### Companies Ordinance 《公司條例》

724. When Court may order remedies
(1) The Court may exercise the power under section 725(1)(a) and (2) if, on a petition by a member of a company, it considers that—
(a) the company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of the members generally or of one or more members (including the member); or
(b) an actual or proposed act or omission of the company (including one done or made on behalf of the company) is or would be so prejudicial.
(2) The Court may exercise the power under section 725(1)(b) and (2) if, on a petition by the Financial Secretary under section 879(3), it considers that—
(a) a company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of the members generally or of one or more members; or
(b) an actual or proposed act or omission of a company (including one done or made on behalf of the company) is or would be so prejudicial.
(3) The Court may exercise the power under section 725(4) if, on a petition by a past member of a company, it considers that at the time when the past member was a member of the company—
(a) the company’s affairs were conducted in a manner unfairly prejudicial to the interests of the members at that time generally or of one or more members at that time (including the past member); or
(b) an actual act or omission of the company (including one done or made on behalf of the company) was so prejudicial.

### Companies Ordinance 《公司條例》

726. Alteration of articles by order of Court
(1) This section applies if a company’s articles are altered by an order under section 725.
(2) The alteration has the same effect, and this Ordinance applies to the articles, as if the alteration were made by a resolution of the company.
(3) Despite anything in this Ordinance, the company has no power, without the leave of the Court, to alter the articles in a way that is inconsistent with the order.
(4) Within 15 days after the order is made, the company must deliver an office copy of the order to the Registrar for registration.
(5) If a company contravenes subsection (4), 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.

727. Chief Justice may make rules
(1) Subject to the approval of the Legislative Council, the Chief Justice may make rules—
(a) for regulating proceedings under this Division; and
(b) for prescribing fees payable in respect of such proceedings.
(2) If the rules empower a person to put a question to another person, they may also provide that that other person’s reply to the question may be used in evidence against that other person.
(3) The rules may empower the Court—
(a) to fix any fee payable in respect of such proceedings that is not prescribed by the rules; and
(b) to vary the fee so fixed.
(4) The rules may provide that a fee payable to a person in respect of such proceedings is recoverable as a debt due to the person.
(5) A fee may be prescribed by the rules, or fixed or varied by the Court under the rules, by reference to a scale of fees and percentages.
(6) A fee may be so prescribed, fixed or varied without reference to the amount of administrative or other costs incurred or likely to be incurred in relation to such proceedings.
(7) A fee so prescribed, fixed or varied is not invalid by reason only of the amount of the fee.

### Companies Ordinance 《公司條例》

729. Court may order remedies
(1) The Court may, on application by a member or creditor of the company whose interests have been, are or would be affected by the conduct or by the refusal or failure, do any or all of the following—
(a) grant an injunction, on the terms that the Court thinks fit—
(i) in the case of section 728(1)(a) or (2), restraining the person from engaging in the conduct or requiring the person to do any act or thing; or
(ii) in the case of section 728(1)(b) or (3), requiring the person to do any act or thing;
(b) order the person to pay damages to any other person;
(c) declare any contract to be void or voidable to the extent specified in the order.
(2) The Court may, on application by the Financial Secretary under section 879(4) or (5), do any or all of the following—
(a) grant an injunction, on the terms that the Court thinks fit—
(i) in the case of section 728(1)(a) or (2), restraining the person from engaging in the conduct or requiring the person to do any act or thing; or
(ii) in the case of section 728(1)(b) or (3), requiring the person to do any act or thing;
(b) order the person to pay damages to any other person;
(c) declare any contract to be void or voidable to the extent specified in the order.
(3) The Court may grant an injunction under subsection (1)(a)(i) or (2)(a)(i) restraining a person from engaging in a conduct—
(a) whether or not it appears to the Court that the person intends to engage again, or to continue to engage, in the conduct;
(b) whether or not the person has previously engaged in the conduct; and
(c) whether or not there is an imminent danger of substantial damage to any other person if the person engages in the conduct.
(4) The Court may grant an injunction under subsection (1)(a) or (2)(a) requiring a person to do an act or thing—
(a) whether or not it appears to the Court that the person intends to refuse or fail again, or to continue to refuse or fail, to do the act or thing;
(b) whether or not the person has previously refused or failed to do the act or thing; and
(c) whether or not there is an imminent danger of substantial damage to any other person if the person refuses or fails to do the act or thing.
(5) To avoid doubt, a person is not entitled to recover, by way of damages under subsection (1)(b) or (2)(b), any loss that solely reflects the loss suffered by the company that only the company is entitled to recover under the common law.