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9. Directors' duty regarding information to shareholders
9.1
The Standing Committee's Report for 1985 mentioned briefly,
in paragraph 10.1, that the subject of the directors' duty regarding
information to shareholders was being considered.
9.2
The history of this matter is that it was considered at
some length in the Second Report (April 1973) of the Companies
Paragraph 7.16 of the Second Report reads
Law Revision Committee.
as follows:
"Although there have as far as we know been no such
cases in Hong Kong, there have been cases in Britain in which
companies which have been disturbed over the stock market rating of
the company's shares have held private meetings with representatives of
institutional shareholders at which information about the progress,
plans and prospects of the company has apparently been given. Although
no doubt the object of these meetings has been to show the merits of
the company and so enhance the share price for the benefit of the
general body of shareholders, we think that it is wrong that a company
should give to selected shareholders, in their capacity as such,
information which it does not simultaneously give to the remaining
shareholders either by circular or public announcement through the
press. We accordingly recommend that it should be made an offence to
do so.
9.3
The Companies (Amendment) Bill which appeared as a White
Paper in 1980 contained a proposed new Section 155D(2) which attempted
to implement the recommendations in paragraph 7.16, in the following terms:
"No company shall make available or disclose to any part
of the members of the company at any time any information relating to
the affairs, plans or prospects of the company unless that information
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