### Companies Ordinance 《公司條例》

435. Company must send copies of financial statements etc. to members and others on demand
(1) Within 7 days after a demand is made by a member or a member’s personal representative, a company must send to the member or personal representative—
(a) one copy of the latest financial statements;
(b) one copy of the latest directors’ report; or
(c) one copy of the auditor’s report on those latest financial statements.
(2) A copy of a document that a person is entitled to be sent under subsection (1) is in addition to any copy of the document that the person is entitled to be sent under section 430.
(3) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.
(4) If a person is charged with an offence under subsection (3), it is a defence to establish that the member or member’s personal representative (as the case may be) had previously made another demand for the document concerned and had been provided with a copy of the document.

### Companies Ordinance 《公司條例》

436. Requirement in connection with publication of financial statements etc.
(1) This section applies if a company—
(a) circulates, publishes or issues—
(i) any specified financial statements in relation to the company; or
(ii) any non-statutory accounts in relation to the company; or
(b) otherwise makes such financial statements or accounts available for public inspection in a manner calculated to invite members of the public generally, or any class of them, to read the financial statements or accounts.
(2) The specified financial statements must be accompanied by the auditor’s report on those statements.
(3) The non-statutory accounts must be accompanied by a statement indicating—
(a) that those accounts are not specified financial statements in relation to the company;
(b) whether the specified financial statements for the financial year with which those accounts purport to deal have been delivered to the Registrar;
(c) whether an auditor’s report has been prepared on the specified financial statements for the financial year; and
(d) whether the auditor’s report—
(i) was qualified or otherwise modified;
(ii) referred to any matter to which the auditor drew attention by way of emphasis without qualifying the report; or
(iii) contained a statement under section 406(2) or 407(2) or (3).
(4) The non-statutory accounts must not be accompanied by any auditor’s report on the specified financial statements.
(5) If subsection (2), (3) or (4) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine of $150,000.
(6) In this section—

non-statutory accounts (非法定帳目), in relation to a company—
(a) means—
(i) any statement of financial position or statement of comprehensive income, otherwise than as part of any financial statements prepared by the directors, relating to, or purporting to deal with, a financial year of the company; or
(ii) accounts in any form, otherwise than as part of any financial statements prepared by the directors, purporting to be a statement of financial position or statement of comprehensive income for a group of companies consisting of the company and its subsidiary undertakings relating to, or purporting to deal with, a financial year of the company; but
(b) excludes any summary financial report; (Replaced 35 of 2018 s. 52)

specified financial statements (指明財務報表), in relation to a company, means any financial statements prepared by the directors—
(a) a copy of which is required by section 429(1) to be laid before the company in general meeting; or
(b) a copy of which is required by section 430(3) to be sent to every member or is otherwise circulated, published or issued by the company.

### Companies Ordinance 《公司條例》

437. Interpretation
In this Division—
potential member (潛在成員), in relation to a company, means a person who is entitled, whether conditionally or unconditionally, to become a member of the company.

438. Application of Division
This Division applies to a company in relation to a financial year if the company does not fall within the reporting exemption for the financial year.

439. Directors may prepare financial report in summary form
(1) The directors of a company may prepare for a financial year a financial report, in summary form, derived from the reporting documents for the financial year, a copy of which is required to be sent to every member of the company under section 430.
(2) A financial report prepared under subsection (1)—
(a) must contain the information prescribed by the Regulation; and
(b) must comply with other requirements prescribed by the Regulation.
(3) If subsection (2) is contravened—
(a) a director who failed to take all reasonable steps to secure compliance with that subsection commits an offence and is liable to a fine of $300,000; and
(b) a director who wilfully failed to take all reasonable steps to secure compliance with that subsection commits an offence and is liable to a fine of $300,000 and to imprisonment for 12 months.
(4) If a person is charged with an offence under subsection (3)(a), it is a defence to establish that the person had reasonable grounds to believe, and did believe, that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (2) was complied with; and
(b) was in a position to discharge that duty.

440. Summary financial report to be approved and signed
(1) A summary financial report—
(a) must be approved by the directors; and
(b) must be signed on the directors’ behalf by a director.
(2) Every copy of a summary financial report sent to a member under this Division or otherwise circulated, published or issued by the company must state the name of the director who signed the report on the directors’ behalf.
(3) If, as respect any summary financial report a copy of which is circulated, published or issued by the company, subsection (1) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
(4) If subsection (2) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.

### Companies Ordinance 《公司條例》

441. Company may send copy of summary financial report to member
(1) If a company is required to send a copy of the reporting documents for a financial year to a member under section 430, the company may send a copy of the summary financial report for the financial year (if any) to the member instead.
(2) If a company sends a copy of the summary financial report for a financial year to a member under subsection (1), the copy must be sent during the period within which a copy of the reporting documents for the financial year would be required to be sent to the member by the company under section 430.