### Companies Ordinance 《公司條例》

283. Financial assistance not exceeding 5% of shareholders funds
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) the directors resolve, before the assistance is given, that—
(i) the company should give the assistance;
(ii) giving the assistance is in the best interests of the company; and
(iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the company;
(b) on the same day that the directors pass the resolution, the directors who vote in favour of it make a solvency statement that complies with Division 2 in relation to the giving of the assistance;
(c) the aggregate amount of the assistance and any other financial assistance given under this section that has not been repaid does not exceed 5% of the paid up share capital and reserves of the company (as disclosed in the most recent audited financial statements of the company); and
(d) the assistance is given not more than 12 months after the day on which the solvency statement is made under paragraph (b).
(2) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to the matters referred to in subsection (1)(a)(i), (ii) and (iii).
(3) A reference in subsection (1)(c) to any other financial assistance given under this section that has not been repaid includes the amount of any financial assistance given in the form of a guarantee or security for which the company remains liable at the time the financial assistance in question is given.
(4) Within 15 days after giving financial assistance under this section, the company must send to each member of the company a copy of the solvency statement made under subsection (1)(b) and a notice containing the following information—
(a) the class and number of shares in respect of which the assistance was given;
(b) the consideration paid or payable for those shares;
(c) the name of the person receiving the assistance and, if a different person, the name of the beneficial owner of those shares;
(d) the nature, the terms and the amount of the assistance.
(5) If the company contravenes subsection (4), 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.

### Companies Ordinance 《公司條例》

284. Financial assistance with approval of all members
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) the directors resolve, before the assistance is given, that—
(i) the company should give the assistance;
(ii) giving the assistance is in the best interests of the company; and
(iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the company;
(b) on the same day that the directors pass the resolution, the directors who vote in favour of it make a solvency statement that complies with Division 2 in relation to the giving of the assistance;
(c) the giving of the assistance is approved by written resolution of all members of the company before the assistance is given; and
(d) the assistance is given not more than 12 months after the day on which the solvency statement is made under paragraph (b).
(2) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to the matters referred to in subsection (1)(a)(i), (ii) and (iii).

### Companies Ordinance 《公司條例》

285. Financial assistance by ordinary resolution
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) the directors resolve, before the assistance is given, that—
(i) the company should give the assistance;
(ii) giving the assistance is in the best interests of the company and is of benefit to those members of the company not receiving the assistance; and
(iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the company and to those members not receiving the assistance;
(b) on the same day that the directors pass the resolution, the directors who vote in favour of it make a solvency statement that complies with Division 2 in relation to the giving of the assistance;
(c) the company sends to each member of the company a copy of the solvency statement made under paragraph (b) and a notice containing the following information—
(i) the nature and terms of the assistance and the name of the person to whom it will be given;
(ii) if it will be given to a nominee for another person, the name of that other person;
(iii) the text of the resolution of the directors;
(iv) any further information and explanation that would be necessary for a reasonable member to understand the nature of the assistance and the implications of giving it for the company and the members;
(d) the giving of the assistance is approved by resolution of the company before the assistance is given; and
(e) the assistance is given—
(i) not less than 28 days after the day on which the resolution is passed under paragraph (d); and
(ii) not more than 12 months after the day on which the solvency statement is made under paragraph (b).
(2) The notice and copy of the solvency statement must be sent to each member under subsection (1)(c) at least 14 days before the day on which the resolution under subsection (1)(d) is proposed and may accompany notice of the meeting at which the resolution will be proposed.
(3) Despite subsection (1)(e)(i), if an application is made to the Court under section 286 in relation to the giving of financial assistance under this section, the financial assistance must not be given until the application is finally determined, unless the Court orders otherwise.
(4) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to the matters referred to in subsection (1)(a)(i), (ii) and (iii).