### Companies Ordinance 《公司條例》

471. Place where copy of permitted indemnity provision must be kept
(1) This section has effect if a permitted indemnity provision is made for a director of a company, and applies—
(a) to that company (whether the provision is made by that company or an associated company of that company); and
(b) if the provision is made by an associated company, to that associated company.
(2) A company to which this section applies must keep the following at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of the permitted indemnity provision;
(b) if the provision is not in writing, a written memorandum setting out the terms of the provision.
(3) The company—
(a) must retain the copy or memorandum for at least one year after the date of termination or expiry of the provision; and
(b) must keep the copy or memorandum available for inspection during that time.
(4) If the copy or memorandum is kept at a place other than the company’s registered office, the company must notify the Registrar of the place, or any change in the place, at which the copy or memorandum is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the copy or memorandum is first kept at that place or within 15 days after the change (as the case may be).
(5) If a company contravenes subsection (2) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(6) If a company contravenes subsection (4), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(7) In this section, a reference to a permitted indemnity provision includes a variation of the provision.

472. Right of member to inspect and request copy
(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect, in accordance with regulations made under section 657, a copy of a permitted indemnity provision or a written memorandum kept by the company under section 471.
(2) A member of the company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the provision or memorandum in accordance with regulations made under section 657.
(3) In this section—
prescribed (訂明) means prescribed by regulations made under section 657.
(4) In this section, a reference to a permitted indemnity provision includes a variation of the provision.

### Companies Ordinance 《公司條例》

473. Ratification of conduct by director involving negligence, etc.
(1) This section applies to the ratification by a company of conduct by a director involving negligence, default, breach of duty or breach of trust in relation to the company.
(2) A decision of the company to ratify the conduct may only be made by resolution of the members of the company.
(3) If such a resolution is proposed at a meeting, every vote in favour of the resolution by a member who—
(a) is a director in respect of whose conduct the ratification is sought;
(b) is an entity connected with that director; or
(c) holds any shares in the company in trust for that director or entity,

is to be disregarded.
(4) Subsection (3) does not prevent a member specified in that subsection from attending, being counted towards the quorum for, or taking part in the proceedings at, any meeting at which the decision is considered.
(5) For the purposes of this section—
(a) conduct (行為) includes acts and omissions;
(b) director (董事) includes a former director;
(c) a shadow director is to be regarded as a director; and
(d) a reference to an entity connected with a director has the meaning given by section 486.
(6) Nothing in this section affects—
(a) the validity of a decision taken by unanimous consent of the members of the company; or
(b) any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company.
(7) This section does not affect—
(a) any other Ordinance or rule of law imposing additional requirements for valid ratification; or
(b) any rule of law as to acts that are incapable of being ratified by the company.

### Companies Ordinance 《公司條例》

474. Company required to have company secretary
(1) A company must have a company secretary.
(2) With effect from the date of incorporation of a company, the first company secretary of the company is the person named as the company secretary in the incorporation form delivered to the Registrar under section 67(1).
(3) If the name of a firm is specified in the incorporation form under section 5(1)(c) of Schedule 2, all partners of the firm as at the date of the incorporation form are the first joint company secretaries of the company.
(4) A company secretary of a company must—
(a) if a natural person, ordinarily reside in Hong Kong; and
(b) if a body corporate, have its registered office or a place of business in Hong Kong.
(5) Anything required or authorized to be done by or to the company secretary may be done—
(a) if the office is vacant or there is for any other reason no company secretary capable of acting, by or to any assistant or deputy company secretary; or
(b) if there is no assistant or deputy company secretary capable of acting, by or to any officer of the company authorized generally or specially in that behalf by the directors.

475. Circumstances under which director may not be company secretary
(1) Subject to subsections (2) and (3), a director of a company may be a company secretary of the company.
(2) The director of a private company having only one director must not also be a company secretary of the company.
(3) No private company having only one director may have as company secretary of the company a body corporate the sole director of which is the sole director of the private company.