TNAG-1964-FCO40-2796-Hong-Kong-Pension-Benefits-(Miscellaneous-Amendments)-Bill-1-1989 — Page 37

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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);

SECURITIES (DISCLOSURE OF INTERESTS)

Ord. No. 63/88

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(b) by the company;

(c) by the person appointed by or in pursuance of the order to effect

the sale; or

(d) by any person interested in the shares.

(8) An order (whether of the Financial Secretary or the High Court) directing that shares shall cease to be subject to the restrictions of this Part, if it is-

(a) expressed to be made with a view to permitting a transfer of the

shares; or

(b) made under subsection (4),

may continue the restrictions mentioned in section 44(1)(c) or (d), either in whole or in part, so far as they relate to any right acquired or offer made before the transfer.

(9) Subsection (3) does not apply to an order directing that shares shall cease to be subject to any restrictions which have been continued in force in relation to those shares under subsection (8).

47. (1) Where shares are sold in pursuance of an order of the High Further Court under section 46(4) the proceeds of sale, less the costs of the sale, shall provisions on be paid into court for the benefit of the persons who are beneficially order of

sale by court interested in the shares; and any such person may apply to the High Court restricted shares for the whole or part of those proceeds to be paid to him.

1985 c. 6, s. 457

(2) On application under subsection (1) the High Court shall order the payment to the applicant of the whole of the proceeds of sale together with any interest thereon or, if any other person had a beneficial interest in the shares at the time of their sale, such proportion of those proceeds and interest as is equal to the proportion which the value of the applicant's interest in the shares bears to the total value of the shares.

(3) On making an order under section 46(4) or (6) the High Court may further order that the applicant's costs be paid out of the proceeds of sale; and if that order is made, the applicant is entitled to payment of his costs out of those proceeds before any person interested in the shares in question receives any part of those proceeds.

PART VI

MISCELLANEOUS

48. (1) Where a corporation is guilty of an offence under section Offences by 15(3), 24(3), 28(8), 31(6), 42(3) or 45(1) and it is proved that the offence corporations occurred with the consent or connivance of, or was attributable to any neglect on the part of any director, manager, secretary or other similar officer of the corporation, or any person who was purporting to act in any such capacity, he as well as the corporation is guilty of that offence and is liable to be proceeded against and punished accordingly.