### Companies Ordinance 《公司條例》

702. Notice to minority shareholders
(1) A notice to a holder of shares under section 701—
(a) must be given in the specified form; and
(b) must be given to the holder within one month after the first day on which the holder of the shares is entitled under section 700 to require the offeror to acquire those shares.
(2) If the notice is given before the end of the offer period of the takeover offer, it must state that the offer is still open for acceptance.
(3) 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 (4).
(4) 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.
(5) 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 indicate the holder’s choice in the letter requiring the offeror to acquire any shares under section 700; and
(c) must state which consideration specified in the offer will apply if the holder does not indicate a choice.
(6) If subsection (1), (2), (3) or (5) is contravened, the offeror commits an offence and is liable to a fine at level 4.
(7) 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 considerations 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.
(8) 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.
(9) For the purposes of subsection (7), 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.

### Companies Ordinance 《公司條例》

703. Minority shareholders’ right to be bought out by offeror
(1) This section applies if the holder of any shares requires the offeror to acquire the shares under section 700.
(2) Unless the Court makes an order under subsection (3), the offeror is entitled and bound to acquire the shares on the terms of the takeover offer or on other terms as agreed between that holder and the offeror.
(3) The Court may, on application by the holder or offeror, order that the offeror is entitled and bound to acquire the shares on the terms specified in the order.
(4) For the purposes of subsection (2)—
(a) if the takeover offer falls within section 702(5), the terms of the takeover offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section;
(b) if the takeover offer falls within section 702(7), the terms of the takeover offer are to be regarded as not including the option unless the offeror indicates otherwise in the notice under section 701; and
(c) if, when requiring the offeror to acquire the shares, the holder of the shares exercises the corresponding option offered under section 702(8), the terms of the takeover offer are to be regarded as including the corresponding option.

### Companies Ordinance 《公司條例》

704. Shareholder to be regarded as not having exercised right to be bought out in certain circumstances
(1) This section applies if—
(a) the holder of any shares exercises rights given by section 700 to require an offeror to acquire the shares;
(b) at the time when those rights are exercised, there are shares in the company—
(i) that the offeror has contracted to acquire subject to conditions being satisfied; and
(ii) in relation to which the contract has not become unconditional; and
(c) the requirement imposed by section 700(1)(b) or (2)(b) (as the case may be) would not be satisfied if those shares were not taken into account.
(2) For the purposes of section 703, the holder of shares is to be regarded as not having exercised the rights to require the offeror to acquire the shares unless, at any time before the end of the period during which those rights are exercisable—
(a) in the case of a takeover offer that does not relate to shares of different classes, the shares that the offeror has, by virtue of acceptances of the offer, acquired or contracted unconditionally to acquire, with or without any other shares in the company that the offeror has acquired, or has contracted unconditionally to acquire, represent at least 90% in number of the shares in the company; or
(b) in the case of a takeover offer that relates to shares of different classes, the shares of any class that the offeror has, by virtue of acceptances of the offer, acquired or contracted unconditionally to acquire, with or without any other shares of that class that the offeror has acquired, or has contracted unconditionally to acquire, represent at least 90% in number of the shares of that class.

705. Interpretation
(1) In this Division—
nominee (代名人), in relation to a company that is a member of a group of companies, includes a nominee on behalf of another company that is a member of the group;
non-tendering member (不售股成員), in relation to a general offer, means a member who gives notice under section 711(1) that the member will not tender any shares to be bought back by the repurchasing company under the offer.
(2) In this Division, a reference to shares that are held by a non-tendering member includes—
(a) shares that are held by an associate of the non-tendering member or by a nominee on the non-tendering member’s behalf; and
(b) shares that the non-tendering member, an associate of the non-tendering member, or a nominee on the non-tendering member’s behalf, has contracted, unconditionally or subject to conditions being satisfied, to acquire.

### Companies Ordinance 《公司條例》

706. Application of Division to convertible securities and debentures
(1) This Division applies in relation to debentures of a repurchasing company that are convertible into shares in the company, or to securities of a repurchasing company that are convertible into, or entitle the holder to subscribe for, shares in the company, as if those debentures or securities were shares of a separate class of the company. A reference to a holder of shares, and to shares being allotted, is to be read accordingly.
(2) In this Division, a reference to 90% in number of the shares of any class is—
(a) in the case of securities mentioned in subsection (1), a reference to 90% of the number of those securities; and
(b) in the case of debentures mentioned in subsection (1), a reference to 90% of the total amount payable on those debentures.