### Companies Ordinance 《公司條例》

306. Initial financial statements specified for purposes of section 302
(1) If the distribution is proposed to be declared before any financial statements are laid before the company in general meeting under section 429(1) or sent to every member under section 430(3), the financial statements specified for the purposes of section 302 are the company’s financial statements—
(a) in the case of a listed company—
(i) that are necessary to enable a reasonable judgement to be made as to the amounts of the financial items; and
(ii) in relation to which subsections (2), (4), (5), (6) and (7) are complied with; or
(b) in the case of any other company, that are necessary to enable a reasonable judgement to be made as to the amounts of the financial items.
(2) Subject to subsection (3), the financial statements must—
(a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9; or
(b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9, except only in relation to the matters that are not material for the purpose specified in subsection (8).
(3) The requirement under subsection (2) for any financial statements to be properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 has effect subject to any modification that is necessary for applying that requirement to any financial statements prepared otherwise than for a financial year.
(4) A statement of financial position that forms part of the financial statements—
(a) must be approved by the directors;
(b) must be signed by 2 directors on the directors’ behalf; and
(c) must state the name of the directors who signed the statement on the directors’ behalf.
(5) The company’s auditor must have prepared a report on the financial statements stating whether, in the auditor’s opinion, the financial statements satisfy subsection (2)(a).
(6) If, in the auditor’s report, the auditor has not given an unqualified opinion to the effect that the financial statements satisfy subsection (2)(a), the auditor must have given a written statement as to whether, in the auditor’s opinion, the matter in respect of which the report is qualified is material for the purpose specified in subsection (8).
(7) A copy of the financial statements, of the auditor’s report of the financial statements, and of any written statement under subsection (6), must have been delivered to the Registrar for registration.
(8) The purpose specified for subsections (2) and (6) is the purpose of determining, by reference to the financial items as stated in the financial statements, whether the distribution would be made in contravention of section 297, 298 or 299, or a prohibition or restriction in that section as modified under section 300.

### Companies Ordinance 《公司條例》

307. Interpretation
In this Part—
branch register (登記支冊) means a branch register kept under section 312;
debenture (債權證), in relation to a company—
(a) includes bonds and any other debt securities of the company, whether or not constituting a charge on the assets of the company; and
(b) except in sections 308, 311(2)(a), 312 and 331(1)(a) and Divisions 3 and 4, includes debenture stock;

register of debenture holders (債權證持有人登記冊) means a register kept under section 308.

308. Register of debenture holders
(1) If a company issues a series of debentures, or any debenture stock, that are not transferable by delivery, the company must keep in the English or Chinese language a register of the holders of the debentures or debenture stock.
(2) A company must enter in the register of debenture holders—
(a) the name and address of each holder of debentures or debenture stock;
(b) the amount of debentures or debenture stock held by each holder;
(c) the date on which each person is entered in the register as a holder of debentures or debenture stock; and
(d) the date on which any person ceases to be a holder of debentures or debenture stock.
(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 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.

### Companies Ordinance 《公司條例》

309. Place where register must be kept
(1) A company must keep its register of debenture holders 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 of debenture holders is kept. The notice must be in the specified form and 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 of debenture holders is kept. The notice must be in the specified form and 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 of debenture holders is kept—
(a) if, in the case of a register that came into existence on or after the commencement date# of this Division, 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 74A of the predecessor Ordinance; and
(ii) on and after that commencement date#, that register is kept as a register of debenture holders for the purposes of section 308(1) at the place at which it was kept immediately before that commencement date#.
(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.

### Companies Ordinance 《公司條例》

310. Right 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 the register of debenture holders of the company in accordance with regulations made under section 657.
(2) A person who is registered in the register as a debenture holder of the company is entitled, on request made in the prescribed manner and without charge, to inspect the register in accordance with regulations made under section 657.
(3) Any other person is entitled, on request made in the prescribed manner and on payment of a prescribed fee, to inspect the register in accordance with regulations made under section 657.
(4) A person is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the register of debenture holders of a company, or any part of it, in accordance with regulations made under section 657.
(5) A debenture holder of a company or the trustee for all debenture holders of a company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of any trust deed or any other document securing the issue of the debentures in accordance with regulations made under section 657.
(6) In this section—
prescribed (訂明) means prescribed by regulations made under section 657.