### Companies Ordinance 《公司條例》

526. Interpretation
For the purposes of this Division—
(a) unless the court directs otherwise, a payment is to be regarded as being made in contravention of section 522 if it is made in contravention of both sections 521 and 522; and
(b) unless the court directs otherwise, a payment is to be regarded as being made in contravention of section 523 if it is made in contravention of both sections 521 and 523.

527. Civil consequences of contravention of section 521
If a payment is made by a company in contravention of section 521—
(a) the payment is held by the recipient in trust for the company; and
(b) any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment.

528. Civil consequences of contravention of section 522
(1) This section applies if a payment is made in connection with a transfer of any undertaking or property of a company, or a subsidiary of a company, in contravention of section 522.
(2) The payment is held by the recipient in trust for the company or subsidiary.
(3) If the payment is made by or on behalf of the company, any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment.
(4) If the payment is made by or on behalf of the subsidiary, any director of the subsidiary who authorized the payment is jointly and severally liable to indemnify the subsidiary for any loss resulting from the payment.

529. Civil consequences of contravention of section 523
(1) This section applies if a payment is made in connection with a transfer of shares in a company, or a subsidiary of a company, resulting from a takeover offer in contravention of section 523.
(2) The payment is held by the recipient in trust for those who have sold their shares as a result of the offer made.
(3) The recipient must bear the expenses in distributing that sum amongst those who have sold their shares.
(4) If the payment is made by or on behalf of the company, any director of the company who authorized the payment is jointly and severally liable to indemnify the company for any loss resulting from the payment.
(5) If the payment is made by or on behalf of the subsidiary, any director of the subsidiary who authorized the payment is jointly and severally liable to indemnify the subsidiary for any loss resulting from the payment.

### Companies Ordinance 《公司條例》

530. Interpretation
(1) In this Division—
director (董事) includes a shadow director.
(2) For the purposes of this Division, a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its directions or instructions.

531. Service contract
(1) In this Division, a reference to a service contract of a director of a company—
(a) is a reference to a contract under which—
(i) the director undertakes personally to perform services, as director or otherwise, for the company or for a subsidiary of the company; or
(ii) services that the director undertakes personally to perform, as director or otherwise, are to be made available by a third party to the company or to a subsidiary of the company; and
(b) includes the terms of a person’s appointment as director of the company.
(2) In this Division, a reference to a service contract of a director of a company is not restricted to a contract for the performance of services outside the scope of a director’s ordinary duties as director.

### Companies Ordinance 《公司條例》

532. Prescribed approval of members
(1) In this Division, a reference to the prescribed approval of the members of a company is a reference to an approval obtained by a resolution of those members—
(a) that is passed before the company agrees to the provision; and
(b) in respect of which the requirements specified in subsection (2) are met.
(2) The requirements specified for the purposes of subsection (1)(b) are—
(a) that, in the case of a written resolution, a memorandum setting out the proposed service contract (incorporating the provision in question) is sent to every member at or before the time at which the proposed resolution is sent to the member; or
(b) that, in the case of a resolution passed at a general meeting—
(i) a memorandum setting out the proposed service contract (incorporating the provision in question) is sent to every member together with the notice convening the meeting; and
(ii) if the company is a public company, the resolution is passed after disregarding every vote in favour of the resolution by a member specified in subsection (4).
(3) Subject to any provision of the company’s articles, any accidental omission to send the memorandum to a member is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met.
(4) The member specified for the purposes of subsection (2)(b)(ii) is—
(a) one who is the director with whom the service contract is proposed to be entered into; or
(b) one who holds any shares in the company in trust for that director.
(5) Subsection (2)(b)(ii) does not prevent a member specified in subsection (4) from attending, being counted towards the quorum for, or taking part in the proceedings at, any meeting at which the decision is considered.
(6) For the purposes of subsection (1)(a), it is irrelevant whether the resolution is passed before, on or after the commencement date# of this Division.
Editorial Note:
# Commencement date: 3 March 2014.

533. Preservation of effect of members’ unanimous consent
(1) If, under section 534(1), any provision must not be agreed to without the prescribed approval of a company’s members, that section does not prohibit the provision from being agreed to with the unanimous consent of those members given before it is agreed to.
(2) For the purposes of subsection (1), it is irrelevant whether the unanimous consent is given before, on or after the commencement date# of this Division.
Editorial Note:
# Commencement date: 3 March 2014.