### Companies Ordinance 《公司條例》

262. Inspection of special resolution and solvency statement
(1) The company must ensure that the special resolution for payment out of capital and the solvency statement made in relation to it are kept at its registered office or at a place prescribed by regulations made under section 657 for the period—
(a) beginning on the day on which the company—
(i) publishes the notice under section 261(1); or
(ii) if earlier, first publishes the notice or gives notice to creditors under section 261(3); and
(b) ending 5 weeks after the date of the special resolution.
(2) The company must permit a member or creditor of the company to inspect the special resolution and solvency statement without charge during business hours in that period.
(3) If the company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.
(4) If the company contravenes subsection (2), the Court may by order require the company to permit an immediate inspection.

263. Application to Court by members or creditors
(1) Subject to subsection (2), a member or creditor of the company may apply to the Court, within 5 weeks after the date of the special resolution for payment out of capital, for cancellation of the resolution.
(2) A member who consented to or voted in favour of the special resolution is not entitled to apply.
(3) An application may be made on behalf of the persons entitled to apply by any one or more of them appointed in writing by all of them.
(4) If an application is made under this section—
(a) the applicant must, as soon as possible, serve the application on the company; and
(b) the company must give the Registrar notice in the specified form of the application within 7 days after the day on which the application is served on the company.
(5) If the company contravenes subsection (4)(b), 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.

264. Power of Court to adjourn proceedings
(1) The Court may adjourn proceedings on an application under section 263 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members or dissentient creditors.
(2) The Court may give any directions and make any orders it thinks expedient for facilitating or carrying into effect any such arrangement.

### Companies Ordinance 《公司條例》

265. Power of Court to confirm or cancel special resolution
(1) On an application under section 263, the Court must make an order confirming or cancelling the special resolution for payment out of capital, and may do so on any terms and conditions it thinks fit.
(2) If the Court confirms the special resolution, it may by order alter or extend any date or period of time specified—
(a) in the special resolution; or
(b) in any provision of this Division applying to the special resolution, the payment out of capital or the redemption or buy-back.
(3) If the Court thinks fit, the order may—
(a) provide for the company to buy back the shares of any of its members and for the reduction accordingly of the company’s share capital;
(b) provide for the protection of the interests of members or creditors of the company;
(c) make any alteration to the company’s articles that may be required as a consequence;
(d) require the company not to make any, or any specified, alteration to its articles.
(4) If the order of the Court requires the company not to make any, or any specified, alteration to its articles, the company does not have power to make any such alteration without leave of the Court.
(5) The powers of the Court under this section do not limit its powers under section 264.

266. Company to deliver copy of order of Court to Registrar
(1) Within 15 days after the making of an order by the Court under section 265, or within any longer period ordered by the Court, the company must deliver an office copy of the order to the Registrar for registration.
(2) If the company contravenes subsection (1), 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》

267. General prohibition on acquisition of own shares
(1) Except as provided by this Ordinance, a company must not acquire its own shares, whether by redemption, buy-back, subscription or otherwise.
(2) If a company contravenes subsection (1), an offence is committed by—
(a) the company;
(b) every responsible person of the company; and
(c) every non-tendering member of the company (as defined by section 705) who knowingly permits the contravention.
(3) A person who commits an offence under subsection (2) is liable—
(a) on conviction on indictment to a fine of $1,250,000 and to imprisonment for 5 years; or
(b) on summary conviction to a fine of $150,000 and to imprisonment for 12 months.
(4) Subject to section 236(4) and Division 2 of Part 14 (remedies for unfair prejudice to members’ interests), a redemption or buy-back of shares by a company under this Division is not void only because of a failure to comply with this Division.

268. No redemption or buy-back of unpaid or partly-paid shares
A company must not redeem or buy back its own shares unless they are fully paid.

269. Effect of redemption or buy-back
(1) Shares redeemed or bought back under this Division are to be regarded as cancelled on redemption or buy-back.
(2) On redemption or buy-back of its own shares, a company must—
(a) reduce the amount of its share capital if the shares were redeemed or bought back out of capital;
(b) reduce the amount of its profits if the shares were redeemed or bought back out of profits; or
(c) reduce the amount of its share capital and profits proportionately if the shares were redeemed or bought back out of both capital and profits,

by the total amount of the price paid by the company for the shares.