### Companies Ordinance 《公司條例》

227. Creditors entitled to object to reduction of share capital
(1) If this section applies (see section 226(2) and (4)), a creditor of the company is entitled to object to the reduction of share capital if the creditor is entitled, at the date fixed by the Court, to any debt or claim that would be admissible in proof against the company if the company were to commence being wound up on that date.
(2) The Court must settle a list of creditors entitled to object.
(3) For the purposes of subsection (2), the Court—
(a) must ascertain, as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims; and
(b) may publish a notice fixing a period within which, or a date by which, creditors not on the list are to claim to be entered on the list or are to be excluded from the right of objecting.
(4) If a creditor on the list whose debt or claim is not discharged or has not determined does not consent to the reduction, the Court may, if it thinks fit, dispense with the consent of the creditor on the company securing payment of the debt or claim.
(5) For the purposes of subsection (4), the debt or claim must be secured by appropriating (as the Court directs) the following amount—
(a) if the company admits the full amount of the debt or claim or, though not admitting it, is willing to provide for it, the full amount of the debt or claim; or
(b) if the company does not admit, and is not willing to provide for, the full amount of the debt or claim, or if the amount is contingent or not ascertained, an amount fixed by the Court after an inquiry and adjudication as if the company were being wound up by the Court.

228. Offence in connection with creditors list
(1) An officer of a company—
(a) must not intentionally or recklessly—
(i) conceal the name of a creditor entitled to object to the reduction of share capital; or
(ii) misrepresent the nature or amount of the debt or claim of a creditor; or
(b) must not be knowingly concerned in any such concealment or misrepresentation.
(2) A person who contravenes subsection (1) 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.

### Companies Ordinance 《公司條例》

229. Order of Court confirming reduction of share capital
(1) On an application by petition under section 226, the Court may make an order confirming the reduction of share capital on any terms and conditions it thinks fit.
(2) The Court must not confirm the reduction of share capital unless it is satisfied, with respect to every creditor of the company who is entitled to object to the reduction of share capital under section 227, that—
(a) the creditor’s consent has been obtained; or
(b) the creditor’s debt or claim has been discharged, has determined or has been secured.

230. Registration of order, minute and return
(1) If—
(a) the Court makes an order under section 229 confirming the reduction of share capital; and
(b) within 15 days after the making of the order, or within any longer period ordered by the Court, the company delivers to the Registrar—
(i) an office copy of the order;
(ii) a minute that complies with subsection (2) and that is approved by the Court; and
(iii) a return that complies with subsection (3),

the Registrar must register the order, minute and return.
(2) The minute must state, with respect to the company’s share capital as altered by the order—
(a) the amount of the share capital;
(b) the total number of issued shares in the company;
(c) the amount of each share; and
(d) the amount paid up and the amount (if any) remaining unpaid on each share.
(3) The return—
(a) must be in the specified form;
(b) must contain particulars of the reduction of share capital (by reference to the order or minute, or otherwise); and
(c) must include a statement of capital, as at the time immediately after the reduction of share capital, that complies with section 201.
(4) The special resolution, as confirmed by the order, takes effect on registration of the order, minute and return by the Registrar.
(5) Notice of the registration must be published in the manner directed by the Court.

231. Certification of registration
(1) The Registrar must certify the registration of an order, minute and return under section 230.
(2) The certificate must be signed by the Registrar.
(3) The certificate is conclusive evidence—
(a) that the requirements of this Ordinance for the reduction of share capital have been complied with; and
(b) that the company’s share capital is as stated in the minute.

### Companies Ordinance 《公司條例》

232. Liability to creditors omitted from list of creditors
(1) This section applies to a reduction of share capital confirmed by the Court under section 229 if—
(a) a creditor entitled to object to the reduction of share capital was not entered on the list of creditors because the creditor was not aware—
(i) of the proceedings for reduction of share capital; or
(ii) of their nature or effect with respect to the creditor’s debt or claim; and
(b) after the reduction of share capital the company is unable to pay the debt or claim.
(2) A person who was a member of the company on the date of registration of the order confirming the special resolution for the reduction is liable to contribute for the payment of the debt or claim an amount not exceeding the amount that the person would have been liable to contribute if the company had commenced to be wound up on the day before that date.
(3) If the company is wound up, the Court, on application by the creditor and proof of the creditor’s lack of awareness referred to in subsection (1)(a), may, if it thinks fit—
(a) settle a list of persons liable to contribute under this section; and
(b) make and enforce calls and orders on them as if they were ordinary contributories in a winding up.
(4) Nothing in this section affects the rights of the contributories among themselves.

233. 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.

234. Issue of redeemable shares
(1) Subject to subsections (2) and (3), a company may issue redeemable shares.
(2) A company’s articles may prohibit or restrict the issue of redeemable shares.
(3) A company must not issue redeemable shares at a time when there are no issued shares in the company other than redeemable shares.