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香港新会社条例(第622章) 901~921条

1-100 101-200 201-300 301-400 401-500 501-600 601-700 701-800 801-900 901-921 Schedule

Section:

901

Application of fines

(1) When imposing a fine under this Ordinance, the court may direct that the whole or any part of the fine is to be applied in or towards payment of the costs of the proceedings.
(2) Subject to a direction under subsection (1), a fine under this Ordinance must be paid into the general revenue.
(3) Subsection (2) has effect despite anything in any other Ordinance.

Division:3

Miscellaneous Provisions relating to Misconduct by Officer or Auditor of Company

Section:

902

Interpretation

In this Division
misconduct (不當行為) means negligence, default, breach of duty or breach of trust;
specified person (指明人士) means
(a) an officer of a company; or
  (b) a person employed by a company as an auditor.

Section:

903

Court may grant company officer etc. relief in proceedings for misconduct

(1) This section applies if, in any proceedings for any misconduct against a specified person, it appears to the Court that the person
  (a) is or may be liable for the misconduct;
(b) has acted honestly and reasonably; and
  (c) ought fairly to be excused for the misconduct, having regard to all the circumstances of the case (including those connected with the person's appointment).
(2) The Court may relieve the specified person, either wholly or partly, from the liability on any terms that the Court thinks fit.
(3) If the case is tried by a judge with a jury, the judge may
  (a) withdraw the case in whole or in part from the jury; and
  (b) direct judgment to be entered for the specified person on the terms as to costs or otherwise that the judge thinks fit.

Section:

904

Court may grant company officer etc. relief for misconduct on officer’s application

(1) A specified person may apply to the Court for relief if the person has reason to apprehend that a claim will or might be made against the person for any misconduct.
(2) On an application, the Court may relieve the specified person, either wholly or partly, from the liability on any terms that the Court thinks fit if it appears to the Court that the person
  (a) is or may be liable for the misconduct;
(b) has acted honestly and reasonably; and
  (c) ought fairly to be excused for the misconduct, having regard to all the circumstances of the case (including those connected with the person's appointment).

Division:4

Other Miscellaneous Provisions

Section:

905

Costs in action by company etc.

(1 This section applies where
  (a) a company is a plaintiff in an action or other legal proceedings; and
  (b) it appears, by credible testimony, to the court having jurisdiction in the matter that there is reason to believe the company will be unable to pay the defendant's costs if the defendant succeeds in the defence.
(2) Without limiting the powers of the court under any other Ordinance, the court may
  (a) require sufficient security to be given for those costs; and
  (b) stay all proceedings until the security is given.
(3) In this section
company(公司) means
(a) a limited company; or
  (b) a company incorporated outside Hong Kong.

Section:

906

Saving as to private prosecution

Nothing in this Ordinance relating to the institution of criminal proceedings by the Secretary for Justice precludes any person from instituting or carrying on any such proceedings.

Section:

907

Saving for privileged communication

If proceedings are instituted under this Ordinance against any person by the Secretary for Justice, nothing in this Ordinance is to be regarded as requiring any person to disclose any information that the person is entitled to refuse to disclose on grounds of legal professional privilege.

Section:

908

Paperless holding and transfer of shares and debentures

Remarks:
Not yet in operation
Schedule 8, which contains amendments relating to paperless holding and transfer of shares and debentures, has effect.

Section:

909

Power to make regulations

(1) The Financial Secretary may make regulations for any matter required or permitted to be prescribed under this Ordinance.
(2) Subsection (1) does not apply if the Chief Executive in Council or the Financial Secretary is empowered under another Part to make regulations for the matter.

Section:

910

Supplementary provisions for regulations made under this Ordinance

Subsidiary legislation made by the Chief Executive in Council or the Financial Secretary under this Ordinance may
  (a) make different provision for different cases or classes of cases; and
  (b) contain any consequential, transitional, saving, incidental or supplementary provisions, that the Chief
Executive in Council or the Financial Secretary (as the case may be) thinks fit.

Section:

911

Financial Secretary and Registrar may amend Schedules

(1) The Financial Secretary may, by notice published in the Gazette, amend Schedule 1, 2, 3, 4, 5 or 7. (2) The Registrar may, by notice published in the Gazette, amend Schedule 6.

Part:21

Consequential Amendments, and Transitional and Saving Provisions

Division:1

Consequential and Related Amendment

Section:

912

Amendments to enactments

(1) The enactments specified in Schedules 9 and 10 are amended as set out in those Schedules.
(2) The Financial Secretary may, by notice published in the Gazette
  (a) amend Schedule 9 or 10 to make such consequential or related amendments to any enactment as are necessary on account of the coming into operation of any provision of this Ordinance; or
  (b) repeal any provision in Schedule 9 or 10 that is no longer necessary on account of the coming into operation of any provision of this Ordinance.

Division:2

Transitional and Saving Provisions

Section:

913

Transitional and saving provisions

(1) The transitional and saving provisions as set out in Schedule 11 have effect.
(2) The Financial Secretary may, by notice published in the Gazette, amend Schedule 11.

Section:

914

Extended effect of saving provision

(1) This section applies if a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal.
(2) The saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance extends to any other provision of the predecessor Ordinance
  (a) that defines an expression used in the provision; or
  (b) in accordance with which the provision is to be construed.
(3) The saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance that creates an offence extends to the entry relating to that provision in the Twelfth Schedule to the predecessor Ordinance.
(4) Section 304(1) and (2) of, and the Eighth Schedule to, the predecessor Ordinance, as in force immediately before their repeal, continue to apply in respect of a matter that is required or authorized by or under a provision of the predecessor Ordinance having a continuing effect as mentioned in subsection (1) if, immediately before that provision was repealed by section 912, a fee specified in that Schedule was payable to the Registrar in respect of that matter.
(5) Subject to subsections (7) and (9), the saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance that refers to a prescribed or specified form, or refers to a prescribed manner, extends to the form or manner and to the power under which it is prescribed or specified.
(6) If the provision of the predecessor Ordinance refers to a specified form, the Registrar may
  (a) specify another form for the purpose; and
  (b) determine a date in relation to that other form for the purposes of subsection (7)(b).
(7) If the Registrar exercises the powers under subsection (6), the effect of the provision of the predecessor Ordinance is to be construed as
  (a) also referring to the form specified under subsection (6)(a) before the date determined under subsection (6)(b); and
  (b) only referring to that form on or after that date.
(8) If the provision of the predecessor Ordinance requires a person, in relation to a particular purpose of tha Ordinance, to state or furnish any matter, particulars or information to the Registrar, but does not require the matter, particulars or information to be stated or furnished in a specified form, the Registrar may
  (a) specify a form for the purpose; and
  (b) determine a date in relation to the form for the purposes of subsection (9).
(9) If the Registrar exercises the powers under subsection (8), the effect of the provision of the predecessor Ordinance is to be construed as requiring the matter, particulars or information to be stated or furnished in the form specified under subsection (8)(a) on or after the date determined under subsection (8)(b).

Section:

915

Offence for false statement

(1) This section applies if
  (a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal; and
  (b) after the repeal, any return, report, certificate, balance sheet or other document, is required by or for the purposes of the provision.
(2) A person commits an offence if, in the return, report, certificate, balance sheet or document, the person wilfully makes a statement false in any material particular knowing it to be false.
(3) A person who commits an offence under subsection (2) is liable to a fine at level 6 and to imprisonment for 6 months.
(4) This section does not affect the operation of
  (a) Part V of the Crimes Ordinance (Cap 200); or
  (b) section 19, 20 or 21 of the Theft Ordinance (Cap 210).

Section:

916

Limitation on commencement of proceedings

(1) This section applies if
  (a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal; and
  (b) after the repeal, an offence is committed under the provision.
(2) Despite section 26 of the Magistrates Ordinance (Cap 227), an information or complaint relating to the offence may be tried if it is laid or made
  (a) within 3 years after the commission of the offence; and
  (b) within 12 months after the date on which the supporting evidence came to the Secretary for Justice's knowledge.
(3) For the purposes of this section, a certificate of the Secretary for Justice as to the date on which the supporting evidence came to the Secretary for Justice's knowledge is conclusive evidence of that date.
(4) This section does not apply to an offence committed before 1 March 1973.
(5) In this section
supporting evidence(助控證據) means evidence sufficient, in the Secretary for Justice's opinion, to justify the
proceedings.

Section:

917

Application of fines

(1) This section applies if
  (a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal; and
  (b) after the repeal, a fine is imposed under the provision.
(2) When imposing the fine, the Court or magistrate may direct that the whole or any part of the fine is to be applied—
(a) in or towards payment of the costs of the proceedings; or
  (b) in or towards rewarding the person on whose information, or at whose suit, the fine is recovered.
(3) Subject to a direction under subsection (2), the fine must be paid into the general revenue.
(4) Subsection (3) has effect despite anything in any other Ordinance.

Section:

918

Saving as to private prosecution

(1) This section applies if
  (a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal; and
  (b) the provision relates to the institution of criminal proceedings by the Secretary for Justice.
(2) Nothing in the provision precludes any person from instituting or carrying on any criminal proceedings.

Section:

919

Saving for privileged communication

(1) This section applies if
  (a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal; and
  (b) after the repeal, proceedings are instituted under the provision against any person by the Secretary for Justice.
(2) Nothing in the provision is to be regarded as requiring any person who has acted as solicitor for the defendant to disclose any privileged communication made to the person in that capacity.

Division:3

Supplemental Provisions

Section:

920

This Part etc. not to derogate from section 23 of Cap 1

This Part, and Schedules 9, 10 and 11, are in addition to and not in derogation of section 23 of the Interpretation and
General Clauses Ordinance (Cap 1), except as otherwise provided in this Part or those Schedules.

Section:

921

Continuity of law

(1) This section applies if a provision of this Ordinance re-enacts (with or without modification) a provision of another Ordinance repealed by this Ordinance.
(2) The repeal and re-enactment does not affect the continuity of the law.
(3) Anything done (including subsidiary legislation made), or having effect as if done, under or for the purposes of the repealed provision that could have been done under or for the purposes of the corresponding provision of this Ordinance, if in force or effective immediately before the commencement date of that corresponding provision, has effect after that commencement date as if done under or for the purposes of that corresponding provision.
(4) A reference (express or implied) in an Ordinance, instrument or document to a provision of this Ordinance is to be construed (so far as the context permits) as including, as respects times, circumstances and purposes in relation to which the corresponding repealed provision had effect, a reference to that corresponding provision.
(5) A reference (express or implied) in an Ordinance, instrument or document to a repealed provision is to be construed (so far as the context permits), as respects times, circumstances and purposes in relation to which the corresponding provision of this Ordinance has effect, as being or (according to the context) including a reference to the corresponding provision of this Ordinance.
(6) This section has effect subject to any specific transitional or saving provision contained in this Ordinance.

1-100 101-200 201-300 301-400 401-500 501-600 601-700 701-800 801-900 901-921 Schedule