### Companies Ordinance 《公司條例》

235. Terms, conditions and manner of redemption
(1) The directors of a company may determine the terms, conditions and manner of redemption of shares if they are authorized to do so—
(a) by the company’s articles; or
(b) by resolution of the company.
(2) A resolution under subsection (1)(b) may be an ordinary resolution even if it amends the company’s articles.
(3) If the directors are authorized under subsection (1) to determine the terms, conditions and manner of redemption of shares—
(a) they must do so before the shares are allotted; and
(b) any obligation of the company to state in a statement of capital the rights attached to the shares extends to the terms, conditions and manner of redemption.
(4) If the directors are not authorized under subsection (1), the terms, conditions and manner of redemption of shares must be stated in the company’s articles.

236. General power of company to buy back its own shares
(1) Subject to subsections (2) and (3) and Subdivision 6, a company may buy back its own shares in accordance with—
(a) for a listed company, Subdivision 4;
(b) for an unlisted company, Subdivision 5.
(2) A company’s articles may prohibit or restrict a buy-back by the company of its own shares.
(3) A company must not buy back its own shares if, as a result of the buy-back, there would no longer be any member of the company holding shares other than redeemable shares.
(4) A buy-back that contravenes subsection (3) is void.

### Companies Ordinance 《公司條例》

237. Retention and inspection of share buy-back contracts
(1) This section applies to—
(a) a listed company that enters into a contract for the buy-back of its own shares that is authorized under section 240; and
(b) an unlisted company that—
(i) under an authorization under section 244, enters into a contract for the buy-back of its own shares;
(ii) under an authorization under section 247, agrees to a variation of a contract for the buy-back of its own shares;
(iii) under an authorization under section 251, agrees to release its rights under a contract for the buy-back of its own shares; or
(iv) under an authorization under section 254, agrees to a variation of an agreement to release its rights under a contract for the buy-back of its own shares.
(2) The company must keep at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of the contract or agreement if it is in writing; and
(b) if not, a memorandum of its terms.
(3) The copy or memorandum must be kept from the conclusion of the contract or agreement until the end of the period of 10 years beginning on the day on which the buy-back of all the shares under the contract is completed or the day on which the contract otherwise terminates.
(4) Subject to subsection (5), the company must make the copy or memorandum available during business hours for inspection without charge by—
(a) a member of the company; and
(b) any other person, in the case of a listed company.
(5) The company may, by resolution, impose reasonable restrictions on the making available of the copy or memorandum for inspection, as long as not less than 2 hours per day are allowed for inspection.
(6) If a company contravenes subsection (2) or (3), or if an inspection required under subsection (4) is refused, 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.
(7) In the case of a refusal of an inspection required under subsection (4), the Court may by order require the company to permit an immediate inspection.
(8) In this section—
contract (合約) includes a contingent buy-back contract.

### Companies Ordinance 《公司條例》

238. Share buy-back under general offer
(1) A listed company may buy back its own shares under a general offer that is authorized in advance by resolution of the company.
(2) The company must include with the notice of the proposed resolution—
(a) a copy of the document containing the proposed general offer; and
(b) a statement, signed by the directors of the company, containing information that would enable a reasonable person to form a valid and justifiable opinion as to the merits of the offer.
(3) If, under the proposed general offer, a member of the company may be compelled to dispose of the member’s shares under Division 5 of Part 13 (compulsory acquisition after general offer for share buy-back)—
(a) the company must appoint an independent investment adviser to advise members who may be affected by the compulsory disposal on the merits of the offer; and
(b) the resolution authorizing the offer must be a special resolution on which no non-tendering member votes.
(4) A person is eligible for appointment as an investment adviser under subsection (3)(a) only if—
(a) the person is a corporation licensed to carry on, or an authorized financial institution registered for carrying on, a business in advising on securities or advising on corporate finance under Part V of the Securities and Futures Ordinance (Cap. 571); and
(b) the person is neither—
(i) a member, officer, shadow director or employee of the company making the general offer or of an associated company of that company; nor
(ii) an associated company of the company making the general offer.
(5) For the purposes of a special resolution referred to in subsection (3)(b)—
(a) a non-tendering member is to be regarded as voting not only if the non-tendering member votes on a poll on the question whether the resolution should be passed but also if the non-tendering 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.
(6) In this section—
general offer (公開要約) has the meaning given by section 707;
non-tendering member (不售股成員) has the meaning given by section 705.