### Companies Ordinance 《公司條例》

448. Liability for untrue or misleading statement in reports
(1) This section applies to—
(a) a directors’ report; and
(b) a summary financial report so far as it is derived from a directors’ report.
(2) A director of a company is liable to compensate the company for any loss suffered by the company as a result of—
(a) any untrue or misleading statement in the report; or
(b) the omission from the report of anything required to be included in it.
(3) A director is not liable unless—
(a) in the case of subsection (2)(a), the director knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading; or
(b) in the case of subsection (2)(b), the director knew the omission to be a dishonest concealment of a material fact.
(4) A person is not subject to any liability to another person other than the company resulting from reliance, by that other person or any other person, on information contained in the report.
(5) For the purposes of subsection (4), a person is also subject to a liability to another person if that other person is entitled against the person—
(a) to be granted any civil remedy; or
(b) to rescind or repudiate an agreement.
(6) This section does not affect liability for criminal offence.

449. Voluntary revision of financial statements etc.
(1) If—
(a) a copy of any financial statements prepared by the directors of a company has been sent under section 430 to a member; and
(b) it subsequently appears to the directors of the company that the financial statements did not comply with this Ordinance,

the directors may cause the financial statements to be revised and make necessary consequential revisions to the summary financial report or directors’ report concerned.
(2) Such revision of the financial statements is to be confined to—
(a) those aspects of the financial statements that did not comply with this Ordinance; and
(b) other necessary consequential revisions.
(3) If—
(a) the directors of a company decide to cause any financial statements to be revised under subsection (1); and
(b) a copy of the financial statements has been delivered to the Registrar in compliance with section 664(3)(b),

the company must, within 7 days after the decision, deliver to the Registrar for registration a warning statement, in the specified form, that the financial statements will be so revised.
(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, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.

### Companies Ordinance 《公司條例》

451. Financial Secretary may make regulation regarding disclosures of certain information
The Financial Secretary may make regulations prescribing, for the purposes of section 383(3), a requirement that the financial statements for the financial year are to contain a statement showing the information about the matter mentioned in section 383(1)(d).

452. Financial Secretary may make other regulations
(1) The Financial Secretary may make regulations prescribing a body for the purposes of the definition of accounting standards

453. Public company and company limited by guarantee required to have at least 2 directors
(1) This section applies to—
(a) a public company; and
(b) a company limited by guarantee.
(2) The company must have at least 2 directors.
(3) With effect from the date of incorporation of the company, the first directors of the company are the persons named as the directors in the incorporation form delivered to the Registrar under section 67(1).
(4) A person who is deemed to be a director of the company under section 153(2) of the pre-amended predecessor Ordinance immediately before the commencement date# of this section continues to be deemed to be a director of the company as if section 19(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004) had not been enacted, until a notice of appointment of a director is delivered to the Registrar in accordance with section 645(1).
(5) If a power specified in subsection (6) is exercisable by a director under the company’s articles where the number of directors is reduced below the number fixed as the necessary quorum of directors, the power is exercisable also where the number of directors is reduced below the number required by subsection (2).
(6) The power specified for the purposes of subsection (5) is a power to act for the purpose of—
(a) increasing the number of directors; or
(b) calling a general meeting of the company,

but not for any other purpose.
(7) In subsection (4)—
pre-amended predecessor Ordinance (修訂前的《前身條例》) means the predecessor Ordinance that was in force immediately before it was amended by section 19(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004).
Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

454. Private company required to have at least one director
(1) A private company must have at least one director.
(2) With effect from the date of incorporation of a private company, the first directors of the company are the persons named as the directors in the incorporation form delivered to the Registrar under section 67(1).
(3) A person who is deemed to be a director of a private company under section 153A(2) of the pre-amended predecessor Ordinance immediately before the commencement date# of this section continues to be deemed to be a director of the company as if section 20(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004) had not been enacted, until a notice of appointment of a director is delivered to the Registrar in accordance with section 645(1).
(4) In subsection (3)—
pre-amended predecessor Ordinance (修訂前的《前身條例》) means the predecessor Ordinance that was in force immediately before it was amended by section 20(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004).
Editorial Note:
# Commencement date: 3 March 2014.