### Companies Ordinance 《公司條例》

219. Inspection of special resolution and solvency statement
(1) The company must ensure that the special resolution for reduction of share capital and the solvency statement made in relation to it are kept at its registered office or at a place prescribed by regulations made under section 657 for the period—
(a) beginning on the day on which the company—
(i) publishes the notice under section 218(1); or
(ii) if earlier, first publishes the notice or gives notice to creditors under section 218(3); and
(b) ending 5 weeks after the date of the special resolution.
(2) The company must permit a member or creditor of the company to inspect the special resolution and solvency statement without charge during business hours in that period.
(3) If the company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.
(4) If the company contravenes subsection (2), the Court may by order require the company to permit an immediate inspection.

220. Application to Court by members or creditors
(1) Subject to subsection (2), a member or creditor of the company may apply to the Court, within 5 weeks after the date of the special resolution for reduction of share capital, for cancellation of the resolution.
(2) A member who consented to or voted in favour of the special resolution is not entitled to apply.
(3) An application may be made on behalf of the persons entitled to apply by any one or more of them appointed in writing by all of them.
(4) If an application is made under this section—
(a) the applicant must, as soon as possible, serve the application on the company; and
(b) the company must give the Registrar notice in the specified form of the application within 7 days after the day on which the application is served on the company.
(5) If the company contravenes subsection (4)(b), 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.

221. Power of Court to adjourn proceedings
(1) The Court may adjourn proceedings on an application under section 220 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members or dissentient creditors.
(2) The Court may give any directions and make any orders it thinks expedient for facilitating or carrying into effect any such arrangement.

### Companies Ordinance 《公司條例》

222. Power of Court to confirm or cancel special resolution
(1) On an application under section 220, the Court must make an order confirming or cancelling the special resolution for reduction of share capital, and may do so on any terms and conditions it thinks fit.
(2) If the Court confirms the special resolution, it may by order alter or extend any date or period of time specified—
(a) in the special resolution; or
(b) in any provision of this Division applying to the special resolution or the reduction of share capital.
(3) If the Court thinks fit, the order may—
(a) provide for the company to buy back the shares of any of its members and for the reduction accordingly of the company’s share capital;
(b) provide for the protection of the interests of members or creditors of the company;
(c) make any alteration to the company’s articles that may be required as a consequence;
(d) require the company not to make any, or any specified, alteration to its articles.
(4) If the order of the Court requires the company not to make any, or any specified, alteration to its articles, the company does not have power to make any such alteration without leave of the Court.
(5) The powers of the Court under this section do not limit its powers under section 221.

223. Company to deliver copy of order of Court to Registrar
(1) Within 15 days after the making of an order by the Court under section 222, or within any longer period ordered by the Court, the company must deliver an office copy of the order to the Registrar for registration.
(2) 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 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

224. Registration of return if no application to Court
(1) If—
(a) no application is made under section 220 in respect of the special resolution for reduction of share capital; and
(b) the company delivers a return that complies with subsection (2) to the Registrar no earlier than 5 weeks and no later than 7 weeks after the date of the special resolution,

the Registrar must register the return.

Note—Under section 215(2), the special resolution and the reduction of share capital take effect when the return is registered by the Registrar.(2) The return—
(a) must be in the specified form;
(b) must contain particulars of the reduction of share capital; and
(c) must include a statement of capital, as at the time immediately after the reduction of share capital, that complies with section 201.

### Companies Ordinance 《公司條例》

225. Registration of return if application to Court
(1) If—
(a) an application is made under section 220 in respect of the special resolution for reduction of share capital;
(b) either—
(i) the Court makes an order under section 222 confirming the special resolution; or
(ii) the proceedings on the application are ended without determination by the Court (for example, by the withdrawal of the application); and
(c) the company delivers to the Registrar a return that complies with subsection (2)—
(i) within 15 days after the making of the order, or within any longer period ordered by the Court; or
(ii) within 15 days after the proceedings are ended without determination by the Court or, if there are more than one such proceedings, the last of them are so ended,

the Registrar must register the return.

Note—Under section 215(2), the special resolution and the reduction of share capital take effect when the return is registered by the Registrar.(2) The return—
(a) must be in the specified form;
(b) must contain particulars of the reduction of share capital; and
(c) must include a statement of capital, as at the time immediately after the reduction of share capital, that complies with section 201.

226. Special resolution and application to Court for confirmation of reduction of share capital
(1) A company may pass a special resolution for reduction of share capital under this Subdivision and apply by petition to the Court for an order confirming the reduction.
(2) Unless the Court directs otherwise, section 227 (creditors entitled to object to reduction of share capital) applies if the proposed reduction of share capital involves either—
(a) the diminution of liability in respect of unpaid share capital; or
(b) the payment to a shareholder of any paid-up share capital.
(3) The Court may direct that section 227 is not to apply to any class or classes of creditors if the Court thinks it proper to do so, having regard to any special circumstances of the case.
(4) The Court may direct that section 227 is to apply in any other case.