Bills Committee on
Companies (Amendment) Bill 2002

Twenty-third meeting on
Monday, 9 June 2003, at 10:45 am
in Conference Room B of the Legislative Council Building

Agenda

  1. Meeting with the Administration

  2. (10:45 am - 12:45 pm)

    LC Paper No. CB(1) 1875/02-03(02)
    (issued on 6 June 2003)

    -Administration's responses to the lists of follow-up actions arising from the discussion on 30 May and 3 June 2003

    LC Paper No. CB(1) 1875/02-03(03)
    (English version issued on 5 June 2003)(Chinese version to be tabled)

    -Consolidated draft Committee Stage amendments provided by the Administration

    LC Paper No. CB(1) 1898/02-03(01)
    (issued on 6 June 2003)

    -Submission from the Hong Kong Society of Accountants dated on 5 June 2003 (English version only)

    LC Paper No. CB(1) 1899/02-03(01)
    (to be tabled)

    -List of follow-up actions arising from the discussion on 6 June 2003

    (A list of other relevant papers previously issued is in the Appendix)

Council Business Division 1
Legislative Council Secretariat
6 June 2003

Appendix

Other relevant papers previously issued


Background information on the Bill

CB(3) 342/01-02

-The Bill

Ref: C2/1/55(2001)Pt9
(issued by the Financial Services Bureau on 17 January 2002)

-The Legislative Council Brief

LC Paper No. LS50/01-02
(issued on 28 January 2002)

-Legal Service Division Report

LC Paper No. CB(1) 2346/01-02(01)
(issued on 25 July 2002)

-Marked-up copy of the Bill prepared by Legal Service Division

Papers provided by the Administration

LC Paper No. CB(1) 2395/01-02(issued on 2 August 2002)

-The Report of the Standing Committee on Company Law Reform on the Recommendations of a Consultancy Report of the Review of the Hong Kong Companies Ordinance (English version only)

LC Paper No. CB(1) 42/02-03(06)
(issued for the meeting on 15 October 2002)

-Administration's response to the list of follow-up actions arising from the discussion on 4 October 2002

LC Paper No. CB(1) 42/02-03(08)
(issued for the meeting on 15 October 2002)

-Consultation document on corporate governance published in July 2001

LC Paper No. CB(1) 64/02-03(01)
(issued for the meeting on 15 October 2002)

-Recommendations arising from Review of Companies Ordinance and Corporate Governance Review

LC Paper No. CB(1) 101/02-03(02)
(issued for the meeting on 22 October 2002)

-Administration's response to the list of follow-up actions arising from the discussion on 15 October 2002

LC Paper No. CB(1) 194/02-03(02)
(issued for the meeting on 6 November 2002)

-Administration's response to the list of follow-up actions arising from the discussion on 22 October 2002

LC Paper No. CB(1) 303/02-03(01)
(issued for the meeting on 18 November 2002)

-Administration's responses to Legal Service Division's letters dated 9 October and 1 November 2002 issued under LC Paper Nos. CB(1) 42/02-03(04) and CB(1) 212/02-03(01) respectively

LC Paper No. CB(1) 303/02-03(04)
(issued for the meeting on 18 November 2002)

-Administration's response to the list of follow-up actions arising from the discussion on 6 November 2002

LC Paper No. CB(1) 395/02-03(01)
(issued for the meeting on 28 November 2002)

-Administration's response to Assistant Legal Adviser's concerns on clauses 58, 59 and 60 regarding "credit transaction" and "quasi loan"

LC Paper No. CB(1) 448/02-03(02)
(issued for the meeting on 6 December 2002)

-Administration's response to the lists of follow-up actions arising from the discussion on 11 and 18 November 2002

LC Paper No. CB(1) 644/02-03(04)
(issued for the meeting on 9 January 2003)

-Administration's response to the lists of follow-up actions arising from the discussion on 28 November and 6 December 2002

LC Paper No. CB(1) 777/02-03(03)
(issued for the meeting on 23 January 2003)

-Administration's response to the list of follow-up actions arising from the discussion on 9 January 2003

LC Paper No. CB(1) 799/02-03(01)
(issued for the meeting on 23 January 2003)

-Administration's response to Legal Service Division's letter dated 3 January 2003 issued under LC Paper No. CB(1) 644/02-03(01)

LC Paper No. CB(1) 934/02-03(02)
(issued for the meeting on 20 February 2003)

-Administration's responses to the lists of follow-up actions arising from the discussion on 9 and 23 January 2003

LC Paper No. CB(1) 934/02-03(03)
(issued for the meeting on 20 February 2003)

-Administration's response to Assistant Legal Adviser 7's letter dated 14 January 2003 issued under LC Paper No. CB(1) 777/02-03(01)

LC Paper No. CB(1) 989/02-03(02)
(issued for the meeting on 27 February 2003)

-Administration's responses to the lists of follow-up actions arising from the discussion on 23 January and 20 February 2003

LC Paper No. CB(1) 1092/02-03(02)
(issued for the meeting on 12 March 2003)

-Administration's responses to the lists of follow-up actions arising from the discussion on 23 January, 20 and 27 February 2003

LC Paper No. CB(1) 1092/02-03(03)
(issued for the meeting on 12 March 2003)

-List of outstanding actions to be taken by the Administration

LC Paper No. CB(1) 1092/02-03(06)
(issued for the meeting on 12 March 2003)

-Administration's letter dated 5 February 2003 to the Probate Committee of the Law Society of Hong Kong and the latter's reply dated 26 February 2003 (English version only)

LC Paper No. CB(1) 1092/02-03(07)
(issued for the meeting on 12 March 2003)

-First batch of draft Committee Stage amendments

LC Paper No. CB(1) 1162/02-03(02)
(issued for the meeting on 20 March 2003)

-Administration's responses to the lists of follow-up actions arising from the discussion on 27 February and 12 March 2003

LC Paper No. CB(1) 1174/02-03(01)
(issued for the meeting on 20 March 2003)

-Second batch of draft Committee Stage amendments

LC Paper No. CB(1) 1350/02-03(02)
(issued for the meeting on 3 April 2003)

-Administration's responses to the lists of follow-up actions arising from the discussion on 12 and 20 March 2003

LC Paper No. CB(1) 1454/02-03(02)
(issued for the meeting on 24 April 2003)

-Administration's response to the list of follow-up actions arising from the discussion on 3 April 2003

LC Paper No. CB(1) 1454/02-03(03)
(issued for the meeting on 24 April 2003)

-Third batch of draft Committee Stage amendments

LC Paper No. CB(1) 1597/02-03(05)
(issued for the meeting on 6 May 2003)

-Administration's response to Assistant Legal Adviser 7's letter dated 23 April 2003 issued under LC Paper No. CB(1) 1597/02-03(04)

LC Paper No. CB(1) 1690/02-03(02)
(issued for the meeting on 20 May 2003)

-Administration's responses to the lists of follow-up actions arising from the discussion on 24 April and 6 May 2003

LC Paper No. CB(1) 1800/02-03(02)
(issued for the meeting on 30 May 2003)

-Administration's response to the list of follow-up actions arising from the discussion on 20 May 2003

LC Paper No. CB(1) 1800/02-03(03)
(issued for the meeting on 30 May 2003)(Chinese version to follow)

-Fourth batch of draft Committee Stage amendments

LC Paper No. CB(1) 1856/02-03(02)
(issued for the meeting on 3 June 2003)

-Administration's response to outstanding follow-up action arising from the discussion on 20 May 2003

Papers provided by the Legal Service Division

LC Paper No. CB(1) 42/02-03(04)
(issued for the meeting on 15 October 2002)

-Assistant Legal Adviser 7's letter dated 9 October 2002 to the Administration (English version only)

LC Paper No. LS8/02-03
(issued for the meeting on 22 October 2002)

-A note prepared by the Legal Service Division regarding Mr David WEBB's comments on the Legal Service Division Report circulated under LC Paper No. LS50/01-02

LC Paper No. CB(1) 212/02-03(01)
(issued for the meeting on 6 November 2002)

-Legal Service Division's letters dated 1 November 2002 to the Administration

LC Paper No. CB(1) 303/02-03(02)
(issued for the meeting on 18 November 2002)

-Legal Service Division's letter dated 14 November 2002 to the Administration

LC Paper No. CB(1) 644/02-03(01)
(issued for the meeting on 9 January 2003)

-Assistant Legal Adviser 7's letter dated 3 January 2003 to the Administration

LC Paper No. CB(1) 644/02-03(02)
(issued for the meeting on 9 January 2003)

-Assistant Legal Adviser 7's comments on the Annex to the Administration's paper on governance of shadow directors issued under LC Paper No. CB(1) 448/02-03(02)

LC Paper No. CB(1) 777/02-03(01)
(issued for the meeting on 23 January 2003)

-Assistant Legal Adviser 7's letter dated 14 January 2003 to the Administration

LC Paper No. CB(1) 1350/02-03(03)
(issued for the meeting on 3 April 2003)

-Assistant Legal Adviser 7's letters dated 19 and 21 March 2003 to the Administration

LC Paper No. CB(1) 1350/02-03(05)
(issued for the meeting on 3 April 2003)

-Marked-up copy of the Bill incorporating the draft Committee Stage amendments received so far

LC Paper No. CB(1) 1509/02-03 (issued for the meeting on 24 April 2003)

-Marked-up copy of the Bill (as at 23 April 2003)

LC Paper No. CB(1) 1597/02-03(04)
(issued for the meeting on 6 May 2003)

-Assistant Legal Adviser 7's letter dated 23 April 2003 to the Administration

LC Paper No. CB(1) 1597/02-03(06)
(issued for the meeting on 6 May 2003)

-Assistant Legal Adviser 7's letter dated 2 May 2003 to the Administration

LC Paper No. CB(1) 1815/02-03(01)
(issued for the meeting on 30 May 2003)(Chinese version to follow)

-Marked-up copy of the Bill (as at 27 May 2003)

Papers provided by Legislative Council Secretariat

LC Paper No. CB(1) 2340/01-02(03)
(issued on 23 July 2002)

-Background brief on Companies (Amendment) Bill 2002

LC Paper No. CB(1) 2622/01-02(06)
(issued for the meeting on 4 October 2002)

-Summary of deputations' concerns (as at 2 October 2002)

LC Paper No. CB(1) 42/02-03(05)
(issued for the meeting on 15 October 2002)

-List of follow-up actions arising from the discussion on 4 October 2002

LC Paper No. CB(1) 101/02-03(01)
(issued for the meeting on 22 October 2002)

-List of follow-up actions arising from the discussion on 15 October 2002

LC Paper No. CB(1) 101/02-03(03)
(issued for the meeting on 22 October 2002)

-Summary of deputations' concerns (as at 21 October 2002)

LC Paper No. CB(1) 194/02-03(01)
(issued for the meeting on 6 November 2002)

-List of follow-up actions arising from the discussion on 22 October 2002

LC Paper No. CB(1) 251/02-03(01)
(issued for the meeting on 11 November 2002)

-List of follow-up actions arising from the discussion on 6 November 2002

LC Paper No. CB(1) 303/02-03(03)
(issued for the meeting on 18 November 2002)

-List of follow-up actions arising from the discussion on 11 November 2002

LC Paper No. CB(1) 383/02-03(01)
(issue for the meeting on 28 November 2002)

-List of follow-up actions arising from the discussion on 18 November 2002

LC Paper No. CB(1) 448/02-03(01)
(issued for the meeting on 6 December 2002)

-List of follow-up actions arising from the discussion on 28 November 2002

LC Paper No. CB(1) 644/02-03(03)
(issued for the meeting on 9 January 2003)

-List of follow-up actions arising from the discussion on 6 December 2002

LC Paper No. CB(1) 777/02-03(02)
(issued for the meeting on 23 January 2003)

-List of follow-up actions arising from the discussion on 9 January 2003

LC Paper No. CB(1) 934/02-03(01)
(issued for the meeting on 20 February 2003)

-List of follow-up actions arising from the discussion on 23 January 2003

LC Paper No. CB(1) 989/02-03(01)
(issued for the meeting on 27 February 2003)

-List of follow-up actions arising from the discussion on 20 February 2003

LC Paper No. CB(1) 1092/02-03(01)
(issued for the meeting on 12 March 2003)

-List of follow-up actions arising from the discussion on 27 February 2003

LC Paper No. CB(1) 1092/02-03(04)
(issued for the meeting on 12 March 2003)

-Letter dated 4 March 2003 from Clerk to Bills Committee to Hong Kong Association of Banks, Hong Kong Bar Association, Hong Kong Mortgage Corporation Limited, Law Society of Hong Kong and Real Estate Developers Association of Hong Kong on the interpretation of proposed sections 157I(2) and 157I(3)(b) of the Bill (English version only)

LC Paper No. CB(1) 1162/02-03(01)
(issued for the meeting on 20 March 2003)

-List of follow-up actions arising from the discussion on 12 March 2003

LC Paper No. CB(1) 1350/02-03(01)
(issued for the meeting on 3 April 2003)

-List of follow-up actions arising from the discussion on 20 March 2003

LC Paper No. CB(1) 1350/02-03(04)
(issued for the meeting on 3 April 2003)

-Updated summary of concerns (as at 31 March 2003)

LC Paper No. CB(1) 1454/02-03(01)
(issued for the meeting on 24 April 2003)

-List of follow-up actions arising from the discussion on 3 April 2003

LC Paper No. CB(1) 1597/02-03(01)
(issued for the meeting on 6 May 2003)

-List of follow-up actions arising from the discussion on 24 April 2003

LC Paper No. CB(1) 1690/02-03(01)
(issued for the meeting on 20 May 2003)

-List of follow-up actions arising from the discussion on 6 May 2003

LC Paper No. CB(1) 1800/02-03(01)
(issued for the meeting on 30 May 2003)

-List of follow-up actions arising from the discussion on 20 May 2003

LC Paper No. CB(1) 1856/02-03(01)
(issued for the meeting on 3 June 2003)

-List of follow-up actions arising from the discussion on 30 May 2003

LC Paper No. CB(1) 1875/02-03(01)
(issued for the meeting on 6 June 2003)

-List of follow-up actions arising from the discussion on 3 June 2003

Submissions received

LC Paper No. CB(1) 2340/01-02(02)
(issued on 23 July 2002)

-Submission from the Law Society of Hong Kong (English version only)

LC Paper No. CB(1) 2547/01-02(01)
(issued on 18 September 2002)

-Submission from the Hong Kong Association of Banks (English version only)

LC Paper No. CB(1) 2547/01-02(02)
(issued on 18 September 2002)

-Submission from the Faculty of Business, City University of Hong Kong enclosing with it the "Guidelines for Good Corporate Governance Practice" formulated by the Pacific Economic Cooperation Council (English version only)

LC Paper No. CB(1) 2592/01-02
(issued on 25 September 2002)

-Submission from the Hong Kong General Chamber of Commerce (English version only)

LC Paper No. CB(1) 2604/01-02
(issued on 27 September 2002)

-Submission from Mr David WEBB (English version only)

LC Paper No. CB(1) 2610/01-02(01)
(issued on 30 September 2002)

-Submission from the Chinese General Chamber of Commerce (Chinese version only)

LC Paper No. CB(1) 2610/01-02(02)
(issued on 30 September 2002)

-Submission from Mr Clement SHUM, Department of Accounting and Finance, Lingnan University (English version only)

LC Paper No. CB(1) 2622/01-02(01)
(issued for the meeting on 4 October 2002)

-Submission from the Stephenson Harwood & Lo (English version only)

LC Paper No. CB(1) 2622/01-02(02)
(issued for the meeting on 4 October 2002)

-Submission from the Baker & McKenzie (English version only)

LC Paper No. CB(1) 2622/01-02(03)
(issued for the meeting on 4 October 2002)

-Submission from the Consumer Council

LC Paper No. CB(1) 2622/01-02(04)
(issued for the meeting on 4 October 2002)

-Submission from the Hong Kong Institute of Company Secretaries (English version only)

LC Paper No. CB(1) 2622/01-02(05)
(issued for the meeting on 4 October 2002)

-Submission from the Securities and Futures Commission (English version only)

LC Paper No. CB(1) 2645/01-02
(issued for the meeting on 4 October 2002)

-Submission from the Federation of Hong Kong Industries (English version only)

LC Paper No. CB(1) 2658/01-02
(issued on 8 October 2002)

-Submission from the Society of Chinese Accountants & Auditors (English version only)

LC Paper No. CB(1) 42/02-03(01)
(issued for the meeting on 15 October 2002)

-Submission from the W H LAM & Company (English version only)

LC Paper No. CB(1) 42/02-03(02)
(issued for the meeting on 15 October 2002)

-Submission from Ms YUNG Wing-sheung, Islands District Council member (English version only)

LC Paper No. CB(1) 42/02-03(03)
(issued for the meeting on 15 October 2002)

-Submission from the Hong Kong Society of Accountants (English version only)

LC Paper No. CB(1) 64/02-03(02)
(issued for the meeting on 15 October 2002)

-Submission from Mr Peter TASHJIAN, Managing Director of Institute of Professional Development (English version only)

LC Paper No. CB(1) 94/02-03
(issued on 21 October 2002)

-Submission from Mr Winston POON, SC (English version only)

LC Paper No. CB(1) 135/02-03
(issued on 24 October 2002)

-Submission from the Hong Kong Bar Association (English version only)

LC Paper No. CB(1) 219/02-03(01)
(issued on 5 November 2002)

-Submission from Democratic Alliance for Betterment of Hong Kong (Chinese version only)

LC Paper No. CB(1) 439/02-03
(issued on 4 December 2002)

-Further submission from Mr Winston POON, SC (English version only)

LC Paper No. CB(1) 989/02-03(03)
(issued for the meeting on 27 February 2003)

-Comments from the Hong Kong Association of Banks on the Administration's response circulated under LC Paper No. CB(1) 777/02-03(04)
(English version only)

LC Paper No. CB(1) 1092/02-03(05)
(issued for the meeting on 12 March 2003)

-Reply dated 6 March 2003 to LC Paper No. CB(1) 1092/02-03(04) from the Real Estate Developers Association of Hong Kong (English version only)

LC Paper No. CB(1) 1110/02-03(01)
(issued for the meeting on 12 March 2003

-Reply from Hong Kong Association of Banks dated 11 March 2003 to LC Paper No. CB(1) 1092/02-03(04) on the interpretation of proposed sections 157I(2) and 157I(3)(b) of the Bill (English version only)

LC Paper No. CB(1) 1110/02-03(02)
(issued for the meeting on 12 March 2003)

-Reply from Hong Kong Mortgage Corporation Limited dated 11 March 2003 to LC Paper No. CB(1) 1092/02-03(04) on the interpretation of proposed sections 157I(2) and 157I(3)(b) of the Bill (English version only)

LC Paper No. CB(1) 1162/02-03(03)
(issued for the meeting on 20 March 2003)

-Reply from the Law Society of Hong Kong dated 12 March 2003 to LC Paper No. CB(1) 1092/02-03(04) on the interpretation of proposed sections 157I(2) and 157I(3)(b) of the Bill (English version only)

LC Paper No. CB(1) 1436/02-03
(issued on 14 April 2003)

-Further submission from the Real Estate Developers Association of Hong Kong in response to the Administration's paper (LC Paper No. CB(1) 1350/02-03(02)) regarding sections 157H, 157I(2) and (3)b of the captioned Bill (English version only)

LC Paper No. CB(1) 1526/02-03(01)
(issued for the meeting on 24 April 2003)

-Letter dated 28 March 2003 from the Hong Kong Society of Accountants (English version only)

LC Paper No. CB(1) 1597/02-03(02)
(issued for the meeting on 6 May 2003)

-Response of the Hong Kong General Chamber of Commerce to the Administration's reply to its previous submission (English version only)

LC Paper No. CB(1) 1597/02-03(07)
(issued for the meeting on 6 May 2003)

-Response of the Hong Kong Bar Association to LC Paper No. CB(1) 1092/02-03(04) on the interpretation of proposed sections 157I(2) and 157I(3)(b) of the Bill (English version only)

LC Paper No. CB(1) 1690/02-03(03)
(issued for the meeting on 20 May 2003)

-Further submission from the Democratic Alliance For Betterment of Hong Kong (Chinese version only)

LC Paper No. CB(1) 1738/02-03(01)
(issued for the meeting on 20 May 2003)

-Reply from the Estate Agents Authority on the interpretation of proposed section 157H (English version only)

LC Paper No. CB(1) 1800/02-03(04)
(issued for the meeting on 30 May 2003)

-Submission from the Law Society of Hong Kong dated 19 May 2003 (English version only)

LC Paper No. CB(1) 1800/02-03(05)
(issued for the meeting on 30 May 2003)

-Submission from the Law Society of Hong Kong dated 27 May 2003 (English version only)

LC Paper No. CB(1) 1800/02-03(06)
(issued for the meeting on 30 May 2003)

-Submission from the Real Estate Developers Association of Hong Kong dated 28 May 2003 (English version only)

LC Paper No. CB(1) 1845/02-03(01)
(issued for the meeting on 30 May 2003)

-Submission from the Hong Kong Society of Accountants dated 29 May 2003 regarding section 161C (English version only)

LC Paper No. CB(1) 1845/02-03(02)
(issued for the meeting on 30 May 2003)

-Submission from the Hong Kong Bar Association dated 30 May 2003 regarding section 157H (English version only)

Administration's response to submissions

LC Paper No. CB(1) 2622/01-02(07)
(issued for the meeting on 4 October 2002)

-Administration's response to submission from the Law Society of Hong Kong and the Hong Kong Association of Banks (LC Paper Nos. CB(1) 2340/01-02(02) and CB(1) 2547/01-02(01))

LC Paper No. CB(1) 42/02-03(07)
(issued for the meeting on 15 October 2002)

-Administration's response to summary of deputations' concerns (as at 10 October 2002)

LC Paper No. CB(1) 101/02-03(04)
(issued for the meeting on 22 October 2002)

-Administration's response to summary of deputations' concerns (as at 21 October 2002)

LC Paper No. CB(1) 194/02-03(03)
(issued for the meeting on 6 November 2002)

-Administration's response to summary of deputations' concerns (as at 24 October 2002)

LC Paper No. CB(1) 251/02-03(02)
(issued for the meeting on 11 November 2002)

-Administration's response to summary of deputations' concerns (as at 6 November 2002)

LC Paper No. CB(1) 777/02-03(04)
(issued for the meeting on 23 January 2003)

-Administration's response to comments from members and/or deputations on certain provisions in the Bill

LC Paper No. CB(1) 1597/02-03(03)
(issued for the meeting on 6 May 2003)

-Department of Justice's reply to the further submission from Real Estate Developers Association of Hong Kong dated 11 April 2003 on section 157I of the Bill (LC Paper No. CB(1) 1436/02-03)


Council Business Division 1
Legislative Council Secretariat
6 June 2003