（Companies Ordinance）Schedule 11:Transitional and Saving Provisions[s. 27, 369 & 913]Part 4-(Hong Kong)Companies Ordinance-Gold Brand Consulting

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(Hong Kong)Companies Ordinance

（Companies Ordinance）Schedule 11:Transitional and Saving Provisions[s. 27, 369 & 913]Part 4 2013-09-16 12:03:18 Release　Author：　Read Flow：3257次

Part 4 Transitional and Saving Arrangements for Part 4
Division 1 General Transitional and Saving Provisions
13.
Conversion of shares into stock
(1) Section 138 does not affect the conversion of shares
into stock on or after the commencement date of that
section in accordance with a resolution passed before that
commencement date.

(2) The reference in section 174 to the conversion of shares
into stock before the repeal of the power to do so includes
a conversion referred to in subsection (1).
(3) The following provisions of the predecessor Ordinance, as
in force immediately before their repeal, continue to apply
to a conversion of shares into stock that took place before
the commencement date of section 138 or a conversion
referred to in subsection (1)—
(a) section 54 (so far as it relates to a conversion of shares
into stock);
(b) paragraph (i) of the proviso to section 95(1); and
(c) section 95(4) (so far as it relates to that paragraph).
(4) If any amounts of stock have been entered in the register
of members of the company in accordance with paragraph
(i) of the proviso to section 95(1) of the predecessor
Ordinance, those amounts are to be regarded as the details
required by Subdivision 2 of Division 2 of Part 12 to be
entered in the register instead of the details relating to
shares.
14.
Share warrants
(1) This section applies if a company has issued a share
warrant before the commencement date of section 139 but
has not complied with section 97(1) of the predecessor
Ordinance before that commencement date.
(2) Section 97(1) of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply to the
company in relation to the share warrant.
(3) If the particulars of a share warrant have been entered in
the register of members of the company in accordance with
section 97(1) of the predecessor Ordinance, those particulars
are to be regarded as the details required by Subdivision 2
of Division 2 of Part 12 to be entered in the register.15.
Exercise by directors of power to allot shares or grant rights
Section 140 does not apply to an allotment of shares by a
company on or after the commencement date of that section
in accordance with an offer, agreement or option made or
granted by the company before 31 August 1984.
16.
Allotment of shares or grant of rights with company approval
An approval in force under section 57B of the predecessor
Ordinance immediately before the commencement date of
section 141 has effect on and after that commencement date as
if given under section 141.
17.
Return of allotments
Section 45 of the predecessor Ordinance, as in force immediately
before its repeal, continues to apply to shares allotted before the
commencement date of section 142.
18.
Registration of allotment
Section 143 applies to shares allotted on or after the
commencement date of that section.
19.
Issue of share certificate on allotment
Section 70 of the predecessor Ordinance (so far as it relates
to an allotment of shares), as in force immediately before
its repeal, continues to apply to shares allotted before the
commencement date of section 144.
20.
Validation by Court of issue or allotment
Section 57C of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply to shares
purportedly issued or allotted before the commencement date
of section 146.21.
Permitted commissions
Section 46 of the predecessor Ordinance, as in force immediately
before its repeal, continues to apply in relation to an agreement
made in accordance with that section before the commencement
date of section 148 for a company to pay commission to a
person in consideration of the person subscribing or agreeing to
subscribe for shares in the company or procuring or agreeing to
procure subscriptions.
22.
Registration of transfer or refusal of registration
Section 69 of the predecessor Ordinance (so far as it relates to
a transfer of shares), as in force immediately before its
repeal, continues to apply to a transfer lodged before the
commencement date of section 151.
23.
Issue of share certificate on transfer
Section 70 of the predecessor Ordinance (so far as it relates to
a transfer of shares), as in force immediately before its
repeal, continues to apply to a transfer lodged before the
commencement date of section 155.
24.
Transmission of shares by operation of law
Section 69 of the predecessor Ordinance (so far as it relates
to a transmission of shares by operation of law), as in force
immediately before its repeal, continues to apply to shares
transmitted before the commencement date of Subdivision 2 of
Division 4 of Part 4.
25.
Replacement of listed companies’ lost share certificates
(1) An application may be made under section 163 for a new
share certificate whether the original certificate was lost
before, on or after the commencement date of that section,
unless an application for a new certificate had already been
made under section 71A of the predecessor Ordinance
before that commencement date.(2) Section 71A of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply to
an application for a new certificate made before the
commencement date of section 163.
26.
Notice of alteration of share capital
(1) This
section
applies
if
a
company,
before
the
commencement date of section 171, does anything referred
to in section 54(1)(a) to (f) of the predecessor Ordinance.
(2) Section 54 of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply to the
company in relation to the thing done.
27.
Notice of increase of share capital
Section 55 of the predecessor Ordinance, as in force immediately
before its repeal, continues to apply to an increase in a
company’s share capital if the resolution authorizing the
increase was passed before the commencement date of section
171.
28.
Description of shares of different classes
Section 57A of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply to a share
certificate, prospectus or directors’ report issued before the
commencement date of section 179.
29.
Variation of class rights: companies having a share capital
(1) Sections 63A and 64 of the predecessor Ordinance, as in
force immediately before their repeal, continue to apply to
a variation or abrogation of the rights attaching to a class
of shares if the resolution or written consent for the
variation or abrogation was passed or given before the
commencement date of section 180.(2) Item 2(a) of Schedule 1 to the Companies (Fees and
Percentages) Order (Cap. 32 sub. leg. C), as in force
immediately before its repeal, continues to apply in relation
to an application made under section 64 of the predecessor
Ordinance having a continuing effect under subsection (1).
30.
Notifying Registrar of variation or attachment of rights to a class
of shares
Section 64A of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply to an
attachment of rights to a class of shares before the
commencement date of section 184.
31.
Variation of class rights: companies without a share capital
Sections 188 to 192 apply in relation to a variation or
abrogation of the rights of a class of members of a company
on or after the commencement date of those sections.
32.
Repeal of provision about reserve share capital
The repeal of sections 52 and 56 of the predecessor Ordinance
does not affect the validity of any resolution under those
sections that was in force immediately before the repeal.
33.
Payment of interest out of capital
(1) Section 57 of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply to the
payment of interest by a company if the special resolution
under paragraph (a) of the proviso to that section
authorizing the payment was passed before the repeal,
regardless of when the sanction of the court for the
payment is obtained.
(2) Without limiting subsection (1), the company may charge
interest to capital in accordance with section 57 of the
predecessor Ordinance if—(a) interest was paid by a company in accordance with
that section before its repeal, but not charged to
capital; or
(b) interest is paid by a company after the repeal in
accordance with a special resolution passed under
paragraph (a) of the proviso to that section before the
repeal, regardless of when the sanction of the court
for the payment is obtained.
Note—
Paragraph (b) of the proviso to section 57 of the predecessor Ordinance
requires the sanction of the court to be obtained before the payment is
made.
34.
Relief from share capital requirements
(1) Subdivision 1 of Division 8 of Part 4 applies in relation to
an issue of shares on or after the commencement date of
that Subdivision whether the arrangement for the issue or
the transfer of non-cash assets was made before, on or
after that commencement date.
(2) A reference in section 198 to an amount that, because of
Subdivision 1 of Division 8 of Part 4, is not required to be
recorded as a company’s share capital includes an amount
that, immediately before the repeal of section 48E of the
predecessor Ordinance, was not included in the company’s
share premium account by virtue of section 48C or 48D of
the predecessor Ordinance.

Division 2 Transitional Provisions relating to Abolition of Nominal Value
35.
Interpretation
In this Division—
continuing provision (續用條文) means a provision of the
predecessor Ordinance that has a continuing effect under
this Schedule.
36.
References to amount paid on shares issued before commencement
date of section 135
For the purposes of the operation of this Ordinance on and
after the commencement date of section 135 in relation to a
share issued before that commencement date—
(a) the amount paid on the share is the sum of all
amounts paid to the company at any time for the
share; and
(b) the amount remaining unpaid on the share is the
difference between the issue price of the share and the
amount paid on the share.
37.
Treatment of share premium account and capital redemption
reserve
(1) At the beginning of the commencement date of section
135, any amount standing to the credit of the company’s
share premium account and capital redemption reserve
becomes part of the company’s share capital.(2) Any amount that would be required by a continuing
provision to be transferred to a company’s share premium
account or capital redemption reserve on or after the
commencement date of section 135 becomes part of the
company’s share capital.
38.
Use of amount standing to credit of share premium account
(1) Despite section 37 of this Schedule, a company may, on
or after the commencement date of section 135, use the
amount that was standing to the credit of its share
premium account immediately before that commencement
date to—
(a) pay up, in accordance with an agreement made before
that commencement date, shares that are to be issued
on or after that commencement date to members of
the company as fully paid bonus shares;
(b) write off—
(i) the preliminary expenses of the company incurred
before that commencement date; or
(ii) the expenses incurred, commission paid, or
discount allowed, before that commencement
date, in respect of any issue of shares in the
company; or
(c) provide for the premium payable on redemption of
redeemable
preference
shares
issued
before
1
September 1991.
(2) Despite section 37 of this Schedule, if redeemable shares
issued by a company on or after 1 September 1991 but
before the commencement date of section 135 are redeemed
on or after the commencement date of section 135, any
premium payable on their redemption may be paid out of
the proceeds of a fresh issue of shares made for thepurpose of the redemption, up to an amount equal to the
lesser of—
(a) the aggregate of the premiums received by the
company on the issue of the shares redeemed;
(b) the amount that was standing to the credit of the
company’s share premium account immediately before
the commencement date of section 135 less any
amounts already applied under subsection (1) or this
subsection.
(3) If an amount is paid under subsection (2), the remaining
amount available for the purposes of subsection (1) or (2)
must be reduced by a corresponding amount.
39.
Calls on partly paid shares
The liability of a shareholder for calls in respect of money
remaining unpaid on shares issued before the commencement
date of section 135 (whether on account of the nominal value
of the shares or by way of premium) is not affected by the share
ceasing to have a nominal value.
40.
References in contracts and other documents to par or nominal
value
(1) This section applies for the purpose of interpreting and
applying on or after the commencement date of section
135—
(a) a contract entered into before that commencement
date (including a company’s articles);
(b) a resolution of a company or of any of its members
made before that commencement date; or
(c) a trust deed or other document executed before that
commencement date.(2) A reference to the par or nominal value of a share (whether
made expressly or by implication) is a reference to—
(a) if the share was issued before the commencement
date of section 135, the nominal value of the share
immediately before that commencement date;
(b) if the share is issued on or after the commencement
date of section 135 but shares of the same class were
on issue immediately before that commencement
date, the nominal value that the share would have had
if it had been issued immediately before that
commencement date; or
(c) if the share is issued on or after the commencement
date of section 135 and shares of the same class were
not on issue immediately before that commencement
date, the nominal value determined by the directors.
(3) A reference to share premium is a reference to any residual
share capital in relation to the share.
(4) A reference to a right to a return of capital on a share is a
reference to a right to a return of capital of a value equal
to the amount paid in respect of the nominal value of the
share.
(5) A reference to a distribution in a winding up in proportion
to the capital paid up on a share is a reference to a
distribution in a winding up in proportion to the amount
paid in respect of the nominal value of the share.
(6) A reference to the aggregate par or nominal value of
the company’s issued share capital is a reference to
that aggregate as it existed immediately before the
commencement date of section 135 and—
(a) increased to take account of the nominal value of any
shares issued on or after that commencement date;
and(b) reduced to take account of the nominal value of any
shares cancelled on or after that commencement date.
(7) Despite subsection (2) or (6), if the nominal value of a
share is altered on or after the commencement date of
section 135 under a continuing provision, a reference to the
par or nominal value of the share is a reference to the
nominal value as so altered.
41.
References in continuing provisions of the predecessor Ordinance
(1) A reference in a continuing provision to the nominal
amount or nominal value of a share is, in relation to any
period on or after the commencement date of section 135,
a reference to the nominal amount or nominal value of the
share immediately before that commencement date, and a
reference to share premium is to be construed accordingly.
(2) A reference in a continuing provision to a company’s share
premium account or capital redemption reserve is, in
relation to any period on or after the commencement date
of section 135, a reference to the company’s share premium
account or capital redemption reserve immediately before
that commencement date.
(3) Despite subsection (1), if the nominal amount or nominal
value of a share is altered on or after the commencement
date of section 135 under a continuing provision, a
reference in a continuing provision to the nominal amount
or nominal value of the share is a reference to the nominal
amount or nominal value as so altered.

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（Companies Ordinance）Schedule 11:Transitional and Saving Provisions[s. 27, 369 & 913]Part 4