### Companies Ordinance 《公司條例》

332. Liability of trustees for debenture holders
(1) A provision contained in—
(a) a trust deed securing an issue of debentures; or
(b) a contract with the holders of debentures secured by a trust deed,

is void to the extent that it would exempt a trustee of the trust deed from, or indemnify the trustee against, liability for breach of trust for the trustee’s failure to show the degree of care and diligence required of the trustee as a trustee, having regard to the provisions of the trust deed conferring on the trustee any powers, authorities or discretions.
(2) Subsection (1) does not—
(a) invalidate a release otherwise validly given in respect of anything done, or omitted to be done, by a trustee before the giving of the release;
(b) invalidate any provision enabling such a release to be given—
(i) on being agreed to by a majority of at least 75% in value of the debenture holders present and voting in person or, if proxies are permitted, by proxy at a meeting summoned for the purpose; and
(ii) either with respect to specific acts or omissions or on the trustee dying or ceasing to act;
(c) invalidate any provision in force on 31 August 1984 so long as any person who is then entitled to the benefit of the provision, or who is afterwards given the benefit of the provision under subsection (3), remains a trustee of the trust deed; or
(d) deprive any person of any exemption or right to be indemnified in respect of anything done, or omitted to be done, by the person while any provision mentioned in paragraph (c) was in force.
(3) While a trustee of a trust deed remains entitled to the benefit of a provision saved by subsection (2)(c) or (d), the benefit may be given, in accordance with subsection (4), to—
(a) all present and future trustees of the trust deed; or
(b) any named trustees or proposed trustees of the trust deed.
(4) The benefit is to be given by a resolution passed by a majority of at least 75% in value of the debenture holders present in person or, if proxies are permitted, by proxy at a meeting summoned for the purpose—
(a) in accordance with the provisions of the trust deed; or
(b) if the trust deed makes no provision for summoning meetings, in a manner approved by the Court.

### Companies Ordinance 《公司條例》

333. Interpretation
(1) In this Part—
charge (押記) includes mortgage;
manager (經理人) excludes a special manager of the estate or business of a company or registered non-Hong Kong company appointed under section 216 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
(2) For the purposes of this Part—
(a) if a ship or aircraft of a registered non-Hong Kong company is registered in Hong Kong, it is to be regarded as property in Hong Kong of the company even though it is physically located outside Hong Kong; and
(b) if a ship or aircraft of a registered non-Hong Kong company is registered in a place outside Hong Kong, it is to be regarded as property outside Hong Kong of the company even though it is physically located in Hong Kong.
(3) In Divisions 2 and 4, a reference to a person interested in a charge excludes the company or registered non-Hong Kong company creating the charge.
(4) For the purposes of Divisions 2 and 3, a copy of an instrument in relation to a charge delivered for registration is a certified copy if it is certified as a true copy—
(a) by—
(i) a director or company secretary of the company or registered non-Hong Kong company delivering the copy for registration; or
(ii) a person authorized by that company or registered non-Hong Kong company for the purpose; or
(b) by—
(i) any other person interested in the charge; or
(ii) in the case of—
(A) an interested person who is a natural person, a person authorized by the interested person for the purpose; or
(B) an interested person that is a body corporate, a person authorized by the interested person for the purpose, or a director or company secretary of the interested person.
(5) In Division 6, a reference to the charged property of a registered non-Hong Kong company is a reference to—
(a) the property in Hong Kong of the company and subject to a charge created by the company, except property that was not in Hong Kong when the charge was created; or
(b) the property in Hong Kong of the company and subject to a charge that subsisted when the property was acquired by the company, except property that was not in Hong Kong when it was so acquired.

### Companies Ordinance 《公司條例》

334. Specified charge
(1) In this Division, a reference to a specified charge is a reference to any of the following charges created on or after the commencement date# of this section—
(a) a charge on uncalled share capital of the company;
(b) a charge created or evidenced by an instrument that, if executed by a natural person, would require registration as a bill of sale;
(c) a charge on land (wherever situate) or any interest in land, except a charge for any rent or other periodical sum issuing out of land;
(d) a charge on book debts of the company;
(e) a charge on calls made but not paid;
(f) a charge on instalments due, but not paid, on the issue price of shares;
(g) a charge on a ship or any share in a ship;
(h) a charge on an aircraft or any share in an aircraft;
(i) a charge on—
(i) goodwill;
(ii) a patent or a licence under a patent;
(iii) a trademark; or
(iv) a copyright or a licence under a copyright;
(j) a floating charge on the company’s undertaking or property.
(2) For the purposes of subsection (1)(c), the holding of debentures entitling the holder to a charge on land is not to be regarded as an interest in the land.
(3) For the purposes of subsection (1)(d)—
(a) the deposit by way of security of a negotiable instrument given to secure the payment of book debts is not to be regarded as a charge on those book debts; and
(b) if a company maintains a deposit of money with another person (whether the money is deposited by the company or by any other person for the company’s benefit), a charge on the company’s right to repayment of the money is not to be regarded as a charge on book debts of the company.
(4) For the purposes of subsection (1)(d) and (j), if a company charters a ship from a shipowner, the shipowner’s lien on the subfreights for amounts due under the charter is not to be regarded as a charge on book debts of the company or as a floating charge on the company’s undertaking or property.
Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

344. Certificate of registration
(1) This section applies if a statement of the particulars of a charge, and the requisite accompanying instrument, are delivered by a company or registered non-Hong Kong company, or by a person interested in the charge, to the Registrar for registration under Division 2 or 3.
(2) After registering the statement and the requisite accompanying instrument, the Registrar must issue a certificate to the company or registered non-Hong Kong company, or to the interested person, certifying registration of the charge under Division 2 or 3.
(3) A certificate of registration must be signed by the Registrar.
(4) A certificate of registration is conclusive evidence that the requirements of this Part as to registration have been satisfied.