Hong Kong Ordinances

SECURITIES AND FUTURES ORDINANCE - SECT 214

Remedies in cases of unfair prejudice, etc. to interests of members of listed corporations, etc.

(1) Where, in relation to a corporation which is or was listed, it appears to
the Commission that at any relevant time the business or affairs of the
corporation have been conducted in a manner-

   (a)  oppressive to its members or any part of its members;

   (b)  involving defalcation, fraud, misfeasance or other misconduct towards
        it or its members or any part of its members;

   (c)  resulting in its members or any part of its members not having been
        given all the information with respect to its business or affairs that
        they might reasonably expect; or

   (d)  unfairly prejudicial to its members or any part of its members, the
        Commission may, subject to subsection (3), by petition apply to the
        Court of First Instance for an order under this section.

(2) If, on an application under this section, the Court of First Instance is
of the opinion that the business or affairs of a corporation have been
conducted in a manner described in subsection (1)(a), (b), (c) or (d), whether
through conduct consisting of an isolated act or a series of acts or any
failure to act, the Court may-

   (a)  make an order restraining the carrying out, or requiring the carrying
        out, of any act or acts;

   (b)  order that the corporation shall bring in its name such proceedings as
        the Court considers appropriate against such persons, and on such
        terms, as may be specified in the order;

   (c)  unless the corporation is an authorized financial institution, appoint
        a receiver or manager of the whole or any part of the property or
        business of the corporation and may specify the powers and duties of
        the receiver or manager and fix his remuneration;

   (d)  order that a person wholly or partly responsible for the business or
        affairs of the corporation having been so conducted shall not, without
        the leave of the Court-

        (i)    be, or continue to be, a director, liquidator, or receiver or
               manager of the property or business, of the corporation or any
               other corporation; or

        (ii)   in any way, whether directly or indirectly, be concerned, or
               take part, in the management of the corporation or any other
               corporation, for such period (not exceeding 15 years) as may be
               specified in the order;

   (e)  make any other order it considers appropriate, whether for regulating
        the conduct of the business or affairs of the corporation in future,
        or for the purchase of the shares of any members of the corporation by
        other members of the corporation or by the corporation

(and, in the case of a purchase by the corporation, for the reduction
accordingly of the corporation's capital), or otherwise.

(3) The Commission shall not make an application under this section unless it
has first consulted-

   (a)  the Financial Secretary; and

   (b)  where the corporation in question is an authorized financial
        institution or a corporation which, to the knowledge of the
        Commission, is a controller of an authorized financial institution, or
        has as its controller an authorized financial institution, or has a
        controller that is also a controller of an authorized financial
        institution, the Monetary Authority.

(4) Where the Court of First Instance makes an order under subsection (2)(d),
the order shall be filed by the Court with the Registrar of Companies, as soon
as reasonably practicable after it is made.

(5) Where an order under this section makes an alteration in or addition to
the constitution of a company, notwithstanding any other provisions of the
Companies Ordinance ( Cap 32) but subject to the provisions of the order, the
company shall not have the power, without the leave of the Court of First
Instance, to make any further alteration in or addition to the constitution
inconsistent with the order.

(6) Where any alteration in or addition to the constitution of a company is
made by an order under this section, the alteration or addition

(as the case may be) has the same effect as if duly made by a resolution of
the company, and the Companies Ordinance ( Cap 32) applies to the constitution
as altered or added to accordingly.

(7) An office copy of an order of the Court of First Instance altering or
adding to, or of the leave of the Court to alter or add to, the constitution
of a company shall, within 14 days after the order is made or the leave is
given, be delivered by the company to the Registrar of Companies for
registration.

(8) A company which contravenes subsection (7) commits an offence and is
liable on conviction to a fine at level 3 and, in the case of a continuing
offence, to a further fine of $300 for every day during which the offence
continues.

(9) In this section-

"controller" (控制人) means a person who is an indirect controller or a
majority shareholder controller as defined in section 2(1) of the Banking 
Ordinance ( Cap 155);

"relevant time" (有關時間)-

   (a)  in relation to a corporation which is listed, means any time since the
        formation of the corporation; or

   (b)  in relation to a corporation which was listed, means any time since
        the formation of the corporation but before the corporation ceased to
        remain listed.

"controller" (控制人)

"relevant time" (有關時間)