### Companies Ordinance 《公司條例》

303. Successive distributions
(1) This section applies if—
(a) a company proposes to make a distribution pursuant to determinations made by reference to financial items as stated in any financial statements; and
(b) the company—
(i) has made one or more prior distributions pursuant to determinations made by reference to financial items as stated in the financial statements; or
(ii) since the financial statements were prepared, has given financial assistance specified in subsection (3) or has made a payment specified in subsection (4).
(2) Section 302 applies for the purpose of determining the amount of the proposed distribution that may be made without contravening section 297, 298 or 299, or a prohibition or restriction in that section as modified under section 300, as if the amount of the proposed distribution were increased by the amount of the prior distributions, financial assistance and other payments.
(3) The financial assistance is—
(a) financial assistance that is given by the company out of its distributable profits; or
(b) financial assistance—
(i) that is given by the company in contravention of Division 5 of Part 5; and
(ii) the giving of which reduces the company’s net assets or increases its net liabilities.
(4) The payment is—
(a) a payment made by the company in respect of the buy-back by the company of shares in itself (except a payment lawfully made otherwise than out of distributable profits); or
(b) a payment made by the company of any description specified in section 257(5) (except a payment lawfully made otherwise than out of distributable profits).
(5) In this section—
liabilities (負債) has the meaning given by section 274(1);
net assets (淨資產), in relation to a company that gives any financial assistance, means the amount by which the aggregate of the company’s assets exceeds the aggregate of its liabilities (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given);
net liabilities (淨負債), in relation to a company that gives any financial assistance, means the amount by which the aggregate of the company’s liabilities exceeds the aggregate of its assets (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given).

### Companies Ordinance 《公司條例》

304. Last annual financial statements specified for purposes of section 302
(1) Subject to sections 305 and 306, the financial statements specified for the purposes of section 302 are the financial statements prepared by the directors for the previous financial year, in relation to which subsections (2), (3), (4), (5) and (6) are complied with.
(2) The financial statements must—
(a) have been laid before the company in general meeting under section 429(1); or
(b) have been sent to every member under section 430(3).
(3) The financial statements must—
(a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9; or
(b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9, except only in relation to the matters that are not material for the purpose specified in subsection (8).
(4) The company’s auditor must have prepared a report on the financial statements under section 405.
(5) If, in the auditor’s report, the auditor has not given an unqualified opinion to the effect that the financial statements have been properly prepared in compliance with this Ordinance, the auditor must have given a written statement as to whether, in the auditor’s opinion, the matter in respect of which the report is qualified is material for the purpose specified in subsection (8).
(6) A written statement under subsection (5)—
(a) may be made at the time of the report or subsequently; and
(b) must be laid before the company in general meeting or sent to every member to whom the auditor’s report is sent under section 430(3).
(7) A written statement under subsection (5) is sufficient for the purpose of a distribution to which it relates and that has been proposed. If such a written statement relates to distributions of any particular description, the statement is also sufficient for the purpose of a distribution included in those distributions, even though the distribution has not been proposed at the time of the statement.
(8) The purpose specified for subsections (3) and (5) is the purpose of determining, by reference to the financial items as stated in the financial statements, whether the distribution would be made in contravention of section 297, 298 or 299, or a prohibition or restriction in that section as modified under section 300.

### Companies Ordinance 《公司條例》

305. Interim financial statements specified for purposes of section 302
(1) This section applies where the distribution would be made in contravention of section 297, 298 or 299, or a prohibition or restriction in that section as modified under section 300, if the amount of distribution that may be made were determined by reference to the financial items as stated in the financial statements specified in section 304.
(2) The financial statements specified for the purposes of section 302 are the company’s financial statements—
(a) in the case of a listed company—
(i) that is necessary to enable a reasonable judgement to be made as to the amounts of the financial items; and
(ii) in relation to which subsections (3), (5) and (6) are complied with; or
(b) in the case of any other company, that is necessary to enable a reasonable judgement to be made as to the amounts of the financial items.
(3) Subject to subsection (4), the financial statements must—
(a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9; or
(b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9, except only in relation to the matters that are not material for the purpose of determining, by reference to the financial items as stated in the financial statements, whether the distribution would be made in contravention of section 297, 298 or 299, or a prohibition or restriction in that section as modified under section 300.
(4) The requirement under subsection (3) for any financial statements to be properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 has effect subject to any modification that is necessary for applying that requirement to the financial statements prepared otherwise than for a financial year.
(5) A statement of financial position that forms part of the financial statements—
(a) must be approved by the directors;
(b) must be signed by 2 directors on the directors’ behalf; and
(c) must state the name of the directors who signed the statement on the directors’ behalf.
(6) A copy of the financial statements must have been delivered to the Registrar for registration.