Division 1    Preliminary
722.
Interpretation
(1) In this Part—
company (公司) includes a non-Hong Kong company.
(2) In this Part, a reference to a company’s articles, in the case
of a company not having articles, is to be read as the
instrument constituting or defining the constitution of the
company.
 

Division 2    Remedies for Unfair Prejudice to Members’ Interests
723.
Interpretation
(1) In this Division, a reference to a member of a company
includes—
(a) the personal representative of a person who,
immediately before the person’s death, was a member
of the company; and
(b) a trustee of, or a person beneficially interested in, the
shares of the company by virtue of the will or
intestacy of another person who, immediately before
that other person’s death, was a member of the
company.

(2) In this Division, a reference to a past member of a
company includes the personal representative of a person
who, immediately before the person’s death, was a past
member of the company.
(3) For the purposes of this Division, a person is not a past
member of a company unless—
(a) the person was, but is no longer, a member of the
company; and
(b) the person ceased to be such a member on or after
15 July 2005.
724.
When Court may order remedies
(1) The Court may exercise the power under section 725(1)(a)
and (2) if, on a petition by a member of a company, it
considers that—
(a) the company’s affairs are being or have been conducted
in a manner unfairly prejudicial to the interests of the
members generally or of one or more members
(including the member); or
(b) an actual or proposed act or omission of the company
(including one done or made on behalf of the
company) is or would be so prejudicial.
(2) The Court may exercise the power under section 725(1)(b)
and (2) if, on a petition by the Financial Secretary under
section 879(3), it considers that—
(a) a company’s affairs are being or have been conducted
in a manner unfairly prejudicial to the interests of the
members generally or of one or more members; or
(b) an actual or proposed act or omission of a company
(including one done or made on behalf of the
company) is or would be so prejudicial.(3) The Court may exercise the power under section 725(4) if,
on a petition by a past member of a company, it considers
that at the time when the past member was a member of
the company—
(a) the company’s affairs were conducted in a manner
unfairly prejudicial to the interests of the members at
that time generally or of one or more members at that
time (including the past member); or
(b) an actual act or omission of the company (including
one done or made on behalf of the company) was so
prejudicial.
725.
Remedies that Court may order
(1) The Court may—
(a) for the purposes of section 724(1), make any order
that it thinks fit for giving relief in respect of the
matter mentioned in section 724(1)(a) or (b); and
(b) for the purposes of section 724(2), make any order
that it thinks fit for giving relief in respect of the
matter mentioned in section 724(2)(a) or (b).
(2) Without limiting subsection (1), the Court—
(a) may make any or all of the following orders—
(i) an order—
(A) restraining the continuance of the conduct
of the company’s affairs in the manner
mentioned in section 724(1)(a) or (2)(a);
(B) restraining the doing of the act mentioned in
section 724(1)(b) or (2)(b); or
(C) requiring the doing of an act that, as
mentioned in section 724(1)(b) or (2)(b), the
company has omitted, or has proposed to
omit, to do;(ii) an order that proceedings that the Court thinks fit
be brought in the company’s name against any
person, and on any terms, that the Court so
orders;
(iii) an order appointing a receiver or manager of
either or both of the following—
(A) the company’s property, or any part of the
property;
(B) the company’s business, or any part of the
business;
(iv) any other order that the Court thinks fit,
whether—
(A) for regulating the conduct of the company’s
affairs in future;
(B) for the purchase of the shares of any member
of the company by another member of the
company;
(C) for the purchase of the shares of any member
of the company by the company and the
reduction accordingly of the company’s
capital; or
(D) for any other purpose; and
(b) may order the company or any other person to pay
any damages, and any interest on those damages, that
the Court thinks fit to a member of the company
whose interests have been unfairly prejudiced by the
conduct of the company’s affairs or by the act or
omission.
(3) The Court may, on making an order under subsection
(2)(a)(iii), specify the powers and duties of, and fix the
remuneration of, the receiver or manager.

(4) For the purposes of section 724(3), the Court may order
the company or any other person to pay any damages, and
any interest on those damages, that the Court thinks fit to
a member of the company at the material time whose
interests were unfairly prejudiced by the conduct of the
company’s affairs or by the act or omission.
(5) To avoid doubt, a member, past or present, of a company
is not entitled to recover, by way of damages under
subsection (2)(b) or (4), any loss that solely reflects the loss
suffered by the company that only the company is entitled
to recover under the common law.
(6) In this section—
material time (關鍵時間) means the time when the past member
was a member of the company.
726.
Alteration of articles by order of Court
(1) This section applies if a company’s articles are altered by
an order under section 725.
(2) The alteration has the same effect, and this Ordinance
applies to the articles, as if the alteration were made by a
resolution of the company.
(3) Despite anything in this Ordinance, the company has no
power, without the leave of the Court, to alter the articles
in a way that is inconsistent with the order.
(4) Within 15 days after the order is made, the company must
deliver an office copy of the order to the Registrar for
registration.
(5) If a company contravenes subsection (4), the company,
and every responsible person of the company, commit an
offence, and each is liable to a fine at level 3 and, in the
case of a continuing offence, to a further fine of $300 for
each day during which the offence continues.

Division 4    Derivative Action for Remedies for Misconduct against Companies etc.
731.
Interpretation
In this Division—
misconduct (不當行為) means fraud, negligence, breach of duty,
or default in compliance with any Ordinance or rule of
law;
proceedings (法律程序) means any proceedings (other than
criminal proceedings) within the jurisdiction of any court.
732.
Member of company or of associated company may bring or
intervene in proceedings
(1) If misconduct is committed against a company, a member
of the company or of an associated company of the
company may, with the leave of the Court granted under
section 733, bring proceedings in respect of the misconduct
before the court on behalf of the company.
(2) If, because of misconduct committed against the company,
a company fails to bring proceedings in respect of any
matter, a member of the company or of an associated
company of the company may, with the leave of the Court
granted under section 733, bring proceedings in respect of
the matter before the court on behalf of the company.
(3) If, because of misconduct committed against the company,
a company fails to diligently continue, discontinue or
defend proceedings, a member of the company or of an
associated company of the company may, with the leave ofthe Court granted under section 733, intervene in the
proceedings before the court for the purpose of continuing,
discontinuing or defending those proceedings on behalf of
the company.
(4) The cause of action in relation to the proceedings under
subsection (1) or (2) is vested in the company. Any of those
proceedings must be brought in the name of, and the relief
(if any) must be sought on behalf of, the company.
(5) The right to continue, discontinue or defend any
proceedings intervened in under subsection (3) is vested in,
and the relief (if any) must be sought on behalf of, the
company.
(6) Subject to section 736, this Division does not affect any
common law right of a member of a company, or a
member of an associated company of a company, to bring
proceedings on behalf of the company, or intervene in any
proceedings to which the company is a party.
(7) This section does not prevent a member of a company, or
of an associated company of a company, from bringing
proceedings in respect of the company, or intervening in
any proceedings to which the company is a party, on the
member’s own behalf in respect of any personal right.
733.
Leave of Court to bring or intervene in proceedings
(1) On application by a member of a company or of an
associated company of a company, the Court may grant
leave for the purposes of section 732(1), (2) or (3) if it is
satisfied that—
(a) on the face of the application, it appears to be in the
company’s interests that leave be granted to the
member;
(b) in the case of—(i) an application for leave to bring proceedings
under section 732(1) or (2), there is a serious
question to be tried and the company has not
itself brought the proceedings; or
(ii) an application for leave to intervene in
proceedings under section 732(3), the company
has not diligently continued, discontinued or
defended the proceedings; and
(c) except where leave is granted by the Court under
subsection (5), the member has served a written notice
on the company in accordance with subsection (3),
and the notice complies with subsection (4).
(2) The Court may refuse to grant leave if it is satisfied that—
(a) in the case of an application for leave to bring
proceedings under section 732(1) or (2), the member
has, in the exercise of any common law right, brought
proceedings on behalf of the company in respect of
the same cause or matter; or
(b) in the case of an application for leave to intervene in
proceedings under section 732(3), the member has, in
the exercise of any common law right, intervened in
the proceedings in question to which the company is a
party.
(3) The written notice must be served on the company, at least
14 days before the member applies for leave in respect of
the company—
(a) in the case of a company as defined by section 2(1), by
leaving the notice at, or by sending the notice by post
to, its registered office; or
(b) in the case of a non-Hong Kong company, in a
manner that the notice is sufficiently served on the
company by virtue of section 803.(4) The written notice must state—
(a) the member’s intention to apply for leave for the
purposes of section 732(1), (2) or (3) in respect of the
company; and
(b) the reasons for that intention.
(5) The Court may grant leave to dispense with the service of
a written notice for the purposes of subsection (1)(c).
734.
Approval or ratification of conduct does not bar derivative action
(1) If a company’s members approve or ratify any conduct, the
approval or ratification—
(a) does not prevent a member of the company, or of an
associated company of the company, from—
(i) bringing proceedings under section 732(1) or (2);
(ii) intervening in proceedings under section 732(3);
or
(iii) applying for leave for the purposes of section
732(1), (2) or (3);
(b) is not a ground for the Court to refuse to grant leave
for the purposes of section 732(1), (2) or (3); and
(c) is not a ground for any court to determine the
proceedings brought or intervened in by the member
in favour of the defendant.
(2) Despite subsection (1), the court may, after having regard
to the matters specified in subsection (3), take the approval
or ratification into account in deciding what judgment or
order to make in respect of—
(a) any proceedings brought or intervened in under section
732(1), (2) or (3); or
(b) an application for leave for the purposes of section
732(1), (2) or (3).(3) The matters are—
(a) whether the members were acting for proper purposes,
having regard to the company’s interests, when they
approved or ratified the conduct;
(b) to what extent those members were connected with the
conduct, when they approved or ratified the conduct;
and
(c) how well-informed about the conduct those members
were, when they decided whether or not to approve or
ratify the conduct.
735.
No discontinuance or settlement of proceedings without leave of
Court
If proceedings are brought or intervened in under section
732(1), (2) or (3), the proceedings may only be discontinued or
settled with the leave of the Court.
736.
Court may dismiss derivative proceedings brought by member
under common law etc.
(1) This section applies if—
(a) after the Court grants leave to a member of a
company, or of an associated company of a company,
for the purposes of section 732(1) or (2), the member,
in the exercise of any common law right, brings
proceedings on behalf of the company in respect of
the same cause or matter; or
(b) after the Court grants leave to a member of a
company, or of an associated company of a company,
for the purposes of section 732(3), the member, in the
exercise of any common law right, intervenes in the
proceedings in question to which the company is a
party.(2) The Court may—
(a) order to be amended any pleading or the indorsement
of any writ in the proceedings brought under the
common law, or in the intervention under the common
law;
(b) order to be struck out such pleading or that
indorsement, or anything in such pleading or that
indorsement; and
(c) order the proceedings brought under the common law,
or the intervention under the common law, to be
stayed or dismissed or judgment to be entered
accordingly.
(3) This section is in addition to, and does not derogate from,
any power of the Court given by the law.
737.
Court’s general powers to order and direct
(1) The Court may make any order, and give any direction,
that it thinks fit in respect of—
(a) any proceedings brought or intervened in under section
732(1), (2) or (3);
(b) an application for leave for the purposes of section
732(1), (2) or (3);
(c) a refusal to grant such leave; or
(d) an order under section 736(2).
(2) Without limiting subsection (1), the Court may do any or
all of the following under paragraph (a) or (b) of that
subsection—
(a) make an interim order pending the determination of
the proceedings or application;
(b) give directions concerning the conduct of the
proceedings or application;

(c) make an order directing the company, or an officer of
the company—
(i) to provide, or not to provide, any information or
assistance that the Court thinks fit for the purpose
of the proceedings or application; or
(ii) to do, or not to do, any other act;
(d) make an order appointing an independent person to
investigate and report to the Court on—
(i) the company’s financial position;
(ii) the facts or circumstances that gave rise to the
proceedings or application; or
(iii) the costs incurred by the parties to the
proceedings or application, and by the member
who brought or intervened in the proceedings or
who made the application.
(3) If the Court appoints an independent person under
subsection (2)(d), it may—
(a) order any or all of the following persons to be liable
for any expenses arising out of the investigation—
(i) the company;
(ii) the parties to the proceedings or application;
(iii) the member who brought or intervened in the
proceedings or who made the application;
(b) review, vary or revoke an order made under paragraph
(a); and
(c) make any other order that it thinks fit for the purposes
of that subsection.
(4) The Court may, in relation to one or more persons who are
liable for any expenses under an order made or varied
under subsection (3), determine the nature and extent of
the liability of the person or each of the persons.

738.
Court may order costs
(1) The Court may make any order that it thinks fit about the
costs—
(a) incurred or to be incurred in relation to—
(i) any proceedings brought or intervened in, or to
be brought or intervened in, under section 732(1),
(2) or (3); or
(ii) an application for leave for the purposes of
section 732(1), (2) or (3); and
(b) incurred or to be incurred by the member, the
company, or any other parties to the proceedings or
application.
(2) An order may require the company to indemnify, out of its
assets, the member against the costs incurred or to be
incurred by that member in bringing or intervening in the
proceedings or in making the application.
(3) The Court may only make an order about costs (including
the requirement as to indemnification) under this section in
favour of the member if it is satisfied that the member was
acting in good faith in, and had reasonable grounds for,
bringing or intervening in the proceedings or making the
application.
 

Division 5    Members’ Inspection of Company’s Records
739.
Interpretation
In this Division—
document (文件) has the meaning given by section 838(1);
record (紀錄) has the meaning given by section 838(1).