### Companies Ordinance 《公司條例》

663. Exemption of dormant company from requirement to deliver annual return
(1) Section 662 does not apply to a company that is a dormant company under section 5(1).
(2) If such a company enters into an accounting transaction, subsection (1) ceases to have effect on and after the date of the accounting transaction.

664. Contents of annual return
(1) A company’s annual return under section 662 must—
(a) be in the specified form; and
(b) contain, with respect to the company, the particulars specified in the form.
(2) Without limiting section 23, the Registrar may, for the purposes of this section, specify different forms or particulars in relation to different types of companies.
(3) Without limiting subsection (1), an annual return under section 662 must—
(a) contain the information specified in Schedule 6; and
(b) be accompanied by the documents specified in that Schedule.
(4) Despite subsection (3), if—
(a) an annual return is required to be delivered by a private company under section 662(1) in respect of a year; and
(b) at any time during the year—
(i) the company registers any transfer of shares in the company in contravention of the restriction imposed by the company’s articles;
(ii) the membership of the company exceeds the number specified in section 11(1)(a)(ii); or
(iii) the company makes an invitation to the public to subscribe for any shares or debentures of the company,

the annual return must contain the information, and be accompanied by the documents, specified in subsection (5) instead.
(5) The information and documents are—
(a) information and documents specified for the purposes of a public company in Schedule 6; and
(b) information and documents that relate to the financial year of the company ending on a date within the year in respect of which the annual return is required to be delivered.
(6) The Court may, on the application of the company or a person interested in the matter, order that subsection (4) does not apply to the company.
(7) The Court may make the order on any terms and conditions that the Court thinks just and expedient.
(8) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (4)(b)(i), (ii) or (iii) was accidental;
(b) it was due to inadvertence or to some other sufficient cause that the event occurred; or
(c) it is just and equitable to grant the relief on other grounds.

### Companies Ordinance 《公司條例》

665. Construction of reference to annual return
A reference in this Ordinance to a company’s last annual return, or to an annual return delivered in accordance with section 662, is to be construed as including (so far as necessary to ensure the continuity of the law) a return made up to a date before the commencement date# of that section, or forwarded to the Registrar in accordance with the predecessor Ordinance.
Editorial Note:
# Commencement date: 3 March 2014.

666. Interpretation
In this Part—
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;
offer period (要約期), in relation to an offer, means the period within which the offer can be accepted;
repurchasing company (回購公司), in relation to a general offer, means the listed company that makes the offer.

### Companies Ordinance 《公司條例》

668. Interpretation
(1) In this Division—
arrangement (安排) includes a reorganization of the company’s share capital by the consolidation of shares of different classes, or by the division of shares into different classes, or both;
company (公司), except in section 675, means a company liable to be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
(2) In this Division, a reference to a company’s articles, in the case of a company not having articles, is to be read as the instrument constituting or defining the constitution of the company.

669. Application of Division
This Division applies if an arrangement or compromise is proposed to be entered into by a company with either or both of the following—
(a) the creditors, or any class of the creditors, of the company;
(b) the members, or any class of the members, of the company.

670. Court may order meeting of creditors or members to be summoned
(1) The Court may, on application made for the purposes of this subsection—
(a) order a meeting specified in subsection (2)(a), or a meeting specified in subsection (2)(b), or both (as the case may be) to be summoned in any manner that the Court directs; and
(b) for the purposes of section 674(4), declare a person to be a person specified under that section.
(2) The meeting is—
(a) if the arrangement or compromise is proposed to be entered into—
(i) with the creditors of the company, a meeting of those creditors; or
(ii) with a class of the creditors of the company, a meeting of that class of creditors; and
(b) if the arrangement or compromise is proposed to be entered into—
(i) with the members of the company, a meeting of those members; or
(ii) with a class of the members of the company, a meeting of that class of members.
(3) Subject to subsection (4), an application for the purposes of subsection (1) may be made only by—
(a) in the case of a meeting of creditors, the company or any of the creditors;
(b) in the case of a meeting of a class of creditors, the company or any creditor of that class;
(c) in the case of a meeting of members, the company or any of the members; or
(d) in the case of a meeting of a class of members, the company or any member of that class.
(4) If the company is being wound up, an application for the purposes of subsection (1) may be made only by the liquidator or provisional liquidator.
(5) An application for the purposes of subsection (1) must be made in a summary way.