### Companies Ordinance 《公司條例》

516. Interpretation
(1) In this Division—
affected member (受影響成員) means—
(a) a holder of the shares to which the takeover offer relates; or
(b) a holder of shares of the same class as any of the shares to which the takeover offer relates;

director (董事) includes a shadow director;
takeover offer (收購要約) means a takeover offer as defined by section 689.
(2) In this Division—
(a) a reference to payment, compensation or consideration includes benefits otherwise than in cash; and
(b) a reference to loss of office as a director excludes loss of a person’s status as a shadow director.
(3) In section 517 and Subdivisions 2 and 3, a reference to a payment to a director or former director includes—
(a) a payment to an entity connected with the director or former director; and
(b) a payment to a person made at the direction of, or for the benefit of—
(i) the director or former director; or
(ii) an entity connected with the director or former director.
(4) In section 517 and Subdivisions 2 and 3, a reference to a payment by a person includes a payment by another person made at the direction of, or on behalf of, the person.
(5) For the purposes of this Division, a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its directions or instructions.

### Companies Ordinance 《公司條例》

520. This Division does not affect operation of other Ordinance or law
This Division does not affect the operation of any other Ordinance or rule of law requiring disclosure to be made with respect to—
(a) any payment for loss of office mentioned in section 521, 522 or 523; or
(b) any other like payment made or to be made to a director or former director of a company.

521. Company must not make payment for loss of office to director or former director
(1) Without the prescribed approval of its members, a company must not make a payment for loss of office to a director or former director of the company.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members, a company must not make a payment for loss of office to a director or former director of a holding company of the company.
(3) Despite subsection (2)—
(a) a company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
(b) a company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.

### Companies Ordinance 《公司條例》

522. Person must not make payment for loss of office to director or former director in connection with transfer of company’s undertaking or property
(1) Without the prescribed approval of the company’s members, a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of the whole or any part of the undertaking or property of the company.
(2) Without the prescribed approval of the company’s members and the prescribed approval of the subsidiary’s members, a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of the whole or any part of the undertaking or property of a subsidiary of the company.
(3) For the purposes of this section, a payment is presumed, except in so far as the contrary is shown, to be made in connection with a transfer of any undertaking or property of a company if it is made pursuant to an arrangement—
(a) entered into as part of the agreement for the transfer, or within one year before or 2 years after that agreement is entered into; and
(b) to which the company, or any person to whom the transfer is made, is privy.
(4) Despite subsection (2), a person may enter into the transaction with only the prescribed approval of the company’s members if the subsidiary is incorporated outside Hong Kong or is a wholly owned subsidiary of the company.

### Companies Ordinance 《公司條例》

523. Person must not make payment for loss of office to director or former director in connection with transfer of shares resulting from takeover offer
(1) Without the prescribed approval of the affected members, a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover offer.
(2) For the purposes of this section, a payment is presumed, except in so far as the contrary is shown, to be made in connection with a transfer of any shares in a company if it is made pursuant to an arrangement—
(a) entered into as part of the agreement for the transfer, or within one year before or 2 years after that agreement is entered into; and
(b) to which the company, or any person to whom the transfer is made, is privy.
(3) Despite subsection (1), a person may enter into the transaction without the prescribed approval of a body corporate’s affected members if the body corporate is incorporated outside Hong Kong.
(4) For the purposes of this section, the prescribed approval of the affected members of a payment is to be regarded as being obtained if—
(a) a quorum is not present at a general meeting to consider the resolution in respect of which the requirement specified in section 518(2)(b)(i) is met;
(b) the meeting is adjourned to a later date; and
(c) a quorum is not present at the adjourned meeting.

### Companies Ordinance 《公司條例》

524. Exception for payments in discharge of legal obligation etc.
(1) A person is not prohibited by Subdivision 2 from making a payment in good faith—
(a) in discharge of an existing legal obligation;
(b) by way of damages for breach of an existing legal obligation;
(c) by way of settlement or compromise of any claim arising in connection with the termination of a person’s office or employment; or
(d) by way of pension in respect of past services.
(2) For the purposes of subsection (1), if part of a payment falls within that subsection and part of it does not, the payment is to be regarded as if those parts were separate payments.
(3) In this section—
existing legal obligation (現存法律義務)—
(a) in relation to a payment falling within section 521 and made by a company, means an obligation of the company, or an associated company of it, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office; or
(b) in relation to a payment falling within section 522 or 523 and made by a person in connection with a transfer of any undertaking, property or shares, means an obligation of the person that was not entered into for the purpose of, in connection with, or in consequence of, the transfer;

pension (退休金) includes any superannuation allowance, superannuation gratuity or similar payment.
(4) For the purposes of the definition of existing legal obligation 

525. Exception for small payment
(1) A company is not prohibited by section 521 from making a payment to a director or former director if the aggregate of the amount or value of the payment, and the amount or value of any other payment for loss of office made by the company or a subsidiary of the company to the director or former director in connection with the same event, does not exceed $100,000.
(2) A company is not prohibited by section 522 or 523 from making a payment to a director or former director in connection with a transfer of any undertaking or property of, or shares in, the company or a subsidiary of the company if the aggregate of the amount or value of the payment, and the amount or value of any other payment for loss of office made by the company or a subsidiary of the company to the director or former director in connection with the transfer, does not exceed $100,000.
(3) A subsidiary of a company (excepted subsidiary