### Companies Ordinance 《公司條例》

323. Issue of debenture or certificate for debenture stock on transfer
(1) Within the period specified in subsection (2), a company must—
(a) in the case of a transfer of debentures, complete the debentures and have them ready for delivery; or
(b) in the case of a transfer of debenture stock, complete the certificates for the debenture stock and have them 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 debentures or debenture stock 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 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.
(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.

324. Court order for delivery of debenture or certificate for debenture stock
(1) If a company contravenes section 323 in relation to a transfer 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.

### Companies Ordinance 《公司條例》

325. Evidence of grant of probate etc.
For the purposes of a transfer of debentures or transmission of the right to debentures, 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.

326. Form of register of holders of debentures kept under instrument made by company
(1) This section applies to a register of holders of debentures that is required to be kept under an instrument made by a company.
(2) If a provision of the instrument requires the register to be kept in a legible form, the provision is to be construed as requiring the register to be kept either—
(a) in a legible form; or
(b) in a non-legible form capable of being reproduced in a legible form.

327. Perpetual debentures
(1) Despite any rule of equity to the contrary, a condition contained in any debentures, or in a deed securing the issue of any debentures, is not invalid only because the debentures are, by the condition, made—
(a) irredeemable;
(b) redeemable only on the happening of a contingency (however remote); or
(c) redeemable only on the expiration of a period of time (however long).
(2) Subsection (1) applies to debentures whenever issued and to deeds whenever executed.

### Companies Ordinance 《公司條例》

328. Power to reissue redeemed debentures
(1) This section applies if a company has, whether before, on or after the commencement date# of this section, redeemed any debentures previously issued.
(2) A company has, and is to be regarded as always having had, the power to reissue redeemed debentures, either by reissuing the same debentures or by issuing new debentures in their place, unless—
(a) a provision to the contrary (express or implied) is contained in the company’s articles or any contract made by the company; or
(b) the company has, by passing a resolution to that effect or by any other act, manifested its intention that the debentures are to be cancelled.
(3) On a reissue of any redeemed debentures, a person entitled to the debentures has, and is to be regarded as always having had, the same priorities as if the debentures had never been redeemed.
(4) A reissue of redeemed debentures, whether before, on or after the commencement date# of this section—
(a) is to be regarded as an issue of new debentures for the purposes of stamp duty; and
(b) is not to be regarded as an issue of new debentures for the purposes of any provision limiting the amount or number of debentures to be issued.
(5) A person lending money on the security of any debentures reissued under this section that appear to be stamped may give the debentures in evidence in any proceedings for enforcing the person’s security.
(6) If a person gives the debentures in evidence in any proceedings for enforcing the person’s security under subsection (5), the stamp duty and penalty payable under the Stamp Duty Ordinance (Cap. 117) in respect of the reissue of the debentures are to be paid by the company.
(7) Subsections (5) and (6) do not apply if the person had notice or, but for the person’s negligence, might have discovered that the debentures were not stamped.
(8) If any debentures redeemed before 1 July 1933 are reissued on or after that date, the reissue does not prejudice, and is to be regarded as never having prejudiced, any right or priority that a person would have had under or by virtue of any mortgage or charge created before that date.
Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

329. Deposit of debentures to secure advances
If a company has, whether before, on or after the commencement date# of this section, deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures are not to be regarded as having been redeemed only because the account of the company has ceased to be in debit while the debentures remained so deposited.
Editorial Note:
# Commencement date: 3 March 2014.

330. Specific performance of contracts to subscribe for debentures
A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance.

331. Court may order meeting of debenture holders
(1) This section applies to any person who holds—
(a) any debentures that form part of a series issued by a company and rank equally with the other debentures of that series; or
(b) any debenture stock of a company.
(2) If a person to whom this section applies, either alone or jointly with any other such person, holds at least the specified percentage of the value of the company’s debentures, the person may apply to the Court for a meeting of the company’s debenture holders to be held to give directions to the trustee for the debenture holders.
(3) Subsection (2) may be excluded by the debentures, or the trust deeds or other documents securing the issue of the debentures.
(4) In this section—
specified percentage (指明百分比) means—
(a) 10%; or
(b) the higher percentage that may be provided for in the debentures, or the trust deeds or other documents securing the issue of the debentures.