### Companies Ordinance 《公司條例》

275. Prohibition on financial assistance for acquisition of shares or for reducing or discharging liability for acquisition
(1) If a person is acquiring or proposing to acquire shares in a company, the company or any of its subsidiaries must not give financial assistance directly or indirectly for the purpose of the acquisition before or at the same time as the acquisition takes place, except as provided by this Division.
(2) If—
(a) a person has acquired shares in a company; and
(b) any person has incurred a liability for the purpose of the acquisition,

the company or any of its subsidiaries must not give financial assistance directly or indirectly for the purpose of reducing or discharging the liability, except as provided by this Division.
(3) (Repealed 35 of 2018 s. 27)(4) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine of $150,000 and to imprisonment for 12 months.

276. Failure to comply with Division does not affect validity of financial assistance, etc.
If a company gives financial assistance in contravention of this Division, the validity of the financial assistance and of any contract or transaction connected with it is not affected only because of the contravention.

277. General exceptions
This Division does not prohibit any of the following transactions—
(a) the distribution of a company’s assets—
(i) by way of dividend lawfully made; or
(ii) in the course of winding up the company;
(b) the allotment of bonus shares;
(c) the reduction of a company’s share capital in accordance with Division 3;
(d) the redemption or buy-back of a company’s own shares in accordance with Division 4;
(e) anything done in accordance with a court order under Division 2 of Part 13 (arrangements and compromises);
(f) anything done under an arrangement made under section 237 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (power of liquidator to accept shares, etc., as consideration for sale of property of company);
(g) anything done under an arrangement made between a company and its creditors that is binding on the creditors because of section 254 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (arrangement, when binding on creditors).

### Companies Ordinance 《公司條例》

278. Principal purpose exception
This Division does not prohibit a company from giving financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) either—
(i) the company’s principal purpose in giving the assistance is not to give it for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition; or
(ii) the giving of the assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition is only an incidental part of some larger purpose of the company; and
(b) the assistance is given in good faith in the interests of the company.

279. Exception for money lending businesses
Subject to section 282, this Division does not prohibit the lending of money by a company in the ordinary course of business if the lending of money is part of the ordinary business of the company.

280. Exception for employee share schemes
(1) Subject to section 282, this Division does not prohibit—
(a) the giving by a company, in good faith in the interests of the company, of financial assistance for the purposes of an employee share scheme; or
(b) the giving of financial assistance by a company for the purposes of, or in connection with, anything done by the company or another company in the same group of companies for the purposes of enabling or facilitating transactions in shares in the company or its holding company between, and involving the acquisition of beneficial ownership of those shares by—
(i) persons employed or formerly employed in good faith by that company or another company in the same group of companies; or
(ii) spouses, widows, widowers, or minor children of persons referred to in subparagraph (i).
(2) In this section—
children (子女) includes step-children, illegitimate children and children adopted in any manner recognized by the law of Hong Kong;
employee share scheme (僱員參股計劃) means a scheme for encouraging or facilitating the holding of shares in a company by or for the benefit of—
(a) persons employed or formerly employed in good faith by that company or another company in the same group of companies; or
(b) spouses, widows, widowers, or minor children of persons referred to in paragraph (a);

minor children (未成年子女) means children who are under 18 years of age.

### Companies Ordinance 《公司條例》

281. Exception for loans to employees
(1) Subject to section 282, this Division does not prohibit the making by a company of loans to its eligible employees for the purpose of enabling them to acquire fully paid shares in the company or its holding company to be held by them by way of beneficial ownership.
(2) In this section—
child (子女) includes a step-child, an illegitimate child and a child adopted in any manner recognized by the law of Hong Kong;
eligible employees (合資格的僱員), in relation to a company, means persons employed in good faith by the company, other than—
(a) a director of the company;
(b) a director’s spouse;
(c) a director’s child who is under 18 years of age;
(d) a trustee of a trust (other than an employee share scheme as defined by section 280(2) or a pension scheme)—
(i) the beneficiaries of which include a person referred to in paragraph (a), (b) or (c); or
(ii) the terms of which confer a power on the trustees that may be exercised for the benefit of a person referred to in paragraph (a), (b) or (c); or
(e) a partner of a person referred to in paragraph (a), (b) or (c) or of a trustee referred to in paragraph (d).

282. Special restriction for listed companies
Section 279, 280 or 281 applies to a listed company only if—
(a) the company has net assets that are not reduced by the giving of the financial assistance; or
(b) to the extent that those assets are reduced, the assistance is provided by a payment out of distributable profits.