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The Government today (August 30) released the consultation conclusions of the first phase consultation on the Draft Companies Bill.
A total of 164 submissions were received during the three-month consultation ending on March 16 this year.
A spokesman for the Financial Services and the Treasury Bureau said: "We have carefully considered all the comments received. Having consulted the Standing Committee on Company Law Reform, we are prepared to adopt a number of proposals regarding the issues highlighted for consultation.
"We note the divergent views on the abolition or retention of the headcount test used in company privatisation or restructuring plans for approving a scheme of arrangement under section 166 of the Companies Ordinance. On balance, we are inclined to believe that there are merits in retaining the headcount test after considering the importance of protecting the interests of minority shareholders and small creditors.
"Nevertheless, we propose to give the court the discretion to dispense with the test for members’ schemes in special circumstances such as where there is evidence that parties opposing the scheme have unfairly influenced the result of the vote by share splitting."
Another recommendation is to restrict access to directors' residential addresses and the full identification numbers of directors and company secretaries kept at the public register of the Companies Registry.
"We note the rising concerns over the protection of personal privacy and information as reflected in the views of the majority of respondents. We agree that directors' residential addresses and the full identification numbers of directors and company secretaries should not be automatically disclosed on the public register.
"To strike a balance between protecting privacy and access to such information on bona fide grounds, certain organisations/persons, including public authorities, specified regulators, liquidators and provisional liquidators as well as those who have obtained a court order, can have access to the residential addresses and the full identification numbers," the spokesman said.
Other recommendations include subjecting private companies which are subsidiaries of a listed or public company to more stringent regulations similar to public companies for the purposes of the provisions on fair dealings by directors, and retaining the existing right for shareholders to take common law derivative action.
"The second phase consultation on the Draft Companies Bill was completed on August 6. We will revise the Draft Companies Bill incorporating the above proposals and other comments received during both phases of public consultation. We aim to introduce the Companies Bill into the Legislative Council as soon as possible.
"We would like to thank all the companies, business organisations, professional bodies and individuals who have submitted their valuable comments," the spokesman added.
The consultation conclusions and the compendium of the submissions are available on the Financial Services and the Treasury Bureau's website, www.fstb.gov.hk/fsb/co_rewrite , and the Companies Registry's website, www.cr.gov.hk/.
Ends/Monday, August 30, 2010
Issued at HKT 16:56
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