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When non-statutory accounts used in public, like transfer of shares, please let the words be attached / included.

The unaudited Statement of financial position as at DD MMMM YYYY and Profit and loss statement relating to the period ended DD MMMM YYYY included in this report of factual findings are not the Company's statutory annual financial statements for that period. Further information relating to these statutory financial statements required to be disclosed in accordance with section 436 of the Companies Ordinance is as follows:

As the Company is a private company, the Company is not required to deliver its financial statements to the Registrar of Companies, and will not do so.

The Company's auditor has yet to report on these financial statements.

We hereby confirm that above figures are consistent with the Company's accounting records.

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1 Answer

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Relevant Company Ordinance (Cap. 622) clauses (extra only):

Section: 436 

Heading: Requirement in connection with publication of financial statements etc.

(1) This section applies if a company—

  • (a) circulates, publishes or issues—
    • (i) any specified financial statements in relation to the company; or
      (ii) any non-statutory accounts in relation to the company; or
    (b) otherwise makes such financial statements or accounts available for public inspection in a manner calculated to invite members of the public generally, or any class of them, to read the financial statements or accounts.

(2) The specified financial statements must be accompanied by the auditor’s report on those statements.
(3) The non-statutory accounts must be accompanied by a statement indicating—

  • (a) that those accounts are not specified financial statements in relation to the company;
    (b) whether the specified financial statements for the financial year with which those accounts purport to deal have been delivered to the Registrar;
    (c) whether an auditor’s report has been prepared on the specified financial statements for the financial year; and
    (d) whether the auditor’s report—
    • (i) was qualified or otherwise modified;
      (ii) referred to any matter to which the auditor drew attention by way of emphasis without qualifying the report; or
      (iii) contained a statement under section 406(2) or 407(2) or (3).

(4) The non-statutory accounts must not be accompanied by any auditor’s report on the specified financial statements.
(5) If subsection (2), (3) or (4) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine of $150000.
(6) In this section—
non-statutory accounts(非法定帳目), in relation to a company, means—

  • (a) any statement of financial position or statement of comprehensive income, otherwise than as part of any financial statements prepared by the directors, relating to, or purporting to deal with, a financial year of the company; or
    (b) accounts in any form, otherwise than as part of any financial statements prepared by the directors, purporting to be a statement of financial position or statement of comprehensive income for a group of companies consisting of the company and its subsidiary undertakings relating to, or purporting to deal with, a financial year of the company;

specified financial statements(指明財務報表), in relation to a company, means any financial statements prepared by the directors—

  • (a) a copy of which is required by section 429(1) to be laid before the company in general meeting; or
    (b) a copy of which is required by section 430(3) to be sent to every member or is otherwise circulated, published or issued by the company.
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