COMPANIES (RECONSTRUCTION OF RECORDS) ORDINANCE

COMPANIES (RECONSTRUCTION OF RECORDS) ORDINANCE

CHAPTER 249.

COMPANIES (RECONSTRUCTION OF RECORDS).
To relieve companies (other than China companies) against
their inability or failure since the 8th day of December,
1941, to comply with the Companies Ordinance
(Chapter 32 of the Revised Edition), to provide for
the of necessary returns by such companies,
to provide a means whereby companies can remedy the
loss of registers, records and documents and for other
connected matters.
[5th September, 1947.]

1. This Ordinance may be cited as the Companies
(Reconstruction of Records) Ordinance.

2. This Ordinance shall be construed and take effect as
one with the Companies Ordinance, (which Ordinance is
hereinafter referred to as the principal Ordinance), and any,
amendment thereof for the time being in force.

PART I.

3. (1) This Part shall apply to every company in-
corporated prior to the 25th day of December, 1941, under
the principal Ordinance or under any former enactment
relating to companies repealed by the principal Ordinance
or by the Companies Ordinance, 1911, and which was not
on such date registered with the Registrar of Companies at
Shanghai.

(2) The provisions of sections 12 to 22 (both inclusive),
but save and except section 15, shall also apply to any
company which, having been registered with the registral,
of companies at Shanghai, is registered or registers with
the Registrar of Companies under Proclamation NO. 27-
Emergency Registration of China Companies-or any enact-
ment amending or repealing the same.

4. (1) Every company to which this Part applies shall
within three months from the commencement of this Ordin-
ance or such extended period is the Registrar may, in the
case of any particular company or as regards the furnishing
by any company of any particular or document, allow,
furnish the Registrar with the following particulars and
documents-





(a) name of the company;
(b)whether the company is registered as a public or
private company;
(c) names of persons acting as directors of the company
(d) name of person acting as secretary of the company
(e) a declaration that the company has resumed its
business or other activities as the case may be;
(f) notice of the situation of its present registered office
in the same manner as upon first incorporation as
provided in section 92 of the principal Ordinance
(g) copies of memorandum and articles of association
(h) a statement in writing as to whether or not the com-
pany is in possession of or able to obtain its register
of members or any copy thereof and in the event
of the company not being in possession of or able
to obtain such register or any copy thereof, a further
statement as to whether or not the company intends
to apply for leave to reconstruct its register of
members in accordance with section 12
(i) copies of-
(i) special resolutions;
(ii) extraordinary resolutions;
(iii) resolutions which have been agreed to by all
the members of the company, but which, if not so
agreed to would not have been effective for their
purpose unless, as the case may be, they had been
passed as special resolutions or ws extraordinary
resolutions ;
(iv) resolutions or agreements which have been
agreed to by all the members of some class of share-
holders, but which, if not so agreed to, would not
have been effective for their purpose unless they had
been passed by some particular majority or other-
wise in some particular manner, and all resolutions
or agreements which effectively bind all the members
of any class of shareholders though not agreed to
by all those members;
particulars of all existing charges required to be
registered under section So of the principal Ordin-
ance and which were not so registered on the 8th
day of December, 1941.

(2) Nothing in this section shall impose any liability on
any company to furnish any particulars or documents already





filed with the Registrar since the 15th day of August, 1945,
or which such company shall satisfy the Registrar, by any,
evidence which he shall deern sufficient, cannot reasonably
be expected to furnish prior to the expiration of the said period
of three months or such extended period as the Registrar
may, in any particular case, allow.

(3) Notwithstanding the provisions of the principal
Ordinance and save in so far as the contrary hereinafter
appears, no company which has complied with this section
shall be liable to a fine, and no director, manager or officer
of such a company shall be liable to any fine or imprison-
ment in respect of any omission to file or Supply during the
period from the 8th day of December, 1941, to the coin-
mencement of this Ordinance, any document or particular
required by the principal Ordinance to be filed or supplied.

5. (1) Where any document filed with the Registrar
under any former enactment has been lost, destroyed or
damaged in consequence of the invasion and occupation of
the Colony by the enemy, the Registrar may give notice to
the company to file, within a reasonable time to be specified
in such notice, a duly authenticated copy, of such document,
and the company, if able so to do, shall comply with such
notice. No fee shall be payable on filing any such copy.

(2) If default is made in complying with the provisions
of any such notice by a company able to comply therewith,
the company and every director, manager or officer thereof
shall be liable to a fine of ten dollars for every day during.
which the default continues.

6. It shall be lawful for the Registrar, whether or not
he has given notice tinder section 5 to receive and cause to
be filed a duly authenticated copy of any document, the
original or a copy of which had already, prior to the 25th
day of December, 1941, been filed with him and for the
purposes of compliance with the requirements of the principal
Ordinance such copy so filed shall be deemed for all pur-
poses to be the equivalent of the document so originally
filed.

7. (1) Any memorandum of association filed pursuant
to the provisions of the foregoing sections shall be vertified





by statutory declaration of a director or the secretary of the
company or other perslon who satisfies the Registrar that lie
makes such declaration from his own personal knowledge, as
a true copy of such memorandum as existing at the date of
such verification, and such declaration shall be filed with the
copy so verified.

(2) Any copy of any other document filed pursuant to
the provisions of the foregoing sections shall be certified by
a director or the secretary of the company or other persoll,
having personal knowledge of the facts, as a true copy of
such document as existing at the date of such certification.

8. Where it is shown to the satisfaction of the
Registrar that the common seal of a company has been
lost, damaged or destroyed or is otherwise not available,
the Registrar may authorize the company to use, in place
of its common seal, a stamp with the name of the company
inscribed thereon in legible English characters, for such
period as may be specified in such authorization, and i-n,,.ty,
from time to time, extend such period as lie thinks fit.
Such stamp May, thereupon, be used'for all purposes for
which, and in the same manner as, the common seal of
the company could be used pursuant to the principal
Ordinance and the articles of association of the company.

9. (1) If a company has lost or is unable to secure a
verified copy of its memorandum of association and shall
have satisfied the Registrar by statutory declaration as to
such loss or other circumstances rendering it impossible to
file a verified copy thereof, it shall be competent for the
company to act in manner following-
(a)a new memorandum shall be prepared incorporating
as far as is known or can be recollected or ascertained
the same provisions as were coiltairied in the original
memorandum of association and such memorandum
shall be approved by a special resolution of the
company as being in accordance with the pro-
visions of subsection (4) and as being suitable for
adoption as the memorandum of association of the
company in place of such original -,
(b)a copy of the proposed new memorandum shall be
sent with every notice convening the meeting at





which such special resolution is intended to be pro
posed;
(c)a copy of such proposed new memorandum of asso
ciation shall, as from the date of sending out the
notices convening the meeting at which such special
resolution is intended to be proposed, be available
at the registered office of the company for inspection
by any member or creditor of the company during
usual business hours and a copy thereof shall, riot
later than the day on which such notices are sen
out, be filed with the Registrar together with a
statutory declaration by a director or secretary of the
company that after diligent investigation and in-
quiry, such director or secretary is satisfied that such
new proposed memorandum has been drawn up
strictly in accordance with the provisions of sub-
section (4) ;
(d)the company shall cause an advertisement to be
inserted three tinies in such newspaper or news-
papers as the Registrar shall prescribe (which
three inserdons may be in one or more news-
papers circulating either within or outside the
Colony) stating that the company has lost its
memorandum or as the case may be and that it
is proposed to adopt a new memorandum and
statin(y the place where such proposed new
meiliorandum may be inspected. The advertisement
shall further state that objections to such proposed
new memorandum the nature of which objections to
be stated briefly in writing should be filed with the
Registrar with an address for service within the
Colony of such person objecting within the period
to be fixed by the Registrar) mentioned in such
advertisement;
(e)the manner of advertising and the requirements to
be therein set out mentioned in paragraph (d) shall
be prescribed by the Registrar who shall have the
power to vary or extend the provisions of paragraph
(d) as he shall think fit having regard to the circum-
stances ;
if, within the time limited, no objections are filed
the Registrar shall register such new memnorandum
as the memorandum of association of the company





but with power for him, if lie thinks fit, to refer
the matter, by way of sunirnary application, to a
judge in chambers;
(g) If any objections are filed, the company shall,
unless the Registrar shall direct that all the
objections filed are without substance, apply by
petition to the court to approve the said new pro-
posed memorandum and shall join all persons filin,.,-
objections as parties to such proceedings.
(2) The court upon any such application may give such
directions and may make such order and on such terms and
conditions as it shall, in the circumstances, think fit, and any
memorandum approved by the court, with or without modi-
fications pursuant to this subsection, shall be forthwith
registered by the Registrar.
(3) Any memorandum of association registered by the
Registrar pursuant to the provisions of this section shall have
effect as the nieniorandurn of association of the company, in
place of the memorandum of the company as originally regis-
tered with such amendments thereof as have, from time to
time, been lawfully made, but without prejudice to the rights
of any person or member to proceed by action for damages
in respect of any loss or damage suffered by him by
reason of any variance between the memorandum of the
.company as existing prior to the registration of the new
memorandum and the new memorandum provided such
person or member sliall satisfy the court that lie had no
knowledge of the. proposal to adopt a new memorandum,
and that any proceedings in respect of such loss shall be
commenced within two years of the registration of the new
memorandum of association.
(4) In any case coming within the provisions of this
section regard shall always be had to the form and content
of the. former memorandum of association of the company
in so far as the same are known or can be ascertained.
Accordingly no matter or provisions shall be included in
the pr oposed memorandum which are known not to have
been included in the original memorandum and such pro-
posed new memorandum shall, as far as possible, contain
a full and exact reproduction of all those matters and provi-
sions contained in the original memorandum of association.
(5) In any case in which the Registrar or the court is
satisfied that insufficient data is available as to the matters





contained in the original mernorandum so as to render it
inexpedient, having regard to the circumstances, to allow
the adoption of a new memorandum it shall be competent
for the Registrar or the court to refuse to register or approve
such new memorandum of association.

10. A company, which satisfies the Registrar that by
reason of having fully adopted Table A in the First
Schedule to the principal Ordinance it never had any articles
of association whatsoever, shall be exempt from the obliga-
tion to file a copy of its articles of association.

11. (1) A company shall be exempt from the obligation
imposed upon it by section 4 to supply the Registrar with
a copy of its articles of association if it satisfies the Registrar
by statutory declaration that such articles of association and
all copies thereof have been lost.

(2) Any company exempt by virtue of this subsection
shall, within six months from the commencement of this
Ordinance or such extended period as the Registrar of
Companies may allow, adopt new articles of association ill
place of the articles which have been lost.

(3) Nothing herein contained shall be deemed to
authorize any alteration of articles of association not
authorized by section 13 of the principal Ordinance and
section 117 of the principal Ordinance shall apply to any
special resolution by which any such alteration is effected.

12. (1) If a company is not in possession of or is
unable to obtain its register of members or a copy thereof,
it shall, within three months from the commencement of this
Ordinance or such extended period as the Registrar of
Companies may allow, apply to the Registrar for lcave to
reconstruct its register of members. Any such application
shall be supported by a statutory declaration of a director
or secretary, which statutory declaration shall contain so
far as may be possible particulars of-
(a)the persons who were the registered shareholders
of the company at the date of its last annual return ;
(b)persons who in the opinion of the company have
since become entitled to be registered as share-
holders; and





(c) the evidence upon which the company has relied in
giving such particulars.

(2) Upon any such application the Registrar shall forth-
with direct the company to insert and the company shall
insert in such newspapers (whether circulating in the Colony
or not) as he shall specify an advertisement in three succes-
sive calendar weeks stating-
(a) that application has been made under this section
(b)that the statutory declaration in support and the
exhibits thereto can be inspected, on payment of
such fees as may be prescribed, in the office of the
Registrar of Companies; and
(c)calling upon all persons who claim to be entitled
to be registered as shareholders of the company to
notify the company of their full names and
addresses, their claim and the evidence upon which
it is based within three months from the expiration
of the calendar week in which the first advertise-
ment in a newspaper circulating in the Colony
appears.

(3) At any time after the expiration of the lastly men-
tioned period of three months the Registrar shall, on being
satisfied that the company has complied with any direction
given by him under the foregoing subsection, grant the
company leave to reconstruct its register.
gister.

(4) Where a company has been granted leave under
this section to reconstruct its register such register shall be
reconstructed in such manner as may be prescribed by
regulation and in default of regulation it shall be competent
for the Registrar to give directions as to reconstruction.

(5) Any company to which this section applies and
which has obtained leave to reconstruct its register shall not
be deemed to be in default, in compliance with section 9,5
of the principal Ordinance, so long as it compliance with any
regulations as to reconstruction made under this Ordinance
or with any direction given by the Registrar under subsection
(4) : Provided always that if at any time after the expiration
of six months from the date when leave was granted the
Registrar is of opinion that the reconstructed register is so
defective or is likely to be so inaccurate as to make it





undesirable that the company should carry on business, lie
may, by notice under his hand, revoke the grant of such
leave.

(6) Any sLich revocation shall have the same effect as
an order by the court to wind up the company: Provided
always that upon appeal to a judge in chambers such
revocation may be varied by the grant of leave to the corn-
pany to continue to reconstruct its register of members for
such extended period and upon such terms as to the court
may deem fit.

(7)(a) Any company which has obtained leave to
reconstruct its register may apply to the court by
petition for leave to substitute its reconstructed
register for its original register.
(b) Upon any such application the court may-
(i) settle any dispute as to the ownership of
shares in the company which in the opinion of the
court may conveniently be determined in such pro-
ceedings;
(ii) make an order substituting the reconstructed
register for the original register; and
(iii) if it considers that the register is so defective
or is or is likely to be so inaccurate as to make it
desirable that the company Should cease to carry
on business, inake an order for the winding up of
such company.
(c)Where there are no conflicting claims Outstanding
an order substituting the reconstructed register for
the original register rnay be made by the Registrar.
(d)Any register substituted under sub-paragraph (ii)
of paragraph (1)) or under paragraph (c) or which
is being reconstructed by leave of the court shall be
prima facie evidence of all matters directed or
authorized by the principal Ordinance to be
inserted in the register and any substituted register
shall be Sufficient authority to the company to issue
new share certificates to any person registered
therein as a shareholder at the date of the order of
substitution in respect of the shares of which he is





then shown to be the registered holder and to
cancel 'any previously issued share certificates
relating to such shares.

13. (1) A company shall not be deemed to have been
or to be in default for not having field a general meeting
in any of the years 1941, 1942, 1943, 1944, 1945 and 1946,
if it either has field a general meeting in the year 1946 or
shall hold such meeting in the case of a company having
its register of nienibers before the 31st day of December,
1947, and in the case of a company which has obtained
leave to reconstruct its register before the 30th day of
June, 1948: Provided that, upon satisfactory evidence
being produced to the Registrar of Companies as to the
impossibility or impracticability of holding such meetings
before the 31st day of December, 1947, and the 30th day
of June, 1948, respectively, he may specify such other dates
on or before which such meetings shall be held.

(2) Until the 1st day of July, 1948, if there are no
directors, a general meeting may be validly convened if
convened by the de facto directors of a company for all or
any of the purposes hereinafter specified.

(3) The purposes aforesaid are the election of auditors
to hold office until the next annual general meeting, the
validation, ratification and confirmation of the acts of de, facto
directors and the taking of all steps necessary for the
purpose of rectifying omissions and irregularities arising
during the period of the occupation of the Colony by the
enemy, for complying with the law (including this
Ordinance) for regularizing the position of the company
and for complying with the requirements of the rnemoran-
dum and articles of association.

(4) A general meeting convened by de facto directors
for any of the aforementioned purposes at any time between
the 15th day of August, 1945, and the commencement of
this Ordinance shall have the same validity as if convened
by the lawfully appointed directors of the company.

(5) In this section the expression de facto directors of
a company means the persons who were last valiludly
appointed directors of the company, and the survivors or
fast survivor of them, notwithstanding that by reason of the





occupation of the Colony by the enemy, such persons may
not have complied with any
provision of the law or of the
articles of association of the company relating to the retire-
ment or rotation of directors or may otherwise by reason
of such occupation hlave ceased, in law, to be directors of
the company.

14. (1) Any person who is the registered proprietor
of any shares in any company to which this Part applies
or claims to have become entitled to be registered in the
register of members as the proprietor thereof and who is
not in possession of the share certificate relating thereto may
apply in writing to the secretary of the company for the
issue of a new share certificate under the provisions of this
section.

(2) Such application shall be made in the prescribed
form and shall be accompanied by a statutory declaration
which, in the case of the application being made by a person
other than the registered proprietor, shall verify the claim
and shall in all cases state-
(a)when the share certificate was last in the applicant's
possession and how he lost possession thereof;
(b)whether the applicant has executed my transfer in
respect thereof, whether in blank or otherwise; and
(c)that no other person is entitled to be registered as
the proprietor of the said shares.

(3) If the company has not received notice of any con-
flicting claim, it shall, after compliance with the provisions
of subsections (4) and (5), advertise in the Gazulte in three.
successive months in the prescribed form its intention to
issue a new certificate in respect of all or any of the shares
to which the application relates.

(4) If such application is made by the registered pro-
prietor or the registered, proprietor joins ill the application
the company may insert the first advertisement under the
subsection immediately preceding as soon as the secretary
of the Hong Kong Stock Exchange Limited has certified
to the company in writing at the foot of a copy of the
proposed advertisement that a copy thereof Inas been
exhibited by him in accordance with t he provisions of Sub-
section (6).





(5) If such application is made otherwise than as
aforesaid the company may insert such advertisement only-
if no objection is received from the registered proprietor
within ninety days after a copy of such proposed notifica-
tion has been served upon him by the company by sending
the same by registered post to his last registered address.

(6) The Hong Kong Stock Exchange Limited shall
set aside a conspicuous place in the Stock Exchange
Building for the posting and exhibition of copies of pro-
posed advertisements under subsection (5) and shall, at the
request of the secretary of any company to which this Part
applies, exhibit in, such place any copy of a proposed
advertisement required by subsection (3) supplied to the
said Stock. Exchange by such secretary.

(7) Upon the expiration of three months from the first
insertion in the Gazette of the prescribed advertisement, if'
the company has riot received notice of any claiin, whether
given before or after the commencement of this Ordinance,
conflicting with the application for a new share certificate
it may issue a new share certificate to the applicant not-
withstanding the non-production of the certificate granted
to the person appearing in the register as the registered
proprietor and shall in such event cancel such lastly men-
tioned certificate.

(8) The issue of a new share certificate and the can-
cellation of the previous certificate provided for by the
preceding subsection shall be notified in the Gazette in the
prescribed form and a copy thereof shall be sent by the
company to the said Stock Exchange.

(9) Where a share certificate has been cancelled in
accordance with the provisions of subsection (7) the
following provisions shall apply-
(a) rectification of the register may stiil be made in
favour of a person claiming under such share certi-
ficate as against the person to whom a new share
certificate has been granted but shall not be made
as against a bona fide purchaser for value Without
notice from, the person to whom such new share
certificate has been granted or against any person
claiming under such bona fide purchaser;





(b) in the event of an order for rectification being made
under the preceding paragraph the company, shall
not be or be made liable in any way whatsoever
for having issued and acted on the new certificate ;
(c)in any case in which, but for the provisions of this
section, a person claiming under a share certificate
which has cancelled by the company under
the provisions of this section, would have been
entitled to have his name placed on the register
of members as proprietor of the shares to which.
such certificate relates the company shall not be
or be made liable to such person for such cancella-
tion or for having issued a new certificate or
because the person to whom such cancelled certi-
ficate was issued was registered in the register of
members as the proprietor of the shares in respect
of which such certificate was granted but the person
to whom a new certificate was granted shall in such
event be liable in damages to the person claiming
under the cancelled share certificate. for the value
of the shares as at the time of their transfer to
a bona fide purchaser for value without notice.

(10) All expenses relating to the issue of a new certi-
ficate and the cancellation of a previous certificate under
this section shall be borne by the applicant and it shall
be lawful for the company notwithstanding the mandatory
provisions of this section to refuse comply therewith until
provision for the payincent of such expenses has been made
to its satisfaction.

15. Where any memorandum register or other return
or document (other than a share certificate) of or relating
to any company has been lost or mislaid and another has
been substituted pursuant to the provisions of this Ordin-
ance and such memorandum register or other return or
document is subsequently found, the company shall forth-
with report such finding to the Registrar and cause a copy
thereof verified or certified as required by this Ordinance
to be filed within twenty-eight days for the purposes of
record. In the case of such document being the memoran-
durn or articles of association the company shall within threc
months of such document having been found by special
resolution resolve either to retain the substituted document





or to adopt the document which has been found but save
as aforesaid the finding or filing of such docurnent shall
not affect the validity of any substitution authorized by this
Ordinance.

16. (1) If the directors of a company have laid or
shall
lay before the company in general meeting the
accounts and balance sheets required by section 122 Of the
principal Ordinance at the first general meeting of the
company held since the iSth day of August, 1945, then
so far as concerns any account that should have been laid
before the company in general meeting in the years sub-
sequent to 1940 preceding the holding of such general
meeting, no default shall be deemed to have occurred by
reason of such accounts riot having been laid before the
company at the times prescribed by section 122 of the prin-
cipal Ordinance.

(2) Notwithstanding the provisions of section 122 Of
the principal Ordinance or of the articles of association or
regulations aJecting any company the accounts referred to
in the preceding subsection may, with the approval of the
company in general meeting, which may be given at the
general meeting before which such accounts are laid, be
either one account for the whole period since the last
account prior to the 25th day of December, 1941, or if no
such account has been rendered then since the incorpora-
tion of the company, or may be accounts made up for
periods which together correspond to such aforementioned
period and balance sheets may be made up accordingly.

(3) The approval of the company in general meeting
shall be deemed to have been given if accounts, which could
have been laid before the company in general meeting under
the provisions of this section had it then been in force,
have been passed by the company in general meeting.

(4) Nothing in this section shall be construed so as
to deprive any creditor or shareholder or any other person
of any rights to which he would have been entitled had
this section not been enacted, not being merely a right to
accounts and balance sheets in accordance with section 122
of the principal Ordinance or in accordance with the articles
of association or regulations affecting the company, and if
it be necessary in order to give effect to such rights that





the accounts or balance sheets of the company for the
period affected or for any part thereof be made up in some
other way other than that approved by the company under
this section, then nothing in this section shall authorize a
refusal to make out and furnish such accounts and balance,
sheets.

(5) If it is made to appear to a judge in chambers
that in order that it may be determined whether a creditor
or shareholder or other person has any such right as is
mentioned in subsection (4) it is necessary that accounts
and balance sheets be prepared in the manner directed by
section 122 of the principal Ordinance or in the manner
directed by the articles of association and if in all the cir-
cumstances of the case (including acquiescence on the part
of the applicant, lapse of time and the possibility, of
furnishing the accounts) it appears to him that it is just
and equitable so to do he may, notwithstanding any
approval given by the company in general meeting under
subsection (2), order that accounts and balance sheets be
prepared accordingly.

(6) Any application under subsection (5) shall be made
by summons supported by affidavit and shall be served on
the company and such other parties as the judge may direct.

17. (1) Every company other than a company which
has been granted leave to reconstruct its register shall make
a return in the form of an annual return as on the day
of the first ordinary general meeting of the company held
after the 1st day of September, 1945, and shall forward
the same to the Registrar on or before the 31st day of
December, 1947, or on or before such later date as the
Registrar may in the case of any pardcular company
specify : Provided that, upon satisfactory evidence being
produced to him as to the impossibility or impracticability
of making such return, the Registrar may in place thereof
accept such other return in form of an annual return as
he may approve.

(2) A company which complies with the provisions of
the preceding section or which files a return in accordance
with section 18 shall not be deemed to have been in default
for failing to have filed an annual return in respect of any,
of the calendar years 1942, 1943, 1944, 1945, 1946 or 1947.





18. (1) Where a company has been granted leave to
reconstruct its register it shall file a return in the form
of an annual return in respect of the period from the ist
day of December, 1941, to three months after such recon-
structed register has been substituted for its original register
or to the 30th day of June, 1948, whichever shall be the
later date.

(2) Any such company shall in place of an annual
return in the years 1947 and 1948 file such particulars and
documents as in the opinion of the Registrar it reasonably
can.

19. Any return required by the provisions of this
Ordinance to be filed in the form of an annual return shall
be, in the case of a private company, accompanied by the
certificates required by section 110 of the principal Ordin-
ance.

20. (1) Every liquidator appointed in respect of a
liquidation pending oil the 25th day of December, 1941,
shall, before the. 31st day of August, 1949, file with the
Registrar a statutory declaration giving all relevant parti-
culars in respect of such liquidation as he is able to furnish
and setting out what records and account books (if any)
relating to the company are in his possession or can be
made available to him.


(2) Any liquidator who is in default in comply'
with the provisions of this section shall be liable to a fine
of fifty dollars for every day during which the default
continues.

21. In respect of any, liquidation w hich was pending
on the 25th day of December, 1941, the period from the
25th day of December, 1941, to the expiration of three
months from the commencement of this Ordinance shall not
be reckoned in calculating any period of time for the
purposes of the principal Ordinance and of anything pres-
cribed thereunder. This provision shall not, however, affect
the validity of any act or notice bona fide done or given
in any such liquidation after the 25th day of December,
1941, and before tile commencement of this Ordinance.





22. A liquidator appointed in respect of any liquida-
tion pending on the 25th day of December, 1941, or any
person interested in such liquidation may apply to the court
by summons returnable before a judge in chambers for
directions as to the continuation of such liquidation and upon
such application the court may make such order and give
such directions as it deems fit, including the extension of
any time limited by or prescribed under the principal
Ordinance as extended by section 21 of this Ordinance.
The court may, on any such application order that any
steps taken, returns made, accounts taken, or acts of what-
soever nature done in the liquidation shall be taken, made
or done de novo.

PART II.

23. This Part shall apply to every company which,
prior to the 25th day of December, 1941, had complied
with section 318 of the principal Ordinance.

24. Every company to which this Part applies and
which, after the 25th day of December, 1941, shall have
continued to maintain a place of business within the Colony
or which on or about such date shall have discontinued
such business and subsequently re-established the sarne,
shall, within three months of this Ordinance coming into
force, or within three months of the re-establishment of its
business whichever shall be the later period, comply with
Part XI of the principal Ordinance notwithstanding that
the documents required to be registered by such Part
thereof have already been delivered to the Registrar. This
requirement shall not apply to any company which, since
the ist da of September, 1945, and prior to,tlie coming
into force of this Ordinance, shall have already delivered
to the Registrar the documents and particulars required by
section 318 Of tile principal Ordinance.

25. It shall be the duty of every company to which
this Part applies, within three months from the coming
into force of this Ordinance or such extended period as the
Registrar may, in any particular case, allow to send to the
Registrar particulars of all existing charges required to be
registered under section qi of the principal Ordinance and
which were not so registered on the 8th day of December,
1941.





PART III.

26. Notwithstanding section 7 of the principal Ordin-
ance,
where by the memorandum of association the
registered office of a company is required to be situate in
some particular part of the Colony it shall be lawful,for
the company-
(a)until the 31st day of December, 1948, to have its
registered office in any part of the Colony; and
(b) by special resolution passed at any time before the
31st day of December, 1948, to provide that the
registered office shall be situate anywhere in the
Colony and upon the passing of such special
resolution the inei-norandum sliall be deemed to be
altered accordingly and it shall be unnecessary to
.make any application to the court. [25A

PART IV.

27. Any decision of the Registrar pursuant to the pro-
visions of this Ordinance shall be subject to appeal by way
of summary application to a judge in chambers and any
decision of a judge or of the court other than a decision
by way of appeal from the Registrar shall be subject to
appeal to the Full Court. [26

28. All matters required by this Ordinance and the
principal Ordinance to be dealt with by statutory declara
tion may, if thought desirable, be included in the same
statutory declaration. [27

29 . (i) If a company fails to comply with the pro-
visions of this Ordinance the company and every officer of
the company who is in default shall be liable to a default
fine.

(2) No company or officer thereof shall be liable for
any default fine under this section if it is proved to the
satisfaction of the court or magistrate that the company flas
not carried on business since the ist day of Septen-iber,
194.5, and has no place of business within the Colony. [28

30. Without prejudice to any provision imposing
penalties-





(a)if a company, having made default in complying
with any provision of this Ordinance which
requires it to file with, deliver or send to the Regis-
trar any return, account or other document, or to
give notice to him of any matter, fails to inake
good the default within fourteen days after the
service of a notice on the company requiring it to
do so, the court may, on an application made to
the court by any member or creditor of the coin-
pany or by the Registrar, make an order directing
the company and any officer thereof to make good
the default within such time as may be specified
in the order;
(b) any such order may provide that all costs of and
incidental to the application shall be borne by the
company or by any officer of the company respon
sible for the default. [29

31. Notwithstanding any of the provisions hereinbefore
contained, the Governor may, whenever it may seem to
him expedient to do so, by proclamation declare that any
of the preceding section or sections shall cease to have
effect from a specified date and such cessation shall have
the same effect as if the section Or sectiolls to which it
relates had been repealed. [30

SCHEDULE.

FORM 1. [s. 14 (2).]
COMPANIES (RECONSTRUCTION OF RECORDS)
ORDINANCE.
(Chapter 249 of the Revised Edition).
APPLICATION FOR THE ISSUE OF A NEW SHARE CERTIFICATE.

To the Secretary of the ...Company, Ltd.
This application is made by .................................................
of ............................................................................................
*as the registered proprietor
who claims *as transferee from the registered proprietor of ............
*Ordinary
*Preference Shares in the Company.
*Deferred
* Delete whichever is not applicable.





The distinguishing numbers of the shares are ........................
Separate certificates numbered and
respectively were issued in respect of Nos . to
..................... and Nos . to
DATED this ...day of ..........19

.........
(Signature of Applicant)
If numbers are unknown, state 'unknown'.

FORM 2. [s. 14 (3).]

COMPANIES (RECONSTRUCTION OF RECORDS)
ORDINANCE.
(Chapter 249 of the Revised Edition).

NOTICE OF INTENTION TO ISSUE NEW SHARE CERTIFICATE.
*First
*Second Notice.
*Third
The ....................Company, Ltd.
*Ordinary
*Preference Shares.
*Deferred
NOTICE is hereby given that application has been received
from .............for the issue of ................. a new certificate in respect of ...........................
*new certificates
*Ordinary
*Preference Shares in the above-mentioned Company.
*Deferred
Distinguishing Nos . ......................................
Certificate Nos . and
AND TAKE NOTICE that in default of claims by other
persons to be registered as proprietors of the said shares being
received by the Secretary of the above-mentioned Company within
three months from the first publication of this notice in the
*a new certificate
Gazette the Company may issue *new certificates in respect of
the said shares.
................DATED this ..........day of 19

.....................
Secretary,
The ....Company, Ltd.

*Delete whichever is not applicable.
If numbers are unknown, state 'unknown'.





I hereby certify that a copy of the above advertisement has
been exhibited by me in the Stock Exchange.

...................
Secretary,
Hong Kong Stock Exchange Limited.

FORM 3. [s. 14 (8).]
COMPANIES (RECONSTRUCTION OF RECORDS)
ORDINANCE.
(Chapter 249 of the Revised Edition).

NOTICE OF CANCELLATION OF PREVIOUS SHARE CERTIFICATE AND
ISSUE OF NEW CERTIFICATE.
The............................................................................. Company, Ltd.

*Ordinary
*Preference Shares.
*Deferred

To all whom it may concern:
NOTICE is hereby given that pursuant to the provisions of
section 14 of the above-mentioned Ordinance, the Company has
cancelled the Certificate numbered ...................
Certificates numbered ; and
distinguishing numbers ......issued to
..............................*Ordinary
........................... in respect of *Preference Shares
...........................*Deferred
in the above-mentioned Company.
*Certificate No . ..............................................
*Certificates Nos . .....and having been
*a new Certificate numbered ........................................
cancelled *new Certificates numbered and
distinguishing numbers .....has been issued
............................have
to
A copy of this notice has been sent to the Hong Kong Stock
Exchange Limited.
DATED this ....day of ....19

............
Secretary,
The .......Company, Ltd.

*Delete whichever is not applicable.
tIf numbers are unknown. state 'unknown'.
40 of 1947. 29 of 1948. Short title. Construction. (Cap. 32.) Application of Part I. (58 of 1911.) H.K. (B.M.A.) Gazette Extra-ordinary Vol. 2, No. 13, page 201. Certain particulars to be furnished to the Registrar. (s. 4 cont.) Replacement of Registrar's records. Penalty. Registrar to receive copies of documents filed before 25th December, 1941. Authentication of documents filed. Seal of company lost, etc. Provision where copy of memorandum of association unobtainable. [s. 9 cont.] [s. 9 cont.] [s. 9 cont.] Articles of association. Procedure where articles of association and all copies thereof have been lost. 29 of 1948, s. 2. Register of members. 29 of 1948, s. 2. [s. 12 cont.] General meetings. 29 of 1948, s. 4. [s. 13 cont.] Issue of new share certificate where original is lost. 29 of 1948, s. 5. Schedule, Form 1. Schedule, Form 2. Schedule, Form 3. [s. 14 cont.] Lost documents subsequently found. Profit and loss accounts during occupation period. [s. 15 cont.] Exemption in respect of annual returns during occupation period. 29 of 1948, s. 6. Annual returns where register of members incomplete. Private companies to provide certificate under section 110 of the principal Ordinance. Obligation of liquidators. G.N.A. 110/49. Provisions as to time. Application to court by liquidator for directions. Application of Part II. Foreign companies to register particulars. 29 of 1948, s. 7. Foreign companies to supply particulars of charges. Modification of effect of section 7 of the principal. Ordinance. 29 of 1948, s. 8. Appeals. Provisions in regard to statutory declarations. Liability to default fine for comply with this Ordinance. Enforcement of duty of company to make return. [s. 30 cont.] Power of Governor to repeal any section. 29 of 1948, s. 9. Schedule cont. Schedule cont.

40 of 1947. 29 of 1948. Short title. Construction. (Cap. 32.) Application of Part I. (58 of 1911.) H.K. (B.M.A.) Gazette Extra-ordinary Vol. 2, No. 13, page 201. Certain particulars to be furnished to the Registrar. (s. 4 cont.) Replacement of Registrar's records. Penalty. Registrar to receive copies of documents filed before 25th December, 1941. Authentication of documents filed. Seal of company lost, etc. Provision where copy of memorandum of association unobtainable. [s. 9 cont.] [s. 9 cont.] [s. 9 cont.] Articles of association. Procedure where articles of association and all copies thereof have been lost. 29 of 1948, s. 2. Register of members. 29 of 1948, s. 2. [s. 12 cont.] General meetings. 29 of 1948, s. 4. [s. 13 cont.] Issue of new share certificate where original is lost. 29 of 1948, s. 5. Schedule, Form 1. Schedule, Form 2. Schedule, Form 3. [s. 14 cont.] Lost documents subsequently found. Profit and loss accounts during occupation period. [s. 15 cont.] Exemption in respect of annual returns during occupation period. 29 of 1948, s. 6. Annual returns where register of members incomplete. Private companies to provide certificate under section 110 of the principal Ordinance. Obligation of liquidators. G.N.A. 110/49. Provisions as to time. Application to court by liquidator for directions. Application of Part II. Foreign companies to register particulars. 29 of 1948, s. 7. Foreign companies to supply particulars of charges. Modification of effect of section 7 of the principal. Ordinance. 29 of 1948, s. 8. Appeals. Provisions in regard to statutory declarations. Liability to default fine for comply with this Ordinance. Enforcement of duty of company to make return. [s. 30 cont.] Power of Governor to repeal any section. 29 of 1948, s. 9. Schedule cont. Schedule cont.

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