### Companies Ordinance 《公司條例》

708. Non-communication etc. does not prevent offer from being general offer
(1) Even though an offer to buy back shares is not communicated to a holder of shares, that does not prevent the offer from being a general offer for the purposes of this Division if—
(a) no Hong Kong address for the holder is registered in the repurchasing company’s register of members;
(b) the offer was not communicated to the holder in order not to contravene the law of a place outside Hong Kong; and
(c) either—
(i) the offer is published in the Gazette; or
(ii) the offer can be inspected, or a copy of it obtained, at a place in Hong Kong or on a website, and a notice is published in the Gazette specifying the address of that place or website.
(2) It is not to be inferred from subsection (1) that an offer that is not communicated to a holder of shares cannot be a general offer for the purposes of this Division unless the conditions specified in paragraphs (a), (b) and (c) of that subsection are satisfied.
(3) Even though it is impossible or more difficult for a person, by reason of the law of a place outside Hong Kong, to accept an offer to buy back shares, that does not prevent the offer from being a general offer for the purposes of this Division.
(4) It is not to be inferred from subsection (3) that an offer that is impossible, or more difficult, for certain persons to accept cannot be a general offer for the purposes of this Division unless the reason for the impossibility or difficulty is the one mentioned in that subsection.

### Companies Ordinance 《公司條例》

709. Shares to which general offer relates
(1) For the purposes of this Division, if, after a general offer is made but before the end of the offer period, the repurchasing company buys back, or contracts unconditionally to buy back, any of the shares to which the offer relates but does not do so by virtue of acceptances of the offer, those shares are not to be regarded as shares to which the offer relates. This subsection has effect subject to subsection (2).
(2) For the purposes of this Division, those shares are to be regarded as shares to which the general offer relates, and the repurchasing company is to be regarded as having bought them back or contracted to buy them back by virtue of acceptances of that offer, if—
(a) the value of the consideration for which the shares are bought back, or contracted to be bought back, at the time of the buy-back or contract, does not exceed the value of the consideration specified in the terms of that offer; or
(b) those terms are subsequently revised so that when the revision is announced, the value of the consideration for which the shares are bought back, or contracted to be bought back, at the time of the buy-back or contract, no longer exceeds the value of the consideration specified in those terms.
(3) For the purposes of this Division, shares that an associate of the repurchasing company, or a nominee on the repurchasing company’s behalf, holds, or has contracted, unconditionally or subject to conditions being satisfied, to buy back, whether at the date of the general offer or subsequently, are not to be regarded as shares to which that offer relates, even if that offer extends to those shares. This subsection has effect subject to subsection (4).
(4) For the purposes of this Division, where, after a general offer is made but before the end of the offer period, an associate of the repurchasing company, or a nominee on the repurchasing company’s behalf, buys back, or contracts unconditionally to buy back, any of the shares to which the offer relates, the shares are to be regarded as shares to which the offer relates if—
(a) the value of the consideration for which the shares are bought back, or contracted to be bought back, at the time of the buy-back or contract, does not exceed the value of the consideration specified in the terms of the offer; or
(b) those terms are subsequently revised so that when the revision is announced, the value of the consideration for which the shares are bought back, or contracted to be bought back, at the time of the buy-back or contract, no longer exceeds the value of the consideration specified in those terms.
(5) For the purposes of this Division, the shares held by a non-tendering member are not to be regarded as shares to which the general offer relates, even if that offer extends to those shares.

### Companies Ordinance 《公司條例》

710. Revised offer not to be regarded as fresh offer
For the purposes of this Division, a revision of the terms of an offer to buy back shares is not to be regarded as the making of a fresh offer if—
(a) the terms of the offer make provision for—
(i) their revision; and
(ii) acceptances on the previous terms to be treated as acceptances on the revised terms; and
(b) the revision is made in accordance with that provision.

711. Member may give notice that member will not tender shares for buy-back under general offer
(1) A member of a repurchasing company may, on or before the date on which notice of an authorizing meeting of the company is given, give notice to every other member of the company that the member will not tender any shares held by the member to be bought back by the company under the general offer.
(2) A non-tendering member is not entitled to tender any shares held by the member to be bought back by the repurchasing company under the general offer even if that offer extends to those shares.
(3) In this section—
authorizing meeting (授權會議), in relation to a repurchasing company, means a meeting of the company called for the purpose of authorizing a general offer that the company intends to make.

### Companies Ordinance 《公司條例》

713. Notice to minority shareholders
(1) A notice to a holder of shares under section 712—
(a) must be given in the specified form; and
(b) must be given to the holder before whichever is the earlier of the following—
(i) the end of the period of 3 months beginning on the day after the end of the offer period of the general offer;
(ii) the end of the period of 6 months beginning on the date of the general offer.
(2) The notice must be given to the holder of shares—
(a) by delivering it personally to that holder in Hong Kong;
(b) by sending it by registered post to that holder to—
(i) an address of that holder in Hong Kong registered in the books of the company; or
(ii) if there is no such address, an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder; or
(c) in the manner directed by the Registrar on an application made under subsection (3).
(3) The repurchasing company may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if—
(a) there is no address of the holder in Hong Kong registered in the books of the company; and
(b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder.
(4) If the general offer gives the holder of shares a choice of consideration, the notice—
(a) must give particulars of the choices;
(b) must state that the holder may, within 2 months after the date of the notice, indicate the holder’s choice by a letter sent to the repurchasing company at an address specified in the notice; and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice.

714. Repurchasing company’s right to buy out minority shareholders
(1) This section applies if a notice is given under section 712 to the holder of any shares.
(2) Unless the Court makes an order under subsection (3), the repurchasing company is entitled and bound to buy back the shares on the terms of the general offer.
(3) The Court may, on application by the holder made within 2 months after the date on which the notice was given, order that—
(a) the repurchasing company is not entitled and bound to buy back the shares; or
(b) the repurchasing company is entitled and bound to buy back the shares on the terms specified in the order.
(4) For the purposes of subsection (2), if the general offer falls within section 713(4), the terms of the general offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section.