### Companies Ordinance 《公司條例》

904. Court may grant company officer etc. relief for misconduct on officer’s application
(1) A specified person may apply to the Court for relief if the person has reason to apprehend that a claim will or might be made against the person for any misconduct.
(2) On an application, the Court may relieve the specified person, either wholly or partly, from the liability on any terms that the Court thinks fit if it appears to the Court that the person—
(a) is or may be liable for the misconduct;
(b) has acted honestly and reasonably; and
(c) ought fairly to be excused for the misconduct, having regard to all the circumstances of the case (including those connected with the person’s appointment).

905. Costs in action by company etc.
(1) This section applies where—
(a) a company is a plaintiff in an action or other legal proceedings; and
(b) it appears, by credible testimony, to the court having jurisdiction in the matter that there is reason to believe the company will be unable to pay the defendant’s costs if the defendant succeeds in the defence.
(2) Without limiting the powers of the court under any other Ordinance, the court may—
(a) require sufficient security to be given for those costs; and
(b) stay all proceedings until the security is given.
(3) In this section—
company (公司) means—
(a) a limited company; or
(b) a company incorporated outside Hong Kong.

906. Saving as to private prosecution
Nothing in this Ordinance relating to the institution of criminal proceedings by the Secretary for Justice precludes any person from instituting or carrying on any such proceedings.

907. Saving for privileged communication
If proceedings are instituted under this Ordinance against any person by the Secretary for Justice, nothing in this Ordinance is to be regarded as requiring any person to disclose any information that the person is entitled to refuse to disclose on grounds of legal professional privilege.

908. Paperless holding and transfer of shares and debentures
(Not yet in operation)
Schedule 8, which contains amendments relating to paperless holding and transfer of shares and debentures, has effect.

909. Power to make regulations
(1) The Financial Secretary may make regulations for any matter required or permitted to be prescribed under this Ordinance.
(2) Subsection (1) does not apply if the Chief Executive in Council or the Financial Secretary is empowered under another Part to make regulations for the matter.

910. Supplementary provisions for regulations made under this Ordinance
Subsidiary legislation made by the Chief Executive in Council or the Financial Secretary under this Ordinance may—
(a) make different provision for different cases or classes of cases; and
(b) contain any consequential, transitional, saving, incidental or supplementary provisions, that the Chief Executive in Council or the Financial Secretary (as the case may be) thinks fit.

### Companies Ordinance 《公司條例》

911. Financial Secretary and Registrar may amend Schedules
(1) The Financial Secretary may, by notice published in the Gazette, amend Schedule 1, 2, 3, 4, 5, 5A, 5B, 5C or 7. (Amended 3 of 2018 s. 5)
(2) The Registrar may, by notice published in the Gazette, amend Schedule 6.

912. Amendments to enactments
(1) The enactments specified in Schedules 9 and 10 are amended as set out in those Schedules.
(2) The Financial Secretary may, by notice published in the Gazette—
(a) amend Schedule 9 or 10 to make such consequential or related amendments to any enactment as are necessary on account of the coming into operation of any provision of this Ordinance; or
(b) repeal any provision in Schedule 9 or 10 that is no longer necessary on account of the coming into operation of any provision of this Ordinance.

913. Transitional and saving provisions
(1) The transitional and saving provisions as set out in Schedule 11 have effect.
(2) The Financial Secretary may, by notice published in the Gazette, amend Schedule 11.

### Companies Ordinance 《公司條例》

915. Offence for false statement
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap. 1), or both, after the repeal; and
(b) after the repeal, any return, report, certificate, balance sheet or other document, is required by or for the purposes of the provision.
(2) A person commits an offence if, in the return, report, certificate, balance sheet or document, the person wilfully makes a statement false in any material particular knowing it to be false.
(3) A person who commits an offence under subsection (2) is liable to a fine at level 6 and to imprisonment for 6 months.
(4) This section does not affect the operation of—
(a) Part V of the Crimes Ordinance (Cap. 200); or
(b) section 19, 20 or 21 of the Theft Ordinance (Cap. 210).

916. Limitation on commencement of proceedings
(1) This section applies if—
(a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap. 1), or both, after the repeal; and
(b) after the repeal, an offence is committed under the provision.
(2) Despite section 26 of the Magistrates Ordinance (Cap. 227), an information or complaint relating to the offence may be tried if it is laid or made—
(a) within 3 years after the commission of the offence; and
(b) within 12 months after the date on which the supporting evidence came to the Secretary for Justice’s knowledge.
(3) For the purposes of this section, a certificate of the Secretary for Justice as to the date on which the supporting evidence came to the Secretary for Justice’s knowledge is conclusive evidence of that date.
(4) This section does not apply to an offence committed before 1 March 1973.
(5) In this section—
supporting evidence (助控證據) means evidence sufficient, in the Secretary for Justice’s opinion, to justify the proceedings.