Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 48D

Relief in respect of group reconstructions

(1) This section applies where the issuing company-

        (a)	is a wholly-owned subsidiary of another company ("the holding 
company"); and

   (b)  allots shares to the holding company or to another wholly-owned
        subsidiary of the holding company in consideration for the transfer to
        the issuing company of assets other than cash, being assets of any
        company
("the transferor company") which is a member of the group of companies which
comprises the holding company and all its wholly-owned subsidiaries.

(2) Where the shares in the issuing company allotted in consideration for the
transfer are issued at a premium, the issuing company is not required by
section 48B to transfer any amount in excess of the minimum premium value to
the share premium account.

(3) In subsection (2), "the minimum premium value" (最低溢價值) means the
amount (if any) by which the base value of the consideration for the shares
allotted exceeds the aggregate nominal value of those shares.

(4) For the purpose of subsection (3), the base value of the consideration for
the shares allotted is the amount by which the base value of the assets
transferred exceeds the base value of any liabilities of
the transferor company assumed by the issuing company as part of the
consideration for the assets transferred.

(5) For the purpose of subsection (4)-

   (a)  the base value of the assets transferred is to be taken as-

        (i)    the cost of those assets to the transferor company; or

        (ii)   the amount at which those assets are stated in the transferor 
               company's accounting records immediately before the transfer,
               whichever is the less; and

   (b)  the base value of the liabilities assumed is to be taken as the amount
        at which they are stated in the transferor company's accounting
        records immediately before the transfer.

(6) Section 48C does not apply in a case falling within this section. (Added
30 of 1999 s. 5) [cf. 1985 c. 6 s. 132 U.K.]

"the minimum premium value" (最低溢價值)