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    (Hong Kong)Companies Ordinance

(Companies Ordinance)Schedule 11:Transitional and Saving Provisions[s. 27, 369 & 913]Part 6

2013-09-13 17:33:32 Release Author: Read Flow:3659次

Part 6     Transitional and Saving Arrangements for Part 6
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 buy-back 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 (28 of 2012);
(cb) financial assistance given by the company to a
member under section 283, 284 or 285 of the
Companies Ordinance (28 of 2012);”;

(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 (28 of 2012); 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 (28 of 2012);”.
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.





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