Section: 129 Heading: Particulars to be shown in company's accounts in relation to companies not being subsidiaries whose shares it holds Version Date: 13/02/2004
(1) Subject to the provisions of this section, where, at the end of its financial year, a company holds shares of any class comprised in the equity share capital of another body corporate (not being its subsidiary) exceeding in nominal value one fifth of the nominal value of the issued shares of that class, there shall be shown in the accounts of the company laid before it in general meeting, or in a statement annexed to those accounts, the following particulars- (Amended 28 of 2003 s. 50)
(a) the name of that other body corporate;
(b) the country in which it is incorporated;
(c) the identity of the class and the proportion of the nominal value of the issued shares of that class represented by the shares held; and
(d) if the company also holds shares in that other body corporate of another class (whether or not comprised in its equity share capital), or of other classes (whether or not so comprised), the like particulars as respects that other class or, as the case may be, each of those other classes.
(2) If, at the end of its financial year, a company holds shares in another body corporate (not being its subsidiary) and the amount of all the shares therein which it holds (as stated in its accounts laid before it in general meeting) exceeds one tenth of the amount of its assets (as so stated), there shall be shown in those accounts, or in a statement annexed to those accounts, the following particulars- (Amended 28 of 2003 s. 50)
(a) the name of that other body corporate;
(b) the country in which it is incorporated; and
(c) in relation to shares in that other body corporate of each class held, the identity of the class and the proportion of the nominal value of the issued shares of that class represented by the shares held.
(3) Neither subsection (1) nor subsection (2) shall require the disclosure by a company of information with respect to another body corporate if that other body is incorporated outside Hong Kong or, being incorporated in Hong Kong, carries on business outside Hong Kong if the disclosure would, in the opinion of the directors of the company, be harmful to the business of the company or of that other body and the Financial Secretary agrees that the information need not be disclosed.
(4) If, at the end of its financial year, a company falls within subsection (1) or (2) in relation to more bodies corporate than one, and the number of them is such that, in the opinion of the directors, compliance with that subsection would result in particulars of excessive length being given, compliance with that subsection shall not be requisite except in the case of the bodies, carrying on the businesses the results of the carrying on of which, in the opinion of the directors, principally affected the amount of the profit or loss of the company or the amount of its assets. (Amended 28 of 2003 s. 50)
(5) Where, in the case of a company not being a private company having a share capital, advantage is taken of subsection (4)- (Amended 75 of 1993 s. 8)
(a) there shall be added to the particulars, if any, given in compliance with subsection (1) or (2) the information that the particulars deal only with bodies carrying on businesses of the kind referred to in subsection (4); and (Replaced 28 of 2003 s. 50)
(b) the particulars, if any, given in compliance with subsection (1) or (2), together with those which, but for the fact that advantage is so taken, would have to be so given, shall be set out in a statement in the specified form, which shall be sent to the Registrar at the same time as the annual return first made by the company after its accounts have been laid before it in general meeting is sent to the Registrar. (Replaced 28 of 2003 s. 50)
(5A) Where, in the case of a private company having a share capital, advantage is taken of subsection (4)-
(a) there shall be added to the particulars, if any, given in compliance with subsection (1) or (2) the information that the particulars deal only with bodies carrying on businesses of the kind referred to in subsection (4); and (Replaced 28 of 2003 s. 50)
(b) the particulars, if any, given in compliance with subsection (1) or (2), together with those which, but for the fact that advantage is so taken, would have to be so given, shall be set out in a statement in the specified form, which shall be sent to the Registrar within 42 days after its accounts have been laid before it in general meeting. (Replaced 28 of 2003 s. 50)
(Added 75 of 1993 s. 7)
(6) If a company fails to satisfy an obligation imposed on it by subsection (5) or (5A), the company and every officer of the company who is in default shall be liable to a fine and, for continued default, to a daily default fine. (Amended 7 of 1990 s. 2; 28 of 2003 s. 50)
(7) For the purposes of this section-
(a) shares of a body corporate shall be treated as being held, or as not being held, by another such body if they would, by virtue of section 2(4) to (7) (but on the assumption that paragraph (b)(ii) of subsection (6) had been omitted therefrom), be treated as being held or, as the case may be, as not being held by that other body for the purpose of determining whether the first-mentioned body is its subsidiary; and
(b) the proportion of the nominal value of the issued shares of any class represented by the shares held by the company shall be stated by way of a percentage, and any such percentage may be stated to the nearest whole number per cent except where it is between 49% and 50%, in which event it shall be stated to as many decimal places as would be required to indicate the percentage, to one significant figure, of the proportion of the nominal value of the issued shares of that class represented by one share.
(8) In this section "equity share capital" (权益股本) means, in relation to a company, its issued share capital excluding any part thereof which does not, either as respects dividends or as respects capital, carry any right to participate beyond a specified amount in a distribution.
(Replaced 80 of 1974 s. 12)
Section: 129A Heading: Particulars to be shown in subsidiary company's accounts in relation to its ultimate parent undertaking Version Date: 01/12/2005
(1) Subject to subsection (2), where, at the end of its financial year, a company is the subsidiary of another undertaking, there shall be stated in, or in a note on, or statement annexed to, the company's accounts laid before it in general meeting─
(a) the name of the undertaking regarded by the directors as being the company's ultimate parent undertaking; and
(b) if known to them─
(i) where the undertaking is a body corporate, the country in which it is incorporated; and
(ii) where the undertaking is not a body corporate, the address of its principal place of business.
(2) Subsection (1) shall not require the disclosure by a company which carries on business outside Hong Kong of information with respect to the undertaking regarded by the directors as being the company's ultimate parent undertaking if─
(a) the disclosure would, in their opinion, be harmful to the business of that parent undertaking or of the company or any other of that parent undertaking's subsidiaries; and
(b) the Financial Secretary agrees that the information need not be disclosed.
(Replaced 12 of 2005 s. 8)
Section: 129B Heading: Signing of balance sheet Version Date: 13/02/2004
(1) Every balance sheet of a company shall be approved by the board of directors of the company and signed on behalf of the board by 2 of the directors or, in the case of a private company having only one director, by the sole director. (Amended 6 of 1984 s. 89; 28 of 2003 s. 52)
(2) In the case of a company carrying on banking business, the balance sheet shall be signed by the secretary or manager, if any, and where there are more than 3 directors of the company by at least 3 of those directors, and where there are not more than 3 directors by all the directors.
(3) If any copy of a balance sheet which has not been signed as required by this section is issued, circulated or published, the company and every officer of the company who is in default shall be liable to a fine. (Amended 7 of 1990 s. 2)
(Added 80 of 1974 s. 12)
Section: 129C Heading: Accounts to be annexed, and auditors' report to be attached, to balance sheet Version Date: 04/01/2002
(1) The profit and loss account and, so far as not incorporated in the balance sheet or profit and loss account, any group accounts laid before the company in general meeting, shall be annexed to the balance sheet, and the auditors' report shall be attached thereto.
(2) Any accounts so annexed shall be approved by the board of directors before the balance sheet is signed on their behalf.
(3) If any copy of a balance sheet is issued, circulated or published without having annexed thereto a copy of the profit and loss account or any group accounts required by this section to be so annexed, or without having attached thereto a copy of the auditors' report, the company and every officer of the company who is in default shall be liable to a fine. (Amended 7 of 1990 s. 2)
(4) This section does not apply to a copy of a balance sheet incorporated into a summary financial report of a listed company and issued, circulated or published as part of the report. (Added 27 of 2001 s. 3)
(Added 80 of 1974 s. 12)
Section: 129C Heading: Accounts to be annexed, and auditors' report to be attached, to balance sheet Version Date: 04/01/2002
(1) The profit and loss account and, so far as not incorporated in the balance sheet or profit and loss account, any group accounts laid before the company in general meeting, shall be annexed to the balance sheet, and the auditors' report shall be attached thereto.
(2) Any accounts so annexed shall be approved by the board of directors before the balance sheet is signed on their behalf.
(3) If any copy of a balance sheet is issued, circulated or published without having annexed thereto a copy of the profit and loss account or any group accounts required by this section to be so annexed, or without having attached thereto a copy of the auditors' report, the company and every officer of the company who is in default shall be liable to a fine. (Amended 7 of 1990 s. 2)
(4) This section does not apply to a copy of a balance sheet incorporated into a summary financial report of a listed company and issued, circulated or published as part of the report. (Added 27 of 2001 s. 3)
(Added 80 of 1974 s. 12)
Section: 129D Heading: Directors' report to be attached to balance sheet Version Date: 01/12/2005
(1) There shall be attached to every balance sheet laid before a company in general meeting a report by the directors with respect to the profit or loss of the company for the financial year and the state of the company's affairs as at the end thereof.
(2) Every directors' report so attached shall be approved by the board of directors and signed on behalf of the board either by the chairman of the meeting at which it was approved or by the secretary of the company.
(3) The report shall-
(a) state the principal activities of the company and of its subsidiaries in the course of the financial year and any significant change in those activities in that year;
(b) state the amount, if any, which the directors recommend should be paid by way of dividend; (Amended L.N. 283 of 1986)
(c) state the amount, if any, which the directors propose to carry to reserves within the meaning of the Tenth Schedule;
(d) if the company (not being the wholly owned subsidiary of a company incorporated in Hong Kong) has no subsidiaries and has in the financial year made donations for charitable or other purposes to a total amount of not less than $10000, state the total amount of such donations; (Amended 3 of 1997 s. 34)
(e) if the company (not being the wholly owned subsidiary of a company incorporated in Hong Kong) has subsidiaries and the company and its subsidiaries have between them made donations for charitable or other purposes to a total amount of not less than $1000, state the total amount of such donations;
(f) if significant changes in the fixed assets of the company or of any of its subsidiaries have occurred in the financial year, contain particulars of the changes;
(g) if, in the financial year, the company has issued any shares, state the reason for making the issue, the classes of shares issued and, as respects each class of shares, the number issued and the consideration received by the company for the issue;
(h) if, in the financial year, the company has issued any debentures, state the reason for making the issue, the classes of debentures issued and, as respects each class of debentures, the amount issued and the consideration received by the company for the issue; (Amended 12 of 2005 s. 9)
(i) state the names of the persons who, at any time during the financial year, were directors of the company;
(ia) contain in respect of any contract referred to in section 162A(1)(a) the information required to be included in the report by that section; (Added 6 of 1984 s. 90)
(j) if, at the end of the financial year, there subsists a contract with the company or the company's subsidiary or holding company or a subsidiary of the company's holding company in which a director of the company has, or at any time in that year had, in any way, whether directly or indirectly, an interest, or there has, at any time in that year, subsisted a contract with the company or the company's subsidiary or holding company or a subsidiary of the company's holding company in which a director of the company had, at any time in that year, in any way, whether directly or indirectly, an interest (being, in either case, in the opinion of the directors, a contract of significance in relation to the company's business and in which the director's interest is or was material), contain- (Amended 6 of 1984 s. 90)
(i) a statement of the fact of the contract's subsisting or, as the case may be, having subsisted;
(ii) the names of the parties to the contract (other than the company);
(iii) the name of the director (if not a party to the contract);
(iv) an indication of the nature of the contract; and
(v) an indication of the nature of the director's interest in the contract;
(k) if, at the end of the financial year, there subsist arrangements to which the company or the company's subsidiary or holding company or a subsidiary of the company's holding company is a party, being arrangements whose objects are, or one of whose objects is, to enable directors of the company to acquire benefits by means of the acquisition of shares in, or debentures of, the company or any other body corporate, or there have, at any time in that year, subsisted such arrangements as aforesaid to which the company or the company's subsidiary or holding company or a subsidiary of the company's holding company was a party, contain a statement explaining the effect of the arrangements and giving the names of the persons who at any time in that year were directors of the company and held, or whose nominees held, shares or debentures acquired in pursuance of the arrangements; (Amended 6 of 1984 s. 90)
(l) contain particulars of any other matters so far as they are material for the appreciation of the state of the company's affairs by its members, being matters the disclosure of which will not, in the opinion of the directors, be harmful to the business of the company or of any of its subsidiaries.
(4) As respect a company entitled to the benefit of any provision contained in Part III (exceptions for special classes of company) of the Tenth Schedule, subsection (3) shall have effect as if paragraph (f) were omitted.
(5) For the purposes of subsection (3)(d) and (e), "wholly owned subsidiary" (全资附属公司) shall be construed in accordance with section 124(4).
(6) The references in subsection (3)(j) to a contract do not include references to a director's contract of service or to a contract between the company and another undertaking, being a contract in which a director of the company has or had an interest by virtue only of his being a director of that other undertaking. (Amended 12 of 2005 s. 9)
(Added 80 of 1974 s. 12)
Section: 129E Heading: Directors' report to show, for items included under authority of proviso to section 141C corresponding amounts for preceding financial year Version Date: 30/06/1997
Where advantage is taken of the proviso to section 141C to show an item in the directors' report instead of in the accounts, the report shall also show the corresponding amount of that item for (or, as the case may require, as at the end of) the immediately preceding financial year, except where that amount would not have had to be shown had the item been shown in the accounts.
(Added 80 of 1974 s. 12)
Section: 129F Heading: Penalization of failure by directors to secure compliance with requirements of sections 129D and 129E Version Date: 04/09/1998
If any person being a director of a company fails to take all reasonable steps to secure compliance with the requirements of sections 129D and 129E, he shall, in respect of each offence, be liable to imprisonment and a fine: (Amended 7 of 1990 s. 2)
Provided that- (Amended L.N. 307 of 1998)
(a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe, and did believe, that a competent and reliable person was charged with the duty of seeing that the said sections were complied with and was in a position to discharge that duty; and
(b) a person shall not be sentenced to imprisonment for any such offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.
(Added 80 of 1974 s. 12)
Section: 129G Heading: Right to receive copies of balance sheets and directors' and auditors' reports Version Date: 04/01/2002
(1) A copy of every balance sheet, including every document required by law to be annexed thereto, which is to be laid before a company in general meeting, together with a copy of the directors' report and a copy of the auditors' report, shall, not less than 21 days before the date of the meeting, be sent to every member of the company (whether he is or is not entitled to receive notices of general meetings of the company), every holder of debentures of the company (whether he is or is not so entitled) and all persons other than members or holders of debentures of the company, being persons so entitled: (Amended L.N. 283 of 1986)
Provided that-
(a) in the case of a company not having a share capital this subsection shall not require the sending of a copy of the documents aforesaid to a member of the company who is not entitled to receive notices of general meetings of the company or to a holder of debentures of the company who is not so entitled;
(b) this subsection shall not require a copy of those documents to be sent-
(i) to a member of the company or a holder of debentures of the company, being in either case a person who is not entitled to receive notices of general meetings of the company and of whose address the company is unaware;
(ii) to more than one of the joint holders of any shares or debentures none of whom are entitled to receive such notices; (Amended 27 of 2001 s. 4)
(iii) in the case of joint holders of any shares or debentures some of whom are and some of whom are not entitled to receive such notices, to those who are not so entitled; or (Amended 27 of 2001 s. 4)
(iv) subject to sections 141CA(1) and 141CE(1), to a member of a listed company, a holder of debentures of the company or any other person who is entitled to receive notices of general meetings of the company, if the company has, pursuant to a relevant notice of intent, duly sent to the member, holder or person a copy of a summary financial report in place of a copy of those documents from which the report is derived; and (Added 27 of 2001 s. 4)
(c) if the copies of the documents aforesaid are sent less than 21 days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting. (Amended 6 of 1984 s. 91)
(1A) Subject to sections 141CC(1) and 141CE(1), for the purposes of proviso (b)(iv) to subsection (1), a copy of a summary financial report of a listed company shall be treated as having been duly sent if-
(a) subject to paragraph (b), it is sent not less than 21 days before the date of the general meeting concerned;
(b) where proviso (c) to subsection (1) applies, it is sent not less than such number of days as agreed under that proviso by the members entitled to attend and vote at the meeting. (Added 27 of 2001 s. 4)
(2) Any member of a company, whether he is or is not entitled to have sent to him copies of the company's balance sheets, the personal representatives of any such member who has died, and any holder of debentures of the company, whether he is or is not so entitled, shall be entitled to be furnished on demand without charge with a copy of the last balance sheet of the company, including every document required by law to be annexed thereto, together with a copy of the directors' report and a copy of the auditors' report.
(2A) Any member of a company who is not entitled to vote at a general meeting of the company shall, notwithstanding subsection (1), be furnished with a copy of any statement issued by the company as a chairman's statement, and of any other document intended for the purpose of providing information about the affairs of the company, which is circulated by the company with the documents required to be sent to members under subsection (1). (Added 6 of 1984 s. 91)
(3) If default is made in complying with subsection (1) or (2A), the company and every officer of the company who is in default shall be liable to a fine, and if, when any person makes a demand for any document with which he is by virtue of subsection (2) entitled to be furnished, default is made in complying with the demand within 7 days after the making thereof, the company and every officer of the company who is in default shall be liable to a fine and, for continued default, to a daily default fine, unless it is proved that that person has already made a demand for and been furnished with a copy of the document. (Amended 6 of 1984 s. 91; 7 of 1990 s. 2)
(4) Subsections (1), (2) and (3) shall not have effect in relation to a balance sheet of a private company laid before it before 1 October 1975, but the provisions of this Ordinance which were in force immediately before the said date shall apply in relation to-
(a) the right of any person to be furnished with a copy of any such balance sheet, and
(b) the liability of the company and any officer thereof in respect of a failure to satisfy that right.
(5) For the purposes of proviso (b)(iv) to subsection (1), "relevant notice of intent" (有关意愿通知书), in relation to a member of a listed company, a holder of debentures of the company or any other person who is entitled to receive notices of general meetings of the company, means a notice of intent sent by the member, holder or person to the company in accordance with regulations made under section 359A(2), or a notice of intent treated by virtue of section 141CB as having been sent by the member, holder or person to the company. (Added 27 of 2001 s. 4)
(Added 80 of 1974 s. 12)
Section: 130 Heading: (Repealed 6 of 1983 s. 60) Version Date: 30/06/1997
