1963-HKRS28-8-30_Part01 — Page 11

Amendment

4.

4

(9) The validity of an alteration of the provisions of a company's memorandum with respect to the objects of the company shall not be questioned on the ground that it was not authorized by subsection (1) except in proceedings taken for the purpose (whether under this section or other- wise) before the expiration of twenty-one days after the date of the resolution in that behalf; and where any such proceedings are taken otherwise than under this section subsections (7) and (8) shall apply in relation thereto as if they had been taken under this section and as if an order declaring the alteration invalid were an order annulling it and as if an order dismissing the proceedings were an order confirming the alteration.".

Section 21 of the principal Ordinance is amended by the of section 21. insertion, after subsection (5). of the following new subsection—

Amendment

"1 & 12

9. 19(6).

(6) Where a company in respect of which a licence Gea. 6, c. 38, under this section is in force alters the provisions of its memorandum with respect to its objects, the Governor may (unless he sees fit to revoke the licence) vary the licence by making it subject to such conditions and regulations as be may think fit, in lieu of or in addition to the conditions and regulations, if say, to which the licence was formerly subject.".

5.

Section 65 of the principal Ordinance is amended in subsec-

of section 65. tion (2) by-

Amendment

(a) the deletion of the full stop at the end thereof and the sub-

stitution therefor of a colon; and

(b) the addition of the following proviso-

6.

11 & 12 Geo, 6, c. 38. *. 74.

Provided that, if at any time all the issued shures in a company, or all the issued shares therein of a particular class, are fully paid up and Tank pari passu for all purposes, none of those shares need thereafter have a distinguishing num- ber so long as it remains fully paid up and ranks pari pasan for all purposes with all shares of the same class for the time being issued and fully paid up.".

Section 95 of the principal Ordinance is amended in para- al section 95. graph (a) of subsection (1) by the insertion, after the word "number".

of the following-

"so long as the share has a number”.

$

Section 97 of the principal Ordinance is amended in para- Amendment graph (b) of subsection (1) by the insertion, after the word "number", of section 97, of the following-

"so long as the share has a number”.

8. Sections 134, 135, 136 and 137 of the principal Ordinance are Repeal and repealed and replaced by the following-

"Investigation

of the affairg of a companY

on application of members. 11 & 12 Geo, 6. c. 38, 1. 164.

Investigation

of the affairs

of a company

in other caSES.

11 & 12 Geo.

6. a. 38, *. 165.

134. (1) The Financial Secretary may appoint one or more competent inspectors to investigate the affairs of a company and to report thereon in such manner as the Financial Secretary may direct-

(a) in the case of a company having a share capital, on the application either of not less than one hundred members or of members bolding not less than one-tenth of the shares issued;

(6) in the case of a company not having a share capital, on the application of not less than one- tenth in number of the persons on the company's register of members.

(2) The application shall be supported by such evidence as the Financial Secretary may require for the purpose of showing that the applicants bave good reason for requiring the investigation, and the Financial Secretary may, before appointing an inspector, require the applicants to give security, to an amount not exceeding five thousand dollars, for payment of the costs of the investigation.

134A. Without prejudice to his powers under section 134, the Financial Secretary-

(a) shall appoint one or more competent inspectors to investigate the affairs of a company and to report thereon in such manner as the Financial Secretary may direct, if the court by order declares that its affairs ought to be investigated by an inspector appointed by the Financial Secretary; and

(b) may do so if the company by special resolution declares that its affairs ought to be investigated by an inspector appointed by the Financial Secretary and the company gives security in such amount, not exceeding five thousand dollars, as the Financial Secretary may require; and

(c) may also do so if it appears to the Financial

Secretary that there are circumstances suggesting

(1) that the business of the company is being conducted with intent to defraud its creditors or

replacerocot of rections

134, 135, 135

and 137.