1979-HKRS28-16-27_Part03 — Page 36

and the company shall deliver a copy of the notice to sach recognized stock exchange.

(9) Where a company fails to publish a notice as required by subasction (8), the company and every officer of the company who is in dofault shall be liable to a default fine of $20.

(10) Where a new certificate is issued by a company under this section, the following shall apply...

(0) save as otherwise provided in this subsection, noth- ing in this section shall affect the power of the enurl to make an order under section 100 in favour of any

person claiming to be entitled to the relevant shares as against the person to whom the new certificate is issued or any person whose name is subsequently entered in the register of members of the company in respect of the relevant shares, but no such order shall be made as against a bond Fafe purchaser.

(b) in any case where the court makes an order under soction 100 as against the person to whom the new certificate is issued or any person whose name is subsequently entered in the register of members of the company is respect of the relevant shares, the court shall not order the payment of damages by the company and the company shall not other- wise be liable for any damage sustained by reason of the issue of the new certificate or the cancellation of the original certificate;

(c) where any person (io this paragraph referred to as "the claimant") would have been entitled but for This subsection to have his came entered in the register of members of the company in respect of the relevant shares or any of them→→→

(D) except where the company is shown to bave acted deceitfully, the company shall not be liable for any damage sustained by the claimant by reason of the issue of the new certificate or the cancellation of the original certificate;

(ii) the person to whom the new certificate is issued shall where the relevant shares or any of them are purchased from him by a bona fide purchaser, be liable in damages to the claimant for the value of the shares so purchased as at the date of purchase:

(iii) the person to whom the new certificate is issued and any other person (other than a bona fide purchaser) whose same is subsequently entered in the register of members of the company to respect of the relevant shares or any of them shall, where the relevant shares or any of them are purchased from such other person by a bona fide purchaser, be jointly and severally liable in damages to the claimant for the value of the shares #O purchased as at the date of purchase.

(11) All expenses relating to so application under this section for the issue of a new certificate or the cancellation of an original certificate by any company shall be borne by the applicant, and the company may refuse to take any

step in respect of the application until it is satisfied that reasonable provision for the payment of such expenses has been made.

(12) To this section-

"bona fide purchaser", in relation to any relevant shares,

means any of the following—

(e) a person who purchases such shares in good faith for value and without notice of any defect in the tillo of the seller,

(b) a person who becomes entitled to such shares al any lime after the purchase thereof by any other person in good faith for value and without notice of any defect in the title of the seller; "company" means a company in the case of which shares

are listed on a recognized stock exchange; "new certificate" means a certificate issued under this

section in replacement of an original certificate; "registered holder", in relation to shares in a company, means any person whose name is entered in the register of members of that company in respect of such shares.".

3. Section 100 of the principal Ordinance is amended—

(a)

in subsection (2) by deleting "may order" and substituting the following-

"may, subject to section 71A, order";

(5) in subsection (3) by deleting "On" and substituting the following-

"Subject to section 71A, on".

Amendment of section 10EN.

4. The principal Ordinance is amended by adding after section 179 Addicon_of the following-

**Appearance

M OMLA Receive.

179A. On the bearing of a winding-up petition by the court, the Official Receiver may appear and call, examine and cross-examine any witness and, if be so thinks fit, support or oppose the making of a winding-up order.".

New Helicon

5. (1) The Companies (Reconstruction of Records) Ordinance is Amcadarot of amcoded-

Companies (Ret-traatrus- son of Iecordó

And saving. (Cap. 3093

(a) by repealing section 14 (in this section referred to as "the repealed dice

section");

(6) by deleting the Schedule thereto.

(2) Nothing in this section shall invalidate any proceeding com- menced or act done or step taken under the repealed section before the commencement of this Ordinance, and any proceeding so commenced or act done or step taken under and in conformity with the repealed section but not completed or disposed of at the commencement of this Ordinance may be continued and completed thereafter as if this Ordinance bad not been enacted; but where, by virtue of this subsection, any new certificate is issued under the repealed section in respect of shares in a company after the commencement of this Ordinance, this Ordinance shall apply in relation to auch new certificate as if it had been issued under the principal Ordinance as amended by this Ordinance.