### Companies Ordinance 《公司條例》

247. Variation of authorized contract
(1) An unlisted company may agree to a variation of a contract authorized under section 244 if the variation agreement is authorized in advance by special resolution.
(2) The authorization for a variation agreement may be varied, revoked or from time to time renewed by special resolution.
(3) A special resolution conferring, varying, revoking or renewing the authorization for a variation agreement is subject to sections 248 and 249.

248. Resolution authorizing variation: disclosure of details of variation
(1) This section applies in relation to a special resolution to confer, vary, revoke or renew the authorization for a variation agreement under section 247.
(2) A copy of the proposed variation agreement (if it is in writing) or a memorandum giving details of the proposed variation agreement (if it is not) must be made available to members—
(a) in the case of a written resolution, by being sent to every member of the company at or before the time when the proposed resolution is sent to them; or
(b) in the case of a resolution proposed at a meeting, by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657, for a period of not less than 15 days ending on the date of the meeting; and
(ii) at the meeting.
(3) There must also be made available to members in accordance with subsection (2) a copy of the original contract or memorandum, together with any variations previously made.
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed variation agreement relates.
(5) A copy of a proposed variation agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed variation agreement.
(6) The special resolution is not effective if the requirements of this section are not complied with.

### Companies Ordinance 《公司條例》

249. Resolution authorizing variation: exercise of voting rights
(1) This section applies to a special resolution to confer, vary, revoke or renew the authorization for a variation agreement under section 247.
(2) If the special resolution is proposed as a written resolution, a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares.
(3) If the special resolution is proposed at a meeting, the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares; and
(b) the resolution would not have been passed if the member had not done so.
(4) For the purposes of subsection (3)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member.
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused.

250. No assignment of right to buy back own shares
The rights of an unlisted company under a contract authorized under section 244 (as varied from time to time under section 247) are not capable of being assigned.

251. Release of right to buy back own shares
(1) An agreement by an unlisted company to release its rights under a contract authorized under section 244 (as varied from time to time under section 247) is void unless the terms of the release agreement are authorized in advance by special resolution.
(2) The authorization for a release agreement may be varied, revoked or from time to time renewed by special resolution.
(3) A special resolution conferring, varying, revoking or renewing the authorization for a release agreement is subject to sections 252 and 253.

### Companies Ordinance 《公司條例》

252. Resolution authorizing release: disclosure of details of release
(1) This section applies in relation to a special resolution to confer, vary, revoke or renew the authorization for a release agreement under section 251.
(2) A copy of the proposed release agreement (if it is in writing) or a memorandum giving details of the proposed release agreement (if it is not) must be made available to members—
(a) in the case of a written resolution, by being sent to every member of the company at or before the time when the proposed resolution is sent to them; or
(b) in the case of a resolution proposed at a meeting, by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657, for a period of not less than 15 days ending on the date of the meeting; and
(ii) at the meeting.
(3) There must also be made available to members in accordance with subsection (2) a copy of the original contract or memorandum, together with any variations previously made.
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed release agreement relates.
(5) A copy of a proposed release agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed release agreement.
(6) The special resolution is not effective if the requirements of this section are not complied with.

### Companies Ordinance 《公司條例》

253. Resolution authorizing release: exercise of voting rights
(1) This section applies to a special resolution to confer, vary, revoke or renew the authorization for a release agreement under section 251.
(2) If the special resolution is proposed as a written resolution, a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares.
(3) If the special resolution is proposed at a meeting, the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares; and
(b) the resolution would not have been passed if the member had not done so.
(4) For the purposes of subsection (3)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member.
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused.

254. Variation of release of right to buy back own shares
(1) An unlisted company may agree to a variation of a release agreement authorized under section 251 if the variation agreement is authorized in advance by special resolution.
(2) The authorization for a variation agreement may be varied, revoked or from time to time renewed by special resolution.
(3) A special resolution conferring, varying, revoking or renewing the authorization for a variation agreement is subject to sections 255 and 256.