### Companies Ordinance 《公司條例》

671. Explanatory statements to be issued or made available to creditors or members
(1) If a meeting is summoned under section 670—
(a) every notice summoning the meeting that is sent to a creditor or member must be accompanied by an explanatory statement complying with subsections (3) and (4); and
(b) every notice summoning the meeting that is given by advertisement—
(i) must include an explanatory statement complying with subsections (3) and (4); or
(ii) must state where and how a creditor or member entitled to attend the meeting may obtain a copy of the explanatory statement.
(2) If a notice given by advertisement states that a creditor or member entitled to attend the meeting may obtain a copy of an explanatory statement, the company must provide a copy of the statement, free of charge, to a creditor or member applying in the manner specified in the notice.
(3) An explanatory statement—
(a) must explain the effect of the arrangement or compromise; and
(b) must state—
(i) any material interests of the company’s directors, whether as directors or as members or as creditors of the company or otherwise, under the arrangement or compromise; and
(ii) the effect of the arrangement or compromise on those interests, in so far as the effect is different from the effect on the like interests of other persons.
(4) If the arrangement or compromise affects the rights of the company’s debenture holders, an explanatory statement must give the like explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the directors.
(5) If subsection (1) or (2) is contravened, all of the following commit an offence—
(a) the company;
(b) every responsible person of the company;
(c) a liquidator or provisional liquidator of the company who authorizes or permits, participates in, or fails to take all reasonable steps to prevent, the contravention;
(d) a trustee of a deed for securing the issue of the company’s debentures who authorizes or permits, participates in, or fails to take all reasonable steps to prevent, the contravention.
(6) A person who commits an offence under subsection (5) is liable to a fine at level 5.
(7) If a person is charged with an offence under subsection (5) for a contravention of subsection (1), it is a defence to establish that the contravention was due to the refusal of another person, who was a director of the company or a trustee for debenture holders of the company, to supply the necessary particulars of that other person’s interests.

### Companies Ordinance 《公司條例》

672. Directors and trustees must notify company of interests under arrangement or compromise etc.
(1) If a meeting is summoned under section 670, a director of the company, or a trustee for its debenture holders, must give notice to the company of any matter relating to the director or trustee that may be necessary for the purposes of section 671.
(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 5.

673. Court may sanction arrangement or compromise
(1) This section applies if the creditors or the class of creditors, or the members or the class of members, or both, with whom the arrangement or compromise is proposed to be entered into, agree or agrees to the arrangement or compromise.
(2) The Court may, on application made for the purposes of this subsection, sanction the arrangement or compromise.
(3) Subject to subsection (4), an application for the purposes of subsection (2) may be made only by—
(a) in the case of an arrangement or compromise proposed to be entered into with the creditors of a company, the company or any of the creditors;
(b) in the case of an arrangement or compromise proposed to be entered into with a class of creditors of a company, the company or any creditor of that class;
(c) in the case of an arrangement or compromise proposed to be entered into with the members of a company, the company or any of the members; or
(d) in the case of an arrangement or compromise proposed to be entered into with a class of members of a company, the company or any member of that class.
(4) If the company is being wound up, an application for the purposes of subsection (2) may be made only by the liquidator or provisional liquidator.
(5) An arrangement or compromise sanctioned by the Court under subsection (2) is binding—
(a) on the company or, if the company is being wound up, on the liquidator or provisional liquidator and contributories of the company; and
(b) on the creditors or the class of creditors, or the members or the class of members, or both, with whom the arrangement or compromise is proposed to be entered into.
(6) An order made by the Court under subsection (2) has no effect until an office copy of the order is registered by the Registrar under Part 2.
(7) If the order of the Court amends the company’s articles, or any resolution or agreement to which section 622 applies, the office copy of that order delivered to the Registrar for registration for the purposes of subsection (6) must be accompanied by a copy of those articles, or the resolution or agreement, as amended.
(8) If subsection (7) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

### Companies Ordinance 《公司條例》

677. Company’s articles to be accompanied by order of Court
(1) Every copy of the company’s articles issued by the company after an order is made for the purposes of section 673 or 675 must be accompanied by a copy of the order, unless the effect of the order, and the effect of the arrangement or compromise to which the order relates, has been incorporated into the articles by alteration to those articles.
(2) If subsection (1) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

678. Interpretation
(1) In this Division, a company is a wholly owned subsidiary of another body corporate if it has no members except— (Amended 35 of 2018 s. 69)
(a) that other body corporate;
(b) a nominee of that other body corporate;
(c) a wholly owned subsidiary of that other body corporate; or
(d) a nominee of that subsidiary. (Amended 35 of 2018 s. 69)
(2) A cancellation of shares under this Division is not a reduction of share capital for the purposes of Part 5.
(3) For the purposes of this Division, a resolution approving an amalgamation mentioned in section 680(1) or 681(1) is an amalgamation proposal that has been approved.