### Companies Ordinance 《公司條例》

483. Written record of decision of sole director of private company
(1) If a private company has only one director and the director takes any decision that—
(a) may be taken in a meeting of directors; and
(b) has effect as if agreed in a meeting of directors, 

the director must (unless that decision is taken by way of a resolution in writing) provide the company with a written record of that decision within 7 days after the decision is made.
(2) If the director provides the company with a written record of a decision in accordance with subsection (1), that record is sufficient evidence of the decision having been taken by the director.
(3) A company must keep a written record provided to the company in accordance with subsection (1) for at least 10 years from the date of the decision.
(4) A director who contravenes subsection (1) commits an offence.
(5) If a company contravenes subsection (3), the company, and every responsible person of the company, commit an offence.
(6) A person who commits an offence under subsection (4) is liable to a fine at level 3.
(7) A person who commits an offence under subsection (5) 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.
(8) A contravention of subsection (1) by a director does not affect the validity of any decision mentioned in that subsection.

484. Interpretation
(1) In this Division—
child (子女) includes a step-child, an illegitimate child and a child adopted in any manner recognized by the law of Hong Kong;
cohabitation relationship (同居關係) means a relationship between 2 persons (whether of the same sex or of the opposite sex) who live together as a couple in an intimate relationship;
director (董事) includes a shadow director.
(2) In this Division, a reference to a minor child is a reference to a child who is under 18 years of age.

485. Circumstances constituting contravention
In this Part, a reference to circumstances constituting a contravention includes, in the case of a transaction or arrangement that, but for any fact or circumstances, would not be prohibited because of Subdivision 3 of Division 2, the fact or circumstances.

### Companies Ordinance 《公司條例》

486. Connected entity
(1) In this Part, a reference to an entity connected with a director or former director of a company is a reference to—
(a) a member of the director’s or former director’s family;
(b) a person who is in a cohabitation relationship with the director or former director;
(c) a minor child of a person falling within paragraph (b) who—
(i) is not a child of the director or former director; and
(ii) lives with the director or former director;
(d) a body corporate with which the director or former director is associated;
(e) a person acting in the capacity as trustee of a specified trust, other than a trust for the purpose of an employee share scheme or a pension scheme; or
(f) a person acting in the capacity as partner of—
(i) the director or former director;
(ii) the spouse of the director or former director;
(iii) a minor child of the director or former director; or
(iv) another person who, by virtue of paragraph (e), is an entity connected with the director or former director.
(2) For the purposes of subsection (1)(e), a trust is a specified trust—
(a) if the beneficiaries of the trust include—
(i) the director or former director;
(ii) the spouse of the director or former director; or
(iii) a minor child of the director or former director; or
(b) if—
(i) the terms of the trust give a power to the trustees that may be exercised for the benefit of—
(A) the director or former director;
(B) the spouse of the director or former director; or
(C) a minor child of the director or former director; and
(ii) the director or former director knows that the director or former director, or the spouse or child, is an object of the power.
(3) In this section—
employee share scheme (僱員參股計劃) means a scheme for encouraging or facilitating the holding of shares in a company by or for the benefit of—
(a) persons employed or formerly employed in good faith by that company or another company in the same group of companies; or
(b) the spouses, widows, widowers or minor children of persons referred to in paragraph (a);

partner (合夥人), in relation to another person, means a person who is a partner of that other person in a partnership within the meaning of the Partnership Ordinance (Cap. 38).

487. Family member of director or former director
In this Part, a reference to a member of a director’s or former director’s family is a reference to—
(a) the spouse of the director or former director;
(b) a child of the director or former director; or
(c) a parent of the director or former director.

### Companies Ordinance 《公司條例》

488. Director or former director associated with body corporate
(1) For the purposes of this Part, a director or former director is associated with a body corporate if—
(a) the director or former director, or any one or more of the entities specified in subsection (3), or the director or former director together with any one or more of those specified entities, are entitled to exercise, or control the exercise of, more than 30% of the voting power at any general meeting of that body corporate; or
(b) the directors, or a majority of the directors, of that body corporate are accustomed to act in accordance with the directions or instructions of—
(i) the director or former director; or
(ii) an entity connected with the director or former director.
(2) In this section, a reference to voting power the exercise of which is controlled by a director or former director, or by an entity specified in subsection (3), includes voting power the exercise of which is controlled by another body corporate if the director or former director, or any one or more of the specified entities, or the director or former director together with any one or more of the specified entities, are entitled to exercise, or control the exercise of, more than 50% of the voting power at any general meeting of that other body corporate.
(3) The entity specified for the purposes of subsections (1) and (2) is—
(a) the spouse of the director or former director;
(b) a minor child of the director or former director; or
(c) a person who, by virtue of section 486(1)(e), is an entity connected with the director or former director.

489. Company subject to more than one prohibition
(1) If a company is prohibited by more than one provision of this Part from doing something without the approval of the members of the company, or of the members of a holding company of the company, specified in each provision, the company is prohibited from doing the thing without all those approvals.
(2) Subsection (1) does not require a separate resolution for the purposes of each of the provisions.

490. Application to transaction or arrangement despite its governing law
For the purposes of this Part, it is immaterial whether or not the law (apart from this Ordinance) that governs a transaction or arrangement is the law of Hong Kong.