1947-HKRS28-8-14_Part04 — Page 26

[ague of now abana certE- Auals where original is

8

(3) The purposes aforesaid are the election of auditore to hold office until the next annual general meeting, the valida tion, ratification and confirmation of the acts of de facto directors and the taking of all stops necessary for the purpose of rectifying omissions and irregularities arising during the period of the occupation of the Colony by the enemy,

for com- plying with the law (including this Ordinance) for regularising the position of the company and for complying with the requirements of the memorandom and articles of association.

(4) A general meeting convened by de facto directors for any of the aforementioned purposes at any time between the 16th of August, 1945, and the commencement of this Ordinance shall have the same validity as convened by the lawfully appointed directors of the company.

(5) In this sention the expression "de facto directors" of a company means the persons who were last validly appointed directors of the company, and the survivors or last survivor of them, notwithstanding that by reason of the occu- pation of the Colony by the enemy, such persons may not have complied with any provision of the law or of the articles of association of the company relating to the retirement or rota- tion of directors or may otherwise by reason of such occupation have ceased, in law, to be directors of the company.

of

14. (1) Any person who is the registered proprietor any shares in any company to which this Part applies or claims to have become entitled to be registered in the register of members as the proprietor thereof and who is not in posses- sion of the share certificate relating thereto may, within three months from the commencement of this Ordinance, apply in writing to the secretary of the company for the issue of a new share certificate under the provisions of this section.

(2) Buch application shall be made in the manner Form No. 1. apecified in Form No. 1 of the Schedule to this Ordinance and shall be accompanied by a statutory declaration which, in the case of the application being made by a person other than the registered proprietor, shall verify the claim and shall in all

casua state-

(a) when the share certificate was last in the applicant's

possession and how he lost possession thereof;

(b) whether the applicant bas executed any transfer in

respect thereof, whether in blank or otherwise; nod

(c) that no other person is entitled to be registered as

the proprietor of the said abares.

(3) If the company has not received notice of any con- flicting claim, it shall, after compliance with the provisions of sub-sections (4) and (6) of this section, advertise in the Gazette in three successive months in the manner specified in Form Form No. 2. No. 2 of the Schedule to this Ordinance its intention to issue a new certificate in respect of all or any of the shares to which the application relates.

(4) If such application is made by the registered pro prietor or the registered proprietor joins in the application the company may insert the first advertisement under the sub- section immediately preceding as soon as the secretary of the Hong Kong Stock Exchange Limited has certified to the company in writing at the foot of a copy of the proposed.

advertisement that a copy thereof has been exhibited by him in accordance with the provisions of sub-section (6) of this acetion.

(5) II such application is made otherwise than as afore- said the company may insert such advertisement only if no objection is received from the registered proprietor within ninety days after a copy of such proposed notification has been served upon him by the company by sending the same by registered post to his last registered address.

(8) The Hong Kong Stock Exchange Limited shall set aside a conspicuous place in the Stock Exchange Building for the posting and exhibition of copies of proposed advertisements under sub-section (5) of this section and shall, at the request of the secretary of any company to which this Pact applies, exhibit in such place any copy of a proposed advertisement required by sub-section (3) bereof supplied to the said Stock Exchange by such secretary.

(7) Upon the expiration of three months from the first insertion in the Gazette of the prescribed advertisement, if the company has not received notice of any claim, whether given before or after the commencement of this Ordinance, con- flicting with the application for a new share certificate it may issun a new share certificate to the applicant notwithstanding the non-production of the certificate granted to the person appearing in the register as the registered proprietor and shall in such eveut cancel auch lastly mentioned certificate.

(8) The jasne of a new share certificate and the cancella- tion of the previous certificate provided for by the preceding sub-section shall be notified in the Gazette in the manner specified in Form No. 3 of the Sobedule to this Ordinance and Farm Bu a copy thereof shall be sent by the company to the said Stock Exoliange.

(9) Where a abare certificate has been cancelled in accordance with the provisions of sub-section (7) the following provisions alull apply.

(a) Rectification of the register may still be made in favour of a person claiming under much share certi- ficate as against the person to whom a new share certificate has been granted but shall not be roade as against a bona fide purchaser for value without notice from the person to whom such new share certificate has been granted or against any person claiming under such bona fide purchaser.

(b) In the event of an order for rectification being made under the preceding paragraph the company shall not be or be made liable in any way whatsoever for having issued and acted on the new certificate.

(c) In any case in which, but for the provisions of this section, a person claiming under a share certificate which has been cancelled by the company under the provisions of this section, would have been entitled to have his name placed on the register of members as proprietor of the shares to which such certificate relates the company shall not be or be made liable to such person for such cancellation or for having issued a new certificate or because the person to whom such cancelled certificate was issued was