### Companies Ordinance 《公司條例》

156. Order of Court for delivery of share certificate
(1) If a company contravenes section 155 in relation to a transfer of shares, a person entitled to the certificates for the shares may serve a notice on the company requiring it to deliver the 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 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 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.

157. Compensation regarding forged share transfers
(1) A company may—
(a) pay compensation to a person for loss arising from a transfer of shares in the company under a forged transfer or a transfer under a forged power of attorney;
(b) provide, by insurance, reservation of capital or accumulation of income, a fund to meet claims for compensation;
(c) borrow on the security of its property for the purpose of paying compensation; and
(d) impose any reasonable restrictions on the transfer of its shares or with respect to powers of attorney for the transfer of its shares that the company considers necessary to guard against losses arising from forgery.
(2) A company that pays compensation to a person under this section has the same rights and remedies against the person liable for the loss as the person compensated would have had.
(3) If the shares in a company have, by amalgamation or otherwise, become shares in another company, the other company has the same powers under this section as the first company would have had if it had continued.

### Companies Ordinance 《公司條例》

158. Registration or refusal of registration
(1) This section applies if the right to shares is transmitted to a person by operation of law and the person notifies the company in writing that the person wishes to be registered as a member of the company in respect of the shares.
(2) Within 2 months after receiving the notification, the company must either—
(a) register the person as a member of the company in respect of the shares; or
(b) send the person notice of refusal of registration.
(3) If a company refuses registration, the person may request a statement of the reasons for the refusal.
(4) If a person makes a request under subsection (3), the company must, within 28 days after receiving the request—
(a) send the person a statement of the reasons; or
(b) register the person as a member of the company in respect of the shares.
(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.

159. Order of Court for registration
(1) If a company refuses registration under section 158, the person to whom the right to the shares was transmitted 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 person as a member of the company in respect of the shares, if the Court is satisfied that the application is well-founded.

160. Pre-emption rights in relation to transmission by law
(1) This section applies if a company’s articles give a member or class of members of the company a right of pre-emption or right to purchase shares in the company on the occurrence of an event that constitutes a transmission of the right to the shares by operation of law.
(2) If this section applies, the registration as a member of the company of the person to whom the right to the shares is transmitted is subject to the right of pre-emption or right to purchase shares contained in the articles and that right may be enforced against the person.

161. Evidence of grant of probate etc.
For the purposes of a transfer of shares or transmission of the right to shares, a company must accept as sufficient evidence of the grant of probate of the will or letters of administration of a deceased person the production to the company of a document that is by law sufficient evidence of that grant.

### Companies Ordinance 《公司條例》

162. Interpretation
In this Division—
eligible person (合資格人士), in relation to shares in a listed company, means—
(a) a registered holder of the shares; or
(b) a person who claims to be entitled to have the person’s name entered in the register of members of the company in respect of the shares;

genuine purchaser (真正購買者), in relation to shares, means—
(a) a person (other than a person to whom a new certificate for the shares is issued under this Division) who purchases the shares in good faith for value and without notice of any defect in the title of the seller; or
(b) a person who becomes entitled to the shares at any time after the purchase of them by a person referred to in paragraph (a);

new certificate (新股份證明書) means a share certificate that replaces a share certificate that has been lost;
original certificate (原有股份證明書) means a share certificate that has been lost;
registered holder (登記持有人), in relation to shares in a listed company, means a person whose name is entered in the register of members of the company in respect of the shares;
website (網站), in relation to a company (other than a recognized exchange company), means the website on which the company is required, by the listing rules applicable to the recognized stock market concerned, to publish announcements, notices or other documents.

163. Application for new certificate
(1) If a share certificate for shares in a listed company has been lost, an eligible person may apply to the company for a new certificate.
(2) The application—
(a) must be in the specified form; and
(b) must be accompanied by a statutory declaration by the eligible person stating the following—
(i) that the original certificate has been lost;
(ii) when the original certificate was last in the person’s possession and how the person ceased to have possession of it;
(iii) whether the person has executed any transfer in respect of the shares, in blank or otherwise;
(iv) that no other person is entitled to have their name entered in the register of members of the company in respect of the shares; and
(v) any other matters that are necessary to verify the grounds on which the application is made.