New Hong Kong Companies Ordinance (Cap. 622)

On 3 March 2014, an entirely new Hong Kong Companies Ordinance (Cap. 622) came into effect in Hong Kong. The new Companies Ordinance (new CO) is a comprehensive rewrite of the predecessor Companies Ordinance (Cap. 32) aimed at modernising Hong Kong’s company law and further enhancing Hong Kong’s status as a major international business and financial centre. This means that while in some areas the new CO carries forward the requirements of the predecessor CO (Cap. 32), it also introduces important differences to watch out for.

To assist with understanding the key areas of changes, KPMG has developed a series of briefing notes, each one focusing on a particular topic relevant to financial reporting, and a practical guide designed to assist you in the preparation of a business review that complies with the new Schedule 5 requirements. This topic page provides you with direct access to these materials.

In addition to these materials, we also have a wide selection of other resources available on the new CO developed to assist our audit teams and clients. These include:

• information sheets covering:
  
  • the business review exemptions
    
  • the consolidation exemptions
    
  • the new requirement for Hong Kong incorporated companies to comply with the accounting standards specified by the HKICPA; and
    
  • the new section 436 requirements in connection with the publication of non-statutory accounts.
    
• disclosure checklists to help ensure that the minimum disclosure requirements of the new CO are met; and
  
• roll-forward notes designed to assist you in answering the question “do we still need to disclose xyz under the new Companies Ordinance?”

These briefing notes highlight the areas of change and key requirements of the new Hong Kong Companies Ordinance (Cap. 622) from a financial reporting perspective. By including discussion of practical issues and worked examples, and by providing an easy way to find relevant sections and regulations in the new Companies Ordinance, the briefing notes aim to assist you in the transition periods and beyond.

This practical guide is intended for companies listed on the Hong Kong Stock Exchange and any other companies who are interested in using this opportunity to improve the way they communicate with stakeholders about their operations. The guide introduces the new requirements in the law and includes tips and examples for each of the topics required to be covered by Schedule 5. It also discusses how a business review can both embrace the HKICPA’s “Accounting Bulletin 5” guidance and meet the Listing Rule requirements and recommendations relating to the management discussion and analysis (MD&A).