Hong Kong Regulations

COMPANIES (REVISION OF ACCOUNTS AND REPORTS) REGULATION - SECT 3

Matters to be included in revised accounts

PART 2

ACCOUNTS AND REPORTS REVISED UNDER SECTION 141E OF ORDINANCE

(1) A provision of the Ordinance as to the matters to be included in the
accounts of a company applies to revised accounts, as it applies to the
original accounts, as if the revised accounts were approved by the board of
directors of the company on the date of the original accounts.

(2) Without prejudice to the generality of subsection (1), sections 123(1) and
126(1) of the Ordinance apply to revised accounts, as they apply to the
original accounts, so as to require those revised accounts to give a true and
fair view of the matters mentioned in those provisions.

(3) If the directors of a company cause the accounts of the company to be
revised under section 141E of the Ordinance by replacement, the directors
shall cause to be made in a prominent position in the revised  accounts—

   (a)  a statement that the revised accounts replace the original  accounts
        for the financial year specified in the statement;

   (b)  a statement that the revised accounts—

        (i)    are taken as having been approved by the board of directors on
               the date of the original accounts instead of the
               date of revision; and

        (ii)   accordingly do not deal with events between those 2 dates; and

   (c)  a statement as to—

        (i)    the respects in which the original accounts did not, as appears
               to the directors, comply with the Ordinance; and

        (ii)   the material revisions to the accounts that are made under
               section 141E of the Ordinance.

(4) If the directors of a company cause the accounts of the company to be
revised under section 141E of the Ordinance by supplementary note, the
directors shall cause to be made in a prominent position in the supplementary
note—

   (a)  a statement that the note—

        (i)    revises in certain respects the original accounts of the
               company; and

        (ii)   is to be treated as forming part of those accounts; and

   (b)  a statement that the revised accounts—

        (i)    are taken as having been approved by the board of directors on
               the date of the original accounts instead of the
               date of revision; and

        (ii)   accordingly do not deal with events between those 2 dates.

(5) When approving any revised accounts under section 129B(1) or 129C(2) of
the Ordinance, the board of directors of the company shall cause the date of
approval to be stated in—

   (a)  in the case of a revision by replacement, the revised accounts; or

   (b)  in the case of a revision by supplementary note, the supplementary
        note.

(6) Subject to subsection (8), a director of a company commits an offence if,
as respects any revised accounts, he fails to take all reasonable steps to
secure compliance with—

   (a)  subsection (3), (4) or (5);

   (b)  a provision of the Ordinance as to the matters to be included in those
        accounts; or

   (c)  section 123(1) or 126(1) of the Ordinance.

(7) Subject to subsection (8), if, as respects any revised  accounts, a
company fails to satisfy an obligation imposed on it by section 128(5) or (5A)
or 129(5) or (5A) of the Ordinance, the company, and every officer of the
company who is in default, commit an offence.

(8) If the shareholders of the company have agreed, for the purposes of
section 141D of the Ordinance, that that section applies with respect to a
financial year of that company, subsections (6) and (7) do not apply to any
revised accounts for that financial year.

(9) A director of a company who commits an offence under subsection

(6) is liable to imprisonment for 12 months and a fine of $300000.

(10) A person who commits an offence under subsection (7) is liable to a fine
at level 6 and, in the case of a conviction for the offence after continued
failure, to a further fine of $300 for each day during which the failure is
continued.

(11) A reference in subsection (1), (2), (6)(b) or (c) or (7) to a provision
of the Ordinance is to be construed, where the provision has been amended
after the date of the original accounts but before the date  of revision, as a
reference to the provision as in force at the date of  the original accounts.