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Chapter: | 32
 | Title: | COMPANIES ORDINANCE | Gazette Number: | 8 of 2011 |
| Section: | 2 | Heading: | Interpretation | Version Date: | 13/05/2011 |
Interpretation and Specification of Forms
(Amended 3 of 1997 s. 2)
(1) In this Ordinance, unless the context otherwise requires-
"accounts" (帳目) includes a company's group accounts, whether prepared in the form of accounts or not; (Added 80 of 1974 s. 2)
"agent" (代理人) does not include a person's counsel acting as such; (Added 6 of 1984 s. 2)
"amend" (修訂) includes delete, add to or vary and the doing of all or any of such things simultaneously; (Added 30 of 2004 s. 2)
"annual return" (周年申報表) means the return required to be made under section 107; (Amended 28 of 2003 s. 2)
"articles" (章程細則) means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in the First Schedule annexed to the Companies Ordinance 1865 (1 of 1865), or in that table as altered in pursuance of powers given under that Ordinance, or in Table A in the First Schedule to the Companies Ordinance 1911 (58 of 1911), or in that table as altered in pursuance of section 117 of the last mentioned Ordinance, or in Table A in the First Schedule to this Ordinance;
"authorized financial institution" (認可財務機構) means an authorized institution within the meaning of section 2 of the Banking Ordinance (Cap 155); (Added 12 of 1998 s. 2. Amended 49 of 1995 s. 53)
"book and paper" (簿冊及文據) and "book or paper" (簿冊或文據) include accounts, deeds, writings, and documents;
"certificate of solvency" (有償債能力證明書) means a certificate issued under section 233; (Added 28 of 2003 s. 2)
"Commission" (監察委員會) means-
- (a) subject to paragraphs (b) and (c), the Securities and Futures Commission referred to in section 3(1) of the Securities and Futures Ordinance (Cap 571);
(b) where any relevant transfer order made under section 25 of that Ordinance is in force, the recognized exchange company concerned or both the Securities and Futures Commission and the recognized exchange company concerned, in accordance with the provisions of that order; or
(c) where any relevant transfer order made under section 68 of that Ordinance is in force, the recognized exchange controller concerned or both the Securities and Futures Commission and the recognized exchange controller concerned, in accordance with the provisions of that order; (Replaced 5 of 2002 s. 407)
"company limited by guarantee" (擔保有限公司) and "company limited by shares" (股份有限公司) have the meanings assigned to them respectively by section 4(2); (Added 6 of 1984 s. 2)
"contributory" (分擔人) has the meaning assigned to it by section 171; (Added 6 of 1984 s. 2)
"court" (法院、法庭) means the Court of First Instance; (Replaced 6 of 1984 s. 2. Amended 25 of 1998 s. 2)
"creditors' voluntary winding up" (債權人自動清盤) has the meaning assigned to it by section 233(4); (Added 6 of 1984 s. 2)
"debenture" (債權證) includes debenture stock, bonds and any other debt securities of a company whether constituting a charge on the assets of the company or not; (Amended 8 of 2011 s. 17)
"default fine" (失責罰款) has the meaning assigned to it by section 351(1A)(d); (Added 6 of 1984 s. 2. Amended 75 of 1993 s. 2)
"digital signature" (數碼簽署) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap 553); (Added 12 of 2010 s. 24)
"director" (董事) includes any person occupying the position of director by whatever name called;
"document" (文件) includes summons, notice, order, and other legal process, and registers;
"electronic record" (電子紀錄) has the meaning assigned to it by section 2(1) of the Electronic Transactions Ordinance (Cap 553); (Added 30 of 2004 s. 2)
"entitled person" (有權利的人), in relation to a listed company, means a person who under section 129G(1) as read with the proviso thereto is entitled to be sent copies of the documents mentioned in that section; (Added 27 of 2001 s. 2)
"existing company" (現有公司) means a company formed and registered under the Companies Ordinance 1865 (1 of 1865), or the Companies Ordinance 1911 (58 of 1911);
"financial year" (財政年度), in relation to any body corporate, means the period in respect of which any profit and loss account of the body corporate laid before it in general meeting is made up, whether that period is a year or not; (Added 80 of 1974 s. 2)
"founder member" (創辦成員) means a person who has signed his name on a memorandum in accordance with section 4(1); (Added 30 of 2004 s. 2)
"general rules" (一般規則) means general rules made under section 296 and includes forms;
"group accounts" (集團帳目) has the meaning assigned to it by section 124(1); (Added 80 of 1974 s. 2)
"group of companies" (公司集團) means any 2 or more companies or bodies corporate one of which is the holding company of the other or others; (Added 6 of 1984 s. 2)
"image record" (影像紀錄) means a record produced using the imaging method and, where the context permits, includes a record in a legible form; (Added 28 of 2003 s. 2)
"imaging method" (影像處理方法) means a method by which documents in a legible form or in the form of microfilm are scanned by a scanner and the information recorded therein is converted into electronic images, which are then stored on electronic storage media capable of being retrieved and reproduced in a legible form; (Added 28 of 2003 s. 2)
"incorporation form" (法團成立表格) has the meaning assigned to it by section 14A(1); (Added 30 of 2004 s. 2)
"issued generally" (公開發出), in relation to a prospectus, means issued to persons who are not existing members or debenture holders of the company; (Added 78 of 1972 s. 2)
"liquidator" (清盤人) includes a provisional liquidator holding such office by virtue of section 194; (Added 46 of 2000 s. 2)
"listed company" (上市公司) means a company which has any of its shares listed on a recognized stock market; (Added 77 of 1991 s. 2. Amended 5 of 2002 s. 407)
"manager" (經理), in relation to a company, means a person who, under the immediate authority of the board of directors, exercises managerial functions but does not include-
- (a) a receiver or manager of the property of the company; or
(b) a special manager of the estate or business of the company appointed under section 216; (Added 28 of 2003 s. 2)
"memorandum" (章程大綱) means the memorandum of association of a company, as originally framed or as altered in pursuance of any enactment;
"the minimum subscription" (最低認購額) has the meaning assigned to it by section 42(2); (Added 6 of 1984 s. 2)
"non-Hong Kong company" (非香港公司) has the meaning assigned to it by section 332; (Added 30 of 2004 s. 2)
"notice of intent" (意願通知書) means a notice of intent referred to in regulations made under section 359A(2); (Added 27 of 2001 s. 2)
"offer to sell" (售賣要約), in relation to any shares or debentures, includes-
- (a) any act or omission or other thing calculated to invite offers to purchase the shares or debentures;
(b) any reference to offer for sale; (Added 30 of 2004 s. 2)
"officer who is in default" (失責高級人員) has the meaning assigned to it by section 351(2); (Added 6 of 1984 s. 2)
"Official Receiver" (破產管理署署長) means the Official Receiver appointed under the Bankruptcy Ordinance (Cap 6); (Added 30 of 1999 s. 2)
"place of business" (營業地點), in relation to a non-Hong Kong company, has the meaning assigned to it by section 341(1); (Added 30 of 2004 s. 2)
"prescribed" (訂明) means as respects the provisions of this Ordinance relating to the winding-up of companies, prescribed by general rules, and as respects the other provisions of this Ordinance, prescribed by the Chief Executive in Council; (Amended 23 of 1999 s. 3)
"printed" (印刷、印製) means produced by ordinary letterpress or lithography or by such other process as the Registrar in his discretion may accept; (Added 4 of 1963 s. 2)
"private company" (私人公司) has the meaning assigned to it by section 29; (Added 6 of 1984 s. 2)
"prospectus" (招股章程)-
- (a) subject to paragraph (b), means any prospectus, notice, circular, brochure, advertisement, or other document-
- (i) offering any shares in or debentures of a company (including a company incorporated outside Hong Kong, and whether or not it has established a place of business in Hong Kong) to the public for subscription or purchase for cash or other consideration; or
(ii) calculated to invite offers by the public to subscribe for or purchase for cash or other consideration any shares in or debentures of a company (including a company incorporated outside Hong Kong, and whether or not it has established a place of business in Hong Kong);
- (i) to the extent that it is a publication falling within section 38B(2); or
(ii) to the extent that it contains or relates to an offer specified in Part 1 of the Seventeenth Schedule as read with the other Parts of that Schedule; (Replaced 30 of 2004 s. 2)
"recognized exchange company" (認可交易所) means a company recognized under section 19(2) of the Securities and Futures Ordinance (Cap 571) as an exchange company for operating a stock market; (Added 5 of 2002 s. 407)
"recognized exchange controller" (認可控制人) has the same meaning as in section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571); (Added 5 of 2002 s. 407)
"recognized stock market" (認可證券市場) has the same meaning as in section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571); (Added 5 of 2002 s. 407)
"record" (紀錄) includes not only a written record but any record conveying information or instructions by any other means whatsoever; (Added 28 of 2003 s. 2)
"Registrar" (處長) means the Registrar of Companies appointed under section 303; (Replaced 6 of 1984 s. 2)
"Registrar's index of company names" (處長公司名稱索引) means the index of names kept by the Registrar under section 22C; (Added 60 of 1990 s. 2)
"relevant financial documents" (有關財務文件), in relation to a listed company, means the documents required to be sent under section 129G(1) in respect of the company; (Added 27 of 2001 s. 2)
"reserve director" (備任董事) means a person nominated as a reserve director of a private company under section 153A(6); (Added 28 of 2003 s. 2)
"resolution for reducing share capital" (股本減少決議) has the meaning assigned to it by section 58(2); (Added 6 of 1984 s. 2)
"a resolution for voluntary winding up" (自動清盤決議) has the meaning assigned to it by section 228(2); (Added 6 of 1984 s. 2)
"shadow director" (影子董事), in relation to a company, means a person in accordance with whose directions or instructions the directors or a majority of the directors of the company are accustomed to act; (Added 28 of 2003 s. 2)
"share" (股、股份) means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
"share warrant" (認股權證) has the meaning assigned to it by section 73; (Added 6 of 1984 s. 2)
"specified corporation" (指明法團) means a company or a non-Hong Kong company; (Added 30 of 2004 s. 2)
"specified form" (指明格式), in relation to a particular provision of this Ordinance, means the appropriate form specified for the time being under section 2A, for the purposes of that provision; (Added 3 of 1997 s. 3)
"structured product" (結構性產品) has the meaning given by section 1A of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571); (Added 8 of 2011 s. 17)
"summary financial report" (財務摘要報告), in relation to a listed company, means a summary financial report of the company which complies with section 141CF(1); (Added 27 of 2001 s. 2)
"Table A" (A表) means Table A in the First Schedule;
"the time of the opening of the subscription lists" (開立認購名單的時間) has the meaning assigned to it by section 44A(1); (Added 6 of 1984 s. 2)
"unlimited company" (無限公司) has the meaning assigned to it by section 4(2); (Added 6 of 1984 s. 2. Amended 77 of 1991 s. 2)
"unlisted company" (非上市公司) means a company which does not have any of its shares listed on a recognized stock market. (Added 77 of 1991 s. 2. Amended 5 of 2002 s. 407)
(Amended 1 of 1949 s. 22; 10 of 1987 s. 2; 86 of 1992 s. 2; 5 of 2002 s. 407; 30 of 2004 s. 2)
(2) A person shall not be considered to be a shadow director of a company by reason only that the directors or a majority of the directors of the company act on advice given by him in a professional capacity. (Replaced 28 of 2003 s. 2)(3) References in this Ordinance to a body corporate or to a corporation shall be construed as not including a corporation sole but as including a company incorporated outside Hong Kong. (Added 80 of 1974 s. 2)
(4) For the purposes of this Ordinance, a company shall, subject to the provisions of subsection (6), be deemed to be a subsidiary of another company, if-
- (a) that other company-
- (i) controls the composition of the board of directors of the first-mentioned company; or (Amended 6 of 1984 s. 2)
(ii) controls more than half of the voting power of the first-mentioned company; or
(iii) holds more than half of the issued share capital of the first-mentioned company (excluding any part of it which carries no right to participate beyond a specified amount in a distribution of either profits or capital); or
- (a) a person cannot be appointed as a director without the exercise in his favour by that other company of such a power; or
(b) a person's appointment as a director follows necessarily from his being a director or other officer of that other company. (Added 80 of 1974 s. 2)
- (a) any shares held or power exercisable by that other company in a fiduciary capacity shall be treated as not held or exercisable by it;
(b) subject to paragraphs (c) and (d), any shares held or power exercisable-
- (i) by any person as a nominee for that other company (except where that other company is concerned only in a fiduciary capacity); or
(ii) by, or by a nominee for, a subsidiary of that other company, not being a subsidiary which is concerned only in a fiduciary capacity,
- shall be treated as held or exercisable by that other company;
(d) any shares held or power exercisable by, or by a nominee for, that other company or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated as not held or exercisable by that other company if the ordinary business of that other company or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business. (Added 80 of 1974 s. 2)
(8) In subsections (4), (5), (6) and (7) the expression "company" (公司) includes any body corporate or corporation. (Added 4 of 1976 s. 2)
(8A) In sections 152FA, 152FB and 152FD, the expression "record" (紀錄) includes book and paper. (Added 30 of 2004 s. 2)
(9) For the avoidance of doubt it is declared that a reference, in relation to any purpose of this Ordinance, to any form, matter, particular or information specified by the Registrar means, except where it is provided otherwise, specified by him for the time being for that purpose. (Added 3 of 1997 s. 3)
(10) Any provision of this Ordinance that refers (in whatever words) to-
- (a) the founder members; (Amended 30 of 2004 s. 2)
(b) the members or shareholders of a company;
(c) a majority of members or shareholders of a company; or
(d) a specified number or percentage of members or shareholders of a company,
(11) Any provision of this Ordinance that refers (in whatever words) to-
- (a) the directors of a company;
(b) the board of directors of a company;
(c) a majority of the directors of a company; or
(d) a specified number or percentage of the directors of a company,
(12) The reference to a non-Hong Kong company in the definition of "specified corporation" in subsection (1) shall, before the commencement of section 1(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004), be deemed to be a reference to an oversea company as is for the time being defined under this Ordinance. (Added 30 of 2004 s. 2 and L.N. 81 of 2005)
[cf. 1929 c. 23 s. 380 U.K.]