### Companies Ordinance 《公司條例》

653ZA. Addressee of notice to comply with requirements made under section 653Q, 653R or 653U
(1) If a requirement made under section 653Q, 653R or 653U is not complied with within 1 month from the date of the notice concerned, the addressee of the notice, and (if the addressee is a legal entity) every related person of the entity, commit an offence, and each is liable to a fine at level 4.
(2) If a person is charged with an offence under subsection (1), it is a defence for the person to prove that the requirement was frivolous or vexatious.

653ZB. Legal professional privilege
In complying with a notice given under this Division by an applicable company, a person is not required to provide any information to the company that the person would on grounds of legal professional privilege be entitled to refuse to give or provide in legal proceedings.

653ZC. Designated representative
(1) An applicable company must designate at least one person as its representative to provide the following assistance relating to the significant controllers register of the company—
(a) assistance to an officer of the Companies Registry to facilitate ascertaining whether this Division is or has been complied with;
(b) assistance to any other law enforcement officer to facilitate the officer’s performance under the law of Hong Kong of a specified function.
(2) The company must not designate a person under subsection (1) unless—
(a) the person—
(i) is a natural person resident in Hong Kong; and
(ii) is a director, employee or member of the company; or
(b) the person is an accounting professional, a legal professional, or a TCSP licensee, as defined by section 1 of Part 2 of Schedule 1 to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615).

### Companies Ordinance 《公司條例》

653ZD. Power of Court to order rectification of register
(1) An interested party may apply to the Court to rectify the significant controllers register of an applicable company if—
(a) the name of a person is, without sufficient cause, entered in or omitted from the register; or
(b) a default is made or an unnecessary delay takes place in entering in the register the fact that a person has ceased to be a significant controller of the company.
(2) If an application is made under subsection (1), the Court may—
(a) refuse the application; or
(b) order that the register be rectified.
(3) A rectification order may include an order for the company to pay any damages sustained by an aggrieved party.
(4) On an application made under subsection (1), the Court—
(a) may decide whether the name of a person who is a party to the application should be entered in or omitted from the register; and
(b) generally may decide any question considered necessary or expedient to rectify the register.
(5) In subsection (1)—
interested party (有利害關係的一方), in relation to a matter mentioned in subsection (1), means—(a) a person aggrieved by the matter;
(b) a significant controller of the company; or
(c) the company.

653ZE. Offence for false information
(1) A person commits an offence if the person, in purported compliance with a notice given under this Division, knowingly or recklessly makes a statement or provides any information that is misleading, false or deceptive in a material particular.
(2) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of $300,000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

653ZF. Applicable company not to be affected with notice of certain rights or put on enquiry as to certain rights
An applicable company—
(a) is not, because of anything done under this Division, affected with notice of—
(i) the rights of a person in relation to any shares in the company; or
(ii) other rights of a person in or with respect to the company; and
(b) is not, because of anything done under this Division, put on enquiry as to those rights of a person.

### Companies Ordinance 《公司條例》

653ZG. Financial Secretary may make regulations
(1) Without affecting section 657, the Financial Secretary may make regulations—
(a) to exempt a type of company, or class of companies, from this Division or a provision of this Division;
(b) to specify any department or agency of the Government, and any statutory body, for the purposes of section 653B(1)(j);
(c) to provide for matters relating to a notice given under this Division by an applicable company, including providing for—
(i) the form and content of the notice; and
(ii) the way in which it is to be given; and
(d) to provide for incidental or supplementary matters relating to keeping a significant controllers register of an applicable company.
(2) Regulations made under subsection (1) may provide that—
(a) if a company contravenes any of the regulations made under that subsection, an offence is committed by—
(i) the company; and
(ii) every responsible person of the company;
(b) if a legal entity contravenes any of the regulations made under that subsection, an offence is committed by—
(i) the entity; and
(ii) every related person of the entity; and
(c) a person who commits an offence mentioned in paragraph (a) or (b) is liable to a fine not exceeding level 5 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for each day during which the offence continues.

Note—
See also section 910 which provides for supplementary provisions for regulations made under this Ordinance.

653ZH. Transitional provision for section 653J
For the purposes of section 653J(1), in relation to an existing company, a particular is confirmed only if the particular is confirmed on or after the commencement date.

653ZI. Transitional provision for section 653K
For the purposes of section 653K, in determining the time at which a particular comes to the notice of an existing company, any knowledge of the particular that the company had before the commencement date is not to be taken into account.

653ZJ. Transitional provisions for section 653P
(1) For the purposes of section 653P(2), if, on the commencement date, an existing company knows, or has reasonable cause to believe, that a person is a significant controller of the company, the company must give the notice required under that section within 7 days after the commencement date.
(2) For the purposes of section 653P(3), if, on the commencement date, an existing company knows, or has reasonable cause to believe, that a person knows the identity of another person who is a significant controller of the company, the company must give the notice required under that section within 7 days after the commencement date.