### Companies Ordinance 《公司條例》

286. Application to Court for restraining order
(1) Within 28 days after the day on which a resolution for the giving of financial assistance is passed under section 285(1)(d), an application to the Court for an order restraining the giving of financial assistance may be made—
(a) if the company is limited by shares, by members representing at least 5% of the total voting rights of holders of shares in the company; or
(b) in any other case, by members representing at least 5% of the members of the company.
(2) Despite subsection (1), a member who consented to or voted in favour of the resolution is not entitled to apply.
(3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed in writing by all of them.
(4) An application under this section may be made only on the ground that—
(a) the giving of the assistance is neither—
(i) in the best interests of the company; nor
(ii) of benefit to those members of the company not receiving the assistance; or
(b) the terms and conditions under which the assistance is to be given are not fair and reasonable to—
(i) the company; and
(ii) those members not receiving the assistance.
(5) 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.
(6) If the company contravenes subsection (5)(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.

287. Power of Court to adjourn application
(1) The Court may adjourn proceedings on an application under section 286 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members.
(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》

288. Power of Court to confirm or restrain giving of financial assistance
(1) On an application under section 286, the Court must make an order confirming or restraining the giving of financial assistance, and may do so on any terms and conditions it thinks fit.
(2) If the Court confirms the giving of financial assistance, it may by order alter or extend any date or period of time specified—
(a) in the directors’ resolution under section 285(1)(a) or the resolution of the company under section 285(1)(d); or
(b) in any provision of this Division applying to the giving of financial assistance.
(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) make any alteration to the company’s articles that may be required as a consequence;
(c) 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 287.

289. 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 288, 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.

### Companies Ordinance 《公司條例》

290. Interpretation
(1) In this Part—

called up share capital (已催繳股本), in relation to a company, means so much of its share capital as equals the aggregate amount of the calls made on its shares (whether or not those calls have been paid), together with—
(a) any share capital paid up without being called; and
(b) any share capital to be paid on a specified future date under the articles, the terms of allotment of the relevant shares, or any other arrangements for payment of those shares,
and uncalled share capital (未催繳股本) is to be read accordingly;

capitalization (資本化), in relation to a company’s profits, means any of the following operations (whenever carried out)—
(a) applying the profits in wholly or partly paying up unissued shares in the company to be allotted to members of the company as fully or partly paid bonus shares;
(b) transferring the profits to share capital;

distribution (分派) means every description of distribution of a company’s assets to its members, whether in cash or otherwise, except distribution by way of—
(a) an issue of shares as fully or partly paid bonus shares;
(b) a redemption or buy-back of any shares in the company out of capital (including the proceeds of any fresh issue of shares), or out of unrealized profits, in accordance with Division 4 of Part 5;
(c) a reduction of share capital by extinguishing or reducing any member’s liability on any of the company’s shares in respect of share capital not paid up, or by repaying paid up share capital;
(d) a distribution of assets to the members on the company’s winding up; or
(e) financial assistance given by the company to a member under section 283, 284 or 285;

financial assistance (資助) has the meaning given by section 274(1);

financial items (財務項目) means all of the following—
(a) profits, losses, assets and liabilities;
(b) provisions;
(c) share capital and reserves (including undistributable reserves);

net assets (淨資產), in relation to a company, means the aggregate of the company’s assets less the aggregate of its liabilities;

undistributable reserves (不可分派的儲備), in relation to a company, means—
(a) subject to subsection (2), the amount by which the company’s accumulated, unrealized profits, so far as not previously utilized by capitalization, exceeds its accumulated, unrealized losses, so far as not previously written off in a reduction or reorganization of capital; or
(b) any other reserve that the company is prohibited from distributing by an Ordinance (other than this Part) or by its articles.

(2) In paragraph (a) of the definition of undistributable reserves 

### Companies Ordinance 《公司條例》

291. Realized profits and losses
(1) In this Part, a reference to realized profits or realized losses of a company is a reference to those profits or losses of the company that are regarded as realized profits or realized losses for the purpose of any financial statements prepared by the directors in accordance with principles generally accepted, at the time when the financial statements are prepared, with respect to the determination for accounting purposes of realized profits or realized losses.
(2) Subsection (1) does not affect any specific provision (whether in an Ordinance or otherwise) under which profits or losses of any description are regarded as realized.
(3) If, after making all reasonable enquiries, a company’s directors are unable to determine whether or not a particular profit or loss made before 1 September 1991 is realized, they may treat the profit as realized, and the loss as unrealized, for the purposes of this Part.