Part 8     Transitional and Saving Arrangements for Part 8
62.
Interpretation
(1) In this Part, a copy of an instrument in relation to a charge
delivered for registration is a certified copy if it is certified
as a true copy—

(a) by—
(i) a director or company secretary of the company,
or of the non-Hong Kong company registered
under Part XI of the predecessor Ordinance,
delivering the copy for registration; or
(ii) a person authorized by that company or non-
Hong Kong company for the purpose; or
(b) by—
(i) any other person interested in the charge; or
(ii) in the case of—
(A) an interested person who is a natural person,
a person authorized by the interested person
for the purpose; or
(B) an interested person that is a body corporate,
a person authorized by the interested person
for the purpose, or a director or company
secretary of the interested person.
(2) In this Part, a reference to the charged property of a
non-Hong Kong company registered under Part XI of the
predecessor Ordinance is a reference to—
(a) the property in Hong Kong of the company and
subject to a charge created by the company, except
property that was not in Hong Kong when the charge
was created; or
(b) the property in Hong Kong of the company and
subject to a charge that subsisted when the property
was acquired by the company, except property that
was not in Hong Kong when it was so acquired.
63.
Charge created by company
(1) This section applies to a charge if—(a) before section 80 of the predecessor Ordinance was
repealed, a company created the charge; and
(b) the charge was required by that section to be
registered.
(2) Subject to subsection (4), sections 80 and 81 of the
predecessor Ordinance, as in force immediately before their
repeal, continue to apply in relation to the charge.
(3) Subject to section 68 of this Schedule, section 83(2) of the
predecessor Ordinance, as in force immediately before its
repeal, continues to apply in relation to the charge.
(4) On the expiry of the period of 8 weeks after the
commencement date of Division 2 of Part 8—
(a) that section 80 applies in relation to the charge as if—
(i) in subsection (1) of that section, the words “the
particulars of the charge (which must include
those specified in subsection (1A) and be in the
specified form), together with the instrument, if
any, by which the charge is created or evidenced”
had been substituted by the words “a statement
of the particulars of the charge (in the same form
as that specified for the purposes of section 335(1)
of the Companies Ordinance (28 of 2012)),
together with a certified copy of the instrument (if
any) creating or evidencing the charge”;
(ii) subsection (1A) of that section had been deleted;
(iii) in subsection (3) of that section, the words “the
delivery to and the receipt by the Registrar of a
copy verified in the prescribed manner of the
instrument by which the charge is created or
evidenced, shall have the same effect for the
purposes of this section as the delivery and receipt
of the instrument itself, and” had been deleted;(iv) in subsection (3) of that section, the words “the
instrument or copy” had been substituted by the
words “a certified copy of the instrument”;
(v) in subsection (3) of that section, the words “the
particulars and instrument or copy” had been
substituted by the words “the statement and a
certified copy of the instrument”;
(vi) in subsection (4) of that section, the words “the
instrument” had been substituted by the words “a
certified copy of the instrument”;
(vii) in subsection (7) of that section, the words after
“5 weeks after the execution of the” and before
the proviso had been substituted by the words
“instrument by reference to which the charge is
given or, if there is no such instrument, after the
execution of the first debenture of the series, a
statement of the particulars of the charge (in the
same form as that specified for the purposes of
section 335(2) of the Companies Ordinance
(28 of 2012)), together with a certified copy of the
instrument by reference to which the charge is
given or, if there is no such instrument, any one
debenture of the series:”;
(viii) in subsection (7) of that section, in the proviso,
the words “particulars of the date and amount of
each issue” had been substituted by the words “a
statement of the particulars of every issue (in the
same form as that specified for the purposes of
section 341(2) of the Companies Ordinance
(28 of 2012))”; and
(ix) in subsection (8) of that section, the words “the
particulars required to be sent for registration
under this section shall include particulars as to
the amount or rate per cent of the commission,discount, or allowance so paid or made” had been
substituted by the words “a statement required to
be sent for registration under this section must be
accompanied by a statement of the particulars of
the commission, allowance or discount (in the
same form as that specified for the purposes of
section 342(2) of the Companies Ordinance
(28 of 2012))”; and
(b) that section 81 applies in relation to the charge as if—
(i) in subsection (1) of that section, the words “the
particulars of every charge created by the
company and of the issues of debentures of a
series, requiring registration under section 80” had
been substituted by the words “the statement, or
a certified copy of the instrument or debenture, or
both, as required under section 80(1), (7) or (8)”;
(ii) in subsection (1) of that section, the words “any
such charge” had been substituted by the words
“any such statement or certified copy (as the case
may be)”; and
(iii) in subsection (3) of that section, the words “the
particulars of any charge created by the company,
or of the issues of debentures of a series,
requiring registration as aforesaid” had been
substituted by the words “the statement or
certified copy that the company is required under
subsection (1) to do so”.
64.
Charge created by non-Hong Kong company
(1) This section applies to a charge if—
(a) before section 80 of the predecessor Ordinance was
repealed, a non-Hong Kong company registered under
Part XI of the predecessor Ordinance created the
charge; and(b) the charge was required by that section, as extended by
section 91 of the predecessor Ordinance, to be registered.
(2) Subject to subsection (4), sections 80 and 81 of the
predecessor Ordinance, as in force immediately before their
repeal, continue to apply, by virtue of section 91 of the
predecessor Ordinance as so in force, in relation to the charge.
(3) Subject to section 68 of this Schedule, section 83(2) of the
predecessor Ordinance, as in force immediately before its
repeal, continues to apply, by virtue of section 91 of the
predecessor Ordinance as so in force, in relation to the charge.
(4) On the expiry of the period of 8 weeks after the
commencement date of Division 2 of Part 8—
(a) that section 80 applies in relation to the charge as if—
(i) in subsection (1) of that section, the words “the
particulars of the charge (which must include
those specified in subsection (1A) and be in the
specified form), together with the instrument, if
any, by which the charge is created or evidenced”
had been substituted by the words “a statement
of the particulars of the charge (in the same form
as that specified for the purposes of section 336(1)
of the Companies Ordinance (28 of 2012)),
together with a certified copy of the instrument
(if any) creating or evidencing the charge”;
(ii) subsection (1A) of that section had been deleted;
(iii) in subsection (7) of that section, the words after
“5 weeks after the execution of the” and before
the proviso had been substituted by the words
“instrument by reference to which the charge is
given or, if there is no such instrument, after the
execution of the first debenture of the series, a
statement of the particulars of the charge (in the
same form as that specified for the purposes of
section 336(2) of the Companies Ordinance(28 of 2012)), together with a certified copy of the
instrument by reference to which the charge is
given or, if there is no such instrument, any one
debenture of the series:”;
(iv) in subsection (7) of that section, in the proviso,
the words “particulars of the date and amount of
each issue” had been substituted by the words “a
statement of the particulars of every issue (in the
same form as that specified for the purposes of
section 341(2) of the Companies Ordinance
(28 of 2012))”; and
(v) in subsection (8) of that section, the words “the
particulars required to be sent for registration
under this section shall include particulars as to
the amount or rate per cent of the commission,
discount, or allowance so paid or made” had been
substituted by the words “a statement required to
be sent for registration under this section must be
accompanied by a statement of the particulars of
the commission, allowance or discount (in the
same form as that specified for the purposes of
section 342(2) of the Companies Ordinance
(28 of 2012))”; and
(b) that section 81 applies in relation to the charge as if—
(i) in subsection (1) of that section, the words “the
particulars of every charge created by the
company and of the issues of debentures of a
series, requiring registration under section 80” had
been substituted by the words “the statement, or
a certified copy of the instrument or debenture, or
both, as required under section 80(1), (7) or (8)”;

(ii) in subsection (1) of that section, the words “any
such charge” had been substituted by the words
“any such statement or certified copy (as the case
may be)”; and
(iii) in subsection (3) of that section, the words “the
particulars of any charge created by the company,
or of the issues of debentures of a series,
requiring registration as aforesaid” had been
substituted by the words “the statement or
certified copy that the non-Hong Kong company
is required under subsection (1) to do so”.
65.
Charge existing on property acquired by company
(1) This section applies to a charge if—
(a) before section 82 of the predecessor Ordinance was
repealed, a company acquired any property subject to
the charge; and
(b) the charge was required by that section to be registered.
(2) Subject to subsection (4), section 82 of the predecessor
Ordinance, as in force immediately before its repeal,
continues to apply in relation to the charge.
(3) Subject to section 68 of this Schedule, section 83(2) of the
predecessor Ordinance, as in force immediately before its
repeal, continues to apply in relation to the charge.
(4) On the expiry of the period of 8 weeks after the
commencement date of Division 3 of Part 8, that section
82 applies in relation to the charge as if—
(a) in subsection (1) of that section, the words “the
particulars of the charge (which must include those
specified in section 80(1A) and be in the specified
form), together with a copy (certified in the prescribed
manner to be a correct copy) of the instrument, if any,
by which the charge was created or is evidenced” had

been substituted by the words “a statement of the
particulars of the charge (in the same form as that
specified for the purposes of section 338(2) of the
Companies Ordinance (28 of 2012)), together with a
certified copy of the instrument (if any) creating or
evidencing the charge”;
(b) in subsection (1) of that section, in the proviso, the
words “which the copy” had been substituted by the
words “which the certified copy”; and
(c) in subsection (1) of that section, in the proviso, the
words “the particulars and the copy of the instrument”
had been substituted by the words “the statement and
certified copy”.
66.
Charge existing on property acquired by non-Hong Kong company
(1) This section applies to a charge if—
(a) before section 82 of the predecessor Ordinance was
repealed, a non-Hong Kong company registered under
Part XI of the predecessor Ordinance acquired any
property subject to the charge; and
(b) the charge was required by that section, as extended
by section 91 of the predecessor Ordinance, to be
registered.
(2) Subject to subsection (4), section 82 of the predecessor
Ordinance, as in force immediately before its repeal,
continues to apply, by virtue of section 91 of the predecessor
Ordinance as so in force, in relation to the charge.
(3) Subject to section 68 of this Schedule, section 83(2) of the
predecessor Ordinance, as in force immediately before its
repeal, continues to apply, by virtue of section 91 of the
predecessor Ordinance as so in force, in relation to the charge.

(4) On the expiry of the period of 8 weeks after the
commencement date of Division 3 of Part 8, that section
82 applies in relation to the charge as if in subsection (1)
of that section, the words “the particulars of the charge
(which must include those specified in section 80(1A) and
be in the specified form), together with a copy (certified in
the prescribed manner to be a correct copy) of the
instrument, if any, by which the charge was created or is
evidenced” had been substituted by the words “a statement
of the particulars of the charge (in the same form as
that specified for the purposes of section 339(3) of
the Companies Ordinance (28 of 2012)), together with
a certified copy of the instrument (if any) creating or
evidencing the charge”.
67.
Charge existing on property on date of non-Hong Kong
company’s registration under Part XI of predecessor Ordinance
(1) This section applies to a charge if—
(a) before section 91(5) of the predecessor Ordinance was
repealed, a non-Hong Kong company had, on the date
of its registration under Part XI of the predecessor
Ordinance, property in Hong Kong subject to the
charge; and
(b) the charge was required by that section to be registered.
(2) Subject to subsection (4), section 91(5) and (6) of the
predecessor Ordinance, as in force immediately before its
repeal, continues to apply in relation to the charge.
(3) Subject to section 68 of this Schedule, section 83(2) of the
predecessor Ordinance, as in force immediately before its
repeal, continues to apply in relation to the charge.

(4) On the expiry of the period of 8 weeks after the
commencement date of Division 3 of Part 8, that section
91(5) applies in relation to the charge as if the words “for
registration the particulars in the specified form (including
any instrument or its copy by which the charge was created
or is evidenced) that are mentioned in this Part as requiring
registration in respect of a charge of that kind” had been
substituted by the words—
“for registration—
(a) either or both of the following—
(i) a statement of the particulars of the charge (in
the same form as that specified for the purposes
of section 340(2) of the Companies Ordinance
(28 of 2012)), together with a certified copy of the
instrument (if any) creating or evidencing the
charge;
(ii) a statement of the particulars of the charge (in
the same form as that specified for the purposes
of section 340(3) of the Companies Ordinance
(28 of 2012)), together with a certified copy of the
instrument by reference to which the charge is
given or, if there is no such instrument, any one
debenture of the series; and
(b) (if applicable) the statement as required under the
proviso to section 80(7) or (8) having a continuing
effect under section 64(4)(a)(iv) or (v) of Schedule 11
to the Companies Ordinance (28 of 2012)”.
68.
Certificates on registration of charge
Section 83(2) of the predecessor Ordinance, as in force
immediately before its repeal—
(a) continues to apply in relation to a charge to which
section 63 or 65 of this Schedule applies; and(b) continues to apply, by virtue of section 91 of the
predecessor Ordinance as so in force, in relation to a
charge to which section 64, 66 or 67 of this Schedule
applies,
as if the words “this Part” (wherever appearing) had been
substituted by the words “this Part having a continuing effect
under Schedule 11 to the Companies Ordinance (28 of 2012)”.
69.
Entries of satisfaction and release
Section 85 of the predecessor Ordinance, as in force immediately
before its repeal—
(a) continues to apply in relation to an application made
by a company, the mortgagee, or the person entitled to
the charge, before the commencement date of Division
5 of Part 8 for the purposes of that section 85; and
(b) continues to apply, by virtue of section 91 of the
predecessor Ordinance as so in force, in relation to an
application made by a non-Hong Kong company
registered under Part XI of the predecessor Ordinance,
the mortgagee, or the person entitled to the charge,
before that commencement date for the purposes of
that section 85.
70.
Extension of time for registration and rectification of register of
charges
Section 86 of the predecessor Ordinance, as in force immediately
before its repeal—
(a) continues to apply in relation to an application made
by a company, or any person interested, before the
commencement date of sections 346 and 347 for the
purposes of that section 86; and(b) continues to apply, by virtue of section 91 of the
predecessor Ordinance as so in force, in relation to an
application made by a non-Hong Kong company
registered under Part XI of the predecessor Ordinance,
or any person interested, before that commencement
date for the purposes of that section 86.
71.
Notice to Registrar of appointment of receiver or manager etc.
(1) This section applies if, before section 87 of the predecessor
Ordinance was repealed—
(a) a person made an appointment of a receiver or
manager of the property of a company, or the charged
property of a non-Hong Kong company registered
under Part XI of the predecessor Ordinance, to which
subsection (1) of that section 87 applied;
(b) a person obtained an order for the appointment of
such a receiver or manager;
(c) a person entered into possession of the property of a
company, or the charged property of a non-Hong
Kong company registered under Part XI of the
predecessor Ordinance, as mortgagee;
(d) a person who was appointed as receiver or manager of
the property of a company, or the charged property of
a non-Hong Kong company registered under Part XI
of the predecessor Ordinance, and in respect of whom
notice was required to be given under subsection (1)
of that section 87, ceased to act as receiver or
manager;
(e) a person who is mentioned in paragraph (c), and
in respect of whom notice was required to be given
under subsection (2) of that section 87, went out of
possession of the property; or(f) any change occurred in the particulars given in a
notice under subsection (1) or (2) of that section 87.
(2) In the case of subsection (1)(a) or (b), section 87(1), (3), (6),
(7) and (8) of the predecessor Ordinance, as in force
immediately before its repeal—
(a) continues to apply in relation to an appointment for a
property of a company; and
(b) continues to apply, by virtue of section 91 of the
predecessor Ordinance as so in force, in relation
to an appointment for a charged property of a
non-Hong Kong company registered under Part XI of
the predecessor Ordinance.
(3) In the case of subsection (1)(c), section 87(2), (3), (6) and (7)
of the predecessor Ordinance, as in force immediately
before its repeal—
(a) continues to apply in relation to an entry into
possession of a property of a company; and
(b) continues to apply, by virtue of section 91 of the
predecessor Ordinance as so in force, in relation to an
entry into possession of a charged property of a non-
Hong Kong company registered under Part XI of the
predecessor Ordinance.
(4) In the case of subsection (1)(d), section 87(4), (6), (7)
and (8) of the predecessor Ordinance, as in force
immediately before its repeal—
(a) continues to apply in relation to the ceasing to act as
receiver or manager of a property of a company; and
(b) continues to apply, by virtue of section 91 of the
predecessor Ordinance as so in force, in relation to the
ceasing to act as receiver or manager of a charged
property of a non-Hong Kong company registered
under Part XI of the predecessor Ordinance.

(5) In the case of subsection (1)(e), section 87(4), (6) and (7)
of the predecessor Ordinance, as in force immediately
before its repeal—
(a) continues to apply in relation to the going out of
possession of a property of a company; and
(b) continues to apply, by virtue of section 91 of the
predecessor Ordinance as so in force, in relation to the
going out of possession of a charged property of a
non-Hong Kong company registered under Part XI of
the predecessor Ordinance.
(6) In the case of subsection (1)(f), section 87(5), (6), (7) and (8)
of the predecessor Ordinance, as in force immediately
before its repeal—
(a) continues to apply in relation to a change that
occurred in the particulars given in connection with
an appointment of a receiver or manager of, or an
entry into possession as mortgagee of, a property of a
company; and
(b) continues to apply, by virtue of section 91 of the
predecessor Ordinance as so in force, in relation to a
change that occurred in the particulars given in
connection with an appointment of a receiver or
manager of, or an entry into possession as mortgagee
of, a charged property of a non-Hong Kong company
registered under Part XI of the predecessor Ordinance.
72.
Register of charges
On and after the commencement date of section 352—
(a) a register of charges kept under section 89 of the
predecessor Ordinance is to be regarded as a register
of charges kept under section 352(1); and