(4) If a person is billed by having an offence below subsection (3), It is just a defence to establish the member or member’s own agent (as the case could be) had Beforehand produced Yet another desire to the document involved and were presented having a copy of your document. Section: 436 Prerequisite in connection with publication of financial statements etc.

(3) If a limited company contravenes subsection (1), the company, and each dependable particular person with the company, commit an offence, and each is liable to a great at degree 4 and, in the case of the continuing offence, to an additional good of $700 for every single day for the duration of which the offence proceeds. (four) If a restricted company fails to provide a return that complies with subsection (two) within just just one month just after an allotment of shares, the Court docket may, on software via the company or a dependable person with the company, extend the time period for delivery with the return by a interval determined by the Courtroom. (five) The Courtroom could lengthen a period of time below subsection (4) only if it is glad— (a) that failure to deliver the return was accidental or due to inadvertence; or (b) that it is just and equitable to increase the time period. (six) In case the Court docket extends the interval for delivery of a return, any legal responsibility now incurred through the company or perhaps a dependable human being of the company for an offence below subsection (three) is extinguished and subsection (one) has impact as In the event the reference to at least one thirty day period were being a reference to your extended period.

Examples— 1. A company may well extinguish or decrease the liability on any of its shares in respect of share capital not paid up. 2. A company may well, either with or with no extinguishing or decreasing legal responsibility on any of its shares— (a) cancel any paid-up share money which is dropped or unrepresented by available belongings; or (b) repay any compensated-up share funds in excess from the company’s wants. (2) On the other hand, a company ought to not lower its share funds if, because of the reduction, there would no more be any member from the company Keeping shares in addition to redeemable shares. (three) This Division is matter to any provision of the company’s articles or blog posts that prohibits or restricts the reduction of your company’s share cash. Part: 211 Technique for your company to cut back its share cash L.N. 163 of 2013 03/03/2014 The procedure for a company to reduce its share capital below this Division is— (a) by Particular resolution supported by a solvency assertion beneath Subdivision 2; or (b) by Unique resolution confirmed via the Court docket under Subdivision three. Area: 212 Offence if share money is lessened in contravention of Division

Cap 622 - Businesses Ordinance eighty one on the company. (2) The company must include Using the detect with the proposed resolution— (a) a copy on the doc that contains the proposed general supply; and (b) a press release, signed by the directors of your company, containing data that would permit an inexpensive particular person to type a legitimate and justifiable view as into the merits from the supply. (3) If, underneath the proposed common offer you, a member in the company can be compelled to dispose of the member’s shares under Division 5 of Part thirteen (compulsory acquisition just after normal supply for share obtain-back again)— (a) the company should appoint an unbiased expenditure adviser to recommend users who may be affected via the Obligatory disposal over the merits in the supply; and (b) the resolution authorizing the provide has to be a Specific resolution on which no non-tendering member votes. (4) Somebody is qualified for appointment being an expense adviser under subsection (three)(a) provided that— (a) the person is a company licensed to hold on, or a licensed financial institution registered for carrying on, a business in advising on securities or advising on corporate finance less than Element V in the Securities and Futures Ordinance (Cap 571); and (b) the person is neither— (i) a member, officer, shadow director or employee in the company making the general provide or of an associated company of that company; nor (ii) an linked company on the company creating the overall supply.

Cap 622 - Companies Ordinance 318 (3) Subject matter to anything at all inside the company’s posts, something for being agreed or specified by the holders for that functions of this Division should be agreed or specified by the many joint holders. Part: 836 Dying or bankruptcy of holder of shares L.N. 163 of 2013 03/03/2014 (1) This segment applies if— (a) a provision of the Ordinance authorizes or demands a doc or details being sent or supplied by a company for the holders of its shares; and (b) a holder on the shares is lifeless or bankrupt. (2) Matter to something inside the company’s content, the doc or details is distributed or provided to that holder for the purposes in the provision When the doc or data— (a) is distributed or supplied to the persons proclaiming to become entitled towards the shares in consequence from the death or personal bankruptcy by name, or because of the title of Associates of the deceased, or trustee of the bankrupt, or by any like description, on the deal with within Hong Kong equipped for the objective by the persons so saying; or (b) till such an deal with has long been so supplied, is shipped or provided in almost any way during which it may have been despatched or provided In the event the death or individual bankruptcy had not occurred.

Remarks: Not nevertheless in operation (one) The Courtroom may possibly make an purchase to the disclosure by the Registrar of the secured tackle— (a) if— (i) there is proof that the service of paperwork within the applicable correspondence deal with in the director is not effective to bring them into the observe of your director; or (ii) it is necessary or expedient for the secured address being disclosed in reference to the

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Section 57C on the predecessor Ordinance, as in drive immediately ahead of its repeal, proceeds to apply to shares purportedly issued or allotted before the commencement day* of portion 146. 21. Permitted commissions

designate a minimum of a person individual as its representative to provide assistance concerning the company's Major Controllers Sign up to the legislation enforcement officer.

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(two) Unless of course the agreement is in producing, the company ought to make sure that— (a) the terms on the contract are set out within a composed memorandum in 15 days from the entering into of the deal; and (b) the memorandum is saved within the put at which the guides containing the minutes of the administrators’ meetings are held. (3) If a company contravenes subsection (two), the company, and each dependable particular person on the company, commit an offence, and each is liable to a great at degree 3. (four) A contravention of subsection (2) in relation to some deal won't affect the validity in the contract. (five) This area will not exclude the Procedure of another Ordinance or rule of legislation applying to contracts concerning a company and also a director in the company. (six) In this particular segment— director(董事) features a shadow director. (7) For the applications of the section, a system corporate is not to be regarded as a shadow formation company director of any of its subsidiaries by motive only that the directors, or simply a bulk of the administrators, from the subsidiary are accustomed to act in accordance with its Instructions or Directions. Portion: 546 Fiscal Secretary might amend certain sums or proportion figures

Cap 622 - Firms Ordinance 182 Area: 488 Director or former director associated with overall body corporate L.N. 163 of 2013 03/03/2014 (1) For your purposes of the Element, a director or previous director is linked to a physique corporate if— (a) the director or previous director, or any one or more of the entities specified in subsection (3), or perhaps the director or former director along with any one or more of Those people specified entities, are entitled to exercising, or Manage the training of, a lot more than 30% with the voting energy at any typical Assembly of that body corporate; or (b) the directors, or simply a bulk of the administrators, of that physique corporate are accustomed to act in accordance While using the directions or instructions of— (i) the director or former director; or (ii) an entity linked with the director or former director. (two) In this particular portion, a reference to voting electrical power the exercise of which can be controlled by a director or previous director, or by an entity laid out in subsection (three), contains voting power the work out of that is managed by An additional entire body corporate If your director or previous director, or any a number of of the required entities, or the director or former director together with any one or more of the desired entities, are entitled to exercising, or Regulate the training of, more than fifty% from the voting electrical power at any standard Assembly of that other entire body corporate.