【法规名称】
【法规编号】 42061 什么是编号？
【正 文】
第2页 CAP 1022 HONG KONG AND CHINA GAS COMPANY (TRANSFER OF INCORPORATION) ORDINANCE
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[接上页] (2) With effect on and from the transfer date- (a) the company shall be deemed to be a company duly incorporated under the Companies Ordinance (Cap 32) which shall, subject to this Ordinance, extend and apply to the company as such a company, and persons and matters associated therewith, and the company shall be capable forthwith of exercising all the functions of a company incorporated under the Companies Ordinance (Cap 32) and having perpetual succession and a common seal but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in the Companies Ordinance (Cap 32); and (b) Part XI of the Companies Ordinance (Cap 32) shall cease to apply to the company and the Registrar shall retain such of the documents relating to the company and registered pursuant to that Part and Part XII of the Companies Ordinance (Cap 32) as he thinks fit.(3) Nothing in this Ordinance shall operate- (a) to create a new legal entity; (b) to prejudice or affect the continuity of the company; (c) to affect the property of the company; (d) to render defective any legal or other proceedings instituted or to be instituted by or against the company or any other person; or (e) except to the extent provided by this Ordinance, to affect any rights, powers, authorities, duties, functions, liabilities or obligations of the company or any other person.(4) A certificate of incorporation issued by the Registrar pursuant to subsection (1) shall be conclusive evidence that all requirements of this Ordinance in respect of registration and of matters precedent and incidental thereto have been complied with and that the company is, on and from the date specified in the certificate, duly registered under the Companies Ordinance (Cap 32) and this Ordinance. Cap 1022 s 5 Application of Companies Ordinance to the company (1) Sections 22(2), 43(1) and 112 of the Companies Ordinance (Cap 32) shall not apply to the company. (2) For the avoidance of doubt and notwithstanding anything in the Companies Ordinance (Cap 32) or in the memorandum and articles of the company- (a) the first profit and loss account and balance sheet that the company shall be required by section 122 of the Companies Ordinance (Cap 32) to lay before the company in general meeting shall be a profit and loss account for, and a balance sheet as at the last day of, the financial year of the company within which the transfer date falls; (b) the first general meeting that the company shall be required by section III of the Companies Ordinance (Cap 32) to hold shall be held not later than 9 months after the last day of the financial year referred to in paragraph (a) above; and (c) the first returns that the company shall be required by sections 107 and 109 of the Companies Ordinance (Cap 32) to make shall be made as at the date of the general meeting of the company referred to in paragraph (b) above (or, if earlier, the date of the first general meeting of the company held after the transfer date) and forwarded to the Registrar within 28 days after the date of such meeting.(3) Section 80(1) of the Companies Ordinance (Cap 32) shall take effect in relation to the company as if the reference therein to "the fixed date" were a reference to the transfer date. (4) If the name of the company is changed pursuant to the requirements of the Companies Act 1980 (1980 c. 22 U.K.) of the United Kingdom before the transfer date, then until- (a) the transfer date, or (b) the first anniversary of the date of the change of name,whichever is the earlier, any provision of the Companies Ordinance (Cap 32) or any other Ordinance requiring or authorizing the name of the company to be shown on any document or other object or at any place where the company carries on business shall apply as if any reference in that provision to the name of the company were a reference to a name which either is its name or was its name before such change of name. Cap 1022 s 6 Share capital and memorandum With effect on and from the transfer date- (a) the currency of the share capital of the company shall be converted from pounds sterling to dollars; (b) each issued and unissued share of 33 1/3 pence in the capital of the company shall be converted into a share of $5; (c) each issued share of the company shall be deemed to have been fully paid by capitalizing such part of the amount standing to the credit of the share premium account of the company as equals the difference between the aggregate nominal value of all the issued shares of the company and the amount treated by the company for accounting purposes as having been paid up on such shares immediately before the transfer date; (d) each certificate then in issue representing shares of 33 1/3 pence in the capital of the company shall be deemed to represent an equal number of shares of $5 in the capital of the company; and (e) the memorandum of the company shall be in the form set out in the Schedule. |
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