### Companies Ordinance 《公司條例》

148. Permitted commissions
(1) If the conditions in subsection (2) are satisfied, a company may pay a commission to a person in consideration of the person—
(a) subscribing or agreeing to subscribe (whether absolutely or conditionally) for shares in the company; or
(b) procuring or agreeing to procure subscriptions (whether absolute or conditional) for shares in the company.
(2) The conditions are that—
(a) the payment of the commission is authorized by the company’s articles;
(b) the commission paid or agreed to be paid does not exceed the lesser of—
(i) 10% of the price at which the shares are issued;
(ii) the amount or rate authorized by the articles; and
(c) if the shares are not offered to the public for subscription, the company, before making the payment—
(i) delivers to the Registrar for registration a notice in the specified form disclosing the amount or rate of the commission and the number of shares (if any) that persons have agreed for a commission to subscribe for absolutely; and
(ii) discloses the amount or rate of the commission and the number of shares (if any) that persons have agreed for a commission to subscribe for absolutely in any circular or notice issued by the company inviting subscriptions for the shares.
(3) A vendor to, promoter of, or other person who receives payment in money or shares from, a company may apply any part of the money or shares so received in payment of any commission the payment of which directly by the company would be permitted by this section.
(4) If a company contravenes the condition referred to in subsection (2)(c)(i), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.

149. Capital may be applied in writing off certain expenses and commission
A company may apply its share capital in writing off—
(a) the preliminary expenses of the company;
(b) any commission paid under section 148 or under section 46 of the predecessor Ordinance; or
(c) any other expenses of any issue of shares in the company.

150. Requirement for instrument of transfer
(1) A company must not register a transfer of shares in the company unless a proper instrument of transfer has been delivered to the company.
(2) Subsection (1) does not affect any power of a company to register as a member a person to whom the right to shares has been transmitted by operation of law.

### Companies Ordinance 《公司條例》

151. Registration of transfer or refusal of registration
(1) The transferee or transferor of shares in a company may lodge the transfer with the company.
(2) Within 2 months after the transfer is lodged, the company must either—
(a) register the transfer; or
(b) send the transferee and the transferor notice of refusal to register the transfer.
(3) If a company refuses registration, the transferee or transferor may request a statement of the reasons for the refusal.
(4) If a request is made under subsection (3), the company must, within 28 days after receiving the request—
(a) send the person who made the request a statement of the reasons; or
(b) register the transfer.
(5) If a company contravenes subsection (2) or (4), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.

152. Order of Court for registration
(1) If a company refuses to register a transfer, the transferee or the transferor may apply to the Court for an order under this section.
(2) On an application under subsection (1), the Court may order the company to register the transfer, if the Court is satisfied that the application is well-founded.

153. Transfer by personal representative
A transfer of a share or other interest of a deceased member of a company by his or her personal representative is as valid as if the personal representative had been the registered holder of that share or interest at the time of execution of the instrument of transfer.

### Companies Ordinance 《公司條例》

154. Certification of transfer
(1) The certification by a company of an instrument of transfer of shares in the company—
(a) is a representation by the company to any person acting on the faith of the certification that documents have been produced to the company that evidence title to the shares in the transferor named in the instrument; and
(b) is not a representation that the transferor has any title to the shares.
(2) If a person acts on the faith of a false certification by a company made negligently, the company is under the same liability to the person as if the certification had been made fraudulently.
(3) For the purposes of this section, an instrument of transfer is certified by a company if it bears—
(a) the words “certificate lodged”, or words to the same effect, in English or Chinese; and
(b) under or adjacent to those words, the signature or initials of a person having the actual or apparent authority to certify transfers on behalf of the company.
(4) Unless the contrary is proved, a signature or initials appearing on an instrument of transfer as referred to in subsection (3)(b) must be regarded—
(a) as the signature or initials of the person whose signature or initials they purport to be; and
(b) as having been placed on the instrument by that person or by another person who has the actual or apparent authority to use the signature or initials for the purpose of certifying transfers on behalf of the company.

155. Issue of share certificate on transfer
(1) Within the period specified in subsection (2), a company must complete the certificates for any of its shares that are transferred and have the certificates ready for delivery.
(2) The period is—
(a) for a private company, 2 months after the day on which the transfer is lodged with the company;
(b) for any other company, 10 business days after the day on which the transfer is lodged with the company.
(3) Subsection (1) does not apply to a transfer if—
(a) the conditions of issue of the shares provide otherwise;
(b) stamp duty has not been paid in respect of the transfer;
(c) the transfer is invalid; or
(d) the company, being entitled to do so, refuses to register the transfer.
(4) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(5) In this section—
business day (營業日) means a day on which a recognized stock market is open for the business of dealing in securities.