(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 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 Companies Ordinance (Cap 32); or
(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).