### Companies Ordinance 《公司條例》

179. Description of shares of different classes
(1) A share certificate issued by a company that has different classes of shares must contain in a prominent position a statement—
(a) stating that the company’s share capital is divided into different classes of shares; and
(b) specifying the voting rights attached to shares in each class.
(2) If a company has a class of shares the holders of which are not entitled to vote at general meetings of the company—
(a) the descriptive title of shares in the class must include the words “non voting” or the Chinese characters “無表決權”; and
(b) the company must ensure that those words appear legibly on any share certificate issued by the company.
(3) Subsection (2) does not apply to shares that are described as preference shares or preferred shares.
(4) 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.

### Companies Ordinance 《公司條例》

181. Notifying class members of variation
(1) If the rights attached to shares in any class of shares in a company are varied, the company must give written notice of the variation to each holder of shares in that class within 14 days after the date on which the variation is made.
(2) 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.

182. Disallowance or confirmation of variation by Court
(1) If the rights attached to shares in any class of shares in a company are varied, holders representing at least 10% of the total voting rights of holders of shares in the class may apply to the Court to have the variation disallowed.
(1A) However, the holders may not apply to the Court under subsection (1) to have the variation disallowed if the variation is made with—
(a) written consent of all holders representing the total voting rights of holders of shares in the class; or
(b) a resolution passed unanimously by all holders representing the total voting rights of holders of shares in the class at a separate general meeting of those holders. (Added 35 of 2018 s. 16)
(2) An application must be made within 28 days after the date on which the variation is made.
(3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed in writing by all of them.
(4) The following persons are entitled to be heard on an application—
(a) the applicant;
(b) any other person who appears to the Court to be interested in the application.
(5) The Court may, by order, disallow the variation if it is satisfied that the variation would unfairly prejudice the members represented by the applicant.
(6) If the Court is not so satisfied, it must, by order, confirm the variation.
(7) Nothing in this section affects—
(a) the right of a member to petition the Court under section 724; or
(b) the Court’s powers under section 725.

183. Delivery of order of Court to Registrar
(1) If the Court makes an order under section 182 in relation to a company, the company must deliver an office copy of the order to the Registrar for registration within 15 days after it is made.
(2) 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.

### Companies Ordinance 《公司條例》

184. Notifying Registrar of variation
(1) If the rights attached to shares in any class of shares in a company are varied, the company must deliver to the Registrar for registration, within one month after the date on which the variation takes effect—
(a) a copy of the resolution or other document that authorized the variation; and
(b) a notice in the specified form including a statement of capital, as at the time immediately after the variation takes effect, that complies with section 201. (Amended 35 of 2018 s. 17)
(2) Subsection (1)(a) does not apply if the company is required to deliver a copy of the resolution or other document to the Registrar under another provision of this Ordinance.
(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.

185. Application of Subdivision
This subdivision applies to a company that does not have a share capital.

186. Rights of members
In this Ordinance, a reference to the rights of a class of members of a company that does not have a share capital is a reference to the rights of the members in that class in their capacity as members of the company.

187. Classes of members
For the purposes of this Ordinance, members of a company that does not have a share capital are in one class if the rights of the members are in all respects uniform.

### Companies Ordinance 《公司條例》

189. Notifying class members of variation
(1) If the rights of any class of members of a company that does not have a share capital are varied, the company must give written notice of the variation to each member in that class within 14 days after the date on which the variation is made.
(2) 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.

190. Disallowance or confirmation of variation by Court
(1) If the rights of any class of members of a company that does not have a share capital are varied, members representing at least 10% of the members in the class may apply to the Court to have the variation disallowed.
(1A) However, the members may not apply to the Court under subsection (1) to have the variation disallowed if the variation is made with—
(a) written consent of all members in the class; or
(b) a resolution passed unanimously by all members in the class at a separate general meeting of those members. (Added 35 of 2018 s. 19)
(2) An application must be made within 28 days after the date on which the variation is made.
(3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed in writing by all of them.
(4) The following persons are entitled to be heard on an application—
(a) the applicant;
(b) any other person who appears to the Court to be interested in the application.
(5) The Court may, by order, disallow the variation if it is satisfied that the variation would unfairly prejudice the members represented by the applicant.
(6) If the Court is not so satisfied, it must, by order, confirm the variation.
(7) Nothing in this section affects—
(a) the right of a member to petition the Court under section 724; or
(b) the Court’s powers under section 725.

191. Delivery of order of Court to Registrar
(1) If the Court makes an order under section 190 in relation to a company, the company must deliver an office copy of the order to the Registrar for registration within 15 days after it is made.
(2) 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.