### Companies Ordinance 《公司條例》

255. Resolution authorizing variation of release: disclosure of details of variation
(1) This section applies in relation to a special resolution to confer, vary, revoke or renew the authorization for a variation agreement under section 254.
(2) A copy of the proposed variation agreement (if it is in writing) or a memorandum giving details of the proposed variation agreement (if it is not) must be made available to members—
(a) in the case of a written resolution, by being sent to every member of the company at or before the time when the proposed resolution is sent to them; or
(b) in the case of a resolution proposed at a meeting, by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657, for a period of not less than 15 days ending on the date of the meeting; and
(ii) at the meeting.
(3) There must also be made available to members in accordance with subsection (2) a copy of the original release agreement or memorandum, together with any variations previously made.
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed variation agreement relates.
(5) A copy of a proposed variation agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed variation agreement.
(6) The special resolution is not effective if the requirements of this section are not complied with.

### Companies Ordinance 《公司條例》

256. Resolution authorizing variation of release: exercise of voting rights
(1) This section applies to a special resolution to confer, vary, revoke or renew the authorization for a variation agreement under section 254.
(2) If the special resolution is proposed as a written resolution, a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares.
(3) If the special resolution is proposed at a meeting, the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares; and
(b) the resolution would not have been passed if the member had not done so.
(4) For the purposes of subsection (3)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member.
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused.

### Companies Ordinance 《公司條例》

257. Payment for redemption or buy-back
(1) If a company redeems or buys back its own shares, the shares must be paid for on redemption or buy-back.
(2) Subject to subsections (3) and (4), a company may make a payment in respect of a redemption or buy-back of its own shares—
(a) out of the company’s distributable profits;
(b) out of the proceeds of a fresh issue of shares made for the purpose of the redemption or buy-back; or
(c) out of capital in accordance with this Subdivision.
(3) A listed company must not make a payment out of capital in respect of a buy-back of its own shares on a recognized stock market or on an approved stock exchange under section 239.
(4) Subject to subsection (3), a payment referred to in subsection (5) may be made by a company only—
(a) out of the company’s distributable profits; or
(b) out of capital in accordance with this Subdivision.
(5) Subsection (4) applies to a payment by a company in consideration of any of the following—
(a) the company acquiring any right with respect to the buy-back of its own shares under Subdivision 4 or 5;
(b) the variation of a contract authorized under Subdivision 5; or
(c) the release, or variation of the release, of any of the company’s obligations with respect to the buy-back of any of its own shares under Subdivision 4 or 5.

258. Special resolution for payment out of capital
(1) Subject to section 257(3), a company may make a payment out of capital in respect of the redemption or buy-back of its own shares by special resolution in accordance with this Subdivision.
(2) Subject to section 263, the payment out of capital and the redemption or buy-back must be made no earlier than 5 weeks and no later than 7 weeks after the date of the special resolution.

259. Solvency statement for payment out of capital
(1) All directors of the company must make a solvency statement that complies with Division 2 in relation to the payment out of capital.
(2) The special resolution for payment out of capital must be passed within 15 days after the date of the solvency statement.
(3) If the special resolution is proposed as a written resolution, a copy of the solvency statement must be sent to every member of the company at or before the time when the proposed resolution is sent to them.
(4) If the special resolution is proposed at a meeting, a copy of the solvency statement must be made available for inspection by members at the meeting.
(5) The special resolution is not effective if subsection (3) or (4) (as applicable) is not complied with.

### Companies Ordinance 《公司條例》

260. Special resolution: exercise of voting rights
(1) If the special resolution for payment out of capital is proposed as a written resolution, a member of the company holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares.
(2) If the special resolution for payment out of capital is proposed at a meeting, the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares; and
(b) the resolution would not have been passed if the member had not done so.
(3) For the purposes of subsection (2)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member.
(4) The special resolution is not effective if a demand for a poll referred to in subsection (3)(b) is refused.
(5) This section does not apply to a buy-back by a listed company under a general offer in accordance with section 238.