Part 121    Amendment to Merchant Shipping (Local Vessels) (General) Regulation (Cap. 548 sub. leg. F)
279.
Section 51 amended (Notice of appointment of agent)
Section 51(5)—
Repeal paragraphs (b) and (c)
Substitute
“(b) in relation to a company as defined by section 2(1) of
the Companies Ordinance (28 of 2012), the certificate
of incorporation issued in respect of the company
under the Ordinance under which the company was
formed and registered; or

(c) in relation to a registered non-Hong Kong company as
defined by section 2(1) of the Companies Ordinance
(28 of 2012), the certificate of registration issued in
respect of the company under the Ordinance under
which the company was registered as a registered non-
Hong Kong company.”.

Part 122    Amendment to Merchant Shipping (Local Vessels) (Safety and Survey) Regulation (Cap. 548 sub. leg. G)
280.
Section 4 amended (Appointment of agent)
Section 4(4)—
Repeal paragraphs (b) and (c)
Substitute
“(b) in relation to a company as defined by section 2(1) of
the Companies Ordinance (28 of 2012), the certificate
of incorporation issued in respect of the company
under the Ordinance under which the company was
formed and registered; or
(c) in relation to a registered non-Hong Kong company as
defined by section 2(1) of the Companies Ordinance
(28 of 2012), the certificate of registration issued in
respect of the company under the Ordinance under
which the company was registered as a registered non-
Hong Kong company.”.

Part 123    Amendments to Mass Transit Railway Ordinance (Cap. 556)
281.
Long title amended
Long title, paragraph (a), after “Companies Ordinance (Cap.
32)”—
Add
“as in force at the time of the incorporation”.
282.
Section 2 amended (Interpretation)
(1) Section 2(1), definition of MTR Corporation Limited—
Repeal
“Companies Ordinance (Cap. 32)”
Substitute
“relevant Ordinance”.
(2) 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);”.
283.
Section 8 amended (Chief Executive may appoint additional
directors)
Section 8(5)—
Repeal“(Cap. 32)”
Substitute
“(28 of 2012), the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32)”.
284.
Section 36 amended (Interpretation)
Section 36(3)(a)—
Repeal
everything after “incorporated”
Substitute
“, and registered by the name “MTR Corporation Limited”
in English and “地鐵有限公司” in Chinese, under the
relevant Ordinance; and”.
285.
Section 42 amended (Share capital)
Section 42—
Repeal subsection (3).
286.
Section 43 amended (Accounts)
(1) Section 43, heading—
Repeal
“Accounts”
Substitute
“Financial statements”.
(2) Section 43(1)—
Repeal
“accounts prepared by the Corporation for the purposes of
the Companies Ordinance (Cap. 32)”Substitute
“financial statements prepared by the Corporation for the
purposes of the Companies Ordinance (28 of 2012)”.
(3) Section 43(4)—
Repeal
“accounts of the Corporation prepared for the purposes of
the Companies Ordinance (Cap. 32)”
Substitute
“financial statements of the Corporation prepared for the
purposes of the Companies Ordinance (28 of 2012)”.
(4) Section 43—
Repeal subsection (5).
287.
Section 44 substituted
Section 44—
Repeal the section
Substitute
“44. Distribution of dividend
(1) For the purpose of a relevant distribution that is made
by the Corporation during the financial year of the
Corporation which includes the appointed day or at
any time before any accounts are laid or filed in
respect of that year—
(a) sections 79F to 79L of the relevant Ordinance
have effect as if—
(i) any reference in those sections to the
company’s accounts were a reference to the
accounts of MTRC; and(ii) any reference in those sections to the
company’s last annual accounts or to the
initial accounts of the company were a
reference to the accounts of MTRC prepared
in accordance with section 16 of the repealed
Ordinance in respect of the last complete
financial year of MTRC;
(b) the accounts of MTRC mentioned in paragraph
(a)(ii) are regarded as satisfying the requirements
of sections 79G and 79I of the relevant
Ordinance.
(2) In this section—
relevant distribution (有關分發) means any distribution to
which Part IIA of the relevant Ordinance applied.”.
288.
Section 59 amended (Securities of Corporation as authorized
investment)
(1) Section 59(2)(b)—
Repeal
“beneficially owns more than half in nominal value of the
issued share capital”
Substitute
“controls more than half of the voting power”.
(2) Section 59(3)(a)—
Repeal
everything after “incorporated”
Substitute
“, and registered by the name “MTR Corporation Limited”
in English and “地鐵有限公司” in Chinese, under the
relevant Ordinance; and”.289.
Section 66 amended (Change of Chinese name)
(1) Section 66—
Repeal subsection (5)
Substitute
“(5) The change of the Chinese name of the Corporation
under subsection (1) has effect despite section 22(1) of
the relevant Ordinance.”.
(2) Section 66(6)—
Repeal
“section 22 of the Companies Ordinance (Cap. 32)”
Substitute
“sections 107, 108 and 109 of the Companies Ordinance (28
of 2012)”.
(3) Section 66(7)—
Repeal
“Companies Ordinance (Cap. 32)”
Substitute
“relevant Ordinance”.

Part 124    Amendment to Mass Transit Railway (Transport Interchange) Bylaw (Cap. 556 sub. leg. D)
290.
Section 1 amended (Interpretation)
Section 1(2)(a)—
Repeal
everything after “incorporated”

Substitute
“, and registered by the name “MTR Corporation Limited”
in English and “地鐵有限公司” in Chinese, under the
relevant Ordinance; and”.

Part 125    Amendment to Trade Marks Rules (Cap. 559 sub. leg. A)
291.
Rule 104 amended (Registrar may refuse to deal with certain
agents)
Rule 104(d)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.

Part 126    Amendments to Broadcasting Ordinance (Cap. 562)
292.
Section 2 amended (Interpretation)
(1) Section 2(1), definition of company—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(2) Section 2(1), definition of subsidiary—

Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
293.
Section 8 amended (To whom licence may be granted)
Section 8(4)(c)—
Repeal
“memorandum and”.
294.
Schedule 1 amended (Disqualification for holding domestic free or
pay television programme service licences and restriction on voting
control of voting controllers)
(1) Schedule 1, section 1(1), definition of licensee’s register—
Repeal
“section 95 of the Companies Ordinance (Cap. 32)”
Substitute
“section 627 of the Companies Ordinance (28 of 2012)”.
(2) Schedule 1, section 1(9)—
Repeal
“a company under section 2(4) and (6) of the Companies
Ordinance (Cap. 32)”
Substitute
“another body corporate under section 15 of the
Companies Ordinance (28 of 2012)”.
(3) Schedule 1, section 15—
Repeal subsection (2).
(4) Schedule 1, section 19(1)—Repeal
“memorandum or”.
(5) Schedule 1, section 19(2)—
Repeal
“memorandum or”.
(6) Schedule 1, section 20(2)—
Repeal
“memorandum or”.
(7) Schedule 1, section 29—
Repeal subsection (2).
295.
Schedule 4 amended (Domestic free television programme service
supplementary provisions)
Schedule 4, section 7—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.

Part 127    Amendments to Hong Kong Science and Technology Parks Corporation Ordinance (Cap. 565)
296.
Section 2 amended (Interpretation)
(1) Section 2, definition of PHKSPCL—
Repeal

everything after “incorporated”
Substitute
“, and registered by the name “Provisional Hong Kong
Science Park Company Limited”, under the relevant
Ordinance;”.
(2) Section 2—
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);”.
297.
Section 8 amended (Powers of Corporation)
Section 8(2)(q)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
298.
Section 36 amended (Dissolution of PHKSPCL)
(1) Section 36(1)—
Repeal
“Companies Ordinance (Cap. 32)”
Substitute
“relevant Ordinance”.
(2) Section 36(2)(a)—
Repeal
“section 291A(2) of the Companies Ordinance (Cap. 32)”Substitute
“section 765(1) of the Companies Ordinance (28 of 2012)”.
(3) Section 36(2)(b)—
Repeal
“section 291B of that Ordinance”
Substitute
“section 757 of the Companies Ordinance (28 of 2012)”.

Part 128    Amendment to Chief Executive Election Ordinance (Cap. 569)
299.
Schedule amended
The Schedule, section 2, Table 5, item 8(4)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012), or a former Companies Ordinance as defined
by section 2(1) of the Companies Ordinance (28 of 2012),”.

Part 129    Amendments to Securities and Futures Ordinance (Cap. 571)
300.
Section 18 amended (Interpretation of Part III)
Section 18(4)(b)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
301.
Section 25 amended (Transfer and resumption of functions of
Commission)
(1) Section 25(2)(b)—
Repeal
“and”.
(2) Section 25(2)—
Repeal paragraph (c)
Substitute
“(c) Parts II and XII of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32); and
(d) Part 5 of the Companies Ordinance (28 of 2012).”.
302.
Section 46 amended (Supplementary provisions as to default
proceedings)
Section 46(3)—
Repeal

“and sections 166, 181, 183, 186 and 254 of the Companies
Ordinance (Cap. 32)”
Substitute
“, sections 181, 183, 186 and 254 of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32) and sections 670 and 673 of the Companies
Ordinance (28 of 2012)”.
303.
Section 48 amended (Net sum payable on completion of default
proceedings)
(1) Section 48(2)—
Repeal
“of the Companies Ordinance”
Substitute
“of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance”.
(2) Section 48(2)(b)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
304.
Section 49 amended (Disclaimer of property, rescission of
contracts, etc.)
(1) Section 49(1)—
Repeal
“Companies Ordinance”
Substitute“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(2) Section 49(2)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
305.
Section 50 amended (Adjustment of prior transactions)
Section 50(1)(b)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
306.
Section 51 amended (Right of relevant office-holder to recover
certain amounts arising from certain transactions)
Section 51(3), definition of prescribed event, paragraphs (b) and
(c)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.307.
Section 56 amended (Property deposited with recognized clearing
house)
Section 56(3)—
Repeal
“section 100 of the Companies Ordinance (Cap. 32)”
Substitute
“section 633 of the Companies Ordinance (28 of 2012)”.
308.
Section 68 amended (Transfer and resumption of function of the
Commission)
(1) Section 68(2)(b)—
Repeal
“and”.
(2) Section 68(2)—
Repeal paragraph (c)
Substitute
“(c) Parts II and XII of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32); and
(d) Part 5 of the Companies Ordinance (28 of 2012).”.
309.
Section 77 amended (Financial Secretary may appoint not more
than 8 persons to board of directors of HKEC)
Section 77(5)—
Repeal
everything after “incorporated”
Substitute
“, and registered by the name Hong Kong Exchanges and
Clearing Limited, under the relevant Ordinance.”.310.
Section 88 amended (Financial statements of a recognized
investor compensation company)
Section 88(2)(d)—
Repeal
“section 129B of the Companies Ordinance (Cap. 32)”
Substitute
“section 387 of the Companies Ordinance (28 of 2012)”.
311.
Section 94 amended (Application of Companies Ordinance)
(1) Section 94, heading—
Repeal
“Companies Ordinance”
Substitute
“Companies Ordinance and Companies (Winding Up and
Miscellaneous Provisions) Ordinance”.
(2) Section 94—
Repeal
“Companies Ordinance”
Substitute
“Companies Ordinance (28 of 2012) or the Companies
(Winding Up and Miscellaneous Provisions) Ordinance”.
312.
Section 103 amended (Offence to issue advertisements, invitations
or documents relating to investments in certain cases)
(1) Section 103(2)(ga)—
Repeal
“Companies Ordinance”
Substitute“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(2) Section 103(3)(a)(i)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(3) Section 103(3)(a)(iii)—
Repeal
“the Companies Ordinance (Cap. 32)”
Substitute
“that Ordinance”.
(4) Section 103(3)(b)(i) and (c)(i)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(5) Section 103(12), definition of registered company—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012) or the relevant Ordinance”.
313.
Section 108 amended (Civil liability for inducing others to invest
money in certain cases)
Section 108(4)—Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
314.
Section 116 amended (Corporations to be licensed for carrying on
regulated activities)
(1) Section 116(2)(a)—
Repeal subparagraph (ii)
Substitute
“(ii) a registered non-Hong Kong company as defined by
section 2(1) of the Companies Ordinance (28 of 2012);
or”.
(2) Section 116(2)(a)(iii)(C)—
Repeal
“Part XI of the Companies Ordinance (Cap. 32)”
Substitute
“Part 16 of the Companies Ordinance (28 of 2012)”.
315.
Section 153 amended (Auditor to be appointed by licensed
corporations and associated entities of intermediaries)
Section 153(4)(b) and (7)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.316.
Section 155 amended (Notification of end of financial year by
licensed corporations and associated entities of intermediaries,
etc.)
Section 155(5)—
Repeal
“section 122 of the Companies Ordinance (Cap. 32)”
Substitute
“section 429 of the Companies Ordinance (28 of 2012)”.
317.
Section 156 amended (Audited accounts, etc. to be submitted by
licensed corporations and associated entities of intermediaries)
Section 156(3)(d)—
Repeal
“section 129B of the Companies Ordinance (Cap. 32)”
Substitute
“section 387 of the Companies Ordinance (28 of 2012)”.
318.
Section 175 amended (Requirements for offers by intermediaries
or representatives for Type 1, Type 4 or Type 6 regulated activity)
Section 175(5)(a)(iii) and (aa)(i)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
319.
Section 181 amended (Information relating to transactions)
Section 181(1)(a)—
Repeal“(Cap. 32)”
Substitute
“(28 of 2012)”.
320.
Section 193 amended (Interpretation of Part IX)
(1) Section 193(1), English text, definition of misconduct—
Repeal
“accordingly;”
Substitute
“accordingly.”.
(2) Section 193(1)—
Repeal the definition of register of companies.
(3) Section 193(1)—
Add in alphabetical order
“Companies Register (公司登記冊) has the meaning given
by section 2(1) of the Companies Ordinance (28 of
2012);”.
321.
Section 195 amended (Other circumstances for disciplinary
actions in respect of licensed persons, etc.)
Section 195(3)(b), English text—
Repeal
“register of companies”
Substitute
“Companies Register”.322.
Section 197 amended (Other circumstances for disciplinary action
in respect of registered institutions, etc.)
Section 197(3)(b), English text—
Repeal
“register of companies”
Substitute
“Companies Register”.
323.
Section 212 amended (Winding-up orders and bankruptcy orders)
Section 212(1)(a)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
324.
Section 214 amended (Remedies in cases of unfair prejudice, etc.
to interests of members of listed corporations, etc.)
(1) Section 214(5)—
Repeal
“Companies Ordinance (Cap. 32)”
Substitute
“Companies Ordinance (28 of 2012) or the Companies
(Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32)”.(2) Section 214(6)—
Repeal
“Companies Ordinance (Cap. 32) applies”
Substitute
“Companies Ordinance (28 of 2012) and the Companies
(Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32) apply”.
325.
Section 247 amended (Connected with a corporation (insider
dealing))
Section 247(3)—
Repeal
“the relevant share capital of the corporation, the nominal
value of which is equal to or more than 5% of the nominal
value of the relevant share capital of the corporation”
Substitute
“5% or more of the total number of shares comprised in
the relevant share capital of the corporation”.
326.
Section 287 amended (Connected with a corporation (insider
dealing offence))
Section 287(3)—
Repeal
“the relevant share capital of the corporation, the nominal
value of which is equal to or more than 5% of the nominal
value of the relevant share capital of the corporation”
Substitute
“5% or more of the total number of shares comprised in
the relevant share capital of the corporation”.327.
Section 308 amended (Interpretation of Part XV)
Section 308(1), Chinese text, definition of 相聯法團, paragraph
(a)—
Repeal
“控股公司” (wherever appearing)
Substitute
“控權公司”.
328.
Section 313 amended (Circumstances in which duty of disclosure
arises)
Section 313(10), (11), (12) and (13)(v), Chinese text—
Repeal
“控股公司” (wherever appearing)
Substitute
“控權公司”.
329.
Section 327 amended (Duty to publish and notify Monetary
Authority of information given under Division 4)
Section 327(2), Chinese text—
Repeal
“控股公司”
Substitute
“控權公司”.
330.
Section 330 amended (Duty to notify relevant exchange company,
Commission and Monetary Authority of information given under
section 329)
Section 330(3), Chinese text—
Repeal“控股公司”
Substitute
“控權公司”.
331.
Section 332 amended (Listed corporation to report to members)
Section 332—
Repeal subsection (5).
332.
Section 333 amended (Duty to deliver report prepared under
section 332 to relevant exchange company, Commission and
Monetary Authority)
Section 333(3), Chinese text—
Repeal
“控股公司”
Substitute
“控權公司”.
333.
Section 336 amended (Register of interests in shares and short
positions)
(1) Section 336(9)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(2) Section 336(10)(b)—
Repeal
“, subject to subsection (11),”.(3) Section 336—
Repeal subsection (11).
(4) Section 336(15)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
334.
Section 341 amended (Duty of disclosure by director and chief
executive)
Section 341(4)—
Repeal
“for the purposes of section 124 of the Companies
Ordinance (Cap. 32)”.
335.
Section 350 amended (Duty to publish and notify Monetary
Authority of information given under Division 9)
Section 350(2), Chinese text—
Repeal
“控股公司”
Substitute
“控權公司”.
336.
Section 352 amended (Register of directors’ and chief executives’
interests and short positions)
(1) Section 352(10)—
Repeal
“Companies Ordinance”Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(2) Section 352(11)(b)—
Repeal
“, subject to subsection (12),”.
(3) Section 352—
Repeal subsection (12).
(4) Section 352(17)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
337.
Section 356 amended (Power to investigate ownership of listed
corporation)
Section 356(3)—
Repeal
“section 142(1) of the Companies Ordinance (Cap. 32)”
Substitute
“section 840(2) of the Companies Ordinance (28 of 2012)”.338.
Section 366 amended (Power of Court of First Instance to impose
restrictions on shares, etc. in case of failure to provide information
required by listed corporation)
Section 366(3)—
Repeal
“memorandum or articles”
Substitute
“constitution”.
339.
Section 367 amended (Power of Financial Secretary to impose
restrictions on shares, etc. in case of conviction of offences for
non-compliance of notification requirements)
Section 367(3)—
Repeal
“memorandum or articles”
Substitute
“constitution”.
340.
Section 378 amended (Preservation of secrecy, etc.)
Section 378(3)(b)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
341.
Section 379 amended (Avoidance of conflict of interests)
Section 379(2)(b)—
Repeal“(Cap. 32)”
Substitute
“(28 of 2012) or the relevant Ordinance”.
342.
Section 381 amended (Immunity in respect of communication with
Commission by auditors of listed corporations, etc.)
Section 381(5), definition of auditor, paragraph (b)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
343.
Section 391 amended (Civil liability for false or misleading public
communications concerning securities and futures contracts)
Section 391(9)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
344.
Section 395 amended (Rules by Chief Executive in Council for
payment of fees)
Section 395(1)(a)(ii)—
Repeal
“repurchases”
Substitute
“buy-backs”.345.
Section 399 amended (Codes or guidelines by Commission)
Section 399(2)(b)—
Repeal
“repurchases”
Substitute
“buy-backs”.
346.
Section 400 amended (Service of notices, etc.)
(1) Section 400—
Renumber the section as section 400(1).
(2) Section 400(1)(b)(ii)—
Repeal
“registered office of the company within the meaning of
the Companies Ordinance (Cap. 32)”
Substitute
“company’s registered office in Hong Kong”.
(3) Section 400(1)(c)—
Repeal
“non-Hong Kong company”
Substitute
“registered non-Hong Kong company as defined by section
2(1) of the Companies Ordinance (28 of 2012)”.
(4) Section 400(1)(c)(i)—
Repeal
everything after “sent by post to,”
Substitute“the authorized representative at the representative’s
address as shown in the Companies Register;”.
(5) Section 400(1)(e)—
Repeal
“or a non-Hong Kong company”
Substitute
“, a registered non-Hong Kong company as defined by
section 2(1) of the Companies Ordinance (28 of 2012)”.
(6) After section 400(1)—
Add
“(2) In this section—
authorized representative (獲授權代表) means an authorized
representative as defined by section 774(1) of the
Companies Ordinance (28 of 2012);
Companies Register (公司登記冊) has the meaning given by
section 2(1) of the Companies Ordinance (28 of
2012).”.
347.
Section 407 amended (Savings, transitional, consequential and
related provisions, etc.)
After section 407(4)—
Add
“(5) Part 5 of Schedule 10 provides for the savings and
transitional arrangements that apply on, or relate to,
the commencement of section 78 of Schedule 11 to the
Companies Ordinance (28 of 2012).”.
348.
Schedule 1 amended (Interpretation and general provisions)
(1) Schedule 1, Part 1, section 1, definition of associated
entity—Repeal
“non-Hong Kong company complying with the provisions
of Part XI of the Companies Ordinance (Cap. 32) relating
to the registration of documents”
Substitute
“registered non-Hong Kong company as defined by section
2(1) of the Companies Ordinance (28 of 2012)”.
(2) Schedule 1, Part 1, section 1, definition of company—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(3) Schedule 1, Part 1, section 1, definition of constitution,
paragraph (a)—
Repeal
“memorandum and articles”
Substitute
“articles of association”.
(4) Schedule 1, Part 1, section 1, definition of Futures
Exchange Company—
Repeal
everything after “incorporated”
Substitute
“, and registered by the name Hong Kong Futures
Exchange Limited, under the relevant Ordinance;”.
(5) Schedule 1, Part 1, section 1—
Repeal the definition of holding company
Substitute“holding company (控權公司) means, in relation to a
corporation, any other corporation of which it is a
subsidiary;”.
(6) Schedule 1, Part 1, section 1, definition of non-Hong Kong
company—
Repeal
“assigned to it by section 332 of the Companies Ordinance
(Cap. 32)”
Substitute
“given by section 2(1) of the Companies Ordinance (28 of
2012)”.
(7) Schedule 1, Part 1, section 1, definition of prospectus—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(8) Schedule 1, Part 1, section 1, definition of Registrar of
Companies—
Repeal
“section 303 of the Companies Ordinance (Cap. 32)”
Substitute
“section 21(1) of the Companies Ordinance (28 of 2012)”.
(9) Schedule 1, Part 1, section 1, definition of relevant
provisions, paragraph (b)—
Repeal
everything after “Parts II and XII of the”
Substitute“Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32), so far as those Parts relate, directly or
indirectly, to the performance of functions relating to
prospectuses, whether or not such functions have been
made the subject of a transfer order under section 25 or 68
of this Ordinance;”.
(10) Schedule 1, Part 1, section 1, definition of relevant
provisions, after paragraph (b)—
Add
“(ba) Part 5 of the Companies Ordinance (28 of 2012), so
far as that Part relates, directly or indirectly, to the
performance of functions relating to—
(i) the buy-back by a corporation of its own shares;
or
(ii) a corporation giving financial assistance for the
acquisition of its own shares,
whether or not such functions have been made the
subject of a transfer order under section 25 or 68 of
this Ordinance;”.
(11) Schedule 1, Part 1, section 1, definition of relevant
provisions, paragraph (c)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(12) Schedule 1, Part 1, section 1, definition of securities,
paragraph (i)—
Repeal
“section 29 of the Companies Ordinance (Cap. 32)”Substitute
“section 11 of the Companies Ordinance (28 of 2012)”.
(13) Schedule 1, Part 1, section 1, definition of Stock Exchange
Company—
Repeal
everything after “incorporated”
Substitute
“, and registered by the name The Stock Exchange of
Hong Kong Limited, under the relevant Ordinance;”.
(14) Schedule 1, Chinese text, Part 1, section 1, definition of 公
司集團—
Repeal
“控股公司”
Substitute
“控權公司”.
(15) Schedule 1, Chinese text, Part 1, section 1, definition of 專
業投資者, paragraph (i)(ii) and (iii)—
Repeal
“控股公司”
Substitute
“控權公司”.
(16) Schedule 1, Part 1, section 1—
Repeal the definitions of articles and memorandum.
(17) Schedule 1, Part 1, section 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);”.
(18) Schedule 1, Chinese text, Part 1, section 3(a)(i) and (iii)—
Repeal
“控股公司”
Substitute
“控權公司”.
(19) Schedule 1, Part 1, section 6(1)(a)(i)—
Repeal
“nominal value of which shares is equal to more than the
nominal value of 10% of the issued share capital”
Substitute
“aggregate number of which shares is equal to more than
10% of the total number of issued shares”.
349.
Schedule 5 amended (Regulated activities)
(1) Schedule 5, Part 2, definition of dealing in securities,
paragraphs (vii), (viii)(A), (ix)(A) and (x)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(2) Schedule 5, Part 2, definition of securities margin financing,
paragraph (vi)—
Repeal“share capital”
Substitute
“shares”.
(3) Schedule 5, Chinese text, Part 2, definition of 就期貨合約提
供意見—
Repeal
“控股公司” (wherever appearing)
Substitute
“控權公司”.
(4) Schedule 5, Chinese text, Part 2, definition of 就機構融資提
供意見—
Repeal
“控股公司” (wherever appearing)
Substitute
“控權公司”.
(5) Schedule 5, Chinese text, Part 2, definition of 就證券提供意
見—
Repeal
“控股公司” (wherever appearing)
Substitute
“控權公司”.
(6) Schedule 5, Chinese text, Part 2, definition of 證券或期貨合
約管理, paragraph (a)—
Repeal
“控股公司” (wherever appearing)
Substitute
“控權公司”.350.
Schedule 7 amended (Offers by intermediaries or representatives
for Type 1, Type 4 or Type 6 regulated activity under section 175
of this Ordinance)
(1) Schedule 7, Part 1, section 2(a), after “nominal value”—
Add
“(if any)”.
(2) Schedule 7, Part 2, section 2(b)(i)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(3) Schedule 7, Part 2, section 3(b)(i), after “authorized
capital”—
Add
“(if any), or the maximum number of shares issuable under
the constitution,”.
(4) Schedule 7, Part 2, section 3(b)(ii)—
Repeal
“that capital”
Substitute
“share capital”.
(5) Schedule 7, Part 2, section 3(b)(iii)—
Repeal
“that capital”
Substitute
“the share capital”.(6) Schedule 7, Part 2, section 3, after “nominal value”
(wherever appearing)—
Add
“(if any)”.
(7) Schedule 7, Part 2, section 6(d), after “nominal value”—
Add
“(if any)”.
351.
Schedule 8 amended (Securities and Futures Appeals Tribunal)
(1) Schedule 8, Part 2, Division 1, item 71—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(2) Schedule 8, Part 2, Division 1, item 72—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
352.
Schedule 10 amended (Savings, transitional, consequential and
related provisions, etc.)
(1) Schedule 10, Part 1, section 3, definition of HKFECC—
Repeal
everything after “incorporated”
Substitute“, and registered by the name HKFE Clearing Corporation
Limited, under the relevant Ordinance;”.
(2) Schedule 10, Part 1, section 3, definition of HKSCC—
Repeal
everything after “incorporated”
Substitute
“, and registered by the name Hong Kong Securities
Clearing
Company
Limited,
under
the
relevant
Ordinance;”.
(3) Schedule 10, Part 1, section 3, definition of SEOCH—
Repeal
everything after “incorporated”
Substitute
“, and registered by the name The SEHK Options Clearing
House Limited, under the relevant Ordinance.”.
(4) Schedule 10, Part 1, section 4, definition of HKEC—
Repeal
everything after “incorporated”
Substitute
“, and registered by the name Hong Kong Exchanges and
Clearing Limited, under the relevant Ordinance.”.
(5) Schedule 10, Part 1, section 53(1)(b) and (c)—
Repeal
“non-Hong Kong company that has complied with the
provisions of Part XI of the Companies Ordinance (Cap.
32) for the registration of documents”
Substitute“registered non-Hong Kong company as defined by section
2(1) of the Companies Ordinance (28 of 2012)”.
(6) Schedule 10, Part 1, section 74(10)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(7) Schedule 10, Part 1, section 75(10)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(8) Schedule 10, Part 3, section 1(a) and (b)—
Repeal
“Companies Ordinance (Cap. 32)”
Substitute
“relevant Ordinance”.
(9) Schedule 10, Part 3, sections 2(a) and 3(a)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(10) Schedule 10, after Part 4—
Add“Part 5
Savings and Transitional Provisions Relating to
Consequential Amendments to Securities and
Futures Ordinance (Cap. 571) made by
Companies Ordinance (28 of 2012)
1. During the period during which section 128(3) and section
129(3) of the relevant Ordinance have a continuing effect
under Schedule 11 to the Companies Ordinance (28 of
2012) in relation to accounts of a corporation, section
332(5), despite its repeal, continues to apply to a report
prepared under section 332, in relation to any information
of that corporation.
2. During the period during which section 128(3) and section
129(3) of the relevant Ordinance have a continuing effect
under Schedule 11 to the Companies Ordinance (28 of
2012) in relation to accounts of a corporation, section
336(11), despite its repeal, continues to apply to a register
of interests in shares and short positions or an index of the
names recorded in the register, in relation to any
information of that corporation. Section 336(10)(b) is
subject to section 336(11) during the period during which
section 336(11) so continues to apply.
3. During the period during which section 128(3) and section
129(3) of the relevant Ordinance have a continuing effect
under Schedule 11 to the Companies Ordinance (28 of
2012) in relation to accounts of a corporation, section
352(12), despite its repeal, continues to apply to a register
of directors’ and chief executives’ interests and short
positions or an index of the names recorded in the register,
in relation to any information of that corporation. Section352(11)(b) is subject to section 352(12) during the period
during which section 352(12) so continues to apply.”.

Part 130    Amendment to Securities and Futures (Licensing and Registration) (Information) Rules (Cap. 571 sub. leg. S)
353.
Schedule 1 amended (Meaning of terms “basic information” and
“relevant information”)
Schedule 1, Part 1, section 2(e)—
Repeal
“the date of compliance with the provisions of Part XI of
the Companies Ordinance (Cap. 32) relating to the
registration of documents”
Substitute
“the date of the certificate of registration issued in
respect of the corporation under—
(i) Part XI of the relevant Ordinance; or
(ii) section 777 of Part 16 of the Companies
Ordinance (28 of 2012)”.