1974-HKRS28-16-22_Part06 — Page 14

Particulars

în accounts of loans to officers, &c.

1948 2. 18.

■ 197.

(5)

38

provisions of subsection (1) were complied with and was in a position to discharge that duty; and

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.

1618. (1) The accounts which, in pursuance of this Ordinance, are to be laid before every company in general meeting shall, subject to the provisions of this section, contain particulars showing--

(4) the amount of any loans made during the

company's financial year to...

(1) any officer of the company; or

(i) any person who, after the making of the loan, became during that year an officer of the company:

by the company or a subsidiary thereof or by any other person under a guarantee from or on a security provided by the company or a subsidiary thereof (including any such loans which were repaid during that year): and

(b) the amount of any loans made in manner aforesaid to any such officer or person as aforesaid at any time before the company's financial year and outstanding at the expira- tion thereof.

(2) Subsection (1) shall not require the inclusion in accounts of particulars of-

(a) a loan made in the ordinary course of its business by the company or a subsidiary thereof, where the ordinary business of the company or, as the case may be, the sub- sidiary, includes the lending of money; or (b) a loan made by the company or a sub- sidiary thereof to an employee of the com- pany or subsidiary, as the case may be, if the loan does not exceed $100,000 and is certified by the directors of the company or subsidiary, as the case may be, to have

General duty to make disclosure

for purposes of sections 161 and 161B.

1943 4. 36, B. 196.

39

been made in accordance with any practice

adopted or about to be adopted by the company or subsidiary with respect to loans to its employees.

not being, in either case, a loan made by the com- pany under a guarantee from or on a security pro- vided by a subsidiary thereof or a loan made by a subsidiary of the company under a guarantee from or on a security provided by the company or any other subsidiary thereof,

(3) If in the case of any such accounts as aforesaid the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report thereon, so far as they are reasonably able to do so, a statement giving the required particulars,

(4) References in this section to a subsidiary shall be taken as referring to a subsidiary at the end of the company's financial year (whether or not a subsidiary at the date of the loan).

161C. (1) It shall be the duty of any director of a company to give notice in writing to the company of such matters relating to himself as may be meces- sary for the purposes of section 161 and of section 161B except so far as it relates to loans made, by the company or by any other person under a guarantee from or on a security provided by the company, to an officer thereof.

(2) Subsection (1) shall apply-

(a) for the purposes of section 161B, in relation

to officers other than directors; and

(b) for the purposes of sections 161 and 1618, in relation to persons who are or have at any time during the preceding five years been officers,

as it applies in relation to directors.

(3) Any person who makes default in comply- ing with this section shall be liable to a fine of $10,000.**