Cap. 32J 《公司(董事行為操守報告)規例》Companies (Reports on Conduct of Directors) Regulation

Schedule

1. Interpretation

2. Reports required under section 168I(3) of the Ordinance

3. Return by office-holder

生效中

版本日期: 2025-05-23

Cap. 32I

Cap. 32K

Companies (Reports on Conduct of Directors) Regulation

(Cap. 32, section 168S(2))

(Enacting provision omitted—E.R. 1 of 2014)

[15 July 1994]

(Format changes—E.R. 1 of 2014)

In this Regulation—

commencement date (生效日期) means the date when this Regulation comes into operation; liquidator (清盤人) includes a provisional liquidator.

(1)

This section applies to a report made to the Official Receiver under section 168I(3) of the Ordinance by—

(a)

a liquidator (other than the Official Receiver) of a company to which Part IVA of the Ordinance applies the winding up of which commences on or after the commencement date; or (30 of 1999 s. 44)

(b)

a receiver of a company appointed on or after the commencement date.

(2)

The report shall be made in Form D1 set out in the Schedule and in the manner and to the extent required by that form.

(1)

This section applies where it appears to a liquidator of a company as mentioned in section 2(1)(a) or to a receiver as mentioned in section 2(1)(b) (each of whom is here referred to as office-holder) that the company has at any time become insolvent within the meaning of section 168H(2) of the Ordinance.

(2)

Subject as follows there may be furnished to the Official Receiver by an office-holder at any time during the period of 6 months from the relevant date (defined in subsection (4)) a return with respect to every person who—

(a)

was, on the relevant date a director or shadow director of the company; or

(b)

had been a director or shadow director of the company at any time in the 3 years immediately preceding that date.

(3)

The return shall be made in Form D2 set out in the Schedule, and in the manner and to the extent required by that form.

(4) For the purposes of this section, the relevant date (有關日期) means—(a)in the case of a company being wound up by the court, the date of the winding up order;(b)in the case of a voluntary winding up by reason of inability to continue business under section 228A of the Ordinance, the date of the delivery to the Registrar of the winding-up statement made under that section; (14 of 2016 s. 175)(c)in the case of a company in creditors’ voluntary winding up (there having been no certificate of solvency issued by the directors under section 233 of the Ordinance), the date of the passing of the resolution for voluntary winding up; (28 of 2003 s. 127) (d)in the case of a company in members’ voluntary winding up, the date on which the liquidator forms the opinion that, at the time when the company went into liquidation, its assets were insufficient for the payment of its debts and other liabilities and the expenses of winding up;(e)in the case of the receiver, the date of his appointment.

(5)

The responsible office-holder shall furnish a return complying with subsections (2) and (3) to the Official Receiver not later than the expiry of the period of 6 months from the relevant date where no return has been so furnished by a day one week before the expiry of that period, and for the purposes of this subsection the responsible office-holder shall be the person in office in relation to the company on the day specified above or where no person is in office on that day the office-holder who vacated office nearest to that day.

(6)

A return need not be provided under this section if an office-holder has, since the relevant date, made reports to the Official Receiver under section 168I(3) of the Ordinance with respect to all the persons falling within subsection (2) and (apart from this subsection) required to be the subject of return.

(7)

If a responsible office-holder without reasonable excuse fails to comply with the duty imposed by subsection (5), he is liable to a fine not exceeding level 2. (E.R. 4 of 2021)

If you have marked box (c) or (e)

please indicate the likely date

when the report, if any, will be

submitted:

[ss. 2(2) & 3(3)]

Form D1

Insolvent Company in *Liquidation/ReceivershipReport on Conduct of Directors under Section 168I(3) of the
Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32)

* Delete as appropriate.


Company number	_	Official Use
Name of company	_
	_
Registered office address	_
	_
Nature of business	_
Trading names	_
	_
Principal place of business	_
	_
Date of *liquidation/ appointment of receiver	_
Name of *liquidator/receiver	_
*Liquidator’s/Receiver’s address	_
	_
	_
Period covered by report	From: _
	To: _

I am the *liquidator/receiver of the company which is insolvent and it appears to me that the persons listed in the Schedule were either directors or shadow directors of the company and were the only such directors of the company during the period covered by this report.

It further appears to me that the conduct of each of the persons in respect of whom I have marked “Y” in column 5 in the Schedule as a director of the company, either considered in relation to this company alone or taken together with his conduct as a director of any other company, makes him unfit to be concerned in the management of a company. Details of his conduct are provided in Annex B of this report.

SCHEDULE

1	2	3	4		5
Full name and other known names	Last known address	Mark “X” if shadow director	Period as director		If you have attached supplementary details please mark “Y”
			From	To

* Liquidator’s/Receiver’s signature _Date _Remember to attach Annex A and Annex B.

ANNEX AFURTHER DETAILS OF THE COMPANYNAME OF COMPANY

Date of incorporation

3A.

Re-domiciliation date (for a re-domiciled company)

Period of trading

From _To _

Estimated distribution(s) to
creditors ‧preferential: ‧unsecured:

Summary of statement of
affairs

Gross assets:

Gross liabilities to creditors:

Estimated total deficiency as regards creditors: Called-up capital:

Approximate number and value
of unsecured creditors
distinguishing between

No.

Trade and expense:

Depositor or consumer pre-paid:

Connected companies:

Other:

8.	Details of other connected companies with which the company has had any dealings.
The above is correct to the best of my knowledge, information and belief.
* Liquidator’s/Receiver’s signature _
Date _
A separate Annex B is to be completed for each director to be reported upon.

(14 of 2025 s. 116)

ANNEX BNAME OF COMPANYFULLER DETAILS OF THE INDIVIDUAL DIRECTOR SUBJECT
TO THIS REPORT

9.	Full name of director:
10.	Date of birth:
11.	Occupation, trade or profession:
12.	Position(s) held within company:

13.	Give details (on such additional pages as necessary) of the conduct of the director, which makes it appear to you that the conditions of section 168H(1) of the Ordinance are satisfied. You should have particular regard to the Fifteenth Schedule of the Ordinance.
14.	List the remuneration and other benefits during each of the 3 years to the relevant date in relation to the company as defined in section 3(4) of this Regulation—

Period ended	Remuneration received	Remuneration voted	Cash expenses	Benefits in kind
	$	$	$	$
_	_	_	_	_
_	_	_	_	_
_	_	_	_	_

15.

(a)

Other companies of which the director is or was during the 3 years to the relevant date in relation to the company as defined in section 3(4) of this Regulation also a director or shadow director.

Name of company	Company No.	Are you also the liquidator or receiver of that company (Yes/No)	Mark “X” here if you are to submit a conduct report in respect of the company or enter date of report if already submitted

(b)

Give details of any other companies not listed at paragraph 8 or subparagraph (a) with which the director may have had an association which you feel may be relevant to the consideration of his conduct.

16.	Give brief details of any civil or criminal proceedings in relation to the company taken or likely to be taken against the director.

17.	Are there any other matter(s) which you consider the Official Receiver should take into consideration.
The details given in Annex B (comprising . pages) are correct to the best of my knowledge, information and belief.
* Liquidator’s/Receiver’s signature _
Date _

(28 of 2012 ss. 912 & 920)

Form D2Insolvent Company in *Liquidation/ReceivershipReturn of Directors under Section 3(3) of the Companies (Reports on
Conduct of Directors) Regulation (Cap. 32 sub. leg. J)

* Delete as appropriate.


Company number	_	Official Use
Name of company	_
	_
Registered office address	_
	_
Nature of business	_
Trading names	_
	_
Principal place of business	_
	_
Date of *liquidation/ appointment of receiver	_
Name of *liquidator/receiver	_
*Liquidator’s/Receiver’s address	_
	_
	_

Mark with an “X” the statement which applies.

1.	(i)	I have not submitted a report in this case because:
		(a)	□	the company has sufficient assets to pay its debts and other liabilities and the expenses of any winding-up
		(b)	□	as at the date of this return I have not become aware of any matters which would require me to make a report under section 168I(3) of the Ordinance
		(c)	□	sufficient information is not yet to hand (see below).
	(ii)	I have not submitted a report on all of the directors in this case because:
		(d)	□	as at the date of this return I have not become aware of any matters which would require me to make a report under section 168I(3) of the Ordinance on the remaining directors
		(e)	□	sufficient information is not yet to hand (see below).

The persons listed in the Schedule were to the best of my knowledge and belief all the persons who were directors or shadow directors of the company during the 3 years prior to the relevant date in relation to the company as defined in section 3(4) of the Companies (Reports on Conduct of Directors) Regulation (Cap. 32 sub. leg. J):

SCHEDULE

Full name and other known names	Last known address	Mark “X” if shadow director	Period as director
			From	To

* Liquidator’s/Receiver’s signature _Date _(E.R. 1 of 2014)