) 注册非香港公司名称土名称该公司须事发生日期月份申报表交付处长登记该申报表 ——
(a) 须载事详情
(b) (该公司事发生名称记入公司登记册作法团名称)须载详情 ——
(i) 少新拉丁字母字组成土名称中文字土名称 (2018年第35号第77条修订)
(ii) 少土名称核证英文译名中文译名
(4) 非注册非香港公司土名称译名公司登记册注册否第(2)(3)款适
(5) ——
(a) 注册非香港公司没拉丁字母字组成法团名称采土名称核证英文译名作香港营业务时采名称 (2018年第35号第77条修订)
(b) 注册非香港公司没中文字法团名称采土名称核证中文译名作香港营业务时采名称
该公司须采该译名日期月载采该译名详情该土名称核证译名申报表交付处长登记
(6) 注册非香港公司土名称译名已记入公司登记册作法团名称该土名称译名取代作香港营业务时采名称该公司须取代该译名日期月载取代该译名详情该土名称核证译名申报表交付处长登记
(7) 注册非香港公司土名称译名已记入公司登记册作法团名称该译名该公司香港营业务时采名称该公司须停该译名日期月份申报表交付处长登记该申报表 ——
(a) 须载停该译名详情
(b) (该公司停该译名名称记入公司登记册作法团名称)须载详情 ——
(i) 少新拉丁字母字组成土名称中文字土名称 (2018年第35号第77条修订)
(ii) 少土名称核证英文译名中文译名
(8) 第(1)(2)(3)(5)(6)(7)款指申报表须 ——
(a) 符合指明格式
(b) 附处长指明文件
(9) 新土名称非拉丁字母字组成名称非中文字名称第(2)款指申报表须载该新土名称核证英文译名中文译名兼载两者 (2018年第35号第77条修订)
(10) 注册非香港公司违反第(1)(2)(3)(5)(6)(7)款该公司名责名授权准许该公司违反该款代理均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
778 Company must notify Registrar of addition change or cessation of name or translation of name
(1) If as a result of an addition of domestic name a registered nonHong Kong company has a new domestic name in characters of the Latin alphabet or in Chinese the company must within one month after the date of the addition deliver to the Registrar for registration a return containing the particulars of the addition (Amended 35 of 2018 s 77)
(2) If as a result of a change to a domestic name a registered nonHong Kong company has a new domestic name the company must within one month after the date of the change deliver to the Registrar for registration a return containing the particulars of the change
(3) If a name of a registered nonHong Kong company ceases to be a domestic name the company must within one month after the date of the cessation deliver to the Registrar for registration a return—
(a) containing the particulars of the cessation and
(b) where after the cessation the company no longer has a name entered in the Companies Register as a corporate name also containing the following particulars—
(i) at least one new domestic name in characters of the Latin alphabet or in Chinese or (Amended 35 of 2018 s 77)
(ii) the certified translation in English or Chinese of at least one domestic name
(4) Subsection (2) or (3) does not apply unless the registered nonHong Kong company is registered in the Companies Register by the domestic name or a translation of it
(5) If—
(a) a registered nonHong Kong company does not have a corporate name in characters of the Latin alphabet and the company adopts a certified translation in English of a domestic name under which it is to carry on business in Hong Kong or (Amended 35 of 2018 s 77)
(b) a registered nonHong Kong company does not have a corporate name in Chinese and the company adopts a certified translation in Chinese of a domestic name under which it is to carry on business in Hong Kong
the company must within one month after the date of the adoption deliver to the Registrar for registration a return containing the particulars of the adoption and the certified translation of the domestic name
(6) If a translation of a domestic name of a registered nonHong Kong company is entered in the Companies Register as a corporate name and the company replaces the translation with another translation of the domestic name under which it is to carry on business in Hong Kong the company must within one month after the date of the replacement deliver to the Registrar for registration a return containing the particulars of the replacement and the certified translation of the domestic name
(7) If a translation of a domestic name of a registered nonHong Kong company is entered in the Companies Register as a corporate name and the translation ceases to be a name under which it is to carry on business in Hong Kong the company must within one month after the date of the cessation deliver to the Registrar for registration a return—
(a) containing the particulars of the cessation and
(b) where after the cessation the company no longer has a name entered in the Companies Register as a corporate name also containing the following particulars—
(i) at least one new domestic name in characters of the Latin alphabet or Chinese or (Amended 35 of 2018 s 77)
(ii) the certified translation in English or Chinese of at least one domestic name
(8) A return under subsection (1) (2) (3) (5) (6) or (7)—
(a) must be in the specified form and
(b) must be accompanied by the documents specified by the Registrar
(9) A return under subsection (2) must also contain a certified translation of the new domestic name in English or Chinese or both if the new domestic name is neither in characters of the Latin alphabet nor in Chinese (Amended 35 of 2018 s 77)
(10) If a registered nonHong Kong company contravenes subsection (1) (2) (3) (5) (6) or (7) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
779 法团名称注册
(1) 处长收第778(1)(2)(3)(5)(6)(7)条指申报表处长须 ——
(a) 公司登记册作出注明表明关法团名称更改
(b) 关注册非香港公司发出载现行法团名称新注册证明书
(c) 登记该申报表附文件
(2) 处长收第778(1)条指申报表处长须关注册非香港公司新土名称记入公司登记册作法团名称
(3) 处长收第778(2)条指申报表第778(9)条规定该申报表载新土名称核证译名处长须 ——
(a) 关注册非香港公司新土名称
(b) 程序规例载该申报表该土名称核证英文译名中文译名(话)
记入公司登记册作法团名称
(4) 处长收第778(2)条指申报表该申报表第778(9)条目载新土名称核证译名处长须该译名记入公司登记册作法团名称
(5) 处长收第778(3)(7)条指申报表该申报表载第778(3)(b)(7)(b)条规定详情处长须该申报表载新土名称土名称核证译名记入公司登记册作法团名称
(6) 处长收第778(5)(6)条指申报表处长须该申报表载土名称核证译名记入公司登记册作法团名称
(7) 根第(1)(a)款作出注明时记入公司登记册作相旧法团名称言批准名称名称批准名称处长须公司登记册作出注明表明事
(8) 根第(2)(3)款作出记项时记入公司登记册作关注册非香港公司法团名称该公司土名称译名采语文新土名称采语文相该译名法团名称处长须公司登记册作出注明表明事
779 Registration of corporate name
(1) If the Registrar receives a return under section 778(1) (2) (3) (5) (6) or (7) the Registrar—
(a) must make a note in the Companies Register to the effect that there is a change of corporate name
(b) must issue to the registered nonHong Kong company a fresh certificate of registration containing the current corporate name and
(c) must register the return and accompanying documents
(2) If the Registrar receives a return under section 778(1) the Registrar must also enter in the Companies Register as a corporate name the registered nonHong Kong company’s new domestic name
(3) If the Registrar receives a return under section 778(2) and the return is not required by section 778(9) to contain a certified translation of a new domestic name the Registrar must also enter in the Companies Register as a corporate name—
(a) the registered nonHong Kong company’s new domestic name and
(b) the certified translation in English or Chinese of that domestic name (if any) contained in the return pursuant to procedural regulations
(4) If the Registrar receives a return under section 778(2) and the return contains a certified translation of a new domestic name for the purposes of section 778(9) the Registrar must also enter that translation in the Companies Register as a corporate name
(5) If the Registrar receives a return under section 778(3) or (7) and the return contains the particulars required by section 778(3)(b) or (7)(b) the Registrar must also enter in the Companies Register as a corporate name the new domestic name or the certified translation of a domestic name contained in the return
(6) If the Registrar receives a return under section 778(5) or (6) the Registrar must also enter in the Companies Register as a corporate name the certified translation of the domestic name contained in the return
(7) On a note being made under subsection (1)(a) a name entered in the Companies Register as an approved name in relation to the old corporate name is no longer an approved name and the Registrar must make another note in the Companies Register to that effect
(8) On an entry being made under subsection (2) or (3) a translation of a domestic name of the registered nonHong Kong company that is entered in the Companies Register as a corporate name of the company is no longer a corporate name if it is in the same language as the new domestic name and the Registrar must make a note in the Companies Register to that effect
第4分部 —— 注册非香港公司香港营业务时采名称规
Division 4—Regulation of Names Used by Registered NonHong Kong Companies to Carry on Business in Hong Kong
780 处长藉送达通知规法团名称批准名称采
(1) 处长信纳某注册非香港公司法团名称批准名称 ——
(a) 名称相太相似 ——
(i) 关键日期出现应已出现根前身条例第22C条备存名称索引公司名称索引名称
(ii) 关键日期前根某条例成立法团体设立法团体名称
(b) 该公司香港活动性质予具误导性显示致相会公众造成损害
处长该公司送达通知
(2) 述通知须述明送达该通知理
(3) 第(1)(a)款目送达通知须关键日期起计6月送达关注册非香港公司
(4) 条中 ——
关键日期 (material date) ——
(a) 根第777条记入公司登记册作法团名称注册非香港公司土名称土名称译名言指根该条发出注册证明书日期
(b) 根第779条记入公司登记册作法团名称注册非香港公司土名称土名称译名言指根该条发出注册证明书日期
(c) 注册非香港公司恢复列入公司登记册时记入公司登记册该公司土名称土名称译名言指恢复注册日期
(d) 部实施时已记入公司登记册注册非香港公司土名称土名称译名言指 ——
(i) 该公司遵守前身条例第333条日期
(ii) (该公司已根前身条例第335条申报表交付登记)根该条发出注册证明书日期
(e) 根第782(5)785(5)条记入公司登记册作批准名称名称言指根该条发出注册证明书日期
(f) 注册非香港公司前身条例第337B(3)条获注册批准名称名称言指注册日期
780 Registrar may serve notice to regulate use of corporate names or approved names
(1) The Registrar may serve a notice on a registered nonHong Kong company if satisfied that a corporate name or approved name of the company—
(a) is the same as or is too like—
(i) a name that appears or should have appeared in the index of names kept under section 22C of the predecessor Ordinance or in the Index of Company Names on the material date or
(ii) the name of a body corporate incorporated or established under an Ordinance before the material date or
(b) gives so misleading an indication of the nature of the company’s activities in Hong Kong as to be likely to cause harm to the public
(2) A notice must state the reasons for serving the notice
(3) A notice for the purposes of subsection (1)(a) must be served on a registered nonHong Kong company within 6 months beginning on the material date
(4) In this section—
material date (关键日期)—
(a) in relation to a domestic name or a translation of a domestic name of a registered nonHong Kong company that is entered in the Companies Register under section 777 as a corporate name means the date on which the certificate of registration was issued under that section
(b) in relation to a domestic name or a translation of a domestic name of a registered nonHong Kong company that is entered in the Companies Register under section 779 as a corporate name means the date on which the certificate of registration was issued under that section
(c) in relation to a domestic name or a translation of a domestic name of a registered nonHong Kong company that is entered in the Companies Register on a restoration of the company to the Companies Register means the date of the restoration
(d) in relation to a domestic name or a translation of a domestic name of a registered nonHong Kong company that has already been entered in the Companies Register as at the coming into operation of this Part means—
(i) the date on which the company complied with section 333 of the predecessor Ordinance or
(ii) if the company has delivered a return for registration under section 335 of the predecessor Ordinance the date on which the certificate of registration was issued under that section
(e) in relation to a name that is entered in the Companies Register under section 782(5) or 785(5) as an approved name means the date on which the certificate of registration was issued under that section or
(f) in relation to a name by which the registered nonHong Kong company was registered by virtue of section 337B(3) of the predecessor Ordinance as an approved name means the date of the registration
781 通知效力
(1) 注册非香港公司某法团名称某批准名称根第780(1)条获送达通知该公司送达日期2月终结采该名称香港营业务
(2) 注册非香港公司违反第(1)款该公司名责名授权准许该公司违反该款代理均属犯罪
(3) 犯第(2)款订罪行处第6级罚款关罪行持续罪行该罪行持续期间日处罚款2000
(4) 条关注册非香港公司订立交易效
781 Effect of notice
(1) If a registered nonHong Kong company is served with a notice under section 780(1) for a corporate name or approved name the company must not after the end of 2 months after the date of service carry on business in Hong Kong under that name
(2) If a registered nonHong Kong company contravenes subsection (1) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence
(3) A person who commits an offence under subsection (2) is liable to a fine at level 6 and in the case of a continuing offence to a further fine of 2000 for each day during which the offence continues
(4) This section does not invalidate any transaction entered into by the registered nonHong Kong company
782 香港营业务时采核准名称注册
(1) 注册非香港公司某法团名称相某法团名称言批准名称根第780(1)条获送达通知该公司处长提出书面申请求批准名称作该公司香港营业务时采相该法团名称言名称
(2) 述申请须交付处长
(3) 处长收求批准某名称申请非信纳事宜否须批准该名称 ——
(a) 该名称名称相太相似 ——
(i) 出现应已出现公司名称索引名称
(ii) 根某条例成立法团体设立法团体名称
(b) 该名称关注册非香港公司香港活动性质予具误导性显示致相会公众造成损害
(4) 处长批准名称关注册非香港公司符合指明格式申报表指明该名称该申报表交付处长登记
(5) 处长收申报表非信纳申报表指明名称出现应已出现公司名称索引名称相否须 ——
(a) 该指明名称记入公司登记册作关注册非香港公司香港营业务时采相关法团名称言名称
(b) 该公司发出载该法团名称记入公司登记册名称新注册证明书
(c) 登记该申报表
(6) 新注册证明书旦发出根第(5)(a)款记入公司登记册名称法律目言关注册非香港公司香港营业务时采名称
(7) 某注册非香港公司某名称根第780(1)条获送达通知第(6)款影响该名称属该公司权利责
(8) 第(6)款关注册非香港公司提起针关注册非香港公司提起法律程序欠妥该公司某名称根第780(1)条获送达通知该公司该名称展开继续法律程序该名称针该公司展开继续法律程序该法律程序该公司根第(5)(a)款记入公司登记册作相关法团名称言批准名称名称展开继续该批准名称针该公司展开继续
782 Registration of approved name for carrying on business in Hong Kong
(1) If a registered nonHong Kong company is served with a notice under section 780(1) for a corporate name or for an approved name in relation to a corporate name the company may apply in writing to the Registrar for approval of another name in relation to the corporate name under which the company is to carry on business in Hong Kong
(2) An application must be delivered to the Registrar
(3) On receiving an application for approval of a name the Registrar must approve the name unless satisfied that the name—
(a) is the same as or is too like—
(i) a name that appears or should have appeared in the Index of Company Names or
(ii) the name of a body corporate incorporated or established under an Ordinance or
(b) gives so misleading an indication of the nature of the registered nonHong Kong company’s activities in Hong Kong as to be likely to cause harm to the public
(4) If the Registrar approves a name the registered nonHong Kong company may deliver to the Registrar for registration a return in the specified form specifying the name so approved
(5) On receiving a return the Registrar must unless satisfied that the name specified in it is the same as a name that appears or should have appeared in the Index of Company Names—
(a) enter that specified name in the Companies Register as the name in relation to the corporate name under which the registered nonHong Kong company is to carry on business in Hong Kong
(b) issue to the company a fresh certificate of registration containing the corporate name and the name so entered and
(c) register the return
(6) On the issue of the fresh certificate of registration the name entered in the Companies Register under subsection (5)(a) is for all purposes of the law the name under which the registered nonHong Kong company is to carry on business in Hong Kong
(7) Subsection (6) does not affect any rights or obligations vested in the registered nonHong Kong company under the name for which the notice is served on the company under section 780(1)
(8) Subsection (6) does not render defective any legal proceedings by or against the registered nonHong Kong company If there are any legal proceedings that might have been commenced or continued by or against that company by the name for which the notice is served on that company under section 780(1) those proceedings may be commenced or continued by or against it by the name entered in the Companies Register under subsection (5)(a) as an approved name in relation to the corporate name
783 撤回通知
(1) 注册非香港公司某法团名称相某法团名称言批准名称根第780(1)条获送达通知该通知送达该公司提出书面申请处长应该申请撤回该通知
(2) 述通知撤回第781(1)条适关注册非香港公司
(3) 述通知送达作相关法团名称言批准名称名称记入公司登记册处长须撤回该通知时 ——
(a) 公司登记册作出注明表明该名称批准名称
(b) 关注册非香港公司发出新注册证明书该证明书须载送达该通知关名称
783 Withdrawal of notice
(1) After a registered nonHong Kong company is served with a notice under section 780(1) for a corporate name or for an approved name in relation to a corporate name the Registrar may on written application by the company withdraw the notice
(2) If the notice is withdrawn section 781(1) ceases to apply to the registered nonHong Kong company
(3) If after the notice is served a name is entered in the Companies Register as an approved name in relation to the corporate name the Registrar must on withdrawing the notice—
(a) make a note in the Companies Register to the effect that the name is no longer an approved name and
(b) issue to the registered nonHong Kong company a fresh certificate of registration containing the name for which the notice is served
784 针送达通知决定提出诉
注册非香港公司某法团名称相某法团名称言批准名称根第780(1)(b)条获送达通知该公司该通知送达3星期针送达该通知决定行政诉委员会提出诉
784 Appeal against decision to serve notice
Within 3 weeks after being served with a notice under section 780(1)(b) for a corporate name or for an approved name in relation to a corporate name a registered nonHong Kong company may appeal to the Administrative Appeals Board against the decision to serve the notice
785 更改批准名称
(1) 注册非香港公司处长提出书面申请求更改该公司香港营业务时采相某法团名称言批准名称
(2) 述申请须交付处长
(3) 处长收求更改批准名称申请非信纳事宜否须批准新名称 ——
(a) 新名称名称相太相似 ——
(i) 出现应已出现公司名称索引名称
(ii) 根某条例成立法团体设立法团体名称
(b) 新名称关注册非香港公司香港活动性质予具误导性显示致相会公众造成损害
(4) 处长批准新名称关注册非香港公司符合指明格式申报表指明该新名称该申报表交付处长登记
(5) 处长收申报表非信纳申报表指明新名称出现应已出现公司名称索引名称相否须 ——
(a) 该新名称记入公司登记册作关注册非香港公司香港营业务时采相关法团名称言名称
(b) 公司登记册作出注明表明关批准名称更改
(c) 该公司发出载该法团名称该新批准名称新注册证明书
(d) 登记该申报表
(6) 新注册证明书旦发出新批准名称法律目言关注册非香港公司香港营业务时采名称
(7) 第(6)款影响注册非香港公司法团名称旧批准名称属该公司权利责
(8) 第(6)款关注册非香港公司提起针关注册非香港公司提起法律程序欠妥该公司该公司法团名称旧批准名称展开继续法律程序该名称针该公司展开继续法律程序该法律程序该公司相该法团名称言新批准名称展开继续该新批准名称针该公司展开继续
785 Change of approved name
(1) A registered nonHong Kong company may apply in writing to the Registrar for change of an approved name in relation to a corporate name under which the company is to carry on business in Hong Kong
(2) An application must be delivered to the Registrar
(3) On receiving an application for change of an approved name the Registrar must approve the new name unless satisfied that the new name—
(a) is the same as or is too like—
(i) a name that appears or should have appeared in the Index of Company Names or
(ii) the name of a body corporate incorporated or established under an Ordinance or
(b) gives so misleading an indication of the nature of the registered nonHong Kong company’s activities in Hong Kong as to be likely to cause harm to the public
(4) If the Registrar approves a new name the registered nonHong Kong company may deliver to the Registrar for registration a return in the specified form specifying the new name so approved
(5) On receiving a return the Registrar must unless satisfied that the new name specified in it is the same as a name that appears or should have appeared in the Index of Company Names—
(a) enter the new name in the Companies Register as the name in relation to the corporate name under which the registered nonHong Kong company is to carry on business in Hong Kong
(b) make a note in the Companies Register to the effect that there is a change of approved name
(c) issue to the company a fresh certificate of registration containing the corporate name and the new approved name and
(d) register the return
(6) On the issue of the fresh certificate of registration the new approved name is for all purposes of the law the name under which the registered nonHong Kong company is to carry on business in Hong Kong
(7) Subsection (6) does not affect any rights or obligations vested in the registered nonHong Kong company under the corporate name or the old approved name
(8) Subsection (6) does not render defective any legal proceedings by or against the registered nonHong Kong company If there are any legal proceedings that might have been commenced or continued by or against that company by the corporate name or the old approved name those proceedings may be commenced or continued by or against it by the new approved name in relation to the corporate name
第5分部 —— 注册非香港公司获授权代表
Division 5—Authorized Representatives of Registered NonHong Kong Companies
786 公司须获授权代表需细节维持登记公司登记册
(1) 情况条适 ——
(a) 某公司登记册登记某注册非香港公司获授权代表
(b) 该该非香港公司获授权代表
(c) 该该公司获授权代表没公司登记册登记该非香港公司获授权代表
(2) 关士关公司获授权代表时该公司第794(3)798(3)条已注册非香港公司事第(1)(b)款言相干
(3) 述关非香港公司获授权代表月该公司须根第791(1)条关作该公司获授权代表申报表交付处长登记
(4) 关关非香港公司获授权代表时该公司已少11月香港设营业点第(3)款适该公司
(5) 非香港公司违反第(3)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
786 Company must keep authorized representative’s required details registered in Companies Register
(1) This section applies if—
(a) a person is registered in the Companies Register as an authorized representative of a registered nonHong Kong company
(b) the person ceases to be an authorized representative of the nonHong Kong company and
(c) after the cessation no person is registered in the Companies Register as an authorized representative of the nonHong Kong company
(2) For the purposes of subsection (1)(b) it is irrelevant that at the time of the cessation the company is no longer a registered nonHong Kong company by virtue of section 794(3) or 798(3)
(3) Within one month after the person ceases to be an authorized representative of the nonHong Kong company that company must deliver to the Registrar for registration under section 791(1) a return in respect of another person as an authorized representative of the company
(4) Subsection (3) does not apply to the nonHong Kong company if when the person ceases to be an authorized representative of that company it has ceased to have a place of business in Hong Kong for at least 11 months
(5) If a nonHong Kong company contravenes subsection (3) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
787 终止授权
(1) 公司登记册登记某注册非香港公司获授权代表述明终止授权日期书面终止通知送交该公司成立法团方注册办事处(等注册办事处点)藉终止该公司授权
(2) 注册非香港公司述明终止授权日期书面终止通知送交公司登记册示公司登记册登记该公司获授权代表址藉终止该授权
(3) 根第(1)(2)款送交终止通知送交该通知者须该通知日期月书面通知处长终止授权日期
(4) 某送交关通知时关注册非香港公司已少11月香港设营业点第(3)款适该
(5) 第(3)款指通知须 ——
(a) 符合指明格式
(b) 附程序规例订明文件
(6) 第(3)款指通知 ——
(a) 登记注册非香港公司获授权代表作出须载该作出陈述述明该公司已根第(1)款获通知授权终止事
(b) 注册非香港公司作出须载该公司作出陈述述明登记该公司获授权代表已根第(2)款获通知授权终止事
(7) 某项授权根第(1)(2)款终止该项授权两时间中较迟者终止 ——
(a) 终止通知述明终止授权日期
(b) 第(3)款获遵守21日届满时
(8) 条中提述注册非香港公司包括第794(3)798(3)条已注册非香港公司非香港公司
787 Termination of authorization
(1) A person registered in the Companies Register as an authorized representative of a registered nonHong Kong company may terminate the authorization by sending to the company’s registered office (or the equivalent) in its place of incorporation a written notice of termination stating the date of termination
(2) A registered nonHong Kong company may terminate the authorization of a person registered in the Companies Register as an authorized representative of the company by sending to the person’s address shown in the Companies Register a written notice of termination stating the date of termination
(3) After sending a notice of termination under subsection (1) or (2) the sender must within one month after the date of the notice notify the Registrar in writing of the date of termination
(4) Subsection (3) does not apply to the sender if at the time when the notice is sent the registered nonHong Kong company has ceased to have a place of business in Hong Kong for at least 11 months
(5) A notification under subsection (3)—
(a) must be in the specified form and
(b) must be accompanied by the documents prescribed by procedural regulations
(6) A notification under subsection (3)—
(a) if given by a person registered as an authorized representative of a registered nonHong Kong company must contain a statement by the person that the company has been notified of the termination under subsection (1) or
(b) if given by a registered nonHong Kong company must contain a statement by the company that the person registered as an authorized representative of the company has been notified of the termination under subsection (2)
(7) If an authorization is terminated under subsection (1) or (2) the termination takes effect on whichever is the later of the following—
(a) the date of termination stated in the notice of termination
(b) the expiration of 21 days after subsection (3) is complied with
(8) In this section a reference to a registered nonHong Kong company includes a nonHong Kong company that is no longer a registered nonHong Kong company by virtue of section 794(3) or 798(3)
第6分部 —— 注册非香港公司申报表帐目
Division 6—Returns and Accounts of Registered NonHong Kong Companies
788 公司须周年申报表交付登记
(1) 注册非香港公司须注册证明书根第777(4)(a)条前身条例发出日期周年日42日申报表交付处长登记
(2) 述申报表须 ——
(a) 符合指明格式
(b) 载程序规例订明详情
(c) 附程序规例订明文件
(3) 注册非香港公司违反第(1)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 注册非香港公司注册非香港公司高级员代理裁定犯第(3)款订罪行裁判官判施加罚外命令该公司员代理该命令指明时间申报表交付处长登记
(5) 注册非香港公司注册非香港公司高级员代理没遵第(4)款指命令该公司员代理属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
788 Company must deliver annual return for registration
(1) Within 42 days after each anniversary of the date on which the certificate of registration was issued under section 777(4)(a) or the predecessor Ordinance a registered nonHong Kong company must deliver to the Registrar a return for registration
(2) A return—
(a) must be in the specified form
(b) must contain the particulars prescribed by procedural regulations and
(c) must be accompanied by the documents prescribed by procedural regulations
(3) If a registered nonHong Kong company contravenes subsection (1) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If a registered nonHong Kong company or an officer or agent of a registered nonHong Kong company is convicted of an offence under subsection (3) the magistrate may in addition to any penalty that may be imposed order the company or the officer or agent to deliver to the Registrar a return for registration within a time specified in the order
(5) If a registered nonHong Kong company or an officer or agent of a registered nonHong Kong company fails to comply with an order under subsection (4) the company or the officer or agent commits an offence and is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
789 公司须帐目交付登记
(1) 某方成立法团注册非香港公司 ——
(a) 受该方法律规定须发表帐目帐目文交付某公众士权该办事处查阅该帐目
(b) 受 ——
(i) 该公司注册公司司法辖区法律规定须发表帐目帐目文交付某公众士权该办事处查阅该帐目
(ii) 该司法辖区证券交易类似监机构规章规定须发表帐目帐目文交付某公众士权该办事处查阅该帐目
该方法律该公司规定
条适
(2) 注册非香港公司根第788条申报表交付处长登记时须文件交付处长登记 ——
(a) (属第(1)(a)款情况)发表涵盖少12月期间帐目核证副该帐目须符合成立法团方法律
(b) (属第(1)(b)款情况)发表涵盖少12月期间帐目核证副该帐目须符合该款第(i)(ii)节述法律规章
(3) 注册非香港公司违反第(2)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
(4) 注册非香港公司注册非香港公司责代理裁定犯第(3)款订罪行裁判官判施加罚外命令该公司责代理该命令指明时间第(2)(a)(b)款述帐目核证副交付处长登记 (2018年第35号第78条修订)
(5) 注册非香港公司注册非香港公司责代理没遵第(4)款指命令该公司责代理属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000 (2018年第35号第78条修订)
(6) 帐目采英文中文拟备条中提述该帐目核证副提述该帐目核证英文译中文译
789 Company must deliver accounts for registration
(1) This section applies if a registered nonHong Kong company is required to publish its accounts or to deliver copies of its accounts to any person in whose office the accounts may be inspected as of right by members of the public—
(a) by the law of its place of incorporation or
(b) by either of the following but not by the law of its place of incorporation—
(i) the law of any other jurisdiction where it is registered as a company
(ii) the rules of any stock exchange or similar regulatory bodies in that jurisdiction
(2) When the registered nonHong Kong company delivers to the Registrar a return for registration under section 788 it must also deliver to the Registrar for registration—
(a) in the case of subsection (1)(a) a certified copy of its latest published accounts for a period of at least 12 months that comply with the law of its place of incorporation or
(b) in the case of subsection (1)(b) a certified copy of its latest published accounts for a period of at least 12 months that comply with any of the law or rules mentioned in subparagraphs (i) and (ii) of that subsection
(3) If a registered nonHong Kong company contravenes subsection (2) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
(4) If a registered nonHong Kong company or a responsible person or an agent of a registered nonHong Kong company is convicted of an offence under subsection (3) the magistrate may in addition to any penalty that may be imposed order the company or the responsible person or agent to deliver to the Registrar the certified copy of any accounts mentioned in subsection (2)(a) or (b) for registration within a time specified in the order (Amended 35 of 2018 s 78)
(5) If a registered nonHong Kong company or a responsible person or an agent of a registered nonHong Kong company fails to comply with an order under subsection (4) the company or the responsible person or agent commits an offence and is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues (Amended 35 of 2018 s 78)
(6) In this section a reference to a certified copy of any accounts is if the accounts are not in English or Chinese a reference to a certified translation of the accounts in English or Chinese
790 董事修改符合某规定帐目
(1) 帐目核证副已根第789条前身条例第336条交付处长登记关注册非香港公司董事觉该帐目符合第(2)款指明规性规定该等董事修改该帐目
(2) 述规性规定 ——
(a) 第789(1)(a)条前身条例第336(1)条适注册非香港公司帐目言指该公司成立法团方法律
(b) 第789(1)(b)条前身条例第336(2)条适注册非香港公司帐目言指 ——
(i) 该公司注册公司司法辖区法律
(ii) 该司法辖区证券交易类似监机构规章
(3) 帐目修改须局限 ——
(a) 该帐目符合第(2)款指明规性规定方面
(b) 需相应修改
(4) 注册非香港公司董事决定根第(1)款修改帐目该公司须该决定作出15日符合指明格式述明该帐目会根该款修改预警陈述交付处长登记
(5) 注册非香港公司违反第(4)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
790 Directors may revise accounts not complying with certain requirement
(1) If a certified copy of any accounts has been delivered to the Registrar for registration under section 336 of the predecessor Ordinance or section 789 and it appears to the directors of the registered nonHong Kong company that the accounts did not comply with the regulatory requirement specified in subsection (2) those directors may revise the accounts
(2) The regulatory requirement is—
(a) in relation to the accounts of a registered nonHong Kong company to which section 336(1) of the predecessor Ordinance or section 789(1)(a) applies the law of its place of incorporation or
(b) in relation to the accounts of a registered nonHong Kong company to which section 336(2) of the predecessor Ordinance or section 789(1)(b) applies—
(i) the law of any other jurisdiction where it is registered as a company or
(ii) the rules of any stock exchange or similar regulatory bodies in that jurisdiction
(3) A revision of the accounts must be confined to—
(a) those aspects in which the accounts did not comply with the regulatory requirement specified in subsection (2) and
(b) other necessary consequential revisions
(4) If the directors of a registered nonHong Kong company decide to revise any accounts under subsection (1) the company must within 15 days after the decision deliver to the Registrar for registration a warning statement in the specified form that the accounts will be so revised
(5) If a registered nonHong Kong company contravenes subsection (4) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
791 某详情更改公司须申报表交付登记
(1) 注册非香港公司出现第(2)款指明更改该公司须出现更改日期月载该项更改详情申报表交付处长登记
(2) 述更改指方面作出更改 ——
(a) 关注册非香港公司宪章法规章程纲(包括章程细(话))该公司组织作出规定文书
(b) 该公司董事公司秘书(联名公司秘书名秘书)获授权代表
(c) 已根部交付处长该公司董事公司秘书(联名公司秘书名公司秘书)获授权代表详情
(d) 该公司香港营业点址该公司成立法团方注册办事处(等注册办事处点)营业点址
(3) 述申报表须 ——
(a) 符合指明格式
(b) 载程序规例订明详情
(c) 附程序规例订明文件
#(4) 根第56(7)(b)条注册非香港公司条指申报表述明董事通讯址已更改第56(7)(b)(i)(ii)条指明址外址条该项更改适
(5) 注册非香港公司第(2)(a)款指明更改违反第(1)款该公司名责名授权准许该公司违反第(1)款代理均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(6) 注册非香港公司第(2)(b)(c)款指明更改违反第(1)款该公司名责名授权准许该公司违反第(1)款代理均属犯罪处第4级罚款关罪行持续罪行该罪行持续期间日处罚款700
(7) 注册非香港公司第(2)(d)款指明更改违反第(1)款该公司名责名授权准许该公司违反第(1)款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
_____________________
编辑附注：
# 第791(4)条尚未实施
791 Company must deliver return for registration in case of change of certain particulars
(1) If there is in relation to a registered nonHong Kong company a change specified in subsection (2) the company must within one month after the date of the change deliver to the Registrar for registration a return containing the particulars of the change
(2) The change is one made in—
(a) the charter statutes or memorandum (including articles if any) of the registered nonHong Kong company or other instruments defining the company’s constitution
(b) the directors company secretary (or where there are joint company secretaries each of them) or authorized representatives of the company
(c) the particulars of the directors company secretary (or where there are joint company secretaries each of them) or authorized representatives of the company delivered to the Registrar under this Part or
(d) the address of the company’s principal place of business in Hong Kong or of its registered office (or the equivalent) or its principal place of business in its place of incorporation
(3) A return—
(a) must be in the specified form
(b) must contain the particulars prescribed by procedural regulations and
(c) must be accompanied by the documents prescribed by procedural regulations
#(4) If the registered nonHong Kong company is not allowed under section 56(7)(b) to state in a return under this section that a director’s correspondence address is changed to an address other than the address specified in section 56(7)(b)(i) or (ii) this section does not apply in relation to that change
(5) If a registered nonHong Kong company contravenes subsection (1) in respect of a change specified in subsection (2)(a) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(6) If a registered nonHong Kong company contravenes subsection (1) in respect of a change specified in subsection (2)(b) or (c) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
(7) If a registered nonHong Kong company contravenes subsection (1) in respect of a change specified in subsection (2)(d) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
_____________________
Editorial Note
# Section 791(4) is not yet in operation
第7分部 —— 责
Division 7—Other Obligations
792 (2018年第35号第79条废)
792 (Repealed 35 of 2018 s 79)
793 注册非香港公司须开始清盘事等通知处长
(1) 注册非香港公司须第(2)款指明两日期中较迟日期15日符合指明格式通知交付处长登记该通知须载 ——
(a) 第(3)款指明详情
(b) (获委清盘时清盘)第(4)款指明进步详情
(2) 述日期 ——
(a) 关注册非香港公司清盘法律程序展开日期
(b) 关该法律程序展开通知展开该法律程序方法律送达该公司日期
(3) 述详情 ——
(a) 关注册非香港公司清盘法律程序展开日期
(b) 展开该法律程序国家
(c) 该清盘发清盘抑强制清盘第(1)款指通知指明方式清盘
(4) 述进步详情 ——
(a) 关获委清盘抑获委时清盘
(b) 该单独清盘抑清盘中清盘中
(c) 作出该项委日期
(d) 关该细节 ——
(i) (属然)现时名字姓氏址身分证号码(该没身分证)该持护号码签发国家
(ii) (属然)名称址
(5) 情况第(6)款适 ——
(a) 第(1)款指通知载详情更改
(b) 该通知交付处长登记清盘时清盘获委
(c) 姓名名称载该通知清盘时清盘已停该职
(6) 注册非香港公司须关更改委停日期15日符合指明格式通知交付处长登记该通知须载该项更改详情第(4)款指明关获委清盘时清盘进步详情关清盘时清盘停日期
(7) 注册非香港公司违反第(1)(6)款该公司名责名授权准许该公司违反该款代理均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(8) 条中 ——
名字 (forename)包括教名取名
姓氏 (surname)通常姓氏名衔认识言指该名衔
793 Registered nonHong Kong company must notify Registrar of commencement of liquidation etc
(1) Within 15 days after the later of the dates specified in subsection (2) a registered nonHong Kong company must deliver to the Registrar for registration a notice in the specified form containing—
(a) the particulars specified in subsection (3) and
(b) if a person is appointed as liquidator or provisional liquidator the further particulars specified in subsection (4)
(2) The dates are—
(a) the date of commencement of any proceedings for the liquidation of the registered nonHong Kong company and
(b) the date on which the notice of commencement of such proceedings was served on the company according to the law of the place in which those proceedings are commenced
(3) The particulars are—
(a) the date of commencement of the proceedings for the liquidation of the registered nonHong Kong company
(b) the country where the proceedings are commenced and
(c) whether the liquidation is a voluntary or compulsory liquidation or is in another mode of liquidation as specified in the notice under subsection (1)
(4) The further particulars are—
(a) whether the person is appointed as liquidator or provisional liquidator
(b) whether the person is a sole liquidator or one of the joint or joint and several liquidators
(c) the date of the appointment and
(d) the following details of the person—
(i) in the case of a natural person the present forename and surname the address and the number of the identity card or if the person does not have an identity card the number and issuing country of any passport held by the person or
(ii) in any other case the name and the address
(5) Subsection (6) applies if—
(a) any change occurs in the particulars contained in a notice under subsection (1)
(b) a liquidator or provisional liquidator is appointed after such a notice is delivered to the Registrar for registration or
(c) the liquidator or provisional liquidator whose name is contained in such a notice has ceased to hold office as such
(6) Within 15 days after the change appointment or cessation the registered nonHong Kong company must deliver to the Registrar for registration a notice in the specified form containing the particulars of the change the further particulars specified in subsection (4) of the liquidator or provisional liquidator appointed or the date of the cessation to hold office as liquidator or provisional liquidator
(7) If a registered nonHong Kong company contravenes subsection (1) or (6) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(8) In this section—
forename (名字) includes a Christian or given name
surname (姓氏) in the case of a person usually known by a title different from the person’s surname means the title
794 注册非香港公司须香港设营业点事通知处长
(1) 注册非香港公司香港设营业点该公司须香港设营业点7日符合指明格式关该事实通知交付处长
(2) 处长收述通知须 ——
(a) 关注册非香港公司该通知登记
(b) 项陈述记入公司登记册述明该公司已香港设营业点
(3) 关陈述根第(2)(b)款记入公司登记册关公司注册非香港公司
(4) 注册非香港公司违反第(1)款该公司名责名授权准许该公司违反该款代理均属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
794 Registered nonHong Kong company must notify Registrar of cessation of place of business in Hong Kong
(1) If a registered nonHong Kong company ceases to have a place of business in Hong Kong the company must within 7 days after the cessation deliver to the Registrar a notice in the specified form of that fact
(2) On receiving a notice the Registrar—
(a) must register the notice in relation to the registered nonHong Kong company and
(b) must enter in the Companies Register a statement that the company has ceased to have a place of business in Hong Kong
(3) On the entry of the statement in the Companies Register under subsection (2)(b) the company is no longer a registered nonHong Kong company
(4) If a registered nonHong Kong company contravenes subsection (1) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
795 注册非香港公司获授权代表须解散事通知处长
(1) 注册非香港公司解散该公司获授权代表须解散日期15日文件交付处长 ——
(a) 符合指明格式关解散事通知
(b) 该公司解散文书核证副该文书非英文文书非中文文书须交付该文书核证英文译中文译
(2) 处长收第(1)款指通知文件须 ——
(a) 关注册非香港公司该通知文件登记
(b) 项陈述记入公司登记册述明该公司已解散
(3) 关陈述根第(2)(b)款记入公司登记册关公司注册非香港公司
(4) 注册非香港公司获授权代表违反第(1)款该获授权代表属犯罪处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
(5) 某控犯第(4)款订罪行确立该知道没理相信关注册非香港公司已解散属免责辩护
795 Authorized representative of registered nonHong Kong company must notify Registrar of dissolution
(1) If a registered nonHong Kong company is dissolved an authorized representative of the company must within 15 days after the date of dissolution deliver to the Registrar—
(a) a notice in the specified form of that fact and
(b) a certified copy of the instrument effecting the dissolution or in the case of an instrument not in English or Chinese a certified translation of the instrument in English or Chinese
(2) On receiving a notice and document under subsection (1) the Registrar—
(a) must register the notice and document in relation to the registered nonHong Kong company and
(b) must enter in the Companies Register a statement that the company has been dissolved
(3) On the entry of the statement in the Companies Register under subsection (2)(b) the company is no longer a registered nonHong Kong company
(4) If an authorized representative of a registered nonHong Kong company contravenes subsection (1) the authorized representative commits an offence and is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
(5) If a person is charged with an offence under subsection (4) it is a defence to establish that the person did not know and had no reason to believe that the registered nonHong Kong company was dissolved
第8分部 —— 名
Division 8—Striking off
796 处长注册非香港公司送交查询信件
(1) 处长合理相信某注册非香港公司已香港设营业点处长藉邮递方式该公司送交封信件查询该公司否已香港设营业点
(2) 述信件 ——
(a) 须寄需细节公司登记册显示述注册非香港公司获授权代表注明该收件
(b) 公司登记册没显示该公司获授权代表需细节情况须寄该公司香港设立营业点
(3) 处长认关注册非香港公司相会收第(1)款指信件处长宪报刊登公告代根该款送交信件该公告须述明非反提出否该公告日期3月终结时该公司名称会公司登记册剔该公司注册非香港公司
796 Registrar may send inquiry letter to registered nonHong Kong company
(1) If the Registrar has reasonable cause to believe that a registered nonHong Kong company has ceased to have a place of business in Hong Kong the Registrar may send to the company by post a letter inquiring whether the company has ceased to have a place of business in Hong Kong
(2) A letter must be addressed—
(a) to an authorized representative of the registered nonHong Kong company whose required details are shown in the Companies Register or
(b) if no required details of authorized representatives of the company are shown in the Companies Register to any place of business established by the company in Hong Kong
(3) If the Registrar is of the opinion that a letter under subsection (1) is unlikely to be received by the registered nonHong Kong company the Registrar may instead of sending a letter under that subsection publish in the Gazette a notice that unless cause is shown to the contrary the company’s name will be struck off the Companies Register and the company will no longer be a registered nonHong Kong company at the end of 3 months after the date of the notice
797 处长须某情况作出进
(1) 根第796(1)条送交信件月 ——
(a) 处长没收该信件作出回复
(b) 处长收该信件作出回复表明关注册非香港公司已香港设营业点
条适
(2) 处长须述月终结30日 ——
(a) (第(4)款规定外)挂号邮递方式关注册非香港公司送交封信件该封信件须 ——
(i) 提述根第796(1)条送交信件(首封信件)
(ii) 述明 ——
(A) 处长没收首封信件回复
(B) 处长已收首封信件作出回复表明该公司已香港设营业点
(b) 宪报刊登公告述明非反提出否该公告日期3月终结时该公司名称会公司登记册剔该公司注册非香港公司
(3) 述信件 ——
(a) 须寄需细节公司登记册显示述注册非香港公司获授权代表注明该收件
(b) 公司登记册没显示该公司获授权代表需细节情况须寄该公司香港设立营业点
(4) 处长认关注册非香港公司相会收根第(2)(a)款送交信件处长需根该款该公司送交信件
797 Registrar must follow up under certain circumstances
(1) This section applies if within one month after sending a letter under section 796(1)—
(a) the Registrar does not receive a reply to the letter or
(b) the Registrar receives a reply to the letter to the effect that the registered nonHong Kong company has ceased to have a place of business in Hong Kong
(2) The Registrar must within 30 days after the end of that one month—
(a) subject to subsection (4) send to the registered nonHong Kong company by registered post another letter—
(i) referring to the letter sent under section 796(1) and
(ii) stating that—
(A) no reply to it has been received or
(B) the Registrar has received a reply to it to the effect that the company has ceased to have a place of business in Hong Kong and
(b) publish in the Gazette a notice that unless cause is shown to the contrary the company’s name will be struck off the Companies Register and the company will no longer be a registered nonHong Kong company at the end of 3 months after the date of the notice
(3) A letter must be addressed—
(a) to an authorized representative of the registered nonHong Kong company whose required details are shown in the Companies Register or
(b) if no required details of authorized representatives of the company are shown in the Companies Register to any place of business established by the company in Hong Kong
(4) The Registrar is not required to send a letter to the registered nonHong Kong company under subsection (2)(a) if the Registrar is of the opinion that the letter is unlikely to be received by the company
798 处长剔注册非香港公司名称
(1) 根第796(3)797(2)(b)条刊登公告非反提出否处长该公告日期3月终结时公司登记册剔关注册非香港公司名称
(2) 处长须宪报刊登公告示明关非香港公司名称已公司登记册剔
(3) 第(2)款指公告旦刊登关非香港公司注册非香港公司
(4) 第(5)款规定外非香港公司属注册非香港公司香港设营业点
(5) 第(4)款禁止关非香港公司香港设处长根第(2)款刊登公告设立营业点前提该公司须设立该营业点月根第776(2)条申请注册
(6) 非香港公司违反第(4)款该公司名责名授权准许该公司违反该款代理均属犯罪处第5级罚款关罪行持续罪行该罪行持续期间日处罚款1000
798 Registrar may strike off registered nonHong Kong company’s name
(1) After publishing a notice under section 796(3) or 797(2)(b) the Registrar may unless cause is shown to the contrary strike the registered nonHong Kong company’s name off the Companies Register at the end of 3 months after the date of the notice
(2) The Registrar must publish in the Gazette a notice indicating that the nonHong Kong company’s name has been struck off the Companies Register
(3) On publication of the notice under subsection (2) the nonHong Kong company is no longer a registered nonHong Kong company
(4) Subject to subsection (5) the nonHong Kong company must not have a place of business in Hong Kong as long as it is not a registered nonHong Kong company
(5) Subsection (4) does not prohibit the nonHong Kong company from having a place of business in Hong Kong that is established after the publication of the notice under subsection (2) if it applies for registration under section 776(2) within one month after establishing that place of business
(6) If a nonHong Kong company contravenes subsection (4) the company every responsible person of the company and every agent of the company who authorizes or permits the contravention commit an offence and each is liable to a fine at level 5 and in the case of a continuing offence to a further fine of 1000 for each day during which the offence continues
799 处长申请非香港公司恢复注册
(1) 非香港公司情况条适该公司 ——
(a) 该公司名称根第798条公司登记册剔
(b) 该公司名称前身条例第339A(2)条公司登记册剔
(2) 属关非香港公司董事成员处长提出申请求该公司恢复列入公司登记册
(3) 述申请须名日期6年提出言处长收该申请时该申请提出时
(4) 述申请须附项陈述述明 ——
(a) 申请关非香港公司董事成员
(b) 第800(2)条指明条件已获符合
(5) 处长接受述陈述第(4)(a)(b)款述事宜充分证
799 Application to Registrar for restoration of nonHong Kong company
(1) This section applies if a nonHong Kong company’s name—
(a) has been struck off the Companies Register under section 798 or
(b) has been struck off the register of companies by virtue of section 339A(2) of the predecessor Ordinance
(2) A person who is a director or member of the nonHong Kong company may apply to the Registrar for the restoration of the company to the Companies Register
(3) An application must be made within 6 years after the date of the striking off For this purpose an application is made when it is received by the Registrar
(4) An application must be accompanied by a statement—
(a) that the applicant is a director or member of the nonHong Kong company and
(b) that the conditions specified in section 800(2) are met
(5) The Registrar may accept the statement as sufficient evidence of the matters mentioned in subsection (4)(a) and (b)
800 批准申请条件
(1) 非第(2)款指明条件处长认合适条件均获符合否处长批准根第799条提出申请
(2) 述条件 ——
(a) 申请提出时关非香港公司名称公司登记册剔前6月时间该公司香港设营业点
(b) 申请已处长交付关该非香港公司文件该等文件处长备存纪录反映新情况需
800 Conditions for granting application
(1) The Registrar must not grant an application made under section 799 unless all the conditions specified in subsection (2) and any other conditions that the Registrar thinks fit are met
(2) The conditions are—
(a) that the nonHong Kong company had at the time of the application and at any time within the period of 6 months before its name was struck off the Companies Register a place of business in Hong Kong and
(b) that the applicant has delivered to the Registrar the documents relating to the nonHong Kong company that are necessary to bring up to date the records kept by the Registrar
801 处长申请作出决定
(1) 处长须根第799条提出申请作出决定通知申请
(2) 处长批准申请关非香港公司根第(1)款发出通知日期恢复列入公司登记册处长须登记该通知须宪报刊登关该公司恢复注册公告
(3) 关公司恢复注册关名须视作未发生
801 Registrar’s decision on application
(1) The Registrar must notify the applicant of the decision on an application made under section 799
(2) If the Registrar grants the application the nonHong Kong company is restored to the Companies Register on the date on which notification is given under subsection (1) and the Registrar must register the notification and publish in the Gazette a notice of the restoration
(3) On the restoration the striking off is to be regarded as not having taken place
第9分部 —— 杂项条文
Division 9—Miscellaneous
802 处长须备存董事索引
(1) 处长须备存载名属注册非香港公司董事索引
(2) 述索引载详情须包括名董事详情 ——
(a) 该董事姓名名称址
(b) 该董事送交处长新详情
(c) 辨出该董事担董事间公司注册非香港公司名称
(3) 根条备存索引须开放予支付订明费查阅
#(4) 第(3)款规定载述索引详情根该款开放予查阅 ——
(a) 关董事通常住址
(b) 关董事身分证护完整号码
#(5) 董事通讯址通常住址相第(4)款影响述索引载入该董事通讯址影响根第(3)款查阅该通讯址
_____________________
编辑附注：
# 第802(4)(5)条尚未实施
802 Registrar to keep index of directors
(1) The Registrar must keep an index of every person who is a director of a registered nonHong Kong company
(2) The particulars contained in the index must in respect of each director include—
(a) the name and address of the director
(b) the latest particulars sent to the Registrar in respect of the director
(c) the name of each company or registered nonHong Kong company of which the director can be identified as a director
(3) The index kept under this section must be open to the inspection of any person on payment of a prescribed fee
#(4) Despite subsection (3) the following particulars contained in the index must not be open for inspection under that subsection—
(a) the usual residential address of the director
(b) the full number of the identity card or passport of the director
#(5) Subsection (4) does not affect the inclusion in the index of a correspondence address of the director nor does it affect the inspection of the correspondence address under subsection (3) even if the correspondence address is the same as the usual residential address of the director
_____________________
Editorial Note
# Section 802(4) and (5) is not yet in operation
803 送达法律程序文件通知
(1) 第(3)(4)款规定外须注册非香港公司送达法律程序文件通知方式送达属妥送达 ——
(a) 注明需细节公司登记册显示该公司获授权代表收件
(b) 留该代表知香港址邮递方式寄该址 (2018年第35号第80条修订)
(2) ——
(a) 公司登记册没显示关注册非香港公司获授权代表需细节
(b) 该公司名获授权代表均拒绝代该公司接受关法律程序文件通知送达关法律程序文件通知送达该等代表中
第(3)(4)款适
(3) 须送达注册非香港公司法律程序文件通知留该公司香港设立营业点邮递方式寄该点属妥送达
(4) 香港设营业点注册非香港公司言须送达该公司法律程序文件通知方式送达属妥送达 ——
(a) (i) 该文件通知挂号邮递方式公司登记册示址送交该公司成立法团方注册办事处(等注册办事处点)
(ii) 该文件通知文挂号邮递方式公司登记册示址送交该公司成立法团方营业点(话)
(b) (公司登记册没显示述址)该文件通知留该公司先前12 月香港设营业点方邮递方式寄该方
(5) 须送达非香港公司(注册非香港公司外)法律程序文件通知言 ——
(a) 该公司香港设营业点该文件通知留该点邮递方式寄该点属妥送达
(b) 该公司香港设营业点香港设该营业点该文件通知方式送达属妥送达 ——
(i) (A) 该文件通知挂号邮递方式送交该公司成立法团方注册办事处(等注册办事处点)
(B) 该文件通知文挂号邮递方式送交该公司成立法团方营业点(话)
(ii) (确定该注册办事处营业点该公司先前12月香港设营业点)该文件通知留该点邮递方式寄该点
803 Service of process or notice
(1) Subject to subsections (3) and (4) any process or notice required to be served on a registered nonHong Kong company is sufficiently served if—
(a) it is addressed to an authorized representative of the company whose required details are shown in the Companies Register and
(b) it is left at or sent by post to the representative’s last known address in Hong Kong (Amended 35 of 2018 s 80)
(2) Subsections (3) and (4) apply if—
(a) no required details of authorized representatives of a registered nonHong Kong company are shown in the Companies Register or
(b) every one of the company’s authorized representatives refuses to accept service on behalf of the company or the process or notice cannot be served on any of them
(3) Any process or notice required to be served on the registered nonHong Kong company is sufficiently served if it is left at or sent by post to any place of business established by the company in Hong Kong
(4) In the case of a registered nonHong Kong company that no longer has a place of business in Hong Kong any process or notice required to be served on the company is sufficiently served—
(a) if—
(i) it is sent by registered post to the company’s registered office (or the equivalent) in the company’s place of incorporation at the address as shown in the Companies Register and
(ii) a copy of it is sent by registered post to the company’s principal place of business (if any) in the company’s place of incorporation at the address as shown in the Companies Register or
(b) where no such addresses are shown in the Companies Register if it is left at or sent by post to any place in Hong Kong at which the company has had a place of business within the previous 12 months
(5) Any process or notice required to be served on a nonHong Kong company (other than a registered nonHong Kong company) is sufficiently served—
(a) in the case of a company that has established a place of business in Hong Kong if it is left at or sent by post to the place of business or
(b) in the case of a company that has established but no longer has a place of business in Hong Kong—
(i) if—
(A) it is sent by registered post to the company’s registered office (or the equivalent) in the company’s place of incorporation and
(B) a copy of it is sent by registered post to the company’s principal place of business (if any) in the company’s place of incorporation or
(ii) where the address of such registered office or principal place of business cannot be ascertained but the company has had a place of business in Hong Kong within the previous 12 months if it is left at or sent by post to the place of business in Hong Kong
804 财政司司长订立规例
(1) 财政司司长订立规例订定条例根第790条修改帐目适情况
(2) 述规例 ——
(a) 视关帐目 ——
(i) 份显示关修改文件加补充方式修改
(ii) 份帐目取代方式修改
订定条文
(b) 规定注册非香港公司修改帐目采取该等规例指明步骤
(c) 该等规例指明增补例外情况变通规限条例应修改帐目
(3) 述规例行定罪行处罚款监禁时处罚款监禁 ——
(a) 没采取切合理步骤确修改帐目符合 ——
(i) 该等规例指明条文
(ii) 根该等规例效条例指明条文
(b) 违反 ——
(i) 该等规例指明条文
(ii) 根该等规例效条例指明条文
(4) 属意干犯罪行言该罪行订明高罚款额300000该罪行订明高监禁刑期12月属意干犯罪行言该罪行订明高罚款额300000外关罪行持续罪行订明该罪行持续期间日处罚款超2000
(5) 述规例订定关关罪行免责辩护
804 Financial Secretary may make regulations
(1) The Financial Secretary may make regulations providing for the application of this Ordinance in relation to the accounts that have been revised under section 790
(2) The regulations may—
(a) make different provisions according to whether the accounts have been revised by—
(i) supplementing the accounts with another document that shows the revisions or
(ii) replacing the accounts
(b) require a registered nonHong Kong company to take the steps specified in the regulations in relation to the accounts that have been revised and
(c) apply this Ordinance to the accounts that have been revised subject to such additions exceptions and modifications as are specified in the regulations
(3) The regulations may provide that any of the following is an offence punishable by a fine or imprisonment or both—
(a) a failure to take all reasonable steps to secure compliance as respects the accounts that have been revised with—
(i) a specified provision of the regulations or
(ii) a specified provision of this Ordinance as having effect under the regulations
(b) a contravention of—
(i) a specified provision of the regulations or
(ii) a specified provision of this Ordinance as having effect under the regulations
(4) The maximum fine that may be prescribed for an offence committed wilfully is 300000 and the maximum imprisonment is 12 months The maximum fine that may be prescribed for an offence not committed wilfully is 300000 In addition in the case of a continuing offence a further fine not exceeding 2000 for each day during which the offence continues may be prescribed
(5) The regulations may provide for defences to any such offence
805 财政司司长订立规例
(1) 财政司司长订立规例订明 ——
(a) 第776(2)(3)条指申请须载详情
(b) 第776(2)(3)条指申请须附文件
(c) 第787(3)条指通知须附文件
(d) 第788(1)791(1)条指申报表须载详情
(e) 第788(1)791(1)条指申报表须附文件
(2) 财政司司长订立规例 ——
(a) 规定第776(2)(3)条指申请第778(2)条指申报表载关非香港公司土名称核证译名
(b) 该目订定程序规定
(3) 第(2)款适第776(5)778(9)条规定须载土名称核证译名申请申报表
805 Financial Secretary may make regulations
(1) The Financial Secretary may make regulations prescribing—
(a) the particulars to be contained in an application under section 776(2) or (3)
(b) the documents to accompany an application under section 776(2) or (3)
(c) the documents to accompany a notification under section 787(3)
(d) the particulars to be contained in a return under section 788(1) or 791(1) and
(e) the documents to accompany a return under section 788(1) or 791(1)
(2) The Financial Secretary may make regulations—
(a) providing that an application under section 776(2) or (3) or a return under section 778(2) may contain a certified translation of a domestic name of the nonHong Kong company and
(b) providing for the procedures and requirements for the purpose
(3) Subsection (2) does not apply to an application or return that is required by section 776(5) or 778(9) to contain a certified translation of a domestic name
805A 披露非香港公司名称等规定
(1) 财政司司长订立规例规定非香港公司 ——
(a) 订明位置展示订明资料
(b) 订明类文件通讯中述明订明资料
(c) 该公司业务程中求该等士提供订明资料
(2) 述规例 ——
(a) 订明情况规定披露非香港公司名称
(b) 订明资料须种方式展示述明提供订定条文
(c) 豁免某间非香港公司需遵守根第(1)款订立规例规定
(3) 述规例订定披露非香港公司名称规定言须理会须成该名称部分字词该字词准许缩写(反然)间差异
(2018年第35号第81条增补)
805A Requirement to disclose nonHong Kong company’s name etc
(1) The Financial Secretary may make regulations to require nonHong Kong companies—
(a) to display prescribed information in prescribed locations
(b) to state prescribed information in prescribed descriptions of documents or communications and
(c) to provide prescribed information on request to those they deal with in the course of their business
(2) The regulations—
(a) may in prescribed circumstances require disclosure of the name of a nonHong Kong company
(b) may make provision as to the manner in which any prescribed information is to be displayed stated or provided and
(c) may exempt a nonHong Kong company from any requirement of the regulations made under subsection (1)
(3) The regulations may provide that for the purposes of any requirement to disclose a nonHong Kong company’s name any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) is to be disregarded
(Added 35 of 2018 s 81)
805B 作出规定披露刑事果
根第805A条订立规例规定 ——
(a) 某非香港公司违反根该条订立规例 ——
(i) 该公司
(ii) 该公司名责
均属犯罪
(b) 代该公司行事违反根该条订立规例该属犯罪
805B Criminal consequences of failure to make required disclosures
Regulations made under section 805A may provide that—
(a) if a nonHong Kong company contravenes any of the regulations made under that section an offence is committed by—
(i) the company and
(ii) every responsible person of the company
(b) if a person who is acting on behalf of the company contravenes any of the regulations made under that section an offence is committed by that person and
(c) 犯(a)(b)段述罪行处超第3级罚款
(2018年第35号第81条增补)
___________
(c) a person who commits an offence mentioned in paragraph (a) or (b) is liable to a fine not exceeding level 3
(Added 35 of 2018 s 81)
___________
第17部
Part 17
非根条例组成根条例注册公司
(格式变更——2013年第1号编辑修订纪录)
Companies not Formed but Registrable under this Ordinance
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
806 释义
部中 ——
属法定章程文件 (nonstatutory constitutional document)合资格公司言指组织规该公司组织安排契文书
合资格公司 (eligible company)指 ——
(a) 1865年5月1日条例旧公司条例外条例组成公司
(b) 述日期法律方式组织公司
章程文件 (constitutional document)合资格公司言指 ——
(a) 组织规该公司条例
(b) 该公司属法定章程文件
806 Interpretation
In this Part—
constitutional document (章程文件) in relation to an eligible company means—
(a) an Ordinance constituting or regulating the company or
(b) a nonstatutory constitutional document of the company
eligible company (合资格公司) means a company—
(a) formed after 1 May 1865 in pursuance of an Ordinance other than this Ordinance or a former Companies Ordinance or
(b) otherwise constituted after that date according to law
nonstatutory constitutional document (属法定章程文件) in relation to an eligible company means any deed of settlement or other instrument constituting or regulating the company
第2分部 —— 合资格公司注册
Division 2—Registration of Eligible Companies
807 处长合资格公司注册
(1) 处长应合资格公司申请该公司注册 ——
(a) 限公司
(b) 担保限公司
(2) 第(1)款指申请须符合指明格式
(3) 第(1)款指申请须附 ——
(a) 关合资格公司份章程文件文
(b) (属求注册担保限公司申请)符合第810(2)条决议文
(4) 根第(1)款进行注册会仅关合资格公司注册目进行清盘属效
807 Registrar may register eligible company
(1) The Registrar may on application by an eligible company register the company as—
(a) an unlimited company or
(b) a company limited by guarantee
(2) An application for the purposes of subsection (1) must be in the specified form
(3) An application for the purposes of subsection (1) must be accompanied by—
(a) a copy of every constitutional document of the eligible company and
(b) in the case of an application for registration as a company limited by guarantee a copy of the resolution that complies with section 810(2)
(4) A registration under subsection (1) is not invalid by reason only of it having taken place with a view to the eligible company being wound up
808 处长注册权力般限制
(1) 合资格公司成员法律责某条例限定法律方式予限定处长根部该公司注册
(2) 非合资格公司符合说明否处长根部该公司注册担保限公司 ——
(a) 该公司英文名称 ——
(i) 该公司拟注册名称字Limited
(ii) 该公司相应中文名称4中文字限公司
(b) 该公司中文名称 ——
(i) 该公司拟注册名称4中文字限公司
(ii) 该公司相应英文名称字Limited
(c) 该公司兼中文名称英文名称 ——
(i) 该公司拟注册英文名称字Limited
(ii) 该公司拟注册中文名称4中文字限公司
808 General restrictions on Registrar’s power to register
(1) If the liability of the members of an eligible company is limited by an Ordinance or otherwise according to law the Registrar must not register the company under this Part
(2) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless—
(a) if the company has an English name only—
(i) the name by which the company is to be registered has Limited as the last word of that name and
(ii) a Chinese equivalent of it that the company may use has 限公司 as the last 4 Chinese characters of the equivalent
(b) if the company has a Chinese name only—
(i) the name by which the company is to be registered has 限公司 as the last 4 Chinese characters of that name and
(ii) an English equivalent of it that the company may use has Limited as the last word of the equivalent or
(c) if the company has both an English name and a Chinese name—
(i) the English name by which the company is to be registered has Limited as the last word of that name and
(ii) the Chinese name by which the company is to be registered has 限公司 as the last 4 Chinese characters of that name
809 处长未成员意进行注册
(1) 非合资格公司该公司注册限公司召开公司成员会获半数出席该会成员意该公司注册限公司否处长根部该公司注册限公司
(2) 非合资格公司该公司注册担保限公司召开公司成员会获少75出席该会成员意该公司注册担保限公司否处长根部该公司注册担保限公司
(3) 施行条求投票方式表决情况计算半数成员75成员数时须顾名成员关合资格公司规例权投票数
(4) 条中提述出席成员会成员 ——
(a) 提述亲出席成员
(b) (关合资格公司规例容许委派代表话)提述委派代表出席成员
809 Registrar must not register without members’ assent
(1) The Registrar must not register an eligible company under this Part as an unlimited company unless there is assent to the registration by a majority of the members present at a general meeting of the company convened for the purpose
(2) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless there is assent to the registration by at least 75 of the members present at a general meeting of the company convened for the purpose
(3) For the purposes of this section in computing a majority or 75 of the members where a poll is demanded the number of votes to which each member is entitled according to the eligible company’s regulations must be taken into account
(4) In this section a reference to a member present at a general meeting is—
(a) a reference to a member present in person or
(b) if proxies are allowed by the eligible company’s regulations a reference to a member present by proxy
810 决议声明担保款额处长进行注册
(1) 非合资格公司成员通符合第(2)款决议否处长根部该公司注册担保限公司
(2) 述决议须声明名身合资格公司成员均承诺该公司该该公司成员期间该公司成员年清盘该会分担支付该须付笔超指明款额款额作该公司资产 ——
(a) 支付该公司该该公司成员前订约承担债项债务
(b) 支付该公司清盘费开支 (2018年第35号第82条修订)
(c) 调整分担间权利
(3) 第(1)款言关决议分部生效日期#前日通相干
_____________________
编辑附注：
# 生效日期：2014年3月3日
810 Registrar must not register without resolution declaring amount of guarantee
(1) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless the members pass a resolution that complies with subsection (2)
(2) The resolution must declare that each person who is a member of the eligible company undertakes that if the company is wound up while the person is such a member or within one year after the person ceases to be such a member the person will contribute an amount required of the person not exceeding a specified amount to the company’s assets—
(a) for the payment of the company’s debts and liabilities contracted before the person ceases to be such a member
(b) for the payment of the costs and expenses of winding up the company and (Amended 35 of 2018 s 82)
(c) for the adjustment among the contributories of their rights
(3) For the purposes of subsection (1) it is irrelevant whether the resolution is passed before on or after the commencement date# of this Division
_____________________
Editorial Note
# Commencement date 3 March 2014
811 合资格公司须缴付注册费
处长根部合资格公司注册前该公司须该项注册处长缴付订明费
811 Eligible company must pay registration fee
Before the Registrar registers an eligible company under this Part the company must pay a prescribed fee to the Registrar for the registration
812 处长须发出注册证明书
处长根部合资格公司注册须该公司发出份签署印签署注册证明书
812 Registrar must issue certificate of registration
On registering an eligible company under this Part the Registrar must issue to it a certificate of registration with the Registrar’s signature or printed signature
第3分部 —— 注册果
Division 3—Consequences of Registration
813 分部适范围
合资格公司根部注册限公司担保限公司分部适
813 Application of Division
This Division applies if an eligible company is registered under this Part as an unlimited company or a company limited by guarantee
814 合资格公司位财产权利法律责
(1) 合资格公司旦根第812条获发注册证明书视已根条例成立法团限公司担保限公司(视者适定)
(2) 第(1)款具合资格公司设立新法律实体效力
(3) 注册事影响合资格公司财产
(4) 注册事影响合资格公司方面权利法律责 ——
(a) 该公司注册前招致代招致债项义务注册前欠该公司债项义务
(b) 该公司注册前订立代订立合约
814 Status property rights and liabilities of eligible company
(1) On being issued with a certificate of registration under section 812 the eligible company is to be regarded as having been incorporated under this Ordinance as an unlimited company or a company limited by guarantee whichever is applicable
(2) Subsection (1) does not operate to create a new legal entity for the eligible company
(3) The registration does not affect the eligible company’s property
(4) The registration does not affect the eligible company’s rights and liabilities in respect of—
(a) any debt or obligation incurred by or on behalf of or owed to the company before the registration or
(b) any contract entered into by or on behalf of the company before the registration
815 现法律程序继续进行
(1) 第(2)款规定外合资格公司注册时然决诉讼法律程序该公司该公司高级员该公司成员提出针该公司该公司高级员该公司成员提出均藉样方式继续进行犹没该项注册样
(2) 针合资格公司成员财物发出执行程序文件执行述决诉讼法律程序中取判决判令命令
(3) 合资格公司财产财物足履行述判决判令命令取项该公司清盘命令
815 Continuation of existing proceedings
(1) Subject to subsection (2) any action or other legal proceedings that are at the time of registration pending by or against the eligible company or any of its officers or members may be continued in the same manner as if the registration had not taken place
(2) Execution must not be issued against the effects of a member of the eligible company on any judgment decree or order obtained in any such pending action or proceedings
(3) If the eligible company’s property and effects are insufficient to satisfy the judgment decree or order an order may be obtained for winding up the company
816 现章程文件继续效
(1) 合资格公司章程文件条文须样方式附样附带条件情况视该公司条件规例犹该等条文假该公司根条例组成便已载该公司组成需章程细样
(2) 第(1)款中提述合资格公司章程文件注册担保限公司合资格公司言包括符合第810(2)条决议
816 Continuation of existing constitutional document
(1) The provisions in a constitutional document of the eligible company are to be regarded as conditions and regulations of the company in the same manner and with the same incidents as if those provisions were had the company been formed under this Ordinance contained in the articles with which the company would have been formed
(2) In subsection (1) a reference to a constitutional document of an eligible company includes in the case of an eligible company registered as a company limited by guarantee the resolution that complies with section 810(2)
817 合资格公司章程细代属法定章程文件
(1) 合资格公司章程细代该公司属法定章程文件藉更改该公司章程形式
(2) 述更改须藉特决议作出
(3) 第(5)(6)款规限假关合资格公司根条例组成便会私公司第8991条关第(4)款指明事宜范围适关更改(适范围)
(4) 施行第(3)款指明事宜 ——
(a) 通第89条指关作出修改决议相应作出事宜
(b) 原讼法庭提出求取消私公司宗旨作出修改申请
(5) 第89(7)条中提述修改关公司章程细文须理解根条代合资格公司属法定章程文件章程细文
(6) 根第89条代合资格公司属法定章程文件公司章程细文交付处长起关修改原讼法庭藉命令取消日期起(两者中较者准) ——
(a) 该章程细适该公司方式须犹该公司根条例采该章程细注册私公司样
(b) 该属法定章程文件适该公司
(7) 根第(1)款作出更改时时根第89条修改合资格公司宗旨修改该宗旨
817 Eligible company may substitute articles for nonstatutory constitutional document
(1) The eligible company may alter the form of its constitution by substituting articles for a nonstatutory constitutional document of the company
(2) An alteration must be made by special resolution
(3) Subject to subsections (5) and (6) so much of sections 89 and 91 as relate to the matters specified in subsection (4) applies to an alteration (so far as applicable) if the eligible company had it been formed under this Ordinance would have been a private company
(4) The matters specified for the purposes of subsection (3) are—
(a) matters consequential on the passing of a resolution for an alteration under section 89 and
(b) an application to the Court for the cancellation of an alteration of a private company’s objects
(5) A reference in section 89(7) to a copy of the company’s articles as altered is to be read as a copy of the articles substituted for a nonstatutory constitutional document of the eligible company under this section
(6) On the delivery to the Registrar under section 89 of a copy of the company’s articles substituted for a nonstatutory constitutional document of the eligible company or on the date when the alteration is no longer liable to be cancelled by order of the Court whichever is the later—
(a) the articles apply to the company in the same manner as if it were a private company registered under this Ordinance with the articles and
(b) the nonstatutory constitutional document ceases to apply to the company
(7) An alteration may be made under subsection (1) with or without an alteration of the eligible company’s objects under section 89
818 条例适合资格公司
(1) 第819条规限条例样方式方面适合资格公司高级员成员分担债权犹该公司根条例组成样
(2) 合资格公司章程文件载规定条例条文关限公司注册限公司该条文适该公司
818 This Ordinance applies to eligible company
(1) Subject to section 819 this Ordinance applies to the eligible company and its officers members contributories and creditors in the same manner in all respects as if the company had been formed under this Ordinance
(2) Despite anything in a constitutional document of the eligible company a provision of this Ordinance applies to the company if the provision relates to an unlimited company’s registration as a limited company
819 第818(1)条例外情况
(1) 非合资格公司藉特决议采纳根第78条订明章程细范全部条文作章程细否采纳该等条文作章程细
(2) 抵触第820条规定合资格公司没更改关该公司条例条文权力
819 Exceptions to section 818(1)
(1) The eligible company may not adopt as its articles any or all of the provisions of the model articles prescribed under section 78 unless those provisions are adopted by special resolution
(2) Subject to section 820 the eligible company does not have any power to alter a provision in an Ordinance relating to the company
820 合资格公司更改章程权力
合资格公司章程文件具更改章程规例权力条例减损该权力
___________
820 Eligible company’s power to alter constitution
This Ordinance does not derogate from any power vested in the eligible company by virtue of a constitutional document of the company of altering its constitution or regulations
___________
第18部
Part 18
公司外间通讯
(格式变更——2013年第1号编辑修订纪录)
Communications to and by Companies
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
821 释义
(1) 部中 ——
文件 (document)第2分部外包括法律程序目发出文件
址 (address)包括电子方式送交接收文件资料数目字该目语文字母字样数目字符号组成序列组合
适条文 (applicable provision) ——
(a) 第3分部中指条例公司(清盘杂项条文)条例(第32章)中批准规定公司送交提供关文件资料条文
(b) 第4分部中指条例公司(清盘杂项条文)条例(第32章)中批准规定公司送交提供关文件资料条文
办公日 (business day)指日子日子 ——
(a) 公众假期
(b) 释义通条例(第1章)第71(2)条界定黑色暴雨警告日烈风警告日
(2) 部中 ——
(a) 第2分部外提述送交文件 ——
(i) 包括提供交付递交交出该文件( 属通知)发出予该文件
(ii) 包括送达该文件
(b) 提述提供资料包括送交交付递交交出该资料
(3) 部言载关文件资料已预付邮资信封投寄属邮递方式送交该文件邮递方式提供该资料
821 Interpretation
(1) In this Part—
address (址) includes a number or any sequence or combination of letters characters numbers or symbols of any language used for the purpose of sending or receiving a document or information by electronic means
applicable provision (适条文) —
(a) in Division 3 means a provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) that authorizes or requires the document or information to be sent or supplied to a company or
(b) in Division 4 means a provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) that authorizes or requires the document or information to be sent or supplied by a company to another person
business day (办公日) means a day that is not—
(a) a general holiday or
(b) a black rainstorm warning day or gale warning day as defined by section 71(2) of the Interpretation and General Clauses Ordinance (Cap 1)
document (文件) except in Division 2 excludes a document that is issued for the purpose of any legal proceedings
(2) In this Part—
(a) a reference to sending a document except in Division 2—
(i) includes supplying delivering forwarding or producing the document and in the case of a notice giving the document but
(ii) excludes serving the document and
(b) a reference to supplying information includes sending delivering forwarding or producing the information
(3) For the purposes of this Part a person sends a document or supplies information by post if the person posts a prepaid envelope containing the document or information
822 施行第828(3)831(4)833(6)条指明短期间
(1) 条施行第828(3)831(4)833(6)条公司达成协议指明撤销通知短期间
(2) 述短期间期间中较长者 ——
(a) 7日期间
(b) 第(3)(4)款列明期间
(3) 关非公司施行第(2)(b)款列明期间 ——
(a) (该关公司成员)该公司章程细目指明期间
(b) (该关公司债权证持)设立该债权证文书目指明期间
(c) (该非述成员非述持)该关公司达成协议目指明期间
(4) 关公司施行第(2)(b)款列明期间 ——
(a) (该关公司成员)该公司章程细目指明期间
(b) (关公司该成员)该章程细目指明期间
(c) (该关公司债权证持关公司该债权证持)设立该债权证文书目指明期间
(d) (该关公司皆非述成员非述持)该该公司达成协议目指明期间
822 Minimum period specified for purposes of sections 828(3) 831(4) and 833(6)
(1) This section specifies the minimum period of the notice of revocation in relation to an agreement between a company and another person for the purposes of sections 828(3) 831(4) and 833(6)
(2) The minimum period is whichever is the longer of the following—
(a) a period of 7 days
(b) the period set out in subsection (3) or (4)
(3) If that other person is not a company the period set out for the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company the period specified for the purpose in the company’s articles
(b) where that other person is a debenture holder of the company the period specified for the purpose in the instrument creating the debenture or
(c) where that other person is not such a member or holder the period specified for the purpose in any agreement between the person and the company
(4) If that other person is a company the period set out for the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company the period specified for the purpose in the company’s articles
(b) where the company is a member of that other person the period specified for the purpose in the person’s articles
(c) where that other person is a debenture holder of the company or where the company is a debenture holder of that other person the period specified for the purpose in the instrument creating the debenture or
(d) where neither that other person nor the company is such a member or holder the period specified for the purpose in any agreement between the person and the company
823 施行第828(7)(a)831(7)(a)833(12)(b)条指明期间
(1) 条 ——
(a) 施行第828(7)(a)条公司送交提供文件资料指明期间
(b) 施行第831(7)(a)833(12)(b)条公司送交提供文件资料指明期间
(2) 述期间第(3)(4)(5)款列明期间
(3) 关非公司施行第(2)款列明期间 ——
(a) (该关公司成员)该公司章程细目指明期间
(b) (该关公司债权证持)设立该债权证文书目指明期间
(c) (该非述成员非述持)该关公司达成协议目指明期间
(4) 关公司施行第(2)款列明期间 ——
(a) (该关公司成员)该公司章程细目指明期间
(b) (关公司该成员)该章程细目指明期间
(c) (该关公司债权证持关公司该债权证持)设立该债权证文书目指明期间
(d) (该关公司皆非述成员非述持)该该公司达成协议目指明期间
(5) 关章程细文书协议没指明期间施行第(2)款列明期间48时
(6) 计算第(5)款述时数目时属办公日日子部分须理会
823 Period specified for purposes of sections 828(7)(a) 831(7)(a) and 833(12)(b)
(1) This section specifies—
(a) the period in relation to a document or information sent or supplied to a company by another person for the purposes of section 828(7)(a) and
(b) the period in relation to a document or information sent or supplied by a company to another person for the purposes of sections 831(7)(a) and 833(12)(b)
(2) The period is the period set out in subsection (3) (4) or (5)
(3) If that other person is not a company the period set out for the purposes of subsection (2) is—
(a) where that other person is a member of the company the period specified for the purpose in the company’s articles
(b) where that other person is a debenture holder of the company the period specified for the purpose in the instrument creating the debenture or
(c) where that other person is not such a member or holder the period specified for the purpose in any agreement between the person and the company
(4) If that other person is a company the period set out for the purposes of subsection (2) is—
(a) where that other person is a member of the company the period specified for the purpose in the company’s articles
(b) where the company is a member of that other person the period specified for the purpose in the person’s articles
(c) where that other person is a debenture holder of the company or where the company is a debenture holder of that other person the period specified for the purpose in the instrument creating the debenture or
(d) where neither that other person nor the company is such a member or holder the period specified for the purpose in any agreement between the person and the company
(5) If the articles instrument or agreement does not specify the period the period set out for the purposes of subsection (2) is 48 hours
(6) In calculating a period of hours mentioned in subsection (5) any part of a day that is not a business day is to be disregarded
824 施行第828(7)(b)829(5)(a)831(7)(b)832(5)(a)条指明时间
(1) 条 ——
(a) 施行第828(7)(b)829(5)(a)条公司送交提供文件资料指明时间
(b) 施行第831(7)(b)832(5)(a)条公司送交提供文件资料指明时间
(2) 述时间时间中较迟者 ——
(a) 送交提供关文件资料日子第二办公日
(b) 第(3)(4)款列明时间
(3) 关非公司施行第(2)(b)款列明时间 ——
(a) (该关公司成员)该公司章程细目指明时间
(b) (该关公司债权证持)设立该债权证文书目指明时间
(c) (该非述成员非述持)该关公司达成协议目指明时间
(4) 关公司施行第(2)(b)款列明时间 ——
(a) (该关公司成员)该公司章程细目指明时间
(b) (关公司该成员)该章程细目指明时间
(c) (该关公司债权证持关公司该债权证持)设立该债权证文书目指明时间
(d) (该关公司皆非述成员非述持)该该公司达成协议目指明时间
824 Time specified for purposes of sections 828(7)(b) 829(5)(a) 831(7)(b) and 832(5)(a)
(1) This section specifies—
(a) the time in relation to a document or information sent or supplied to a company by another person for the purposes of sections 828(7)(b) and 829(5)(a) and
(b) the time in relation to a document or information sent or supplied by a company to another person for the purposes of sections 831(7)(b) and 832(5)(a)
(2) The time is whichever is the later of the following—
(a) the second business day after the day on which the document or information is sent or supplied
(b) the time set out in subsection (3) or (4)
(3) If that other person is not a company the time set out for the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company the time specified for the purpose in the company’s articles
(b) where that other person is a debenture holder of the company the time specified for the purpose in the instrument creating the debenture or
(c) where that other person is not such a member or holder the time specified for the purpose in any agreement between the person and the company
(4) If that other person is a company the time set out for the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company the time specified for the purpose in the company’s articles
(b) where the company is a member of that other person the time specified for the purpose in the person’s articles
(c) where that other person is a debenture holder of the company or where the company is a debenture holder of that other person the time specified for the purpose in the instrument creating the debenture or
(d) where neither that other person nor the company is such a member or holder the time specified for the purpose in any agreement between the person and the company
825 施行第831(3)(b)(iii)832(2)(b)条指明址
(1) 条施行第831(3)(b)(iii)832(2)(b)条公司送交提供文件资料指明址
(2) 第(3)(4)款规定外述址 ——
(a) 关目般明确指明址
(b) 条例条文批准关文件资料送交提供址条例条文规定关文件资料须送交提供址
(3) 关(否公司)关公司成员债权证持董事公司秘书关址 ——
(a) 第(2)款指明址
(b) 该公司成员登记册债权证持登记册董事登记册公司秘书登记册示该址
(4) 关公司(第(3)款涵盖)关址 ——
(a) 第(2)款指明址
(b) 注册办事处
(5) 关公司取第(2)(3)(4)款指明址关址关该公司知址
825 Address specified for purposes of sections 831(3)(b)(iii) and 832(2)(b)
(1) This section specifies the address in relation to a document or information sent or supplied by a company to another person for the purposes of sections 831(3)(b)(iii) and 832(2)(b)
(2) Subject to subsections (3) and (4) the address is—
(a) an address specified for the purpose by that other person generally or specifically or
(b) an address to which a provision of this Ordinance authorizes or requires the document or information to be sent or supplied
(3) If that other person (whether or not a company) is a member debenture holder director or company secretary of the company the address is—
(a) the address specified in subsection (2) or
(b) the person’s address as shown in the company’s register of members register of debenture holders register of directors or register of company secretaries
(4) If that other person is a company and is not a person covered by subsection (3) the address is—
(a) the address specified in subsection (2) or
(b) its registered office
(5) If the company is unable to obtain an address specified in subsection (2) (3) or (4) the address is that other person’s address last known to the company
826 部处长送交文件等效力
应处长送交提供文件资料时部第2部规限具效力
826 Effect of this Part on sending documents etc to Registrar
In its application in relation to documents or information to be sent or supplied to the Registrar this Part has effect subject to Part 2
第2分部 —— 公司送达文件
Division 2—Service of Document on Company
827 送达文件
公司送达文件藉方式送达：该文件留该公司注册办事处邮递方式该文件送交该公司注册办事处
827 Service of document
A document may be served on a company by leaving it at or sending it by post to the company’s registered office
第3分部 —— 非公司公司作出通讯
Division 3—Other Communication to Company by Person who is not Company
828 电子形式通讯
(1) 非公司电子形式公司送交提供文件资料条适
(2) 情况关文件资料属适条文目关公司送交提供 ——
(a) 该公司 ——
(i) 已般明确意藉电子形式送交提供该文件资料没撤销该项意
(ii) 根条例条文须视已予述意
(b) 该文件资料 ——
(i) 电子方式送交提供 ——
(A) 该公司目般明确指明址
(B) 根条例条文视已目指明址
(ii) 专邮递方式送交提供第(4)款指明址
(c) 关合理意见该文件资料送交提供时形式送交提供方式接收者够 ——
(i) 肉眼辅适合矫正视力镜片情况阅读该文件资料(该文件资料影组成范围)观该文件资料
(ii) 保存该文件资料文
(3) 第(2)(a)(i)款言非关公司已关发出少第822条指明期间撤销通知否没撤销关意
(4) 施行第(2)(b)(ii)款指明址 ——
(a) 关公司目般明确指明址
(b) 关公司注册办事处
(c) 条例条文批准关文件资料送交提供址条例条文规定关文件资料须送交提供址
(5) 批准关文件资料予认证适条文言规定关文件资料须予认证适条文言 ——
(a) 关身分关公司指明方式确认
(b) (该公司没指明确认方式)关通讯载附关关身分陈述该公司没理怀疑该陈述真确性
该文件资料属已获充分认证
(6) 关文件资料某代送交提供关公司章程细中该公司求提供关前者代者行事权限合理证条文受第(5)款影响
(7) 关文件资料适条文目公司送交提供 ——
(a) 该文件资料电子方式送交提供非相反证明成立该文件资料须视作送交提供第823条指明期间终结时该公司收
(b) 该文件资料邮递方式送交提供非相反证明成立该文件资料须视作第824条指明时间该公司收
(c) 该文件资料专送交提供该文件资料须视作该文件资料送抵时该公司收
828 Communication in electronic form
(1) This section applies if a document or information is sent or supplied in electronic form to a company by a person who is not a company
(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if—
(a) the company—
(i) has agreed generally or specifically that the document or information may be sent or supplied to it in electronic form and has not revoked the agreement or
(ii) is to be regarded under a provision of this Ordinance as having so agreed
(b) the document or information is sent or supplied—
(i) by electronic means to an address—
(A) specified for the purpose by the company generally or specifically or
(B) regarded under a provision of this Ordinance as having been so specified for the purpose or
(ii) by hand or by post to an address specified in subsection (4) and
(c) the document or information is sent or supplied in a form and by a means that in the person’s reasonable opinion will enable the recipient—
(i) to read the document or information or to the extent that it consists of images to see the document or information with the naked eye or with the eye with suitable corrective lens and
(ii) to retain a copy of the document or information
(3) The company has not revoked the agreement for the purposes of subsection (2)(a)(i) unless it has given the person a notice of revocation of not less than the period specified in section 822
(4) The address specified for the purposes of subsection (2)(b)(ii) is—
(a) an address specified for the purpose by the company generally or specifically
(b) the company’s registered office or
(c) an address to which a provision of this Ordinance authorizes or requires the document or information to be sent or supplied
(5) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated the document or information is sufficiently authenticated if—
(a) the person’s identity is confirmed in a manner specified by the company or
(b) where no manner has been specified the communication contains or is accompanied by a statement of the person’s identity and the company has no reason to doubt the truth of the statement
(6) If the document or information is sent or supplied by a person on behalf of another subsection (5) does not affect any provision of the company’s articles under which the company may require reasonable evidence of the former’s authority to act on behalf of the latter
(7) If the document or information is sent or supplied to a company for the purposes of an applicable provision it is to be regarded as being received by the company—
(a) where the document or information is sent or supplied by electronic means at the end of the period specified in section 823 after it is sent or supplied unless the contrary is proved
(b) where the document or information is sent or supplied by post at the time specified in section 824 unless the contrary is proved or
(c) where the document or information is sent or supplied by hand at the time when the document or information is delivered
829 印形式通讯
(1) 非公司印形式公司送交提供文件资料条适
(2) 关文件资料专邮递方式送交提供址该文件资料属适条文目关公司送交提供 ——
(a) 该公司目般明确指明址
(b) 该公司注册办事处
(c) 条例条文批准该文件资料送交提供址条例条文规定该文件资料须送交提供址
(3) 批准关文件资料予认证适条文言规定关文件资料须予认证适条文言该文件资料关签署该文件资料属已获充分认证
(4) 关文件资料某代送交提供关公司章程细中该公司求提供关前者代者行事权限合理证条文受第(3)款影响
(5) 关文件资料适条文目公司送交提供 ——
(a) 该文件资料邮递方式送交提供非相反证明成立该文件资料须视作第824条指明时间该公司收
(b) 该文件资料专送交提供该文件资料须视作该文件资料送抵时该公司收
829 Communication in hard copy form
(1) This section applies if a document or information is sent or supplied in hard copy form to a company by a person who is not a company
(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if the document or information is sent or supplied by hand or by post to—
(a) an address specified for the purpose by the company generally or specifically
(b) the company’s registered office or
(c) an address to which a provision of this Ordinance authorizes or requires the document or information to be sent or supplied
(3) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated the document or information is sufficiently authenticated if it is signed by the person
(4) If the document or information is sent or supplied by a person on behalf of another subsection (3) does not affect any provision of the company’s articles under which the company may require reasonable evidence of the former’s authority to act on behalf of the latter
(5) If the document or information is sent or supplied to a company for the purposes of an applicable provision it is to be regarded as being received by the company—
(a) where the document or information is sent or supplied by post at the time specified in section 824 unless the contrary is proved or
(b) where the document or information is sent or supplied by hand at the time when the document or information is delivered
830 形式通讯
(1) 非公司非电子非印形式公司送交提供文件资料条适
(2) 关文件资料关公司意形式方式送交提供该文件资料属适条文目该公司送交提供
830 Communication in other forms
(1) This section applies if a document or information is sent or supplied otherwise than in electronic or hard copy form to a company by a person who is not a company
(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if the document or information is sent or supplied in a form or manner that has been agreed by the company
第4分部 —— 公司作出通讯
Division 4—Other Communication by Company to Another Person
831 电子形式通讯
(1) 第(2)款规定外公司电子形式送交提供文件资料条适
(2) 关公司网站提供关文件资料方式关送交提供该文件资料条适
(3) 情况关文件资料属适条文目关送交提供 ——
(a) 情况 ——
(i) 该非公司该已般明确意藉电子形式该送交提供该文件资料没撤销该项意
(ii) 该公司该已予述意没撤销该项意根条例条文须视已予述意
(b) 该文件资料 ——
(i) 电子方式送交提供 ——
(A) (该非公司)该目般明确指明址
(B) (该公司)目般明确指明址根条例条文视已目指明址
(ii) 专送交提供予该
(iii) 专邮递方式送交提供第825条指明址
(c) 关公司合理意见该文件资料送交提供时形式送交提供方式接收者够 ——
(i) 肉眼辅适合矫正视力镜片情况阅读该文件资料(该文件资料影组成范围)观该文件资料
(ii) 保存该文件资料文
(4) 第(3)(a)款言非关已关公司发出少第822条指明期间撤销通知否该没撤销关意
(5) 批准关文件资料予认证适条文言规定关文件资料须予认证适条文言 ——
(a) 关公司身分关指明方式确认
(b) (该没指明确认方式)关通讯载附关关公司身分陈述该没理怀疑该陈述真确性
该文件资料属已获充分认证
(6) 关文件资料某代公司送交提供予公司该公司章程细中该公司求提供关该代首述公司行事权限合理证条文受第(5)款影响
(7) 关文件资料适条文目关送交提供 ——
(a) 该文件资料电子方式送交提供非相反证明成立该文件资料须视作送交提供第823条指明期间终结时该收
(b) 该文件资料邮递方式送交提供非相反证明成立该文件资料须视作第824条指明时间该收
(c) 该文件资料专送交提供该文件资料须视作该文件资料送抵时该收
831 Communication in electronic form
(1) Subject to subsection (2) this section applies if a document or information is sent or supplied in electronic form by a company to another person
(2) This section does not apply if the document or information is sent or supplied by the company to that other person by making it available on a website
(3) The document or information is sent or supplied to that other person for the purposes of an applicable provision if—
(a) that other person—
(i) where that other person is not a company has agreed generally or specifically that the document or information may be sent or supplied to the person in electronic form and has not revoked the agreement or
(ii) where that other person is a company has so agreed and has not revoked the agreement or is to be regarded under a provision of this Ordinance as having so agreed
(b) the document or information is sent or supplied—
(i) by electronic means to an address—
(A) where that other person is not a company specified for the purpose by that other person generally or specifically or
(B) where that other person is a company so specified for the purpose or regarded under a provision of this Ordinance as having been so specified for the purpose
(ii) by hand to that other person or
(iii) by hand or by post to an address specified in section 825 and
(c) the document or information is sent or supplied in a form and by a means that in the company’s reasonable opinion will enable the recipient—
(i) to read the document or information or to the extent that it consists of images to see the document or information with the naked eye or with the eye with suitable corrective lens and
(ii) to retain a copy of the document or information
(4) That other person has not revoked the agreement for the purposes of subsection (3)(a) unless the person has given the company a notice of revocation of not less than the period specified in section 822
(5) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated the document or information is sufficiently authenticated if—
(a) the company’s identity is confirmed in a manner specified by that other person or
(b) where no manner has been specified the communication contains or is accompanied by a statement of the company’s identity and that other person has no reason to doubt the truth of the statement
(6) If the document or information is sent or supplied by a person on behalf of the company to another company subsection (5) does not affect any provision of that other company’s articles under which that other company may require reasonable evidence of the person’s authority to act on behalf of the company for which the document or information is sent or supplied
(7) If the document or information is sent or supplied to that other person for the purposes of an applicable provision it is to be regarded as being received by that other person—
(a) where the document or information is sent or supplied by electronic means at the end of the period specified in section 823 after it is sent or supplied unless the contrary is proved
(b) where the document or information is sent or supplied by post at the time specified in section 824 unless the contrary is proved or
(c) where the document or information is sent or supplied by hand at the time when the document or information is delivered
832 印形式通讯
(1) 公司印形式送交提供文件资料条适
(2) 关文件资料述方式送交提供该文件资料属适条文目关送交提供 ——
(a) 专送交提供予该
(b) 专邮递方式送交提供第825条指明址
(3) 批准关文件资料予认证适条文言规定关文件资料须予认证适条文言该文件资料关公司董事公司秘书签署目授权关公司高级员签署该文件资料属已获充分认证
(4) 关文件资料某代公司送交提供予公司该公司章程细中该公司求提供关该代首述公司行事权限合理证条文受第(3)款影响
(5) 关文件资料适条文目关送交提供 ——
(a) 该文件资料邮递方式送交提供非相反证明成立该文件资料须视作第824条指明时间该收
(b) 该文件资料专送交提供该文件资料须视作该文件资料送抵时该收
832 Communication in hard copy form
(1) This section applies if a document or information is sent or supplied in hard copy form by a company to another person
(2) The document or information is sent or supplied to that other person for the purposes of an applicable provision if the document or information is sent or supplied—
(a) by hand to that other person or
(b) by hand or by post to an address specified in section 825
(3) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated the document or information is sufficiently authenticated if it is signed by a director or company secretary of the company or by an officer of the company authorized for the purpose
(4) If the document or information is sent or supplied by a person on behalf of the company to another company subsection (3) does not affect any provision of that other company’s articles under which that other company may require reasonable evidence of the person’s authority to act on behalf of the company for which the document or information is sent or supplied
(5) If the document or information is sent or supplied to that other person for the purposes of an applicable provision it is to be regarded as being received by that other person—
(a) where the document or information is sent or supplied by post at the time specified in section 824 unless the contrary is proved or
(b) where the document or information is sent or supplied by hand at the time when the document or information is delivered
833 通网站作出通讯
(1) 第(2)款规定外公司网站提供文件资料方式送交提供文件资料条适
(2) 关文件资料公司成员公司送交提供条适
(3) 情况关文件资料属适条文目关送交提供 ——
(a) 该 ——
(i) 已般明确意关公司藉网站提供该文件资料方式该送交提供该文件资料根第(4)(5)款须视已予述意
(ii) 没撤销该项意
(b) 该公司合理意见该文件资料送交提供时形式送交提供方式接收者够 ——
(i) 肉眼辅适合矫正视力镜片情况阅读该文件资料(该文件资料影组成范围)观该文件资料
(ii) 保存该文件资料文
(c) 第(10)款规定外该公司已第(8)款指明事宜通知该
(d) 该公司已整段期间网站提供该文件资料 ——
(i) 该适条文指明期间
(ii) (该适条文没指明期间)(c)段指通知该送交日期起计28日期间
(4) 第(3)(a)(i)款言情况第(11)款规定外身关公司成员须视作已意该公司藉网站提供关文件资料方式该送交提供该文件资料 ——
(a) 该公司成员已议决该公司成员送交提供般文件资料该公司章程细载具效力条文
(b) 第(10)款规定外该公司已求该意该公司该送交提供般文件资料送交提供该文件资料送交该求日期起计28日该公司没收该求回应
(c) 第(10)款规定外 ——
(i) 该求清楚述明没该28日作出回应效果
(ii) 该求送交日期次(b)段目相相类文件资料该作出求12月
(5) 第(3)(a)(i)款言情况第(11)款规定外身关公司债权证持须视作已意该公司藉网站提供关文件资料方式该送交提供该文件资料 ——
(a) 设立该债权证文书载条文表明该公司相应债权证持送交提供般文件资料相应债权证持已该文书条文议决该公司该等相应债权证持送交提供般文件资料
(b) 第(10)款规定外该公司已求该意该公司该送交提供般文件资料送交提供该文件资料送交该求日期起计28日该公司没收该求回应
(c) 第(10)款规定外 ——
(i) 该求清楚述明没该28日作出回应效果
(ii) 该求送交日期次(b)段目相相类文件资料该作出求12月
(6) 第(3)(a)(ii)款言非关已关公司发出少第822条指明期间撤销通知否该没撤销关意
(7) 第(3)(c)款言关适条文指明须送交关通知时限限期须该时限前该限期送交该通知
(8) 施行第(3)(c)款指明事宜 ——
(a) 关文件资料出现网站
(b) (通知日期该文件资料没网站提供)该文件资料会提供日期
(c) 网站网址
(d) 网站处取览该文件资料
(e) 取览该文件资料
(9) 施行第(3)(d)款情况没整段该款述期间网站提供关文件资料须理会 ——
(a) 该期间部分时间该文件资料网站提供
(b) 没该期间提供该文件资料完全某情况理预期公司防止避免情况出现
(10) 情况第(3)(c)(4)(b)(c)(5)(b)(c)款适 ——
(a) 关 ——
(i) 公司 ——
(A) 关没第831(3)(a)(i)条目意关文件资料电子形式送交提供予该
(B) 关没第831(3)(b)(i)(A)条目指明关文件资料送交提供予该址
(ii) 公司该没意指明址根条例条文视已意指明址
(b) 公司已采印形式该文件资料邮递方式送交提供该邮寄址第832(2)(b)条目指明址邮政局法派递该址理退回该印
(11) 第(4)(5)款言情况某视作已意关公司藉网站提供关文件资料方式该送交提供该文件资料 ——
(a) (第(4)款言非第(4)(b)款第(10)款适)该证明没收第(4)(b)款指求
(b) (第(5)款言非第(5)(b)款第(10)款适)该证明没收第(5)(b)款指求
(12) 关文件资料适条文目关送交提供 ——
(a) 该文件资料须视作日期(较迟者准)送交提供 ——
(i) 该文件资料首次网站提供日期
(ii) 第(3)(c)款指通知送交日期
(b) 该文件资料须视作该时间(较迟者准)第823条指明期间终结时收 ——
(i) 该文件资料首次网站提供时
(ii) 该收第(3)(c)款指通知时
(13) 条中 ——
相应债权证持 (equivalent debenture holders)获公司送交提供文件资料言指该公司债权证持中目排序均该相
833 Communication by means of website
(1) Subject to subsection (2) this section applies if a document or information is sent or supplied by a company to another person by making it available on a website
(2) This section does not apply if the document or information is sent or supplied by a member of a company to the company
(3) The document or information is sent or supplied to that other person for the purposes of an applicable provision if—
(a) that other person—
(i) has agreed generally or specifically that the document or information may be sent or supplied by the company to the person by making it available on a website or is to be regarded under subsection (4) or (5) as having so agreed and
(ii) has not revoked the agreement
(b) the document or information is sent or supplied in a form and by a means that in the company’s reasonable opinion will enable the recipient—
(i) to read the document or information or to the extent that it consists of images to see the document or information with the naked eye or with the eye with suitable corrective lens and
(ii) to retain a copy of the document or information
(c) subject to subsection (10) the company has notified that other person of the matters specified in subsection (8) and
(d) the company has made the document or information available on the website throughout—
(i) the period specified by the applicable provision or
(ii) where no period is specified the period of 28 days beginning on the date on which the notification under paragraph (c) is sent to that other person
(4) For the purposes of subsection (3)(a)(i) a person who is a member of the company is subject to subsection (11) to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if—
(a) the company’s members have resolved or the company’s articles contain a provision to the effect that documents or information generally may be so sent or supplied by the company to its members
(b) subject to subsection (10) the company has individually requested the person to agree that documents or information generally or the document or information may be so sent or supplied by the company to the person and has not received a response to the request within 28 days beginning on the date on which the request was sent and
(c) subject to subsection (10) the request—
(i) stated clearly the effect of a failure to respond within those 28 days and
(ii) was sent at least 12 months after any prior request made to the person for the purposes of paragraph (b) in respect of the same or a similar class of documents or information
(5) For the purposes of subsection (3)(a)(i) a person who is a debenture holder of the company is subject to subsection (11) to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if—
(a) the instrument creating the debenture contains a provision to the effect or the equivalent debenture holders have resolved in accordance with the provisions of that instrument that documents or information generally may be so sent or supplied by the company to those holders
(b) subject to subsection (10) the company has individually requested the person to agree that documents or information generally or the document or information may be so sent or supplied by the company to the person and has not received a response to the request within 28 days beginning on the date on which the request was sent and
(c) subject to subsection (10) the request—
(i) stated clearly the effect of a failure to respond within those 28 days and
(ii) was sent at least 12 months after any prior request made to the person for the purposes of paragraph (b) in respect of the same or a similar class of documents or information
(6) That other person has not revoked the agreement for the purposes of subsection (3)(a)(ii) unless the person has given the company a notice of revocation of not less than the period specified in section 822
(7) For the purposes of subsection (3)(c) if the applicable provision specifies the time by which or the period within which the notification is to be sent the notification must be sent by that time or within that period
(8) The matters specified for the purposes of subsection (3)(c) are—
(a) the presence of the document or information on the website
(b) if the document or information is not available on the website on the date of the notification the date on which it will be so available
(c) the address of the website
(d) the place on the website where the document or information may be accessed and
(e) how to access the document or information
(9) For the purposes of subsection (3)(d) a failure to make a document or information available on a website throughout the period mentioned in that subsection is to be disregarded if—
(a) the document or information is made available on the website for part of that period and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid
(10) Subsections (3)(c) (4)(b) and (c) and (5)(b) and (c) do not apply if—
(a) that other person—
(i) where that other person is not a company—
(A) has not agreed that the document or information may be sent or supplied to the person in electronic form for the purposes of section 831(3)(a)(i) or
(B) has not specified an address to which the document or information may be sent or supplied to the person for the purposes of section 831(3)(b)(i)(A) or
(ii) where that other person is a company has not so agreed or specified or is not regarded under a provision of this Ordinance as having so agreed or specified and
(b) any document or information has been sent or supplied in hard copy form by the company to that other person by post to an address specified for the purposes of section 832(2)(b) and it has been returned by the post office as undeliverable at the address
(11) For the purposes of subsections (4) and (5) a person is not to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if—
(a) in the case of subsection (4) except where subsection (4)(b) does not apply by virtue of subsection (10) it is proved that the person has not received the request under subsection (4)(b) or
(b) in the case of subsection (5) except where subsection (5)(b) does not apply by virtue of subsection (10) it is proved that the person has not received the request under subsection (5)(b)
(12) If the document or information is sent or supplied to that other person for the purposes of an applicable provision—
(a) it is to be regarded as being sent or supplied on whichever is the later of the following—
(i) the date on which the document or information is first made available on the website
(ii) the date on which a notification under subsection (3)(c) is sent and
(b) it is to be regarded as being received by that other person at the end of the period specified in section 823 after whichever is the later of the following—
(i) the time when the document or information is first made available on the website
(ii) the time when that other person receives a notification under subsection (3)(c)
(13) In this section—
equivalent debenture holders (相应债权证持) in relation to a person to whom a document or information is sent or supplied by a company means the debenture holders of the company ranking equally for all purposes with the person
834 形式通讯
(1) 公司非电子印形式非网站提供文件资料方式送交提供文件资料条适
(2) 关文件资料关意形式方式送交提供该文件资料属适条文目该送交提供
834 Communication in other forms
(1) This section applies if a document or information is sent or supplied by a company to another person otherwise than in electronic or hard copy form or by making it available on a website
(2) The document or information is sent or supplied to that other person for the purposes of an applicable provision if the document or information is sent or supplied in a form or manner that has been agreed by that other person
835 股份债权证联名持
(1) 情况条适 ——
(a) 条例条文批准规定公司股份债权证持送交提供某文件资料
(b) 某文件资料规定须送交予股份债权证联名持
(2) 公司章程细规定外关文件资料士送交提供该文件资料属关条文目联名持送交提供 ——
(a) 名联名持
(b) 该公司成员登记册债权证持登记册排名前持
(3) 公司章程细规定外持分部目意指明事宜须联名持意指明
835 Joint holders of shares or debentures
(1) This section applies if—
(a) a provision of this Ordinance authorizes or requires a document or information to be sent or supplied by a company to the holders of its shares or debentures and
(b) a document or information is required to be sent to joint holders of the shares or debentures
(2) Subject to anything in the company’s articles the document or information is sent or supplied to the joint holders for the purposes of the provision if the document or information is sent or supplied to—
(a) each of the joint holders or
(b) the holder whose name appears first in the company’s register of members or register of debenture holders
(3) Subject to anything in the company’s articles anything to be agreed or specified by the holders for the purposes of this Division must be agreed or specified by all the joint holders
836 股份持世破产
(1) 情况条适 ——
(a) 条例条文批准规定公司股份持送交提供某文件资料
(b) 持述股份已世破产
(2) 公司章程细规定外关文件资料述方式送交提供该文件资料属关条文目关持送交提供 ——
(a) 声称述世破产事件享关股份目提供香港址该姓名名称死者代理破产受讬称号类似称谓作收件该文件资料送交提供予该
(b) 该提供述址前述世破产事件未发生前送交提供该文件资料方式送交提供
836 Death or bankruptcy of holder of shares
(1) This section applies if—
(a) a provision of this Ordinance authorizes or requires a document or information to be sent or supplied by a company to the holders of its shares and
(b) a holder of the shares is dead or bankrupt
(2) Subject to anything in the company’s articles the document or information is sent or supplied to that holder for the purposes of the provision if the document or information—
(a) is sent or supplied to the persons claiming to be entitled to the shares in consequence of the death or bankruptcy by name or by the title of representatives of the deceased or trustee of the bankrupt or by any like description at the address within Hong Kong supplied for the purpose by the persons so claiming or
(b) until such an address has been so supplied is sent or supplied in any manner in which it might have been sent or supplied if the death or bankruptcy had not occurred
837 成员债权证持求印
(1A) 文件资料根条例公司(清盘杂项条文)条例(第32章)批准规定公司送交提供予成员债权证持条适 (2018年第35号第83条增补)
(1) 公司成员债权证持该公司收属印形式文件资料收该文件资料日期28日求该公司印形式送交提供该文件资料
(2) 公司须时间印形式免费关成员持送交提供关文件资料 ——
(a) 收关求日期21日
(b) (该文件资料求该成员持某日期日前采取某行动)收该求日期7日
(3) 公司违反第(2)款该公司名责均属犯罪处第3级罚款
___________
837 Member or debenture holder may require hard copy
(1A) This section applies if a document or information is authorized or required to be sent or supplied by a company to a member or debenture holder under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (Added 35 of 2018 s 83)
(1) A member or debenture holder of a company may within 28 days after the date of receiving from the company a document or information otherwise than in hard copy form request the company to send or supply to the member or holder the document or information in hard copy form
(2) The company must send or supply to the member or holder the document or information in hard copy form free of charge—
(a) within 21 days after the date of receiving the request or
(b) if the document or information requires an action to be taken by the member or holder within 7 days after the date of receiving the request
(3) If a company contravenes subsection (2) the company and every responsible person of the company commit an offence and each is liable to a fine at level 3
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第19部
Part 19
调查查讯
(格式变更——2013年第1号编辑修订纪录)
Investigations and Enquiries
(Format changes—ER 1 of 2013)
第1分部 —— 导言
Division 1—Preliminary
838 释义
(1) 部中 ——
文件 (document)指 ——
(a) 注册纪录册登记册簿册纪录带
(b) 资讯系统输入资讯系统输出(属形式)
(c) 文件类似材料(机械电子磁力光学手方式制作)
代理 (agent)公司言包括 ——
(a) 银行律师
(b) 受该公司聘核数师该否该公司高级员
纪录 (record)指种方式编纂贮存资料纪录包括 ——
(a) 簿册契合约协议单收
(b) 资讯系统资讯系统制作文件材料
(c) 非阅读形式记录够该形式重现资料
(d) 载声音非视觉影数该等声音数够重播重现(否藉设备辅助)文件纪录碟纪录带声轨器件
(e) 载视觉影该等影够重现(否藉设备辅助) 影片(包括微缩影片)纪录碟录影带器件
高级员 (officer)法团体言指董事理公司秘书参理
资料 (information)包括 ——
(a) 数文字影声音编码电脑程式软件数库
(b) (a)段述项组合
认机构 (authorized institution)具银行业条例(第155章)第2(1)条予该词涵义
审查员 (inspector)指 ——
(a) 根第840841条获委调查某公司事务
(b) 根第853条获委继续调查
获转授 (delegate)——
(a) 审查员言指已根第850(1)条获转授该审查员权力
(b) 财政司司长言指已根第870条获转授财政司司长权力
(c) 处长言指已根第874条获转授处长权力公职员
簿册 (books)包括种方式编纂贮存否阅读形式记录帐目会计资料
(2) 部言 ——
(a) 某法团体某公司属公司集团成员
(b) 该法团体该公司实质控制
该法团体属该公司联系法团体
838 Interpretation
(1) In this Part—
agent (代理) in relation to a company includes—
(a) a banker or solicitor of the company and
(b) a person whether an officer of the company or not who is engaged as an auditor of the company
authorized institution (认机构) has the meaning given by section 2(1) of the Banking Ordinance (Cap 155)
books (簿册) includes accounts and accounting information however compiled or stored and whether or not recorded in a legible form
delegate (获转授) —
(a) in relation to an inspector means a person to whom the inspector has delegated any power under section 850(1)
(b) in relation to the Financial Secretary means a person to whom the Financial Secretary has delegated any power under section 870
(c) in relation to the Registrar means a public officer to whom the Registrar has delegated any power under section 874
document (文件) means—
(a) any register books or tape recording
(b) any input or output in whatever form into or from an information system and
(c) any other document or similar material (whether produced mechanically electronically magnetically optically manually or by any other means)
information (资料) includes—
(a) data text images sound codes computer programmes software and databases and
(b) any combination of the things mentioned in paragraph (a)
inspector (审查员) means—
(a) a person appointed under section 840 or 841 to investigate a company’s affairs or
(b) a person appointed under section 853 to continue an investigation
officer (高级员) in relation to a body corporate means a director manager or company secretary of or any other person involved in the management of the body corporate
record (纪录) means any record of information (however compiled or stored) and includes—
(a) any books deed contract agreement voucher and receipt
(b) any document or other material used with or produced by an information system
(c) any information that is recorded otherwise than in a legible form but is capable of being reproduced in a legible form
(d) any document disc tape sound track or other device in which sounds or other data (not being visual images) are embodied so as to be capable (with or without the aid of other equipment) of being reproduced and
(e) any film (including a microfilm) disc tape or other device in which visual images are embodied so as to be capable (with or without the aid of other equipment) of being reproduced
(2) For the purposes of this Part a body corporate is an associated body corporate of a company if—
(a) the body corporate and the company are members of the same group of companies or
(b) the body corporate and the company are substantially controlled by the same person
第2分部 —— 审查员调查公司事务
Division 2—Investigation of Company’s Affairs by Inspectors
第1次分部 —— 导言
Subdivision 1—Preliminary
839 释义
分部中 ——
中期报告 (interim report)指第855条述中期报告
公司 (company) ——
(a) 第840条中包括注册非香港公司
(b) 第841条中包括非香港公司
终报告 (final report)指第856条述终报告
调查 (investigation)指第840841条指某公司事务进行调查
(编辑修订——2013年第1号编辑修订纪录)
839 Interpretation
In this Division—
company (公司) —
(a) in section 840 includes a registered nonHong Kong company
(b) in section 841 includes a nonHong Kong company
final report (终报告) means the final report mentioned in section 856
interim report (中期报告) means the interim report mentioned in section 855
investigation (调查) means an investigation into a company’s affairs under section 840 or 841
第2次分部 —— 财政司司长委审查员调查公司事务
Subdivision 2—Appointment by Financial Secretary of Inspectors to Investigate Company’s Affairs
840 应公司成员申请委审查员
(1) 某公司已藉特决议宣布应调查事务财政司司长应该公司申请委进行该调查
(2) 关公司属 ——
(a) 股公司 ——
(i) 少100名成员提出申请
(ii) 持数少10已发行股份成员提出申请
(b) 股公司数少10名列成员登记册提出申请
财政司司长应申请委调查该公司事务
(3) 第(1)(2)款目提出申请须财政司司长求证作支持证明申请充分理求进行关调查
(4) 财政司司长非信纳委第(1)(2)款指调查某公司事务符合公众利益否作出该项委
(5) 财政司司长根第(1)(2)款作出委前求申请第(1)(2)款指委缴付调查开支提供项保证款额财政司司长指明者
840 Appointment of inspector on application by company or members
(1) The Financial Secretary may on application by a company appoint a person to investigate the company’s affairs if the company has by special resolution declared that the company’s affairs ought to be so investigated
(2) The Financial Secretary may also appoint a person to investigate a company’s affairs—
(a) for a company having a share capital on application by—
(i) at least 100 members or
(ii) members holding at least 10 of the shares issued or
(b) for a company not having a share capital on application by at least 10 in number of the persons on the company’s register of members
(3) An application for the purposes of subsection (1) or (2) must be supported by the evidence required by the Financial Secretary to show that the applicant has good reason for requesting the investigation
(4) The Financial Secretary must not appoint a person under subsection (1) or (2) to investigate a company’s affairs unless the Financial Secretary is satisfied that it is in the public interest to do so
(5) The Financial Secretary may before making an appointment under subsection (1) or (2) require an applicant for an appointment under subsection (1) or (2) to give security for the payment of the expenses of the investigation in an amount specified by the Financial Secretary
841 原讼法庭财政司司长动委审查员
(1) 原讼法庭藉命令宣布应调查某公司事务财政司司长须委进行该调查
(2) 财政司司长觉 ——
(a) 情况显示某公司欺诈非法目组成
(b) 情况显示 ——
(i) 该公司事务正公损害普遍成员某名某成员利益方式处理
(ii) 正出欺诈该公司债权债权意图处理该公司事务
(iii) 正欺诈非法目处理该公司事务
(c) 情况显示关涉该公司组成事务理该公司组成理方面该公司成员债权作出欺诈行失行行
委调查该公司事务
(3) 财政司司长非信纳委第(2)款指调查某公司事务符合公众利益否作出该项委
(4) 某公司正进行发清盘财政司司长根第(2)款委调查该公司事务
841 Appointment of inspector on Court’s or Financial Secretary’s initiative
(1) The Financial Secretary must appoint a person to investigate a company’s affairs if the Court by order declares that the company’s affairs ought to be so investigated
(2) The Financial Secretary may appoint a person to investigate a company’s affairs if it appears to the Financial Secretary that there are circumstances suggesting that—
(a) the company was formed for a fraudulent or unlawful purpose
(b) the company’s affairs are being or have been conducted—
(i) in a manner unfairly prejudicial to the interests of its members generally or of one or more members
(ii) with intent to defraud its creditors or the creditors of any other person or
(iii) for any other fraudulent or unlawful purpose or
(c) the persons concerned with the formation of the company or the management of its affairs have in relation to the formation or management engaged in fraud misfeasance or other misconduct towards it its members or its creditors
(3) The Financial Secretary must not appoint a person under subsection (2) to investigate a company’s affairs unless the Financial Secretary is satisfied that it is in the public interest to do so
(4) The Financial Secretary may appoint a person under subsection (2) to investigate a company’s affairs even though the company is in the course of being wound up voluntarily
842 审查员委通知须交付处长
(1) 根第840841条获委审查员须委通知交付处长登记
(2) 通知须关委作出日期15日交付处长须符合指明格式
842 Notice of appointment as inspector to be delivered to Registrar
(1) A person who is appointed as an inspector under section 840 or 841 must deliver a notice of the appointment to the Registrar for registration
(2) The notice must be delivered to the Registrar within 15 days after the date of the appointment and must be in the specified form
第3次分部 —— 财政司司长审查员作出指示权力
Subdivision 3—Financial Secretary’s Powers to Give Directions to Inspectors
843 财政司司长调查方面作出指示般权力
(1) 财政司司长调查方面审查员作出指示
(2) 财政司司长 ——
(a) 动根条作出指示
(b) 应审查员求根条作出指示
(3) 财政司司长更改撤销根条作出指示
843 General power of Financial Secretary to give directions regarding investigation
(1) The Financial Secretary may give directions to an inspector regarding an investigation
(2) The Financial Secretary may give directions under this section—
(a) on the Financial Secretary’s own initiative or
(b) at the request of the inspector
(3) The Financial Secretary may vary or revoke any directions given under this section
844 财政司司长调查标等方面作出指示
(1) 局限第843条原财政司司长事宜审查员作出指示 ——
(a) 关调查范围标(否藉参某公司指明范围运作某指明交易某指明期间方面订定)
(b) 审查员进行调查时须考虑考虑事宜
(c) 审查员进行调查时须采取采取步骤
(2) 局限第843条原财政司司长审查员作出指示求关调查中期报告终报告 ——
(a) 须载该审查员某指明事宜意见
(b) 提述某指明事宜
(c) 须符合某指明格式某指明方式提交
(d) 须某指明日期前完成
(3) 条中 ——
指明 (specified)指根条作出指示指明
844 Financial Secretary may give directions regarding subject matter of investigation etc
(1) Without limiting section 843 the Financial Secretary may give directions to an inspector with respect to any or all of the following—
(a) the terms or subject matter of the investigation (whether by reference to a specified area of a company’s operation a specified transaction a specified period of time or otherwise)
(b) the matters the inspector must take into account or must not take into account in conducting the investigation
(c) the steps the inspector must take or must not take in conducting the investigation
(2) Without limiting section 843 the Financial Secretary may also give directions to an inspector to require that the interim report or final report of the investigation—
(a) is to include the inspector’s opinion with respect to a specified matter
(b) is not to make reference to a specified matter
(c) is to be made in a specified form or manner or
(d) is to be completed by a specified date
(3) In this section—
specified (指明) means specified in directions given under this section
845 财政司司长指示终止暂停调查
(1) 局限第843条原财政司司长某调查完成前时间指示审查员 ——
(a) 终止该调查
(b) 财政司司长指明期间暂停该调查
(2) 审查员根第841(1)条获委非情况否财政司司长作出第(1)(a)款指指示 ——
(a) 财政司司长觉 ——
(i) 关调查程中调查事宜显示已犯香港法律订刑事罪行
(ii) 该等事宜已转介执法机关
(b) 原讼法庭批准作出该等指示
845 Financial Secretary may give directions to terminate or suspend investigation
(1) Without limiting section 843 the Financial Secretary may at any time before the completion of an investigation direct the inspector—
(a) to terminate the investigation or
(b) to suspend the investigation for a period as specified by the Financial Secretary
(2) If the inspector is appointed under section 841(1) the Financial Secretary must not give directions under subsection (1)(a) unless—
(a) it appears to the Financial Secretary that—
(i) matters have come to light in the course of the investigation which suggest that a criminal offence under the laws of Hong Kong has been committed and
(ii) those matters have been referred to a law enforcement agency or
(b) the giving of the directions is approved by the Court
第4次分部 —— 审查员权力
Subdivision 4—Inspectors’ Powers
846 审查员求交出纪录文件等
(1) 获委调查某公司事务审查员藉书面通知求第(2)款指明作出事情 ——
(a) 该通知指明时间该通知指明点交出该通知指明符合说明纪录文件 ——
(i) 攸关该调查攸关该调查
(ii) 该保控制
(b) 该审查员交出该纪录文件前采取合理步骤保存
(c) 该通知指明时间点面见该审查员宣誓宣誓情况回答该审查员该提出关受调查事宜问题
(d) 回答该通知指明关受调查事宜问题
(e) 审查员提供该理力提供该调查关连切协助
(2) 述 ——
(a) 关公司
(b) 该公司高级员前高级员
(c) 该公司代理前代理
(d) 该审查员基合理理相信符合说明 ——
(i) 包含相包含攸关关调查资料纪录文件
(ii) 方式该资料
(3) 审查员根第(1)款求认机构交出关客户事务纪录文件披露关该事务资料该审查员 ——
(a) 合理理相信该客户够提供攸关该调查资料
(b) 信纳该调查目交出该纪录文件披露该资料属必需书面证明事
限
(4) 第(1)(b)款中提述保存某纪录文件包括阻止某 ——
(a) 移离处置销毁该纪录文件
(b) 删增添方式更改载该纪录文件记项详情
(c) 方式干扰该纪录文件致准许干扰该纪录文件
(5) 施行第(1)(c)款审查员监誓
846 Inspector may require production of records and documents etc
(1) An inspector appointed to investigate a company’s affairs may by notice in writing require any of the persons specified in subsection (2) to do any or all of the following—
(a) produce within the time and at the place specified in the notice any record or document specified in the notice that—
(i) is or may be relevant to the investigation and
(ii) is in the person’s custody or power
(b) take all reasonable steps to preserve the record or document before it is produced to the inspector
(c) attend before the inspector at the time and place specified in the notice and answer any question whether on oath or otherwise relating to any matter under investigation that the inspector may raise with the person
(d) answer any question relating to any matter under investigation that is specified in the notice
(e) give the inspector all other assistance in connection with the investigation that the person is reasonably able to give
(2) The persons are—
(a) the company
(b) an officer or former officer of the company
(c) an agent or former agent of the company
(d) a person whom the inspector has reasonable grounds to believe—
(i) to be in possession of any record or document that contains or is likely to contain information relevant to the investigation or
(ii) otherwise to be in possession of that information
(3) An inspector must not require an authorized institution to produce any record or document or disclose any information relating to the affairs of a customer of the institution under subsection (1) unless—
(a) the inspector has reasonable grounds to believe that the customer may be able to provide information relevant to the investigation and
(b) the inspector is satisfied that the production or disclosure is necessary for the purposes of the investigation and so certifies in writing
(4) In subsection (1)(b) a reference to preserving a record or document includes preventing a person from—
(a) removing disposing of or destroying the record or document
(b) erasing adding to or altering in any other manner an entry or other particulars contained in the record or document or
(c) interfering in any other manner with or causing or permitting any other person to interfere with the record or document
(5) An inspector may administer an oath to any person for the purposes of subsection (1)(c)
847 审查员求交出董事帐目
(1) 获委调查某公司事务审查员合理理相信该公司董事前董事正维持维持第(2)款指明帐户该审查员藉书面通知求该董事前董事该审查员交出关该董事前董事控制帐户文件
(2) 述帐户关董事前董事银行接受存款公司类似财务机构(否香港方)维持类帐户(否单独联名维持)项目存入该帐户该帐户支出 ——
(a) 该董事席位获符合说明薪酬退休利益补偿：详情违反第383条情况未载列关该公司财政年度财务报表附注
(b) 惠该董事前董事贷款类似贷款惠该董事前董事交易获款项该等交易融资款项该贷款类似贷款款项详情违反第383条情况未载列关该公司财政年度财务报表附注
(c) 方式该董事前董事该公司成员行(否属欺诈性质)关连款项
847 Inspector may require production of director’s accounts
(1) If an inspector appointed to investigate a company’s affairs has reasonable grounds to believe that a director or former director of the company maintains or has maintained an account specified in subsection (2) the inspector may by notice in writing require the director or former director to produce to the inspector all documents relating to the account that are in the possession or under the control of the director or former director
(2) The account is one of whatever description maintained by the director or former director (whether alone or jointly with any other person) with a bank deposittaking company or similar financial institution (whether in Hong Kong or elsewhere) into or out of which there has been paid—
(a) any emolument retirement benefit or compensation in respect of the directorship particulars of which are not contained in the notes to the financial statements of the company for any financial year contrary to section 383
(b) any loan or quasiloan in favour of the director or former director or any money that has resulted from or has been used in the financing of any dealing in favour of the director or former director particulars of which are not contained in the notes to the financial statements of the company for any financial year contrary to section 383 or
(c) any money that has been in any way connected with any misconduct of the director or former director (whether fraudulent or not) towards the company or its members
848 第846847条补充条文：求解释等权力
(1) 遵根第846847条施加求交出某纪录文件审查员 ——
(a) 复制复印该纪录文件方式记录细节
(b) 藉书面通知求该该纪录文件提供资料解释
(2) 遵根第(1)款第846条施加求予回答提供资料解释审查员藉书面通知进步求该该进步求指明时间藉法定声明核实该项回答资料解释
(3) 没遵根第(1)款第846条施加求予回答提供资料解释理该项回答资料解释非该知悉非该审查员藉书面通知进步求该该进步求指明时间藉法定声明核实该项理事实
(4) 第(2)(3)款述法定声明审查员监理
848 Provisions supplementary to sections 846 and 847 powers to require explanation etc
(1) If a person produces a record or document in compliance with a requirement imposed under section 846 or 847 the inspector may—
(a) make copies or otherwise record the details of the record or document and
(b) by notice in writing require the person to provide any information or explanation in respect of the record or document
(2) If a person gives any answer or provides any information or explanation in compliance with a requirement imposed under subsection (1) or section 846 the inspector may by notice in writing further require the person to verify within the time specified in that further requirement the answer information or explanation by a statutory declaration
(3) If a person does not give any answer or provide any information or explanation in compliance with a requirement imposed under subsection (1) or section 846 for the reason that the answer information or explanation is not within the person’s knowledge or in the person’s possession the inspector may by notice in writing further require the person to verify within the time specified in that further requirement that reason and fact by a statutory declaration
(4) A statutory declaration mentioned in subsection (2) or (3) may be taken by the inspector
849 审查员联系法团体行权力
获委调查某公司事务审查员认该调查属必需该公司联系法团体行第846847848条指权力犹该等条文中提述公司提述联系法团体样
849 Inspector may exercise powers in relation to associated body corporate
If an inspector appointed to investigate a company’s affairs considers it necessary for the purposes of the investigation the inspector may also exercise any or all of the powers under sections 846 847 and 848 in relation to an associated body corporate of the company as if the references to a company in those sections were references to an associated body corporate
850 审查员转授权力
(1) 获委调查某公司事务审查员藉书面方式第846847848条赋予权力转授
(2) 审查员关公司联系法团体转授第(1)款指权力
(3) 2名2名审查员获委调查某公司事务中均行第(1)款指权力
850 Delegation of powers by inspector
(1) An inspector appointed to investigate a company’s affairs may delegate in writing any or all of the powers conferred under sections 846 847 and 848 to another person
(2) An inspector may delegate powers under subsection (1) in relation to the company or an associated body corporate of the company
(3) If 2 or more inspectors are appointed to investigate a company’s affairs the power under subsection (1) is exercisable by each of them
第5次分部 —— 审查员辞职罢免更换
Subdivision 5—Resignation Removal and Replacement of Inspectors
851 审查员辞职
审查员藉予财政司司长书面通知辞职
851 Resignation of inspector
An inspector may resign by notice in writing to the Financial Secretary
852 财政司司长撤销审查员委
财政司司长藉予审查员书面通知撤销该审查员委
852 Revocation of appointment of inspector by Financial Secretary
The Financial Secretary may revoke the appointment of an inspector by notice in writing to the inspector
853 代审查员委
(1) 某审查员世辞职某审查员委撤销财政司司长委继续关调查
(2) 分部(条外)言根第(1)款获委继续调查 ——
(a) 前审查员根分部某条文委情况须视根该条文委
(b) 受根分部前审查员作出未撤销指示规限
853 Appointment of replacement inspector
(1) If an inspector dies or resigns or an inspector’s appointment is revoked the Financial Secretary may appoint another person to continue the investigation
(2) For the purposes of this Division (except this section) a person appointed to continue an investigation under subsection (1)—
(a) is to be regarded as having been appointed under the provision of this Division under which the former inspector was appointed and
(b) is subject to any direction given to the former inspector under this Division that has not been revoked
854 前审查员须移交文件等
(1) 条 ——
(a) 财政司司长已根第845(1)(a)条审查员作出终止调查指示情况适该审查员
(b) 适 ——
(i) 已辞审查员
(ii) 属遭撤销委前审查员
(2) 述审查员士须述交出该审查员该已关调查程中取制成文件 ——
(a) 财政司司长
(b) 财政司司长指示 ——
(i) 根第853(1)条获委继续该调查
(ii) 第881(2)(a)(b)条提述
(3) 财政司司长指示述审查员述士须关调查获悉事宜告知述 ——
(a) 财政司司长
(b) 根第853(1)条获委继续该调查
(c) 第881(2)(a)(b)条提述
(4) 第(2)款述文件须财政司司长指示形式交出
854 Former inspector must hand over documents etc
(1) This section applies to—
(a) an inspector to whom the Financial Secretary has given a direction to terminate the investigation under section 845(1)(a) or
(b) a person—
(i) who has resigned as an inspector or
(ii) whose appointment as an inspector has been revoked
(2) The inspector or person must produce any document that the inspector or person has obtained or generated during the course of the investigation to—
(a) the Financial Secretary or
(b) if directed by the Financial Secretary—
(i) a person appointed to continue the investigation under section 853(1) or
(ii) a person referred to in section 881(2)(a) or (b)
(3) The inspector or person must also if directed by the Financial Secretary inform—
(a) the Financial Secretary
(b) a person appointed to continue the investigation under section 853(1) or
(c) a person referred to in section 881(2)(a) or (b)
of any matter that came to the inspector’s or person’s knowledge as a result of the investigation
(4) A document mentioned in subsection (2) must be produced in a form as directed by the Financial Secretary
第6次分部 —— 审查员报告
Subdivision 6—Reports by Inspectors
855 审查员提交中期报告等
(1) ——
(a) 财政司司长指示审查员须关调查拟备中期报告
(b) 审查员认拟备中期报告适时该调查拟备中期报告
(2) 根第845(1)(a)条作出指示指示审查员终止某调查财政司司长先前作出第(1)(a)款提述指示效
(3) 中期报告须财政司司长指示时间交付财政司司长财政司司长没指示中期报告须拟备段合理时间交付财政司司长
(4) 审查员须中期报告交付财政司司长段合理时间关该事实通知交付处长登记该通知须符合指明格式
(5) 否已拟备会拟备中期报告 ——
(a) 审查员进行调查程中时该审查员该调查获悉事宜告知财政司司长
(b) 财政司司长指示审查员须该审查员该调查获悉事宜告知财政司司长
855 Interim report to be made by inspector etc
(1) An inspector—
(a) must if directed by the Financial Secretary prepare an interim report on the investigation and
(b) may at any time prepare an interim report on the investigation if the inspector considers it appropriate to do so
(2) If an inspector is directed under section 845(1)(a) to terminate an investigation any direction previously given by the Financial Secretary referred to in subsection (1)(a) ceases to have effect
(3) An interim report must be delivered to the Financial Secretary within the time directed by the Financial Secretary or in the absence of directions within a reasonable time after it is prepared
(4) An inspector must within a reasonable time after the delivery of an interim report to the Financial Secretary deliver to the Registrar for registration a notice of that fact in the specified form
(5) Irrespective of whether an interim report has been or will be prepared an inspector—
(a) may at any time in the course of the investigation inform the Financial Secretary of any matter that comes to the inspector’s knowledge as a result of the investigation and
(b) must inform the Financial Secretary of any matter that comes to the inspector’s knowledge as a result of the investigation if directed to do so by the Financial Secretary
856 审查员提交终报告等
(1) 审查员须调查完成时该调查拟备终报告
(2) 接获第845(1)(a)条指指示终止调查审查员 ——
(a) 根第840(1)(2)841(2)条委该审查员接获财政司司长指示须该调查拟备终报告
(b) 根第841(1)条委该审查员接获原讼法庭指示须该调查拟备终报告
(3) 终报告须财政司司长指示时间交付财政司司长财政司司长没指示终报告须拟备段合理时间交付财政司司长
(4) 审查员须终报告交付财政司司长段合理时间关该事通知交付处长登记该通知须符合指明格式
856 Final report to be made by inspector etc
(1) An inspector must on the completion of the investigation prepare a final report on the investigation
(2) An inspector who is directed under section 845(1)(a) to terminate an investigation must still prepare a final report on the investigation if directed to do so—
(a) where the inspector is appointed under section 840(1) or (2) or 841(2) by the Financial Secretary or
(b) where the inspector is appointed under section 841(1) by the Court
(3) A final report must be delivered to the Financial Secretary within the time directed by the Financial Secretary or in the absence of directions within a reasonable time after it is prepared
(4) An inspector must within a reasonable time after the delivery of a final report to the Financial Secretary deliver to the Registrar for registration a notice of that fact in the specified form
857 中期报告终报告涵盖联系法团体事务
获委调查某公司事务审查员获转授已根第846847848条该公司联系法团体行权力该审查员认该法团体事务攸关关调查该审查员须中期报告终报告该法团体事务提交报告
857 Interim report or final report may cover affairs of associated body corporate
If an inspector appointed to investigate a company’s affairs or a delegate of the inspector has exercised any of the powers under section 846 847 or 848 in relation to an associated body corporate of the company the inspector must also report on the affairs of that body corporate in the interim report or final report so far as the inspector considers that the affairs of that body corporate are relevant to the investigation
858 审查员须报告送交受影响等
(1) 获委调查公司事务审查员认旦发表该调查中期报告终报告关报告部分该报告部分作出披露该报告点名便会该项发表披露蒙受利影响该审查员须该报告交付财政司司长前 ——
(a) 该送交该报告草稿报告草稿该部分
(b) 予该合理陈词机会
(2) 某审查员第(1)款指送交中期报告草稿终报告草稿草稿关部分前该审查员 ——
(a) 安排该报告草稿该报告草稿该部分段落掩盖涂
(b) 求该该报告草稿该报告草稿该部分保密
858 Inspector must send report to affected persons etc
(1) If in the opinion of an inspector appointed to investigate a company’s affairs any person named in an interim report or final report on the investigation would in the event of a publication or other disclosure of the report or any part of the report be adversely affected by the publication or disclosure the inspector must before delivering the report to the Financial Secretary—
(a) send the draft report or that part of the draft report to the person and
(b) give the person a reasonable opportunity to be heard
(2) Before an inspector sends a draft interim report or final report or part of the draft report to a person under subsection (1) the inspector may—
(a) cause any passages in the draft report or that part of the draft report to be concealed from view or to be obliterated and
(b) require the person to keep the draft report or that part of the draft report confidential
859 财政司司长须审查员报告送交原讼法庭存档
(1) 接获根第841(1)条委审查员中期报告终报告财政司司长须切实行范围快该报告文送交原讼法庭存档
(2) 财政司司长根第(1)款关文送交原讼法庭存档前指明取览该报告什期间受限制指明取览该报告受种形式限制
859 Financial Secretary to file copies of inspector’s report with Court
(1) As soon as practicable after receiving an interim report or final report from an inspector appointed under section 841(1) the Financial Secretary must file a copy of the report with the Court
(2) The Financial Secretary may before filing a copy of an interim report or final report with the Court under subsection (1) specify the period and manner in which access to the report is to be restricted
860 财政司司长审查员报告文送交关调查申请等
(1) 接获获委调查某公司事务审查员中期报告终报告财政司司长 ——
(a) 该报告文送交该公司注册办事处
(b) 提出请求情况收取订明费该报告文送交 ——
(i) 该公司成员(根第857条该公司联系法团体事务成该报告容)该法团体成员
(ii) 该公司法团体核数师
(iii) 作出该报告述行
(iv) 关调查申请
(v) (财政司司长觉财政利害关系受该报告处理事宜影响(该作该公司法团体债权投资者身分受影响)情况)该
(2) 中期报告终报告文送交第(1)款指前财政司司长 ——
(a) 安排该报告段落掩盖涂
(b) 求该该报告文保密
860 Financial Secretary may send copies of inspector’s report to applicants of investigation etc
(1) After receiving an interim report or final report from an inspector appointed to investigate a company’s affairs the Financial Secretary may—
(a) send a copy of the report to the company at its registered office or
(b) on request and on receipt of the prescribed fee send a copy of the report to—
(i) a member of the company or a member of its associated body corporate the affairs of which are reported in the report under section 857
(ii) the auditors of the company or body corporate
(iii) a person whose conduct is mentioned in the report
(iv) the applicant for the investigation or
(v) any other person whose financial interest appears to the Financial Secretary to be affected by the matters dealt with in the report whether as a creditor of the company or body corporate or a possible investor or otherwise
(2) Before sending a copy of an interim report or final report to any person under subsection (1) the Financial Secretary may—
(a) cause any passage in the report to be concealed from view or to be obliterated and
(b) require the person to keep the copy of the report confidential
861 发表审查员报告
(1) 中期报告终报告根分部交付财政司司长财政司司长该报告全部部分发表
(2) 根第(1)款发表中期报告终报告关报告部分财政司司长须切实行范围快该报告文该部分文交付处长登记
(3) 条中 ——
发表 (publish)包括分发提供传播
861 Publication of inspector’s report
(1) The Financial Secretary may publish either in whole or in part any interim report or final report delivered to the Financial Secretary under this Division
(2) The Financial Secretary must deliver to the Registrar for registration a copy of any interim report or final report or any part of an interim report or final report that is published under subsection (1) as soon as practicable after it is published
(3) In this section—
publish (发表) includes distribute make available and disseminate
862 审查员报告属证
法院进行民事法律程序(包括取消董事资格法律程序)中 ——
(a) 文件审查员拟备中期报告终报告文该报告部分文该审查员财政司司长核证该报告该部分真实文该文件交出接纳证需加证明
(b) 该文件根(a)段接纳证属关报告部分述事实证
862 Inspector’s report to be evidence
In any civil proceedings before a court (including proceedings for the disqualification of a director)—
(a) a document purporting to be a copy of an interim report or final report prepared by an inspector or a part of such a report and purporting to be certified by the inspector or the Financial Secretary as a true copy of the report or part is admissible in evidence on its production without further proof and
(b) on being admitted in evidence under paragraph (a) the document is evidence of the facts stated in the report or that part of the report
第7次分部 —— 杂项条文
Subdivision 7—Miscellaneous
863 没遵第4次分部等指求等罪行
(1) 合理辩解没遵根第4次分部该施加求属犯罪
(2) 出诈骗意图没遵根第4次分部该施加求属犯罪
(3) 公司高级员雇员法团体高级员雇员出诈骗意图致容许该公司法团体没遵根第4次分部该公司法团体施加求属犯罪
(4) ——
(a) 作出作充作遵根第4次分部该施加求 ——
(i) 交出项属虚假具误导性纪录文件
(ii) 提供项属虚假具误导性资料解释
(iii) 说出项属虚假具误导性言词作出项属虚假具误导性陈述
(b) 知道该纪录文件资料解释言词陈述项属虚假具误导性罔顾该纪录文件资料解释言词陈述否项属虚假具误导性
属犯罪
(5) 出诈骗意图 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
(c) 说出项属虚假具误导性言词作出项属虚假具误导性陈述
充作遵根第4次分部该施加求属犯罪
(6) 公司高级员雇员法团体高级员雇员出诈骗意图致容许该公司法团体 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
(c) 说出项属虚假具误导性言词作出项属虚假具误导性陈述
充作遵根第4次分部该公司法团体施加求属犯罪
(7) 仅遵根第4次分部该施加求会导致该入罪理获免遵该项求
(8) 条例规定情况根第(1)(2)(3)(4)(5)(6)款行针提起刑事法律程序 ——
(a) 已第864(2)(b)条目行针该提起法律程序
(b) 该等法律程序然决提起该等法律程序第864(2)(b)条目行次合法针该提起法律程序
(9) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款200000监禁年
(b) 循简易程序定罪处第5级罚款监禁6月
(10) 犯第(2)(3)(5)(6)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁7年
(b) 循简易程序定罪处第6级罚款监禁6月
(11) 犯第(4)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
863 Offences for failing to comply with requirements under Subdivision 4 etc
(1) A person commits an offence if the person without reasonable excuse fails to comply with any requirement imposed on the person under Subdivision 4
(2) A person commits an offence if the person with intent to defraud fails to comply with any requirement imposed on the person under Subdivision 4
(3) An officer or employee of a company or body corporate on which a requirement is imposed under Subdivision 4 commits an offence if the officer or employee with intent to defraud causes or allows the company or body corporate to fail to comply with the requirement
(4) A person commits an offence if the person—
(a) in purported compliance with a requirement imposed on the person under Subdivision 4—
(i) produces any record or document that is false or misleading in a material particular
(ii) provides any information or explanation that is false or misleading in a material particular or
(iii) says or states anything that is false or misleading in a material particular and
(b) knows that or is reckless as to whether or not the record or document the information or explanation or the thing said or stated is false or misleading in a material particular
(5) A person commits an offence if the person with intent to defraud in purported compliance with a requirement imposed on the person under Subdivision 4—
(a) produces any record or document that is false or misleading in a material particular
(b) provides any information or explanation that is false or misleading in a material particular or
(c) says or states anything that is false or misleading in a material particular
(6) An officer or employee of a company or body corporate on which a requirement is imposed under Subdivision 4 commits an offence if the officer or employee with intent to defraud causes or allows the company or body corporate to in purported compliance with the requirement—
(a) produce any record or document that is false or misleading in a material particular
(b) provide any information or explanation that is false or misleading in a material particular or
(c) say or state anything that is false or misleading in a material particular
(7) A person is not excused from complying with a requirement imposed on the person under Subdivision 4 only on the ground that to do so might tend to incriminate the person
(8) Despite anything in this Ordinance no criminal proceedings may be instituted against a person under subsection (1) (2) (3) (4) (5) or (6) in respect of any conduct if—
(a) proceedings have previously been instituted against the person for the purposes of section 864(2)(b) in respect of the same conduct and
(b) those proceedings remain pending or by reason of the previous institution of those proceedings no proceedings may again be lawfully instituted against the person for the purposes of section 864(2)(b) in respect of the same conduct
(9) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 200000 and to imprisonment for one year or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(10) A person who commits an offence under subsection (2) (3) (5) or (6) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 7 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
(11) A person who commits an offence under subsection (4) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
864 审查员原讼法庭申请没遵第4次分部求事进行研讯
(1) 没遵根第4次分部该施加求审查员藉原诉传票原讼法庭申请没遵该项求事进行研讯
(2) 原讼法庭信纳关合理辩解没遵关求作出中项全部两项命令 ——
(a) 命令该原讼法庭指明限期遵该项求
(b) 惩罚该明知牵涉入该没遵求事惩罚方式犹该(适话)该犯藐视法庭罪样
(3) 条例规定情况第(2)(b)款目行针提起法律程序 ——
(a) 已根第863(1)(2)(3)(4)(5)(6)条行针该提起刑事法律程序
(b) 该等刑事法律程序然决提起该等刑事法律程序根第863(1)(2)(3)(4)(5)(6)条行次合法针该提起刑事法律程序
864 Inspector may apply to Court to inquire into failure to comply with requirements under Subdivision 4
(1) If a person fails to comply with a requirement imposed on the person under Subdivision 4 the inspector may by originating summons apply to the Court for an inquiry into the failure
(2) The Court may if it is satisfied that the person has without reasonable excuse failed to comply with the requirement do any or all of the following—
(a) order the person to comply with the requirement within the period specified by the Court
(b) punish the person and any other person knowingly involved in the failure in the same manner as if the person and if applicable that other person had been guilty of contempt of court
(3) Despite anything in this Ordinance no proceedings may be instituted against a person for the purposes of subsection (2)(b) in respect of any conduct if—
(a) criminal proceedings have previously been instituted against the person under section 863(1) (2) (3) (4) (5) or (6) in respect of the same conduct and
(b) those criminal proceedings remain pending or by reason of the previous institution of those criminal proceedings no criminal proceedings may again be lawfully instituted against the person under section 863(1) (2) (3) (4) (5) or (6) in respect of the same conduct
865 导致入罪证法律程序中
(1) 某审查员获转授求某(求象)根第4次分部问题予回答求某(求象)交出纪录文件提供资料解释须确保求象已事先获告知提示第(2)款该审查员获转授该项求求象予该项回答提供该资料解释获接受证限制
(2) 条例规定第(3)款指明条件获符合情况审查员获转授关求求象予回答提供资料解释刑事法律程序中接纳针求象证求象该项回答资料解释控犯中项罪行 ——
(a) 第863(4)(5)(6)条订罪行
(b) 刑事罪行条例(第200章)第V部订罪行
(c) 作假证供罪
该项罪行进行法律程序属例外
(3) 述条件 ——
(a) 关回答资料解释会导致求象入罪
(b) 求象予该项回答提供该资料解释前声称
865 Use of incriminating evidence in proceedings
(1) If an inspector or a delegate of an inspector requires a person under Subdivision 4 to give an answer to any question or to provide any information or explanation in respect of any record or document produced the inspector or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the inspector’s or delegate’s requirement and of the answer given or information or explanation provided by the person
(2) Despite anything in this Ordinance if the conditions specified in subsection (3) are satisfied the inspector’s or delegate’s requirement and the answer given or information or explanation provided by the person are not admissible in evidence against the person in criminal proceedings other than those in which the person is charged with an offence in respect of the answer information or explanation—
(a) under section 863(4) (5) or (6)
(b) under Part V of the Crimes Ordinance (Cap 200) or
(c) for perjury
(3) The conditions are—
(a) that the answer information or explanation might tend to incriminate the person and
(b) that the person so claims before giving the answer or providing the information or explanation
866 调查开支
(1) 项调查需开支须政府般收入中先行拨款支付第(2)款述须该款述范围负政府偿该等开支法律责
(2) 述负法律责范围 ——
(a) 某调查结果项罪行提起检控中法院定罪该须法院命令范围负政府偿该调查开支法律责
(b) 审查员根第840841(1)条获委进行该调查中期报告终报告处理法团体须财政司司长指示范围负政府偿该调查开支法律责
(c) 审查员应某公司成员申请根第840条获委进行该调查该公司该等成员须财政司司长指示范围负政府偿该调查开支责
(3) 根第(2)款某段作出某命令指示时法院财政司司长(视属情况定)命令指示根该段负法律责2名2名士政府偿该命令指示关开支负法律责负法律责
(4) 根第(2)款(a)段作出项关某法律责范围命令时法院进步命令该法律责根该款(b)(c)段负法律责该作弥偿
(5) 根第840841(1)条获委进行调查审查员认合适该调查中期报告终报告中载列项关第(2)款(a)(b)(c)段提述该调查中需缴付关开支范围建议
(6) 财政司司长指示审查员须关调查中期报告终报告中载列第(5)款述建议
(7) 第(5)(6)款指审查员建议 ——
(a) 第(2)款(a)段提述作出该建议 ——
(i) 该定罪前法院披露
(ii) 法院具约束力
(b) 第(2)款(b)(c)段提述作出该建议财政司司长具约束力
(8) 条言项调查开支包括 ——
(a) 该调查附带引起合理开支
(b) 财政司司长厘定政府般员工开支办公室开支合理款额财政司司长厘定审查员保险费合理款额
(9) 根第(2)款须政府偿款额作欠政府民事债项予追讨
866 Expenses of investigation
(1) The expenses of an investigation are to be defrayed in the first instance out of the general revenue but the persons mentioned in subsection (2) are liable to repay the expenses to the Government to the extent mentioned in that subsection
(2) Those persons and the extent of their liability are as follows—
(a) if on a prosecution for an offence instituted as a result of the investigation a person is convicted of the offence by the court the person is liable to repay the expenses to the Government to the extent ordered by the court
(b) if the inspector who conducted the investigation was appointed under section 840 or 841(1) any body corporate dealt with by the interim report or final report is liable to repay the expenses to the Government to the extent directed by the Financial Secretary
(c) if the inspector who conducted the investigation was appointed under section 840 on application by a company or members of a company the company or any of those members who made the application are liable to repay the expenses to the Government to the extent directed by the Financial Secretary
(3) When making an order or giving directions under a paragraph of subsection (2) the court or the Financial Secretary (as the case may be) may order or direct that 2 or more persons liable under that paragraph are to be jointly liable or jointly and severally liable for any of the expenses ordered or directed to be repaid to the Government
(4) On making an order on the extent of a person’s liability under paragraph (a) of subsection (2) the court may further order that the person is also liable to indemnify another person against any liability to which that other person may be subject under paragraph (b) or (c) of that subsection
(5) If the inspector who conducted the investigation was appointed under section 840 or 841(1) the interim report or final report of the investigation may if the inspector thinks fit include a recommendation as to the extent to which the expenses of the investigation should be repaid by a person referred to in paragraph (a) (b) or (c) of subsection (2)
(6) An inspector must include a recommendation mentioned in subsection (5) in the interim report or final report of the investigation if so directed by the Financial Secretary
(7) The recommendation of an inspector under subsection (5) or (6)—
(a) in relation to a person referred to in paragraph (a) of subsection (2)—
(i) must not be disclosed to the court until after the person has been convicted and
(ii) does not bind the court and
(b) in relation to a person referred to in paragraph (b) or (c) of subsection (2) does not bind the Financial Secretary
(8) For the purposes of this section the expenses of an investigation include—
(a) reasonable expenses incidental to the investigation and
(b) such reasonable sums for general staff costs and overhead expenses of the Government and for the cost of insurance for the inspector as are determined by the Financial Secretary
(9) An amount that is repayable to the Government under subsection (2) is recoverable as a civil debt due to the Government
第3分部 —— 财政司司长查讯公司事务
Division 3—Enquiry into Company’s Affairs by Financial Secretary
867 释义
分部中 ——
公司 (company) ——
(a) 第868(a)条中包括注册非香港公司
(b) 第868(b)条中包括非香港公司
867 Interpretation
In this Division—
company (公司) —
(a) in section 868(a) includes a registered nonHong Kong company
(b) in section 868(b) includes a nonHong Kong company
868 财政司司长种情况公司事务进行查讯
情况财政司司长公司事务进行查讯 ——
(a) 财政司司长认行事会协助财政司司长决定否根第840(2)条委审查员
(b) 财政司司长觉充分理行事
868 Circumstances under which Financial Secretary may enquire into company’s affairs
The Financial Secretary may enquire into a company’s affairs if—
(a) the Financial Secretary considers that doing so would assist the Financial Secretary in deciding whether to appoint an inspector under section 840(2) or
(b) it appears to the Financial Secretary that there is a good reason for doing so
869 财政司司长求交出纪录文件等
(1) 根第868条某公司事务进行查讯财政司司长认某纪录文件攸关攸关该查讯财政司司长藉书面通知求述该通知指明时间该通知指明点交出该纪录文件 ——
(a) 该公司
(b) 财政司司长觉正该纪录文件
(2) 某公司某遵根第(1)款施加求交出某纪录文件财政司司长 ——
(a) 复制复印该纪录文件方式记录细节
(b) 藉书面通知求该公司高级员前高级员该该纪录文件提交资料解释
(3) 财政司司长根第(1)(2)款求认机构交出关客户事务纪录文件披露关该事务资料财政司司长 ——
(a) 合理理相信该客户够提供攸关该查讯资料
(b) 信纳该查讯目交出该纪录文件披露该资料属必需书面证明事
限
(4) 认机构遵根第(1)款施加求交出关顾客事务纪录文件财政司司长求该顾客该纪录文件提供资料解释
(5) 某公司某没遵根第(1)款施加求交出某纪录文件财政司司长藉书面通知求该公司该知信说明该纪录文件处
869 Financial Secretary may require production of records and documents etc
(1) For the purpose of enquiring into a company’s affairs under section 868 if the Financial Secretary considers that a record or document is or may be relevant to the enquiry the Financial Secretary may by notice in writing require—
(a) the company or
(b) any other person who appears to the Financial Secretary to be in possession of the record or document
to produce the record or document within the time and at the place specified in the notice
(2) If a company or a person produces a record or document in compliance with a requirement imposed under subsection (1) the Financial Secretary may—
(a) make copies or otherwise record the details of the record or document and
(b) by notice in writing require an officer or former officer of the company or the person to provide any information or explanation in respect of the record or document
(3) The Financial Secretary must not require an authorized institution to produce any record or document or disclose any information relating to the affairs of a customer of the institution under subsection (1) or (2) unless—
(a) the Financial Secretary has reasonable grounds to believe that the customer may be able to provide information relevant to the enquiry and
(b) the Financial Secretary is satisfied that the production or disclosure is necessary for the purposes of the enquiry and so certifies in writing
(4) If an authorized institution produces a record or document relating to the affairs of its customer in compliance with a requirement imposed under subsection (1) the Financial Secretary may also require that customer to provide any information or explanation in respect of the record or document
(5) If a company or a person does not produce a record or document in compliance with a requirement imposed under subsection (1) the Financial Secretary may by notice in writing require the company or person to state to the best of the company’s or person’s knowledge and belief where the record or document is
870 财政司司长转授第869条指权力
财政司司长藉书面方式第869条赋予权力转授予
870 Financial Secretary may delegate powers under section 869
The Financial Secretary may delegate in writing any or all of the powers conferred under section 869 to another person
871 没遵第869条指求等罪行
(1) 合理辩解没遵根第869条该施加求属犯罪
(2) 出诈骗意图没遵根第869条该施加求属犯罪
(3) 公司高级员雇员出诈骗意图致容许该公司没遵根第869条该公司施加求属犯罪
(4) ——
(a) 作出作充作遵根第869条该施加求 ——
(i) 交出项属虚假具误导性纪录文件
(ii) 提供项属虚假具误导性资料解释
(b) 知道该纪录文件资料解释项属虚假具误导性罔顾该纪录文件资料解释否项属虚假具误导性
属犯罪
(5) 出诈骗意图 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
充作遵根第869条该施加求属犯罪
(6) 公司高级员雇员出诈骗意图致容许该公司 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
充作遵根第869条该公司施加求属犯罪
(7) 仅遵根第869条该施加求会导致该入罪理获免遵该项求
(8) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款200000监禁年
(b) 循简易程序定罪处第5级罚款监禁6月
(9) 犯第(2)(3)(5)(6)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁7年
(b) 循简易程序定罪处第6级罚款监禁6月
(10) 犯第(4)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
871 Offences for failing to comply with requirements under section 869 etc
(1) A person commits an offence if the person without reasonable excuse fails to comply with any requirement imposed on the person under section 869
(2) A person commits an offence if the person with intent to defraud fails to comply with any requirement imposed on the person under section 869
(3) An officer or employee of a company on which a requirement is imposed under section 869 commits an offence if the officer or employee with intent to defraud causes or allows the company to fail to comply with the requirement
(4) A person commits an offence if the person—
(a) in purported compliance with a requirement imposed on the person under section 869—
(i) produces any record or document that is false or misleading in a material particular or
(ii) provides any information or explanation that is false or misleading in a material particular and
(b) knows that or is reckless as to whether or not the record or document or the information or explanation is false or misleading in a material particular
(5) A person commits an offence if the person with intent to defraud in purported compliance with a requirement imposed on the person under section 869—
(a) produces any record or document that is false or misleading in a material particular or
(b) provides any information or explanation that is false or misleading in a material particular
(6) An officer or employee of a company on which a requirement is imposed under section 869 commits an offence if the officer or employee with intent to defraud causes or allows the company to in purported compliance with the requirement—
(a) produce any record or document that is false or misleading in a material particular or
(b) provide any information or explanation that is false or misleading in a material particular
(7) A person is not excused from complying with a requirement imposed on the person under section 869 only on the ground that to do so might tend to incriminate the person
(8) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 200000 and to imprisonment for one year or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(9) A person who commits an offence under subsection (2) (3) (5) or (6) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 7 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
(10) A person who commits an offence under subsection (4) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
872 导致入罪证法律程序中
(1) 财政司司长获转授求某(求象)根第869条交出纪录文件提供资料解释须确保求象已事先获告知提示第(2)款财政司司长该获转授该项求求象提供该资料解释获接受证限制
(2) 条例规定第(3)款指明条件获符合情况财政司司长获转授关求求象提供关资料解释刑事法律程序中接纳针求象证求象该资料解释控犯中项罪行 ——
(a) 第871(4)(5)(6)条订罪行
(b) 刑事罪行条例(第200章)第V部订罪行
(c) 作假证供罪
该项罪行进行法律程序属例外
(3) 第(2)款言指明条件 ——
(a) 关资料解释会导致求象入罪
(b) 求象提供该资料解释前声称
872 Use of incriminating evidence in proceedings
(1) If the Financial Secretary or a delegate of the Financial Secretary requires a person under section 869 to provide any information or explanation in respect of any record or document produced the Financial Secretary or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the Financial Secretary’s or delegate’s requirement and of the information or explanation provided by the person
(2) Despite anything in this Ordinance if the conditions specified in subsection (3) are satisfied the Financial Secretary’s or delegate’s requirement as well as the information or explanation provided by the person are not admissible in evidence against the person in criminal proceedings other than those in which the person is charged with an offence in respect of the information or explanation—
(a) under section 871(4) (5) or (6)
(b) under Part V of the Crimes Ordinance (Cap 200) or
(c) for perjury
(3) The conditions specified for the purposes of subsection (2) are—
(a) that the information or explanation might tend to incriminate the person and
(b) that the person so claims before providing the information or explanation
第4分部 —— 处长查讯
Division 4—Enquiry by Registrar
873 处长求交出纪录文件等
(1) 指明作否已作出进行查讯目符合第(2)款指明项条件情况处长藉书面通知求某 ——
(a) 该通知指明时间该通知指明点交出该通知指明纪录文件
(b) (该纪录文件交出)该纪录文件提供资料解释
(2) 第(3)款规定外述条件 ——
(a) 处长理相信 ——
(i) 某指明作已作出
(ii) 关纪录文件资料解释攸关关查讯
(iii) 关正该纪录文件
(b) 处长书面证明情况
(3) 求交出关纪录文件属 ——
(a) 关作关法团体
(b) 该法团体名高级员
第(2)(a)(iii)款适
(4) 处长根第(1)款求认机构交出关客户事务纪录文件披露关该事务资料处长 ——
(a) 合理理相信该客户够提供攸关该查讯资料
(b) 信纳该查讯目交出该纪录文件披露该资料属必需书面证明事
限
(5) 认机构遵根第(1)款施加求交出关顾客事务纪录文件处长求该顾客该纪录文件提供资料解释
(6) 遵根第(1)款施加求交出某纪录文件处长复制复印该纪录文件方式记录细节
(7) 财政司司长藉宪报刊登公告修订第(8)款
(8) 条中 ——
指明作 (specified act)指会构成第750(6)895(1)条订罪行作
873 Registrar may require production of records and documents etc
(1) For the purpose of enquiring into whether any specified act has been done if each of the conditions specified in subsection (2) is satisfied the Registrar may by notice in writing require a person—
(a) to produce within the time and at the place specified in the notice any record or document specified in the notice and
(b) if the record or document is produced to provide any information or explanation in respect of the record or document
(2) Subject to subsection (3) the conditions are—
(a) that the Registrar has reason to believe that—
(i) a specified act has been done
(ii) the record document information or explanation is relevant to the enquiry and
(iii) the person is in possession of the record or document and
(b) that it is so certified in writing by the Registrar
(3) Subsection (2)(a)(iii) does not apply if the person who is to be required to produce the record or document is—
(a) the body corporate to which the act relates or
(b) an officer of that body corporate
(4) The Registrar must not require an authorized institution to produce any record or document or disclose any information relating to the affairs of a customer of the institution under subsection (1) unless—
(a) the Registrar has reasonable grounds to believe that the customer may be able to provide information relevant to the enquiry and
(b) the Registrar is satisfied that the production or disclosure is necessary for the purposes of the enquiry and so certifies in writing
(5) If an authorized institution produces a record or document relating to the affairs of its customer in compliance with a requirement imposed under subsection (1) the Registrar may also require that customer to provide any information or explanation in respect of the record or document
(6) If a person produces a record or document in compliance with a requirement imposed under subsection (1) the Registrar may make copies or otherwise record the details of the record or document
(7) The Financial Secretary may by notice published in the Gazette amend subsection (8)
(8) In this section—
specified act (指明作) means an act that would constitute an offence under section 750(6) or 895(1)
874 处长转授第873条指权力
处长藉书面方式第873条赋予权力转授予公职员
874 Registrar may delegate powers under section 873
The Registrar may delegate in writing any or all of the powers conferred under section 873 to any public officer
875 没遵处长根第873条施加求等罪行
(1) 合理辩解没遵根第873条该施加求属犯罪
(2) 出诈骗意图没遵根第873条该施加求属犯罪
(3) 法团体高级员雇员出诈骗意图致容许该法团体没遵根第873条该法团体施加求属犯罪
(4) ——
(a) 作出作充作遵根第873条该施加求 ——
(i) 交出项属虚假具误导性纪录文件
(ii) 提供项属虚假具误导性资料解释
(b) 知道该纪录文件资料解释项属虚假具误导性罔顾该纪录文件资料解释否项属虚假具误导性
属犯罪
(5) 出诈骗意图 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
充作遵根第873条该施加求属犯罪
(6) 法团体高级员雇员出诈骗意图致容许该法团体 ——
(a) 交出项属虚假具误导性纪录文件
(b) 提供项属虚假具误导性资料解释
充作遵根第873条该法团体施加求属犯罪
(7) 仅遵根第873条该施加求会导致该入罪理获免遵该项求
(8) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款150000监禁年
(b) 循简易程序定罪处第5级罚款监禁6月
(9) 犯第(2)(3)(5)(6)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁3年
(b) 循简易程序定罪处第6级罚款监禁6月
(10) 犯第(4)款订罪行 ——
(a) 循公诉程序定罪处罚款300000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
875 Offences for failing to comply with requirements under section 873 etc
(1) A person commits an offence if the person without reasonable excuse fails to comply with any requirement imposed on the person under section 873
(2) A person commits an offence if the person with intent to defraud fails to comply with any requirement imposed on the person under section 873
(3) An officer or employee of a body corporate on which a requirement is imposed under section 873 commits an offence if the officer or employee with intent to defraud causes or allows the body corporate to fail to comply with the requirement
(4) A person commits an offence if the person—
(a) in purported compliance with a requirement imposed on the person under section 873—
(i) produces any record or document that is false or misleading in a material particular or
(ii) provides any information or explanation that is false or misleading in a material particular and
(b) knows that or is reckless as to whether or not the record or document or the information or explanation is false or misleading in a material particular
(5) A person commits an offence if the person with intent to defraud in purported compliance with a requirement imposed on the person under section 873—
(a) produces any record or document that is false or misleading in a material particular or
(b) provides any information or explanation that is false or misleading in a material particular
(6) An officer or employee of a body corporate on which a requirement is imposed under section 873 commits an offence if the officer or employee with intent to defraud causes or allows the body corporate to in purported compliance with the requirement—
(a) produce any record or document that is false or misleading in a material particular or
(b) provide any information or explanation that is false or misleading in a material particular
(7) A person is not excused from complying with a requirement imposed on the person under section 873 only on the ground that to do so might tend to incriminate the person
(8) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 150000 and to imprisonment for one year or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months
(9) A person who commits an offence under subsection (2) (3) (5) or (6) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 3 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
(10) A person who commits an offence under subsection (4) is liable—
(a) on conviction on indictment to a fine of 300000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
876 导致入罪证法律程序中
(1) 处长获转授求某(求象)根第873条交出纪录文件提供资料解释须确保求象已事先获告知提示第(2)款处长该获转授该项求求象提供该资料解释获接受证限制
(2) 条例规定第(3)款指明条件获符合情况处长获转授关求求象提供关资料解释刑事法律程序中接纳针求象证求象该资料解释控犯中项罪行 ——
(a) 第875(4)(5)(6)条订罪行
(b) 刑事罪行条例(第200章)第V部订罪行
(c) 作假证供罪
该项罪行进行法律程序属例外
(3) 第(2)款言指明条件 ——
(a) 关资料解释会导致求象入罪
(b) 求象提供该资料解释前声称
876 Use of incriminating evidence in proceedings
(1) If the Registrar or a delegate of the Registrar requires a person under section 873 to provide any information or explanation in respect of any record or document produced the Registrar or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the Registrar’s or delegate’s requirement and of the information or explanation provided by the person
(2) Despite anything in this Ordinance if the conditions specified in subsection (3) are satisfied the Registrar’s or delegate’s requirement as well as the information or explanation provided by the person are not admissible in evidence against the person in criminal proceedings other than those in which the person is charged with an offence in respect of the information or explanation—
(a) under section 875(4) (5) or (6)
(b) under Part V of the Crimes Ordinance (Cap 200) or
(c) for perjury
(3) The conditions specified for the purposes of subsection (2) are—
(a) that the information or explanation might tend to incriminate the person and
(b) that the person so claims before providing the information or explanation
第5分部 —— 第234分部补充条文
Division 5—Supplementary Provisions to Divisions 2 3 and 4
第1次分部 —— 适第23分部补充条文
Subdivision 1—Supplementary Provisions Applicable to Divisions 2 and 3
877 裁判官手令
(1) 裁判官根宣誓作告发信纳合理理怀疑该项告发指明处相纪录文件根第23分部求交出该裁判官该处发出手令
(2) 第(1)款施行关告发 ——
(a) 须列明 ——
(i) 相关处纪录文件性质
(ii) 求交出该纪录文件第23分部条文
(b) 须 ——
(i) (根第2分部进行调查言)审查员作出
(ii) (根第3分部进行查讯言)财政司司长获转授作出
(3) 根第(1)款发出手令授权该手令指明协助执行该手令需 ——
(a) 发出该手令日期起计7日时进入该处必时强行进入该处
(b) 搜寻检取移走该手令指明合理理相信根第23分部(视属情况定)求交出纪录文件
(4) 获授权合理理相信名身处关处受雇受聘正该处营业务关连情况提供服务求该交出 ——
(a) 该
(b) 该获授权合理理相信根第23分部(视属情况定)求交出
纪录文件供查验
(5) 获授权根第(4)款求交出纪录文件 ——
(a) 禁止该处发现 ——
(i) 该纪录文件移离该处
(ii) 删该纪录文件容容加入该纪录文件方式更改载该纪录文件事情
(iii) 方式干扰该纪录文件致准许干扰该纪录文件
(b) 采取该获授权觉必需步骤 ——
(i) 保存该纪录文件
(ii) 防止该纪录文件受干扰
(6) 获授权移走纪录文件 ——
(a) 超移走日起计6月期间予保留
(b) 属属刑事法律程序根条例公司(清盘杂项条文)条例(第32章)进行法律程序需者该等程序目需较长期间予保留
(7) 获授权根条移走纪录文件 ——
(a) 该获授权须移走该纪录文件切实行范围快该纪录文件发出收
(b) 该获授权准许该纪录文件没移走便会权查阅该纪录文件 ——
(i) 合理时间查阅该纪录文件
(ii) 合理时间复制复印该纪录文件方式记录细节
(8) 刑事诉讼程序条例(第221章)第102条适已条审查员财政司司长获转授财产该条适已警方财产样
(9) ——
(a) 合理辩解没遵第(4)(5)款指求禁止
(b) 妨碍获授权行第(3)(4)(5)款授予权力
属犯罪
(10) 犯第(9)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
(11) 条中 ——
获授权 (authorized person)指获根第(1)款发出手令授权采取第(3)款(a)(b)段列明行动
877 Magistrate’s warrants
(1) If a magistrate is satisfied on information on oath that there are reasonable grounds to suspect that there is or is likely to be on premises specified in the information any record or document that may be required to be produced under Division 2 or 3 the magistrate may issue a warrant in respect of the premises (Amended 17 of 2018 s 141)
(2) For the purposes of subsection (1) the information—
(a) must set out—
(i) the nature of the record or document that is or is likely to be on the premises and
(ii) the provision of Division 2 or 3 under which the record or document may be required to be produced and
(b) must be laid by—
(i) in relation to an investigation under Division 2 an inspector or
(ii) in relation to an enquiry under Division 3 the Financial Secretary or a delegate of the Financial Secretary
(3) A warrant issued under subsection (1) authorizes a person specified in it and such other persons as may be necessary to assist in its execution to—
(a) enter the premises if necessary by force at any time within the period of 7 days beginning with the date of the warrant and
(b) search for seize and remove any record or document that the person so specified has reasonable grounds to believe may be required to be produced under Division 2 or 3 (as the case may be)
(4) If an authorized person has reasonable grounds to believe that another person on the premises is employed or engaged to provide a service in connection with a business that is or has been conducted on the premises the authorized person may require that other person to produce for examination any record or document that—
(a) is in the possession of that other person and
(b) the authorized person has reasonable grounds to believe may be required to be produced under Division 2 or 3 (as the case may be)
(5) An authorized person may in relation to any record or document required to be produced under subsection (4)—
(a) prohibit any person found on the premises from—
(i) removing the record or document from the premises
(ii) erasing anything from adding anything to or otherwise altering anything in the record or document or
(iii) otherwise interfering in any manner with or causing or permitting any other person to interfere with the record or document and
(b) take any other steps that appear to the authorized person to be necessary for—
(i) preserving the record or document or
(ii) preventing interference with the record or document
(6) Any record or document removed by an authorized person may be retained for—
(a) a period not exceeding 6 months beginning with the day of its removal or
(b) if the record or document is or may be required for the purposes of any criminal proceedings or any proceedings under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) such longer period as may be necessary for the purposes of those proceedings
(7) If an authorized person removes any record or document under this section the person—
(a) must as soon as practicable after the removal give a receipt for the record or document and
(b) may permit any other person who but for the removal would be entitled to inspect the record or document at all reasonable times—
(i) to inspect it and
(ii) to make copies or otherwise record details of it
(8) Section 102 of the Criminal Procedure Ordinance (Cap 221) applies to any property that has by virtue of this section come into the possession of an inspector the Financial Secretary or a delegate of the Financial Secretary as it applies to property that has come into the possession of the police
(9) A person commits an offence if the person—
(a) without reasonable excuse fails to comply with a requirement or prohibition under subsection (4) or (5) or
(b) obstructs an authorized person in the exercise of a power conferred by subsection (3) (4) or (5)
(10) A person who commits an offence under subsection (9) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
(11) In this section—
authorized person (获授权) means a person authorized by a warrant issued under subsection (1) to carry out the acts set out in paragraphs (a) and (b) of subsection (3)
878 高级员须调查等提起检控中提供协助
(1) ——
(a) 已根第2分部某法团体事务进行调查已根第3分部某法团体事务进行查讯
(b) 该调查查讯提起检控某项罪行
该法团体名高级员前高级员雇员前雇员代理前代理均责律政司司长予理够予切该检控关协助
(2) 某检控法律程序中告第(1)款求该予该检控关协助
878 Officers must give assistance in prosecution instituted as a result of investigation etc
(1) If—
(a) an investigation under Division 2 or an enquiry under Division 3 has been carried out and
(b) a prosecution for an offence is instituted as a result of the investigation or enquiry
every officer or former officer employee or former employee or agent or former agent of any body corporate the affairs of which have been investigated or enquired into in that investigation or enquiry must give the Secretary for Justice all assistance in connection with the prosecution that the officer employee or agent is reasonably able to give
(2) Subsection (1) does not require a person to give any assistance in connection with the prosecution if the person is a defendant in the proceedings
879 关指明材料法律程序
(1) 财政司司长指明材料觉公众利益某根公司(清盘杂项条文)条例(第32章)清盘法团体应予清盘财政司司长提出请求清盘呈请
(2) 财政司司长根第(1)款提出呈请原讼法庭认关法团体清盘属公正公法庭作出清盘命令
(3) 财政司司长指明材料觉 ——
(a) 某公司某非香港公司事务正公损害众成员某名成员某成员利益方式处理
(b) 某公司某非香港公司某项实际作出没作出作(包括代表作出没代表作出作)该公司某项拟作出拟作出作(包括代表作出没代表作出作)造成会造成述损害
财政司司长原讼法庭提出求根第725(1)(b)(2)条作出命令呈请否已呈请根第(1)款提出
(4) 财政司司长指明材料觉某公司非香港公司言某 ——
(a) 事正事正拟事第728(1)(a)条指明行
(b) 第728条生效日期#前事正事正拟事第728(2)(a)条指明行该事拟事述行事继续
财政司司长根第729(2)条原讼法庭申请关补救
(5) 财政司司长指明材料觉某公司非香港公司言某 ——
(a) 拒绝没作出正拒绝没作出正拟拒绝作出第728(1)(b)条指明作事情
(b) 第728条生效日期#前拒绝没作出正拒绝没作出正拟拒绝作出前身条例条例均规定该作出作事情该拒绝没作出正拒绝没作出正拟拒绝作出述作事情事继续
财政司司长根第729(2)条原讼法庭申请关补救
(6) 财政司司长指明材料觉根公司(清盘杂项条文)条例(第32章)第168J(1)条针作出取消资格令属符合公众利益财政司司长原讼法庭申请针该作出该命令 ——
(a) 属第2(1)条界定公司董事幕董事属该公司董事幕董事
(b) 属符合说明公司董事幕董事属该公司董事幕董事：公司( 清盘杂项条文) 条例(第32章) 第326(1) 条界定非注册公司(限责合伙非限责合伙社团外)该公司处成立该公司 ——
(i) 正香港营业务
(ii) 根公司(清盘杂项条文)条例(第32章)进行清盘
(c) 属注册非香港公司董事幕董事属该公司董事幕董事
(7) 条中 ——
指明材料 (specified materials)指 ——
(a) 第2分部指调查中某审查员获转授作出报告某审查员获转授取纪录文件资料
(b) 第3分部指查讯中财政司司长获转授取纪录文件资料
_____________________
编辑附注：
# 生效日期：2014年3月3日
879 Proceedings on specified materials
(1) If it appears to the Financial Secretary from any specified materials that it is expedient in the public interest that a body corporate which may be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) should be wound up the Financial Secretary may present a petition for it to be wound up
(2) On a petition by the Financial Secretary under subsection (1) the Court may make a winding up order if the Court thinks it just and equitable for the body corporate to be wound up
(3) If it appears to the Financial Secretary from any specified materials that—
(a) a company’s or nonHong Kong company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of the members generally or of one or more members or
(b) an actual or proposed act or omission of a company or nonHong Kong company (including one done or made on its behalf) is or would be so prejudicial
the Financial Secretary may whether or not a petition has been presented under subsection (1) present to the Court a petition for an order to be made under section 725(1)(b) or (2)
(4) If it appears to the Financial Secretary from any specified materials that in relation to a company or nonHong Kong company a person—
(a) has engaged is engaging or is proposing to engage in any conduct specified in section 728(1)(a) or
(b) before the commencement date# of section 728 had engaged was engaging or was proposing to engage in any conduct specified in section 728(2)(a) and the engagement or proposal still subsists
the Financial Secretary may apply to the Court for the remedies under section 729(2)
(5) If it appears to the Financial Secretary from any specified materials that in relation to a company or nonHong Kong company a person—
(a) has refused or failed is refusing or failing or is proposing to refuse or fail to do an act or thing specified in section 728(1)(b) or
(b) before the commencement date# of section 728 had refused or failed was refusing or failing or was proposing to refuse or fail to do an act or thing that the person was required by the predecessor Ordinance and is required by this Ordinance to do and the refusal failure or proposal still subsists
the Financial Secretary may apply to the Court for the remedies under section 729(2)
(6) If it appears to the Financial Secretary from any specified materials that it is expedient in the public interest that a disqualification order be made under section 168J(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) against any person who is or has been a director or shadow director of—
(a) a company as defined by section 2(1)
(b) an unregistered company as defined by section 326(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (other than a partnership whether limited or not or an association) wherever incorporated that—
(i) is carrying on business in Hong Kong or has carried on business in Hong Kong and
(ii) may be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or
(c) a registered nonHong Kong company
the Financial Secretary may apply to the Court for such an order to be made against that person
(7) In this section—
specified materials (指明材料) means—
(a) any report made on or any record document or information obtained in an investigation under Division 2 by an inspector or a delegate of an inspector or
(b) any record document or information obtained in an enquiry under Division 3 by the Financial Secretary or a delegate of the Financial Secretary
_____________________
Editorial Note
# Commencement date 3 March 2014
880 保密
(1) 非执行条例公司(清盘杂项条文)条例(第32章)指职程中施行条例该条例条文否第(3)款指明 ——
(a) 准许接触关该第2分部指调查中第3分部指查讯中(该调查查讯关连情况)获悉事务事宜
(b) 该等事宜传达予该事宜关外
(2) 第(1)款效力须受第881(1)(2)条规限
(3) 施行第(1)款指明 ——
(a) 公职员
(b) 审查员获转授财政司司长获转授该审查员该获转授雇员代理专家顾问专业顾问
(c) 根第2分部进行调查根第3分部进行查讯雇委雇员代理专家顾问专业顾问
(d) 根第2分部进行调查中执行职根第3分部进行查讯中执行职
(e) 根第2分部进行调查中协助执行职根第3分部进行查讯中协助执行职
(f) 根第858860条 ——
(i) 获送交关该调查报告草稿部分报告
(ii) 求该报告草稿部分该报告保密
880 Preservation of secrecy
(1) Except in the performance of any function under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or for carrying into effect the provisions of this Ordinance or that Ordinance a person specified in subsection (3)—
(a) must not permit any person to have access to any matter relating to the affairs of any person that comes to the specified person’s knowledge in an investigation under Division 2 or an enquiry under Division 3 or otherwise in connection with the investigation or enquiry and
(b) must not communicate any such matter to any person other than the person to whom the matter relates
(2) Subsection (1) has effect subject to section 881(1) and (2)
(3) The persons specified for the purposes of subsection (1) are—
(a) a public officer
(b) an inspector or a delegate of an inspector or of the Financial Secretary or an employee agent consultant or adviser of the inspector or delegate
(c) an employee agent consultant or adviser who is employed or appointed for the purposes of an investigation under Division 2 or an enquiry under Division 3
(d) a person who performs or has performed any function in an investigation under Division 2 or an enquiry under Division 3
(e) a person who has assisted any other person in the performance of any function in an investigation under Division 2 or an enquiry under Division 3 and
(f) a person who under section 858 or 860—
(i) has been sent a draft report or a part of the draft report or a report on an investigation and
(ii) has been required to keep the draft report or that part of the draft report or the report confidential
881 获准许披露限制
(1) 第880(3)条指明 ——
(a) 披露公众已资料
(b) 香港进行刑事法律程序目执法机关提出该等程序出发点进行调查目披露资料
(c) 根条例公司(清盘杂项条文)条例(第32章)引起事宜关连情况征询专业身分行事拟专业身分行事律师律师专业顾问意见披露资料专业身分行事拟专业身分行事律师律师专业顾问根条例公司(清盘杂项条文)条例(第32章)引起事宜关连情况予意见披露资料
(d) 该指明属中方司法程序关连情况披露资料
(e) 法院审裁处命令法律根法律作出求披露资料
(2) 财政司司长 ——
(a) 抵触第(3)款情况士机构披露资料 ——
(i) 行政长官
(ii) 律政司司长
(iii) 财事务库务局局长
(iv) 香港警务处处长
(v) 廉政专员
(vi) 税务局局长
(vii) 公司注册处处长
(viii) 非根公司(清盘杂项条文)条例(第32章)获委该条例出清盘时清盘身分行事破产理署署长
(ix) 金融理专员
(x) 证监会
(xi) 财务汇报局
(xii) 市场失行审裁处
(xiii) 保险业监局 (2015年第12号第168条修订)
(xiv) 强积金理局
(xv) 审查员
(xvi) 获财政司司长转授权力
(xvii) 根证券期货条例(第571章)第19(2)条获认交易公司公司
(xviii) 资料私隐专员
(xix) 申诉专员
(xx) 财政司司长根第(7)款授权公职员
(b) 抵触第(3)款情况士披露关事务正根第840841条调查根第869条查讯公司资料 ——
(i) 根公司(清盘杂项条文)条例(第32章)获委该条例出该公司清盘时清盘身分行事破产理署署长
(ii) 符合说明 ——
(A) 根公司(清盘杂项条文)条例(第32章)获委该公司清盘时清盘
(B) 根香港外方法律类似身分该公司行事
(c) 士意披露资料 ——
(i) (该资料某处取接获)该
(ii) (该资料非关述)该资料关
(d) 披露采撮形式资料该撮撰写方式足该撮中确定关详情
(3) 财政司司长非认条件获符合否根第(2)(a)(b)款披露资料 ——
(a) 作出该项披露会该资料接收者够执行职会协助该接收者执行职
(b) 披露该资料违反公众利益
(4) 第(5)款规定外某资料已根第(1)(2)款(第(1)(a)(2)(d)款外)第880(1)条某披露 ——
(a) 该
(b) 该处取接获该资料
披露该资料
(5) 情况第(4)款禁止该款(a)(b)段述披露资料 ——
(a) 财政司司长意该项披露
(b) 公众已该资料
(c) 该项披露根条例公司(清盘杂项条文)条例(第32章)引起事宜关连情况征询专业身分行事拟专业身分行事律师律师专业顾问意见作出专业身分行事拟专业身分行事律师律师专业顾问根条例公司(清盘杂项条文)条例(第32章)引起事宜关连情况予意见作出
(d) 该项披露述属中方司法程序关连情况作出
(e) 该项披露法院审裁处命令作出法律根法律作出求作出
(6) 财政司司长 ——
(a) 根第(2)款披露资料
(b) 根第(5)(a)款授予意
附加财政司司长认适条件
(7) 财政司司长授权公职员根第(2)(a)(xx)款披露资料披露象
881 Permitted disclosure and restrictions
(1) A person specified in section 880(3) may—
(a) disclose information that has already been made available to the public
(b) disclose information for the purpose of any criminal proceedings in Hong Kong or any investigation conducted by a law enforcement agency with a view to bringing any such proceedings
(c) disclose information for the purpose of seeking advice from or giving advice by counsel a solicitor or other professional adviser acting or proposing to act in a professional capacity in connection with any matter arising under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(d) disclose information in connection with any judicial or other proceedings to which the specified person is a party and
(e) disclose information in accordance with an order of a court or tribunal or in accordance with a law or a requirement made under a law
(2) The Financial Secretary may—
(a) subject to subsection (3) disclose information to—
(i) the Chief Executive
(ii) the Secretary for Justice
(iii) the Secretary for Financial Services and the Treasury
(iv) the Commissioner of Police of Hong Kong
(v) the Commissioner of the Independent Commission Against Corruption
(vi) the Commissioner of Inland Revenue
(vii) the Registrar
(viii) the Official Receiver in a capacity other than that of a liquidator or provisional liquidator appointed under or holding such office by virtue of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(ix) the Monetary Authority
(x) the Securities and Futures Commission
(xi) the Financial Reporting Council
(xii) the Market Misconduct Tribunal
(xiii) the Insurance Authority
(xiv) the Mandatory Provident Fund Schemes Authority
(xv) an inspector
(xvi) a delegate of the Financial Secretary
(xvii) a company recognized as an exchange company under section 19(2) of the Securities and Futures Ordinance (Cap 571)
(xviii) the Privacy Commissioner for Personal Data
(xix) the Ombudsman or
(xx) a public officer authorized by the Financial Secretary under subsection (7)
(b) subject to subsection (3) disclose information in respect of a company whose affairs are or have been investigated under section 840 or 841 or enquired into under section 869 to—
(i) the Official Receiver in the capacity of a liquidator or provisional liquidator of the company appointed under or holding such office by virtue of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or
(ii) any other person who—
(A) is a liquidator or provisional liquidator of the company appointed under that Ordinance or
(B) acts in a similar capacity in relation to the company under any law of a place outside Hong Kong
(c) disclose information with the consent of—
(i) the person from whom the information was obtained or received and
(ii) if the information does not relate to such person the person to whom it relates and
(d) disclose information in summary form that is so framed as to prevent particulars relating to any person from being ascertained from it
(3) The Financial Secretary must not disclose information under subsection (2)(a) or (b) unless the Financial Secretary is of the opinion that—
(a) the disclosure will enable or assist the recipient of the information to perform the recipient’s functions and
(b) it is not contrary to the public interest that the information be so disclosed
(4) Subject to subsection (5) if information is disclosed under subsection (1) or (2) (other than subsection (1)(a) or (2)(d)) or section 880(1)—
(a) the person to whom the information is so disclosed and
(b) any other person who obtains or receives the information from that person
must not disclose the information to any other person
(5) Subsection (4) does not prohibit a person mentioned in paragraph (a) or (b) of that subsection from disclosing the information to any other person if—
(a) the Financial Secretary consents to the disclosure
(b) the information has already been made available to the public
(c) the disclosure is for the purpose of seeking advice from or giving advice by counsel a solicitor or other professional adviser acting or proposing to act in a professional capacity in connection with any matter arising under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(d) the disclosure is in connection with any judicial or other proceedings to which the person so referred to is a party or
(e) the disclosure is in accordance with an order of a court or tribunal or in accordance with a law or a requirement made under a law
(6) The Financial Secretary may attach such conditions as the Financial Secretary considers appropriate to—
(a) a disclosure of information made under subsection (2) or
(b) a consent granted under subsection (5)(a)
(7) The Financial Secretary may authorize any public officer as a person to whom information may be disclosed under subsection (2)(a)(xx)
882 关保密规定罪行
(1) 违反第880(1)条属犯罪
(2) ——
(a) 违反第881(4)条情况披露资料
(b) 作出该项披露时身 ——
(i) 知道应该知道该资料前第881(4)(a)(b)条描述般该披露该取接获
(ii) 合理理相信第881(5)条禁止披露该资料
属犯罪
(3) 犯第(1)(2)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
882 Offences on breach of secrecy
(1) A person who contravenes section 880(1) commits an offence
(2) A person commits an offence if—
(a) the person discloses any information in contravention of section 881(4) and
(b) at the time of the disclosure—
(i) the person knew or ought to have known that the information was previously disclosed to or obtained or received by the person as described in section 881(4)(a) or (b) and
(ii) the person had no reasonable grounds to believe that the person was not prohibited from disclosing the information by virtue of section 881(5)
(3) A person who commits an offence under subsection (1) or (2) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
第2次分部 —— 适第234分部补充条文
Subdivision 2—Supplementary Provisions Applicable to Divisions 2 3 and 4
883 释义
次分部中 ——
指明员 (specified officer) ——
(a) 根第2分部进行调查言指审查员获转授
(b) 根第3分部进行查讯言指财政司司长获转授
(c) 根第4分部进行查讯言指处长获转授
883 Interpretation
In this Subdivision—
specified officer (指明员) —
(a) in relation to an investigation under Division 2 means an inspector or a delegate of an inspector
(b) in relation to an enquiry under Division 3 means the Financial Secretary or a delegate of the Financial Secretary and
(c) in relation to an enquiry under Division 4 means the Registrar or a delegate of the Registrar
884 关某披露保障
(1) ——
(a) 某指明员作出项披露作出该项披露非遵该员根第234分部(视属情况定)作出求
(b) 该项披露符合第(2)款指明项条件
该需仅该项披露关违反保密责法律程序中负法律责
(2) 述条件 ——
(a) 关披露属类根第234分部(视属情况定)求关作出披露类
(b) 该真诚作出该项披露合理理相信该项披露根第2分部进行调查中根第34分部进行查讯中协助该指明员
(c) 披露资料超出根第2分部进行调查中根第34分部进行查讯中协助该指明员合理需资料
(d) 该项披露非成文法禁止
(3) 某银行职员律师身分某资料负保密责该该身分该资料作出披露第(1)款适该项披露
884 Protection in relation to certain disclosures
(1) If—
(a) a person makes a disclosure to a specified officer otherwise than in compliance with a requirement made by the officer under Division 2 3 or 4 (as the case may be) and
(b) the disclosure satisfies each of the conditions specified in subsection (2)
the person is not liable in any proceedings relating to a breach of duty of confidentiality by reason only of the disclosure
(2) The conditions are—
(a) that the disclosure is of a kind that the person could be required to make under Division 2 3 or 4 (as the case may be)
(b) that the person makes the disclosure in good faith and in the reasonable belief that the disclosure is capable of assisting the specified officer in the investigation under Division 2 or enquiry under Division 3 or 4
(c) that the information disclosed is not more than is reasonably necessary for the purpose of assisting the specified officer in the investigation under Division 2 or enquiry under Division 3 or 4
(d) that the disclosure is not prohibited by virtue of any enactment
(3) Subsection (1) does not apply to a disclosure made by a person in the capacity as a banker or lawyer in respect of information to which the person owes a duty of confidentiality in that capacity
885 举报保障等
(1) 关受保障士身分资料均法院席前审裁处进行法律程序中获接纳证
(2) 述程序中证没责 ——
(a) 披露非该等程序中证受保障士姓名名称址
(b) 述明会致倾致非该等程序中证受保障士姓名名称址透露事宜
(3) 属述程序中证某簿册文件字(述程序中予查阅某簿册文件字)载 ——
(a) 指出受保障士姓名名称记项描述受保障士记项
(b) 致受保障士身分透露记项
法院审裁处(视属情况定)须安排该等记项掩盖涂范围限保障该士身分免披露需范围
(4) 第(1)(2)(3)款规定述程序中法院审裁处 ——
(a) 认披露受保障士姓名名称便该等程序方间全面秉行公义
(b) 信纳受保障士作出 ——
(i) 身明知属相信属虚假具关键性陈述
(ii) 身相信属真实具关键性陈述
准许进行关该士研讯求作出关该士全面披露
(5) 根第2分部拟备发表调查中期报告终报告条具效力
(6) 条中 ——
受保障士 (protected person)指 ——
(a) 第2分部指调查第34分部指查讯指明员提供资料告发
(b) 述调查查讯协助指明员
885 Protection of informers etc
(1) Any information concerning the identity of a protected person is not admissible in evidence in any proceedings before a court or tribunal
(2) In such proceedings a witness is not obliged—
(a) to disclose the name or address of a protected person who is not a witness in those proceedings or
(b) to state any matter that would lead or would tend to lead to discovery of the name or address of a protected person who is not a witness in those proceedings
(3) If a book document or paper that is in evidence or liable to inspection in such proceedings contains an entry—
(a) in which a protected person is named or described or
(b) that might lead to discovery of a protected person
the court or tribunal (as the case may be) must cause all such entries to be concealed from view or to be obliterated so far as may be necessary to protect the identity of the protected person from discovery
(4) In such proceedings the court or tribunal may despite subsection (1) (2) or (3) permit inquiry and require full disclosure concerning a protected person if—
(a) it is of the opinion that justice cannot be fully done between the parties to the proceedings without disclosure of the name of the protected person or
(b) it is satisfied that the protected person made a material statement that the person—
(i) knew or believed to be false or
(ii) did not believe to be true
(5) This section has effect despite the preparation or publication of any interim report or final report of an investigation under Division 2
(6) In this section—
protected person (受保障士) means—
(a) an informer who has given information to a specified officer with respect to an investigation under Division 2 or an enquiry under Division 3 or 4 or
(b) a person who has assisted a specified officer with respect to such an investigation or enquiry
886 法律专业保密权
(1) 第(2)款规定外部影响部外基法律专业保密权理产生申索声称权利享权
(2) 第(1)款影响第234分部指求披露法律执业者(该执业者否香港具律师身分执业律师身分行事资格)客户姓名名称址求规定
886 Legal professional privilege
(1) Subject to subsection (2) this Part does not affect any claims rights or entitlements that would apart from this Part arise on the ground of legal professional privilege
(2) Subsection (1) does not affect any requirement under Division 2 3 or 4 to disclose the name and address of a client of a legal practitioner (whether or not the legal practitioner is qualified in Hong Kong to practise as counsel or to act as a solicitor)
887 豁免承担法律责
(1) 遵指明员根第2分部第4次分部第869873条施加求会仅遵该项求招致民事法律责
(2) 执行意执行部指职时真诚作出作作招致民事法律责
887 Immunity
(1) A person who complies with a requirement imposed by a specified officer under Subdivision 4 of Division 2 or section 869 or 873 does not incur any civil liability by reason only of that compliance
(2) A person does not incur any civil liability in respect of anything done or omitted to be done by the person in good faith in the performance or purported performance of any function under this Part
888 交出资讯系统资料等
(1) ——
(a) 某指明员根第2分部第4次分部第869873条求交出纪录文件
(b) 载该纪录文件资料事项非阅读形式记录够该形式重现
该员求交出该资料事项关部分重现制成采阅读形式版
(2) ——
(a) 某指明员根第2分部第4次分部第869873条求交出纪录文件
(b) 载该纪录文件资料事项记录资讯系统
该员求交出该资料事项纪录(该纪录关部分)复制版该版须令该资料事项够阅读形式重现形式交出
888 Production of information in information systems etc
(1) If—
(a) a specified officer requires any record or document to be produced under Subdivision 4 of Division 2 or section 869 or 873 and
(b) any information or matter contained in the record or document is recorded otherwise than in a legible form but is capable of being reproduced in a legible form
the officer may require the production of a reproduction of the recording of the information or matter or the relevant part of the recording in a legible form
(2) If—
(a) a specified officer requires any record or document to be produced under Subdivision 4 of Division 2 or section 869 or 873 and
(b) any information or matter contained in the record or document is recorded in an information system
the officer may require the production of a reproduction of the recording of the information or matter or the relevant part of the recording in a form that enables the information or matter to be reproduced in a legible form
889 声称纪录文件拥留置权
根第2分部第4次分部第869873条求交出纪录文件该声称该纪录文件留置权 ——
(a) 该留置权影响交出该纪录文件求
(b) 需交出该纪录文件交出该纪录文件支付费
(c) 交出该纪录文件影响该留置权
889 Lien claimed on records or documents
If a person claims a lien on any record or document in the person’s possession that is required to be produced under Subdivision 4 of Division 2 or section 869 or 873—
(a) the lien does not affect the requirement to produce the record or document
(b) no fee is payable for or in respect of the production and
(c) the production does not affect the lien
890 文件销毁
(1) ——
(a) 销毁揑改隐匿方式处置根第2分部第4次分部第869873条求交出纪录文件致准许作出该等作
(b) 作出述作意图施加该项求指明员隐瞒藉该纪录文件披露事实事宜
属犯罪
(2) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款1000000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
890 Destruction of documents
(1) A person commits an offence if—
(a) the person destroys falsifies conceals or otherwise disposes of or causes or permits the destruction falsification concealment or disposal of any record or document that is required to be produced under Subdivision 4 of Division 2 or section 869 or 873 and
(b) the person does so with intent to conceal from the specified officer by whom the requirement was imposed facts or matters capable of being disclosed by the record or document
(2) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 1000000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
891 查阅检取纪录文件等
(1) 某指明员根部取纪录文件权条适
(2) 关指明员施加关保安方面合理条件该等条件规限准许假纪录文件没该员便会权查阅该纪录文件 ——
(a) 合理时间查阅该纪录文件
(b) 合理时间复制复印该纪录文件方式记录细节
891 Inspection of records or documents seized etc
(1) This section applies if a specified officer has taken possession of any record or document under this Part
(2) The specified officer must subject to any reasonable conditions the officer may impose as to security or otherwise permit any person who would be entitled to inspect the record or document had the officer not taken possession of it at all reasonable times—
(a) to inspect it and
(b) to make copies or otherwise record details of it
第6分部 —— 公司委某调查公司事务
Division 6—Investigation of Company’s Affairs by Persons Appointed by Company
892 公司委某调查公司事务
(1) 公司藉特决议委某调查该公司事务
(2) 调查关公司事务获委藉书面通知求该公司高级员代理作出作 ——
(a) 该获委交出关受调查事宜该员代理保控制纪录文件
(b) 该通知指明时间点面见该获委宣誓宣誓情况回答该该员代理提出关受调查事宜问题
(c) 回答该通知指明关受调查事宜问题
(3) 施行第(2)(b)款获委监誓
892 Appointment of person by company to investigate its affairs
(1) A company may by special resolution appoint a person to investigate its affairs
(2) For the purpose of investigating the company’s affairs the appointed person may by notice in writing require any officer or agent of the company to do any or all of the following—
(a) produce to the appointed person any record or document relating to any matter under investigation that is in the officer’s or agent’s custody or power
(b) attend before the appointed person at the time and place specified in the notice and answer any question whether on oath or otherwise relating to any matter under investigation that the appointed person may raise with the officer or agent
(c) answer any question relating to any matter under investigation that is specified in the notice
(3) The appointed person may administer an oath to any person for the purposes of subsection (2)(b)
893 原讼法庭研讯高级员代理没面见获委事等
(1) 某公司高级员代理没遵根第892(2)条施加求获委原讼法庭申请没遵该项求事进行研讯
(2) 原讼法庭信纳关高级员代理合理辩解情况没遵关求惩罚该员该代理(视属情况定)惩罚方式犹该员该代理犯藐视法庭罪样
893 Court may inquire into failure of officer or agent to attend before appointed person etc
(1) If an officer or agent of a company fails to comply with a requirement imposed on the officer or agent under section 892(2) the appointed person may apply to the Court for an inquiry into the failure
(2) The Court may if it is satisfied that the officer or agent has without any reasonable excuse failed to comply with the requirement punish the officer or agent (as the case may be) in the same manner as if the officer or agent had been guilty of contempt of court
894 获委提交报告
(1) 根第892(1)条获委调查某公司事务须该调查完成该公司会指示方式该调查提交报告
(2) 法院进行法律程序中 ——
(a) 某文件述报告文获委该公司签署该文件交出接纳证需加证明
(b) 该文件根(a)段接纳证该获委该报告述明意见证
___________
894 Report by appointed person
(1) A person appointed to investigate a company’s affairs under section 892(1) must on the conclusion of the investigation report on the investigation in any manner as that company in general meeting may direct
(2) In any proceedings before a court—
(a) a document purporting to be a copy of the report and purporting to be signed by the appointed person and the company is admissible in evidence on its production without further proof and
(b) on being admitted in evidence under paragraph (a) the document is proof of any opinion of the appointed person expressed in the report
___________
第20部
Part 20
杂项条文
(格式变更——2013年第1号编辑修订纪录)
Miscellaneous
(Format changes—ER 1 of 2013)
第1分部 —— 杂项罪行
Division 1—Miscellaneous Offences
895 关虚假陈述罪行
(1) 条例条文规定须提交制备申报表报告财务报表证明书文件中须条例条文目提交制备申报表报告财务报表证明书文件中明知罔顾实情作出项项具误导性虚假具欺骗性陈述该属犯罪
附注——
请参阅第873条该条赋权处长会构成款订罪行作否已作出进行查讯目求交出纪录文件求该等纪录文件提供资料解释
(2) 犯第(1)款订罪行 ——
(a) 循公诉程序定罪处罚款300000监禁2年
(b) 循简易程序定罪处第6级罚款监禁6月
(3) 条影响 ——
(a) 刑事罪行条例(第200章)第V部实施
(b) 盗窃罪条例(第210章)第192021条实施
895 Offence for false statement
(1) A person commits an offence if in any return report financial statements certificate or other document required by or for the purposes of any provision of this Ordinance the person knowingly or recklessly makes a statement that is misleading false or deceptive in any material particular
Note—
Please also see section 873 which empowers the Registrar to require the production of records or documents and the provision of information or explanation in respect of the records or documents for the purpose of enquiring into whether any act that would constitute an offence under this subsection has been done
(2) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of 300000 and to imprisonment for 2 years or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months
(3) This section does not affect the operation of—
(a) Part V of the Crimes Ordinance (Cap 200) or
(b) section 19 20 or 21 of the Theft Ordinance (Cap 210)
896 关恰Limited限公司等罪行
(1) 情况属犯罪 ——
(a) 该非限法律责形式成立法团
(b) 述名称称号述名称称号进行贸易营业务 ——
(i) 采Limited字缩写模仿字样字名称称号
(ii) 采Limited字缩写模仿字样中文版字名称称号
(iii) 中文限公司字样部分名称称号
(2) 情况属犯罪 ——
(a) 该非已成立法团
(b) 述名称称号述名称称号进行贸易营业务 ——
(i) 采CorporationIncorporated字缩写模仿字样字名称称号
(ii) 采CorporationIncorporated字缩写模仿字样中文版字名称称号
(iii) 中文注册公司法团体字样部分名称称号
(3) 犯第(1)(2)款订罪行处第3级罚款关罪行持续罪行该罪行持续期间日处罚款300
896 Offence for improper use of Limited or 限公司 etc
(1) A person commits an offence if the person—
(a) is not incorporated with limited liability and
(b) uses trades or carries on business under a name or title of which—
(i) the word Limited or a contraction or imitation of that word is the last word
(ii) the Chinese version of the word Limited or of a contraction or imitation of that word is the last word or
(iii) the Chinese characters 限公司 form part
(2) A person commits an offence if the person—
(a) is not incorporated and
(b) uses trades or carries on business under a name or title of which—
(i) the word Corporation or Incorporated or a contraction or imitation of that word is the last word
(ii) the Chinese version of the word Corporation or Incorporated or of a contraction or imitation of that word is the last word or
(iii) the Chinese characters 注册公司 or 法团体 form part
(3) A person who commits an offence under subsection (1) or (2) is liable to a fine at level 3 and in the case of a continuing offence to a further fine of 300 for each day during which the offence continues
第2分部 —— 关调查执法措施杂项条文
Division 2—Miscellaneous Provisions relating to Investigation or Enforcement Measures
897 怀疑发生罪行时原讼法庭命令查阅交出纪录文件
(1) 原讼法庭信纳情况应律政司司长申请根第(2)(3)款作出命令 ——
(a) 合理相信担公司高级员时犯该公司事务理关连罪行
(b) 犯罪证文件中找 ——
(i) 该公司纪录文件该公司控制纪录文件
(ii) 属营银行业务关该公司事务纪录文件
(2) 原讼法庭第(1)(b)(i)款述纪录文件作出命令 ——
(a) 授权该命令指名查阅该纪录文件调查关罪行取该罪行证
(b) 规定该公司公司秘书该命令指名该公司高级员该命令指明点该命令指名交出该纪录文件
(3) 原讼法庭第(1)(b)(ii)款述纪录文件作出命令授权该命令指名查阅该纪录文件调查关罪行取该罪行证
(4) 条中 ——
文件 (document)具第838(1)条予该词涵义
纪录 (record)具第838(1)条予该词涵义
897 Court may order inspection or production of records or documents if offence suspected
(1) The Court may on application by the Secretary for Justice make an order under subsection (2) or (3) if it is satisfied that—
(a) there is reasonable cause to believe that any person has while an officer of a company committed an offence in connection with the management of the company’s affairs and
(b) evidence of the commission of the offence is to be found in—
(i) any record or document of or under the control of the company or
(ii) any record or document of a person carrying on a banking business which relate to the company’s affairs
(2) The Court may in the case of a record or document mentioned in subsection (1)(b)(i) make an order—
(a) authorizing a person named in the order to inspect the record or document for the purpose of investigating and obtaining evidence of the offence or
(b) requiring the company secretary of the company or any other officer of the company named in the order to produce the record or document to a person and at a place named in the order
(3) The Court may in the case of a record or document mentioned in subsection (1)(b)(ii) make an order authorizing a person named in the order to inspect the record or document for the purpose of investigating and obtaining evidence of the offence
(4) In this section—
document (文件) has the meaning given by section 838(1)
record (纪录) has the meaning given by section 838(1)
898 藉原讼法庭命令强制执行规定
(1) 公司公司高级员违反条例中关事宜规定条适 ——
(a) 处长送交交付提供递交交出文件
(b) 处长发出予关事宜通知
(2) 处长关公司成员债权该公司关高级员送达通知求该公司员遵守关规定
(3) 关公司高级员述通知送达14日没违反规定作出纠正原讼法庭应处长该公司成员债权申请作出命令 ——
(a) (属公司违反规定情况)指示该公司高级员该命令指明时限违反规定事作出纠正
(b) (属高级员违反规定情况)指示该员该命令指明时限违反规定事作出纠正
(4) 述命令订定述申请讼费附带费均须 ——
(a) (属公司违反规定情况)该公司违反规定事负责高级员承担
(b) (属高级员违反规定情况)该员承担
(5) 条影响关违反规定事件公司公司高级员施加刑罚条例实施
898 Enforcement of requirements by order of Court
(1) This section applies if a company or an officer of a company contravenes a requirement of this Ordinance—
(a) to send deliver supply forward or produce a document to the Registrar or
(b) to give notice to the Registrar of any matter
(2) The Registrar or a member or creditor of the company may serve a notice on the company or officer requiring the company or officer to comply with the requirement
(3) If the company or officer fails to make good the contravention within 14 days after service of the notice the Court may on application by the Registrar or by a member or creditor of the company make an order—
(a) in the case of a contravention by the company directing the company and any officer of the company to make good the contravention within the time specified in the order or
(b) in the case of a contravention by the officer directing the officer to make good the contravention within the time specified in the order
(4) An order may provide that all costs of and incidental to the application are to be borne—
(a) in the case of a contravention by the company by the company or by any officer of the company responsible for the contravention or
(b) in the case of a contravention by the officer by that officer
(5) This section does not affect the operation of any Ordinance imposing penalties on a company or any officer of a company in respect of the contravention
899 处长涉嫌违例者发出通知提出某条件符合起诉
(1) 处长理相信某犯附表7指明罪行该发出符合说明书面通知 ——
(a) 指称该犯附表指明罪行载该罪行详情
(b) 视关罪行 ——
(i) 属第(5)款述罪行抑
(ii) 属第(6)款述罪行
参该款载该通知条款
(c) 该款目指明限期款额
(d) 载处长认合适资料
(2) 述通知针关罪行法律程序展开前发出
(3) 处长藉书面通知延展第(1)(c)款指明限期项权力该限期行该限期终结行
(4) 第(1)款指通知该通知指明限期根第(3)款延展限期撤回
(5) 关罪行属没作出某作事情构成罪行 ——
(a) 关第(1)款指通知指明限期根第(3)款延展限期处长缴付该通知指明款额作出该作事情会该罪行针该提起法律程序
(b) 关第(1)款指通知指明限期根第(3)款延展限期没处长缴付该通知指明款额没作出该作事情该罪行针该提起法律程序
(6) 关罪行属没作出某作事情构成罪行 ——
(a) 关第(1)款指通知指明限期根第(3)款延展限期处长缴付该通知指明款额会该罪行针该提起法律程序
(b) 关第(1)款指通知指明限期根第(3)款延展限期没处长缴付该通知指明款额该罪行针该提起法律程序
(7) 缴付根第(1)款某发出通知指明款额视该承认该须该通知指称该犯罪行负法律责
899 Registrar may give notice to suspected offender about not instituting proceedings under certain conditions
(1) If the Registrar has reason to believe that a person has committed an offence specified in Schedule 7 the Registrar may give the person a notice in writing that—
(a) alleges that the person has committed an offence specified in the Schedule and contains the particulars of the offence
(b) contains—
(i) in the case of an offence mentioned in subsection (5) the terms of the notice by reference to that subsection or
(ii) in the case of an offence mentioned in subsection (6) the terms of the notice by reference to that subsection
(c) specifies the period and amount for the purposes of that subsection and
(d) contains any other information that the Registrar thinks fit
(2) A notice may be given only before the proceedings on the offence commence
(3) The Registrar may by a further notice in writing extend the period specified under subsection (1)(c) This power is exercisable within or after the end of that period
(4) A notice under subsection (1) may not be withdrawn within the period specified in the notice or that period as extended under subsection (3)
(5) Where the offence is an offence constituted by a failure to do an act or thing—
(a) no proceedings will be instituted against the person in respect of that offence if within the period specified in a notice under subsection (1) or that period as extended under subsection (3) the person pays to the Registrar the amount specified in the notice and does the act or thing or
(b) proceedings may be instituted against the person in respect of that offence if within the period specified in a notice under subsection (1) or that period as extended under subsection (3) the person has not paid to the Registrar the amount specified in the notice or has not done the act or thing
(6) Where the offence is not an offence constituted by a failure to do an act or thing—
(a) no proceedings will be instituted against the person in respect of that offence if within the period specified in a notice under subsection (1) or that period as extended under subsection (3) the person pays to the Registrar the amount specified in the notice or
(b) proceedings may be instituted against the person in respect of that offence if within the period specified in a notice under subsection (1) or that period as extended under subsection (3) the person has not paid to the Registrar the amount specified in the notice
(7) The payment of an amount specified in a notice given to a person under subsection (1) is not to be regarded as an admission by the person of any liability for the offence alleged in the notice to have been committed by the person
900 展开法律程序时效
(1) 裁判官条例(第227章)第26条规定关条例订罪行告发申诉 ——
(a) 犯该罪行3年
(b) 律政司司长知悉助控证日期12月
裁判官提出作出便予审讯
(2) 条言律政司司长知悉助控证日期发出证明书该日期确证
(3) 条适 ——
(a) 公诉罪行
(b) 循公诉程序循简易程序审讯罪行
(4) 条中 ——
助控证 (supporting evidence)指律政司司长认足支持法律程序提起属理证
900 Limitation on commencement of proceedings
(1) Despite section 26 of the Magistrates Ordinance (Cap 227) an information or complaint relating to an offence under this Ordinance may be tried if it is laid before or made to a magistrate—
(a) within 3 years after the commission of the offence and
(b) within 12 months after the date on which the supporting evidence came to the Secretary for Justice’s knowledge
(2) For the purposes of this section a certificate of the Secretary for Justice as to the date on which the supporting evidence came to the Secretary for Justice’s knowledge is conclusive evidence of that date
(3) This section does not apply to—
(a) an indictable offence or
(b) an offence triable either on indictment or summarily
(4) In this section—
supporting evidence (助控证) means evidence sufficient in the Secretary for Justice’s opinion to justify the proceedings
901 罚款运
(1) 法院根条例判处罚款时指示罚款全部部分作支付关法律程序讼费
(2) 根第(1)款作出指示规定外根条例罚款须拨作政府般收入
(3) 条例规定第(2)款属效
901 Application of fines
(1) When imposing a fine under this Ordinance the court may direct that the whole or any part of the fine is to be applied in or towards payment of the costs of the proceedings
(2) Subject to a direction under subsection (1) a fine under this Ordinance must be paid into the general revenue
(3) Subsection (2) has effect despite anything in any other Ordinance
第3分部 —— 关公司高级员核数师行杂项条文
Division 3—Miscellaneous Provisions relating to Misconduct by Officer or Auditor of Company
902 释义
分部中 ——
行 (misconduct)指疏忽失责违反责违反信讬行
指明士 (specified person)指 ——
(a) 公司高级员
(b) 获公司聘核数师
902 Interpretation
In this Division—
misconduct (行) means negligence default breach of duty or breach of trust
specified person (指明士) means—
(a) an officer of a company or
(b) a person employed by a company as an auditor
903 原讼法庭关行法律程序中公司高级员等予宽免
(1) 针某指明士行提起法律程序中原讼法庭 ——
(a) 觉该须须该行承担法律责
(b) 觉该诚实合理行事
(c) 顾关案件整体情况(包括该委关连情况)觉公该行应予宽宥
条适
(2) 原讼法庭认合适条款全盘局部宽免关指明士法律责
(3) 关案件审讯法官陪审团情况进行该法官 ——
(a) 陪审团手中完全局部撤回该案件
(b) 指示该法官认合适关讼费条款条款判关指明士胜诉
903 Court may grant company officer etc relief in proceedings for misconduct
(1) This section applies if in any proceedings for any misconduct against a specified person it appears to the Court that the person—
(a) is or may be liable for the misconduct
(b) has acted honestly and reasonably and
(c) ought fairly to be excused for the misconduct having regard to all the circumstances of the case (including those connected with the person’s appointment)
(2) The Court may relieve the specified person either wholly or partly from the liability on any terms that the Court thinks fit
(3) If the case is tried by a judge with a jury the judge may—
(a) withdraw the case in whole or in part from the jury and
(b) direct judgment to be entered for the specified person on the terms as to costs or otherwise that the judge thinks fit
904 原讼法庭应公司高级员等申请行该员予宽免
(1) 指明士理忧虑会某行针该提出申索原讼法庭申请宽免
(2) 原讼法庭应申请认合适条款全盘局部宽免关指明士法律责前提法庭 ——
(a) 觉该须须该行承担法律责
(b) 觉该诚实合理行事
(c) 顾关案件整体情况(包括该委关连情况)觉公该行应予宽宥
904 Court may grant company officer etc relief for misconduct on officer’s application
(1) A specified person may apply to the Court for relief if the person has reason to apprehend that a claim will or might be made against the person for any misconduct
(2) On an application the Court may relieve the specified person either wholly or partly from the liability on any terms that the Court thinks fit if it appears to the Court that the person—
(a) is or may be liable for the misconduct
(b) has acted honestly and reasonably and
(c) ought fairly to be excused for the misconduct having regard to all the circumstances of the case (including those connected with the person’s appointment)
第4分部 —— 杂项条文
Division 4—Other Miscellaneous Provisions
905 公司提出诉讼讼费等
(1) 情况条适 ——
(a) 公司诉讼法律程序中原告
(b) 关事宜司法辖权法院根信证供觉理相信告胜诉该公司会力支付告讼费
(2) 局限法院条例权力原法院 ——
(a) 求述讼费予充足保证
(b) 予该保证前搁置法律程序
(3) 条中 ——
公司 (company)指 ——
(a) 限公司
(b) 香港外方成立法团公司
905 Costs in action by company etc
(1) This section applies where—
(a) a company is a plaintiff in an action or other legal proceedings and
(b) it appears by credible testimony to the court having jurisdiction in the matter that there is reason to believe the company will be unable to pay the defendant’s costs if the defendant succeeds in the defence
(2) Without limiting the powers of the court under any other Ordinance the court may—
(a) require sufficient security to be given for those costs and
(b) stay all proceedings until the security is given
(3) In this section—
company (公司) means—
(a) a limited company or
(b) a company incorporated outside Hong Kong
906 关私检控保留条文
条例中关律政司司长提起刑事法律程序条文阻止提起进行该等法律程序
906 Saving as to private prosecution
Nothing in this Ordinance relating to the institution of criminal proceedings by the Secretary for Justice precludes any person from instituting or carrying on any such proceedings
907 关享保密权通讯保留条文
律政司司长根条例提起针某法律程序条例视规定须披露该基法律专业保密权理权拒绝披露资料
907 Saving for privileged communication
If proceedings are instituted under this Ordinance against any person by the Secretary for Justice nothing in this Ordinance is to be regarded as requiring any person to disclose any information that the person is entitled to refuse to disclose on grounds of legal professional privilege
908 采纸化方式持转股份债权证
(尚未实施)
附表8(载关采纸化方式持转股份债权证修订)具效力
908 Paperless holding and transfer of shares and debentures
(Not yet in operation)
Schedule 8 which contains amendments relating to paperless holding and transfer of shares and debentures has effect
909 订立规例权力
(1) 财政司司长根条例须订明获准订明事宜订立规例
(2) 行政长官会行政会议财政司司长根条例部获赋权关事宜订立规例第(1)款适
909 Power to make regulations
(1) The Financial Secretary may make regulations for any matter required or permitted to be prescribed under this Ordinance
(2) Subsection (1) does not apply if the Chief Executive in Council or the Financial Secretary is empowered under another Part to make regulations for the matter
910 关根条例订立规例补充条文
行政长官会行政会议财政司司长根条例订立附属法例 ——
(a) 案类案订立条文
(b) 载行政长官会行政会议财政司司长(视属情况定)认合适相应渡性保留附带补充条文
910 Supplementary provisions for regulations made under this Ordinance
Subsidiary legislation made by the Chief Executive in Council or the Financial Secretary under this Ordinance may—
(a) make different provision for different cases or classes of cases and
(b) contain any consequential transitional saving incidental or supplementary provisions that the Chief Executive in Council or the Financial Secretary (as the case may be) thinks fit
911 财政司司长处长修订附表
(1) 财政司司长藉宪报刊登公告修订附表123455A5B5C7 (2018年第3号第5条修订)
(2) 处长藉宪报刊登公告修订附表6
___________
911 Financial Secretary and Registrar may amend Schedules
(1) The Financial Secretary may by notice published in the Gazette amend Schedule 1 2 3 4 5 5A 5B 5C or 7 (Amended 3 of 2018 s 5)
(2) The Registrar may by notice published in the Gazette amend Schedule 6
___________
第21部
Part 21
相应修订渡性条文保留条文
(格式变更——2013年第1号编辑修订纪录)
Consequential Amendments and Transitional and Saving Provisions
(Format changes—ER 1 of 2013)
第1分部 —— 相应相关修订
Division 1—Consequential and Related Amendments
912 成文法修订
(1) 附表910指明成文法现予修订修订方式列该等附表
(2) 财政司司长藉宪报刊登公告 ——
(a) 修订附表910成文法作出条例条文开始实施属必相应相关修订
(b) (附表910条文属条例条文开始实施属必者)废该条文
912 Amendments to enactments
(1) The enactments specified in Schedules 9 and 10 are amended as set out in those Schedules
(2) The Financial Secretary may by notice published in the Gazette—
(a) amend Schedule 9 or 10 to make such consequential or related amendments to any enactment as are necessary on account of the coming into operation of any provision of this Ordinance or
(b) repeal any provision in Schedule 9 or 10 that is no longer necessary on account of the coming into operation of any provision of this Ordinance
第2分部 —— 渡性条文保留条文
Division 2—Transitional and Saving Provisions
913 渡性条文保留条文
(1) 附表11列明渡性条文保留条文具效力
(2) 财政司司长藉宪报刊登公告修订附表11
913 Transitional and saving provisions
(1) The transitional and saving provisions as set out in Schedule 11 have effect
(2) The Financial Secretary may by notice published in the Gazette amend Schedule 11
914 保留条文延伸效力
(1) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力条适
(2) 第(1)款述前身条例条文效力作出保留延伸符合说明前身条例条文 ——
(a) 界定首述条文词句条文
(b) 首述条文解释该条文作出
(3) 第(1)款述前身条例中订立罪行条文效力作出保留延伸前身条例附表12中关该条文记项
(4) 前身条例某条文第(1)款述般具持续效力紧接该条文第912条废前前身条例附表8指明费须该条文规定授权事宜根该条文规定授权事宜处长支付紧接废前效前身条例第304(1)(2)条该附表须该事宜继续适
(5) 第(7)(9)款规限第(1)款述前身条例中提述订明指明格式表格提述订明方式条文效力作出保留关格式表格订明指明关方式订明根某项权力作出该项保留延伸该格式表格方式延伸该项权力
(6) 关前身条例条文提述指明格式表格处长 ——
(a) 关目指明格式表格
(b) 施行第(7)(b)款该格式表格定出日期
(7) 处长根第(6)款行权力 ——
(a) 根第(6)(b)款定出日期前关前身条例条文效力须解释提述根第(6)(a)款指明格式表格
(b) 该日期日关前身条例条文效力须解释提述该格式表格
(8) 关前身条例条文规定某须该条例某目处长述明提供某事宜详情资料没规定该事宜详情资料须指明格式表格述明提供处长 ——
(a) 该目指明格式表格
(b) 施行第(9)款该格式表格定出日期
(9) 处长根第(8)款行权力关前身条例条文效力须解释规定根第(8)(b)款定出日期日关事宜详情资料须第(8)(a)款指明格式表格述明提供
914 Extended effect of saving provision
(1) This section applies if a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal
(2) The saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance extends to any other provision of the predecessor Ordinance—
(a) that defines an expression used in the provision or
(b) in accordance with which the provision is to be construed
(3) The saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance that creates an offence extends to the entry relating to that provision in the Twelfth Schedule to the predecessor Ordinance
(4) Section 304(1) and (2) of and the Eighth Schedule to the predecessor Ordinance as in force immediately before their repeal continue to apply in respect of a matter that is required or authorized by or under a provision of the predecessor Ordinance having a continuing effect as mentioned in subsection (1) if immediately before that provision was repealed by section 912 a fee specified in that Schedule was payable to the Registrar in respect of that matter
(5) Subject to subsections (7) and (9) the saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance that refers to a prescribed or specified form or refers to a prescribed manner extends to the form or manner and to the power under which it is prescribed or specified
(6) If the provision of the predecessor Ordinance refers to a specified form the Registrar may—
(a) specify another form for the purpose and
(b) determine a date in relation to that other form for the purposes of subsection (7)(b)
(7) If the Registrar exercises the powers under subsection (6) the effect of the provision of the predecessor Ordinance is to be construed as—
(a) also referring to the form specified under subsection (6)(a) before the date determined under subsection (6)(b) and
(b) only referring to that form on or after that date
(8) If the provision of the predecessor Ordinance requires a person in relation to a particular purpose of that Ordinance to state or furnish any matter particulars or information to the Registrar but does not require the matter particulars or information to be stated or furnished in a specified form the Registrar may—
(a) specify a form for the purpose and
(b) determine a date in relation to the form for the purposes of subsection (9)
(9) If the Registrar exercises the powers under subsection (8) the effect of the provision of the predecessor Ordinance is to be construed as requiring the matter particulars or information to be stated or furnished in the form specified under subsection (8)(a) on or after the date determined under subsection (8)(b)
915 关虚假陈述罪行
(1) 情况条适 ——
(a) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力
(b) 该条文废该条文规定须提交制备申报表报告证明书资产负债表文件须该条文施行提交制备申报表报告证明书资产负债表文件
(2) 述申报表报告证明书资产负债表文件意作出项项属虚假陈述明知该项陈述虚假该属犯罪
(3) 犯第(2)款订罪行处第6级罚款监禁6月
(4) 条影响 ——
(a) 刑事罪行条例(第200章)第V部实施
(b) 盗窃罪条例(第210章)第192021条实施
915 Offence for false statement
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal and
(b) after the repeal any return report certificate balance sheet or other document is required by or for the purposes of the provision
(2) A person commits an offence if in the return report certificate balance sheet or document the person wilfully makes a statement false in any material particular knowing it to be false
(3) A person who commits an offence under subsection (2) is liable to a fine at level 6 and to imprisonment for 6 months
(4) This section does not affect the operation of—
(a) Part V of the Crimes Ordinance (Cap 200) or
(b) section 19 20 or 21 of the Theft Ordinance (Cap 210)
916 展开法律程序时效
(1) 情况条适 ——
(a) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力
(b) 该条文废犯该条文订罪行
(2) 裁判官条例( 第227章)第26条规定关述罪行告发申诉 ——
(a) 该罪行发生3年
(b) 律政司司长知悉助控证日期12月
提起作出便予审讯
(3) 条言律政司司长知悉助控证日期发出证明书该日期确证
(4) 条适1973年3月1日前犯罪行
(5) 条中 ——
助控证 (supporting evidence)指律政司司长认足支持法律程序提起属理证
916 Limitation on commencement of proceedings
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal and
(b) after the repeal an offence is committed under the provision
(2) Despite section 26 of the Magistrates Ordinance (Cap 227) an information or complaint relating to the offence may be tried if it is laid or made—
(a) within 3 years after the commission of the offence and
(b) within 12 months after the date on which the supporting evidence came to the Secretary for Justice’s knowledge
(3) For the purposes of this section a certificate of the Secretary for Justice as to the date on which the supporting evidence came to the Secretary for Justice’s knowledge is conclusive evidence of that date
(4) This section does not apply to an offence committed before 1 March 1973
(5) In this section—
supporting evidence (助控证) means evidence sufficient in the Secretary for Justice’s opinion to justify the proceedings
917 罚款运
(1) 情况条适 ——
(a) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力
(b) 该条文废原讼法庭裁判官根该条文施加罚款
(2) 原讼法庭裁判官施加罚款时指示罚款全数部分 ——
(a) 作支付关法律程序讼费
(b) 讨该罚款源某告发某进行诉讼情况作酬赏该
(3) 根第(2)款作出指示规定外述罚款须拨作政府般收入
(4) 条例规定第(3)款属效
917 Application of fines
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal and
(b) after the repeal a fine is imposed under the provision
(2) When imposing the fine the Court or magistrate may direct that the whole or any part of the fine is to be applied—
(a) in or towards payment of the costs of the proceedings or
(b) in or towards rewarding the person on whose information or at whose suit the fine is recovered
(3) Subject to a direction under subsection (2) the fine must be paid into the general revenue
(4) Subsection (3) has effect despite anything in any other Ordinance
918 关私检控保留条文
(1) 情况条适 ——
(a) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力
(b) 该条文关律政司司长提起刑事法律程序
(2) 述条文阻止提起进行刑事法律程序
918 Saving as to private prosecution
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal and
(b) the provision relates to the institution of criminal proceedings by the Secretary for Justice
(2) Nothing in the provision precludes any person from instituting or carrying on any criminal proceedings
919 关特权通讯保留条文
(1) 情况条适 ——
(a) 前身条例条文第912条废该条文废根附表11释义通条例(第1章)第23条时根该附表该条具持续效力
(b) 该条文废律政司司长根该条文提起针某法律程序
(2) 述条文视规定担告律师须披露该该身分取特权通讯
919 Saving for privileged communication
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) or both after the repeal and
(b) after the repeal proceedings are instituted under the provision against any person by the Secretary for Justice
(2) Nothing in the provision is to be regarded as requiring any person who has acted as solicitor for the defendant to disclose any privileged communication made to the person in that capacity
第3分部 —— 补充条文
Division 3—Supplemental Provisions
920 部等减损第1章第23条效力
部附表91011规定外部该等附表条文增补非减损释义通条例(第1章)第23条
920 This Part etc not to derogate from section 23 of Cap 1
This Part and Schedules 9 10 and 11 are in addition to and not in derogation of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) except as otherwise provided in this Part or those Schedules
921 法律持续效
(1) 条例条例条文废该条文制定(否加修改)条适
(2) 述废制定影响关法律持续效
(3) 根述废条文作出该条文目作出事情(包括订立附属法例)犹根该条文作出犹该条文目作出般具效力事情(包括订立附属法例)根条例相应条文作出该相应条文目作出紧接该相应条文生效日期前效具效力该生效日期然效犹根该相应条文该相应条文目作出样
(4) 条例文书文件中提述(明示默示方式提述)条例条文文意许须相应废条文具效力时间情况目范围解释包括该相应条文提述
(5) 条例文书文件中提述(明示默示方式提述)废条文文意许须条例相应条文具效力时间情况目范围解释(文意解释)包括条例该相应条文提述
(6) 条效力须受条例载特定渡性条文保留条文规限
___________
921 Continuity of law
(1) This section applies if a provision of this Ordinance reenacts (with or without modification) a provision of another Ordinance repealed by this Ordinance
(2) The repeal and reenactment does not affect the continuity of the law
(3) Anything done (including subsidiary legislation made) or having effect as if done under or for the purposes of the repealed provision that could have been done under or for the purposes of the corresponding provision of this Ordinance if in force or effective immediately before the commencement date of that corresponding provision has effect after that commencement date as if done under or for the purposes of that corresponding provision
(4) A reference (express or implied) in an Ordinance instrument or document to a provision of this Ordinance is to be construed (so far as the context permits) as including as respects times circumstances and purposes in relation to which the corresponding repealed provision had effect a reference to that corresponding provision
(5) A reference (express or implied) in an Ordinance instrument or document to a repealed provision is to be construed (so far as the context permits) as respects times circumstances and purposes in relation to which the corresponding provision of this Ordinance has effect as being or (according to the context) including a reference to the corresponding provision of this Ordinance
(6) This section has effect subject to any specific transitional or saving provision contained in this Ordinance
___________
附表1
[第357911条]
(2018年第35号第85条修订)
Schedule 1
[ss 357 & 911]
(Amended 35 of 2018 s 85)
母企业附属企业
Parent Undertakings and Subsidiary Undertakings
1 释义
(1) 附表中 —— (2018年第35号第85条修订)
企业 (undertaking) 指 ——
(a) 法团体
(b) 合伙
(c) 营(否牟利)某行业业务属法团组织
股份 (shares) ——
(a) 股企业言指已配发股份
(b) 股外形式资企业言指分摊该企业资权利
(c) 没资企业言指符合说明权益 ——
(i) 赋予分享该企业利润权利导致分担该企业损失法律责
(ii) 导致产生该企业清盘时分担该企业债项开支责 (2018年第35号第85条修订)
会计准 (accounting standards)涵义第9部中该词涵义相 (2018年第35号第85条增补)
(2) 附表中提述适母企业财务报表会计准提述条款属攸关该母企业情况该财务报表会计准 (2018年第35号第85条增补)
1 Interpretation
(1) In this Schedule— (Amended 35 of 2018 s 85)
accounting standards (会计准) has the same meaning as in Part 9 (Added 35 of 2018 s 85)
shares (股份)—
(a) in relation to an undertaking having a share capital means the allotted shares
(b) in relation to an undertaking having capital in a form other than share capital means the right to share in the capital of the undertaking or
(c) in relation to an undertaking not having any capital means—
(i) the interest giving a right to share in the profits or giving rise to a liability to contribute to the losses of the undertaking or
(ii) the interest giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of its being wound up
undertaking (企业) means—
(a) a body corporate
(b) a partnership or
(c) an unincorporated association carrying on a trade or business whether for profit or not
(2) In this Schedule a reference to accounting standards applicable to any financial statements of a parent undertaking is a reference to accounting standards as are in accordance with their terms relevant to the parent undertaking’s circumstances and to the financial statements (Added 35 of 2018 s 85)
2 母企业
(1) 附表第9部言企业情况属企业母企业 ——
(a) 控制该企业
(b) 适财务报表会计准言属该企业母企业(parent)
(2) 第(1)(a)款言企业权治企业财务营运政策该企业活动中取利益属控制该企业
(3) 第(1)(a)款言企业情况非相反证明成立须推定控制企业 ——
(a) 持该企业半数表决权
(b) 该企业成员达成协议权行该企业半数表决权
(c) 具权利委罢免该企业董事局半数董事等治团体半数成员
(d) 权该企业董事局等治团体会议投半数票
(4) 第(3)款局限第(2)款
(5) 第(3)款言提述企业表决权 ——
(a) 股企业言提述成员股份赋予该等成员该企业成员会事宜致事宜表决权利
(b) 没股企业言 ——
(i) 该企业须举行成员会该会藉行表决权决定事宜——提述赋予该等成员该会事宜致事宜表决权利
(ii) 该企业须举行述成员会——提述根该企业章程该企业整体政策作出指示修改该章程条款权利
(6) 第(3)(c)款言提述委罢免董事局半数董事等治团体半数成员权利 ——
(a) 提述委罢免权利：董事局会议事宜致事宜持半数表决权董事
(b) 提述委罢免权利：该团体会议事宜致事宜持半数表决权该团体成员
(7) 第(6)款言 ——
(a) 决定某企业否委罢免董事关等治团体成员权利时意方行权利须予理会没该权利属例外
(b) ——
(i) 某获委某企业董事等治团体成员必然会获委关企业董事等治团体成员
(ii) 董事席位等治团体成员席位某企业身担
该企业委董事等治团体成员权利
(2018年第35号第85条代)
2 Parent undertaking
(1) For the purposes of this Schedule and Part 9 an undertaking is a parent undertaking of another undertaking if—
(a) it has control over that other undertaking or
(b) it is a parent of that other undertaking for the purposes of the accounting standards applicable to its financial statements
(2) For the purposes of subsection (1)(a) an undertaking has control over another undertaking if it has the power to govern the financial and operating policies of that other undertaking so as to obtain benefits from that other undertaking’s activities
(3) For the purposes of subsection (1)(a) an undertaking is presumed unless the contrary is proved to have control over another undertaking if—
(a) it holds a majority of the voting rights in that other undertaking
(b) it has the power to exercise a majority of the voting rights in that other undertaking by reason of an agreement with other members of that other undertaking
(c) it has the right to appoint or remove a majority of the board of directors or an equivalent governing body of that other undertaking or
(d) it has the power to cast a majority of votes at meetings of the board of directors or an equivalent governing body of that other undertaking
(4) Subsection (3) does not limit subsection (2)
(5) For the purposes of subsection (3) a reference to the voting rights in an undertaking is—
(a) in the case of an undertaking having a share capital a reference to the rights given to the members in respect of their shares to vote at general meetings of the undertaking on all or substantially all matters or
(b) in the case of an undertaking not having a share capital—
(i) if the undertaking is required to hold general meetings at which matters are decided by the exercise of voting rights—a reference to the rights given to the members to vote at the general meetings on all or substantially all matters or
(ii) if the undertaking is not required to hold such general meetings—a reference to the rights under the undertaking’s constitution to direct the undertaking’s overall policy or to alter the terms of that constitution
(6) For the purposes of subsection (3)(c) a reference to the right to appoint or remove a majority of a board of directors or an equivalent governing body is—
(a) a reference to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all or substantially all matters or
(b) a reference to the right to appoint or remove members of the body holding a majority of the voting rights at meetings of the body on all or substantially all matters
(7) For the purposes of subsection (6)—
(a) in determining whether an undertaking has the right to appoint or remove a director or a member of the equivalent governing body a right that is exercisable only with another person’s consent is to be disregarded unless no other person has the right and
(b) an undertaking has the right to appoint a director or a member of the equivalent governing body if—
(i) a person’s appointment as a director or a member follows necessarily from that person’s appointment as a director or a member in relation to the undertaking or
(ii) the directorship or membership is held by the undertaking itself
(Replaced 35 of 2018 s 85)
3 补充附表第2条条文
(1) 附表言某企业(前者)附属企业持权利须视前者持
(2) 附表言 ——
(a) 局限(b)段原权利某情况方行 ——
(i) 该等情况已出现该等情况持续存时须考虑该权利
(ii) 该等情况拥该权利控制范围时须考虑该权利
(b) 正常情况行暂时行权利须继续予考虑
(3) 附表言 ——
(a) 某受信身分持权利须视非该持
(b) 某代名身分持权利须视该持
(4) 附表言某(前者)持权利(者)指示意方行该权利须视前者者代名身分持
(5) 附表言附作保证持股份权利 ——
(a) 保存该保证价值该保证套现行该权利外该权利提供该保证指示行
(b) ——
(i) 该等股份持关作正常业务活动部分批出贷款
(ii) 保存该保证价值该保证套现行该权利外该权利提供该保证权益行
该权利须视提供该保证持
(6) 第(3)(5)款规定母企业持权利须视附属企业持
(7) 第(5)款言某权利某企业企业集团指示行该权利须视该企业指示行某权利某企业企业集团权益行该权利须视该企业权益行
(8) 条中某企业(前者) ——
(a) 企业(者)母企业附属企业
(b) 企业(者)母企业附属企业
前者属者企业集团
3 Provisions supplementary to section 2 of this Schedule
(1) For the purposes of this Schedule a right held by a subsidiary undertaking of another undertaking is to be regarded as being held by that other undertaking
(2) For the purposes of this Schedule—
(a) without limiting paragraph (b) a right that is exercisable only in certain circumstances is taken into account—
(i) only when the circumstances have arisen and for so long as they continue to exist or
(ii) only when the circumstances are within the control of the person having the right and
(b) a right that is normally exercisable but is temporarily incapable of being exercised continues to be taken into account
(3) For the purposes of this Schedule—
(a) a right held by a person in a fiduciary capacity is to be regarded as not being held by the person and
(b) a right held by a person as nominee for another is to be regarded as being held by that other
(4) For the purposes of this Schedule a right is to be regarded as being held by a person as nominee for another if it is exercisable only on the instructions or with the consent of that other
(5) For the purposes of this Schedule a right attached to shares held by way of security is to be regarded as being held by the person providing the security—
(a) if except where the right is exercised for the purpose of preserving the value of the security or of realizing the security it is exercisable only in accordance with that person’s instructions or
(b) if—
(i) the shares are held in connection with the granting of loans as part of normal business activities and
(ii) except where the right is exercised for the purpose of preserving the value of the security or of realizing the security it is exercisable only in that person’s interests
(6) Subsections (3) and (5) do not require a right held by a parent undertaking to be regarded as being held by any of its subsidiary undertakings
(7) For the purposes of subsection (5) a right is to be regarded as being exercisable in accordance with the instructions or in the interests of an undertaking if it is exercisable in accordance with the instructions or in the interests (as the case may be) of any group undertaking of the undertaking
(8) In this section an undertaking is a group undertaking of another undertaking if—
(a) it is a parent or subsidiary undertaking of that other undertaking or
(b) it is a subsidiary undertaking of any parent undertaking of that other undertaking
4 附属企业
(1) 附表第9部言某企业(前者)企业(者)母企业者属前者附属企业
(2) 附表第9部言某企业(前者)母企业企业(者)附属企业前者属者附属企业
(2018年第35号第85条修订)
___________
4 Subsidiary undertaking
(1) For the purposes of this Schedule and Part 9 an undertaking is a subsidiary undertaking of another undertaking if that other undertaking is a parent undertaking of it
(2) For the purposes of this Schedule and Part 9 an undertaking is also a subsidiary undertaking of another undertaking if a parent undertaking of it is a subsidiary undertaking of that other undertaking
(Amended 35 of 2018 s 85)
___________
附表2
[第687485 114911条]
Schedule 2
[ss 68 74 85 114 & 911]
法团成立表格容
Content of Incorporation Form
第1部
Part 1
公司详情陈述
Particulars and Statements of Company
1 关公司详情陈述
施行第68(1)(a)条指明详情陈述 ——
(a) 关公司建议采名称
(b) 该公司香港注册办事处建议址
(c) 项陈述述明该公司会股份限公司担保限公司抑限公司
(d) (该公司会股份限公司限公司)项陈述述明该公司会私公司抑公众公司
(e) (该公司会担保限公司)该公司建议注册成员数
1 Particulars and statements relating to company
The particulars and statements specified for the purposes of section 68(1)(a) are—
(a) the proposed name of the company
(b) the proposed address of the company’s registered office in Hong Kong
(c) a statement as to whether the company is to be a company limited by shares or by guarantee or an unlimited company
(d) if the company is to be a company limited by shares or an unlimited company a statement as to whether it is to be a private or public company and
(e) if the company is to be a company limited by guarantee the number of members with which it proposes to register
第2部
Part 2
创办成员详情
Particulars of Founder member
2 创办成员详情
施行第68(1)(b)条指明详情关创办成员姓名名称址
2 Particulars of founder member
The particulars specified for the purposes of section 68(1)(b) are the name and address of the founder member
第3部
Part 3
建议高级员详情陈述
Particulars and Statement of Proposed Officers
3 董事详情
(1) 施行第68(1)(c)(i)条指明详情 ——
(a) (关士然) ——
(i) 现时名字姓氏前名字姓氏(话)名(话)
(ii) 通常住址
#(iii) 通讯址
(iv) 身分证号码( 该没身分证)持护号码签发国家
(b) (该法团体)法名称注册办事处办事处址
#(2) 施行第(1)(a)(iii)款通讯址邮政信箱号码
_____________________
编辑附注：
# 附表2第3(1)(a)(iii)(2)条尚未实施
3 Particulars of director
(1) The particulars specified for the purposes of section 68(1)(c)(i) are—
(a) if the person is a natural person—
(i) the present forename and surname former forename or surname (if any) and aliases (if any)
(ii) the usual residential address
#(iii) the correspondence address and
(iv) the number of the identity card or if the person does not have an identity card the number and issuing country of any passport held by the person or
(b) if the person is a body corporate the corporate name and the address of its registered or principal office
#(2) For the purposes of subsection (1)(a)(iii) a correspondence address must not be a post office box number
_____________________
Editorial Note
# Section 3(1)(a)(iii) and (2) of Schedule 2 is not yet in operation
4 关董事陈述
施行第68(1)(c)(ii)条指明陈述 ——
(a) (关士关法团成立表格签署)项该作出陈述述明 ——
(i) 该已意担关公司董事
(ii) (该然)该已年满18岁
(b) (该非该法团成立表格签署) ——
(i) 项该作出陈述述明该已意担该公司董事(该然)该已年满18岁
(ii) 项该签署作出陈述述明该已意担该公司董事(该然)该已年满18岁
4 Statement relating to director
The statement specified for the purposes of section 68(1)(c)(ii) is—
(a) if the person is the signatory to the incorporation form a statement by the person—
(i) that the person has consented to be a director of the company and
(ii) if the person is a natural person that he or she has attained the age of 18 years or
(b) if the person is not the signatory to the incorporation form—
(i) a statement by the person that the person has consented to be a director of the company and if the person is a natural person that he or she has attained the age of 18 years or
(ii) a statement by the signatory that the person has consented to be a director of the company and if the person is a natural person that he or she has attained the age of 18 years
5 公司秘书详情
(1) 施行第68(1)(d)条指明详情 ——
(a) (关士然非(c)段涵盖) ——
(i) 现时名字姓氏前名字姓氏( 话)名( 话)
(ii) 通讯址
(iii) 身分证号码(该没身分证)持护号码签发国家
(b) (该法团体非(c)段涵盖)法名称注册办事处办事处址
(c) (该某商号合伙该商号合伙均该公司联名公司秘书)该商号名称该商号办事处址
(2) 施行第(1)(a)(ii)款通讯址须香港方邮政信箱号码
5 Particulars of company secretary
(1) The particulars specified for the purposes of section 68(1)(d) are—
(a) if the person is a natural person and is not a person covered by paragraph (c)—
(i) the present forename and surname former forename or surname (if any) and aliases (if any)
(ii) the correspondence address and
(iii) the number of the identity card or if the person does not have an identity card the number and issuing country of any passport held by the person
(b) if the person is a body corporate and is not a person covered by paragraph (c) the corporate name and the address of its registered or principal office or
(c) if the person is a partner of a firm all partners of which are to be the joint company secretaries of the company the firm’s name and the address of the firm’s principal office
(2) For the purposes of subsection (1)(a)(ii) a correspondence address must be a place in Hong Kong and must not be a post office box number
6 释义
(1) 部中 ——
名字 (forename)包括教名取名
住址 (residential address) ——
(a) 包括酒店址该址关称部言永久址属例外
(b) 包括邮政信箱号码
姓氏 (surname)通常姓氏称衔认识言指该称衔
签署 (signatory)法团成立表格言指施行第69条签署该表格创办成员
(2) 部中提述前名字姓氏 ——
(a) 言包括 ——
(i) 该年满18岁前已更改弃名字姓氏
(ii) 已更改弃少20年名字姓氏
(b) 通常姓氏称衔认识言包括该采继承该称衔前认识姓名
(c) 已婚女士言包括婚前认识姓名姓氏
6 Definitions
(1) In this Part—
forename (名字) includes a Christian or given name
residential address (住址)—
(a) does not include an address at a hotel unless the person to whom it relates is stated for the purposes of this Part to have no other permanent address and
(b) does not include a post office box number
signatory (签署) in relation to an incorporation form means the founder member who signs the form for the purposes of section 69
surname (姓氏) for a person usually known by a title different from the person’s surname means that title
(2) In this Part a reference to a former forename or surname does not include—
(a) in relation to a person—
(i) a forename or surname that was changed or ceased to be used before the person attained the age of 18 years and
(ii) a forename or surname that has been changed or ceased to be used for a period of at least 20 years
(b) in relation to a person usually known by a title different from his or her surname the name by which the person was known before the adoption of or succession to the title and
(c) in relation to a married woman a name or surname by which she was known before her marriage
第4部
Part 4
关章程细陈述
Statements relating to Articles
7 关章程细陈述
施行第68(1)(e)条指明陈述 ——
(a) 项陈述述明关公司章程细已获名建议该公司组成时成该公司成员第67(1)(a)条目签署
(b) 项陈述述明根第67(1)(b)(ii)条交付公司章程细文容该章程细容相该文否连显示关签名签署日期部分( 载关文件正者)
7 Statements relating to articles
The statements specified for the purposes of section 68(1)(e) are—
(a) a statement that the company’s articles have been signed for the purposes of section 67(1)(a) by every person proposing to become a member of the company on the company’s formation and
(b) a statement that the contents of the copy of the company’s articles delivered under section 67(1)(b)(ii) with or without the part showing the signature and the date of signing as they appear on the original document are the same as those of the articles
第5部
Part 5
股初股份持情况陈述
Statement of Capital and Initial Shareholdings
8 股初股份持情况陈述
(1) 施行第68(2)条指明陈述符合说明陈述 ——
(a) 述明关公司建议组成时发行股份总数
(b) 述明该公司创办成员会该公司组成时认购股总额
(c) 述明视已该公司建议组成时发行股份总数缴付款额尚未视尚未该等股份总数缴付款额
(d) 该等股会该公司组成时分类股份述明该等类类股份言述明 ——
(i) 该公司建议组成时发行该类股份总数
(ii) 该公司创办成员会该公司组成时认购该类股总额
(iii) 视已该公司建议组成时发行该类股份总数缴付款额尚未视尚未该等股份总数缴付款额
(iv) 该类股份附带表决权详情包括某情况产生权利
(v) 该类股份附带分派股息时参分派权利详情
(vi) 该类股份附带分派股时(包括清盘时进行分派)参分派权利详情
(vii) 该类股份否属赎回股份
(e) 名创办成员述明该公司建议组成时该成员发行股份数目该成员会该公司组成时认购股总额
(2) 建议关公司组成时某创办成员发行股份属22类第(1)(e)款规定资料须类股份述明
___________
8 Statement of capital and initial shareholdings
(1) The statement specified for the purposes of section 68(2) is a statement that—
(a) states the total number of shares that the company proposes to issue on the company’s formation
(b) states the total amount of share capital to be subscribed by the company’s founder members on that formation
(c) states the amount to be paid up or to be regarded as paid up and the amount to remain unpaid or to be regarded as remaining unpaid on the total number of shares that the company proposes to issue on that formation
(d) if the share capital is to be divided into different classes of shares on that formation also states the classes and for each class—
(i) the total number of shares in that class that the company proposes to issue on that formation
(ii) the total amount of share capital in that class to be subscribed by the company’s founder members on that formation
(iii) the amount to be paid up or to be regarded as paid up and the amount to remain unpaid or to be regarded as remaining unpaid on the total number of shares in that class that the company proposes to issue on that formation
(iv) the particulars of any voting rights attached to shares in that class including rights that arise only in certain circumstances
(v) the particulars of any rights attached to shares in that class as respects dividends to participate in a distribution
(vi) the particulars of any rights attached to shares in that class as respects capital to participate in a distribution (including on a winding up) and
(vii) whether or not shares in that class are redeemable shares and
(e) in respect of each founder member states the number of shares that the company proposes to issue to the member and the total amount of share capital to be subscribed by the member on that formation
(2) If the shares proposed to be issued to a founder member on the formation belong to 2 or more classes the information required under subsection (1)(e) must be stated in respect of each class
___________
附表3
[第361362363364365366366A911条]
(2018年第35号第86条修订)
Schedule 3
[ss 361 362 363 364 365 366 366A & 911]
(Amended 35 of 2018 s 86)
第361366A条指明类条件
(2018年第35号第86条修订)
Specified Qualifying Conditions for Sections 361 to 366A
(Amended 35 of 2018 s 86)
1A 释义
附表中 ——
非香港法团体 (nonHong Kong body corporate)指香港外方成立法团法团体
(2018年第35号第86条增补)
1A Interpretation
In this Schedule—
nonHong Kong body corporate (非香港法团体) means a body corporate incorporated outside Hong Kong
(Added 35 of 2018 s 86)
1 类条件
(1) 施行第361(1)(2)(3)条指明条件 ——
(a) (假公司关财政年度符合类型私公司资格)该公司关该财政年度周年财务报表反映该公司该财政年度收入总额超100000000
(b) (假公司关财政年度符合类型私公司资格)该公司关该财政年度周年财务报表反映该公司关该财政年度财务状况表日期资产总额超100000000
(c) 该财政年度公司均雇员数超100
(2) 施行第361(4)条指明条件 ——
(a) 公司关关财政年度周年财务报表反映该公司该财政年度收入总额超100000000
(b) 公司关该财政年度周年财务报表反映该公司关该财政年度财务状况表日期资产总额超100000000
(c) 该财政年度公司均雇员数超100
(3) 施行第362(1)(2)(3)条指明条件 ——
(a) (假公司关财政年度符合类合资格私公司资格)该公司关该财政年度周年财务报表反映该公司该财政年度收入总额超200000000
(b) (假公司关财政年度符合类合资格私公司资格)该公司关该财政年度周年财务报表反映该公司关该财政年度财务状况表日期资产总额超200000000
(c) 该财政年度公司均雇员数超100
(4) 施行第362(4)条指明条件 ——
(a) 公司关关财政年度周年财务报表反映该公司该财政年度收入总额超200000000
(b) 公司关该财政年度周年财务报表反映该公司关该财政年度财务状况表日期资产总额超200000000
(c) 该财政年度公司均雇员数超100
(5) 施行第363(1)(2)(3)条指明条件︰假公司关财政年度符合类型担保公司资格该公司关该财政年度周年财务报表反映该公司该财政年度收入总额超25000000
(6) 施行第363(4)条指明条件︰公司关关财政年度周年财务报表反映该公司该财政年度收入总额超25000000
(7) 施行第364(1)(2)(3)(4)(5)条指明条件 ——
(a) 集团间公司关财政年度言均符合类型私公司资格
(b) 集团非香港法团体假已根条例成立法团便会该财政年度言均符合类型私公司资格 (2018年第35号第86条代)
(8) 施行第364(1)(2)(3)条第366A(4)(a)条指明条件 —— (2018年第35号第86条修订)
(a) 集团关财政年度收入总额总数超100000000
(b) 集团关该财政年度财务状况表日期资产总额总数超100000000
(c) 该财政年度集团雇员数总数超100
(9) 施行第364(4)(5)条第366A(8)(a)条指明条件 —— (2018年第35号第86条修订)
(a) 集团关财政年度收入总额总数超100000000
(b) 集团关该财政年度财务状况表日期资产总额总数超100000000
(c) 该财政年度集团雇员数总数超100
(10) 施行第365(1)(2)(3)(4)(5)条指明条件 ——
(a) 集团间公司关财政年度言均符合类合资格私公司资格
(b) 集团非香港法团体假已根条例成立法团便会该财政年度言均符合类合资格私公司资格 (2018年第35号第86条代)
(11) 施行第365(1)(2)(3)条第366A(4)(b)条指明条件 —— (2018年第35号第86条修订)
(a) 集团关财政年度收入总额总数超200000000
(b) 集团关该财政年度财务状况表日期资产总额总数超200000000
(c) 该财政年度集团雇员数总数超100
(12) 施行第365(4)(5)条第366A(8)(b)条指明条件 —— (2018年第35号第86条修订)
(a) 集团关财政年度收入总额总数超200000000
(b) 集团关该财政年度财务状况表日期资产总额总数超200000000
(c) 该财政年度集团雇员数总数超100
(12A) 施行第366(1)(2)(3)(4)(5)条指明条件 ——
(a) 集团间公司关财政年度言均符合类型担保公司资格
(b) 集团非香港法团体假已根条例成立法团便会该财政年度言均符合类型担保公司资格 (2018年第35号第86条增补)
(13) 施行第366(1)(2)(3)条第366A(4)(c)条指明条件：集团关财政年度收入总额总数超25000000 (2018年第35号第86条代)
(14) 施行第366(4)(5)条第366A(8)(c)条指明条件：集团关财政年度收入总额总数超25000000 (2018年第35号第86条代)
(15) 第(1)(3)(5)(7)(8)(10)(11)(13)款中 ——
(a) 施行第361(2)362(2)363(2)364(2)365(2)366(2)条提述公司财政年度包括该公司前身条例言条开始实施该公司首财政年度财政年度
(b) 提述公司周年财务报表关该公司前身条例言财政年度提述关该财政年度公司帐目
1 Qualifying conditions
(1) The conditions specified for the purposes of section 361(1) (2) and (3) are—
(a) that the amount of the company’s total revenue for the financial year as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as a small private company for the financial year does not exceed 100 million
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as a small private company for the financial year does not exceed 100 million and
(c) that the average number of the company’s employees during the financial year does not exceed 100
(2) The conditions specified for the purposes of section 361(4) are—
(a) that the amount of the company’s total revenue for the financial year as reflected in the company’s annual financial statements for the financial year does not exceed 100 million
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year as reflected in the company’s annual financial statements for the financial year does not exceed 100 million and
(c) that the average number of the company’s employees during the financial year does not exceed 100
(3) The conditions specified for the purposes of section 362(1) (2) and (3) are—
(a) that the amount of the company’s total revenue for the financial year as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as an eligible private company for the financial year does not exceed 200 million
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as an eligible private company for the financial year does not exceed 200 million and
(c) that the average number of the company’s employees during the financial year does not exceed 100
(4) The conditions specified for the purposes of section 362(4) are—
(a) that the amount of the company’s total revenue for the financial year as reflected in the company’s annual financial statements for the financial year does not exceed 200 million
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year as reflected in the company’s annual financial statements for the financial year does not exceed 200 million and
(c) that the average number of the company’s employees during the financial year does not exceed 100
(5) The condition specified for the purposes of section 363(1) (2) and (3) is that the amount of the company’s total revenue for the financial year as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as a small guarantee company for the financial year does not exceed 25 million
(6) The condition specified for the purposes of section 363(4) is that the amount of the company’s total revenue for the financial year as reflected in the company’s annual financial statements for the financial year does not exceed 25 million
(7) The conditions specified for the purposes of section 364(1) (2) (3) (4) and (5) are—
(a) that each company in the group is qualified as a small private company for the financial year and
(b) that each nonHong Kong body corporate in the group would have been qualified as a small private company for the financial year had it been incorporated under this Ordinance (Replaced 35 of 2018 s 86)
(8) The conditions specified for the purposes of section 364(1) (2) and (3) and section 366A(4)(a) are— (Amended 35 of 2018 s 86)
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed 100 million
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed 100 million and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100
(9) The conditions specified for the purposes of section 364(4) and (5) and section 366A(8)(a) are— (Amended 35 of 2018 s 86)
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed 100 million
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed 100 million and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100
(10) The conditions specified for the purposes of section 365(1) (2) (3) (4) and (5) are—
(a) that each company in the group is qualified as an eligible private company for the financial year and
(b) that each nonHong Kong body corporate in the group would have been qualified as an eligible private company for the financial year had it been incorporated under this Ordinance (Replaced 35 of 2018 s 86)
(11) The conditions specified for the purposes of section 365(1) (2) and (3) and section 366A(4)(b) are— (Amended 35 of 2018 s 86)
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed 200 million
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed 200 million and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100
(12) The conditions specified for the purposes of section 365(4) and (5) and section 366A(8)(b) are— (Amended 35 of 2018 s 86)
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed 200 million
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed 200 million and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100
(12A) The conditions specified for the purposes of section 366(1) (2) (3) (4) and (5) are—
(a) that each company in the group is qualified as a small guarantee company for the financial year and
(b) that each nonHong Kong body corporate in the group would have been qualified as a small guarantee company for the financial year had it been incorporated under this Ordinance (Added 35 of 2018 s 86)
(13) The condition specified for the purposes of section 366(1) (2) and (3) and section 366A(4)(c) is that the aggregate amount of the group’s total revenue for the financial year does not exceed 25 million (Replaced 35 of 2018 s 86)
(14) The condition specified for the purposes of section 366(4) and (5) and section 366A(8)(c) is that the aggregate amount of the group’s total revenue for the financial year does not exceed 25 million (Replaced 35 of 2018 s 86)
(15) In subsections (1) (3) (5) (7) (8) (10) (11) and (13)—
(a) a reference to a financial year of a company for the purposes of section 361(2) 362(2) 363(2) 364(2) 365(2) or 366(2) includes a financial year of the company for the purposes of the predecessor Ordinance that immediately precedes the company’s first financial year after the coming into operation of this section and
(b) a reference to a company’s annual financial statements is in the case of a financial year of the company for the purposes of the predecessor Ordinance a reference to the company’s accounts for the financial year
2 补充附表第1条条文
(1) 施行附表第1(1)(a)(2)(a)(3)(a)(4)(a)(5)(6)(8)(a)(9)(a)(11)(a)(12)(a)(13)(14)条某财政年度长度足超12月须犹该财政年度12月情况例计算该财政年度收入总额
(2) 施行附表第1(8)(11)(13)条计算集团收入资产总额总数时 —— (2018年第35号第86条修订)
(a) 须该集团名成员收入资产(视属情况定)总额相加：假该集团符合类型私公司集团合资格私公司集团型担保公司集团混合集团(视属情况定)资格关成员关关财政年度周年财务报表周年综合财务报表反映该成员收入资产(视属情况定)总额
(b) 计算须建基该集团成员间进行交易作抵销调整已作出
(3) 施行附表第1(9)(12)(14)条计算集团收入资产总额总数时 —— (2018年第35号第86条修订)
(a) 须该集团名成员关关财政年度周年财务报表周年综合财务报表反映该成员收入资产(视属情况定)总额相加
(b) 计算须建基该集团成员间进行交易作抵销调整已作出
(4) 施行附表第1(8)(c)(9)(c)(11)(c)(12)(c)条计算集团某财政年度雇员数总数时须该集团名成员该财政年度均雇员数相加
(5) 施行第(4)款附表第1(1)(c)(2)(c)(3)(c)(4)(c)条集团公司成员某财政年度均雇员数运公式计算数 —— (2018年第35号第86条修订)
M
—
N
中 ——
M
代表该财政年度月份终结时集团公司成员雇员数相加总数
N
代表该财政年度月份数目
(6) 第(2)(a)(3)(a)款中提述公司周年财务报表周年综合财务报表关附表第1(15)(a)条述该公司前身条例言财政年度提述关该财政年度公司帐目集团帐目
(2018年第35号第86条修订)
___________
2 Provisions supplementary to section 1 of this Schedule
(1) For the purposes of section 1(1)(a) (2)(a) (3)(a) (4)(a) (5) (6) (8)(a) (9)(a) (11)(a) (12)(a) (13) and (14) of this Schedule the amount of total revenue for a financial year that is shorter or longer than 12 months is to be calculated on a prorata basis as if the length of the financial year were 12 months
(2) For the purposes of section 1(8) (11) and (13) of this Schedule the aggregate amount of the group’s total revenue or assets— (Amended 35 of 2018 s 86)
(a) is to be calculated by aggregating the total revenue or assets (as the case may be) of each member in the group as would be reflected in the member’s annual financial statements or annual consolidated financial statements for the financial year if the group were qualified as a group of small private companies eligible private companies or small guarantee companies or a mixed group (as the case may be) and
(b) is to be calculated on the basis that the setoffs and other adjustments for transactions between members in the group have been made
(3) For the purposes of section 1(9) (12) and (14) of this Schedule the aggregate amount of the group’s total revenue or assets— (Amended 35 of 2018 s 86)
(a) is to be calculated by aggregating the total revenue or assets (as the case may be) of each member in the group as reflected in the member’s annual financial statements or annual consolidated financial statements for the financial year and
(b) is to be calculated on the basis that the setoffs and other adjustments for transactions between members in the group have been made
(4) For the purposes of section 1(8)(c) (9)(c) (11)(c) and (12)(c) of this Schedule the aggregate number of employees of the group during a financial year is to be calculated by aggregating the average number of employees of each member in the group during the financial year
(5) For the purposes of subsection (4) and of section 1(1)(c) (2)(c) (3)(c) and (4)(c) of this Schedule the average number of the employees of a company or a member in a group during a financial year is to be calculated by using the following formula— (Amended 35 of 2018 s 86)
M
—
N
where—
M
represents the aggregate of the number of the employees of the company or the member in the group as at the end of each month during the financial year
N
represents the number of months in the financial year
(6) In subsections (2)(a) and (3)(a) a reference to a company’s annual financial statements or annual consolidated financial statements is in the case of a financial year of the company for the purposes of the predecessor Ordinance mentioned in section 1(15)(a) of this Schedule a reference to the company’s accounts or group accounts for the financial year
(Amended 35 of 2018 s 86)
___________
附表4
[第358380911条]
Schedule 4
[ss 358 380 & 911]
会计披露
Accounting Disclosures
第1部
Part 1
公司(否提交报告方面获豁免)须作出披露
Disclosures for Companies whether or not Falling
within Reporting Exemption
1 获授权贷款总额
关某财政年度财务报表须独立总目载列该财政年度第280281条权限作出尚未清偿贷款总额
1 Aggregate amount of authorized loans
The financial statements for a financial year must contain under separate headings the aggregate amount of any outstanding loans made under the authority of sections 280 and 281 during the financial year
2 周年综合财务报表附注须载财务状况表
(1) 关某财政年度周年综合财务报表须 ——
(a) 附注载关该财政年度控权公司财务状况表
(b) 加入披露控权公司储备变动附注
(2) 第380(4)条规定关某财政年度周年综合财务报表附注载控权公司财务状况表须载附注
(3) 述财务状况表格式须假关控权公司须关财政年度拟备周年综合财务报表便会采作拟备该财务状况表格式
2 Statement of financial position to be contained in notes to annual consolidated financial statements
(1) The annual consolidated financial statements for a financial year—
(a) must contain in the notes to the statements the holding company’s statement of financial position for the financial year and
(b) must include a note disclosing the movement in the holding company’s reserves
(2) Despite section 380(4) the holding company’s statement of financial position to be contained in the notes to the annual consolidated financial statements for a financial year is not required to contain any notes
(3) That statement of financial position must be in the format in which that statement would have been prepared if the holding company had not been required to prepare any annual consolidated financial statements for the financial year
3 附属企业财务报表须载关终母企业详情
(1) 公司某财政年度终结时企业附属企业条适
(2) 关关财政年度公司财务报表附注须载 ——
(a) 董事视该公司终母企业企业名称
(b) 董事知关该企业资料 ——
(i) (该企业法团体)成立法团国家
(ii) (该企业法团体)营业点址
(3) 条中 ——
母企业 (parent undertaking)涵义第9部中该词涵义相 (2018年第35号第87条增补)
3 Subsidiary’s financial statements must contain particulars of ultimate parent undertaking
(1) This section applies if at the end of a financial year a company is the subsidiary of another undertaking
(2) The company’s financial statements for the financial year must contain in the notes to the statements—
(a) the name of the undertaking regarded by the directors as being the company’s ultimate parent undertaking and
(b) the following information relating to that undertaking as known to the directors—
(i) if that undertaking is a body corporate the country in which it is incorporated
(ii) if that undertaking is not a body corporate the address of its principal place of business
(3) In this section—
parent undertaking (母企业) has the same meaning as in Part 9 (Added 35 of 2018 s 87)
4 适会计准符合
关某财政年度财务报表须述明 ——
(a) 该报表否第357(1)条界定适会计准拟备 (2018年第35号第87条修订)
(b) (非拟备)该准事关重偏离处详情原
4 Compliance with applicable accounting standards
The financial statements for a financial year must state—
(a) whether they have been prepared in accordance with the applicable accounting standards as defined by section 357(1) and (Amended 35 of 2018 s 87)
(b) if they have not been so prepared the particulars of and the reasons for any material departure from those standards
第2部
Part 2
公司(属提交报告方面获豁免者)须作出披露
Disclosures for Companies not Falling within
Reporting Exemption
1 核数师酬金
(1) 关某财政年度公司财务报表须独立总目述明核数师酬金款额
(2) 条中 ——
酬金 (remuneration)公司核数师言包括该公司该核数师开支支付款项
___________
1 Remuneration of auditor
(1) A company’s financial statements for a financial year must state under a separate heading the amount of the remuneration of the auditor
(2) In this section—
remuneration (酬金) in relation to an auditor of a company includes any sum paid by the company in respect of the auditor’s expenses
___________
附表5
[第388911条]
Schedule 5
[ss 388 & 911]
董事报告容：业务审视
1 关某财政年度董事报告须载项包含项目业务审视 ——
(a) 公司业务中肯审视
(b) 公司面风险明朗素描述
(c) 该财政年度终结发生公司影响重事件详情
(d) 公司业务相未发展揭示
2 解公司业务发展表现状况属必需范围业务审视须包含 ——
(a) 运财务关键表现指标进行分析
(b) 事宜探讨 ——
(i) 公司环境政策表现
(ii) 公司遵守该公司重影响关法律规例情况
(c) 公司雇员顾客供应商重关系说明公司符合说明士重关系说明：该士该公司重影响该公司兴盛系该士
3 某资料关短期会出现发展事宜该发展事宜正处商议程中董事认披露该资料会严重损害公司利益附表规定披露该资料
4 附表根第388(2) 条须拟备董事报告具效力犹提述关公司提述 ——
(a) 该公司
(b) 关关财政年度周年综合财务报表涵盖附属企业
5 附表中 ——
附属企业 (subsidiary undertaking)涵义第9部中该词涵义相 (2018年第35号第88条增补)
关键表现指标 (key performance indicators)指符合说明素：公司业务发展表现状况藉参该等素效衡量
___________
Contents of Directors’ Report Business Review
1 A directors’ report for a financial year must contain a business review that consists of—
(a) a fair review of the company’s business
(b) a description of the principal risks and uncertainties facing the company
(c) particulars of important events affecting the company that have occurred since the end of the financial year and
(d) an indication of likely future development in the company’s business
2 To the extent necessary for an understanding of the development performance or position of the company’s business a business review must include—
(a) an analysis using financial key performance indicators
(b) a discussion on—
(i) the company’s environmental policies and performance and
(ii) the company’s compliance with the relevant laws and regulations that have a significant impact on the company and
(c) an account of the company’s key relationships with its employees customers and suppliers and others that have a significant impact on the company and on which the company’s success depends
3 This Schedule does not require the disclosure of any information about impending developments or matters in the course of negotiation if the disclosure would in the directors’ opinion be seriously prejudicial to the company’s interests
4 This Schedule has effect in relation to a directors’ report required to be prepared under section 388(2) as if a reference to the company were a reference to—
(a) the company and
(b) the subsidiary undertakings included in the annual consolidated financial statements for the financial year
5 In this Schedule—
key performance indicators (关键表现指标) means factors by reference to which the development performance or position of the company’s business can be measured effectively (Amended 35 of 2018 s 88)
subsidiary undertaking (附属企业) has the same meaning as in Part 9 (Added 35 of 2018 s 88)
___________
附表5A
[第653E911条]
Schedule 5A
[ss 653E & 911]
适公司重控制权
Significant Control over Applicable Company
第1部
Part 1
谁适公司重控制权
Who has Significant Control over Applicable Company
1 适公司重控制权
某符合述条件该第653A条界定适公司重控制权 ——
(a) 该直接间接持 ——
(i) 该公司股——该公司25已发行股份
(ii) 该公司没股——分摊该公司25资分享该公司25利润(视情况需定)权利
(b) 该直接间接持该公司25表决权
(c) 该直接间接持委罢免该公司董事局半数董事权利
(d) 该权利实际该公司发挥行重影响力控制
(e) 该权利实际某信讬商号活动发挥行重影响力控制该信讬商号符合说明 ——
(i) 根限该信讬商号法律该信讬商号法
(ii) 该信讬受讬商号成员(作信讬受讬商号成员身分)符合(a)(b)(c)(d)段指明条件
附注 ——
(d)(e)段言决定某否权利实际某适公司某信讬商号活动发挥行重影响力控制时考虑根第24条发出指引
1 Significant control over applicable company
A person has significant control over an applicable company as defined by section 653A if one or more of the following conditions are met—
(a) the person holds directly or indirectly—
(i) if the company has a share capital—more than 25 of the issued shares in the company and
(ii) if the company does not have a share capital—a right or rights to share in more than 25 of the capital or as the case requires profits of the company
(b) the person holds directly or indirectly more than 25 of the voting rights in the company
(c) the person holds directly or indirectly the right to appoint or remove a majority of the board of directors of the company
(d) the person has the right to exercise or actually exercises significant influence or control over the company
(e) the person has the right to exercise or actually exercises significant influence or control over the activities of a trust or firm—
(i) that under the law governing the trust or firm is not a legal person and
(ii) whose trustees or members meet one or more of the conditions (in their capacity as such) specified in paragraphs (a) (b) (c) and (d)
Note—
In relation to paragraphs (d) and (e) when determining whether a person has the right to exercise or actually exercises significant influence or control over an applicable company or the activities of a trust or firm regard may be had to any guidelines issued under section 24
第2部
Part 2
释义条文
Interpretative Provisions
第1分部 —— 导言
Division 1—Preliminary
2 部目
部列出附表释义条文
2 Purpose of this Part
This Part sets out the provisions for the interpretation of this Schedule
3 释义
(1) 部中 ——
法律实体 (legal entity)具第653A条予涵义
(2) 部言安排词 ——
(a) 包括 ——
(i) 计划协议理解法律否强制执行
(ii) 种类公约俗惯常做法
(b) 仅指符合条件安排：该项安排具干稳定程度(性质条款已存时间方面言)
3 Interpretation
(1) In this Part—
legal entity (法律实体) has the meaning given by section 653A
(2) For the purposes of this Part an arrangement—
(a) includes—
(i) a scheme agreement or understanding whether or not it is legally enforceable and
(ii) a convention custom or practice of any kind and
(b) refers only to an arrangement with some degree of stability whether by its nature or terms the time it has been in existence or otherwise
第2分部 —— 股份
Division 2—Shares
4 权益——股份
某持某股份均须视持该股份
4 Joint interest—share
If a person holds a share jointly with another person each of them is regarded as holding the share
5 安排——股份
(1) 某持股份持股份该该间安排标事宜均须视持二合股份
(2) 第(1)款言安排股份持间符合说明安排：该项安排事先决定方式行股份授予权利致该等权利
5 Joint arrangement—share
(1) If shares held by a person and those held by another person are the subject of a joint arrangement between the person and the other person each of them is regarded as holding the combined shares of both of them
(2) For the purposes of subsection (1) a joint arrangement is an arrangement between the holders of shares to exercise all or substantially all the rights conferred by their respective shares jointly in a way predetermined by the arrangement
6 代名持股份
代名持股份须视该持
6 Share held by nominee
A share held by a nominee for another person is regarded as being held by that other person
7 间接持股份
(1) 某某法律实体(甲实体)中数利益条件获符合该属间接持某股份 ——
(a) 甲实体持该股份
(b) 甲实体属某连锁法律实体部分该连锁中实体 ——
(i) 该等法律实体中实体(该连锁中实体外)该连锁中紧接实体中数利益
(ii) 该连锁中实体持该股份
(2) 第(1)款言情况某属某法律实体中数利益 ——
(a) 该持该实体半数表决权
(b) 该该实体成员权委罢免该实体董事局半数董事
(c) 该该实体成员根该实体成员协议该单独控制该实体半数表决权
(d) 该权利实际该实体发挥行具支配性影响力控制
7 Share held indirectly
(1) A person holds a share indirectly if the person has a majority stake in a legal entity (entity A) and—
(a) entity A holds the share or
(b) entity A is part but not the last of a chain of legal entities and—
(i) each of those legal entities (other than the last one in the chain) has a majority stake in the entity immediately below it in the chain and
(ii) the last one in the chain holds the share
(2) For the purposes of subsection (1) a person has a majority stake in a legal entity if—
(a) the person holds a majority of the voting rights in that entity
(b) the person is a member of that entity and has the right to appoint or remove a majority of the board of directors of that entity
(c) the person is a member of that entity and under an agreement with another member of that entity controls alone a majority of the voting rights in that entity or
(d) the person has the right to exercise or actually exercises dominant influence or control over that entity
第3分部 —— 权利
Division 3—Rights
8 谁须视持权利
(1) 某控制某项权利该须视持该项权利该事实否持该项权利
(2) 某事实持某项权利非该控制该项权利否该视持该项权利
(3) 条言根某(前者)间安排某项权利 ——
(a) 前者行
(b) 前者指示指令行
(c) 前者意赞行
前者控制该项权利
8 Who is regarded as holding right
(1) If a person controls a right the person is regarded as holding the right whether or not the person in fact holds the right
(2) Although a person in fact holds a right the person is not regarded as holding the right unless the person also controls the right
(3) For the purposes of this section a person controls a right if under an arrangement between the person and another person a right is exercisable—
(a) only by the person
(b) only in accordance with the person’s directions or instructions or
(c) only with the person’s consent or concurrence
9 权益——权利
某持某项权利均须视持该项权利
9 Joint interest—right
If a person holds a right jointly with another person each of them is regarded as holding the right
10 安排——权利
(1) 某持权利持权利该该间安排标事宜均须视持二合权利
(2) 第(1)款言安排权利持间符合说明安排：该项安排事先决定方式行权利授予权利致该等权利
10 Joint arrangement—right
(1) If rights held by a person and those held by another person are the subject of a joint arrangement between the person and the other person each of them is regarded as holding the combined rights of both of them
(2) For the purposes of subsection (1) a joint arrangement is an arrangement between the holders of rights to exercise all or substantially all the rights conferred by their respective rights jointly in a way predetermined by the arrangement
11 法律实体中表决权
(1) 提述法律实体表决权提述权利 ——
(a) 关实体股——成员股份赋予该等成员该实体成员会事宜致事宜投票权利
(b) 关实体没股——赋予成员该实体成员会事宜致事宜投票权利
(2) 法律实体行述权利决定项事宜成员会该实体言 ——
(a) 提述该实体表决权提述权利 ——
(i) 该实体股——相第(1)(a)款述权利权利
(ii) 该实体没股——相第(1)(b)款述权利权利
(b) 提述该实体25表决权提述权利：根该实体章程阻止更改该实体整体政策章程条款权利
11 Voting rights in legal entity
(1) A reference to the voting rights in a legal entity is a reference to—
(a) if the entity has a share capital—the rights given to its members in respect of their shares to vote at general meetings of the entity on all matters or on substantially all matters and
(b) if the entity does not have a share capital—the rights given to its members to vote at general meetings of the entity on all matters or on substantially all matters
(2) For a legal entity that does not have general meetings at which matters are decided by exercising such rights—
(a) a reference to the voting rights in the entity is a reference to—
(i) if the entity has a share capital—the rights equivalent to those mentioned in subsection (1)(a) and
(ii) if the entity does not have a share capital—the rights equivalent to those mentioned in subsection (1)(b) and
(b) a reference to 25 of the voting rights in the entity is a reference to the right under the entity’s constitution to block changes to the overall policy of the entity or to the terms of its constitution
12 委罢免董事局半数董事
提述委罢免法律实体董事局半数董事权利 ——
(a) 提述委罢免董事局会议事宜致事宜持半数表决权董事权利
(b) 没董事局法律实体言提述委罢免相等治团体会议事宜致事宜持半数表决权该团体成员权利
12 Appointment or removal of majority of board of directors
A reference to a right to appoint or remove a majority of the board of directors of a legal entity—
(a) is a reference to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all matters or on substantially all matters and
(b) in relation to a legal entity that does not have a board of directors is a reference to the right to appoint or remove members of an equivalent governing body holding a majority of the voting rights at meetings of the body on all matters or on substantially all matters
13 间接持权利
(1) 某某法律实体(甲实体)中数利益条件获符合该属间接持某项权利 ——
(a) 甲实体持该项权利
(b) 甲实体属某连锁法律实体部分该连锁中实体 ——
(i) 该等法律实体中实体(该连锁中实体外)该连锁中紧接实体中数利益
(ii) 该连锁中实体持该项权利
(2) 第(1)款言情况某属某法律实体中数利益 ——
(a) 该持该实体半数表决权
(b) 该该实体成员权委罢免该实体董事局半数董事
(c) 该该实体成员根该实体成员协议该单独控制该实体半数表决权
(d) 该权利实际该实体发挥行具支配性影响力控制
13 Right held indirectly
(1) A person holds a right indirectly if the person has a majority stake in a legal entity (entity A) and—
(a) entity A holds the right or
(b) entity A is part but not the last of a chain of legal entities and—
(i) each of those legal entities (other than the last one in the chain) has a majority stake in the entity immediately below it in the chain and
(ii) the last one in the chain holds the right
(2) For the purposes of subsection (1) a person has a majority stake in a legal entity if—
(a) the person holds a majority of the voting rights in that entity
(b) the person is a member of that entity and has the right to appoint or remove a majority of the board of directors of that entity
(c) the person is a member of that entity and under an agreement with another member of that entity controls alone a majority of the voting rights in that entity or
(d) the person has the right to exercise or actually exercises dominant influence or control over that entity
14 法律实体须视权委法律实体董事情况
(1) 情况某法律实体(乙实体)须视权委法律实体(丙实体)董事 ——
(a) 某获委乙实体董事必然会获委丙实体董事
(b) 丙实体董事席位乙实体身担
(2) 第(1)款言乙实体没董事局第(1)(a)款中提述乙实体董事提述乙实体相等治团体成员
(3) 第(1)款言丙实体没董事局 ——
(a) 第(1)(a)款中提述丙实体董事提述丙实体相等治团体成员
(b) 第(1)(b)款中提述丙实体董事席位提述丙实体相等治团体成员席位
14 Circumstances under which legal entity would be regarded as having right to appoint director of another legal entity
(1) A legal entity (entity B) is regarded as having a right to appoint a director of another legal entity (entity C) if—
(a) a person’s appointment as a director of entity C follows necessarily from that person’s appointment as a director of entity B or
(b) the directorship of entity C is held by entity B itself
(2) For the purposes of subsection (1) if entity B does not have a board of directors a reference to a director of entity B in subsection (1)(a) is a reference to a member of an equivalent governing body of entity B
(3) For the purposes of subsection (1) if entity C does not have a board of directors—
(a) a reference to a director of entity C in subsection (1)(a) is a reference to a member of an equivalent governing body of entity C and
(b) a reference to the directorship of entity C in subsection (1)(b) is a reference to the membership of an equivalent governing body of entity C
15 附作保证持股份权利
(1) 符合条件附作保证持股份权利须视提供该保证(保证)持 ——
(a) 第(2)款指明情况外该项权利保证指示行
(b) 情况 ——
(i) 述股份持关作正常业务活动部分批出贷款
(ii) 第(2)款指明情况外该项权利保证权益行
(2) 述情况指行关权利 ——
(a) 保存关保证价值
(b) 关保证套现
15 Right attached to shares held by way of security
(1) A right attached to shares held by way of security is regarded as being held by the person providing the security—
(a) if except for the situation specified in subsection (2) the right is exercisable only in accordance with that person’s instructions or
(b) if—
(i) the shares are held in connection with the granting of loans as part of normal business activities and
(ii) except for the situation specified in subsection (2) the right is exercisable only in that person’s interests
(2) The situation is that the right—
(a) is exercised for the purpose of preserving the value of the security or
(b) is exercised for the purpose of realizing the security
16 某情况方行权利
(1) 某项权利某情况方行情况须考虑该项权利 ——
(a) 该等情况已出现
(b) 该等情况拥该项权利控制范围
(2) 第(1)(a)款行权利关情况存时方属行
(3) 正常情况行暂时行权利须继续予考虑
(4) 条提述行权利包括时清盘清盘债权根公司(清盘杂项条文)条例(第32章)行权利
(附表5A2018年第3号第6条增补)
___________
16 Right exercisable only in certain circumstances
(1) A right that is exercisable only in certain circumstances is taken into account only if—
(a) the circumstances have arisen or
(b) the circumstances are within the control of the person having the right
(2) A right exercisable under subsection (1)(a) is exercisable for so long as the circumstances exist
(3) A right that is normally exercisable but is temporarily incapable of being exercised continues to be taken into account
(4) A reference in this section to a right that is exercisable does not include a right that is exercisable by a provisional liquidator liquidator or creditor under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)
(Schedule 5A added 3 of 2018 s 6)
___________
附表5B
[第653A653I653O911条]
Schedule 5B
[ss 653A 653I 653O & 911]
重控制需详情
Required Particulars of Significant Controllers
第1部
Part 1
导言
Preliminary
1 释义
附表中 ——
重控制登记册 (significant controllers register)具第653A条予涵义
须登记士 (registrable person)具第653C条予涵义
适公司 (applicable company)具第653A条予涵义
1 Interpretation
In this Schedule—
applicable company (适公司) has the meaning given by section 653A
registrable person (须登记士) has the meaning given by section 653C
significant controllers register (重控制登记册) has the meaning given by section 653A
第2部
Part 2
然
Natural Person
2 然详情
(1) 适公司须登记士属然条适
(2) 根第653I(1)(a)条须述士载适公司重控制登记册详情 ——
(a) 该现时名字姓氏前名字姓氏(话)名(话)
(b) 该通讯址该通讯址邮政信箱号码
(c) 该身分证号码(该没身分证)持护号码签发国家
(d) 该成该公司须登记士日期
(e) 该该公司控制性质
(3) 条中 ——
名字 (forename)包括教名取名
姓氏 (surname)通常姓氏称衔认识言指该称衔
(4) 条中提述某前名字姓氏包括 ——
(a) 该年满18岁前该已更改弃名字姓氏
(b) 该已更改弃少20年名字姓氏
(c) (该通常姓氏称衔认识)该采继承该称衔前认识姓名
(d) (该已婚女士)该婚前认识姓名姓氏
2 Particulars of natural person
(1) This section applies if a registrable person of an applicable company is a natural person
(2) The following are the particulars required under section 653I(1)(a) to be contained in the significant controllers register of the company for the person—
(a) the person’s present forename and surname former forename or surname (if any) and aliases (if any)
(b) the person’s correspondence address which must not be a post office box number
(c) the number of the person’s identity card or if the person does not have an identity card the number and issuing country of a passport held by the person
(d) the date on which the person became a registrable person of the company
(e) the nature of the person’s control over the company
(3) In this section—
forename (名字) includes a Christian or given name
surname (姓氏) in relation to a person usually known by a title that is different from the person’s surname means that title
(4) In this section a reference to a person’s former forename or surname does not include—
(a) a forename or surname of the person that was changed or ceased to be used before the person attained the age of 18 years
(b) a forename or surname of the person that has been changed or ceased to be used for a period of at least 20 years
(c) if the person is usually known by a title different from the person’s surname the name by which the person was known before adopting or succeeding to that title and
(d) if the person is a married woman a name or surname by which the person was known before the marriage
第3部
Part 3
指明实体
Specified Entity
3 指明实体详情
(1) 适公司须登记士属指明实体条适
(2) 根第653I(1)(a)条须述实体载适公司重控制登记册详情 ——
(a) 该实体名称
(b) 该实体办事处址
(c) 该实体法律形式限该实体法律
(d) 该实体成该公司须登记士日期
(e) 该实体该公司控制性质
(3) 条中 ——
指明实体 (specified entity)具第653A条予涵义
3 Particulars of specified entity
(1) This section applies if a registrable person of an applicable company is a specified entity
(2) The following are the particulars required under section 653I(1)(a) to be contained in the significant controllers register of the company for the entity—
(a) the entity’s name
(b) the address of the entity’s principal office
(c) the entity’s legal form and the law that governs it
(d) the date on which the entity became a registrable person of the company
(e) the nature of the entity’s control over the company
(3) In this section—
specified entity (指明实体) has the meaning given by section 653A
第4部
Part 4
法律实体
Legal Entity
4 法律实体详情
(1) 条适适公司须登记法律实体
(2) 根第653I(1)(a)条须述实体载适公司重控制登记册详情 ——
(a) 该实体名称
(b) 该实体公司 ——
(i) 公司注册证明书述明该公司注册编号
(ii) 注册办事处址
(c) 该实体公司 ——
(i) (适话)该实体成立法团组成方注册编号(等注册编号编号)
(ii) 注册办事处办事处址
(d) 该实体法律形式限该实体法律
(e) 该实体成该公司须登记法律实体日期
(f) 该实体该公司控制性质
(3) 条中 ——
须登记法律实体 (registrable legal entity)具第653D条予涵义
(附表5B2018年第3号第6条增补)
___________
4 Particulars of legal entity
(1) This section applies to a registrable legal entity of an applicable company
(2) The following are the particulars required under section 653I(1)(a) to be contained in the significant controllers register of the company for the entity—
(a) the entity’s name
(b) if the entity is a company—
(i) the company’s registration number as stated in its certificate of incorporation and
(ii) the address of its registered office
(c) if the entity is not a company—
(i) (if applicable) its registration number (or the equivalent) in the place of its incorporation or formation and
(ii) the address of its registered or principal office
(d) the entity’s legal form and the law that governs it
(e) the date on which the entity became a registrable legal entity of the company
(f) the nature of the entity’s control over the company
(3) In this section—
registrable legal entity (须登记法律实体) has the meaning given by section 653D
(Schedule 5B added 3 of 2018 s 6)
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附表5C
[第653I911条]
Schedule 5C
[ss 653I & 911]
额外事项
Additional Matters
第1部
Part 1
导言
Preliminary
1 释义
附表中 ——
需详情 (required particulars)具第653A条予涵义
指明限期 (specified period)根第653P653T条发出通知言指该通知日期起计1月期间
重控制 (significant controller)具第653A条予涵义
重控制登记册 (significant controllers register)具第653A条予涵义
须登记士 (registrable person)具第653C条予涵义
适公司 (applicable company)具第653A条予涵义
1 Interpretation
In this Schedule—
applicable company (适公司) has the meaning given by section 653A
registrable person (须登记士) has the meaning given by section 653C
required particulars (需详情) has the meaning given by section 653A
significant controller (重控制) has the meaning given by section 653A
significant controllers register (重控制登记册) has the meaning given by section 653A
specified period (指明限期) in relation to a notice given under section 653P or 653T means the period of 1 month from the date of the notice
第2部
Part 2
某情况须包含额外事项
Inclusion of Additional Matters in Certain Cases
2 情况1——没重控制
(1) 适公司知道合理相信该公司没重控制条适
(2) 关公司须重控制登记册注明该公司知道合理相信该公司没重控制
2 Case 1—where there is no significant controller
(1) This section applies if an applicable company knows or has reasonable cause to believe that it has no significant controller
(2) The company must note in its significant controllers register that the company knows or has reasonable cause to believe that it has no significant controller
3 情况2——未识须登记士
(1) 情况条适 ——
(a) 适公司知道合理相信该公司须登记士
(b) 该公司未识该
(2) 关公司须 ——
(a) 重控制登记册注明该公司知道合理相信该公司须登记士未识该
(b) 该登记册名该公司未识作出注明
3 Case 2—where there is unidentified registrable person
(1) This section applies if—
(a) an applicable company knows or has reasonable cause to believe that it has a registrable person and
(b) the company has not been able to identify that person
(2) The company must—
(a) note in its significant controllers register that the company knows or has reasonable cause to believe that it has a registrable person but has not been able to identify that person and
(b) make a separate note in the register in respect of each person that the company has not been able to identify
4 情况3——已识须登记士详情未获确认
(1) 情况条适 ——
(a) 适公司已识该公司某须登记士
(b) 该需详情未根第653J条全部获确认
(2) 关公司须 ——
(a) 重控制登记册注明该公司已识该公司某须登记士该需详情未根第653J条全部获确认
(b) 该登记册名需详情未获确认须登记士作出注明
4 Case 3—where particulars of identified registrable person are not confirmed
(1) This section applies if—
(a) an applicable company has identified a registrable person of the company and
(b) not all the required particulars of that person have been confirmed under section 653J
(2) The company must—
(a) note in its significant controllers register that the company has identified a registrable person of the company but not all the required particulars of that person have been confirmed under section 653J and
(b) make a separate note in the register in respect of each registrable person whose required particulars have not been so confirmed
5 情况4——公司调查持续进行中
(1) 情况条适某适公司 ——
(a) 附表条文适该公司 ——
(i) 第2条
(ii) 第3条
(iii) 第4条
(b) 该公司未未须该公司重控制需详情记入重控制登记册
(c) 该公司未完成采取合理步骤确定该公司否重控制
(2) 关公司须重控制登记册注明该公司未完成采取合理步骤确定该公司否重控制
5 Case 4—where company’s investigations are ongoing
(1) This section applies to an applicable company if—
(a) none of the following provisions of this Schedule applies to the company—
(i) section 2
(ii) section 3
(iii) section 4
(b) the company has not entered and is not yet required to enter the required particulars of a significant controller of the company in its significant controllers register and
(c) the company has not completed taking reasonable steps to ascertain whether it has a significant controller
(2) The company must note in its significant controllers register that the company has not yet completed taking reasonable steps to ascertain whether it has a significant controller
6 情况5——根附表第2345条注明事项已属真实
(1) 根附表第2345条适公司重控制登记册注明事项已属真实条适该公司
(2) 关公司 ——
(a) 须重控制登记册注明关事项已属真实
(b) 须该登记册注明该事项属真实日期
6 Case 5—where matters noted under section 2 3 4 or 5 of this Schedule has ceased to be true
(1) This section applies to an applicable company if a matter noted in its significant controllers register under section 2 3 4 or 5 of this Schedule has ceased to be true
(2) The company must—
(a) note in its significant controllers register that the matter has ceased to be true and
(b) note also in the register the date on which the matter ceased to be true
7 情况6——根第653Q653R条作出规定未指明限期获遵
(1) 情况条适 ——
(a) 适公司已根第653P(2)(3)条发出通知
(b) 该通知收件未指明限期遵根第653Q653R条作出该通知规定
(2) 关公司须 ——
(a) 重控制登记册注明该公司已根第653P(2)(3)条(视情况需定)发出通知该通知言根第653Q653R条(视情况需定)作出规定未指明限期获遵
(b) 该登记册份该等通知作出注明
7 Case 6—where requirement made under section 653Q or 653R is not complied with within specified period
(1) This section applies if—
(a) an applicable company has given a notice under section 653P(2) or (3) and
(b) the addressee of the notice has failed to comply with a requirement of the notice made under section 653Q or 653R within the specified period
(2) The company must—
(a) note in its significant controllers register that the company has given a notice under section 653P(2) or (3) (as the case requires) in respect of which a requirement made under section 653Q or 653R (as the case requires) has not been complied with within the specified period and
(b) make a separate note in the register in respect of each such notice
8 情况7——根第653Q653R条作出规定指明限期获遵
(1) 情况条适 ——
(a) 适公司已根第653P(2)(3)条发出通知
(b) 已根附表第7条该通知该公司重控制登记册作出注明
(c) 该通知收件指明限期遵根第653Q653R条作出该通知规定
(2) 关公司须 ——
(a) 重控制登记册注明该公司已根第653P(2)(3)条(视情况需定)发出通知该通知言根第653Q653R条(视情况需定)作出规定指明限期获遵
(b) 该登记册份该等通知作出注明
(3) 作出注明须述明规定获遵日期
8 Case 7—where all requirements made under section 653Q or 653R are complied with after specified period
(1) This section applies if—
(a) an applicable company has given a notice under section 653P(2) or (3)
(b) a note has been made in the company’s significant controllers register in respect of the notice under section 7 of this Schedule and
(c) the addressee of the notice has complied with all of the requirements of the notice made under section 653Q or 653R after the specified period
(2) The company must—
(a) note in its significant controllers register that the company has given a notice under section 653P(2) or (3) (as the case requires) in respect of which all of the requirements made under section 653Q or 653R (as the case requires) have been complied with after the specified period and
(b) make a separate note in the register in respect of each such notice
(3) Each separate note must also state the date of the compliance
9 情况8——根第653U条作出规定未指明限期获遵
(1) 情况条适 ——
(a) 适公司已根第653T(2)条发出通知
(b) 该通知收件未指明限期遵根第653U条作出该通知规定
(2) 关公司 ——
(a) 须重控制登记册关收件记项中注明该公司已收件发出关通知
(b) 须该登记册注明收件未指明限期遵关规定
9 Case 8—where requirement made under section 653U is not complied with within specified period
(1) This section applies if—
(a) an applicable company has given a notice under section 653T(2) and
(b) the addressee of the notice has failed to comply with a requirement of the notice made under section 653U within the specified period
(2) The company must—
(a) note in the entry for the addressee in its significant controllers register that the company has given the notice to the addressee and
(b) note also in the register that the addressee has failed to comply with the requirement within the specified period
10 情况9——根第653U条作出规定指明限期获遵
(1) 情况条适 ——
(a) 适公司已根第653T(2)条发出通知
(b) 已根附表第9条该通知该公司重控制登记册作出注明
(c) 该通知收件指明限期遵根第653U条作出该通知规定
(2) 关公司 ——
(a) 须重控制登记册关收件记项中注明收件已指明限期遵规定
(b) 须该登记册注明规定获遵日期
(附表5C2018年第3号第6条增补)
___________
10 Case 9—where all requirements made under section 653U are complied with after specified period
(1) This section applies if—
(a) an applicable company has given a notice under section 653T(2)
(b) a note has been made in the company’s significant controllers register in respect of the notice under section 9 of this Schedule and
(c) the addressee of the notice has complied with all of the requirements of the notice made under section 653U after the specified period
(2) The company must—
(a) note in the entry for the addressee in its significant controllers register that the addressee has complied with all of the requirements after the specified period and
(b) note also in the register the date of the compliance
(Schedule 5C added 3 of 2018 s 6)
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附表6
[第664911条]
Schedule 6
[ss 664 & 911]
周年申报表须载资料周年申报表须附文件
Information to be Contained in Annual Return and Documents by which Annual Return must be Accompanied
第1部
Part 1
周年申报表须载资料
1 第662(1)(3)条指周年申报表须载关公司资料 ——
(a) 该公司名称注册编号商业名称( 话)
(b) 该公司类
(c) 该公司注册办事处址
(d) 该申报表结算日期
(e) 该公司符合说明揭押记负债总额详情 ——
(i) 根条例须处长登记
(ii) 1912年1月1日设定便须登记
(f) 属股公司 ——
(i) 关该公司成员股详情
(ii) (该公司股份转换股额已处长发出转换股份通知) 名现成员持股额
(g) 属股公司( 注册限成员数公司外)︰该公司成员数
(h) 公司纪录备存公司注册办事处外方︰该方址备存该方公司纪录
(i) 关士详情 ——
(i) 关申报表日期担该公司董事备董事
(ii) 该日期担该公司公司秘书
该等详情须属条例规定须该等士载公司董事登记册公司秘书登记册
2 属市公司附表第(1)(f)(i)条规定关成员详情仅限关符合说明成员详情︰关申报表日期持该公司类股份中55发行股
#3 董事备董事然附表第1(i)条规定详情包括 ——
(a) 载关董事登记册作该董事备董事通常住址址
(b) 该董事身分证护完整号码该备董事身分证护完整号码
#4 公司秘书然附表第1(i)条规定详情包括该公司秘书身分证护完整号码
5 属第636(1)条备存成员登记支册公司该登记支册记项文尚未送抵该公司注册办事处关周年申报表需载该等记项详情该等详情关须载周年申报表事项范围须该等记项文送抵该公司注册办事处载份申报表
_____________________
编辑附注：
# 附表6第34条尚未实施
Information to be Contained in Annual Return
1 An annual return under section 662(1) or (3) must contain the following information in respect of the company—
(a) the company name its registered number and business name (if any)
(b) the type of company
(c) the address of the registered office of the company
(d) the date to which the company makes up the return
(e) particulars of the total amount of the indebtedness of the company in respect of all mortgages and charges that—
(i) are required to be registered with the Registrar under this Ordinance or
(ii) would have been required to be so registered if created after 1 January 1912
(f) in the case of a company having a share capital—
(i) particulars relating to members and share capital of the company and
(ii) if the company has converted any of its shares into stock and given notice of the conversion to the Registrar the amount of stock held by each of the existing members
(g) in the case of a company not having a share capital except for a company registered with an unlimited number of members the number of members of the company
(h) if any company records are kept at a place other than the company’s registered office the address of that place and the records that are kept there
(i) particulars with respect to—
(i) any person who at the date of the return is a director or reserve director of the company and
(ii) any person who at that date is a company secretary of the company
that are by this Ordinance required to be contained with respect to them in the register of directors and register of company secretaries of a company
2 In the case of a listed company the particulars relating to members as required under section 1(f)(i) of this Schedule are limited to those relating to members who held 5 or more of the issued shares in any class of the company’s shares as at the date of the return
#3 If a director or reserve director is a natural person the particulars as required under section 1(i) of this Schedule do not include—
(a) an address contained in the register of directors as the usual residential address of the director or reserve director and
(b) the full number of the identity card or passport of the director or reserve director
#4 If a company secretary is a natural person the particulars as required under section 1(i) of this Schedule do not include the full number of the identity card or passport of the company secretary
5 In the case of a company that keeps a branch register of members in accordance with section 636(1) the particulars of the entries in that register need not be included in the annual return if copies of those entries have not been received at the registered office of the company Those particulars must so far as they relate to matters that are required to be contained in the annual return be included in the next annual return after copies of those entries are received at the registered office of the company
_____________________
Editorial Note
# Sections 3 and 4 of Schedule 6 are not yet in operation
第2部
Part 2
须载私公司周年申报表附加资料
6 第662(1)条指周年申报表须载关私公司资料 ——
(a) 述明事项陈述书 ——
(i) 份申报表日期起
(ii) (属首份申报表) 该公司成立法团日期起
该公司没发出邀请邀请公众士认购该公司股份债权证
(b) (关周年申报表披露该公司成员数超50名)述明事项陈述书：超出50名数全属根第11(2)条计算该公司成员数时包括
Additional Information to be Contained in
Annual Return of Private Company
6 An annual return under section 662(1) must also contain the following information in respect of the private company—
(a) a statement that the company has not—
(i) since the date of the last return or
(ii) in the case of a first return since the date of the incorporation of the company
issued any invitation to the public to subscribe for any shares or debentures of the company and
(b) if the annual return discloses the fact that the number of members of the company exceeds 50 a statement that the excess consists wholly of persons who under section 11(2) are excluded in the calculation of the number of members of the company
第3部
Part 3
公众公司担保限公司周年申报表
须附文件
7 根第662(3)条指周年申报表须附 ——
(a) 根第430条须送交该公司名成员文件副该等副须该公司名董事公司秘书核证真实副
(b) ((a)段述文件语文非中文非英文)该文件核证中文英文译该译须附该文件
___________
Documents by which Annual Return of Public Company or Company Limited by Guarantee must be Accompanied
7 An annual return under section 662(3) must be accompanied by—
(a) copies of the documents required to be sent to every member of the company under section 430 certified by a director or company secretary of the company to be true copies and
(b) if any of the documents mentioned in paragraph (a) is in a language other than English or Chinese a certified translation (to be annexed to that document) in English or Chinese of the document
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附表7
[第899911条]
Schedule 7
[ss 899 & 911]
某条件提起法律程序罪行
1 第74(2)条订罪行
2 第124(3)条订罪行
3 第124(4)条订罪行
4 第662(6)条订罪行
5 第788(3)条订罪行
6 第789(3)条订罪行
7 (2018年第35号第89条废)
8 公司(披露公司名称否限公司)规例(第622章附属法例B)第7(1)(2)条订罪行 (2013年第161号法律公告增补)
9 非香港公司(披露公司名称成立法团方成员限法律责)规例第8条(该条违反该规例第3(1)(2)45条关范围)订罪行 (2019年第33号法律公告增补)
___________
Offences in respect of which Proceedings not Instituted under Certain Conditions
1 An offence under section 74(2)
2 An offence under section 124(3)
3 An offence under section 124(4)
4 An offence under section 662(6)
5 An offence under section 788(3)
6 An offence under section 789(3)
7 (Repealed 35 of 2018 s 89)
8 An offence under section 7(1) or (2) of the Companies (Disclosure of Company Name and Liability Status) Regulation (Cap 622 sub leg B) (Added LN 161 of 2013)
9 An offence under section 8 of the NonHong Kong Companies (Disclosure of Company Name Place of Incorporation and Members’ Limited Liability) Regulation (in so far as it relates to the contravention of section 3(1) or (2) 4 or 5 of that Regulation) (Added LN 33 of 2019)
___________
附表8
(尚未实施)
[第908条]
Schedule 8
(Not yet in operation)
[s 908]
关采纸化方式持转股份债权证修订
Amendments relating to Paperless Holding and Transfer of Shares and Debentures
1 修订条例
条例现予修订修订方式列附表第214条
1 This Ordinance amended
This Ordinance is amended as set out in sections 2 to 14 of this Schedule
2 修订第2条(释义)
第2(1)条 ——
笔划数目序加入
订明证券 (prescribed securities)具证券期货条例(第571章)第397(5)条予该词涵义
纸化规 (Scripless Rules)指根证券期货条例(第571章)第397(1A)条订立规
2 Section 2 amended (Interpretation)
Section 2(1)—
Add in alphabetical order
prescribed securities (订明证券) has the meaning given by section 397(5) of the Securities and Futures Ordinance (Cap 571)
Scripless Rules (纸化规) means rules made under section 397(1A) of the Securities and Futures Ordinance (Cap 571)
3 修订第134条(股份性质转性)
第134(2)条转 ——
加入
属订明证券股份转属订明证券权益转时受纸化规规限
3 Section 134 amended (Nature and transferability of shares)
Section 134(2) after articles—
Add
subject for shares or other interests that are prescribed securities to the Scripless Rules
4 修订第137条(没相反证股份证明书权证明)
(1) 第137条 ——
该条重编第137(1)条
(2) 第137(1)条 ——
加入
(2) 第(1)款影响第635条
4 Section 137 amended (Share certificate to be proof of title in the absence of contrary evidence)
(1) Section 137—
Renumber the section as section 137(1)
(2) After section 137(1)—
Add
(2) Subsection (1) does not affect section 635
5 修订第144条(配发发出股份证明书)
第144条 ——
废第(2)款
代
(2) 情况第(1)款适 ——
(a) 关股份纸化规配发订明证券
(b) 关股份非订明证券发行条件规定
5 Section 144 amended (Issue of share certificate on allotment)
Section 144—
Repeal subsection (2)
Substitute
(2) Subsection (1) does not apply if—
(a) the shares are prescribed securities that are allotted in accordance with the Scripless Rules or
(b) the shares are not prescribed securities and the conditions of issue of the shares provide otherwise
6 修订第150条(关转文书规定)
第150(2)条 ——
加入
(3) 第(1)款适纸化规作出属订明证券股份转
6 Section 150 amended (Requirement for instrument of transfer)
After section 150(2)—
Add
(3) Subsection (1) does not apply to a transfer made in accordance with the Scripless Rules of shares that are prescribed securities
7 修订第153条(遗产代理作出转)
第153条 ——
废
文书签立
代
该股份权益
7 Section 153 amended (Transfer by personal representative)
Section 153—
Repeal
execution of the instrument of transfer
Substitute
the transfer
8 修订第155条(转发出股份证明书)
第155(3)条 ——
废(a)段
代
(a) 股份转 ——
(i) 该等股份纸化规转订明证券
(ii) 该等股份非订明证券发行条件规定
8 Section 155 amended (Issue of share certificate on transfer)
Section 155(3)—
Repeal paragraph (a)
Substitute
(a) either—
(i) the shares are prescribed securities that are transferred in accordance with the Scripless Rules or
(ii) the shares are not prescribed securities and the conditions of issue of the shares provide otherwise
9 修订第318条(配发发出债权证债权股证证明书)
第318条 ——
废第(2)款
代
(2) 情况第(1) 款适 ——
(a) 关债权证债权股证纸化规配发订明证券
(b) 关债权证债权股证非订明证券发行条件规定
9 Section 318 amended (Issue of debenture or certificate for debenture stock on allotment)
Section 318—
Repeal subsection (2)
Substitute
(2) Subsection (1) does not apply if—
(a) the debentures or debenture stock are prescribed securities that are allotted in accordance with the Scripless Rules or
(b) the debentures or debenture stock are not prescribed securities and the conditions of issue of the debentures or debenture stock provide otherwise
10 修订第320条(关转文书规定)
第320(2)条 ——
加入
(3) 第(1)款适纸化规作出属订明证券债权证债权股证转
10 Section 320 amended (Requirement for instrument of transfer)
After section 320(2)—
Add
(3) Subsection (1) does not apply to a transfer made in accordance with the Scripless Rules of debentures or debenture stock that are prescribed securities
11 修订第323条(转发出债权证债权股证证明书)
第323(3)条 ——
废(a)段
代
(a) 债权证债权股证转 ——
(i) 该等债权证债权股证纸化规转订明证券
(ii) 该等债权证债权股证非订明证券发行条件规定
11 Section 323 amended (Issue of debenture or certificate for debenture stock on transfer)
Section 323(3)—
Repeal paragraph (a)
Substitute
(a) either—
(i) the debentures or debenture stock are prescribed securities that are transferred in accordance with the Scripless Rules or
(ii) the debentures or debenture stock are not prescribed securities and the conditions of issue of the debentures or debenture stock provide otherwise
12 加入第627A条
第627条 ——
加入
627A 订明证券登记册作出额外记项
(1) 公司股分类股份该等股份订明证券该公司须成员登记册记入述事宜 ——
(a) 项陈述述明股分类股份
(b) 类股份附带表决权
(c) 持权该公司成员会表决股份类言表决权 中文字样non voting 文字
(d) 纸化规规定须记入登记册事宜
(2) 股份称优先股具优先权股份第(1)(c)款适该等股份
(3) 公司违反第(1)款该公司名责均属犯罪处第4 级罚款关罪行持续罪行该罪行持续期间日处罚款700
12 Section 627A added
After section 627—
Add
627A Additional register entries for prescribed securities
(1) If a company’s share capital is divided into different classes of shares and any of those shares are prescribed securities the company must enter in the register of its members—
(a) a statement that its share capital is divided into different classes of shares
(b) the voting rights attached to the shares of each class
(c) in relation to a class of shares the holders of which are not entitled to vote at general meetings of the company the words non voting or the Chinese characters 表决权 and
(d) any other matters that are required by the Scripless Rules to be entered in the register
(2) Subsection (1)(c) does not apply to shares that are described as preference shares or preferred shares
(3) If a company contravenes subsection (1) the company and every responsible person of the company commit an offence and each is liable to a fine at level 4 and in the case of a continuing offence to a further fine of 700 for each day during which the offence continues
13 修订第635条(没相反证登记册证明)
(1) 第635条 ——
该条重编第635(1)条
(2) 第635(1) 条——
加入
(2) 局限第(1)款原没相反证情况关成员登记册记录某持股份记项该该股份权证明
13 Section 635 amended (Register to be proof in the absence of contrary evidence)
(1) Section 635—
Renumber the section as section 635(1)
(2) After section 635(1)—
Add
(2) Without limiting subsection (1) in the absence of evidence to the contrary an entry in the register of members recording a person as holding any share is proof of the person’s title to the share
14 修订第696条(权全面收购少数股东股份约责)
第696条 ——
废第(4) 款
代
(4) 第(3)(a)(ii)款规定约公司送交关股份转文书 ——
(a) 时已发行未交回股份权证关股份
(b) (该等股份纸化规转)属订明证券股份
___________
14 Section 696 amended (Obligations of offeror with right to buy out minority shareholders)
Section 696—
Repeal subsection (4)
Substitute
(4) Subsection (3)(a)(ii) does not require the offeror to send to the company an instrument of transfer of—
(a) any shares for which a share warrant is for the time being outstanding or
(b) any shares that are prescribed securities if the transfer of the shares is made in accordance with the Scripless Rules
___________
附表9
[第912920条]
Schedule 9
[ss 912 & 920]
公司条例(第32章)附属法例相应相关修订
Consequential and Related Amendments to Companies Ordinance (Cap 32) and its Subsidiary Legislation
1164 (已失时效略——2014年第1号编辑修订纪录)
1164 (Omitted as spent—ER 1 of 2014)
165 废公司(豁免陈述营业额)令
公司(豁免陈述营业额)令(第32章附属法例D) ——
废该命令
165 Companies (Exemption from Statement of Turnover) Order repealed
The Companies (Exemption from Statement of Turnover) Order (Cap 32 sub leg D)—
Repeal the Order
166 废公司(指明名称)令
公司(指明名称)令(第32章附属法例E) ——
废该命令
166 Companies (Specification of Names) Order repealed
The Companies (Specification of Names) Order (Cap 32 sub leg E)—
Repeal the Order
167199 (已失时效略——2014年第1号编辑修订纪录)
167199 (Omitted as spent—ER 1 of 2014)
200 废公司(市公司财务摘报告)规例
公司(市公司财务摘报告) 规例(第32章附属法例M) ——
废该规例
200 Companies (Summary Financial Reports of Listed Companies) Regulation repealed
The Companies (Summary Financial Reports of Listed Companies) Regulation (Cap 32 sub leg M)—
Repeal the Regulation
201 废公司(修订帐目报告)规例
公司(修订帐目报告)规例(第32章附属法例N) ——
废该规例
(编辑修订——2013年第1号编辑修订纪录)
___________
201 Companies (Revision of Accounts and Reports) Regulation repealed
The Companies (Revision of Accounts and Reports) Regulation (Cap 32 sub leg N)—
Repeal the Regulation
(Amended ER 1 of 2013)
___________
附表10
Schedule 10
(已失时效略——2014年第1号编辑修订纪录)
(Omitted as spent—ER 1 of 2014)
1480 (已失时效略——2014年第1号编辑修订纪录)
___________
1480 (Omitted as spent—ER 1 of 2014)
___________
附表11
[第27369913条]
Schedule 11
[ss 27 369 & 913]
(Amended ER 1 of 2013)
渡性条文保留条文
Transitional and Saving Provisions
第1部
Part 1
导言
Preliminary
1 释义
附表中 ——
废 (repeal) 指第912条废废须解释
1 Interpretation
In this Schedule—
repeal (废) means a repeal by section 912 and repealed is to be construed accordingly
第2部
Part 2
第2部作渡性安排保留安排
Transitional and Saving Arrangements for Part 2
2 处长职位
(1) 紧接第21条生效日期#前担署理公司注册处处长职位继续担署理该职位(视属情况定)犹该根第21(1)条获委样
(2) 根前身条例第303(4)条作出指示制备印章须视根第21(4)条作出指示制备印章
(3) 行政长官第21条生效日期#前根前身条例第303(1)条指示指示点须视根第21(3)条获指定方
2 Office of Registrar
(1) A person holding or acting in the office of Registrar of Companies immediately before the commencement date# of section 21 continues to hold or act in that office (as the case may be) as if the person were appointed under section 21(1)
(2) The last seals that were directed under section 303(4) of the predecessor Ordinance to be prepared are to be regarded as seals that have been directed under section 21(4) to be prepared
(3) The place directed or last directed by the Chief Executive under section 303(1) of the predecessor Ordinance before the commencement date# of section 21 is to be regarded as the place that has been designated under section 21(3)
第3部
Part 3
第3部作渡性安排保留安排
Transitional and Saving Arrangements for Part 3
3 申请组成公司
(1) 条适符合说明决申请 ——
(a) 第3部第1分部生效日期#前前身条例第14A(1)条目处长提出
(b) 该日期前该条例第15(1)条已该申请获遵守
(2) 紧接废前效前身条例第45691011121414A15161818A202324条该条例附表1ABCDE表公司(指明名称)令(第32章附属法例E)继续述决申请适
3 Application for company formation
(1) This section applies to a pending application—
(a) that was made before the commencement date# of Division 1 of Part 3 to the Registrar for the purposes of section 14A(1) of the predecessor Ordinance and
(b) in respect of which section 15(1) of that Ordinance was complied with before that date
(2) Sections 4 5 6 9 10 11 12 14 14A 15 16 18 18A 20 23 and 24 of the predecessor Ordinance Tables A B C D and E in the First Schedule to that Ordinance and the Companies (Specification of Names) Order (Cap 32 sub leg E) as in force immediately before their repeal continue to apply in relation to the pending application
4 申请略Limited等处长特许证
紧接废前效前身条例第21(1)(2)(3)条继续决申请适：第3部第3分部第2次分部生效日期#前批出前身条例第21(1)(2)条指特许证交付处长申请
4 Application for Registrar’s licence to dispense with Limited etc
Section 21(1) (2) and (3) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a pending application delivered to the Registrar before the commencement date# of Subdivision 2 of Division 3 of Part 3 for a licence under section 21(1) or (2) of the predecessor Ordinance
5 略Limited等特许证
根前身条例第21(1)(2)条批出特许证紧接第3部第3分部第2次分部生效日期#前属效须视作施行条例根第103条批出特许证
5 Licence dispensing with Limited etc
A licence that was granted under section 21(1) or (2) of the predecessor Ordinance and was in force immediately before the commencement date# of Subdivision 2 of Division 3 of Part 3 is to be regarded as a licence granted under section 103 for the purposes of this Ordinance
6 公司宗旨修改
(1) 紧接废前效前身条例第8条继续特决议适：第3部第2分部第4次分部生效日期#前前身条例第8(1)条目通特决议
(2) 紧接废前效公司(费百分率)令(第32章附属法例C)附表1第1(a)项继续呈请书适：根第(1)款具持续效力前身条例第8条提交关确认修改章程纲呈请书
6 Alteration of company’s objects
(1) Section 8 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a special resolution passed before the commencement date# of Subdivision 4 of Division 2 of Part 3 for the purposes of section 8(1) of the predecessor Ordinance
(2) Item 1(a) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub leg C) as in force immediately before its repeal continues to apply in relation to a petition to confirm an alteration in a memorandum presented under section 8 of the predecessor Ordinance having a continuing effect under subsection (1)
7 某组织章程纲条件修改
紧接废前效前身条例第8(2)(a)(3)(4)(7)(7A)(8)25A条继续特决议适：第3部第2分部第4次分部生效日期#前前身条例第25A(1)条目通特决议
7 Alteration of certain conditions of memorandum of association
Sections 8(2)(a) (3) (4) (7) (7A) and (8) and 25A of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a special resolution passed before the commencement date# of Subdivision 4 of Division 2 of Part 3 for the purposes of section 25A(1) of the predecessor Ordinance
8 藉特决议章程细作出修改
紧接废前效前身条例第13条继续特决议适：第3部第2分部第4次分部生效日期#前前身条例第13(1)条目通特决议
8 Alteration of articles by special resolution
Section 13 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a special resolution passed before the commencement date# of Subdivision 4 of Division 2 of Part 3 for the purposes of section 13(1) of the predecessor Ordinance
9 关旧公司条例A表保留条文
——
(a) 时效1865年公司条例(1865年第1号)附表1A表言该A表适原公司范围受条例影响
(b) 时效1911年公司条例(1911年第58号)附表1A表言该A表适原公司范围受条例影响
(c) 前身条例附表1A表言该A表适原公司范围受条例影响
9 Savings for Table A in former Companies Ordinance
This Ordinance does not affect—
(a) Table A in the First Schedule to the Companies Ordinance 1865 (1 of 1865) as in force from time to time so far as it applies to any existing company
(b) Table A in the First Schedule to the Companies Ordinance 1911 (58 of 1911) as in force from time to time so far as it applies to any existing company and
(c) Table A in the First Schedule to the predecessor Ordinance so far as it applies to any existing company
10 更改公司名称特决议
紧接废前效前身条例第2022(1A)(1B)(7)(8)条公司( 指明名称)令(第32章附属法例E)继续特决议适：第3部第3分部第3次分部生效日期#前前身条例第22(1)条目通特决议
10 Special resolution changing company name
Sections 20 and 22(1A) (1B) (7) and (8) of the predecessor Ordinance and the Companies (Specification of Names) Order (Cap 32 sub leg E) as in force immediately before their repeal continue to apply in relation to a special resolution passed before the commencement date# of Subdivision 3 of Division 3 of Part 3 for the purposes of section 22(1) of the predecessor Ordinance
11 处长指示更改公司名称
(1) 紧接废前效前身条例第22(5)(6)条继续指示适：第3部第3分部第3次分部生效日期#前处长根前身条例第22(2)(3A)(3B)(4)条发出指示
(2) 紧接废前效前身条例第22(7)(8)22A(2)(3)(4)条继续指示适：第3部第3分部第3次分部生效日期#前处长根前身条例第22A(1)(1A)条发出指示
11 Registrar’s direction to change company name
(1) Section 22(5) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a direction given by the Registrar before the commencement date# of Subdivision 3 of Division 3 of Part 3 under section 22(2) (3A) (3B) or (4) of the predecessor Ordinance
(2) Sections 22(7) and (8) and 22A(2) (3) and (4) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a direction given by the Registrar before the commencement date# of Subdivision 3 of Division 3 of Part 3 under section 22A(1) or (1A) of the predecessor Ordinance
12 限公司重新注册限公司
(1) 条适符合说明特决议 ——
(a) 第3部第2分部第2次分部生效日期#前1984年8月31日日注册限公司原公司前身条例第19(1)条目通
(b) 该生效日期#前没公司注册证书根该条例第19(4)条该特决议发出
(2) 紧接废前效前身条例第19(1)(2)(3)(4)(5)117条继续述特决议适
(3) 第3部第2分部生效日期#日根第(2)款具持续效力条文重新注册限公司限公司目言须视根前身条例注册限公司
12 Reregistration of unlimited company as limited company
(1) This section applies to a special resolution—
(a) that was passed before the commencement date# of Subdivision 2 of Division 2 of Part 3 for the purposes of section 19(1) of the predecessor Ordinance by an existing company registered as an unlimited company on or after 31 August 1984 and
(b) in respect of which no certificate of incorporation was issued before that commencement date# under section 19(4) of that Ordinance
(2) Sections 19(1) (2) (3) (4) and (5) and 117 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the special resolution
(3) An unlimited company reregistered as a limited company on or after the commencement date# of Division 2 of Part 3 under the provisions having a continuing effect under subsection (2) is for all purposes to be regarded as a limited company registered under the predecessor Ordinance
第4部
Part 4
第4部作渡性安排保留安排
Transitional and Saving Arrangements for Part 4
第1分部 —— 般渡性条文保留条文
Division 1—General Transitional and Saving Provisions
13 股份转换股额
(1) 第138条生效日期#日股份转换股额事宜言该项转换该日期#前通决议进行受第138条影响
(2) 第174条中提述废股份转换股额权力前股份转换股额包括第(1)款提述转换
(3) 紧接废前效前身条例条文继续适第138 条生效日期#前进行股份转换(股份转换股额)第(1)款提述转换 ——
(a) 第54条(该条关股份转换股额范围)
(b) 第95(1)条书第(i)段
(c) 第95(4)条(该条关该段范围)
(4) 已前身条例第95(1)条书第(i)段股额数额记入公司成员登记册该数额(非关股份细节) 须视第12部第2分部第2 次分部规定须记入该登记册细节
13 Conversion of shares into stock
(1) Section 138 does not affect the conversion of shares into stock on or after the commencement date# of that section in accordance with a resolution passed before that commencement date#
(2) The reference in section 174 to the conversion of shares into stock before the repeal of the power to do so includes a conversion referred to in subsection (1)
(3) The following provisions of the predecessor Ordinance as in force immediately before their repeal continue to apply to a conversion of shares into stock that took place before the commencement date# of section 138 or a conversion referred to in subsection (1)—
(a) section 54 (so far as it relates to a conversion of shares into stock)
(b) paragraph (i) of the proviso to section 95(1) and
(c) section 95(4) (so far as it relates to that paragraph)
(4) If any amounts of stock have been entered in the register of members of the company in accordance with paragraph (i) of the proviso to section 95(1) of the predecessor Ordinance those amounts are to be regarded as the details required by Subdivision 2 of Division 2 of Part 12 to be entered in the register instead of the details relating to shares
14 股份权证
(1) 公司第139条生效日期#前已发行股份权证没该日期#前遵守前身条例第97(1)条条适
(2) 紧接废前效前身条例第97(1)条继续述股份权证适关公司
(3) 股份权证详情已前身条例第97(1)条记入公司成员登记册该等详情须视第12部第2分部第2次分部规定须记入该登记册细节
14 Share warrants
(1) This section applies if a company has issued a share warrant before the commencement date# of section 139 but has not complied with section 97(1) of the predecessor Ordinance before that commencement date#
(2) Section 97(1) of the predecessor Ordinance as in force immediately before its repeal continues to apply to the company in relation to the share warrant
(3) If the particulars of a share warrant have been entered in the register of members of the company in accordance with section 97(1) of the predecessor Ordinance those particulars are to be regarded as the details required by Subdivision 2 of Division 2 of Part 12 to be entered in the register
15 董事行权力配发股份授予权利
公司第140条生效日期#日该公司1984年8月31日前作出批出项约协议选择权配发股份第140条适该项配发
15 Exercise by directors of power to allot shares or grant rights
Section 140 does not apply to an allotment of shares by a company on or after the commencement date# of that section in accordance with an offer agreement or option made or granted by the company before 31 August 1984
16 公司批准股份配发权利授予
前身条例第57B条指批准紧接第141条生效日期#前属效该日期#日继续效犹根第141条予样
16 Allotment of shares or grant of rights with company approval
An approval in force under section 57B of the predecessor Ordinance immediately before the commencement date# of section 141 has effect on and after that commencement date# as if given under section 141
17 分配申报表
紧接废前效前身条例第45条继续适第142条生效日期#前配发股份
17 Return of allotments
Section 45 of the predecessor Ordinance as in force immediately before its repeal continues to apply to shares allotted before the commencement date# of section 142
18 配发登记
第143条适该条生效日期#日配发股份
18 Registration of allotment
Section 143 applies to shares allotted on or after the commencement date# of that section
19 配发发出股份证明书
紧接废前效前身条例第70条(该条关股份配发范围)继续适第144条生效日期#前配发股份
19 Issue of share certificate on allotment
Section 70 of the predecessor Ordinance (so far as it relates to an allotment of shares) as in force immediately before its repeal continues to apply to shares allotted before the commencement date# of section 144
20 原讼法庭认发行配发
紧接废前效前身条例第57C条继续适意第146条生效日期#前发行配发股份
20 Validation by Court of issue or allotment
Section 57C of the predecessor Ordinance as in force immediately before its repeal continues to apply to shares purportedly issued or allotted before the commencement date# of section 146
21 获准佣金
紧接废前效前身条例第46条继续协议适：第148条生效日期#前已该第46条订立容订明公司某支付佣金作该认购意认购该公司股份促致意促致认购该公司股份代价协议
21 Permitted commissions
Section 46 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an agreement made in accordance with that section before the commencement date# of section 148 for a company to pay commission to a person in consideration of the person subscribing or agreeing to subscribe for shares in the company or procuring or agreeing to procure subscriptions
22 登记转拒绝登记
紧接废前效前身条例第69条(该条关股份转范围)继续适第151条生效日期#前提交转书
22 Registration of transfer or refusal of registration
Section 69 of the predecessor Ordinance (so far as it relates to a transfer of shares) as in force immediately before its repeal continues to apply to a transfer lodged before the commencement date# of section 151
23 转发出股份证明书
紧接废前效前身条例第70条(该条关股份转范围)继续适第155条生效日期#前提交转书
23 Issue of share certificate on transfer
Section 70 of the predecessor Ordinance (so far as it relates to a transfer of shares) as in force immediately before its repeal continues to apply to a transfer lodged before the commencement date# of section 155
24 藉法律施行传转股份
紧接废前效前身条例第69条(该条关藉法律施行传转股份范围)继续适第4部第4分部第2次分部生效日期#前传转股份
24 Transmission of shares by operation of law
Section 69 of the predecessor Ordinance (so far as it relates to a transmission of shares by operation of law) as in force immediately before its repeal continues to apply to shares transmitted before the commencement date# of Subdivision 2 of Division 4 of Part 4
25 补发已遗失市公司股份证明书
(1) 原股份证明书第163 条生效日期#前日遗失均根该条申请新股份证明书已该日期#前根前身条例第71A 条提出新证明书申请外
(2) 紧接废前效前身条例第71A条继续适第163条生效日期#前提出新证明书申请
25 Replacement of listed companies’ lost share certificates
(1) An application may be made under section 163 for a new share certificate whether the original certificate was lost before on or after the commencement date# of that section unless an application for a new certificate had already been made under section 71A of the predecessor Ordinance before that commencement date#
(2) Section 71A of the predecessor Ordinance as in force immediately before its repeal continues to apply to an application for a new certificate made before the commencement date# of section 163
26 更改股通知
(1) 公司第171条生效日期#前作出前身条例第54(1)(a)(f)条提述事情条适
(2) 紧接废前效前身条例第54条继续述作出事情适公司
26 Notice of alteration of share capital
(1) This section applies if a company before the commencement date# of section 171 does anything referred to in section 54(1)(a) to (f) of the predecessor Ordinance
(2) Section 54 of the predecessor Ordinance as in force immediately before its repeal continues to apply to the company in relation to the thing done
27 关股增加通知
第171条生效日期#前已通批准增加公司股决议紧接废前效前身条例第55条继续适该项股增加
27 Notice of increase of share capital
Section 55 of the predecessor Ordinance as in force immediately before its repeal continues to apply to an increase in a company’s share capital if the resolution authorizing the increase was passed before the commencement date# of section 171
28 类股份说明
紧接废前效前身条例第57A条继续适第179条生效日期#前发出股份证明书招股章程董事报告
28 Description of shares of different classes
Section 57A of the predecessor Ordinance as in force immediately before its repeal continues to apply to a share certificate prospectus or directors’ report issued before the commencement date# of section 179
29 更改类权利︰股公司
(1) 第180条生效日期#前已通予关更改废止附某类股份权利决议书面意紧接废前效前身条例第63A64条继续适该项更改废止
(2) 紧接废前效公司(费百分率)令(第32章附属法例C)附表1第2(a)项继续申请适：根第(1)款具持续效力前身条例第64条提出申请
29 Variation of class rights companies having a share capital
(1) Sections 63A and 64 of the predecessor Ordinance as in force immediately before their repeal continue to apply to a variation or abrogation of the rights attaching to a class of shares if the resolution or written consent for the variation or abrogation was passed or given before the commencement date# of section 180
(2) Item 2(a) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub leg C) as in force immediately before its repeal continues to apply in relation to an application made under section 64 of the predecessor Ordinance having a continuing effect under subsection (1)
30 更改某类股份权利某类股份附加权利事通知处长
紧接废前效前身条例第64A条继续适第184条生效日期#前附某类股份权利
30 Notifying Registrar of variation or attachment of rights to a class of shares
Section 64A of the predecessor Ordinance as in force immediately before its repeal continues to apply to an attachment of rights to a class of shares before the commencement date# of section 184
31 更改类权利︰股公司
第188192条更改废止适：该等条文生效日期#日公司某类成员权利作出更改废止
31 Variation of class rights companies without a share capital
Sections 188 to 192 apply in relation to a variation or abrogation of the rights of a class of members of a company on or after the commencement date# of those sections
32 关备股条文废
前身条例第5256条废影响紧接该等条文废前效该等条文指决议效力
32 Repeal of provision about reserve share capital
The repeal of sections 52 and 56 of the predecessor Ordinance does not affect the validity of any resolution under those sections that was in force immediately before the repeal
33 资中拨款支付利息
(1) 紧接前身条例第57条废前已根该条书(a)段通批准公司支付利息特决议否取法院支付利息认许紧接废前效该条继续适该利息支付
(2) 局限第(1)款原情况公司前身条例第57条资拨款作利息支出 ——
(a) 公司该条废前该条支付利息该利息资拨付
(b) 否该项利息支付取法院认许该条废前已根该条书(a)段通关特决议公司该条废该决议支付利息
附注——
前身条例第57条书(b)段规定作出关付款前须取法院认许
33 Payment of interest out of capital
(1) Section 57 of the predecessor Ordinance as in force immediately before its repeal continues to apply to the payment of interest by a company if the special resolution under paragraph (a) of the proviso to that section authorizing the payment was passed before the repeal regardless of when the sanction of the court for the payment is obtained
(2) Without limiting subsection (1) the company may charge interest to capital in accordance with section 57 of the predecessor Ordinance if—
(a) interest was paid by a company in accordance with that section before its repeal but not charged to capital or
(b) interest is paid by a company after the repeal in accordance with a special resolution passed under paragraph (a) of the proviso to that section before the repeal regardless of when the sanction of the court for the payment is obtained
Note—
Paragraph (b) of the proviso to section 57 of the predecessor Ordinance requires the sanction of the court to be obtained before the payment is made
34 关股规定宽免
(1) 第4部第8分部第1次分部符合说明股份发行适：该股份该次分部生效日期#日发行关该项发行关非现金资产转安排该日期#前日作出
(2) 第198条中提述第4部第8分部第1次分部需记录作公司股款额包括紧接前身条例第48E条废前前身条例第48C48D条没拨入该公司股份溢价帐中款额
34 Relief from share capital requirements
(1) Subdivision 1 of Division 8 of Part 4 applies in relation to an issue of shares on or after the commencement date# of that Subdivision whether the arrangement for the issue or the transfer of noncash assets was made before on or after that commencement date#
(2) A reference in section 198 to an amount that because of Subdivision 1 of Division 8 of Part 4 is not required to be recorded as a company’s share capital includes an amount that immediately before the repeal of section 48E of the predecessor Ordinance was not included in the company’s share premium account by virtue of section 48C or 48D of the predecessor Ordinance
第2分部 —— 关废止面值渡性条文
Division 2—Transitional Provisions relating to Abolition of Nominal Value
35 释义
分部中 ——
续条文 (continuing provision)指根附表具持续效力前身条例条文
35 Interpretation
In this Division—
continuing provision (续条文) means a provision of the predecessor Ordinance that has a continuing effect under this Schedule
36 提述第135条生效日期#前发行股份缴付款额
条例第135条生效日期#日该日期#前发行股份实施目 ——
(a) 该股份缴付款额时间该股份缴付公司款额总
(b) 该股份尚未缴付款额该股份发行价已该股份缴付款额差额
36 References to amount paid on shares issued before commencement date# of section 135
For the purposes of the operation of this Ordinance on and after the commencement date# of section 135 in relation to a share issued before that commencement date#—
(a) the amount paid on the share is the sum of all amounts paid to the company at any time for the share and
(b) the amount remaining unpaid on the share is the difference between the issue price of the share and the amount paid on the share
37 股份溢价帐资赎回储备处理
(1) 第135条生效日期#开始时公司股份溢价帐贷方结余资赎回储备贷方结余均成公司股部分
(2) 第135条生效日期#日会续条文规定须转公司股份溢价帐资赎回储备款额均成公司股部分
37 Treatment of share premium account and capital redemption reserve
(1) At the beginning of the commencement date# of section 135 any amount standing to the credit of the company’s share premium account and capital redemption reserve becomes part of the company’s share capital
(2) Any amount that would be required by a continuing provision to be transferred to a company’s share premium account or capital redemption reserve on or after the commencement date# of section 135 becomes part of the company’s share capital
38 股份溢价帐贷方结余运
(1) 附表第37条规定公司第135条生效日期#日 ——
(a) 该日期#前订立协议紧接该日期#前股份溢价帐贷方结余缴付该日期#日全部缴付股款红股形式公司成员发行股份股款
(b) 紧接该日期#前股份溢价帐贷方结余销 ——
(i) 公司该日期#前招致开办费
(ii) 该日期#前公司发行股份招致开支公司发行股份支付佣金公司发行股份容许折扣
(c) 紧接该日期前股份溢价帐贷方结余备付须赎回1991年9月1日前发行赎回优先股时支付溢价
(2) 附表第37条规定公司1991年9月1日日第135条生效日期#前发行赎回股份第135条生效日期#日赎回须赎回该等股份时支付溢价赎回目发行新股份收益中拨款支付支付款额限相等述两数额中较者款额 ——
(a) 公司发行赎回股份时溢价总额
(b) 紧接第135条生效日期#前公司股份溢价帐贷方结余减已根第(1)款款运款额
(3) 某款额已根第(2)款支付第(1)(2)款目动款额余数须减笔应款额
38 Use of amount standing to credit of share premium account
(1) Despite section 37 of this Schedule a company may on or after the commencement date# of section 135 use the amount that was standing to the credit of its share premium account immediately before that commencement date# to—
(a) pay up in accordance with an agreement made before that commencement date# shares that are to be issued on or after that commencement date# to members of the company as fully paid bonus shares
(b) write off—
(i) the preliminary expenses of the company incurred before that commencement date# or
(ii) the expenses incurred commission paid or discount allowed before that commencement date# in respect of any issue of shares in the company or
(c) provide for the premium payable on redemption of redeemable preference shares issued before 1 September 1991
(2) Despite section 37 of this Schedule if redeemable shares issued by a company on or after 1 September 1991 but before the commencement date# of section 135 are redeemed on or after the commencement date# of section 135 any premium payable on their redemption may be paid out of the proceeds of a fresh issue of shares made for the purpose of the redemption up to an amount equal to the lesser of—
(a) the aggregate of the premiums received by the company on the issue of the shares redeemed
(b) the amount that was standing to the credit of the company’s share premium account immediately before the commencement date# of section 135 less any amounts already applied under subsection (1) or this subsection
(3) If an amount is paid under subsection (2) the remaining amount available for the purposes of subsection (1) or (2) must be reduced by a corresponding amount
39 部分缴付股款股份催缴
催缴第135条生效日期#前发行股份尚未缴付款项作出股东该项催缴方面法律责(股份面值理作溢价)均受股份面值影响
39 Calls on partly paid shares
The liability of a shareholder for calls in respect of money remaining unpaid on shares issued before the commencement date# of section 135 (whether on account of the nominal value of the shares or by way of premium) is not affected by the share ceasing to have a nominal value
40 合约文件提述票面值面值
(1) 条第135条生效日期#日解释应项目目适 ——
(a) 该日期#前订立合约(包括公司章程细)
(b) 公司成员该日期#前作出决议
(c) 该日期#前签立信讬契文件
(2) 某股份 ——
(a) 第135条生效日期#前发行提述该股份票面值面值(明示隐含方式)提述该股份紧接该日期#前面值
(b) 第135条生效日期#日发行类股份紧接该日期#前发行提述该股份票面值面值(明示隐含方式)提述假该股份已紧接该日期#前发行便会面值
(c) 第135条生效日期#日发行类股份紧接该日期#前发行提述该股份票面值面值(明示隐含方式)提述董事厘定面值
(3) 提述股份溢价提述关该股份尚余股
(4) 提述股份退股权利提述退某价值股权利该价值相等该股份面值缴付款额
(5) 提述清盘中已缴款股例进行分派提述清盘中已缴款股占股份面值例进行分派
(6) 提述公司已发行股票面值面值总提述紧接第135条生效日期#前存该总 ——
(a) 作出调顾该日期#日发行股份面值
(b) 作出调顾该日期#日注销股份面值
(7) 第(2)(6)款规定第135条生效日期#日股份面值根续条文更改提述股份票面值面值提述更改面值
40 References in contracts and other documents to par or nominal value
(1) This section applies for the purpose of interpreting and applying on or after the commencement date# of section 135—
(a) a contract entered into before that commencement date# (including a company’s articles)
(b) a resolution of a company or of any of its members made before that commencement date# or
(c) a trust deed or other document executed before that commencement date#
(2) A reference to the par or nominal value of a share (whether made expressly or by implication) is a reference to—
(a) if the share was issued before the commencement date# of section 135 the nominal value of the share immediately before that commencement date#
(b) if the share is issued on or after the commencement date# of section 135 but shares of the same class were on issue immediately before that commencement date# the nominal value that the share would have had if it had been issued immediately before that commencement date# or
(c) if the share is issued on or after the commencement date# of section 135 and shares of the same class were not on issue immediately before that commencement date# the nominal value determined by the directors
(3) A reference to share premium is a reference to any residual share capital in relation to the share
(4) A reference to a right to a return of capital on a share is a reference to a right to a return of capital of a value equal to the amount paid in respect of the nominal value of the share
(5) A reference to a distribution in a winding up in proportion to the capital paid up on a share is a reference to a distribution in a winding up in proportion to the amount paid in respect of the nominal value of the share
(6) A reference to the aggregate par or nominal value of the company’s issued share capital is a reference to that aggregate as it existed immediately before the commencement date# of section 135 and—
(a) increased to take account of the nominal value of any shares issued on or after that commencement date# and
(b) reduced to take account of the nominal value of any shares cancelled on or after that commencement date#
(7) Despite subsection (2) or (6) if the nominal value of a share is altered on or after the commencement date# of section 135 under a continuing provision a reference to the par or nominal value of the share is a reference to the nominal value as so altered
41 前身条例续条文中某提述
(1) 续条文中提述股份面额面值第135条生效日期#日期间言提述该股份紧接该日期#前面额面值提述股份溢价须理解
(2) 续条文中提述公司股份溢价帐资赎回储备第135条生效日期#日期间言提述紧接该日期#前该公司股份溢价帐资赎回储备
(3) 第(1)款规定第135条生效日期#日股份面额面值根续条文更改续条文中提述股份面额面值提述更改面额面值
41 References in continuing provisions of the predecessor Ordinance
(1) A reference in a continuing provision to the nominal amount or nominal value of a share is in relation to any period on or after the commencement date# of section 135 a reference to the nominal amount or nominal value of the share immediately before that commencement date# and a reference to share premium is to be construed accordingly
(2) A reference in a continuing provision to a company’s share premium account or capital redemption reserve is in relation to any period on or after the commencement date# of section 135 a reference to the company’s share premium account or capital redemption reserve immediately before that commencement date#
(3) Despite subsection (1) if the nominal amount or nominal value of a share is altered on or after the commencement date# of section 135 under a continuing provision a reference in a continuing provision to the nominal amount or nominal value of the share is a reference to the nominal amount or nominal value as so altered
第5部
Part 5
第5部作渡性安排保留安排
Transitional and Saving Arrangements for Part 5
42 原讼法庭确认股减少
(1) 紧接第5部第3分部第3次分部生效日期#前效前身条例第58条(该条关股减少范围)第5963条高等法院规(第4章附属法例A)第102号命令继续决议适：紧接该生效日期#前根前身条例第58(1)条通关减少股决议
(2) 紧接第5部第3分部第3次分部生效日期#前效前身条例第5863条高等法院规(第4章附属法例A)第102号命令 ——
(a) 继续效前身条例第48B(1)条决议适：该生效日期#前根前身条例第58(1)条通关减少股份溢价决议
(b) 继续效前身条例第49H(4)条决议适：该生效日期#前根前身条例第58(1)条通关减少资赎回储备决议
(3) 紧接废前效公司(费百分率)令(第32章附属法例C)附表1第1(b)项 ——
(a) 继续适申请：根第(1)款具持续效力前身条例第59条提出关确认股减少申请
(b) 继续紧接废前效前身条例第48B(1)条适申请：根第(2)(a)款具持续效力前身条例第59条提出关确认减少股份溢价申请
(c) 继续紧接废前效前身条例第49H(4)条适申请：根第(2)(b)款具持续效力前身条例第59条提出关确认减少资赎回储备申请
(4) 第5部第3分部适第(1)款提述股减少
42 Reduction of share capital confirmed by Court
(1) Section 58 (so far as it relates to a reduction of share capital) and sections 59 to 63 of the predecessor Ordinance and Order 102 of the Rules of the High Court (Cap 4 sub leg A) as in force immediately before the commencement date# of Subdivision 3 of Division 3 of Part 5 continue to apply in relation to a resolution for reducing share capital that was passed under section 58(1) of the predecessor Ordinance immediately before that commencement date#
(2) Sections 58 to 63 of the predecessor Ordinance and Order 102 of the Rules of the High Court (Cap 4 sub leg A) as in force immediately before the commencement date# of Subdivision 3 of Division 3 of Part 5—
(a) continue to apply by virtue of section 48B(1) of the predecessor Ordinance as so in force in relation to a resolution for reducing share premium that was passed under section 58(1) of the predecessor Ordinance before that commencement date# and
(b) continue to apply by virtue of section 49H(4) of the predecessor Ordinance as so in force in relation to a resolution for reducing capital redemption reserve that was passed under section 58(1) of the predecessor Ordinance before that commencement date#
(3) Item 1(b) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub leg C) as in force immediately before its repeal—
(a) continues to apply to an application to confirm a reduction of share capital made under section 59 of the predecessor Ordinance having a continuing effect under subsection (1)
(b) continues to apply by virtue of section 48B(1) of the predecessor Ordinance as in force immediately before its repeal to an application to confirm a reduction of share premium made under section 59 of the predecessor Ordinance having a continuing effect under subsection (2)(a) and
(c) continues to apply by virtue of section 49H(4) of the predecessor Ordinance as in force immediately before its repeal to an application to confirm a reduction of capital redemption reserve made under section 59 of the predecessor Ordinance having a continuing effect under subsection (2)(b)
(4) Division 3 of Part 5 does not apply to a reduction of share capital referred to in subsection (1)
43 股份赎回回购
(1) 紧接废前效前身条例第4949A49B49BA49C49E49F49G49H49P49Q49R49S58168B条附表13(该等条文关市公司赎回购买身股份范围)继续批准适：紧接第5 部第4 分部生效日期#前根前身条例第49BA49E(2)49F(3)条属效批准
(2) 紧接废前效前身条例第4949S58条(该等条文关非市公司赎回购买身股份范围)继续批准适：紧接第5部第4分部生效日期#前根前身条例第49D49E(3)49F(2)条属效批准
(3) 第5部第4分部适公司根第(1)(2)款提述批准赎回购买身股份
43 Share redemptions and buybacks
(1) Sections 49 49A 49B 49BA 49C 49E 49F 49G 49H 49P 49Q 49R 49S 58 and 168B of and the Thirteenth Schedule to the predecessor Ordinance (so far as they relate to a redemption or purchase by a listed company of its own shares) as in force immediately before their repeal continue to apply in relation to an authorization that was in force under section 49BA 49E(2) or 49F(3) of the predecessor Ordinance immediately before the commencement date# of Division 4 of Part 5
(2) Sections 49 to 49S and 58 of the predecessor Ordinance (so far as they relate to a redemption or purchase by an unlisted company of its own shares) as in force immediately before their repeal continue to apply in relation to an authorization or approval that was in force under section 49D 49E(3) or 49F(2) of the predecessor Ordinance immediately before the commencement date# of Division 4 of Part 5
(3) Division 4 of Part 5 does not apply to a redemption or purchase by a company of its own shares under an authorization or approval referred to in subsection (1) or (2)
44 生效日期#前发行赎回股份
1991年9月1日前发行赎回优先股该日期日第234条生效日期#前发行赎回股份均条例赎回
44 Redeemable shares issued before commencement date#
Any redeemable preference shares issued before 1 September 1991 and any redeemable shares issued on or after that date but before the commencement date# of section 234 may be redeemed in accordance with this Ordinance
45 公司没赎回回购股份果
第271272条适1991年9月1日前发行赎回优先股
45 Effect of company’s failure to redeem or buy back
Sections 271 and 272 do not apply to any redeemable preference shares issued before 1 September 1991
46 非市公司购入身股份资助
(1) 紧接废前效前身条例第47A48条(该等条文关非市公司提供资助范围)继续非市公司提供资助适前提前身条例第47E(6)条指董事陈述书第5部第5分部生效日期#前作出
(2) 第5部第5分部适第(1)款提述提供资助
46 Financial assistance by unlisted company for acquisition of its own shares
(1) Sections 47A to 48 of the predecessor Ordinance (so far as they relate to the giving of financial assistance by an unlisted company) as in force immediately before their repeal continue to apply to the giving of financial assistance by an unlisted company if the directors’ statement under section 47E(6) of the predecessor Ordinance was made before the commencement date# of Division 5 of Part 5
(2) Division 5 of Part 5 does not apply to the giving of financial assistance referred to in subsection (1)
47 指明报章
政务司司长根第203(2)条宪报刊登中文报章英文报章名单前根前身条例第71A(3)(a)条刊登份报章名单指明中文报章英文报章第5部言须视指明中文报章指明英文报章(视属情况定)
47 Specified newspapers
Until the Chief Secretary for Administration publishes a list of Chinese language newspapers and English language newspapers in the Gazette under section 203(2) a Chinese language newspaper or an English language newspaper specified in the list of newspapers last published under section 71A(3)(a) of the predecessor Ordinance is taken to be a specified Chinese language newspaper or a specified English language newspaper (as the case may be) for the purposes of Part 5
第6部
Part 6
第6部作渡性安排保留安排
Transitional and Saving Arrangements for Part 6
48 某分派前身条例作保留
(1) 第(2)款规限紧接废前效前身条例第IIA部继续适第295(2)条指明分派第6部适该项分派
(2) 述第IIA部适犹 ——
(a) 前身条例第79A(1)条分发定义中(b)段已加入 ——
(ca) 公司条例(第622章)第5部第4分部资(包括发行新股份收益)未实现利润中拨款赎回回购该公司股份
(cb) 公司根公司条例(第622章)第283284285条成员提供资助
(b) 前身条例第79J(2)条中(a)段已加入 ——
(ba) 符合说明资助 ——
(i) 公司违反公司条例(第622章)第5部第5分部情况予
(ii) 予该资助会减少公司净资产增加公司净债务
(c) 前身条例第79M(2)条中 ——
(i) (a)段中已删
(ii) (a)段已加入 ——
(ba) 公司违反公司条例(第622章)第275条情况予资助
48 Saving of predecessor Ordinance for certain distribution
(1) Subject to subsection (2) Part IIA of the predecessor Ordinance as in force immediately before its repeal continues to apply to a distribution specified in section 295(2) to which Part 6 does not apply
(2) That Part IIA applies as if—
(a) in section 79A(1) of the predecessor Ordinance in the definition of distribution the following had been added after paragraph (b)—
(ca) the redemption or buyback of any shares in the company out of capital (including the proceeds of any fresh issue of shares) or out of unrealized profits in accordance with Division 4 of Part 5 of the Companies Ordinance (Cap 622)
(cb) financial assistance given by the company to a member under section 283 284 or 285 of the Companies Ordinance (Cap 622)
(b) in section 79J(2) of the predecessor Ordinance the following had been added after paragraph (a)—
(ba) financial assistance—
(i) that is given by the company in contravention of Division 5 of Part 5 of the Companies Ordinance (Cap 622) and
(ii) the giving of which reduces the company’s net assets or increases its net liabilities and
(c) in section 79M(2) of the predecessor Ordinance—
(i) in paragraph (a) the word or had been deleted and
(ii) the following had been added after paragraph (a)—
(ba) financial assistance given by a company in contravention of section 275 of the Companies Ordinance (Cap 622)
49 章程细中某较旧条文保留条文
紧接1991年9月1日前公司章程细条文批准公司运未实现利润支付未发行股份全部部分股款该股份作全部部分缴付股款红股配发予成员该条文继续(章程细修改外)作该日期运该利润权限
49 Saving for certain older provisions in articles
If immediately before 1 September 1991 a company was authorized by a provision of its articles to apply its unrealized profits in paying up in full or in part unissued shares to be allotted to the members as fully or partly paid bonus shares that provision continues (subject to any alteration of the articles) as authority for those profits to be so applied after that date
第7部
Part 7
第7部作渡性安排保留安排
Transitional and Saving Arrangements for Part 7
50 债权证持登记册
第308条生效日期#日根前身条例第74A条备存债权证持登记册须视根第308条备存债权证持登记册
50 Register of debenture holders
On and after the commencement date# of section 308 a register of holders of debentures kept under section 74A of the predecessor Ordinance is to be regarded as a register of debenture holders kept under section 308
51 备存债权证持登记册方通知处长
紧接废前效前身条例第74A(4)条继续责适：第309条生效日期#前产生根前身条例第74A(3)条通知送交处长责
51 Notifying Registrar of place where register of debenture holders is kept
Section 74A(4) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an obligation to send notice to the Registrar that arose before the commencement date# of section 309 under section 74A(3) of the predecessor Ordinance
52 查阅债权证持登记册权利
紧接废前效前身条例第75(1)(4)(5)(6)348C(3)条继续求适：公司第310条生效日期#前收关查阅债权证持登记册求
52 Right to inspect register of debenture holders
Sections 75(1) (4) (5) and (6) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 310 for inspecting a register of debenture holders
53 获提供债权证持登记册文权利
紧接废前效前身条例第75(2)(4)(5)348C(3)条继续求适：公司第310条生效日期#前收关获提供债权证持登记册(部分)文求
53 Right to obtain copy of register of debenture holders
Sections 75(2) (4) and (5) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 310 for a copy of a register of debenture holders (or any part of it)
54 提供信讬契文件求
紧接废前效前身条例第75(3)(4)(5)条继续求适：公司第310条生效日期#前收关获提供保证债权证发行信讬契文件文求
54 Request for copy of trust deed or other document
Section 75(3) (4) and (5) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a request received by the company before the commencement date# of section 310 for a copy of any trust deed or any other document securing any issue of debentures
55 公司闭封债权证持登记册
第311条生效日期#前已前身条例第99(1)条目发出通知紧接废前效前身条例第99条继续闭封债权证持登记册事适
55 Company to close register of debenture holders
Section 99 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a closure of a register of debenture holders if the notice for the purposes of section 99(1) of the predecessor Ordinance was given before the commencement date# of section 311
56 配发申报书
第316条适该条生效日期#日配发债权证债权股证
56 Return of allotment
Section 316 applies to debentures or debenture stock allotted on or after the commencement date# of that section
57 配发登记
第317条适该条生效日期#日配发债权证债权股证
57 Registration of allotment
Section 317 applies to debentures or debenture stock allotted on or after the commencement date# of that section
58 配发发出债权证债权股证证明书
紧接废前效前身条例第70条(该条关债权证债权股证配发范围)继续第318319条生效日期#前配发债权证债权股证适
58 Issue of debenture or certificate for debenture stock on allotment
Section 70 of the predecessor Ordinance (so far as it relates to an allotment of debentures or debenture stock) as in force immediately before its repeal continues to apply in relation to debentures or debenture stock allotted before the commencement date# of sections 318 and 319
59 登记转拒绝登记
紧接废前效前身条例第69条(该条关债权证债权股证转范围)继续第321条生效日期#前提交债权证债权股证转书适
59 Registration of transfer or refusal of registration
Section 69 of the predecessor Ordinance (so far as it relates to a transfer of debentures or debenture stock) as in force immediately before its repeal continues to apply in relation to a transfer of debentures or debenture stock lodged before the commencement date# of section 321
60 转发出债权证债权股证证明书
紧接废前效前身条例第70条(该条关债权证债权股证转范围)继续第323324条生效日期#前提交债权证债权股证转书适
60 Issue of debenture or certificate for debenture stock on transfer
Section 70 of the predecessor Ordinance (so far as it relates to a transfer of debentures or debenture stock) as in force immediately before its repeal continues to apply in relation to a transfer of debentures or debenture stock lodged before the commencement date# of sections 323 and 324
61 债权证持会议
紧接废前效前身条例第75A113114B114C114D(2)114E条继续事宜适：第331条生效日期#前提出关举行债权证持会议请求关债权证持会议
61 Meeting of debenture holders
Sections 75A 113 114B 114C 114D(2) and 114E of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a requisition made before the commencement date# of section 331 for a meeting of debenture holders and to any relevant meeting of debenture holders
第8部
Part 8
第8部作渡性安排保留安排
Transitional and Saving Arrangements for Part 8
62 释义
(1) 部中交付登记份关某项押记文书副核证真实副属核证副 ——
(a) ——
(i) 交付该副登记公司根前身条例第XI部注册非香港公司董事公司秘书
(ii) 该公司非香港公司目授权
(b) ——
(i) 拥该项押记权益
(ii) ——
(A) 拥权益然该拥权益目授权
(B) 拥权益法团体该拥权益目授权该拥权益董事公司秘书
(2) 部中提述根前身条例第XI部注册非香港公司已押记财产提述 ——
(a) 该公司香港境受该公司设定押记规限财产包括设立该项押记时香港境财产
(b) 该公司香港境财产该公司取该财产时该财产已受某项押记规限该公司取该财产时该财产香港境包括该财产
62 Interpretation
(1) In this Part a copy of an instrument in relation to a charge delivered for registration is a certified copy if it is certified as a true copy—
(a) by—
(i) a director or company secretary of the company or of the nonHong Kong company registered under Part XI of the predecessor Ordinance delivering the copy for registration or
(ii) a person authorized by that company or nonHong Kong company for the purpose or
(b) by—
(i) any other person interested in the charge or
(ii) in the case of—
(A) an interested person who is a natural person a person authorized by the interested person for the purpose or
(B) an interested person that is a body corporate a person authorized by the interested person for the purpose or a director or company secretary of the interested person
(2) In this Part a reference to the charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance is a reference to—
(a) the property in Hong Kong of the company and subject to a charge created by the company except property that was not in Hong Kong when the charge was created or
(b) the property in Hong Kong of the company and subject to a charge that subsisted when the property was acquired by the company except property that was not in Hong Kong when it was so acquired
63 公司设立押记
(1) 某项押记符合说明条适该项押记 ——
(a) 前身条例第80条废前公司设立该项押记
(b) 该条规定该项押记须予登记
(2) 符合第(4)款规定紧接废前效前身条例第8081条继续述押记适
(3) 符合附表第68条规定紧接废前效前身条例第83(2)条继续述押记适
(4) 第8部第2分部生效日期#8星期期间终结起 ——
(a) 述第80条关押记适犹 ——
(i) 该条第(1)款中非该项押记详情(该等详情须包括第(1A)款指明详情须指明格式述明)设定证明该项押记关文书(话)字句已非关该项押记详情陈述(格式须公司条例(第622章)第335(1)条目指明格式相)连设立该项押记证明该项押记设立文书(话)核证副取代
(ii) 该条第(1A)款已删
(iii) 该条第(3)款中设定证明该项押记文书副(副订明方式核实)交付处长处长接获条言该份文书交付处长处长接获般效外字句已删
(iv) 该条第(3)款中该项押记详情文书副字句已关该项押记详情陈述关文书核证副取代
(v) 该条第(3)款中该等详情文书副字句已该文书核证副 取代
(vi) 该条第(4)款中文书字句已文书核证副取代
(vii) 该条第(7)款中书前字句已(该项押记藉提述某文书予)该文书签立(没该文书)该债权证系列首份债权证签立5星期关该项押记详情陈述(格式须公司条例(第622章)第335(2)条目指明格式相)连该文书核证副(没该文书)该系列份债权证核证副交付处长处长接获条言属足够︰取代
(viii) 该条第(7)款书中次发行日期款额等详情字句已关次发行债权证详情陈述(格式须公司条例(第622章)第341(2)条目指明格式相)取代
(ix) 该条第(8)款中详情须包括支付予佣金额佣金率折扣额折扣率津贴额津贴率详情字句已陈述须附关该佣金津贴折扣详情陈述(格式须公司条例(第622章)第342(2)条目指明格式相)取代
(b) 述第81条关押记适犹 ——
(i) 该条第(1)款中设定项押记详情系列债权证次发行详情(该等详情根第80条规定予登记)字句已根第80(1)(7)(8)条规定陈述某份文书债权证核证副述两者取代
(ii) 该条第(1)款中等押记字句已等陈述核证副(视属情况定)取代
(iii) 该条第(3)款中设定押记详情系列债权证次发行详情(须前述规定予登记)字句已根第(1)款须送交处长登记陈述核证副取代
63 Charge created by company
(1) This section applies to a charge if—
(a) before section 80 of the predecessor Ordinance was repealed a company created the charge and
(b) the charge was required by that section to be registered
(2) Subject to subsection (4) sections 80 and 81 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the charge
(3) Subject to section 68 of this Schedule section 83(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the charge
(4) On the expiry of the period of 8 weeks after the commencement date# of Division 2 of Part 8—
(a) that section 80 applies in relation to the charge as if—
(i) in subsection (1) of that section the words the particulars of the charge (which must include those specified in subsection (1A) and be in the specified form) together with the instrument if any by which the charge is created or evidenced had been substituted by the words a statement of the particulars of the charge (in the same form as that specified for the purposes of section 335(1) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument (if any) creating or evidencing the charge
(ii) subsection (1A) of that section had been deleted
(iii) in subsection (3) of that section the words the delivery to and the receipt by the Registrar of a copy verified in the prescribed manner of the instrument by which the charge is created or evidenced shall have the same effect for the purposes of this section as the delivery and receipt of the instrument itself and had been deleted
(iv) in subsection (3) of that section the words the instrument or copy had been substituted by the words a certified copy of the instrument
(v) in subsection (3) of that section the words the particulars and instrument or copy had been substituted by the words the statement and a certified copy of the instrument
(vi) in subsection (4) of that section the words the instrument had been substituted by the words a certified copy of the instrument
(vii) in subsection (7) of that section the words after 5 weeks after the execution of the and before the proviso had been substituted by the words instrument by reference to which the charge is given or if there is no such instrument after the execution of the first debenture of the series a statement of the particulars of the charge (in the same form as that specified for the purposes of section 335(2) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument by reference to which the charge is given or if there is no such instrument any one debenture of the series
(viii) in subsection (7) of that section in the proviso the words particulars of the date and amount of each issue had been substituted by the words a statement of the particulars of every issue (in the same form as that specified for the purposes of section 341(2) of the Companies Ordinance (Cap 622)) and
(ix) in subsection (8) of that section the words the particulars required to be sent for registration under this section shall include particulars as to the amount or rate per cent of the commission discount or allowance so paid or made had been substituted by the words a statement required to be sent for registration under this section must be accompanied by a statement of the particulars of the commission allowance or discount (in the same form as that specified for the purposes of section 342(2) of the Companies Ordinance (Cap 622)) and
(b) that section 81 applies in relation to the charge as if—
(i) in subsection (1) of that section the words the particulars of every charge created by the company and of the issues of debentures of a series requiring registration under section 80 had been substituted by the words the statement or a certified copy of the instrument or debenture or both as required under section 80(1) (7) or (8)
(ii) in subsection (1) of that section the words any such charge had been substituted by the words any such statement or certified copy (as the case may be) and
(iii) in subsection (3) of that section the words the particulars of any charge created by the company or of the issues of debentures of a series requiring registration as aforesaid had been substituted by the words the statement or certified copy that the company is required under subsection (1) to do so
64 非香港公司设立押记
(1) 某项押记符合说明条适该项押记 ——
(a) 前身条例第80条废前根前身条例第XI部注册非香港公司已设立该项押记
(b) 前身条例第91条引伸适该第80条规定该项押记须予登记
(2) 符合第(4)款规定紧接废前效前身条例第8081条继续效前身条例第91条述押记适
(3) 符合附表第68条规定紧接废前效前身条例第83(2)条继续效前身条例第91条述押记适
(4) 第8部第2分部生效日期#8 星期期间终结起 ——
(a) 述第80条关押记适犹 ——
(i) 该条第(1)款中非该项押记详情(该等详情须包括第(1A)款指明详情须指明格式述明)设定证明该项押记关文书( 话)字句已非关该项押记详情陈述(格式须公司条例(第622章)第336(1)条目指明格式相)连设立该项押记证明该项押记设立文书(话)核证副取代
(ii) 该条第(1A)款已删
(iii) 该条第(7)款中书前字句已(该项押记藉提述某文书予)该文书签立( 没该文书)该债权证系列首份债权证签立5星期关该项押记详情陈述(格式须公司条例(第622章)第336(2)条目指明格式相)连该文书核证副(没该文书)该系列份债权证核证副交付处长处长接获条言属足够︰ 取代
(iv) 该条第(7)款书中次发行日期款额等详情字句已关次发行债权证详情陈述(格式须公司条例(第622章)第341(2)条目指明格式相)取代
(v) 该条第(8)款中详情须包括支付予佣金额佣金率折扣额折扣率津贴额津贴率详情字句已陈述须附关该佣金津贴折扣详情陈述(格式须公司条例(第622章)第342(2)条目指明格式相)取代
(b) 述第81条关押记适犹 ——
(i) 该条第(1)款中设定项押记详情系列债权证次发行详情(该等详情根第80条规定予登记)字句已根第80(1)(7)(8)条规定陈述某份文书债权证核证副述两者取代
(ii) 该条第(1)款中等押记 字句已等陈述核证副( 视属情况定)取代
(iii) 该条第(3)款中设定押记详情系列债权证次发行详情(须前述规定予登记)字句已根第(1)款须送交处长登记陈述核证副取代
64 Charge created by nonHong Kong company
(1) This section applies to a charge if—
(a) before section 80 of the predecessor Ordinance was repealed a nonHong Kong company registered under Part XI of the predecessor Ordinance created the charge and
(b) the charge was required by that section as extended by section 91 of the predecessor Ordinance to be registered
(2) Subject to subsection (4) sections 80 and 81 of the predecessor Ordinance as in force immediately before their repeal continue to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the charge
(3) Subject to section 68 of this Schedule section 83(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the charge
(4) On the expiry of the period of 8 weeks after the commencement date# of Division 2 of Part 8—
(a) that section 80 applies in relation to the charge as if—
(i) in subsection (1) of that section the words the particulars of the charge (which must include those specified in subsection (1A) and be in the specified form) together with the instrument if any by which the charge is created or evidenced had been substituted by the words a statement of the particulars of the charge (in the same form as that specified for the purposes of section 336(1) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument (if any) creating or evidencing the charge
(ii) subsection (1A) of that section had been deleted
(iii) in subsection (7) of that section the words after 5 weeks after the execution of the and before the proviso had been substituted by the words instrument by reference to which the charge is given or if there is no such instrument after the execution of the first debenture of the series a statement of the particulars of the charge (in the same form as that specified for the purposes of section 336(2) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument by reference to which the charge is given or if there is no such instrument any one debenture of the series
(iv) in subsection (7) of that section in the proviso the words particulars of the date and amount of each issue had been substituted by the words a statement of the particulars of every issue (in the same form as that specified for the purposes of section 341(2) of the Companies Ordinance (Cap 622)) and
(v) in subsection (8) of that section the words the particulars required to be sent for registration under this section shall include particulars as to the amount or rate per cent of the commission discount or allowance so paid or made had been substituted by the words a statement required to be sent for registration under this section must be accompanied by a statement of the particulars of the commission allowance or discount (in the same form as that specified for the purposes of section 342(2) of the Companies Ordinance (Cap 622)) and
(b) that section 81 applies in relation to the charge as if—
(i) in subsection (1) of that section the words the particulars of every charge created by the company and of the issues of debentures of a series requiring registration under section 80 had been substituted by the words the statement or a certified copy of the instrument or debenture or both as required under section 80(1) (7) or (8)
(ii) in subsection (1) of that section the words any such charge had been substituted by the words any such statement or certified copy (as the case may be) and
(iii) in subsection (3) of that section the words the particulars of any charge created by the company or of the issues of debentures of a series requiring registration as aforesaid had been substituted by the words the statement or certified copy that the nonHong Kong company is required under subsection (1) to do so
65 公司取财产原押记
(1) 某项押记符合说明条适该项押记 ——
(a) 前身条例第82条废前公司取受该项押记规限财产
(b) 该条规定该项押记须予登记
(2) 符合第(4)款规定紧接废前效前身条例第82条继续述押记适
(3) 符合附表第68条规定紧接废前效前身条例第83(2)条继续述押记适
(4) 第8部第3分部生效日期#8星期期间终结起述第82条关押记适犹 ——
(a) 该条第(1)款中该项押记详情(该等详情须包括第80(1A)条指明详情须指明格式述明)连设定证明该项押记文书(话)副份(订明方式核证正确副)字句已关该项押记详情陈述(格式须公司条例(第622章)第338(2)条目指明格式相)连设立该项押记证明该项押记设立文书(话)核证副取代
(b) 该条第(1)款书中该项押记详情文书副字句已该陈述该文书核证副取代
(c) 该条第(1)款书中副字句已核证副取代
65 Charge existing on property acquired by company
(1) This section applies to a charge if—
(a) before section 82 of the predecessor Ordinance was repealed a company acquired any property subject to the charge and
(b) the charge was required by that section to be registered
(2) Subject to subsection (4) section 82 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the charge
(3) Subject to section 68 of this Schedule section 83(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the charge
(4) On the expiry of the period of 8 weeks after the commencement date# of Division 3 of Part 8 that section 82 applies in relation to the charge as if—
(a) in subsection (1) of that section the words the particulars of the charge (which must include those specified in section 80(1A) and be in the specified form) together with a copy (certified in the prescribed manner to be a correct copy) of the instrument if any by which the charge was created or is evidenced had been substituted by the words a statement of the particulars of the charge (in the same form as that specified for the purposes of section 338(2) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument (if any) creating or evidencing the charge
(b) in subsection (1) of that section in the proviso the words which the copy had been substituted by the words which the certified copy and
(c) in subsection (1) of that section in the proviso the words the particulars and the copy of the instrument had been substituted by the words the statement and certified copy
66 非香港公司取财产原押记
(1) 某项押记符合说明条适该项押记 ——
(a) 前身条例第82条废前根前身条例第XI部注册非香港公司取受该项押记规限财产
(b) 前身条例第91条引伸适该第82条规定该项押记须予登记
(2) 符合第(4)款规定紧接废前效前身条例第82条继续效前身条例第91条述押记适
(3) 符合附表第68条规定紧接废前效前身条例第83(2)条继续效前身条例第91条述押记适
(4) 第8部第3分部生效日期#8星期期间终结起述第82条关押记适犹该条第(1)款中该项押记详情(该等详情须包括第80(1A)条指明详情须指明格式述明)连设定证明该项押记文书(话) 副份(订明方式核证正确副)字句已关该项押记详情陈述(格式须公司条例(第622章)第339(3)条目指明格式相)连设立该项押记证明该项押记设立文书(话) 核证副取代
66 Charge existing on property acquired by nonHong Kong company
(1) This section applies to a charge if—
(a) before section 82 of the predecessor Ordinance was repealed a nonHong Kong company registered under Part XI of the predecessor Ordinance acquired any property subject to the charge and
(b) the charge was required by that section as extended by section 91 of the predecessor Ordinance to be registered
(2) Subject to subsection (4) section 82 of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the charge
(3) Subject to section 68 of this Schedule section 83(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the charge
(4) On the expiry of the period of 8 weeks after the commencement date# of Division 3 of Part 8 that section 82 applies in relation to the charge as if in subsection (1) of that section the words the particulars of the charge (which must include those specified in section 80(1A) and be in the specified form) together with a copy (certified in the prescribed manner to be a correct copy) of the instrument if any by which the charge was created or is evidenced had been substituted by the words a statement of the particulars of the charge (in the same form as that specified for the purposes of section 339(3) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument (if any) creating or evidencing the charge
67 非香港公司根前身条例第XI 部注册日期已财产设立押记
(1) 某项押记符合说明条适该项押记 ——
(a) 前身条例第91(5)条废前非香港公司根前身条例第XI部注册日期香港境受该项押记规限财产
(b) 该条规定该项押记须予登记
(2) 符合第(4)款规定紧接废前效前身条例第91(5)(6)条继续述押记适
(3) 符合附表第68条规定紧接废前效前身条例第83(2)条继续述押记适
(4) 第8部第3分部生效日期#8星期期间终结起述第91(5)条关押记适犹部提须该类押记登记详情(包括该押记藉设定获证明文书副)指明格式交付处长登记字句已字句取代 ——
文件交付处长登记 ——
(a) 两项文件中 ——
(i) 关该项押记详情陈述(格式须公司条例(第622章)第340(2)条目指明格式相)连设立该项押记证明该项押记设立文书(话)核证副
(ii) 关该项押记详情陈述(格式须公司条例(第622章)第340(3)条目指明格式相)连(该项押记藉提述某文书予)该文书核证副(没该文书)关债权证系列份债权证核证副
(b) (适话)符合根公司条例(第622章)附表11第64(4)(a)(iv)(v)条具持续效力第80(7)条书第80(8)条规定陈述
67 Charge existing on property on date of nonHong Kong company’s registration under Part XI of predecessor Ordinance
(1) This section applies to a charge if—
(a) before section 91(5) of the predecessor Ordinance was repealed a nonHong Kong company had on the date of its registration under Part XI of the predecessor Ordinance property in Hong Kong subject to the charge and
(b) the charge was required by that section to be registered
(2) Subject to subsection (4) section 91(5) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the charge
(3) Subject to section 68 of this Schedule section 83(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the charge
(4) On the expiry of the period of 8 weeks after the commencement date# of Division 3 of Part 8 that section 91(5) applies in relation to the charge as if the words for registration the particulars in the specified form (including any instrument or its copy by which the charge was created or is evidenced) that are mentioned in this Part as requiring registration in respect of a charge of that kind had been substituted by the words—
for registration—
(a) either or both of the following—
(i) a statement of the particulars of the charge (in the same form as that specified for the purposes of section 340(2) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument (if any) creating or evidencing the charge
(ii) a statement of the particulars of the charge (in the same form as that specified for the purposes of section 340(3) of the Companies Ordinance (Cap 622)) together with a certified copy of the instrument by reference to which the charge is given or if there is no such instrument any one debenture of the series and
(b) (if applicable) the statement as required under the proviso to section 80(7) or (8) having a continuing effect under section 64(4)(a)(iv) or (v) of Schedule 11 to the Companies Ordinance (Cap 622)
68 押记登记证明书
紧接废前效前身条例第83(2)条 ——
(a) 继续附表第6365条适押记适
(b) 继续效前身条例第91条附表第646667条适押记适
犹部字句已根公司条例(第622章)附表11具持续效力部取代
68 Certificates on registration of charge
Section 83(2) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to a charge to which section 63 or 65 of this Schedule applies and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to a charge to which section 64 66 or 67 of this Schedule applies
as if the words this Part (wherever appearing) had been substituted by the words this Part having a continuing effect under Schedule 11 to the Companies Ordinance (Cap 622)
69 关清偿解记项
紧接废前效前身条例第85条 ——
(a) 继续第8部第5分部生效日期#前公司承关押记享权利该第85条目提出申请适
(b) 继续效前身条例第91条该生效日期#前根前身条例第XI部注册非香港公司承关押记享权利该第85条目提出申请适
69 Entries of satisfaction and release
Section 85 of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an application made by a company the mortgagee or the person entitled to the charge before the commencement date# of Division 5 of Part 8 for the purposes of that section 85 and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an application made by a nonHong Kong company registered under Part XI of the predecessor Ordinance the mortgagee or the person entitled to the charge before that commencement date# for the purposes of that section 85
70 登记时限延展押记登记册更正
紧接废前效前身条例第86条 ——
(a) 继续第346347条生效日期#前公司利害关系该第86条目提出申请适
(b) 继续效前身条例第91条该生效日期#前根前身条例第XI部注册非香港公司利害关系该第86条目提出申请适
70 Extension of time for registration and rectification of register of charges
Section 86 of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an application made by a company or any person interested before the commencement date# of sections 346 and 347 for the purposes of that section 86 and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an application made by a nonHong Kong company registered under Part XI of the predecessor Ordinance or any person interested before that commencement date# for the purposes of that section 86
71 接理等委事通知处长
(1) 情况条适：前身条例第87条废前 ——
(a) 某公司财产根前身条例第XI部注册非香港公司已押记财产委接理该第87条第(1)款适该项委
(b) 某取委述接理命令
(c) 某承身分公司财产根前身条例第XI部注册非香港公司已押记财产行权
(d) 某公司财产根前身条例第XI部注册非香港公司已押记财产获委接理根该第87条第(1)款须该作出通知该停接理
(e) 某(c)段述根该第87条第(2)款须该作出通知该关财产
(f) 根该第87条第(1)(2)款作出通知详情更改
(2) 属第(1)(a)(b)款情况紧接废前效前身条例第87(1)(3)(6)(7)(8)条 ——
(a) 继续关公司财产作出委适
(b) 继续效前身条例第91条关根前身条例第XI部注册非香港公司已押记财产作出委适
(3) 属第(1)(c)款情况紧接废前效前身条例第87(2)(3)(6)(7)条 ——
(a) 继续公司财产行权事宜适
(b) 继续效前身条例第91条根前身条例第XI部注册非香港公司已押记财产行权事宜适
(4) 属第(1)(d)款情况紧接废前效前身条例第87(4)(6)(7)(8)条 ——
(a) 继续停公司财产接理事宜适
(b) 继续效前身条例第91条停根前身条例第XI部注册非香港公司已押记财产接理事宜适
(5) 属第(1)(e)款情况紧接废前效前身条例第87(4)(6)(7)条 ——
(a) 继续公司财产事宜适
(b) 继续效前身条例第91条根前身条例第XI部注册非香港公司已押记财产事宜适
(6) 属第(1)(f)款情况紧接废前效前身条例第87(5)(6)(7)(8)条 ——
(a) 继续详情更改适：委公司财产接理关连情况予详情某承身分该财产行权关连情况予详情
(b) 继续效前身条例第91条详情更改适：委根前身条例第XI部注册非香港公司已押记财产接理关连情况予详情某承身分该财产行权关连情况予详情
71 Notice to Registrar of appointment of receiver or manager etc
(1) This section applies if before section 87 of the predecessor Ordinance was repealed—
(a) a person made an appointment of a receiver or manager of the property of a company or the charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance to which subsection (1) of that section 87 applied
(b) a person obtained an order for the appointment of such a receiver or manager
(c) a person entered into possession of the property of a company or the charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance as mortgagee
(d) a person who was appointed as receiver or manager of the property of a company or the charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance and in respect of whom notice was required to be given under subsection (1) of that section 87 ceased to act as receiver or manager
(e) a person who is mentioned in paragraph (c) and in respect of whom notice was required to be given under subsection (2) of that section 87 went out of possession of the property or
(f) any change occurred in the particulars given in a notice under subsection (1) or (2) of that section 87
(2) In the case of subsection (1)(a) or (b) section 87(1) (3) (6) (7) and (8) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an appointment for a property of a company and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an appointment for a charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance
(3) In the case of subsection (1)(c) section 87(2) (3) (6) and (7) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an entry into possession of a property of a company and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an entry into possession of a charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance
(4) In the case of subsection (1)(d) section 87(4) (6) (7) and (8) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to the ceasing to act as receiver or manager of a property of a company and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the ceasing to act as receiver or manager of a charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance
(5) In the case of subsection (1)(e) section 87(4) (6) and (7) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to the going out of possession of a property of a company and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to the going out of possession of a charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance
(6) In the case of subsection (1)(f) section 87(5) (6) (7) and (8) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to a change that occurred in the particulars given in connection with an appointment of a receiver or manager of or an entry into possession as mortgagee of a property of a company and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to a change that occurred in the particulars given in connection with an appointment of a receiver or manager of or an entry into possession as mortgagee of a charged property of a nonHong Kong company registered under Part XI of the predecessor Ordinance
72 押记登记册
第352条生效日期#日 ——
(a) 根前身条例第89条备存押记登记册须视根第352(1)条备存押记登记册
(b) 前身条例第91条根该条例第89条备存押记登记册须视根第353(1)条备存押记登记册
72 Register of charges
On and after the commencement date# of section 352—
(a) a register of charges kept under section 89 of the predecessor Ordinance is to be regarded as a register of charges kept under section 352(1) and
(b) a register of charges kept by virtue of section 91 of the predecessor Ordinance under section 89 of that Ordinance is to be regarded as a register of charges kept under section 353(1)
73 通知处长备存设定押记文书点
紧接废前效前身条例第88(4)条 ——
(a) 继续公司责适：第351条生效日期#前产生根前身条例第88(3)条处长送交通知书责
(b) 继续效前身条例第91条根前身条例第XI部注册非香港公司责适：该生效日期#前产生根前身条例第88(3)条处长送交通知书责
73 Notifying Registrar of place where copies of instruments creating charges are kept
Section 88(4) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an obligation of a company to send notice to the Registrar under section 88(3) of the predecessor Ordinance that arose before the commencement date# of section 351 and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an obligation of a nonHong Kong company registered under Part XI of the predecessor Ordinance to send notice to the Registrar under section 88(3) of the predecessor Ordinance that arose before that commencement date#
74 通知处长备存押记登记册点
紧接废前效前身条例第89(4)(5)条 ——
(a) 继续公司责适：第354条生效日期#前产生根前身条例第89(3)条处长送交通知书责
(b) 继续效前身条例第91条根前身条例第XI部注册非香港公司责适：该生效日期#前产生根前身条例第89(3)条处长送交通知书责
74 Notifying Registrar of place where register of charges is kept
Section 89(4) and (5) of the predecessor Ordinance as in force immediately before its repeal—
(a) continues to apply in relation to an obligation of a company to send notice to the Registrar under section 89(3) of the predecessor Ordinance that arose before the commencement date# of section 354 and
(b) continues to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to an obligation of a nonHong Kong company registered under Part XI of the predecessor Ordinance to send notice to the Registrar under section 89(3) of the predecessor Ordinance that arose before that commencement date#
75 查阅设定押记文书文押记登记册权利
紧接废前效前身条例第90348C(3)条 ——
(a) 继续求适：公司第355条生效日期#前收关查阅押记登记册设定押记文书文求
(b) 继续效前身条例第91条求适：根前身条例第XI部注册非香港公司该生效日期#前收关查阅押记登记册设定押记文书文求
75 Right to inspect copies of instruments creating charges and register of charges
Sections 90 and 348C(3) of the predecessor Ordinance as in force immediately before their repeal—
(a) continue to apply in relation to a request received by a company before the commencement date# of section 355 for inspecting a register of charges or copies of instruments creating a charge and
(b) continue to apply by virtue of section 91 of the predecessor Ordinance as so in force in relation to a request received by a nonHong Kong company registered under Part XI of the predecessor Ordinance before that commencement date# for inspecting a register of charges or copies of instruments creating a charge
第9部
Part 9
第9部作渡性安排保留安排
Transitional and Saving Arrangements for Part 9
76 帐簿
紧接废前效前身条例第121348C条继续帐簿适：关第9部第4分部第2次分部生效日期#前开始该生效日期#日终结财政年度帐簿
76 Books of account
Sections 121 and 348C of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to books of account for a financial year beginning before the commencement date# of Subdivision 2 of Division 4 of Part 9 and ending on or after that commencement date#
77 财政年度相关事宜
紧接废前效前身条例第127141D条附表11继续财政年度适：第9部第3分部生效日期#前开始该生效日期#日终结财政年度
77 Financial year and related matters
Sections 127 and 141D of and the Eleventh Schedule to the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a financial year beginning before the commencement date# of Division 3 of Part 9 and ending on or after that commencement date#
78 帐目董事报告书
(1) 紧接废前效前身条例第122123124125126128129129A129B129C129D129G141C161 161A161B161BA161BB条附表10继续帐目适：关第9部第4分部第3次分部生效日期#前开始该生效日期#日终结财政年度帐目
(2) 第(1)款规定紧接废前效前身条例第122(1B)条继续关第9部第4分部第3次分部生效日期#前开始该生效日期#日终结财政年度帐目适犹该条(b)段已略
(3) 原讼法庭根第(2)款具持续效力前身条例第122(1B)条作出命令关会议提交帐目涵盖期间日须第369(1)(b)条指初始会计参日
(4) 紧接废前效前身条例第129D129E129F141C条继续董事报告书适：关第9部第4分部第4次分部生效日期#前开始该生效日期#日终结财政年度董事报告书
78 Accounts and directors’ report
(1) Sections 122 123 124 125 126 128 129 129A 129B 129C 129D 129G 141C 161 161A 161B 161BA and 161BB of and the Tenth Schedule to the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to accounts for a financial year beginning before the commencement date# of Subdivision 3 of Division 4 of Part 9 and ending on or after that commencement date#
(2) Despite subsection (1) section 122(1B) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to accounts for a financial year beginning before the commencement date# of Subdivision 3 of Division 4 of Part 9 and ending on or after that commencement date# as if paragraph (b) of that section were omitted
(3) If the Court makes an order under section 122(1B) of the predecessor Ordinance having a continuing effect under subsection (2) the accounts to be laid at the meeting concerned must be made up to the company’s primary accounting reference date under section 369(1)(b)
(4) Sections 129D 129E 129F and 141C of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a directors’ report for a financial year beginning before the commencement date# of Subdivision 4 of Division 4 of Part 9 and ending on or after that commencement date#
79 核数师委
(1) 紧接废前效前身条例第131(1)(2)(3)(4)(9)132140条继续委适：第9部第5分部第2次分部生效日期#前开始该生效日期#日终结财政年度作出核数师委
(2) 紧接废前效前身条例第131(8)条附表10第15段继续适：第9部第5分部第2次分部生效日期#前开始该生效日期#日终结财政年度获委核数师
79 Appointment of auditor
(1) Sections 131(1) (2) (3) (4) and (9) 132 and 140 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to an appointment of auditor for a financial year beginning before the commencement date# of Subdivision 2 of Division 5 of Part 9 and ending on or after that commencement date#
(2) Section 131(8) of and paragraph 15 of the Tenth Schedule to the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a person appointed as auditor for a financial year beginning before the commencement date# of Subdivision 2 of Division 5 of Part 9 and ending on or after that commencement date#
80 核数师报告书
(1) 紧接废前效前身条例第141(1)(2)(3)(4)(5)(6)161(8)161B(12)条继续财政年度适：第9部第5分部第3次分部生效日期#前开始该生效日期#日终结财政年度
(2) 紧接废前效前身条例第141(7)(8)条继续成员会适：第9部第5分部第4次分部生效日期#前已发出通知成员会
80 Auditor’s report
(1) Sections 141(1) (2) (3) (4) (5) and (6) 161(8) and 161B(12) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a financial year beginning before the commencement date# of Subdivision 3 of Division 5 of Part 9 and ending on or after that commencement date#
(2) Section 141(7) and (8) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a general meeting of which notice is given before the commencement date# of Subdivision 4 of Division 5 of Part 9
81 核数师免辞职
(1) 紧接废前效前身条例第131(6)(7)(10)132条继续免适：第9部第5分部第6次分部生效日期#前开始该生效日期#日终结财政年度获委核数师
(2) 紧接废前效前身条例第140A140B条继续辞职适：第9部第5分部第6次分部生效日期#前开始该生效日期#日终结财政年度获委核数师
81 Removal and resignation of auditor
(1) Sections 131(6) (7) and (10) and 132 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a removal of a person appointed as auditor for a financial year beginning before the commencement date# of Subdivision 6 of Division 5 of Part 9 and ending on or after that commencement date#
(2) Sections 140A and 140B of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a resignation of a person appointed as auditor for a financial year beginning before the commencement date# of Subdivision 6 of Division 5 of Part 9 and ending on or after that commencement date#
82 弥偿条文
紧接废前效前身条例第165条继续条文适：第9部第5分部第5次分部生效日期#前订立条文
82 Indemnity provision
Section 165 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a provision made before the commencement date# of Subdivision 5 of Division 5 of Part 9
83 财务摘报告
紧接废前效前身条例第141CA141CB141CC141CD141CE141CF条公司(市公司财务摘报告)规例(第32章附属法例M)继续财务摘报告适：关第9部第7分部生效日期#前开始该生效日期#日终结财政年度财务摘报告
83 Summary financial report
Sections 141CA 141CB 141CC 141CD 141CE and 141CF of the predecessor Ordinance and the Companies (Summary Financial Reports of Listed Companies) Regulation (Cap 32 sub leg M) as in force immediately before their repeal continue to apply in relation to a summary financial report for a financial year beginning before the commencement date# of Division 7 of Part 9 and ending on or after that commencement date#
84 发帐目作出修订等
紧接废前效前身条例第141E条公司(修订帐目报告)规例(第32章附属法例N)继续帐目适：关第449条生效日期#前开始该生效日期#日终结财政年度帐目
84 Voluntary revision of accounts etc
Section 141E of the predecessor Ordinance and the Companies (Revision of Accounts and Reports) Regulation (Cap 32 sub leg N) as in force immediately before their repeal continue to apply in relation to accounts for a financial year beginning before the commencement date# of section 449 and ending on or after that commencement date#
85 根前身条例第161BB(2)条备存登记册
第384条生效日期#日根前身条例第161BB(2)条备存登记册须视根第384条备存登记册
85 Register kept under section 161BB(2) of predecessor Ordinance
On and after the commencement date# of section 384 a register kept under section 161BB(2) of the predecessor Ordinance is to be regarded as a register kept under section 384
86 查阅根前身条例第161BB(2)条备存登记册权利
紧接废前效前身条例第161BB(5)(7)(8)348C(3)条继续求适：公司第386条生效日期#前收关查阅根前身条例第161BB(2)条备存登记册求
86 Right to inspect register kept under section 161BB(2) of predecessor Ordinance
Sections 161BB(5) (7) and (8) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 386 for inspecting a register kept under section 161BB(2) of the predecessor Ordinance
87 取根前身条例第161BB(2)条备存登记册文权利
紧接废前效前身条例第161BB(6)(7)(8)348C(3)条继续求适：公司第386条生效日期#前收关取根前身条例第161BB(2)条备存登记册文求
87 Right to obtain copy of register kept under section 161BB(2) of predecessor Ordinance
Sections 161BB(6) (7) and (8) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 386 for a copy of the register kept under section 161BB(2) of the predecessor Ordinance
第10部
Part 10
第10部作渡性安排保留安排
Transitional and Saving Arrangements for Part 10
88 公司首董事
紧接废前效前身条例第153(2)153A(2)条(视情况需定)根附表释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司适
88 First directors of companies
Section 153(2) or 153A(2) (as the case requires) of the predecessor Ordinance as in force immediately before its repeal applies in relation to a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
89 须少名然董事
(1) 第457条生效日期#日 ——
(a) 公司少名董事
(b) 该董事属然该公司董事( 话)没然
该日期#6月终结前第457(2)条适该公司
(2) 公司根附表释义通条例( 第1 章)第23条具持续效力前身条例条文组成注册公司该公司成立法团日期 ——
(a) 该公司少名董事
(b) 该董事属然该公司董事(话)没然
第457条生效日期#6月终结前第457(2)条适该公司
(3) 第457条生效日期#日公司根前身条例第344A条作活动公司第457(2)条该公司适
(4) 第(3)款述公司订立会计交易该会计交易日期起该款具效力
89 Requirement to have at least one director who is natural person
(1) If on the commencement date# of section 457—
(a) a company has at least one director but
(b) that director is not a natural person and none of the company’s other directors (if any) are natural persons
section 457(2) does not apply to the company until after the end of 6 months after that commencement date#
(2) If on the date of incorporation of a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)—
(a) the company has at least one director but
(b) that director is not a natural person and none of the company’s other directors (if any) are natural persons
section 457(2) does not apply to the company until after the end of 6 months after the commencement date# of section 457
(3) If on the commencement date# of section 457 a company is a company deemed to be a dormant company under section 344A of the predecessor Ordinance section 457(2) does not apply in relation to the company
(4) If the company mentioned in subsection (3) enters into an accounting transaction that subsection ceases to have effect on and after the date of the accounting transaction
90 董事作效性
紧接废前效前身条例第157条继续第461条生效日期#前作出作适
90 Validity of acts of director
Section 157 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to acts done before the commencement date# of section 461
91 董事罢免
关公司第463条生效日期#前接获关申述紧接废前效前身条例第157B(4)条继续适
91 Removal of director
Section 157B(4) of the predecessor Ordinance as in force immediately before its repeal continues to apply if the representations were received by the company before the commencement date# of section 463
92 董事法律责
紧接废前效前身条例第165条该条董事关范围继续紧接第468469470条生效日期#前该第165条适条文适
92 Directors’ liabilities
So far as it relates to directors section 165 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any provision to which it applied immediately before the commencement date# of sections 468 469 and 470
93 首公司秘书
紧接废前效前身条例第154(1AA)条根附表释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司适
93 First company secretaries
Section 154(1AA) of the predecessor Ordinance as in force immediately before its repeal applies in relation to a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
94 董事会议纪录
(1) 紧接废前效前身条例第119条继续适第481482条生效日期#前举行董事会议
(2) 第(1)款规定关会议纪录已前身条例第119(1)条记入簿册已该会议举行日期起备存该会议纪录少10年公司需备存该会议纪录
(3) 紧接废前效前身条例第153C条继续适第483条生效日期#前作出决定
(4) 第(3)款规定关纪录已前身条例第153C(3)条记入簿册已关决定作出日期起备存该纪录少10年公司需备存该纪录
94 Records of meetings of directors
(1) Section 119 of the predecessor Ordinance as in force immediately before its repeal continues to apply to meetings of directors held before the commencement date# of sections 481 and 482
(2) Despite subsection (1) a company is not required to keep the minutes that have been entered in a book in accordance with section 119(1) of the predecessor Ordinance if they have been kept for at least 10 years from the date of the meeting
(3) Section 153C of the predecessor Ordinance as in force immediately before its repeal continues to apply to decisions taken before the commencement date# of section 483
(4) Despite subsection (3) a company is not required to keep a record that has been entered into a book in accordance with section 153C(3) of the predecessor Ordinance if the record has been kept for at least 10 years from the date of the decision
第11部
Part 11
第11部作渡性安排保留安排
Transitional and Saving Arrangements for Part 11
95 董事作出贷款等
(1) 情况条适 ——
(a) 第11部第2分部生效日期#前公司订立前身条例第157HA(3)(a)条指明交易
(b) 该项交易前身条例第157HA(4)(b)条指明条件订立
(c) 该项条件该生效日期#前未获符合
(2) 关公司已第613条免周年成员会举行关指明条件继续适犹该条件订定 ——
(a) 该公司原须举行周年成员会日期日前需取该公司批准
(b) 取该项批准该项交易关连情况负法律责须该日期6月履行
95 Loans etc to directors or other persons
(1) This section applies if—
(a) before the commencement date# of Division 2 of Part 11 a company entered into a transaction specified in section 157HA(3)(a) of the predecessor Ordinance
(b) the transaction was entered into on the condition specified in section 157HA(4)(b) of the predecessor Ordinance and
(c) that condition has not been satisfied before that commencement date#
(2) If the company has dispensed with the holding of an annual general meeting in accordance with section 613 the specified condition continues to apply as if it provided—
(a) that the approval of the company is required on or before the last date on which the company would otherwise have been required to hold an annual general meeting and
(b) that any liability falling on any person in connection with the transaction must be discharged within 6 months after that date if that approval is not forthcoming
96 失职位退职
(1) 紧接废前效前身条例第163163A163B163C163D条继续事宜适：第11部第3分部生效日期#前发生该等条文指明失职位退职
(2) 条言情况失职位退职告发生 ——
(a) (属董事席位)关董事
(b) (属职位)关担该职位
96 Loss of office or retirement
(1) Sections 163 163A 163B 163C and 163D of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a loss of office or retirement specified in those sections that occurred before the commencement date# of Division 3 of Part 11
(2) For the purposes of this section a loss of office or retirement occurred—
(a) in the case of a directorship when the person ceased to be a director or
(b) in the case of any other office when the person ceased to hold the office
97 兼具董事身分唯成员订立合约
紧接废前效前身条例第162B条继续合约适：该条指明第545条生效日期#前订立合约
97 Contracts with sole member who is also director
Section 162B of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a contract specified in that section and entered into before the commencement date# of section 545
第12部
Part 12
第12部作渡性安排保留安排
Transitional and Saving Arrangements for Part 12
98 释义
(1) 附表第100101102104105106111条言关某会议通知日发出该通知须视该等日子中首日发出
(2) 附表第100101103107条言请求文日存放已足够令公司必须行事文存放首日须视该请求提出日期
98 Interpretation
(1) For the purposes of sections 100 101 102 104 105 106 and 111 of this Schedule if notice of a meeting is given over more than one day it is to be regarded as given on the first of those days
(2) For the purposes of sections 100 101 103 and 107 of this Schedule if copies of a requisition are deposited on more than one day the date on which the requisition is made is to be regarded as the first day on which the copies deposited are sufficient to require the company to act
99 书面决议
(1) 紧接废前效前身条例第116B(第(7)(8)(9)(10)款外)116BA116BB条继续决议适︰第12部第1分部第2次分部生效日期#前已关成员送交传阅决议
(2) 条中 ——
关成员 (relevant member)指符合说明成员：前身条例第116B(1)条规定需取签署
99 Written resolution
(1) Sections 116B (except subsections (7) (8) (9) and (10)) 116BA and 116BB of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to resolutions sent or circulated to any relevant member before the commencement date# of Subdivision 2 of Division 1 of Part 12
(2) In this section—
relevant member (关成员) means a member whose signature is required by section 116B(1) of the predecessor Ordinance
100 会议通决议
紧接废前效前身条例第116条继续符合说明决议(书面决议外)适 ——
(a) 关该决议通知第12部第1分部第3次分部生效日期#前发出
(b) 该决议建议符合说明会议通 ——
(i) 关该决议通知该日期#前发出
(ii) 该日期#前根前身条例第113条提出请求召开
100 Resolutions at meetings
Section 116 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to resolutions (other than written resolutions)—
(a) of which notice was given before the commencement date# of Subdivision 3 of Division 1 of Part 12 or
(b) that are proposed at a meeting—
(i) of which notice was given before that commencement date# or
(ii) that is convened in accordance with a requisition made before that commencement date# under section 113 of the predecessor Ordinance
101 召开会议
(1) 紧接废前效前身条例第113条继续第566567568条生效日期#前提出请求适
(2) 紧接废前效前身条例第114A(1)(b)条继续符合说明会议适︰关该会议通知第569条生效日期#前发出
101 Calling meetings
(1) Section 113 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to requisitions made before the commencement date# of sections 566 567 and 568
(2) Section 114A(1)(b) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a meeting of which notice was given before the commencement date# of section 569
102 关会议通知
(1) 紧接废前效前身条例第111(1)114114A116A141(7)155B条继续符合说明会议适︰关该会议通知第571574576577条生效日期#前发出
(2) 紧接废前效前身条例第116C条继续符合说明决议适：拟动议关决议通知第578条生效日期#前发出便须该动议予特通知
102 Notice of meetings
(1) Sections 111(1) 114 114A 116A 141(7) and 155B of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a meeting of which notice was given before the commencement date# of sections 571 574 576 and 577
(2) Section 116C of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to resolutions for which special notice is required if notice of the intention to move the resolution was given to the company before the commencement date# of section 578
103 成员陈述书
紧接废前效前身条例第115A条传阅关某周年成员会陈述书关范围该条继续请求适：第12部第1分部第6次分部生效日期#前根前身条例第115A(1)(b)条公司提出请求
103 Members’ statements
In so far as it relates to the circulation of any statement in relation to an annual general meeting section 115A of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to requisitions made to a company under section 115A(1)(b) of the predecessor Ordinance before the commencement date# of Subdivision 6 of Division 1 of Part 12
104 会议议事程序
紧接废前效前身条例第114A(1)(c)(d)114AA118条继续适符合说明会议︰关该会议通知第12部第1分部第7次分部生效日期#前发出
104 Procedure at meetings
Sections 114A(1)(c) and (d) 114AA and 118 of the predecessor Ordinance as in force immediately before their repeal continue to apply to meetings of which notice was given before the commencement date# of Subdivision 7 of Division 1 of Part 12
105 会议表决
紧接废前效前身条例第114A(1)(e)114D114E116(2)条继续适符合说明会议︰关该会议通知第12部第1分部第8次分部生效日期#前发出
105 Voting at meetings
Sections 114A(1)(e) 114D 114E and 116(2) of the predecessor Ordinance as in force immediately before their repeal continue to apply to meetings of which notice was given before the commencement date# of Subdivision 8 of Division 1 of Part 12
106 代表法团代表
紧接废前效前身条例第114C115条继续适符合说明会议︰关该会议通知第12部第1分部第9次分部生效日期#前发出
106 Proxies and corporate representatives
Sections 114C and 115 of the predecessor Ordinance as in force immediately before their repeal continue to apply to meetings of which notice was given before the commencement date# of Subdivision 9 of Division 1 of Part 12
107 周年成员会
(1) 请求前身条例第115A条废前根前身条例第115A(1)(a)条公司提出该项废影响该第115A条该请求适
(2) 根附表第78(1)条公司须前身条例第122条周年成员会提交帐目资产负债表 ——
(a) 该等帐目资产负债表须某周年成员会提交紧接废前效前身条例第111(1)(5)(6)条继续该会适
(b) 第610条周年成员会适
(3) 第(2)(a)款言前身条例第111(6)(a)条具效力犹第116B条通决议字句已书面决议取代
(4) 根前身条例第111(2)条提出申请第610条生效日期#前提出前身条例第111(2)(3)(4)(5)条废影响该第111(2)(3)(4)(5)条关公司施行
(5) 公司已违反前身条例第111(1)条该公司没成员根该条例第111(2)条提出申请第610(7)(8)(9)条该公司具效力 ——
(a) 犹第610(7)(9)条中第(1)(2)(3)(6)款字句已前身条例第111(1)条取代
(b) 犹第610(8)条中没条举行周年成员会财政年度字句已没前身条例第111(1)条举行周年成员会年度 取代
(6) 紧接废前效前身条例第115A条发出关某周年成员会决议通知关范围继续请求适：第615616条生效日期#前根前身条例第115A(1)(a)条公司提出请求
107 Annual general meetings
(1) The repeal of section 115A of the predecessor Ordinance does not affect its application in relation to a requisition under section 115A(1)(a) of the predecessor Ordinance made to a company before the repeal
(2) If a company is required under section 78(1) of this Schedule to lay at its annual general meeting an account or a balance sheet in accordance with section 122 of the predecessor Ordinance—
(a) section 111(1) (5) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an annual general meeting at which the account or balance sheet is to be laid and
(b) section 610 applies in relation to subsequent annual general meetings
(3) For the purposes of subsection (2)(a) section 111(6)(a) of the predecessor Ordinance has effect as if for the words a resolution or resolutions in accordance with section 116B there were substituted the words a written resolution or written resolutions
(4) The repeal of section 111(2) (3) (4) and (5) of the predecessor Ordinance does not affect its operation in relation to a company if an application under section 111(2) of the predecessor Ordinance was made before the commencement date# of section 610
(5) If a company has contravened section 111(1) of the predecessor Ordinance and no member of the company has made an application under section 111(2) of that Ordinance section 610(7) (8) and (9) has effect in relation to the company as if—
(a) for the words subsection (1) (2) (3) or (6) in section 610(7) and (9) there were substituted the words section 111(1) of the predecessor Ordinance and
(b) for the words the financial year in respect of which the company has failed to hold an annual general meeting in accordance with this section in section 610(8) there were substituted the words the year in respect of which the company has failed to hold an annual general meeting in accordance with section 111(1) of the predecessor Ordinance
(6) In so far as it relates to giving notice of a resolution in relation to an annual general meeting section 115A of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to requisitions made to a company under section 115A(1)(a) of the predecessor Ordinance before the commencement date# of sections 615 and 616
108 决议会议纪录
(1) 紧接废前效前身条例第116B(7)(8)(9)(10)116BC119119A120条继续第617621条生效日期#前通决议举行会议作出决定适
(2) 第(1)款规定记录某簿册纪录会议纪录已关决议会议决定(视属情况定)日期起计备存少10年公司需前身条例第116B(7)116BC(3)119(1)条备存该等纪录会议纪录
(3) 紧接废前效前身条例第117(1)(5)(7)条继续决议协议适：第622条(第(3)(5)款外)生效日期#前通没该日期前处长递交决议该日期前订立没该日期前处长递交协议
(4) 紧接废前效前身条例第117(2)(6)(7)条继续第622(3)条生效日期#前发出公司章程细适
(5) 关公司第622(5)条生效日期#前收关求紧接废前效前身条例第117(3)(6)(7)条继续适
108 Records of resolutions and meetings
(1) Sections 116B(7) (8) (9) and (10) 116BC 119 119A and 120 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to resolutions passed meetings held or decisions taken before the commencement date# of sections 617 to 621
(2) Despite subsection (1) a company is not required to keep a record or the minutes that have been entered into a book in accordance with section 116B(7) 116BC(3) or 119(1) of the predecessor Ordinance if the record or the minutes have been kept for at least 10 years from the date of the resolution meeting or decision as the case may be
(3) Section 117(1) (5) and (7) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to resolutions passed and agreements made but not forwarded to the Registrar before the commencement date# of section 622 (except subsections (3) and (5))
(4) Section 117(2) (6) and (7) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a company’s articles issued before the commencement date# of section 622(3)
(5) Section 117(3) (6) and (7) of the predecessor Ordinance as in force immediately before its repeal continues to apply if the request was received by the company before the commencement date# of section 622(5)
109 查阅决议会议纪录权利
紧接废前效前身条例第120(1)(3)(4)348C(3)条 ——
(a) 继续求适：公司第620条生效日期#前收关查阅载公司会议事程序纪录簿册求
(b) 继续效前身条例第116B(9)条求适：公司第620条生效日期#前收关查阅该条例第116B(7)条作出纪录求
(c) 继续效前身条例第116BC(4)条求适：公司第620条生效日期#前收关查阅该条例第116BC(3)条作出纪录求
109 Right to inspect records of resolutions and meetings
Sections 120(1) (3) and (4) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal—
(a) continue to apply in relation to a request received by the company before the commencement date# of section 620 for inspecting the books containing the minutes of proceedings of any general meeting of the company
(b) continue to apply by virtue of section 116B(9) of the predecessor Ordinance as so in force in relation to a request received by the company before the commencement date# of section 620 for inspecting the record made in accordance with section 116B(7) of that Ordinance and
(c) continue to apply by virtue of section 116BC(4) of the predecessor Ordinance as so in force in relation to a request received by the company before the commencement date# of section 620 for inspecting the record made in accordance with section 116BC(3) of that Ordinance
110 取决议会议纪录文权利
紧接废前效前身条例第120(2)(3)(4)348C(3)条 ——
(a) 继续求适：公司第620条生效日期#前收关获提供载该公司会议事程序纪录簿册文求
(b) 继续效前身条例第116B(9)条求适：公司第620条生效日期#前收关获提供该条例第116B(7)条作出纪录文求
(c) 继续效前身条例第116BC(4)条求适：公司第620条生效日期#前收关获提供该条例第116BC(3)条作出纪录文求
110 Right to obtain copy of records of resolutions and meetings
Sections 120(2) (3) and (4) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal—
(a) continue to apply in relation to a request received by the company before the commencement date# of section 620 for a copy of the books containing the minutes of proceedings of any general meeting of the company
(b) continue to apply by virtue of section 116B(9) of the predecessor Ordinance as so in force in relation to a request received by the company before the commencement date# of section 620 for a copy of the record made in accordance with section 116B(7) of that Ordinance and
(c) continue to apply by virtue of section 116BC(4) of the predecessor Ordinance as so in force in relation to a request received by the company before the commencement date# of section 620 for a copy of the record made in accordance with section 116BC(3) of that Ordinance
111 某类成员会议适范围
紧接废前效前身条例第63A(6)条继续符合说明会议适︰关该会议通知第12部第1分部第12次分部生效日期#前发出
111 Application to class meetings
Section 63A(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to meetings of which notice was given before the commencement date# of Subdivision 12 of Division 1 of Part 12
112 成员登记册
(1) 第627条生效日期#日根前身条例第95条备成员登记册须视根第627条该条目备存成员登记册
(2) 紧接废前效前身条例第98(1)(3)(4)348C(3)条继续求适︰关公司第631条生效日期#前收关查阅成员登记册成员姓名名称索引求
(3) 紧接废前效前身条例第98(2)(3)(4)348C(3)条继续求适︰关公司第631条生效日期#前收关获提供成员登记册(部分)文求
(4) 第632条生效日期#前已前身条例第99(1)条目发出通知紧接废前效前身条例第99条继续闭封成员登记册事适
(5) 紧接废前效前身条例第104条继续成员登记册适︰根该条例第103 条发出特许证备存成员登记册
112 Register of members
(1) On and after the commencement date# of section 627 a register of members kept under section 95 of the predecessor Ordinance is to be regarded as a register of members kept under and for the purposes of section 627
(2) Sections 98(1) (3) and (4) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 631 for inspecting a register of members or index of members’ names
(3) Sections 98(2) (3) and (4) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of section 631 for a copy of a register of members (or any part of it)
(4) Section 99 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a closure of a register of members if the notice for the purposes of section 99(1) of the predecessor Ordinance was given before the commencement date# of section 632
(5) Section 104 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a register of members kept under a licence issued under section 103 of that Ordinance
113 查阅董事秘书登记册
紧接废前效前身条例第158(7)(8)(9)348C(3)条继续求适︰关公司第642649条生效日期#前收关查阅董事秘书登记册求
113 Inspection of register of directors and secretaries
Sections 158(7) (8) and (9) and 348C(3) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a request received by the company before the commencement date# of sections 642 and 649 for inspecting a register of directors and secretaries
114 董事登记册
第641条生效日期#日公司根前身条例第158(1)条备存董事秘书登记册该公司董事备董事关范围须视根第641条该条目备存董事登记册
114 Register of directors
On and after the commencement date# of section 641 a register of directors and secretaries kept by a company under section 158(1) of the predecessor Ordinance in so far as it relates to the company’s directors or reserve directors is to be regarded as a register of directors kept under and for the purposes of section 641
115 须董事登记册中登记详情
(尚未实施)
(1) ——
(a) 原公司拟备首份周年申报表(该申报表采结算日期第643条生效日期日日期)前
(b) (该公司没拟备述申报表)该公司拟备该申报表原应采结算日期前
该公司需遵守条例中规定该公司董事登记册须载前身条例规定详情外详情条文
(2) 非关原公司根附表释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司否第(1)款董事备董事适︰该董事备董事详情第643条生效日期日方获首次登记(该董事备董事该日期前日获委)
(3) 某董事备董事已登记详情第643条生效日期日修改(关更改该日期前日发生)第(1)款该董事备董事适
(4) 第(1)(2)(3)款影响须载关公司周年申报表详情
(5) 属然原公司董事备董事言第643条生效日期日该公司注册办事处址须视该董事备董事通讯址
(6) 第(5)款施行导致产生第645条订处长交付通知责
115 Particulars to be registered in register of directors
(Not yet in operation)
(1) An existing company need not comply with any provision of this Ordinance requiring the company’s register of directors to contain particulars additional to those required by the predecessor Ordinance until—
(a) the date to which the company makes up its first annual return made up to a date on or after the commencement date of section 643 or
(b) if the company fails to do so the last date to which the company should have made up that return
(2) Unless the existing company is a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) subsection (1) does not apply in relation to a director or reserve director of whom particulars are first registered on or after the commencement date of section 643 (whether the director or reserve director was appointed before on or after that date)
(3) Subsection (1) ceases to apply in relation to a director or reserve director whose registered particulars fall to be altered on or after the commencement date of section 643 (whether the change occurred before on or after that date)
(4) Subsections (1) (2) and (3) do not affect the particulars required to be included in the company’s annual return
(5) In the case of a director or reserve director of an existing company who is a natural person the address of the company’s registered office is to be regarded on and after the commencement date of section 643 as the correspondence address of the director or reserve director
(6) The operation of subsection (5) does not give rise to any duty to deliver a notice to the Registrar under section 645
116 关须登记详情补充条文
(1) 第643条生效日期日原公司须董事登记册删关幕董事记项︰根前身条例第158(10)(a)条作该公司董事幕董事
(2) 原公司已前身条例第158条该公司幕董事处长送交份知会第645条犹关幕董事第643条生效日期日担董事情况适
(3) 第643条生效日期日原公司董事登记册删前身条例规定非条例规定详情举导致产生第645条订处长交付通知责
(4) 紧接废前效前身条例第158条继续第643条生效日期前发生更改适
116 Supplementary provisions relating to particulars to be registered
(1) On the commencement date of section 643 an existing company must remove from its register of directors any entry relating to a shadow director who is deemed to be a director of the company under section 158(10)(a) of the predecessor Ordinance
(2) If in accordance with section 158 of the predecessor Ordinance an existing company has sent to the Registrar a notification in relation to a shadow director of the company section 645 applies as if the shadow director had ceased to be a director on the commencement date of section 643
(3) The removal by an existing company from its register of directors on or after the commencement date of section 643 of particulars required by the predecessor Ordinance but not required by this Ordinance does not give rise to any duty to deliver a notice to the Registrar under section 645
(4) Section 158 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a change occurring before the commencement date of section 643
117 公司秘书登记册
第648条生效日期#日公司根前身条例第158(1)条备存董事秘书登记册该公司公司秘书联名公司秘书关范围须视根第648条该条目备存公司秘书登记册
117 Register of company secretaries
On and after the commencement date# of section 648 a register of directors and secretaries kept by a company under section 158(1) of the predecessor Ordinance in so far as it relates to the company secretary or joint company secretaries of the company is to be regarded as a register of company secretaries kept under and for the purposes of section 648
118 须公司秘书登记册中登记详情
(1) ——
(a) 原公司拟备首份周年申报表(该申报表采结算日期第650条生效日期#日日期)前
(b) (该公司没拟备述申报表)该公司拟备该申报表原应采结算日期前
该公司需遵守条例中规定该公司公司秘书登记册须载前身条例规定详情外详情条文
(2) 非关原公司根附表释义通条例(第1章)第23条具持续效力前身条例条文组成注册公司否第(1)款公司秘书适︰该公司秘书详情第650条生效日期#日方获首次登记(该公司秘书该日期前日获委)
(3) 某公司秘书已登记详情第650条生效日期#日修改( 关更改该日期前日发生)第(1)款该公司秘书适
(4) 第(1)(2)(3)款影响须载关公司周年申报表详情
(5) 属然原公司公司秘书言第650条生效日期#日该公司注册办事处址须视该公司秘书通讯址
(6) 第(5)款施行导致产生第652条订处长交付通知责
118 Particulars to be registered in register of company secretaries
(1) An existing company need not comply with any provision of this Ordinance requiring the company’s register of company secretaries to contain particulars additional to those required by the predecessor Ordinance until—
(a) the date to which the company makes up its first annual return made up to a date on or after the commencement date# of section 650 or
(b) if the company fails to do so the last date to which the company should have made up that return
(2) Unless the existing company is a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) subsection (1) does not apply in relation to a company secretary of whom particulars are first registered on or after the commencement date# of section 650 (whether the company secretary was appointed before on or after that date)
(3) Subsection (1) ceases to apply in relation to a company secretary whose registered particulars fall to be altered on or after the commencement date# of section 650 (whether the change occurred before on or after that date)
(4) Subsections (1) (2) and (3) do not affect the particulars required to be included in the company’s annual return
(5) In the case of a company secretary of an existing company who is a natural person the address of the company’s registered office is to be regarded on and after the commencement date# of section 650 as the correspondence address of the company secretary
(6) The operation of subsection (5) does not give rise to any duty to deliver a notice to the Registrar under section 652
119 关须登记详情补充条文
(1) 第650条生效日期#日原公司公司秘书登记册删前身条例规定非条例规定详情举导致产生第652条订处长交付通知责
(2) 紧接废前效前身条例第158条继续第650条生效日期#前发生更改适
119 Supplementary provisions relating to particulars to be registered
(1) The removal by an existing company from its register of company secretaries on or after the commencement date# of section 650 of particulars required by the predecessor Ordinance but not required by this Ordinance does not give rise to any duty to deliver a notice to the Registrar under section 652
(2) Section 158 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a change occurring before the commencement date# of section 650
120 公司注册办事处
紧接废前效前身条例第92条继续第658条生效日期#前出现更改适
120 Registered office of company
Section 92 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a change occurring before the commencement date# of section 658
121 周年申报表
(1) 非关公司间股私公司否该公司财政年度(前身条例第2(1)条界定者) 第662条生效日期#前开始该日期日终结 ——
(a) 紧接废前效前身条例第107109条继续该财政年度该公司适
(b) 第662条财政年度该公司适：该生效日期#日开始首财政年度财政年度
(2) 关公司间股私公司紧接废前效前身条例第107109条继续该公司周年申报表适︰结算日期第662条生效日期#前周年申报表
121 Annual return
(1) Except where the company is a private company having a share capital if the financial year (as defined in section 2(1) of the predecessor Ordinance) of the company begins before the commencement date# of section 662 and ends on or after that date—
(a) sections 107 and 109 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the company for that financial year and
(b) section 662 applies in relation to the company for the first financial year that begins on or after that commencement date# and all subsequent financial years
(2) If the company is a private company having a share capital sections 107 and 109 of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the company’s annual returns made up to a date before the commencement date# of section 662
第13部
Part 13
第13部作渡性安排保留安排
Transitional and Saving Arrangements for Part 13
122 认许安排妥协保留前身条例等
(1) 第13部第2分部生效日期#前已前身条例第166(1)条目原讼法庭提出申请求某安排妥协召开会议紧接该生效日期#前效前身条例第166166A167条公司(清盘)规(第32章附属法例H)第117条继续该安排妥协适
(2) 紧接废前效公司(费百分率)令(第32章附属法例C)附表1第2(e)项继续申请适：根第(1)款具持续效力前身条例第166条提出申请
122 Saving of predecessor Ordinance etc for sanctioning arrangement or compromise
(1) Sections 166 166A and 167 of the predecessor Ordinance and rule 117 of the Companies (Windingup) Rules (Cap 32 sub leg H) as in force immediately before the commencement date# of Division 2 of Part 13 continue to apply in relation to an arrangement or compromise if before that commencement date# an application was made to the Court for the purposes of section 166(1) of the predecessor Ordinance for a meeting to be summoned in relation to the arrangement or compromise
(2) Item 2(e) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub leg C) as in force immediately before its repeal continues to apply in relation to an application made under section 166 of the predecessor Ordinance having a continuing effect under subsection (1)
123 收购约
紧接废前效前身条例第168(1)(2)(3)条附表9继续符合说明收购约适 ——
(a) 第13部第4分部生效日期#前作出
(b) 紧接该等条文废前该等条文该约适
123 Acquisition offer
Section 168(1) (2) and (3) of and the Ninth Schedule to the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to an acquisition offer—
(a) that was made before the commencement date# of Division 4 of Part 13 and
(b) in relation to which those provisions applied immediately before the repeal
第14部
Part 14
第14部作渡性安排保留安排
Transitional and Saving Arrangements for Part 14
124 公损害提出呈请
(1) 紧接2005年7月15日前效前身条例第168A条继续呈请适：2005年7月15日前寻求该第168A条指命令提出呈请
(2) 紧接废前效前身条例第168A 条继续呈请适：2005年7月15日第14部第2分部生效日期#前寻求该条指命令提出呈请
(3) 紧接第14部第2分部生效日期#前效公司(清盘)规(第32章附属法例H)继续呈请适：2005年7月15日该生效日期#前寻求前身条例第168A条指命令提出呈请
124 Petition in case of unfair prejudice
(1) Section 168A of the predecessor Ordinance as in force immediately before 15 July 2005 continues to apply in relation to a petition presented before 15 July 2005 for an order under that section 168A
(2) Section 168A of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a petition presented on or after 15 July 2005 but before the commencement date# of Division 2 of Part 14 for an order under that section
(3) The Companies (Windingup) Rules (Cap 32 sub leg H) as in force immediately before the commencement date# of Division 2 of Part 14 continue to apply in relation to a petition presented on or after 15 July 2005 but before that commencement date# for an order under section 168A of the predecessor Ordinance
125 申请强制令
紧接废前效前身条例第350B(1)(g)(h)条继续申请适：第14部第3分部生效日期#前该条目提出申请
125 Application for injunction
Section 350B(1)(g) and (h) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application made before the commencement date# of Division 3 of Part 14 for the purposes of that section
126 公司作行提出衍生诉讼等
紧接废前效前身条例第IVAA部继续事宜适 ——
(a) 第14 部第4 分部生效日期#前根紧接废前效前身条例第168BC条提起求批予提起介入法律程序许申请
(b) (已提起介入法律程序批予许)提起介入法律程序
126 Derivative action in case of misconduct against companies etc
Part IVAA of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to—
(a) an application made before the commencement date# of Division 4 of Part 14 for leave to bring or intervene in proceedings under section 168BC of the predecessor Ordinance as in force immediately before its repeal and
(b) if leave is granted to bring or intervene in proceedings the proceedings so brought or intervened in
127 查阅公司纪录申请
紧接废前效前身条例第152FA152FB152FC152FD152FE条继续事宜适 ——
(a) 第14部第5分部生效日期#前根紧接废前效前身条例第152FA条提出求作出查阅命令申请
(b) (已作出查阅命令)该项查阅
127 Application for inspection of company’s records
Sections 152FA 152FB 152FC 152FD and 152FE of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to—
(a) an application made before the commencement date# of Division 5 of Part 14 for an order for inspection under section 152FA of the predecessor Ordinance as in force immediately before its repeal and
(b) if an order for inspection is made the inspection
第15部
Part 15
第15部作渡性安排保留安排
Transitional and Saving Arrangements for Part 15
128 关卸弃根前身条例属政府财产
紧接废前效前身条例第290C290D条继续卸弃政府财产权利(动产外)权适：第15部第3分部生效日期#前根前身条例第292条属政府财产权利(动产外)
128 Disclaimer of property vested in Government under predecessor Ordinance
Sections 290C and 290D of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to a disclaimer of the Government’s title to any property or right (other than immovable property) vested in the Government before the commencement date# of Division 3 of Part 15 under section 292 of the predecessor Ordinance
129 名
(1) 第15部第1分部第1次分部生效日期#前处长已根前身条例第291(1)条某公司送交封信件紧接废前效前身条例第291(2)(3)(6)条继续该公司名称登记册剔该公司解散事适
(2) 第15部第1分部第1次分部生效日期#前处长已根前身条例第291(5)条某公司宪报刊登公告紧接废前效前身条例第291(6)条继续该公司名称登记册剔该公司解散事适
(3) 第15部第1分部第2次分部生效日期#前处长已根前身条例第291(4)条某公司宪报刊登公告紧接废前效前身条例第291(6)条继续该公司名称登记册剔该公司解散事适
(4) 第15部第1分部第2次分部生效日期#前处长已前身条例第291A(1)条目提出申请紧接废前效前身条例第291A条继续关公司名称登记册剔该公司解散事适
(5) 第15部第2分部生效日期#前已根前身条例第291AA(1)条提出申请紧接废前效前身条例第291AA条继续撤销关公司注册该公司解散事适
129 Striking off
(1) Section 291(2) (3) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if before the commencement date# of Subdivision 1 of Division 1 of Part 15 the Registrar has sent a letter to the company under section 291(1) of the predecessor Ordinance
(2) Section 291(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if before the commencement date# of Subdivision 1 of Division 1 of Part 15 the Registrar has published in the Gazette a notice in relation to the company under section 291(5) of the predecessor Ordinance
(3) Section 291(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if before the commencement date# of Subdivision 2 of Division 1 of Part 15 the Registrar has published in the Gazette a notice in relation to the company under section 291(4) of the predecessor Ordinance
(4) Section 291A of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if before the commencement date# of Subdivision 2 of Division 1 of Part 15 the Registrar has made an application for the purposes of section 291A(1) of the predecessor Ordinance
(5) Section 291AA of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the deregistration of a company and to the dissolution of the company if before the commencement date# of Division 2 of Part 15 an application has been made under section 291AA(1) of the predecessor Ordinance
130 恢复列入登记册
(1) 紧接废前效前身条例第291(7)291A(2)条继续申请适：第15部第4分部第2次分部生效日期#前该条目提出申请
(2) 紧接废前效前身条例第291AB(2)(3)(4)(5)条继续申请适：第15部第4分部第2次分部生效日期#前紧接该条废前效前身条例第291AB(2)条目提出申请
130 Restoration
(1) Section 291(7) or 291A(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application made before the commencement date# of Subdivision 2 of Division 4 of Part 15 for the purposes of that section
(2) Section 291AB(2) (3) (4) and (5) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application made before the commencement date# of Subdivision 2 of Division 4 of Part 15 for the purposes of section 291AB(2) of the predecessor Ordinance as in force immediately before the repeal
131 财物
紧接废前效前身条例第292(2)条继续条文适：效释义通条例(第1章)第23条具持续效力前身条例第292(1)条
131 Bona vacantia
Section 292(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to section 292(1) of the predecessor Ordinance as so in force and having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
第16部
Part 16
第16部作渡性安排保留安排
Transitional and Saving Arrangements for Part 16
132 注册申请
(1) 紧接第16部第2分部生效日期#前根前身条例第333(1)条提出注册申请然决该申请须视根第776(2)条提出注册申请
(2) 紧接废前效前身条例附表8第III部(a)段继续第(1)款述申请适犹该段中提述第333AA(2)(c)条提述第777(4)(a)条样
(3) 紧接废前效前身条例附表8第III部(aa)段继续第(1)款述申请适犹该段中提述第333条提述第776条样
132 Application for registration
(1) If immediately before the commencement date# of Division 2 of Part 16 there was a pending application for registration under section 333(1) of the predecessor Ordinance the application is to be regarded as an application for registration made under section 776(2)
(2) Paragraph (a) of Part III of the Eighth Schedule to the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application mentioned in subsection (1) as if the reference to section 333AA(2)(c) in that paragraph were a reference to section 777(4)(a)
(3) Paragraph (aa) of Part III of the Eighth Schedule to the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application mentioned in subsection (1) as if the reference to section 333 in that paragraph were a reference to section 776
133 获授权代表登记详情
第16部第5分部生效日期#日非香港公司释义通条例(第1章)第23条具持续效力前身条例第335(1)(b)条目名获授权代表申报表交付处长登记紧接废前效前身条例第333A(2)条继续该公司适
133 Registered particulars of authorized representative
Section 333A(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to a nonHong Kong company if on or after the commencement date# of Division 5 of Part 16 the company delivers to the Registrar for registration a return in respect of another authorized representative for the purposes of section 335(1)(b) of the predecessor Ordinance having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)
134 登记申报表
(1) ——
(a) 第16部第3分部生效日期#前根前身条例第335(2)条申报表文件交付处长登记
(b) 该生效日期#开始时处长未收前身条例第335(2)(b)条述文件致没根前身条例第335(3)条该申报表登记发出新注册证明书
该申报表须视根第778条交付处长登记申报表
(2) 第16部第3分部生效日期#日根释义通条例(第1章)第23条具持续效力前身条例第335(2)条申报表文件交付处长登记该申报表须视根第778条交付处长登记申报表
(3) 紧接废前效前身条例附表8第III部(a)段继续第(1)款述申请适犹该段中提述第335(3)条提述第779(1)(b)条样
134 Registration of return
(1) If—
(a) before the commencement date# of Division 3 of Part 16 a return and other documents were delivered to the Registrar for registration under section 335(2) of the predecessor Ordinance and
(b) as at the beginning of that commencement date# the Registrar has not registered the return and issued a fresh certificate of registration under section 335(3) of the predecessor Ordinance because the Registrar has not received all the documents mentioned in section 335(2)(b) of the predecessor Ordinance
the return is to be regarded as a return delivered to the Registrar for registration under section 778
(2) If on or after the commencement date# of Division 3 of Part 16 a return and other documents are delivered to the Registrar for registration under section 335(2) of the predecessor Ordinance having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) the return is to be regarded as a return delivered to the Registrar for registration under section 778
(3) Paragraph (a) of Part III of the Eighth Schedule to the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application mentioned in subsection (1) as if the reference to section 335(3) in that paragraph were a reference to section 779(1)(b)
135 规法名称通知书
根紧接废前效前身条例第337B条送达通知书紧接第16部第4分部生效日期#前效继续效犹根第780条送达通知样具效力
135 Notice to regulate use of corporate names
A notice that was served under section 337B of the predecessor Ordinance as in force immediately before its repeal and that was in force immediately before the commencement date# of Division 4 of Part 16 continues in force and has effect as if it were a notice served under section 780
136 关香港设营业点通知
第16部第7分部生效日期#日非香港公司根释义通条例(第1章)第23条具持续效力前身条例第339(1)条处长送交份通知紧接废前效前身条例第339(2)条继续该通知该公司适
136 Notice of cessation of place of business in Hong Kong
If on or after the commencement date# of Division 7 of Part 16 a nonHong Kong company sends a notice to the Registrar under section 339(1) of the predecessor Ordinance having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) section 339(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the notice and the company
137 解散通知
第16部第7分部生效日期#日非香港公司代理根释义通条例(第1章)第23条具持续效力前身条例第339AA(1)条处长送交份通知文件紧接废前效前身条例第339AA(2)条继续该通知该文件该公司适
137 Notice of dissolution
If on or after the commencement date# of Division 7 of Part 16 an agent of a nonHong Kong company sends a notice and other documents to the Registrar under section 339AA(1) of the predecessor Ordinance having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) section 339AA(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the notice and documents and the company
138 名
(1) 第16部第8分部生效日期#前处长已根前身条例第291(1)条某非香港公司送交信件紧接废前效前身条例第291(2)(3)(6)条继续效前身条例第339A(2)条该公司名称登记册剔事适
(2) 第16部第8分部生效日期#前处长已根前身条例第291(5)条非香港公司宪报刊登公告紧接废前效前身条例第291(6)条继续效前身条例第339A(2)条该公司名称登记册剔事适
(3) 第16部第8分部生效日期#前处长已根前身条例第291(4)条非香港公司宪报刊登公告紧接废前效前身条例第291(6)条继续效前身条例第339A(2)条该公司名称登记册剔事适
138 Striking off
(1) Section 291(2) (3) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 339A(2) of the predecessor Ordinance as so in force in relation to the striking off the register of the name of a nonHong Kong company if before the commencement date# of Division 8 of Part 16 the Registrar has sent a letter to the company under section 291(1) of the predecessor Ordinance
(2) Section 291(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 339A(2) of the predecessor Ordinance as so in force in relation to the striking off the register of the name of a nonHong Kong company if before the commencement date# of Division 8 of Part 16 the Registrar has published in the Gazette a notice in relation to the company under section 291(5) of the predecessor Ordinance
(3) Section 291(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 339A(2) of the predecessor Ordinance as so in force in relation to the striking off the register of the name of a nonHong Kong company if before the commencement date# of Division 8 of Part 16 the Registrar has published in the Gazette a notice in relation to the company under section 291(4) of the predecessor Ordinance
139 恢复列入登记册
紧接废前效前身条例第291(7)条继续效前身条例第339A(2)条申请适：第16部第8分部生效日期#前紧接废前效该第291(7)条目提出申请
139 Restoration
Section 291(7) of the predecessor Ordinance as in force immediately before its repeal continues to apply by virtue of section 339A(2) of the predecessor Ordinance as so in force in relation to an application made before the commencement date# of Division 8 of Part 16 for the purposes of that section 291(7) as in force immediately before the repeal
140 先前发出证明书
(1) 条适符合说明证明书 ——
(a) 根条文发出 ——
(i) 2007年12月14日前时效前身条例第333(3)(5)条
(ii) 紧接废前效前身条例第333AA(2)(c)335(3)条
(b) 紧接第16部生效日期＠前属效
(2) 关证明书继续效犹根第777(4)(a)779(1)(b)条(视属情况定)发出证明书样具效力
140 Certificates previously issued
(1) This section applies to a certificate—
(a) that was issued under—
(i) section 333(3) or (5) of the predecessor Ordinance as in force from time to time before 14 December 2007 or
(ii) section 333AA(2)(c) or 335(3) of the predecessor Ordinance as in force immediately before its repeal and
(b) that was in force immediately before the commencement date＠ of Part 16
(2) The certificate continues in force and has effect as if it were a certificate issued under section 777(4)(a) or 779(1)(b) (as the case may be)
第17部
Part 17
第17部作渡性安排保留安排
Transitional and Saving Arrangements for Part 17
141 注册申请
(1) 紧接第17部生效日期#前根前身条例第310条注册提出申请然决该项申请须视作根第807条注册提出申请
(2) 第811条规定属情况申请须关注册处长缴付费 ——
(a) 关公司注册限公司
(b) 关公司注册限公司该公司注册前股东法律责受条例限
141 Application for registration
(1) If immediately before the commencement date# of Part 17 there was a pending application for registration under section 310 of the predecessor Ordinance the application is to be regarded as an application for registration made under section 807
(2) Despite section 811 the applicant is not required to pay any fee to the Registrar for the registration if—
(a) the company is not registered as a limited company or
(b) the company is registered as a limited company but the liability of the shareholders was limited by some other Ordinance before the registration
第18部
Part 18
第19部作渡性安排保留安排
Transitional and Saving Arrangements for Part 19
142 根前身条例第142143条委审查员进行调查
(1) 第19部第2分部生效日期#前 ——
(a) 财政司司长已根前身条例第142143条委审查员调查某公司事务
(b) 未该项调查发表报告
条适
(2) 紧接废前效前身条例第144145145A145B146146A150151152B152D152F(1)条继续述调查适
(3) 前身条例第145B条中提述第161条第161B条须分理解提述第161条公司条例(第622章)第383条 第161B条公司条例(第622章)第383条
(4) 前身条例第146(3)(a)(ii)条中提述根第305条份文件处长办事处拟备核证副指定费须理解提述财政司司长施行公司条例(第622章)第860(1)(b)条订明费
142 Investigation by inspectors appointed under section 142 or 143 of predecessor Ordinance
(1) This section applies if before the commencement date# of Division 2 of Part 19—
(a) an inspector was appointed under section 142 or 143 of the predecessor Ordinance by the Financial Secretary to investigate the affairs of a company and
(b) a final report on the investigation has not yet been published
(2) Sections 144 145 145A 145B 146 146A 150 151 152B 152D and 152F(1) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the investigation
(3) In section 145B of the predecessor Ordinance the reference to section 161 or section 161B is to be construed as a reference to section 161 or section 383 of the Companies Ordinance (Cap 622) or section 161B or section 383 of the Companies Ordinance (Cap 622) respectively
(4) In section 146(3)(a)(ii) of the predecessor Ordinance the reference to the fee appointed under section 305 for a certified copy of a document where the copy has been prepared in the office of the Registrar is to be construed as a reference to the fee prescribed by the Financial Secretary for the purposes of section 860(1)(b) of the Companies Ordinance (Cap 622)
143 根前身条例第142143条委审查员进行调查需费
第19部第2分部生效日期#前 ——
(a) 财政司司长已根前身条例第142143条委审查员调查某公司事务
(b) 进行该项调查需附带费未支付
该条例第148条继续该等费适
143 Expenses of investigation by inspectors appointed under section 142 or 143 of predecessor Ordinance
If before the commencement date# of Division 2 of Part 19—
(a) an inspector was appointed under section 142 or 143 of the predecessor Ordinance by the Financial Secretary to investigate the affairs of a company and
(b) the expenses of and incidental to the investigation has not yet been settled
section 148 of that Ordinance continues to apply in relation to those expenses
144 根前身条例第142143条委审查员作出报告取资料
(1) 紧接废前效前身条例第147(1)条继续事宜引致检控适 ——
(a) 根该条例第146条作出报告提供资料
(b) 根该条例第152B条取资料文件
(2) 紧接废前效前身条例第147(2)168A(1)168J(1)条继续事宜适 ——
(a) 根该条例第146条作出报告
(b) 根该条例第152B条取资料文件
(3) 紧接废前效前身条例第147(3)(4)条继续事宜适 ——
(a) 根该条例第146条作出报告提供资料
(b) 根该条例第152B条取资料文件
(4) 紧接废前效前身条例第149条继续根该条例第146(1)条作出报告适
(5) 紧接废前效前身条例第152C条继续根该条例第152B条取资料文件适
144 Report made and information obtained by inspectors appointed under section 142 or 143 of predecessor Ordinance
(1) Section 147(1) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any prosecution arising from—
(a) any report made or any information supplied under section 146 of that Ordinance or
(b) any information or document obtained under section 152B of that Ordinance
(2) Sections 147(2) 168A(1) and 168J(1) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to—
(a) any report made under section 146 of that Ordinance or
(b) any information or document obtained under section 152B of that Ordinance
(3) Section 147(3) and (4) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to—
(a) any report made or any information supplied under section 146 of that Ordinance or
(b) any information or document obtained under section 152B of that Ordinance
(4) Section 149 of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any report made under section 146(1) of that Ordinance
(5) Section 152C of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any information or document obtained under section 152B of that Ordinance
145 根前身条例第152A条求出示簿册文
(1) 第19部第3分部生效日期#前财政司司长财政司司长授权根前身条例第152A(1)条求公司法团体出示簿册文条适
(2) 紧接废前效前身条例第152A(2)(3)(4)(5)(6)152B152C152D152E152F条继续关求适
(3) 紧接废前效前身条例第147(1)条继续根该条例第152A152B条取资料文件引致检控适
(4) 紧接废前效前身条例第147(2)(3)(4)168A(1)168J(1)条继续根该条例第152A152B条取资料文件适
145 Requirement for production of books or papers under section 152A of predecessor Ordinance
(1) This section applies if before the commencement date# of Division 3 of Part 19 the Financial Secretary or a person authorized by the Financial Secretary required a company or body corporate to produce books or papers under section 152A(1) of the predecessor Ordinance
(2) Sections 152A(2) (3) (4) (5) and (6) 152B 152C 152D 152E and 152F of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to the requirement
(3) Section 147(1) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any prosecution arising from any information or document obtained under section 152A or 152B of that Ordinance
(4) Sections 147(2) (3) and (4) 168A(1) and 168J(1) of the predecessor Ordinance as in force immediately before their repeal continue to apply in relation to any information or document obtained under section 152A or 152B of that Ordinance
146 前身条例第168A(1)条指命令
(1) 情况条适 ——
(a) 第19部第23分部(视属情况定)生效日期#前 ——
(i) 财政司司长根前身条例第147(2)(b)条根第168A(1)条提出项求作出命令呈请
(ii) 该项呈请未获裁定
(b) 第19部第23分部(视属情况定)生效日期#日财政司司长援引附表第144(2)145(4)条根前身条例第168A(1)条提出求作出命令呈请
(2) 紧接废前效前身条例第168A(2)(2C)(3)(4)(6)条述呈请适
146 Order under section 168A(1) of predecessor Ordinance
(1) This section applies if—
(a) before the commencement date# of Division 2 or 3 of Part 19 (as the case may be)—
(i) the Financial Secretary under section 147(2)(b) of the predecessor Ordinance presented a petition for an order under section 168A(1) of that Ordinance and
(ii) the petition has not yet been determined or
(b) on or after the commencement date# of Division 2 or 3 of Part 19 (as the case may be) the Financial Secretary in reliance on section 144(2) or 145(4) of this Schedule presents a petition for an order under section 168A(1) of the predecessor Ordinance
(2) Section 168A(2) (2C) (3) (4) and (6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the petition
147 根前身条例第168J(1)条申请取消资格令
(1) 情况条适 ——
(a) 第19部第23分部(视属情况定)生效日期#前 ——
(i) 财政司司长根前身条例第168J(1)条申请取消资格令
(ii) 该项申请未获裁定
(b) 第19部第23分部(视属情况定)生效日期#日财政司司长援引附表第144(2)145(4)条根前身条例第168J(1)条申请取消资格令
(2) 紧接废前效前身条例第168J(2)条述申请适
147 Application for disqualification order under section 168J(1) of predecessor Ordinance
(1) This section applies if—
(a) before the commencement date# of Division 2 or 3 of Part 19 (as the case may be)—
(i) the Financial Secretary made an application for a disqualification order under section 168J(1) of the predecessor Ordinance and
(ii) the application has not yet been determined or
(b) on or after the commencement date# of Division 2 or 3 of Part 19 (as the case may be) the Financial Secretary in reliance on section 144(2) or 145(4) of this Schedule makes an application for a disqualification order under section 168J(1) of the predecessor Ordinance
(2) Section 168J(2) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the application
148 根前身条例第152(1)条委审查员进行调查
(1) 第19部第6分部生效日期#前公司已根前身条例第152(1)条委审查员调查身事务条适
(2) 紧接废前效前身条例第152(2)(3)(4)(5)条继续述调查适
(3) 紧接废前效前身条例第152(6)条继续关审查员述调查作出报告适
148 Investigation by inspectors appointed under section 152(1) of predecessor Ordinance
(1) This section applies if before the commencement date# of Division 6 of Part 19 an inspector was appointed under section 152(1) of the predecessor Ordinance by a company to investigate its affairs
(2) Section 152(2) (3) (4) and (5) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to the investigation
(3) Section 152(6) of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to any report of the inspector on the investigation
第19部
Part 19
第20部作渡性安排保留安排
Transitional and Saving Arrangements for Part 20
149 怀疑发生罪行时查阅出示文件
紧接废前效前身条例第351B条继续申请适：第897条生效日期#前该条目提出申请
(编辑修订——2013年第1号编辑修订纪录)
_____________________
编辑附注：
# 生效日期：2014年3月3日
＠ 第16部2014年3月3日开始实施第791(4)802(4)(5)条外见2013年第163号法律公告
149 Inspection and production of documents if offence suspected
Section 351B of the predecessor Ordinance as in force immediately before its repeal continues to apply in relation to an application made before the commencement date# of section 897 for the purposes of that section
(Amended ER 1 of 2013)
_____________________
Editorial Note
# Commencement date 3 March 2014
＠ Part 16 came into operation on 3 March 2014 except sections 791(4) and 802(4) and (5) See LN 163 of 2013
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