Part 31    Amendment to Hospital Authority Ordinance (Cap. 113)
98.
Section 19 amended (Governing body of prescribed hospital
specified in Schedule 2 may enter into agreement referred to in
section 5(a), etc.)
Section 19(3)(b)—
Repeal
“, or memorandum, within the meaning of the Companies
Ordinance (Cap. 32)”
Substitute
“of association”.

Part 32    Amendments to Stamp Duty Ordinance (Cap. 117)
99.
Section 2 amended (Interpretation)
Section 2(1)—

Add in alphabetical order
“relevant Ordinance (《有關條例》) means 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);”.
100.
Section 4 amended (Charging of, liability for, and recovery of
stamp duty)
(1) Section 4(7)—
Repeal
“Companies Ordinance (Cap. 32) to be delivered to the
Registrar of Companies for registration in respect of any
contract mentioned in subsection (1)(b) of that section”
Substitute
“relevant Ordinance, or by section 142(1) of the Companies
Ordinance (28 of 2012), to be delivered to the Registrar of
Companies for registration in respect of any contract
referred to in section 4(7A)(a) or (b), as the case may be,”.
(2) After section 4 (7)—
Add
“(7A) The contract referred to in subsection (7) is—
(a) a contract mentioned in section 45(1)(b) of the
relevant Ordinance; or
(b) a contract mentioned in section 142(2)(d)(iii) of
the Companies Ordinance (28 of 2012).”.
101.
Section 19 amended (Contract notes, etc. in respect of sale and
purchase of Hong Kong stock)
Section 19(16), definition of relevant event—
Repeal paragraph (a)Substitute
“(a) the exercise of any of the powers conferred by section
53(1)(a) to (d) of the relevant Ordinance;
(ab) the exercise of any of the powers conferred by section
170(2)(a) to (e) and 174(1) of the Companies
Ordinance (28 of 2012); or”.
102.
Section 29CA amended (Further provisions on special stamp duty
chargeable on certain agreements for sale)
Section 29CA(11)(b)(v)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
103.
Section 29DA amended (Further provisions on special stamp duty
chargeable on certain conveyances on sale)
Section 29DA(11)(b)(v)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
104.
Section 39 amended (Instruments generally exempted)
Section 39(g)—
Repeal
“Companies Ordinance”Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.

Part 33    Amendment to Audit Ordinance (Cap. 122)
105.
Schedule 1 amended (Accounts and funds subject to audit by the
Director)
Schedule 1, item 6—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.

Part 34    Amendment to Land Registration Regulations (Cap. 128 sub. leg. A)
106.
Regulation 9 amended (Size and form of instruments)
(1) Regulation 9(1)(b)(ii)(A)—
Repeal
“(Cap. 32);”
Substitute
“(28 of 2012) or under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance
(28 of 2012); or”.

(2) Regulation 9(1)(b)(ii)(B)—
Repeal
“that Ordinance”
Substitute
“sub-subparagraph (A)”.

Part 35    Amendments to Public Health and Municipal Services Ordinance (Cap. 132)
107.
Section 2 amended (Interpretation)
Section 2(1), definition of corporation—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012) or under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance (28 of
2012)”.
108.
Section 125 amended (General provisions as to licences, etc.)
Section 125(6)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012) or under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance (28 of
2012)”.

Part 37    Amendments to Societies Ordinance (Cap. 151)
111.
Schedule amended (Persons to which the Ordinance does not
apply)
(1) The Schedule, item (1)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(2) The Schedule, after item (1)—
Add
“(1A) Any company registered under a former Companies
Ordinance as defined by section 2(1) of the Companies
Ordinance (28 of 2012).”.

Part 38    Amendments to Banking Ordinance (Cap. 155)
112.
Section 2 amended (Interpretation)
(1) Section 2(1), definition of authorized institution incorporated
in Hong Kong—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012), a former Companies Ordinance as defined
by section 2(1) of the Companies Ordinance (28 of 2012)”.

(2) Section 2(1), definition of capital base, paragraph (a)(ii),
after “share premium account”—
Add
“(if any)”.
(3) Section 2(1), definition of company, paragraph (a)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(4) 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);”.
(5) Section 2(1), definition of deposit, paragraph (b)(i)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(6) Section 2(1)—
Repeal the definition of holding company and subsidiary
Substitute
“holding company (控權公司) and subsidiary (附屬公司)
have the same meaning as in the Companies Ordinance
(28 of 2012);”.
(7) Section 2(1), definition of share premium account—
Repealeverything after “(股份溢價帳)”
Substitute
“means the account to which the aggregate amount or
value of the premiums on shares issued (whether for cash
or otherwise) is transferred;”.
(8) Section 2(1), definition of The DTC Association, after
“Companies Ordinance (Cap. 32)”—
Add
“as in force at the time of the incorporation”.
(9) Section 2(15)(b)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
113.
Section 3 amended (Application)
(1) Section 3(1)(c)—
Repeal
everything after “mortgage, or”
Substitute
“charge—
(i) registered, or to be registered, under the
Companies Ordinance (28 of 2012);
(ii) 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 effectunder Schedule 11 to the Companies Ordinance
(28 of 2012); or
(iii) registered under a former Companies Ordinance
as defined by section 2(1) of the Companies
Ordinance (28 of 2012);”.
(2) Section 3(5)—
Repeal
“under the Companies Ordinance (Cap. 32) shall be subject
to that Ordinance as well as to this Ordinance, except that
where there is any conflict or inconsistency between this
Ordinance and the Companies Ordinance (Cap. 32) the
provisions of this Ordinance shall prevail.”
Substitute
“under—
(a) the Companies Ordinance (28 of 2012); or
(b) 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),
is subject to the Companies Ordinance (28 of 2012)
and the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32), as well as to this
Ordinance, except that, where there is any conflict
between this Ordinance on the one hand and the
Companies Ordinance (28 of 2012) or the Companies
(Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32) on the other, this Ordinance prevails.”.
114.
Section 16 amended (Grant or refusal of authorization, etc.)
(1) Section 16(9)(b)—
Repeal“(Cap. 32)”
Substitute
“(28 of 2012)”.
(2) Section 16(9)(b)(iii)—
Repeal
“section 129D(1) of the Companies Ordinance (Cap. 32)”
Substitute
“section 388 of the Companies Ordinance (28 of 2012)”.
115.
Section 51A amended (Control of establishment, etc. of overseas
banking corporations)
Section 51A(2), (3)(a) and (b), (4), (6) and (8), Chinese text—
Repeal
“控股公司” (wherever appearing)
Substitute
“控權公司”.
116.
Section 53C amended (Powers of Manager)
(1) Section 53C(7)(a)(i)—
Repeal
“or the Companies Ordinance (Cap. 32)”
Substitute
“, the Companies Ordinance (28 of 2012) or the Companies
(Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32)”.
(2) Section 53C(7)(a)(ii)—
Repeal
“memorandum or” (wherever appearing).117.
Section 59 amended (Audit)
Section 59(1)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
118.
Section 59A amended (Notification in respect of auditors)
(1) Section 59A(2)—
Repeal
“section 131 of the Companies Ordinance (Cap. 32)”
Substitute
“section 395, 396, 397 or 398 of the Companies Ordinance
(28 of 2012)”.
(2) Section 59A(2)(c)—
Repeal
“section 141 of the Companies Ordinance (Cap. 32)”
Substitute
“section 406 or 407 of the Companies Ordinance (28 of
2012)”.
119.
Section 60 amended (Publication of audited balance sheet, etc.)
(1) Section 60(3)(b)—
Repeal
“section 141 of the Companies Ordinance (Cap. 32)”
Substitute
“section 405 of the Companies Ordinance (28 of 2012)”.(2) Section 60(3)(c)—
Repeal
“in accordance with section 129D(1) of that Ordinance”
Substitute
“under Division 6 of Part 9 of that Ordinance”.
(3) Section 60(5A), Chinese text—
Repeal
“控股公司”
Substitute
“控權公司”.
(4) Section 60(11)(a)—
Repeal
“section 141 of the Companies Ordinance (Cap. 32)”
Substitute
“section 405 of the Companies Ordinance (28 of 2012)”.
120.
Section 63 amended (Returns and information to be submitted to
the Monetary Authority)
Section 63(2A)(a) and (b) and (6), Chinese text—
Repeal
“控股公司” (wherever appearing)
Substitute
“控權公司”.
121.
Section 63A amended (Auditor to report to Monetary Authority
any matter which adversely affects financial position of authorized
institution to material extent)
Section 63A(1)(b)—Repeal
“section 131 of the Companies Ordinance (Cap. 32)”
Substitute
“section 395, 396, 397 or 398 of the Companies Ordinance
(28 of 2012)”.
122.
Section 63B amended (Auditors of registered institutions to
submit report to Monetary Authority in certain cases)
Section 63B(a)(ii)—
Repeal
“section 131 of the Companies Ordinance (Cap. 32)”
Substitute
“section 395, 396, 397 or 398 of the Companies Ordinance
(28 of 2012)”.
123.
Section 64 amended (Information on shareholding, etc.)
Section 64(1)(a)—
Repeal
“share capital”
Substitute
“issued shares”.
124.
Section 80 amended (Advance against security of own shares,
etc.)
Section 80(2)(a) and (c), Chinese text—
Repeal
“控股公司”
Substitute
“控權公司”.125.
Section 81 amended (Limitations on advances by authorized
institutions)
(1) Section 81(1)(b)(i) and (c), Chinese text—
Repeal
“控股公司”
Substitute
“控權公司”.
(2) Section 81(2)(b)—
Repeal
“(Cap. 32)) and other debt securities”
Substitute
“(28 of 2012))”.
(3) Section 81(4)(a), (b) and (c) and (4A)(a) and (c), Chinese
text—
Repeal
“控股公司” (wherever appearing)
Substitute
“控權公司”.
126.
Section 97 amended (Restrictions on use of name “bank”)
Section 97(6), Chinese text, definition of 稱謂, paragraphs (b)
and (c)—
Repeal
“控股公司”
Substitute
“控權公司”.127.
Section 118 amended (Powers of the inspector and offences in
connection with the investigation)
Section 118(2)(a), (b) and (c), Chinese text—
Repeal
“控股公司”
Substitute
“控權公司”.
128.
Section 122 amended (Winding-up of authorized institutions)
Section 122(1), (2), (3), (4) and (5)—
Repeal
“Companies Ordinance” (wherever appearing)
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
129.
Section 131 amended (Recovery of fees, expenses, etc.)
Section 131(3)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
130.
Section 134 amended (Service of notices)
(1) Section 134(2)(a)—
Repeal
“(Cap. 32)”Substitute
“(28 of 2012)”.
(2) Section 134(3)—
Repeal
“section 356 of the Companies Ordinance (Cap. 32)”
Substitute
“section 827 of the Companies Ordinance (28 of 2012)”.
(3) Section 134(4)—
Repeal
everything after “generality of”
Substitute
“section 803 of the Companies Ordinance (28 of 2012),
and accordingly, a variation, notice, resolution or
determination referred to in that subsection may be served
on an authorized representative (as defined by section
774(1) of that Ordinance) of the authorized institution
concerned.”.
131.
Section 134A amended (Monetary Authority to consult, etc.,
before attaching conditions to authorization)
Section 134A(1)(a)(iv), after “Companies Ordinance (Cap. 32)—
Add
“as in force at the time of the incorporation”.
132.
Seventh Schedule amended (Minimum criteria for authorization)
(1) Seventh Schedule, paragraph 6(a), (b) and (c), after “share
premium account”—
Add
“(if any)”.(2) Seventh Schedule, paragraph 11(b)(iii)—
Repeal
“section 129D(1) of the Companies Ordinance (Cap. 32)”
Substitute
“section 388 of the Companies Ordinance (28 of 2012)”.
(3) Seventh Schedule, Chinese text, paragraph 13(a)(i)(F) and
(G) and (b)(ii)(B)—
Repeal
“控股公司”
Substitute
“控權公司”.
133.
Eleventh Schedule amended (Minimum criteria for approval as
money broker)
Eleventh Schedule, paragraph 5, after “share premium
account”—
Add
“(if any)”.

Part 39    Amendment to Banking Ordinance (Deposit-taking Exemptions) (Consolidation) Notice (Cap. 155 sub. leg. A)
134.
First Schedule amended (Persons exempt from section 12)
First Schedule, paragraph 2(2)—
Repeal
“issued and paid up share capital”

Substitute
“issued shares”.

Part 40    Amendments to Banking (Capital) Rules (Cap. 155 sub. leg. L)
135.
Section 2 amended (Interpretation)
(1) Section 2(1), definition of group of companies—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(2) Section 2(1), Chinese text, definition of 母銀行—
Repeal
“控股公司” (wherever appearing)
Substitute
“控權公司”.
(3) Section 2(1), Chinese text, definition of 惠譽評級,
paragraph (a)(i)—
Repeal
“控股公司”
Substitute
“控權公司”.
(4) Section 2(1), Chinese text, definition of 標準普爾評級服務,
paragraph (a)—
Repeal“控股公司”
Substitute
“控權公司”.
(5) Section 2(1), Chinese text, definition of 穆迪投資者服務,
paragraph (a)—
Repeal
“控股公司”
Substitute
“控權公司”.
136.
Section 35 amended (Interpretation of Part 3)
(1) Section 35, definition of debentures—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(2) Section 35, definition of subsidiary undertaking—
Repeal
“section 2B of the Companies Ordinance (Cap. 32) as read
with the Twenty-third Schedule”
Substitute
“section 16 of the Companies Ordinance (28 of 2012) as
read with Schedule 1”.
(3) Section 35, Chinese text, definition of 連繫公司, paragraph
(a)—
Repeal
“控股公司”