### Companies Ordinance 《公司條例》

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.

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.

### Companies Ordinance 《公司條例》

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.

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.

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).

### Companies Ordinance 《公司條例》

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 of that class controlled by the offeror represent at least 90% in number of the shares of that class, (Amended 35 of 2018 s. 71)

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.

### Companies Ordinance 《公司條例》

701. Offeror must notify minority shareholders of right to be bought out
(1) If the holder of any shares is entitled under section 700 to require an offeror to acquire the shares, the offeror must give notice to the holder of—
(a) the holder’s rights under that section; and
(b) the period within which those rights are exercisable.
(2) Subsection (1) does not apply if the offeror has given the holder a notice under section 693 that the offeror desires to acquire the shares.
(3) An offeror who contravenes subsection (1) commits an offence and is liable to a fine at level 5.