Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 47E

Relaxation of section 47A for unlisted companies

(Past version on 01/07/2000).
(Past version on 30/06/1997).

Unlisted Companies

(1) Section 47A does not prohibit an unlisted company from giving
financial assistance in a case where the acquisition of shares in question is
or was an acquisition of shares in the company or, if it is a subsidiary of
another unlisted company, in that other company if the following provisions of
this section, and sections 47F to 48, are complied with as respects the giving
of that assistance. <* Note - Exp. X-Ref.: 
 Sections 47F, 47G, 48 *>

(2) The financial assistance may only be given if the company has net assets
which are not thereby reduced or, to the extent that they are reduced, if the
assistance is provided out of distributable profits and section 47D(2) applies
for the interpretation of this subsection.

(3) This section does not permit financial assistance to be given by a
subsidiary, in a case where the acquisition of shares in question is or was an
acquisition of shares in its holding company, if it is also a subsidiary of a
listed company which is itself a subsidiary of that holding company.

(4) Unless the company proposing to give the financial assistance is a
wholly-owned subsidiary, the giving of assistance under this section shall be
approved by special resolution of the company in general meeting.

(5) Where the financial assistance is to be given by the company in a case
where the acquisition of shares in question is or was an acquisition of shares
in its holding company, that holding company and any other company which is
both the company's holding company and a subsidiary of that other holding
company (except, in any case, a company which is a wholly-owned subsidiary)
shall also approve by special resolution in general meeting the giving of the
financial assistance.

(6) A majority of the directors of the company proposing to give the
financial assistance and, where the shares acquired or to be acquired are
shares in its holding company, a majority of the directors of that company and
of any other company which is both the company's holding company and a
subsidiary of that other holding company shall before the financial assistance
is given make a statement complying with section  47F . (Amended 3 of 1997 s.
13; 28 of 2003 s. 15)

(7) In relation to a resolution agreed to, or proposed to be agreed to, in
accordance with section 116B giving approval under subsection (4) or (5),
section 47G(11)(a) shall not apply, but the statement referred to in
subsection (6) shall be supplied- (Amended 28 of 2003 s. 15)

   (a)  to each member by whom, or on whose behalf, the resolution is required
        to be signed in accordance with section 116B; and

   (b)  at or before the time at which the resolution is supplied to the
        member for signature. (Added 46 of 2000 s. 4) [cf. 1985 c. 6 Sch. 15A,
        Pt. II, item 4, U.K.] (Added 77 of 1991 s. 3) [cf. 1985 c. 6 s. 155
        U.K.]