COMPANIES ORDINANCE - minor amendment

COMPANIES ORDINANCE - minor amendment

CHAPTER 32

COMPANIES

1. The Companies Ordinance is amended

(1) in section 2(1)

(a) by adding after the definition of 'articles'-

'authorized financial institution' means a bank or
deposit-taking company licensed or registered
under the Banking Ordinance (Cap. 155); (Added 12
of 1988 s. 2)

(b) by repealing the definition of 'recognized stock exchange';

(c)by adding after the definition of 'the time of the opening of
the subscription lists'

'Unified Exchange' means the Unified Exchange
established under section 27 of the Stock Exchanges
Unification Ordinance; (Added 10 of 1987 s. 2)

(2)in section 20(2)(a) by adding 'or the Government of Hong Kong'
before 'or any department thereof ';

(3) in section 20A by repealing subsections (2) and (5);

(4) in section 38D by repealing subsection (2)(c);

(5)in section 45(2) by repealing 'shall within' and substituting ',shall
within';

(6) in section 52 by substituting 'resolution' for 'resolutin';

(7)in section 71A(3)(a) by repealing 'Secretary for Home Affairs' and
substituting 'Chief Secretary';

(8)in section 79(1) by repealing 'by a floating charge' and
substituting--

by a charge which, as created, was a floating charge

(9) in section 80(3) by substituting 'property' for 'porperty';

(10) in section 80

(a)in subsection (6) by repealing 'to' in the second place where
it occurs and substituting 'be';

(b)in subsection (8) by repealing 'discourt' and substituting
'discount';





(11) in section 92(3) by substituting 'default' for 'dafauIt';

(12) in section 93(2) by substituting 'used' for 'sued';

(13) in section 97(2) by substituting warrant for 'warrent';

(14) in section 122-

(a) by repealing subsection (1) and substituting

(1) Subject to subsection (IB), the directors of every
company shall lay before the company at its annual
general meeting a profit and loss account or, in the case
of a company not trading for profit, an income and
expenditure account for the period, in the case of the first
account, since the incorporation of the company, and, in
any other case, since the preceding account. (Replaced
10 of 1987 s. 4)

(IA) The accounts referred to in subsection (1) shall
be made up to a date falling not more than 6 months, or,
in the case of a private company (other than a private
company which at any time during the period to which
the said accounts relate was a member of a group of
companies of which a company other than a private
company was a member) and a company limited by
guarantee not more than 9 months, before the date of the
meeting. (Added 10 of 1987 s.4. Amended L.N. 245
of 1987)

(1B) The court, if for any reason it thinks fit so to do,
may in the case of any company and with respect to any
year

(a)substitute for the requirement in subsection (1)
to lay a profit and loss account or (as the case
may be) an income and expenditure account
before the company at its annual general
meeting a requirement to lay such account
before the company at such other general
meeting of the company as the court may
specify; and

(b)extend the periods of 6 and 9 months referred
to in subsection (1A). (Added 10 of 1987 s. 4)

(b)in subsection (2) by repealing 'in general meeting' and
substituting

at its annual general meeting or at such other general
meeting of the company as may be specified by the court
under subsection (1B)





(15) in section 129D(3)(b) by substituting 'dividend' for 'divident';

(16) in section 129G(1)-

(a)by substituting 'is' for 'it' in the first place where it occurs;

(b) by adding a comma after 'company)';

(17) in section 141D(3)(b) by adding 'banking' after 'valid';

(18) in section 145-

(a) by adding after subsection (1)--

(IA) If an inspector considers that a person other
than an officer or agent of the company or other body
corporate is or may be in possession of any information
concerning its affairs, he may require that person to
produce to him any books or documents in his custody
or power relating to the company or other body
corporate, to attend before him and otherwise to give him
all assistance in connexion with the investigation which
he is reasonably able to give; and it shall be the duty of
that person to comply with the requirement. (Added 10
of 1987 s. 5)

(b) by repealing subsection (2) and substituting-

(2) An inspector may examine on oath the officers
and agents of the company or other body corporate, and
any such person as is mentioned in subsection (IA), in
relation to the affairs of the company or other body, and
may administer an oath accordingly. (Replaced 10 of
1987s. 5)

(c)in subsection (3) by adding after 'body corporate' where it
first occurs

, or any such person as is mentioned in subsection (1A),

(d) in subsection (3B)--

(i) by adding 'or other body corporate' after 'company',
where it first and secondly occurs;

(ii) by repealing ' agent or employee, as the case may be,
of the company' and substituting--

or agent, as the case may be, of the company or other
body corporate, or person whom he considers may be in
possession of any information concerning its affairs,

(e) by repealing subsections (4) and (4A);

(19) by adding after section 145A-





145B. If an inspector has reasonable grounds for
believing that a director or past director of the company or
other body corporate whose affairs he is investigating
maintains or has maintained an account of any description
with a bank, deposit-taking company or similar financial
institution (whether alone or jointly with any other person and
whether in Hong Kong or elsewhere), into or out of which
there has been paid

(a)any emolument, pension or compensation, or any
part thereof, in respect of his office as such director
particulars of which have not been shown in the
accounts, or in any statement annexed thereto, of the
company or other body corporate, contrary to
section 161;

(b)any money which has resulted from or been used in
the financing of any transaction particulars of which
are not contained in the accounts of any company for
any financial year, contrary to section 161B(1), (2) or
(4);

(c)any money which has been in any way connected
with an act or omission, or series of acts or
omissions, which on the part of that director
constituted misconduct (whether fraudulent or not)
towards the company or body corporate or its
members,

the inspector may require the director to produce to him all
documents in the director's possession, or under his control,
relating to that account.

(Added 10 of 1987 s. 6)

(20) in section 146(4) by adding after 'committed'

or that civil proceedings ought in the public interest to be
brought by any body corporate

(21) in section 147(1) and (3) by adding 'or information supplied' after
'report made' wherever it occurs;

(22) in section 157H(1) in the definition of 'company' by repealing , a
bank licensed under the Banking Ordinance or a deposittaking
company licensed or registered under the Deposit-taking
Companies Ordinance' and substituting--

an authorized institution licensed or registered under the
Banking Ordinance

(23) in section 161

(a)in subsection (1) by repealing 'liad' and substituting 'laid' ;





(b)in subsection (5)(a) by repealing 'section 163(4)' and
substituting 'section 163B(3)';

(24) in section 161B
(a) by adding after subsection (4)-

(4A) Except as provided in subsections (4B) and
(4C), this section shall not require the inclusion in
accounts prepared by a company which is, or is the
holding company of, an authorized financial institution of
particulars of any loan made to any person by the
authorized financial institution or of any guarantee
entered into or security provided by the authorized
financial institution in connection with a loan made to
any person if, but only if, either of the following
conditions is satisfied

(a)the amount of the loan or the amount
guaranteed or secured is not greater, and the
terms of the transaction are not more
favourable in the case of that person than that
or those which it is reasonable to expect the
authorized financial institution to have offered
to or in respect of a person of the same
financial standing as that person but
unconnected with the authorized financial
institution; or

(b)where the transaction in question does not fall
within paragraph (a), the aggregate of the
following amounts does not exceed $10,000,000
or an amount equivalent to 10 per cent of the
paid up capital and reserves of the authorized
financial institution, whichever is the lower

(i) the maximum amount outstanding, in
respect of principal and interest, during the
financial year on all loans (other than loans
falling within paragraph (a)) made by the
authorized financial institution to that person;
and

(ii) the amount representing the maximum
liability of the authorized financial institution
during the financial year under all guarantees
entered into and in respect of every security
provided by the authorized financial institution
(not being transactions falling within paragraph
(a)) in connection with loans made to that
person. (Added 12 of 1988 s. 3)





(4B) In the case of a company which is an
authorized financial institution, the accounts of the
company shall contain a statement showing

(a)the aggregate of the following amounts as at
the end of the financial year

(i) the amount outstanding, in respect of
principal and interest, on every relevant loan
made after 31 August 1984 by the company;
and

(ii) the amount representing the maximum
liability of the company under all guarantees
entered into, and in respect of any security
provided, by that company in connection with
any relevant loan made after 31 August 1984 by
any person; and

(b)the maximum aggregate of the amounts referred
to in paragraph (a) that obtained at any time
during the financial year. (Added 12 of 1988 s.
3)

(4C) In the case of a company which is the holding
company of an authorized financial institution the
accounts (or, if group accounts are required to be
prepared under section 124 dealing with the authorized
financial institution, the group accounts) of the company
shall contain a statement showing

(a)the aggregate of the following amounts as at
the end of the financial year

(i) the amount outstanding, in respect of
principal and interest, on every loan made to an
officer of the company (whether or not he was
an officer of the company at the time the loan
was made) after 31 August 1984 by the
authorized financial institution; and

(ii) the amount representing the maximum
liability of the authorized financial institution
under all guarantees entered into, and in
respect of any security provided, by that
authorized financial institution in connection
with any loan made to an officer of the
company (whether or not he was an officer of
the company at the time the loan was made)
after 31 August 1984 by any person; and

(b)the maximum aggregate of the amounts referred
to in paragraph (a) that obtained during the
financial year. (Added 12 of 1988 s. 3)





(b) by adding after subsection (7)-

(7A) In this section and in sections 161 BA and 161 C
'company' means

(a) a company; or

(b) any other body corporate incorporated in

Hong Kong under an Ordinance. (Added
12 of 1988 s. 3)

(25) by adding after section 161 B-

161BA. (1) A company which is, or is the holding
company of, an authorized financial institution shall maintain a
register containing a copy of every agreement in writing
relating to any transaction (or if no such document exists, a
written memorandum setting out the terms of any transaction)
of which particulars would, but for section 161B(4A), be
required by section 161B to be shown in the accounts of the
company (including group accounts) in respect of each
financial year, and such copies (or memoranda) shall be
retained in the register for a period of 10 years.

(2) A company which is an authorized financial institution
shall before its annual general meeting make available, at the
place where its register of members is kept, for a period of not
less than 14 days ending on the date of the meeting and for a
period of 7 days thereafter, for inspection by members of the
public a statement containing the particulars of transactions
which the company would, but for section 161B(4A), be
required by section 161B to include in its accounts for the
financial year preceding that annual general meeting (or if
there are no such transactions, a statement to that effect), and
such a statement shall also be made available for inspection by
members of the company at the annual general meeting.

(3) It shall be the duty of the auditors of the company by
whom the accounts are examined to examine the statement
referred to in subsection (2) before it is made available for
inspection and to make a report on the statement; and a copy
of the report shall be annexed to the statement before it is so
made available.

(4) A report under subsection (3) shall state whether in
the opinion of the auditors the statement contains the
particulars required by subsection (2) and where their opinion
is that it does not, they shall include in the report, so far as
they are reasonably able to do so, a statement giving the
required particulars.

(5) A company which is an authorized financial
institution shall give public notice of the date of its annual





general meeting in, respectively, an English language
newspaper and a Chinese language newspaper specified in
a list of newspapers issued for the purposes of section 71A
by the Secretary for Administrative Services and In-
formation and published in the Gazette.

(6) The notice referred to in subsection (5) shall be
published not less than 28 days before the date of the
meeting.

(7) If any person being a director of a company fails
to take all reasonable steps to secure compliance by the
company with the requirements of this section, or has by
his own wilful act been the cause of any default by the
company thereunder, he shall be liable on conviction to
imprisonment for 6 months and to a fine of 510,000.

(8) As respects an offence under this section-

(a)in any proceedings against a person in respect of
such an offence consisting of a failure to take
reasonable steps to secure compliance by the
company with the requirements of this section,
it shall be a defence to prove that he had
reasonable ground to believe and did believe that
a competent and reliable person was charged
with the duty of seeing that those requirements
were complied with and was in a position to
discharge that duty; and

(b)a person shall not be sentenced to imprisonment
for such an offence unless, in the opinion of the
court dealing with the case, the offence was
committed wilfully.

(9) The statement referred to in subsection (2) shall
be made available for inspection during business hours
(subject to such reasonable restrictions as the company
may by its articles or in general meeting impose, so that
not less than 2 hours in each day be allowed for inspection)
by any member of the company, without charge and by
any other person on payment of $5, or such less sum as the
company may prescribe, for each inspection.

(10) Any member of the company or other person
may require a copy of the statement referred to in
subsection (2), or any part thereof, on payment of 25
cents, or such less sum as the company may prescribe, for
every 100 words or fractional part thereof required to be
copied. The company shall cause any copy so required by
any person to be sent to that person within a period of 10
days commencing on the day next after the day on which
the requirement is received by the company.





(11) If any inspection required under this section is
refused or if any copy required under this section is not sent
within the proper period, the company and every officer of the
company who is in default shall be liable to a default fine.

(12) In the case of any such refusal or default, the court
may by order compel an immediate inspection of the statement
or direct that the copies required shall be sent to the person
requiring them.

(Added 12 of 1988 s. 4)

(26) in section 163C(2) by substituting 'illegal' for 'illegal';

(27) in section 178

(a) by being renumbered as subsection (1) thereof;

(b) by adding after subsection (1)--

(2) Subsection (1)(a) shall apply to 2 or more
creditors to whom the company is indebted in respect of
unpaid wages, wages in lieu of notice or severance
payments, as the case may be, or all or any of them if the
total of that indebtedness exceeds the sum referred to in
that subsection, as if those creditors were a single
creditor, and a demand under that subsection shall be
valid if signed by any one or more of those creditors.
(Added 12 of 1985 s. 29(3). Amended 48 of 1987 s. 8; 38
of 1989 s. 7)

(28) by adding after section 180

180A. (1) Subject to general rules limiting the power
conferred by this section, the jurisdiction of the court under
this Part may, in the case of an unopposed petition for
winding-up by the court, be exercised by the Registrar of the
Supreme Court.

(2) Any hearing of a petition in pursuance of the
jurisdiction conferred on the Registrar of the Supreme Court
by this section shall be in open court.

(Added 55 of 1988 s. 2)

(29) in section 190(2) by substituting 'require' for 'required' in the first
place where it occurs;

(30) in section 191 by adding '(1)' before 'In a case where a winding-up
order is made';

(31) in section 193(1) by substituting 'liquidator' for 'lquidator';

(32) in section 196 by repealing subsection (2) and substituting

(2) Where a person other than the Official Receiver is
appointed liquidator, he shall receive such remuneration by
way of percentage or otherwise as is determined





(a)where there is a committee of inspection, by
agreement between the liquidator and the committee
of inspection; or

(b)where there is no committee of inspection or the
liquidator and the committee of inspection fail to
agree, by the court,

and if two or more persons are appointed liquidators, their
remuneration shall be distributed among them in such
proportions as may be determined by the committee of
inspection or the court, as the case may be. (Replaced 25 of
1985 s. 3)

(2A) If the Official Receiver is of the opinion that the
remuneration of a liquidator as determined under subsection
(2)(a) should be reviewed the Official Receiver may apply to
the court, and the court may make an order confirming,
increasing or reducing the remuneration of the

liquidator.(Added 25 of 1985 s. 3)

(33) in section 201 by substituting 'prescribed' for 'pescribed';

(34) in section 203-

(a)in subsection (1) by repealing 'and where the Official Receiver
is liquidator he shall cause such account to be prepared';

(b) by repealing subsection (3) and substituting-

(3) The liquidator shall furnish the Official Receiver
with such vouchers and information relating to the
account as he requires, and the Official Receiver may at
any time require the production of, and inspect, any
books or accounts kept by the liquidator. (Replaced 38
of 1987 s. 2)

(M) The Official Receiver may at any time cause the
account to be audited. (Added 38 of 1987 s.2)

(c) in subsection (4) by adding after 'audited'-

(or, as the case may be, forthwith if the Official Receiver
decides that the account need not be audited)

(d)in subsection (5) by repealing 'The liquidator shall cause the
account when audited' and substituting

The liquidator shall, when the account has been audited
or, when he has been notified that the Official Receiver
has decided that the account need not be audited, cause
the account

(e) by adding after subsection (5)-





(6) Notwithstanding the fact that a liquidator has
been notified that the Official Receiver has decided that
the account need not be audited, the Official Receiver
may subsequently cause the account to be audited, and
in that event-

(a)a copy of the audited account shall be filed and
kept by the Official Receiver, and a further copy
shall be delivered to the court for filing, and
each copy shall be open, upon payment of the
prescribed fee, to the inspection of any creditor
or any person having an interest; and

(b)the liquidator shall cause the audited account or
a summary thereof to be printed, and shall send
a printed copy of the account or summary by
post to every creditor and contributory:

Provided that the Official Receiver may in
any case dispense with compliance with

this paragraph. (Added 38 of 1987s. 2)

(35) in section 227D by repealing subsection (4) and substituting--

(4) In subsection (1) 'arrangement' has the meaning
assigned to it by section 166(5). (Replaced 79 of 1988 s.6)

(36) in section 227F(1)

(a) by repealing '$10,000' and substituting '$200,000';

(b) by repealing paragraph (i) and substituting---

(i) the Official Receiver shall be the liquidator but there
shall be no meetings of creditors and contributories
under section 194 or 206; (Replaced 25 of 1985 s.
4)

(37) in section 233(2)(a) by adding 'or on that date but before the
passing of the resolution' before 'and is delivered to the
Registrar';

(38) in section 265

(a) in subsection (1)-
(i) by repealing paragraphs (b) and (c) and substituting-

(b) any

(i) payment from the Protection of Wages on
Insolvency Fund under section 18 of the Protection
of Wages on Insolvency Ordinance to any clerk or
servant in respect of wages or salary or





both in respect of services rendered to the company
if such payment was made during a period of 4
months before the commencement of the winding
up; and (Amended 48 of 1987s. 8)

(ii) wages and salary (including commission
provided that the amount thereof is fixed or
ascertainable at the relevant date) of any clerk or
servant in respect of services rendered to the
company during the relevant period not exceeding,
together with any payment under subparagraph (i),
$3,000; (Replaced 12 of 1985 s.29)

(c) any-

(i) payment from the Protection of Wages on
Insolvency Fund under section 18 of the Protection
of Wages on Insolvency Ordinance to any labourer
or workman in respect of wages, whether payable for
time or for piece work, in respect of services
rendered to the company if such payment was made
during a period of 4 months before the
commencement of the winding up;and (Amended 48
of 1987s. 8)

(ii) wages of any labourer or workman, whether
payable for time or for piece work, in respect of
services rendered to the company during the
relevant period not exceeding, together with any
payment under sub-paragraph (i), $3,000;
(Replaced 12 of 1985 s. 29)

(ii) by adding after paragraph (ca)-

(caa)any long service payment payable to an
employee under the Employment Ordinance,
not exceeding in respect of each employee
$8,000; (Added 77 of 1985 s. 2)

(iii) by adding after paragraph (d)---

(e)where the company being wound up is an
insurer, any sum payable to a person in respect
of any claim (other than a claim for a refund of
premium) made under or in accordance with a
contract of insurance (but not a contract of
reinsurance) effected by the insurer as part of
its general business carried on in or from Hong
Kong, unless--

(i) such sum is, under the contract or in the
ordinary course of business, payable in a place
outside Hong Kong where assets of the
company are maintained and under the law of
that place the claim in respect of





which the sum is payable is, in the event of a
winding up, accorded priority with respect to
those assets over claims which under the
contract or in the ordinary course of business
are payable at any other place; or

(ii) the person to whom the sum is payable is
entitled with respect to the claim to claim
compensation under any scheme designed to
secure compensation to persons in
circumstances where the insurer becomes
insolvent; (Added 79 of 1988 s. 8)

(f)where the company being wound up is an
insurer, any sum payable (after offsetting the
amount of any sums owing from the claimant)
to a person in respect of any claim (other than a
claim for a refund of premium) made under or in
accordance with a contract of reinsurance
effected by the insurer, as reinsurer, as part of
its general business carried on in or from Hong
Kong, unless such sum is, under the contract
or in the ordinary course of business, payable
in a place outside Hong Kong where assets of
the company are maintained and under the law
of that place the claim in respect of which the
sum is payable is, in the event of a winding up,
accorded priority with respect to those assets
over claims which under the contract or in the
ordinary course of business are payable at any
other place. (Added 79 of 1988 s. 8)

(b) in subsection (2)-

(i) by repealing 'Where' and substituting 'Subject to
subsection (1)(b) and (c), where';

(ii) by adding ' or long service payment' after severance
payment';

(c) in subsection (3) by adding '(caa),' after '(ca),';

(d) by adding after subsection (3)-

(3A) The debts specified in subsection (1)(d) shall
have priority over the debts specified in subsection
(1)(e) and (f). (Added 79 of 1988 s. 8)

(3AA) The debts specified in subsection (1)(e)-

(a)shall have priority over the debts specified in
subsection (1)(f);

(b) shall rank equally among themselves; and





(c)shall be paid in full unless the assets are
insufficient to meet them, in which case they
shall abate in equal proportions among
themselves. (Added 79 of 1988 s. 8)

(3AB) The debts specified in subsection (1)(f)-

(a) shall rank equally among themselves; and

(b)shall be paid in full unless the assets are
insufficient to meet them, in which case they
shall abate in equal proportions among

themselves.(Added 79 of 1988 s. 8)

(e)in subsection (M) by repealing floating charge created' and
substituting 'charge created as a floating charge';

(f) in subsection (6)-

(i) by adding after the definition of 'accrued holiday
remuneration'

'general business' means insurance business not being
long term business as defined in section 2(1) of the
Insurance Companies Ordinance (Cap. 41); (Added
79 of 1988 s. 8)

'insurer' means a person carrying on insurance
business; (Added 79 of 1988 s. 8)

'Protection of Wages on Insolvency Fund' means the
fund deemed to be established and continued in
existence under section 6 of the Protection of Wages
on Insolvency Ordinance; (Added 12 of 1985 s. 29
(3) )

(ii) by repealing the definition of 'the relevant period' and
substituting

'the relevant period' means

(a)in a case where a company is being wound up
by the court and the relevant date in the case of
that company is a date other than the date of
the commencement of the winding up, the
period

(i) beginning 4 months next before the
commencement of the winding up and ending
on the relevant date; or

(ii) beginning 4 months next before the date
of application for an ex gratia payment, under
section 16 of the Protection of Wages on
Insolvency Ordinance, from the Protection of
Wages on Insolvency Fund, and ending on
that date of application,

whichever is the earlier;





(b)in any case where paragraph (a) does not
apply, the period

(i) of 4 months next before the relevant date;
or

(ii) beginning 4 months next before the date
of application for an ex gratia payment, under
section 16 of the Protection of Wages on
Insolvency Ordinance, from the Protection of
Wages on Insolvency Fund,

whichever is the earlier; (Replaced 48 of 1987
s.8)

(g) by adding after subsection (7)-

(8) The Fourth Schedule to the Protection of Wages
on Insolvency Ordinance 1985 shall not apply in the case
of a winding up where the date of the commencement of
the winding up occurred before the commencement* of
that Ordinance, and, in such case, the provisions relating
to preferential payments which would have applied if that
Ordinance had not been enacted shall be deemed to
remain in full force.

(Added 12 of 1985 s. 29(3))

(9) The Companies (Amendment) (No. 3) Ordinance
1988 shall not apply in the case of a winding up where the
date of the commencement of the winding up occurred
before the commencement of that Ordinance, and, in such
a case, the provisions relating to preferential payments
which would have applied if that Ordinance had not been
enacted shall be deemed to remain in full force. (Added
79 of 1988 s.8)

(39) by repealing section 269(2) and substituting

(2) For the purposes of this Ordinance-

(a)an execution against goods is completed by seizure
and sale or by the making of a charging order under
section 20 of the Supreme Court Ordinance;

(b)an attachment of a debt is completed by the receipt
of the debt; and

(c)an execution against land is completed by seizure,
by the appointment of a receiver, or by the making
of a charging order under the said sections 20
(Replaced 52 of 1987s. 44)

(40) in section 294 by repealing subsections (1) and (2) and substituting





(1) Whenever the cash balance standing to the credit
of the Companies Liquidation Account is in excess of the
amount which in the opinion of the Official Receiver is
required for the time being to answer demands in respect
of companies' estates, he may invest in his name the whole
or any part of such excess on fixed deposit or deposit at
call with such bank as he thinks fit or in Government
securities (including securities issued by the Government of
the United Kingdom). (Replaced 79 of 1988 s. 9)

(2) When any part of the money placed on deposit or
otherwise invested under subsection (1) is, in the opinion
of the Official Receiver, required to answer any demands
in respect of companies' estates, he shall raise such sum as
may be required by the withdrawal of such part of any
money placed on deposit or by sale of such part of the
securities referred to in subsection (1), as may be
necessary.(Replaced 79 of 1988 s. 9)

(41) by repealing section 295 and substituting-

295. (1) The Official Receiver shall keep an account
of the receipts and payments in the winding up of each
company.

(2) When the cash balance standing to the credit of
the account of any company exceeds by $100,000 or more
the amount which, in the opinion of the committee of
inspection or where there is no committee of inspection in
the opinion of the liquidator, is required for the time being
to answer demands in respect of the company's estate, the
Official Receiver shall, on the request of the committee of
inspection or where there is no committee of inspection on
the request of the liquidator, invest the amount of such
excess on fixed deposit or on deposit at call with such bank
as the Official Receiver thinks fit or in Government
securities (including securities issued by the Government of
the United Kingdom), to be placed to the credit of the
account of the company.

(3) When any part of the money so invested is, in the
opinion of the committee of inspection or where there is no
committee of inspection in the opinion of the liquidator,
required to answer any demands in respect of the estate of
the company, the Official Receiver shall, on the request of
the committee of inspection or where there is no committee
of inspection on the request of the liquidator, raise such
sum as may be required by the withdrawal of such part of
any money placed on deposit or by the sale of such part of
the securities referred to in subsection (2), as may be
necessary.





(4) Out of the interest paid on the investments made
under this section, an amount equal to 1 1/2% per annum (or
such other rate as may be fixed by the Financial Secretary for
the purposes of this section by notice published in the
Gazette) of the money invested shall be paid to the credit of
the Official Receiver and the balance shall be paid to the credit
of the company.

(5) The Official Receiver shall on or before 31 March in
each year transfer to the general revenue the accumulated
amount paid to his credit under subsection

(4).

(Replaced 38 of 1987 s. 4)

(42) in section 296-

(a) in subsection (2) by adding 'and orders' after 'rules';

(b)in subsection (3) by adding 'by order' after 'Legislative
Council,';

(c) by adding after subsection (3)-

(4) The amount of any fees prescribed under this
section shall not be limited by reference to the amount of
administrative or other costs incurred or likely to be
incurred by the Official Receiver in the winding up of
companies or of any particular company. (Added 38 of
1987 s. 5)

(5) Without prejudice to the generality of subsection
(4), fees referred to in that subsection may be fixed by
reference to a scale of fees and percentages. (Added 38
of 1987s. 5)

(6) Rules or orders made under this section may
authorize the court to fix any fee or to vary the amount of
any fee otherwise prescribed. (Added 38 of 1987 s. 5)

(7) No fee prescribed under this section shall be
invalid by reason only of the amount of that fee. (Added
38 of 198 7 s. 5)

(8) Fees required to be paid under rules or orders
made under this section shall be recoverable as a debt.
(Added 38 of 1987s. 5)

(9) Rules or orders made under this section before
the commencement* of the Companies (Amendment)
(No. 2) Ordinance 1987 and in force immediately before
such commencement shall have effect as from the
commencement of that Ordinance as if made under this
section as amended by that

Ordinance. (Added 38 of 1987s. 5)





(43) in section 304-

(a) by repealing subsection (1A); and

(b) by adding after subsection (2)

(3) Where-

(a)a prospectus delivered under section 38D(1) or
342C(1) comes within more than one class or
description of prospectus specified in the
English Schedule; and

(b)the fees specified in relation to those classes or
descriptions of prospectus are not of the same
amount,

the fee payable for the registration of the prospectus
shall be whichever is the higher or, as may be
appropriate, the highest of the fees so specified. (Added
41 of 1989 s. 2)

(44) in section 305-

(a)in subsection (1) by repealing 'prescribed under section
304(1A)' and substituting 'required to be paid under section
304(1)';

(b)in subsection (3) by repealing 'evidence as of equal validity
with the original document.' and substituting

evidence-

(a)as of equal validity with the original document;
and

(b) on its production without further proof,

and, until the contrary is proved, the court before which
such copy or extract is produced shall presume

(i) that the document is certified by the Registrar;
and

(ii)that the document is a true copy of or extract
from the original document.

(45) in section 333-

(a)in subsection (1)(e), by adding 'subject to subsection (IA),'
before 'a certified copy';

(b) by adding after subsection (1)-

(IA) Where it is shown to the satisfaction of the
Registrar that it is not the practice under the law of the
place where an oversea company purports to be
incorporated to issue a certificate of incorporation,





the company may, instead of delivering a copy of its
certificate of incorporation as required by subsection
(1)(e), within 1 month of the establishment of its place of
business in Hong Kong, deliver to the Registrar for
registration such other evidence of incorporation as the
Registrar deems sufficient. (Added 79 of 1988 S. 11)

(46) in section 360 by adding after subsection (3)--

(4) The amount of any fee prescribed under this section
shall not be limited by reference to the amount of
administrative or other costs incurred or likely to be incurred
in relation to providing the service to which such fee relates.
(Added 41 of 1989 s. 4)

(47) in the Eighth Schedule---

(a) in Part I, by repealing paragraph (ca) and substituting---

(ca) for registration of-
(i) full new issue or offer for sale prospectus $30,000

(ii) rights issue prospectus $15,000
(iii) Eurobond issue prospectus $15,000
(iv) warrant issue prospectus $10,000
(v) mutual fund prospectus $ 5,000
(vi) any other prospectus $ 5,000

(Replaced 41 of 1989 s. 5)

(b) in Part I(e), by repealing sub-paragraphs (i) and (ii) and

substituting-
(i) if delivered within 42 days after the annual
general meeting (Replaced 79 of 1988 s. 12) $ 50
(ii) if delivered more than 42 days after but
within 3 months after the annual general meeting
(Replaced 79 of 1988 s. 12) ..$ 500
(iii) if delivered more than 3 months after but
within 6 months after the annual general meeting
(Added 79 of 1988 s. 12) .....$1,000

(iv) if delivered more than 6 months after the

annual general meeting.....(Added 79 of 1988 s. 12) $1,500

(c) by repealing Parts IV and V and substituting---

IV.-BY A COMPANY REQUIRING A LICENCE,
CONSENT OR APPROVAL UNDER
THIS ORDINANCE

(a).........................for a consent under section 20(2) $ 500
(b).........................for a licence under section 21 $1,000
(c).........................for an approval under section 22(1) $ 200

(d) for a licence under section 93(2) $ 200

(Replaced 41 of 1989 s. 5)





V.-MISCELLANEOUS FEES

(a)for an application under section 20A(1) $ 50
(b)for an application under section 20A(4) $ 25
(c)...............for inspecting-
(i) by virtue of section 305(1) the register or
any file or any other document kept by
the Registrar, for each inspection $ 5
(ii) the register of charges kept under section
83, for each inspection ...$ 5

(d) for issuing under section 305(1)

(i) a certificate of incorporation $ 100
(ii) a copy or extract of any other document
or part of any other document-
(A) by photostatic means, per sheet or
page ...................$ 3

(B) where the copy or extract is made

other than by photostatic means,
per folio of 100 words or part
thereof .................3
For each additional copy or extract after
the first or top copy, per folio of 100
words or part thereof .$ 3

(e) for certifying a copy or extract of any

document ................................................... $ 75

(f) for registering-
(i) under Part III of the Ordinance any
charge required to be registered
thereunder whether created by a
company or existing on property
acquired by a company ......$ 200
(ii) particulars of a series of debentures
under Part III of the Ordinance 200
(iii) the appointment of a receiver or
manager, or a mortgagee's entering into
possession, under section 87 $ 20

(g) for endorsing the words 'satisfaction entered'
upon an instrument of charge under section 85 $ 20

(h)for furnishing a copy of a memorandum of
satisfaction under section 85 20
(i)for the completion of or giving effect to any
dealing, transaction or matter relating to a
defunct company, by any act done or caused to
be done by the Registrar under section 291 B $1,150
(j)for an authorization under section 111 (1) $ 500

(Replaced 41 of 1989 s. 5)

(48) in the Tenth Schedule-

(a)in paragraph 13(1)(b) by repealing interest and substituting
'interest';

(b) in paragraph 26(3) by adding 'banking' after valid

(49) in the manner indicated in the Schedule hereto.











SCHEDULE

SUBSTITUTION OF 'UNIFIED EXCHANGE' FOR 'RECOGNIZED STOCK EXCHANGE'

Provision amended Deletion Substitution
Section 38(5)(b) 'a recognized stock'the Unified Exchange'
exchange in Hong Kong'
Section 71A(3) 'a recognized stock'the Unified Exchange'
exchange'
Section 71A(4)(a) 'each recognized stock 'the Unified Exchange'
exchange'
Section 7 1 A(5) 'Every recognized stock 'The Unified Exchange'
exchange'
Section 7 1 A(8) 'each recognized stock 'the Unified Exchange'
exchange'
Section 71A(I2) (in the 'a recognized stock 'the Unified Exchange'
definition of exchange,,
company
Section 114A(2)(a) 'a recognized stock 'the Unified Exchange'
exchange'
Section 153(2) 'a recognized stock'the Unified Exchange'
exchange'
Section 154A(3) 'a recognized stock'the Unified Exchange'
exchange'
Section 155A(1)(a) 'a recognized stock 'the Unified Exchange'
exchange,,
Section 157H(1) (in the 'a recognized stock 'the Unified Exchange'
definition of exchange'
'company')
Section 157H(9)(a) 'a recognized stock 'the Unified Exchange'
exchange'
Section 342(5)(b) 'a recognized stock 'the Unified Exchange'
exchange in Hong Kong'
Section 345(2)(c) 'a recognized stock 'the Unified Exchange'
exchange-
Ninth Schedule, Part 1, 'a recognized stock 'the Unified Exchange'
paragraphs 1 and 2 exchange'
Tenth Schedule, Part 1, 'a recognized stock 'the Unified Exchange'
paragraph 9(3) exchange'
Tenth Schedule, Part 'a recognized stock 'the Unified Exchange'
IV, paragraph 31(a) exchange'

2. The Companies (Forms) Regulations are amended in the Schedule in
Forms IV, I(F) and II(F) by repealing in each case 'Fee $100.00', and
substituting 'Fee $200.00'.

3. The Companies (Winding-up) Rules are amended-

(1)in rule 5(1) by repealing 'The' and substituting 'Except as provided
in section 180A, the';





(2) in rule 6 by repealing paragraph (c) and substituting-

(c)any matter or application may, at any time, if a judge
thinks fit, be adjourned from chambers to court or
from court to chambers, and if all the contending
parties require any matter or application to be
adjourned from chambers to court it shall be so
adjourned.

(3)in rule 22A(I) by repealing '$1,000' and substituting
'$10,000';

(4) in rule 27A-

(a) by repealing paragraph (4);

(b)in paragraph (5) by repealing '$100' and substituting
'$1,000';

(5)in rule 28(1) by adding 'or of a petitioner' after
'contributory';

(6)in rule 60(4) by repealing '$3V and substituting '$150 or
otherwise as the court directs';

(7)in rule 93(1) by repealing 'any distribution made before such
debts are proved' and substituting 'the distribution made
next after that date and from the benefit of any previous
distribution';

(8)in rule 106 by repealing 'one month, or if a special manager
has been appointed then within 6 weeks' and substituting '3
months';

(9) in rule 146-

(a)in paragraph (1) by repealing 'The remuneration of a
liquidator, unless the court shall otherwise order, shall bC
and substituting-

Where the remuneration of a liquidator is determined
by the committee of inspection, it may be

(b) in paragraph (2) by repealing 'The' and substituting-

If there is no committee of inspection, the

(10) in rule 160-

(a) in paragraph (2) by adding after 'invested'--
or to withdraw any money of the company's assets
held on deposit





(b) by repealing paragraph (3) and substituting-

(3) Where there is no committee of inspection in
any such winding up as is mentioned in paragraphs
(1) and (2) and members' voluntary winding up a case
has in the opinion of the liquidator arisen under
section 295 of the Ordinance for an investment of
funds of the company, a withdrawal of funds of the
company held on deposit in a bank or a sale of
securities in which the company's funds have been
invested, the liquidator shall sign and transmit to the
Official Receiver a certificate of the facts on which his
opinion is founded, and a request to the Official
Receiver to make the investment, withdrawal or sale
mentioned in the certificate.
10 of 1987 s. 2. (Cap. 361) 79 of 1988 s. 2. 25 of 1985 s. 2. 79 of 1988 s. 3. 79 of 1988 s. 4. L.N. 153 of 1988 L.N. 283 of 1986 L.N. 67 of 1985 L.N. 242 of 1989 10 of 1987 s. 3. L.N. 283 of 1986 L.N. 153 of 1988 L.N. 283 of 1986 L.N. 283 of 1986 L.N. 283 of 1986 10 of 1987 s. 4. L.N. 245 of 1987 L.N. 283 of 1986 L.N. 283 of 1986 27 of 1986 s. 137 10 of 1987 s. 5 10 of 1987 s. 5 10 of 1987 s. 5 Power of inspector to call for director's accounts. 10 of 1987 s. 7 10 of 1987 s. 8. 27 of 1986 s. 137. (Cap. 155.) L.N. 283 of 1986 79 of 1988 s. 5. Further provisions relating to loans to officers, etc. of authorized financial institutions. L.N. 283 of 1986 12 of 1985 s. 29(3) Hearing of unopposed petition by Registrar of Supreme Court. L.N. 283 of 1986 L.N. 378 of 1989 L.N. 283 of 1986 L.N. 283 of 1986 38 of 1987 s. 2. 38 of 1987 s. 2. 38 of 1987 25 of 1985 s. 4. 79 of 1988 s. 7. (Cap. 380.) (Cap 380) (Cap. 57) 12 of 1985 s. 29(3) 77 of 1985 s. 2. 77 of 1985 s. 2. 10 of 1987 s. 9 (Cap. 380) (Cap 380) (Cap. 380) (12 of 1985) [* 19.4.1985] (Cap. 4) Separate accounts of particular estates 38 of 1987 s. 5. (38 of 1987) [*3.7.87.] 41 of 1989 s. 2. 41 of 1989 s. 3. 79 of 1988 s. 10 79 of 1988 s. 11 L.N. 283 of 1986 27 of 1986 s. 137 10 of 1987 s. 11 L.N. 107 of 1985 L.N. 304 of 1988 L.N. 108 of 1987 L.N. 139 of 1985 L.N. 139 of 1985 L.N. 376 of 1989 L.N. 139 of 1985 L.N. 376 of 1989 L.N. 139 of 1985 25 of 1985 s. 7. 25 of 1985 s. 7. L.N. 197 of 1987 L.N. 197 of 1987

10 of 1987 s. 2. (Cap. 361) 79 of 1988 s. 2. 25 of 1985 s. 2. 79 of 1988 s. 3. 79 of 1988 s. 4. L.N. 153 of 1988 L.N. 283 of 1986 L.N. 67 of 1985 L.N. 242 of 1989 10 of 1987 s. 3. L.N. 283 of 1986 L.N. 153 of 1988 L.N. 283 of 1986 L.N. 283 of 1986 L.N. 283 of 1986 10 of 1987 s. 4. L.N. 245 of 1987 L.N. 283 of 1986 L.N. 283 of 1986 27 of 1986 s. 137 10 of 1987 s. 5 10 of 1987 s. 5 10 of 1987 s. 5 Power of inspector to call for director's accounts. 10 of 1987 s. 7 10 of 1987 s. 8. 27 of 1986 s. 137. (Cap. 155.) L.N. 283 of 1986 79 of 1988 s. 5. Further provisions relating to loans to officers, etc. of authorized financial institutions. L.N. 283 of 1986 12 of 1985 s. 29(3) Hearing of unopposed petition by Registrar of Supreme Court. L.N. 283 of 1986 L.N. 378 of 1989 L.N. 283 of 1986 L.N. 283 of 1986 38 of 1987 s. 2. 38 of 1987 s. 2. 38 of 1987 25 of 1985 s. 4. 79 of 1988 s. 7. (Cap. 380.) (Cap 380) (Cap. 57) 12 of 1985 s. 29(3) 77 of 1985 s. 2. 77 of 1985 s. 2. 10 of 1987 s. 9 (Cap. 380) (Cap 380) (Cap. 380) (12 of 1985) [* 19.4.1985] (Cap. 4) Separate accounts of particular estates 38 of 1987 s. 5. (38 of 1987) [*3.7.87.] 41 of 1989 s. 2. 41 of 1989 s. 3. 79 of 1988 s. 10 79 of 1988 s. 11 L.N. 283 of 1986 27 of 1986 s. 137 10 of 1987 s. 11 L.N. 107 of 1985 L.N. 304 of 1988 L.N. 108 of 1987 L.N. 139 of 1985 L.N. 139 of 1985 L.N. 376 of 1989 L.N. 139 of 1985 L.N. 376 of 1989 L.N. 139 of 1985 25 of 1985 s. 7. 25 of 1985 s. 7. L.N. 197 of 1987 L.N. 197 of 1987

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