### Companies Ordinance 《公司條例》

164. Publication requirements
(1) A listed company that intends to issue a new certificate on an application under section 163 must publish a notice in the specified form in accordance with this section.
(2) The notice must be published—
(a) on the company’s website; and
(b) in the Gazette if—
(i) the eligible person making the application is not the registered holder of the shares or does not have the registered holder’s consent to make the application; or
(ii) the latest value of the shares exceeds $200,000.
(3) The notice must be published in the Gazette under subsection (2)(b) within one month after it is first published on the company’s website under subsection (2)(a).
(4) Before publishing a notice under this section, the company must—
(a) deliver a copy of the notice to the recognized exchange company that operates the stock market on which the shares concerned are listed; and
(b) obtain a certificate from an authorized officer of that exchange company that the copy is being exhibited in accordance with subsection (5).
(5) A recognized exchange company must exhibit a copy of a notice received under subsection (4)(a) in a conspicuous place on the premises on which the stock market operates or make the notice available on its official website for a period of at least—
(a) one month, for a notice that is not required to be published under subsection (2)(b); or
(b) 3 months, for a notice that is required to be published under subsection (2)(b).
(6) For the purposes of subsection (5), a failure to make a copy of a notice available on an exchange company’s official website throughout a period mentioned in that subsection is to be disregarded if—
(a) the notice is made available on the website for part of that period; and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected that exchange company to prevent or avoid.
(7) If the application was made by an eligible person who is not the registered holder of the shares and does not have the registered holder’s consent to make the application, the listed company—
(a) must serve a copy of the notice under this section on the registered holder by sending it by registered post to the registered holder’s last address appearing in the register of members of the company; and
(b) must not publish the notice under this section until at least 3 months after the day on which the copy was served.
(8) In this section—
latest value (最新價值) of shares means the value of the shares calculated at the last recorded price paid for shares of the same class in the company at the recognized stock market prior to the making of the application for the new certificate.

### Companies Ordinance 《公司條例》

165. Issue of new certificate
(1) A listed company may issue a new certificate on an application under section 163 if—
(a) the company has published a notice under section 164 and—
(i) if the notice is published under section 164(2)(a), the notice has been made available on the company’s website throughout a period of at least one month; or
(ii) if the notice is published under section 164(2)(b), the notice has been made available on the company’s website throughout a period of at least 3 months and published in the Gazette in accordance with section 164(3);
(b) the company has not received notice of any other claim in respect of the shares; and
(c) in the case of an application by an eligible person who is not the registered holder of the shares—
(i) an instrument of transfer in respect of the shares has been delivered to the company under section 150; or
(ii) if the application was made without the registered holder’s consent, the company has caused an instrument of transfer to be executed on behalf of the registered holder by a person appointed by the company and executed by the applicant on the applicant’s own behalf.
(2) An instrument of transfer referred to in subsection (1)(c)(ii) is to be regarded as an instrument of transfer duly delivered to the company under section 150.
(3) A listed company that issues a new certificate must without delay—
(a) cancel the original certificate; and
(b) record the issue of the new certificate and cancellation of the original certificate in the register of its members.
(4) For the purposes of subsection (1)(a), a failure to make a notice available on a company’s website throughout a period mentioned in that subsection is to be disregarded if—
(a) the notice is made available on the website for part of that period; and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.

### Companies Ordinance 《公司條例》

166. Public notice of issue of new certificate
(1) A listed company that issues a new certificate must—
(a) publish a notice in the specified form in accordance with this section; and
(b) deliver a copy of the notice to the recognized exchange company that operates the stock market on which the shares concerned are listed within 14 days after the date of issue.
(2) The notice must be published by making it available on the listed company’s website throughout a period of at least 7 days beginning on a date falling within 14 days after the date of issue.
(3) If the listed company was required by section 164(2)(b) to publish a notice in the Gazette of its intention to issue the new certificate, the notice under this section must also be published in the Gazette within 14 days after the date of issue.
(4) For the purposes of subsection (2), a failure to make a notice available on a listed company’s website throughout a period mentioned in that subsection is to be disregarded if—
(a) the notice is made available on the website for part of that period; and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.
(5) If a listed 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 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

167. Orders of Court for rectification of the register
(1) Subject to this section, if a listed company issues a new certificate in respect of shares, nothing in this Division affects the power of the Court to make an order under section 633 in favour of a person claiming to be entitled to the shares as against—
(a) the person to whom the new certificate is issued; or
(b) a person whose name is subsequently entered in the register of members of the company in respect of the shares.
(2) The Court must not make an order under section 633 as against a person referred to in subsection (1)(b) if that person is a genuine purchaser of the shares.
(3) If the Court makes an order under section 633 as against the person to whom the new certificate is issued or a person whose name is subsequently entered in the register of members of the company in respect of the shares—
(a) the Court must not order the payment of damages by the company; and
(b) the company is not otherwise liable for any damage caused by the issue of the new certificate or cancellation of the original certificate in accordance with this Division.

Note—Section 633 gives the Court power to make an order for rectification of the register of members of a company.