Financial Reporting Council Ordinance


Published: 2014-04-10

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Get a Day Pass for only USD$49.99.
Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 1

Chapter: 588 FINANCIAL REPORTING COUNCIL ORDINANCE Gazette Number Version Date

Long title E.R. 2 of 2014 10/04/2014


An Ordinance to provide for the establishment of a Financial Reporting Council to investigate irregularities committed
by auditors of listed corporations and of listed collective investment schemes in respect of the audit of accounts,
and irregularities committed by reporting accountants of such corporations and of such schemes in respect of the
preparation of financial reports for prospectuses or other listing documents, and to enquire into instances of non-
compliance with legal, accounting or regulatory requirements in the financial reports of such corporations and of
such schemes, for the establishment of an Audit Investigation Board to conduct such investigations, for the
appointment by the Council of a Financial Reporting Review Committee to make such enquiries, and for related
matters.


[Sections 1, 2, 3, 4, 5, 6, 7, 8, 9(e) and (h), 10, 11,

13, 14, 15, 16, 17, 18, 19, 20, 22, 39, 51, 53,
54, 56, 60, 61, 65, 67, 68, 69, 70, 71, 72, 77,
78, 79, 80, 81, 82, 83, 84 and 86 and
Schedules 1, 2, 3, 4 and 5

}
}



1 December 2006 L.N. 204 of 2006


Sections 62, 63 and 66 }

20 April 2007 L.N. 27 of 2007
Sections 9(a), (b), (c), (d), (f) and (g), 12, 21, 23,

24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35,
36, 37, 38, 40, 41, 42, 43, 44, 45, 46, 47, 48,
49, 50, 52, 55, 57, 58, 59, 73 74, 75, 76 and
85 and Schedule 6

}
}



16 July 2007 L.N. 104 of 2007


Section 64 }

14 December 2007 L.N. 188 of 2007]


(Enacting provision omitted—E.R. 2 of 2014)


(Originally 18 of 2006)

Part: 1 PRELIMINARY L.N. 204 of 2006 01/12/2006




Section: 1 Short title E.R. 2 of 2014 10/04/2014


(1) This Ordinance may be cited as the Financial Reporting Council Ordinance.
(2) (Omitted as spent—E.R. 2 of 2014)


Section: 2 Interpretation L.N. 163 of 2013 03/03/2014


(1) In this Ordinance, unless the context otherwise requires—
“appointed member” (委任成員), in relation to the Council, means a member of the Council appointed under

section 7(1)(c);
“associated undertaking” (相聯企業)—

(a) in relation to a listed corporation, means—
(i) an undertaking that is a subsidiary undertaking, as construed in accordance with Schedule 1 to

the Companies Ordinance (Cap 622), of the corporation; (Amended 28 of 2012 ss. 912 & 920)
(ii) an undertaking that is accounted for and consolidated in the accounts, or is required to be



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 2

accounted for and consolidated in the next accounts, of the corporation as a subsidiary for the
purposes of—
(A) the standards of accounting practices issued or specified, or deemed to be issued or

specified, under section 18A of the Professional Accountants Ordinance (Cap 50), as in
force at the material time;

(B) the International Financial Reporting Standards issued by the International Accounting
Standards Board, as in force at the material time;

(C) the Listing Rules; or
(D) any generally acceptable accounting principles allowed for usage under the Listing Rules;

(iii) an undertaking in which the corporation has an interest (whether held by that corporation directly
or indirectly through any other corporation or corporations) that is accounted for by that
corporation in its accounts using the method generally known as equity accounting; or

(iv) a corporation a substantial shareholder of which is also a substantial shareholder of the
corporation;

(b) in relation to a listed collective investment scheme, means—
(i) an undertaking that is accounted for and consolidated in the accounts, or is required to be

accounted for and consolidated in the next accounts, of the scheme as a subsidiary for the
purposes of—
(A) the standards of accounting practices issued or specified, or deemed to be issued or

specified, under section 18A of the Professional Accountants Ordinance (Cap 50), as in
force at the material time;

(B) the International Financial Reporting Standards issued by the International Accounting
Standards Board, as in force at the material time;

(C) the Listing Rules; or
(D) any generally acceptable accounting principles allowed for usage under the Listing Rules;

or
(ii) an undertaking in which the scheme has an interest (whether held by that scheme directly or

indirectly through any other corporation or corporations) that is accounted for by that scheme in
its accounts using the method generally known as equity accounting;

“audit” (審計)—
(a) in relation to the accounts of a listed corporation, means an audit of those accounts required for the

purposes of the relevant Ordinance or the Companies Ordinance (Cap 622), as in force at the material
time, or the Listing Rules; (Amended 28 of 2012 ss. 912 & 920)

(b) in relation to the accounts of a listed collective investment scheme, means an audit of those accounts
required for the purposes of the relevant code or the Listing Rules;

(c) in relation to the accounts of a relevant undertaking of a listed entity, means—
(i) in the case where an audit of those accounts is required for the purposes of the relevant

Ordinance or the Companies Ordinance (Cap 622), or the corporate law of a place outside Hong
Kong, as in force at the material time, such an audit so required; (Amended 28 of 2012 ss. 912 &
920)

(ii) in any other case, the audit of those accounts, regardless of whether or not required for the
purposes of any constitutional instrument of the undertaking;

“audit working paper” (審計工作材料) means a record, or document, that is prepared, or obtained and retained,
by or on behalf of an auditor for, or in connection with, the auditor’s performance of his functions relating to
an audit of accounts;

“auditor” (核數師)—
(a) in relation to a listed corporation—

(i) means a person appointed to be an auditor of the corporation for the purposes of the relevant
Ordinance or the Companies Ordinance (Cap 622), as in force at the material time, or the Listing
Rules, regardless of whether or not the person is qualified for the appointment; and (Amended
28 of 2012 ss. 912 & 920)

(ii) includes—
(A) if the person so appointed is an individual, an employee or agent of that person involved in



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 3

the audit of the accounts of the corporation;
(B) if the person so appointed is a partnership, a partner, employee or agent of that person

involved in the audit of the accounts of the corporation; and
(C) if the person so appointed is a corporation, a member, director, employee or agent of that

person involved in the audit of the accounts of the corporation;
(b) in relation to a listed collective investment scheme—

(i) means a person appointed to be an auditor of the scheme for the purposes of the relevant code or
the Listing Rules, regardless of whether or not the person is qualified for the appointment; and

(ii) includes—
(A) if the person so appointed is an individual, an employee or agent of that person involved in

the audit of the accounts of the scheme;
(B) if the person so appointed is a partnership, a partner, employee or agent of that person

involved in the audit of the accounts of the scheme; and
(C) if the person so appointed is a corporation, a member, director, employee or agent of that

person involved in the audit of the accounts of the scheme;
(c) in relation to a relevant undertaking or associated undertaking of a listed entity, or an undertaking that

was formerly an associated undertaking of a listed entity—
(i) means—

(A) in the case where an auditor of the undertaking is required to be appointed for the purposes
of the relevant Ordinance or the Companies Ordinance (Cap 622), or the corporate law of a
place outside Hong Kong, as in force at the material time, a person appointed to be such an
auditor, regardless of whether or not the person is qualified for the appointment;
(Amended 28 of 2012 ss. 912 & 920)

(B) in any other case, a person appointed to be an auditor of the undertaking—
(I) regardless of whether or not the person is appointed for the purposes of any

constitutional instrument of the undertaking; and
(II) regardless of whether or not the person is qualified for the appointment; and

(ii) includes—
(A) if the person so appointed is an individual, an employee or agent of that person involved in

the audit of the accounts of the undertaking;
(B) if the person so appointed is a partnership, a partner, employee or agent of that person

involved in the audit of the accounts of the undertaking; and
(C) if the person so appointed is a corporation, a member, director, employee or agent of that

person involved in the audit of the accounts of the undertaking;
“authorized institution” (認可機構) means an authorized institution within the meaning of section 2(1) of the

Banking Ordinance (Cap 155);
“books” (簿冊) includes accounts and accounting information, however compiled or stored, and whether recorded

in a legible form or recorded otherwise than in a legible form but is capable of being reproduced in a legible
form;

“collective investment scheme” (集體投資計劃) means a collective investment scheme within the meaning of
section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571);

“Commissioner of Inland Revenue” (稅務局局長) means the Commissioner of Inland Revenue appointed under
the Inland Revenue Ordinance (Cap 112);

“company” (公司) means a company within the meaning of section 2(1) of the Companies Ordinance (Cap 622);
(Amended 28 of 2012 ss. 912 & 920)

“controller” (控權人) means a person who is an indirect controller, or a majority shareholder controller, within the
meaning of section 2(1) of the Banking Ordinance (Cap 155);

“corporation” (法團) means a company or other body corporate incorporated either in Hong Kong or elsewhere;
“Council” (財務匯報局) means the Financial Reporting Council established by section 6(1);
“debenture” (債權證) means a debenture within the meaning of section 1 of Part 1 of Schedule 1 to the Securities

and Futures Ordinance (Cap 571);
“director” (董事) includes a shadow director and any person occupying the position of director by whatever name



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 4

called;
“Director of Audit” (審計署署長) means the Director of Audit appointed under section 3 of the Audit Ordinance

(Cap 122);
“document” (文件) includes—

(a) any register, books and tape recording;
(b) any input or output, in whatever form, into or from an information system; and
(c) any other document or similar material (whether produced mechanically, electronically, magnetically,

optically, manually or by any other means);
“function” (職能) includes a power and a duty;
“HKEC” (交易結算公司) means the company incorporated, and registered by the name Hong Kong Exchanges

and Clearing Limited, under the relevant Ordinance; (Amended 28 of 2012 ss. 912 & 920)
“HKICPA” (香港會計師公會) means the Hong Kong Institute of Certified Public Accountants incorporated by

section 3 of the Professional Accountants Ordinance (Cap 50);
“ Independent Commission Against Corruption” (廉政公署 ) means the Independent Commission Against

Corruption established by section 3 of the Independent Commission Against Corruption Ordinance (Cap 204);
“information” (資料) includes data, text, images, sound codes, computer programmes, software and databases, and

any combination thereof;
“information system” (資訊系統) means an information system within the meaning of section 2(1) of the

Electronic Transactions Ordinance (Cap 553);
“Insurance Authority” (保險業監督) means the Insurance Authority appointed under section 4(1) of the Insurance

Companies Ordinance (Cap 41);
“Investigation Board” (調查委員會) means the Audit Investigation Board established by section 22(1);
“lay person” (業外人士) means a person who is not—

(a) a certified public accountant within the meaning of the Professional Accountants Ordinance (Cap 50);
or

(b) a member of an accountancy body that is a member of the International Federation of Accountants;
“listing document” (上市文件)—

(a) in relation to a listed corporation, means—
(i) a prospectus; or
(ii) a document issued for the purposes of the Listing Rules that—

(A) offers any securities issued by the corporation to the public for subscription, or purchase,
for a consideration; or

(B) is calculated to invite offers by the public to subscribe for, or purchase, for a consideration
any securities issued by the corporation;

(b) in relation to a listed collective investment scheme, means a document issued for the purposes of the
relevant code or the Listing Rules that—
(i) offers any interests in the scheme to the public for acquisition for a consideration;
(ii) offers the scheme to the public for participation for a consideration; or
(iii) is calculated to invite offers by the public to acquire for a consideration any interests, or

participate for a consideration, in the scheme;
“Listing Rules” (《上市規則》) means—

(a) the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited; or
(b) the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange

of Hong Kong Limited,
approved by the Securities and Futures Commission under section 24 of the Securities and Futures Ordinance
(Cap 571), and as in force at the material time;

“manager” (管理人), in relation to a listed collective investment scheme, means the person who is responsible, for
the purposes of the relevant code or the Listing Rules, for the operation, and the management of the property, of
the scheme for the benefit of those who hold interests in the scheme;

“Mandatory Provident Fund Schemes Authority” (強積金管理局) means the Mandatory Provident Fund Schemes
Authority established by section 6(1) of the Mandatory Provident Fund Schemes Ordinance (Cap 485);



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 5

“Market Misconduct Tribunal” (市場失當行為審裁處) means the Market Misconduct Tribunal established by
section 251(1) of the Securities and Futures Ordinance (Cap 571);

“Monetary Authority” (金融管理專員) means the Monetary Authority appointed under section 5A(1) of the
Exchange Fund Ordinance (Cap 66);

“officer” (高級人員)—
(a) in relation to a corporation, means a director, manager or secretary of, or any other person involved in

the management of, the corporation; or
(b) in relation to an unincorporated association or partnership, means any member of the governing body

of, or any other person involved in the management of, the association or partnership;
“Official Receiver” (破產管理署署長) means the Official Receiver appointed under section 75(1) of the

Bankruptcy Ordinance (Cap 6);
“possession” (管有), in relation to any matter, includes custody, control and power of or over the matter;
“prospectus” (招股章程) means a prospectus within the meaning of section 2(1) of the Companies (Winding Up

and Miscellaneous Provisions) Ordinance (Cap 32); (Amended 28 of 2012 ss. 912 & 920)
“public officer” (公職人員)—

(a) means a person holding an office of emolument under the Government, whether such office be
permanent or temporary; but

(b) does not include—
(i) a person holding such an office by virtue only of being the chairman of a board or tribunal

established under an Ordinance; or
(ii) a person who is a judicial officer for the purpose of section 2 of the Judicial Officers

Recommendation Commission Ordinance (Cap 92) or a judicial officer appointed by the Chief
Justice;

“record” (紀錄) means any record of information (however compiled or stored) and includes—
(a) any books, deed, contract, agreement, voucher and receipt;
(b) any document or other material used with or produced by an information system;
(c) any information that is recorded otherwise than in a legible form but is capable of being reproduced in

a legible form;
(d) any document, disc, tape, sound track or other device in which sounds or other data (not being visual

images) are embodied so as to be capable (with or without the aid of other equipment) of being
reproduced; and

(e) any film (including a microfilm), disc, tape or other device in which visual images are embodied so as
to be capable (with or without the aid of other equipment) of being reproduced;

“Registrar of Companies” (公司註冊處處長) means the Registrar of Companies appointed under section 21(1) of
the Companies Ordinance (Cap 622); (Amended 28 of 2012 ss. 912 & 920)

“related person” (有關連人士), in relation to the Council, means—
(a) a person employed by the Council under section 10; or
(b) a person appointed as a consultant, agent or adviser of the Council under section 10;

“relevant code” (有關守則) means a code or guideline published under section 399 of the Securities and Futures
Ordinance (Cap 571) for providing guidance in relation to the operation of section 104 of that Ordinance, and as
in force at the material time;

“relevant financial report” (有關財務報告)—
(a) except in relation to sections 5(2) and 50, has the meaning assigned to it by Part 1 of Schedule 1;
(b) in relation to sections 5(2) and 50, has the meaning assigned to it by Part 2 of Schedule 1;

relevant Ordinance (《有關條例》) means the Companies Ordinance (Cap 32) as in force from time to time before
the commencement date* of section 2 of Schedule 9 to the Companies Ordinance (Cap 622); (Added 28 of 2012
ss. 912 & 920)

“relevant requirement” (有關規定)—
(a) except in relation to sections 5(2) and 50, has the meaning assigned to it by Part 1 of Schedule 1;
(b) in relation to sections 5(2) and 50, has the meaning assigned to it by Part 2 of Schedule 1;

“relevant time” (有關期間)—



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 6

(a) in relation to an auditor’s report on the audit of the accounts of a listed entity, means any time,
whether before, on or after the commencement of section 4, during which the entity is or was listed;

(b) in relation to a listing document issued by or on behalf of a listed entity, means any time, whether
before, on or after the commencement of section 4, since the entity was formed;

(c) in relation to a relevant financial report of a listed entity (other than a specified report), means any
time, whether before, on or after the commencement of section 5, during which the entity is or was
listed;

“relevant undertaking” (有關企業)—
(a) in relation to a listed corporation, means an undertaking that is, or was at the material time—

(i) a subsidiary undertaking, as construed in accordance with Schedule 1 to the Companies
Ordinance (Cap 622), of the corporation; or (Amended 28 of 2012 ss. 912 & 920)

(ii) an undertaking that is required to be accounted for and consolidated in the accounts, or the next
accounts, of the corporation as a subsidiary for the purposes of—
(A) the standards of accounting practices issued or specified, or deemed to be issued or

specified, under section 18A of the Professional Accountants Ordinance (Cap 50), as in
force at the material time;

(B) the International Financial Reporting Standards issued by the International Accounting
Standards Board, as in force at the material time;

(C) the Listing Rules; or
(D) any generally acceptable accounting principles allowed for usage under the Listing Rules;

(b) in relation to a listed collective investment scheme, means an undertaking that is, or was at the material
time, an undertaking that is required to be accounted for and consolidated in the accounts, or the next
accounts, of the scheme as a subsidiary for the purposes of—
(i) the standards of accounting practices issued or specified, or deemed to be issued or specified,

under section 18A of the Professional Accountants Ordinance (Cap 50), as in force at the
material time;

(ii) the International Financial Reporting Standards issued by the International Accounting Standards
Board, as in force at the material time;

(iii) the Listing Rules; or
(iv) any generally acceptable accounting principles allowed for usage under the Listing Rules;

“reporting accountant” (匯報會計師)—
(a) in relation to a listed corporation—

(i) means a person appointed for the purposes of paragraph 43 of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), or the Listing
Rules, to prepare a specified report required for a listing document issued by or on behalf of the
corporation, regardless of whether or not the person is qualified for the appointment; and
(Amended 28 of 2012 ss. 912 & 920)

(ii) includes—
(A) if the person so appointed is an individual, an employee or agent of that person involved in

the preparation of the specified report;
(B) if the person so appointed is a partnership, a partner, employee or agent of that person

involved in the preparation of the specified report; and
(C) if the person so appointed is a corporation, a member, director, employee or agent of that

person involved in the preparation of the specified report;
(b) in relation to a listed collective investment scheme—

(i) means a person appointed for the purposes of the relevant code or the Listing Rules to prepare a
specified report required for a listing document issued by or on behalf of the scheme, regardless
of whether or not the person is qualified for the appointment; and

(ii) includes—
(A) if the person so appointed is an individual, an employee or agent of that person involved in

the preparation of the specified report;
(B) if the person so appointed is a partnership, a partner, employee or agent of that person

involved in the preparation of the specified report; and



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 7

(C) if the person so appointed is a corporation, a member, director, employee or agent of that
person involved in the preparation of the specified report;

“responsible person” (負責人), in relation to a listed collective investment scheme, means—
(a) the manager of the scheme; or
(b) the person appointed as the trustee, or custodian, of the property of the scheme;

“Review Committee” (檢討委員會) means a Financial Reporting Review Committee appointed under section
40(1)(b);

“Review Panel” (檢討委員團) means the Financial Reporting Review Panel appointed under section 39(1);
“Secretary” (局長) means the Secretary for Financial Services and the Treasury;
“securities” (證券)—

(a) means—
(i) shares, stocks, debentures, loan stocks, funds, bonds or notes;
(ii) rights, options or interests (whether described as units or otherwise) in, or in respect of, shares,

stocks, debentures, loan stocks, funds, bonds or notes;
(iii) certificates of interest or participation in, temporary or interim certificates for, receipts for, or

warrants to subscribe for or purchase, shares, stocks, debentures, loan stocks, funds, bonds or
notes;

(iv) interests, rights or property, whether in the form of an instrument or otherwise, commonly known
as securities;

(v) interests, rights or property that is interests, rights or property, or is of a class or description of
interests, rights or property, prescribed by notice under section 392 of the Securities and Futures
Ordinance (Cap 571) as being regarded as securities in accordance with the terms of the notice;
but

(b) does not include—
(i) any negotiable receipt or other negotiable certificate or document evidencing the deposit of a

sum of money, or any rights or interest arising under the receipt, certificate or document;
(ii) any bill of exchange within the meaning of section 3 of the Bills of Exchange Ordinance (Cap

19) and any promissory note within the meaning of section 89 of that Ordinance;
(iii) interests, rights or property that is interests, rights or property, or is of a class or description of

interests, rights or property, prescribed by notice under section 392 of the Securities and Futures
Ordinance (Cap 571) as not being regarded as securities in accordance with the terms of the
notice;

“Securities and Futures Commission” (證監會) means the Securities and Futures Commission referred to in
section 3(1) of the Securities and Futures Ordinance (Cap 571);

“shadow director” (幕後董事) means a person in accordance with whose directions or instructions the directors of
a corporation are accustomed or obliged to act, but a person shall not be regarded as a shadow director by reason
only of the fact that the directors act on advice given by him in a professional capacity;

“share” (股份) means any share in the share capital of a corporation;
“specified authority” (指明當局)—

(a) means—
(i) an authority, or regulatory organization, whether in Hong Kong or elsewhere; or
(ii) an accountancy body, whether in Hong Kong or elsewhere, that is a member of the International

Federation of Accountants; but
(b) does not include a specified enforcement agency;

“specified body” (指明團體) means a specified authority or a specified enforcement agency;
“specified enforcement agency” (指明執行機構) means—

(a) the Commissioner of Police of Hong Kong;
(b) the Commissioner of the Independent Commission Against Corruption;
(c) the HKICPA;
(d) the HKEC;
(e) the Securities and Futures Commission;
(f) the Registrar of Companies;



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 8

(g) the Monetary Authority;
(h) the Insurance Authority;
(i) the Commissioner of Inland Revenue;
(j) the Official Receiver;
(k) the Mandatory Provident Fund Schemes Authority; or
(l) the Market Misconduct Tribunal;

“specified report” (指明報告)—
(a) in relation to a prospectus issued by or on behalf of a listed corporation, means any report, specified in

Part II of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap 32), that is required under section 38 or 342 of that Ordinance to be set out in the prospectus;
(Amended 28 of 2012 ss. 912 & 920)

(b) in relation to a listing document (other than a prospectus) issued by or on behalf of a listed entity,
means any report on the profits and losses of, the assets and liabilities of, and other financial
information on—
(i) the entity; or
(ii) a business or undertaking to be acquired, or disposed of, by the entity,
that is required for inclusion in the listing document issued for the purposes of the relevant code or the
Listing Rules;

“substantial shareholder” (大股東) means a substantial shareholder within the meaning of section 6 of Part 1 of
Schedule 1 to the Securities and Futures Ordinance (Cap 571);

“undertaking” (企業) includes an unincorporated association carrying on a trade or business (whether or not for
profit), a corporation and a partnership.
(2) In this Ordinance, a reference to the performance of a function includes the exercise of a power and the

discharge of a duty.
(3) In this Ordinance, a reference to the interest of the investing public does not include any interest the taking

into consideration of which is or is likely to be contrary to the public interest.
_________________________________________________________________________________
Note:
* Commencement date : 3 March 2014.

Section: 3 Listed entity L.N. 204 of 2006 01/12/2006


(1) In this Ordinance—
“listed collective investment scheme” (上市集體投資計劃) means a collective investment scheme that is or has

been listed and includes the collective investment scheme before it is or was listed;
“listed corporation” (上市法團) means a corporation that is or has been listed and includes the corporation before

it is or was listed;
“listed entity” (上市實體) means a listed corporation or a listed collective investment scheme.

(2) For the purposes of this Ordinance—
(a) a corporation is listed if any securities issued by the corporation are listed on a recognized stock

market; and
(b) a collective investment scheme is listed if any interests in the scheme are listed on a recognized stock

market.
(3) For the purposes of subsection (2)(a)—

(a) the securities issued by a corporation are taken to be listed on a recognized stock market if, on the
application of the corporation or of a holder of the securities, the company operating the market has
agreed to allow, subject to the requirements of the Securities and Futures Ordinance (Cap 571),
dealings in those securities to take place on the market; and

(b) if, after the securities are taken to be listed on a recognized stock market by virtue of paragraph (a),
dealings in those securities on the market are suspended, the suspension does not affect the operation
of that paragraph in relation to those securities.

(4) For the purposes of subsection (2)(b)—
(a) the interests in a collective investment scheme are taken to be listed on a recognized stock market if,



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 9

on the application of a responsible person of the scheme, the company operating the market has agreed
to allow, subject to the requirements of the Securities and Futures Ordinance (Cap 571), dealings in
those interests to take place on the market; and

(b) if, after the interests are taken to be listed on a recognized stock market by virtue of paragraph (a),
dealings in those interests on the market are suspended, the suspension does not affect the operation of
that paragraph in relation to those interests.

(5) In this section—
“dealing” (交易), in relation to securities issued by a corporation or interests in a collective investment scheme,

means, whether as principal or agent, making or offering to make an agreement with another person, or inducing
or attempting to induce another person, to enter into or to offer to enter into an agreement—

(a) for or with a view to acquiring, disposing of, subscribing for or underwriting such securities or
interests; or

(b) the purpose or pretended purpose of which is to secure a profit to any of the parties—
(i) from the yield of such securities or interests; or
(ii) by reference to fluctuations in the value of such securities or interests;

“recognized stock market” (認可證券市場) means a stock market operated by a company recognized as an
exchange company under section 19(2) of the Securities and Futures Ordinance (Cap 571).


Section: 4 Relevant irregularity L.N. 163 of 2013 03/03/2014


(1) In this Ordinance, “relevant irregularity” (有關不當行為) means an auditing irregularity or a reporting
irregularity.

(2) For the purposes of this Ordinance—
(a) there is an auditing irregularity in relation to a listed entity if, in respect of the audit of the accounts of

the entity set out in subsection (7), a specified event under subsection (3), (4), (5) or (6) has occurred
in relation to the auditor of the entity at the material time; and

(b) there is a reporting irregularity in relation to a listed entity if, in respect of the preparation of a
specified report required for a listing document issued at the relevant time by or on behalf of the entity,
a specified event under subsection (3), (4), (5) or (6) has occurred in relation to the reporting
accountant of the entity at the material time.

(3) A specified event has occurred in relation to an auditor or reporting accountant of a listed entity, if the
auditor or reporting accountant—

(a) falsified or caused to be falsified a document;
(b) made a statement, in respect of a document, that was material and that he knew to be false or did not

believe to be true;
(c) has been negligent in the conduct of his profession;
(d) has been guilty of professional misconduct; or
(e) did or omitted to do something that, were the auditor or reporting accountant an individual certified

public accountant, would reasonably be regarded as bringing or likely to bring discredit upon the
auditor or reporting accountant himself, the HKICPA or the accountancy profession.

(4) Without prejudice to the generality of subsection (3), where the auditor or reporting accountant is a
corporate practice, a specified event has also occurred in relation to the auditor or reporting accountant if—

(a) the auditor or reporting accountant—
(i) failed to comply with a requirement referred to in section 28D(6)(a) or (7) of the Professional

Accountants Ordinance (Cap 50);
(ii) ceased or failed to comply with a requirement of section 28D(2)(b) or (c) of that Ordinance

applicable to the practice;
(iii) rendered any service under a company name other than the name that then appeared in relation to

the practice in the CPA register;
(iv) practised accountancy as such a practice without being covered by professional indemnity

insurance at all or to the extent required by that Ordinance;
(v) failed or neglected to observe, maintain or otherwise apply a professional standard; or
(vi) refused or neglected to comply with the provisions of any bylaw or rule made or any direction



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 10

lawfully given by the HKICPA Council; or
(b) a director (who is a certified public accountant) of the auditor or reporting accountant—

(i) rendered any service as, or purporting to be, a director of a company whose name did not, at the
time when the service was rendered, appear in Part II of the CPA register; or

(ii) practised accountancy as such a director at a time when the auditor or reporting accountant was
covered by professional indemnity insurance either not at all or not to the extent required by the
Professional Accountants Ordinance (Cap 50).

(5) Without prejudice to the generality of subsection (3), where the auditor or reporting accountant is a certified
public accountant, a specified event has also occurred in relation to the auditor or reporting accountant if the auditor or
reporting accountant—

(a) failed or neglected to observe, maintain or otherwise apply a professional standard; or
(b) refused or neglected to comply with the provisions of any bylaw or rule made or any direction lawfully

given by the HKICPA Council.
(6) Without prejudice to the generality of subsection (3), where the auditor or reporting accountant is a firm of

certified public accountants (practising), a specified event has also occurred in relation to the auditor or reporting
accountant if the auditor or reporting accountant—

(a) failed or neglected to observe, maintain or otherwise apply a professional standard;
(b) refused or neglected to comply with the provisions of any bylaw or rule made or any direction lawfully

given by the HKICPA Council; or
(c) rendered any service under a firm name other than the name that then appeared in relation to the firm

in the CPA register.
(7) The accounts of a listed entity referred to in subsection (2)(a) are—

(a) in the case where the entity was a listed corporation, those a copy of the auditor’s report on which—
(i) was sent at the relevant time under section 129G(1) of the relevant Ordinance or section 430 of

the Companies Ordinance (Cap 622); or (Amended 28 of 2012 ss. 912 & 920)
(ii) was issued, circulated, published or distributed at the relevant time for the purposes of the Listing

Rules;
(b) in the case where the entity was a listed collective investment scheme, those a copy of the auditor’s

report on which was issued, circulated, published or distributed at the relevant time for the purposes of
the relevant code or the Listing Rules.

(8) In this section—
“certified public accountant” (會計師) means a certified public accountant within the meaning of section 2 of the

Professional Accountants Ordinance (Cap 50);
“certified public accountant (practising)” (執業會計師) means a certified public accountant (practising) within the

meaning of section 2 of the Professional Accountants Ordinance (Cap 50);
“corporate practice” (執業法團) means a corporate practice within the meaning of section 2 of the Professional

Accountants Ordinance (Cap 50);
“CPA register” (註冊紀錄冊) means the register of certified public accountants kept under section 22 of the

Professional Accountants Ordinance (Cap 50);
“HKICPA Council” (理事會) means the Council of the HKICPA established by section 10(1) of the Professional

Accountants Ordinance (Cap 50);
“professional indemnity insurance” (專業彌償保險 ) means a professional indemnity insurance within the

meaning of section 2 of the Professional Accountants Ordinance (Cap 50);
“professional standard” (專業標準) means any of the professional standards within the meaning of section 2 of the

Professional Accountants Ordinance (Cap 50).

Section: 5 Relevant non-compliance L.N. 204 of 2006 01/12/2006


(1) For the purposes of this Ordinance (except section 50), there is a relevant non-compliance in relation to a
listed entity if a relevant financial report, within the meaning of Part 1 of Schedule 1, of the entity has not complied
with a relevant requirement, within the meaning of Part 1 of that Schedule, that applies to the report.

(2) For the purposes of section 50, there is a relevant non-compliance in relation to a listed corporation if a



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 11

relevant financial report, within the meaning of Part 2 of Schedule 1, of the corporation has not complied with a
relevant requirement, within the meaning of Part 2 of that Schedule, that applies to the report.

Part: 2 FINANCIAL REPORTING COUNCIL L.N. 204 of 2006 01/12/2006




Section: 6 Establishment of Financial Reporting Council L.N. 204 of 2006 01/12/2006


(1) There is established by this section a body corporate with the corporate name of “Financial Reporting
Council” in English and “財務匯報局” in Chinese.

(2) The Council—
(a) has perpetual succession under its corporate name;
(b) shall provide itself with a common seal; and
(c) is capable of suing and being sued in its corporate name.

(3) The Council is not a servant or agent of the Government and does not enjoy any status, immunity or
privilege of the Government.

Section: 7 Composition of Council L.N. 204 of 2006 01/12/2006


(1) The Council is to consist of—
(a) the Registrar of Companies, or a person appointed by the Registrar, in writing, as his representative, as

an ex officio member;
(b) the Chief Executive Officer of the Council, as an ex officio member; and
(c) subject to subsection (2), the following members—

(i) one member appointed by the Chief Executive on the nomination of the Securities and Futures
Commission;

(ii) one member appointed by the Chief Executive on the nomination of the HKEC;
(iii) one member appointed by the Chief Executive on the nomination of the HKICPA; and
(iv) not fewer than 4, and not more than 6, other members appointed by the Chief Executive from

amongst persons who either because of their experience in accounting, auditing, finance,
banking, law, administration or management, or because of their professional or occupational
experience, appear to the Chief Executive to be suitable for such appointment.

(2) The number of members of the Council who are lay persons is to exceed the number of those who are not.
(3) A public officer is not eligible for appointment under subsection (1)(c).
(4) The Chief Executive shall appoint, from amongst the appointed members of the Council who are lay

persons, the Chairman of the Council.
(5) The Chief Executive shall give notice of each appointment under subsection (1)(c) or (4) by notice

published in the Gazette.
(6) The Council may perform any of its functions, and its proceedings are valid, despite—

(a) a vacancy in the membership of the Council;
(b) a defect in the appointment or qualification of a person purporting to be a member of the Council; or
(c) a minor irregularity in the convening of any meeting of the Council.

(7) Schedule 2 has effect with respect to the Council and its members.

Section: 8 Chief Executive Officer L.N. 204 of 2006 01/12/2006


(1) The Chief Executive shall appoint a person to be the Chief Executive Officer of the Council.
(2) A public officer is not eligible for appointment under subsection (1).
(3) The Chief Executive shall give notice of an appointment under subsection (1) by notice published in the

Gazette.
(4) The Chief Executive Officer of the Council—

(a) is the administrative head of the Council and is responsible, subject to the direction of the Council, for
administering the affairs of the Council; and



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 12

(b) has, subject to that direction, such other responsibilities as may be assigned by the Council.
(5) Schedule 3 has effect with respect to the Chief Executive Officer of the Council.


Section: 9 Functions of Council L.N. 104 of 2007 16/07/2007


The functions of the Council are—
(a) to receive complaints concerning—

(i) relevant irregularities in relation to listed entities; and
(ii) relevant non-compliances in relation to listed entities;

(b) to investigate, in response to a complaint or otherwise—
(i) relevant irregularities in relation to listed entities; and
(ii) the question whether or not there are any relevant irregularities in relation to listed entities;

(c) to enquire, in response to a complaint or otherwise, into—
(i) relevant non-compliances in relation to listed entities; and
(ii) the question whether or not there are any relevant non-compliances in relation to listed entities;

(d) with respect to each of the investigations or enquiries, to decide on, and carry out, the appropriate
action in accordance with this Ordinance;

(e) to approve and oversee the policies and activities of the Investigation Board, a Review Committee, and
a committee established by the Council;

(f) to refer to a specified body any case or complaint concerning—
(i) a relevant irregularity in relation to a listed entity; or
(ii) a relevant non-compliance in relation to a listed entity;

(g) to provide assistance to a specified body on the body’s investigation or enquiry into, or dealing with,
any case or complaint concerning—
(i) a relevant irregularity in relation to a listed entity; or
(ii) a relevant non-compliance in relation to a listed entity; and

(h) to perform such other functions as are imposed on the Council under this or any other Ordinance.

Section: 10 Powers of Council L.N. 204 of 2006 01/12/2006


(1) The Council may do all such things as are necessary for, or incidental or conducive to, the performance of
its functions.

(2) Without prejudice to the generality of subsection (1), the Council may—
(a) employ persons to assist the Council, the Investigation Board, a Review Committee, a committee

established by the Council, or any or all of them, in the performance of its or their functions;
(b) appoint persons as consultants, agents or advisers to assist the Council, the Investigation Board, a

Review Committee, a committee established by the Council, or any or all of them, in the performance
of its or their functions;

(c) hold, acquire, lease, sell, charge, dispose of or otherwise deal with all kinds of property, whether
movable or immovable;

(d) enter into, carry out, assign or accept the assignment of, vary or rescind, any contract, agreement,
memorandum of understanding or other obligation;

(e) with the approval of the Secretary, borrow money on security or other conditions;
(f) accept gifts;
(g) receive and expend moneys;
(h) publish or otherwise make available materials indicating to the public any matter relating or incidental

to the performance by the Council of any of its functions;
(i) do all such things as the Council thinks fit in respect of its administration and management; and
(j) exercise such other powers as are conferred on the Council under this or any other Ordinance.


Section: 11 Delegations L.N. 204 of 2006 01/12/2006


(1) Subject to subsection (2), the Council may delegate, in writing, any of its functions to—



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 13

(a) a member of the Council;
(b) a committee established by the Council; or
(c) an employee of the Council, whether by reference to his name or to the office held by him.

(2) The Council shall not delegate any of its functions under subsection (1), sections 9(b), (c), (d), (e), (f) and
(g), 10(2)(e), 12, 13, 17(2) and (3), 18(2), 20(1) and 53(5), Parts 3 and 4, and section 8(1), (2) and (3) of Schedule 2.

(3) If the Council delegates a function under this section, it may at the same time authorize the delegate to sub-
delegate the function.

(4) The Council may—
(a) revoke a delegation, or an authorization in respect of a sub-delegation, under this section;
(b) attach restrictions or conditions to a delegation under this section; or
(c) attach restrictions or conditions to an authorization in respect of a sub-delegation under this section,

including those on the exercise of power to sub-delegate.
(5) A delegation or sub-delegation under this section does not prevent the Council or its delegate from

concurrently performing the function delegated or sub-delegated.
(6) If a person purports to act pursuant to a delegation or sub-delegation under this section, he is presumed,

unless the contrary is proved, to be acting in accordance with the terms of the delegation or sub-delegation.
(7) Without prejudice to subsection (5), if there is a delegation or sub-delegation under this section in respect of

a function of the Council, any reference in this or any other Ordinance to the Council in connection with the
performance of the function is, unless the context otherwise requires, to be construed accordingly.

Section: 12 Assistance, etc. to specified authorities under certain

circumstances
L.N. 104 of 2007 16/07/2007



(1) If the Council is of the opinion that the conditions in subsection (2) are satisfied, it may, subject to
subsections (4) and (5)—

(a) refer to a specified authority any case or complaint concerning—
(i) a relevant irregularity in relation to a listed entity; or
(ii) a relevant non-compliance in relation to a listed entity; and

(b) provide assistance to a specified authority on the authority’s investigation or enquiry into, or dealing
with, any case or complaint concerning—
(i) a relevant irregularity in relation to a listed entity; or
(ii) a relevant non-compliance in relation to a listed entity.

(2) The conditions are—
(a) the referral, or the provision of assistance, will enable or assist the specified authority to perform its

functions; and
(b) it is not contrary to the interest of the investing public or to the public interest that the case or

complaint should be referred or the assistance should be provided.
(3) In forming an opinion on the conditions set out in subsection (2) for the purposes of subsection (1)(b), the

Council shall take into account—
(a) whether or not the specified authority will pay to the Council any of the costs and expenses incurred in

providing the assistance; and
(b) whether or not the specified authority will be able and willing to provide reciprocal assistance.

(4) If the specified authority falls within paragraph (a)(i) of the definition of “specified authority” in section
2(1), the Council shall satisfy itself that—

(a) the authority—
(i) performs any function similar to a function of the Council under section 9(a), (b), (c) or (d); or
(ii) regulates, supervises or investigates—

(A) accountants;
(B) banking, insurance or other financial services; or
(C) the affairs of corporations;

(b) the authority is subject to adequate secrecy provisions; and
(c) the case or complaint is referred, or the assistance is provided—

(i) with a view to the authority’s performance of any of its regulatory, supervisory or investigatory



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 14

function; or
(ii) otherwise for the purpose of such function.

(5) If the specified authority falls within paragraph (a)(ii) of the definition of “specified authority” in section
2(1), the Council shall satisfy itself that—

(a) the authority is subject to adequate secrecy provisions; and
(b) the case or complaint is referred, or the assistance is provided—

(i) with a view to the authority’ s taking of any disciplinary action, or conducting of any
investigation, against any of the members of the authority; or

(ii) otherwise for the purpose of such action or investigation.
(6) If the Council has, for the purposes of subsection (4) or (5), satisfied itself that a specified authority falls

within subsection (4)(a) and (b) or (5)(a), the Council shall as soon as practicable thereafter cause the name of the
authority to be published in the Gazette.

(7) Despite anything in this Ordinance, if—
(a) a person is required—

(i) to give an explanation, or make a statement, under section 27;
(ii) to give an answer or response to any question under section 28;
(iii) to give an explanation or further particulars under section 28;
(iv) to give any information or explanation under section 43(1); and

(b) the explanation, particulars, information or statement, or the answer or response, might tend to
incriminate the person, and the person so claims before giving the explanation, particulars or
information, or making the statement, or giving the answer or response,

the Council shall not provide evidence of the requirement, as well as the explanation, particulars, information or
statement, or the question and the answer or response, to a specified authority in a jurisdiction outside Hong Kong for
use in criminal proceedings against the person in that jurisdiction.

Section: 13 Council may issue guidelines L.N. 204 of 2006 01/12/2006


(1) The Council may issue guidelines not inconsistent with this Ordinance—
(a) indicating the manner in which it proposes to perform its functions; or
(b) providing guidance on the operation of any provision of this Ordinance.

(2) The Council shall publish the guidelines in the Gazette.
(3) The Council may amend or revoke any of the guidelines. Subsection (2) applies to such an amendment or

revocation in the same way as it applies to the issue of a guideline.
(4) A person does not incur any civil or criminal liability only because the person has contravened any of the

guidelines. If, in any legal proceedings, the court or magistrate is satisfied that such a guideline is relevant to
determining a matter that is in issue—

(a) the guideline is admissible in evidence in the proceedings; and
(b) proof that the person contravened or did not contravene the guideline may be relied on by any party to

the proceedings as tending to establish or negate the matter.
(5) A guideline issued under this section is not subsidiary legislation.


Section: 14 Directions of Chief Executive L.N. 204 of 2006 01/12/2006


(1) After consultation with the Chairman of the Council, the Chief Executive may, on being satisfied that it is
in the public interest to do so, give the Council such written directions as he thinks fit with respect to the performance
of any of the Council’s functions.

(2) The Council shall comply with any direction given under subsection (1).
(3) If a direction is given under subsection (1), a requirement under an Ordinance that the Council shall, for the

purpose of performing any of the functions to which the direction relates—
(a) form any opinion;
(b) be satisfied as to any matter (including the existence of particular circumstances); or
(c) consult any person,

does not apply for any purpose connected with the performance of functions pursuant to, or consequent upon, the



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 15

direction.

Section: 15 Council to furnish information L.N. 204 of 2006 01/12/2006


When required by the Secretary, the Council shall furnish to him—
(a) such information as he specifies on the principles, practices and policy the Council is pursuing or

adopting, or proposes to pursue or adopt, in performing any of the Council’s functions; and
(b) the reasons for pursuing or adopting, or proposing to pursue or adopt, those principles, practices and

policy.

Section: 16 Exemption from taxation L.N. 204 of 2006 01/12/2006


The Council is exempt from taxation under the Inland Revenue Ordinance (Cap 112).

Section: 17 Financial years and estimates L.N. 204 of 2006 01/12/2006


(1) The Council may, with the prior approval of the Secretary, fix a period to be the financial year of the
Council.

(2) As soon as practicable after the commencement of this section, the Council shall submit to the Secretary,
for his approval, estimates of the income and expenditure of the Council for the first financial year of the Council.

(3) In each financial year of the Council, the Council shall, before a date to be fixed by the Secretary, submit to
the Secretary, for his approval, estimates of the income and expenditure of the Council for the next financial year of
the Council.

Section: 18 Accounts L.N. 204 of 2006 01/12/2006


(1) The Council shall keep proper accounts and records of its transactions.
(2) As soon as practicable after the end of each financial year of the Council, the Council shall cause to be

prepared for the financial year a statement of accounts of the Council that—
(a) gives a true and fair view of—

(i) the state of affairs of the Council as at the end of that financial year; and
(ii) the results of the operations and cash flows of the Council in that financial year; and

(b) is signed by the Chairman, and the Chief Executive Officer, of the Council.

Section: 19 Director of Audit as auditor L.N. 204 of 2006 01/12/2006


(1) The statement of accounts prepared under section 18(2) is to be audited by the Director of Audit who shall
make a report to the Council on the audit of that statement.

(2) A report made under subsection (1) is to contain a statement by the Director of Audit as to whether in his
opinion the statement of accounts gives a true and fair view of the matters set out in section 18(2)(a)(i) and (ii).

(3) The Director of Audit is entitled to have access to such books of account and other records of the Council as
he considers necessary to perform his functions as the auditor of the Council.

(4) The Director of Audit is entitled to require from any person holding, or accountable for, those books of
account and records such information and explanation as he considers necessary to perform his functions as the
auditor of the Council.

Section: 20 Reports and statement to be laid before Legislative

Council
L.N. 204 of 2006 01/12/2006



(1) As soon as practicable after the end of each financial year of the Council, the Council shall submit to the
Secretary—

(a) a report on the activities of the Council for that financial year;
(b) a copy of the statement of accounts prepared under section 18(2) for that financial year; and
(c) a copy of the report made under section 19(1) on the audit of that statement.



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 16

(2) The Secretary shall cause the reports and statement received by him under subsection (1) to be laid on the
table of the Legislative Council.

Part: 3 RELEVANT IRREGULARITIES L.N. 104 of 2007 16/07/2007




Part:
Division:

3
1

Preliminary L.N. 104 of 2007 16/07/2007





Section: 21 Interpretation L.N. 104 of 2007 16/07/2007


(1) In this Part—
“authorized officer” (獲授權人員) means a person authorized by the investigator under section 28(6);
“investigator” (調查機構) means, subject to subsections (2), (3) and (4), the Council.

(2) If the Investigation Board is directed under section 23(1)(b) to conduct an investigation concerning an
auditing irregularity, a reference to “investigator” in sections 25 and 27 and Divisions 3 and 4, means, for the
purpose of the irregularity, the Board.

(3) If the Investigation Board is directed under section 23(2)(b) to conduct an investigation concerning a
reporting irregularity, a reference to “investigator” in sections 26 and 27 and Divisions 3 and 4, means, for the
purpose of the irregularity, the Board.

(4) If the Investigation Board is directed under section 23(3)(b) to conduct an investigation concerning a
relevant irregularity, a reference to “investigator” in section 28 and Divisions 3 and 4, means, for the purpose of the
irregularity, the Board.

Section: 22 Audit Investigation Board L.N. 204 of 2006 01/12/2006


(1) There is established by this section a board called the “Audit Investigation Board” in English and “審
計調查委員會” in Chinese.

(2) The Investigation Board is to consist of—
(a) the Chief Executive Officer of the Council, as an ex officio member and chairman; and
(b) at least one other member appointed by the Council.

(3) The Council shall give notice of an appointment under subsection (2)(b) by notice published in the Gazette.
(4) The Investigation Board may perform any of its functions, and its proceedings are valid, despite—

(a) a vacancy in the membership of the Board;
(b) a defect in the appointment or qualification of a person purporting to be a member of the Board; or
(c) a minor irregularity in the convening of any meeting of the Board.

(5) Schedule 4 has effect with respect to the Investigation Board and its members.

Section: 23 Initiating investigation concerning relevant irregularity L.N. 104 of 2007 16/07/2007


(1) If it appears to the Council that there are circumstances suggesting that there is an auditing irregularity in
relation to a listed entity, and the Council certifies in writing to that effect—

(a) the Council may, for the purpose of investigating the irregularity or the question whether or not there is
such an irregularity, exercise the powers under sections 25 and 27 and Division 3; or

(b) the Council may, in writing, direct the Investigation Board to investigate, with those powers, the
irregularity and the question whether or not there is such an irregularity.

(2) If it appears to the Council that there are circumstances suggesting that there is a reporting irregularity in
relation to a listed entity, and the Council certifies in writing to that effect—

(a) the Council may, for the purpose of investigating the irregularity or the question whether or not there is
such an irregularity, exercise the powers under sections 26 and 27 and Division 3; or

(b) the Council may, in writing, direct the Investigation Board to investigate, with those powers, the



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 17

irregularity and the question whether or not there is such an irregularity.
(3) If the Council has reasonable cause to believe, and certifies in writing that it has reasonable cause to

believe, that there is or may be a relevant irregularity in relation to a listed entity—
(a) the Council may, for the purpose of investigating the irregularity or the question whether or not there is

such an irregularity, exercise the powers under section 28 and Division 3; or
(b) the Council may, in writing, direct the Investigation Board to investigate, with those powers, the

irregularity and the question whether or not there is such an irregularity.
(4) After having directed the Investigation Board to conduct an investigation under subsection (1)(b), (2)(b) or

(3)(b), the Council may direct the Board to cease the investigation.
(5) The Investigation Board shall comply with a direction under subsection (1)(b), (2)(b), (3)(b) or (4).
(6) If the Investigation Board is directed under paragraph (b) of subsection (1), (2) or (3) to conduct an

investigation concerning a relevant irregularity, the Council shall not, for the purpose of investigating the irregularity
or the question whether or not there is such an irregularity, exercise the powers referred to in paragraph (a) of that
subsection.

Section: 24 Council to notify certain bodies of powers under Divisions

2 and 3 being exercisable
L.N. 104 of 2007 16/07/2007



(1) If the Council certifies under section 23 that—
(a) it appears to the Council that there are circumstances suggesting that there is an auditing irregularity in

relation to a listed entity to which this section applies;
(b) it appears to the Council that there are circumstances suggesting that there is a reporting irregularity in

relation to a listed entity to which this section applies; or
(c) the Council has reasonable cause to believe that there is or may be a relevant irregularity in relation to

a listed entity to which this section applies,
the Council shall give a written notice in accordance with subsections (3) and (4).

(2) This section applies to a listed entity—
(a) that—

(i) is an authorized institution; or
(ii) to the Council’s knowledge—

(A) is a controller of an authorized institution;
(B) has as its controller an authorized institution; or
(C) has a controller that is also a controller of an authorized institution;

(b) that is an insurer authorized under the Insurance Companies Ordinance (Cap 41);
(c) that is—

(i) a licensed person within the meaning of section 1 of Part 1 of Schedule 1 to the Securities and
Futures Ordinance (Cap 571); or

(ii) a collective investment scheme authorized under section 104 of that Ordinance; or
(d) that is an approved trustee within the meaning of section 2(1) of the Mandatory Provident Fund

Schemes Ordinance (Cap 485).
(3) The notice is to be given to—

(a) in the case of a listed entity that falls within subsection (2)(a), the Monetary Authority;
(b) in the case of a listed entity that falls within subsection (2)(b), the Insurance Authority;
(c) in the case of a listed entity that falls within subsection (2)(c), the Securities and Futures Commission;
(d) in the case of a listed entity that falls within subsection (2)(d), the Mandatory Provident Fund Schemes

Authority.
(4) The notice is to specify that the powers under Division 3 and—

(a) in the case of subsection (1)(a), sections 25 and 27;
(b) in the case of subsection (1)(b), sections 26 and 27;
(c) in the case of subsection (1)(c), section 28,

are exercisable for the purpose of investigating the relevant irregularity or the question whether or not there is such an
irregularity.




Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 18

Part:
Division:

3
2

Powers for the purpose of investigation L.N. 104 of 2007 16/07/2007





Section: 25 Powers to require production of records and documents
relating to auditing irregularity

L.N. 104 of 2007 16/07/2007



(1) The investigator may, in writing, require a person who is, or was at the material time, the auditor of the
listed entity, or of a relevant undertaking of the entity, to produce, within the time and at the place specified in the
requirement, any record or document specified in the requirement if the investigator has reasonable cause to believe,
and certifies in writing that it has reasonable cause to believe, that—

(a) the person is in possession of records or documents that—
(i) may be in the nature of audit working papers; and
(ii) relate to the audit of the accounts of the entity or undertaking; and

(b) the record or document specified in the requirement—
(i) relates to the audit of the accounts of the entity or undertaking; and
(ii) is relevant to the auditing irregularity or to the question whether or not there is such an

irregularity.
(2) The investigator may, in writing, require—

(a) where the listed entity is a listed corporation, the listed corporation;
(b) where the listed entity is a listed collective investment scheme, a person who is, or was at the material

time, a responsible person of the listed collective investment scheme; or
(c) a relevant undertaking of the listed entity,

to produce, within the time and at the place specified in the requirement, any record or document specified in the
requirement if the investigator has reasonable cause to believe, and certifies in writing that it has reasonable cause to
believe, that the conditions in subsection (3) are satisfied.

(3) The conditions are—
(a) the listed corporation, person or relevant undertaking is in possession of records or documents that

relate to the audit of the accounts of the listed entity or undertaking; and
(b) the record or document specified in the requirement—

(i) relates to the audit of the accounts of the entity or undertaking; and
(ii) is relevant to the auditing irregularity or to the question whether or not there is such an

irregularity.
(4) The investigator may, in writing, require an authorized institution to produce, within the time and at the

place specified in the requirement, any record or document specified in the requirement if the investigator has
reasonable cause to believe, and certifies in writing that it has reasonable cause to believe, that—

(a) the institution is in possession of records or documents that relate to the audit of the accounts of the
listed entity, or of a relevant undertaking of the entity; and

(b) the record or document specified in the requirement—
(i) relates to the audit of the accounts of the entity or undertaking; and
(ii) is relevant to the auditing irregularity or to the question whether or not there is such an

irregularity.
(5) The investigator may, in writing, require any person to produce, within the time and at the place specified in

the requirement, any record or document specified in the requirement if the investigator has reasonable cause to
believe, and certifies in writing that it has reasonable cause to believe, that—

(a) the person—
(i) has directly or indirectly dealt with, or has had dealings directly or indirectly with, the listed

entity or a relevant undertaking of the entity; or
(ii) is otherwise in possession of records or documents that relate to the audit of the accounts of the

entity or undertaking;
(b) the person—

(i) is not, or was not at the material time, the auditor referred to in subsection (1);
(ii) is not the listed corporation, responsible person or relevant undertaking referred to in subsection



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 19

(2); and
(iii) is not an authorized institution; and

(c) the record or document specified in the requirement—
(i) relates to the audit of the accounts of the entity or undertaking;
(ii) is relevant to the auditing irregularity or to the question whether or not there is such an

irregularity; and
(iii) cannot be obtained by the investigator under subsection (1), (2) or (4).


Section: 26 Powers to require production of records and documents

relating to reporting irregularity
L.N. 104 of 2007 16/07/2007



(1) The investigator may, in writing, require a person who is, or was at the material time, the reporting
accountant of the listed entity, or an auditor of a relevant undertaking of the entity, to produce, within the time and at
the place specified in the requirement, any record or document specified in the requirement if the investigator has
reasonable cause to believe, and certifies in writing that it has reasonable cause to believe, that—

(a) the person is in possession of records or documents that relate to the preparation of a specified report
required for a listing document issued by or on behalf of the entity; and

(b) the record or document specified in the requirement—
(i) relates to the preparation of a specified report required for a listing document issued by or on

behalf of the entity; and
(ii) is relevant to the reporting irregularity or to the question whether or not there is such an

irregularity.
(2) The investigator may, in writing, require—

(a) where the listed entity is a listed corporation, the listed corporation;
(b) where the listed entity is a listed collective investment scheme, a person who is, or was at the material

time, a responsible person of the listed collective investment scheme; or
(c) a relevant undertaking of the listed entity,

to produce, within the time and at the place specified in the requirement, any record or document specified in the
requirement if the investigator has reasonable cause to believe, and certifies in writing that it has reasonable cause to
believe, that the conditions in subsection (3) are satisfied.

(3) The conditions are—
(a) the listed corporation, person or relevant undertaking is in possession of records or documents that

relate to the preparation of a specified report required for a listing document issued by or on behalf of
the listed entity; and

(b) the record or document specified in the requirement—
(i) relates to the preparation of a specified report required for a listing document issued by or on

behalf of the entity; and
(ii) is relevant to the reporting irregularity or to the question whether or not there is such an

irregularity.
(4) The investigator may, in writing, require an authorized institution to produce, within the time and at the

place specified in the requirement, any record or document specified in the requirement if the investigator has
reasonable cause to believe, and certifies in writing that it has reasonable cause to believe, that—

(a) the institution is in possession of records or documents that relate to the preparation of a specified
report required for a listing document issued by or on behalf of the listed entity; and

(b) the record or document specified in the requirement—
(i) relates to the preparation of a specified report required for a listing document issued by or on

behalf of the entity; and
(ii) is relevant to the reporting irregularity or to the question whether or not there is such an

irregularity.
(5) The investigator may, in writing, require any person to produce, within the time and at the place specified in

the requirement, any record or document specified in the requirement if the investigator has reasonable cause to
believe, and certifies in writing that it has reasonable cause to believe, that—

(a) the person—



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 20

(i) has directly or indirectly dealt with, or has had dealings directly or indirectly with, the listed
entity or a relevant undertaking of the entity; or

(ii) is otherwise in possession of records or documents that relate to the preparation of a specified
report required for a listing document issued by or on behalf of the entity;

(b) the person—
(i) is not, or was not at the material time, the reporting accountant or auditor referred to in

subsection (1);
(ii) is not the listed corporation, responsible person or relevant undertaking referred to in subsection

(2); and
(iii) is not an authorized institution; and

(c) the record or document specified in the requirement—
(i) relates to the preparation of a specified report required for a listing document issued by or on

behalf of the entity;
(ii) is relevant to the reporting irregularity or to the question whether or not there is such an

irregularity; and
(iii) cannot be obtained by the investigator under subsection (1), (2) or (4).


Section: 27 Provisions supplementary to sections 25 and 26: powers to

require additional information, etc.
L.N. 104 of 2007 16/07/2007



(1) If a person does not produce a record or document pursuant to a requirement imposed on him under section
25 or 26, the investigator may, in writing, require the person to state where the record or document is.

(2) If a person produces a record or document pursuant to a requirement imposed on him under section 25 or
26, the investigator may—

(a) make copies, or otherwise record the details, of the record or document; and
(b) in writing, require the person or, where the person is a corporation, an existing, or past, officer or

employee of that person, to give an explanation, or make a statement, on—
(i) the circumstances under which the record or document was prepared or made;
(ii) the instructions given or received in connection with the record or document;
(iii) the reasons for the making of entries in, or the omission of entries from, the record or document;

and
(iv) such other matter regarding the record or document as the investigator may think fit.

(3) If a person gives an explanation, or makes a statement, pursuant to a requirement imposed on him under
subsection (1) or (2), the investigator may, in writing, require the person to verify, within the time specified in the
requirement, the explanation or statement by a statutory declaration.

(4) If, for the reason that the information concerned is not within his knowledge or possession, a person does
not give an explanation, or make a statement, pursuant to a requirement imposed on him under subsection (1) or (2),
the investigator may, in writing, require the person to verify, within the time specified in the requirement, that reason
and fact by a statutory declaration.

Section: 28 Powers to require production of records and documents,

and to require attendances and answers, etc.
L.N. 104 of 2007 16/07/2007



(1) The investigator may, in writing, require a person who is, or was at the material time, the auditor or
reporting accountant of the listed entity, or a person whom the investigator has reasonable cause to believe to be in
possession of records or documents that contain, or are likely to contain, information relevant to the relevant
irregularity or to the question whether or not there is such an irregularity, or a person whom the investigator has
reasonable cause to believe to be otherwise in possession of such information, to—

(a) produce, within the time and at the place specified in the requirement, any record or document
(including any audit working paper) specified in the requirement that—
(i) is or may be relevant to the relevant irregularity or to the question whether or not there is such an

irregularity; and
(ii) is in his possession;

(b) attend before the investigator or an authorized officer at the time and place specified in the



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 21

requirement, and answer any question relating to any matter under investigation that the investigator or
officer may raise with him;

(c) respond to any written question relating to any matter under investigation that the investigator may
raise with him;

(d) give the investigator all other assistance in connection with the investigation that he is reasonably able
to give.

(2) If a person produces a record or document pursuant to a requirement imposed on him under subsection
(1)(a), the investigator may require the person to give an explanation or further particulars in respect of the record or
document.

(3) If a person gives any answer, response, explanation or particulars pursuant to a requirement imposed on him
under subsection (1) or (2), the investigator or, where the answer is given to an authorized officer’s question under
subsection (1)(b), the officer may, in writing, require the person to verify, within the time specified in the requirement,
the answer, response, explanation or particulars by a statutory declaration.

(4) If, for the reason that the information concerned is not within his knowledge or possession, a person does
not give any answer, response, explanation or particulars pursuant to a requirement imposed on him under subsection
(1) or (2), the investigator or, where the answer is given to an authorized officer’s question under subsection (1)(b),
the officer may, in writing, require the person to verify, within the time specified in the requirement, that reason and
fact by a statutory declaration.

(5) The investigator or an authorized officer shall not require an authorized institution to disclose any
information, or produce any record or document, relating to the affairs of a customer of the institution under this
section unless—

(a) the customer is a person whom the investigator or officer has reasonable cause to believe may be able
to give information relevant to the investigation; and

(b) the investigator or officer is satisfied, and certifies in writing that it is satisfied, that the disclosure or
production is necessary for the purpose of the investigation.

(6) The investigator may, in writing, authorize a person who is a member of the investigator, or who is
employed by the Council to assist the investigator, for the purposes of subsection (1)(b).

Part:
Division:

3
3

Provisions supplementary to Division 2 L.N. 104 of 2007 16/07/2007





Section: 29 Investigator to consult before imposing certain
requirements under Division 2

L.N. 104 of 2007 16/07/2007



The investigator or an authorized officer shall not impose a requirement on a person under section 25, 26 or 28
unless, before doing so, the investigator has consulted—

(a) if the person—
(i) is an authorized institution; or
(ii) to the Council’s knowledge—

(A) is a controller of an authorized institution;
(B) has as its controller an authorized institution; or
(C) has a controller that is also a controller of an authorized institution,

the Monetary Authority;
(b) if the person is an insurer authorized under the Insurance Companies Ordinance (Cap 41), the

Insurance Authority;
(c) if the person is—

(i) a licensed person within the meaning of section 1 of Part 1 of Schedule 1 to the Securities and
Futures Ordinance (Cap 571); or

(ii) a responsible person of a collective investment scheme authorized under section 104 of that
Ordinance,

the Securities and Futures Commission; and
(d) if the person is an approved trustee within the meaning of section 2(1) of the Mandatory Provident

Fund Schemes Ordinance (Cap 485), the Mandatory Provident Fund Schemes Authority.



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 22


Section: 30 Use of incriminating evidence in proceedings L.N. 104 of 2007 16/07/2007


(1) If the investigator or an authorized officer requires a person—
(a) to give an explanation, or make a statement, under section 27;
(b) to give an answer or response to any question under section 28; or
(c) to give an explanation or further particulars under section 28,

the investigator or officer shall ensure that the person has first been informed or reminded of the limitations imposed
by subsection (2) on the admissibility in evidence of the requirement and of the explanation, particulars or statement,
or the question and the answer or response.

(2) Despite anything in this Ordinance, if—
(a) the investigator or an authorized officer requires a person—

(i) to give an explanation, or make a statement, under section 27;
(ii) to give an answer or response to any question under section 28; or
(iii) to give an explanation or further particulars under section 28; and

(b) the explanation, particulars or statement, or the answer or response, might tend to incriminate the
person, and the person so claims before giving the explanation or particulars, or making the statement,
or giving the answer or response,

the requirement, as well as the explanation, particulars or statement, or the question and the answer or response, are
not admissible in evidence against the person in criminal proceedings in a court of law other than those in which the
person is charged with an offence under section 31(1), (2), (3), (4), (5), (6), (7) or (8), or under Part V of the Crimes
Ordinance (Cap 200), or for perjury, in respect of the explanation, particulars or statement, or the answer or response.

Section: 31 Offences relating to requirements under Division 2 L.N. 104 of 2007 16/07/2007


(1) A person commits an offence if he, without reasonable excuse, fails to comply with a requirement imposed
on him under section 25, 26, 27 or 28.

(2) A person commits an offence if he, with intent to defraud, fails to comply with a requirement imposed on
him under section 25, 26, 27 or 28.

(3) A person commits an offence if, being—
(a) an officer or employee of a listed corporation;
(b) an officer or employee of a responsible person of a listed collective investment scheme; or
(c) an officer or employee of a relevant undertaking of a listed entity,

he, with intent to defraud, causes or allows the corporation, responsible person or undertaking to fail to comply with a
requirement imposed on the corporation, responsible person or undertaking under section 25, 26, 27 or 28.

(4) A person commits an offence if he—
(a) in purported compliance with a requirement imposed on him under section 25, 26 or 27, produces any

record or document, or gives an explanation, or makes a statement, that is false or misleading in a
material particular; and

(b) knows that, or is reckless as to whether or not, the record or document, or the explanation or statement,
is false or misleading in a material particular.

(5) A person commits an offence if he—
(a) in purported compliance with a requirement imposed on him under section 28, produces any record or

document, or gives an answer or response, or gives any explanation or particulars, that is false or
misleading in a material particular; and

(b) knows that, or is reckless as to whether or not, the record or document, or the answer or response, or
the explanation or particulars, is false or misleading in a material particular.

(6) A person commits an offence if he, with intent to defraud—
(a) in purported compliance with a requirement imposed on him under section 25, 26 or 27, produces any

record or document, or gives an explanation, or makes a statement, that is false or misleading in a
material particular; or

(b) in purported compliance with a requirement imposed on him under section 28, produces any record or
document, or gives an answer or response, or gives any explanation or particulars, that is false or
misleading in a material particular.



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 23

(7) A person commits an offence if, being—
(a) an officer or employee of a listed corporation;
(b) an officer or employee of a responsible person of a listed collective investment scheme; or
(c) an officer or employee of a relevant undertaking of a listed entity,

he, with intent to defraud, causes or allows the corporation, responsible person or undertaking to, in purported
compliance with a requirement imposed on the corporation, responsible person or undertaking under section 25, 26 or
27, produce any record or document, or give an explanation, or make a statement, that is false or misleading in a
material particular.

(8) A person commits an offence if, being—
(a) an officer or employee of a listed corporation;
(b) an officer or employee of a responsible person of a listed collective investment scheme; or
(c) an officer or employee of a relevant undertaking of a listed entity,

he, with intent to defraud, causes or allows the corporation, responsible person or undertaking to, in purported
compliance with a requirement imposed on the corporation, responsible person or undertaking under section 28,
produce any record or document, or give an answer or response, or give any explanation or particulars, that is false or
misleading in a material particular.

(9) A person is not excused from complying with a requirement imposed on him under section 25, 26, 27 or 28
only on the ground that to do so might tend to incriminate him.

(10) Despite anything in this Ordinance, no criminal proceedings may be instituted against a person under
subsection (1), (2), (3), (4), (5), (6), (7) or (8) in respect of a conduct if—

(a) proceedings have previously been instituted against the person for the purposes of section 32(2)(b) in
respect of the same conduct; and

(b) those proceedings remain pending, or by reason of the previous institution of those proceedings, no
proceedings may again be lawfully instituted against that person for the purposes of section 32(2)(b) in
respect of the same conduct.

(11) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of $200000 and to imprisonment for 1 year; or
(b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.

(12) A person who commits an offence under subsection (4) or (5) is liable—
(a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

(13) A person who commits an offence under subsection (2), (3), (6), (7) or (8) is liable—
(a) on conviction on indictment to a fine of $1000000 and to imprisonment for 7 years; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.


Section: 32 Court of First Instance to inquire into failure to comply

with requirements under Division 2
L.N. 104 of 2007 16/07/2007



(1) If a person fails to comply with a requirement imposed on him under section 25, 26, 27 or 28, the
investigator may, by originating summons, apply to the Court of First Instance for an inquiry into the failure.

(2) On such application, the Court of First Instance may—
(a) on being satisfied that there is no reasonable excuse for the person not to comply with the requirement,

order the person to comply with the requirement within the period specified by the Court; and
(b) on being satisfied that the failure was without reasonable excuse, punish the person, and any other

person knowingly involved in the failure, in the same manner as if he and, if applicable, that other
person had been guilty of contempt of court.

(3) An originating summons under subsection (1) is to be in Form No. 10 in Appendix A to the Rules of the
High Court (Cap 4 sub. leg. A).

(4) Despite anything in this Ordinance, no proceedings may be instituted against a person for the purposes of
subsection (2)(b) in respect of a conduct if—

(a) criminal proceedings have previously been instituted against the person under section 31(1), (2), (3),
(4), (5), (6), (7) or (8) in respect of the same conduct; and

(b) those criminal proceedings remain pending, or by reason of the previous institution of those criminal
proceedings, no criminal proceedings may again be lawfully instituted against that person under



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 24

section 31(1), (2), (3), (4), (5), (6), (7) or (8) in respect of the same conduct.

Section: 33 Inspection of records or documents seized, etc. L.N. 104 of 2007 16/07/2007


If the investigator has taken possession of any record or document under Division 2, the investigator shall,
subject to any reasonable conditions the investigator imposes as to security or otherwise, permit any person who
would be entitled to inspect the record or document had the investigator not taken possession of it under that Division,
to inspect it and to make copies or otherwise record details of it at all reasonable times.

Section: 34 Magistrate’s warrants L.N. 104 of 2007 16/07/2007


(1) If a magistrate is satisfied on information on oath laid by the investigator that there are reasonable grounds
to suspect that there is, or is likely to be, on premises specified in the information any record or document that may be
required to be produced under Division 2, the magistrate may issue a warrant authorizing a person specified in it, and
such other person as may be necessary to assist in the execution of the warrant, to—

(a) enter the premises, if necessary by force, at any time within the period of 7 days beginning on the date
of the warrant; and

(b) search for, seize and remove any record or document that the person so specified has reasonable cause
to believe may be required to be produced under Division 2.

(2) If an authorized person has reasonable cause to believe that another person on the premises is employed, or
engaged to provide a service, in connection with a business that is or has been conducted on the premises, the
authorized person may require that other person to produce for examination any record or document that—

(a) is in the possession of that other person; and
(b) the authorized person has reasonable cause to believe may be required to be produced under Division

2.
(3) An authorized person may, in relation to any record or document required to be produced under subsection

(2)—
(a) prohibit any person found on the premises from—

(i) removing the record or document from the premises;
(ii) erasing anything from, adding anything to or otherwise altering anything in, the record or

document; or
(iii) otherwise interfering in any manner with, or causing or permitting any other person to interfere

with, the record or document; or
(b) take any other step that appears to the authorized person to be necessary for—

(i) preserving the record or document; or
(ii) preventing interference with the record or document.

(4) Any record or document removed under this section may be retained for—
(a) a period not exceeding 6 months beginning on the day of its removal; or
(b) if the record or document is or may be required for—

(i) any criminal proceedings;
(ii) any proceedings before the Market Misconduct Tribunal; or
(iii) any proceedings under this Ordinance or Part V of the Professional Accountants Ordinance (Cap

50),
such longer period as may be necessary for the purpose of those proceedings.

(5) If an authorized person removes any record or document under this section, he—
(a) shall as soon as practicable after the removal give a receipt for the record or document; and
(b) may permit any person who would be entitled to inspect the record or document but for the removal—

(i) to inspect it; and
(ii) to make copies or otherwise record details of it at all reasonable times.

(6) Section 102 of the Criminal Procedure Ordinance (Cap 221) applies to any property that has by virtue of
this section come into the possession of the investigator, as it applies to property that has come into the possession of
the police.

(7) A person commits an offence if he—



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 25

(a) without reasonable excuse, fails to comply with a requirement or prohibition under subsection (2) or
(3); or

(b) obstructs an authorized person exercising a power conferred by subsection (2) or (3).
(8) A person who commits an offence under subsection (7) is liable—

(a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

(9) In this section, “authorized person” (獲授權人) means a person authorized by a warrant issued under
subsection (1) to carry out the act set out in paragraphs (a) and (b) of that subsection.

Part:
Division:

3
4

Cases under investigation L.N. 104 of 2007 16/07/2007





Section: 35 Investigation reports L.N. 104 of 2007 16/07/2007


(1) As soon as practicable after the completion of an investigation under this Part, the investigator shall prepare
a written report on the findings of the investigation.

(2) The investigator may, if it thinks fit, prepare an interim report on the investigation. But if the investigator
falls within section 21(2), (3) or (4), the investigator shall also prepare an interim report on the investigation as soon as
practicable after being required by the Council to do so.

(3) The Council may adopt a report prepared under subsection (1) or (2).
(4) If, in the Council’s opinion, any person named in a report prepared under subsection (1) or (2) would in

the event of a publication or other disclosure of the report, or any part of the report, be adversely affected by the
publication or disclosure, the investigator shall, before the report is adopted under subsection (3), first give the person
a reasonable opportunity of being heard.

(5) After having adopted a report under subsection (3), the Council may cause the report, or any part of the
report, to be published.

(6) In deciding whether or not to cause a report, or any part of a report, to be published under subsection (5),
the Council shall take into account—

(a) whether or not the publication may adversely affect—
(i) any criminal proceedings before a court or magistrate;
(ii) any proceedings before the Market Misconduct Tribunal; or
(iii) any proceedings under Part V of the Professional Accountants Ordinance (Cap 50),
that have been or are likely to be instituted;

(b) whether or not the publication may adversely affect any person named in the report; and
(c) whether or not the report, or that part of the report, should be published in the interest of the investing

public or in the public interest.
(7) In any civil proceedings before a court or any proceedings before the Market Misconduct Tribunal or under

Part V of the Professional Accountants Ordinance (Cap 50), a document purporting to be a copy of a report adopted
under subsection (3), and purporting to be certified by the Chairman of the Council as a true copy of such a report, is,
on its production without further proof, admissible as evidence of the facts stated in the report.

Section: 36 Council’s powers to close case, suspend investigation and

follow up, etc.
L.N. 104 of 2007 16/07/2007



(1) The Council may, in relation to an investigation under this Part concerning a relevant irregularity—
(a) close the case without further action;
(b) suspend the investigation for such period as the Council thinks fit; or
(c) carry out such other follow-up action in accordance with this Ordinance as the Council thinks fit.

(2) The Council shall not, in relation to an investigation under this Part, exercise a power under subsection (1)
unless the Council has taken into account the report prepared under section 35(1) or (2) in relation to the investigation.

(3) As soon as practicable after deciding to exercise a power under subsection (1), the Council shall give
written notice of the decision to—

(a) in the case where the relevant irregularity is an auditing irregularity, the auditor concerned; or



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 26

(b) in the case where the relevant irregularity is a reporting irregularity, the reporting accountant
concerned,

unless the Council is satisfied that the notification may prejudice the investigation, or any other action by the Council,
or a specified body, relating to the investigation.

Section: 37 Costs and expenses of investigation L.N. 104 of 2007 16/07/2007


(1) If, on a prosecution instituted as a result of an investigation under this Part, a person is convicted by a court
or magistrate, the court or magistrate may order the person to pay to the Council the sum the court or magistrate
considers appropriate for the costs and expenses in relation or incidental to the investigation reasonably incurred by
the Council.

(2) The Council may recover the sum so ordered as a civil debt due to it.

Part: 4 RELEVANT NON-COMPLIANCES L.N. 104 of 2007 16/07/2007




Part:
Division:

4
1

Preliminary L.N. 104 of 2007 16/07/2007





Section: 38 Interpretation L.N. 104 of 2007 16/07/2007


(1) In this Part, “enquirer” (查訊機構) means, subject to subsection (2), the Council.
(2) If a Review Committee is appointed under section 40(1)(b) to make an enquiry concerning a relevant non-

compliance, a reference to “enquirer” means, for the purpose of the non-compliance, the Committee.

Section: 39 Financial Reporting Review Panel L.N. 204 of 2006 01/12/2006


(1) The Chief Executive shall, in consultation with the Council, appoint a Financial Reporting Review Panel of
at least 20 persons, whom the Chief Executive considers suitable for appointment under section 40(1)(b) as members
of a Review Committee either because of their experience in accounting, auditing, finance, banking, law,
administration or management, or because of their professional or occupational experience.

(2) The Chief Executive shall appoint, from amongst the members of the Review Panel, at least 3 Panel
Convenors.

(3) The Chief Executive shall give notice of each appointment under subsection (1) or (2) by notice published
in the Gazette.

(4) Schedule 5 has effect with respect to the Review Panel and its members.

Section: 40 Initiating enquiry concerning relevant non-compliance L.N. 104 of 2007 16/07/2007


(1) If it appears to the Council that there is or may be a question whether or not there is a relevant non-
compliance in relation to a listed entity, and the Council certifies in writing to that effect—

(a) the Council may, for the purpose of enquiring into the non-compliance or the question, exercise the
powers under Division 2; or

(b) the Council may appoint a Financial Reporting Review Committee consisting of—
(i) a Panel Convenor appointed under section 39(2), who is to be the Chairman of the Review

Committee; and
(ii) at least 4 other members of the Review Panel,
to enquire, with those powers, into the non-compliance and the question.

(2) On making an appointment under subsection (1)(b), the Council shall notify the listed entity in writing of
the names of the members of the Review Committee.

(3) The Council shall, on making an appointment under subsection (1)(b), specify the terms of reference of the
Review Committee, and the Committee shall act in accordance with those terms.

(4) If a Review Committee is appointed to make an enquiry concerning a relevant non-compliance, the Council



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 27

shall not, for the purpose of enquiring into the non-compliance or the question whether or not there is such a non-
compliance, exercise the powers under Division 2.

Section: 41 Financial Reporting Review Committee L.N. 104 of 2007 16/07/2007


(1) A Review Committee may perform any of its functions, and its proceedings are valid, despite—
(a) a vacancy in the membership of the Committee;
(b) a defect in the appointment or qualification of a person purporting to be a member of the Review Panel

or the Committee; or
(c) a minor irregularity in the convening of any meeting of the Committee.

(2) Schedule 6 has effect with respect to a Review Committee and its members.

Section: 42 Council to notify certain bodies of powers under Division 2

being exercisable
L.N. 104 of 2007 16/07/2007



(1) If the Council certifies under section 40(1) that it appears to the Council that there is or may be a question
whether or not there is a relevant non-compliance in relation to a listed entity to which this section applies, the Council
shall give a written notice in accordance with subsections (3) and (4).

(2) This section applies to a listed entity—
(a) that—

(i) is an authorized institution; or
(ii) to the Council’s knowledge—

(A) is a controller of an authorized institution;
(B) has as its controller an authorized institution; or
(C) has a controller that is also a controller of an authorized institution;

(b) that is an insurer authorized under the Insurance Companies Ordinance (Cap 41);
(c) that is—

(i) a licensed person within the meaning of section 1 of Part 1 of Schedule 1 to the Securities and
Futures Ordinance (Cap 571); or

(ii) a collective investment scheme authorized under section 104 of that Ordinance; or
(d) that is an approved trustee within the meaning of section 2(1) of the Mandatory Provident Fund

Schemes Ordinance (Cap 485).
(3) The notice is to be given to—

(a) in the case of a listed entity that falls within subsection (2)(a), the Monetary Authority;
(b) in the case of a listed entity that falls within subsection (2)(b), the Insurance Authority;
(c) in the case of a listed entity that falls within subsection (2)(c), the Securities and Futures Commission;
(d) in the case of a listed entity that falls within subsection (2)(d), the Mandatory Provident Fund Schemes

Authority.
(4) The notice is to specify that the powers under Division 2 are exercisable for the purpose of enquiring into

the relevant non-compliance or the question whether or not there is such a non-compliance.

Part:
Division:

4
2

Powers for the purpose of enquiry L.N. 104 of 2007 16/07/2007





Section: 43 Powers to require production of records and documents
and provision of information and explanation

L.N. 104 of 2007 16/07/2007



(1) The enquirer may, in writing, require—
(a) where the listed entity is a listed corporation, the listed corporation;
(b) where the listed entity is a listed collective investment scheme, a person who is, or was at the material

time, a responsible person of the listed collective investment scheme;
(c) a relevant undertaking of the listed entity;
(d) a person who is, or was at the material time, an auditor of the corporation, scheme or undertaking; or



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 28

(e) a person who is, or was at the material time, an officer or employee of the corporation, responsible
person or undertaking,

to produce or give, within the time and at the place specified in the requirement, any record or document, or any
information or explanation, specified in the requirement if the enquirer has reasonable cause to believe, and certifies in
writing that it has reasonable cause to believe, that the record or document, or the information or explanation, is
relevant to the relevant non-compliance or to the question whether or not there is such a non-compliance.

(2) The enquirer shall not impose a requirement on a person under subsection (1) unless, before doing so, the
enquirer has consulted—

(a) if the person—
(i) is an authorized institution; or
(ii) to the Council’s knowledge—

(A) is a controller of an authorized institution;
(B) has as its controller an authorized institution; or
(C) has a controller that is also a controller of an authorized institution,

the Monetary Authority;
(b) if the person is an insurer authorized under the Insurance Companies Ordinance (Cap 41), the

Insurance Authority;
(c) if the person is—

(i) a licensed person within the meaning of section 1 of Part 1 of Schedule 1 to the Securities and
Futures Ordinance (Cap 571); or

(ii) a responsible person of a collective investment scheme authorized under section 104 of that
Ordinance,

the Securities and Futures Commission; and
(d) if the person is an approved trustee within the meaning of section 2(1) of the Mandatory Provident

Fund Schemes Ordinance (Cap 485), the Mandatory Provident Fund Schemes Authority.
(3) A person is not excused from complying with a requirement imposed on him under subsection (1) only on

the ground that to do so might tend to incriminate him.

Section: 44 Use of incriminating evidence in proceedings L.N. 104 of 2007 16/07/2007


(1) If the enquirer requires a person to give any information or explanation under section 43(1), the enquirer
shall ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the
admissibility in evidence of the requirement and of the information or explanation.

(2) Despite anything in this Ordinance, if—
(a) the enquirer requires a person to give any information or explanation under section 43(1); and
(b) the information or explanation might tend to incriminate the person, and the person so claims before

giving the information or explanation,
the requirement, as well as the information or explanation, are not admissible in evidence against the person in
criminal proceedings in a court of law other than those in which the person is charged with an offence under Part V of
the Crimes Ordinance (Cap 200), or for perjury, in respect of the information or explanation.

Section: 45 Court of First Instance to inquire into failure to comply

with requirements under section 43
L.N. 104 of 2007 16/07/2007



(1) If a person fails to comply with a requirement imposed on him under section 43, the enquirer may, by
originating summons, apply to the Court of First Instance for an inquiry into the failure.

(2) On such application, the Court of First Instance may—
(a) on being satisfied that there is no reasonable excuse for the person not to comply with the requirement,

order the person to comply with the requirement within the period specified by the Court; and
(b) on being satisfied that the failure was without reasonable excuse, punish the person, and any other

person knowingly involved in the failure, in the same manner as if he and, if applicable, that other
person had been guilty of contempt of court.

(3) An originating summons under subsection (1) is to be in Form No. 10 in Appendix A to the Rules of the
High Court (Cap 4 sub. leg. A).



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 29


Section: 46 Inspection of records or documents seized, etc. L.N. 104 of 2007 16/07/2007


If the enquirer has taken possession of any record or document under this Division, the enquirer shall, subject to
any reasonable conditions the enquirer imposes as to security or otherwise, permit a person who would be entitled to
inspect the record or document had the enquirer not taken possession of it under this Division, to inspect it and to
make copies or otherwise record details of it at all reasonable times.

Part:
Division:

4
3

Cases under enquiry L.N. 104 of 2007 16/07/2007





Section: 47 Enquiry reports L.N. 104 of 2007 16/07/2007


(1) As soon as practicable after the completion of an enquiry under this Part, the enquirer shall prepare a
written report on the findings of the enquiry.

(2) The enquirer may, if it thinks fit, prepare an interim report on the enquiry. But if the enquirer falls within
section 38(2), the enquirer shall also prepare an interim report on the enquiry as soon as practicable after being
required by the Council to do so.

(3) The Council may adopt a report prepared under subsection (1) or (2).
(4) If, in the Council’s opinion, any person named in a report prepared under subsection (1) or (2) would in

the event of a publication or other disclosure of the report, or any part of the report, be adversely affected by the
publication or disclosure, the enquirer shall, before the report is adopted under subsection (3), first give the person a
reasonable opportunity of being heard.

(5) After having adopted a report under subsection (3), the Council may cause the report, or any part of the
report, to be published.

(6) In deciding whether or not to cause a report, or any part of a report, to be published under subsection (5),
the Council shall take into account—

(a) whether or not the publication may adversely affect—
(i) any criminal proceedings before a court or magistrate;
(ii) any proceedings before the Market Misconduct Tribunal; or
(iii) any proceedings under Part V of the Professional Accountants Ordinance (Cap 50),
that have been or are likely to be instituted;

(b) whether or not the publication may adversely affect any person named in the report; and
(c) whether or not the report, or that part of the report, should be published in the interest of the investing

public or in the public interest.
(7) In any civil proceedings before a court or any proceedings before the Market Misconduct Tribunal or under

Part V of the Professional Accountants Ordinance (Cap 50), a document purporting to be a copy of a report adopted
under subsection (3), and purporting to be certified by the Chairman of the Council as a true copy of such a report, is,
on its production without further proof, admissible as evidence of the facts stated in the report.

Section: 48 Council’s powers to close case, suspend enquiry and follow

up, etc.
L.N. 104 of 2007 16/07/2007



(1) The Council may, in relation to an enquiry under this Part concerning a relevant non-compliance—
(a) close the case without further action;
(b) suspend the enquiry for such period as the Council thinks fit;
(c) secure the removal of the non-compliance in accordance with Division 4; or
(d) carry out such other follow-up action in accordance with this Ordinance as the Council thinks fit.

(2) The Council shall not, in relation to an enquiry under this Part, exercise a power under subsection (1) unless
the Council has taken into account the report prepared under section 47(1) or (2) in relation to the enquiry.

(3) As soon as practicable after deciding to exercise a power under subsection (1), the Council shall give
written notice of the decision to the listed entity concerned unless the Council is satisfied that the notification may
prejudice the enquiry, or any other action by the Council, or a specified body, relating to the enquiry.



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 30


Part:
Division:

4
4

Council’s powers to secure removal of relevant non-
compliance

L.N. 104 of 2007 16/07/2007





Section: 49 Council to give notice to operator of listed entities to secure
removal of relevant non-compliance

L.N. 104 of 2007 16/07/2007



(1) If, after the Council has taken into account a report prepared under section 47(1) or (2) for an enquiry
concerning a relevant non-compliance in relation to a listed entity, it appears to the Council that there is or may be a
question whether or not there is such a relevant non-compliance, the Council may give a written notice to the operator
of the listed entity in accordance with subsection (2).

(2) The notice is to—
(a) indicate the respects in which it appears to the Council that such a question arises or may arise;
(b) specify—

(i) such manner of revising the relevant financial report of the listed entity as the Council thinks fit;
or

(ii) such other remedial action concerning that report as the Council thinks fit; and
(c) specify a period for the operator to—

(i) give a satisfactory explanation of the relevant financial report of the entity;
(ii) cause that report to be revised in such manner as specified in the notice; or
(iii) take such other remedial action concerning that report as specified in the notice.

(3) In this section, “operator” (營辦人)—
(a) in relation to a listed corporation, means the directors of the corporation;
(b) in relation to a listed collective investment scheme, means the manager of the scheme.


Section: 50 Council may apply to Court of First Instance to secure

removal of relevant non-compliance
L.N. 104 of 2007 16/07/2007



(1) This section applies if—
(a) the Council gives a notice to the directors of a listed corporation under section 49(1); and
(b) at the end of the period specified in the notice, or such longer period as the Council may allow, it

appears to the Council that the directors have not—
(i) given a satisfactory explanation of the relevant financial report of the corporation;
(ii) caused that report to be revised in such manner as specified in the notice; or
(iii) taken such other remedial action concerning that report as specified in the notice.

(2) The Council may, by originating summons, apply to the Court of First Instance for—
(a) a declaration that there is a relevant non-compliance in relation to the listed corporation; and
(b) an order requiring the directors of the corporation to—

(i) cause the relevant financial report of the corporation to be revised in such manner as the Court
considers necessary; or

(ii) take such other remedial action concerning that report as the Court considers necessary,
within the period specified in the order.

(3) An originating summons under subsection (2) is to be in Form No. 10 in Appendix A to the Rules of the
High Court (Cap 4 sub. leg. A).

(4) On making an application under subsection (2), the Council shall deliver—
(a) a copy of the notice of application; and
(b) a statement setting out the grounds for the application and the matter at issue in the proceedings,

to the Securities and Futures Commission, and to the Registrar of Companies for registration.
(5) If the Court of First Instance makes an order under subsection (2)(b), it may also give directions with

respect to—
(a) the audit of the accounts constituting the relevant financial report that has been revised pursuant to the

order;



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 31

(b) the revision of the directors’ report, or summary financial report, relating to the relevant financial
report;

(c) the steps to be taken by the directors of the listed corporation to bring the order to the attention of those
who are likely to rely on, or have relied on, the relevant financial report; or

(d) such other matters as the Court thinks fit.
(6) If the Court of First Instance makes a declaration and order under subsection (2), it may also order all or

part of any of the costs and expenses set out in subsection (7)—
(a) to be borne by the directors of the listed corporation who were party to the approval of the relevant

financial report; and
(b) to be recoverable from those directors as a civil debt.

(7) The costs and expenses referred to in subsection (6) are—
(a) the costs and expenses of and incidental to the application;
(b) in the case where the Council has enquired into, or has appointed a Review Committee to enquire into,

the relevant non-compliance or the question whether or not there is such a non-compliance, the costs
and expenses of and incidental to the enquiry; and

(c) the costs and expenses incurred by the listed corporation in connection with, or in consequence of,
revising the relevant financial report or carrying out remedies to the report.

(8) If the Court of First Instance makes an order under subsection (6)—
(a) it shall have regard to whether each of the directors who were party to the approval of the relevant

financial report knew, or ought to have known, that the report did not comply with any relevant
requirement; and

(b) it may exclude one or more directors from the order or order the payment of different amounts by
different directors.

(9) On the conclusion of proceedings on an application under subsection (2), the Council shall deliver—
(a) a sealed copy of the declaration, order, direction or other determination made by the Court of First

Instance; or
(b) a notice that the application has failed or been withdrawn,

to the Securities and Futures Commission, and to the Registrar of Companies for registration.
(10) For the purposes of this section, the directors of a listed corporation at the time when the relevant financial

report of the corporation was approved by them, except any of those who shows that he took all reasonable steps to
prevent the report from being so approved, were party to the approval of that report.

Part: 5 MISCELLANEOUS L.N. 204 of 2006 01/12/2006




Section: 51 Preservation of secrecy L.N. 163 of 2013 03/03/2014


(1) Except in the performance of any function under this Ordinance or for carrying into effect the provisions of
this Ordinance, a specified person—

(a) shall not suffer or permit any person to have access to any matter relating to the affairs of any person
that comes to the specified person’s knowledge in the performance of any function under this
Ordinance; and

(b) shall not communicate any such matter to any person other than the person to whom such matter
relates.

(2) Despite subsection (1), a specified person may—
(a) disclose information that has already been made available to the public;
(b) disclose information for the purpose of any criminal proceedings in Hong Kong or an investigation

conducted with a view to bringing any such proceedings;
(c) disclose information for the purpose of seeking advice from, or giving advice by, counsel, or a

solicitor, or other professional adviser, acting or proposing to act in a professional capacity in
connection with any matter arising under this Ordinance;

(d) disclose information in connection with any judicial or other proceedings to which the specified person
is a party; and

(e) disclose information in accordance with an order of a court, magistrate or tribunal, or in accordance



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 32

with a law or a requirement made under a law.
(3) Despite subsection (1), the Council may—

(a) subject to subsection (4), disclose information to a specified authority for the purpose of referring a
case or complaint, or providing assistance, to the authority under section 12;

(b) subject to subsection (4), disclose information to—
(i) the Chief Executive;
(ii) the Financial Secretary;
(iii) the Secretary for Justice;
(iv) the Secretary for Financial Services and the Treasury;
(v) the Commissioner of Police of Hong Kong;
(vi) the Commissioner of the Independent Commission Against Corruption;
(vii) the Commissioner of Inland Revenue;
(viii) the Registrar of Companies;
(ix) the Official Receiver in a capacity other than that of a liquidator or provisional liquidator

appointed under, or holding such office by virtue of, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap 32); (Amended 28 of 2012 ss. 912 & 920)

(x) the Monetary Authority;
(xi) the Securities and Futures Commission;
(xii) the Market Misconduct Tribunal;
(xiii) the Insurance Authority;
(xiv) the Mandatory Provident Fund Schemes Authority;
(xv) the HKICPA;
(xvi) an inspector appointed by the Financial Secretary under section 142 or 143 of the relevant

Ordinance or section 840 or 841 of the Companies Ordinance (Cap 622) to investigate the affairs
of a corporation; (Amended 28 of 2012 ss. 912 & 920)

(xvii) a public officer authorized by the Secretary under subsection (12); or
(xviii) a company recognized as an exchange company under section 19(2) of the Securities and Futures

Ordinance (Cap 571);
(c) subject to subsection (4), if there is or has been an investigation under Part 3 concerning a relevant

irregularity, or an enquiry under Part 4 concerning a relevant non-compliance, in relation to a listed
corporation, disclose information on the listed corporation to—
(i) the Official Receiver in the capacity of a liquidator or provisional liquidator of the listed

corporation appointed under, or holding such office by virtue of, the Companies (Winding Up
and Miscellaneous Provisions) Ordinance (Cap 32); or

(ii) any other person who—
(A) is a liquidator or provisional liquidator of the listed corporation appointed under the

Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32); or
(B) acts in a similar capacity in relation to the listed corporation under any law of a place

outside Hong Kong; (Amended 28 of 2012 ss. 912 & 920)
(d) disclose information with the consent of—

(i) the person from whom the information was obtained or received; and
(ii) if the information does not relate to such person, the person to whom it relates;

(e) disclose information in summary form that is so framed as to prevent particulars relating to any person
from being ascertained from it; and

(f) disclose information for the purpose of, or in connection with, an audit under section 19.
(4) The Council shall not disclose information under subsection (3)(a), (b) or (c) unless the Council is of the

opinion that—
(a) the disclosure will enable or assist the recipient of the information to perform his functions; and
(b) it is not contrary to the interest of the investing public or to the public interest that the information

should be so disclosed.
(5) Subject to subsection (6), if information is disclosed pursuant to subsection (1), (2) or (3) (other than

subsection (2)(a) or (3)(e))—
(a) the person to whom the information is so disclosed; or
(b) any other person obtaining or receiving the information from that person,



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 33

shall not disclose the information to any other person.
(6) Subsection (5) does not prohibit the person referred to in subsection (5)(a) or (b) from disclosing the

information to any other person if—
(a) the Council consents to the disclosure;
(b) the information has already been made available to the public;
(c) the disclosure is for the purpose of seeking advice from, or giving advice by, counsel, or a solicitor, or

other professional adviser, acting or proposing to act in a professional capacity in connection with any
matter arising under this Ordinance;

(d) the disclosure is in connection with any judicial or other proceedings to which the person so referred to
is a party; or

(e) the disclosure is in accordance with an order of a court, magistrate or tribunal, or in accordance with a
law or a requirement made under a law.

(7) The Council may attach such conditions as it considers appropriate to—
(a) a disclosure of information made by it pursuant to subsection (3); or
(b) a consent granted by it pursuant to subsection (6)(a).

(8) Subsection (1) does not affect the operation of section 13(3) of The Ombudsman Ordinance (Cap 397) or
section 44(8) of the Personal Data (Privacy) Ordinance (Cap 486).

(9) Any specified person who contravenes subsection (1) commits an offence and is liable—
(a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

(10) A person commits an offence if—
(a) he discloses any information in contravention of subsection (5); and
(b) at the time of the disclosure—

(i) he knew, or ought to have known, that the information was previously disclosed to him or any
other person pursuant to subsection (1), (2) or (3) (other than subsection (2)(a) or (3)(e)); and

(ii) he had no reasonable grounds to believe that subsection (5) does not apply to him by virtue of
subsection (6).

(11) A person who commits an offence under subsection (10) is liable—
(a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

(12) The Secretary may authorize any public officer as a person to whom information may be disclosed under
subsection (3)(b)(xvii).

(13) In this section, “specified person” (指明人士) means—
(a) the Council; or
(b) any person who—

(i) is or has been—
(A) a member of the Council, the Investigation Board, a Review Committee or a committee

established by the Council;
(B) a related person of the Council; or
(C) a person employed by or assisting a related person of the Council; and

(ii) performs or has performed any function under this Ordinance.

Section: 52 Protection of informers L.N. 104 of 2007 16/07/2007


(1) Any information on the identity of a relevant person is not admissible in evidence in—
(a) any civil or criminal proceedings before a court or magistrate;
(b) any proceedings before the Market Misconduct Tribunal; or
(c) any proceedings under Part V of the Professional Accountants Ordinance (Cap 50).

(2) In such proceedings, a witness is not obliged—
(a) to disclose the name or address of a relevant person who is not a witness in those proceedings; or
(b) to state any matter that would lead, or would tend to lead, to discovery of the name or address of a

relevant person who is not a witness in those proceedings.
(3) If a book, document or paper that is in evidence, or liable to inspection, in such proceedings contains an



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 34

entry—
(a) in which a relevant person is named or described; or
(b) that might lead to discovery of a relevant person,

the court, the magistrate, the Market Misconduct Tribunal or the Disciplinary Committee constituted under section
33(3) of the Professional Accountants Ordinance (Cap 50), as the case may be, shall cause all such passages to be
concealed from view, or to be obliterated, so far as may be necessary to protect the relevant person from discovery.

(4) In such proceedings, the court, the magistrate, the Market Misconduct Tribunal or the Disciplinary
Committee, as the case may be, may, despite subsection (1), (2) or (3), permit inquiry, and require full disclosure,
concerning a relevant person if—

(a) it is of the opinion that justice cannot be fully done between the parties to the proceedings without
disclosure of the name of the relevant person; or

(b) in the case of a relevant person falling within paragraph (a) of the definition of “relevant person” in
subsection (6), it is satisfied that the relevant person made a material statement that he—
(i) knew or believed to be false; or
(ii) did not believe to be true.

(5) This section has effect despite sections 35 and 47.
(6) In this section, “relevant person” (有關人士) means—

(a) an informer who has given information to the Council, the Investigation Board or a Review Committee
with respect to an investigation under Part 3 or an enquiry under Part 4; or

(b) a person who has assisted the Council, the Investigation Board or a Review Committee with respect to
such an investigation or enquiry.


Section: 53 Avoidance of conflict of interests L.N. 204 of 2006 01/12/2006


(1) This section applies to a person who—
(a) is a member of the Council, the Investigation Board, a Review Committee or a committee established

by the Council; or
(b) performs a function under this Ordinance.

(2) If, in the course of performing a function under this Ordinance, a person is required to consider a matter in
which he has an interest, he shall immediately disclose the nature of the interest to the Council.

(3) For the purposes of subsection (2), a person has an interest in a matter if the matter relates to—
(a) a listed corporation in the securities of which he has an interest;
(b) a listed collective investment scheme in the interests of which he has an interest; or
(c) another person—

(i) by whom he is or was employed;
(ii) of whom he is or was a client;
(iii) who is or was his associate; or
(iv) whom he knows is or was a client of a third person—

(A) by whom he is or was employed; or
(B) who is or was his associate.

(4) The Council shall record, in a record kept for the purpose, the particulars of any disclosure made under this
section.

(5) After a person has disclosed the nature of any interest in any matter, he shall not, unless the Council
otherwise determines—

(a) be present during any deliberation of the Council, Investigation Board or Review Committee, or a
committee established by the Council, with respect to the matter;

(b) take part in any decision of the Council, Investigation Board or Review Committee, or such a
committee, with respect to the matter; or

(c) keep or be given any document, or the relevant part of any document, that contains a record of, or is
issued for the purpose of, such deliberation or decision.

(6) For the purpose of the making of a determination by the Council under subsection (5), a person who has an
interest in a matter to which the disclosure relates shall not—

(a) be present during any deliberation of the Council for the purpose of making the determination;



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 35

(b) take part in the making of the determination by the Council; or
(c) keep or be given any document, or the relevant part of any document, that contains a record of, or is

issued for the purpose of, such deliberation or the making of such determination.
(7) If the Council determines under subsection (5) that a person may be present during any deliberation, or take

part in any decision, of the Council, Investigation Board or Review Committee, or a committee established by the
Council, the Council shall give written notice of the determination to—

(a) in the case of a deliberation or decision with respect to an investigation under Part 3 concerning an
auditing irregularity, the auditor concerned;

(b) in the case of a deliberation or decision with respect to an investigation under Part 3 concerning a
reporting irregularity, the reporting accountant concerned; or

(c) in the case of a deliberation or decision with respect to an enquiry under Part 4 concerning a relevant
non-compliance, the listed entity concerned.

(8) A person who, without reasonable excuse, contravenes subsection (2) commits an offence and is liable—
(a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

(9) A contravention of this section does not invalidate a decision of the Council, Investigation Board or Review
Committee, or a committee established by the Council.

(10) In this section—
“associate” (有聯繫者), in relation to a person, means—

(a) the spouse, or any minor child (natural or adopted) or minor step-child, of the person;
(b) any corporation of which the person is a director;
(c) any employee or partner of the person;
(d) the trustee of a trust of which the person, his spouse, minor child (natural or adopted) or minor step-

child, is a beneficiary or a discretionary object;
(e) another person in accordance with whose directions or instructions the person is accustomed or obliged

to act;
(f) another person accustomed or obliged to act in accordance with the directions or instructions of the

person;
(g) a corporation in accordance with the directions or instructions of which, or the directions or

instructions of the directors of which, the person is accustomed or obliged to act;
(h) a corporation which is, or the directors of which are, accustomed or obliged to act in accordance with

the directions or instructions of the person;
(i) a corporation at general meetings of which the person, either alone or together with another, is directly

or indirectly entitled to exercise or control the exercise of 33% or more of the voting power;
(j) a corporation of which the person controls the composition of the board of directors; or
(k) without limiting the circumstances in which paragraphs (a) to (j) apply, in circumstances concerning

the securities of or other interest in a corporation, or rights arising out of the holding of such securities
or interest, any other person with whom the person has an agreement or arrangement—
(i) with respect to the acquisition, holding or disposal of such securities or interest; or
(ii) under which they undertake to act together in exercising their voting power at general meetings

of the corporation.

Section: 54 Immunity L.N. 204 of 2006 01/12/2006


(1) A person who complies with a requirement imposed on him under section 25, 26, 27, 28, 34 or 43 does not
incur any civil liability, whether arising in contract, tort, defamation, equity or otherwise, by reason only of the
compliance.

(2) A person does not incur any civil liability, whether arising in contract, tort, defamation, equity or otherwise,
in respect of anything done, or omitted to be done, by him in good faith in the performance, or purported performance,
of the functions of the Council, the Investigation Board, a Review Committee or a committee established by the
Council.




Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 36

Section: 55 Immunity in respect of communication with Council by
auditors of listed entities

L.N. 104 of 2007 16/07/2007



(1) Without prejudice to section 54, if a person who is or was—
(a) an auditor or reporting accountant of a listed entity;
(b) an auditor of—

(i) an associated undertaking of a listed entity;
(ii) an undertaking that was formerly an associated undertaking of a listed entity,

communicates in good faith to the Council any information or opinion on a specified matter in relation to the entity of
which he becomes or became aware in his capacity as such auditor or reporting accountant, he does not incur any civil
liability, whether arising in contract, tort, defamation, equity or otherwise, by reason only of the communication.

(2) For the avoidance of doubt, subsection (1) applies even though the person has previously communicated the
information or opinion to any other person.

(3) In this section, “specified matter” (指明事宜), in relation to a listed entity—
(a) means a matter, whether occurring before, during or after the entity is or was listed, that, in the

person’s opinion, suggests that—
(i) there is a relevant irregularity in relation to the entity; or
(ii) there is a relevant non-compliance in relation to the entity; and

(b) if the person is or was an auditor of an undertaking referred to in subsection (1)(b)(ii), includes any
matter occurring before, during or after the undertaking ceased to be an associated undertaking of the
listed entity that, in the person’s opinion, suggests that before the cessation—
(i) there is a relevant irregularity in relation to the entity; or
(ii) there is a relevant non-compliance in relation to the entity.


Section: 56 Legal professional privilege L.N. 204 of 2006 01/12/2006


(1) Subject to subsection (2), this Ordinance does not affect any claims, rights or entitlements that would, apart
from this Ordinance, arise on the ground of legal professional privilege.

(2) Subsection (1) does not affect any requirement under this Ordinance to disclose the name and address of a
client of a legal practitioner (whether or not the legal practitioner is qualified in Hong Kong to practise as counsel or to
act as a solicitor).

Section: 57 Production of information in information systems L.N. 104 of 2007 16/07/2007


(1) If—
(a) a person may require the production of any record or document under Part 3 or 4; and
(b) any information or matter contained in such record or document is recorded otherwise than in a legible

form but is capable of being reproduced in a legible form,
the person may also require the production of a reproduction of the recording of the information or matter, or the
relevant part of the recording, in a legible form.

(2) If—
(a) a person may require the production of any record or document under Part 3 or 4; and
(b) any information or matter contained in such record or document is recorded in an information system,

the person may also require the production of a reproduction of the recording of the information or matter, or the
relevant part of the recording, in a form that enables the information or matter to be reproduced in a legible form.

Section: 58 Lien claimed on records or documents L.N. 104 of 2007 16/07/2007


If a person claims a lien on any record or document in his possession that is required to be produced under Part 3
or 4—

(a) the lien does not affect the requirement to produce the record or document;
(b) no fee is payable for or in respect of the production; and
(c) the production does not affect the lien.



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 37


Section: 59 Destruction of documents, etc. L.N. 104 of 2007 16/07/2007


(1) A person commits an offence if he destroys, falsifies, conceals or otherwise disposes of, or causes or
permits the destruction, falsification, concealment or disposal of, any record or document required to be produced
under Part 3 or 4, with intent to conceal, from the person by whom the requirement to produce was imposed, facts or
matters capable of being disclosed by the record or document.

(2) A person who commits an offence under subsection (1) is liable—
(a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.


Section: 60 Service of notice, etc. L.N. 163 of 2013 03/03/2014


(1) This section applies to—
(a) a notice under section 24, 36(3), 40(2), 42, 48(3), 49(1) or 53(7) or section 3(2) of Schedule 6; or
(b) a requirement under section 25, 26, 27, 28 or 43.

(2) Such a notice or requirement is taken to be given or issued to a person if—
(a) in the case of an individual, it is—

(i) delivered to him by hand;
(ii) left at, or sent by post to, his last known business or residential address;
(iii) sent by facsimile transmission to his last known facsimile number; or
(iv) sent by electronic mail transmission to his last known electronic mail address;

(b) in the case of a company, it is—
(i) delivered to any officer of the company by hand;
(ii) left at, or sent by post to, the company’s registered office in Hong Kong; (Amended 28 of 2012

ss. 912 & 920)
(iii) sent by facsimile transmission to its last known facsimile number; or
(iv) sent by electronic mail transmission to its last known electronic mail address;

(c) in the case of a registered non-Hong Kong company as defined by section 2(1) of the Companies
Ordinance (Cap 622), it is— (Amended 28 of 2012 ss. 912 & 920)
(i) delivered by hand to, or sent by post to, the person resident in Hong Kong who is authorized to

accept service of process and notices on its behalf for the purposes of that Part at his address
delivered to the Registrar of Companies under that Ordinance;

(ii) sent by facsimile transmission to the last known facsimile number of the person; or
(iii) sent by electronic mail transmission to the last known electronic mail address of the person;

(d) in the case of a partnership, it is—
(i) delivered to any partner of the partnership by hand;
(ii) left at, or sent by post to, the last known principal place of business of the partnership;
(iii) sent by facsimile transmission to the last known facsimile number of the partnership; or
(iv) sent by electronic mail transmission to the last known electronic mail address of the partnership;

(e) in the case of a body corporate (other than a company, or a registered non-Hong Kong company as
defined by section 2(1) of the Companies Ordinance (Cap 622)) or an unincorporated association
(other than a partnership), it is— (Amended 28 of 2012 ss. 912 & 920)
(i) delivered to any officer of the body or association by hand;
(ii) left at, or sent by post to, the last known principal place of business of the body or association;
(iii) sent by facsimile transmission to the last known facsimile number of the body or association; or
(iv) sent by electronic mail transmission to the last known electronic mail address of the body or

association.

Section: 61 Amendment of Schedules L.N. 204 of 2006 01/12/2006


(1) The Secretary may, by notice published in the Gazette, amend Schedule 1.
(2) The Chief Executive in Council may, by notice published in the Gazette, amend Schedule 2, 3, 4, 5 or 6.



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 38


Part: 6 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 62 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 63 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 64 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 65 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 66 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 67 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 68 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 69 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 70 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 71 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 72 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 73 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 74 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 75 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 76 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 77 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014






Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 39

Section: 78 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 79 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 80 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 81 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 82 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 83 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 84 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 85 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Section: 86 (Omitted as spent—E.R. 2 of 2014) E.R. 2 of 2014 10/04/2014




Schedule: 1 DEFINITIONS OF “RELEVANT FINANCIAL
REPORT” AND “RELEVANT REQUIREMENT”

L.N. 163 of 2013 03/03/2014



[sections 2, 5 & 61]


PART 1


In this Ordinance (except sections 5(2) and 50 of this Ordinance)—
“relevant financial report” (有關財務報告)—

(a) in relation to a listed corporation, means—
(i) a balance sheet of the corporation, together with any accounts annexed to it for the purposes of

section 129C(1) of the relevant Ordinance, a copy of which was sent at the relevant time under
section 129G of that Ordinance to a person entitled to be sent the copy;

(ia) a copy of the financial statements of the corporation, which was sent under section 430 of the
Companies Ordinance (Cap 622) to a member; (Added 28 of 2012 ss. 912 & 920)

(ii) the accounts of the corporation, a certified copy of which was delivered at the relevant time to
the Registrar of Companies for registration under section 336 of the relevant Ordinance, or under
section 789 of the Companies Ordinance (Cap 622);

(iii) a summary financial report of the corporation, a copy of which was sent at the relevant time to a
person entitled to be sent the copy in compliance with section 141CA of the relevant Ordinance,
or to a member in accordance with section 441 of the Companies Ordinance (Cap 622) or in
compliance with section 444 of that Ordinance;

(iv) a set of financial statements of the corporation—
(A) providing information on the results of the operations or cash flows of the corporation in a

period of at least 3 months;
(B) providing information on the state of affairs of the corporation as at the end of that period;



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 40

and
(C) issued, circulated, published or distributed at the relevant time for the purposes of the

Listing Rules; or
(v) a specified report required for a listing document issued at the relevant time by or on behalf of

the corporation; (Amended 28 of 2012 ss. 912 & 920)
(b) in relation to a listed collective investment scheme, means—

(i) a set of financial statements of the scheme—
(A) providing information on the results of the operations or cash flows of the scheme in a

period of at least 3 months;
(B) providing information on the state of affairs of the scheme as at the end of that period; and
(C) issued, circulated, published or distributed at the relevant time for the purposes of the

relevant code or the Listing Rules; or
(ii) a specified report required for a listing document issued at the relevant time by or on behalf of

the scheme;
“relevant requirement” (有關規定)—

(a) in relation to a relevant financial report of a listed corporation, means an accounting requirement as to
the matters or information to be included in the report, as provided in—
(i) the relevant Ordinance or the Companies Ordinance (Cap 622), as in force at the material time;

(Amended 28 of 2012 ss. 912 & 920)
(ii) the standards of accounting practices issued or specified, or deemed to be issued or specified,

under section 18A of the Professional Accountants Ordinance (Cap 50), as in force at the
material time;

(iii) the International Financial Reporting Standards issued by the International Accounting Standards
Board, as in force at the material time;

(iv) the Listing Rules; or
(v) any generally acceptable accounting principles allowed for usage under the Listing Rules;

(b) in relation to a relevant financial report of a listed collective investment scheme, means an accounting
requirement as to the matters or information to be included in the report, as provided in—
(i) the standards of accounting practices issued or specified, or deemed to be issued or specified,

under section 18A of the Professional Accountants Ordinance (Cap 50), as in force at the
material time;

(ii) the International Financial Reporting Standards issued by the International Accounting Standards
Board, as in force at the material time;

(iii) the Listing Rules;
(iv) any generally acceptable accounting principles allowed for usage under the Listing Rules; or
(v) the relevant code.


PART 2


In sections 5(2) and 50 of this Ordinance—

“relevant financial report” (有關財務報告), in relation to a listed corporation, means—
(a) a balance sheet of the corporation, together with any accounts annexed to it for the purposes of section

129C(1) of the relevant Ordinance, a copy of which was sent at the relevant time under section 129G
of that Ordinance to a person entitled to be sent the copy;

(ab) a copy of the financial statements of the corporation, which was sent under section 430 of the
Companies Ordinance (Cap 622) to a member; (Added 28 of 2012 ss. 912 & 920)

(b) a summary financial report of the corporation, a copy of which was sent at the relevant time to a
person entitled to be sent the copy in compliance with section 141CA of the relevant Ordinance, or to a
member in accordance with section 441 of the Companies Ordinance (Cap 622) or in compliance with
section 444 of that Ordinance; or

(c) a specified report required for a prospectus issued at the relevant time by or on behalf of the
corporation; (Amended 28 of 2012 ss. 912 & 920)

“relevant requirement” (有關規定), in relation to a relevant financial report of a listed corporation, means an
accounting requirement as to the matters or information to be included in the report, as provided in the relevant



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 41

Ordinance or the Companies Ordinance (Cap 622), as in force at the material time. (Amended 28 of 2012 ss.
912 & 920)


Schedule: 2 PROVISIONS RELATING TO COUNCIL AND ITS

MEMBERS
L.N. 204 of 2006 01/12/2006



[sections 7, 11 & 61]

1. Seal


(1) The affixing of the common seal of the Council is to be authenticated by the signature of—
(a) the Chairman of the Council; or
(b) such other member of the Council authorized by it for the purpose.

(2) Any document purporting to be a document duly executed under the seal of the Council is to be received in
evidence and is, unless the contrary is proved, to be deemed to be a document so executed.


2. Tenure of appointed members


(1) An appointed member of the Council is to be appointed for a term not exceeding 3 years.
(2) On the expiry of his period of appointment or reappointment, an appointed member of the Council is

eligible for reappointment.
(3) An appointed member of the Council may resign from office by giving notice in writing to the Chief

Executive. A notice of resignation takes effect on the date specified in the notice or, if no date is specified, on the date
of receipt by the Chief Executive of the notice.


3. Acting Chairman or temporary member


(1) If—
(a) because of absence from Hong Kong or any other reason, the Chairman of the Council is unable to

perform the functions of his office as Chairman; or
(b) there is a vacancy in the office of Chairman of the Council,

the Chief Executive may appoint another appointed member of the Council who is a lay person to act as Chairman of
the Council during the absence, incapacity or vacancy.

(2) If, because of absence from Hong Kong or any other reason, an appointed member of the Council, other
than the Chairman, is unable to perform the functions of his office as member, the Chief Executive may, subject to
subsection (3), appoint another person to be a temporary member in his place during his absence or incapacity.

(3) If the Chief Executive is to appoint a person to be a temporary member in the place of an appointed member
of the Council who was appointed under section 7(1)(c)(i), (ii) or (iii) of this Ordinance on the nomination of another
person, the Chief Executive shall make the appointment on the nomination of that other person.

(4) If a person is appointed to act as Chairman of the Council, the person may perform all the functions of the
Chairman.

(5) If a person is appointed as a temporary member of the Council, the person may perform all the functions of
the member in whose place the person is appointed.


4. Terms and conditions of appointment of
members


All matters relating to the terms and conditions of the appointment of an appointed member of the Council are to
be determined by the Chief Executive.


5. Removal of appointed members


(1) If the Chief Executive is satisfied that an appointed member of the Council—
(a) has become a public officer;



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 42

(b) has become bankrupt;
(c) is incapacitated by physical or mental illness;
(d) is convicted in Hong Kong of an offence that is punishable by imprisonment for 12 months or more or

is convicted elsewhere than in Hong Kong of an offence that, if committed in Hong Kong, would be an
offence so punishable; or

(e) is otherwise unable or unfit to perform the functions of a member of the Council,
the Chief Executive may declare his office as member of the Council to be vacant, and upon such declaration the
office becomes vacant.

(2) The Chief Executive shall give notice of a declaration under subsection (1) in such manner as he thinks fit.
(3) Subsection (4) applies if notice of a declaration is given under subsection (2) otherwise than by notice

published in the Gazette.
(4) The Chief Executive shall, as soon as practicable after having given notice under subsection (2), give

another notice of the declaration by notice published in the Gazette.


6. Meetings and proceedings of Council


(1) Meetings are to be held as often as necessary to enable the Council to perform its functions.
(2) A meeting of the Council may be convened by the Chairman of the Council. The Chairman of the Council

is to convene a meeting of the Council on being given a notice for that purpose by 2 or more other members of the
Council.

(3) The procedure for convening meetings of the Council and for the conduct of business at those meetings is,
subject to this Ordinance, to be determined by the Council.

(4) The quorum for a meeting of the Council is two thirds of the members of the Council.
(5) A member of the Council is regarded as being present at a meeting of the Council if—

(a) he participates in the meeting by telephone, video conferencing or other electronic means; and
(b) he is able to communicate with the other members present at the meeting and they are able to

communicate with him.
(6) If a member of the Council is required under section 53(5) or (6) of this Ordinance not to be present during

any deliberation of, or not to take part in any decision of or the making of a determination by, the Council, he is not to
be counted for the purpose of forming a quorum at such part of a meeting of the Council that is held for such
deliberation or decision or the making of such determination.

(7) The Chairman of the Council shall preside at all meetings of the Council. Subject to section 3(1), if the
Chairman is absent from any meeting or any part of the meeting, he may nominate an appointed member of the
Council who is a lay person to preside in his absence as Chairman at the meeting or that part of the meeting.

(8) At a meeting of the Council, each member of the Council present has one vote.
(9) Subject to subsection (10), every matter for decision at a meeting of the Council is to be determined by a

majority of the votes of the members of the Council present. In the case of an equality of votes, the Chairman of the
Council, or the member of the Council nominated by the Chairman to preside at the meeting, has a casting vote.

(10) For the purposes of subsection (9), the number of the votes that constitutes the majority, apart from the
casting vote (if any), is to be 4 or more.


7. Transaction of business by circulation of papers


(1) The Council may transact any of its business by circulation of papers.
(2) A written resolution that is approved in writing by all the members of the Council present in Hong Kong

(being not less than the number required to constitute two thirds of the members of the Council) is as valid and
effectual as if it had been duly passed at a meeting of the Council by the votes of the members of the Council so
approving the resolution.


8. Committees


(1) The Council may establish committees for any general or special purposes as it thinks fit.
(2) The Council shall appoint one of its members to be the chairman of such a committee.
(3) The Council may appoint other members of such a committee. The number of such other members who are

members of the Council is to exceed the number of those who are not.



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 43

(4) The procedure for convening meetings of such a committee and for the conduct of business at those
meetings is, subject to any direction of the Council, to be determined by the committee.

Schedule: 3 PROVISIONS RELATING TO CHIEF EXECUTIVE

OFFICER OF COUNCIL
L.N. 204 of 2006 01/12/2006



[sections 8 & 61]


1. Tenure of Chief Executive Officer


(1) The Chief Executive Officer of the Council is to be appointed for a term not exceeding 3 years.
(2) On the expiry of his period of appointment or reappointment, the Chief Executive Officer of the Council is

eligible for reappointment.
(3) The Chief Executive Officer of the Council may resign from office by giving notice in writing to the Chief

Executive. Unless it is otherwise provided in the terms and conditions of the appointment determined under section 3,
a notice of resignation takes effect on the date specified in the notice or, if no date is specified, on the date of receipt
by the Chief Executive of the notice.


2. Acting Chief Executive Officer


(1) If—
(a) because of absence from Hong Kong or any other reason, the Chief Executive Officer of the Council is

unable to perform the functions of his office as Chief Executive Officer; or
(b) there is a vacancy in the office of Chief Executive Officer of the Council,

the Chief Executive may appoint another person to act as Chief Executive Officer of the Council during the absence,
incapacity or vacancy.

(2) If a person is appointed to act as Chief Executive Officer of the Council, the person may perform all the
functions of the Chief Executive Officer.


3. Terms and conditions of appointment of
Chief Executive Officer


All matters relating to the terms and conditions of the appointment of the Chief Executive Officer of the Council
are to be determined by the Chief Executive.


4. Removal of Chief Executive Officer


(1) If the Chief Executive is satisfied that the Chief Executive Officer of the Council—
(a) has become a public officer;
(b) has become bankrupt;
(c) is incapacitated by physical or mental illness;
(d) is convicted in Hong Kong of an offence that is punishable by imprisonment for 12 months or more or

is convicted elsewhere than in Hong Kong of an offence that, if committed in Hong Kong, would be an
offence so punishable; or

(e) is otherwise unable or unfit to perform the functions of the Chief Executive Officer of the Council,
the Chief Executive may declare his office as Chief Executive Officer of the Council to be vacant, and upon such
declaration the office becomes vacant.

(2) The Chief Executive shall give notice of a declaration under subsection (1) in such manner as he thinks fit.
(3) Subsection (4) applies if notice of a declaration is given under subsection (2) otherwise than by notice

published in the Gazette.
(4) The Chief Executive shall, as soon as practicable after having given notice under subsection (2), give

another notice of the declaration by notice published in the Gazette.




Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 44

Schedule: 4 PROVISIONS RELATING TO INVESTIGATION
BOARD AND ITS MEMBERS

L.N. 204 of 2006 01/12/2006



[sections 22 & 61]


1. Appointment of members


(1) A member appointed to the Investigation Board under section 22(2)(b) of this Ordinance is to be appointed
for a term fixed by the Council at the time of his appointment.

(2) On the expiry of his period of appointment or reappointment, a member of the Investigation Board is
eligible for reappointment.

(3) All matters relating to the terms and conditions of the appointment of a member of the Investigation Board
are to be determined by the Council.

(4) A member of the Investigation Board may resign from office by giving notice in writing to the Council. A
notice of resignation takes effect on the date specified in the notice or, if no date is specified, on the date of receipt by
the Council of the notice.


2. Temporary member


(1) If, because of absence from Hong Kong or any other reason, a member of the Investigation Board, other
than the chairman, is unable to perform the functions of his office as member, the Council may appoint another person
to be a temporary member in his place during his absence or incapacity.

(2) If a person is appointed as a temporary member of the Investigation Board, the person may perform all the
functions of the member in whose place the person is appointed.


3. Removal of members


(1) If the Council is satisfied that a member of the Investigation Board appointed under section 22(2)(b) of this
Ordinance—

(a) has become bankrupt;
(b) is incapacitated by physical or mental illness;
(c) is convicted in Hong Kong of an offence that is punishable by imprisonment for 12 months or more or

is convicted elsewhere than in Hong Kong of an offence that, if committed in Hong Kong, would be an
offence so punishable; or

(d) is otherwise unable or unfit to perform the functions of a member of the Investigation Board,
the Council may declare his office as member of the Investigation Board to be vacant, and upon such declaration the
office becomes vacant.

(2) The Council shall give notice of a declaration under subsection (1) in such manner as it thinks fit.
(3) Subsection (4) applies if notice of a declaration is given under subsection (2) otherwise than by notice

published in the Gazette.
(4) The Council shall, as soon as practicable after having given notice under subsection (2), give another notice

of the declaration by notice published in the Gazette.


4. Meetings and proceedings, etc. of Investigation Board


(1) The chairman of the Investigation Board shall convene such meetings of the Board as he considers
necessary for the Board to perform its functions.

(2) The quorum for a meeting of the Investigation Board is 2 members of the Board or one half of the members
of the Board, whichever is the greater.

(3) If a member of the Investigation Board is required under section 53(5) of this Ordinance not to be present
during any deliberation of, or not to take part in any decision of, the Board, he is not to be counted for the purpose of
forming a quorum at such part of a meeting of the Board that is held for such deliberation or decision.

(4) The Investigation Board may transact any of its business by circulation of papers.
(5) The Investigation Board may, subject to this Ordinance and any direction of the Council, determine—



Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 45

(a) the procedure for convening meetings of the Board and for the conduct of business at those meetings;
and

(b) the procedure in the transaction of business of the Board by circulation of papers.

Schedule: 5 PROVISIONS RELATING TO REVIEW PANEL AND

ITS MEMBERS
L.N. 204 of 2006 01/12/2006



[sections 39 & 61]


1. Tenure of members


(1) A member of the Review Panel is to be appointed for a term not exceeding 3 years.
(2) On the expiry of his period of appointment or reappointment, a member of the Review Panel is eligible for

reappointment.
(3) A member of the Review Panel may resign from office by giving notice in writing to the Chief Executive.

A notice of resignation takes effect on the date specified in the notice or, if no date is specified, on the date of receipt
by the Chief Executive of the notice.


2. Removal of members


(1) If the Chief Executive is satisfied that a member of the Review Panel—
(a) has become bankrupt;
(b) is incapacitated by physical or mental illness;
(c) is convicted in Hong Kong of an offence that is punishable by imprisonment for 12 months or more or

is convicted elsewhere than in Hong Kong of an offence that, if committed in Hong Kong, would be an
offence so punishable; or

(d) is otherwise unable or unfit to perform the functions of a member of the Review Panel,
the Chief Executive may declare his office as member of the Review Panel to be vacant, and upon such declaration the
office becomes vacant.

(2) The Chief Executive shall give notice of a declaration under subsection (1) in such manner as he thinks fit.
(3) Subsection (4) applies if notice of a declaration is given under subsection (2) otherwise than by notice

published in the Gazette.
(4) The Chief Executive shall, as soon as practicable after having given notice under subsection (2), give

another notice of the declaration by notice published in the Gazette.

Schedule: 6 PROVISIONS RELATING TO REVIEW COMMITTEE

AND ITS MEMBERS
L.N. 104 of 2007 16/07/2007



[sections 41, 60 & 61]


1. Meetings and proceedings, etc. of Review Committee


(1) The Chairman of a Review Committee shall convene such meetings of the Committee as he considers
necessary for the Committee to perform its functions.

(2) The quorum for a meeting of a Review Committee is one half of the members of the Committee.
(3) If a member of a Review Committee is required under section 53(5) of this Ordinance not to be present

during any deliberation of, or not to take part in any decision of, the Committee, he is not to be counted for the
purpose of forming a quorum at such part of a meeting of the Committee that is held for such deliberation or decision.

(4) A Review Committee may transact any of its business by circulation of papers.
(5) A Review Committee may, subject to this Ordinance and any direction of the Council, determine—

(a) the procedure for convening meetings of the Committee and for the conduct of business at those
meetings; and

(b) the procedure in the transaction of business of the Committee by circulation of papers.




Cap 588 - FINANCIAL REPORTING COUNCIL ORDINANCE 46

2. Resignation of members


(1) A member of a Review Committee may resign from office by giving notice in writing to the Council. A
notice of resignation takes effect on the date specified in the notice or, if no date is specified, on the date of receipt by
the Council of the notice.

(2) If a member of a Review Committee ceases to be a member of the Review Panel, he ceases to be such
member of the Committee.


3. Council may fill vacancy


(1) If a vacancy occurs among the members of a Review Committee by reason of death, resignation or
otherwise, the Council may appoint—

(a) subject to paragraph (b), another member of the Review Panel; or
(b) in the case of a vacancy in the office of the Chairman of the Committee, another Panel Convenor

appointed under section 39(2) of this Ordinance,
to fill the vacancy.

(2) If the Council appoints a member of the Review Panel, or a Panel Convenor, under subsection (1) to fill a
vacancy, the Council shall notify the listed entity concerned in writing of the name of the member or Panel Convenor.


4. Temporary Chairman or member


(1) If, because of absence from Hong Kong or any other reason, the Chairman of a Review Committee is
unable to perform the functions of his office as Chairman, the Council may appoint, from amongst the Panel
Convenors appointed under section 39(2) of this Ordinance, a temporary Chairman to act in his place during his
absence or incapacity.

(2) If, because of absence from Hong Kong or any other reason, a member of a Review Committee, other than
the Chairman, is unable to perform the functions of his office as member, the Council may appoint another member of
the Review Panel to be a temporary member in his place during his absence or incapacity.

(3) If a person is appointed as the temporary Chairman, or a temporary member, of a Review Committee, the
person may perform all the functions of the Chairman, or member, in whose place the person is appointed.

Related Laws