### Companies Ordinance 《公司條例》

316. Return of allotment
(1) Within one month after an allotment of debentures or debenture stock, a company must deliver to the Registrar for registration a return of the allotment that complies with subsection (2).
(2) A return—
(a) must be in the specified form; and
(b) must state—
(i) the amount of debentures or debenture stock allotted;
(ii) the name and address of each allottee;
(iii) the date of allotment of debentures or debenture stock; and
(iv) the date of redemption of debentures or debenture stock.
(2A) Subsection (2)(b)(ii) does not apply if the debentures or debenture stock are transferable by delivery. (Added 35 of 2018 s. 28)
(3) If a company contravenes subsection (1), 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.
(4) If a company fails to deliver a return that complies with subsection (2) within one month after an allotment of debentures or debenture stock, the Court may, on application by the company or a responsible person of the company, extend the period for delivery of the return by a period determined by the Court.
(5) The Court may extend a period under subsection (4) only if it is satisfied—
(a) that failure to deliver the return was accidental or due to inadvertence; or
(b) that it is just and equitable to extend the period.
(6) If the Court extends the period for delivery of a return, any liability already incurred by the company or a responsible person of the company for an offence under subsection (3) is extinguished and subsection (1) has effect as if the reference to one month were a reference to the extended period.

317. Registration of allotment
(1) A company must register an allotment of debentures or debenture stock as soon as practicable and in any event within 2 months after the date of the allotment, by entering in its register of debenture holders the information mentioned in section 308(2).
(2) If a company fails to register an allotment of debentures or debenture stock within 2 months after the date of the allotment, 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.

### Companies Ordinance 《公司條例》

318. Issue of debenture or certificate for debenture stock on allotment
(1) Within 2 months after an allotment of debentures or debenture stock, a company must—
(a) in the case of an allotment of debentures, complete the debentures and have them ready for delivery; or
(b) in the case of an allotment of debenture stock, complete the certificates for the debenture stock and have them ready for delivery.
(2) Subsection (1) does not apply if the conditions of allotment of the debentures or debenture stock provide otherwise.
(3) If a company contravenes subsection (1), 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.

319. Court order for delivery of debenture or certificate for debenture stock
(1) If a company contravenes section 318 in relation to an allotment of debentures or debenture stock, a person entitled to the debentures or certificates for the debenture stock may serve a notice on the company requiring it to deliver the debentures or certificates to the person within 10 days.
(2) If a company on which a notice has been served under subsection (1) does not deliver the debentures or certificates within 10 days after service of the notice, the person may apply to the Court for an order under subsection (3).
(3) On an application under subsection (2), the Court may make an order directing the company and any officer of the company to deliver the debentures or certificates to the person within the period specified in the order.
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention.

320. Requirement for instrument of transfer
(1) A company must not register a transfer of debentures or debenture stock of 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 debenture holder a person to whom the right to debentures or debenture stock has been transmitted by operation of law.

### Companies Ordinance 《公司條例》

321. Registration of transfer or refusal of registration
(1) The transferee or transferor of debentures or debenture stock of 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 contravenes subsection (2), 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.

322. Certification of transfer
(1) The certification by a company of an instrument of transfer of any debentures or debenture stock of 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 debentures or debenture stock in the transferor named in the instrument; and
(b) is not a representation that the transferor has any title to the debentures or debenture stock.
(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 mentioned 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.