### Companies Ordinance 《公司條例》

839. Interpretation
In this Division—
company (公司) —
(a) in section 840, includes a registered non-Hong Kong company;
(b) in section 841, includes a non-Hong Kong company;

final report (最終報告) means the final report mentioned in section 856;
interim report (中期報告) means the interim report mentioned in section 855;
investigation (調查) means an investigation into a company’s affairs under section 840 or 841.

840. Appointment of inspector on application by company or members
(1) The Financial Secretary may, on application by a company, appoint a person to investigate the company’s affairs if the company has by special resolution declared that the company’s affairs ought to be so investigated.
(2) The Financial Secretary may also appoint a person to investigate a company’s affairs—
(a) for a company having a share capital, on application by—
(i) at least 100 members; or
(ii) members holding at least 10% of the shares issued; or
(b) for a company not having a share capital, on application by at least 10% in number of the persons on the company’s register of members.
(3) An application for the purposes of subsection (1) or (2) must be supported by the evidence required by the Financial Secretary to show that the applicant has good reason for requesting the investigation.
(4) The Financial Secretary must not appoint a person under subsection (1) or (2) to investigate a company’s affairs unless the Financial Secretary is satisfied that it is in the public interest to do so.
(5) The Financial Secretary may, before making an appointment under subsection (1) or (2), require an applicant for an appointment under subsection (1) or (2) to give security for the payment of the expenses of the investigation, in an amount specified by the Financial Secretary.

### Companies Ordinance 《公司條例》

841. Appointment of inspector on Court’s or Financial Secretary’s initiative
(1) The Financial Secretary must appoint a person to investigate a company’s affairs if the Court by order declares that the company’s affairs ought to be so investigated.
(2) The Financial Secretary may appoint a person to investigate a company’s affairs if it appears to the Financial Secretary that there are circumstances suggesting that—
(a) the company was formed for a fraudulent or unlawful purpose;
(b) the company’s affairs are being or have been conducted—
(i) in a manner unfairly prejudicial to the interests of its members generally or of one or more members;
(ii) with intent to defraud its creditors or the creditors of any other person; or
(iii) for any other fraudulent or unlawful purpose; or
(c) the persons concerned with the formation of the company or the management of its affairs have, in relation to the formation or management, engaged in fraud, misfeasance or other misconduct towards it, its members or its creditors.
(3) The Financial Secretary must not appoint a person under subsection (2) to investigate a company’s affairs unless the Financial Secretary is satisfied that it is in the public interest to do so.
(4) The Financial Secretary may appoint a person under subsection (2) to investigate a company’s affairs even though the company is in the course of being wound up voluntarily.

842. Notice of appointment as inspector to be delivered to Registrar
(1) A person who is appointed as an inspector under section 840 or 841 must deliver a notice of the appointment to the Registrar for registration.
(2) The notice must be delivered to the Registrar within 15 days after the date of the appointment and must be in the specified form.

843. General power of Financial Secretary to give directions regarding investigation
(1) The Financial Secretary may give directions to an inspector regarding an investigation.
(2) The Financial Secretary may give directions under this section—
(a) on the Financial Secretary’s own initiative; or
(b) at the request of the inspector.
(3) The Financial Secretary may vary or revoke any directions given under this section.

### Companies Ordinance 《公司條例》

844. Financial Secretary may give directions regarding subject matter of investigation etc.
(1) Without limiting section 843, the Financial Secretary may give directions to an inspector with respect to any or all of the following—
(a) the terms or subject matter of the investigation (whether by reference to a specified area of a company’s operation, a specified transaction, a specified period of time or otherwise);
(b) the matters the inspector must take into account or must not take into account in conducting the investigation;
(c) the steps the inspector must take or must not take in conducting the investigation.
(2) Without limiting section 843, the Financial Secretary may also give directions to an inspector to require that the interim report or final report of the investigation—
(a) is to include the inspector’s opinion with respect to a specified matter;
(b) is not to make reference to a specified matter;
(c) is to be made in a specified form or manner; or
(d) is to be completed by a specified date.
(3) In this section—
specified (指明) means specified in directions given under this section.

845. Financial Secretary may give directions to terminate or suspend investigation
(1) Without limiting section 843, the Financial Secretary may, at any time before the completion of an investigation, direct the inspector—
(a) to terminate the investigation; or
(b) to suspend the investigation for a period as specified by the Financial Secretary.
(2) If the inspector is appointed under section 841(1), the Financial Secretary must not give directions under subsection (1)(a) unless—
(a) it appears to the Financial Secretary that—
(i) matters have come to light in the course of the investigation which suggest that a criminal offence under the laws of Hong Kong has been committed; and
(ii) those matters have been referred to a law enforcement agency; or
(b) the giving of the directions is approved by the Court.

### Companies Ordinance 《公司條例》

846. Inspector may require production of records and documents etc.
(1) An inspector appointed to investigate a company’s affairs may, by notice in writing, require any of the persons specified in subsection (2) to do any or all of the following—
(a) produce, within the time and at the place specified in the notice, any record or document specified in the notice that—
(i) is or may be relevant to the investigation; and
(ii) is in the person’s custody or power;
(b) take all reasonable steps to preserve the record or document before it is produced to the inspector;
(c) attend before the inspector at the time and place specified in the notice, and answer any question, whether on oath or otherwise, relating to any matter under investigation that the inspector may raise with the person;
(d) answer any question relating to any matter under investigation that is specified in the notice;
(e) give the inspector all other assistance in connection with the investigation that the person is reasonably able to give.
(2) The persons are—
(a) the company;
(b) an officer or former officer of the company;
(c) an agent or former agent of the company;
(d) a person whom the inspector has reasonable grounds to believe—
(i) to be in possession of any record or document that contains, or is likely to contain, information relevant to the investigation; or
(ii) otherwise to be in possession of that information.
(3) An inspector must not require an authorized institution to produce any record or document, or disclose any information, relating to the affairs of a customer of the institution under subsection (1) unless—
(a) the inspector has reasonable grounds to believe that the customer may be able to provide information relevant to the investigation; and
(b) the inspector is satisfied that the production or disclosure is necessary for the purposes of the investigation and so certifies in writing.
(4) In subsection (1)(b), a reference to preserving a record or document includes preventing a person from—
(a) removing, disposing of or destroying the record or document;
(b) erasing, adding to or altering in any other manner an entry or other particulars contained in the record or document; or
(c) interfering in any other manner with, or causing or permitting any other person to interfere with, the record or document.
(5) An inspector may administer an oath to any person for the purposes of subsection (1)(c).