### Companies Ordinance 《公司條例》

239. Share buy-back on recognized stock market or approved stock exchange
(1) A listed company may buy back its own shares on a recognized stock market or on an approved stock exchange if the buy-back is authorized in advance by resolution of the company.
(2) The company must include a memorandum of the terms of the proposed buy-back with the notice of the proposed resolution.
(3) A resolution authorizing a buy-back under this section is valid for the period expiring on the date of the next annual general meeting of the company, and that period may be extended by the company at that annual general meeting until the date of the following annual general meeting.
(4) In this section—
approved stock exchange (核准證券交易所) means a stock exchange approved for the purposes of this section by notice published in the Gazette by—
(a) the Commission; and
(b) the recognized exchange company that operates the recognized stock market on which the shares concerned are listed.

240. Share buy-back otherwise than under section 238 or 239
(1) A listed company may buy back its own shares otherwise than under section 238 or 239 if the contract for buy-back of the shares is authorized in advance by special resolution.
(2) A contract may take the form of a contingent buy-back contract.
(3) The company must include with the notice of the proposed special resolution—
(a) a copy of the proposed contract or, if it is not in writing, a memorandum of its terms; and
(b) a statement, signed by the directors of the company, after having made due and diligent inquiry of the members of the company holding the shares to which the proposed contract relates, containing information that would enable a reasonable person to form a valid and justifiable opinion as to the merits of the contract.
(4) A special resolution under this section 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.
(5) For the purposes of subsection (4)—
(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.
(6) A special resolution under this section is not effective if a demand for a poll referred to in subsection (5)(b) is refused.

### Companies Ordinance 《公司條例》

241. Exemptions
(1) The Commission may exempt any listed company from any of the provisions of section 238, 239 or 240, subject to any conditions it thinks fit.
(2) The Commission may—
(a) suspend or withdraw an exemption granted under subsection (1) on the ground that the conditions subject to which the exemption was granted have not been complied with or on any other ground the Commission thinks fit; or
(b) vary any condition imposed under subsection (1).

242. No assignment of right to buy back own shares
The following rights of a listed company are not capable of being assigned—
(a) rights under a general offer authorized under section 238;
(b) rights under a buy-back on a recognized stock market or on an approved stock exchange authorized under section 239;
(c) rights under a contract authorized under section 240.

243. Release of right to buy back own shares
(1) An agreement by a listed company to release its rights under a contract authorized under section 240 or under a general offer authorized under section 238 is void unless the terms of the release agreement are authorized in advance by special resolution.
(2) Section 240(3), (4), (5) and (6) applies to the authorization for a proposed release agreement as it applies to the authorization for a proposed contract under section 240.

244. Share buy-back under contract
(1) An unlisted company may buy back its own shares under a contract that is authorized in advance by special resolution.
(2) A contract may take the form of a contingent buy-back contract.
(3) The authorization for a contract may be varied, revoked or from time to time renewed by special resolution.
(4) A special resolution conferring, varying, revoking or renewing the authorization for a contract is subject to sections 245 and 246.

### Companies Ordinance 《公司條例》

245. Resolution authorizing contract: disclosure of contract details
(1) This section applies in relation to a special resolution to confer, vary, revoke or renew the authorization for a contract under section 244.
(2) A copy of the proposed contract (if it is in writing) or a memorandum setting out its terms (if it is not) must be made available to members—
(a) in the case of a written resolution, by being sent to every member of the company at or before the time when the proposed resolution is sent to them; or
(b) in the case of a resolution proposed at a meeting, by being made available for inspection by members of the company—
(i) at the company’s registered office or at a place prescribed by regulations made under section 657, for a period of not less than 15 days ending on the date of the meeting; and
(ii) at the meeting.
(3) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed contract relates.
(4) A copy of a proposed contract made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed contract.
(5) The special resolution is not effective if the requirements of this section are not complied with.

246. Resolution authorizing contract: exercise of voting rights
(1) This section applies to a special resolution to confer, vary, revoke or renew the authorization for a contract under section 244.
(2) If the special resolution is proposed as a written resolution, a member 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.
(3) 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.
(4) For the purposes of subsection (3)—
(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.
(5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused.