1974-HKRS28-16-22_Part06 — Page 11

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(d) the directors' report so attached shall be approved by the board of directors and signed on behalf of the board either by the chairman of the meeting at which it was approved or by the secretary of the com- pany;

(e) the auditors' report shall state→→

(i) whether or not the auditors have obtained all the information and explana. tions which they have required; and

(fi) whether, in their opinion, the balance sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the company's affairs according to the best of their information and the explanations given to them, and as shown by the books of the company,

(2) The shareholders shall not in any financial year of the company enter into an agreement for the purposes of subsection (1) with respect to more than one such financial year.

(3) This section does not apply to a private company which-

(a) has any subsidiary or is a subsidiary of

another company, or

(b) carries on banking business and holds a valid licence granted under the Banking Ordinance; or

(c) is a dealer registered under the Securities

Ordinance 1974; or

either solely or in common with any other business.

(d) carries on any insurance business otherwise

than solely as an agent; or

(e) by way of trade or business, other than banking business, accepts loans of moncy al interest, or repayable at a premium, otherwise than on terms involving the issue of deben. tures or other securities; ar

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(f) owns and operates ships or aircraft engaged in the carriage of cargo between Hong Kong and places outside Hong Kong,

(4) Without prejudice to any other provision of this Ordinance, if any person being a director of a company fails to take all reasonable steps to secure compliance with the requirements of paragraphs (c) and (d) of subsection (1), he shall, in respect of each offence, be liable on summary conviction to a fine of ten thousand dollars and to imprisonment for six months:

Provided that-

(a) in any proceedings against the person in respect of an offence under this subsection, it shall be a defence to prove that he had reasonable ground to believe, and did be- lieve, that a competent and reliable person was charged with the duty of seeing that the said paragraphs were complied with and was in a position to discharge that duty; and (b) a person shall not be sentenced to imprison- ment for any such offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.”.

14. Section 161 of the principal Ordinance is repealed and Repeal of replaced by the following new sections—

"Particulars

161. (1) In any accounts of a company laid in accounts of directors*

before it in general meeting, or in a statement annexed cmoluments, thereto, there shall, subject to and in accordance with pensions,

the provisions of this section, be shown so far 24 the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned-

etc. 1948 c. 28. 4. 1996.

(a) the aggregate amount of the directors'

emoluments;

(b) the aggregate amount of directors' or past

directors' pensions; and

section 161 and sub- stitution of new sectiona 161 to 161C,