### Companies Ordinance 《公司條例》

381. Subsidiary undertakings to be included in annual consolidated financial statements
(1) Subject to subsections (2) and (3), the annual consolidated financial statements for a financial year must include all the subsidiary undertakings of the company.
(2) Where the company falls within the reporting exemption for the financial year, one or more subsidiary undertakings may be excluded from the annual consolidated financial statements in compliance with the accounting standards applicable to the statements.
(3) Where the company does not fall within the reporting exemption for the financial year—
(a) one subsidiary undertaking may be excluded from the annual consolidated financial statements if the inclusion of the subsidiary undertaking is not material for the purpose of giving a true and fair view of the financial position, and of the financial performance, mentioned in section 380(2)(a) and (b); and
(b) more than one subsidiary undertaking may be excluded from the annual consolidated financial statements if the inclusion of those subsidiary undertakings taken together is not material for the purpose of giving a true and fair view of the financial position, and of the financial performance, mentioned in section 380(2)(a) and (b).
(4) This section has effect subject to section 382.

382. Provisions supplementary to sections 380 and 381
(1) This section applies if at any time during a financial year of a private company—
(a) the company registers any transfer of shares in the company in contravention of the restrictions imposed by the company’s articles;
(b) the membership of the company exceeds the number specified in section 11(1)(a)(ii); or
(c) the company makes an invitation to the public to subscribe for any shares or debentures of the company.
(2) The financial statements of the company for the financial year must comply with sections 380 and 381 as if the company were a public company.
(3) The Court may, on the application of the company or a person interested in the matter, order that subsections (1) and (2) do not apply.
(4) The Court may make the order on any terms and conditions that the Court thinks just and expedient.
(5) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (1)(a), (b) or (c) was accidental;
(b) it was due to inadvertence or to some other sufficient cause that the event occurred; or
(c) it is just and equitable to grant the relief on other grounds.

### Companies Ordinance 《公司條例》

383. Notes to financial statements to contain information on directors’ emoluments etc.
(1) The financial statements for a financial year must contain, in the notes to the statements, the information prescribed by the Regulation for the purposes of this subsection about the following—
(a) the directors’ emoluments;
(b) the directors’ retirement benefits;
(c) payments made or benefit provided in respect of the termination of the service of directors, whether in the capacity of directors or in any other capacity while directors;
(d) loans, quasi-loans and other dealings in favour of—
(i) directors of the company and of a holding company of the company;
(ii) bodies corporate controlled by such directors; and
(iii) entities connected with such directors;
(e) material interests of directors in transactions, arrangements or contracts entered into by the company; (Amended 35 of 2018 s. 44)
(f) consideration provided to or receivable by third parties for making available the services of a person as director or in any other capacity while director.
(2) In subsection (1)—
(a) a reference to a director—
(i) in the case of subsection (1)(b), includes a former director;
(ii) in the case of subsection (1)(c) includes a former director and shadow director; and
(iii) in the case of subsection (1)(d) and (e), includes a shadow director;
(b) a reference to a body corporate controlled by a director has the meaning given by section 492; and
(c) a reference to an entity connected with a director has the meaning given by section 486.
(3) Despite subsection (1)(d), the financial statements for a financial year are not required to contain the information prescribed by the Regulation for the purposes of that subsection if the company complies with the requirements prescribed by the Regulation for the purposes of this subsection.
(4) The notes to any financial statements must also comply with other requirements prescribed by the Regulation.
(5) A person who is, or has been during the preceding 5 years, a director or shadow director of a company must give notice to the company of any matter that—
(a) is prescribed by the Regulation;
(b) relates to the person; and
(c) is necessary for the purposes of subsection (1).
(6) A person who contravenes subsection (5) commits an offence and is liable to a fine at level 5.

### Companies Ordinance 《公司條例》

384. Register of particulars not required to be contained in notes to financial statements
(1) A company must enter into a register the particulars that would, but for section 383(3), be required by section 383(1)(d) to be contained in the notes to the financial statements for a financial year.
(2) A company must keep the particulars in the register for at least 10 years after the date on which the particulars are entered.
(3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.

385. Place where register mentioned in section 384 must be kept
(1) A company must keep the register mentioned in section 384 at—
(a) the company’s registered office; or
(b) a place prescribed by regulations made under section 657.
(2) A company must notify the Registrar of the place at which the register mentioned in section 384 is kept. The notice must be in the specified form and be delivered to the Registrar for registration within 15 days after the register is first kept at that place.
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register mentioned in section 384 is kept. The notice must be in the specified form and be delivered to the Registrar for registration within 15 days after the change.
(4) Subsection (2) does not require a company to notify the Registrar of the place at which the register mentioned in section 384 is kept—
(a) if, in the case of a register that came into existence on or after the commencement date# of this section, it has at all times been kept at the company’s registered office; or
(b) if—
(i) immediately before that commencement date#, the company kept a register for the purposes of section 161BB of the predecessor Ordinance; and
(ii) on and after that commencement date#, that register is kept as a register for the purposes of section 384 at the place at which that register was kept immediately before that commencement date#. (Amended 35 of 2018 s. 45)
(5) If a company contravenes subsection (1), (2) or (3), 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.
Editorial Note:
# Commencement date: 3 March 2014.