### Companies Ordinance 《公司條例》

168. Liability if rectification cannot be ordered
(1) This section applies if an order cannot be made under section 633 because of section 167(2).
(2) The company is not liable for any damage suffered by the claimant because of the issue of the new certificate or cancellation of the original certificate, unless the company has acted deceitfully.
(3) If the genuine purchaser purchased the shares from the person to whom the new certificate is issued, the person to whom the new certificate is issued is liable to the claimant for the value of the shares as at the date of purchase.
(4) If the genuine purchaser purchased the shares from a person whose name was subsequently entered in the register of members of the company in respect of the shares, the person to whom the new certificate is issued and any person whose name was subsequently entered in the register in respect of the shares (other than a genuine purchaser) are jointly and severally liable to the claimant for the value of the shares as at the date the shares were purchased by the genuine purchaser.
(5) In this section—
claimant (申索人) means the person in whose favour an order could have been made under section 633 but for section 167(2).

169. Applicant to pay expenses
(1) An applicant for a new certificate must pay all expenses relating to the application.
(2) A listed company may refuse to deal, or to deal further, with an application until it is satisfied that the applicant has made reasonable provision for payment of the expenses relating to the application.

### Companies Ordinance 《公司條例》

170. Permitted alteration of share capital
(1) A limited company may alter its share capital in any one or more of the ways set out in subsection (2).
(2) The company may—
(a) increase its share capital by allotting and issuing new shares in accordance with this Part;
(b) increase its share capital without allotting and issuing new shares, if the funds or other assets for the increase are provided by the members of the company;
(c) capitalize its profits, with or without allotting and issuing new shares;
(d) allot and issue bonus shares with or without increasing its share capital;
(e) convert all or any of its shares into a larger or smaller number of shares;
(f) cancel shares—
(i) that, at the date the resolution for cancellation is passed, have not been taken or agreed to be taken by any person; or
(ii) that have been forfeited.
(3) A limited company may alter its share capital as referred to in subsection (2)(e) or (f) only by resolution of the company.

Note—Sections 140 and 141 contain provisions requiring a resolution of the company for an allotment of shares. Those sections may be relevant to an alteration of share capital referred to in subsection (2)(a), (c) or (d).(4) A resolution referred to in subsection (3) may authorize the company to exercise the power—
(a) on more than one occasion;
(b) at a specified time or in specified circumstances.
(5) Any amount remaining unpaid on shares being converted under subsection (2)(e) is to be divided equally among the replacement shares.
(6) If shares are cancelled under subsection (2)(f), the company must reduce its share capital by the amount of the shares cancelled.
(7) For the purposes of Part 5, a cancellation of shares under this section is not a reduction of share capital.
(8) A limited company’s articles may exclude or restrict the exercise of a power conferred by this section.

### Companies Ordinance 《公司條例》

171. Notice of alteration of share capital
(1) Within one month after altering its share capital under section 170, a company must deliver a notice to the Registrar for registration in relation to the alteration of share capital.
(2) The notice—
(a) must be in the specified form;
(b) if the company’s issued share capital is increased by the alteration, must state the amount of the increase; and
(c) must include a statement of capital, as at the time immediately after the alteration, that complies with section 201. (Amended 35 of 2018 s. 12)
(3) A company is not required to deliver a notice under this section in relation to an alteration of share capital involving an allotment of shares.

Note—For an allotment of shares, section 142 requires a company to deliver a return of the allotment to the Registrar for registration.(4) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.

172. Redenomination of share capital
(1) A limited company may, by resolution of the company, convert its share capital or any class of shares from one currency to another currency. This is known as a redenomination.
(2) A resolution under this section may authorize a limited company to redenominate its share capital—
(a) on more than one occasion;
(b) at a specified time or in specified circumstances.
(3) A redenomination does not affect any rights or obligations of members under the company’s articles, or any restrictions affecting members under the company’s articles.
(4) In particular, it does not affect any entitlement to dividends (including entitlement to dividends in a particular currency), voting rights or liability in respect of amounts remaining unpaid on shares (including liability in a particular currency).
(5) For the purposes of this section, the company’s articles include the terms on which any shares in the company are allotted or held.
(6) A limited company’s articles may exclude or restrict the exercise of a power conferred by this section.

### Companies Ordinance 《公司條例》

173. Notice of redenomination
(1) Within one month after passing a resolution under section 172, a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination.
(2) The notice must include a statement of capital, as at the time immediately after the redenomination, that complies with section 201. (Amended 35 of 2018 s. 13)
(3) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.

174. Reconversion of stock into shares
(1) A company that has converted paid up shares into stock (before the repeal by this Ordinance of the power to do so) may, by resolution of the company, reconvert that stock into paid up shares.

Note—Section 138 repeals the power of a company to convert its shares into stock.(2) A resolution under this section may authorize a company to exercise the power to reconvert stock—
(a) on more than one occasion;
(b) at a specified time or in specified circumstances.

175. Notice of reconversion
(1) Within one month after passing a resolution under section 174, a company must deliver a notice in the specified form to the Registrar for registration in relation to the reconversion of stock.
(2) The notice must include a statement of capital, as at the time immediately after the reconversion, that complies with section 201. (Amended 35 of 2018 s. 14)
(3) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.

176. Application of Subdivision
This Subdivision applies to a company that has a share capital.

177. Rights attached to shares
In this Ordinance, a reference to the rights attached to a share in a class of shares in a company is a reference to the rights of the holder of that share as a member of the company.

178. Classes of shares
(1) For the purposes of this Ordinance, shares are in one class if the rights attached to them are in all respects uniform.
(2) The rights attached to shares are not to be regarded as different from those attached to other shares only because they do not carry the same rights to dividends in the 12 months immediately following their allotment.