### Companies Ordinance 《公司條例》

715. Obligations of repurchasing company with right to buy out minority shareholders
(1) If, by virtue of section 714(2), a repurchasing company is entitled and bound to buy back any shares in the company, the company must comply with section 716 within 2 months after the date of the notice.
(2) If an application for the purposes of section 714(3) is pending at the end of those 2 months, the repurchasing company must comply with section 716 as soon as practicable after the application has been disposed of.

716. Repurchasing company must pay for shares to which notice relates
(1) The repurchasing company must pay the consideration for any shares to which the notice under section 712 relates to the holder of the shares if that holder produces to the repurchasing company—
(a) the share certificate or other evidence of title to the shares; or
(b) an indemnity to the repurchasing company’s satisfaction.
(2) The repurchasing company must cancel any other shares to which the notice under section 712 relates and deposit the consideration for those shares into a separate interest-bearing bank account.
(3) The repurchasing company must hold any consideration deposited into a bank account under subsection (2) on trust for the person who, before the company bought back the shares, was entitled to them.
(4) The repurchasing company must not pay out or deliver the consideration to any person claiming to be entitled to it unless the person produces to the repurchasing company—
(a) the share certificate or other evidence of title to the shares; or
(b) an indemnity to the repurchasing company’s satisfaction.

### Companies Ordinance 《公司條例》

717. Provisions supplementary to section 716
(1) This section applies if—
(a) the person entitled to the consideration held on trust under section 716(3) cannot be found;
(b) the repurchasing 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 repurchasing company is wound up.
(2) The repurchasing company, or if the repurchasing company is wound up, the liquidator or provisional liquidator, must sell—
(a) any consideration other than cash; and
(b) any benefit other than cash that has accrued from the consideration.
(3) The repurchasing company, or if the repurchasing company is wound up, the liquidator or provisional 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》

719. Repurchasing company must notify minority shareholders of right to be bought out
(1) If the holder of any shares is entitled under section 718 to require a repurchasing company to buy back the shares, the repurchasing company 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 repurchasing company has given the holder a notice under section 712 that it desires to buy back the shares.
(3) A repurchasing company that contravenes subsection (1) commits an offence and is liable to a fine at level 5.

720. Notice to minority shareholders
(1) A notice to a holder of shares under section 719—
(a) must be given in the specified form; and
(b) must be given to the holder within one month after the first day on which the holder of the shares is entitled under section 718 to require the repurchasing company to buy back those shares.
(2) If the notice is given before the end of the offer period of the general offer, it must state that the offer is still open for acceptance.
(3) 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 (4).
(4) A repurchasing company 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.
(5) If the general 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 indicate the holder’s choice in the letter requiring the repurchasing company to buy back any shares under section 718; and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice.
(6) If subsection (1), (2), (3) or (5) is contravened, the repurchasing company commits an offence and is liable to a fine at level 4.

### Companies Ordinance 《公司條例》

721. Minority shareholders’ right to be bought out by repurchasing company
(1) This section applies if the holder of any shares requires the repurchasing company to buy back the shares under section 718.
(2) Unless the Court makes an order under subsection (3), the repurchasing company is entitled and bound to buy back the shares on the terms of the general offer or on other terms as agreed between that holder and the repurchasing company.
(3) The Court may, on application by the holder or repurchasing company, order that the repurchasing company is entitled and bound to buy back the shares on the terms specified in the order.
(4) For the purposes of subsection (2), if the general offer falls within section 720(5), the terms of the general offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section.

722. Interpretation
(1) In this Part—
company (公司) includes a non-Hong Kong company.
(2) In this Part, 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.

723. Interpretation
(1) In this Division, a reference to a member of a company includes—
(a) the personal representative of a person who, immediately before the person’s death, was a member of the company; and
(b) a trustee of, or a person beneficially interested in, the shares of the company by virtue of the will or intestacy of another person who, immediately before that other person’s death, was a member of the company.
(2) In this Division, a reference to a past member of a company includes the personal representative of a person who, immediately before the person’s death, was a past member of the company.
(3) For the purposes of this Division, a person is not a past member of a company unless—
(a) the person was, but is no longer, a member of the company; and
(b) the person ceased to be such a member on or after 15 July 2005.