Division 1     Preliminary
333.
Interpretation
(1) In this Part—
charge (押記) includes mortgage;
manager (經理人) excludes a special manager of the estate or
business of a company or registered non-Hong Kong
company appointed under section 216 of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32).
(2) For the purposes of this Part—
(a) if a ship or aircraft of a registered non-Hong Kong
company is registered in Hong Kong, it is to be
regarded as property in Hong Kong of the company
even though it is physically located outside Hong
Kong; and
(b) if a ship or aircraft of a registered non-Hong Kong
company is registered in a place outside Hong Kong,
it is to be regarded as property outside Hong Kong of
the company even though it is physically located in
Hong Kong.
(3) In Divisions 2 and 4, a reference to a person interested in a
charge excludes the company or registered non-Hong Kong
company creating the charge.

 (4) For the purposes of Divisions 2 and 3, 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 registered non-Hong Kong company delivering
the copy for registration; or
(ii) a person authorized by that company or registered
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.
(5) In Division 6, a reference to the charged property of a
registered non-Hong Kong company 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.

 (2) For the purposes of subsection (1)(c), the holding of
debentures entitling the holder to a charge on land is not
to be regarded as an interest in the land.
(3) For the purposes of subsection (1)(d)—
(a) the deposit by way of security of a negotiable
instrument given to secure the payment of book debts
is not to be regarded as a charge on those book debts;
and
(b) if a company maintains a deposit of money with
another person (whether the money is deposited by the
company or by any other person for the company’s
benefit), a charge on the company’s right to repayment
of the money is not to be regarded as a charge on
book debts of the company.
(4) For the purposes of subsection (1)(d) and (j), if a company
charters a ship from a shipowner, the shipowner’s lien on
the subfreights for amounts due under the charter is not to
be regarded as a charge on book debts of the company or
as a floating charge on the company’s undertaking or
property.
335.
Company must register specified charge created by it
(1) A company must deliver a statement of the particulars of
every specified charge created by the company, together
with a certified copy of the instrument (if any) creating or
evidencing the charge, to the Registrar for registration
within the registration period specified in subsection (5)(a).
(2) Where—
(a) a specified charge created by a company—
(i) is given in a debenture forming part of a series by
reference to any other instrument containing the
charge (whether or not also contained in the
debenture); or

 (ii) is contained in a debenture forming part of a
series (but not given in the debenture by reference
to any other instrument); and
(b) every holder of the debentures of the series is entitled
equally to the benefit of the charge,
the company is to be regarded as having complied with
subsection (1) in relation to the specified charge if the
company delivers a statement of the particulars of the
charge, together with a certified copy of an instrument
specified in subsection (4), to the Registrar for registration
within the registration period specified in subsection (5)(b).
(3) A person interested in a specified charge—
(a) may deliver a statement of the particulars of the
charge, together with a certified copy of the instrument
(if any) creating or evidencing the charge, to the
Registrar for registration within the registration period
specified in subsection (5)(a); or
(b) may, in the case of subsection (2), deliver a statement
of the particulars of the charge, together with a
certified copy of an instrument specified in subsection
(4), to the Registrar for registration within the
registration period specified in subsection (5)(b).
(4) The instrument is—
(a) for the purposes of subsection (2)(a)(i), the instrument
by reference to which the specified charge is given; or
(b) for the purposes of subsection (2)(a)(ii), any one
debenture of the series.
(5) The registration period is—
(a) for the purposes of subsection (1) or (3)(a)—
(i) one month after the date on which the specified
charge is created; or

 (ii) where the specified charge is created outside Hong
Kong and comprising property situate outside
Hong Kong, one month after the date on which
a certified copy of the instrument creating or
evidencing that charge could, if despatched with
due diligence, have been received in Hong Kong
in due course of post; and
(b) for the purposes of subsection (2) or (3)(b)—
(i) one month after the execution of the instrument
by reference to which the specified charge is given
or if there is no such instrument, one month after
the execution of the first debenture of the series;
or
(ii) where the specified charge is created outside Hong
Kong and comprising property situate outside
Hong Kong, one month after the date on which a
certified copy of the specified instrument could, if
despatched with due diligence, have been received
in Hong Kong in due course of post.
(6) A statement of the particulars of a specified charge—
(a) must be in the specified form; and
(b) must be accompanied by the prescribed fee.
(7) If a person interested in a specified charge pays to the
Registrar any prescribed fee for the registration of a
statement of the particulars of the charge, the fee is
recoverable from the company creating the charge.
(8) If a specified charge is created in Hong Kong and
comprises property situate outside Hong Kong, a certified
copy of the instrument creating or purporting to create the
charge may be delivered to the Registrar for registration
under subsection (1), (2) or (3) even though further
proceedings may be necessary to make that charge valid
or effectual according to the law of the place in which the
property is situate.

 336.
Registered non-Hong Kong company must register specified
charge created by it
(1) A registered non-Hong Kong company must deliver a
statement of the particulars of every specified charge
created by the company on property in Hong Kong of the
company, together with a certified copy of the instrument
(if any) creating or evidencing the charge, to the Registrar
for registration within the registration period specified in
subsection (6)(a).
(2) Where—
(a) a specified charge created by a registered non-Hong
Kong company on property in Hong Kong of the
company—
(i) is given in a debenture forming part of a series by
reference to any other instrument containing the
charge (whether or not also contained in the
debenture); or
(ii) is contained in a debenture forming part of a
series (but not given in the debenture by reference
to any other instrument); and
(b) every holder of the debentures of the series is entitled
equally to the benefit of the charge,
the company is to be regarded as having complied with
subsection (1) in relation to the specified charge if the
company delivers a statement of the particulars of the
charge, together with a certified copy of an instrument
specified in subsection (4), to the Registrar for registration
within the registration period specified in subsection (6)(b).
(3) A person interested in a specified charge—

 (a) may deliver a statement of the particulars of the
charge, together with a certified copy of the instrument
(if any) creating or evidencing the charge, to the
Registrar for registration within the registration period
specified in subsection (6)(a); or
(b) may, in the case of subsection (2), deliver a statement
of the particulars of the charge, together with a
certified copy of an instrument specified in subsection
(4), to the Registrar for registration within the
registration period specified in subsection (6)(b).
(4) The instrument is—
(a) for the purposes of subsection (2)(a)(i), the instrument
by reference to which the specified charge is given; or
(b) for the purposes of subsection (2)(a)(ii), any one
debenture of the series.
(5) Subsections (1) and (2) do not apply to a charge on
property if the property was not in Hong Kong when the
charge was created by the registered non-Hong Kong
company.
(6) The registration period is—
(a) for the purposes of subsection (1) or (3)(a), one month
after the date on which the specified charge is created;
and
(b) for the purposes of subsection (2) or (3)(b)—
(i) one month after the execution of the instrument
by reference to which the specified charge is given;
or
(ii) if there is no such instrument, one month after
the execution of the first debenture of the series.
(7) A statement of the particulars of a specified charge—
(a) must be in the specified form; and

 (b) must be accompanied by the prescribed fee.
(8) If a person interested in a specified charge pays to the
Registrar any prescribed fee for the registration of a
statement of the particulars of the charge, the fee is
recoverable from the registered non-Hong Kong company
creating the charge.
337.
Consequences of contravention of section 335 or 336
(1) This section applies if—
(a) a company contravenes section 335(1) in relation to a
specified charge, and a person interested in the charge
has not registered the charge under section 335(3); or
(b) a registered non-Hong Kong company contravenes
section 336(1) in relation to a specified charge, and a
person interested in the charge has not registered the
charge under section 336(3).
(2) Subject to section 346, the company or registered non-
Hong Kong company, and every responsible person of the
company or registered non-Hong Kong company, commit
an offence.
(3) A person who commits an offence under subsection (2) is
liable to a fine at level 5 and, in the case of a continuing
offence, to a further fine of $1,000 for each day during
which the offence continues.
(4) Subject to section 346, the specified charge is void against
any liquidator and creditor of the company or registered
non-Hong Kong company so far as any security on its
undertaking or property is conferred by the charge.
(5) Subsection (4) does not prejudice any contract or obligation
for repayment of the money secured by the specified
charge.

 (6) At the lender’s option, the money secured by a specified
charge becomes immediately payable when the charge
becomes void under subsection (4).
 

Division 3     Obligation to Register Existing Charges
338.
Company must register charge existing on property acquired
(1) This section applies if—
(a) a company acquires property subject to a charge; and
(b) the charge is of a kind that a statement of its
particulars would have been required by section 335(1)
to be delivered for registration had it been created by
the company after the acquisition.
(2) The company must deliver a statement of the particulars of
the charge, together with a certified copy of the instrument
(if any) creating or evidencing the charge, to the Registrar
for registration within the registration period specified in
subsection (3).
(3) The registration period is—
(a) one month after the date on which the acquisition is
completed; or
(b) where the property is situate, and the charge was
created, outside Hong Kong, one month after the date
on which a certified copy of the instrument creating or
evidencing the charge could, if despatched with due
diligence, have been received in Hong Kong in due
course of post.
(4) A statement of the particulars of a charge—
(a) must be in the specified form; and
(b) must be accompanied by the prescribed fee.

 (5) Subject to section 346, if a company contravenes subsection
(2), the company, and every responsible person of the
company, commit an offence.
(6) A person who commits an offence under subsection (5) is
liable to a fine at level 5 and, in the case of a continuing
offence, to a further fine of $1,000 for each day during
which the offence continues.
339.
Registered non-Hong Kong company must register charge existing
on property acquired
(1) This section applies if—
(a) a registered non-Hong Kong company acquires
property in Hong Kong subject to a charge; and
(b) the charge is of a kind that a statement of its
particulars would have been required by section 336(1)
to be delivered for registration had it been created
by the registered non-Hong Kong company after the
acquisition.
(2) Subsection (1)(a) does not apply to a charge on property if
the property was not in Hong Kong when the property was
acquired by the registered non-Hong Kong company.
(3) The registered non-Hong Kong company must deliver a
statement of the particulars of the charge, together with
a certified copy of the instrument (if any) creating or
evidencing the charge, to the Registrar for registration
within the registration period specified in subsection (4).
(4) The registration period is one month after the date on
which the acquisition is completed.
(5) A statement of the particulars of a charge—
(a) must be in the specified form; and
(b) must be accompanied by the prescribed fee.

 (6) Subject to section 346, if a registered non-Hong Kong
company contravenes subsection (3), the company, and
every responsible person of the company, commit an
offence.
(7) A person who commits an offence under subsection (6) is
liable to a fine at level 5 and, in the case of a continuing
offence, to a further fine of $1,000 for each day during
which the offence continues.
340.
Registered non-Hong Kong company must register charge existing
on property on date of company’s registration under Part 16
(1) This section applies if—
(a) a registered non-Hong Kong company has, on the date
of its registration under Part 16, property in Hong
Kong subject to—
(i) a charge created by the company; or
(ii) a charge that subsisted when the property was
acquired; and
(b) the charge is of a kind that a statement of its
particulars would have been required by section 336(1)
or 339(3) to be delivered for registration had the
charge been created by the company, or had the
property been acquired by the company, after the
company has been registered under Part 16.
(2) The registered non-Hong Kong company must deliver a
statement of the particulars of the charge, together with
a certified copy of the instrument (if any) creating or
evidencing the charge, to the Registrar for registration
within the registration period specified in subsection (5).
(3) If, in the case of subsection (1)(a)(i)—
(a) the charge—

 (i) is given in a debenture forming part of a series
by reference to any other instrument containing
the charge (whether or not also contained in the
debenture); or
(ii) is contained in a debenture forming part of a
series (but not given in the debenture by reference
to any other instrument); and
(b) every holder of the debentures of the series is entitled
equally to the benefit of the charge,
the registered non-Hong Kong company is to be regarded
as having complied with subsection (2) in relation to the
charge if that company delivers a statement of the
particulars of the charge, together with a certified copy of
an instrument specified in subsection (4), to the Registrar
for registration within the registration period specified in
subsection (5).
(4) The instrument is—
(a) for the purposes of subsection (3)(a)(i), the instrument
by reference to which the charge is given; or
(b) for the purposes of subsection (3)(a)(ii), any one
debenture of the series.
(5) The registration period is one month after the date on
which the registered non-Hong Kong company is registered
under Part 16.
(6) A statement of the particulars of a charge—
(a) must be in the specified form; and
(b) must be accompanied by the prescribed fee.
(7) Subject to section 346, if a registered non-Hong Kong
company contravenes subsection (2), the company, and
every responsible person of the company, commit an
offence.

 (8) A person who commits an offence under subsection (7) is
liable to a fine at level 5 and, in the case of a continuing
offence, to a further fine of $1,000 for each day during
which the offence continues.
 

Division 4     Obligation to Register Other Particulars of Debentures
341.
Company or registered non-Hong Kong company must register
particulars of issue of debentures
(1) This section applies if—
(a) a debenture forming part of a series—
(i) contains a charge created by a company or
registered non-Hong Kong company; or
(ii) gives a charge created by a company or registered
non-Hong Kong company, by reference to any
other instrument containing the charge;
(b) every holder of the debentures of the series is entitled
equally to the benefit of the charge; and
(c) a statement of the particulars of the charge is required
to be delivered for registration under section 335(2),
336(2) or 340(3).
(2) The company or registered non-Hong Kong company must
deliver a statement of the particulars of every issue of the
debentures of the series to the Registrar for registration
within the registration period specified in subsection (4).
(3) A person interested in the charge may deliver a statement
of the particulars of an issue of debentures to the Registrar
for registration within the registration period specified in
subsection (4).
(4) The registration period is—

 (a) if a statement of the particulars of the charge is
delivered for registration under section 335(2) or
336(2)—
(i) in the case of an issue of debentures made at the
time of the creation of the charge, the registration
period specified in relation to the registration of
the charge in section 335(5)(b) or 336(6)(b); or
(ii) in the case of any subsequent issue of debentures,
one month after the date of the issue; or
(b) if a statement of the particulars of the charge is
delivered for registration under section 340(3)—
(i) in the case of an issue of debentures made on
or before the registration under Part 16, the
registration period specified in relation to the
registration of the charge in section 340(5); or
(ii) in the case of any subsequent issue of debentures,
one month after the date of the issue.
(5) A statement of the particulars of an issue of debentures
must be in the specified form.
(6) Without limiting section 23, a statement of the particulars
of an issue of debentures must contain the date and the
amount of the issue.
(7) Subject to section 346, if subsection (2) is contravened, and
a person interested in the charge has not delivered a
statement of the particulars of the issue of debentures for
registration under subsection (3), the company or registered
non-Hong Kong company, and every responsible person of
the company or registered non-Hong Kong company,
commit an offence.
(8) A person who commits an offence under subsection (7) is
liable to a fine at level 5 and, in the case of a continuing
offence, to a further fine of $1,000 for each day during
which the offence continues.

 (9) A contravention of subsection (2) does not affect the
validity of the debentures issued.
(10) In this section, a reference to the time of the creation of a
charge is a reference to the time of execution of—
(a) the instrument by reference to which the charge is
given; or
(b) if there is no such instrument, the first debenture of
the series.
342.
Company or registered non-Hong Kong company must register
particulars of commission etc. in relation to debentures
(1) This section applies if—
(a) any commission, allowance or discount has been paid
or made, directly or indirectly, by a company or
registered non-Hong Kong company to any person in
consideration of the person—
(i) subscribing or agreeing to subscribe, absolutely or
conditionally, for any debenture of the company
or registered non-Hong Kong company; or
(ii) procuring or agreeing to procure absolute or
conditional subscriptions for any debenture of the
company or registered non-Hong Kong company;
(b) the debenture—
(i) creates or evidences a charge; or
(ii) forms part of a series of debentures, and either
contains a charge or gives a charge by reference to
any other instrument containing a charge;
(c) the charge is created by the company or registered
non-Hong Kong company; and
(d) a statement of the particulars of the charge is required
to be delivered for registration under—

 (i) section 335(1);
(ii) section 336(1); or
(iii) section 340(2).
(2) The company or registered non-Hong Kong company must
deliver a statement of the particulars of the commission,
allowance or discount to the Registrar for registration
within the registration period specified in subsection (6)(a).
(3) Where—
(a) in the case of subsection (1)(d)(i), a statement of the
particulars of the charge is delivered for registration
under section 335(2); or
(b) in the case of subsection (1)(d)(ii), a statement of the
particulars of the charge is delivered for registration
under section 336(2),
the company or registered non-Hong Kong company is to
be regarded as having complied with subsection (2) if it
delivers a statement of the particulars of the commission,
allowance or discount to the Registrar for registration
within the registration period specified in subsection (6)(b).
(4) Where, in the case of subsection (1)(d)(iii), a statement of
the particulars of the charge is delivered for registration
under section 340(3), the registered non-Hong Kong
company is to be regarded as having complied with
subsection (2) if it delivers a statement of the particulars
of the commission, allowance or discount to the Registrar
for registration within the registration period specified in
subsection (6)(c).
(5) A person interested in the charge—
(a) may deliver a statement of the particulars of the
commission, allowance or discount to the Registrar for
registration within the registration period specified in
subsection (6)(a); or

 (b) may, in the case of subsection (3), deliver a statement
of the particulars of the commission, allowance or
discount to the Registrar for registration within the
registration period specified in subsection (6)(b).
(6) The registration period is—
(a) for the purposes of subsection (2) or (5)(a)—
(i) in the case of subsection (1)(d)(i), the registration
period specified in relation to the registration of
the charge in section 335(5)(a);
(ii) in the case of subsection (1)(d)(ii), the registration
period specified in relation to the registration of
the charge in section 336(6)(a); or
(iii) in the case of subsection (1)(d)(iii), the registration
period specified in relation to the registration of
the charge in section 340(5);
(b) for the purposes of subsection (3) or (5)(b)—
(i) in the case of an issue of debentures made at the
time of the creation of the charge, the registration
period specified in relation to the registration of
that charge in section 335(5)(b) or 336(6)(b); or
(ii) in the case of any subsequent issue of debentures,
one month after the date of the issue; or
(c) for the purposes of subsection (4)—
(i) in the case of an issue of debentures made on
or before the registration under Part 16, the
registration period specified in relation to the
registration of that charge in section 340(5); or
(ii) in the case of any subsequent issue of debentures,
one month after the date of the issue.
(7) A statement of the particulars of any commission,
allowance or discount must be in the specified form.

 (8) For the purposes of this section, the deposit of any
debenture as security for any debt of a company or
registered non-Hong Kong company is not to be regarded
as an issue of debentures at a discount.
(9) In this section, a reference to the time of the creation of a
charge is a reference to the time of execution of—
(a) the instrument by reference to which the charge is
given; or
(b) if there is no such instrument, the first debenture of
the series.
343.
Consequences of contravention of section 342
(1) Subject to section 346, if section 342(2) is contravened, and
a person interested in the charge has not delivered a
statement of the particulars of the commission, allowance
or discount (as the case may be) for registration under
section 342(5), the company or registered non-Hong Kong
company, and every responsible person of the company or
registered non-Hong Kong company, commit an offence.
(2) A person who commits an offence under subsection (1) is
liable to a fine at level 5 and, in the case of a continuing
offence, to a further fine of $1,000 for each day during
which the offence continues.
(3) A contravention of section 342(2) does not affect the
validity of the debentures issued.

 (2) The company or registered non-Hong Kong company, or
the mortgagee or person entitled to the charge, may notify
the Registrar of the payment, satisfaction, release or
cessation.
(3) A notification—
(a) must be in the specified form;
(b) must be accompanied by the prescribed fee; and
(c) must be accompanied by a certified copy of any
instrument required by the Registrar for the purpose
of evidencing the payment, satisfaction, release or
cessation.
(4) If the Registrar is satisfied from the instrument
accompanying a notification that the payment, satisfaction,
release or cessation did take place, the Registrar must
process the notification, and the accompanying instrument,
in the same way as if they were delivered to the Registrar
for registration.
(5) For the purposes of this section, a copy of an instrument is
a certified copy if it is certified as a true copy by—
(a) the mortgagee or the person entitled to the charge; or
(b) in the case of—
(i) a mortgagee or entitled person who is a natural
person, a person authorized by the mortgagee or
entitled person for the purpose; or
(ii) a mortgagee or entitled person that is a body
corporate—
(A) a person authorized by the mortgagee or
entitled person for the purpose; or
(B) a director or company secretary of the
mortgagee or entitled person.

 (6) For the purposes of this section, a charge is a registered
charge—
(a) if—
(i) a statement of the particulars of the charge, and
the requisite accompanying instrument, have been
delivered to the Registrar for registration under
Division 2 or 3; and
(ii) the Registrar has recorded the information
contained in the statement, and in that
instrument, for the purposes of section 27(1); or
(b) if—
(i) immediately before the commencement date of
this Division, the charge was registered under Part
III of the predecessor Ordinance; or
(ii) on or after the commencement date of this
Division, the charge has been registered under
Part III of the predecessor Ordinance having a
continuing effect under Schedule 11.
346.
Extension of time for registration
(1) The Court may, on application by the company or
registered non-Hong Kong company or by a person
interested in the charge, order that—
(a) the registration period specified in section 335(5),
336(6), 338(3), 339(4), 340(5), 341(4) or 342(6) be
extended;
(b) the time required for registration by section 80 or 82
of the predecessor Ordinance, or that section as
extended by section 91 of that Ordinance, having a
continuing effect under Schedule 11 be extended; or

 (c) the time required for registration by section 91(5) of
the predecessor Ordinance having a continuing effect
under Schedule 11 be extended.
(2) The Court may make an order under subsection (1) on
any terms and conditions that the Court thinks just and
expedient.
(3) The Court must not make an order unless the Court is
satisfied that—
(a) the failure specified in subsection (5)—
(i) was accidental;
(ii) was due to inadvertence or to some other
sufficient cause; or
(iii) is not of a nature to prejudice the position
of creditors or members of the company or
registered non-Hong Kong company; or
(b) it is just and equitable to grant the relief on other
grounds.
(4) If—
(a) the Court makes an order under subsection (1) in
relation to a charge or debenture; and
(b) the failure specified in subsection (5) is rectified within
the extended period or time,
any liability already incurred for an offence under the
offence provision specified in subsection (6) in relation to
the registration of the charge or debenture is extinguished.
(5) The failure is—
(a) in the case of subsection (1)(a), a failure to deliver a
statement as required under Division 2, 3 or 4, or
any accompanying instrument, within that registration
period;
(b) in the case of subsection (1)(b), a failure to deliver—

 (i) the particulars as required under section 80 or 82
of the predecessor Ordinance having a continuing
effect under section 63(2), 64(2), 65(2) or 66(2) of
Schedule 11 within that time; or
(ii) a statement as required under section 80 or 82 of
the predecessor Ordinance having a continuing
effect under section 63(4)(a), 64(4)(a), 65(4) or
66(4) of Schedule 11, or any accompanying
instrument, within that time; or
(c) in the case of subsection (1)(c), a failure to deliver—
(i) the particulars as required under section 91(5) of
the predecessor Ordinance having a continuing
effect under section 67(2) of Schedule 11 within
that time; or
(ii) a statement as required under section 91(5) of
the predecessor Ordinance having a continuing
effect under section 67(4) of Schedule 11, or any
accompanying instrument, within that time.
(6) The offence provision is—
(a) in the case of subsection (1)(a), section 337(2), 338(5),
339(6), 340(7), 341(7) or 343(1);
(b) in the case of subsection (1)(b), section 81 or 82 of
the predecessor Ordinance having a continuing effect
under Schedule 11; or
(c) in the case of subsection (1)(c), section 91(6) of
the predecessor Ordinance having a continuing effect
under Schedule 11.
347.
Rectification of registered particulars
(1) The Court may, on application by the company or
registered non-Hong Kong company or by a person
interested in the charge, order that—

 (a) an omission or misstatement of any particular in any
of the following be rectified—
(i) a statement of the particulars of a charge, or
any accompanying instrument, delivered for
registration under—
(A) Division 2 or 3;
(B) section 80 or 82 of the predecessor
Ordinance, or that section by virtue of
section 91 of that Ordinance, having a
continuing effect under section 63(4)(a),
64(4)(a), 65(4) or 66(4) of Schedule 11; or
(C) section 91(5) of the predecessor Ordinance
having a continuing effect under section 67(4)
of Schedule 11;
(ii) a statement of the particulars of an issue of
debentures, or a statement of the particulars of
commission, allowance or discount, delivered for
registration under—
(A) Division 4;
(B) section 80 or 82 of the predecessor
Ordinance, or that section by virtue of
section 91 of that Ordinance, having a
continuing effect under section 63(4)(a),
64(4)(a), 65(4) or 66(4) of Schedule 11; or
(C) section 91(5) of the predecessor Ordinance
having a continuing effect under section 67(4)
of Schedule 11;
(iii) a notification, or any accompanying instrument,
under section 345;
(iv) a memorandum under section 85 of the
predecessor Ordinance; or

 (b) an omission or misstatement of any of the following
be rectified—
(i) any particular with respect to a charge delivered
for registration before the commencement date of
this section under section 80, 82 or 91(5) of the
predecessor Ordinance;
(ii) any particular with respect to a charge delivered
for registration under section 80, 82 or 91(5) of
the predecessor Ordinance having a continuing
effect under section 63(2), 64(2), 65(2), 66(2) or
67(2) of Schedule 11.
(2) The Court may make an order under subsection (1) on
any terms and conditions that the Court thinks just and
expedient.
(3) The Court must not make an order unless the Court is
satisfied that—
(a) the omission or misstatement—
(i) was accidental;
(ii) was due to inadvertence or to some other
sufficient cause; or
(iii) is not of a nature to prejudice the position
of creditors or members of the company or
registered non-Hong Kong company; or
(b) it is just and equitable to grant the relief on other
grounds.
(4) The Court may make an order to rectify an omission or
misstatement of any particular in any accompanying
instrument mentioned in subsection (1)(a)(i) or (iii) to the
extent as permitted by common law rules and equitable
principles.

 349.
Notice of mortgagee entering into possession of property
(1) If a person enters into possession of the property of a
company, or the charged property of a registered non-
Hong Kong company, as mortgagee, the person must,
within 7 days after the date of entering into possession,
deliver a statement of that fact to the Registrar for
registration.
(2) A statement under subsection (1) must include—
(a) if the person is a natural person—
(i) the person’s name and address; and
(ii) the number of the person’s identity card, or if the
person does not have an identity card, the number
and issuing country of any passport held by the
person; or
(b) if the person is a body corporate, its name and the
address of its registered or principal office.
(3) A statement under subsection (1)—
(a) must be in the specified form; and
(b) must be accompanied by the prescribed fee.
(4) If a person contravenes subsection (1), the person commits
an offence and is liable to a fine at level 3 and, in the case
of a continuing offence, to a further fine of $300 for each
day during which the offence continues.
350.
Notice of cessation of appointment of receiver or manager or
mortgagee going out of possession of property, etc.
(1) This section applies to—
(a) a person—
(i) whose particulars are required to be included in a
statement delivered to the Registrar under section
348(1); or

 (ii) whose particulars were, before the commencement
date of section 348, required to be included in a
notice delivered to the Registrar under section
87(1) of the predecessor Ordinance; and
(b) a person—
(i) whose particulars are required to be included in a
statement delivered to the Registrar under section
349(1); or
(ii) whose particulars were, before the commencement
date of section 349, required to be included in a
notice delivered to the Registrar under section
87(2) of the predecessor Ordinance.
(2) If the person mentioned in subsection (1)(a) ceases to act
as receiver or manager, the person must, within 7 days after
the date of the cessation, deliver a statement of the
cessation to the Registrar for registration.
(3) If the person mentioned in subsection (1)(b) goes out of
possession of the property or charged property, the person
must, within 7 days after going out of possession, deliver a
statement of that fact to the Registrar for registration.
(4) If there is any change to the particulars of the person
included in the statement or notice, the person must, within
15 days after the date of the change, deliver a statement of
that change to the Registrar for registration.
(5) Subsection (4) does not apply if—
(a) in the case of a person mentioned in subsection (1)(a)—
(i) the person has ceased to act as receiver or
manager; and
(ii) the person has delivered a statement of the
cessation to the Registrar under subsection (2) or
has, before the commencement date of section
348, given notice of the cessation under section
87(4) of the predecessor Ordinance; or

 (b) in the case of a person mentioned in subsection (1)(b)—
(i) the person has gone out of possession of the
property or charged property; and
(ii) the person has delivered a statement of that fact
to the Registrar under subsection (3) or has,
before the commencement date of section 349,
given notice of that fact under section 87(4) of
the predecessor Ordinance.
(6) A statement under subsection (2), (3) or (4) must be in the
specified form.
(7) If a person contravenes subsection (2), (3) or (4), the
person commits an offence and is liable to a fine at level 3
and, in the case of a continuing offence, to a further fine of
$300 for each day during which the offence continues.
 

Division 7     Company’s and Registered Non-Hong Kong Company’s Records and Register of Charges
351.
Obligation to keep copies of instruments creating charges
(1) A company must keep at its registered office, or at a place
prescribed by regulations made under section 657—
(a) a copy of every instrument creating a charge required
to be registered by the company under this Part; and
(b) a copy of every instrument creating a charge required
to be registered by the company under Part III of the
predecessor Ordinance.
(2) A registered non-Hong Kong company must keep at its
principal place of business in Hong Kong, or at a place
prescribed by regulations made under section 356—

 (a) a copy of every instrument creating a charge required
to be registered by the company under this Part; and
(b) a copy of every instrument creating a charge required
to be registered by the company under Part III of the
predecessor Ordinance.
(3) Where—
(a) a series of debentures is issued by a company or
registered non-Hong Kong company;
(b) the debentures contain a charge required to be
registered by the company or registered non-Hong
Kong company under this Part or under Part III of
the predecessor Ordinance; and
(c) the terms of the debentures are the same,
the company or registered non-Hong Kong company is to
be regarded as having complied with subsection (1) or (2)
in relation to the debentures if it keeps a copy of one of
the debentures in accordance with that subsection.
(4) A company or registered non-Hong Kong company—
(a) must, within 15 days after a copy of an instrument
mentioned in subsection (1) or (2) is first kept at a
place, notify the Registrar of the place; and
(b) must, within 15 days after there is a change in the
place where a copy of such an instrument is kept,
notify the Registrar of the change.
(5) A notification under subsection (4)(a) or (b) must be in the
specified form.
(6) Subsection (4)(a) does not require a company or registered
non-Hong Kong company to notify the Registrar of the
place at which a copy of an instrument is kept—

 (a) if, in the case of a copy that came into existence on or
after the commencement date of this section, it has at
all times been kept at the company’s registered office,
or the registered non-Hong Kong company’s principal
place of business in Hong Kong; or
(b) if—
(i) immediately before that commencement date, the
company or registered non-Hong Kong company
kept a copy of the instrument for the purposes of
section 88 of the predecessor Ordinance; and
(ii) on and after that commencement date, that copy
is kept for the purposes of subsection (1) or (2) at
the place at which it was kept immediately before
that commencement date.
(7) If subsection (1), (2) or (4) is contravened, the company or
registered non-Hong Kong company, and every responsible
person of the company or registered non-Hong Kong
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.
352.
Obligation of company to keep register of charges
(1) A company must keep a register of charges—
(a) at the company’s registered office; or
(b) at a place prescribed by regulations made under
section 657.
(2) A company—
(a) must enter in its register of charges—
(i) every charge specifically affecting property of the
company; and

 (ii) every floating charge on the whole or part of the
company’s property or undertaking; and
(b) must enter in its register of charges the following
particulars in respect of every charge specified in
paragraph (a)(i) and (ii)—
(i) the amount secured by the charge;
(ii) a description of the property charged;
(iii) except in the case of securities to bearer, the
names of the persons entitled to the charge.
(3) If a company contravenes subsection (1) or (2), 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.
(4) If an officer of the company knowingly and wilfully
authorizes or permits the omission of an entry required to
be made under subsection (2), the officer commits an
offence and is liable to a fine at level 5.
353.
Obligation of registered non-Hong Kong company to keep register
of charges
(1) A registered non-Hong Kong company must keep a register
of charges—
(a) at the company’s principal place of business in Hong
Kong; or
(b) at a place prescribed by regulations made under
section 356.
(2) A registered non-Hong Kong company—
(a) must enter in its register of charges—
(i) every charge created by the company on property
in Hong Kong of the company; and

 (ii) every charge on property in Hong Kong that is
acquired by the company; and
(b) must enter in its register of charges the following
particulars in respect of every charge specified in
paragraph (a)(i) and (ii)—
(i) the amount secured by the charge;
(ii) a description of the property charged;
(iii) except in the case of securities to bearer, the
names of the persons entitled to the charge.
(3) Subsection (2) does not apply to a charge on property if
the property was not in Hong Kong when the charge was
created by, or the property was acquired by, the registered
non-Hong Kong company.
(4) If a registered non-Hong Kong company contravenes
subsection (1) or (2), 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.
(5) If an officer of the registered non-Hong Kong company
knowingly and wilfully authorizes or permits the omission
of an entry required to be made under subsection (2), the
officer commits an offence and is liable to a fine at level 5.
354.
Notification of place where register of charges is kept
(1) A company or registered non-Hong Kong company must
notify the Registrar of the place at which the register of
charges is kept. The notice must be in the specified form
and delivered to the Registrar for registration within 15
days after the register is first kept at that place.
(2) A company or registered non-Hong Kong company must
notify the Registrar of any change (other than a change of
the address of the company’s registered office or registered

 non-Hong Kong company’s principal place of business in
Hong Kong) in the place at which the register of charges is
kept. The notice must be in the specified form and delivered
to the Registrar for registration within 15 days after the
change.
(3) Subsection (1) does not require a company or registered
non-Hong Kong company to notify the Registrar of the
place at which the register of charges is kept—
(a) if, in the case of a register that came into existence on
or after the commencement date of this section, it has
at all times been kept at—
(i) the company’s registered office; or
(ii) the
registered
non-Hong
Kong
company’s
principal place of business in Hong Kong; or
(b) if—
(i) immediately before that commencement date, the
company or registered non-Hong Kong company
kept a register for the purposes of section 89 of
the predecessor Ordinance; and
(ii) on and after that commencement date, that
register is kept as a register of charges for the
purposes of section 352(1) or 353(1) at the place
at which it was kept immediately before that
commencement date.
(4) If subsection (1) or (2) is contravened, the company or
registered non-Hong Kong company, and every responsible
person of the company or registered non-Hong Kong
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.

 355.
Right to inspect
(1) A member or creditor of a company is entitled, on request
made in the prescribed manner and without charge, to
inspect, in accordance with regulations made under section
657—
(a) the copies kept by the company under section 351(1);
and
(b) the register of charges kept by the company under
section 352(1).
(2) A member or creditor of a registered non-Hong Kong
company is entitled, on request made in the prescribed
manner and without charge, to inspect, in accordance with
regulations made under section 356—
(a) the copies kept by the company under section 351(2);
and
(b) the register of charges kept by the company under
section 353(1).
(3) Any other person is entitled, on request made in the
prescribed manner and on payment of a prescribed fee, to
inspect, in accordance with regulations made under section
356 or 657—
(a) the copies kept by a company or registered non-Hong
Kong company under section 351(1)(a) or (2)(a); and
(b) the register of charges kept by a company or registered
non-Hong Kong company under section 352(1) or
353(1).
(4) In this section—
prescribed (訂明) means prescribed by regulations made under
section 356 or 657.

 356.
Financial Secretary may make regulations for purposes of this
Division
(1) The Financial Secretary may make regulations—
(a) prescribing a place at which—
(i) copies of instruments creating charges are to be
kept by a registered non-Hong Kong company
under section 351; or
(ii) a register of charges is to be kept by a registered
non-Hong Kong company under section 353;
(b) providing for the obligations of a registered non-Hong
Kong company to make the copies and the register
available for inspection under section 355;
(c) prescribing the fees for the purposes of section 355(3);
and
(d) prescribing any other thing that is required or
permitted to be prescribed under this Division in
respect of those copies and that register.
(2) Regulations made under subsection (1)(a) may—
(a) prescribe a place other than the registered non-Hong
Kong company’s principal place of business in Hong
Kong;
(b) prescribe a place—
(i) by reference to the place at which the registered
non-Hong Kong company keeps any other
records; or
(ii) in any other way;
(c) provide that section 351 or 353 is not complied with
by keeping the copies, or the register of charges, at a
place prescribed in the regulations unless conditions
prescribed in the regulations are met; and

 (d) prescribe more than one place for the purpose specified
in subsection (1)(a)(i) or (ii).
(3) Regulations made under subsection (1)(b) may—
(a) make provision as to the time, duration and manner
of inspection;
(b) precribe the manner in which a request for inspection
is to be made; and
(c) define what may be required of the registered non-
Hong Kong company as regards the nature, extent and
manner of extracting or presenting any information
for the purposes of inspection.
(4) Regulations made under subsection (1) may provide that—
(a) if a registered non-Hong Kong company contravenes
any of the regulations, an offence is committed by—
(i) the company; and
(ii) every responsible person of the company;
(b) a person who commits an offence mentioned in
paragraph (a) is liable to a fine not exceeding level 5
and, in the case of a continuing offence, to a further
fine not exceeding $1,000 for each day during which
the offence continues;
(c) the Court may, in prescribed circumstances—
(i) by order compel an immediate inspection of the
copies and the register of charges; and
(ii) make any order as to the time, duration and
manner of inspection; and
(d) if the copies, or the register of charges, are kept at the
office of a person other than the registered non-Hong
Kong company concerned, an order mentioned in
paragraph (c) may be made against that other person
and that other person’s officers and other employees.

 (5) Nothing in any provision of this Ordinance or in the
regulations made under this section is to be construed as
preventing a registered non-Hong Kong company—
(a) from providing more extensive facilities than are
required by the regulations; or
(b) if a fee may be charged, from charging a lesser fee
than that prescribed or none at all.

The above are the Gold Brand Consulting limited collection arrangement,Please give sources if someone likes to quote,you can contact customer service  for any business and call to 020-61133120 in any times,thank you!