### Companies Ordinance 《公司條例》

426. Company’s and aggrieved person’s responses to statement of circumstances
(1) If a company is given a statement of circumstances, the company must, within 14 days beginning on the date on which it receives the statement—
(a) send a copy of the statement to every member of the company; or
(b) apply to the Court for an order directing that copies of the statement are not to be sent under paragraph (a).
(2) If a company makes an application under subsection (1)(b), it must give notice of the application to the person who has given the statement of circumstances to the company.
(3) A person who claims to be aggrieved by a statement of circumstances may, within 14 days beginning on the date on which the company receives the statement, apply to the Court for an order directing that copies of the statement are not to be sent under subsection (1)(a).
(4) If a person makes an application under subsection (3), the person must give notice of the application to—
(a) the company; and
(b) the person who has given the statement of circumstances to the company.
(5) If—
(a) a person gives a company a statement of circumstances; and
(b) within 21 days beginning on the date on which the company receives the statement, the person has not received notice of an application under subsection (2) or (4),

the person must within the next 7 days deliver a copy of the statement to the Registrar for registration.
(6) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable—
(a) on conviction on indictment to a fine of $150,000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.
(7) If a person contravenes subsection (5), the person commits an offence and is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(8) If a person is charged with an offence under subsection (7), it is a defence to establish that the person took all reasonable steps to secure compliance with subsection (5).

### Companies Ordinance 《公司條例》

427. Court may order statement of circumstances not to be sent
(1) This section applies if an application has been made under section 426(1)(b) or (3) in relation to a statement of circumstances given by a person to a company.
(2) If the Court is satisfied that the person has abused the use of the statement of circumstances or is using the statement to secure needless publicity for defamatory matter, the Court—
(a) must direct that copies of the statement are not to be sent under section 426(1)(a); and
(b) may order the person, though not a party to the application, to pay the applicant’s costs on the application in whole or in part.
(3) If the Court gives directions under subsection (2)(a), the company must, within 15 days beginning on the date on which the directions are given—
(a) send a notice setting out the effect of the directions to—
(i) every member of the company; and
(ii) unless already named as a party to the proceedings, the person who has given the statement of circumstances to the company; and
(b) deliver a copy of the notice to the Registrar for registration.
(4) If the Court decides not to grant the application, the company must, within 15 days beginning on the date on which the decision is made or on which the proceedings are discontinued for any reason—
(a) give notice of the decision to the person who has given the statement of circumstances to the company; and
(b) send a copy of the statement of circumstances to every member of the company and to that person.
(5) Within 7 days beginning on the date on which a person receives a notice under subsection (4)(a), the person must deliver a copy of the statement of circumstances to the Registrar for registration.

428. Offences relating to section 427
(1) If a company contravenes section 427(3) or (4), the company, and every responsible person of the company, commit an offence, and each is liable—
(a) on conviction on indictment to a fine of $150,000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.
(2) A person who contravenes section 427(5) commits an offence and is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(3) If a person is charged with an offence under subsection (2) for contravening section 427(5), it is a defence to establish that the person took all reasonable steps to secure compliance with that section.

### Companies Ordinance 《公司條例》

429. Directors must lay financial statements etc. before company in general meeting
(1) A company’s directors must, in respect of each financial year, lay before the company in annual general meeting, or in any other general meeting directed by the Court, a copy of the reporting documents for the financial year within the period specified in section 431.
(2) Subsection (1) does not apply in relation to a financial year in respect of which an annual general meeting is not required to be held under section 612.
(3) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) commits an offence and is liable to a fine of $300,000.
(4) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) commits an offence and is liable to a fine of $300,000 and to imprisonment for 12 months.
(5) If a person is charged with an offence under subsection (3)—
(a) it is a defence to establish that the person had reasonable grounds to believe, and did believe, that a competent and reliable person—
(i) was charged with the duty of ensuring that subsection (1) was complied with; and
(ii) was in a position to discharge that duty; and
(b) it is not a defence to establish that the financial statements or report was not in fact prepared as required by this Ordinance.