Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 47G

Special resolution under section 47E

(Past version on 30/06/1997).

(1) A special resolution required by section 47E to be passed by a company
approving the giving of financial assistance shall be passed on the date on
which a majority of the directors of that company make the statement required
by section 47E(6) in connection with the giving of that assistance, or within
30 days immediately following that date. (Amended 28 of 2003 s. 17)

(2) Where such a resolution has been passed, an application may be made to the
court for the cancellation of the resolution-

   (a)  by the holders of not less in the aggregate than 10% in nominal value
        of the company's issued share capital or any class of it; or

   (b)  if the company is not limited by shares, by not less than 10% of the
        company's members, but the application shall not be made by a person
        who has consented to or voted in favour of the resolution.

(3) The application shall be made within 28 days after the passing of the
resolution and may be made on behalf of the persons entitled to make the
application by such one or more of their number as they may appoint in writing
for the purpose.

(4) If such an application is made, the company shall forthwith give notice in
the specified form of that fact to the Registrar. (Amended 3 of 1997 s. 14)

(5) On the hearing of the application, the court shall make an order either
cancelling or confirming the resolution and-

   (a)  may make that order on such terms and conditions as it thinks fit, and
        may (if it thinks fit) adjourn the proceedings in order that an
        arrangement may be made to the satisfaction of the court for the
        purchase of the interests of dissentient members; and

   (b)  may give such directions and make such orders as it thinks expedient
        for facilitating or carrying into effect any such arrangement.

(6) The court's order may, if the court thinks fit, provide for the purchase
by the company of the shares of any of its members and for the reduction
accordingly of the company's capital, and may make such alterations in the
company's memorandum and articles as may be required in consequence of that
provision.

(7) The company shall, within 15 days from the making of the court's order, or
within such longer period as the court may at any time by order direct,
deliver to the Registrar an office copy of the order.

(8) If the court's order requires the company not to make any, or any
specified, alteration in its memorandum or articles, the company shall not
then have power without the leave of the court to make any such alteration in
breach of the requirement. (Amended 80 of 1997 s. 102)

(9) An alteration in the memorandum or articles made by virtue of an order
under this section, if not made by resolution of the company, is of the same
effect as if duly made by resolution; and this Ordinance applies accordingly
to the memorandum or articles as so altered.

(10) A company which fails to comply with subsection (4) or (7), and any
officer who is in default, is liable to a fine and, for continued default, to
a daily default fine.

(11) A special resolution passed by a company is not effective for purposes of
section 47E-

   (a)  unless the statement required by section 47E(6) is available for
        inspection by members of the company at the meeting at which the
        resolution is passed; (Amended 28 of 2003 s. 17)

   (b)  if it is cancelled by the court on an application under this section.
        (Added 77 of 1991 s. 3) [cf. 1985 c. 6 ss. 54 & 157 U.K.]