### Companies Ordinance 《公司條例》

413. Offences relating to section 412
(1) A person who contravenes section 412(3) commits an offence and is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(2) If a person is charged with an offence under subsection (1), it is a defence to establish that it was not reasonably practicable for the person to provide the information or explanation.
(3) A person commits an offence if—
(a) the person makes a statement to an auditor of a company that conveys or purports to convey any information or explanation that the auditor requires, or is entitled to require, under section 412(2) or (4);
(b) the statement is misleading, false or deceptive in a material particular; and
(c) the person knows that, or is reckless as to whether or not, the statement is misleading, false or deceptive in a material particular.
(4) A person who commits an offence under subsection (3) is liable—
(a) on conviction on indictment to a fine of $150,000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.
(5) If a company contravenes section 412(6), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(6) If a person is charged with an offence under subsection (5) for failing to obtain any information or explanation from a subsidiary undertaking or another person, it is a defence to establish that—
(a) it would be an offence under the law of a place outside Hong Kong for the subsidiary undertaking or that other person to provide the information or explanation to the defendant; and
(b) the subsidiary undertaking or that other person did not provide the information or explanation to the defendant on that ground.
(7) This section does not affect an auditor’s right to apply for an injunction to enforce any of the auditor’s rights under section 412.

### Companies Ordinance 《公司條例》

414. Auditor may provide information to incoming auditor without contravening duties
(1) A person who is or has been an auditor of a company does not contravene any duty owed by the person as such auditor in law by reason only that the person gives workrelated information to another person—
(a) who is an auditor of the company;
(b) who has been appointed as auditor of the company but whose term of office has not yet begun; or
(c) to whom the company has offered the position as auditor but who has not yet been appointed.
(2) Subsection (1) does not apply unless the person who gives work-related information to another person—
(a) does so in good faith; and
(b) reasonably believes that the information is relevant to the performance of that other person’s duties as auditor of the company.
(3) In this section—
work-related information (工作資料), in relation to a person who is or has been an auditor of a company, means information of which the person became aware in the capacity of auditor.

### Companies Ordinance 《公司條例》

415. Avoidance of provisions protecting auditor from liability
(1) This section applies to a provision contained in a company’s articles, or in a contract entered into by a company, or otherwise.
(2) If a provision purports to exempt an auditor of the company from any liability that would otherwise attach to the auditor in connection with any negligence, default, breach of duty or breach of trust occurring in the course of performance of the duties as auditor in relation to the company, the provision is void.
(3) If, by a provision, the company directly or indirectly provides an indemnity for an auditor of the company, or an auditor of an associated company of the company, against any liability attaching to the auditor in connection with any negligence, default, breach of duty or breach of trust occurring in the course of performance of the duties as auditor in relation to the company or associated company (as the case may be), the provision is void.
(4) Subsection (3) does not prevent a company from taking out and keeping in force insurance for an auditor of the company, or an auditor of an associated company of the company, against—
(a) any liability to any person attaching to the auditor in connection with any negligence, default, breach of duty or breach of trust (except for fraud) occurring in the course of performance of the duties of auditor in relation to the company or associated company (as the case may be); or
(b) any liability incurred by the auditor in defending any proceedings (whether civil or criminal) taken against the auditor for any negligence, default, breach of duty or breach of trust (including fraud) occurring in the course of performance of the duties of auditor in relation to the company or associated company (as the case may be).
(5) Subsection (3) does not prevent a company from indemnifying an auditor of the company against any liability incurred by the auditor—
(a) in defending any proceedings (whether civil or criminal) in which judgment is given in the auditor’s favour or the auditor is acquitted; or
(b) in connection with an application under section 903 or 904 in which relief is granted to the auditor by the Court.
(6) In this section, a reference to performance of the duties of auditor 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; (Amended 35 of 2018 s. 50)
(ab) requiring the company to send a copy of a cessation statement to every member under section 423(2)(b); and (Added 35 of 2018 s. 50)
(b) making a statement of circumstances, and giving the statement to the company.

### Companies Ordinance 《公司條例》

416. When appointment is terminated
(1) A person’s appointment as auditor of a company is terminated if—
(a) the term of office expires;
(b) the person resigns from office under section 417(1);
(c) the person ceases to be auditor under section 418;
(d) the person is removed from office under section 419(1); or
(e) a winding up order is made in respect of the company.
(2) Where a firm is appointed, by the firm name, as auditor of a company, the appointment is also terminated if every person who is regarded as being appointed as auditor by virtue of section 399—
(a) ceases to be a partner in the firm before the term of office expires; or
(b) ceases to be eligible, or becomes disqualified, for appointment as auditor of the company under Subdivision 2 before the term of office expires.
(3) Where a body corporate is appointed as auditor of a company, the appointment is also terminated if the body corporate is dissolved.
(4) If 2 or more persons are appointed as auditor of a company, and the appointment of any of the persons is terminated, the termination does not affect the appointment of the other person.

417. Resignation of auditor
(1) A person may resign from the office of auditor by giving the company a notice in writing that is accompanied by a statement required to be given under section 424.
(2) Such a person’s term of office expires—
(a) at the end of the day on which notice is given to the company under subsection (1); or
(b) if the notice specifies a time on a later day for the purpose, at that time.
(3) Within 15 days beginning on the date on which a company receives a notice of resignation, the company must deliver a notification in the specified form of that fact to the Registrar for registration.
(4) If a company contravenes subsection (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and to imprisonment for 6 months and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.