### Companies Ordinance 《公司條例》

690. Non-communication etc. does not prevent offer from being takeover offer
(1) Even though an offer to acquire shares is not communicated to a holder of shares, that does not prevent the offer from being a takeover offer for the purposes of this Division if—
(a) no Hong Kong address for the holder is registered in the company’s register of members;
(b) the offer was not communicated to the holder in order not to contravene the law of a place outside Hong Kong; and
(c) either—
(i) the offer is published in the Gazette; or
(ii) the offer can be inspected, or a copy of it obtained, at a place in Hong Kong or on a website, and a notice is published in the Gazette specifying the address of that place or website.
(2) It is not to be inferred from subsection (1) that an offer that is not communicated to a holder of shares cannot be a takeover offer for the purposes of this Division unless the conditions specified in paragraphs (a), (b) and (c) of that subsection are satisfied.
(3) Even though it is impossible or more difficult for a person, by reason of the law of a place outside Hong Kong, to accept an offer to acquire shares, that does not prevent the offer from being a takeover offer for the purposes of this Division.
(4) It is not to be inferred from subsection (3) that an offer that is impossible, or more difficult, for certain persons to accept cannot be a takeover offer for the purposes of this Division unless the reason for the impossibility or difficulty is the one mentioned in that subsection.

### Companies Ordinance 《公司條例》

691. Shares to which takeover offer relates
(1) For the purposes of this Division, if, after a takeover offer is made but before the end of the offer period, the offeror acquires, or contracts unconditionally to acquire, any of the shares to which the offer relates but does not do so by virtue of acceptances of the offer, those shares are not to be regarded as shares to which the offer relates. This subsection has effect subject to subsection (2).
(2) For the purposes of this Division, those shares are to be regarded as shares to which the takeover offer relates, and the offeror is to be regarded as having acquired or contracted to acquire them by virtue of acceptances of that offer, if—
(a) the value of the consideration for which the shares are acquired, or contracted to be acquired, at the time of the acquisition or contract, does not exceed the value of the consideration specified in the terms of that offer; or
(b) those terms are subsequently revised so that when the revision is announced, the value of the consideration for which the shares are acquired, or contracted to be acquired, at the time of the acquisition or contract, no longer exceeds the value of the consideration specified in those terms.
(3) For the purposes of this Division, shares that an associate of the offeror, or a nominee on the offeror’s behalf, holds, or has contracted, unconditionally or subject to conditions being satisfied, to acquire, whether at the date of the takeover offer or subsequently, are not to be regarded as shares to which that offer relates, even if that offer extends to those shares. This subsection has effect subject to subsection (4).
(4) For the purposes of this Division, where, after a takeover offer is made but before the end of the offer period, an associate of the offeror, or a nominee on the offeror’s behalf, acquires, or contracts unconditionally to acquire, any of the shares to which the offer relates, the shares are to be regarded as shares to which the offer relates if—
(a) the value of the consideration for which the shares are acquired, or contracted to be acquired, at the time of the acquisition or contract, does not exceed the value of the consideration specified in the terms of the offer; or
(b) those terms are subsequently revised so that when the revision is announced, the value of the consideration for which the shares are acquired, or contracted to be acquired, at the time of the acquisition or contract, no longer exceeds the value of the consideration specified in those terms.

### Companies Ordinance 《公司條例》

692. Revised offer not to be regarded as fresh offer
For the purposes of this Division, a revision of the terms of an offer to acquire shares is not to be regarded as the making of a fresh offer if—
(a) the terms of the offer make provision for—
(i) their revision; and
(ii) acceptances on the previous terms to be treated as acceptances on the revised terms; and
(b) the revision is made in accordance with that provision.

### Companies Ordinance 《公司條例》

694. Notice to minority shareholders
(1) A notice to a holder of shares under section 693—
(a) must be given in the specified form; and
(b) must be given to the holder before whichever is the earlier of the following—
(i) the end of the period of 3 months beginning on the day after the end of the offer period of the takeover offer;
(ii) the end of the period of 6 months beginning on the date of the takeover offer.
(2) The notice must be given to the holder of shares—
(a) by delivering it personally to that holder in Hong Kong;
(b) by sending it by registered post to that holder to—
(i) an address of that holder in Hong Kong registered in the books of the company; or
(ii) if there is no such address, an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder; or
(c) in the manner directed by the Registrar on an application made under subsection (3).
(3) An offeror may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if—
(a) there is no address of the holder in Hong Kong registered in the books of the company; and
(b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder.
(4) If the takeover offer gives the holder of shares a choice of consideration, the notice—
(a) must give particulars of the choices;
(b) must state that the holder may, within 2 months after the date of the notice, indicate the holder’s choice by a letter sent to the offeror at an address specified in the notice; and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice.
(5) If the takeover offer provides that the holder of shares is to receive shares in or debentures of the offeror, with an option to receive some other consideration to be provided by a third party instead, the offeror may indicate in the notice that the terms of the takeover offer include the option.
(6) If the offeror does not indicate in the notice that the terms of the takeover offer include the option, the offeror may offer in the notice a corresponding option to receive some other consideration to be provided by the offeror.
(7) For the purposes of subsection (5), consideration is to be regarded as being provided by a third party if it is made available to the offeror on terms that it is to be used by the offeror as consideration for the takeover offer.