### Companies Ordinance 《公司條例》

386. 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 kept by the company under section 384 in accordance with regulations made under section 657.
(2) A member of a company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the register kept by the company under section 384, or any part of it, in accordance with regulations made under section 657.
(3) In this section—
prescribed (訂明) means prescribed by regulations made under section 657.

387. Statement of financial position to be approved and signed
(1) A statement of financial position that forms part of any financial statements—
(a) must be approved by the directors; and
(b) must be signed—
(i) by 2 directors on the directors’ behalf; or
(ii) in the case of a company having only one director, by the director.
(2) Every copy of a statement of financial position that forms part of any financial statements laid before a company in general meeting under section 429, or sent to a member under section 430 or otherwise circulated, published or issued by the company, must state the name of the person who signed the statement on the directors’ behalf.
(3) If, as respects any financial statements a copy of which is circulated, published or issued by the company, subsection (1) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
(4) If subsection (2) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.

### Companies Ordinance 《公司條例》

388. Directors must prepare directors’ report
(1) A company’s directors must prepare for each financial year a report that—
(a) complies with sections 390 and 543(2) and Schedule 5;
(b) contains the information prescribed by the Regulation; and
(c) complies with other requirements prescribed by the Regulation.
(2) Despite subsection (1), if the company is a holding company in a financial year, and the directors prepare annual consolidated financial statements for the financial year, the directors must instead prepare for the financial year a consolidated report that—
(a) complies with sections 390 and 543(2) and Schedule 5;
(b) contains the information prescribed by the Regulation; and
(c) complies with other requirements prescribed by the Regulation.
(3) Subsection (1) or (2) does not require the directors’ report for a financial year to comply with Schedule 5 if—
(a) the company falls within the reporting exemption for the financial year;
(b) the company is a wholly owned subsidiary of another body corporate at the end of the financial year; or (Amended 35 of 2018 s. 46)
(c) the company is a private company that does not fall within the reporting exemption for the financial year, and a special resolution is passed by the members to the effect that the company is not to prepare a business review required by that Schedule for the financial year.
(4) A resolution for the purposes of subsection (3)(c)—
(a) may be passed in relation to—
(i) a financial year; or
(ii) a financial year and every subsequent financial year;
(b) must be passed at least 6 months before the end of the financial year to which the directors’ report relates; and
(c) may only be revoked by a special resolution.
(5) Subsections (1), (2) and (3) have effect subject to section 389.
(6) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (2) commits an offence and is liable to a fine of $150,000.
(7) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) or (2) commits an offence and is liable to a fine of $150,000 and to imprisonment for 6 months.
(8) If a person is charged with an offence under subsection (6), it is a defence to establish that the person had reasonable grounds to believe, and did believe, that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) or (2) (as the case may be) was complied with; and
(b) was in a position to discharge that duty.

### Companies Ordinance 《公司條例》

389. Provisions supplementary to section 388
(1) This section applies if at any time during a financial year of a private company—
(a) the company registers any transfer of shares in the company in contravention of the restrictions imposed by the company’s articles;
(b) the membership of the company exceeds the number specified in section 11(1)(a)(ii); or
(c) the company makes an invitation to the public to subscribe for any shares or debentures of the company.
(2) The directors’ report for the financial year is required to comply with section 388 as if the company were a public company.
(3) The Court may, on the application of the company or a person interested in the matter, order that subsections (1) and (2) do not apply.
(4) The Court may make the order on any terms and conditions that the Court thinks just and expedient.
(5) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (1)(a), (b) or (c) was accidental;
(b) it was due to inadvertence or to some other sufficient cause that the event occurred; or
(c) it is just and equitable to grant the relief on other grounds.

### Companies Ordinance 《公司條例》

391. Directors’ report to be approved and signed
(1) A directors’ report—
(a) must be approved by the directors; and
(b) must be signed on the directors’ behalf by a director or by the company secretary.
(2) Every copy of a directors’ report laid before a company in general meeting under section 429, or sent to a member under section 430 or otherwise circulated, published or issued by the company, must state the name of the person who signed the report on the directors’ behalf.
(3) If, as respects any directors’ report a copy of which is circulated, published or issued by the company, subsection (1) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
(4) If subsection (2) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.

392. Interpretation
In this Division—
appointment period (委任期), in relation to a financial year, means the period of 28 days beginning on whichever is the earlier of the following—
(a) the date on which a copy of the reporting documents for the previous financial year is sent or provided to every member of the company under section 430(3) or 612(1)(b) (as the case may be);
(b) the last date on which a copy of the reporting documents for the previous financial year must be sent or provided to every member of the company under section 430(3) or 612(1)(b) (as the case may be);

cessation statement (停任陳述) means a statement given under section 422(1), (2) or (3) or 423(2)(a);
practice unit (執業單位) has the meaning given by section 2(1) of the Accounting and Financial Reporting Council Ordinance (Cap. 588); (Amended L.N. 66 of 2022)
statement of circumstance (情況陳述) means a statement given under section 424(a) or 425(1)(a).