### Companies Ordinance 《公司條例》

393. Eligibility for appointment
(1) Only a practice unit is eligible for appointment as auditor of a company under this Subdivision.
(2) The following are disqualified for appointment as auditor of a company under this Subdivision—
(a) a person who is an officer or employee of the company;
(b) a person who is a partner or employee of a person mentioned in paragraph (a);
(c) a person who—
(i) is, by virtue of paragraph (a) or (b), disqualified for appointment as auditor of any other undertaking that is a subsidiary undertaking, or a parent undertaking, of the company or is a subsidiary undertaking of that parent undertaking; or
(ii) would be so disqualified if the undertaking were a company.
(3) In this section, a reference to an officer or employee of a company excludes an auditor of the company.

394. Auditor must be appointed for each financial year
(1) An auditor must be appointed for each financial year of a company.
(2) An auditor may be appointed only under this Subdivision.

395. Appointment of first auditor by directors
(1) This section applies to—
(a) a company formed and registered under this Ordinance; and
(b) a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap. 1).
(2) If the company is required to hold an annual general meeting in accordance with section 610 in respect of its first financial year, the directors may appoint the auditor of the company for that first financial year at any time before the annual general meeting.
(3) If, by virtue of section 612(1) or (2), the company is not required to hold an annual general meeting in accordance with section 610 in respect of its first financial year, the directors may appoint the auditor of the company for that first financial year at any time before the appointment period in relation to the next financial year.

### Companies Ordinance 《公司條例》

396. Appointment of auditor by company members
(1) A company must appoint the auditor of the company for a financial year by a resolution passed at the annual general meeting held in respect of the previous financial year.
(2) Subsection (1) does not apply to a company that, by virtue of section 612(2), is not required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year.
(3) A company must appoint the auditor of the company for a financial year by a resolution passed at a general meeting if—
(a) by virtue of section 612(2), it is not required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year; and
(b) no person is deemed to be reappointed as auditor of the company for the financial year under section 403.
(4) An appointment under subsection (3) must be made before the end of the appointment period in relation to the financial year.
(5) If, at the annual general meeting held in respect of the previous financial year, a company has not appointed the auditor of the company for a financial year, the company must make the appointment by a resolution passed at another general meeting.
(6) A company to which section 395 applies may, by a resolution passed at a general meeting, appoint the auditor of the company for its first financial year if the directors have not done so under that section.

397. Appointment to fill casual vacancy
(1) The directors may appoint a person to fill a casual vacancy in the office of auditor of the company.
(2) If the directors have not done so within one month after the casual vacancy occurs, the members may, by a resolution passed at a general meeting, appoint a person to fill the casual vacancy.

### Companies Ordinance 《公司條例》

398. Appointment of auditor by Court
(1) The Court may, on application by a member of a company, appoint the auditor of the company for a financial year if—
(a) in the case of a company required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year—
(i) at the annual general meeting, no person has been appointed as auditor of the company for the financial year; or
(ii) an annual general meeting has not been held in accordance with that section; or
(b) in the case of a company not required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year by virtue of section 612(2)—
(i) at the end of the appointment period in relation to the financial year, no person has been appointed as auditor of the company for the financial year; and
(ii) no person is deemed to be reappointed as auditor of the company for the financial year under section 403.
(2) The Court may, on application by a member of a company to which section 395 applies, appoint the auditor of the company for its first financial year if an appointment has not been made under sections 395(2) or (3) and 396(6).
(3) The Court may, on application by a member of a company, appoint a person to fill a casual vacancy in the office of auditor of the company if an appointment has not been made under section 397.

399. Effect of appointing a firm as auditor
If a firm is appointed, by the firm name, as auditor of a company, the appointment is to be regarded as an appointment of those persons who—
(a) are the partners in the firm from time to time during the currency of the appointment; and
(b) are eligible, and not disqualified, for appointment as auditor of the company under this Subdivision.

### Companies Ordinance 《公司條例》

400. Special notice required for resolution for appointing auditor in some cases
(1) Special notice is required for—
(a) a resolution proposed for the purposes of section 396(1), (3) or (5) for appointing a person as auditor in place of a specified incumbent; and
(b) a resolution proposed for the purposes of section 397(2).

Note—See also section 578 which sets out the requirements regarding special notice.(2) Special notice is also required for a resolution proposed for the purposes of section 396(1), (3) or (5) for appointing a specified incumbent as auditor if that incumbent holds office by virtue of an appointment by the directors to fill a casual vacancy under section 397(1).
(3) On receipt of a special notice, the company must send a copy of it—
(a) to the person proposed to be appointed as auditor; and
(b) in the case of—
(i) a proposed appointment under section 396(1), (3) or (5) of a person in place of a specified incumbent, to that incumbent; or
(ii) a proposed appointment under section 396(1), (3) or (5) of a specified incumbent who holds office by virtue of an appointment under section 397(1) or (2) to fill a casual vacancy caused by a resignation, to the person who resigned.
(4) In this section—
specified incumbent (指明在任人) means—
(a) the person who is the last auditor of the company and whose term of office as auditor has expired; or
(b) the person whose term of office as auditor will expire—
(i) at the end of the general meeting; or
(ii) at the end of the appointment period in relation to the financial year concerned.