### Companies Ordinance 《公司條例》

499. Preservation of effect of members’ unanimous consent
(1) If, under a provision of this Division, a transaction or arrangement must not be entered into without the prescribed approval of a company’s members, the provision does not prohibit the transaction or arrangement from being entered into with the unanimous consent of those members given before it is entered into.
(2) If, under a provision of this Division, a transaction or arrangement may be entered into with only the prescribed approval of a company’s members, the provision does not preclude the transaction or arrangement from being entered into with the unanimous consent of those members given before it is entered into.
(3) For the purposes of subsection (1) or (2), it is irrelevant whether the unanimous consent is given before, on or after the commencement date# of this Division.
Editorial Note:
# Commencement date: 3 March 2014.

500. Company must not make loan etc. to director or body corporate controlled by director
(1) Without the prescribed approval of its members, a company must not—
(a) make a loan to—
(i) a director of the company; or
(ii) a body corporate controlled by such a director; or
(b) give a guarantee or provide security in connection with a loan made by any person to—
(i) a director of the company; or
(ii) a body corporate controlled by such a director.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members, a company must not—
(a) make a loan to—
(i) a director of a holding company of the company; or
(ii) a body corporate controlled by such a director; or
(b) give a guarantee or provide security in connection with a loan made by any person to—
(i) a director of a holding company of the company; or
(ii) a body corporate controlled by such a director.
(3) Despite subsection (2)—
(a) a company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
(b) a company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.

### Companies Ordinance 《公司條例》

501. Specified company must not make quasi-loan etc. to director
(1) Without the prescribed approval of its members, a specified company must not—
(a) make a quasi-loan to a director of the company; or
(b) give a guarantee or provide security in connection with a quasi-loan made by any person to such a director.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members, a specified company must not—
(a) make a quasi-loan to a director of a holding company of the company; or
(b) give a guarantee or provide security in connection with a quasi-loan made by any person to such a director.
(3) Despite subsection (2)—
(a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
(b) a specified company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.

502. Specified company must not make loan or quasi-loan etc. to connected entity
(1) Without the prescribed approval of its members, a specified company must not—
(a) make a loan or quasi-loan to an entity connected with a director of the company; or
(b) give a guarantee or provide security in connection with a loan or quasi-loan made by any person to an entity connected with such a director.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members, a specified company must not—
(a) make a loan or quasi-loan to an entity connected with a director of a holding company of the company; or
(b) give a guarantee or provide security in connection with a loan or quasi-loan made by any person to an entity connected with such a director.
(3) Despite subsection (2)—
(a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
(b) a specified company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.

### Companies Ordinance 《公司條例》

503. Specified company must not enter into credit transaction etc. as creditor for director or connected entity
(1) Without the prescribed approval of its members, a specified company must not—
(a) enter into a credit transaction as creditor for—
(i) a director of the company; or
(ii) an entity connected with such a director; or
(b) give a guarantee or provide security in connection with a credit transaction entered into by any person as creditor for such a director or an entity connected with such a director.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members, a specified company must not—
(a) enter into a credit transaction as creditor for—
(i) a director of a holding company of the company; or
(ii) an entity connected with such a director; or
(b) give a guarantee or provide security in connection with a credit transaction entered into by any person as creditor for such a director or an entity connected with such a director.
(3) Despite subsection (2)—
(a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
(b) a specified company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.

### Companies Ordinance 《公司條例》

507. Exception for expenditure on defending proceedings etc.
(1) If the condition specified in subsection (2) is satisfied, a company is not prohibited by section 500, 501, 502 or 503 from entering into any transaction—
(a) to provide a director of the company or of a holding company of the company with funds to meet expenditure incurred or to be incurred by the director—
(i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the company or an associated company of the company; or
(ii) in connection with an application for relief under section 358 of the predecessor Ordinance or section 903 or 904; or
(b) to enable such a director to avoid incurring such expenditure.
(2) The condition is that the transaction in question is entered into on the terms—
(a) that the funds are to be repaid, or any liability of the company incurred in relation to that transaction is to be discharged, if—
(i) the director is convicted in the proceedings;
(ii) judgment is given against the director in the proceedings; or
(iii) the court refuses to grant the director relief on the application; and
(b) that the funds are to be so repaid, or such liability is to be so discharged, not later than the date when the conviction, judgment or refusal of relief becomes final.
(3) For the purposes of subsection (2), a conviction, judgment or refusal of relief—
(a) if not appealed against, becomes final at the end of the period for bringing an appeal; or
(b) if appealed against, becomes final when the appeal, or any further appeal, is disposed of.
(4) For the purposes of subsection (3)(b), an appeal is disposed of if—
(a) it is determined, and the period for bringing any further appeal has ended; or
(b) it is abandoned or otherwise ceases to have effect.