### Companies Ordinance 《公司條例》

508. Exception for expenditure in connection with investigation or regulatory action
(1) If the condition specified in subsection (2) is satisfied, a company is not prohibited by section 500, 501, 502 or 503 from entering into any transaction—
(a) to provide a director of the company or of a holding company of the company with funds to meet expenditure incurred or to be incurred by the director in putting up a defence in an investigation, or against any action taken or proposed to be taken, by a regulatory authority in connection with any alleged misconduct by the director in relation to the company or an associated company of the company; or
(b) to enable such a director to avoid incurring such expenditure.
(2) The condition is that the transaction in question is entered into on the terms—
(a) that the funds are to be repaid, or any liability of the company incurred in relation to that transaction is to be discharged, if the director is found in the investigation or action to have committed the misconduct; and
(b) that the funds are to be so repaid, or such liability is to be so discharged, not later than the date when the finding becomes final.
(3) For the purposes of subsection (2)—
(a) a finding subject to review—
(i) if no application for review has been made, becomes final at the end of the period for making an application for review; or
(ii) if an application for review has been made, becomes final when the review, or any further review, is disposed of;
(b) a finding subject to appeal—
(i) if not appealed against, becomes final at the end of the period for bringing an appeal; or
(ii) if appealed against, becomes final when the appeal, or any further appeal, is disposed of; and
(c) a finding not subject to review or appeal becomes final when it is made.
(4) For the purposes of subsection (3)(a)(ii) or (b)(ii), a review or appeal is disposed of if—
(a) it is determined, and the period for bringing any further review or appeal has ended; or
(b) it is abandoned or otherwise ceases to have effect.
(5) In this section—
misconduct (不當行為) means negligence, default, breach of duty or breach of trust.

### Companies Ordinance 《公司條例》

510. Exception for leasing goods and land etc.
(1) If the conditions specified in subsection (2) are satisfied, a company is not prohibited by section 500, 501, 502 or 503 from leasing or hiring goods or leasing land to—
(a) a director of the company or of a holding company of the company;
(b) a body corporate controlled by such a director; or
(c) an entity connected with such a director.
(2) The conditions are—
(a) that, at the time the transaction in question is entered into, the total exposure amount does not exceed 10% of—
(i) the value of the company’s net assets as determined by reference to the relevant financial statements of the company; or
(ii) if no such relevant financial statements have been prepared, the amount of the company’s called-up share capital; and
(b) that the terms of the transaction in question are not more favourable than what is reasonable to expect the company to have offered, if the goods had been leased or hired, or the land had been leased, on the open market, to a person unconnected with the company.
(3) In this section, a reference to the relevant financial statements of a company is—
(a) a reference to the company’s annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430; or
(b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date# of section 430, a reference to the company’s accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance.
Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

511. Exception for transaction entered into in ordinary course of business
(1) A company is not prohibited by section 500, 501 or 502 from making a loan or quasi-loan, or giving a guarantee or providing security in connection with a loan or quasi-loan, if—
(a) the company’s ordinary business includes the making of loans or quasi-loans, or the giving of guarantees or provision of securities in connection with loans or quasi-loans (as the case may be);
(b) the loan, quasi-loan, guarantee or security is made, given or provided by the company in the ordinary course of its business; and
(c) the amount of the loan or quasi-loan, guarantee or security is not greater, and the terms of it are not more favourable, than what is reasonable to expect the company to have offered to a person of the same financial standing but unconnected with the company.
(2) A company is not prohibited by section 503 from entering into a credit transaction, or giving a guarantee or providing security in connection with a credit transaction, if—
(a) the company’s ordinary business includes the entering into of credit transactions, or the giving of guarantees or provision of securities in connection with credit transactions (as the case may be);
(b) the credit transaction, guarantee or security is entered into, given or provided by the company in the ordinary course of its business; and
(c) the amount of the credit transaction, guarantee or security is not greater, and the terms of it are not more favourable, than what is reasonable to expect the company to have offered to a person of the same financial standing but unconnected with the company.

512. Exception for intra-group transaction
If a company is a member of a group of companies, the company is not prohibited by section 500, 501, 502 or 503 from—
(a) making a loan or quasi-loan to, or entering into a credit transaction as creditor for, a body corporate that is a member of the group; or
(b) giving a guarantee or providing security in connection with—
(i) a loan or quasi-loan made by any person to such a body corporate; or
(ii) a credit transaction entered into by any person as creditor for such a body corporate.

### Companies Ordinance 《公司條例》

514. Affirmation of contravening transaction or arrangement
(1) Despite section 513, a transaction or arrangement may no longer be avoided under that section if, within a reasonable period after it is entered into, the transaction or arrangement is affirmed.
(2) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the company’s members, the affirmation of the transaction or arrangement must be obtained by a resolution of the company’s members.
(3) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the holding company’s members, the affirmation of the transaction or arrangement must be obtained by a resolution of the holding company’s members.
(4) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the company’s members and the prescribed approval of the holding company’s members, the affirmation of the transaction or arrangement must be obtained—
(a) by a resolution of the company’s members; and
(b) by a resolution of the holding company’s members.
(5) Subsections (2), (3) and (4) do not affect the validity of a company’s or holding company’s decision to affirm a transaction or arrangement if it is taken by unanimous consent of the company’s or holding company’s members.