### Companies Ordinance 《公司條例》

210. Permitted reductions of share capital
(1) A company may, in accordance with the procedure specified in section 211, reduce its share capital under this Division in any way.

Examples—1. A company may extinguish or reduce the liability on any of its shares in respect of share capital not paid up.
2. A company may, either with or without extinguishing or reducing liability on any of its shares—
(a) cancel any paid-up share capital that is lost or unrepresented by available assets; or
(b) repay any paid-up share capital in excess of the company’s wants.
(2) However, a company must not reduce its share capital if, as a result of the reduction, there would no longer be any member of the company holding shares other than redeemable shares.
(3) This Division is subject to any provision of a company’s articles that prohibits or restricts the reduction of the company’s share capital.

211. Procedure for a company to reduce its share capital
The procedure for a company to reduce its share capital under this Division is—
(a) by special resolution supported by a solvency statement under Subdivision 2; or
(b) by special resolution confirmed by the Court under Subdivision 3.

212. Offence if share capital is reduced in contravention of Division
(1) If a company reduces its share capital in contravention of this Division, the company, and every responsible person of the company, commit an offence and each is liable—
(a) on conviction on indictment to a fine of $1,250,000 and to imprisonment for 5 years; or
(b) on summary conviction to a fine of $150,000 and to imprisonment for 12 months.
(2) An offence is not committed under this section in relation to a reduction of share capital by a company only because one or more directors of the company commit an offence under section 207 in making a solvency statement for the purposes of the reduction of share capital.
(3) An offence is not committed under this section if the reduction of share capital occurs as a result of a share redemption or buy-back in accordance with Division 4 or as otherwise provided in this Ordinance.

213. Liability of members following reduction of share capital
(1) If a company’s share capital is reduced under this Division, a past or present member of the company is not liable in respect of a share to a call or contribution exceeding in amount the difference (if any) between—
(a) the issue price of the share; and
(b) the aggregate of the amount paid up on the share (if any) and the amount reduced on the share.
(2) Subsection (1) is subject to section 232.
(3) Nothing in this section affects the rights of the contributories among themselves.

### Companies Ordinance 《公司條例》

214. Reserves arising from reductions of share capital
(1) If a company reduces its share capital in accordance with this Division, a reserve arising from the reduction is to be regarded for the purposes of Part 6 as realized profit.
(2) Subsection (1) is subject to anything to the contrary in—
(a) an order of, or undertaking given to, the Court;
(b) the resolution for, or any other resolution relevant to, the reduction of share capital; or
(c) the company’s articles.

215. Special resolution for reduction of share capital
(1) A company may reduce its share capital by special resolution in accordance with this Subdivision.
(2) The special resolution and the reduction of share capital take effect when the return under section 224 or 225 in relation to the reduction is registered by the Registrar.

216. Solvency statement for reduction of share capital
(1) All directors of the company must make a solvency statement that complies with Division 2 in relation to the reduction of share capital.
(2) The special resolution for reduction of share capital must be passed within 15 days after the date of the solvency statement.
(3) If the special resolution is proposed as a written resolution, a copy of the solvency statement must be sent to every member of the company at or before the time when the proposed resolution is sent to them.
(4) If the special resolution is proposed at a meeting, a copy of the solvency statement must be made available for inspection by members at the meeting.
(5) The special resolution is not effective if subsection (3) or (4) (as applicable) is not complied with.

### Companies Ordinance 《公司條例》

217. Special resolution: exercise of voting rights
(1) If the special resolution for reduction of share capital is proposed as a written resolution, a member of the company holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares.
(2) If the special resolution is proposed at a meeting, the resolution is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares; and
(b) the resolution would not have been passed if the member had not done so.
(3) For the purposes of subsection (2)—
(a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and
(c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the member.
(4) The special resolution is not effective if a demand for a poll referred to in subsection (3)(b) is refused.
(5) This section does not apply in the case of a reduction of share capital that applies equally to all issued shares in the company.