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WEDNESDAY, JANUARY 27, 1984

+AGAIN FOR THE SAKE OF CLARITY, AN AMENDMENT WILL BE MOVED REQUIRING ANY RESOLUTION THAT IS REVOKED OR VARIED AS PROVIDED IN SUBSECTION (3) TO BE REGISTERED AS WELL, HE ADDED.

AMENDMENT WOULD ALSO BE MOVED TO MAKE IT CLEAR THAT SUBSCRIBERS' SHARES WOULD NOT FALL WITHIN THE AMBIT OF THIS NEW SECTION.

IN ADDITION, MR WONG WOULD MOVE THAT ALL REFERENCES TO 1983 IN THESE TWO CLAUSES BE DELETED AND SUBSTITUTED BY 1984.

MR YEUNG SAID THAT HE WOULD PROPOSE AMENDMENTS TO CLAUSES 63, 84, 125, 134, 240 AND THE NINTH SCHEDULE.

CLAUSE 63 OF THE BILL REPLACES SECTION 99 OF THE PRINCIPAL ORDINANCE WITH NEW PROVISION CLARIFYING THE REQUIREMENTS RELATING TO THE CLOSING OF THE REGISTER OF MEMBERS AND THE REGISTER OF DEBENTURE HOLDERS DURING THE YEAR.

+SPECIALLY, A COMPANY MAY CLOSE THE REGISTERS IN QUESTION FOR NOT EXCEEDING 30 DAYS IN EACH YEAR, WITH FURTHER PROVISION FOR EXTENDING THE PERIOD OF 30 DAYS,+ MR YEUNG EXPLAINED.

HE WOULD BE MOVING AMENDMENTS TO IMPOSE AN OVERALL LIMIT ON THE POWER OF A COMPANY TO EXTEND THE CLOSURE OF SUCH REGISTER AS WELL AS TO LIMIT ANY EXTENSION OF THE CLOSING OF THE REGISTER OF MEMBERS AND THE REGISTER OF DEBENTURE HOLDERS TO A MAXIMUM OF 60 DAYS.

CLAUSE 84 AMENDS SECTION 119 OF THE PRINCIPAL ORDINANCE TO REQUIRE, INTER ALIA, A COMPANY TO KEEP MINUTES OF ALL GENERAL MEETINGS, MEETINGS OF DIRECTORS AND MEETINGS OF MANAGERS.

AFTER CONSIDERING REPRESENTATIONS WHICH CONTENDED THAT THIS WOULD CAUSE INTERPRETATIONAL PROBLEM, THE AD-HOC GROUP AND THE ADMINISTRATION AGREED TO DELETE THE REQUIREMENT TO KEEP MINUTES OF MEETINGS OF MANAGERS.

CLAUSE 125 REPLACES SECTION 168 WITH NEW PROVISION TO GIVE EFFECT TO THE JENKINS COMMITTEE RECOMMENDATIONS IN RESPECT OF TAKE-OVERS AND THE ACQUISITION OF MINORITY INTERESTS.

THE RIGHTS OF THE COMPANY ON THE ONE HAND AND OF THE MINORITY SHAREHOLDERS ON THE OTHER ARE SET OUT IN DETAIL IN THE NEW NINTH SCHEDULE.

MR YEUNG WOULD BE MOVING AMENDMENTS TO THE NINTH SCHEDULE SO THAT THE WORDS USED WOULD BE CONSISTENT WITH THOSE IN CLAUSE 125.

CLAUSE 134 REPEALS AND REPLACES SECTION 185 OF THE PRINCIPAL ORDINANCE, AND PROVIDES THAT ON THE MAKING OF A WINDING-UP ORDER, A COPY OF THE ORDER BE DELIVERED BY THE COMPANY TO THE REGISTRAR.

AMENDMENT TO BE MOVED BY MR YEUNG WOULD MAKE IT CLEAR THAT THE WINDING-UP ORDER IS TO BE DELIVERED TO THE REGISTRAR FOR THE PURPOSE OF REGISTRATION.

/CLAUSE 240

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