### Companies Ordinance 《公司條例》

491. Interpretation
(1) In this Division—
director (董事) includes a shadow director;
guarantee (擔保) includes indemnity;
land (土地) includes any estate or interest in land, buildings, messuages and tenements of any nature or kind;
services (服務) means anything other than goods or land;
specified company (指明公司) means—
(a) a public company; or
(b) a private company or company limited by guarantee that is a subsidiary of a public company.

(2) For the purposes of this Division, a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its directions or instructions.

492. Body corporate controlled by director
(1) For the purposes of this Division, a body corporate is controlled by a director if—
(a) the director is entitled to exercise, or control the exercise of, more than 50% of the voting power at any general meeting of that body corporate; or
(b) the directors, or a majority of the directors, of that body corporate are accustomed to act in accordance with the directions or instructions of the director.
(2) In subsection (1), a reference to voting power the exercise of which is controlled by a director includes voting power the exercise of which is controlled by another body corporate if the director is entitled to exercise, or control the exercise of, more than 50% of the voting power at any general meeting of that other body corporate.

493. Quasi-loan
(1) For the purposes of this Division, a person makes a quasi-loan to a director or an entity connected with a director if the person—
(a) agrees to pay, or pays otherwise than pursuant to an agreement, a sum for the director or connected entity—
(i) on terms that the director or connected entity (or another person on behalf of the director or connected entity) will reimburse the person; or
(ii) in circumstances giving rise to a liability on the director or connected entity to reimburse the person; or
(b) agrees to reimburse, or reimburses otherwise than pursuant to an agreement, expenditure incurred by another person for the director or connected entity—
(i) on terms that the director or connected entity (or another person on behalf of the director or connected entity) will reimburse the person; or
(ii) in circumstances giving rise to a liability on the director or connected entity to reimburse the person.
(2) For the purposes of this Division, if a person makes a quasi-loan to a director or an entity connected with a director, the director’s or connected entity’s liabilities under the quasi-loan include the liabilities of any other person who has agreed to reimburse the person on the director’s or connected entity’s behalf.

### Companies Ordinance 《公司條例》

494. Credit transaction
(1) For the purposes of this Division, a person enters into a credit transaction as creditor for a director or an entity connected with a director if the person—
(a) supplies goods to the director or connected entity under a hire-purchase agreement;
(b) sells goods or land to the director or connected entity under a conditional sale agreement;
(c) leases or hires goods or leases land to the director or connected entity in return for periodical payments; or
(d) otherwise supplies goods or services or disposes of land to the director or connected entity on the understanding that payment (whether in a lump sum or instalments or by way of periodical payments or otherwise) is to be deferred.
(2) In this section—
conditional sale agreement (有條件售賣協議) means an agreement for the sale of goods or land under which—
(a) the purchase price or part of it is payable by instalments;
(b) the property in the goods or land is to remain in the seller until the conditions regarding the payment of instalments, or other conditions, specified in the agreement are fulfilled; and
(c) despite such reservation of property, the buyer is to be in possession of the goods or land before the fulfilment of those conditions;

hire-purchase agreement (租購協議) means an agreement for the bailment of goods under which the bailee may buy the goods, or under which the property in the goods will or may pass to the bailee.

### Companies Ordinance 《公司條例》

495. Person for whom transaction or arrangement entered into
(1) In this Division, a reference to a director, a body corporate controlled by a director, or an entity connected with a director, for whom a transaction is entered into is—
(a) in the case of a loan or quasi-loan, or a guarantee or security in connection with a loan or quasi-loan, a reference to the director, controlled body corporate or connected entity to whom the loan or quasi-loan is made; or
(b) in the case of a credit transaction, or a guarantee or security in connection with a credit transaction, a reference to the director or connected entity to whom goods, land or services are supplied, sold, leased, hired or otherwise disposed of under the credit transaction.
(2) For the purposes of this Division, an arrangement is entered into for a director, a body corporate controlled by a director, or an entity connected with a director if—
(a) in the case of an arrangement mentioned in section 504(1)(a) or (2)(a), a company takes part in the arrangement under which another person enters into a transaction with the director, controlled body corporate or connected entity; or
(b) in the case of an arrangement mentioned in section 504(1)(b) or (2)(b), a company enters into the arrangement in relation to any rights, obligations or liabilities under a transaction entered into by another person with the director, controlled body corporate or connected entity.

### Companies Ordinance 《公司條例》

497. Value of transaction or arrangement etc.
(1) For the purposes of this Division—
(a) the value of a transaction is to be determined in accordance with subsection (2); and
(b) the value of any other relevant transaction or arrangement is the value of the transaction or arrangement determined in accordance with subsection (2) or (3), reduced by any amount by which the liabilities of the director, the body corporate controlled by a director, or the entity connected with a director, for whom the transaction or arrangement was entered into have been reduced.
(2) For the purposes of subsection (1)—
(a) the value of a loan is the amount of its principal;
(b) the value of a quasi-loan is the amount, or maximum amount, that the person to whom the quasi-loan is made is liable to reimburse the person making the quasi-loan;
(c) the value of a credit transaction is the price that it is reasonable to expect could be obtained for goods, land or services to which the transaction relates if they had been supplied (at the time the transaction is entered into) in the ordinary course of business and on the same terms (apart from the price) as they have been supplied, or are to be supplied, under the transaction; and
(d) the value of a guarantee or security is the amount guaranteed or secured.
(3) For the purposes of subsection (1)(b)—
(a) the value of an arrangement mentioned in section 504(1)(a) or (2)(a) is the value of the transaction entered into with a director, a body corporate controlled by a director, or an entity connected with a director under the arrangement; and
(b) the value of an arrangement mentioned in section 504(1)(b) or (2)(b) in relation to any rights, obligations or liabilities under a transaction is the value of the transaction.

498. Total exposure amount
(1) In sections 509 and 510—
total exposure amount (風險承擔總額) means—
(a) in relation to a company that is not a specified company, the aggregate of the amounts specified in subsection (2); or
(b) in relation to a specified company, the aggregate of the amounts specified in subsection (3).

(2) The amounts specified for the purposes of paragraph (a) of the definition of total exposure amount