1964_SECURITIES_(DISCLOSURE_OF_INTERESTS)_ORDINANCE — Page 38

1988 Ed.]

Securities (Disclosure of Interests)

[CAP. 396

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(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).

[cf. U.K. 1985 c. 6, s. 456]

Further provisions on sale by court order of restricted shares

47. (1) Where shares are sold in pursuance of an order of the High Court under section 46(4) the proceeds of sale, less the costs of the sale, shall be paid into court for the benefit of the persons who are beneficially interested in the shares; and any such person may apply to the High Court for the whole or part of those proceeds to be paid to him.

(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.

[cf. U.K. 1985 c. 6, s. 457]

PART VI

MISCELLANEOUS

Offences by corporations

48. (1) Where a corporation is guilty of an offence under section 15(3), 24(3), 28(8), 31(6), 42(3) or 45(1) and it is proved that the offence 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.

(2) Where the affairs of a corporation are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his functions of management as if he were a director of the corporation.