### Companies Ordinance 《公司條例》

679. Solvency statement
(1) In this Division, a reference to a solvency statement made by the directors of an amalgamating company is a reference to a statement made before the time specified in subsection (2) that—
(a) in the directors’ opinion—
(i) as at the date of the statement, there is no ground on which the amalgamating company could be found to be unable to pay its debts; and
(ii) the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective; and
(b) as at the date of the statement—
(i) none of the following exists—
(A) any floating charge created by the amalgamating company;
(B) any other security created by the amalgamating company over a class of assets, to any of which the security interest has not attached; or
(ii) there exists such a floating charge or other security, and each person entitled to the charge or security has consented in writing to the amalgamation proposal.
(2) The time specified for the purposes of subsection (1) is—
(a) if the amalgamation is to be approved by a resolution passed on a poll at a general meeting, the date of the meeting; or
(b) if the amalgamation is to be approved by a written resolution, the circulation date of the resolution.
(3) In forming an opinion for the purposes of subsection (1)(a)(ii), the directors must take into account all the liabilities of the amalgamated company (including contingent and prospective liabilities).
(4) In subsection (2)(b)—
circulation date (傳閱日期) has the meaning given by section 547(1).

### Companies Ordinance 《公司條例》

680. Vertical amalgamation
(1) A company (amalgamating holding company), and one or more of its wholly owned subsidiaries, may amalgamate, and continue, as one company if—
(a) the members of the amalgamating holding company approve the amalgamation on the terms specified in subsection (2); and
(b) the members of each of the amalgamating subsidiaries approve the amalgamation on the terms specified in subsection (2).

(2) The terms are—
(a) that the shares of each of the amalgamating subsidiaries will be cancelled without payment or other consideration;
(b) that the articles of the amalgamated company will be the same as the articles of the amalgamating holding company;
(c) that the directors of each amalgamating company—
(i) are satisfied that, as at the date of the solvency statement made by them, there is no ground on which the amalgamating company could be found to be unable to pay its debts; and
(ii) after taking into account all the liabilities of the amalgamated company (including contingent and prospective liabilities), are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective;
(d) that the directors of each amalgamating company have confirmed that as at the date of the solvency statement made by them—
(i) none of the following exists—
(A) any floating charge created by the amalgamating company;
(B) any other security created by the amalgamating company over a class of assets, to any of which the security interest has not attached; or
(ii) there exists such a floating charge or other security, and each person entitled to the charge or security has consented in writing to the amalgamation proposal;
(e) that the person or persons named in the resolution will be the director or directors of the amalgamated company.
(3) An approval for the purposes of subsection (1)(a) must be obtained by a special resolution of the company passed on a poll at a general meeting but not by a written resolution.
(4) An approval for the purposes of subsection (1)(b) must be obtained by a special resolution of the company passed on a poll at a general meeting or by a written resolution.
(5) This section does not apply unless each amalgamating company is a company limited by shares.

### Companies Ordinance 《公司條例》

681. Horizontal amalgamation
(1) Two or more of the wholly owned subsidiaries of a body corporate may amalgamate, and continue, as one company if the members of each amalgamating company approve the amalgamation on the terms specified in subsection (2). (Amended 35 of 2018 s. 70)
(2) The terms are—
(a) that the shares of all but one of the amalgamating companies will be cancelled without payment or other consideration;
(b) that the articles of the amalgamated company will be the same as the articles of the amalgamating company whose shares are not cancelled;
(c) that the directors of each amalgamating company—
(i) are satisfied that, as at the date of the solvency statement made by them, there is no ground on which the amalgamating company could be found to be unable to pay its debts; and
(ii) after taking into account all the liabilities of the amalgamated company (including contingent and prospective liabilities), are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective;
(d) that the directors of each amalgamating company have confirmed that as at the date of the solvency statement made by them—
(i) none of the following exists—
(A) any floating charge created by the amalgamating company;
(B) any other security created by the amalgamating company over a class of assets, to any of which the security interest has not attached; or
(ii) there exists such a floating charge or other security, and each person entitled to the charge or security has consented in writing to the amalgamation proposal;
(e) that the person or persons named in the resolution will be the director or directors of the amalgamated company.
(3) An approval for the purposes of subsection (1) must be obtained by a special resolution of the amalgamating company passed on a poll at a general meeting or by a written resolution.
(4) This section does not apply unless each amalgamating company is a company limited by shares.