### Companies Ordinance 《公司條例》

407. Auditor’s opinion on other matters
(1) In preparing an auditor’s report, the auditor must carry out an investigation that will enable the auditor to form an opinion as to—
(a) whether adequate accounting records have been kept by the company; and
(b) whether the financial statements are in agreement with the accounting records.
(2) A company’s auditor must state the auditor’s opinion in the auditor’s report if the auditor is of the opinion that—
(a) adequate accounting records have not been kept by the company; or
(b) the financial statements are not in agreement with the accounting records in any material respect.
(3) If a company’s auditor fails to obtain all the information or explanations that, to the best of the auditor’s knowledge and belief, are necessary and material for the purpose of the audit, the auditor must state that fact in the auditor’s report.
(4) If the financial statements do not comply with section 383(1), the auditor must include in the auditor’s report, so far as the auditor is reasonably able to do so, a statement giving the particulars that are required to be, but have not been, contained in the financial statements.

408. Offences relating to contents of auditor’s report
(1) Every person specified in subsection (2) commits an offence if the person knowingly or recklessly causes a statement required to be contained in an auditor’s report under section 407(2)(b) or (3) to be omitted from the report.
(2) The persons are—
(a) if the auditor who prepares the auditor’s report is a natural person—
(i) the auditor; and
(ii) every employee and agent of the auditor who is eligible for appointment as auditor of the company;
(b) if the auditor who prepares the auditor’s report is a firm, every partner, employee and agent of the auditor who is eligible for appointment as auditor of the company; or
(c) if the auditor who prepares the auditor’s report is a body corporate, every officer, member, employee and agent of the auditor who is eligible for appointment as auditor of the company.
(3) A person who commits an offence under subsection (1) is liable to a fine of $150,000.

### Companies Ordinance 《公司條例》

409. Auditor’s reports to be signed
(1) An auditor’s report must be signed—
(a) if the auditor is a natural person, by the auditor; or
(b) if the auditor is a firm or body corporate, by a natural person authorized to sign the auditor’s name on the auditor’s behalf.
(2) An auditor’s report must state the auditor’s name.
(3) Every copy of an auditor’s report laid before a company in general meeting under section 429, or sent to a member under section 430 or otherwise circulated, published or issued by the company, must state the auditor’s name.
(4) If subsection (3) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.

410. Qualified privileges
(1) In the absence of malice, an auditor of a company is not liable to any action for defamation at the suit of any person in respect of any statement made by the auditor in the course of performing duties as auditor of the company.
(2) In the absence of malice, a person is not liable to any action for defamation at the suit of any person in respect of the publication of any document—
(a) prepared by an auditor of a company in the course of performing duties as auditor of the company; and
(b) required by this Ordinance—
(i) to be delivered to the Registrar; or
(ii) to be sent to any member of the company or any other person.
(3) This section does not limit or affect any other right, privilege or immunity that an auditor of a company, or any other person, has as defendant in an action for defamation.
(4) In this section, a reference to performing duties as auditor of a company includes—
(a) making a cessation statement, giving the statement to the company, and requesting the company to comply with the requirement specified in section 422(5) in relation to the statement; and
(b) making a statement of circumstances, and giving the statement to the company.

411. Rights in relation to general meeting
(1) A person appointed as auditor of a company is entitled—
(a) to attend any of the company’s general meetings; and
(b) to be heard, at any of the company’s general meetings, on any part of the business of the meeting that concerns the person as auditor of the company.
(2) A person’s entitlement under subsection (1)(a) or (b) is, if the person is a firm or body corporate, exercisable by a natural person authorized by the person to act as the person’s representative at the meeting.

### Companies Ordinance 《公司條例》

412. Rights in relation to information
(1) An auditor of a company has a right of access to the company’s accounting records.
(2) An auditor of a company may require a person that is a related entity of the company, or was a related entity of the company at the time to which the information or explanation relates, to provide the auditor with any information or explanation that the auditor reasonably requires for the performance of the duties as auditor of the company.
(3) If an auditor has required a person to provide any information or explanation under subsection (2), the person must provide the information or explanation as soon as practicable after being required.
(4) If a subsidiary undertaking of a company is not a company incorporated in Hong Kong, an auditor of the company may require the company to obtain from any of the persons specified in subsection (5) any information or explanation that the auditor reasonably requires for the performance of the duties as auditor of the company.
(5) The persons are—
(a) the subsidiary undertaking;
(b) a person who—
(i) is an officer or auditor of the subsidiary undertaking; or
(ii) was an officer or auditor of the subsidiary undertaking at the time to which the information or explanation relates; and
(c) a person who—
(i) holds or is accountable for any of the subsidiary undertaking’s accounting records; or
(ii) held or was accountable for the subsidiary undertaking’s accounting records at the time to which the information or explanation relates.
(6) If an auditor has required a company to obtain any information or explanation from a person under subsection (4), the company must take all reasonable steps to obtain the information or explanation as soon as practicable after being required.
(7) A statement made by a person in response to a requirement under subsection (2) or (4) may not be used in evidence against the person in any criminal proceedings except proceedings for an offence under section 413.
(8) This section does not compel a person to disclose information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.
(9) In this section—

officer (高級人員), in relation to a subsidiary undertaking that is not a body corporate, means—
(a) a member of the governing body of the undertaking; or
(b) any other person involved in the management of the undertaking; (Added 35 of 2018 s. 49)

related entity (有關連實體), in relation to a company, means—
(a) an officer of the company;
(b) a subsidiary undertaking of the company that is a company incorporated in Hong Kong;
(c) an officer or auditor of such a subsidiary undertaking; or
(d) a person holding or accountable for any of the accounting records of the company or such a subsidiary undertaking.