TNAG-1773-FCO40-2525-Hong-Kong-Exchange-Fund-Hong-Kong-Futures-Exchange-Limited--1988 — Page 51

A368

Ord. No. 63/88

Relaxation and removal of restrictions

1985 c. 6, s. 456

SECURITIES (DISCLOSURE OF INTERESTS)

(b) votes in respect of any such shares (whether as holder or proxy), or

appoints a proxy to vote in respect of them; or

(c) being the holder of any such shares, fails to notify of their being subject to those restrictions any person whom he does not know to be aware of that fact but does know to be entitled (apart from the restrictions) to vote in respect of those shares whether as holder or as proxy; or

(d) being the holder of any such shares, or being entitled to any right to be issued with other shares in right of them, or to receive any payment on them (otherwise than in a liquidation), enters into any agreement which is void under section 44(2) or (3).

(2) If shares in a company are issued in contravention of the restrictions, the listed company and every officer of it who is in default commits an offence and is liable to a fine of $10,000 and to imprisonment for 6 months.

46. (1) Where shares in a company are by order made subject to the restrictions of this Part, application may be made to the High Court for an order directing that the shares be no longer so subject.

(2) If the order applying the restrictions was made by the Financial Secretary, or he has refused to make an order disapplying them, the application may be made by any person aggrieved; and if the order was made by the High Court under section 24, it may be made by any such person or by the company.

(3) Subject to this section, an order of the High Court or the Financial Secretary directing that shares shall cease to be subject to the restrictions may be made only if-

(a) the High Court or (as the case may be) the Financial Secretary is satisfied that the relevant facts about the shares have been disclosed to the company and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure;

or

(b) the shares are to be sold and the High Court (in any case) or the Financial Secretary (if the order was made under section 15 or 41) approves the sale.

(4) Where shares in a company are subject to the restrictions, the High Court may on application order the shares to be sold, subject to the court's approval as to the sale, and may also direct that the shares shall cease to be subject to the restrictions.

(5) An application to the High Court under subsection (4) may be made by the Financial Secretary (unless the restrictions were imposed by court order under section 24), or by the company.

(6) Where an order has been made under subsection (4), the High Court may on application make such further order relating to the sale or transfer of the shares as it thinks fit.

(7) An application to the High Court under subsection (6) may be made-

(a) by the Financial Secretary (unless the restrictions on the shares

were imposed by court order under section 24);