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    (Hong Kong)Companies Ordinance

(Companies Ordinance)Schedule 10:Consequential and Related Amendments to Other Ordinances and Subsidiary Legislation[ss. 912 & 920]Part 41 to 50

2013-09-30 11:23:48 Release Author: Read Flow:3060次

Part 41    Amendments to Banking (Disclosure) Rules (Cap. 155 sub. leg. M)
139.
Section 2 amended (Interpretation)
Section 2(1), Chinese text, definition of 金融企業, paragraph
(a)(iv)—
Repeal
“控股公司”
Substitute
“控權公司”.

140.
Section 24 amended (Capital structure and adequacy)
Section 24(2)(a)(iii), after “share premium account”—
Add
“(if any)”.
141.
Section 32 amended (Interpretation of Part 4)
(1) Section 32—
Renumber the section as section 32(1).
(2) Section 32(1), Chinese text, definition of 關聯者, paragraph
(d)—
Repeal
“控股公司”
Substitute
“控權公司”.
(3) Section 32(1)—
Repeal the definitions of medium-term lease, long lease and
short lease.
(4) Section 32(1)—
Add in alphabetical order
“lease (租約) includes an agreement for a lease;”.
(5) After section 32(1)—
Add
“(2) In this Part, a lease is a long lease if—
(a) in relation to land in Hong Kong—
(i) the portion of the term for which the lease
was granted remaining unexpired at the end
of the financial year is not less than 50 years;
or(ii) in the case of a renewable Government lease,
the portion of the term for which the lease
was granted remaining unexpired at the end
of the financial year, when added to the term
for which the lessee is entitled to renew the
lease, amounts to a period of not less than
50 years from the end of that financial year;
or
(b) in relation to land outside Hong Kong, the
portion of the term for which the lease was
granted remaining unexpired at the end of the
financial year is not less than 50 years.
(3) In this Part, a lease is a medium lease if—
(a) in relation to land in Hong Kong—
(i) the portion of the term for which the lease was
granted remaining unexpired at the end of the
financial year is less than 50 years but not less
than 10 years; or
(ii) in the case of a renewable Government lease, the
portion of the term for which the lease was
granted remaining unexpired at the end of the
financial year, when added to the term for which
the lessee is entitled to renew the lease, amounts
to a period of less than 50 years but not less than
10 years from the end of that financial year; or
(b) in relation to land outside Hong Kong, the portion of
the term for which the lease was granted remaining
unexpired at the end of the financial year is less than
50 years but not less than 10 years.
(4) In this Part, a lease is a short lease if it is neither a long
lease nor a medium lease.”.142.
Section 45 amended (Capital structure and adequacy)
Section 45(3)(a)(iii), after “share premium account”—
Add
“(if any)”.
143.
Section 104 amended (Consolidated group level disclosures:
general)
Section 104(b), Chinese text—
Repeal
“控股公司”
Substitute
“控權公司”.


Part 42    Amendment to Legal Practitioners Ordinance (Cap. 159)
144.
Section 2 amended (Interpretation)
Section 2(1), definition of Society of Notaries, after “Companies
Ordinance (Cap. 32)”—
Add
“as in force at the time”.


Part 43    Amendments to the Solicitors’ Practice Rules (Cap. 159 sub. leg. H)
145.
Rule 1A amended (Interpretation)
(1) Rule 1A, definition of associated parties—
Repeal
““holding company” (控股公司) and “subsidiary” (附屬公司)
have the same meanings as in the Companies Ordinance
(Cap. 32);”
Substitute
“holding company (控權公司) and subsidiary (附屬公司)
have the same meanings as in the Companies Ordinance (28
of 2012);”.
(2) Rule 1A, Chinese text, definition of 有聯繫各方, paragraphs
(a) and (b)—
Repeal
“控股公司”
Substitute
“控權公司”.


Part 44    Amendments to Trainee Solicitors Rules (Cap. 159 sub. leg. J)
146.
Rule 2 amended (Interpretation)
(1) Rule 2, definition of company, paragraph (a)—

Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(2) Rule 2, definition of company, paragraph (b)—
Repeal
“company registered under Part XI of that Ordinance”
Substitute
“registered non-Hong Kong company as defined by section
2(1) of the Companies Ordinance (28 of 2012)”.


Part 45    Amendment to Solicitors (Professional Indemnity) Rules (Cap. 159 sub. leg. M)
147.
Schedule 3 amended (Exclusions and conditions)
Schedule 3, paragraph 1(2)(c)(vi)—
Repeal
“section 2(4) of the Companies Ordinance (Cap. 32)”
Substitute
“section 15 of the Companies Ordinance (28 of 2012)”.


Part 46    Amendments to Solicitors (Group Practice) Rules (Cap. 159 sub. leg. X)
148.
Section 7 amended (Group practice management company)
(1) Section 7(1)—
Repeal
“Companies Ordinance (Cap. 32)”
Substitute
“Companies Ordinance (28 of 2012), or under the
Companies Ordinance (Cap. 32) as in force from time to
time before the commencement date of section 2 of
Schedule 9 to the Companies Ordinance (28 of 2012)”.
(2) Section 7(2)—
Repeal
“memorandum”
Substitute
“articles of association”.
149.
Section 8 amended (Reporting to Society)
Section 8(1)(c)(i)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012) or the Companies Ordinance (Cap. 32) as in
force at the time of the registration (as the case may be)”.


Part 47    Amendments to Money Lenders Ordinance (Cap. 163)
150.
Section 2 amended (Interpretation)
(1) Section 2(1), definition of company, paragraph (a)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(2) Section 2(1), definition of company, after paragraph (a)—
Add
“(ab) incorporated under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance
(28 of 2012);”.
(3) Section 2(1), definition of subsidiary—
Repeal
“means subsidiary within the meaning of section 2 of the
Companies Ordinance (Cap. 32)”
Substitute
“has the meaning given by section 15 of the Companies
Ordinance (28 of 2012) for the purposes of that
Ordinance”.
151.
Section 17 amended (Duty to notify changes of particulars)
Section 17(1)(b)(iii)—
Repeal“therein held by any person whereby the nominal value of
any such shares held by that person exceeds such
proportion of the nominal value of the share capital
thereof or of the issued shares of that class, as the case
may be, as may be prescribed”
Substitute
“held by any person whereby the number of those shares
exceeds the prescribed proportion of the number of issued
shares or of the number of shares of that class (as the case
may be)”.
152.
Schedule 1 amended
(1) Schedule 1, Part 2, paragraph 2—
Repeal subparagraph (a)
Substitute
“(a) registered, or to be registered, under the Companies
Ordinance (28 of 2012);
(ab) registered, or to be registered, under a provision of the
Companies Ordinance (Cap. 32) as in force from time
to time before the commencement date of section 2 of
Schedule 9 to the Companies Ordinance (28 of 2012),
having a continuing effect under Schedule 11 to the
Companies Ordinance (28 of 2012);
(ac) registered under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance
(28 of 2012); or”.
(2) Schedule 1, Part 2, paragraph 2(b)—
Repeal
everything after “section 2(1)”Substitute
“—
(i) where the mortgage, charge, lien or encumbrance
was created before the commencement date of
section 2 of Schedule 9 to the Companies
Ordinance (28 of 2012), be able to be registered
under a former Companies Ordinance as defined
by section 2(1) of the Companies Ordinance (28
of 2012) if the company were incorporated under
that former Companies Ordinance; or
(ii) where the mortgage, charge, lien or encumbrance
is created on or after that commencement date, be
able to be registered under the Companies
Ordinance (28 of 2012) if the company were
incorporated under that Ordinance.”.
(3) Schedule 1, Chinese text, Part 2, paragraph 10(a)—
Repeal
“控股公司” (wherever appearing)
Substitute
“控權公司”.
(4) Schedule 1, Part 2, paragraph 10(b)—
Repeal
“Section 2(7) and (8) of the Companies Ordinance (Cap.
32)”
Substitute
“Sections 13, 14 and 15 of the Companies Ordinance (28
of 2012)”.
(5) Schedule 1, Part 2, paragraph 13—
Repeal
“Companies Ordinance”Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.


Part 48    Amendments to Money Lenders Regulations (Cap. 163 sub. leg. A)
153.
Regulation 10 amended (Duty to notify Registrar of changes in
share holdings)
(1) Regulation 10(a)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(2) Regulation 10(b)—
Repeal
“nominal value of any such voting shares held by that
person exceeds 10 per centum of the nominal value of the
issued voting share capital”
Substitute
“number of any such voting shares held by that person
exceeds 10% of the total number of issued voting shares”.
154.
Schedule 2 amended (Licensing and Exemption Forms)
(1) Schedule 2, Form 2, Note 7(a)—
Repeal
“(Cap. 32)”

Substitute
“(28 of 2012)”.
(2) Schedule 2, Form 2, after Note 7(a)—
Add
“(ab) incorporated under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance
(28 of 2012);”.
(3) Schedule 2, Form 3, question 1(d)—
Repeal
“the date of compliance with Part XI of the Companies
Ordinance (Cap. 32)”
Substitute
“as defined by section 2(1) of the Companies
Ordinance (28 of 2012), the date of the certificate of
registration issued in respect of the company under—
(i) Part XI of the Companies Ordinance (Cap. 32) as
in force at the time of the issue; or
(ii) section 777 of the Companies Ordinance (28 of
2012)”.
(4) Schedule 2, Form 3, question 7(a), Table, entry relating to
particulars of shareholdings, after “nominal value”—
Add
“(if any)”.
(5) Schedule 2, Form 3, Note 7(a)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.(6) Schedule 2, Form 3, after Note 7(a)—
Add
“(ab) incorporated under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance
(28 of 2012);”.
(7) Schedule 2, Chinese text, Form 5, question 1(a)—
Repeal
“控股公司”
Substitute
“控權公司”.
(8) Schedule 2, Form 5, Note 4(a)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(9) Schedule 2, Form 5, after Note 4 (a)—
Add
“(ab) incorporated under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance
(28 of 2012);”.
(10) Schedule 2, Form 7, question 3(b), Table, entry relating to
particulars of shareholdings, after “nominal value”—
Add
“(if any)”.
(11) Schedule 2, Form 7, Note 6(a)—
Repeal
“(Cap. 32)”Substitute
“(28 of 2012)”.
(12) Schedule 2, Form 7, after Note 6(a)—
Add
“(ab) incorporated under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance
(28 of 2012);”.
(13) Schedule 2, Form 9, Note 3(a)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(14) Schedule 2, Form 9, after Note 3(a)—
Add
“(ab) incorporated under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance
(28 of 2012);”.
(15) Schedule 2, Form 11, Note 5(a)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(16) Schedule 2, Form 11, after Note 5(a)—
Add
“(ab) incorporated under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance
(28 of 2012);”.


Part 49    Amendment to Prevention of Bribery Ordinance (Cap. 201)
155.
Section 33A amended (Power of court to prohibit employment of
convicted person)
Section 33A(1)(a)—
Repeal
“within the meaning of section 2 of the Companies
Ordinance (Cap. 32)”
Substitute
“as defined by section 15 of the Companies Ordinance (28
of 2012) for the purposes of that Ordinance”.


Part 50    Amendments to Theft Ordinance (Cap. 210)
156.
Section 18 amended (Obtaining pecuniary advantage by
deception)
Section 18(3), definition of subsidiary—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
157.
Section 18D amended (Procuring entry in certain records by
deception)
Section 18D(2), definition of subsidiary—

Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.


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