1.This Ordinance amended
This Ordinance is amended as set out in sections 2 to 14 of this
Schedule.

2.Section 2 amended (Interpretation)
Section 2(1)—
Add in alphabetical order
“prescribed securities (訂明證券) has the meaning given by
section 397(5) of the Securities and Futures Ordinance
(Cap. 571);
Scripless Rules (《無紙化規則》) means rules made under
section 397(1A) of the Securities and Futures
Ordinance (Cap. 571);”.

3.Section 134 amended (Nature and transferability of shares)
Section 134(2), after “articles”—
Add
“subject, for shares or other interests that are prescribed
securities, to the Scripless Rules”.

4.Section 137 amended (Share certificate to be proof of title in the
absence of contrary evidence)
(1) Section 137—
Renumber the section as section 137(1).

(2) After section 137(1)—
Add
“(2) Subsection (1) does not affect section 635.”.

5.Section 144 amended (Issue of share certificate on allotment)
Section 144—
Repeal subsection (2)
Substitute
“(2) Subsection (1) does not apply if—
(a) the shares are prescribed securities that are
allotted in accordance with the Scripless Rules; or
(b) the shares are not prescribed securities and
the conditions of issue of the shares provide
otherwise.”.

6.Section 150 amended (Requirement for instrument of transfer)
After section 150(2)—
Add
“(3) Subsection (1) does not apply to a transfer, made in
accordance with the Scripless Rules, of shares that are
prescribed securities.”.

7.Section 153 amended (Transfer by personal representative)
Section 153—
Repeal
“execution of the instrument of transfer”
Substitute
“the transfer”.

8.Section 155 amended (Issue of share certificate on transfer)
Section 155(3)—
Repeal paragraph (a)
Substitute
“(a) either—
(i) the shares are prescribed securities that are
transferred in accordance with the Scripless Rules;
or
(ii) the shares are not prescribed securities and
the conditions of issue of the shares provide
otherwise;”.

9.Section 318 amended (Issue of debenture or certificate for
debenture stock on allotment)
Section 318—
Repeal subsection (2)
Substitute
“(2) Subsection (1) does not apply if—
(a) the debentures or debenture stock are prescribed
securities that are allotted in accordance with the
Scripless Rules; or
(b) the debentures or debenture stock are not
prescribed securities and the conditions of issue
of the debentures or debenture stock provide
otherwise.”.

10.Section 320 amended (Requirement for instrument of transfer)
After section 320(2)—Add
“(3) Subsection (1) does not apply to a transfer, made in
accordance with the Scripless Rules, of debentures or
debenture stock that are prescribed securities.”.

11.Section 323 amended (Issue of debenture or certificate for
debenture stock on transfer)
Section 323(3)—
Repeal paragraph (a)
Substitute
“(a) either—
(i) the debentures or debenture stock are prescribed
securities that are transferred in accordance with
the Scripless Rules; or
(ii) the debentures or debenture stock are not
prescribed securities and the conditions of issue
of the debentures or debenture stock provide
otherwise;”.

12.Section 627A added
After section 627—
Add
“627A. Additional register entries for prescribed securities
(1) If a company’s share capital is divided into different
classes of shares and any of those shares are prescribed
securities, the company must enter in the register of its
members—
(a) a statement that its share capital is divided into
different classes of shares;(b) the voting rights attached to the shares of each
class;
(c) in relation to a class of shares the holders of
which are not entitled to vote at general meetings
of the company, the words “non voting” or the
Chinese characters “無表決權”; and
(d) any other matters that are required by the
Scripless Rules to be entered in the register.
(2) Subsection (1)(c) does not apply to shares that are
described as preference shares or preferred shares.
(3) If a company contravenes subsection (1), the company,
and every responsible person of the company, commit
an offence, and each is liable to a fine at level 4 and,
in the case of a continuing offence, to a further fine
of $700 for each day during which the offence
continues.”.

13.Section 635 amended (Register to be proof in the absence of
contrary evidence)
(1) Section 635—
Renumber the section as section 635(1).
(2) After section 635(1)—
Add
“(2) Without limiting subsection (1), in the absence of
evidence to the contrary, an entry in the register of
members recording a person as holding any share is
proof of the person’s title to the share.”.

14.Section 696 amended (Obligations of offeror with right to buy out
minority shareholders)
Section 696—Repeal subsection (4)
Substitute
“(4) Subsection (3)(a)(ii) does not require the offeror to
send to the company an instrument of transfer of—
(a) any shares for which a share warrant is for the
time being outstanding; or
(b) any shares that are prescribed securities, if the
transfer of the shares is made in accordance with
the Scripless Rules.”.