Division 1     Preliminary
357.
Interpretation
(1) In this Part—
annual consolidated financial statements (周年綜合財務報表)
means the consolidated statements required to be prepared
under section 379(2);
annual financial statements (周年財務報表) means the statements
required to be prepared under section 379(1);
auditor’s report (核數師報告) means the report required to be
prepared under section 405;
directors’ report (董事報告) means—
(a) the report required to be prepared under section
388(1); or
(b) the consolidated report required to be prepared under
section 388(2);
financial
statements
(財務報表)
means
annual
financial
statements or annual consolidated financial statements;
Regulation (《規例》) means the regulations made under sections
451 and 452;
summary financial report (財務摘要報告) means a financial
report prepared under section 439.
(2) In this Part, a reference to the reporting documents for a
financial year is a reference to all of the following—

(a) the financial statements for the financial year;
(b) the directors’ report for the financial year;
(c) the auditor’s report on those financial statements.
(3) For the purposes of this Part, a body corporate is a wholly
owned subsidiary of another body corporate if it has only
the following as members—
(a) that other body corporate;
(b) a wholly owned subsidiary of that other body corporate;
(c) a nominee of that other body corporate or such a
wholly owned subsidiary.
358.
Application in relation to financial year beginning on or after
commencement date of relevant provision etc.
(1) Each of the following sections applies in relation to a
financial year beginning on or after the commencement
date of that section—
(a) section 359;
(b) section 379;
(c) section 388;
(d) section 389;
(e) section 429;
(f) section 430;
(g) section 439.
(2) Each of the following sections applies in relation to
accounting records for a financial year beginning on or
after the commencement date of that section—
(a) section 373;
(b) section 374;
(c) section 376;

(d) section 377.
(3) Each of the following sections applies in relation to
financial statements for a financial year beginning on or
after the commencement date of that section—
(a) section 380;
(b) section 381;
(c) section 382;
(d) section 383;
(e) section 436;
(f) section 449.
(4) Section 387 applies in relation to a statement of financial
position for a financial year beginning on or after the
commencement date of that section.
(5) Each of the following sections applies in relation to a
directors’ report for a financial year beginning on or after
the commencement date of that section—
(a) section 390;
(b) section 391.
(6) Each of the following sections applies in relation to an
appointment of an auditor for a financial year beginning
on or after the commencement date of that section—
(a) section 394;
(b) section 395;
(c) section 396;
(d) section 398;
(e) section 399.
(7) Each of the following sections applies in relation to a
person appointed as auditor for a financial year beginning
on or after the commencement date of that section—

 (a) section 402;
(b) section 403;
(c) section 404.
(8) Section 411 applies in relation to a general meeting of
which notice is given on or after the commencement date
of that section.
(9) Each of the following sections applies in relation to a
person who is appointed, or is deemed to be reappointed,
as auditor for a financial year beginning on or after the
commencement date of that section—
(a) section 412;
(b) section 416;
(c) section 417;
(d) section 418;
(e) section 419.
(10) Section 415 applies to a provision made on or after the
commencement date of that section.
(11) Section 435 applies in relation to—
(a) any financial statements and directors’ report for a
financial year beginning on or after the commencement
date of that section; and
(b) any auditor’s report on those financial statements.
(12) Section 440 applies in relation to a summary financial
report for a financial year beginning on or after the
commencement date of that section.
(13) Schedule 4 applies in relation to financial statements for a
financial year beginning on or after the commencement
date of that Schedule.

Division 2     Reporting Exemption
359.
Company falling within reporting exemption
(1) For the purposes of this Part, a company falls within the
reporting exemption for a financial year—
(a) if—
(i) it is qualified as a small private company or small
guarantee company for the financial year; and
(ii) it is not a company specified in subsection (4) at
any time during the financial year;
(b) if—
(i) it is a private company at all times, and is not a
company specified in subsection (4) at any time,
during the financial year;
(ii) it does not have any subsidiary and is not a
subsidiary of another company; and
(iii) all members of the company agree in writing that
the company is to fall within the reporting
exemption for the financial year only; or
(c) if—
(i) it is a private company at all times, and is not a
company specified in subsection (4) at any time,
during the financial year;
(ii) it is qualified as an eligible private company for
the financial year; and
(iii) the conditions specified in section 360(1) are
satisfied.

 (2) For the purposes of this Part, a company also falls within
the reporting exemption for a financial year if—
(a) it is a private company at all times, and is not a
company specified in subsection (4) at any time, during
the financial year;
(b) it is the holding company of a group of companies, of
which no member is a company specified in subsection
(4) at any time during the financial year; and
(c) the group of companies—
(i) is qualified as a group of small private companies
for the financial year; or
(ii) is qualified as a group of eligible private
companies for the financial year and the
conditions specified in section 360(2) are satisfied.
(3) For the purposes of this Part, a company also falls within
the reporting exemption for a financial year if—
(a) it is a company limited by guarantee at all times, and
is not a company specified in subsection (4) at any
time, during the financial year;
(b) it is the holding company of a group of companies, of
which no member is a company specified in subsection
(4) at any time during the financial year; and
(c) the group of companies is qualified as a group of
small guarantee companies for the financial year.
(4) The company specified for the purposes of subsections (1),
(2) and (3) is—
(a) one that carries on any banking business and holds a
valid banking licence granted under the Banking
Ordinance (Cap. 155);

 (b) one that is a corporation licensed under Part V of the
Securities and Futures Ordinance (Cap. 571) to carry
on a business in any regulated activity within the
meaning of that Ordinance; or
(c) one that—
(i) carries on any insurance business otherwise than
solely as an agent; or
(ii) accepts, by way of trade or business (other than
banking business), loans of money at interest or
repayable at a premium, otherwise than on terms
involving the issue of debentures or other
securities.
360.
Conditions specified for section 359(1)(c)(iii) and (2)(c)(ii)
(1) The conditions specified for the purposes of section
359(1)(c)(iii) are—
(a) subject to subsection (3), a resolution is passed at a
general meeting by the members holding at least 75%
of the voting rights in the company to the effect that
the company is to fall within the reporting exemption
for the financial year; and
(b) the members holding the remaining voting rights do
not vote against the resolution.
(2) The conditions specified for the purposes of section
359(2)(c)(ii) are—
(a) if the group of companies is not qualified as a group
of small private companies for the financial year by
reason only that the condition specified in section 1(7)
of Schedule 3 is not satisfied in the relevant financial
year or financial years—
(i) subject to subsection (3), a resolution is passed at
a general meeting by the members holding at least
75% of the voting rights in each company in the

 group that is not qualified as a small private
company to the effect that the company is to fall
within the reporting exemption for the financial
year; and
(ii) the members holding the remaining voting rights
do not vote against the resolution;
Note—
A group of companies is qualified as a group of small private
companies if it falls within section 364(1), (2) or (3).
(b) if the group of companies is not qualified as a group
of small private companies for the financial year by
reason only that any 2 of the conditions specified in
section 1(8) of Schedule 3 are not satisfied in the
relevant financial year or financial years—
(i) subject to subsection (3), a resolution is passed at
the general meeting by the members holding at
least 75% of the voting rights in the holding
company to the effect that the holding company is
to fall within the reporting exemption for the
financial year; and
(ii) the members holding the remaining voting rights
do not vote against the resolution; or
(c) if the group of companies is not qualified as a group
of small private companies for the financial year by
reason that both the condition specified in section 1(7)
of Schedule 3 and any 2 of the conditions specified in
section 1(8) of that Schedule are not satisfied in the
relevant financial year or financial years—
(i) subject to subsection (3), a resolution is passed at
a general meeting by the members holding at least
75% of the voting rights in each company in the
group that is not qualified as a small private
company, and in the holding company, to the

 effect that the company is to fall within the
reporting exemption for the financial year; and
(ii) the members holding the remaining voting rights
do not vote against the resolution.
(3) If—
(a) a resolution is passed for the purposes of subsection
(1)(a) or (2)(a)(i), (b)(i) or (c)(i) to the effect that a
company is to fall within the reporting exemption for
a financial year;
(b) by notice in writing to the company, a member objects
to the company falling within the reporting exemption
for the financial year; and
(c) the notice is given at least 6 months before the end of
the financial year to which the objection relates,
the resolution is regarded as not being passed in relation to
the financial year to which the objection relates.
(4) Within 14 days after receiving a notice under subsection
(3)(b), a company must notify its members of the
objection.
(5) Special notice is required for a resolution mentioned in
subsection (1)(a) or (2)(a)(i), (b)(i) or (c)(i).
Note—
See also section 578 which sets out the requirements regarding special
notice.
361.
Small private company
(1) For the purposes of this Part, if a company is a private
company formed and registered under this Ordinance, and
any 2 of the conditions specified in section 1(1) of Schedule
3 are satisfied in its first financial year, the company is
qualified as a small private company for that first financial

 year, and every subsequent financial year, until it is
disqualified under subsection (4).
(2) For the purposes of this Part, if a company is an existing
private company, and any 2 of the conditions specified in
section 1(1) of Schedule 3 are satisfied—
(a) in its first financial year after the coming into
operation of this section; or
(b) in the financial year of the company for the purposes
of the predecessor Ordinance that immediately
precedes that first financial year,
the company is qualified as a small private company for
that first financial year, and every subsequent financial year,
until it is disqualified under subsection (4).
(3) For the purposes of this Part, if—
(a) a company is a private company; and
(b) after its first financial year after the coming into
operation of this section, any 2 of the conditions
specified in section 1(1) of Schedule 3 are satisfied for
2 consecutive financial years,
the company is also qualified as a small private company
for the financial year immediately following those
2 financial years, and every subsequent financial year, until
it is disqualified under subsection (4).
(4) For the purposes of this Part, if, after a company is
qualified as a small private company under subsection (1),
(2) or (3), any 2 of the conditions specified in section 1(2)
of Schedule 3 are not satisfied for 2 consecutive financial
years, the company is disqualified as a small private
company for the financial year immediately following those
2 financial years, and every subsequent financial year, until
it is qualified again under subsection (3).

 362.
Eligible private company
(1) For the purposes of this Part, if a company is a private
company formed and registered under this Ordinance, and
any 2 of the conditions specified in section 1(3) of Schedule
3 are satisfied in its first financial year, the company is
qualified as an eligible private company for that first
financial year, and every subsequent financial year, until it
is disqualified under subsection (4).
(2) For the purposes of this Part, if a company is an existing
private company, and any 2 of the conditions specified in
section 1(3) of Schedule 3 are satisfied—
(a) in its first financial year after the coming into
operation of this section; or
(b) in the financial year of the company for the purposes
of the predecessor Ordinance that immediately
precedes that first financial year,
the company is qualified as an eligible private company for
that first financial year, and every subsequent financial year,
until it is disqualified under subsection (4).
(3) For the purposes of this Part, if—
(a) a company is a private company; and
(b) after its first financial year after the coming into
operation of this section, any 2 of the conditions
specified in section 1(3) of Schedule 3 are satisfied for
2 consecutive financial years,
the company is also qualified as an eligible private company
for the financial year immediately following those 2
financial years, and every subsequent financial year, until it
is disqualified under subsection (4).
(4) For the purposes of this Part, if, after a company is
qualified as an eligible private company under subsection
(1), (2) or (3), any 2 of the conditions specified in section

 1(4) of Schedule 3 are not satisfied for 2 consecutive
financial years, the company is disqualified as an eligible
private company for the financial year immediately
following those 2 financial years, and every subsequent
financial year, until it is qualified again under subsection
(3).
363.
Small guarantee company
(1) For the purposes of this Part, if a company is a company
limited by guarantee formed and registered under this
Ordinance, and the condition specified in section 1(5) of
Schedule 3 is satisfied in its first financial year, the company
is qualified as a small guarantee company for that first
financial year, and every subsequent financial year, until it
is disqualified under subsection (4).
(2) For the purposes of this Part, if a company is an existing
company limited by guarantee, and the condition specified
in section 1(5) of Schedule 3 is satisfied—
(a) in its first financial year after the coming into
operation of this section; or
(b) in the financial year of the company for the purposes
of the predecessor Ordinance that immediately
precedes that first financial year,
the company is qualified as a small guarantee company for
that first financial year, and every subsequent financial year,
until it is disqualified under subsection (4).
(3) For the purposes of this Part, if—
(a) a company is a company limited by guarantee; and
(b) after its first financial year after the coming into
operation of this section, the condition specified in
section 1(5) of Schedule 3 is satisfied for 2 consecutive
financial years,

 the company is also qualified as a small guarantee company
for the financial year immediately following those
2 financial years, and every subsequent financial year, until
it is disqualified under subsection (4).
(4) For the purposes of this Part, if, after a company is
qualified as a small guarantee company under subsection
(1), (2) or (3), the condition specified in section 1(6) of
Schedule 3 is not satisfied for 2 consecutive financial years,
the company is disqualified as a small guarantee company
for the financial year immediately following those
2 financial years, and every subsequent financial year, until
it is qualified again under subsection (3).
364.
Group of small private companies
(1) For the purposes of this Part, if—
(a) the holding company of a group of companies is
formed and registered under this Ordinance; and
(b) the condition specified in section 1(7) of Schedule 3,
and any 2 of the conditions specified in section 1(8) of
that Schedule, are satisfied in the holding company’s
first financial year,
the group is qualified as a group of small private companies
for that first financial year, and every subsequent financial
year, until it is disqualified under subsection (4) or (5).
(2) For the purposes of this Part, if—
(a) the holding company of a group of companies is an
existing company; and
(b) the condition specified in section 1(7) of Schedule 3,
and any 2 of the conditions specified in section 1(8) of
that Schedule, are satisfied—
(i) in the holding company’s first financial year after
the coming into operation of this section; or

 (ii) in the holding company’s financial year for the
purposes of the predecessor Ordinance that
immediately precedes that first financial year,
the group is qualified as a group of small private companies
for that first financial year, and every subsequent financial
year, until it is disqualified under subsection (4) or (5).
(3) For the purposes of this Part, if, after the first financial year
of the holding company of a group of companies after the
coming into operation of this section, the condition specified
in section 1(7) of Schedule 3, and any 2 of the conditions
specified in section 1(8) of that Schedule, are satisfied for
2 consecutive financial years of the holding company, the
group is also qualified as a group of small private
companies for the financial year immediately following
those 2 financial years, and every subsequent financial year,
until it is disqualified under subsection (4) or (5).
(4) For the purposes of this Part, if, after a group of
companies is qualified as a group of small private
companies under subsection (1), (2) or (3), another
company becomes a new member of the group in a
financial year of the holding company such that either the
condition specified in section 1(7) of Schedule 3 is not
satisfied, or any 2 of the conditions specified in section 1(9)
of that Schedule are not satisfied, for the financial year, the
group is disqualified as a group of small private companies
for the financial year, and every subsequent financial year,
until it is qualified again under subsection (3).
(5) For the purposes of this Part, if, after a group of
companies is qualified as a group of small private
companies under subsection (1), (2) or (3), either the
condition specified in section 1(7) of Schedule 3 is not
satisfied, or any 2 of the conditions specified in section 1(9)
of that Schedule are not satisfied, for 2 consecutive
financial years of the holding company, the group is also
disqualified as a group of small private companies for the

 financial year immediately following those 2 financial years,
and every subsequent financial year, until it is qualified
again under subsection (3).
365.
Group of eligible private companies
(1) For the purposes of this Part, if—
(a) the holding company of a group of companies is
formed and registered under this Ordinance; and
(b) the condition specified in section 1(10) of Schedule 3,
and any 2 of the conditions specified in section 1(11)
of that Schedule, are satisfied in the holding company’s
first financial year,
the group is qualified as a group of eligible private
companies for that first financial year, and every subsequent
financial year, until it is disqualified under subsection (4) or
(5).
(2) For the purposes of this Part, if—
(a) the holding company of a group of companies is an
existing company; and
(b) the condition specified in section 1(10) of Schedule 3,
and any 2 of the conditions specified in section 1(11)
of that Schedule, are satisfied—
(i) in the holding company’s first financial year after
the coming into operation of this section; or
(ii) in the holding company’s financial year for the
purposes of the predecessor Ordinance that
immediately precedes that first financial year,
the group is qualified as a group of eligible private
companies for that first financial year, and every subsequent
financial year, until it is disqualified under subsection (4)
or (5).

 (3) For the purposes of this Part, if, after the first financial
year of the holding company of a group of companies
after the coming into operation of this section, the
condition specified in section 1(10) of Schedule 3, and any
2 of the conditions specified in section 1(11) of that
Schedule, are satisfied for 2 consecutive financial years of
the holding company, the group is also qualified as a group
of eligible private companies for the financial year
immediately following those 2 financial years, and every
subsequent financial year, until it is disqualified under
subsection (4) or (5).
(4) For the purposes of this Part, if, after a group of
companies is qualified as a group of eligible private
companies under subsection (1), (2) or (3), another
company becomes a new member of the group in a
financial year of the holding company such that either the
condition specified in section 1(10) of Schedule 3 is not
satisfied, or any 2 of the conditions specified in section
1(12) of that Schedule are not satisfied, for the financial
year, the group is disqualified as a group of eligible private
companies for the financial year, and every subsequent
financial year, until it is qualified again under subsection
(3).
(5) For the purposes of this Part, if, after a group of
companies is qualified as a group of eligible private
companies under subsection (1), (2) or (3), either the
condition specified in section 1(10) of Schedule 3 is not
satisfied, or any 2 of the conditions specified in section
1(12) of that Schedule are not satisfied, for 2 consecutive
financial years of the holding company, the group is also
disqualified as a group of eligible private companies for the
financial year immediately following those 2 financial years,
and every subsequent financial year, until it is qualified
again under subsection (3).

 366.
Group of small guarantee companies
(1) For the purposes of this Part, if—
(a) the holding company of a group of companies is
formed and registered under this Ordinance; and
(b) the conditions specified in section 1(13) of Schedule 3
are satisfied in the holding company’s first financial
year,
the group is qualified as a group of small guarantee
companies for that first financial year, and every subsequent
financial year, until it is disqualified under subsection (4)
or (5).
(2) For the purposes of this Part, if—
(a) the holding company of a group of companies is an
existing company; and
(b) the conditions specified in section 1(13) of Schedule 3
are satisfied—
(i) in the holding company’s first financial year after
the coming into operation of this section; or
(ii) in the holding company’s financial year for the
purposes of the predecessor Ordinance that
immediately precedes that first financial year,
the group is qualified as a group of small guarantee
companies for that first financial year, and every subsequent
financial year, until it is disqualified under subsection (4)
or (5).
(3) For the purposes of this Part, if, after the first financial
year of the holding company of a group of companies
after the coming into operation of this section, the
conditions specified in section 1(13) of Schedule 3 are
satisfied for 2 consecutive financial years of the holding
company, the group is also qualified as a group of small
guarantee companies for the financial year immediately

 following those 2 financial years, and every subsequent
financial year, until it is disqualified under subsection (4)
or (5).
(4) For the purposes of this Part, if, after a group of
companies is qualified as a group of small guarantee
companies under subsection (1), (2) or (3), another
company becomes a new member of the group in a
financial year of the holding company such that the
conditions specified in section 1(14) of Schedule 3 are not
satisfied for the financial year, the group is disqualified as a
group of small guarantee companies for the financial year,
and every subsequent financial year, until it is qualified
again under subsection (3).
(5) For the purposes of this Part, if, after a group of
companies is qualified as a group of small guarantee
companies under subsection (1), (2) or (3), the conditions
specified in section 1(14) of Schedule 3 are not satisfied for
2 consecutive financial years of the holding company, the
group is also disqualified as a group of small guarantee
companies for the financial year immediately following
those 2 financial years, and every subsequent financial year,
until it is qualified again under subsection (3).
 

Division 3     A Company’s Financial Year
367.
Financial year
(1) A company’s first financial year after the coming into
operation of this section begins on the first day of its first
accounting reference period and ends on the last day of
that period.

 (2) Every subsequent financial year of a company begins on
the date immediately following the end of the previous
financial year and ends on the last day of the accounting
reference period immediately following the one by reference
to which the previous financial year is determined.
(3) If an undertaking is not a company, a reference in this
Ordinance to its financial year is a reference to a period
in respect of which a profit and loss account of the
undertaking is required, by its constitution or by the law
under which it is established, to be made up, whether or
not the period is a year.
(4) A company’s directors must secure that the financial year
of each of its subsidiary undertakings coincides with the
company’s financial year unless, in the directors’ opinion,
there are good reasons against those financial years
coinciding with each other.
(5) In this section—
undertaking (企業) means—
(a) a body corporate;
(b) a partnership; or
(c) an unincorporated association carrying on a trade or
business, whether for profit or not.
368.
Accounting reference period
(1) For an existing company formed and registered before the
commencement date of Division 1 of Part 3, the first
accounting reference period begins on the date immediately
following its primary accounting reference date and ends
on the first anniversary of its primary accounting reference
date.
(2) For—

 (a) a company formed and registered under this
Ordinance; and
(b) a company formed and registered under a provision
of the predecessor Ordinance having a continuing
effect under Schedule 11 or by virtue of section 23 of
the Interpretation and General Clauses Ordinance
(Cap. 1),
the first accounting reference period begins on the date of
its incorporation and ends on its primary accounting
reference date.
(3) Every subsequent accounting reference period of a
company is the period of 12 months beginning immediately
after the end of the previous accounting reference period
and ending on its accounting reference date, unless the
accounting reference period is shortened or extended, as
stated in a directors’ resolution under section 371(3).
369.
Primary accounting reference date
(1) For an existing company formed and registered before the
commencement date of Division 1 of Part 3, the primary
accounting reference date is—
(a) the date up to which the company’s accounts are made
if, on or after the commencement date of this section,
the company’s accounts—
(i) have been laid before the company in general
meeting under section 122 of the predecessor
Ordinance having a continuing effect under
Schedule 11; or
(ii) have been provided to the members under section
111(6) of the predecessor Ordinance having a
continuing effect under Schedule 11; or

 (b) if, on or after the commencement date of this section,
such company’s accounts have not been laid or
provided as mentioned in paragraph (a)(i) or (ii)—
(i) in the case where such accounts have been
prepared on or before the date by which the
company is required by section 111(1) of the
predecessor Ordinance having a continuing effect
under Schedule 11 to hold a general meeting, the
date up to which those accounts are made;
(ii) in the case where subparagraph (i) does not apply,
but accounts made up to a date falling more than
one day before the commencement date of this
section have been prepared on or before the
date by which the company is required by that
section 111(1) to hold a general meeting, the first
anniversary of the date up to which those
accounts are made; or
(iii) in any other case, the date by which the company
is required by that section 111(1) to hold a general
meeting.
(2) Subsection (1)(a) and (b)(i) does not apply if those
accounts are made up to a date falling more than one day
before the commencement date of this section.
(3) Subsection (1)(a)(i) does not apply unless the general
meeting is held—
(a) in the case of the company’s first general meeting,
within 18 months of the company’s incorporation; or
(b) in any other case, within 15 months, and in the year,
after the company’s last annual general meeting.
(4) Subsection (1)(b)(ii) does not apply if those accounts are
made up to a date falling more than one day before the
beginning of the period of 12 months before the
commencement date of this section.

 (5) For a company formed and registered under this Ordinance
or under a provision of the predecessor Ordinance having a
continuing effect under Schedule 11 or by virtue of section
23 of the Interpretation and General Clauses Ordinance
(Cap. 1), the primary accounting reference date is—
(a) a date specified by the directors before the relevant
date for the purposes of this paragraph; or
(b) in the absence of such a specified date, the relevant date.
(6) A date specified for the purposes of subsection (5)(a) must
fall within 18 months after the date of the company’s
incorporation.
(7) In this section—
relevant anniversary (有關周年日), in relation to a company’s
incorporation, means the anniversary of the company’s
incorporation that first occurs after this section comes into
operation;
relevant date (有關日期) means the last day of the month
in which the relevant anniversary of the company’s
incorporation falls.
370.
Accounting reference date
Subject to section 371, a company’s accounting reference date is
the anniversary of its primary accounting reference date.
371.
Alteration of accounting reference date
(1) The directors of a company may specify a new accounting
reference date in relation to—
(a) the company’s current accounting reference period and
every subsequent accounting reference period; or
(b) the company’s previous accounting reference period
and every subsequent accounting reference period.

 (2) If the directors of a public company or a company limited
by guarantee specify a new accounting reference date under
subsection (1), the company must, within 15 days after
the date of the directors’ resolution specifying the new
accounting reference date, deliver a notice, in the specified
form, of that new date to the Registrar for registration.
(3) A directors’ resolution by which a new accounting reference
date is specified, and a notice of that new date delivered to
the Registrar, must state—
(a) whether the current or previous accounting reference
period concerned is to be shortened, so as to end on
the first occasion on which the new accounting
reference date falls or fell after the beginning of that
period; or
(b) whether the current or previous accounting reference
period concerned is to be extended, so as to end on
the second occasion on which the new accounting
reference date falls or fell after the beginning of that
period.
(4) The directors of a company must not specify a new
accounting reference date in relation to the previous
accounting reference period if—
(a) the period for laying before the company in general
meeting under section 429 a copy of the reporting
documents for the financial year determined by
reference to that accounting reference period has
expired; or
(b) the period for sending a copy of the reporting
documents for the financial year to the members under
section 430(3) has expired.
(5) The directors of a company must not specify a new
accounting reference date in relation to an accounting
reference period so as to extend the period to longer than
18 months.

 (6) The directors of a company must not specify a new
accounting reference date in relation to the current or
previous accounting reference period so as to extend that
period if—
(a) those directors have specified a new accounting reference
date in relation to an earlier accounting reference
period so as to extend that earlier period; and
(b) the earlier accounting reference period ended within
5 years before the new accounting reference date is
specified.
(7) Subsection (6) does not apply if—
(a) the new accounting reference date to be specified by
the directors coincides with the accounting reference
date of a holding company of the company; or
(b) the specification is approved by a members’ resolution.
(8) If a company contravenes subsection (2), 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.
(9) In this section—
previous accounting reference period (對上的會計參照期), in
relation to a company, means the accounting reference
period of the company immediately preceding the
company’s current accounting reference period.

Division 4     Preparation of Financial Statements and Directors’ Reports
Subdivision 1     Preliminary
372.
Interpretation
In this Division—
in electronic form (電子形式) means in the form of an electronic
record;
in hard copy form (印本形式) means in a paper form or similar
form capable of being read.
 

Subdivision 2     Accounting Records
373.
Company must keep accounting records
(1) A company must keep accounting records that comply with
subsections (2) and (3).
(2) The accounting records must be sufficient—
(a) to show and explain the company’s transactions;
(b) to disclose with reasonable accuracy, at any time, the
company’s
financial
position
and
financial
performance; and
(c) to enable the directors to ensure that the financial
statements comply with this Ordinance.
(3) In particular, the accounting records must contain—

 (a) daily entries of all sums of money received and
expended by the company, and the matters in respect
of which the receipt and expenditure takes place; and
(b) a record of the company’s assets and liabilities.
(4) If subsection (1) does not apply in relation to a subsidiary
undertaking of a company, the company must take all
reasonable steps to secure that the subsidiary undertaking
keeps accounting records that are sufficient to enable the
company’s directors to ensure that any financial statements
required to be prepared under Subdivision 3 of Division 4
comply with this Ordinance.
(5) A director of a company who fails to take all reasonable
steps to secure compliance with subsection (1) or (4)
commits an offence and is liable to a fine of $300,000.
(6) A director of a company who wilfully fails to take all
reasonable steps to secure compliance with subsection (1)
or (4) commits an offence and is liable to a fine of $300,000
and to imprisonment for 12 months.
(7) If a person is charged with an offence under subsection (5),
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
(1) or (4) (as the case may be) was complied with; and
(b) was in a position to discharge that duty.
374.
Where accounting records to be kept
(1) A company’s accounting records—
(a) must be kept at its registered office or any other place
that the directors think fit; and
(b) must be open to inspection by the directors at all times
without charge.

 (2) If a company’s accounting records are kept at a place
outside Hong Kong, the accounts and returns with respect
to the business dealt with in those records—
(a) must be sent to, and kept at, a place in Hong Kong;
and
(b) must be open to inspection by the directors at all times
without charge.
(3) Those accounts and returns—
(a) must disclose with reasonable accuracy the financial
position of the business in question at intervals of not
more than 6 months; and
(b) must be sufficient to enable the directors to ensure that
any financial statements required to be prepared
under Subdivision 3 of Division 4 comply with this
Ordinance.
(4) A director of a company who fails to take all reasonable
steps to secure compliance with subsection (1), (2) or (3)
commits an offence and is liable to a fine of $300,000.
(5) A director of a company who wilfully fails to take all
reasonable steps to secure compliance with subsection (1),
(2) or (3) commits an offence and is liable to a fine of
$300,000 and to imprisonment for 12 months.
(6) If a person is charged with an offence under subsection (4),
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
(1), (2) or (3) (as the case may be) was complied with;
and
(b) was in a position to discharge that duty.

 375.
Director may obtain copies of accounting records during
inspection
(1) A company must allow a director of the company to make
a copy of its accounting records in the course of
inspection.
(2) A company must provide a director of the company with a
copy of its accounting records without charge if so
requested by the director.
(3) For the purposes of subsection (2)—
(a) if the director requests a copy of the company’s
accounting records in hard copy form, the company
must provide the copy in hard copy form; and
(b) if the director requests a copy of the company’s
accounting records in electronic form, the company
must provide the copy in any electronic form that the
company thinks fit.
(4) Subsections (2) and (3) do not require a company to
provide a director of the company with a copy of its
accounting records in electronic form if it keeps its
accounting records by recording the information in hard
copy form only.
(5) If any accounting records are kept by a company by
recording the information in electronic form, a requirement
under this Subdivision for the accounting records to be
open to inspection is to be regarded as a requirement—
(a) for a reproduction of the recording in hard copy form
to be open to inspection; and
(b) for the recording to be open to inspection by electronic
means at the request of a person entitled to inspect the
accounting records.

 (6) A director of a company who fails to take all reasonable
steps to secure compliance with subsection (1) or (2)
commits an offence and 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 person is charged with an offence under subsection (6),
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
(1) or (2) (as the case may be) was complied with; and
(b) was in a position to discharge that duty.
376.
Form of accounting records
(1) The information contained in a company’s accounting
records must be adequately recorded such that they are
available for future reference.
(2) Subject to subsection (1), a company’s accounting records
may be—
(a) kept in hard copy form or electronic form; and
(b) arranged in the manner that the directors think fit.
(3) If a company’s accounting records are kept in electronic
form, the company must ensure that those records are
capable of being reproduced in hard copy form.
(4) If any accounting records are kept by a company otherwise
than by making entries in a bound book, the company—
(a) must take adequate precautions to guard against
falsification; and
(b) must take adequate steps to facilitate the discovery of
a falsification.

 (5) If 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 3 and, in the case of a
continuing offence, to a further fine of $300 for each day
during which the offence continues.
(6) If subsection (3) or (4) is contravened, the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.
377.
How long accounting records to be preserved
(1) This section applies to any accounting records, or any
accounts and returns, that are required by section 373(1) or
374(2) to be kept.
(2) The company must preserve the records, or the accounts
and returns, for 7 years after the end of the financial year
to which the last entry made or matter recorded in the
records, or the accounts and returns, relates.
(3) A director of a company who fails to take all reasonable
steps to secure compliance with subsection (2) 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 (2)
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),
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.

 378.
Court may order accounting records to be inspected on director’s
behalf
(1) On application by a director of a company, the Court may
by order authorize a person to inspect the company’s
accounting records on the director’s behalf.
(2) Unless the Court otherwise directs, a person so authorized
may make copies of the accounting records.
(3) The Court may make any or all of the following orders—
(a) an order limiting the use that a person so authorized may
make of the information obtained during the inspection;
(b) an order limiting the right of a person so authorized
to make copies in accordance with subsection (2);
(c) any other order that it thinks fit.

Subdivision 3     Financial Statements
379.
Directors must prepare financial statements
(1) A company’s directors must prepare for each financial year
statements that comply with sections 380 and 383.
(2) Despite subsection (1), if the company is a holding
company at the end of the financial year, the directors must
instead prepare for the financial year consolidated
statements that comply with sections 380, 381 and 383.
(3) Subsection (2) does not apply—
(a) if the company is a wholly owned subsidiary of
another body corporate in the financial year; or
(b) if—
(i) the company is a partially owned subsidiary of
another body corporate in the financial year;

 (ii) at least 6 months before the end of the financial
year, the directors notify the members in writing
of the directors’ intention not to prepare
consolidated statements for the financial year, and
the notification does not relate to any other
financial year; and
(iii) as at a date falling 3 months before the end of the
financial year, no member has responded to the
notification by giving the directors a written
request for the preparation of consolidated
statements for the financial year.
(4) If, as respects any financial statements a copy of which is
laid before a company in general meeting under section
429, or sent to a member under section 430 or otherwise
circulated, published or issued by the company, a director
of the company fails to take all reasonable steps to secure
compliance with subsection (1) or (2), the director commits
an offence and is liable to a fine of $300,000.
(5) If, as respects any financial statements a copy of which is
laid before a company in general meeting under section
429, or sent to a member under section 430 or otherwise
circulated, published or issued by the company, a director
of the company wilfully fails to take all reasonable steps to
secure compliance with subsection (1) or (2), the director
commits an offence and is liable to a fine of $300,000 and
to imprisonment for 12 months.
(6) If a person is charged with an offence under subsection (4),
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
(1) or (2) (as the case may be) was complied with; and
(b) was in a position to discharge that duty.

 380.
General requirements for financial statements
(1) The annual financial statements for a financial year—
(a) must give a true and fair view of the financial position
of the company as at the end of the financial year;
and
(b) must give a true and fair view of the financial
performance of the company for the financial year.
(2) The annual consolidated financial statements for a financial
year—
(a) must give a true and fair view of the financial position
of the company, and all the subsidiary undertakings,
as a whole as at the end of the financial year; and
(b) must give a true and fair view of the financial
performance of the company, and all the subsidiary
undertakings, as a whole for the financial year.
(3) The financial statements for a financial year must comply
with—
(a) if the company falls within the reporting exemption
for the financial year, Part 1 of Schedule 4; or
(b) if the company does not fall within the reporting
exemption for the financial year, Parts 1 and 2 of
Schedule 4.
(4) The financial statements for a financial year must also
comply with—
(a) any other requirements of this Ordinance in relation
to the financial statements; and
(b) the accounting standards applicable to the financial
statements.

 (5) If, in relation to any financial statements, compliance with
subsections (3) and (4) would be insufficient to give a true
and fair view under subsection (1) or (2), the financial
statements must contain all additional information
necessary for that purpose.
(6) If, in relation to any financial statements, compliance with
subsection (3) or (4) would be inconsistent with a
requirement to give a true and fair view under subsection
(1) or (2), the financial statements—
(a) must depart from subsection (3) or (4) (as the case
may be) to the extent necessary for it to give a true
and fair view; and
(b) must contain the reasons for, and the particulars and
effect of, the departure.
(7) Subsections (1), (2), (5) and (6) do not apply if the
company falls within the reporting exemption for the
financial year.
(8) In this section—
(a) accounting standards (會計準則) means statements of
standard accounting practice issued or specified by a
body prescribed by the Regulation; and
(b) a reference to accounting standards applicable to any
financial statements is a reference to accounting
standards as are, in accordance with their terms,
relevant to the company’s circumstances and to the
financial statements.
(9) This section has effect subject to section 382.
381.
Subsidiary undertakings to be included in annual consolidated
financial statements
(1) Subject to subsections (2) and (3), the annual consolidated
financial statements for a financial year must include all the
subsidiary undertakings of the company.

 (2) Where the company falls within the reporting exemption
for the financial year, one or more subsidiary undertakings
may be excluded from the annual consolidated financial
statements in compliance with the accounting standards
applicable to the statements.
(3) Where the company does not fall within the reporting
exemption for the financial year—
(a) one subsidiary undertaking may be excluded from the
annual consolidated financial statements if the
inclusion of the subsidiary undertaking is not material
for the purpose of giving a true and fair view of the
financial position, and of the financial performance,
mentioned in section 380(2)(a) and (b); and
(b) more than one subsidiary undertaking may be
excluded from the annual consolidated financial
statements if the inclusion of those subsidiary
undertakings taken together is not material for the
purpose of giving a true and fair view of the financial
position, and of the financial performance, mentioned
in section 380(2)(a) and (b).
(4) This section has effect subject to section 382.
382.
Provisions supplementary to sections 380 and 381
(1) This section applies if at any time during a financial year
of a private company—
(a) the company registers any transfer of shares in the
company in contravention of the restrictions imposed
by the company’s articles;
(b) the membership of the company exceeds the number
specified in section 11(1)(a)(ii); or
(c) the company makes an invitation to the public to
subscribe for any shares or debentures of the company.

 (2) The financial statements of the company for the financial
year must comply with sections 380 and 381 as if the
company were a public company.
(3) The Court may, on the application of the company or a
person interested in the matter, order that subsections (1)
and (2) do not apply.
(4) The Court may make the order on any terms and
conditions that the Court thinks just and expedient.
(5) The Court must not make the order unless the Court is
satisfied that—
(a) the occurrence of the event mentioned in subsection
(1)(a), (b) or (c) was accidental;
(b) it was due to inadvertence or to some other sufficient
cause that the event occurred; or
(c) it is just and equitable to grant the relief on other
grounds.
383.
Notes to financial statements to contain information on directors’
emoluments etc.
(1) The financial statements for a financial year must contain,
in the notes to the statements, the information prescribed
by the Regulation for the purposes of this subsection about
the following—
(a) the directors’ emoluments;
(b) the directors’ retirement benefits;
(c) payments made or benefit provided in respect of the
termination of the service of directors, whether in the
capacity of directors or in any other capacity while
directors;
(d) loans, quasi-loans and other dealings in favour of—

 (i) directors of the company and of a holding
company of the company;
(ii) bodies corporate controlled by such directors; and
(iii) entities connected with such directors;
(e) material interests of directors in transactions,
arrangements or contracts entered into by the
company or another company in the same group of
companies;
(f) consideration provided to or receivable by third parties
for making available the services of a person as
director or in any other capacity while director.
(2) In subsection (1)—
(a) a reference to a director—
(i) in the case of subsection (1)(b), includes a former
director;
(ii) in the case of subsection (1)(c) includes a former
director and shadow director; and
(iii) in the case of subsection (1)(d) and (e), includes a
shadow director;
(b) a reference to a body corporate controlled by a
director has the meaning given by section 492; and
(c) a reference to an entity connected with a director has
the meaning given by section 486.
(3) Despite subsection (1)(d), the financial statements for a
financial year are not required to contain the information
prescribed by the Regulation for the purposes of that
subsection if the company complies with the requirements
prescribed by the Regulation for the purposes of this
subsection.
(4) The notes to any financial statements must also comply
with other requirements prescribed by the Regulation.

 (5) A person who is, or has been during the preceding 5 years,
a director or shadow director of a company must give
notice to the company of any matter that—
(a) is prescribed by the Regulation;
(b) relates to the person; and
(c) is necessary for the purposes of subsection (1).
(6) A person who contravenes subsection (5) commits an
offence and is liable to a fine at level 5.
384.
Register of particulars not required to be contained in notes to
financial statements
(1) A company must enter into a register the particulars that
would, but for section 383(3), be required by section
383(1)(d) to be contained in the notes to the financial
statements for a financial year.
(2) A company must keep the particulars in the register for at
least 10 years after the date on which the particulars are
entered.
(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 4.
385.
Place where register mentioned in section 384 must be kept
(1) A company must keep the register mentioned in section 384
at—
(a) the company’s registered office; or
(b) a place prescribed by regulations made under section
657.

 (2) A company must notify the Registrar of the place at which
the register mentioned in section 384 is kept. The notice
must be in the specified form and be delivered to the
Registrar for registration within 15 days after the register is
first kept at that place.
(3) A company must notify the Registrar of any change (other
than a change of the address of the company’s registered
office) in the place at which the register mentioned in
section 384 is kept. The notice must be in the specified
form and be delivered to the Registrar for registration
within 15 days after the change.
(4) Subsection (2) does not require a company to notify the
Registrar of the place at which the register mentioned in
section 384 is kept—
(a) if, in the case of a register that came into existence on
or after the commencement date of this section, it has
at all times been kept at the company’s registered
office; or
(b) if—
(i) immediately before that commencement date, the
company kept a register for the purposes of
section 161BB of the predecessor Ordinance; and
(ii) on and after that commencement date, that
register is kept as a register for the purposes of
section 384 at the place at which that registrar
was kept immediately before that commencement
date.
(5) If a company contravenes subsection (1), (2) or (3), the
company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 4
and, in the case of a continuing offence, to a further fine of
$700 for each day during which the offence continues.

 386.
Right to inspect and request copy
(1) A member of a company is entitled, on request made in
the prescribed manner and without charge, to inspect the
register kept by the company under section 384 in
accordance with regulations made under section 657.
(2) A member of a company is entitled, on request and on
payment of a prescribed fee, to be provided with a copy of
the register kept by the company under section 384, or any
part of it, in accordance with regulations made under
section 657.
(3) In this section—
prescribed (訂明) means prescribed by regulations made under
section 657.
387.
Statement of financial position to be approved and signed
(1) A statement of financial position that forms part of any
financial statements—
(a) must be approved by the directors; and
(b) must be signed—
(i) by 2 directors on the directors’ behalf; or
(ii) in the case of a company having only one director,
by the director.
(2) Every copy of a statement of financial position that forms
part of any financial statements laid before a company in
general meeting under section 429, or sent to a member
under section 430 or otherwise circulated, published or
issued by the company, must state the name of the person
who signed the statement on the directors’ behalf.

 (3) If, as respects any financial statements 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.
 

 Subdivision 4     Directors’ Report
388.
Directors must prepare directors’ report
(1) A company’s directors must prepare for each financial year
a report that—
(a) complies with sections 390 and 543(2) and Schedule 5;
(b) contains the information prescribed by the Regulation;
and
(c) complies with other requirements prescribed by the
Regulation.
(2) Despite subsection (1), if the company is a holding
company in a financial year, and the directors prepare
annual consolidated financial statements for the financial
year, the directors must instead prepare for the financial
year a consolidated report that—
(a) complies with sections 390 and 543(2) and Schedule 5;
(b) contains the information prescribed by the Regulation;
and
(c) complies with other requirements prescribed by the
Regulation.

 (3) Subsection (1) or (2) does not require the directors’ report
for a financial year to comply with Schedule 5 if—
(a) the company falls within the reporting exemption for
the financial year;
(b) the company is a wholly owned subsidiary of another
body corporate in the financial year; or
(c) the company is a private company that does not fall
within the reporting exemption for the financial year,
and a special resolution is passed by the members to
the effect that the company is not to prepare a business
review required by that Schedule for the financial year.
(4) A resolution for the purposes of subsection (3)(c)—
(a) may be passed in relation to—
(i) a financial year; or
(ii) a financial year and every subsequent financial
year;
(b) must be passed at least 6 months before the end of the
financial year to which the directors’ report relates;
and
(c) may only be revoked by a special resolution.
(5) Subsections (1), (2) and (3) have effect subject to section
389.
(6) A director of a company who fails to take all reasonable
steps to secure compliance with subsection (1) or
(2) commits an offence and is liable to a fine of $150,000.
(7) A director of a company who wilfully fails to take all
reasonable steps to secure compliance with subsection (1)
or (2) commits an offence and is liable to a fine of $150,000
and to imprisonment for 6 months.

 (8) If a person is charged with an offence under subsection (6),
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
(1) or (2) (as the case may be) was complied with; and
(b) was in a position to discharge that duty.
389.
Provisions supplementary to section 388
(1) This section applies if at any time during a financial year
of a private company—
(a) the company registers any transfer of shares in the
company in contravention of the restrictions imposed
by the company’s articles;
(b) the membership of the company exceeds the number
specified in section 11(1)(a)(ii); or
(c) the company makes an invitation to the public to
subscribe for any shares or debentures of the company.
(2) The directors’ report for the financial year is required to
comply with section 388 as if the company were a public
company.
(3) The Court may, on the application of the company or a
person interested in the matter, order that subsections (1)
and (2) do not apply.
(4) The Court may make the order on any terms and
conditions that the Court thinks just and expedient.
(5) The Court must not make the order unless the Court is
satisfied that—
(a) the occurrence of the event mentioned in subsection
(1)(a), (b) or (c) was accidental;

 (b) it was due to inadvertence or to some other sufficient
cause that the event occurred; or
(c) it is just and equitable to grant the relief on other
grounds.
390.
Contents of directors’ report: general
(1) A directors’ report for a financial year must contain—
(a) the name of every person who was a director of the
company—
(i) during the financial year; or
(ii) during the period beginning with the end of the
financial year and ending on the date of the
report; and
(b) the principal activities of the company in the course of
the financial year.
(2) A directors’ report must contain particulars of any other
matter—
(a) that is material for the members’ appreciation of the
state of the company’s affairs; and
(b) the disclosure of which will not, in the directors’
opinion, be harmful to the business of the company.
(3) This section has effect in relation to a directors’ report
required to be prepared under section 388(2) as if a
reference to the company in subsection (1) or (2) were a
reference to—
(a) the company; and
(b) the subsidiary undertakings included in the annual
consolidated financial statements for the financial year.
391.
Directors’ report to be approved and signed
(1) A directors’ report—

 (a) must be approved by the directors; and
(b) must be signed on the directors’ behalf by a director
or by the company secretary.
(2) Every copy of a directors’ report laid before a company in
general meeting under section 429, or sent to a member
under section 430 or otherwise circulated, published or
issued by the company, must state the name of the person
who signed the report on the directors’ behalf.
(3) If, as respects any directors’ 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.

The above are the Gold Brand Consulting limited collection arrangement,Please give sources if someone likes to quote,you can contact customer service  for any business and call to 020-61133120 in any times,thank you!