### Companies Ordinance 《公司條例》

201. Statement of capital
(1) This section applies if a provision of this Part or Part 5 requires a statement of capital to be included in a return or notice delivered to the Registrar for registration.
(2) A statement of capital must state—
(a) the total number of issued shares in the company;
(b) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid or regarded as remaining unpaid on the total number of issued shares in the company; and (Amended 35 of 2018 s. 20)
(c) the total amount of the company’s issued share capital. (Amended 35 of 2018 s. 20)
(d) (Repealed 35 of 2018 s. 20)(2A) If the issued share capital is divided into different classes of shares, a statement of capital must also state, for each class of shares—
(a) the particulars specified in subsection (3);
(b) the total number of issued shares in the class;
(c) the amount paid up or regarded as paid up, and the amount (if any) remaining unpaid or regarded as remaining unpaid, on the total number of issued shares in the class; and
(d) the total amount of issued share capital of the class. (Added 35 of 2018 s. 20)
(3) The particulars are—
(a) particulars of any voting rights attached to shares in the class, including rights that arise only in certain circumstances;
(b) particulars of any rights attached to shares in the class, as respects dividends, to participate in a distribution;
(c) particulars of any rights attached to shares in the class, as respects capital, to participate in a distribution (including on a winding up); and
(d) whether or not shares in the class are redeemable shares.

202. Notice of paid up capital
(1) An official document of a company that states the company’s issued capital must also state no less prominently the company’s paid up capital.
(2) If a company issues, circulates or distributes an official document in Hong Kong that does not comply with subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(3) In this section—
official document (正式文件) of a company, means a notice, circular, advertisement or other official publication of the company.

### Companies Ordinance 《公司條例》

203. Interpretation
(1) In this Part—
Commission (監察機關) means—
(a) subject to paragraphs (b) and (c), the Securities and Futures Commission referred to in section 3(1) of the Securities and Futures Ordinance (Cap. 571);
(b) if any relevant transfer order made under section 25 of that Ordinance is in force, the recognized exchange company concerned or both the Securities and Futures Commission and the recognized exchange company concerned, in accordance with the provisions of that order; or
(c) if any relevant transfer order made under section 68 of that Ordinance is in force, the recognized exchange controller concerned or both the Securities and Futures Commission and the recognized exchange controller concerned, in accordance with the provisions of that order;

contingent buy-back contract (待確定回購合約) means a contract entered into by a company relating to any of its shares—
(a) that is not a contract to buy back those shares; but
(b) under which the company may (subject to any conditions) become entitled or obliged to buy back those shares;

distributable profits (可分派利潤), in relation to the making of a payment by a company, means those profits out of which the company could lawfully make a distribution equal in value to the payment;
recognized exchange controller (認可控制人) has the meaning given by section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571);
specified Chinese language newspaper (指明中文報章) means a Chinese language newspaper that is specified under subsection (2);
specified English language newspaper (指明英文報章) means an English language newspaper that is specified under subsection (2).
(2) The Chief Secretary for Administration may specify Chinese language newspapers and English language newspapers for the purposes of this Part and must publish a list of the specified newspapers in the Gazette.

204. Application of Division
This Division has effect for the following transactions—
(a) a reduction of share capital by special resolution supported by a solvency statement under Subdivision 2 of Division 3;
(b) a payment out of capital in respect of a share redemption or buy-back under Division 4;
(c) the giving of financial assistance by a company under Subdivision 4 of Division 5.

### Companies Ordinance 《公司條例》

205. Solvency test
A company satisfies the solvency test in relation to a transaction if—
(a) immediately after the transaction there will be no ground on which the company could be found to be unable to pay its debts; and
(b) either—
(i) if it is intended to commence the winding up of the company within 12 months after the date of the transaction, the company will be able to pay its debts in full within 12 months after the commencement of the winding up; or
(ii) in any other case, the company will be able to pay its debts as they become due during the period of 12 months immediately following the date of the transaction.

206. Solvency statement
(1) A solvency statement in relation to a transaction is a statement that each of the directors making it has formed the opinion that the company satisfies the solvency test in relation to the transaction.
(2) In forming an opinion for the purpose of making a solvency statement, a director must—
(a) inquire into the company’s state of affairs and prospects; and
(b) take into account all the liabilities of the company (including contingent and prospective liabilities).
(3) A solvency statement—
(a) must be in the specified form;
(b) must state—
(i) the date on which it is made; and
(ii) the name of each director making it; and
(c) must be signed by each director making it.
(4) Subsection (3)(a) does not apply to a solvency statement made for the purposes of the giving of financial assistance by a company under Subdivision 4 of Division 5.

207. Offences regarding solvency statement
A director who makes a solvency statement without having reasonable grounds for the opinion expressed in it commits an offence and is liable—
(a) on conviction on indictment to a fine of $150,000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

208. Power to modify solvency test by regulation
(1) The Chief Executive in Council may make regulations—
(a) modifying the solvency test or its application to any transaction or class of transactions; or
(b) modifying the matters that a director is required to take into account in forming an opinion for the purpose of making a solvency statement.
(2) Regulations made under this section are subject to the approval of the Legislative Council.

209. Application of Division
This Division applies to—
(a) a company limited by shares; and
(b) a company limited by guarantee having a share capital that was formed as, or became, such a company under a former Companies Ordinance before 13 February 2004.