XN000022-1984-01-25 — Page 7

WEDNESDAY, JANUARY 25, 1984

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UNOFFICIALS MOVE AMENDMENTS

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AMENDMENTS TO THE COMPANIES (AMENDMENT) BILL 1983 WERE MOVED BY SEVEN UNOFFICIAL MEMBERS AND THE SECRETARY FOR ECONOMIC SERVICES, THE HON PIERS JACOBS, AT THE COMMITTEE STAGE TODAY.

THE UNOFFICIAL MEMBERS WERE THE HON PETER C. WONG, THE HON CHARLES YEUNG, THE HON ANDREW SO, THE HON WONG PO-YAN, THE HON STEPHEN CHEONG, THE HON MARIA TAM AND THE HON PETER POON.

SUPPORTING THE MOTION IN THE RESUMED DEBATE ON THE BILL, THE UNOFFICIALS SUPPORTED MR BROWN'S REMARK THAT THE BILL WAS AN IMPORTANT PIECE OF LEGISLATION.

THEY ALSO JOINED HIM IN WELCOMING THE ESTABLISHMENT OF THE STANDING COMMITTEE ON COMPANY LAW REFORM.

ON SPECIFIC AMENDMENTS, MR PETER C. WONG EXPLAINED THAT HE WOULD BE MOVING AMENDMENTS TO CLAUSE 24(B) AND CLAUSE 27.

CLAUSE 24 AMENDS SECTION 45 OF THE PRINCIPAL ORDINANCE REGARDING ALLOTMENT OF SHARES.

MR WONG SAID THAT THE VIEW OF THE LAW SOCIETY HAD BEEN ACCEPTED AND HE WOULD BE MOVING AMENDMENT TO THE EFFECT THAT THE ALLOTMENTS REFERRED TO IN THE NEW SUBSECTION (1A) (A) WOULD BE DESCRIBED AS +ALLOTED CREDITED+ AND NOT MERELY AS 'ALLOTED'.

CLAUSE 27 ADDS NEW SECTIONS 57A, 57B AND 57C AND MR WONG WOULD

BE MOVING AMENDMENTS TO NEW SECTIONS 57A AND 57B,

SECTION 57A SUBSECTION (1) DEALS WITH SHARES WITH NO VOTING RIGHTS AND THE WORDS 'NON-VOTING' MUST APPEAR ON SHARE CERTIFICATES AS WELL AS IN ANY PROSPECTUS OR REPORT.

AMENDMENT WOULD BE MADE TO CLARIFY THAT THE REPORT REFERRED TO WOULD BE DESCRIBED AS 'DIRECTOR'S REPORT', MR WONG EXPLAINED.

SECTION 57A SUBSECTION (2) PROVIDES THAT SHARE CERTIFICATES ISSUED BY A COMPANY WHICH HAS ITS SHARE CAPITAL DIVIDED INTO DIFFERENT CLASSES MUST CONTAIN A STATEMENT TO THAT EFFECT AS WELL AS THE AMOUNT FIXED BY THE MEMORANDUM IN RESPECT OF THE SHARES OF EACH CLASS AND THE VOTING RIGHTS ATTACHED THERETO.

+AS THE MEMORANDUM OF A COMPANY RARELY SPECIFIES THE AMOUNT OF THE SHARES OF EACH CLASS, REFERENCE TO THE MEMORANDUM WILL BE DELETED AND THE AMENDMENT WILL MAKE IT CLEAR THAT THE NOMINAL VALUE OF THE SHARES IN EACH CLASS MUST APPEAR ON THE CERTIFICATE, + MR WONG SAID.

SECTION 57B PROVIDES THAT WITH THE EXCEPTION OF A PRO-RATA ALLOTMENT OF SHARES TO MEMBERS, THE DIRECTORS OF A COMPANY MUST FIRST OBTAIN THE APPROVAL OF THE COMPANY IN GENERAL MEETING.

SUBSECTION (5) STIPULATES THAT ANY RESOLUTION WHEREBY AN APPROVAL IS GIVEN SHOULD BE REGISTERED AS PROVIDED BY SECTION 117 OF THE PRINCIPAL ORDINANCE.

+AGAIN FOR