### Companies Ordinance 《公司條例》

270. Return of share redemption or buy-back
(1) A company that redeems or buys back any shares under this Division must, within 15 days after the date on which the shares are delivered to the company, deliver a return to the Registrar for registration.
(2) The return—
(a) must be in the specified form;
(b) must state, for the shares of each class redeemed or bought back—
(i) the number of shares; and
(ii) the date on which they were delivered to the company;
(c) must include a statement of capital, as at the time immediately after the redemption or buy-back, that complies with section 201;
(d) in the case of a listed company, must also state, for the shares of each class redeemed or bought back—
(i) the maximum and minimum prices paid in respect of the shares; and
(ii) the aggregate amount paid by the company for the shares; and
(e) in the case of a redemption or buy-back financed by a payment out of capital, must also state particulars of the payment including the date and amount of the payment.
(3) Details of shares delivered to the company on different dates and under different contracts may be included in a single return. If this is done, the amount required to be stated under subsection (2)(d)(ii) is the aggregate amount paid by the company for all the shares to which the return relates.
(4) 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 6 and, in the case of a continuing offence, to a further fine of $2,000 for each day during which the offence continues.

271. Effect of company’s failure to redeem or buy back
(1) This section applies if, under this Division, a company—
(a) issues redeemable shares; or
(b) agrees to buy back any of its own shares.
(2) The company is not liable in damages for any failure on its part to redeem or buy back any of the shares.
(3) Subsection (2) is without prejudice to any right of the holder of the shares other than the right to sue the company for damages for the failure.
(4) A court must not grant an order for specific performance of the terms of the redemption or buy-back if the company shows that it is unable to make a payment in respect of the redemption or buy-back out of distributable profits.

### Companies Ordinance 《公司條例》

272. Effect on winding up of company’s failure to redeem or buy back
(1) This section applies if—
(a) a company—
(i) issues redeemable shares under this Division; or
(ii) agrees to buy back any of its own shares under this Division;
(b) the company is wound up; and
(c) at the commencement of the winding up any of those shares have not been redeemed or bought back.
(2) The terms of the redemption or buy-back may be enforced against the company.
(3) Subsection (2) does not apply if—
(a) the terms of the redemption or buy-back provided for the redemption or buy-back to take place at a date later than that of the commencement of the winding up; or
(b) during the period—
(i) beginning on the day on which the redemption or buy-back was to have taken place; and
(ii) ending on the commencement of the winding up, 

the company could not at any time have lawfully made a payment in respect of the redemption or buy-back out of distributable profits.
(4) Shares are to be regarded as cancelled when they are redeemed or bought back under subsection (2).
(5) The following must be paid in priority to any amount that the company is liable under subsection (2) to pay in respect of any shares—
(a) all other debts and liabilities of the company (other than any due to members in their capacity as such); and
(b) if other shares carry rights (whether as to capital or income) that are preferred to the rights as to capital attaching to those shares, any amount due in satisfaction of those preferred rights.
(6) Subject to subsection (5), any amount payable under subsection (2) must be paid in priority to any amounts due to members in satisfaction of their rights (whether as to capital or income) as members.
(7) If, under section 264A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), a creditor of a company is entitled to payment of any interest only after payment of all other debts of the company, the company’s debts and liabilities for the purposes of subsection (5) include the liability to pay that interest.

273. Power to modify by regulation
(1) The Chief Executive in Council may make regulations modifying any of the provisions of this Division with respect to—
(a) the authorization required for a company to buy back its own shares;
(b) the authorization required for the release by a company of its rights under a contract for the buy-back of its own shares, including a contingent buy-back contract; and
(c) the information to be included in a return by a company to the Registrar in relation to a share redemption or buy-back.
(2) Regulations made under this section are subject to the approval of the Legislative Council.

### Companies Ordinance 《公司條例》

274. Interpretation
(1) In this Division—
financial assistance (資助) means—
(a) financial assistance given by way of gift;
(b) financial assistance given—
(i) by way of guarantee, security or indemnity (other than an indemnity in respect of the indemnifier’s own neglect or default); or
(ii) by way of release or waiver;
(c) financial assistance given—
(i) by way of a loan or any other agreement under which any of the obligations of the person giving the assistance are to be fulfilled at a time when in accordance with the agreement any obligation of another party to the agreement remains unfulfilled; or
(ii) by way of the novation of, or the assignment of rights arising under, a loan or other agreement referred to in subparagraph (i); or
(d) any other financial assistance given by a company if—
(i) the net assets of the company are reduced to a material extent by the giving of the assistance; or
(ii) the company has no net assets;

liabilities (負債) includes any amount retained as reasonably necessary for the purpose of providing for any liability or loss that is—
(a) likely to be incurred; or
(b) certain to be incurred but uncertain as to the amount or as to the date on which it will arise;

net assets (淨資產) of a company that gives any financial assistance under this Division, means the amount by which the aggregate of the company’s assets exceeds the aggregate of its liabilities (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given).
(2) In this Division—
(a) a reference to a person incurring a liability includes the person changing their financial position by making an agreement or arrangement (whether enforceable or unenforceable, and whether made on the person’s own account or with any other person) or by any other means; and
(b) a reference to a company giving financial assistance for the purpose of reducing or discharging a liability incurred by a person for the purpose of the acquisition of shares includes the company giving financial assistance for the purpose of wholly or partly restoring the person’s financial position to what it was before the acquisition took place.