COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION
- CHAPTER 32M

COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - LONG TITLE  
Empowering section VerDate:04/01/2002



(Cap 32, section 359A(2))

[4 January 2002]  L.N. 300 of 2001

(L.N. 249 of 2001)



COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 1
(Omitted as spent) VerDate:04/01/2002



(Omitted as spent)



COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 2
Interpretation VerDate:04/01/2002



In this Regulation, unless the context otherwise requires-
"general meeting" (大會), in relation to a listed company, means a general 
meeting in which a copy of the relevant financial documents is required to 
be laid before the company;
"notice of intent" (意願通知書) means a notice in writing which-

        (a)	is sent by an entitled person of a listed company to the 
company; and

        (b)	indicates whether the person-

        (i)	agrees to be sent a copy of the relevant financial documents 
for the purposes of a general meeting of the company; or

        (ii)	agrees to be sent a copy of the summary financial report in 
place of a copy of the relevant financial documents for the purposes of a 
general meeting of the company;
"notification" (通告) means a notification referred to in section 6.
"general meeting" (大會)
"notice of intent" (意願通知書)
"notification" (通告)


COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 3
Period specified for purposes of section 141CB of Ordinance VerDate:04/01/2002



Periods specified for purposes of Ordinance

The period specified for the purposes of section 141CB of the Ordinance 
shall be a period of 30 days beginning immediately after the date on which 
the relevant listed company sends a notification to the relevant entitled 
person.



COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 4
Period specified for purposes of section 141CC of Ordinance VerDate:04/01/2002



The period specified for the purposes of section 141CC(1) and (2) of the 
Ordinance shall be a period beginning on the first day on which the 
relevant listed company sends the relevant notification to an entitled 
person of the company and ending 30 days after the last day on which the 
company sends the notification to an entitled person of the company.



COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 5
Form and contents of summary financial reports VerDate:04/01/2002



Summary financial reports-form and contents


(1)	A summary financial report of a listed company shall contain 
all the information and particulars included in the company's balance 
sheet and profit and loss account as they appear in the relevant financial 
documents.

(2)	The balance sheet and profit and loss account referred to in 
subsection (1) of a listed company shall be the company's consolidated 
balance sheet and consolidated profit and loss account if the company is 
presenting group accounts.

(3)	In addition, a summary financial report of a listed company 
shall-

        (a)	contain such information and particulars as included in the 
directors' report of the company and specified in section 129D(3) of the 
Ordinance;

        (b)	if the auditors' report of the company contains any of the 
following statements-

        (i)	a statement that proper books of account have not been kept by 
the company;

        (ii)	a statement that proper returns adequate for the auditors' 
audit have not been received from branches of the company not visited by 
the auditors;

        (iii)	a statement that the company's balance sheet and (unless it 
is framed as a consolidated profit and loss account) profit and loss 
account referred to in subsection (1) are not in agreement with the books 
of account and returns;

        (iv)	a statement that the auditors failed to obtain all the 
information and explanations which, to the best of their knowledge and 
belief, are necessary for the purposes of their audit,
set out that statement;

        (c)	contain a statement from the company's auditors as to whether 
the auditors' report concerned is qualified or otherwise modified, and (if 
the auditors' report is qualified or otherwise modified) set out the full 
auditors' report and any further material necessary for the understanding 
of the qualification or other modification;

        (d)	contain an opinion from the company's auditors as to whether 
the summary financial report is consistent with the relevant financial 
documents from which it is derived and whether it complies with the 
requirements of this section;

        (e)	include a fair review of the development of the business of the 
company and its subsidiaries (if any) during the financial year concerned 
and of the position at the end of that year;

        (f)	include particulars of all important events which have occurred 
since the end of the financial year concerned and affected the company and 

        (if applicable) the group of companies to which the company belongs;

        (g)	indicate the likely future developments of the business of the 
company;

        (h)	include particulars specified under sections 161, 161A and 161B 
of the Ordinance;

        (i)	contain in a prominent position-

        (i)	on the front cover of the report;

        (ii)	(if there is more than one cover purporting to be the front 
cover) on every such cover;

        (iii)	(if the report has no cover or no front cover) on the first 
page of the report; or

        (iv)	(if the report has no cover and there is more than one page 
purporting to be the front page) on every such page,
	a statement to the effect that the summary financial report only 
gives a summary of the information and particulars contained in the 
company's relevant financial documents from which it is derived and an 
entitled person of the company may obtain free of charge a copy of those 
relevant financial documents;

        (j)	contain in a prominent position in the report a statement as to 
how an entitled person of the company may obtain free of charge a copy of 
the company's relevant financial documents from which the report is 
derived;

        (k)	contain in a prominent position in the report a statement as to 
the manner in which an entitled person of the company may in future notify 
the company of his wishes in relation to the sending to the person a copy 
of a summary financial report in place of a copy of the relevant financial 
documents from which it is derived; and

        (l)	state the names of the directors who have signed the report on 
behalf of the board of directors of the company.

(4)	Subject to the provisions of this Regulation, a listed company 
may specify such other requirements in relation to the form of its summary 
financial report as the company thinks fit.



COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 6
Notification from companies to entitled persons regarding provision of copies of summary financial reports VerDate:04/01/2002



Form and contents of notification used for purposes
of ascertaining wishes of entitled persons


(1)	For the purposes of ascertaining the wishes of an entitled 
person of a listed company in relation to the sending to the person, for 
the purposes of a general meeting of the company, a copy of a summary 
financial report in place of a copy of the relevant financial documents 
from which it is derived, the company may send to the person a 
notification which shall-

        (a)	include a general statement as to the contents and function of 
a summary financial report;

        (b)	contain a statement to the effect that a summary financial 
report only gives a summary of the information and particulars contained 
in the relevant financial documents from which it is derived;

        (c)	contain a statement to the effect that the person to whom the 
notification is addressed may send a notice of intent to the company 
notifying the company as to whether the person agrees to be sent a copy of 
the relevant financial documents, or agrees to be sent a copy of the 
summary financial report in place of those relevant financial documents, 
for the purposes of a general meeting of the company;

        (d)	contain a statement to the effect that a notice of intent may 
be in such form and sent in such manner as specified in the notification; 
and

        (e)	contain a statement as to the effect of sending and of not 
sending a notice of intent to the company.

(2)	Nothing in subsection (1) shall be construed as prohibiting the 
company from including in its notification such other information as the 
company thinks fit.

(3)	A notification under this section shall have attached to it a 
card or document which may be used by an entitled person of the company 
for the purposes of sending a notice of intent to the company.

(4)	If-

        (a)	a notification is in paper form; and

        (b)	the address of the entitled person of the relevant company to 
which the notification is to be sent is an address in Hong Kong,
the card or document mentioned in subsection (3) shall be a postage 
prepaid card or document, in which case the person may use it for sending 
in Hong Kong a notice of intent to the company without having to pay the 
relevant postage fee.



COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 7
Sending of notices of intent VerDate:04/01/2002



Effects of notices of intent

An entitled person of a listed company may, on his own accord or in 
response to a notification sent to the person by the company, send a 
notice of intent to the company.



COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 8
Notices of intent received not less than 15 days before relevant date of general meeting VerDate:04/01/2002




(1)	Subject to subsection (2), if a notice of intent is received by 
a listed company not less than 15 days before the relevant date of a 
general meeting of the company, the notice-

        (a)	shall have effect in respect of the meeting; and

        (b)	shall have effect in respect of any subsequent general meeting 
of the company unless and until there is a further notice of intent sent 
by the relevant entitled person to the company which has effect in respect 
of such a subsequent general meeting.

(2)	If 2 or more notices of intent are received by a listed company 
from the same entitled person not less than 15 days before the relevant 
date of a general meeting of the company, the latest of such notices 
received shall prevail.



COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 9
Notices of intent received within 14 days before relevant date of general meeting VerDate:04/01/2002




(1)	Subject to subsection (2), if a notice of intent is received by 
a listed company within 14 days before the relevant date of a general 
meeting of the company, the notice shall-

        (a)	in respect of the meeting-

        (i)	have no effect as such a notice; and

        (ii)	subject to subsection (3), be treated as a request under 
section 141CD(1) of the Ordinance; and

        (b)	have effect in respect of any subsequent general meeting of the 
company unless and until there is a further notice of intent sent by the 
relevant entitled person to the company which has effect in respect of 
such a subsequent general meeting.

(2)	If an entitled person of a listed company sends a notice of 
intent to the company within the period referred to in section 3, then, 
and notwithstanding that the notice is received by the company within 14 
days before the relevant date of a general meeting of the company, the 
notice-

        (a)	shall have effect in respect of the meeting; and

        (b)	shall have effect in respect of any subsequent general meeting 
of the company unless and until there is a further notice of intent sent 
by the person to the company which has effect in respect of such a 
subsequent general meeting.

(3)	A notice of intent received by a listed company within 14 days 
before the relevant date of a general meeting of the company shall be 
treated as a request under section 141CD(1) of the Ordinance by virtue of 
subsection (1)(a)(ii) only if-

        (a)	the notice indicates that the relevant entitled person agrees 
to be sent a copy of the relevant financial documents; and

        (b)	(i)	an earlier notice of intent which indicates that the 
person agrees to be sent a copy of the summary financial report has effect 
in respect of the meeting; or

        (ii)	a notice of intent treated by virtue of section 141CB of the 
Ordinance as having been sent by the person has effect in respect of the 
meeting.



COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 10
Notices of intent received on or after relevant date of general meeting VerDate:04/01/2002



If a notice of intent is received by a listed company on or after the 
relevant date of a general meeting of the company, the notice-

        (a)	shall have no effect in respect of the meeting; and

        (b)	shall have effect in respect of any subsequent general meeting 
of the company unless and until there is a further notice of intent sent 
by the relevant entitled person to the company which has effect in respect 
of such a subsequent general meeting.



COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 11
No notice of intent sent within period referred to in section 3 VerDate:04/01/2002




(1)	Subject to subsections (2) and (3), if an entitled person of a 
listed company does not send any notice of intent to the company within 
the period referred to in section 3, the notice of intent treated by 
virtue of section 141CB of the Ordinance as having been sent by the person-

        (a)	shall have effect in respect of the first general meeting of 
the company to be held after the sending of the relevant notification by 
the company; and

        (b)	shall have effect in respect of any subsequent general meeting 
of the company unless and until there is a further notice of intent sent 
by the person to the company which has effect in respect of such a 
subsequent general meeting.

(2)	If an entitled person of a listed company only sends a notice 
of intent to the company after the period referred to in section 3 and the 
notice is received by the company not less than 15 days before the 
relevant date of a general meeting of the company, the notice-

        (a)	shall have effect in respect of the meeting; and

        (b)	shall have effect in respect of any subsequent general meeting 
of the company unless and until there is a further notice of intent sent 
by the person to the company which has effect in respect of such a 
subsequent general meeting.

(3)	If an entitled person of a listed company only sends a notice 
of intent to the company after the period referred to in section 3 and the 
notice is received by the company within 14 days before the relevant date, 
or received by the company on or after the relevant date of a general 
meeting of the company, the notice-

        (a)	shall have no effect in respect of the meeting; and

        (b)	shall have effect in respect of any subsequent general meeting 
of the company unless and until there is a further notice of intent sent 
by the person to the company which has effect in respect of such a 
subsequent general meeting.



COMPANIES (SUMMARY FINANCIAL REPORTS OF LISTED COMPANIES) REGULATION - SECT 12
Meaning of "relevant date" for purposes of sections 8, 9, 10 and 11 VerDate:04/01/2002



For the purposes of sections 8, 9, 10 and 11, "relevant date" (有關日期), in 
relation to a general meeting of a listed company, means-

        (a)	the first day on which copies of the relevant financial 
documents required to be laid before the company in the meeting are sent 
to the entitled persons of the company; or

        (b)	if no copies of those documents mentioned in paragraph (a) are 
required to be sent to the entitled persons of the company, the first day 
on which copies of the summary financial report in relation to the meeting 
are sent to the entitled persons of the company.
"relevant date" (有關日期)