Division 6    Laying and Publication of Financial Statements and Reports
429.
Directors must lay financial statements etc. before company in
general meeting
(1) A company’s directors must, in respect of each financial
year, lay before the company in annual general meeting, or
in any other general meeting directed by the Court, a copy
of the reporting documents for the financial year within
the period specified in section 431.
(2) Subsection (1) does not apply in relation to a financial year
in respect of which an annual general meeting is not
required to be held under section 612.
(3) A director of a company who fails to take all reasonable
steps to secure compliance with subsection (1) commits an
offence and is liable to a fine of $300,000.
(4) A director of a company who wilfully fails to take all
reasonable steps to secure compliance with subsection (1)
commits an offence and is liable to a fine of $300,000 and
to imprisonment for 12 months.
(5) If a person is charged with an offence under subsection (3)—
(a) it is a defence to establish that the person had
reasonable grounds to believe, and did believe, that a
competent and reliable person—
(i) was charged with the duty of ensuring that
subsection (1) was complied with; and

 (b) in the case of subsection (3), at least 21 days before
the date on which a copy of the reporting documents
is sent to every member under that subsection.
(5) The period specified for the purposes of section 833(3)(d)(i)
is—
(a) in the case of subsection (1), the period beginning at
least 21 days before the date of the general meeting at
which a copy of the reporting documents is required
by section 429 to be laid and ending on the date of
that meeting; or
(b) in the case of subsection (3), the period of 21 days
after the date on which a notification under section
833(3)(c) is sent.
(6) If a copy or copies of the reporting documents are sent
under this section over a period of days, the copy or copies
are to be regarded as having been sent on the last day of
the period for the purpose of a reference in this Ordinance
to the day on which the copy or copies are sent under this
section.
431.
Period for laying and sending financial statements etc.
(1) Subject to subsection (2), the period specified for the
purposes of sections 429(1) and 430(3) is—
(a) where the company is a private company described in
subsection (3), or a company limited by guarantee, at
the end of the accounting reference period by reference
to which the financial year is determined—
(i) subject to subparagraph (ii), the period of 9 months,
or any longer period directed by the Court, after
the end of that accounting reference period; or

 (ii) if that accounting reference period is the
company’s first accounting reference period and is
longer than 12 months, whichever of the periods
set out in subsection (4)(a) and (b) expires last; or
(b) where the company is neither a private company
described in subsection (3), nor a company limited by
guarantee, at the end of that accounting reference
period—
(i) subject to subparagraph (ii), the period of 6
months, or any longer period directed by the
Court, after the end of that accounting reference
period; or
(ii) if that accounting reference period is the
company’s first accounting reference period and is
longer than 12 months, whichever of the periods
set out in subsection (5)(a) and (b) expires last.
(2) If, after a new accounting reference date is specified under
section 371(1), the accounting reference period by reference
to which the financial year is determined is shortened, the
period specified for the purposes of section 429(1) and
430(3) is whichever of the following expires last—
(a) the period specified in subsection (1);
(b) the period of 3 months after the date of the directors’
resolution.
(3) For the purposes of subsection (1)(a) or (b), the private
company is one that is not a subsidiary of a public
company at any time during the financial year.
(4) The periods set out for the purposes of subsection (1)(a)(ii)
are—
(a) the period of 9 months, or any longer period directed
by the Court, after the first anniversary of the
company’s incorporation; and

 (b) the period of 3 months after the end of the accounting
reference period by reference to which the financial
year is determined.
(5) The periods set out for the purposes of subsection (1)(b)(ii)
are—
(a) the period of 6 months, or any longer period directed
by the Court, after the first anniversary of the
company’s incorporation; and
(b) the period of 3 months after the end of the accounting
reference period by reference to which the financial
year is determined.
432.
Exception to section 430
(1) Section 430 does not require a company to send a copy of
any document to a member whose address is unknown to
the company.
(2) Section 430 does not require a company to send a copy of
any document—
(a) in the case of joint holders of shares none of whom is
entitled to receive notices of the company’s general
meeting, to more than one of the holders; or
(b) in the case of joint holders of shares some of whom
are so entitled and some not, to those who are not
entitled.
(3) Section 430 does not require a company to send a copy of
any document to a member if the company has sent the
member a copy of the summary financial report for the
financial year under section 441, or in compliance with a
request under section 444.
(4) If a company does not have a share capital, section 430
does not require the company to send a copy of any
document to a member who is not entitled to receive notice
of general meeting of the company.

 433.
Offences relating to section 430
(1) If a company contravenes section 430(1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 5.
(2) If a company contravenes section 430(3), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine of $300,000.
(3) If a company wilfully contravenes section 430(3), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine of $300,000
and to imprisonment for 12 months.
(4) If a person is charged with an offence under subsection (1)
or (2), it is not a defence to establish that the financial
statements or report was not in fact prepared as required
by this Ordinance.
434.
Company must send to non-voting members other documents
(1) A company must, at the same time when it sends a copy of
the reporting documents under section 430, send to every
member who is not entitled to vote at a general meeting of
the company—
(a) a copy of any document issued by the company and
circulated by the company with a copy of the reporting
documents under section 430; and
(b) a copy of any other document intended for the
purpose of providing information about the company’s
affairs that is so circulated.
(2) If a company contravenes subsection (1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 5.

 435.
Company must send copies of financial statements etc. to
members and others on demand
(1) Within 7 days after a demand is made by a member or a
member’s personal representative, a company must send to
the member or personal representative—
(a) one copy of the latest financial statements;
(b) one copy of the latest directors’ report; or
(c) one copy of the auditor’s report on those latest
financial statements.
(2) A copy of a document that a person is entitled to be sent
under subsection (1) is in addition to any copy of the document
that the person is entitled to be sent under section 430.
(3) If a company contravenes subsection (1), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 5 and, in the
case of a continuing offence, to a further fine of $1,000 for
each day during which the offence continues.
(4) If a person is charged with an offence under subsection (3),
it is a defence to establish that the member or member’s
personal representative (as the case may be) had previously
made another demand for the document concerned and
had been provided with a copy of the document.
436.
Requirement in connection with publication of financial statements
etc.
(1) This section applies if a company—
(a) circulates, publishes or issues—
(i) any specified financial statements in relation to
the company; or
(ii) any non-statutory accounts in relation to the
company; or

 (b) otherwise makes such financial statements or accounts
available for public inspection in a manner calculated
to invite members of the public generally, or any class
of them, to read the financial statements or accounts.
(2) The specified financial statements must be accompanied by
the auditor’s report on those statements.
(3) The non-statutory accounts must be accompanied by a
statement indicating—
(a) that those accounts are not specified financial
statements in relation to the company;
(b) whether the specified financial statements for the
financial year with which those accounts purport to
deal have been delivered to the Registrar;
(c) whether an auditor’s report has been prepared on the
specified financial statements for the financial year;
and
(d) whether the auditor’s report—
(i) was qualified or otherwise modified;
(ii) referred to any matter to which the auditor drew
attention by way of emphasis without qualifying
the report; or
(iii) contained a statement under section 406(2) or
407(2) or (3).
(4) The non-statutory accounts must not be accompanied by
any auditor’s report on the specified financial statements.
(5) If subsection (2), (3) or (4) is contravened, the company,
and every responsible person of the company, commit an
offence, and each is liable to a fine of $150,000.
(6) In this section—
non-statutory accounts (非法定帳目), in relation to a company,
means—

 (a) any statement of financial position or statement of
comprehensive income, otherwise than as part of any
financial statements prepared by the directors, relating
to, or purporting to deal with, a financial year of the
company; or
(b) accounts in any form, otherwise than as part of any
financial statements prepared by the directors,
purporting to be a statement of financial position or
statement of comprehensive income for a group of
companies consisting of the company and its
subsidiary undertakings relating to, or purporting to
deal with, a financial year of the company;
specified financial statements (指明財務報表), in relation to a
company, means any financial statements prepared by the
directors—
(a) a copy of which is required by section 429(1) to be
laid before the company in general meeting; or
(b) a copy of which is required by section 430(3) to be
sent to every member or is otherwise circulated,
published or issued by the company.

Division 7     Summary Financial Reports
437.
Interpretation
In this Division—
potential member (潛在成員), in relation to a company, means
a person who is entitled, whether conditionally or
unconditionally, to become a member of the company.

 438.
Application of Division
This Division applies to a company in relation to a financial
year if the company does not fall within the reporting
exemption for the financial year.
439.
Directors may prepare financial report in summary form
(1) The directors of a company may prepare for a financial
year a financial report, in summary form, derived from the
reporting documents for the financial year, a copy of which
is required to be sent to every member of the company
under section 430.
(2) A financial report prepared under subsection (1)—
(a) must contain the information prescribed by the
Regulation; and
(b) must comply with other requirements prescribed by
the Regulation.
(3) If subsection (2) is contravened—
(a) a director who failed to take all reasonable steps to
secure compliance with that subsection commits an
offence and is liable to a fine of $300,000; and
(b) a director who wilfully failed to take all reasonable
steps to secure compliance with that subsection
commits an offence and is liable to a fine of $300,000
and to imprisonment for 12 months.
(4) If a person is charged with an offence under subsection (3)(a),
it is a defence to establish that the person had reasonable
grounds to believe, and did believe, that a competent and
reliable person—
(a) was charged with the duty of ensuring that subsection
(2) was complied with; and
(b) was in a position to discharge that duty.

 440.
Summary financial report to be approved and signed
(1) A summary financial report—
(a) must be approved by the directors; and
(b) must be signed on the directors’ behalf by a director.
(2) Every copy of a summary financial report sent to a
member under this Division or otherwise circulated,
published or issued by the company must state the name of
the director who signed the report on the directors’ behalf.
(3) If, as respect any summary financial report a copy of which
is circulated, published or issued by the company,
subsection (1) is contravened, the company, and every
responsible person of the company, commit an offence, and
each is liable to a fine at level 4.
(4) If subsection (2) is contravened, the company, and every
responsible person of the company, commit an offence, and
each is liable to a fine at level 4.
441.
Company may send copy of summary financial report to member
(1) If a company is required to send a copy of the reporting
documents for a financial year to a member under section
430, the company may send a copy of the summary financial
report for the financial year (if any) to the member instead.
(2) If a company sends a copy of the summary financial report
for a financial year to a member under subsection (1), the
copy must be sent during the period within which a copy of the
reporting documents for the financial year would be required to
be sent to the member by the company under section 430.
442.
Company may seek member’s intent on receiving summary
financial report
(1) A company may notify every member or potential member
to give the company a notice of intent under subsection (3).

 (2) A notification to a member or potential member—
(a) must be given in writing; and
(b) must be given in relation to a financial year.
(3) In response to a notification, a member or potential
member may give the company a notice of intent to—
(a) request—
(i) either a copy of the reporting documents or a
copy of the summary financial report; or
(ii) none of those copies; and
(b) in the case of paragraph (a)(i), request the copy to be
sent by the company in hard copy form, in electronic
form, or by making it available on a website.
(4) A member or potential member may only make a request
under subsection (3)(b) in response to a notification for a
copy of the reporting documents or a copy of the summary
financial report to be sent in electronic form or by making
it available on a website if the company has given, in the
notification, the member or potential member an option to
request the copy to be so sent.
(5) If a notice of intent is received by the company at least 28
days before the first date on which a copy of the reporting
documents for the financial year is sent to a member under
section 430, the notice of intent has effect in relation to
that financial year, and every subsequent financial year,
until it ceases to have effect by virtue of subsection (7).
(6) If a notice of intent is received by the company less than
28 days before the first date on which a copy of the
reporting documents for the financial year is sent to a
member under section 430—
(a) the notice of intent has effect in relation to every
financial year subsequent to that financial year until it
ceases to have effect by virtue of subsection (7); and

 (b) the member or potential member is to be regarded
as—
(i) having requested a copy of the summary financial
report for the financial year; and
(ii) having requested the summary financial report to
be sent by the company in hard copy form.
(7) A notice of intent ceases to have effect if the person who
gave the notice—
(a) is no longer a member of the company; or
(b) revokes the notice by giving the company a written
notice of revocation.
(8) If a member or potential member does not give the
company a notice of intent in response to a notification
before the first date on which a copy of the reporting
documents for the financial year is sent to a member under
section 430, the member or potential member is to be
regarded as—
(a) having requested a copy of the summary financial
report for the financial year and every subsequent
financial year; and
(b) having requested the summary financial report to be
sent by the company in hard copy form.
(9) Subsection (8) ceases to have effect in relation to a person
if—
(a) the person is no longer a member of the company; or
(b) the person gives the company a written notice of
cessation of statutory election.
443.
Notice of revocation and notice of cessation of statutory election
(1) A notice of revocation given by a person for the purposes
of section 442(7)(b)—

 (a) must state the financial year to which it relates;
(b) must state that the notice of intent previously given by
the person is revoked;
(c) must state that the person requests—
(i) either a copy of the reporting documents or a
copy of the summary financial report; or
(ii) none of those copies; and
(d) in the case of paragraph (c)(i), must state that the
person requests the copy to be sent by the company in
hard copy form, in electronic form, or by making it
available on a website.
(2) The request stated in a notice of revocation under
subsection (1)(c) must be different from the request stated
in the notice of intent revoked by the notice of revocation.
(3) A notice of cessation of statutory election given by a
person for the purposes of section 442(9)(b)—
(a) must state the financial year to which it relates;
(b) must state that the person is no longer regarded as
having made the requests mentioned in section 442(8);
(c) must state that the person requests—
(i) either a copy of the reporting documents or a
copy of the summary financial report; or
(ii) none of those copies; and
(d) in the case of paragraph (c)(i), must state that the
person requests the copy to be sent by the company in
hard copy form, in electronic form, or by making it
available on a website.
(4) A person may only state in a notice of revocation under
subsection (1)(d), or a notice of cessation of statutory
election under subsection (3)(d), that the person requests
for a copy of the reporting documents or a copy of the

 summary financial report to be sent in electronic form or
by making it available on a website if the company has
given, in the notification under section 442(1) to which the
notice relates, the person an option to request the copy to
be so sent.
(5) If a notice of revocation, or a notice of cessation of
statutory election, is received by the company at least
28 days before the first date on which a copy of the
reporting documents for the financial year to which the
notice relates is sent to a member under section 430, the
notice has effect in relation to that financial year, and every
subsequent financial year.
(6) If a notice of revocation, or a notice of cessation of
statutory election, is received by the company less than 28
days before the first date on which a copy of the reporting
documents for the financial year to which the notice relates
is sent to a member under section 430, the notice has effect
in relation to every financial year subsequent to that
financial year.
444.
Company must comply with member’s request in notice of intent
etc.
(1) If a person requests a copy of the reporting documents, or
a copy of the summary financial report, in a relevant
notice, the company must comply with the request unless it
is prohibited from doing so by section 446.
(2) The request must be complied with during the period
within which a copy of the reporting documents for the
relevant financial year would be required to be sent to the
person by the company under section 430.

 (3) Subsection (1) does not require a company to comply with
a potential member’s request unless the potential member
becomes a member of the company at least 28 days before
the first date on which a copy of the reporting documents
for the financial year is sent to a member under section
430(1) or (3).
(4) In this section—
relevant financial year (有關財政年度) means the financial year
in relation to which the relevant notice has effect under
section 442 or 443;
relevant notice (有關通知) means—
(a) a notice of intent given under section 442(3);
(b) a notice of revocation given for the purposes of
section 442(7)(b); or
(c) a notice of cessation of statutory election given for the
purposes of section 442(9)(b).
445.
Additional copy of reports etc. to be sent by company
(1) If a company has sent a copy of the summary financial
report for a financial year to a person under section 441, or
in compliance with a request under section 444, the
company must, at the person’s request, send a copy of the
reporting documents for the financial year to the person at
the time specified in subsection (3).
(2) If a company has sent a copy of the reporting documents
for a financial year to a person under section 430, the
company must, at the person’s request, send a copy of the
summary financial report for the financial year to the
person at the time specified in subsection (3) unless it is
prohibited from doing so by section 446.
(3) The time specified for subsection (1) or (2) is—

 (a) where a copy of the reporting documents for the
financial year is to be laid before the company in
general meeting under section 429(1), and the company
receives the person’s request more than 14 days before
the date of that meeting, any time falling at least 7
days before the date of that meeting; or
(b) in any other case, any time within 14 days after the
date on which the company receives the person’s
request.
(4) Subsection (1) or (2) does not require a company to send a
copy of the summary financial report or reporting
documents for a financial year to a person if—
(a) where a copy of the reporting documents for the
financial year is laid before the company in general
meeting under section 429(1), the person’s request is
made after the expiry of a period of 6 months after
the date of that meeting; or
(b) where a copy of the reporting documents for the
financial year is sent to every member under section
430(3), the person’s request is made after the expiry of
a period of 6 months after the date on which the copy
is sent.
(5) Subsection (2) does not require a company to send a copy
of the summary financial report for a financial year to a
person unless—
(a) the company has prepared the summary financial
report for the financial year; and
(b) when the company sent a copy of the reporting
documents for the financial year to the person, the
company gave the person a right to request a copy of
the summary financial report for the financial year.

 (6) If a company contravenes subsection (1) or (2), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 5
and, in the case of a continuing offence, to a further fine of
$1,000 for each day during which the offence continues.
(7) If a company is charged with an offence under subsection
(6), it is a defence to establish that it took all reasonable
steps to secure compliance with subsection (1) or (2) (as the
case may be).
446.
Company must not send summary financial report under some
circumstances
(1) A company must not send a copy of the summary financial
report for the purposes of section 441(1) for a financial
year to a member if—
(a) the company’s articles require that a copy of the
reporting documents for the financial year must be
sent to each member; or
(b) the company’s articles prohibit the company from
sending a copy of the summary financial report for the
purposes of section 441(1) for the financial year to a
member.
(2) A company must not send a copy of the summary financial
report for a financial year to a member if—
(a) an auditor’s report has not been prepared on the
financial statements for the financial year;
(b) the summary financial report has not been approved
by the directors;
(c) the summary financial report has not been signed on
the directors’ behalf; or
(d) the summary financial report does not comply with
section 439(2).

 (3) If a company contravenes subsection (1) or (2), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 5.

Division 8     Miscellaneous
447.
Exemption applicable to dormant company
(1) The following provisions do not apply to a company that is
a dormant company under section 5(1)—
(a) section 367(4);
(b) Subdivisions 3 and 4 of Division 4;
(c) Subdivisions 2 and 3 of Division 5;
(d) sections 411 and 412;
(e) Subdivisions 6, 7 and 8 of Division 5;
(f) Divisions 6 and 7.
(2) If such a company enters into an accounting transaction—
(a) subsection (1) ceases to have effect on and after the
date of the accounting transaction; and
(b) a member of the company who knew or ought to have
known about the accounting transaction, and every
director of the company, are personally liable for any
debt or liability of the company arising out of the
accounting transaction.
(3) In this section—
director (董事) includes a shadow director.
448.
Liability for untrue or misleading statement in reports
(1) This section applies to—

 (a) a directors’ report; and
(b) a summary financial report so far as it is derived from
a directors’ report.
(2) A director of a company is liable to compensate the
company for any loss suffered by the company as a result
of—
(a) any untrue or misleading statement in the report; or
(b) the omission from the report of anything required to
be included in it.
(3) A director is not liable unless—
(a) in the case of subsection (2)(a), the director knew the
statement to be untrue or misleading or was reckless
as to whether it was untrue or misleading; or
(b) in the case of subsection (2)(b), the director knew the
omission to be a dishonest concealment of a material
fact.
(4) A person is not subject to any liability to another person
other than the company resulting from reliance, by that
other person or any other person, on information contained
in the report.
(5) For the purposes of subsection (4), a person is also subject
to a liability to another person if that other person is
entitled against the person—
(a) to be granted any civil remedy; or
(b) to rescind or repudiate an agreement.
(6) This section does not affect liability for criminal offence.
449.
Voluntary revision of financial statements etc.
(1) If—

 (a) a copy of any financial statements prepared by the
directors of a company has been sent under section
430 to a member; and
(b) it subsequently appears to the directors of the
company that the financial statements did not comply
with this Ordinance,
the directors may cause the financial statements to be
revised and make necessary consequential revisions to the
summary financial report or directors’ report concerned.
(2) Such revision of the financial statements is to be confined
to—
(a) those aspects of the financial statements that did not
comply with this Ordinance; and
(b) other necessary consequential revisions.
(3) If—
(a) the directors of a company decide to cause any
financial statements to be revised under subsection (1);
and
(b) a copy of the financial statements has been delivered
to the Registrar in compliance with section 664(3)(b),
the company must, within 7 days after the decision, deliver
to the Registrar for registration a warning statement, in the
specified form, that the financial statements will be so
revised.
(4) If a company contravenes subsection (3), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 5 and, in the
case of a continuing offence, to a further fine of $1,000 for
each day during which the offence continues.

 450.
Financial Secretary may make regulation regarding revision of
financial statements etc.
(1) The Financial Secretary may make regulations—
(a) providing for the application of this Ordinance in
relation to the financial statements, summary financial
report or directors’ report that has been revised under
section 449; and
(b) providing for requirements in relation to revised
financial statements, summary financial report or
directors’ report.
(2) The regulations may—
(a) make different provisions according to whether the
financial statements, summary financial report or
directors’ report has been revised by—
(i) supplementing the financial statements or report
with another document that shows the revisions;
or
(ii) replacing the financial statements or report;
(b) provide for the functions of the persons who prepare
the auditor’s report in relation to the financial
statements, summary financial report or directors’
report that has been revised;
(c) where—
(i) the financial statements or directors’ report, or a
copy of the statements or report, has, before the
revision, been laid before the company in general
meeting under section 429, been sent to members
under section 430, or been delivered to the
Registrar in compliance with section 664(3)(b); or

 (ii) a copy of a summary financial report has, before
the revision, been sent to a member under section
441, or in compliance with a request under section
444 or 445(2),
require the company or the directors of the company
to take the steps specified in the regulations in relation
to the financial statements or report that has been
revised; and
(d) provide for the application of this Ordinance to the
financial statements, summary financial report or
directors’ report that has been revised, subject to such
additions, exceptions and modifications as may be
specified in the regulations.
(3) The regulations may provide that any of the following is an
offence—
(a) a failure to take all reasonable steps to secure compliance
with, as respects the financial statements, summary
financial report or directors’ report that has been revised—
(i) a specified provision of the regulations; or
(ii) a specified provision of this Ordinance as having
effect under the regulations;
(b) a contravention of—
(i) a specified provision of the regulations; or
(ii) a specified provision of this Ordinance as having
effect under the regulations.
(4) The maximum fine that may be prescribed for an offence
committed wilfully is $300,000 and the maximum
imprisonment is 12 months. The maximum fine that may
be prescribed for an offence not committed wilfully is
$300,000. In addition, in the case of a continuing offence, a
further fine not exceeding $2,000 for each day during which
the offence continues may be prescribed.

 (5) The regulations may provide for defences to any such
offence.
451.
Financial Secretary may make regulation regarding disclosures of
certain information
The Financial Secretary may make regulations prescribing, for
the purposes of section 383(3), a requirement that the financial
statements for the financial year are to contain a statement
showing the information about the matter mentioned in section
383(1)(d).
452.
Financial Secretary may make other regulations
(1) The Financial Secretary may make regulations prescribing
a body for the purposes of section 380(8)(a).
(2) The Financial Secretary may make regulations—
(a) prescribing information that is required to be
contained in the notes to any financial statements
under section 383(1); and
(b) prescribing other requirements for notes to any
financial statements.
(3) The Financial Secretary may make regulations—
(a) prescribing information that is required to be
contained in a directors’ report under section 388(1)
and (2); and
(b) prescribing other requirements for a directors’ report.
(4) The Financial Secretary may make regulations—
(a) prescribing information that is required to be
contained in a summary financial report under section
439(2); and
(b) prescribing other requirements for a summary financial
report.

 (5) The Financial Secretary may make regulations—
(a) providing for the form and contents of—
(i) a notification under section 442(2);
(ii) a notice of intent under section 442(3); or
(iii) any document attached to such a notification or
notice; and
(b) providing that any such document is to be postage
prepaid.