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香港新会社条例(第622章) 801~900条

1-100 101-200 201-300 301-400 401-500 501-600 601-700 701-800 801-900 901-921 Schedule

Section:

801

Registrar’s decision on application

(1) The Registrar must notify the applicant of the decision on an application made under section 799.

(2) If the Registrar grants the application, the non-Hong Kong company is restored to the Companies Register on the date on which notification is given under subsection (1), and the Registrar must register the notification and publish in the Gazette a notice of the restoration.

(3) On the restoration, the striking off is to be regarded as not having taken place.

Division:9

Miscellaneous

Section:

802

Registrar to keep index of directors

Remarks:
Section 802(4) and (5) is not yet in operation.
(1) The Registrar must keep an index of every person who is a director of a registered non-Hong Kong company.

(2) The particulars contained in the index must, in respect of each director, include
  (a) the name and address of the director;
  (b) the latest particulars sent to the Registrar in respect of the director;
  (c) the name of each company or registered non-Hong Kong company of which the director can be identified as a director.

(3) The index kept under this section must be open to the inspection of any person on payment of a prescribed fee.

(4) Despite subsection (3), the following particulars contained in the index must not be open for inspection under that subsection
  (a) the usual residential address of the director;
  (b) the full number of the identity card or passport of the director.

(5) Subsection (4) does not affect the inclusion in the index of a correspondence address of the director, nor does it affect the inspection of the correspondence address under subsection (3), even if the correspondence address is the same as the usual residential address of the director.

Section:

803

Service of process or notice

(1) Subject to subsections (3) and (4), any process or notice required to be served on a registered non-Hong Kong company is sufficiently served if
  (a) it is addressed to an authorized representative of the company whose required details are shown in the Companies Register; and
  (b) it is left at, or sent by post to, the representative's last known address.

(2) Subsections (3) and (4) apply if
  (a) no required details of authorized representatives of a registered non-Hong Kong company are shown in the Companies Register; or
  (b) every one of the company's authorized representatives refuses to accept service on behalf of the company or the process or notice cannot be served on any of them.

(3) Any process or notice required to be served on the registered non-Hong Kong company is sufficiently served if it is left at, or sent by post to, any place of business established by the company in Hong Kong.

(4) In the case of a registered non-Hong Kong company that no longer has a place of business in Hong Kong, any process or notice required to be served on the company is sufficiently served
  (a) if
    (i) it is sent by registered post to the company's registered office (or the equivalent) in the company's place of incorporation at the address as shown in the Companies Register; and
    (ii) a copy of it is sent by registered post to the company's principal place of business (if any) in the company's place of incorporation at the address as shown in the Companies Register; or
  (b) where no such addresses are shown in the Companies Register, if it is left at, or sent by post to, any place in Hong Kong at which the company has had a place of business within the previous 12 months.

(5) Any process or notice required to be served on a non-Hong Kong company (other than a registered non-Hong Kong company) is sufficiently served
  (a) in the case of a company that has established a place of business in Hong Kong, if it is left at, or sent by post to, the place of business; or
  (b) in the case of a company that has established, but no longer has, a place of business in Hong Kong
    (i) if
      (A) it is sent by registered post to the company 's registered office (or the equivalent) in the company's place of incorporation; and
      (B) a copy of it is sent by registered post to the company's principal place of business (if any) in the company's place of incorporation; or
    (ii) where the address of such registered office, or principal place of business, cannot be ascertained but the company has had a place of business in Hong Kong within the previous 12 months, if it is left at, or sent by post to, the place of business in Hong Kong.

Section:

804

Financial Secretary may make regulations

(1) The Financial Secretary may make regulations providing for the application of this Ordinance in relation to the accounts that have been revised under section 790.

(2) The regulations may
  (a) make different provisions according to whether the accounts have been revised by
    (i) supplementing the accounts with another document that shows the revisions; or
    (ii) replacing the accounts;
  (b) require a registered non-Hong Kong company to take the steps specified in the regulations in relation to the accounts that have been revised; and
  (c) apply this Ordinance to the accounts that have been revised subject to such additions, exceptions and modifications as are specified in the regulations.

(3) The regulations may provide that any of the following is an offence, punishable by a fine or imprisonment, or both
  (a) a failure to take all reasonable steps to secure compliance as respects the accounts that have been revised with
    (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 $300000 and the maximum imprisonment is 12 months. The maximum fine that may be prescribed for an offence not committed wilfully is $300000. In addition, in the case of a continuing offence, a further fine not exceeding $2000 for each day during which the offence continues may be prescribed.

(5) The regulations may provide for defences to any such offence.

Section:

805

Financial Secretary may make regulations

(1) The Financial Secretary may make regulations prescribing
  (a) the particulars to be contained in an application under section 776(2) or (3);
  (b) the documents to accompany an application under section 776(2) or (3);
  (c) the documents to accompany a notification under section 787(3);
  (d) the particulars to be contained in a return under section 788(1) or 791(1); and
  (e) the documents to accompany a return under section 788(1) or 791(1).

(2) The Financial Secretary may make regulations
  (a) providing that an application under section 776(2) or (3), or a return under section 778(2), may contain a certified translation of a domestic name of the non- Hong Kong company; and
  (b) providing for the procedures and requirements for the purpose.

(3) Subsection (2) does not apply to an application or return that is required by section 776(5) or 778(9) to contain a certified translation of a domestic name.

Part:17

Companies not Formed, but Registrable, under this Ordinance

Division:1

Preliminary

Section:

806

Interpretation

In this Part
constitutional document (章程文件) , in relation to an eligible company, means
  (a) an Ordinance constituting or regulating the company; or
  (b) a non-statutory constitutional document of the company;
eligible company (合資格公司) means a company
  (a) formed after 1 May 1865 in pursuance of an Ordinance other than this Ordinance or a former Companies Ordinance; or
  (b) otherwise constituted after that date according to law;
non-statutory constitutional document (不屬法定的章程文件) , in relation to an eligible company, means any deed of settlement, or other instrument, constituting or regulating the company.

Division:2

Registration of Eligible Companies

Section:

807

Registrar may register eligible company

(1) The Registrar may, on application by an eligible company, register the company as
  (a) an unlimited company; or
  (b) a company limited by guarantee.

(2) An application for the purposes of subsection (1) must be in the specified form.

(3) An application for the purposes of subsection (1) must be accompanied by
  (a) a copy of every constitutional document of the eligible company; and
  (b) in the case of an application for registration as a company limited by guarantee, a copy of the resolution that complies with section 810(2).

(4) A registration under subsection (1) is not invalid by reason only of it having taken place with a view to the eligible company being wound up.

Section:

808

General restrictions on Registrar’s power to register

(1) If the liability of the members of an eligible company is limited by an Ordinance or otherwise according to law, the Registrar must not register the company under this Part.

(2) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless
  (a) if the company has an English name only
    (i) the name by which the company is to be registered has Limitedas the last word of that name; and
    (ii) a Chinese equivalent of it that the company may use has “有限公司” as the last 4 Chinese characters of the equivalent;
  (b) if the company has a Chinese name only
    (i) the name by which the company is to be registered has “有限公司” as the last 4 Chinese characters of that name; and
    (ii) an English equivalent of it that the company may use has Limited as the last word of the equivalent; or
  (c) if the company has both an English name and a Chinese name
    (i) the English name by which the company is to be registered has Limitedas the last word of that name; and
    (ii) the Chinese name by which the company is to be registered has “有限公司” as the last 4 Chinese characters of that name.

Section:

809

Registrar must not register without members’ assent

(1) The Registrar must not register an eligible company under this Part as an unlimited company unless there is assent to the registration by a majority of the members present at a general meeting of the company convened for the purpose.

(2) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless there is assent to the registration by at least 75% of the members present at a general meeting of the company convened for the purpose.

(3) For the purposes of this section, in computing a majority, or 75%, of the members where a poll is demanded, the number of votes to which each member is entitled according to the eligible company's regulations must be taken into account.

(4) In this section, a reference to a member present at a general meeting is
  (a) a reference to a member present in person; or
  (b) if proxies are allowed by the eligible company's regulations, a reference to a member present by proxy.

Section:

810

Registrar must not register without resolution declaring amount of guarantee

(1) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless the members pass a resolution that complies with subsection (2).

(2) The resolution must declare that each person who is a member of the eligible company undertakes that if the company is wound up while the person is such a member, or within one year after the person ceases to be such a member, the person will contribute an amount required of the person, not exceeding a specified amount, to the company's assets
  (a) for the payment of the company's debts and liabilities contracted before the person ceases to be such a member;
  (b) for the payment of the costs and expenses of winding up the company; or
  (c) for the adjustment, among the contributories, of their rights.

(3) For the purposes of subsection (1), it is irrelevant whether the resolution is passed before, on or after the commencement date* of this Division.

Section:

811

Eligible company must pay registration fee

Before the Registrar registers an eligible company under this Part, the company must pay a prescribed fee to the Registrar for the registration.

Section:

812

Registrar must issue certificate of registration

On registering an eligible company under this Part, the Registrar must issue to it a certificate of registration, with the Registrar's signature or printed signature.

Division:3

Consequences of Registration

Section:

813

Application of Division

This Division applies if an eligible company is registered under this Part as an unlimited company or a company limited by guarantee.

Section:

814

Status, property, rights and liabilities of eligible company

(1) On being issued with a certificate of registration under section 812, the eligible company is to be regarded as having been incorporated under this Ordinance as an unlimited company or a company limited by guarantee, whichever is applicable.

(2) Subsection (1) does not operate to create a new legal entity for the eligible company.

(3) The registration does not affect the eligible company's property.

(4) The registration does not affect the eligible company's rights and liabilities in respect of
  (a) any debt or obligation incurred by or on behalf of, or owed to, the company before the registration; or
  (b) any contract entered into by or on behalf of the company before the registration.

Section:

815

Continuation of existing proceedings

(1) Subject to subsection (2), any action or other legal proceedings that are, at the time of registration, pending by or against the eligible company, or any of its officers or members, may be continued in the same manner as if the registration had not taken place.

(2) Execution must not be issued against the effects of a member of the eligible company on any judgment, decree or order obtained in any such pending action or proceedings.

(3) If the eligible company's property and effects are insufficient to satisfy the judgment, decree or order, an order may be obtained for winding up the company.

Section:

816

Continuation of existing constitutional document

(1) The provisions in a constitutional document of the eligible company are to be regarded as conditions and regulations of the company in the same manner and with the same incidents as if those provisions were, had the company been formed under this Ordinance, contained in the articles with which the company would have been formed.

(2) In subsection (1), a reference to a constitutional document of an eligible company includes, in the case of an eligible company registered as a company limited by guarantee, the resolution that complies with section 810(2).

Section:

817

Eligible company may substitute articles for non-statutory constitutional document

(1) The eligible company may alter the form of its constitution by substituting articles for a non-statutory constitutional document of the company.

(2) An alteration must be made by special resolution.

(3) Subject to subsections (5) and (6), so much of sections 89 and 91 as relate to the matters specified in subsection (4) applies to an alteration (so far as applicable) if the eligible company, had it been formed under this Ordinance, would have been a private company.

(4) The matters specified for the purposes of subsection (3) are
  (a) matters consequential on the passing of a resolution for an alteration under section 89; and
  (b) an application to the Court for the cancellation of an alteration of a private company's objects.

(5) A reference in section 89(7) to a copy of the company's articles as altered is to be read as a copy of the articles substituted for a non-statutory constitutional document of the eligible company under this section.

(6) On the delivery to the Registrar under section 89 of a copy of the company's articles substituted for a non-statutory constitutional document of the eligible company or on the date when the alteration is no longer liable to be cancelled by order of the Court, whichever is the later
  (a) the articles apply to the company in the same manner as if it were a private company registered under this Ordinance with the articles; and
  (b) the non-statutory constitutional document ceases to apply to the company.

(7) An alteration may be made under subsection (1) with or without an alteration of the eligible company's objects under section 89.

Section:

818

This Ordinance applies to eligible company

(1) Subject to section 819, this Ordinance applies to the eligible company and its officers, members, contributories and creditors in the same manner in all respects as if the company had been formed under this Ordinance.

(2) Despite anything in a constitutional document of the eligible company, a provision of this Ordinance applies to the company if the provision relates to an unlimited company's registration as a limited company.

Section:

819

Exceptions to section 818(1)

(1) The eligible company may not adopt as its articles any or all of the provisions of the model articles prescribed under section 78, unless those provisions are adopted by special resolution.

(2) Subject to section 820, the eligible company does not have any power to alter a provision in an Ordinance relating to the company.

Section:

820

Eligible company’s power to alter constitution

This Ordinance does not derogate from any power, vested in the eligible company, by virtue of a constitutional document of the company, of altering its constitution or regulations.

Part:18

Communications to and by Companies

Division:1

Preliminary

Section:

821

Interpretation

(1) In this Part
address (地址) includes a number, or any sequence orcombination of letters, characters, numbers or symbols ofany language, used for the purpose of sending or receivinga document or information by electronic means;
applicable provision (適用條文)
  (a) in Division 3, means a provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) that authorizes or requires the document or information to be sent or supplied to a company; or
  (b) in Division 4, means a provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) that authorizes or requires the document or information to be sent or supplied by a company to another person;
business day (辦公日) means a day that is not
  (a) a general holiday; or
  (b) a black rainstorm warning day or gale warning day as defined by section 71(2) of the Interpretation and
General Clauses Ordinance (Cap 1);
document (文件) , except in Division 2, excludes a document that is issued for the purpose of any legal proceedings.

(2) In this Part
  (a) a reference to sending a document, except in Division 2
    (i) includes supplying, delivering, forwarding or producing the document and, in the case of a notice, giving the document; but
    (ii) excludes serving the document; and
  (b) a reference to supplying information includes sending, delivering, forwarding or producing the information. (3) For the purposes of this Part, a person sends a document, or supplies information, by post if the person posts a prepaid envelope containing the document or information.

Section:

822

Minimum period specified for purposes of sections 828(3), 831(4) and 833(6)

(1) This section specifies the minimum period of the notice of revocation, in relation to an agreement between a company and another person, for the purposes of sections 828(3), 831(4) and 833(6).

(2) The minimum period is whichever is the longer of the following
  (a) a period of 7 days;
  (b) the period set out in subsection (3) or (4).

(3) If that other person is not a company, the period set out for the purposes of subsection (2)(b) is
  (a) where that other person is a member of the company, the period specified for the purpose in the company's articles;
  (b) where that other person is a debenture holder of the company, the period specified for the purpose in the instrument creating the debenture; or
  (c) where that other person is not such a member or holder, the period specified for the purpose in any agreement between the person and the company.

(4) If that other person is a company, the period set out for the purposes of subsection (2)(b) is
  (a) where that other person is a member of the company, the period specified for the purpose in the company's articles;
  (b) where the company is a member of that other person, the period specified for the purpose in the person's articles;
  (c) where that other person is a debenture holder of the company or where the company is a debenture holder of that other person, the period specified for the purpose in the instrument creating the debenture; or
  (d) where neither that other person nor the company is such a member or holder, the period specified for the purpose in any agreement between the person and the company.

Section:

823

Period specified for purposes of sections 828(7)(a), 831(7)(a) and 833(12)(b)

(1) This section specifies
  (a) the period, in relation to a document or information sent or supplied to a company by another person, for the purposes of section 828(7)(a); and
  (b) the period, in relation to a document or information sent or supplied by a company to another person, for the purposes of sections 831(7)(a) and 833(12)(b).

(2) The period is the period set out in subsection (3), (4) or (5).

(3) If that other person is not a company, the period set out for the purposes of subsection (2) is
  (a) where that other person is a member of the company, the period specified for the purpose in the company's articles;
  (b) where that other person is a debenture holder of the company, the period specified for the purpose in the instrument creating the debenture; or
  (c) where that other person is not such a member or holder, the period specified for the purpose in any agreement between the person and the company.

(4) If that other person is a company, the period set out for the purposes of subsection (2) is
  (a) where that other person is a member of the company, the period specified for the purpose in the company's articles;
  (b) where the company is a member of that other person, the period specified for the purpose in the person's articles;
  (c) where that other person is a debenture holder of the company or where the company is a debenture holder of that other person, the period specified for the purpose in the instrument creating the debenture; or
  (d) where neither that other person nor the company is such a member or holder, the period specified for the purpose in any agreement between the person and the company.

(5) If the articles, instrument or agreement does not specify the period, the period set out for the purposes of subsection (2) is 48 hours.

(6) In calculating a period of hours mentioned in subsection (5), any part of a day that is not a business day is to be disregarded.

Section:

824

Time specified for purposes of sections 828(7)(b), 829(5)(a), 831(7)(b) and 832(5)(a)

(1) This section specifies
  (a) the time, in relation to a document or information sent or supplied to a company by another person, for the purposes of sections 828(7)(b) and 829(5)(a); and
  (b) the time, in relation to a document or information sent or supplied by a company to another person, for the purposes of sections 831(7)(b) and 832(5)(a).

(2) The time is whichever is the later of the following
  (a) the second business day after the day on which the document or information is sent or supplied;
  (b) the time set out in subsection (3) or (4).

(3) If that other person is not a company, the time set out for the purposes of subsection (2)(b) is
  (a) where that other person is a member of the company, the time specified for the purpose in the company's articles;
  (b) where that other person is a debenture holder of the company, the time specified for the purpose in the instrument creating the debenture; or
  (c) where that other person is not such a member or holder, the time specified for the purpose in any agreement between the person and the company.

(4) If that other person is a company, the time set out for the purposes of subsection (2)(b) is
  (a) where that other person is a member of the company, the time specified for the purpose in the company's articles;
  (b) where the company is a member of that other person, the time specified for the purpose in the person's articles;
  (c) where that other person is a debenture holder of the company or where the company is a debenture holder of that other person, the time specified for the purpose in the instrument creating the debenture; or
  (d) where neither that other person nor the company is such a member or holder, the time specified for the purpose in any agreement between the person and the company.

Section:

825

Address specified for purposes of sections 831(3)(b)(iii) and 832(2)(b)

(1) This section specifies the address, in relation to a document or information sent or supplied by a company to another person, for the purposes of sections 831(3)(b)(iii) and 832(2)(b).

(2) Subject to subsections (3) and (4), the address is
  (a) an address specified for the purpose by that other person generally or specifically; or
  (b) an address to which a provision of this Ordinance authorizes or requires the document or information to be sent or supplied.

(3) If that other person (whether or not a company) is a member, debenture holder, director or company secretary of the company, the address is
  (a) the address specified in subsection (2); or
  (b) the person's address as shown in the company's register of members, register of debenture holders, register of directors or register of company secretaries.

(4) If that other person is a company and is not a person covered by subsection (3), the address is
  (a) the address specified in subsection (2); or
  (b) its registered office.

(5) If the company is unable to obtain an address specified in subsection (2), (3) or (4), the address is that other person's address last known to the company.

Section:

826

Effect of this Part on sending documents etc. to Registrar

In its application in relation to documents or information to be sent or supplied to the Registrar, this Part has effect subject to Part 2.

Division:2

Service of Document on Company

Section:

827

Service of document

A document may be served on a company by leaving it at, or sending it by post to, the company's registered office.

Division:3

Other Communication to Company by Person who is not Company

Section:

828

Communication in electronic form

(1) This section applies if a document or information is sent or supplied, in electronic form, to a company by a person who is not a company.

(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if
  (a) the company
    (i) has agreed, generally or specifically, that the document or information may be sent or supplied to it in electronic form and has not revoked the agreement; or
    (ii) is to be regarded under a provision of this Ordinance as having so agreed;
  (b) the document or information is sent or supplied
    (i) by electronic means to an address
      (A) specified for the purpose by the company generally or specifically; or
      (B) regarded under a provision of this Ordinance as having been so specified for the purpose; or
    (ii) by hand or by post to an address specified in subsection (4); and
  (c) the document or information is sent or supplied in a form, and by a means, that, in the person's reasonable opinion, will enable the recipient
    (i) to read the document or information, or, to the extent that it consists of images, to see the document or information, with the naked eye or with the eye with suitable corrective lens; and
    (ii) to retain a copy of the document or information.

(3) The company has not revoked the agreement for the purposes of subsection (2)(a)(i) unless it has given the person a notice of revocation of not less than the period specified in section 822.

(4) The address specified for the purposes of subsection (2)(b)(ii) is
  (a) an address specified for the purpose by the company generally or specifically;
  (b) the company's registered office; or
  (c) an address to which a provision of this Ordinance authorizes or requires the document or information to be sent or supplied.

(5) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated, the document or information is sufficiently authenticated if
  (a) the person's identity is confirmed in a manner specified by the company; or
  (b) where no manner has been specified, the communication contains or is accompanied by a statement of the person's identity, and the company has no reason to doubt the truth of the statement.

(6) If the document or information is sent or supplied by a person on behalf of another, subsection (5) does not affect any provision of the company's articles under which the company may require reasonable evidence of the former's authority to act on behalf of the latter.

(7) If the document or information is sent or supplied to a company for the purposes of an applicable provision, it is to be regarded as being received by the company
  (a) where the document or information is sent or supplied by electronic means, at the end of the period specified in section 823 after it is sent or supplied, unless the contrary is proved;
  (b) where the document or information is sent or supplied by post, at the time specified in section 824, unless the contrary is proved; or
  (c) where the document or information is sent or supplied by hand, at the time when the document or information is delivered.

Section:

829

Communication in hard copy form

(1) This section applies if a document or information is sent or supplied, in hard copy form, to a company by a person who is not a company.

(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if the document or information is sent or supplied by hand or by post to
  (a) an address specified for the purpose by the company generally or specifically;
  (b) the company's registered office; or
  (c) an address to which a provision of this Ordinance authorizes or requires the document or information to be sent or supplied.

(3) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated, the document or information is sufficiently authenticated if it is signed by the person.

(4) If the document or information is sent or supplied by a person on behalf of another, subsection (3) does not affect any provision of the company's articles under which the company may require reasonable evidence of the former's authority to act on behalf of the latter.

(5) If the document or information is sent or supplied to a company for the purposes of an applicable provision, it is to be regarded as being received by the company
  (a) where the document or information is sent or supplied by post, at the time specified in section 824, unless the contrary is proved; or
  (b) where the document or information is sent or supplied by hand, at the time when the document or information is delivered.

Section:

830

Communication in other forms

(1) This section applies if a document or information is sent or supplied, otherwise than in electronic or hard copy form, to a company by a person who is not a company.

(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if the document or information is sent or supplied in a form or manner that has been agreed by the company

Division:4

Other Communication by Company to Another Person

Section:

831

Communication in electronic form

(1) Subject to subsection (2), this section applies if a document or information is sent or supplied, in electronic form, by a company to another person.

(2) This section does not apply if the document or information is sent or supplied by the company to that other person by making it available on a website.

(3) The document or information is sent or supplied to that other person for the purposes of an applicable provision if
  (a) that other person
    (i) where that other person is not a company, has agreed, generally or specifically, that the document or information may be sent or supplied to the person in electronic form and has not revoked the agreement; or
    (ii) where that other person is a company, has so agreed and has not revoked the agreement, or is to be regarded under a provision of this Ordinance as having so agreed;
  (b) the document or information is sent or supplied
    (i) by electronic means to an address
      (A) where that other person is not a company, specified for the purpose by that other person generally or specifically; or
      (B) where that other person is a company, so specified for the purpose, or regarded under a provision of this Ordinance as having been so specified for the purpose;
    (ii) by hand to that other person; or
    (iii) by hand or by post to an address specified in section 825; and
  (c) the document or information is sent or supplied in a form, and by a means, that, in the company's reasonable opinion, will enable the recipient
    (i) to read the document or information, or, to the extent that it consists of images, to see the document or information, with the naked eye or with the eye with suitable corrective lens; and
    (ii) to retain a copy of the document or information.

(4) That other person has not revoked the agreement for the purposes of subsection (3)(a) unless the person has given the company a notice of revocation of not less than the period specified in section 822.

(5) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated, the document or information is sufficiently authenticated if
  (a) the company's identity is confirmed in a manner specified by that other person; or
  (b) where no manner has been specified, the communication contains or is accompanied by a statement of the company's identity, and that other person has no reason to doubt the truth of the statement.

(6) If the document or information is sent or supplied by a person on behalf of the company to another company, subsection (5) does not affect any provision of that other company's articles under which that other company may require reasonable evidence of the person's authority to act on behalf of the company for which the document or information is sent or supplied.

(7) If the document or information is sent or supplied to that other person for the purposes of an applicable provision, it is to be regarded as being received by that other person
  (a) where the document or information is sent or supplied by electronic means, at the end of the period specified in section 823 after it is sent or supplied, unless the contrary is proved;
  (b) where the document or information is sent or supplied by post, at the time specified in section 824, unless the contrary is proved; or
  (c) where the document or information is sent or supplied by hand, at the time when the document or information is delivered.

Section:

832

Communication in hard copy form

(1) This section applies if a document or information is sent or supplied, in hard copy form, by a company to another person.

(2) The document or information is sent or supplied to that other person for the purposes of an applicable provision if the document or information is sent or supplied
  (a) by hand to that other person; or
  (b) by hand or by post to an address specified in section 825.

(3) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated, the document or information is sufficiently authenticated if it is signed by a director or company secretary of the company or by an officer of the company authorized for the purpose.

(4) If the document or information is sent or supplied by a person on behalf of the company to another company, subsection (3) does not affect any provision of that other company's articles under which that other company may require reasonable evidence of the person's authority to act on behalf of the company for which the document or information is sent or supplied.

(5) If the document or information is sent or supplied to that other person for the purposes of an applicable provision, it is to be regarded as being received by that other person
  (a) where the document or information is sent or supplied by post, at the time specified in section 824, unless the contrary is proved; or
  (b) where the document or information is sent or supplied by hand, at the time when the document or information is delivered.

Section:

833

Communication by means of website

(1) Subject to subsection (2), this section applies if a document or information is sent or supplied by a company to another person by making it available on a website.

(2) This section does not apply if the document or information is sent or supplied by a member of a company to the company.

(3) The document or information is sent or supplied to that other person for the purposes of an applicable provision if
  (a) that other person
    (i) has agreed, generally or specifically, that the document or information may be sent or supplied by the company to the person by making it available on a website, or is to be regarded under subsection (4) or (5) as having so agreed; and
    (ii) has not revoked the agreement;
  (b) the document or information is sent or supplied in a form, and by a means, that, in the company's reasonable opinion, will enable the recipient
    (i) to read the document or information, or, to the extent that it consists of images, to see the document or information, with the naked eye or with the eye with suitable corrective lens; and
    (ii) to retain a copy of the document or information;
  (c) subject to subsection (10), the company has notified that other person of the matters specified in subsection (8); and
  (d) the company has made the document or information available on the website throughout
    (i) the period specified by the applicable provision; or
    (ii) where no period is specified, the period of 28 days beginning on the date on which the notification under paragraph (c) is sent to that other person.

(4) For the purposes of subsection (3)(a)(i), a person who is a member of the company is, subject to subsection (11), to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if
  (a) the company's members have resolved, or the company's articles contain a provision to the effect, that documents or information generally may be so sent or supplied by the company to its members;
  (b) subject to subsection (10), the company has individually requested the person to agree that documents or information generally, or the document or information, may be so sent or supplied by the company to the person and has not received a response to the request within 28 days beginning on the date on which the request was sent; and
  (c) subject to subsection (10), the request
    (i) stated clearly the effect of a failure to respond within those 28 days; and
    (ii) was sent at least 12 months after any prior request made to the person for the purposes of paragraph (b) in respect of the same or a similar class of documents or information.

(5) For the purposes of subsection (3)(a)(i), a person who is a debenture holder of the company is, subject to subsection (11), to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if
  (a) the instrument creating the debenture contains a provision to the effect, or the equivalent debenture holders have resolved in accordance with the provisions of that instrument, that documents or information generally may be so sent or supplied by the company to those holders;
  (b) subject to subsection (10), the company has individually requested the person to agree that documents or information generally, or the document or information, may be so sent or supplied by the company to the person and has not received a response to the request within 28 days beginning on the date on which the request was sent; and
  (c) subject to subsection (10), the request
    (i) stated clearly the effect of a failure to respond within those 28 days; and
    (ii) was sent at least 12 months after any prior request made to the person for the purposes of paragraph (b) in respect of the same or a similar class of documents or information.

(6) That other person has not revoked the agreement for the purposes of subsection (3)(a)(ii) unless the person has given the company a notice of revocation of not less than the period specified in section 822.

(7) For the purposes of subsection (3)(c), if the applicable provision specifies the time by which or the period within which the notification is to be sent, the notification must be sent by that time or within that period.

(8) The matters specified for the purposes of subsection (3)(c) are
  (a) the presence of the document or information on the website;
  (b) if the document or information is not available on the website on the date of the notification, the date on which it will be so available;
  (c) the address of the website;
  (d) the place on the website where the document or information may be accessed; and
  (e) how to access the document or information.

(9) For the purposes of subsection (3)(d), a failure to make a document or information available on a website throughout the period mentioned in that subsection is to be disregarded if
  (a) the document or information is made available on the website for part of that period; and
  (b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.

(10) Subsections (3)(c), (4)(b) and (c) and (5)(b) and (c) do not apply if
  (a) that other person
    (i) where that other person is not a company
      (A) has not agreed that the document or information may be sent or supplied to the person in electronic form for the purposes of section 831(3)(a)(i); or
      (B) has not specified an address to which the document or information may be sent or supplied to the person for the purposes of section 831(3)(b)(i)(A); or
    (ii) where that other person is a company, has not so agreed or specified or is not regarded under a provision of this Ordinance as having so agreed or specified; and
  (b) any document or information has been sent or supplied, in hard copy form, by the company to that other person by post to an address specified for the purposes of section 832(2)(b), and it has been returned by the post office as undeliverable at the address.

(11) For the purposes of subsections (4) and (5), a person is not to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if
  (a) in the case of subsection (4), except where subsection (4)(b) does not apply by virtue of subsection (10), it is proved that the person has not received the request under subsection (4)(b); or
  (b) in the case of subsection (5), except where subsection (5)(b) does not apply by virtue of subsection (10), it is proved that the person has not received the request under subsection (5)(b).

(12) If the document or information is sent or supplied to that other person for the purposes of an applicable provision—
  (a) it is to be regarded as being sent or supplied on whichever is the later of the following
    (i) the date on which the document or information is first made available on the website;
    (ii) the date on which a notification under subsection (3)(c) is sent; and
  (b) it is to be regarded as being received by that other person at the end of the period specified in section 823 after whichever is the later of the following
    (i) the time when the document or information is first made available on the website;
    (ii) the time when that other person receives a notification under subsection (3)(c).

(13) In this section
equivalent debenture holders(相應債權證持有人), in relation to a person to whom a document or information is sent or supplied by a company, means the debenture holders of the company ranking equally for all purposes with the person.

Section:

834

Communication in other forms

(1) This section applies if a document or information is sent or supplied by a company to another person otherwise than in electronic or hard copy form or by making it available on a website.

(2) The document or information is sent or supplied to that other person for the purposes of an applicable provision if the document or information is sent or supplied in a form or manner that has been agreed by that other person.

Section:

835

Joint holders of shares or debentures

(1) This section applies if
  (a) a provision of this Ordinance authorizes or requires a document or information to be sent or supplied by a company to the holders of its shares or debentures; and
  (b) a document or information is required to be sent to joint holders of the shares or debentures.

(2) Subject to anything in the company's articles, the document or information is sent or supplied to the joint holders for the purposes of the provision if the document or information is sent or supplied to
  (a) each of the joint holders; or
  (b) the holder whose name appears first in the company 's register of members or register of debenture holders.

(3) Subject to anything in the company 's articles, anything to be agreed or specified by the holders for the purposes of this Division must be agreed or specified by all the joint holders.

Section:

836

Death or bankruptcy of holder of shares

(1) This section applies if
  (a) a provision of this Ordinance authorizes or requires a document or information to be sent or supplied by a company to the holders of its shares; and
  (b) a holder of the shares is dead or bankrupt.

(2) Subject to anything in the company's articles, the document or information is sent or supplied to that holder for the purposes of the provision if the document or information
  (a) is sent or supplied to the persons claiming to be entitled to the shares in consequence of the death or bankruptcy by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description, at the address within Hong Kong supplied for the purpose by the persons so claiming; or
  (b) until such an address has been so supplied, is sent or supplied in any manner in which it might have been sent or supplied if the death or bankruptcy had not occurred.

Section:

837

Member or debenture holder may require hard copy

(1) A member or debenture holder of a company may, within 28 days after the date of receiving from the company a
document or information, otherwise than in hard copy form, request the company to send or supply to the member or holder the document or information in hard copy form.

(2) The company must send or supply to the member or holder the document or information in hard copy form, free of charge
  (a) within 21 days after the date of receiving the request; or
  (b) if the document or information requires an action to be taken by the member or holder, within 7 days after the date of receiving the request.

(3) 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.

Part:19

Investigations and Enquiries

Division:1

Preliminary

Section:

838

Interpretation

(1) In this Part
agent (代理人) , in relation to a company, includes
  (a) a banker or solicitor of the company; and
  (b) a person, whether an officer of the company or not, who is engaged as an auditor of the company;
authorized institution (認可機構) has the meaning given by section 2(1) of the Banking Ordinance (Cap 155);
books (簿冊) includes accounts and accounting information, however compiled or stored, and whether or not recorded in a legible form;
delegate (獲轉授人)
  (a) in relation to an inspector, means a person to whom the inspector has delegated any power under section 850(1);
  (b) in relation to the Financial Secretary, means a person to whom the Financial Secretary has delegated any power under section 870;
  (c) in relation to the Registrar, means a public officer to whom the Registrar has delegated any power under section 874;
document (文件) means
  (a) any register, books or tape recording;
  (b) any input or output, in whatever form, into or from an information system; and
  (c) any other document or similar material (whether produced mechanically, electronically, magnetically, optically, manually or by any other means);
information (資料) includes
  (a) data, text, images, sound codes, computer programmes, software and databases; and
  (b) any combination of the things mentioned in paragraph (a);
inspector (審查員) means
  (a) a person appointed under section 840 or 841 to investigate a company's affairs; or
  (b) a person appointed under section 853 to continue an investigation;
officer (高級人員) , in relation to a body corporate, means a director, manager or company secretary of, or any other person involved in the management of, the body corporate;
record (紀錄) means any record of information (however compiled or stored) and includes
  (a) any books, deed, contract, agreement, voucher and receipt;
  (b) any document or other material used with or produced by an information system;
  (c) any information that is recorded otherwise than in a legible form but is capable of being reproduced in a legible form;
  (d) any document, disc, tape, sound track or other device in which sounds or other data (not being visual images) are embodied so as to be capable (with or without the aid of other equipment) of being reproduced; and
  (e) any film (including a microfilm), disc, tape or other device in which visual images are embodied so as to be capable (with or without the aid of other equipment) of being reproduced.

(2) For the purposes of this Part, a body corporate is an associated body corporate of a company if
  (a) the body corporate and the company are members of the same group of companies; or
  (b) the body corporate and the company are substantially controlled by the same person.

Division:1

Investigation of Company’s Affairs by Inspectors

Subdivision:1

Preliminary

Section:

839

Interpretation

In this Division
company (公司)
  (a) in section 840, includes a registered non-Hong Kong company; >
  (b) in section 841, includes a non-Hong Kong company;
final report (最終報告) means the final report mentioned in section 856;
interim report (中期報告) means the interim report mentioned in section 855;
investigation (調查) means an investigation into a company's affairs under section 840 or 841.

Subdivision:2

Appointment by Financial Secretary of Inspectors to Investigate Company’s Affairs

Section:

840

Appointment of inspector on application by company or members

(1) The Financial Secretary may, on application by a company, appoint a person to investigate the company's affairs if the company has by special resolution declared that the company's affairs ought to be so investigated.

(2) The Financial Secretary may also appoint a person to investigate a company's affairs
  (a) for a company having a share capital, on application by
    (i) at least 100 members; or
    (ii) members holding at least 10% of the shares issued; or
  (b) for a company not having a share capital, on application by at least 10% in number of the persons on the company's register of members.

(3) An application for the purposes of subsection (1) or (2) must be supported by the evidence required by the Financial Secretary to show that the applicant has good reason for requesting the investigation.

(4) The Financial Secretary must not appoint a person under subsection (1) or (2) to investigate a company's affairs unless the Financial Secretary is satisfied that it is in the public interest to do so.

(5) The Financial Secretary may, before making an appointment under subsection (1) or (2), require an applicant for an appointment under subsection (1) or (2) to give security for the payment of the expenses of the investigation, in an amount specified by the Financial Secretary.

Section:

841

Appointment of inspector on Court’s or Financial Secretary’s initiative

(1) The Financial Secretary must appoint a person to investigate a company's affairs if the Court by order declares that the company's affairs ought to be so investigated.

(2) The Financial Secretary may appoint a person to investigate a company's affairs if it appears to the Financial Secretary that there are circumstances suggesting that
  (a) the company was formed for a fraudulent or unlawful purpose;
  (b) the company's affairs are being or have been conducted
    (i) in a manner unfairly prejudicial to the interests of its members generally or of one or more members;
    (ii) with intent to defraud its creditors or the creditors of any other person; or
    (iii) for any other fraudulent or unlawful purpose; or
  (c) the persons concerned with the formation of the company or the management of its affairs have, in relation to the formation or management, engaged in fraud, misfeasance or other misconduct towards it, its members or its creditors.

(3) The Financial Secretary must not appoint a person under subsection (2) to investigate a company's affairs unless the Financial Secretary is satisfied that it is in the public interest to do so.

(4) The Financial Secretary may appoint a person under subsection (2) to investigate a company's affairs even though the company is in the course of being wound up voluntarily.

Section:

842

Notice of appointment as inspector to be delivered to Registrar

(1) A person who is appointed as an inspector under section 840 or 841 must deliver a notice of the appointment to the Registrar for registration.

(2) The notice must be delivered to the Registrar within 15 days after the date of the appointment and must be in the specified form.

Subdivision:3

Financial Secretary’s Powers to Give Directions to Inspectors

Section:

843

General power of Financial Secretary to give directions regarding investigation

(1) The Financial Secretary may give directions to an inspector regarding an investigation.

(2) The Financial Secretary may give directions under this section
  (a) on the Financial Secretary's own initiative; or
  (b) at the request of the inspector.

(3) The Financial Secretary may vary or revoke any directions given under this section.

Section:

844

Financial Secretary may give directions regarding subject matter of investigation etc.

(1) Without limiting section 843, the Financial Secretary may give directions to an inspector with respect to any or all of the following
  (a) the terms or subject matter of the investigation (whether by reference to a specified area of a company's operation, a specified transaction, a specified period of time or otherwise);
  (b) the matters the inspector must take into account or must not take into account in conducting the investigation;
  (c) the steps the inspector must take or must not take in conducting the investigation.

(2) Without limiting section 843, the Financial Secretary may also give directions to an inspector to require that the interim report or final report of the investigation
  (a) is to include the inspector's opinion with respect to a specified matter;
  (b) is not to make reference to a specified matter;
  (c) is to be made in a specified form or manner; or
  (d) is to be completed by a specified date.

(3) In this section
specified(指明) means specified in directions given under this section.

Section:

845

Financial Secretary may give directions to terminate or suspend investigation

(1) Without limiting section 843, the Financial Secretary may, at any time before the completion of an investigation, direct the inspector
  (a) to terminate the investigation; or
  (b) to suspend the investigation for a period as specified by the Financial Secretary.

(2) If the inspector is appointed under section 841(1), the Financial Secretary must not give directions under subsection (1)(a) unless
  (a) it appears to the Financial Secretary that
    (i) matters have come to light in the course of the investigation which suggest that a criminal offence under the laws of Hong Kong has been committed; and
    (ii) those matters have been referred to a law enforcement agency; or
  (b) the giving of the directions is approved by the Court.

Subdivision:4

Inspectors’ Powers

Section:

846

Inspector may require production of records and documents etc.

(1) An inspector appointed to investigate a company's affairs may, by notice in writing, require any of the persons specified in subsection (2) to do any or all of the following
  (a) produce, within the time and at the place specified in the notice, any record or document specified in the notice that
    (i) is or may be relevant to the investigation; and
    (ii) is in the person's custody or power;
  (b) take all reasonable steps to preserve the record or document before it is produced to the inspector;
  (c) attend before the inspector at the time and place specified in the notice, and answer any question, whether on oath or otherwise, relating to any matter under investigation that the inspector may raise with the person;
  (d) answer any question relating to any matter under investigation that is specified in the notice;
  (e) give the inspector all other assistance in connection with the investigation that the person is reasonably able to give.

(2) The persons are
  (a) the company;
  (b) an officer or former officer of the company;
  (c) an agent or former agent of the company;
  (d) a person whom the inspector has reasonable grounds to believe
    (i) to be in possession of any record or document that contains, or is likely to contain, information relevant to the investigation; or
    (ii) otherwise to be in possession of that information.

(3) An inspector must not require an authorized institution to produce any record or document, or disclose any information, relating to the affairs of a customer of the institution under subsection (1) unless
  (a) the inspector has reasonable grounds to believe that the customer may be able to provide information relevant to the investigation; and
  (b) the inspector is satisfied that the production or disclosure is necessary for the purposes of the investigation and so certifies in writing.

(4) In subsection (1)(b), a reference to preserving a record or document includes preventing a person from
  (a) removing, disposing of or destroying the record or document;
  (b) erasing, adding to or altering in any other manner an entry or other particulars contained in the record or document; or
  (c) interfering in any other manner with, or causing or permitting any other person to interfere with, the record or document.

(5) An inspector may administer an oath to any person for the purposes of subsection (1)(c).

Section:

847

Inspector may require production of director’s accounts

(1) If an inspector appointed to investigate a company's affairs has reasonable grounds to believe that a director or former director of the company maintains or has maintained an account specified in subsection (2), the inspector may, by notice in writing, require the director or former director to produce to the inspector all documents relating to the account that are in the possession, or under the control, of the director or former director.

(2) The account is one of whatever description maintained by the director or former director (whether alone or jointly with any other person) with a bank, deposit-taking company or similar financial institution (whether in Hong Kong or elsewhere), into or out of which there has been paid
  (a) any emolument, retirement benefit or compensation in respect of the directorship, particulars of which are not contained in the notes to the financial statements of the company for any financial year, contrary to section 383;
  (b) any loan or quasi-loan in favour of the director or former director, or any money that has resulted from or has been used in the financing of any dealing in favour of the director or former director, particulars of which are not contained in the notes to the financial statements of the company for any financial year, contrary to section 383; or
  (c) any money that has been in any way connected with any misconduct of the director or former director
(whether fraudulent or not) towards the company or its members.

Section:

848

Provisions supplementary to sections 846 and 847: powers to require explanation etc.

(1) If a person produces a record or document in compliance with a requirement imposed under section 846 or 847, the inspector may
  (a) make copies, or otherwise record the details, of the record or document; and
  (b) by notice in writing, require the person to provide any information or explanation in respect of the record or document.

(2) If a person gives any answer or provides any information or explanation in compliance with a requirement imposed under subsection (1) or section 846, the inspector may, by notice in writing, further require the person to verify, within the time specified in that further requirement, the answer, information or explanation by a statutory declaration.

(3) If a person does not give any answer or provide any information or explanation in compliance with a requirement imposed under subsection (1) or section 846 for the reason that the answer, information or explanation is not within the person's knowledge or in the person's possession, the inspector may, by notice in writing, further require the person to verify, within the time specified in that further requirement, that reason and fact by a statutory declaration.

(4) A statutory declaration mentioned in subsection (2) or (3) may be taken by the inspector.

Section:

849

Inspector may exercise powers in relation to associated body corporate

If an inspector appointed to investigate a company ' s affairs considers it necessary for the purposes of the investigation, the inspector may also exercise any or all of the powers under sections 846, 847 and 848 in relation to an associated body corporate of the company, as if the references to a company in those sections were references to an associated body corporate.

Section:

850

Delegation of powers by inspector

(1) An inspector appointed to investigate a company's affairs may delegate in writing any or all of the powers conferred under sections 846, 847 and 848 to another person.

(2) An inspector may delegate powers under subsection (1) in relation to the company or an associated body corporate of the company.

(3) If 2 or more inspectors are appointed to investigate a company's affairs, the power under subsection (1) is exercisable by each of them.

Subdivision:5

Resignation, Removal and Replacement of Inspectors

Section:

851

Resignation of inspector

An inspector may resign by notice in writing to the Financial Secretary.

Section:

852

Revocation of appointment of inspector by Financial Secretary

The Financial Secretary may revoke the appointment of an inspector by notice in writing to the inspector.

Section:

853

Appointment of replacement inspector

(1) If an inspector dies or resigns, or an inspector's appointment is revoked, the Financial Secretary may appoint another person to continue the investigation.

(2) For the purposes of this Division (except this section), a person appointed to continue an investigation under subsection (1)
  (a) is to be regarded as having been appointed under the provision of this Division under which the former inspector was appointed; and
  (b) is subject to any direction given to the former inspector under this Division that has not been revoked.

Section:

854

Former inspector must hand over documents etc.

(1) This section applies to
  (a) an inspector to whom the Financial Secretary has given a direction to terminate the investigation under section 845(1)(a); or
  (b) a person
    (i) who has resigned as an inspector; or
    (ii) whose appointment as an inspector has been revoked.

(2) The inspector or person must produce any document that the inspector or person has obtained or generated during the course of the investigation to
  (a) the Financial Secretary; or
  (b) if directed by the Financial Secretary
    (i) a person appointed to continue the investigation under section 853(1); or
    (ii) a person referred to in section 881(2)(a) or (b).

(3) The inspector or person must also, if directed by the Financial Secretary, inform
  (a) the Financial Secretary;
  (b) a person appointed to continue the investigation under section 853(1); or
  (c) a person referred to in section 881(2)(a) or (b), of any matter that came to the inspector's or person's knowledge as a result of the investigation.

(4) A document mentioned in subsection (2) must be produced in a form as directed by the Financial Secretary.

Subdivision:6

Reports by Inspectors

Section:

855

Interim report to be made by inspector etc.

(1) An inspector
  (a) must, if directed by the Financial Secretary, prepare an interim report on the investigation; and
  (b) may at any time prepare an interim report on the investigation if the inspector considers it appropriate to do so.

(2) If an inspector is directed under section 845(1)(a) to terminate an investigation, any direction previously given by the Financial Secretary referred to in subsection (1)(a) ceases to have effect.

(3) An interim report must be delivered to the Financial Secretary within the time directed by the Financial Secretary or, in the absence of directions, within a reasonable time after it is prepared.

(4) An inspector must, within a reasonable time after the delivery of an interim report to the Financial Secretary, deliver to the Registrar for registration a notice of that fact in the specified form.

(5) Irrespective of whether an interim report has been or will be prepared, an inspector
  (a) may, at any time in the course of the investigation, inform the Financial Secretary of any matter that comes to the inspector's knowledge as a result of the investigation; and
  (b) must inform the Financial Secretary of any matter that comes to the inspector's knowledge as a result of the investigation, if directed to do so by the Financial Secretary.

Section:

856

Final report to be made by inspector etc.

(1) An inspector must, on the completion of the investigation, prepare a final report on the investigation.

(2) An inspector who is directed under section 845(1)(a) to terminate an investigation must still prepare a final report on the investigation if directed to do so
  (a) where the inspector is appointed under section 840(1) or (2) or 841(2), by the Financial Secretary; or
  (b) where the inspector is appointed under section 841(1), by the Court.

(3) A final report must be delivered to the Financial Secretary within the time directed by the Financial Secretary or, in the absence of directions, within a reasonable time after it is prepared.

(4) An inspector must, within a reasonable time after the delivery of a final report to the Financial Secretary, deliver to the Registrar for registration a notice of that fact in the specified form.

Section:

857

Interim report or final report may cover affairs of associated body corporate

If an inspector appointed to investigate a company's affairs or a delegate of the inspector has exercised any of the powers under section 846, 847 or 848 in relation to an associated body corporate of the company, the inspector must also report on the affairs of that body corporate in the interim report or final report, so far as the inspector considers that the affairs of that body corporate are relevant to the investigation.

Section:

858

Inspector must send report to affected persons etc.

(1) If, in the opinion of an inspector appointed to investigate a company's affairs, any person named in an interim report or final report on the investigation would in the event of a publication or other disclosure of the report, or any part of the report, be adversely affected by the publication or disclosure, the inspector must, before delivering the report to the Financial Secretary
  (a) send the draft report or that part of the draft report to the person; and
  (b) give the person a reasonable opportunity to be heard.

(2) Before an inspector sends a draft interim report or final report, or part of the draft report, to a person under subsection (1), the inspector may
  (a) cause any passages in the draft report or that part of the draft report to be concealed from view or to be obliterated; and
  (b) require the person to keep the draft report or that part of the draft report confidential.

Section:

859

Financial Secretary to file copies of inspector’s report with Court

(1) As soon as practicable after receiving an interim report or final report from an inspector appointed under section 841(1), the Financial Secretary must file a copy of the report with the Court.

(2) The Financial Secretary may, before filing a copy of an interim report or final report with the Court under subsection (1), specify the period and manner in which access to the report is to be restricted.

Section:

860

Financial Secretary may send copies of inspector’s report to applicants of investigation etc.

(1) After receiving an interim report or final report from an inspector appointed to investigate a company's affairs, the Financial Secretary may
  (a) send a copy of the report to the company at its registered office; or
  (b) on request and on receipt of the prescribed fee, send a copy of the report to
    (i) a member of the company or a member of its associated body corporate the affairs of which are reported in the report under section 857;
    (ii) the auditors of the company or body corporate;
    (iii) a person whose conduct is mentioned in the report;
    (iv) the applicant for the investigation; or
    (v) any other person whose financial interest appears to the Financial Secretary to be affected by the matters dealt with in the report, whether as a creditor of the company or body corporate, or a possible investor or otherwise.

(2) Before sending a copy of an interim report or final report to any person under subsection (1), the Financial Secretary may
  (a) cause any passage in the report to be concealed from view or to be obliterated; and
  (b) require the person to keep the copy of the report confidential.

Section:

861

Publication of inspector’s report

(1) The Financial Secretary may publish, either in whole or in part, any interim report or final report delivered to the Financial Secretary under this Division.

(2) The Financial Secretary must deliver to the Registrar for registration a copy of any interim report or final report, or any part of an interim report or final report, that is published under subsection (1) as soon as practicable after it is published.

(3) In this section
publish(發表) includes distribute, make available and disseminate.

Section:

862

Inspector’s report to be evidence

In any civil proceedings before a court (including proceedings for the disqualification of a director)
  (a) a document purporting to be a copy of an interim report or final report prepared by an inspector, or a part of such a report, and purporting to be certified by the inspector or the Financial Secretary as a true copy of the report or part, is admissible in evidence on its production without further proof; and
  (b) on being admitted in evidence under paragraph (a), the document is evidence of the facts stated in the report or that part of the report.

Subdivision:7

Miscellaneous

Section:

863

Offences for failing to comply with requirements under Subdivision 4 etc.

(1) A person commits an offence if the person, without reasonable excuse, fails to comply with any requirement imposed on the person under Subdivision 4.

(2) A person commits an offence if the person, with intent to defraud, fails to comply with any requirement imposed on the person under Subdivision 4.

(3) An officer or employee of a company or body corporate on which a requirement is imposed under Subdivision 4 commits an offence if the officer or employee, with intent to defraud, causes or allows the company or body corporate to fail to comply with the requirement.

(4) A person commits an offence if the person
  (a) in purported compliance with a requirement imposed on the person under Subdivision 4
    (i) produces any record or document that is false or misleading in a material particular;
    (ii) provides any information or explanation that is false or misleading in a material particular; or
    (iii) says or states anything that is false or misleading in a material particular; and
  (b) knows that, or is reckless as to whether or not, the record or document, the information or explanation, or the thing said or stated, is false or misleading in a material particular.

(5) A person commits an offence if the person, with intent to defraud, in purported compliance with a requirement imposed on the person under Subdivision 4
  (a) produces any record or document that is false or misleading in a material particular;
  (b) provides any information or explanation that is false or misleading in a material particular; or
  (c) says or states anything that is false or misleading in a material particular.

(6) An officer or employee of a company or body corporate on which a requirement is imposed under Subdivision 4 commits an offence if the officer or employee, with intent to defraud, causes or allows the company or body corporate to, in purported compliance with the requirement
  (a) produce any record or document that is false or misleading in a material particular;
  (b) provide any information or explanation that is false or misleading in a material particular; or
  (c) say or state anything that is false or misleading in a material particular.

(7) A person is not excused from complying with a requirement imposed on the person under Subdivision 4 only on the ground that to do so might tend to incriminate the person.

(8) Despite anything in this Ordinance, no criminal proceedings may be instituted against a person under subsection (1), (2), (3), (4), (5) or (6) in respect of any conduct if
  (a) proceedings have previously been instituted against the person for the purposes of section 864(2)(b) in respect of the same conduct; and
  (b) those proceedings remain pending, or by reason of the previous institution of those proceedings, no proceedings may again be lawfully instituted against the person for the purposes of section 864(2)(b) in respect of the same conduct.

(9) A person who commits an offence under subsection (1) is liable
  (a) on conviction on indictment to a fine of $200000 and to imprisonment for one year; or
  (b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.

(10) A person who commits an offence under subsection (2), (3), (5) or (6) is liable
  (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 7 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

(11) A person who commits an offence under subsection (4) is liable
  (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

Section:

864

Inspector may apply to Court to inquire into failure to comply with requirements under Subdivision 4

(1) If a person fails to comply with a requirement imposed on the person under Subdivision 4, the inspector may, by originating summons, apply to the Court for an inquiry into the failure.

(2) The Court may, if it is satisfied that the person has without reasonable excuse failed to comply with the requirement, do any or all of the following
  (a) order the person to comply with the requirement within the period specified by the Court;
  (b) punish the person, and any other person knowingly involved in the failure, in the same manner as if the person and, if applicable, that other person had been guilty of contempt of court.

(3) Despite anything in this Ordinance, no proceedings may be instituted against a person for the purposes of subsection (2)(b) in respect of any conduct if
  (a) criminal proceedings have previously been instituted against the person under section 863(1), (2), (3), (4), (5) or (6) in respect of the same conduct; and
  (b) those criminal proceedings remain pending, or by reason of the previous institution of those criminal proceedings, no criminal proceedings may again be lawfully instituted against the person under section 863(1), (2), (3), (4), (5) or (6) in respect of the same conduct.

Section:

865

Use of incriminating evidence in proceedings

(1) If an inspector or a delegate of an inspector requires a person, under Subdivision 4, to give an answer to any question or to provide any information or explanation in respect of any record or document produced, the inspector or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the inspector's or delegate's requirement and of the answer given, or information or explanation provided, by the person.

(2) Despite anything in this Ordinance, if the conditions specified in subsection (3) are satisfied, the inspector's or delegate's requirement and the answer given, or information or explanation provided, by the person are not admissible in evidence against the person in criminal proceedings, other than those in which the person is charged with an offence in respect of the answer, information or explanation
  (a) under section 863(4), (5) or (6);
  (b) under Part V of the Crimes Ordinance (Cap 200); or
  (c) for perjury.

(3) The conditions are
  (a) that the answer, information or explanation might tend to incriminate the person; and
  (b) that the person so claims before giving the answer, or providing the information or explanation.

Section:

866

Expenses of investigation

(1) The expenses of an investigation are to be defrayed in the first instance out of the general revenue but the persons mentioned in subsection (2) are liable to repay the expenses to the Government to the extent mentioned in that subsection.

(2) Those persons and the extent of their liability are as follows
  (a) if, on a prosecution for an offence instituted as a result of the investigation, a person is convicted of the offence by the court, the person is liable to repay the expenses to the Government to the extent ordered by the court;
  (b) if the inspector who conducted the investigation was appointed under section 840 or 841(1), any body corporate dealt with by the interim report or final report is liable to repay the expenses to the Government to the extent directed by the Financial Secretary;
  (c) if the inspector who conducted the investigation was appointed under section 840 on application by a company or members of a company, the company or any of those members who made the application are liable to repay the expenses to the Government to the extent directed by the Financial Secretary.

(3) When making an order or giving directions under a paragraph of subsection (2), the court or the Financial Secretary (as the case may be) may order or direct that 2 or more persons liable under that paragraph are to be jointly liable or jointly and severally liable for any of the expenses ordered or directed to be repaid to the Government.

(4) On making an order on the extent of a person's liability under paragraph (a) of subsection (2), the court may further order that the person is also liable to indemnify another person against any liability to which that other person may be subject under paragraph (b) or (c) of that subsection.

(5) If the inspector who conducted the investigation was appointed under section 840 or 841(1), the interim report or final report of the investigation may, if the inspector thinks fit, include a recommendation as to the extent to which the expenses of the investigation should be repaid by a person referred to in paragraph (a), (b) or (c) of subsection (2).

(6) An inspector must include a recommendation mentioned in subsection (5) in the interim report or final report of the investigation if so directed by the Financial Secretary.

(7) The recommendation of an inspector under subsection (5) or (6)
  (a) in relation to a person referred to in paragraph (a) of subsection (2)
    (i) must not be disclosed to the court until after the person has been convicted; and
    (ii) does not bind the court; and
  (b) in relation to a person referred to in paragraph (b) or
  (c) of subsection (2), does not bind the Financial Secretary.

(8) For the purposes of this section, the expenses of an investigation include
  (a) reasonable expenses incidental to the investigation; and
  (b) such reasonable sums for general staff costs and overhead expenses of the Government, and for the cost of insurance for the inspector, as are determined by the Financial Secretary.

(9) An amount that is repayable to the Government under subsection (2) is recoverable as a civil debt due to the
Government.

Division:3

Enquiry into Company’s Affairs by Financial Secretary

Section:

867

Interpretation

In this Division
company (公司)
  (a) in section 868(a), includes a registered non-Hong Kong company; (b) in section 868(b), includes a non-Hong Kong company.

Section:

868

Circumstances under which Financial Secretary may enquire into company’s affairs

The Financial Secretary may enquire into a company's affairs if
  (a) the Financial Secretary considers that doing so would assist the Financial Secretary in deciding whether to appoint an inspector under section 840(2); or
  (b) it appears to the Financial Secretary that there is a good reason for doing so.

Section:

869

Financial Secretary may require production of records and documents etc.

(1) For the purpose of enquiring into a company's affairs under section 868, if the Financial Secretary considers that a record or document is or may be relevant to the enquiry, the Financial Secretary may, by notice in writing, require
  (a) the company; or
  (b) any other person who appears to the Financial Secretary to be in possession of the record or document, to produce the record or document within the time and at the place specified in the notice.

(2) If a company or a person produces a record or document in compliance with a requirement imposed under subsection (1), the Financial Secretary may
  (a) make copies, or otherwise record the details, of the record or document; and
  (b) by notice in writing, require an officer or former officer of the company or the person to provide any information or explanation in respect of the record or document.

(3) The Financial Secretary must not require an authorized institution to produce any record or document, or disclose any information, relating to the affairs of a customer of the institution under subsection (1) or (2) unless —
  (a) the Financial Secretary has reasonable grounds to believe that the customer may be able to provide information relevant to the enquiry; and
  (b) the Financial Secretary is satisfied that the production or disclosure is necessary for the purposes of the enquiry and so certifies in writing.

(4) If an authorized institution produces a record or document relating to the affairs of its customer in compliance with a requirement imposed under subsection (1), the Financial Secretary may also require that customer to provide any information or explanation in respect of the record or document.

(5) If a company or a person does not produce a record or document in compliance with a requirement imposed under subsection (1), the Financial Secretary may, by notice in writing, require the company or person to state, to the best of the company's or person's knowledge and belief, where the record or document is.

Section:

870

Financial Secretary may delegate powers under section 869

The Financial Secretary may delegate in writing any or all of the powers conferred under section 869 to another person.

Section:

871

Offences for failing to comply with requirements under section 869 etc.

(1) A person commits an offence if the person, without reasonable excuse, fails to comply with any requirement imposed on the person under section 869.

(2) A person commits an offence if the person, with intent to defraud, fails to comply with any requirement imposed on the person under section 869.

(3) An officer or employee of a company on which a requirement is imposed under section 869 commits an offence if the officer or employee, with intent to defraud, causes or allows the company to fail to comply with the requirement.

(4) A person commits an offence if the person
  (a) in purported compliance with a requirement imposed on the person under section 869
    (i) produces any record or document that is false or misleading in a material particular; or
    (ii) provides any information or explanation that is false or misleading in a material particular; and
  (b) knows that, or is reckless as to whether or not, the record or document, or the information or explanation, is false or misleading in a material particular.

(5) A person commits an offence if the person, with intent to defraud, in purported compliance with a requirement imposed on the person under section 869
  (a) produces any record or document that is false or misleading in a material particular; or
  (b) provides any information or explanation that is false or misleading in a material particular.

(6) An officer or employee of a company on which a requirement is imposed under section 869 commits an offence if the officer or employee, with intent to defraud, causes or allows the company to, in purported compliance with the requirement
  (a) produce any record or document that is false or misleading in a material particular; or
  (b) provide any information or explanation that is false or misleading in a material particular.

(7) A person is not excused from complying with a requirement imposed on the person under section 869 only on the ground that to do so might tend to incriminate the person.

(8) A person who commits an offence under subsection (1) is liable
  (a) on conviction on indictment to a fine of $200000 and to imprisonment for one year; or
  (b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.

(9) A person who commits an offence under subsection (2), (3), (5) or (6) is liable
  (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 7 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

(10) A person who commits an offence under subsection (4) is liable
  (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

Section:

872

Use of incriminating evidence in proceedings

(1) If the Financial Secretary or a delegate of the Financial Secretary requires a person, under section 869, to provide any information or explanation in respect of any record or document produced, the Financial Secretary or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the Financial Secretary's or delegate's requirement and of the information or explanation provided by the person.

(2) Despite anything in this Ordinance, if the conditions specified in subsection (3) are satisfied, the Financial Secretary's or delegate's requirement, as well as the information or explanation provided by the person, are not admissible in evidence against the person in criminal proceedings other than those in which the person is charged with an offence in respect of the information or explanation
  (a) under section 871(4), (5) or (6);
  (b) under Part V of the Crimes Ordinance (Cap 200); or
  (c) for perjury.

(3) The conditions specified for the purposes of subsection (2) are
  (a) that the information or explanation might tend to incriminate the person; and
  (b) that the person so claims before providing the information or explanation.

Division:4

Enquiry by Registrar

Section:

873

Registrar may require production of records and documents etc.

(1) For the purpose of enquiring into whether any specified act has been done, if each of the conditions specified in subsection (2) is satisfied, the Registrar may, by notice in writing, require a person
  (a) to produce, within the time and at the place specified in the notice, any record or document specified in the notice; and
  (b) if the record or document is produced, to provide any information or explanation in respect of the record or document.

(2) Subject to subsection (3), the conditions are
  (a) that the Registrar has reason to believe that
    (i) a specified act has been done;
    (ii) the record, document, information or explanation is relevant to the enquiry; and
    (iii) the person is in possession of the record or document; and
  (b) that it is so certified in writing by the Registrar.

(3) Subsection (2)(a)(iii) does not apply if the person who is to be required to produce the record or document is
  (a) the body corporate to which the act relates; or
  (b) an officer of that body corporate.

(4) The Registrar must not require an authorized institution to produce any record or document, or disclose any information, relating to the affairs of a customer of the institution under subsection (1) unless
  (a) the Registrar has reasonable grounds to believe that the customer may be able to provide information relevant to the enquiry; and
  (b) the Registrar is satisfied that the production or disclosure is necessary for the purposes of the enquiry and so certifies in writing.

(5) If an authorized institution produces a record or document relating to the affairs of its customer in compliance with a requirement imposed under subsection (1), the Registrar may also require that customer to provide any information or explanation in respect of the record or document.

(6) If a person produces a record or document in compliance with a requirement imposed under subsection (1), the
Registrar may make copies, or otherwise record the details, of the record or document.

(7) The Financial Secretary may, by notice published in the Gazette, amend subsection (8).

(8) In this section
specified act(指明作為) means an act that would constitute an offence under section 750(6) or 895(1).

Section:

874

Registrar may delegate powers under section 873

The Registrar may delegate in writing any or all of the powers conferred under section 873 to any public officer.

Section:

875

Offences for failing to comply with requirements under section 873 etc.

(1) A person commits an offence if the person, without reasonable excuse, fails to comply with any requirement imposed on the person under section 873.

(2) A person commits an offence if the person, with intent to defraud, fails to comply with any requirement imposed on the person under section 873.

(3) An officer or employee of a body corporate on which a requirement is imposed under section 873 commits an offence if the officer or employee, with intent to defraud, causes or allows the body corporate to fail to comply with the requirement.

(4) A person commits an offence if the person
  (a) in purported compliance with a requirement imposed on the person under section 873
    (i) produces any record or document that is false or misleading in a material particular; or
    (ii) provides any information or explanation that is false or misleading in a material particular; and
  (b) knows that, or is reckless as to whether or not, the record or document, or the information or explanation, is false or misleading in a material particular.

(5) A person commits an offence if the person, with intent to defraud, in purported compliance with a requirement imposed on the person under section 873
  (a) produces any record or document that is false or misleading in a material particular; or
  (b) provides any information or explanation that is false or misleading in a material particular.

(6) An officer or employee of a body corporate on which a requirement is imposed under section 873 commits an offence if the officer or employee, with intent to defraud, causes or allows the body corporate to, in purported compliance with the requirement
  (a) produce any record or document that is false or misleading in a material particular; or
  (b) provide any information or explanation that is false or misleading in a material particular.

(7) A person is not excused from complying with a requirement imposed on the person under section 873 only on the ground that to do so might tend to incriminate the person.

(8) A person who commits an offence under subsection (1) is liable
  (a) on conviction on indictment to a fine of $150000 and to imprisonment for one year; or
  (b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.

(9) A person who commits an offence under subsection (2), (3), (5) or (6) is liable
  (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 3 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

(10) A person who commits an offence under subsection (4) is liable
  (a) on conviction on indictment to a fine of $300000 and to imprisonment for 2 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

Section:

876

Use of incriminating evidence in proceedings

(1) If the Registrar or a delegate of the Registrar requires a person, under section 873, to provide any information or explanation in respect of any record or document produced, the Registrar or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the Registrar's or delegate's requirement and of the information or explanation provided by the person.

(2) Despite anything in this Ordinance, if the conditions specified in subsection (3) are satisfied, the Registrar's or delegate's requirement, as well as the information or explanation provided by the person, are not admissible in evidence against the person in criminal proceedings other than those in which the person is charged with an offence in respect of the information or explanation
  (a) under section 875(4), (5) or (6);
  (b) under Part V of the Crimes Ordinance (Cap 200); or
  (c) for perjury.

(3) The conditions specified for the purposes of subsection (2) are
  (a) that the information or explanation might tend to incriminate the person; and
  (b) that the person so claims before providing the information or explanation.

Division:5

Supplementary Provisions to Divisions 2, 3 and 4

Subdivision:1

Supplementary Provisions Applicable to Divisions 2 and 3

Section:

877

Magistrate’s warrants

(1) If a magistrate is satisfied on information on oath that there are reasonable grounds to suspect that there is, or is likely to be, on premises specified in the information any record or document that may be required to be produced under Division 2 or 3, the magistrate may issue a warrant in respect of the premise.

(2) For the purposes of subsection (1), the information
  (a) must set out
    (i) the nature of the record or document that is, or is likely to be, on the premises; and
    (ii) the provision of Division 2 or 3 under which the record or document may be required to be produced; and
  (b) must be laid by
    (i) in relation to an investigation under Division 2, an inspector; or
    (ii) in relation to an enquiry under Division 3, the Financial Secretary or a delegate of the Financial Secretary.

(3) A warrant issued under subsection (1) authorizes a person specified in it, and such other persons as may be necessary to assist in its execution, to
  (a) enter the premises, if necessary by force, at any time within the period of 7 days beginning with the date of the warrant; and
  (b) search for, seize and remove, any record or document that the person so specified has reasonable grounds to believe may be required to be produced under Division 2 or 3 (as the case may be).

(4) If an authorized person has reasonable grounds to believe that another person on the premises is employed or engaged to provide a service in connection with a business that is or has been conducted on the premises, the authorized person may require that other person to produce for examination any record or document that
  (a) is in the possession of that other person; and
  (b) the authorized person has reasonable grounds to believe may be required to be produced under Division 2 or 3 (as the case may be).

(5) An authorized person may, in relation to any record or document required to be produced under subsection (4)
  (a) prohibit any person found on the premises from
    (i) removing the record or document from the premises;
    (ii) erasing anything from, adding anything to, or otherwise altering anything in, the record or document; or
    (iii) otherwise interfering in any manner with, or causing or permitting any other person to interfere with, the record or document; and
  (b) take any other steps that appear to the authorized person to be necessary for
    (i) preserving the record or document; or
    (ii) preventing interference with the record or document.

(6) Any record or document removed by an authorized person may be retained for
  (a) a period not exceeding 6 months beginning with the day of its removal; or
  (b) if the record or document is or may be required for the purposes of any criminal proceedings, or any proceedings under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), such longer period as may be necessary for the purposes of those proceedings.

(7) If an authorized person removes any record or document under this section, the person
  (a) must as soon as practicable after the removal give a receipt for the record or document; and
  (b) may permit any other person who, but for the removal, would be entitled to inspect the record or document, at all reasonable times
    (i) to inspect it; and
    (ii) to make copies or otherwise record details of it.

(8) Section 102 of the Criminal Procedure Ordinance (Cap 221) applies to any property that has, by virtue of this section, come into the possession of an inspector, the Financial Secretary or a delegate of the Financial Secretary, as it applies to property that has come into the possession of the police.

(9) A person commits an offence if the person
  (a) without reasonable excuse, fails to comply with a requirement or prohibition under subsection (4) or (5); or
  (b) obstructs an authorized person in the exercise of a power conferred by subsection (3), (4) or (5).

(10) A person who commits an offence under subsection (9) is liable
  (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

(11) In this section
authorized person(獲授權人) means a person authorized by a warrant issued under subsection (1) to carry out the acts set out in paragraphs (a) and (b) of subsection (3).

Section:

878

Officers must give assistance in prosecution instituted as a result of investigation etc.

(1) If
  (a) an investigation under Division 2 or an enquiry under Division 3 has been carried out; and
  (b) a prosecution for an offence is instituted as a result of the investigation or enquiry, every officer or former officer, employee or former employee, or agent or former agent of any body corporate the affairs of which have been investigated or enquired into in that investigation or enquiry must give the Secretary for Justice all assistance in connection with the prosecution that the officer, employee or agent is reasonably able to give.

(2) Subsection (1) does not require a person to give any assistance in connection with the prosecution if the person is a defendant in the proceedings.

Section:

879

Proceedings on specified materials

(1) If it appears to the Financial Secretary from any specified materials that it is expedient in the public interest that a body corporate which may be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) should be wound up, the Financial Secretary may present a petition for it to be wound up.

(2) On a petition by the Financial Secretary under subsection (1), the Court may make a winding up order if the Court thinks it just and equitable for the body corporate to be wound up.

(3) If it appears to the Financial Secretary from any specified materials that
  (a) a company's or non-Hong Kong company's affairs are being or have been conducted in a manner unfairly prejudicial to the interests of the members generally or of one or more members; or
  (b) an actual or proposed act or omission of a company or non-Hong Kong company (including one done or made on its behalf) is or would be so prejudicial, the Financial Secretary may, whether or not a petition has been presented under subsection (1), present to the Court a petition for an order to be made under section 725(1)(b) or (2).

(4) If it appears to the Financial Secretary from any specified materials that, in relation to a company or non-Hong Kong company, a person
  (a) has engaged, is engaging or is proposing to engage in any conduct specified in section 728(1)(a); or
  (b) before the commencement date* of section 728, had engaged, was engaging or was proposing to engage in any conduct specified in section 728(2)(a), and the engagement or proposal still subsists, the Financial Secretary may apply to the Court for the remedies under section 729(2).

(5) If it appears to the Financial Secretary from any specified materials that, in relation to a company or non-Hong Kong company, a person
  (a) has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing specified in section 728(1)(b); or
  (b) before the commencement date* of section 728, had refused or failed, was refusing or failing, or was proposing to refuse or fail, to do an act or thing that the person was required by the predecessor Ordinance and is required by this Ordinance to do, and the refusal, failure or proposal still subsists, the Financial Secretary may apply to the Court for the remedies under section 729(2).

(6) If it appears to the Financial Secretary from any specified materials that it is expedient in the public interest that a disqualification order be made under section 168J(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) against any person who is or has been a director or shadow director of
  (a) a company as defined by section 2(1);
  (b) an unregistered company as defined by section 326(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (other than a partnership, whether limited or not, or an association), wherever incorporated, that
    (i) is carrying on business in Hong Kong, or has carried on business in Hong Kong; and
    (ii) may be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32); or
  (c) a registered non-Hong Kong company, the Financial Secretary may apply to the Court for such an order to be made against that person.

(7) In this section
specified materials(指明材料) means
  (a) any report made on, or any record, document or information obtained in, an investigation under Division 2 by an inspector or a delegate of an inspector; or
  (b) any record, document or information obtained in an enquiry under Division 3 by the Financial Secretary or a delegate of the Financial Secretary.

Section:

880

Preservation of secrecy

(1) Except in the performance of any function under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), or for carrying into effect the provisions of this Ordinance or that Ordinance, a person specified in subsection (3)
  (a) must not permit any person to have access to any matter relating to the affairs of any person that comes to the specified person's knowledge in an investigation under Division 2 or an enquiry under Division 3, or otherwise in connection with the investigation or enquiry; and
  (b) must not communicate any such matter to any person other than the person to whom the matter relates.

(2) Subsection (1) has effect subject to section 881(1) and (2).

(3) The persons specified for the purposes of subsection (1) are
  (a) a public officer;
  (b) an inspector or a delegate of an inspector or of the Financial Secretary, or an employee, agent, consultant or adviser of the inspector or delegate;
  (c) an employee, agent, consultant or adviser who is employed or appointed for the purposes of an investigation under Division 2 or an enquiry under Division 3;
  (d) a person who performs or has performed any function in an investigation under Division 2 or an enquiry under Division 3;
  (e) a person who has assisted any other person in the performance of any function in an investigation under Division 2 or an enquiry under Division 3; and
  (f) a person who, under section 858 or 860
    (i) has been sent a draft report or a part of the draft report, or a report, on an investigation; and
    (ii) has been required to keep the draft report or that part of the draft report, or the report, confidential.

Section:

881

Permitted disclosure and restrictions

(1) A person specified in section 880(3) may
  (a) disclose information that has already been made available to the public;
  (b) disclose information for the purpose of any criminal proceedings in Hong Kong or any investigation conducted by a law enforcement agency with a view to bringing any such proceedings;
  (c) disclose information for the purpose of seeking advice from or giving advice by counsel, a solicitor or other professional adviser, acting or proposing to act in a professional capacity in connection with any matter arising under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32);
  (d) disclose information in connection with any judicial or other proceedings to which the specified person is a party; and
  (e) disclose information in accordance with an order of a court or tribunal, or in accordance with a law or a requirement made under a law.

(2) The Financial Secretary may
  (a) subject to subsection (3), disclose information to
    (i) the Chief Executive;
    (ii) the Secretary for Justice;
    (iii) the Secretary for Financial Services and the Treasury;
    (iv) the Commissioner of Police of Hong Kong;
    (v) the Commissioner of the Independent Commission Against Corruption;
    (vi) the Commissioner of Inland Revenue;
    (vii) the Registrar;
    (viii) the Official Receiver in a capacity other than that of a liquidator or provisional liquidator appointed under, or holding such office by virtue of, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32);
    (ix) the Monetary Authority;
    (x) the Securities and Futures Commission;
    (xi) the Financial Reporting Council;
    (xii) the Market Misconduct Tribunal;
    (xiii) the Insurance Authority;
    (xiv)the Mandatory Provident Fund Schemes Authority;
    (xv) an inspector;
    (xvi)a delegate of the Financial Secretary;
    (xvii) a company recognized as an exchange company under section 19(2) of the Securities and Futures Ordinance (Cap 571);
    (xviii) the Privacy Commissioner for Personal Data;
    (xix)the Ombudsman; or
    (xx) a public officer authorized by the Financial Secretary under subsection (7);
  (b) subject to subsection (3), disclose information in respect of a company whose affairs are or have been investigated under section 840 or 841, or enquired into under section 869, to
    (i) the Official Receiver in the capacity of a liquidator or provisional liquidator of the company appointed under, or holding such office by virtue of, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32); or
    (ii) any other person who
      (A) is a liquidator or provisional liquidator of the company appointed under that Ordinance; or
      (B) acts in a similar capacity in relation to the company under any law of a place outside Hong Kong;
  (c) disclose information with the consent of
    (i) the person from whom the information was obtained or received; and
    (ii) if the information does not relate to such person, the person to whom it relates; and
  (d) disclose information in summary form that is so framed as to prevent particulars relating to any person from being ascertained from it.

(3) The Financial Secretary must not disclose information under subsection (2)(a) or (b) unless the Financial Secretary is of the opinion that
  (a) the disclosure will enable or assist the recipient of the information to perform the recipient's functions; and
  (b) it is not contrary to the public interest that the information be so disclosed.

(4) Subject to subsection (5), if information is disclosed under subsection (1) or (2) (other than subsection (1)(a) or (2)(d)) or section 880(1)
  (a) the person to whom the information is so disclosed; and
  (b) any other person who obtains or receives the information from that person, must not disclose the information to any other person.

(5) Subsection (4) does not prohibit a person mentioned in paragraph (a) or (b) of that subsection from disclosing the information to any other person if
  (a) the Financial Secretary consents to the disclosure;
  (b) the information has already been made available to the public;
  (c) the disclosure is for the purpose of seeking advice from or giving advice by counsel, a solicitor or other professional adviser, acting or proposing to act in a professional capacity in connection with any matter arising under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32);
  (d) the disclosure is in connection with any judicial or other proceedings to which the person so referred to is a party; or
  (e) the disclosure is in accordance with an order of a court or tribunal, or in accordance with a law or a requirement made under a law.

(6) The Financial Secretary may attach such conditions as the Financial Secretary considers appropriate to
  (a) a disclosure of information made under subsection (2); or
  (b) a consent granted under subsection (5)(a).

(7) The Financial Secretary may authorize any public officer as a person to whom information may be disclosed under subsection (2)(a)(xx).

Section:

882

Offences on breach of secrecy

(1) A person who contravenes section 880(1) commits an offence.

(2) A person commits an offence if
  (a) the person discloses any information in contravention of section 881(4); and
  (b) at the time of the disclosure
    (i) the person knew, or ought to have known, that the information was previously disclosed to, or obtained or received by, the person as described in section 881(4)(a) or (b); and
    (ii) the person had no reasonable grounds to believe that the person was not prohibited from disclosing the information by virtue of section 881(5).

(3) A person who commits an offence under subsection (1) or (2) is liable
  (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

Subdivision:2

Supplementary Provisions Applicable to Divisions 2, 3 and 4

Section:

883

Interpretation

In this Subdivision
specified officer (指明人員)
  (a) in relation to an investigation under Division 2, means an inspector or a delegate of an inspector;
  (b) in relation to an enquiry under Division 3, means the Financial Secretary or a delegate of the Financial
Secretary; and
  (c) in relation to an enquiry under Division 4, means the Registrar or a delegate of the Registrar.

Section:

884

Protection in relation to certain disclosures

(1) If
  (a) a person makes a disclosure to a specified officer otherwise than in compliance with a requirement made by the officer under Division 2, 3 or 4 (as the case may be); and
  (b) the disclosure satisfies each of the conditions specified in subsection (2),
the person is not liable in any proceedings relating to a breach of duty of confidentiality by reason only of the disclosure.

(2) The conditions are
  (a) that the disclosure is of a kind that the person could be required to make under Division 2, 3 or 4 (as the case may be);
  (b) that the person makes the disclosure in good faith and in the reasonable belief that the disclosure is capable of assisting the specified officer in the investigation under Division 2 or enquiry under Division 3 or 4;
  (c) that the information disclosed is not more than is reasonably necessary for the purpose of assisting the specified officer in the investigation under Division 2 or enquiry under Division 3 or 4;
  (d) that the disclosure is not prohibited by virtue of any enactment.

(3) Subsection (1) does not apply to a disclosure made by a person in the capacity as a banker or lawyer in respect of information to which the person owes a duty of confidentiality in that capacity

Section:

885

Protection of informers etc.

(1) Any information concerning the identity of a protected person is not admissible in evidence in any proceedings before a court or tribunal.

(2) In such proceedings, a witness is not obliged
  (a) to disclose the name or address of a protected person who is not a witness in those proceedings; or
  (b) to state any matter that would lead, or would tend to lead, to discovery of the name or address of a protected person who is not a witness in those proceedings.

(3) If a book, document or paper that is in evidence, or liable to inspection, in such proceedings contains an entry
  (a) in which a protected person is named or described; or
  (b) that might lead to discovery of a protected person, the court or tribunal (as the case may be) must cause all such entries to be concealed from view, or to be obliterated, so far as may be necessary to protect the identity of the protected person from discovery.

(4) In such proceedings, the court or tribunal may, despite subsection (1), (2) or (3), permit inquiry, and require full disclosure, concerning a protected person if
  (a) it is of the opinion that justice cannot be fully done between the parties to the proceedings without disclosure of the name of the protected person; or
  (b) it is satisfied that the protected person made a material statement that the person
    (i) knew or believed to be false; or
    (ii) did not believe to be true.

(5) This section has effect despite the preparation or publication of any interim report or final report of an investigation under Division 2.

(6) In this section
protected person(受保障人士) means
  (a) an informer who has given information to a specified officer with respect to an investigation under Division 2 or an enquiry under Division 3 or 4; or
  (b) a person who has assisted a specified officer with respect to such an investigation or enquiry.

Section:

886

Legal professional privilege

(1) Subject to subsection (2), this Part does not affect any claims, rights or entitlements that would, apart from this Part, arise on the ground of legal professional privilege.

(2) Subsection (1) does not affect any requirement under Division 2, 3 or 4 to disclose the name and address of a client of a legal practitioner (whether or not the legal practitioner is qualified in Hong Kong to practise as counsel or to act as a solicitor).

Section:

887

Immunity

(1) A person who complies with a requirement imposed by a specified officer under Subdivision 4 of Division 2 or section 869 or 873 does not incur any civil liability by reason only of that compliance.

(2) A person does not incur any civil liability in respect of anything done, or omitted to be done, by the person in good faith in the performance, or purported performance, of any function under this Part.

Section:

888

Production of information in information systems etc.

(1) If
  (a) a specified officer requires any record or document to be produced under Subdivision 4 of Division 2 or section 869 or 873; and
  (b) any information or matter contained in the record or document is recorded otherwise than in a legible form but is capable of being reproduced in a legible form,
the officer may require the production of a reproduction of the recording of the information or matter, or the relevant part of the recording, in a legible form.

(2) If
  (a) a specified officer requires any record or document to be produced under Subdivision 4 of Division 2 or section 869 or 873; and
  (b) any information or matter contained in the record or document is recorded in an information system, the officer may require the production of a reproduction of the recording of the information or matter, or the relevant part of the recording, in a form that enables the information or matter to be reproduced in a legible form.

Section:

889

Lien claimed on records or documents

If a person claims a lien on any record or document in the person's possession that is required to be produced under Subdivision 4 of Division 2 or section 869 or 873
  (a) the lien does not affect the requirement to produce the record or document;
  (b) no fee is payable for or in respect of the production; and
  (c) the production does not affect the lien.

Section:

890

Destruction of documents

(1) A person commits an offence if
  (a) the person destroys, falsifies, conceals or otherwise disposes of, or causes or permits the destruction, falsification, concealment or disposal of, any record or document that is required to be produced under Subdivision 4 of Division 2 or section 869 or 873; and
  (b) the person does so with intent to conceal, from the specified officer by whom the requirement was imposed, facts or matters capable of being disclosed by the record or document.

(2) A person who commits an offence under subsection (1) is liable
  (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

Section:

891

Inspection of records or documents seized etc.

(1) This section applies if a specified officer has taken possession of any record or document under this Part.

(2) The specified officer must, subject to any reasonable conditions the officer may impose as to security or otherwise, permit any person who would be entitled to inspect the record or document had the officer not taken possession of it, at all reasonable times
  (a) to inspect it; and
  (b) to make copies or otherwise record details of it.

Division:6

Investigation of Company’s Affairs by Persons Appointed by Company

Section:

892

Appointment of person by company to investigate its affairs

(1) A company may, by special resolution, appoint a person to investigate its affairs.

(2) For the purpose of investigating the company's affairs, the appointed person may, by notice in writing, require any officer or agent of the company to do any or all of the following
  (a) produce to the appointed person any record or document relating to any matter under investigation that is in the officer's or agent's custody or power;
  (b) attend before the appointed person at the time and place specified in the notice, and answer any question, whether on oath or otherwise, relating to any matter under investigation that the appointed person may raise with the officer or agent;
  (c) answer any question relating to any matter under investigation that is specified in the notice. (3) The appointed person may administer an oath to any person for the purposes of subsection (2)(b).

Section:

893

Court may inquire into failure of officer or agent to attend before appointed person etc.

(1) If an officer or agent of a company fails to comply with a requirement imposed on the officer or agent under section 892(2), the appointed person may apply to the Court for an inquiry into the failure.

(2) The Court may, if it is satisfied that the officer or agent has without any reasonable excuse failed to comply with the requirement, punish the officer or agent (as the case may be) in the same manner as if the officer or agent had been guilty of contempt of court.

Section:

894

Report by appointed perso

(1) A person appointed to investigate a company's affairs under section 892(1) must, on the conclusion of the investigation, report on the investigation in any manner as that company in general meeting may direct.

(2) In any proceedings before a court
  (a) a document purporting to be a copy of the report, and purporting to be signed by the appointed person and the company, is admissible in evidence on its production without further proof; and
  (b) on being admitted in evidence under paragraph (a), the document is proof of any opinion of the appointed person expressed in the report.

Part:20

Miscellaneous

Division:1

Miscellaneous Offences

Section:

895

Offence for false statement

(1) A person commits an offence if, in any return, report, financial statements, certificate or other document, required by or for the purposes of any provision of this Ordinance, the person knowingly or recklessly makes a statement that is misleading, false or deceptive in any material particular.

Note

Please also see section 873 which empowers the Registrar to require the production of records or documents, and the provision of information or explanation in respect of the records or documents, for the purpose of enquiring into whether any act that would constitute an offence under this subsection has been done.

(2) A person who commits an offence under subsection (1) is liable
  (a) on conviction on indictment to a fine of $300000 and to imprisonment for 2 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months. (3) This section does not affect the operation of
  (a) Part V of the Crimes Ordinance (Cap 200); or
  (b) section 19, 20 or 21 of the Theft Ordinance (Cap 210).

Section:

896

Offence for improper use of Limitedor “有限公司” etc.

(1) A person commits an offence if the person
  (a) is not incorporated with limited liability; and
  (b) uses, trades or carries on business under a name or title of which
    (i) the word Limited, or a contraction or imitation of that word, is the last word;
    (ii) the Chinese version of the word Limited, or of a contraction or imitation of that word, is the last word; or
    (iii) the Chinese characters “有限公司” form part.

(2) A person commits an offence if the person
  (a) is not incorporated; and
  (b) uses, trades or carries on business under a name or title of which
    (i) the word Corporationor Incorporated, or a contraction or imitation of that word, is the last word;
    (ii) the Chinese version of the word Corporationor Incorporated, or of a contraction or imitation of that word, is the last word; or
    (iii) the Chinese characters “註冊公司” or “法人團體” form part.

(3) A person who commits an offence under subsection (1) or (2) is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

Division:2

Miscellaneous Provisions relating to Investigation or Enforcement Measures

Section:

897

Court may order inspection or production of records or documents if offence suspected

(1) The Court may, on application by the Secretary for Justice, make an order under subsection (2) or (3) if it is satisfied that
  (a) there is reasonable cause to believe that any person has, while an officer of a company, committed an offence in connection with the management of the company's affairs; and
  (b) evidence of the commission of the offence is to be found in
    (i) any record or document of, or under the control of, the company; or
    (ii) any record or document of a person carrying on a banking business, which relate to the company's affairs.

(2) The Court may, in the case of a record or document mentioned in subsection (1)(b)(i), make an order
  (a) authorizing a person named in the order to inspect the record or document for the purpose of investigating and obtaining evidence of the offence; or
  (b) requiring the company secretary of the company, or any other officer of the company named in the order, to produce the record or document to a person, and at a place, named in the order.

(3) The Court may, in the case of a record or document mentioned in subsection (1)(b)(ii), make an order authorizing a person named in the order to inspect the record or document for the purpose of investigating and obtaining evidence of the offence.

(4) In this section
document(文件) has the meaning given by section 838(1);
record(紀錄) has the meaning given by section 838(1).

Section:

898

Enforcement of requirements by order of Court

(1) This section applies if a company or an officer of a company contravenes a requirement of this Ordinance
  (a) to send, deliver, supply, forward or produce a document to the Registrar; or
  (b) to give notice to the Registrar of any matter.

(2) The Registrar, or a member or creditor of the company, may serve a notice on the company or officer requiring the company or officer to comply with the requirement.

(3) If the company or officer fails to make good the contravention within 14 days after service of the notice, the Court may, on application by the Registrar, or by a member or creditor of the company, make an order
  (a) in the case of a contravention by the company, directing the company and any officer of the company to make good the contravention within the time specified in the order; or
  (b) in the case of a contravention by the officer, directing the officer to make good the contravention within the time specified in the order.

(4) An order may provide that all costs of and incidental to the application are to be borne
  (a) in the case of a contravention by the company, by the company or by any officer of the company responsible for the contravention; or
  (b) in the case of a contravention by the officer, by that officer.

(5) This section does not affect the operation of any Ordinance imposing penalties on a company or any officer of a company in respect of the contravention.

Section:

899

Registrar may give notice to suspected offender about not instituting proceedings under certain conditions

(1) If the Registrar has reason to believe that a person has committed an offence specified in Schedule 7, the Registrar may give the person a notice in writing that
  (a) alleges that the person has committed an offence specified in the Schedule, and contains the particulars of the offence;
  (b) contains
    (i) in the case of an offence mentioned in subsection (5), the terms of the notice by reference to that subsection; or
    (ii) in the case of an offence mentioned in subsection (6), the terms of the notice by reference to that subsection;
  (c) specifies the period and amount for the purposes of that subsection; and
  (d) contains any other information that the Registrar thinks fit.

(2) A notice may be given only before the proceedings on the offence commence.

(3) The Registrar may, by a further notice in writing, extend the period specified under subsection (1)(c). This power is exercisable within, or after the end of, that period.

(4) A notice under subsection (1) may not be withdrawn within the period specified in the notice or that period as extended under subsection (3).

(5) Where the offence is an offence constituted by a failure to do an act or thing
  (a) no proceedings will be instituted against the person in respect of that offence if, within the period specified in a notice under subsection (1) or that period as extended under subsection (3), the person pays to the Registrar the amount specified in the notice and does the act or thing; or
  (b) proceedings may be instituted against the person in respect of that offence if, within the period specified in a notice under subsection (1) or that period as extended under subsection (3), the person has not paid to the Registrar the amount specified in the notice or has not done the act or thing.

(6) Where the offence is not an offence constituted by a failure to do an act or thing
  (a) no proceedings will be instituted against the person in respect of that offence if, within the period specified in a notice under subsection (1) or that period as extended under subsection (3), the person pays to the Registrar the amount specified in the notice; or
  (b) proceedings may be instituted against the person in respect of that offence if, within the period specified in a notice under subsection (1) or that period as extended under subsection (3), the person has not paid to the Registrar the amount specified in the notice.

(7) The payment of an amount specified in a notice given to a person under subsection (1) is not to be regarded as an admission by the person of any liability for the offence alleged in the notice to have been committed by the person.

Section:

900

Limitation on commencement of proceedings

(1) Despite section 26 of the Magistrates Ordinance (Cap 227), an information or complaint relating to an offence under this Ordinance may be tried if it is laid before or made to a magistrate
  (a) within 3 years after the commission of the offence; and
  (b) within 12 months after the date on which the supporting evidence came to the Secretary for Justice's knowledge.

(2) For the purposes of this section, a certificate of the Secretary for Justice as to the date on which the supporting evidence came to the Secretary for Justice's knowledge is conclusive evidence of that date.

(3) This section does not apply to
  (a) an indictable offence; or
  (b) an offence triable either on indictment or summarily.

(4) In this section
supporting evidence(助控證據) means evidence sufficient, in the Secretary for Justice's opinion, to justify the proceedings.

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