### Companies Ordinance 《公司條例》

730. Provisions supplementary to section 729
(1) The Court may grant an interim injunction or interim damages, or both, on the terms and conditions that it thinks fit pending the determination of an application under section 729(1) or (2).
(2) The Court may discharge or vary an injunction granted under subsection (1) or section 729(1) or (2).

731. Interpretation
In this Division—
misconduct (不當行為) means fraud, negligence, breach of duty, or default in compliance with any Ordinance or rule of law;
proceedings (法律程序) means any proceedings (other than criminal proceedings) within the jurisdiction of any court.

732. Member of company or of associated company may bring or intervene in proceedings
(1) If misconduct is committed against a company, a member of the company or of an associated company of the company may, with the leave of the Court granted under section 733, bring proceedings in respect of the misconduct before the court on behalf of the company.
(2) If, because of misconduct committed against the company, a company fails to bring proceedings in respect of any matter, a member of the company or of an associated company of the company may, with the leave of the Court granted under section 733, bring proceedings in respect of the matter before the court on behalf of the company.
(3) If, because of misconduct committed against the company, a company fails to diligently continue, discontinue or defend proceedings, a member of the company or of an associated company of the company may, with the leave of the Court granted under section 733, intervene in the proceedings before the court for the purpose of continuing, discontinuing or defending those proceedings on behalf of the company.
(4) The cause of action in relation to the proceedings under subsection (1) or (2) is vested in the company. Any of those proceedings must be brought in the name of, and the relief (if any) must be sought on behalf of, the company.
(5) The right to continue, discontinue or defend any proceedings intervened in under subsection (3) is vested in, and the relief (if any) must be sought on behalf of, the company.
(6) Subject to section 736, this Division does not affect any common law right of a member of a company, or a member of an associated company of a company, to bring proceedings on behalf of the company, or intervene in any proceedings to which the company is a party.
(7) This section does not prevent a member of a company, or of an associated company of a company, from bringing proceedings in respect of the company, or intervening in any proceedings to which the company is a party, on the member’s own behalf in respect of any personal right.

### Companies Ordinance 《公司條例》

733. Leave of Court to bring or intervene in proceedings
(1) On application by a member of a company or of an associated company of a company, the Court may grant leave for the purposes of section 732(1), (2) or (3) if it is satisfied that—
(a) on the face of the application, it appears to be in the company’s interests that leave be granted to the member;
(b) in the case of—
(i) an application for leave to bring proceedings under section 732(1) or (2), there is a serious question to be tried and the company has not itself brought the proceedings; or
(ii) an application for leave to intervene in proceedings under section 732(3), the company has not diligently continued, discontinued or defended the proceedings; and
(c) except where leave is granted by the Court under subsection (5), the member has served a written notice on the company in accordance with subsection (3), and the notice complies with subsection (4).
(2) The Court may refuse to grant leave if it is satisfied that—
(a) in the case of an application for leave to bring proceedings under section 732(1) or (2), the member has, in the exercise of any common law right, brought proceedings on behalf of the company in respect of the same cause or matter; or
(b) in the case of an application for leave to intervene in proceedings under section 732(3), the member has, in the exercise of any common law right, intervened in the proceedings in question to which the company is a party.
(3) The written notice must be served on the company, at least 14 days before the member applies for leave in respect of the company—
(a) in the case of a company as defined by section 2(1), by leaving the notice at, or by sending the notice by post to, its registered office; or
(b) in the case of a non-Hong Kong company, in a manner that the notice is sufficiently served on the company by virtue of section 803.
(4) The written notice must state—
(a) the member’s intention to apply for leave for the purposes of section 732(1), (2) or (3) in respect of the company; and
(b) the reasons for that intention.
(5) The Court may grant leave to dispense with the service of a written notice for the purposes of subsection (1)(c).

### Companies Ordinance 《公司條例》

734. Approval or ratification of conduct does not bar derivative action
(1) If a company’s members approve or ratify any conduct, the approval or ratification—
(a) does not prevent a member of the company, or of an associated company of the company, from—
(i) bringing proceedings under section 732(1) or (2);
(ii) intervening in proceedings under section 732(3); or
(iii) applying for leave for the purposes of section 732(1), (2) or (3);
(b) is not a ground for the Court to refuse to grant leave for the purposes of section 732(1), (2) or (3); and
(c) is not a ground for any court to determine the proceedings brought or intervened in by the member in favour of the defendant.
(2) Despite subsection (1), the court may, after having regard to the matters specified in subsection (3), take the approval or ratification into account in deciding what judgment or order to make in respect of—
(a) any proceedings brought or intervened in under section 732(1), (2) or (3); or
(b) an application for leave for the purposes of section 732(1), (2) or (3).
(3) The matters are—
(a) whether the members were acting for proper purposes, having regard to the company’s interests, when they approved or ratified the conduct;
(b) to what extent those members were connected with the conduct, when they approved or ratified the conduct; and
(c) how well-informed about the conduct those members were, when they decided whether or not to approve or ratify the conduct.

735. No discontinuance or settlement of proceedings without leave of Court
If proceedings are brought or intervened in under section 732(1), (2) or (3), the proceedings may only be discontinued or settled with the leave of the Court.

### Companies Ordinance 《公司條例》

736. Court may dismiss derivative proceedings brought by member under common law etc.
(1) This section applies if—
(a) after the Court grants leave to a member of a company, or of an associated company of a company, for the purposes of section 732(1) or (2), the member, in the exercise of any common law right, brings proceedings on behalf of the company in respect of the same cause or matter; or
(b) after the Court grants leave to a member of a company, or of an associated company of a company, for the purposes of section 732(3), the member, in the exercise of any common law right, intervenes in the proceedings in question to which the company is a party.
(2) The Court may—
(a) order to be amended any pleading or the indorsement of any writ in the proceedings brought under the common law, or in the intervention under the common law;
(b) order to be struck out such pleading or that indorsement, or anything in such pleading or that indorsement; and
(c) order the proceedings brought under the common law, or the intervention under the common law, to be stayed or dismissed or judgment to be entered accordingly.
(3) This section is in addition to, and does not derogate from, any power of the Court given by the law.