Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 47B

Definitions

(Past version on 30/06/1997).

(1) In sections 47A to 48- <* Note - Exp. X-Ref.: Sections 47A, 
 47B, 47C, 47D, 47E, 47F, 47G, 48 *>

"distributable profits" (可分發利潤), in relation to the giving of any
financial assistance-

   (a)  means those profits out of which the company could lawfully make a
        distribution equal in value to that assistance; and

   (b)  includes, in a case where the financial assistance is or includes a
        non-cash asset, any profit which, if the company were to make a
        distribution of that asset, would under section 79L be available for
        that purpose;

"distribution" (分發) has the meaning given by section 79A;

"financial assistance" (資助) means-

   (a)  financial assistance given by way of gift;

   (b)  financial assistance given by way of guarantee, security or indemnity,
        other than an indemnity in respect of the indemnifier's own neglect or
        default, or by way of release or waiver;

   (c)  financial assistance given by way of a loan or any other agreement
        under which any of the obligations of the person giving the assistance
        are to be fulfilled at a time when in accordance with the agreement
        any obligation of another party to the agreement remains unfulfilled,
        or by way of the novation of, or the assignment of rights arising
        under, a loan or such other agreement; or

   (d)  any other financial assistance given by a company the net  assets of
        which are thereby reduced to a material extent or which has no
        net assets.

(2) In paragraph (d) of the definition of "financial assistance" (資
助) in subsection (1), "net assets" (淨資產) has the same meaning as in
section 157HA(15). (Amended 28 of 2003 s. 14).

(3) In sections 47A to 48- <* Note - Exp. X-Ref.: Sections 47A, 
 47B, 47C, 47D, 47E, 47F, 47G, 48 *>

   (a)  a reference to a person incurring a liability includes his changing
        his financial position by making an agreement or arrangement

(whether enforceable or unenforceable, and whether made on his own account or
with any other person) or by any other means; and

   (b)  a reference to a company giving financial assistance for the purpose
        of reducing or discharging a liability incurred by a person for the
        purpose of the acquisition of shares includes its giving such
        assistance for the purpose of wholly or partly restoring his financial
        position to what it was before the acquisition took place. (Added 77
        of 1991 s. 3) [cf. 1985 c. 6 s. 152 U.K.]

"distributable profits" (可分發利潤)

"distribution" (分發)

"financial assistance" (資助)

"net assets" (淨資產)