Cap. 588B 《會計及財務匯報局(過渡及保留條文及相應修訂)規例》Accounting and Financial Reporting Council (Transitional and Saving Provisions and Consequential Amendments) Regulation
生效中Accounting and Financial Reporting Council (Transitional and Saving Provisions and Consequential Amendments) Regulation
(Enacting provision omitted—E.R. 4 of 2024)
[4 July 2022]
Part 1 — Preliminary
1. (Omitted as spent—E.R. 4 of 2024)
2. Interpretation
In this Regulation—
amended Ordinance (《經修訂本條例》) means the Ordinance as amended by the 2021 Amending Ordinance and this Regulation; Disciplinary Committee (紀律委員會) means a Disciplinary Committee constituted under section 33(3) of the pre-amended PAO; former CPA register (舊有會計師名冊) means the register of certified public accountants kept under section 22 of the pre-amended PAO; pre-amended Ordinance (《原有本條例》) means the Ordinance as in force immediately before the transition date; pre-amended PAO (《原有專業會計師條例》) means the PA Ordinance as in force immediately before the transition date; pre-existing corporate practice (原有執業法團) means a company— (a)that was registered as a corporate practice under the pre-amended PAO; and (b)the name of which appeared in the former CPA register immediately before the transition date; pre-existing CPA(P) partnership firm (原有執業會計師合夥事務所) means a firm of certified public accountants (practising)— (a)that was registered under the pre-amended PAO; and (b)the firm name of which appeared in the former CPA register immediately before the transition date; pre-existing CPA(P) sole proprietor (原有獨營執業會計師) means a certified public accountant (practising) who practises accountancy on the accountant’s own account under a firm name that— (a)was registered under the pre-amended PAO; and (b)appeared in the former CPA register immediately before the transition date; pre-existing practising certificate (原有執業證書) means a practising certificate issued under the pre-amended PAO that was in force immediately before the transition date; specified expiry date (指明屆滿日期) means 31 December 2022; transition date (轉制日期) means 1 October 2022; transition time (轉制時刻) means the time when the transition date begins; transitional period (過渡期) means the period beginning on the transition date and ending on the specified expiry date.3. Pre-existing decisions etc. not affected
Unless otherwise provided in this Regulation, the coming into operation of any provision of the 2021 Amending Ordinance does not affect—
the validity of any decision, determination, order, direction, sanction or action, or any other act, that was made, given, imposed, taken or done under the pre-amended Ordinance or pre-amended PAO before the transition date; and
the taking effect of any such decision, determination, order, direction, sanction, action or act.
4. Provisions not to derogate from section 23 of Interpretation and General Clauses Ordinance
The provisions in this Regulation are in addition to and not in derogation of section 23 of the Interpretation and General Clauses Ordinance (Cap. 1).
Part 2 — Transitional and Saving Provisions in relation to Registration of PIE Auditors under Pre-amended Ordinance
Division 1 — Preliminary
5. Interpretation of Part 2
In this Part—
effective PIE auditor registration (有效公眾利益實體核數師註冊)— (a)means a registration as a PIE auditor under the pre-amended Ordinance that was in force before the transition date; but (b)does not include a registration as a PIE auditor under the pre-amended Ordinance that has expired, or has been revoked, before that date; former PIE auditors register (舊有公眾利益實體核數師名冊) means the register of PIE auditors established under section 20ZX of the pre-amended Ordinance; pre-existing PIE auditor registration (原有公眾利益實體核數師註冊) means— (a)an effective PIE auditor registration; or (b)a registration to which section 7 applies; pre-existing registered PIE auditor (原有註冊公眾利益實體核數師) means a person registered as a registered PIE auditor under the pre-amended Ordinance; pre-existing registration application (PIE auditor) (原有註冊申請(公眾利益實體核數師)) means an application made under section 20G of the pre-amended Ordinance.Division 2 — Effective PIE Auditor Registration and Application for Registration
6. Effective PIE auditor registration not affected
During the transitional period, an effective PIE auditor registration is taken to be a registration as a PIE auditor under the amended Ordinance (deemed registration).
To avoid doubt, subsection (1) does not affect any suspension of an effective PIE auditor registration that was in force immediately before the transition date.
The suspension—
is taken to be a suspension of the deemed registration; and
remains in force for the duration of the suspension period.
In this section—
suspension period (暫時吊銷期), in relation to a suspension of an effective PIE auditor registration, means— (a)if the registration is suspended for a period of time—that period; or (b)if the registration is suspended until the occurrence of an event—the period from the taking effect of the suspension to the occurrence of that event.7. Registration granted but not yet taken effect
If—
a pre-existing registration application (PIE auditor) was granted before the transition date; and
the registration is to take effect on or after that date,
this section applies to the registration.
The validity of the registration, or its taking effect, is not affected only because of the coming into operation of any provision of the 2021 Amending Ordinance.
After taking effect, the registration—
is taken to be a registration as a PIE auditor under the amended Ordinance; and
expires on the specified expiry date.
8. Application for registration decided but applicant not yet informed
This section applies if the HKICPA Council—
made a decision under section 20H of the pre-amended Ordinance on a pre-existing registration application (PIE auditor) before the transition date; but
at the transition time, has not yet informed the applicant of its decision in accordance with section 20I of the pre-amended Ordinance.
Section 20I of the pre-amended Ordinance continues to apply in relation to the decision as if the 2021 Amending Ordinance had not come into operation.
Subject to subsection (2), if—
the decision was to grant the pre-existing registration application (PIE auditor); and
the registration is to take effect on or after the transition date,
the registration is a registration to which section 7 applies.
9. Pending application for registration
A pre-existing registration application (PIE auditor) that was pending immediately before the transition date is, on and after the transition date, taken to be an application made under section 20G of the amended Ordinance.
Division 3 — Condition in relation to Registration
10. Condition in relation to registration not affected
If, before the transition date—
the HKICPA Council decided to impose or amend a condition in relation to a pre-existing PIE auditor registration under section 20S of the pre-amended Ordinance; and
the decision has taken effect under section 37ZD of the pre-amended Ordinance,
the condition is, on and after the transition date, taken to be a condition imposed or amended (as the case requires) under section 20S of the amended Ordinance.
11. Decision about condition not yet taken effect
If—
before the transition date, the HKICPA Council decided to impose or amend a condition in relation to a pre-existing PIE auditor registration under section 20S of the pre-amended Ordinance; but
at the transition time, the decision has not yet taken effect under section 37ZD of the pre-amended Ordinance,
the condition is, after the decision takes effect, taken to be a condition imposed or amended (as the case requires) under section 20S of the amended Ordinance.
12. Auditor not yet informed of decision about condition
This section applies if the HKICPA Council—
decided before the transition date to impose or amend a condition in relation to a pre-existing PIE auditor registration under section 20S of the pre-amended Ordinance; but
at the transition time, has not yet informed the auditor of its decision in accordance with section 20S(3) and (4) of the pre-amended Ordinance.
Section 20S(3) and (4) of the pre-amended Ordinance continues to apply in relation to the decision as if the 2021 Amending Ordinance had not come into operation.
Subject to subsection (2), the condition is a condition to which section 11 applies.
Division 4 — Registered Responsible Person of PIE Auditor
13. Registered responsible person not affected
If—
before the transition date, the name of an individual was recorded in the former PIE auditors register as a responsible person of a pre-existing registered PIE auditor;
at the transition time, the individual is still a responsible person of the auditor; and
the auditor’s registration is a pre-existing PIE auditor registration,
the individual continues to be a registered responsible person of the auditor on and after the transition date.
14. Decision to add registered responsible person
This section applies if—
a pre-existing registered PIE auditor proposed before the transition date to add the name of a person to the list of registered responsible persons of the auditor under section 20Y of the pre-amended Ordinance;
the HKICPA Council has made a decision on the proposal before that date; and
the auditor’s registration is a pre-existing PIE auditor registration.
If—
the decision is a decision to add the name as proposed; but
at the transition time, the name has not yet been added,
the AFRC is to add the name to the list of registered responsible persons of the auditor.
If, at the transition time, the HKICPA Council has not yet informed the auditor of its decision in accordance with section 20Y(4) and (5) of the pre-amended Ordinance (pre-amended provision), the pre-amended provision continues to apply in relation to the decision as if the 2021 Amending Ordinance had not come into operation.
15. Pending proposal to add registered responsible person
If—
a pre-existing registered PIE auditor proposed before the transition date to add the name of a person to the list of registered responsible persons of the auditor under section 20Y of the pre-amended Ordinance;
at the transition time, the HKICPA Council has not yet made any decision on the proposal; and
the auditor’s registration is a pre-existing PIE auditor registration,
the proposal is, on and after the transition date, taken to be a proposal under section 20Y of the amended Ordinance.
Division 5 — Revocation and Suspension of Registration on Non-disciplinary Ground
16. Decision about revocation and suspension of registration not yet taken effect
This section applies if—
the HKICPA Council decided before the transition date to revoke or suspend a pre-existing PIE auditor registration under section 20T or 20X of the pre-amended Ordinance;
at the transition time, the decision has not yet taken effect under section 37ZD of the pre-amended Ordinance; and
the registration is, under section 6 or 7, taken to be a registration as a PIE auditor under the amended Ordinance (deemed registration).
If, at the transition time, the HKICPA Council has not yet informed the auditor of the section 20T decision or section 20X decision in accordance with the relevant provision, that relevant provision continues to apply in relation to the decision as if the 2021 Amending Ordinance had not come into operation.
When the section 20T decision or section 20X decision takes effect, the revocation or suspension has effect as a revocation or suspension of the deemed registration.
In this section—
relevant provision (有關條文)— (a)in relation to a section 20T decision—means section 20T(4) and (5) of the pre-amended Ordinance; and (b)in relation to a section 20X decision—means section 20X(5) and (6) of the pre-amended Ordinance; section 20T decision (第20T條決定) means a decision made under section 20T of the pre-amended Ordinance to revoke or suspend a pre-existing PIE auditor registration; section 20X decision (第20X條決定) means a decision made under section 20X of the pre-amended Ordinance to revoke or suspend a pre-existing PIE auditor registration.17. Pending matter under sections 20T and 20X of pre-amended Ordinance
If, before the transition date—
there was a situation because of which a pre-existing PIE auditor registration could have been subject to revocation or suspension under section 20T or 20X of the pre-amended Ordinance (revocation or suspension matter); but
no decision has been made under the pre-amended Ordinance in relation to the revocation or suspension matter,
the AFRC is to, on and after that date, deal with the matter in accordance with the amended Ordinance.
Division 6 — Notification Requirement
18. Notification requirement under sections 20Z and 20ZA of pre-amended Ordinance
If—
before the transition date, a pre-existing registered PIE auditor was required under section 20Z or 20ZA of the pre-amended Ordinance to inform the HKICPA Council of a change;
the auditor has not done so before that date; and
the auditor’s registration is a pre-existing PIE auditor registration,
that section continues to apply, on and after that date, in relation to the change with the modification that “the AFRC” is substituted for “the HKICPA Council”.
Division 7 — Copy of Former PIE Auditors Register
19. Copy of former PIE auditors register certified by HKICPA continues to be admissible
In any legal proceedings—
a document purporting—
to be a copy of an entry in, or an extract of, the former PIE auditors register; and
to be certified by an authorized officer of the HKICPA under section 20ZY(2)(b) of the pre-amended Ordinance as a true copy of the entry or extract,
is admissible in evidence on its production without further proof; and
unless there is evidence to the contrary, on being admitted in evidence under paragraph (a), the document—
is presumed to be certified by an authorized officer of the HKICPA;
is presumed to be a true copy of the entry or extract; and
is proof of its contents.
Division 8 — Review and Appeal
20. Interpretation of Division 8 of Part 2
In this Division—
previous decision (先前決定) means a decision that falls within paragraph (a)(i) of the definition of specified decision in section 2(1) of the amended Ordinance.21. Remission of previous decision on review
This section applies to the review of a previous decision under Division 3 of Part 3C of the amended Ordinance.
For the purposes of section 37T(1)(b) of the amended Ordinance, the AFRC is, on and after the transition date, taken to be the decision authority in relation to the previous decision.
22. Remission of previous decision on appeal
This section applies to an appeal under Division 5 of Part 3C of the amended Ordinance against a determination of the Tribunal in relation to a previous decision.
For the purposes of section 37ZH(1)(d) of the amended Ordinance, the AFRC is, on and after the transition date, taken to be the decision authority in relation to the previous decision.
Part 3 — Transitional and Saving Provisions in relation to Practising Certificate under Pre-amended PAO
Division 1 — Interpretation
23. Interpretation of Part 3
In this Part—
deemed CPA(P) (視同執業會計師)—see sections 24(2) and 26(6); deemed practising certificate (視同執業證書)—see sections 24(1) and 26(4); pre-existing practising certificate application (原有執業申請) means an application for a practising certificate made under the pre-amended PAO.Division 2 — Pre-existing Practising Certificate
24. Pre-existing practising certificate and its holder
During the transitional period, a pre-existing practising certificate is taken to be a practising certificate issued under section 20AAD of the amended Ordinance (deemed practising certificate).
Accordingly, the holder of a deemed practising certificate is taken to be a certified public accountant (practising) as defined by section 2(1) of the amended Ordinance (deemed CPA(P)).
Also, a condition—
imposed under the pre-amended PAO in relation to a deemed practising certificate; and
in force immediately before the transition date,
is taken to be a condition imposed under section 20AAB(3) of the amended Ordinance.
Division 3 — Pre-existing Practising Certificate Application
25. Pending pre-existing practising certificate application
A pre-existing practising certificate application that was pending immediately before the transition date is, on and after the transition date, taken to be an application made under section 20AA of the amended Ordinance (deemed practising certificate application).
Accordingly, Subdivision 1 of Division 1 of Part 2A of the amended Ordinance applies in relation to a deemed practising certificate application.
26. Decision made to grant pre-existing practising certificate application but practising certificate not yet issued
This section applies if, before the transition date—
the HKICPA Council decided to grant a pre-existing practising certificate application; but
a practising certificate under the pre-amended PAO (PAO practising certificate) has not been issued to the applicant.
For the purposes of subsection (1), the HKICPA Council is regarded as having decided to grant the application if the HKICPA Council is satisfied that the applicant has complied with the requirements under the pre-amended PAO for the issue of a PAO practising certificate.
On and after the transition date, the PAO practising certificate is to be issued to the applicant in accordance with the pre-amended PAO as if the 2021 Amending Ordinance had not come into operation.
The PAO practising certificate so issued is taken to be a practising certificate issued under section 20AAD of the amended Ordinance (deemed practising certificate).
A deemed practising certificate expires on the specified expiry date.
Accordingly, the holder of a deemed practising certificate is taken to be a certified public accountant (practising) as defined by section 2(1) of the amended Ordinance (deemed CPA(P)).
27. Decision made to refuse pre-existing practising certificate application but applicant not yet informed
This section applies if, before the transition date—
the HKICPA Council decided to refuse a pre-existing practising certificate application; but
the HKICPA Registrar has not yet informed the applicant of the decision.
On and after the transition date, the provisions of the pre-amended PAO relating to the requirement to inform the applicant of the decision continue to apply as if the 2021 Amending Ordinance had not come into operation.
Division 4 — Cancellation or Suspension of Practising Certificate under Pre-amended PAO
28. Decision on cancellation or suspension not yet made
This section applies if, before the transition date—
there was a situation because of which a pre-existing practising certificate could have been subject to cancellation or suspension under the pre-amended PAO (pending matter); but
no decision has been made by the HKICPA Council regarding the pending matter.
On and after the transition date, section 20AAO of the amended Ordinance applies in relation to the pending matter.
For the purposes of subsection (2), the date of issue referred to in section 20AAO(1)(a) of the amended Ordinance is the date of issue of the pre-existing practising certificate.
Division 5 — Application of Amended Ordinance to Deemed Practising Certificate
29. Application for renewal of deemed practising certificate
Subdivision 2 of Division 1 of Part 2A of the amended Ordinance applies in relation to the first application by a deemed CPA(P) for the renewal of the deemed practising certificate.
30. Cancellation or suspension of deemed practising certificate
Subdivision 4 of Division 1 of Part 2A of the amended Ordinance applies in relation to the cancellation or suspension of the deemed practising certificate held by a deemed CPA(P).
Part 4 — Transitional and Saving Provisions in relation to Registration of Firm Name or Firm under Pre-amended PAO
Division 1 — Interpretation
31. Interpretation of Part 4
In this Part—
deemed CPA(P) partnership firm (視同執業會計師合夥事務所)—see sections 33(1) and 35(2)(b); deemed CPA(P) sole proprietor (視同獨營執業會計師)—see sections 32(1) and 35(2)(a); pre-existing registration application (firm) (原有註冊申請(事務所)) means an application for registration of a firm name or firm made under the pre-amended PAO.Division 2 — Pre-existing CPA(P) Sole Proprietor and Pre-existing CPA(P) Partnership Firm
32. Pre-existing CPA(P) sole proprietor
During the transitional period, a pre-existing CPA(P) sole proprietor is taken to be a certified public accountant (practising) who practises accountancy on the accountant’s own account under a firm name registered under Division 2 of Part 2A of the amended Ordinance (deemed CPA(P) sole proprietor).
Accordingly, paragraph (a) of the definition of CPA firm in section 2(1) of the amended Ordinance includes a deemed CPA(P) sole proprietor.
Also, the certificate of registration issued under the pre-amended PAO to a deemed CPA(P) sole proprietor is taken to be a certificate of registration issued under section 20AAV of the amended Ordinance.
33. Pre-existing CPA(P) partnership firm
During the transitional period, a pre-existing CPA(P) partnership firm is taken to be a firm of certified public accountants (practising) that practises accountancy in partnership and that is registered under Division 2 of Part 2A of the amended Ordinance (deemed CPA(P) partnership firm).
Accordingly, paragraph (b) of the definition of CPA firm in section 2(1) of the amended Ordinance includes a deemed CPA(P) partnership firm.
Also, the certificate of registration issued under the pre-amended PAO to a deemed CPA(P) partnership firm is taken to be a certificate of registration issued under section 20AAV of the amended Ordinance.
Division 3 — Pre-existing Registration Application (Firm)
34. Pending pre-existing registration application (firm)
A pre-existing registration application (firm) that was pending immediately before the transition date is, on and after the transition date, taken to be an application made under section 20AAS of the amended Ordinance (deemed registration application (firm)).
Accordingly, Subdivision 1 of Division 2 of Part 2A of the amended Ordinance applies in relation to a deemed registration application (firm).
35. Order to approve pre-existing registration application (firm) made but applicant’s firm name or applicant not yet registered
This section applies if, before the transition date—
the HKICPA Council ordered that a pre-existing registration application (firm) be approved; but
the HKICPA Registrar has neither registered the applicant’s firm name or the applicant under the pre-amended PAO nor issued a certificate of registration to the applicant.
During the transitional period, the applicant is taken to be—
if the applicant is a PAO certified public accountant (practising)—a certified public accountant (practising) who practises accountancy on the accountant’s own account under a firm name registered under Division 2 of Part 2A of the amended Ordinance (deemed CPA(P) sole proprietor); or
if the applicant is a firm of PAO certified public accountants (practising)—a firm of certified public accountants (practising) that practises accountancy in partnership and that is registered under Division 2 of Part 2A of the amended Ordinance (deemed CPA(P) partnership firm).
Accordingly—
paragraph (a) of the definition of CPA firm in section 2(1) of the amended Ordinance includes a deemed CPA(P) sole proprietor; or
paragraph (b) of the definition of CPA firm in section 2(1) of the amended Ordinance includes a deemed CPA(P) partnership firm.
Also, a certificate of registration is to be issued on or after the transition date to the applicant in accordance with the pre-amended PAO as if the 2021 Amending Ordinance had not come into operation.
The certificate of registration so issued is taken to be a certificate of registration issued under section 20AAV of the amended Ordinance.
In subsection (2)—
PAO certified public accountant (practising) (《原會計師條例》執業會計師) means a certified public accountant (practising) as defined by section 2(1) of the pre-amended PAO.36. Applicant’s firm name or applicant registered but certificate of registration not yet issued
This section applies if, before the transition date—
the HKICPA Council ordered that a pre-existing registration application (firm) be approved; and
the HKICPA Registrar—
has registered the applicant’s firm name or the applicant under the pre-amended PAO; but
has not issued a certificate of registration to the applicant.
A certificate of registration is to be issued on or after the transition date to the applicant in accordance with the pre-amended PAO as if the 2021 Amending Ordinance had not come into operation.
The certificate of registration so issued is taken to be a certificate of registration issued under section 20AAV of the amended Ordinance.
37. Order to reject pre-existing registration application (firm) made but not yet served
This section applies if, before the transition date—
the HKICPA Council ordered that a pre-existing registration application (firm) be rejected; but
the HKICPA Registrar has not served the order on the applicant or refunded the registration fee to the applicant.
On and after the transition date, the provisions of the pre-amended PAO relating to the requirements to serve the order and to refund the registration fee continue to apply as if the 2021 Amending Ordinance had not come into operation.
Division 4 — Removal of Firm Name under Pre-amended PAO
38. Order to remove firm name not yet made
This section applies if, before the transition date—
there was a situation because of which the firm name of a pre-existing CPA(P) sole proprietor or pre-existing CPA(P) partnership firm could have been ordered by the HKICPA Council to be removed from the former CPA register under the pre-amended PAO (pending matter); but
no order has been made by the HKICPA Council regarding the pending matter.
On and after the transition date, section 20AAZH of the amended Ordinance applies in relation to the pending matter.
39. Order made to remove firm name but firm name not yet removed
This section applies—
if, before the transition date—
the firm name of a pre-existing CPA(P) sole proprietor or pre-existing CPA(P) partnership firm was ordered by the HKICPA Council to be removed from the former CPA register (specified order); but
the firm name has not been so removed; and
if—
the pre-existing CPA(P) sole proprietor is a deemed CPA(P) sole proprietor within the meaning of section 32(1) (continued CPA(P) sole proprietor); or
the pre-existing CPA(P) partnership firm is a deemed CPA(P) partnership firm within the meaning of section 33(1) (continued CPA(P) partnership firm).
Subject to subsections (3), (4), (5) and (6), on and after the transition date, the pre-amended PAO continues to apply in relation to the specified order as if the 2021 Amending Ordinance had not come into operation.
If the outcome of the application of the pre-amended PAO is that the firm name of the continued CPA(P) sole proprietor or continued CPA(P) partnership firm would have been removed from the former CPA register, the HKICPA Registrar must inform the AFRC of the outcome.
The AFRC must then take steps to ensure that the firm name of the continued CPA(P) sole proprietor or continued CPA(P) partnership firm ceases to appear in the AFRC register.
Accordingly, with effect from the time of the cessation—
the continued CPA(P) sole proprietor ceases to be a certified public accountant (practising) who practises accountancy on the accountant’s own account under a firm name registered under Division 2 of Part 2A of the amended Ordinance; or
the continued CPA(P) partnership firm ceases to be a firm of certified public accountants (practising) that practises accountancy in partnership and that is registered under Division 2 of Part 2A of the amended Ordinance.
Also, the certificate of registration of the continued CPA(P) sole proprietor or continued CPA(P) partnership firm ceases to have effect.
To avoid doubt, after the steps are taken under subsection (4), the pre-amended PAO continues to apply as if the firm name of the continued CPA(P) sole proprietor or continued CPA(P) partnership firm had been removed from the former CPA register under the pre-amended PAO.
40. Firm name already removed
This section applies if, before the transition date, a firm name was removed from the former CPA register pursuant to an order of the HKICPA Council under the pre-amended PAO (removal).
On and after the transition date, the pre-amended PAO continues to apply in relation to the removal as if the 2021 Amending Ordinance had not come into operation.
Division 5 — Application of Amended Ordinance to Deemed CPA(P) Sole Proprietor and Deemed CPA(P) Partnership Firm
41. Application for renewal of registration by deemed CPA(P) sole proprietor and deemed CPA(P) partnership firm
Subdivision 2 of Division 2 of Part 2A of the amended Ordinance applies in relation to the first application by a deemed CPA(P) sole proprietor for renewal of the registration of the firm name under which the sole proprietor practises.
Subdivision 2 of Division 2 of Part 2A of the amended Ordinance applies in relation to the first application by a deemed CPA(P) partnership firm for renewal of the registration of the firm (including the firm name).
42. Revocation or suspension of registration of firm name or firm in relation to deemed CPA(P) sole proprietor and deemed CPA(P) partnership firm
Subdivision 4 of Division 2 of Part 2A of the amended Ordinance applies in relation to the revocation or suspension of—
the registration of the firm name under which a deemed CPA(P) sole proprietor practises; or
the registration of a deemed CPA(P) partnership firm and of the firm name under which the firm practises.
Part 5 — Transitional and Saving Provisions in relation to Registration of Corporate Practice under Pre-amended PAO
Division 1 — Interpretation
43. Interpretation of Part 5
In this Part—
deemed corporate practice (視同執業法團)—see sections 44(1) and 46(2); pre-existing registration application (corporate practice) (原有註冊申請(法團)) means an application for registration as a corporate practice made under the pre-amended PAO.Division 2 — Pre-existing Corporate Practice
44. Pre-existing corporate practice
During the transitional period, a pre-existing corporate practice is taken to be a company registered as a corporate practice under Division 3 of Part 2A of the amended Ordinance (deemed corporate practice).
Accordingly, the definition of corporate practice in section 2(1) of the amended Ordinance includes a deemed corporate practice.
Also, a condition—
imposed under the pre-amended PAO in relation to the registration of a deemed corporate practice; and
in force immediately before the transition date,
is taken to be a condition imposed under section 20AAZZG(3)(a) of the amended Ordinance (deemed condition).
For the purpose of applying section 20AAZZG(4) of the amended Ordinance in relation to a deemed condition, the period within which the condition must be complied with (compliance period) as specified by the HKICPA Council is taken to be a compliance period specified by the AFRC.
Further, the certificate of registration issued under the pre-amended PAO to a deemed corporate practice is taken to be a certificate of registration issued under section 20AAZP of the amended Ordinance.
Division 3 — Pre-existing Registration Application (Corporate Practice)
45. Pending pre-existing registration application (corporate practice)
A pre-existing registration application (corporate practice) that was pending immediately before the transition date is, on and after the transition date, taken to be an application made under section 20AAZM of the amended Ordinance (deemed registration application (corporate practice)).
Accordingly, Subdivision 1 of Division 3 of Part 2A of the amended Ordinance applies in relation to a deemed registration application (corporate practice).
46. Order to approve pre-existing registration application (corporate practice) made but applicant not yet registered
This section applies if, before the transition date—
the HKICPA Council ordered that a pre-existing registration application (corporate practice) be approved; but
the HKICPA Registrar has neither registered the applicant under the pre-amended PAO nor issued a certificate of registration to the applicant.
During the transitional period, the applicant is taken to be a company registered as a corporate practice under Division 3 of Part 2A of the amended Ordinance (deemed corporate practice).
Accordingly, the definition of corporate practice in section 2(1) of the amended Ordinance includes a deemed corporate practice.
Also, a certificate of registration is to be issued on or after the transition date to the applicant in accordance with the pre-amended PAO as if the 2021 Amending Ordinance had not come into operation.
The certificate of registration so issued is taken to be a certificate of registration issued under section 20AAZP of the amended Ordinance.
47. Applicant registered but certificate of registration not yet issued
This section applies if, before the transition date—
the HKICPA Council ordered that a pre-existing registration application (corporate practice) be approved; and
the HKICPA Registrar—
has registered the applicant under the pre-amended PAO; but
has not issued a certificate of registration to the applicant.
A certificate of registration is to be issued on or after the transition date to the applicant in accordance with the pre-amended PAO as if the 2021 Amending Ordinance had not come into operation.
The certificate of registration so issued is taken to be a certificate of registration issued under section 20AAZP of the amended Ordinance.
48. Order to reject pre-existing registration application (corporate practice) made but not yet served
This section applies if, before the transition date—
the HKICPA Council ordered that a pre-existing registration application (corporate practice) be rejected; but
the HKICPA Registrar has not served the order on the applicant or refunded the registration fee to the applicant.
On and after the transition date, the provisions of the pre-amended PAO relating to the requirements to serve the order and to refund the registration fee continue to apply as if the 2021 Amending Ordinance had not come into operation.
Division 4 — Removal of Name of Corporate Practice under Pre-amended PAO
49. Pending application for removal of name of corporate practice
An application for the removal of the name of a pre-existing corporate practice from the former CPA register made under the pre-amended PAO that was pending immediately before the transition date is, on and after the transition date, taken to be a request under section 20AAZZB(3)(a) of the amended Ordinance (deemed request).
Accordingly, section 20AAZZB of the amended Ordinance applies in relation to a deemed request.
50. Order to remove name of corporate practice not yet made under section 27 of pre-amended PAO
This section applies if, before the transition date—
there was a situation because of which the name of a pre-existing corporate practice could have been ordered by the HKICPA Council to be removed from the former CPA register under section 27 of the pre-amended PAO (pending matter); but
no order has been made by the HKICPA Council regarding the pending matter.
On and after the transition date, section 20AAZZB of the amended Ordinance applies in relation to the pending matter.
51. Direction to remove name of corporate practice not yet given under section 28D of pre-amended PAO
This section applies if, before the transition date—
there was a situation because of which the name of a pre-existing corporate practice could have been directed by the HKICPA Council to be removed from the former CPA register under section 28D of the pre-amended PAO (pending matter); but
no direction has been given by the HKICPA Council regarding the pending matter.
On and after the transition date—
the AFRC is to deal with the pending matter as if it were a matter for revocation or suspension of the registration of the pre-existing corporate practice under section 20AAZZB(3) of the amended Ordinance; and
for the purposes of the amended Ordinance, a revocation or suspension (if any) pursuant to paragraph (a) is taken to be a revocation or suspension under that section.
52. Order made or direction given to remove name of corporate practice but name not yet removed
This section applies if—
before the transition date—
the name of a pre-existing corporate practice—
was ordered by the HKICPA Council to be removed from the former CPA register under section 27 of the pre-amended PAO (section 27 order); or
was directed by the HKICPA Council to be removed from the former CPA register under section 28D of the pre-amended PAO (section 28D direction); but
the name has not been so removed; and
the pre-existing corporate practice is a deemed corporate practice within the meaning of section 44(1) (continued corporate practice).
Subject to subsections (3), (4), (5) and (6), on and after the transition date, the pre-amended PAO continues to apply in relation to the section 27 order or section 28D direction as if the 2021 Amending Ordinance had not come into operation.
If the outcome of the application of the pre-amended PAO is that the name of the continued corporate practice would have been removed from the former CPA register, the HKICPA Registrar must inform the AFRC of the outcome.
The AFRC must then take steps to ensure that the name of the continued corporate practice ceases to appear in the AFRC register.
Accordingly, with effect from the time of the cessation, the continued corporate practice ceases to be a company registered as a corporate practice under Division 3 of Part 2A of the amended Ordinance.
Also, the certificate of registration of the continued corporate practice ceases to have effect.
To avoid doubt, after the steps are taken under subsection (4), the pre-amended PAO continues to apply as if the name of the continued corporate practice had been removed from the former CPA register under the pre-amended PAO.
53. Name of corporate practice already removed
This section applies if, before the transition date, the name of a corporate practice was removed from the former CPA register pursuant to an order or direction of the HKICPA Council under section 27 or 28D of the pre-amended PAO (removal).
On and after the transition date, the pre-amended PAO continues to apply in relation to the removal as if the 2021 Amending Ordinance had not come into operation.
Division 5 — Notification Requirements on Corporate Practice under Pre-amended PAO
54. Notification requirement under section 28D(6)(a) of pre-amended PAO
This section applies to a cessation of which notice is required to be given to the HKICPA Council under section 28D(6)(a) of the pre-amended PAO (PAO provision).
On and after the transition date, the PAO provision continues to apply with the modification that “the AFRC” is substituted for “the Council” if—
the cessation occurred before the transition date; but
at the transition time—
no notice has been given under that provision; and
the time limit for giving notice under that provision has not ended.
A failure to comply with the modified PAO provision is taken to be a failure under section 3B(4)(b) of the amended Ordinance.
A notice given to the AFRC under the modified PAO provision is taken to be a notice under section 20AAZZG(2) of the amended Ordinance.
In this section—
modified PAO provision (經變通原條文) means section 28D(6)(a) of the pre-amended PAO modified as described in subsection (2).55. Notice given under section 28D(6)(a) of pre-amended PAO before transition date
This section applies if, before the transition date—
notice of cessation was given to the HKICPA Council under section 28D(6)(a) of the pre-amended PAO; but
the HKICPA Council has not exercised the power under section 28D(6)(c) of the pre-amended PAO.
The HKICPA Council must inform the AFRC of the matter referred to in subsection (1).
On and after the transition date, the notice referred to in subsection (1)(a) is taken to be a notice under section 20AAZZG(2) of the amended Ordinance.
56. Notification requirement under section 28H(1) of pre-amended PAO
This section applies to a proposal of which notice is required to be sent to the HKICPA Registrar under section 28H(1) of the pre-amended PAO (PAO provision).
On and after the transition date, the PAO provision continues to apply with the modification that “the AFRC” is substituted for “the Registrar” if—
the proposal was made before the transition date; but
at the transition time—
no notice has been sent under that provision; and
the time limit for sending notice under that provision has not ended.
A failure to comply with the PAO provision modified as described in subsection (2) is taken to be a failure under section 20AAZZH(6) of the amended Ordinance.
57. Notification requirement under section 28H(2) of pre-amended PAO
This section applies to an alteration or addition to articles of association (amendment) of which notice is required to be given to the HKICPA Registrar under section 28H(2) of the pre-amended PAO (PAO provision).
On and after the transition date, the PAO provision continues to apply with the modification that “the AFRC” is substituted for “the Registrar” if—
the amendment was made before the transition date; but
at the transition time—
no notice has been given under that provision; and
the time limit for giving notice under that provision has not ended.
A failure to comply with the PAO provision modified as described in subsection (2) is taken to be a failure under section 20AAZZH(6) of the amended Ordinance.
Division 6 — Application of Amended Ordinance to Deemed Corporate Practice
58. Application for renewal of registration by deemed corporate practice
Subdivision 2 of Division 3 of Part 2A of the amended Ordinance applies in relation to the first application by a deemed corporate practice for renewal of its registration.
59. Revocation or suspension of registration of deemed corporate practice
Subdivision 4 of Division 3 of Part 2A of the amended Ordinance applies in relation to the revocation or suspension of the registration of a deemed corporate practice.
Part 6 — Transitional and Saving Provisions in relation to Practice Unit under Pre-amended PAO
60. Pre-existing practice unit
During the transitional period, a person that was a practice unit under the pre-amended PAO immediately before the transition date is taken to be a practice unit under the amended Ordinance (deemed practice unit).
Accordingly, the definition of practice unit in section 2(1) of the amended Ordinance includes a deemed practice unit.
Also, the provisions of the amended Ordinance that apply in relation to a practice unit as defined by section 2(1) of the amended Ordinance apply in relation to a deemed practice unit.
Part 7 — Transitional and Saving Provisions in relation to Practice Review, Investigation and Disciplinary Proceedings under Pre-amended PAO
Division 1 — Practice Review
61. Interpretation of Division 1 of Part 7
In this Division—
practice review (執業審核) means an examination or a review described in section 32B(1)(b) of the pre-amended PAO.62. Ongoing practice review
This section applies if—
before the transition date, the HKICPA Council issued directions to the Practice Review Committee under section 32B(1)(b) of the pre-amended PAO requiring a practice review to be carried out; but
at the transition time, the practice review has not yet been concluded.
Subject to subsection (3), the practice review is to continue to be dealt with under the pre-amended PAO as if the 2021 Amending Ordinance had not come into operation.
The Practice Review Committee must not, in relation to the practice review, exercise the powers conferred by section 32D(2), (3) and (5) of the pre-amended PAO.
After a conclusion report is made to the Practice Review Committee, the Committee must refer the report to the AFRC.
Section 20ZZE of the amended Ordinance applies in relation to the conclusion report and practice review as if—
the report were an inspection report prepared and submitted to the AFRC under section 20ZZD(1) of the amended Ordinance;
the practice review were an inspection under Division 2 of Part 3AA of the amended Ordinance; and
the PAO practice unit to which the practice review relates were a practice unit.
In this section—
conclusion report (完結報告), in relation to a practice review, means a report made under section 32C(3) of the pre-amended PAO at the conclusion of the review; PAO practice unit (《原會計師條例》執業單位) means practice unit as defined by section 2(1) of the pre-amended PAO; Practice Review Committee (執業審核委員會) means the committee established under section 32A of the pre-amended PAO.63. Continued application of immunity and secrecy provisions in relation to practice review
Section 32G of the pre-amended PAO continues to apply in relation to a continued review as if the 2021 Amending Ordinance had not come into operation.
Section 32H of the pre-amended PAO continues to apply in relation to a continued review with the following modifications—
the references to the FRC in subsection (2)(b) of that section (that subsection) are to be construed as references to the AFRC; and
the reference to the Financial Reporting Council Ordinance in that subsection is to be construed as a reference to the Accounting and Financial Reporting Council Ordinance.
In this section—
continued review (延續審核) means a practice review in relation to which section 62 applies.Division 2 — Investigation
64. Interpretation of Division 2 of Part 7
In this Division—
investigable matter (可調查事宜) means a matter— (a)that allegedly occurred before the transition date; and (b)in relation to which the HKICPA Council could exercise its power under section 42C(2) of the pre-amended PAO.65. Investigable matter not yet investigated
If the HKICPA Council did not exercise its power under section 42C(2) of the pre-amended PAO in relation to an investigable matter before the transition date, the HKICPA Council must inform the AFRC of the matter, and the AFRC—
may direct an investigation to be carried out in relation to the matter under Division 3 of Part 3AA of the amended Ordinance; and
if satisfied that the matter did occur—may deal with the matter under Part 3B of the amended Ordinance as if the matter were a case of CPA misconduct.
For the purposes of subsection (1), the person investigated is taken to be a professional person.
66. Investigation in progress
This section applies if—
before the transition date, an Investigation Committee was constituted under section 42C(2)(a) of the pre-amended PAO to consider an investigable matter; but
at the transition time, the Investigation Committee has not yet informed the HKICPA Council of its opinion on the matter.
Subject to subsection (3), the investigable matter is to continue to be dealt with under the pre-amended PAO as if the 2021 Amending Ordinance had not come into operation.
If eventually the Investigation Committee informs the HKICPA Council that in its opinion there is a prima facie case against the person investigated, the HKICPA Council—
must refer the investigable matter to the AFRC; and
must not take any action under section 42C(1) of the pre-amended PAO in relation to the matter.
After the investigable matter is referred to the AFRC under subsection (3), the AFRC may deal with the person under Part 3B of the amended Ordinance as if the person were a professional person alleged to be guilty of CPA misconduct.
67. Investigation Committee’s opinion not yet acted on
This section applies if—
before the transition date, an Investigation Committee was constituted under section 42C(2)(a) of the pre-amended PAO to consider an investigable matter; and
at the transition time—
the Investigation Committee has informed the HKICPA Council that in its opinion there is a prima facie case against the person investigated; but
the HKICPA Council has not yet taken any action under section 42C(1) of the pre-amended PAO in relation to the matter.
The HKICPA Council—
must refer the investigable matter to the AFRC; and
must not take any action under section 42C(1) of the pre-amended PAO in relation to the matter.
After the investigable matter is referred to the AFRC under subsection (2), the AFRC may deal with the person under Part 3B of the amended Ordinance as if the person were a professional person alleged to be guilty of CPA misconduct.
68. Continued application of secrecy and immunity provisions in relation to investigable matter
Section 42G of the pre-amended PAO continues to apply in relation to a continued matter with the following modifications—
the references to the FRC in subsection (2)(b) of that section (that subsection) are to be construed as references to the AFRC; and
the reference to the Financial Reporting Council Ordinance in that subsection is to be construed as a reference to the Accounting and Financial Reporting Council Ordinance.
Section 42H of the pre-amended PAO continues to apply in relation to a continued matter as if the 2021 Amending Ordinance had not come into operation.
In this section—
continued matter (延續事宜) means an investigable matter in relation to which section 65, 66 or 67 applies.Division 3 — Disciplinary Proceedings
Subdivision 1 — Interpretation and Application
69. Interpretation of Division 3 of Part 7
In this Division—
final disciplinary order (最終紀律處分命令) means a PAO disciplinary order that has taken effect as described in subsection (2); FRC (財匯局) has the meaning given by section 2(1) of the pre-amended Ordinance; PAO disciplinary order (《原會計師條例》紀律處分命令) means— (a)an order referred to in section 73(3) or 74(1); or (b)an order referred to in section 73(4) or 75(1); PAO misconduct (《原會計師條例》失當行為) means an act, omission, conviction or punishment to which section 71 applies; relevant professional person (有關專業人士) means— (a)a certified public accountant (practising); (b)a CPA firm; or (c)a corporate practice.For the purposes of the definition of final disciplinary order in subsection (1)—
an order referred to in paragraph (a) of the definition of PAO disciplinary order in that subsection takes effect when it takes effect in accordance with—
section 35(1)(i) and (ii) of the pre-amended PAO; and
section 38(2) of the pre-amended PAO as modified by section 76; and
an order referred to in paragraph (b) of the definition of PAO disciplinary order in that subsection takes effect when it takes effect in accordance with section 35(1)(i) and (ii) of the pre-amended PAO.
70. Non-application of Part 3C of amended Ordinance
To avoid doubt, nothing in this Division is to be construed as—
applying Part 3C of the amended Ordinance to a PAO disciplinary order or a final disciplinary order; or
enabling a review of, or an appeal from, such an order under that Part.
Subdivision 2 — PAO Disciplinary Matters to be Dealt with under Amended Ordinance
71. Complaint not made
This section applies to an act or omission, or a conviction or punishment—
that was done or made, or took place, before the transition date; and
in respect of which a complaint could be made under section 34(1) of the pre-amended PAO (complaint provision) against a person.
If no complaint was made about the PAO misconduct under the complaint provision before the transition date, the AFRC may deal with the misconduct under Part 3B of the amended Ordinance as if the misconduct were CPA misconduct and the person were a professional person.
72. Complaint made but not yet submitted
This section applies if—
before the transition date, a complaint was made to the HKICPA Registrar under section 34(1) of the pre-amended PAO about any PAO misconduct; but
at the transition time, the HKICPA Registrar has not yet submitted the complaint to the HKICPA Council.
The HKICPA Registrar must refer the complaint to the AFRC.
After the complaint is referred to the AFRC under subsection (2), the AFRC may deal with the complaint under Part 3B of the amended Ordinance as if the person against whom the complaint was made were a professional person alleged to be guilty of CPA misconduct.
Subdivision 3 — PAO Disciplinary Matters to be Dealt with under Pre-amended PAO
73. Complaint already submitted
This section applies if—
before the transition date, a complaint was submitted to the HKICPA Council under section 34(1) of the pre-amended PAO; and
at the transition time, the complaint is still being, or has not yet been, dealt with under the pre-amended PAO.
The complaint is to continue to be dealt with under the pre-amended PAO as if the 2021 Amending Ordinance had not come into operation.
If, pursuant to subsection (2), an order is made under section 35(1) of the pre-amended PAO in relation to the complaint—
the order may be appealed against under section 41 of the pre-amended PAO as if the 2021 Amending Ordinance had not come into operation;
subject to sections 76 and 77, the pre-amended PAO continues to apply in relation to the order and, if the order is varied on appeal, the order so varied as if the 2021 Amending Ordinance had not come into operation; and
for an order made against a relevant professional person—the Disciplinary Committee must inform the AFRC of the order and, if the order is varied on appeal, the order so varied.
If, pursuant to subsection (2), an order is made under section 35B(3) of the pre-amended PAO in relation to the complaint—
subject to sections 76 and 77, the pre-amended PAO continues to apply in relation to the order as if the 2021 Amending Ordinance had not come into operation; and
for an order made against a relevant professional person—the Disciplinary Committee must inform the AFRC of the order.
74. Disciplinary order made under section 35(1) of pre-amended PAO but not yet taken effect
This section applies if—
before the transition date, an order was made under section 35(1) of the pre-amended PAO; but
at the transition time, the order has not yet taken effect in accordance with sections 35(1)(i) and (ii) and 38(2) of the pre-amended PAO.
The order may be appealed against, or continue to be appealed against, under section 41 of the pre-amended PAO as if the 2021 Amending Ordinance had not come into operation.
Subject to sections 76 and 77, the pre-amended PAO continues to apply in relation to the order and, if the order is varied on appeal, the order so varied as if the 2021 Amending Ordinance had not come into operation.
If the order is made against a relevant professional person, the Disciplinary Committee must inform the AFRC of the order and, if the order is varied on appeal, the order so varied.
75. Disciplinary order made under section 35B(3) of pre-amended PAO but not yet taken effect
This section applies if—
before the transition date, an order was made under section 35B(3) of the pre-amended PAO; but
at the transition time, the order has not yet taken effect in accordance with section 35(1)(i) and (ii) of the pre-amended PAO.
Subject to sections 76 and 77, the pre-amended PAO continues to apply in relation to the order as if the 2021 Amending Ordinance had not come into operation.
If the order is made against a relevant professional person, the Disciplinary Committee must inform the AFRC of the order.
76. Taking effect of disciplinary order
Section 38 of the pre-amended PAO (that section) applies to an order referred to in section 73(3) or 74(1) with the modification that the following provision is substituted for subsection (2) of that section—
Despite section 35(1)(i) and (ii), an order made under section 35(1) can take effect only after—
the expiry of the 30-day period beginning after the date of service of the order on the person against whom the order is made; or
if the order is appealed against under section 41—the appeal is finally determined as described in section 2(2).”.
77. Effect of final disciplinary order
This section applies to a final disciplinary order.
If the order is an order to cancel a pre-existing practising certificate, it has effect as a sanction to cancel a practising certificate.
If the order is an order that a practising certificate (as defined by section 2(1) of the pre-amended PAO) must not be issued to a person—
it has effect as a sanction that a practising certificate must not be issued to the person; and
for the purposes of section 20AAL(1)(f)(ii) of the amended Ordinance, it is taken to be a sanction imposed under section 37CA(2)(f) of the amended Ordinance.
If the order is an order to remove the firm name of a pre-existing CPA(P) sole proprietor from the former CPA register—
it has effect as a sanction to revoke the registration of the sole proprietor’s firm name; and
for the purposes of section 20AAZJ(1) of the amended Ordinance, the registration is taken to be revoked under section 37CA(2)(d)(i) of the amended Ordinance.
If the order is an order to remove the firm name of a pre-existing CPA(P) partnership firm from the former CPA register—
it has effect as a sanction to revoke the registration of the firm (including the firm name); and
for the purposes of section 20AAZJ(1) of the amended Ordinance, the registration is taken to be revoked under section 37CA(2)(d)(i) of the amended Ordinance.
If the order is an order to remove the name of a pre-existing corporate practice from the former CPA register—
it has effect as a sanction to revoke the registration of the corporate practice; and
for the purposes of section 20AAZZD(1) of the amended Ordinance, the registration is taken to be revoked under section 37CA(2)(d)(i) of the amended Ordinance.
If the order is an order to pay a sum to the FRC, it has effect as an order to pay the sum to the AFRC.
Part 8 — Transitional and Saving Provisions in relation to Appeal under Pre-amended PAO
78. Interpretation of Part 8
In this Part—
relevant decision (有關決定) means— (a)a decision that an application for a practising certificate made under the pre-amended PAO be refused; (b)an order that an application for registration of a firm name or firm made under the pre-amended PAO be rejected; (c)an order that a firm name be removed from the former CPA register; (d)an order that an application for registration as a corporate practice made under the pre-amended PAO be rejected; (e)an order that the name of a corporate practice be removed from the former CPA register; (f)the removal of the name of a corporate practice from the former CPA register; or (g)an order made by a Disciplinary Committee under the pre-amended PAO; specified appeal (指明上訴) means an appeal referred to in section 79 or 80.79. Appeal not made before transition date
This section applies in relation to a person’s right to appeal to the Court of Appeal under the pre-amended PAO against a relevant decision.
On and after the transition date, the right to appeal may be exercised as if the 2021 Amending Ordinance had not come into operation if, at the transition time—
the person has not exercised the right; and
the period for exercising the right has not ended.
Subject to section 81, the pre-amended PAO applies in relation to an appeal made pursuant to subsection (2).
80. Appeal not yet finally determined before transition date
This section applies if, before the transition date—
an appeal against a relevant decision was made to the Court of Appeal under the pre-amended PAO; but
the appeal has not yet been finally determined as described in section 2(2) of the pre-amended PAO.
On and after the transition date, subject to section 81, the pre-amended PAO continues to apply in relation to the appeal.
81. Application of section 28D of pre-amended PAO in relation to specified appeal
Section 28D of the pre-amended PAO applies in relation to a specified appeal with the following modifications—
the following provision is substituted for subsection (9)(e)(i) of that section—
order the AFRC to register the appellant as a corporate practice under Division 3 of Part 2A of the AFRC Ordinance;”;
the following provision is substituted for subsection (9)(e)(iii) of that section—
confirm the relevant direction under this section.”; and
the following provision is added after subsection (9) of that section—
Despite section 20AAZQ(1)(a) of the AFRC Ordinance, the registration of a person pursuant to an order made under subsection (9)(e)(i) takes effect on the date of the order.”.
82. Determination of Court of Appeal not affected
Nothing in the 2021 Amending Ordinance affects the validity of the determination of the Court of Appeal made on a specified appeal.
83. Informing AFRC of determination of Court of Appeal
The HKICPA Council or the Disciplinary Committee (as the case requires) must inform the AFRC of the determination of the Court of Appeal made on a specified appeal.
Part 9 — Miscellaneous Matters in relation to Pre-amended PAO and its Subsidiary Legislation
84. Direction given under section 18B of pre-amended PAO
To avoid doubt, for the purposes of sections 3B(1)(f)(i) and 4(2)(a)(vi), (3)(b), (4)(b) and (5)(g) of the amended Ordinance, a direction given under section 18B of the pre-amended PAO is a direction lawfully given by the HKICPA Council.
85. List and certificate under section 32 of pre-amended PAO
On and after the transition date, section 32(3) of the pre-amended PAO continues to apply in relation to a list published in the Gazette under section 32(1) or (2) of the pre-amended PAO before that date as if the 2021 Amending Ordinance had not come into operation.
On and after the transition date, section 32(4) of the pre-amended PAO continues to apply in relation to a certificate purporting to be signed by the HKICPA Registrar before that date as if the 2021 Amending Ordinance had not come into operation.
86. No new application for restoration of name under section 39(1) of pre-amended PAO on and after transition date
Despite any provision of this Regulation that provides for the continued application of the pre-amended PAO, no new application for the restoration of a person’s name may be made under section 39(1) of the pre-amended PAO on and after the transition date.
87. Pending application for restoration of name under section 39(1) of pre-amended PAO
This section applies if—
before the transition date, an application was made under section 39(1) of the pre-amended PAO for the restoration of—
the name of a person who was a certified public accountant before the name was removed from the former CPA register;
the firm name of a person who held a practising certificate issued under the pre-amended PAO;
the firm name of a firm of certified public accountants (practising); or
the name of a company that was a corporate practice under the pre-amended PAO before the name was removed from the former CPA register; and
the application was pending immediately before the transition date.
The application is to continue to be dealt with under the pre-amended PAO as if the 2021 Amending Ordinance had not come into operation.
If the application is a CPA(P) application, firm application or CP application, the HKICPA Council must inform the AFRC of its decision on the application.
If a CPA(P) application is allowed—
the AFRC must register the firm name under Division 2 of Part 2A of the amended Ordinance as if the application were—
made under section 20AAS(1) of the amended Ordinance; and
granted under section 20AAT of the amended Ordinance; and
despite section 20AAW(1)(a) of the amended Ordinance, the registration of the firm name takes effect on the day on which the application is allowed.
If a firm application is allowed—
the AFRC must register the firm (including the firm name) under Division 2 of Part 2A of the amended Ordinance as if the application were—
made under section 20AAS(2) of the amended Ordinance; and
granted under section 20AAT of the amended Ordinance; and
despite section 20AAW(1)(a) of the amended Ordinance, the registration of the firm (including the firm name) takes effect on the day on which the application is allowed.
If a CP application is allowed—
the AFRC must register the company as a corporate practice under Division 3 of Part 2A of the amended Ordinance as if the application were—
made under section 20AAZM(1) of the amended Ordinance; and
granted under section 20AAZN of the amended Ordinance; and
despite section 20AAZQ(1)(a) of the amended Ordinance, the registration of the company takes effect on the day on which the application is allowed.
In this section—
CP application (執業法團申請) means an application referred to in subsection (1)(a)(iv); CPA(P) application (執業會計師申請) means an application referred to in subsection (1)(a)(ii); firm application (事務所申請) means an application referred to in subsection (1)(a)(iii).88. Resignation tendered by certified public accountant under section 49 of pre-amended PAO before transition date
This section applies if, before the transition date—
a certified public accountant tendered to the HKICPA Council the accountant’s resignation from the HKICPA under section 49(1) of the pre-amended PAO (pending matter); but
no decision has been made by the HKICPA Council regarding the pending matter.
On and after the transition date, section 49(3) of the PA Ordinance as amended by the 2021 Amending Ordinance applies in relation to the pending matter.
89. Saving of Part VIII of pre-amended By-laws
This section applies in relation to a complaint referred to in by-law 34(1) of the pre-amended By-laws that was made before the transition date.
Part VIII of the pre-amended By-laws continues to apply on and after the transition date in relation to the complaint as if the 2021 Amending Ordinance had not come into operation.
In this section—
pre-amended By-laws (《原有附例》) means the Professional Accountants By-laws (Cap. 50 sub. leg. A) as in force immediately before the transition date.Part 10 — Miscellaneous Matters in relation to Ordinance
90. Practice irregularity committed before transition date
This section applies in relation to any practice irregularity (within the meaning of section 4 of the pre-amended Ordinance) that—
was committed before the transition date; and
is still being, or has not yet been, dealt with under the pre-amended Ordinance at the transition time.
The practice irregularity—
is, on and after the transition date, taken to be a practice irregularity under section 4 of the amended Ordinance; and
is to be dealt with under the amended Ordinance.
91. Misconduct committed before transition date
This section applies in relation to any misconduct (as defined by section 2(1) of the pre-amended Ordinance) that—
was committed before the transition date; and
is still being, or has not yet been, dealt with under the pre-amended Ordinance at the transition time.
The misconduct—
is, on and after the transition date, taken to be FR misconduct; and
is to be dealt with under the amended Ordinance.
92. Interpretation of section 10B of, and Part 4A of Schedule 2 to, Ordinance before transition date
Before the transition date, section 10B of, and Part 4A of Schedule 2 to, the Ordinance apply with the following modifications—
the references to the AFRC in that section and that Part are to be construed as references to the FRC; and
the references to regulatory objectives and functions in that section are to be construed as references to the regulatory objectives and functions of the AFRC under the amended Ordinance.
93. AFRC’s powers to give directions to relevant persons
The AFRC may, in connection with the performance of a function under the amended Ordinance, give directions to relevant persons.
A direction under subsection (1) may require—
a person whose registration as a certified public accountant ceased to be valid before the transition date—
to produce or provide to the AFRC a document or information in connection with the registration of the person as a certified public accountant; or
to deliver to the AFRC the certificate of registration issued to the person and in the possession, custody or control of the person;
a person who has been issued with a practising certificate that ceased to be valid before the transition date—
to produce or provide to the AFRC a document or information in connection with the issue of the practising certificate; or
to deliver to the AFRC the practising certificate in the possession, custody or control of the person;
a person who practised on the person’s own account as a certified public accountant (practising), or practised in partnership as a firm of certified public accountants (practising), under a firm name the registration of which ceased to be valid before the transition date—
to produce or provide to the AFRC a document or information in connection with the registration of the firm name; or
to deliver to the AFRC the certificate of registration issued to the person and in the possession, custody or control of the person; or
a former director of a company the registration of which as a corporate practice ceased to be valid before the transition date—
to produce or provide to the AFRC a document or information in connection with the registration of the company as a corporate practice; or
to deliver to the AFRC the certificate of registration issued to the company in the possession, custody or control of the former director.
Also, a direction under subsection (1) may require a relevant person to give to the AFRC an explanation for an act or omission of the person, committed at a time when the relevant registration or practising certificate (as appropriate) was valid, that appears to the AFRC to be—
conduct unbecoming of a member of the accountancy profession;
conduct that may affect the reputation, integrity and status of the AFRC or of the accountancy profession; or
conduct that may fall within section 34(1)(a)(iii) to (xvi) and (b) of the pre-amended PAO.
Nothing in this section is to be taken to compel the production or provision by a person of any document or information containing privileged communication by or to a legal practitioner in that capacity.
For the purposes of sections 3B(1)(f)(ii) and 4(2)(a)(vi), (3)(b), (4)(b) and (5)(g) of the amended Ordinance, a direction given under subsection (1) is a direction lawfully given by the AFRC.
This section does not limit section 10 or 10A of the amended Ordinance.
In this section, each of the following expressions has the meaning given by section 2(1) of the pre-amended PAO—
certified public accountant;
certified public accountant (practising);
corporate practice;
firm name;
practising certificate.
In this section—
former director (舊有董事), in relation to a company, means a person who was a director of the company at the time of its registration as a corporate practice; relevant person (有關人士) means a person referred to in subsection (2)(a), (b), (c) or (d).94. Saving of section 50C of, and Schedule 7 to, pre-amended Ordinance
This section applies if—
before the transition date, the HKICPA specified under section 50C of the pre-amended Ordinance the way in which and the time within which a PIE auditor must pay the levy payable under that section; but
at the transition time, the levy has not yet been paid.
Section 50C of, and Schedule 7 to, the pre-amended Ordinance continue to apply on and after the transition date in relation to the levy with the modification that a reference to the HKICPA in those provisions is to be construed as a reference to the AFRC.
95. Saving of section 52 of pre-amended Ordinance
This section applies in relation to the proceedings referred to in section 52(1) of the pre-amended Ordinance that—
commenced before the transition date; but
have not been concluded at the transition time.
Section 52 of the pre-amended Ordinance continues to apply on and after the transition date in relation to the proceedings as if the 2021 Amending Ordinance had not come into operation.
96. Application of section 55 of amended Ordinance
Section 55 of the amended Ordinance does not apply in relation to any communication described in that section that was made before the transition date to the FRC.
In this section—
FRC (財匯局) has the meaning given by section 2(1) of the pre-amended Ordinance.97. Saving of 2019 pre-amended Ordinance in relation to certain investigations
An investigation may be initiated under Part 3 of the 2019 pre-amended Ordinance in relation to any audit, or the preparation of any specified report, that had been completed for a listed entity before the 2019 Ordinance commencement date .
The 2019 pre-amended Ordinance continues to apply on and after the transition date, with the modifications specified in subsection (3), in relation to—
an investigation that was initiated under Part 3 of that Ordinance before the transition date; and
an investigation initiated pursuant to subsection (1).
For the purposes of subsection (2), the modifications are—
a reference to the Council in the 2019 pre-amended Ordinance (that Ordinance) is to be construed as a reference to the AFRC;
in section 2(1) of that Ordinance, the definition of specified enforcement agency is to be construed as if paragraph (c) of that definition were repealed;
a reference in that Ordinance to any proceedings under Part V of the Professional Accountants Ordinance (Cap. 50) is to be construed as a reference to—
any appeal under section 41 of the PA Ordinance; or
any complaint before a Disciplinary Committee;
section 36(1)(c) of that Ordinance is to be construed as excluding referral of the case concerned under section 9(f) of that Ordinance to the HKICPA;
section 36 of that Ordinance is to be construed as if provisions to the following effect were included in that section—
a relevant irregularity found from an investigation is to be regarded as a professional irregularity within the meaning of section 3B of the amended Ordinance; and
the auditor concerned or the reporting accountant concerned is to be regarded as a professional person as defined by section 2(1) of the amended Ordinance; and
section 53 of that Ordinance is to be substituted by section 53 of the amended Ordinance.
In this section—
2019 pre-amended Ordinance (《2019年原有本條例》) means the Ordinance as in force immediately before the 2019 Ordinance commencement date ; specified report (指明報告) has the meaning given by section 2(1) of the 2019 pre-amended Ordinance.98. HKICPA to provide records and assistance to Council
The HKICPA must provide the Council with records and assistance that the Council requires for—
preparing to perform its functions under the amended Ordinance;
dealing with—
any pending application made under the pre-amended PAO—
for the issue of a practising certificate;
for registration of a firm or firm name; or
for registration as a corporate practice;
any ongoing practice review or investigation carried out under the pre-amended PAO;
any complaint made under the pre-amended PAO;
any appeal made under the pre-amended PAO;
any pending application made under the pre-amended Ordinance for registration as a registered PIE auditor;
any pending proposal made by a registered PIE auditor under the pre-amended Ordinance to add an additional registered responsible person;
any matter that is being dealt with under section 20T or 20X of the pre-amended Ordinance at the transition time; and
any of the following matters that is being dealt with under the pre-amended PAO at the transition time—
cancellation or suspension of a practising certificate;
removal of a firm name from the former CPA register;
removal of the name of a corporate practice from the former CPA register; or
establishing—
the AFRC register under section 20AAZZI of the amended Ordinance; and
the PIE auditors register under section 20ZX of the amended Ordinance.
The records and assistance must be provided to the Council in the way, and within the time, specified by the Council.
The Council must ensure that there are in place proper procedures and systems to safeguard against unauthorized access to, or unauthorized use of, the records provided under this section.
In relation to any personal data provided under this section, the Council must ensure that the data is used, disclosed and retained for the purposes set out in subsection (1).
The provision of records by the HKICPA to the Council under this section does not amount to—
a breach of duty of confidentiality or secrecy to which the HKICPA is subject immediately before the provision; or
a contravention by the HKICPA or the Council of the Personal Data (Privacy) Ordinance (Cap. 486).
In this section—
Council (局方) means— (a)before the transition date—the Financial Reporting Council established by section 6(1) of the pre-amended Ordinance; and (b)on and after that date—the Accounting and Financial Reporting Council continued under section 6 of the amended Ordinance; personal data (個人資料) has the meaning given by section 2(1) of the Personal Data (Privacy) Ordinance (Cap. 486).Part 11
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Schedule
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