Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 49B

Power of company to purchase own shares

(Past version on 30/06/1997).

(1) Subject to sections 49, 49A, 49BA, 49C, 49E, 49F, 49G, 49H, 49P, 49Q, 49R
and 49S, a listed company may, if authorized to do so by its articles,
purchase its own shares (including any redeemable shares).

(2) Subject to sections 49 to 49S, an unlisted company limited by shares or
limited by guarantee and having a share capital may, if authorized to do so by
its articles, purchase its own shares (including any redeemable shares). <* Note - Exp. X-Ref.: Sections 49, 49A, 49B, 

49BA, 49C, 49D, 49E, 49F, 49G, 49H, 49I, 49J, 49K, 49L, 49M, 49N, 49O, 49P,
49Q, 49R, 49S *>

(3) Sections 49 and 49A apply to the purchase by a company under this section
of its own shares as they apply to the redemption of redeemable shares, save
that the terms and manner of purchase need not be determined by the articles
as required by section 49A(3).

(4) Notwithstanding subsections (1) and (2) but subject to sections  49 , 49A,
49F, 49G, 49H, 49I(4) and (5), 49P, 49Q, 49R and 49S, except that such
purchases may be made either out of or otherwise than out of its
distributable profits or the proceeds of a fresh issue of shares, a listed 
company and an unlisted company limited by shares or limited by guarantee and
having a share capital may, if authorized to do so by its articles, purchase
its own shares (including any redeemable shares) in order to-

   (a)  settle or compromise a debt or claim;

   (b)  eliminate a fractional share or fractional entitlement or in the case
        of a listed company, an odd lot of shares;

   (c)  fulfil an agreement in which the company has an option or is obliged
        to purchase shares under an employee share scheme which had previously
        been approved by the company in general meeting; or

   (d)  comply with an order of the court under section 8(4), 47G(5) or
        168A(2). (Amended 13 of 1995 s. 2)

(5) In subsection (4)(b), an "odd lot of shares" (碎股) means a number of
shares in the company less than the usual number authorized for trading on a
recognized stock market. (Amended 5 of 2002 s. 407)

(6) A company may not under this section purchase its shares if as a result of
the purchase there would no longer be any member of the company holding shares
other than redeemable shares. (Added 77 of 1991 s. 4) [cf. 1985 c. 6 s. 162
U.K.]

"odd lot of shares" (碎股)