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香港新会社条例(第622章) 601~700条

1-100 101-200 201-300 301-400 401-500 501-600 601-700 701-800 801-900 901-921 Schedule

Section:

601

Requirement as to instrument of proxy issued by company

(1) This section applies to an instrument of proxy issued to a member of a company by the company for use by the member for appointing a proxy to attend and vote at a general meeting of the company.

(2) The instrument of proxy must be such as to enable the member, according to the member's intention, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise the proxy 's discretion in respect of) each resolution dealing with any business to be transacted at the meeting.

Section:

602

Chairing meeting by proxy

(1) A proxy may be elected to be the chairperson of a general meeting by a resolution of the company passed at the meeting.

(2) Subsection (1) is subject to any provision of the company's articles that states who may or who may not be chairperson.

Section:

603

Company-sponsored proxy’s duty to vote in the way specified in appointment of proxy

(1) This section applies to a person who is named by a company as a proxy, whether the nomination is made in
  (a) an instrument of proxy issued by the company in relation to a general meeting; or
  (b) an invitation to appoint a proxy issued by the company in relation to the meeting.

(2) If the person has been duly appointed as a proxy by a member entitled to vote at the meeting, that person must, subject to section 588
  (a) vote as a proxy
    (i) on a show of hands; or
    (ii) on a poll; and
  (b) vote in the way specified (if any) by the member in the appointment of proxy.

(3) If the person has been duly appointed as a proxy by 2 or more members entitled to vote at the meeting and the members specify different ways to vote in their appointment of proxy, the proxy
  (a) must, subject to section 588(2), vote on a show of hands in the way specified by the member or members representing a simple majority of the total voting rights that the proxy is authorized to exercise at the meeting; and
  (b) if there is no majority, must not vote on a show of hands.

(4) A person who knowingly and wilfully contravenes subsection (2) or (3) commits an offence and is liable to a fine at level 3.

Section:

604

Notice required of termination of proxy’s authority

(1) This section applies to a notice that the authority of a person to act as proxy is terminated (notice of termination).

(2) The termination of the authority of a person to act as proxy does not affect
  (a) whether there is a quorum at a general meeting (irrespective of whether the proxy has been counted in deciding the question);
  (b) the validity of anything the person does as chairperson of a general meeting; or
  (c) the validity of a poll demanded by the person at a general meeting,
unless the company receives notice of the termination before the commencement of the meeting.

(3) The termination of the authority of a person to act as proxy does not affect the validity of a vote given by that person unless the company receives notice of the termination
  (a) before the commencement of the meeting or adjourned meeting at which the vote is given; or
  (b) in the case of a poll taken more than 48 hours after it is demanded, before the time appointed for the taking of the poll.

(4) If the company's articles require or permit members to give notice of termination to a person other than the company, the references in subsections (2) and (3) to the company receiving notice have effect as if they were
  (a) references to that person; or
  (b) references to the company or that person, as the case requires.

(5) Subsections (2) and (3) have effect subject to any provision of the company's articles that has the effect of requiring notice of termination to be received by the company or another person at a time earlier than that specified in those subsections.

(6) Subsection (5) is subject to subsection (7).

(7) A provision of the company's articles is void in so far as it would have the effect of requiring notice of termination to be received by the company or another person earlier than the following time
  (a) in the case of a general meeting or adjourned general meeting, 48 hours before the time for holding the meeting or adjourned meeting;
  (b) in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of the poll.

(8) In calculating the periods mentioned in subsections (3)(b) and (7), no account is to be taken of any part of a day that is a public holiday.

Section:

605

Effect of member’s voting in person on proxy’s authority

(1) A proxy's authority in relation to a resolution is to be regarded as revoked if the member who has appointed the proxy
  (a) attends in person the general meeting at which the resolution is to be decided; and
  (b) exercises, in relation to that resolution
    (i) the voting right attached to the shares in respect of which the proxy is appointed; or
    (ii) if the company does not have a share capital, the voting right the member is entitled to exercise.

(2) A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid appointment of a proxy has been delivered to the company by or on behalf of that member.

Section:

606

Representation of body corporate at meetings

(1) A body corporate may by resolution of its directors or other governing body
  (a) if it is a member of a company, authorize any person it thinks fit to act as its representative at any meeting of the company; and
  (b) if it is a creditor (including a holder of debentures) of a company, authorize any person it thinks fit to act as its representative at any meeting of any creditors of the company held under the provisions of
    (i) this Ordinance; or
    (ii) any debenture or trust deed or other instrument.

(2) A person authorized under subsection (1) is entitled to exercise the same powers on behalf of the body corporate as that body corporate could exercise if it were an individual member, creditor, or holder of debentures, of the company.

Section:

607

Representation of recognized clearing house at meetings

(1) A recognized clearing house within the meaning of section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571) may, if it or its nominee is a member of a company, authorize any person or persons it thinks fit to act as its representative or representatives, at any meeting of the company.

(2) If more than one person is authorized under subsection (1), the authorization must specify the number and class of shares in respect of which each person is so authorized.

(3) A person authorized under subsection (1) is entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee) as that clearing house (or its nominee) could exercise if it were an individual member of the company.

Section:

608

Saving for more extensive rights given by articles

Nothing in this Subdivision prevents a company's articles from giving more extensive rights to members or proxies than are given by this Subdivision.

Subdivision:10

Annual General Meetings

Section:

609

Interpretation

In this Subdivision

accounting reference period (會計參照期) has the meaning given by section 368.

Section:

610

Requirement to hold annual general meeting

(1) Subject to subsections (2) and (3), a company must, in respect of each financial year of the company, hold a general meeting as its annual general meeting within the following period (in addition to any other meetings held during the period)
  (a) in the case of a private company or a company limited by guarantee, 9 months after the end of its accounting reference period by reference to which the financial year is to be determined; and
  (b) in the case of any other company, 6 months after the end of its accounting reference period by reference to which the financial year is to be determined.

(2) If the accounting reference period mentioned in subsection (1) is the first accounting reference period of the company and is longer than 12 months, the company must hold a general meeting as its annual general meeting within the following period
  (a) in the case of a private company or a company limited by guarantee
    (i) 9 months after the anniversary of the company's incorporation; or
    (ii) 3 months after the end of that accounting reference period, whichever is the later; and
  (b) in the case of any other company
    (i) 6 months after the anniversary of the company's incorporation; or
    (ii) 3 months after the end of that accounting reference period, whichever is the later.

(3) If a company has by a directors' resolution under section 371 or a notice delivered to the Registrar under that section, shortened an accounting reference period, the company must hold a general meeting as its annual general meeting within the following period
  (a) in the case of a private company or a company limited by guarantee
    (i) 9 months after the end of the shortened accounting reference period; or
    (ii) 3 months after the date of the directors' resolution,
whichever is the later; and
  (b) in the case of any other company
    (i) 6 months after the end of the shortened accounting reference period; or
    (ii) 3 months after the date of the directors' resolution,
whichever is the later.

(4) A private company mentioned in subsections (1), (2) and (3) does not include a private company that is, at any time during the financial year, a subsidiary of a public company.

(5) If for any reason the Court thinks fit to do so, it may, on an application made before the end of the period otherwise allowed for holding an annual general meeting in respect of a financial year of a company, by order extend that period by a further period specified in the order.

(6) If the period otherwise allowed for holding an annual general meeting in respect of a financial year of a company has been extended under subsection (5), the company must hold a general meeting as its annual general meeting within the period as so extended.

(7) If a company contravenes subsection (1), (2), (3) or (6), the Court may, on application by any member of the company
  (a) call, or direct the calling of, a general meeting of the company; and
  (b) give any ancillary or consequential directions that the Court thinks expedient, including
    (i) a direction modifying or supplementing, in relation to the calling, holding and conducting of the meeting, the operation of the company's articles; and
    (ii) a direction that one member of the company present in person or by proxy is to be regarded as constituting a meeting.

(8) Subject to any directions of the Court, a general meeting held under subsection (7) is to be regarded as an annual general meeting of the company in respect of the financial year in respect of which the company has failed to hold an annual general meeting in accordance with this section.

(9) If a company contravenes subsection (1), (2), (3) or (6), or contravenes a direction given under subsection (7), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5.

Section:

611

Exemption of dormant company from requirement to hold annual general meeting

(1) Section 610 does not apply to a company that is a dormantcompany under section 5(1).

(2) If such a company enters into an accounting transaction, subsection (1) ceases to have effect on and after the date of the accounting transaction.

Section:

612

Circumstances in which company not required to hold annual general meeting

(1) A company is not required to hold an annual general meeting in accordance with section 610 if
  (a) everything that is required or intended to be done at the meeting (by resolution or otherwise) is done by a written resolution; and
  (b) a copy of each document that under this Ordinance would otherwise be required to be laid before the company at the meeting or otherwise produced at the meeting is provided to each member, on or before the circulation date of the written resolution.

(2) A company is also not required to hold an annual general meeting in accordance with section 610 if
  (a) the company has only one member; or
  (b) all of the following are satisfied
    (i) the company has by resolution passed in accordance with section 613(1) dispensed with the holding of the annual general meeting;
    (ii) the company has not revoked the resolution under section 614(1), or the company has revoked the resolution under that section but is not required to hold an annual general meeting under section 614(2)(b);
    (iii) no member of the company has required the holding of the annual general meeting under section 613(5).

Section:

613

Dispensation with annual general meeting

(1) A company may, by resolution passed in accordance with subsection (3), dispense with the holding of annual general meetings in accordance with section 610.

(2) A resolution mentioned in subsection (1) may be passed by a written resolution or at a general meeting.

(3) Despite any other provision of this Ordinance, a resolution mentioned in subsection (1) is only to be regarded as passed if it has been passed by all members of the company who
  (a) are entitled to vote on the resolution on the date of the resolution; or
  (b) in the case of a written resolution, are entitled to vote on the resolution on the circulation date of the resolution.

(4) A resolution under subsection (1)
  (a) is not to have effect for the financial year in respect of which the period specified in section 610 for holding an annual general meeting of the company has expired; and
  (b) does not affect any liability already incurred by reason of default in holding an annual general meeting.

(5) If an annual general meeting would be required to be held in respect of a financial year but for this section, and the meeting has not been held, any member of the company may, by notice to the company not later than 3 months before the end of the period within which the company would be required to hold an annual general meeting in respect of that financial year but for this section, require the holding of an annual general meeting in respect of that financial year.

(6) A notice mentioned in subsection (5) must be given in hard copy form or in electronic form.

(7) If a notice mentioned in subsection (5) is given, section 610 applies in respect of the financial year to which the notice relates.

Section:

614

Revocation of resolution dispensing with annual general meeting

(1) A company may revoke a resolution mentioned in section 613(1) by passing an ordinary resolution to that effect.

(2) If a resolution mentioned in section 613(1) is revoked or otherwise ceases to have effect, the company
  (a) is required to hold an annual general meeting in accordance with section 610; but
  (b) is not required to hold an annual general meeting in respect of a financial year that, but for this paragraph, would be required to be held within 3 months after the resolution ceases to have effect.

(3) Subsection (2) does not affect any obligation of the company to hold an annual general meeting in respect of a financial year in accordance with a notice given under section 613(5).

Section:

615

Members’ power to request circulation of resolution for annual general meeting

(1) If a company is required to hold an annual general meeting under section 610, the members of the company may request the company to give, to members of the company entitled to receive notice of the annual general meeting, notice of a resolution that may properly be moved and is intended to be moved at that meeting.

(2) A company must give notice of a resolution if it has received requests that it do so from
  (a) the members of the company representing at least 2.5% of the total voting rights of all the members who have a right to vote on the resolution at the annual general meeting to which the requests relate; or
  (b) at least 50 members who have a right to vote on the resolution at the annual general meeting to which the requests relate.

(3) A request
  (a) may be sent to the company in hard copy form or in electronic form;
  (b) must identify the resolution of which notice is to be given;
  (c) must be authenticated by the person or persons making it; and
  (d) must be received by the company not later than
    (i) 6 weeks before the annual general meeting to which the requests relate; or
    (ii) if later, the time at which notice is given of that meeting.

Section:

616

Company’s duty to circulate resolution for annual general meeting

(1) A company that is required under section 615 to give notice of a resolution must send a copy of it at the company's own expense to each member of the company entitled to receive notice of the annual general meeting
  (a) in the same manner as the notice of the meeting; and
  (b) at the same time as, or as soon as reasonably practicable after, it gives notice of the meeting.

(2) The business that may be dealt with at an annual general meeting includes a resolution of which notice is given in accordance with subsection (1).

(3) For the purposes of subsection (2), notice is to be regarded as having been given in accordance with subsection (1) despite the accidental omission to give notice to one or more members.

(4) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5.

Subdivision:11

Records of Resolutions and Meetings

Section:

617

Written record where company has only one member

(1) This section applies if a company has only one member and that member takes any decision that
  (a) may be taken by the company at a general meeting; and
  (b) has effect as if agreed by the company at a general meeting.

(2) The member must, unless the decision is taken by way of a written resolution, provide the company with a written record of that decision within 7 days after the decision is made.

(3) A person who contravenes subsection (2) commits an offence and is liable to a fine at level 3.

(4) A contravention of subsection (2) does not affect the validity of any decision mentioned in that subsection.

Section:

618

Records of resolutions and meetings, etc.

(1) A company must keep records comprising
  (a) copies of all resolutions of members passed otherwise than at general meetings;
  (b) minutes of all proceedings of general meetings; and
  (c) all written records provided to the company in accordance with section 116BC(1) of the predecessor
Ordinance or section 617(2).

(2) A company must keep the copy, minutes or written record under subsection (1) for at least 10 years from the date of the resolution, meeting or decision, as the case may be.

(3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.

Section:

619

Place where records must be kept

(1) A company must keep the records mentioned in section 618 at
  (a) the company's registered office; or
  (b) a prescribed place.

(2) A company must notify the Registrar of the place at which the records mentioned in section 618 are kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the records are first kept at that place.

(3) A company must notify the Registrar of any change (other than a change of the address of the company's registered office) in the place at which the records mentioned in section 618 are kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change.

(4) Subsection (2) does not require a company to notify the Registrar of the place at which the records mentioned in section 618 are kept
  (a) if, in the case of records that came into existence on or after the commencement date* of this section, they have at all times been kept at the company's registered office; or
  (b) if
    (i) immediately before that commencement date*, the company kept the records for the purposes of section 119A of the predecessor Ordinance; and
    (ii) on and after that commencement date*, the records are kept for the purposes of section 618 at the place at which they were kept immediately before that commencement date*.

(5) If a company contravenes subsection (1), (2) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.

(6) In this section

prescribed(訂明) means prescribed by regulations made under section 657.

Section:

620

Right to inspect and request copy

(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect, in accordance with regulations made under section 657, the records kept by the company under section 618.

(2) A member of the company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of any of those records in accordance with regulations made under section 657.

(3) In this section

prescribed(訂明) means prescribed by regulations made under section 657.

Section:

621

Records as evidence of resolutions etc.

(1) If the record of a resolution of members passed otherwise than at a general meeting is kept under section
618(1)(a) and purports to be signed by a director of the company or company secretary of the company, then
  (a) the record is evidence of the passing of the resolution; and
  (b) until the contrary is proved, the requirements of this Ordinance with respect to those proceedings are to be regarded as having been complied with.

(2) The minutes of proceedings of a general meeting, if purporting to be signed by the chairperson of that meeting or by the chairperson of the next general meeting, are evidence of the proceedings.

(3) If the record of the minutes of proceedings of a general meeting of a company is kept under section 618(1)(b), then, until the contrary is proved
  (a) the meeting is to be regarded as having been duly held and convened;
  (b) all proceedings at the meeting are to be regarded as having duly taken place; and
  (c) all appointments made at the meeting are to be regarded as valid.

(4) If a company has only one member and that member provides the company with a written record of a decision in accordance with section 617(2), the record is sufficient evidence of the decision having been taken by the member.

Section:

622

Registration of and requirements relating to certain resolutions, etc.

(1) This section applies to—
(a) a special resolution, other than a special resolution to change the name of a company passed under section 107 or 770;
  (b)a resolution agreed to by all the members of a company that, if not so agreed to, would not have been effective for its purpose unless passed as a special resolution;
  (c)a resolution or agreement agreed to by all the members of a class that, if not so agreed to, would not have been effective for its purpose unless passed by some particular majority or otherwise in some particular manner;
  (d)a resolution or agreement that effectively binds all the members of a class though not agreed to by all those members;
  (e)an agreement made for the purposes of section 359(1)(b)(iii);
  (f)a resolution passed for the purposes of section 360(1)(a), (2)(a)(i), (2)(b)(i) or (2)(c)(i);
  (g)a resolution passed under section 613;
  (h)a resolution requiring a company to be wound up voluntarily, passed under section 228(1)(a) of theCompanies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32);
  (i)a resolution varying any matter or provision in the articles of a company that is expressly authorized by the articles to be varied by ordinary resolution;
  (j)an order of the Court (which alters a company’s articles) a copy of which is required to be delivered to the Registrar under section 96;
  (k)an order of the Court which alters a resolution or an agreement referred to in paragraph (a), (b), (c), (d), (e), (f), (g), (h) or (i).

(2) The company must deliver a copy of the order under subsection (1)(k), resolution or agreement to the Registrar for registration within 15 days after it is made or passed.

(3) The company must ensure that a copy of the resolution, agreement or order of the Court that is for the time being in force is included in or annexed to every copy of the articles issued, as the case may be
  (a) after the passing of the resolution; or
  (b) after the making of the agreement or the order of the Court.

(4) Subsection (3) does not apply to an existing company whose articles have not been registered under this Ordinance or any former Companies Ordinance.

(5) If the company is an existing company whose articles have not been registered under this Ordinance or any former Companies Ordinance, the company must send a copy of the resolution, agreement or order of the Court that is for the time being in force to any member at that member's request, without charge.

(6) If the resolution or agreement is not in writing, a reference to a copy of the resolution or agreement in subsections (2), (3) and (5) is to be construed as a written memorandum setting out the terms of the resolution or agreement.

(7) If a company contravenes subsection (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

(8) If a company contravenes subsection (3) or (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

(9) For the purposes of subsections (7) and (8), a liquidator or provisional liquidator of the company is to be regarded as an officer of the company.

Subdivision:12

Application to Class Meetings

Section:

623

Application to class meetings of companies with share capital

(1) Subject to subsections (2) and (3), this Division (except Subdivision 10) applies, with necessary modifications, in relation to a meeting of holders of shares in a class of a company's shares as it applies in relation to a general meeting.

(2) Sections 566, 567, 568, 570 and 575 do not apply in relation to a meeting of holders of shares in a class of a company's shares.

(3) In addition to those sections mentioned in subsection (2), sections 585 and 591 do not apply in relation to a meeting in connection with the variation of the rights attached to shares in a class (variation of class rights meeting).

(4) The quorum for a variation of class rights meeting is
  (a) in the case of a meeting other than an adjourned meeting, 2 persons present in person or by proxy together holding at least one-third of the total voting rights of holders of shares in the class; and
  (b) in the case of an adjourned meeting, one person present in person or by proxy holding any shares in the class.

(5) For the purposes of subsection (4), if a person is present by proxy, that person is to be regarded as holding only the shares in respect of which the proxy is authorized to exercise voting rights.

(6) At a variation of class rights meeting, any holder of shares in the class who is present in person or by proxy may demand a poll.

(7) For the purposes of this section
  (a) any amendment of a provision in a company's articles for the variation of the rights attached to shares in a class, or the insertion of such a provision into the articles, is itself to be regarded as a variation of those rights; and
  (b) a reference to the variation of the rights attached to mshares in a class includes the abrogation of those rights.

Section:

624

Application to class meetings of companies without share capital

(1) Subject to subsections (2) and (3), this Division (except Subdivision 10) applies, with necessary modifications, in relation to a meeting of a class of members of a company without a share capital as it applies in relation to a general meeting.

(2) Sections 566, 567, 568, 570 and 575 do not apply in relation to a meeting of a class of members.

(3) In addition to those sections mentioned in subsection (2), sections 585 and 591 do not apply in relation to a meeting in connection with the variation of the rights of a class of members (variation of class rights meeting).

(4) The quorum for a variation of class rights meeting is
  (a) in the case of a meeting other than an adjourned meeting, 2 members of the class present in person or by proxy together representing at least one-third of the total voting rights of members of the class; and
  (b) in the case of an adjourned meeting, one member of the class present (in person or by proxy).

(5) At a variation of class rights meeting, any member present in person or by proxy may demand a poll. (6) For the purposes of this section
  (a) any amendment of a provision in a company's articles for the variation of the rights of a class of members, or the insertion of such a provision into the articles, is itself to be regarded as a variation of those rights; and
  (b) a reference to the variation of the rights of a class of members includes the abrogation of those rights.

Division:2

Registers

Subdivision:2

Preliminary

Section:

625

Interpretation

In this Division

prescribed (訂明) means prescribed by regulations made under section 657.

Subdivision:2

Register of Members

Section:

626

Interpretation

In this Subdivision

branch register (登記支冊) means, except in section 640, a branch register of members kept under section 636.

Section:

627

Register of members

(1) A company must keep in the English or Chinese language a register of members.

(2) A company must enter in the register of members
  (a) the names and addresses of its members;
  (b) the date on which each person is entered in the register as a member; and
  (c) the date on which any person ceases to be a member.

(3) In the case of a company having a share capital, the company must enter in the register of members, with the names and addresses of the members, a statement of
  (a) the shares held by each member, distinguishing each share by its number so long as the share has a number; and
  (b) the amount paid or agreed to be considered as paid on the shares of each member.

(4) A company must enter in the register of members the particulars required under subsections (2) and (3) within 2 months after the company has received notice of the particulars concerned.

(5) In the case of a person mentioned in subsection (2)(c), all entries in the register relating to that person on the date on which the person ceased to be a member may be destroyed after the end of a period of 10 years from that date.

(6) A company must retain a copy of any details that were included in the register of members immediately before the commencement date* of subsection (5) until 10 years after the member concerned ceased to be a member.

(7) If a company contravenes subsection (1), (4) or (6), 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.

Section:

628

Place where register must be kept

(1) A company must keep its register of members at
  (a) the company's registered office; or
  (b) a prescribed place.

(2) A company must notify the Registrar of the place at which the register of members is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place.

(3) A company must notify the Registrar of any change (other than a change of the address of the company's registered office) in the place at which the register of members is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change.

(4) Subsection (2) does not require a company to notify the Registrar of the place at which the register of members is kept
  (a) if, in the case of a register that came into existence on or after the commencement date* of this section, it has at all times been kept at the company's registered office; or
  (b) if
    (i) immediately before that commencement date*, the company kept a register for the purposes of section 95 of the predecessor Ordinance; and
    (ii) on and after that commencement date*, that register is kept as a register of members for the purposes of section 627 at the place at which it was kept immediately before that commencement date*.

(5) If a company contravenes subsection (1), (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.

Section:

629

Statement that company has only one member

(1) If, after a person ceases to be a member of a company, the number of members of the company falls to one, the company must, within 15 days after the date on which the cessation is entered in its register of members under section 627(2)(c), enter in the register
  (a) a statement that it has only one member; and
  (b) the date on which it became a company having only one member.

(2) If the membership of a company increases from one to 2 or more members, the company must, within 15 days after the date on which the particulars of the new member are entered in its register of members under section 627(2), enter in the register
  (a) a statement that it has ceased to have only one member; and
  (b) the date on which that event occurred.

(3) If a company contravenes subsection (1) or (2), 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.

Section:

630

Index of members

(1) A company having more than 50 members must keep an index of the names of the members of the company, unless its register of members is in a form that constitutes in itself an index.

(2) The company must make any necessary alteration in the index within 15 days after the date on which any alteration is made in its register of members.

(3) The company must ensure that the index contains, in respect of each member, a sufficient indication to enable the account of that member in the register to be readily found.

(4) The company must keep the index at the same place as its register of members at all times.

(5) If a company contravenes subsection (1), (2), (3) or (4), 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.

Section:

631

Right to inspect and request copy

(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect the register of members of the company, and the index of members' names, in accordance with regulations made under section 657.

(2) Any other person is entitled, on request made in the prescribed manner and on payment of a prescribed fee, to inspect the register and index in accordance with regulations made under section 657.

(3) A person is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the register or index, or any part of it, in accordance with regulations made under section 657.

Section:

632

Power to close register of members

(1) A company may, on giving notice in accordance with subsection (2), close its register of members, or the part of it relating to members holding shares of any class, 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) if the company is a listed company, 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 of the company's members passed in that year.

(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.

Section:

633

Power of Court to rectify register

(1) If
  (a) the name of any person is, without sufficient cause, entered in or omitted from the register of members of a company; or
  (b) default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member, a person aggrieved, or any member of the company, or the company, may apply to the Court for rectification of the register.

(2) If an application is made under subsection (1), the Court may
  (a) refuse the application; or
  (b) subject to section 167, order rectification of the register and payment by the company of any damages sustained by any party aggrieved.

(3) Subject to section 167, on an application under subsection (1), the Court
  (a) may decide any question relating to the title of any person who is a party to the application to have the person's name entered in or omitted from the register, whether the question arises
    (i) between members or alleged members; or
    (ii) between members or alleged members on the one hand and the company on the other hand; and
  (b) generally may decide any question necessary or expedient to be decided for rectification of the register.

(4) In the case of a company required by this Ordinance to deliver particulars relating to its members to the Registrar for registration, the Court, when making an order for rectification of the register, must by its order direct notice of the rectification to be given to the Registrar.

Section:

634

Trusts not to be entered in register

No notice of any trust (whether expressed, implied or constructive) may be
  (a) entered in the register of members of a company; or
  (b) receivable by the Registrar.

Section:

635

Register to be proof in the absence of contrary evidence

In the absence of evidence to the contrary, the register of members is proof of any matters that are by this Ordinance required or authorized to be inserted in it.

Section:

636

Branch register of members

(1) A company having a share capital may keep in a place outside Hong Kong a branch register of its members resident there if it is authorized to do so by its articles.

(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.

Section:

637

Keeping of branch register

(1) A branch register must be kept in the same manner in which the company's register of members (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 632 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.

Section:

638

Transactions in shares registered in branch register

(1) The shares registered in a branch register of a company must be distinguished from those registered in the company's register of members.

(2) No transaction with respect to any shares registered in a branch register may, during the continuance of that registration, be registered in any other register.

Section:

639

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 members.

(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 all 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.

Section:

640

Provisions as to branch registers of non-Hong Kong companies kept in Hong Kong

If under the law in force in any place outside Hong Kong, companies incorporated under that law have power to keep in Hong Kong branch registers of their members resident in Hong Kong, the Financial Secretary may by order direct that
  (a) those branch registers must be kept at a place in Hong Kong as specified in the order;
  (b) sections 631 and 633, subject to any modifications and adaptations specified in the order, apply to and in relation to those branch registers kept in Hong Kong as they apply to and in relation to the registers of members.

Subdivision:3

Register of Directors

Section:

641

Register of directors

(1) A company must keep in the English or Chinese language a register of directors.

(2) Subject to section 56(5), (6)(a) and (7)(a), a company must enter in the register of directors the required particulars specified in section 643 of each person who is a director or reserve director (if any) of the company.

(3) A company must keep the register of directors at
  (a) the company's registered office; or
  (b) a prescribed place.

(4) A company must notify the Registrar of the place at which the register of directors is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place.

(5) A company must notify the Registrar of any change (other than a change of the address of the company's registered office) in the place at which the register of directors is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change.

(6) Subsection (4) does not require a company to notify the Registrar of the place at which the register of directors is kept
  (a) if, in the case of a register that came into existence on or after the commencement date* of this section, it has at all times been kept at the company's registered office; or
  (b) if
    (i) immediately before that commencement date*, the company kept a register for the purposes of section 158 of the predecessor Ordinance; and
    (ii) on and after that commencement date*, that register, in so far as it relates to the directors or reserve directors of the company, is kept as a register of directors for the purposes of subsection (1) at the place at which it was kept immediately before that commencement date*.

(7) If a company contravenes subsection (1), (2), (3), (4) or (5), 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.

Section:

642

Right to inspect and request copy

(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect the register of directors of the company in accordance with regulations made under section 657.

(2) Any other person is entitled, on request made in the prescribed manner and on payment of the prescribed fee, to inspect the register in accordance with regulations made under section 657.

(3) A person is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the register, or any part of it, in accordance with regulations made under section 657.

Section:

643

Particulars of directors to be registered

Remarks:
Subsections (1)(a)(ii), (2)(b) and (3)(b) in so far as it relates to a correspondence address and (5) are not yet in operation.
(1) If a company is a private company (other than one that is a member of a group of companies of which a listed company is a member), its register of directors must contain the following particulars with respect to each director
  (a) if the director is a natural person
    (i) the present forename and surname, former forename or surname (if any), and aliases (if any); (ii) the usual residential address and a correspondence address; and
    (iii) the number of the identity card or, if the director does not have an identity card, the number and issuing country of any passport held by the director; and
  (b) if the director is a body corporate, the corporate name and the address of its registered or principal office.

(2) If a company is a public company, a company limited by guarantee, or a private company that is a member of a group of companies of which a listed company is a member, its register of directors must contain the following particulars with respect to each director
  (a) the present forename and surname, former forename or surname (if any), and aliases (if any);
  (b) the usual residential address and a correspondence address; and
  (c) the number of the identity card or, if the director does not have an identity card, the number and issuing country of any passport held by the director.

(3) If a company is a private company having only one member and that member is the sole director of the company, its register of directors must contain the following particulars with respect to the reserve director of the company (if any)
  (a) the present forename and surname, former forename or surname (if any), and aliases (if any);
  (b) the usual residential address and a correspondence address; and
  (c) the number of the identity card or, if the director does not have an identity card, the number and issuing country of any passport held by the director.

(4) In this section
forename(名字) includes a Christian or given name;
residential address(住址)
  (a) does not include an address at a hotel unless the person to whom it relates is stated, for the purposes of this section, to have no other permanent address; and
  (b) does not include a post office box number;
surname(姓氏), for a person usually known by a title different from the person's surname, means that title.

(5) For the purposes of subsections (1)(a)(ii), (2)(b) and (3)(b), a correspondence address must not be a post office box number.

(6) In this section, a reference to a former forename or surname does not include
  (a) in relation to a person
    (i) a forename or surname that was changed or ceased to be used before the person attained the age of 18 years; and
    (ii) a forename or surname that has been changed or ceased to be used for a period of at least 20 years;
  (b) in relation to a person usually known by a title different from the person's surname, the name by which the person was known before the adoption of or succession to the title; and
  (c) in relation to a married woman, a name or surname by which she was known before her marriage.

(7) The Financial Secretary may, by notice published in the Gazette, amend subsection (1), (2), (3), (4), (5) or (6).

Section:

644

Protection of certain particulars from inspection

Remarks:
Not yet in operation
(1) Despite section 642(1), (2) and (3), a company may withhold the following particulars contained in its register of directors from a person who inspects the register or requests for a copy of it or any part of it
  (a) an address contained in the register as the usual residential address of a director or reserve director; and
  (b) the number of the identity card or passport of a director or reserve director.

(2) A company may only exercise the power under subsection (1) in the prescribed manner and to the prescribed extent.

Section:

645

Duty to notify Registrar of appointment and change

Remarks:
Section 645(5) is not yet in operation.
(1) If a person is appointed as director of a company otherwise than under section 453(3) or (4) or section 454(2) or (3), the company must, within 15 days after the appointment, deliver to the Registrar for registration a notice in the specified form containing
  (a) the director's particulars specified in its register of directors;
  (b) a statement that the person has accepted the appointment; and
  (c) if the person is a natural person, a statement that he or she has attained the age of 18 years.

(2) The company must, within 15 days after the nomination of a person as a reserve director of the company, deliver to the Registrar for registration a notice in the specified form containing all the particulars with respect to that person that are required to be contained in its register of directors.

(3) If a person is nominated as a reserve director of a private company, the company must, within 15 days after the nomination, deliver to the Registrar for registration a statement in the specified form that the person has accepted the nomination and has attained the age of 18 years.

(4) If a person ceases to be a director or reserve director of a company or there is any change in the particulars contained in the register of directors of a company, the company must, within 15 days after the cessation or change, deliver to the Registrar for registration a notice in the specified form containing
  (a) the particulars of cessation or change and the date on which it occurred; and
  (b) other matters that are specified in the form.

(5) If the company is not allowed under section 56(7)(b) to state in a notice under subsection (4) that a director's correspondence address is changed to an address other than the address specified in subparagraph (i) or (ii) of that section, subsection (4) does not apply in relation to that change.

(6) If a company contravenes subsection (1), (2), (3) or (4), 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.

Section:

646

Duty of director to make disclosure

(1) A director of a company must give notice to the company of matters relating to the director that are required for the purposes of sections 643 and 645.

(2) A reserve director of a company must give notice to the company of matters relating to the reserve director that are required for the purposes of sections 643 and 645.

(3) A person who contravenes subsection (1) or (2) commits an offence and is liable to a fine at level 4.

Section:

647

Registrar to keep an index of directors

Remarks:
Section 647(4) and (5) is not yet in operation.
(1) The Registrar must keep an index of every person who is a director of a company or a reserve director of a private company.

(2) The particulars contained in the index must, in respect of each director or reserve director, include
  (a) the name and address of the director or reserve director;
  (b) the latest particulars sent to the Registrar in respect of the director or reserve director; and
  (c) the name of each company of which the director or reserve director can be identified as a director or reserve director.

(3) The index kept under this section must be open for inspection by any person on payment of a prescribed fee.

(4) Despite subsection (3), the following particulars contained in the index must not be open for inspection under that subsection
  (a) the usual residential address of the director or reserve director; and
  (b) the full number of the identity card or passport of the director or reserve director.

(5) Subsection (4) does not affect the inclusion in the index of a correspondence address of the director or reserve director, nor does it affect the inspection of the correspondence address under subsection (3), even if the correspondence address is the same as the usual residential address of the director or reserve director.

Subdivision:4

Register of Company Secretaries

Section:

648

Register of company secretaries

(1) A company must keep in the English or Chinese language a register of company secretaries.

(2) A company must enter in the register of company secretaries the required particulars specified in section 650 of a person who is, or persons who are the company secretary or joint company secretaries of the company.

(3) A company must keep the register of company secretaries at
  (a) the company's registered office; or
  (b) a prescribed place.

(4) A company must notify the Registrar of the place at which the register of company secretaries is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place.

(5) A company must notify the Registrar of any change (other than a change of the address of the company's registered office) in the place at which the register of company secretaries is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change.

(6) Subsection (4) does not require a company to notify the Registrar of the place at which the register of company secretaries is kept
  (a) if, in the case of a register that came into existence on or after the commencement date* of this section, it has at all times been kept at the company's registered office; or
  (b) if
    (i) immediately before that commencement date*, the company kept a register for the purposes of section 158 of the predecessor Ordinance; and
    (ii) on and after that commencement date*, that register, in so far as it relates to the company secretary or joint company secretaries of the company, is kept as a register of company secretaries for the purposes of subsection (1) at the place at which it was kept immediately before that commencement date*.

(7) If a company contravenes subsection (1), (2), (3), (4) or (5), 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.

Section:

649

Right to inspect and request copy

(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect the register of company secretaries of the company in accordance with regulations made under section 657.

(2) Any other person is entitled, on request made in the prescribed manner and on payment of the prescribed fee, to inspect the register in accordance with regulations made under section 657.

(3) A person is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the register, or any part of it, in accordance with regulations made under section 657.

Section:

650

Particulars of company secretaries to be registered

(1) The register of company secretaries of a company must contain the following particulars with respect to the company secretary or, if there are joint company secretaries, with respect to each of them
  (a) if the company secretary is a natural person
    (i) the present forename and surname, former forename or surname (if any), and aliases (if any); (ii) the correspondence address; and
    (iii) the number of the identity card or, if the company secretary does not have an identity card, the number and issuing country of any passport held by the company secretary; and
  (b) if the company secretary is a body corporate, the corporate name and the address of its registered or principal office.

(2) If all the partners in a firm are joint company secretaries of a company, the name and principal office of the firm may be stated instead of the particulars mentioned in subsection (1)(a) or (b).

(3) In this section
forename(名字) includes a Christian or given name;
surname(姓氏), for a person usually known by a title different from the person's surname, means that title.

(4) For the purposes of subsection (1)(a)(ii), a correspondence address must be a place in Hong Kong and must not be a post office box number.

(5) In this section, a reference to a former forename or surname does not include
  (a) in relation to a person
    (i) a forename or surname that was changed or ceased to be used before the person attained the age of 18 years; and
    (ii) a forename or surname that has been changed or ceased to be used for a period of at least 20 years;
  (b) in relation to a person usually known by a title different from the person's surname, the name by which the person was known before the adoption of or succession to the title; and
  (c) in relation to a married woman, a name or surname by which she was known before her marriage.

(6) The Financial Secretary may, by notice published in the Gazette, amend subsection (1), (2), (3), (4) or (5).

Section:

651

Protection of identification number from inspection

Remarks:
Not yet in operation
(1) Despite section 649(1), (2) and (3), a company may withhold the number of the identity card or passport of a company secretary contained in its register of company secretaries from a person who inspects the register or requests for a copy of it or any part of it.

(2) A company may only exercise the power under subsection (1) in the prescribed manner and to the prescribed extent.

Section:

652

Duty to notify Registrar of appointment and change

(1) If a person or persons are appointed as company secretary or joint company secretaries of a company otherwise than under section 474(2) or (3), the company must, within 15 days after the appointment, deliver to the Registrar for registration a notice in the specified form containing the company secretarys or joint company secretariesparticulars specified in its register of company secretaries.

(2) If a person ceases to be a company secretary of the company or there is any change in the particulars contained in the register of company secretaries of a company, the company must, within 15 days after the cessation or change, deliver to the Registrar for registration a notice in the specified form containing
  (a) the particulars of the cessation or change and the date on which it occurred; and
  (b) any other particulars that are specified in the form.

(3) If a company contravenes subsection (1) or (2), 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.

Section:

653

Duty of company secretary to make disclosure

(1) A company secretary of a company must give notice to the company of matters relating to the company secretary that are required for the purposes of sections 650 and 652.

(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 4.

Division:3

Company Records

Section:

654

Meaning of company records

In this Division
company records( 公司紀錄 ) means any register, index, agreement, memorandum, minutes or other document required by this Ordinance to be kept by a company, but does not include accounting records.

Section:

655

Form of company records

(1) A company must adequately record for future reference the information required to be contained in any company records.

(2) Subject to subsection (1), company records may be
  (a) kept in hard copy form or in electronic form; and
  (b) arranged in the manner that the directors of the company think fit.

(3) If the records are kept in electronic form, the company must ensure that they are capable of being reproduced in hard copy form.

(4) If any company records required by this Ordinance to be kept by a company are kept by the company by recording the information in question in electronic form, any duty imposed on the company under this Ordinance to allow inspection of the company records is to be regarded as a duty to allow inspection of
  (a) a reproduction of the recording, or the relevant part of the recording, in hard copy form; or
  (b) if requested by the person inspecting the recording, the recording, or the relevant part of the recording, by electronic means.

(5) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

(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 3.

(7) In this section
in electronic form(電子形式) means in the form of an electronic record;
in hard copy form(印本形式) means in a paper form or similar form capable of being read.

Section:

656

Duty to take precautions against falsification

(1) If company records are kept otherwise than by making entries in a bound book, a company
  (a) must take adequate precautions to guard against falsification; and
  (b) must take adequate steps to facilitate the discovery of the falsification.

(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

Section:

657

Regulations about keeping and inspection of company records and provision of copies

Remarks:
Section 657(2)(g) is not yet in operation.
(1) The Financial Secretary may make regulations to
  (a) provide for the obligations of a company that is required by any provision of this Ordinance
    (i) to keep any company records;
    (ii) to make available for inspection any company records; or
    (iii) to provide copies of any company records or trust deeds;
  (b) prescribe the fees payable in respect of company records or trust deeds; and
  (c) prescribe any other thing that is required or permitted to be prescribed under this Ordinance in respect of company records or trust deeds.

(2) The regulations may
  (a) prescribe places other than a company's registered office at which company records are required to be kept;
  (b) prescribe the manner in which a request for inspection is to be made;
  (c) require a company to inform a person of the most recent date on which alterations were made to a register or an index;
  (d) make provision as to the time, duration and manner of inspection, including the circumstances in which and the extent to which the copying of information is permitted in the course of inspection;
  (e) define what may be required of a company as regards the nature, extent and manner of extracting or presenting any information for the purposes of inspection or the provision of copies;
  (f) make provision as to the time within which a copy of company records, or a copy of a trust deed, must be provided; and
  (g) prescribe the manner in which and the extent to which a company may exercise the power under section
644 or 651.

(3) Regulations made under subsection (2)(a) may, in relation to a provision of this Ordinance requiring a company to keep any company records
  (a) prescribe a place
    (i) by reference to the company's principal place of business or the place at which the company keeps any other records; or
    (ii) in any other way;
  (b) provide that that provision is not complied with by keeping company records at a place prescribed in the regulations unless conditions prescribed in the regulations are met; and
  (c) prescribe more than one place in relation to that provision.

(4) Regulations made under subsection (1), (2) or (3) may provide that
  (a) if a company contravenes any of the regulations made under subsection (1), (2) or (3), an offence is committed by
    (i) the company; and
    (ii) every responsible person of the company;
  (b) a person who commits an offence mentioned in paragraph (a) is liable to a fine not exceeding level 5 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for each day during which the offence continues;
  (c) the Court may
    (i) by order compel an immediate inspection of company records;
    (ii) by order direct that a copy of company records, or a copy of a trust deed, be provided to a person entitled to be provided with the copy; and
    (iii) make any order as to the time, duration and manner of inspection, including the circumstances in which and the extent to which the copying of information is permitted in the course of inspection; and
  (d) if company records or a trust deed is kept at the office of a person other than the company concerned, an order mentioned in paragraph (c) may be made against that other person and that other person's officers
and other employees (if any).

(5) Nothing in any provision of this Ordinance or in the regulations made under this section is to be construed as preventing a company
  (a) from providing more extensive facilities than are required by the regulations; or
  (b) if a fee may be charged, from charging a lesser fee than that prescribed or none at all.

(6) In this section

trust deed(信託契據) means a trust deed or any other document securing the issue of debentures.

Division:4

Registered Office and Publication of Company Names

Section:

658

Registered office of company

(1) A company must have a registered office in Hong Kong to which all communications and notices may be addressed.

(2) The intended address of a company's registered office stated in the incorporation form registered in respect of
the company is to be regarded as the address of its registered office with effect from the date of its incorporation until a notice of change in respect of the address is delivered to the Registrar under subsection (3).

(3) If the address of a company's registered office is changed, the company must deliver to the Registrar for
registration a notice of the change in the specified form within 15 days after the change.

(4) The inclusion in the annual return of a company of a statement as to the address of its registered office does not satisfy the obligation imposed by subsection (3).

(5) If a company contravenes subsection (1) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.

Section:

659

Requirement to disclose company name, etc.

(1) The Financial Secretary may make regulations to require companies
  (a) to display prescribed information in prescribed locations;
  (b) to state prescribed information in common seals, and in prescribed descriptions of documents or communications; and
  (c) to provide prescribed information on request to those they deal with in the course of their business.

(2) The regulations
  (a) may in prescribed circumstances require disclosure of the name of the company;
  (b) may make provision as to the manner in which any prescribed information is to be displayed, stated or provided; and
  (c) may exempt a company from any requirement of the regulations made under subsection (1).

(3) The regulations may provide that, for the purposes of any requirement to disclose a company's name, any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) is to be disregarded.

Section:

660

Criminal consequences of failure to make required disclosures

Regulations made under section 659 may provide that
  (a) if a company contravenes any of the regulations made under that section, an offence is committed by
    (i) the company; and
    (ii) every responsible person of the company;
  (b) if any person who is acting on behalf of the company contravenes any of the regulations made under that section, an offence is committed by that person; and
  (c) a person who commits an offence mentioned in paragraph (a) or (b) is liable to a fine not exceeding level 3.

Section:

661

Civil consequence of failure to make required disclosures

If an officer of a company or a person on its behalf signs or authorizes to be signed on behalf of the company, any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which the company's name is not mentioned in the manner as required by regulations made under section 659, that officer or person is personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount of it (unless it is duly paid by the company).

Division:5

Annual Return

Section:

662

Requirement to deliver annual return

(1) A private company must in respect of every year (except the year of its incorporation) deliver to the Registrar for registration an annual return specified in subsection (5) within 42 days after the company's return date.

(2) The company's return date mentioned in subsection (1) is, in respect of a particular year, the anniversary of the date of the company's incorporation in that year.

(3) A public company or a company limited by guarantee must in respect of every financial year deliver to the Registrar for registration an annual return specified in subsection (5) within 42 days after the company's return date.

(4) The company's return date mentioned in subsection (3) is, in respect of a particular financial year
  (a) if the company is a public company, the date that is 6 months after the end of its accounting reference period; and
  (b) if the company is a company limited by guarantee, the date that is 9 months after the end of its accounting reference period.

(5) An annual return under this section must comply with the requirements under section 664.

(6) If a company contravenes subsection (1) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.

(7) If a person is convicted of an offence under subsection (6), the magistrate may, in addition to any penalty that may be imposed, order that the person must, within a time specified in the order, do the act that the person has failed to do.

(8) A person who contravenes an order under subsection (7) commits an offence and is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.

(9) In this section

accounting reference period(會計參照期) has the meaning given by section 368.

Section:

663

Exemption of dormant company from requirement to deliver annual return

(1) Section 662 does not apply to a company that is a dormant company under section 5(1).

(2) If such a company enters into an accounting transaction, subsection (1) ceases to have effect on and after the date of the accounting transaction.

Section:

664

Contents of annual return

(1) A company's annual return under section 662 must
  (a) be in the specified form; and
  (b) contain, with respect to the company, the particulars specified in the form.

(2) Without limiting section 23, the Registrar may, for the purposes of this section, specify different forms or particulars in relation to different types of companies.

(3) Without limiting subsection (1), an annual return under section 662 must
  (a) contain the information specified in Schedule 6; and
  (b) be accompanied by the documents specified in that Schedule.

(4) Despite subsection (3), if
  (a) an annual return is required to be delivered by a private company under section 662(1) in respect of a year; and
  (b) at any time during the year
    (i) the company registers any transfer of shares in the company in contravention of the restriction imposed by the company's articles;
    (ii) the membership of the company exceeds the number specified in section 11(1)(a)(ii); or
    (iii) the company makes an invitation to the public to subscribe for any shares or debentures of the company,
the annual return must contain the information, and be accompanied by the documents, specified in subsection (5) instead.

(5) The information and documents are
  (a) information and documents specified for the purposes of a public company in Schedule 6; and
  (b) information and documents that relate to the financial year of the company ending on a date within the year in respect of which the annual return is required to be delivered.

(6) The Court may, on the application of the company or a person interested in the matter, order that subsection (4) does not apply to the company.

(7) The Court may make the order on any terms and conditions that the Court thinks just and expedient.

(8) The Court must not make the order unless the Court is satisfied that
  (a) the occurrence of the event mentioned in subsection (4)(b)(i), (ii) or (iii) was accidental;
  (b) it was due to inadvertence or to some other sufficient cause that the event occurred; or
  (c) it is just and equitable to grant the relief on other grounds.

Section:

665

Construction of reference to annual return

A reference in this Ordinance to a company's last annual return, or to an annual return delivered in accordance with section 662, is to be construed as including (so far as necessary to ensure the continuity of the law) a return made up to a date before the commencement date* of that section, or forwarded to the Registrar in accordance with the predecessor Ordinance.

Part:13

Arrangements, Amalgamation, and Compulsory Share Acquisition in Takeover and Share Buy-Back

Division:1

Preliminary

Section:

666

Interpretation

In this Part
child (子女) includes a step-child, an illegitimate child and a child adopted in any manner recognized by the law of Hong Kong;
cohabitation relationship (同居關係) means a relationship between 2 persons (whether of the same sex or of the opposite sex) who live together as a couple in an intimate relationship;
offer period (要約期), in relation to an offer, means the period within which the offer can be accepted;
repurchasing company (回購公司), in relation to a general offer, means the listed company that makes the offer.

Section:

667

Associate

(1) In this Part, a reference to an associate of an offeror or member, is
  (a) if the offeror or member is a natural person, a reference to
    (i) the offeror's or member's spouse;
    (ii) a person who is in a cohabitation relationship with the offeror or member;
    (iii) a child of the offeror or member;
    (iv) a child of a person falling within subparagraph (ii) who
      (A) is not a child of the offeror or member;
      (B) lives with the offeror or member; and
      (C) has not attained the age of 18;
    (v) a parent of the offeror or member;
    (vi) a body corporate in which the offeror or member is substantially interested; or
    (vii) a person who is a party, or a nominee of a party, to an acquisition agreement with the offeror or member; or
  (b) if the offeror or member is a body corporate, a reference to
    (i) a body corporate in the same group of companies as the offeror or member;
    (ii) a body corporate in which the offeror or member is substantially interested; or
    (iii) a person who is a party, or a nominee of a party, to an acquisition agreement with the offeror or member.

(2) In this Part, a reference to an associate of a repurchasing company is a reference to
  (a) a body corporate in the same group of companies as the repurchasing company;
  (b) a body corporate in which the repurchasing company is substantially interested; or
  (c) a person who is a party, or a nominee of a party, to an acquisition agreement with the repurchasing company.

(3) For the purposes of subsections (1) and (2), an offeror, member or repurchasing company is substantially interested in a body corporate if
  (a) the body corporate, or its directors or a majority of its directors, are accustomed to act in accordance with the directions or instructions of the offeror, member or repurchasing company; or
  (b) the offeror, member or repurchasing company is entitled to exercise, or control the exercise of, more than 30% of the voting power at any general meeting of the body corporate.

(4) In subsection (3), a reference to voting power the exercise of which is controlled by an offeror, member or repurchasing company includes voting power the exercise of which is controlled by another body corporate if the offeror, member or repurchasing company is entitled to exercise, or control the exercise of, more than 50% of the voting power at any general meeting of that other body corporate.

(5) For the purposes of subsections (1) and (2), an agreement is an acquisition agreement if
  (a) it is an agreement for the acquisition of
    (i) any of the shares to which the takeover offer or general offer relates; or
    (ii) an interest in those shares; and
  (b) it includes provisions imposing obligations or restrictions on any of the parties to it with respect to the use, retention or disposal of the party's interests in the shares acquired pursuant to the agreement.

Division:2

Arrangements and Compromises

Section:

668

Interpretation

(1) In this Division
arrangement (安排) includes a reorganization of the company's share capital by the consolidation of shares of different classes, or by the division of shares into different classes, or both;
company (公司) , except in section 675, means a company liable to be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

(2) In this Division, a reference to a company's articles, in the case of a company not having articles, is to be read as the instrument constituting or defining the constitution of the company.

Section:

669

Application of Division

This Division applies if an arrangement or compromise is proposed to be entered into by a company with either or both of the following
  (a) the creditors, or any class of the creditors, of the company;
  (b) the members, or any class of the members, of the company.

Section:

670

Court may order meeting of creditors or members to be summoned

(1) The Court may, on application made for the purposes of this subsection
  (a) order a meeting specified in subsection (2)(a), or a meeting specified in subsection (2)(b), or both (as the case may be) to be summoned in any manner that the Court directs; and
  (b) for the purposes of section 674(4), declare a person to be a person specified under that section.

(2) The meeting is
  (a) if the arrangement or compromise is proposed to be entered into
    (i) with the creditors of the company, a meeting of those creditors; or
    (ii) with a class of the creditors of the company, a meeting of that class of creditors; and
  (b) if the arrangement or compromise is proposed to be entered into
    (i) with the members of the company, a meeting of those members; or
    (ii) with a class of the members of the company, a meeting of that class of members.

(3) Subject to subsection (4), an application for the purposes of subsection (1) may be made only by
  (a) in the case of a meeting of creditors, the company or any of the creditors;
  (b) in the case of a meeting of a class of creditors, the company or any creditor of that class;
  (c) in the case of a meeting of members, the company or any of the members; or
  (d) in the case of a meeting of a class of members, the company or any member of that class.

(4) If the company is being wound up, an application for the purposes of subsection (1) may be made only by the liquidator or provisional liquidator.

(5) An application for the purposes of subsection (1) must be made in a summary way.

Section:

671

Explanatory statements to be issued or made available to creditors or members

(1) If a meeting is summoned under section 670
  (a) every notice summoning the meeting that is sent to a creditor or member must be accompanied by an explanatory statement complying with subsections (3) and (4); and
  (b) every notice summoning the meeting that is given by advertisement
    (i) must include an explanatory statement complying with subsections (3) and (4); or
    (ii) must state where and how a creditor or member entitled to attend the meeting may obtain a copy of the explanatory statement.

(2) If a notice given by advertisement states that a creditor or member entitled to attend the meeting may obtain a copy of an explanatory statement, the company must provide a copy of the statement, free of charge, to a creditor or member applying in the manner specified in the notice.

(3) An explanatory statement
  (a) must explain the effect of the arrangement or compromise; and
  (b) must state
    (i) any material interests of the company's directors, whether as directors or as members or as creditors of the company or otherwise, under the arrangement or compromise; and
    (ii) the effect of the arrangement or compromise on those interests, in so far as the effect is different from
the effect on the like interests of other persons.

(4) If the arrangement or compromise affects the rights of the company 's debenture holders, an explanatory statement must give the like explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the directors.

(5) If subsection (1) or (2) is contravened, all of the following commit an offence
  (a) the company;
  (b) every responsible person of the company;
  (c) a liquidator or provisional liquidator of the company who authorizes or permits, participates in, or fails to take all reasonable steps to prevent, the contravention;
  (d) a trustee of a deed for securing the issue of the company 's debentures who authorizes or permits, participates in, or fails to take all reasonable steps to prevent, the contravention.

(6) A person who commits an offence under subsection (5) is liable to a fine at level 5.

(7) If a person is charged with an offence under subsection (5) for a contravention of subsection (1), it is a defence to establish that the contravention was due to the refusal of another person, who was a director of the company or a trustee for debenture holders of the company, to supply the necessary particulars of that other person's interests.

Section:

672

Directors and trustees must notify company of interests under arrangement or compromise etc.

(1) If a meeting is summoned under section 670, a director of the company, or a trustee for its debenture holders, must give notice to the company of any matter relating to the director or trustee that may be necessary for the purposes of section 671.

(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 5.

Section:

673

Court may sanction arrangement or compromise

(1) This section applies if the creditors or the class of creditors, or the members or the class of members, or both, with whom the arrangement or compromise is proposed to be entered into, agree or agrees to the arrangement or compromise.

(2) The Court may, on application made for the purposes of this subsection, sanction the arrangement or compromise.

(3) Subject to subsection (4), an application for the purposes of subsection (2) may be made only by
  (a) in the case of an arrangement or compromise proposed to be entered into with the creditors of a company, the company or any of the creditors;
  (b) in the case of an arrangement or compromise proposed to be entered into with a class of creditors of a company, the company or any creditor of that class;
  (c) in the case of an arrangement or compromise proposed to be entered into with the members of a company, the company or any of the members; or
  (d) in the case of an arrangement or compromise proposed to be entered into with a class of members of a company, the company or any member of that class.

(4) If the company is being wound up, an application for the purposes of subsection (2) may be made only by the liquidator or provisional liquidator.

(5) An arrangement or compromise sanctioned by the Court under subsection (2) is binding
  (a) on the company or, if the company is being wound up, on the liquidator or provisional liquidator and contributories of the company; and
  (b) on the creditors or the class of creditors, or the members or the class of members, or both, with whom the arrangement or compromise is proposed to be entered into.

(6) An order made by the Court under subsection (2) has no effect until an office copy of the order is registered by the Registrar under Part 2.

(7) If the order of the Court amends the company's articles, or any resolution or agreement to which section 622 applies, the office copy of that order delivered to the Registrar for registration for the purposes of subsection (6) must be accompanied by a copy of those articles, or the resolution or agreement, as amended.

(8) If subsection (7) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

Section:

674

Provision supplementary to section 673(1): agreement to arrangement or compromise

(1) For the purposes of section 673(1)
  (a) the creditors agree to the arrangement or compromise if, at a meeting of the creditors summoned under section 670, a majority in number representing at least 75% in value of the creditors present and voting, in person or by proxy, agree to the arrangement or compromise;
  (b) a class of creditors agrees to the arrangement or compromise if, at a meeting of the class of creditors summoned under section 670, a majority in number representing at least 75% in value of the class of creditors present and voting, in person or by proxy, agree to the arrangement or compromise;
  (c) subject to subsection (2)(a), the members agree to the arrangement or compromise if, at a meeting of the members summoned under section 670
    (i) members representing at least 75% of the voting rights of the members present and voting, in person or by proxy, agree to the arrangement or compromise; and
    (ii) unless the Court orders otherwise, a majority in number of the members present and voting, in person or by proxy, agree to the arrangement or compromise; and
  (d) subject to subsection (2)(b), a class of members agrees to the arrangement or compromise if, at a meeting of the class of members summoned under section 670
    (i) members representing at least 75% of the voting rights of the class of members present and voting, in person or by proxy, agree to the arrangement or compromise; and
    (ii) unless the Court orders otherwise, a majority in number of the class of members present and voting, in person or by proxy, agree to the arrangement or compromise.

(2) However, where the arrangement involves a general offer within the meaning of section 707 or a takeover offer —
  (a) the members agree to the arrangement if
    (i) at a meeting of the members summoned under section 670, members representing at least 75% of the
voting rights of the members present and voting, in person or by proxy, agree to the arrangement; and
    (ii) the votes cast against the arrangement at the meeting do not exceed 10% of the total voting rights attached to all disinterested shares in the company;
  (b) a class of members agrees to the arrangement if
    (i) at a meeting of the class of members summoned under section 670, members representing at least 75% of the voting rights of the class of members present and voting, in person or by proxy, agree to the arrangement; and
    (ii) the votes cast against the arrangement at the meeting do not exceed 10% of the total voting rights attached to all disinterested shares of the class in the company.

(3) In subsection (2)
disinterested shares(無利害關係股份) means
  (a) in the case of a takeover offer, shares in the company other than those held
    (i) by the offeror, or by a nominee on behalf of the offeror;
    (ii) by an associate of the offeror (except a person who falls within section 667(1)(a)(vii) or (b)(iii) or a person specified in subsection (4)); or
    (iii) by a person who is a party to an acquisition agreement within the meaning of section 667(5) with the offeror (except a person specified in subsection (4)), or by a nominee on behalf of the person under the acquisition agreement;
  (b) in the case of a general offer, shares in the company other than those held
    (i) by a non-tendering member as defined by section 705(1), or by a nominee on behalf of the member;
    (ii) by an associate of such a non-tendering member (except a person who falls within section
667(1)(a)(vii) or (b)(iii) or a person specified in subsection (4));
    (iii) by a nominee on behalf of the repurchasing company;
    (iv) by an associate of such a repurchasing company (except a person who falls within section 667(2)(c) or a person specified in subsection (4)); or
    (v) by a person who is a party to such an acquisition agreement with such a non-tendering member or repurchasing company (except a person specified in subsection (4)), or by a nominee on behalf of the person under the acquisition agreement.

(4) The person specified for the purposes of paragraph (a)(ii) and (iii) and (b)(ii), (iv) and (v) of the definition of disinterested shares in subsection (3) is a person declared under section 670(1)(b) to be a person specified under this section.

(5) For the purposes of subsections (2) and (3)
  (a) an offer to acquire shares in a company is a takeover offer if
    (i) it is an offer to acquire all the shares, or all the shares of any class, in the company, except those that, at the date of the offer, are held by the offeror; and
    (ii) the terms of the offer are the same
      (A) where the offer does not relate to shares of different classes, in relation to all the shares to which the offer relates; or
      (B) where the offer relates to shares of different classes, in relation to all the shares of each class to which the offer relates; and
  (b) an offer under which consideration is provided for the cancellation of shares in a company is also a takeover offer if
    (i) it is an offer under which consideration is provided for the cancellation of all the shares, or all the shares of any class, in the company, except
      (A) those that, at the date of the offer, are held by the offeror;
      (B) those that are specified in the offer document as shares that are not to be cancelled under the offer; and
      (C) those that, at the date of the offer, are held by a member residing in a place where such an offer is contrary to the law of the place; and
    (ii) the terms of the offer are the same
      (A) where the offer does not relate to shares of different classes, in relation to all the shares to which the offer relates; or
      (B) where the offer relates to shares of different classes, in relation to all the shares of each class to
which the offer relates. (6) In subsection (5)
shares(股份) means shares that have been allotted on the date of the offer.

(7) In subsection (5)(a)(i) and (b)(i), a reference to shares that are held by an offeror
  (a) includes shares that the offeror has contracted, unconditionally or subject to conditions being satisfied, to acquire; but
  (b) excludes shares that are the subject of a contract
    (i) entered into by the offeror with a holder of shares in the company in order to secure that the holder will accept the offer when it is made; and
    (ii) entered into for no consideration and by deed, for consideration of negligible value, or for consideration consisting of a promise by the offeror to make the offer.

(8) For the purposes of subsection (5)(a)(ii) and (b)(ii), even though, in relation to all the shares, or all the shares of a class of shares, to which an offer relates, there is a difference in the value of consideration offered for the shares allotted earlier as against the value of consideration offered for those allotted later, the terms of the offer
are to be regarded as the same in relation to all the shares concerned if
  (a) shares carry an entitlement to a particular dividend that other shares of the same class, by reason of being allotted at a different time, do not carry;
  (b) the difference in value of consideration merely reflects that difference in entitlement to dividend; and
  (c) but for the difference in the value of consideration, the terms of the offer would be the same in relation to all the shares concerned.

(9) For the purposes of subsection (5)(a)(ii) and (b)(ii), even though, in relation to all the shares, or all the shares of a class of shares, to which an offer relates, there is a difference in the form of consideration offered, the terms of
the offer are to be regarded as the same in relation to all the shares concerned if
  (a) the law of a place outside Hong Kong precludes an offer of consideration in the form specified in the terms of the offer, or precludes it except after compliance by the offeror with conditions with which the offeror is unable to comply or that the offeror regards as unduly onerous;
  (b) consideration in another form is offered to a person to whom an offer of consideration in the specified form is so precluded;
  (c) the person is able to receive consideration in that other form that is of substantially equivalent value; and
  (d) but for the difference in the form of consideration, the terms of the offer would be the same in relation to all the shares concerned.

(10) Despite subsection (5), a takeover offer may include, among the shares to which it relates, shares that will be allotted after the date of the offer but before a date specified in the offer.

(11) In subsections (2), (3), (4), (5), (6), (7), (8), (9) and (10), a reference to shares in a company includes
  (a) debentures that are convertible into shares in the company; and
  (b) securities of the company that are convertible into, or entitle the holder to subscribe for, shares in the company.
Those subsections apply to those debentures or securities as if they were shares of a separate class of the company, and a reference to a member or a holder of shares in those subsections is to be read accordingly.

Section:

675

Court’s additional powers to facilitate reconstruction or amalgamation

(1) This section applies if
  (a) an application is made for the purposes of section 673(2) to sanction the arrangement or compromise; and
  (b) it is shown to the Court that
    (i) the arrangement or compromise is proposed for the purpose of, or in connection with, a scheme for the reconstruction of one or more companies, or for the amalgamation of 2 or more companies; and
    (ii) under the scheme, the property or undertaking of any company concerned in the scheme, or any part of that property or undertaking, is to be transferred to another company.

(2) If the Court sanctions the arrangement or compromise, it may, by the order or a subsequent order, make provision for any or all of the following
  (a) the transfer of the transferor 's property, undertaking or liabilities, or any part of it or them, to the transferee;
  (b)the allotting or appropriation by the transferee of any shares, debentures, policies, or other like interests in the transferee which, under the arrangement or compromise, are to be allotted or appropriated by the transferee to or for any person;
  (c)the continuation by or against the transferee of any legal proceedings pending by or against the transferor;
  (d)the dissolution, without winding up, of the transferor;
  (e)the provision to be made for any person, who within the time, and in the manner, that the Court directs, dissents from the arrangement or compromise;
  (f)the transfer or allotting of any interest in property to any person concerned in the arrangement or compromise;
  (g)any incidental, consequential and supplemental matters that are necessary to ensure that the reconstruction or amalgamation is fully and effectively carried out.

(3)If an order provides for the transfer of property under subsection (2)—
  (a)the property is, by virtue of the order, transferred to, and vests in, the transferee;
  (b)andwhere the order so directs, the property vests freed from any charge that is to cease to have effect by virtue of the arrangement or compromise.

(4) If an order provides for the transfer of liabilities under subsection (2), the liabilities are, by virtue of the order, transferred to, and become liabilities of, the transferee.

(5) If the Court, by an order, makes provision for any matter under subsection (2), the order has no effect to the extent to which it purports to make the provision until an office copy of the order is registered by the Registrar under Part 2.

(6) If the order of the Court amends the company's articles, or any resolution or agreement to which section 622 applies, the office copy of that order delivered to the Registrar for registration for the purposes of subsection (5) must be accompanied by a copy of those articles, or the resolution or agreement, as amended.

(7) If subsection (6) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

(8) In this section
liabilities(法律責任) includes
  (a) duties of a personal character and incapable of being assigned or performed vicariously under the law; and
  (b) duties of any other description;
property(財產) includes
  (a) rights and powers of a personal character and incapable of being assigned or performed vicariously under the law; and
  (b) rights and powers of any other description;
transferee( 受讓人 ), in relation to an arrangement or compromise proposed for the purpose of a scheme of reconstruction or amalgamation, means the company to which another company's property, undertaking or liabilities, or any part of it or them, is to be transferred under the scheme;
transferor( 出讓人 ), in relation to an arrangement or compromise proposed for the purpose of a scheme of reconstruction or amalgamation, means the company whose property, undertaking or liabilities, or any part of it or them, is to be transferred to another company under the scheme.

Section:

676

Court may order costs

(1) This section applies in relation to an application made for the purposes of section 673(2) for an order of the Court sanctioning an arrangement that falls within section 674(2).

(2) The Court may make any order that it thinks fit about the costs incurred or to be incurred by a member who dissents from the arrangement in opposing the application.

(3) An order may require the company or any other party to the application to indemnify the member against the costs incurred or to be incurred by the member.

(4) The Court may only make an order about costs (including the requirement as to indemnification) under this section in favour of the member if it is satisfied that the member was acting in good faith in, and had reasonable grounds for, opposing the application.

(5) The Court may only make an order about costs under this section against the member if the member's opposition to the application is frivolous or vexatious.

Section:

677

Company’s articles to be accompanied by order of Court

(1) Every copy of the company's articles issued by the company after an order is made for the purposes of section 673 or 675 must be accompanied by a copy of the order, unless the effect of the order, and the effect of the arrangement or compromise to which the order relates, has been incorporated into the articles by alteration to those articles.

(2) If subsection (1) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

Division:3

Amalgamation of Companies within Group

Section:

678

Interpretation

(1) In this Division, a company is a wholly owned subsidiary of another company if it has no members except
  (a) that other company;
  (b) a nominee of that other company;
  (c) a wholly owned subsidiary of that other company; or
  (d) a nominee of that subsidiary.

(2) A cancellation of shares under this Division is not a reduction of share capital for the purposes of Part 5.

(3) For the purposes of this Division, a resolution approving an amalgamation mentioned in section 680(1) or 681(1) is an amalgamation proposal that has been approved.

Section:

679

Solvency statement

(1) In this Division, a reference to a solvency statement made by the directors of an amalgamating company is a reference to a statement made before the time specified in subsection (2) that
  (a) in the directors' opinion
    (i) as at the date of the statement, there is no ground on which the amalgamating company could be found to be unable to pay its debts; and
    (ii) the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective; and
  (b) as at the date of the statement
    (i) none of the following exists
      (A) any floating charge created by the amalgamating company;
      (B) any other security created by the amalgamating company over a class of assets, to any of which the security interest has not attached; or
    (ii) there exists such a floating charge or other security, and each person entitled to the charge or security has consented in writing to the amalgamation proposal.

(2) The time specified for the purposes of subsection (1) is
  (a) if the amalgamation is to be approved by a resolution passed on a poll at a general meeting, the date of the meeting; or
  (b) if the amalgamation is to be approved by a written resolution, the circulation date of the resolution.

(3) In forming an opinion for the purposes of subsection (1)(a)(ii), the directors must take into account all the liabilities of the amalgamated company (including contingent and prospective liabilities).

(4) In subsection (2)(b)
circulation date(傳閱日期) has the meaning given by section 547(1).

Section:

680

Vertical amalgamation

(1) A company (amalgamating holding company), and one or more of its wholly owned subsidiaries, may amalgamate, and continue, as one company if
  (a) the members of the amalgamating holding company approve the amalgamation on the terms specified in subsection (2); and
  (b) the members of each of the amalgamating subsidiaries approve the amalgamation on the terms specified in subsection (2).

(2) The terms are
  (a) that the shares of each of the amalgamating subsidiaries will be cancelled without payment or other consideration;
  (b) that the articles of the amalgamated company will be the same as the articles of the amalgamating holding company;
  (c) that the directors of each amalgamating company
    (i) are satisfied that, as at the date of the solvency statement made by them, there is no ground on which the amalgamating company could be found to be unable to pay its debts; and
    (ii) after taking into account all the liabilities of the amalgamated company (including contingent and prospective liabilities), are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective;
  (d) that the directors of each amalgamating company have confirmed that as at the date of the solvency statement made by them
    (i) none of the following exists
      (A) any floating charge created by the amalgamating company;
      (B) any other security created by the amalgamating company over a class of assets, to any of which the security interest has not attached; or
    (ii) there exists such a floating charge or other security, and each person entitled to the charge or security has consented in writing to the amalgamation proposal;
  (e) that the person or persons named in the resolution will be the director or directors of the amalgamated company.

(3) An approval for the purposes of subsection (1)(a) must be obtained by a special resolution of the company passed on a poll at a general meeting but not by a written resolution.

(4) An approval for the purposes of subsection (1)(b) must be obtained by a special resolution of the company passed on a poll at a general meeting or by a written resolution.

(5) This section does not apply unless each amalgamating company is a company limited by shares.

Section:

681

Horizontal amalgamation

(1) Two or more of the wholly owned subsidiaries of a company may amalgamate, and continue, as one company if the members of each amalgamating company approve the amalgamation on the terms specified in subsection (2).

(2) The terms are
  (a) that the shares of all but one of the amalgamating companies will be cancelled without payment or other consideration;
  (b) that the articles of the amalgamated company will be the same as the articles of the amalgamating company whose shares are not cancelled;
  (c) that the directors of each amalgamating company
    (i) are satisfied that, as at the date of the solvency statement made by them, there is no ground on which the amalgamating company could be found to be unable to pay its debts; and
    (ii) after taking into account all the liabilities of the amalgamated company (including contingent and prospective liabilities), are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective;
  (d) that the directors of each amalgamating company have confirmed that as at the date of the solvency statement made by them
    (i) none of the following exists
      (A) any floating charge created by the amalgamating company;
      (B) any other security created by the amalgamating company over a class of assets, to any of which the security interest has not attached; or
    (ii) there exists such a floating charge or other security, and each person entitled to the charge or security has consented in writing to the amalgamation proposal;
  (e) that the person or persons named in the resolution will be the director or directors of the amalgamated
company.

(3) An approval for the purposes of subsection (1) must be obtained by a special resolution of the amalgamating company passed on a poll at a general meeting or by a written resolution.

(4) This section does not apply unless each amalgamating company is a company limited by shares.

Section:

682

Directors of amalgamating company must notify secured creditors of proposed amalgamation

(1) The directors of each amalgamating company under section 680 or 681 must comply with subsection (2)
  (a) if the amalgamation is to be approved by a resolution passed on a poll at a general meeting, at least 21 days before the date of the meeting; or
  (b) if the amalgamation is to be approved by a written resolution, on or before the circulation date of the resolution.

(2) Those directors
  (a) must give written notice of the proposed amalgamation to every secured creditor of the amalgamating company; and
  (b) must publish notice of the proposed amalgamation in an English language newspaper, and a Chinese language newspaper, circulating generally in Hong Kong.

(3) If the directors of an amalgamating company contravene subsection (1), each of them commits an offence and is liable to a fine at level 3.

(4) In subsection (1)(b)
circulation date(傳閱日期) has the meaning given by section 547(1).

Section:

683

Director of amalgamating company must issue certificate on solvency statement

(1) Every director of the amalgamating company who votes in favour of making a solvency statement must issue a certificate
  (a) stating
    (i) that, in the director's opinion, the conditions specified in section 679(1)(a)(i) and (ii) are satisfied; and
    (ii) the grounds for that opinion; and
  (b) stating that the condition specified in section 679(1)(b) is satisfied.

(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 4.

(3) A director of the amalgamating company commits an offence if the director votes in favour of making a solvency statement, or otherwise causes a solvency statement to be made, without having reasonable grounds for the opinion and fact expressed in the statement.

(4) A person who commits an offence under subsection (3) is liable
  (a) on conviction on indictment to a fine of $150000 and to imprisonment for 2 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

Section:

684

Registration of amalgamation

(1) For the purpose of effecting an amalgamation, the following documents must be delivered to the Registrar for registration within 15 days after the approval of the amalgamation proposal
  (a) the amalgamation proposal that has been approved;
  (b) every certificate required by section 683(1);
  (c) a certificate issued by the directors of each amalgamating company stating that the amalgamation has been approved in accordance with
    (i) this Division; and
    (ii) the articles of the amalgamating company;
  (d) a notice of appointment of the directors of the amalgamated company;
  (e) a certificate issued by the directors, or the proposed directors, of the amalgamated company stating that where the proportion of the claims of the amalgamated company's creditors in relation to the value of that company's assets is greater than the proportion of the claims of an amalgamating company's creditors in relation to the value of that company's assets, no creditor will be prejudiced by that fact.

(2) A document mentioned in subsection (1)(a), (b), (c), (d) or (e) must be in the specified form.

(3) As soon as practicable after the documents mentioned in subsection (1) are registered, the Registrar must issue a certificate of amalgamation.

(4) A certificate of amalgamation may be issued in any form that the Registrar thinks fit.

Section:

685

Effective date of amalgamation

(1) A certificate of amalgamation issued under section 684(3) must specify a date as the effective date of the amalgamation.

(2) If an amalgamation proposal specifies a date on which the amalgamation is intended to become effective, and that date is the same as or later than the date on which the Registrar registers the documents mentioned in section 684(1), that date must be specified in the certificate of amalgamation as the effective date of the amalgamation.

(3) On the effective date of an amalgamation
  (a) the amalgamation takes effect;
  (b) each amalgamating company ceases to exist as an entity separate from the amalgamated company; and
  (c) the amalgamated company succeeds to all the property, rights and privileges, and all the liabilities and obligations, of each amalgamating company.

(4) On and after the effective date of an amalgamation
  (a) any proceedings pending by or against an amalgamating company may be continued by or against the amalgamated company;
  (b) any conviction, ruling, order or judgment in favour of or against an amalgamating company may be enforced by or against the amalgamated company; and
  (c) any agreement entered into by an amalgamating company may be enforced by or against the amalgamated company unless otherwise provided in the agreement.

(5) As soon as practicable after the effective date of an amalgamation, the Registrar must make a note of the amalgamation in the Companies Register in relation to each amalgamating company.

Section:

686

Court may intervene in amalgamation proposal in certain cases

(1) If the Court is satisfied that giving effect to an amalgamation proposal would unfairly prejudice a member or creditor of an amalgamating company or a person to whom an amalgamating company is under an obligation, it may, on application by the member, creditor or person made before the date on which the amalgamation becomes effective, make any order it thinks fit in relation to the amalgamation proposal.

(2) Without limiting subsection (1), the Court may make an order
  (a) directing that effect must not be given to the amalgamation proposal;
  (b) modifying the amalgamation proposal in the manner specified in the order; or
  (c) directing the amalgamating company or its directors to reconsider the amalgamation proposal or any part of that proposal.

(3) Without limiting subsection (1), the Court may also make an order directing the amalgamated company, or any other party to the proceedings, to purchase shares of a member of an amalgamating company who would be unfairly prejudiced by the amalgamation proposal.

(4) On making an application for the purposes of subsection (1), the applicant must deliver to the Registrar for registration a notice of the application in the specified form.

(5) If the Registrar receives a notice under subsection (4), he or she must withhold registration of the documents mentioned in section 684(1) unless the Court otherwise directs or the application is dismissed by the Court or is withdrawn.

(6) If an order is made under this section, every company in relation to which the order is made must deliver an office copy of the order to the Registrar for registration within 7 days after the order is made.

(7) If a company contravenes subsection (6), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

Division:4

Compulsory Acquisition after Takeover Offer

Subdivision:1

Preliminary

Section:

687

Interpretation

In this Division
nominee (代名人) , in relation to a company that is a member of a group of companies, includes a nominee on behalf of another company that is a member of the group.

Section:

688

Application of Division to convertible securities and debentures

(1) This Division applies in relation to debentures of a company that are convertible into shares in the company, or to securities of a company that are convertible into, or entitle the holder to subscribe for, shares in the company, as if those debentures or securities were shares of a separate class of the company. A reference to a holder of shares, and to shares being allotted, is to be read accordingly.

(2) In this Division, a reference to 90% in number of the shares of any class is
  (a) in the case of securities mentioned in subsection (1), a reference to 90% of the number of those securities; and
  (b) in the case of debentures mentioned in subsection (1), a reference to 90% of the total amount payable on those debentures.

Section:

689

Takeover offer

(1) For the purposes of this Division, an offer to acquire shares in a company is a takeover offer if
  (a) it is an offer to acquire all the shares, or all the shares of any class, in the company, except those that, at the date of the offer, are held by the offeror; and
  (b) the terms of the offer are the same
    (i) where the offer does not relate to shares of different classes, in relation to all the shares to which the offer relates; or
    (ii) where the offer relates to shares of different classes, in relation to all the shares of each class to which the offer relates.

(2) In subsection (1)
shares(股份) means shares that have been allotted on the date of the offer.

(3) In subsection (1)(a), a reference to shares that are held by an offeror
  (a) includes shares that the offeror has contracted, unconditionally or subject to conditions being satisfied, to acquire; but
  (b) excludes shares that are the subject of a contract
    (i) entered into by the offeror with a holder of shares in the company in order to secure that the holder will accept the offer when it is made; and
    (ii) entered into for no consideration and by deed, for consideration of negligible value, or for consideration consisting of a promise by the offeror to make the offer.

(4) For the purposes of subsection (1)(b), even though, in relation to all the shares, or all the shares of a class of shares, to which an offer relates, there is a difference in the value of consideration offered for the shares allotted earlier as against the value of consideration offered for those allotted later, the terms of the offer are to be regarded as the same in relation to all the shares concerned if
  (a) shares carry an entitlement to a particular dividend that other shares of the same class, by reason of being allotted at a different time, do not carry;
  (b) the difference in value of consideration merely reflects that difference in entitlement to dividend; and
  (c) but for the difference in the value of consideration, the terms of the offer would be the same in relation to all the shares concerned.

(5) For the purposes of subsection (1)(b), even though, in relation to all the shares, or all the shares of a class of shares, to which an offer relates, there is a difference in the form of consideration offered, the terms of the offer are to be regarded as the same in relation to all the shares concerned if
  (a) the law of a place outside Hong Kong precludes an offer of consideration in the form specified in the terms of the offer, or precludes it except after compliance by the offeror with conditions with which the offeror is unable to comply or that the offeror regards as unduly onerous;
  (b) consideration in another form is offered to a person to whom an offer of consideration in the specified form is so precluded;
  (c) the person is able to receive consideration in that other form that is of substantially equivalent value; and
  (d) but for the difference in the form of consideration, the terms of the offer would be the same in relation to all the shares concerned.

(6) Despite subsection (1), a takeover offer may include, among the shares to which it relates, shares that will be allotted after the date of the offer but before a date specified in the offer.

Section:

690

Non-communication etc. does not prevent offer from being takeover offer

(1) Even though an offer to acquire shares is not communicated to a holder of shares, that does not prevent the offer from being a takeover offer for the purposes of this Division if
  (a) no Hong Kong address for the holder is registered in the company's register of members;
  (b) the offer was not communicated to the holder in order not to contravene the law of a place outside Hong Kong; and
  (c) either
    (i) the offer is published in the Gazette; or
    (ii) the offer can be inspected, or a copy of it obtained, at a place in Hong Kong or on a website, and a notice is published in the Gazette specifying the address of that place or website.

(2) It is not to be inferred from subsection (1) that an offer that is not communicated to a holder of shares cannot be a takeover offer for the purposes of this Division unless the conditions specified in paragraphs (a), (b) and (c) of that subsection are satisfied.

(3) Even though it is impossible or more difficult for a person, by reason of the law of a place outside Hong Kong, to accept an offer to acquire shares, that does not prevent the offer from being a takeover offer for the purposes of this Division.

(4) It is not to be inferred from subsection (3) that an offer that is impossible, or more difficult, for certain persons to accept cannot be a takeover offer for the purposes of this Division unless the reason for the impossibility or difficulty is the one mentioned in that subsection.

Section:

691

Shares to which takeover offer relates

(1) For the purposes of this Division, if, after a takeover offer is made but before the end of the offer period, the offeror acquires, or contracts unconditionally to acquire, any of the shares to which the offer relates but does not do so by virtue of acceptances of the offer, those shares are not to be regarded as shares to which the offer relates. This subsection has effect subject to subsection (2).

(2) For the purposes of this Division, those shares are to be regarded as shares to which the takeover offer relates, and the offeror is to be regarded as having acquired or contracted to acquire them by virtue of acceptances of that offer, if
  (a) the value of the consideration for which the shares are acquired, or contracted to be acquired, at the time of the acquisition or contract, does not exceed the value of the consideration specified in the terms of that offer; or
  (b) those terms are subsequently revised so that when the revision is announced, the value of the consideration for which the shares are acquired, or contracted to be acquired, at the time of the acquisition or contract, no longer exceeds the value of the consideration specified in those terms.

(3) For the purposes of this Division, shares that an associate of the offeror, or a nominee on the offeror's behalf, holds, or has contracted, unconditionally or subject to conditions being satisfied, to acquire, whether at the date of the takeover offer or subsequently, are not to be regarded as shares to which that offer relates, even if that offer extends to those shares. This subsection has effect subject to subsection (4).

(4) For the purposes of this Division, where, after a takeover offer is made but before the end of the offer period, an associate of the offeror, or a nominee on the offeror's behalf, acquires, or contracts unconditionally to acquire, any of the shares to which the offer relates, the shares are to be regarded as shares to which the offer relates if
  (a) the value of the consideration for which the shares are acquired, or contracted to be acquired, at the time of the acquisition or contract, does not exceed the value of the consideration specified in the terms of the offer; or
  (b) those terms are subsequently revised so that when the revision is announced, the value of the consideration for which the shares are acquired, or contracted to be acquired, at the time of the acquisition or contract, no longer exceeds the value of the consideration specified in those terms.

Section:

692

Revised offer not to be regarded as fresh offer

For the purposes of this Division, a revision of the terms of an offer to acquire shares is not to be regarded as the making of a fresh offer if
  (a) the terms of the offer make provision for
    (i) their revision; and
    (ii) acceptances on the previous terms to be treated as acceptances on the revised terms; and
  (b) the revision is made in accordance with that provision.

Subdivision:2

“Squeeze-out”

Section:

693

Offeror may give notice to buy out minority shareholders

(1) If, in the case of a takeover offer that does not relate to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire, at least 90% in number of the shares to which the offer relates, the offeror may give notice to the holder of any other shares to which the offer relates that the offeror desires to acquire those shares.

(2) If, in the case of a takeover offer that relates to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire, at least 90% in number of the shares of any class to which the offer relates, the offeror may give notice to the holder of any other shares of that class to which the offer relates that the offeror desires to acquire those shares.

(3) If, in the case of a takeover offer that does not relate to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire, less than 90% in number of the shares to which the offer relates, the offeror may apply to the Court for an order authorizing the offeror to give notice to the holder of any other shares to which the offer relates that the offeror desires to acquire those shares.

(4) If, in the case of a takeover offer that relates to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire, less than 90% in number of the shares of any class to which the offer relates, the offeror may apply to the Court for an order authorizing the offeror to give notice to the holder of any other shares of that class to which the offer relates that the offeror desires to acquire those shares.

(5) The Court may, on application under subsection (3) or (4), make the order if it is satisfied that
  (a) after reasonable enquiry, the offeror has been unable to trace one or more of the persons holding shares to which the takeover offer relates;
  (b) had the person, or all those persons, accepted the takeover offer, the offeror would have, by virtue of acceptances of that offer, acquired, or contracted unconditionally to acquire, at least 90% in number of the shares, or the shares of any class, to which that offer relates; and
  (c) the consideration offered is fair and reasonable.

(6) The Court must not make the order unless it is satisfied that it is just and equitable to do so having regard to all the circumstances and, in particular, to the number of holders of shares who have been traced but who have not accepted the takeover offer.

(7) If the Court makes an order authorizing the offeror to give notice to the holder of any shares, the offeror may give notice to that holder.

Section:

694

Notice to minority shareholders

(1) A notice to a holder of shares under section 693
  (a) must be given in the specified form; and
  (b) must be given to the holder before whichever is the earlier of the following
    (i) the end of the period of 3 months beginning on the day after the end of the offer period of the takeover offer;
    (ii) the end of the period of 6 months beginning on the date of the takeover offer.

(2) The notice must be given to the holder of shares
  (a) by delivering it personally to that holder in Hong Kong;
  (b) by sending it by registered post to that holder to
    (i) an address of that holder in Hong Kong registered in the books of the company; or
    (ii) if there is no such address, an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder; or
  (c) in the manner directed by the Registrar on an application made under subsection (3).

(3) An offeror may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if
  (a) there is no address of the holder in Hong Kong registered in the books of the company; and
  (b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder.

(4) If the takeover offer gives the holder of shares a choice of consideration, the notice
  (a) must give particulars of the choices;
  (b) must state that the holder may, within 2 months after the date of the notice, indicate the holder's choice by a letter sent to the offeror at an address specified in the notice; and
  (c) must state which consideration specified in the offer will apply if the holder does not indicate a choice.

(5) If the takeover offer provides that the holder of shares is to receive shares in or debentures of the offeror, with an option to receive some other consideration to be provided by a third party instead, the offeror may indicate in the notice that the terms of the takeover offer include the option.

(6) If the offeror does not indicate in the notice that the terms of the takeover offer include the option, the offeror may offer in the notice a corresponding option to receive some other consideration to be provided by the offeror.

(7) For the purposes of subsection (5), consideration is to be regarded as being provided by a third party if it is made available to the offeror on terms that it is to be used by the offeror as consideration for the takeover offer.

Section:

695

Offeror’s right to buy out minority shareholders

(1) This section applies if a notice is given under section 693 to the holder of any shares.

(2) Unless the Court makes an order under subsection (3), the offeror is entitled and bound to acquire the shares on the terms of the takeover offer.

(3) The Court may, on application by the holder made within 2 months after the date on which the notice was given, order that
  (a) the offeror is not entitled and bound to acquire the shares; or
  (b) the offeror is entitled and bound to acquire the shares on the terms specified in the order.

(4) For the purposes of subsection (2)
  (a) if the takeover offer falls within section 694(4), the terms of the takeover offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section;
  (b) if the takeover offer falls within section 694(5), the terms of the takeover offer are to be regarded as not including the option unless the offeror indicates otherwise in the notice; and
  (c) if, within 2 months after the date of the notice, the holder of the shares, by a letter sent to the offeror at an address specified in the notice, exercises the corresponding option offered under section 694(6), the terms of the takeover offer are to be regarded as including the corresponding option.

Section:

696

Obligations of offeror with right to buy out minority shareholders

(1) If, by virtue of section 695(2), an offeror is entitled and bound to acquire any shares in a company, the offeror must comply with subsection (3) within 2 months after the date of the notice.

(2) If an application for the purposes of section 695(3) is pending at the end of those 2 months, the offeror must comply with subsection (3) as soon as practicable after the application has been disposed of, unless the Court orders that the offeror is not entitled and bound to acquire the shares.

(3) The offeror
  (a) must send to the company
    (i) a copy of the notice under section 693; and
    (ii) an instrument of transfer of the shares to which the notice relates, executed on behalf of the holder of the shares by a person appointed by the offeror; and
  (b) must pay or transfer to the company the consideration for the shares to which the notice relates.

(4) Subsection (3)(a)(ii) does not require the offeror to send to the company an instrument of transfer of any shares for which a share warrant is for the time being outstanding.

Section:

697

Company must register offeror as shareholder

On receiving an instrument of transfer under section 696(3)(a)(ii), the company must register the offeror as the holder of the shares.

Section:

698

Company must hold consideration paid by offeror on trust

(1) On receiving any consideration under section 696(3)(b) in respect of any shares, the company must hold the consideration on trust for the person who, before the offeror acquired the shares, was entitled to them.

(2) If the consideration consists of any money, the company must deposit the money into a separate interest-bearing bank account.

(3) The company must not pay out or deliver the consideration to any person claiming to be entitled to it unless the person produces to the company
  (a) the share certificate or other evidence of title to the shares; or
  (b) an indemnity to the company's satisfaction.

Section:

699

Provisions supplementary to section 698

(1) This section applies if
  (a) the person entitled to the consideration held on trust under section 698(1) cannot be found;
  (b) the company has made reasonable enquiries at reasonable intervals to find that person; and
  (c) 12 years have elapsed since the consideration was received, or the company is wound up.

(2) The company, or if the company is wound up, the liquidator, must sell
  (a) any consideration other than cash; and
  (b) any benefit other than cash that has accrued from the consideration.

(3) The company, or if the company is wound up, the liquidator, must pay into court a sum representing
  (a) the consideration so far as it is cash;
  (b) the proceeds of any sale under subsection (2); and
  (c) any interest, dividend or other benefit that has accrued from the consideration.

(4) The trust terminates on the payment being made under subsection (3).

(5) The expenses of the following may be paid out of the consideration held on trust
  (a) the enquiries mentioned in subsection (1)(b);
  (b) the sale mentioned in subsection (2);
  (c) the proceedings relating to the payment into court mentioned in subsection (3).

Subdivision:3

“Sell-out”

Section:

700

Offeror may be required to buy out minority shareholders

(1) If, in the case of a takeover offer that does not relate to shares of different classes
  (a) the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire, some but not all of the shares to which the offer relates; and
  (b) at any time before the end of the offer period, the shares in the company controlled by the offeror represent at least 90% in number of the shares in the company, the holder of any shares to which the offer relates who has not accepted the offer before the end of that period may, by a letter addressed to the offeror, require the offeror to acquire those shares.

(2) If, in the case of a takeover offer that relates to shares of different classes
  (a) the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire, some but not all of the shares of any class to which the offer relates; and
  (b) at any time before the end of the offer period, the shares in the company controlled by the offeror represent at least 90% in number of the shares of that class, the holder of any shares of that class to which the offer relates who has not accepted the offer before the end of that period may, by a letter addressed to the offeror, require the offeror to acquire those shares.

(3) Rights given to the holder of any shares by this section to require an offeror to acquire the shares are only exercisable within 3 months after whichever is the later of the following
  (a) the end of the offer period;
  (b) the date of the notice given to the holder under section 701.

(4) If the takeover offer gives the holder of shares a choice of consideration, that holder may indicate the holder's choice in the letter requiring the offeror to acquire the shares.

(5) In this section, a reference to shares controlled by an offeror is a reference to
  (a) shares that are held by the offeror, by an associate of the offeror or by a nominee on the offeror's behalf;
  (b) shares that the offeror has, by virtue of acceptances of the takeover offer, acquired or contracted unconditionally to acquire; or
  (c) other shares that the offeror, an associate of the offeror, or a nominee on the offeror's behalf, has acquired, or has contracted, unconditionally or subject to conditions being satisfied, to acquire.

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