### Companies Ordinance 《公司條例》

192. Notifying Registrar of variation
(1) If the rights of any class of members of a company that does not have a share capital are varied, the company must deliver to the Registrar for registration, within one month after the date on which the variation takes effect—
(a) a copy of the resolution or other document that authorized the variation; and
(b) a notice in the specified form.
(2) Subsection (1)(a) does not apply if the company is required to deliver a copy of the resolution or other document to the Registrar under another provision of this Ordinance.
(3) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.

193. Variation includes abrogation
In this Division and (unless the context otherwise requires) in any provision in a company’s articles for the variation of class rights, a reference to a variation of those rights includes an abrogation of those rights.

194. Interpretation
(1) In this Division—
arrangement (安排) means any agreement, scheme or arrangement;
company (公司), except in reference to an issuing company, includes any body corporate;
equity share capital (權益股本) means a company’s issued share capital excluding any part of that capital that, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution;
equity shares (權益股份) means shares comprised in a company’s equity share capital;
issuing company (發行公司) means a company that issues shares;
non-equity shares (非權益股份) means shares in a company other than equity shares;
transfer (轉讓) of shares includes transfer of a right to be included in the company’s register of members in respect of the shares.
(2) In this Division—
(a) a reference to the acquisition by a company of shares includes the acquisition of shares by a nominee of the company;
(b) a reference to the issue or transfer of shares to a company includes the issue or transfer of shares to a nominee of the company;
(c) a reference to the transfer of shares by a company includes the transfer of shares by a nominee of the company.

### Companies Ordinance 《公司條例》

195. Group reconstruction relief
(1) This section applies if an issuing company—
(a) is a wholly owned subsidiary of another company (the holding company); and
(b) issues shares—
(i) to the holding company; or
(ii) to another wholly owned subsidiary of the holding company,

in consideration for the transfer to the issuing company of non-cash assets of a company (the transferor company) that is a member of the group of companies that comprises the holding company and all its wholly owned subsidiaries.
(2) Any excess of the value of the assets transferred over their net base value may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares. Consequently, the minimum amount of consideration required to be recorded as share capital of the issuing company in respect of the shares issued for the transfer is the net base value of the assets transferred.
(3) The net base value of the assets transferred is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor company assumed by the issuing company as consideration for the assets transferred.
(4) For the purposes of this section—
(a) the base value of assets transferred is the lesser of—
(i) the cost of those assets to the transferor company;
(ii) the amount at which those assets are stated in the transferor company’s accounting records immediately before the transfer;
(b) the base value of liabilities assumed is the amount at which they are stated in the transferor company’s accounting records immediately before the transfer.

### Companies Ordinance 《公司條例》

196. Merger relief
(1) This section applies if an issuing company has secured at least a 90% equity holding in another company under an arrangement providing for the issue of equity shares in the issuing company on terms that the consideration for the shares issued is to be provided—
(a) by the issue or transfer to the issuing company of equity shares in the other company; or
(b) by the cancellation of any equity shares in the other company not held by the issuing company.
(2) Any excess of the value of the equity shares acquired or cancelled under the arrangement over the subscribed capital of the other company attributable to those shares may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares. Consequently, the minimum amount of consideration required to be recorded as share capital of the issuing company in respect of the shares issued under the arrangement is the subscribed capital of the other company attributable to the equity shares acquired or cancelled.
(3) If the arrangement also provides for the issue of any shares in the issuing company on terms that the consideration for those shares is to be provided—
(a) by the issue or transfer to the issuing company of non-equity shares in the other company; or
(b) by the cancellation of any non-equity shares in the other company not held by the issuing company, 

any excess of the value of the non-equity shares acquired or cancelled under the arrangement over the subscribed capital of the other company attributable to those shares may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares.
(4) This section does not apply in a case falling within section 195.

### Companies Ordinance 《公司條例》

197. Merger relief: meaning of 90% equity holding
(1) This section has effect in determining, for the purposes of section 196, whether a company (company A) has secured at least a 90% equity holding in another company (company B) under an arrangement mentioned in section 196(1).
(2) Company A has secured at least a 90% equity holding in company B if, in consequence of an acquisition or cancellation of equity shares in company B under that arrangement, company A holds in aggregate 90% or more of the equity shares in company B (whether or not all or any of the equity shares in company B held by company A were acquired under that arrangement).
(3) If the equity shares in company B are divided into different classes of shares, company A is not regarded as having secured at least a 90% equity holding in company B unless the requirements of subsection (2) are met in relation to each of those classes of shares taken separately.
(4) For the purposes of this section, the following shares are regarded as held by company A—
(a) shares held by a company that is company A’s holding company or subsidiary;
(b) shares held by a subsidiary of company A’s holding company; and
(c) shares held by nominees of company A or of a company referred to in paragraph (a) or (b).

198. Relief may be reflected in company’s statement of financial position
An amount corresponding to the amount that, because of this Subdivision, is not required to be recorded as a company’s share capital may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company’s statement of financial position.

199. Regulations
(1) The Financial Secretary may make regulations for restricting or otherwise modifying the relief provided by this Subdivision.
(2) Regulations made under this section are subject to the approval of the Legislative Council.

200. Provision for different amounts to be paid on shares
If authorized by its articles to do so, a company may—
(a) make arrangements on the issue of shares for a difference between the shareholders in the amounts and times of payment of calls on their shares;
(b) accept from any member the whole or part of the amount remaining unpaid on any shares held by the member, although no part of that amount has been called up; and
(c) pay a dividend in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.