### Companies Ordinance 《公司條例》

311. Power to close register of debenture holders
(1) A company may, on giving notice in accordance with subsection (2), close its register of debenture holders, or any part of it, for any period or periods not exceeding in the whole 30 days in each year.
(2) A notice for the purposes of subsection (1)—
(a) in the case of a company having any of the debentures or debenture stock mentioned in section 308(1) listed on a recognized stock market, must be given—
(i) in accordance with the listing rules applicable to the stock market; or
(ii) by advertisement in a newspaper circulating generally in Hong Kong; and
(b) in the case of any other company, must be given by advertisement in a newspaper circulating generally in Hong Kong.
(3) The period of 30 days mentioned in subsection (1) may be extended in respect of any year by a resolution passed in that year by a majority in value of the debenture holders present in person or, if proxies are permitted, by proxy at a meeting summoned for the purpose or otherwise in accordance with the trust deed or any other document securing the issue of the debentures.
(4) The period of 30 days mentioned in subsection (1) must not be extended for a further period or periods exceeding 30 days in the whole in any year.
(5) A company must, on demand, provide any person seeking to inspect a register or part of a register that is closed under this section with a certificate signed by the company secretary of the company stating the period for which, and by whose authority, it is closed.
(6) If a company contravenes subsection (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

### Companies Ordinance 《公司條例》

312. Branch register of debenture holders
(1) If a company issues in a place outside Hong Kong a series of debentures, or any debenture stock, that are not transferable by delivery, the company may, if it is authorized to do so by its articles, cause to be kept there a branch register of the holders of the debentures or debenture stock who are resident there.
(2) A company that begins to keep a branch register must deliver to the Registrar for registration a notice in the specified form within 15 days after doing so, stating the address where the branch register is kept.
(3) A company that keeps a branch register must deliver to the Registrar for registration a notice in the specified form of any change in the address where the branch register is kept, within 15 days after the change.
(4) If a company contravenes subsection (2) or (3), 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.

313. Keeping of branch register
(1) A branch register must be kept in the same manner in which the company’s register of debenture holders (the principal register) is by this Ordinance required to be kept.
(2) A company that keeps a branch register may close it in the same manner in which the principal register may be closed under section 311 except that the advertisement mentioned in that section must be inserted in a newspaper circulating generally in the place in which the branch register is kept.
(3) A company that keeps a branch register—
(a) must cause a duplicate of it to be kept at the place at which the company’s principal register is kept; and
(b) must, within 15 days after an entry is made in the branch register—
(i) transmit a copy of the entry to its registered office; and
(ii) update the duplicate of the branch register.
(4) A duplicate of a branch register is to be regarded for all the purposes of this Ordinance as part of the principal register.
(5) Subject to the provisions of this Ordinance, a company may by its articles make any provision that it thinks fit respecting the keeping of branch registers.
(6) If a company contravenes subsection (3), 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》

314. Transactions in debentures registered in branch register
(1) The debentures registered in a branch register of a company must be distinguished from those registered in the company’s register of debenture holders.
(2) No transaction with respect to any debentures registered in a branch register may, during the continuance of that registration, be registered in any other register.

315. Discontinuance of branch register
(1) A company may discontinue a branch register.
(2) If a company discontinues a branch register, all the entries in that register must be transferred to—
(a) some other branch register kept in the same place outside Hong Kong by the company; or
(b) the company’s register of debenture holders.
(3) If a company discontinues a branch register, it must, within 15 days after the discontinuance, deliver to the Registrar for registration a notice in the specified form informing the Registrar of—
(a) the discontinuance; and
(b) the register to which the entries have been transferred.
(4) If a company contravenes subsection (3), 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.