m:il t 11 f11 fx im 89senior clerical staff attended supervisory management training. the continuing...
TRANSCRIPT
COMPANIES REGISTRY
0 lll
ANNUAL REPORT 1996-97
m BJECTIVES
Our vision is To ach ieve world-wide recognition as an excellent Companies
Registry giving the community a quality service
Our mission is bull To provide our customers with effic ient cost-effective and
quality services and facilities to incorporate companies and
to register and exam ine company documents
bull To continuously review and improve our services and
facilities taking account of the needs and expectations of
our customers and the best modern technology avai lable
bull To motivate our staff to achieve organizational objectives
by adopting appropriate human resource management
strategies
Our values are bull To care for and respect our customers by listening to them
and taking into account their needs and expectations when
middotshaping the type and quality of service which we deliver 1
bull To care for and respect our colleagues as a quality service
can be delivered on ly through dedicated people of high
calibre work ing together as a team
bull To change for the better by remaining receptive to new
ideas technologies and work practices so as to improve
the level and quality of our services and facilities
Our Aims
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6
COMPANIES REGISTRY
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M icrofiche Reading Room
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11 UNCTIONS
The Registris primary functions are bull To provide facilities to allow the promoters of companies
limited partnerships trust companies and registered trustees
to incorporate their enterprises and to register all
documentation required by the various ordinances
governing those enterprises
bull To provide the public with facilities to search for the
information held by the Registry
bull To ensure compliance by enterprises and their officers with
their obligations under relevant ordinances
bull To advise the Government on policy and legislative issues
regarding company law and related legislation
Over 50 terminals to serve public search customers
JB~li+gpff~f(tgp~HIJ
Ordinances administered by the Registry
include bull Companies Ordinance (Chapter 32)
bull Limited Partnerships Ordinance (Chapter 37)
bull Trustee Ordinance (Chapter 29)
bull Registered Trustees Incorporation Ordinance (Chapter 306)
bull Money Lenders Ordinance (Chapter 163)
bull Miscellaneous incorporation ordinances
Our staff explaining the microfilming process to the Financial Secretary
The Hon Donald Tsang JP
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7
bullbull
COM PAN IE S REGISTRY
0 ~ n fffi ~
GI UMAN RESOURCES
Organization
The Reg istrys functions are supported by the organization bull~~~~mbull~bullmiddotbullfiM~bull~bull~ shown below
~I
Registrar of Companies ~~~flampllll
I
I I I I Business Manag r
~UUlll
e retary S CLR i ii]$iampf~
~~~wbull
Regi try Manager i ii]tiffiYl~JI
Registry Soli it or iii]tiffiJI~ Bifi
I I I I I I Company
Financral Development
Customer Su pport Services Services
ffi)jU~lsect ~=~~lsect
Formation amp RegistrationComputer Enforcement iE]JtitServices 111 i ii]poundJrampJlllsect ~111 IHHJiiJ
Public Search
illlffil
I I General
LegalSupport ServicesServices )if~lsect
lsect
bull Standing Committee on Company Law Reform
As the market cond itions wh ich determine the Reg istrys
workload change from time to time the Registry adopts a flex ible
staff structure In view of this as far as practicable temporary
and short term contract staff are emp loyed or released in
response to fluctuations in activity leve ls The va lue of this
flex ible approach was demonstrated clearl y in 1996-97 when
the Registry was faced with sign ificant increases and monthly
fluctuations in workload
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REGI TRY +~~~-~~At 31 March 1997 the HR ~middot~Mih+=Registry had a total of 462
~)lj~gB~~~R
The senior staffof the Companies Registry
2tdAtt ~JJU
staff of whom 370 were
fu ll t ime civ il servants
and 92 we re temporary
or short te rm co ntract
staff The increase over
the year was ma inl y to
provide a team of staff to
work on the Registry s
project to expa nd its
database
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8
COMPANIES REGISTRY
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Staff at work
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Training and Development Suitable training and development of staff
are essential in order to ensure the delivery
of a quality service In 1996-97 there was
an overall increase in training activities and
the Registry continued to make good use of
the training resources offered by the Civil
Service Training and Development Institute
Induction training was provided for General Grades Officers
Senior clerical staff attended supervisory management training
The continuing departmental programme to train all Companies
Registration Officers to communicate in writing in Chinese
synchronized with the Registrys initiatives to introduce bilingual
forms and to accept documents in Chinese as from 10 February
1997 With the wider range of China studies courses available
more officers benefited from opportunities to understand China and
its systems Management and English training courses were also
well-attended As regards computer training there was an upsurge
of training provision from an introductory level to various courses
on software usage and systems management Overall staff
undertook a total of 796 training days In addition one officer
joined a civil service familiarization visit to Tianjin and Tangshan
Incentives and Productivity Serving the public is
th e Registrys main ~ COMPANIEs
role Although staff ~
have played a key role
in improving the
quality of services over
the past few years we
be lieve that more Our Registry Manager Mrs Teresa Hui receiving
incentives should be her promotion letter
~mli~~~~ffM~~frplusmn~H~~used to motivate staff in
this area Several suggestions on staff motivation activities have
been considered for implementation in 1997-98
In parallel with incentives equal attention is being paid to
operational productivity The system for regularly reviewing
productivity levels is being examined to bring about further
improvements
9
bullbullbullbull
COMPANIES REGISTRY
i jsectJ ti lffi lE
Leisure Gatherings A wide variety of social and recreational events were organized
during the year for staff and their family members These
included the annual dinner a Christmas celebration and dinner
and outin g s to
interesting places
All these activities
were well received
by the staff and
helped to build
harmonious personal
and workin g
relationships Visiting the Tsing Ma Bridge during construction
~ftJi~ltPttJwff~
[i]PERATIONS
Workload was bull Heavy for the incorporation of private companies which
increased by 73 over the past year the highest level after
1993-94
bull High for the
registration of
documents such
as noti c e of
situation of
registered office
return of first
directors and
secretary etc
which increased by about 30 over the past year and was
the highest for the past five years
bull Steady for the public search services which provide copies
of microfilmed company documentsforms filed at the
Registry with a moderate growth of 4 over the past year
bull Significant for the striking-off of companies which had not
filed their annual returns for two or more consecutive years
and were therefore in breach of the requirement under the
Companies Ordinance to file annual returns
The detailed statistics are at Appendix A
Registered documents being microfilmed for public search
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An enjoyable trip
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Customers busy with their searches
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10
COM PA NIES REGISTR Y
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Customers submitting documents in a comfortable and pleasant environment
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Regu lar re view of performance
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Performance against Service Targets
The Registry has a number of pledges covering the fo llowing
core services shy
bull the inco rporati on reg istrati on of compani es under the
Companies Ord inance
bull the reg istrati on of doc uments req uired to be lodged by
companies
bull the provision of fac ilit ies for the search of company records
During the year despite of the large increase in the vo lume of
acti viti es the serv ice leve l targets were achieved and were
even exceeded in some cases The detailed statistics are show n
below
(expressed in working days unless otherwise stated)
( tXI ft 5fafli middot Ji5f iIJEII eamp I$PU
7
38
NA -i regffl
33 47
22 min lHI
1
NA -iregffl NA -iregffl
6
32
13
16 20
21 min 3-~
I
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7
33
16
19
25
20 min 3-~
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20 min 3-~
10 min 3-~
13
15 5
195
19 min 3-~
I
20 min 71 tl 10 min 3-~
14 18
NA -iregffl
53 59
14 NA lregffl
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Change of company name Ji CJI i 6] 8 -lill
Registration of general documents (including microfilm ing)
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queuing lime on ly)
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- peak hours ~ttBiHs
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The Companies Registry Trading Fund was set up on 7August 7993
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11
COMPANIES REGISTRY
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Service Enhancement Following the sat isfactory comp let ion in 1995 -96 of the
programme to renovate and refurbish the publ ic areas and office
accommodat ion at the Registrys Queensway Government
Offices prem ises both our customers and staff benefited from
a pleasant and comfortable environment throughout the whole
of 1996-97 Over the past year the emp has is on serv ice
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improvements has therefore shifted from the
phys ical fac ilities to enhancing the quality of
services delivered ~~m~~ tzX~ttm~-7xt
fltsectI~Hii ~~ middot rm ~ 10] iS fill~ ~I ~~J The use of electronic signatures to sign
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cert ifi cates of incorpo rati on commenced in
October 1996 enab ling cert if icates to be ~ ~ middot ~~29middot7~~~flH~~ o
delivered to the counter for despatch one day ~ lm ~ fffi ~~ ~w$ ~~~~amp ~~ ~ earlier than before and the company names
~ middot ~ gtJt ~~ ~ J 1H~ ~ fQ J ~ index to be updated two days earlier The Certifica tes of Incorporation with electronic signature are
0IJ 1l J ~29~ ~~~~~~t~t~printed here
1-i 1lT-1HJ1it1HJrt-z tiJ tl fiJ iN iUpoundJlt fJ~ m~bullMfr-regI~7~m~~-~The Registrys public searc h serv ice was
improved during the year by merg ing the ordinary search and
the bulk search services to ach ieve a more effective and
sat isfactory service Th e target of providing compa ny
information on mi crofilm w ithin one work in g day was
maintained but there was no more restriction on the number
of compa ni es whose records could be sea rched on each
occasion In add ition several multi-purpose counters were set
up to provide a one-stop shop for customers app lying for and
co llecting microfiches
With the im plementat ion of the relevant provisions in the
Compan ies (Amendment) Ordinance 1995 and the Companies
(Amendment) O rdinance 1997 on 10 February 1997 companies
may file documents w ith the Registry in either English or Chinese
using forms spec ified by the Registrar of Companies in place of
the previously prescribed statutory forms which have now been
de-regulated To facilitate the filing of forms in either language
and to reduce the number of forms by combining the appropriate
ones the Registry has introduced 13 new forms wh ich are
bilingual and more user-friendly The public were notified of
such changes by the Registrys External Circulars publicity on
te levis ion rad io press releases press notices the Government
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The new bilingual forms are born
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12
COMPANIES REGISTRY
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Information Centres home page on the Internet and posters
and flyers available at prominent spots in the Queensway
Government Offices premises and provision of samples of all
specified forms in a booklet and samples of new bilingual forms
in a diskette for sale to interested parties Presentors were helped
to get familiar with and encouraged to adopt the new forms
through their free distribution for several months before the grace
period for using the old forms expired in August 1997
Thereafter the new forms are ava ilable for public sale at the
Government Publications Centre The Registry is now reviewing
all the remaining forms w hich are used to file information w ith
a view to replacing most ofthem w ith bilingual and user-friend ly
forms in 1997-98
In parallel with the commencement of the submission of forms
in Chinese the Registrys computer system for search serv ices
was also modified during the year in order to provide
search functions in Chinese Members of the public
may choose either English or Chinese to conduct their
searches on the company names and document indices
the listed companies directors index and the register of
disqualification orders
The existing CD-ROM service provided by the Registrys
agent on the company names and document indices
allows customers to view the two indices in their own
offices but as the CD-ROM updates are available onlyTesting of the agents new on-line service on company name and document
indices
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~~bull~~~~~~~~~-m~~~-bull~oo~~middot
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01)~~yenfpoundt~~lf~ 1) ~g fillamp~f~ cl
every two-weeks this may not be satisfactory for
customers requiring up-to-date information all the time
However an opportunity to improve the CD-ROM service arose
during the year The agent was allowed to work on the transfer
of the data for the CD-ROM service to facilitate the provision
of an on-line search service on these two indices through the
Internet With the proposed on-line service the customers will
have a better service than the CD-ROM service as they will be
able to obtain the daily updated indices as and when required
By the end of 1996-97 the agent was nearly ready for the free
trial of the new on-line service by existing CD-ROM customers
In 1997-98 customers are able to subscribe to this new on-line
service and start viewing the daily updated company names
and document indices in their offices
13
COMPANIES REGISTRY
0 if~ tt fffi JlK
Customer Care Since the Registry became a trading fund department various
facilities have been set up to improve the Registrys relations
with its customers and the latters understanding of the Registrys
services Today customer service remains one of the Registrys
highest priorities With the experience gained over the years
our Customer Services Division has become more and more
thorough in taking care of customers needs Its staff organize
regular visits to major customers to collect their opinions keep
up-to-date the various pamphlets explaining the Registrys
services to customers in easy to read format and organize visits
by local and overseas delegations to the Registry Regular
contact with our customers is also achieved through the forum
of the Companies Registry Customer Liaison Group which
includes representatives of the Hong Kong So c iety of
Accountants the Hong Kong Association of Banks the Hong
Kong Institute of Company Secretaries and the Law Society of
Hong Kong The Group met four times during the year and has
continued to provide an useful vehicle for exchanging ideas
and opinions on the Registrys existing and proposed activities
The contributions of the customer representatives on the Group
both past and current are valuable and always appreciated
The services of the City University of Hong Kong have been
Pamphlets for our customers
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BJSlllli1 middot~~~~-~-~~~~~~SMWmiddot~~-~~m
~ middot -~~wbull~~~~~-middot~-~~~~bullmbull
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~~~~119r~Nisectft~~ft~II9Pt o ~~~r~ Nlpound1~~~ lE_
g~~middot~fi~bullmiddot~~-fi~bullmiddot~~~mwbull~bullamp~
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employed to devise and
analyse the Registrys
annual customer service
bull~1~~~Jjjl(FlJ~~shystudy in the second quarter
of 1997 The results will be hh-t~~=~middotiifJ
-~-Jt~~~~~a~~compared to those of last
years survey and reported ~1JD lJ5JfT o bullbullJit~~
to the Customer Liaison i5ftz~~~~i5Ssect
Group Any useful findings t~~ middot ~fiOJ~~~gr~Hillyenamp 0will be taken into account if fQJ~ffl~~~ii~
in formulating plans to bull~mcJ~5~~a~gtiiJ~
improve the Registrys 1JD lJ~ it o
services
We enjoy serving the public
1ff1fltl~mtfnruraquo
14
COMPANIES REGISTRY
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~ middotnnr~-fftH1t-T-Mtltltt~~~~~91 middot 7S~[J~gtJltttregJ
$~~5M$~~~ampoa-fth~~~~~-t~Ba~
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atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N
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Well done Winners of the Serving the Community departmental Slogan and Christmas Card
Design competitions receiving the prizes from the Registrar of Companies
mJJH- 21rlE tJ9 rn~UJrmN J ~tUifftEHffJiJ T-t2tftt1ftJJ iUf ttt ~ Q] tt flfJ lElEamp f-cpffl~a5
The winning slogan ffj~tfJ~tlJ
Apart from using pamphlets to explain the Registrys
services the Reg istry is looking for other mea ns to
improve communications with its CU$tomers A home
page on the Internet which has been launched in July
1997 will provide more information for easy retrieval by
the public An Interactive Voice Response System is also
being considered in order to provide an efficient and
convenient means of serving the increasing number of
customers who make telephone enquiries
In order to promote the spirit of serving the community
the Registry participated in the Serving the Community
Carnival at Fa Hui Park in December 1996 which
attracted a lot of public interest Within the Registry
competitions in the form of a slogan and Christmas card design
on the theme of serving the community were organized to
stimulate the Registrys staff to think of the best ways to serve
the community better
15
COMPANIES REGISTRY
i WJ li fffi IOE
The Reg istrar of Companies meeting Mr Gong Pei Lian Chief of the
Shenzhen Administrative Bureau for Industry and Commerce
~ tfJlifIJgggg D f-JUJUtmI foff1 iEHffJl~~MIJBjl7t1=
Overseas and Mainland Contacts The Registry always regards contacts with other jurisdictions as
an important means for the department to objectively assess its
standards and performance and to share experiences regarding
the provision and development of services During the year
the Registry received six groups of visitors from outside Hong
Kong inc luding four delegations from Chinese government
departments and a professional institution and two from the
British Virgin Islands and Australia The Registrar of Companies
visited Companies House in the United Kingdom in August
1996 and led a delegation of the Registrys directorate officers
to Beijing from 3 to 6 March 1997 where they visited a number
of government departments and organizations including the
Legislative Commission of the National Peoples Congress the
State Administration for Industry and Commerce and the State
Economic and Trade Commission On 16 and 17 September
1996 the Registrar of Companies attended an international
conference on corporate governance in Kuala Lumpur
organized by the Malaysian Association of the Institute of
Company Secretaries and Administrators where he delivered
a paper
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The Registrar of Companies giving a souvenir to thank the Deputy Director of the
Hongkong and Macao Affairs Office under the State Council Mr Lii Ping
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16
0
COMPANIES REGISTRY
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7 3 new bilingual forms for use
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Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
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need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
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Reports available for public consultation on the overall review of the Companies
Ordinance
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18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
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(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
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Updates updates database expansion is on the way
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20
COMPANIES REGISTRY
0 Ill li fll ~
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11 UNCTIONS
The Registris primary functions are bull To provide facilities to allow the promoters of companies
limited partnerships trust companies and registered trustees
to incorporate their enterprises and to register all
documentation required by the various ordinances
governing those enterprises
bull To provide the public with facilities to search for the
information held by the Registry
bull To ensure compliance by enterprises and their officers with
their obligations under relevant ordinances
bull To advise the Government on policy and legislative issues
regarding company law and related legislation
Over 50 terminals to serve public search customers
JB~li+gpff~f(tgp~HIJ
Ordinances administered by the Registry
include bull Companies Ordinance (Chapter 32)
bull Limited Partnerships Ordinance (Chapter 37)
bull Trustee Ordinance (Chapter 29)
bull Registered Trustees Incorporation Ordinance (Chapter 306)
bull Money Lenders Ordinance (Chapter 163)
bull Miscellaneous incorporation ordinances
Our staff explaining the microfilming process to the Financial Secretary
The Hon Donald Tsang JP
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7
bullbull
COM PAN IE S REGISTRY
0 ~ n fffi ~
GI UMAN RESOURCES
Organization
The Reg istrys functions are supported by the organization bull~~~~mbull~bullmiddotbullfiM~bull~bull~ shown below
~I
Registrar of Companies ~~~flampllll
I
I I I I Business Manag r
~UUlll
e retary S CLR i ii]$iampf~
~~~wbull
Regi try Manager i ii]tiffiYl~JI
Registry Soli it or iii]tiffiJI~ Bifi
I I I I I I Company
Financral Development
Customer Su pport Services Services
ffi)jU~lsect ~=~~lsect
Formation amp RegistrationComputer Enforcement iE]JtitServices 111 i ii]poundJrampJlllsect ~111 IHHJiiJ
Public Search
illlffil
I I General
LegalSupport ServicesServices )if~lsect
lsect
bull Standing Committee on Company Law Reform
As the market cond itions wh ich determine the Reg istrys
workload change from time to time the Registry adopts a flex ible
staff structure In view of this as far as practicable temporary
and short term contract staff are emp loyed or released in
response to fluctuations in activity leve ls The va lue of this
flex ible approach was demonstrated clearl y in 1996-97 when
the Registry was faced with sign ificant increases and monthly
fluctuations in workload
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REGI TRY +~~~-~~At 31 March 1997 the HR ~middot~Mih+=Registry had a total of 462
~)lj~gB~~~R
The senior staffof the Companies Registry
2tdAtt ~JJU
staff of whom 370 were
fu ll t ime civ il servants
and 92 we re temporary
or short te rm co ntract
staff The increase over
the year was ma inl y to
provide a team of staff to
work on the Registry s
project to expa nd its
database
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8
COMPANIES REGISTRY
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Staff at work
ItcpttJJH
Training and Development Suitable training and development of staff
are essential in order to ensure the delivery
of a quality service In 1996-97 there was
an overall increase in training activities and
the Registry continued to make good use of
the training resources offered by the Civil
Service Training and Development Institute
Induction training was provided for General Grades Officers
Senior clerical staff attended supervisory management training
The continuing departmental programme to train all Companies
Registration Officers to communicate in writing in Chinese
synchronized with the Registrys initiatives to introduce bilingual
forms and to accept documents in Chinese as from 10 February
1997 With the wider range of China studies courses available
more officers benefited from opportunities to understand China and
its systems Management and English training courses were also
well-attended As regards computer training there was an upsurge
of training provision from an introductory level to various courses
on software usage and systems management Overall staff
undertook a total of 796 training days In addition one officer
joined a civil service familiarization visit to Tianjin and Tangshan
Incentives and Productivity Serving the public is
th e Registrys main ~ COMPANIEs
role Although staff ~
have played a key role
in improving the
quality of services over
the past few years we
be lieve that more Our Registry Manager Mrs Teresa Hui receiving
incentives should be her promotion letter
~mli~~~~ffM~~frplusmn~H~~used to motivate staff in
this area Several suggestions on staff motivation activities have
been considered for implementation in 1997-98
In parallel with incentives equal attention is being paid to
operational productivity The system for regularly reviewing
productivity levels is being examined to bring about further
improvements
9
bullbullbullbull
COMPANIES REGISTRY
i jsectJ ti lffi lE
Leisure Gatherings A wide variety of social and recreational events were organized
during the year for staff and their family members These
included the annual dinner a Christmas celebration and dinner
and outin g s to
interesting places
All these activities
were well received
by the staff and
helped to build
harmonious personal
and workin g
relationships Visiting the Tsing Ma Bridge during construction
~ftJi~ltPttJwff~
[i]PERATIONS
Workload was bull Heavy for the incorporation of private companies which
increased by 73 over the past year the highest level after
1993-94
bull High for the
registration of
documents such
as noti c e of
situation of
registered office
return of first
directors and
secretary etc
which increased by about 30 over the past year and was
the highest for the past five years
bull Steady for the public search services which provide copies
of microfilmed company documentsforms filed at the
Registry with a moderate growth of 4 over the past year
bull Significant for the striking-off of companies which had not
filed their annual returns for two or more consecutive years
and were therefore in breach of the requirement under the
Companies Ordinance to file annual returns
The detailed statistics are at Appendix A
Registered documents being microfilmed for public search
m~~~~bull~e~~ttJxmiddot~~~~~M
An enjoyable trip
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plusmnUo 73 middot ~- n n =~n~~~JJKw~~lgt E3]j[O
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Customers busy with their searches
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10
COM PA NIES REGISTR Y
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bull~~ ~~~~~~mn~~m~~
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Customers submitting documents in a comfortable and pleasant environment
gp E ifj (tJ Jft r~y j( ft
~ fl middot 1 t I 1Fi7J~ itplusmn~ no middot J_sect_m~mgtJL 1JJl~ sect t~ middot 1plusmn ~~~00~~-ffiU(t-J~~o~Em~bullbull~~~
Regu lar re view of performance
JffJ~tifi ftUfl
Performance against Service Targets
The Registry has a number of pledges covering the fo llowing
core services shy
bull the inco rporati on reg istrati on of compani es under the
Companies Ord inance
bull the reg istrati on of doc uments req uired to be lodged by
companies
bull the provision of fac ilit ies for the search of company records
During the year despite of the large increase in the vo lume of
acti viti es the serv ice leve l targets were achieved and were
even exceeded in some cases The detailed statistics are show n
below
(expressed in working days unless otherwise stated)
( tXI ft 5fafli middot Ji5f iIJEII eamp I$PU
7
38
NA -i regffl
33 47
22 min lHI
1
NA -iregffl NA -iregffl
6
32
13
16 20
21 min 3-~
I
NA -1 J00ffl NA -1J00ffl
7
33
16
19
25
20 min 3-~
I
20 min 3-~
10 min 3-~
13
15 5
195
19 min 3-~
I
20 min 71 tl 10 min 3-~
14 18
NA -iregffl
53 59
14 NA lregffl
NA -iregffl NA 1regffl
N A -1 JOOjlj 3
NA -i JOO ffl
3 3
10 NA lregffl
NA -1 J00ffl NA lffl
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Change of company name Ji CJI i 6] 8 -lill
Registration of general documents (including microfilm ing)
L 6J)I 14lHc EMifampfffJ - local company -i Jtll i iiJ - oversea company jljj)~i iiJ
Sea rches 1flll - express serv ice counter 1lti 1RJIY~llffi
- ordinary service counter ~~~IY~ll 1il
Submiss ion of documents at the shroff off ice
queuing lime on ly)
1plusmn LHi- 11KWx)l14 I~ampIJFI$1ffJBiJfeJ
- peak hours ~ttBiHs
- non-peak hou rs ~F~tt BMs
The Companies Registry Trading Fund was set up on 7August 7993
2) tflttffBJiPE~llil~-JLJL=ifJUi - aWIL o
11
COMPANIES REGISTRY
0 ilj li ffi JJamp
Service Enhancement Following the sat isfactory comp let ion in 1995 -96 of the
programme to renovate and refurbish the publ ic areas and office
accommodat ion at the Registrys Queensway Government
Offices prem ises both our customers and staff benefited from
a pleasant and comfortable environment throughout the whole
of 1996-97 Over the past year the emp has is on serv ice
~~~~fr-nnn~n~~w~~m~m~fr~~~~~
~-~~~~~ampbull~~~ftbullI~~middotfrmoo-nn~~
n~~w middot ~~ampbullI~~frmbull~bullbull~bullbullo~~middotfr
~~~-~middot ~-~~~~~~m~mbull~oobull8~m~
~~~~~00 0
improvements has therefore shifted from the
phys ical fac ilities to enhancing the quality of
services delivered ~~m~~ tzX~ttm~-7xt
fltsectI~Hii ~~ middot rm ~ 10] iS fill~ ~I ~~J The use of electronic signatures to sign
~m~firl7iJfi 0
cert ifi cates of incorpo rati on commenced in
October 1996 enab ling cert if icates to be ~ ~ middot ~~29middot7~~~flH~~ o
delivered to the counter for despatch one day ~ lm ~ fffi ~~ ~w$ ~~~~amp ~~ ~ earlier than before and the company names
~ middot ~ gtJt ~~ ~ J 1H~ ~ fQ J ~ index to be updated two days earlier The Certifica tes of Incorporation with electronic signature are
0IJ 1l J ~29~ ~~~~~~t~t~printed here
1-i 1lT-1HJ1it1HJrt-z tiJ tl fiJ iN iUpoundJlt fJ~ m~bullMfr-regI~7~m~~-~The Registrys public searc h serv ice was
improved during the year by merg ing the ordinary search and
the bulk search services to ach ieve a more effective and
sat isfactory service Th e target of providing compa ny
information on mi crofilm w ithin one work in g day was
maintained but there was no more restriction on the number
of compa ni es whose records could be sea rched on each
occasion In add ition several multi-purpose counters were set
up to provide a one-stop shop for customers app lying for and
co llecting microfiches
With the im plementat ion of the relevant provisions in the
Compan ies (Amendment) Ordinance 1995 and the Companies
(Amendment) O rdinance 1997 on 10 February 1997 companies
may file documents w ith the Registry in either English or Chinese
using forms spec ified by the Registrar of Companies in place of
the previously prescribed statutory forms which have now been
de-regulated To facilitate the filing of forms in either language
and to reduce the number of forms by combining the appropriate
ones the Registry has introduced 13 new forms wh ich are
bilingual and more user-friendly The public were notified of
such changes by the Registrys External Circulars publicity on
te levis ion rad io press releases press notices the Government
-~~~~~IOJ-Mmiddot~~-~amp~~fffiq~~~M~~~
~IOJ~~cUlt o tllgtl middot ~~mll7tlreg~~~~~flltsectl middot ~$~bull
bullbull~~1lbullbullbull~~~~~~-~~m~m~~~~o
1995 ~ ~ IOl UHT) MU91Jamp 1997 ~ ~ IOl Ut n) MH91J ~ ~
lm~ B~-nn~~=~+sbull~middot~10l~~m~IOltt
oo~~~rn ~ ~~M~~~Bx~~~~~~middotmiddot~~~middot
~~~Mn~~f1~$~~M middot ~~~middot~M~m~B~8
~o~J~~-x~~~~~ ~--~~M middot ~amp~~~~
Mm~ middot ~-~~MBM~tlsectmiddot~~B~~~m~+~bull
~~~m ~~~ ~HUi~t~ o _t llibull~~J~~~~~r-tgt~w
The new bilingual forms are born
cp 9U1PUiiU~ iiii tt
12
COMPANIES REGISTRY
0 - li fffi iX
ii- 3m JQ 1) w Ill gtI middot JJI mWJ ~ t~ middot ~ tr middot If~ t~ middot wf1) ii-middot1~~~~-~~~~~~-~~middot~amp~bullm~~~
wtEbull~~wamp~yen~~~~bullJJism~~~~~m
~~mbull~~~n~ middot ~ampmiddot~~~~~~~~mbull~~
mbullmiddot~~~Aplusmnabullo~-~7MM~~m~A~~~~
mampBbull~m~mmiddot~~~~~~~mmiddot~mbull~middot~~shy
hh~~A~~~~mbull~m~bull~m~~M~~ o~~middot
~~mbull~~~~~~~-~~ 0 ~-~~~~~bullm~~
yenamp1)~~~~~mmiddotsect~pound~$~~m~~~-hh~~
hA~M~-~~~m~~~~~mmn~o
~~~m~A~~~~m~~~~--~~m~~~ middot ~bull
~~~~oo~~~JJIffibull~bull~middot~~A~~~~~~
JjJfl~ orJF~JEHHJ~9X~~~~1)~6fill~cl middot ~fl=~ 1 middot ~rJ1)~i~clampl1X)~If~~~cl o
~-~f~~pijf~
B~ pfdJiH~ ~ llHi
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Information Centres home page on the Internet and posters
and flyers available at prominent spots in the Queensway
Government Offices premises and provision of samples of all
specified forms in a booklet and samples of new bilingual forms
in a diskette for sale to interested parties Presentors were helped
to get familiar with and encouraged to adopt the new forms
through their free distribution for several months before the grace
period for using the old forms expired in August 1997
Thereafter the new forms are ava ilable for public sale at the
Government Publications Centre The Registry is now reviewing
all the remaining forms w hich are used to file information w ith
a view to replacing most ofthem w ith bilingual and user-friend ly
forms in 1997-98
In parallel with the commencement of the submission of forms
in Chinese the Registrys computer system for search serv ices
was also modified during the year in order to provide
search functions in Chinese Members of the public
may choose either English or Chinese to conduct their
searches on the company names and document indices
the listed companies directors index and the register of
disqualification orders
The existing CD-ROM service provided by the Registrys
agent on the company names and document indices
allows customers to view the two indices in their own
offices but as the CD-ROM updates are available onlyTesting of the agents new on-line service on company name and document
indices
iiftitifff iIj ftJ E tfl ( ffil Si X fHgf ili~JPfpoundJIU
~middot~~~~~~~~~~~~o~WJmiddot~-~~~M~
~bullbull~bull~bull~oo~~ middot~~~-~~~pijbullre~
~~bull~~~~~~~~~-m~~~-bull~oo~~middot
~~P~~~Jittfflfi~cl o-Ei~ 7~JiH9PR~~~ middot ~Pyen
~~~oo~~~~~bull~oo~~~~middot~~~m~~~
~rlii~LB~~a~n1~poundt~~lf~~cl o~-hhi~h~~ M~~~middot~-~~~F$iB~~~~~~~Imiddot~~BU
all~7tmiddot~~JS~I~m~~~bulla~oo~~o~p~~
-hh~~hA~Mna~~~~~middot~~~m~~~~bull
01)~~yenfpoundt~~lf~ 1) ~g fillamp~f~ cl
every two-weeks this may not be satisfactory for
customers requiring up-to-date information all the time
However an opportunity to improve the CD-ROM service arose
during the year The agent was allowed to work on the transfer
of the data for the CD-ROM service to facilitate the provision
of an on-line search service on these two indices through the
Internet With the proposed on-line service the customers will
have a better service than the CD-ROM service as they will be
able to obtain the daily updated indices as and when required
By the end of 1996-97 the agent was nearly ready for the free
trial of the new on-line service by existing CD-ROM customers
In 1997-98 customers are able to subscribe to this new on-line
service and start viewing the daily updated company names
and document indices in their offices
13
COMPANIES REGISTRY
0 if~ tt fffi JlK
Customer Care Since the Registry became a trading fund department various
facilities have been set up to improve the Registrys relations
with its customers and the latters understanding of the Registrys
services Today customer service remains one of the Registrys
highest priorities With the experience gained over the years
our Customer Services Division has become more and more
thorough in taking care of customers needs Its staff organize
regular visits to major customers to collect their opinions keep
up-to-date the various pamphlets explaining the Registrys
services to customers in easy to read format and organize visits
by local and overseas delegations to the Registry Regular
contact with our customers is also achieved through the forum
of the Companies Registry Customer Liaison Group which
includes representatives of the Hong Kong So c iety of
Accountants the Hong Kong Association of Banks the Hong
Kong Institute of Company Secretaries and the Law Society of
Hong Kong The Group met four times during the year and has
continued to provide an useful vehicle for exchanging ideas
and opinions on the Registrys existing and proposed activities
The contributions of the customer representatives on the Group
both past and current are valuable and always appreciated
The services of the City University of Hong Kong have been
Pamphlets for our customers
~$f5 ifiifliltipNfBTshy
BJSlllli1 middot~~~~-~-~~~~~~SMWmiddot~~-~~m
~ middot -~~wbull~~~~~-middot~-~~~~bullmbull
~~ao~~~am~ID~bullbull~~-~~-bullbull~ 0
-~~~~5SMH7~~~~5~B middot ~~-~~~~
oo ~~~ooo~~~asbull~~T~m~~~~~bull
~~ middot tJJH~-ftgfP~~~Ji VJ~nz~~~fi~ffl Hffi-T~pgamp
~~a~sfl~lf~lttfiOJ~~MfibullrfitHlt~~~a ouHI middot ~
~~~as-m~ l ~1~~ r9 bullSi plusmntJlJiztltgtH~ Ill o bull V~~
~~~~119r~Nisectft~~ft~II9Pt o ~~~r~ Nlpound1~~~ lE_
g~~middot~fi~bullmiddot~~-fi~bullmiddot~~~mwbull~bullamp~
~~ giji ~f~ o ~HEI~~pgflltlffl~J middot tJIHifF~yen1
bullm~amp~-~~~~~-~Ji~~~~~o~bull~~middot
employed to devise and
analyse the Registrys
annual customer service
bull~1~~~Jjjl(FlJ~~shystudy in the second quarter
of 1997 The results will be hh-t~~=~middotiifJ
-~-Jt~~~~~a~~compared to those of last
years survey and reported ~1JD lJ5JfT o bullbullJit~~
to the Customer Liaison i5ftz~~~~i5Ssect
Group Any useful findings t~~ middot ~fiOJ~~~gr~Hillyenamp 0will be taken into account if fQJ~ffl~~~ii~
in formulating plans to bull~mcJ~5~~a~gtiiJ~
improve the Registrys 1JD lJ~ it o
services
We enjoy serving the public
1ff1fltl~mtfnruraquo
14
COMPANIES REGISTRY
i iiJ tt fll JJlE
~ middotnnr~-fftH1t-T-Mtltltt~~~~~91 middot 7S~[J~gtJltttregJ
$~~5M$~~~ampoa-fth~~~~~-t~Ba~
~----~~middot-Rmiddot~W~~~-~J~~~middotM o ~
9~-~~bullbull~$~bullbull~~~-~-~~ITa~bull
~~~~~-~bullmiddot~~m~-~~bullampJ~~ J$
~~1i$~~Jliil~flfigtJlto
~7Wm~~m~~M~-t~~~middotM-fth~~+=~
atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N
~m~bull~o~~-~~e~~fi7C~~~amp~bull~~
~ttbull middot ~~~m~~~B middotampbullli~~~-~~bull~bull
H middot ~tplusmnffWtplusmnilt~ 1~~~~ o
Well done Winners of the Serving the Community departmental Slogan and Christmas Card
Design competitions receiving the prizes from the Registrar of Companies
mJJH- 21rlE tJ9 rn~UJrmN J ~tUifftEHffJiJ T-t2tftt1ftJJ iUf ttt ~ Q] tt flfJ lElEamp f-cpffl~a5
The winning slogan ffj~tfJ~tlJ
Apart from using pamphlets to explain the Registrys
services the Reg istry is looking for other mea ns to
improve communications with its CU$tomers A home
page on the Internet which has been launched in July
1997 will provide more information for easy retrieval by
the public An Interactive Voice Response System is also
being considered in order to provide an efficient and
convenient means of serving the increasing number of
customers who make telephone enquiries
In order to promote the spirit of serving the community
the Registry participated in the Serving the Community
Carnival at Fa Hui Park in December 1996 which
attracted a lot of public interest Within the Registry
competitions in the form of a slogan and Christmas card design
on the theme of serving the community were organized to
stimulate the Registrys staff to think of the best ways to serve
the community better
15
COMPANIES REGISTRY
i WJ li fffi IOE
The Reg istrar of Companies meeting Mr Gong Pei Lian Chief of the
Shenzhen Administrative Bureau for Industry and Commerce
~ tfJlifIJgggg D f-JUJUtmI foff1 iEHffJl~~MIJBjl7t1=
Overseas and Mainland Contacts The Registry always regards contacts with other jurisdictions as
an important means for the department to objectively assess its
standards and performance and to share experiences regarding
the provision and development of services During the year
the Registry received six groups of visitors from outside Hong
Kong inc luding four delegations from Chinese government
departments and a professional institution and two from the
British Virgin Islands and Australia The Registrar of Companies
visited Companies House in the United Kingdom in August
1996 and led a delegation of the Registrys directorate officers
to Beijing from 3 to 6 March 1997 where they visited a number
of government departments and organizations including the
Legislative Commission of the National Peoples Congress the
State Administration for Industry and Commerce and the State
Economic and Trade Commission On 16 and 17 September
1996 the Registrar of Companies attended an international
conference on corporate governance in Kuala Lumpur
organized by the Malaysian Association of the Institute of
Company Secretaries and Administrators where he delivered
a paper
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~ P~g middot ~- iJltJtfiJ T 1 ttt P~g plusmntPamp)jij$N~ ~ bull ~ 1r~ sectf [19 11~DK
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bull~bullbullabull~~~~~middot~middot~~ttoobullbull~~~- ft
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~ampbullamiddotsectm~~A$~I~~~middotmiddot~I~fiaW
~~~amp~~bullbull~~~bullmiddot-ftft~ft~+amp+~
Bmiddot~~ttoobullbull~~~T~~~--fi~~~~~-~~
~bullbullbullmiddot~bullbull~~~~~~waampfiaA~mbull~bullmiddot
~~ttoobullbull~~bullbull~~-~ T-mbullfimiddot
The Registrar of Companies giving a souvenir to thank the Deputy Director of the
Hongkong and Macao Affairs Office under the State Council Mr Lii Ping
~ tfJlifIJ jjgfiE Dfti5cpound aU$ lJUffflfJ yenJi$ ~pound j~J tfJ D 8 SfZ 7t1=
16
0
COMPANIES REGISTRY
0 -~ n lffi ~
fill lE amp lA ff ii 11 1997 9= ~ lll Ut ~T) fi i9Hplusmn- tL tL -t 9=- Jil El LiE middot jtJtz
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~m~~~~o~~middot~fi~~a~~ff~~~ middot ~ffi~R
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$~mM~9=~~Jbull~bullftl~fi
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~-M~~middotAbullBomiddotM-~~middotmiddotIll$~m
7 3 new bilingual forms for use
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~rJJllYmo
tamp-~ll ili91J~ 290A iU~-~ middot ~liiPJ9=9t~Jt~li5(JJ9=
$-~~~lll~-~~o~-~9=17ltJmiddotII~~~~~Ill
~M~fi~oR9=~-B~~lJ~illmiddotMmiddot~lJ~~z~
~~2~ jtB~~ J ~J 89000 isl~ llJ~~~~~J~fJ~~f-J
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1pound ~ ll1H2 oo ~ rampWi ~ o
9=rJmiddot~middot~~~middot~~Ill~m~~m~lff~~lllamp~A
~H+(~ 1 173 iAt~t~11~ o
Legal officers contributing their professional knowledge
ztdi itCifft) fJiUilJRpound middot Jl fttlJl
Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
~ -=middot --~
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tft-fl _ rn ~~ _
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~IIJI middot middotmiddotmiddotbullbullbull A bullbull
need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
~ ~iiiJkyenMiflf
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m~~R-~I~~mmiddot~middotM~middot~M+~-~go
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~~~~I= 1Hill middot ~tiJi~~)~~ middot riHtt~rim~
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~$~00~~-middot~~~~~Mbull~middot~bullmiddot~~middotm~
bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull
MI~ middot ~B~a~m~-~~~-~ o ~g~B~li~shy
aa~fiffl~middot~Wfflmiddot~~Wmiddot~-~ 0 ~-~~amp-~
bullbull~~~amp~~~~~bullbull~o~~$~yenm~~R
~~~ ~~~~AO 0~~-s~-~~middot IOoct
laquo_L middot-middotmiddotmiddot
tt ~~~
Reports available for public consultation on the overall review of the Companies
Ordinance
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a~ii middot bull~~~~1il~t1J 1o ]bull~~ sectl t~ 0 -fth
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~1JM8camp~fffi~ITtIBR~lampifX~~ItfJD 40 o bull~
m~~~tmiddot~~tR~-~mwbullgm~~~~middot~-X
~~~~~middotmbull~mJt~~~~~obullbulltM~=
T~~~-~a~middot~bull~bullm~~~m~~~~~o
18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
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ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
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~~n~Mmiddot~~ttoo~~~n~~~Mmiddot~~~t~nanbull
~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
hl middot ~t~bull middot bull$ampW~M middot ~amp~~ 1J ~m~~~o
ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
~alamp~yenJfi~li B~Iffl i~ middot ~~re~~~~~MaA
t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
Mln~~lj]l~ ~middotmiddot middot ~gMmiddot~middotmiddot~~~~I~~~shy
middotmiddot~oM~In~Mmiddotffl~1plusmn-ft ft A~~6Jm~mo
(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
A1fli~fff flftA~ft]IfFIItfJ~JPjfHJ
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mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
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20
bullbull
COM PAN IE S REGISTRY
0 ~ n fffi ~
GI UMAN RESOURCES
Organization
The Reg istrys functions are supported by the organization bull~~~~mbull~bullmiddotbullfiM~bull~bull~ shown below
~I
Registrar of Companies ~~~flampllll
I
I I I I Business Manag r
~UUlll
e retary S CLR i ii]$iampf~
~~~wbull
Regi try Manager i ii]tiffiYl~JI
Registry Soli it or iii]tiffiJI~ Bifi
I I I I I I Company
Financral Development
Customer Su pport Services Services
ffi)jU~lsect ~=~~lsect
Formation amp RegistrationComputer Enforcement iE]JtitServices 111 i ii]poundJrampJlllsect ~111 IHHJiiJ
Public Search
illlffil
I I General
LegalSupport ServicesServices )if~lsect
lsect
bull Standing Committee on Company Law Reform
As the market cond itions wh ich determine the Reg istrys
workload change from time to time the Registry adopts a flex ible
staff structure In view of this as far as practicable temporary
and short term contract staff are emp loyed or released in
response to fluctuations in activity leve ls The va lue of this
flex ible approach was demonstrated clearl y in 1996-97 when
the Registry was faced with sign ificant increases and monthly
fluctuations in workload
bull~I~middot~~~mbullm~middotmmbullm~~~middot~ middot~bull
-~~ma~~~I~BaMo~~middotamp~B~~~~I~
bull~bull~bull~~~~~m=~~Iamp~m~~~I obull~
-ftft~~h~~N~~I~middot--~~middotamp~~~~
~~middot~~middot~~~mmiddot~B~~~~~-~~-~~m o
~~-fth~~=~=+-a~middotbull~~~s~+=~~
Imiddot~$=s~
REGI TRY +~~~-~~At 31 March 1997 the HR ~middot~Mih+=Registry had a total of 462
~)lj~gB~~~R
The senior staffof the Companies Registry
2tdAtt ~JJU
staff of whom 370 were
fu ll t ime civ il servants
and 92 we re temporary
or short te rm co ntract
staff The increase over
the year was ma inl y to
provide a team of staff to
work on the Registry s
project to expa nd its
database
m~~J~I o ~
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f~middot~~jq
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~I f o
8
COMPANIES REGISTRY
~ ill tt fill IJlE
11 I ti 11 Fk filA ~Pi1iH~1tlcll~~amp~ middot ~Ipound~
Jl f~ jj ~ plusmn~HJII EH~mo1plusmn-n n~n-tiFffl middot plusmn~HJIIIf~~
l~ lfi plusmnUo middot mPI~~ vJI tl tl ~ JJD
flj ffl ~~ ~ plusmni ~JII ~m tit ~ ti ~JII
il ) 0 - JW l~L~ A~ PT Jlmt i Staff attending a training class
JHwJatifttlm ~plusmnUII middot Jil)5R)z~amp1J~JJD~
IrgJli1J[sectJS]ti~JII oltt91 middot ~~titmt-m~lfi~~lllifffiplusmnf
mttt~ x~1Fplusmn-1iwll~fpound middot IEH~c-g m~~ttiJlm ~ ~tH~
~~amp3~xm~_bull~~~xbull~~x~~mo~~
tJF~-nn-tiF=tl+B~HJz oItt91 middot ~If7J3Jliz~
~~~~~~middot~J~A~bull~bullbull -ym~lamp~~ffl ~
I illtiE~ JJogJf[rg Jll1amp~ ~g~fpound o~~~U~r~fti~JII ~~
~VI~~~middot~mbullai~~~ampgrfl~~bullbullbullm~
~~bullrglll1~~~obull~mmiddot~I~ffl1-tsectn+
~J ii iEl~JJDg_Jf[plusmni~JII o~~ middot ~VI~--1~~r~~~
~~m~~~~middotMG~amp~~~~o
111JW~middotIJ
~~$~~~~~plusmn~ff~oM~MiF~~~I1plusmnamp~
~~~bull1JooBvbullbull~~mmiddotamp~~~bullbullm~bull~~
~middot~--~IplusmnCo~~~~-yg~Jf[~~--~IplusmnC
lt-lbullbullmiddot~~~-nn-t~nAiFf7JM~bullfio
lliiiUi5 r ~ Ibullm91 middot ~ vJI ~ Bit wbullli1F1Joo ~plusmnit ~ 0 ~bull-~m~plusmnii~middot~~miE~~~m~~~~M~
plusmn_ ji~ ~ lj ffl 0
Staff at work
ItcpttJJH
Training and Development Suitable training and development of staff
are essential in order to ensure the delivery
of a quality service In 1996-97 there was
an overall increase in training activities and
the Registry continued to make good use of
the training resources offered by the Civil
Service Training and Development Institute
Induction training was provided for General Grades Officers
Senior clerical staff attended supervisory management training
The continuing departmental programme to train all Companies
Registration Officers to communicate in writing in Chinese
synchronized with the Registrys initiatives to introduce bilingual
forms and to accept documents in Chinese as from 10 February
1997 With the wider range of China studies courses available
more officers benefited from opportunities to understand China and
its systems Management and English training courses were also
well-attended As regards computer training there was an upsurge
of training provision from an introductory level to various courses
on software usage and systems management Overall staff
undertook a total of 796 training days In addition one officer
joined a civil service familiarization visit to Tianjin and Tangshan
Incentives and Productivity Serving the public is
th e Registrys main ~ COMPANIEs
role Although staff ~
have played a key role
in improving the
quality of services over
the past few years we
be lieve that more Our Registry Manager Mrs Teresa Hui receiving
incentives should be her promotion letter
~mli~~~~ffM~~frplusmn~H~~used to motivate staff in
this area Several suggestions on staff motivation activities have
been considered for implementation in 1997-98
In parallel with incentives equal attention is being paid to
operational productivity The system for regularly reviewing
productivity levels is being examined to bring about further
improvements
9
bullbullbullbull
COMPANIES REGISTRY
i jsectJ ti lffi lE
Leisure Gatherings A wide variety of social and recreational events were organized
during the year for staff and their family members These
included the annual dinner a Christmas celebration and dinner
and outin g s to
interesting places
All these activities
were well received
by the staff and
helped to build
harmonious personal
and workin g
relationships Visiting the Tsing Ma Bridge during construction
~ftJi~ltPttJwff~
[i]PERATIONS
Workload was bull Heavy for the incorporation of private companies which
increased by 73 over the past year the highest level after
1993-94
bull High for the
registration of
documents such
as noti c e of
situation of
registered office
return of first
directors and
secretary etc
which increased by about 30 over the past year and was
the highest for the past five years
bull Steady for the public search services which provide copies
of microfilmed company documentsforms filed at the
Registry with a moderate growth of 4 over the past year
bull Significant for the striking-off of companies which had not
filed their annual returns for two or more consecutive years
and were therefore in breach of the requirement under the
Companies Ordinance to file annual returns
The detailed statistics are at Appendix A
Registered documents being microfilmed for public search
m~~~~bull~e~~ttJxmiddot~~~~~M
An enjoyable trip
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-middot~ampmiddotmiddot~~middot8~~~~-middotEB
IfF-M bull bullbullbullampA~~~ttoo~~I~~ ~ middot ttoobull~~~
plusmnUo 73 middot ~- n n =~n~~~JJKw~~lgt E3]j[O
bull ~~-~~-~I~~~middot-~1)sect~~~~~~
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jjamp~ j- iijiJ 0
bull ~- -~ft~ OO~ ~~~~~ M ~ I~ ~ ~middotlgta
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bull~ middot~~bullamp7~~bullm~~~-~$middot~~-
Customers busy with their searches
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10
COM PA NIES REGISTR Y
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bull~~ ~~~~~~mn~~m~~
bull ffi~~~bullmmiddotbull~~~ttffi~~~~~-~ bull ~~~1Tmlix(t]x 1tt-~~c
bull mt~~lm~~tC~(t-]~9Jffi 0
Customers submitting documents in a comfortable and pleasant environment
gp E ifj (tJ Jft r~y j( ft
~ fl middot 1 t I 1Fi7J~ itplusmn~ no middot J_sect_m~mgtJL 1JJl~ sect t~ middot 1plusmn ~~~00~~-ffiU(t-J~~o~Em~bullbull~~~
Regu lar re view of performance
JffJ~tifi ftUfl
Performance against Service Targets
The Registry has a number of pledges covering the fo llowing
core services shy
bull the inco rporati on reg istrati on of compani es under the
Companies Ord inance
bull the reg istrati on of doc uments req uired to be lodged by
companies
bull the provision of fac ilit ies for the search of company records
During the year despite of the large increase in the vo lume of
acti viti es the serv ice leve l targets were achieved and were
even exceeded in some cases The detailed statistics are show n
below
(expressed in working days unless otherwise stated)
( tXI ft 5fafli middot Ji5f iIJEII eamp I$PU
7
38
NA -i regffl
33 47
22 min lHI
1
NA -iregffl NA -iregffl
6
32
13
16 20
21 min 3-~
I
NA -1 J00ffl NA -1J00ffl
7
33
16
19
25
20 min 3-~
I
20 min 3-~
10 min 3-~
13
15 5
195
19 min 3-~
I
20 min 71 tl 10 min 3-~
14 18
NA -iregffl
53 59
14 NA lregffl
NA -iregffl NA 1regffl
N A -1 JOOjlj 3
NA -i JOO ffl
3 3
10 NA lregffl
NA -1 J00ffl NA lffl
Incorporat ionRegistra t ion ff lll PXlL lHc i iiJ - loca l company -iJtll i iiJ - oversea company jjjj )7~ i6]
Change of company name Ji CJI i 6] 8 -lill
Registration of general documents (including microfilm ing)
L 6J)I 14lHc EMifampfffJ - local company -i Jtll i iiJ - oversea company jljj)~i iiJ
Sea rches 1flll - express serv ice counter 1lti 1RJIY~llffi
- ordinary service counter ~~~IY~ll 1il
Submiss ion of documents at the shroff off ice
queuing lime on ly)
1plusmn LHi- 11KWx)l14 I~ampIJFI$1ffJBiJfeJ
- peak hours ~ttBiHs
- non-peak hou rs ~F~tt BMs
The Companies Registry Trading Fund was set up on 7August 7993
2) tflttffBJiPE~llil~-JLJL=ifJUi - aWIL o
11
COMPANIES REGISTRY
0 ilj li ffi JJamp
Service Enhancement Following the sat isfactory comp let ion in 1995 -96 of the
programme to renovate and refurbish the publ ic areas and office
accommodat ion at the Registrys Queensway Government
Offices prem ises both our customers and staff benefited from
a pleasant and comfortable environment throughout the whole
of 1996-97 Over the past year the emp has is on serv ice
~~~~fr-nnn~n~~w~~m~m~fr~~~~~
~-~~~~~ampbull~~~ftbullI~~middotfrmoo-nn~~
n~~w middot ~~ampbullI~~frmbull~bullbull~bullbullo~~middotfr
~~~-~middot ~-~~~~~~m~mbull~oobull8~m~
~~~~~00 0
improvements has therefore shifted from the
phys ical fac ilities to enhancing the quality of
services delivered ~~m~~ tzX~ttm~-7xt
fltsectI~Hii ~~ middot rm ~ 10] iS fill~ ~I ~~J The use of electronic signatures to sign
~m~firl7iJfi 0
cert ifi cates of incorpo rati on commenced in
October 1996 enab ling cert if icates to be ~ ~ middot ~~29middot7~~~flH~~ o
delivered to the counter for despatch one day ~ lm ~ fffi ~~ ~w$ ~~~~amp ~~ ~ earlier than before and the company names
~ middot ~ gtJt ~~ ~ J 1H~ ~ fQ J ~ index to be updated two days earlier The Certifica tes of Incorporation with electronic signature are
0IJ 1l J ~29~ ~~~~~~t~t~printed here
1-i 1lT-1HJ1it1HJrt-z tiJ tl fiJ iN iUpoundJlt fJ~ m~bullMfr-regI~7~m~~-~The Registrys public searc h serv ice was
improved during the year by merg ing the ordinary search and
the bulk search services to ach ieve a more effective and
sat isfactory service Th e target of providing compa ny
information on mi crofilm w ithin one work in g day was
maintained but there was no more restriction on the number
of compa ni es whose records could be sea rched on each
occasion In add ition several multi-purpose counters were set
up to provide a one-stop shop for customers app lying for and
co llecting microfiches
With the im plementat ion of the relevant provisions in the
Compan ies (Amendment) Ordinance 1995 and the Companies
(Amendment) O rdinance 1997 on 10 February 1997 companies
may file documents w ith the Registry in either English or Chinese
using forms spec ified by the Registrar of Companies in place of
the previously prescribed statutory forms which have now been
de-regulated To facilitate the filing of forms in either language
and to reduce the number of forms by combining the appropriate
ones the Registry has introduced 13 new forms wh ich are
bilingual and more user-friendly The public were notified of
such changes by the Registrys External Circulars publicity on
te levis ion rad io press releases press notices the Government
-~~~~~IOJ-Mmiddot~~-~amp~~fffiq~~~M~~~
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bullbull~~1lbullbullbull~~~~~~-~~m~m~~~~o
1995 ~ ~ IOl UHT) MU91Jamp 1997 ~ ~ IOl Ut n) MH91J ~ ~
lm~ B~-nn~~=~+sbull~middot~10l~~m~IOltt
oo~~~rn ~ ~~M~~~Bx~~~~~~middotmiddot~~~middot
~~~Mn~~f1~$~~M middot ~~~middot~M~m~B~8
~o~J~~-x~~~~~ ~--~~M middot ~amp~~~~
Mm~ middot ~-~~MBM~tlsectmiddot~~B~~~m~+~bull
~~~m ~~~ ~HUi~t~ o _t llibull~~J~~~~~r-tgt~w
The new bilingual forms are born
cp 9U1PUiiU~ iiii tt
12
COMPANIES REGISTRY
0 - li fffi iX
ii- 3m JQ 1) w Ill gtI middot JJI mWJ ~ t~ middot ~ tr middot If~ t~ middot wf1) ii-middot1~~~~-~~~~~~-~~middot~amp~bullm~~~
wtEbull~~wamp~yen~~~~bullJJism~~~~~m
~~mbull~~~n~ middot ~ampmiddot~~~~~~~~mbull~~
mbullmiddot~~~Aplusmnabullo~-~7MM~~m~A~~~~
mampBbull~m~mmiddot~~~~~~~mmiddot~mbull~middot~~shy
hh~~A~~~~mbull~m~bull~m~~M~~ o~~middot
~~mbull~~~~~~~-~~ 0 ~-~~~~~bullm~~
yenamp1)~~~~~mmiddotsect~pound~$~~m~~~-hh~~
hA~M~-~~~m~~~~~mmn~o
~~~m~A~~~~m~~~~--~~m~~~ middot ~bull
~~~~oo~~~JJIffibull~bull~middot~~A~~~~~~
JjJfl~ orJF~JEHHJ~9X~~~~1)~6fill~cl middot ~fl=~ 1 middot ~rJ1)~i~clampl1X)~If~~~cl o
~-~f~~pijf~
B~ pfdJiH~ ~ llHi
bull~oo~~~~
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~~~yenf1)1l)t
fjlj~clamp~f~
1 Ill~bullmo
t~~lt4poundpoundt
ffl~mt~lf-
Information Centres home page on the Internet and posters
and flyers available at prominent spots in the Queensway
Government Offices premises and provision of samples of all
specified forms in a booklet and samples of new bilingual forms
in a diskette for sale to interested parties Presentors were helped
to get familiar with and encouraged to adopt the new forms
through their free distribution for several months before the grace
period for using the old forms expired in August 1997
Thereafter the new forms are ava ilable for public sale at the
Government Publications Centre The Registry is now reviewing
all the remaining forms w hich are used to file information w ith
a view to replacing most ofthem w ith bilingual and user-friend ly
forms in 1997-98
In parallel with the commencement of the submission of forms
in Chinese the Registrys computer system for search serv ices
was also modified during the year in order to provide
search functions in Chinese Members of the public
may choose either English or Chinese to conduct their
searches on the company names and document indices
the listed companies directors index and the register of
disqualification orders
The existing CD-ROM service provided by the Registrys
agent on the company names and document indices
allows customers to view the two indices in their own
offices but as the CD-ROM updates are available onlyTesting of the agents new on-line service on company name and document
indices
iiftitifff iIj ftJ E tfl ( ffil Si X fHgf ili~JPfpoundJIU
~middot~~~~~~~~~~~~o~WJmiddot~-~~~M~
~bullbull~bull~bull~oo~~ middot~~~-~~~pijbullre~
~~bull~~~~~~~~~-m~~~-bull~oo~~middot
~~P~~~Jittfflfi~cl o-Ei~ 7~JiH9PR~~~ middot ~Pyen
~~~oo~~~~~bull~oo~~~~middot~~~m~~~
~rlii~LB~~a~n1~poundt~~lf~~cl o~-hhi~h~~ M~~~middot~-~~~F$iB~~~~~~~Imiddot~~BU
all~7tmiddot~~JS~I~m~~~bulla~oo~~o~p~~
-hh~~hA~Mna~~~~~middot~~~m~~~~bull
01)~~yenfpoundt~~lf~ 1) ~g fillamp~f~ cl
every two-weeks this may not be satisfactory for
customers requiring up-to-date information all the time
However an opportunity to improve the CD-ROM service arose
during the year The agent was allowed to work on the transfer
of the data for the CD-ROM service to facilitate the provision
of an on-line search service on these two indices through the
Internet With the proposed on-line service the customers will
have a better service than the CD-ROM service as they will be
able to obtain the daily updated indices as and when required
By the end of 1996-97 the agent was nearly ready for the free
trial of the new on-line service by existing CD-ROM customers
In 1997-98 customers are able to subscribe to this new on-line
service and start viewing the daily updated company names
and document indices in their offices
13
COMPANIES REGISTRY
0 if~ tt fffi JlK
Customer Care Since the Registry became a trading fund department various
facilities have been set up to improve the Registrys relations
with its customers and the latters understanding of the Registrys
services Today customer service remains one of the Registrys
highest priorities With the experience gained over the years
our Customer Services Division has become more and more
thorough in taking care of customers needs Its staff organize
regular visits to major customers to collect their opinions keep
up-to-date the various pamphlets explaining the Registrys
services to customers in easy to read format and organize visits
by local and overseas delegations to the Registry Regular
contact with our customers is also achieved through the forum
of the Companies Registry Customer Liaison Group which
includes representatives of the Hong Kong So c iety of
Accountants the Hong Kong Association of Banks the Hong
Kong Institute of Company Secretaries and the Law Society of
Hong Kong The Group met four times during the year and has
continued to provide an useful vehicle for exchanging ideas
and opinions on the Registrys existing and proposed activities
The contributions of the customer representatives on the Group
both past and current are valuable and always appreciated
The services of the City University of Hong Kong have been
Pamphlets for our customers
~$f5 ifiifliltipNfBTshy
BJSlllli1 middot~~~~-~-~~~~~~SMWmiddot~~-~~m
~ middot -~~wbull~~~~~-middot~-~~~~bullmbull
~~ao~~~am~ID~bullbull~~-~~-bullbull~ 0
-~~~~5SMH7~~~~5~B middot ~~-~~~~
oo ~~~ooo~~~asbull~~T~m~~~~~bull
~~ middot tJJH~-ftgfP~~~Ji VJ~nz~~~fi~ffl Hffi-T~pgamp
~~a~sfl~lf~lttfiOJ~~MfibullrfitHlt~~~a ouHI middot ~
~~~as-m~ l ~1~~ r9 bullSi plusmntJlJiztltgtH~ Ill o bull V~~
~~~~119r~Nisectft~~ft~II9Pt o ~~~r~ Nlpound1~~~ lE_
g~~middot~fi~bullmiddot~~-fi~bullmiddot~~~mwbull~bullamp~
~~ giji ~f~ o ~HEI~~pgflltlffl~J middot tJIHifF~yen1
bullm~amp~-~~~~~-~Ji~~~~~o~bull~~middot
employed to devise and
analyse the Registrys
annual customer service
bull~1~~~Jjjl(FlJ~~shystudy in the second quarter
of 1997 The results will be hh-t~~=~middotiifJ
-~-Jt~~~~~a~~compared to those of last
years survey and reported ~1JD lJ5JfT o bullbullJit~~
to the Customer Liaison i5ftz~~~~i5Ssect
Group Any useful findings t~~ middot ~fiOJ~~~gr~Hillyenamp 0will be taken into account if fQJ~ffl~~~ii~
in formulating plans to bull~mcJ~5~~a~gtiiJ~
improve the Registrys 1JD lJ~ it o
services
We enjoy serving the public
1ff1fltl~mtfnruraquo
14
COMPANIES REGISTRY
i iiJ tt fll JJlE
~ middotnnr~-fftH1t-T-Mtltltt~~~~~91 middot 7S~[J~gtJltttregJ
$~~5M$~~~ampoa-fth~~~~~-t~Ba~
~----~~middot-Rmiddot~W~~~-~J~~~middotM o ~
9~-~~bullbull~$~bullbull~~~-~-~~ITa~bull
~~~~~-~bullmiddot~~m~-~~bullampJ~~ J$
~~1i$~~Jliil~flfigtJlto
~7Wm~~m~~M~-t~~~middotM-fth~~+=~
atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N
~m~bull~o~~-~~e~~fi7C~~~amp~bull~~
~ttbull middot ~~~m~~~B middotampbullli~~~-~~bull~bull
H middot ~tplusmnffWtplusmnilt~ 1~~~~ o
Well done Winners of the Serving the Community departmental Slogan and Christmas Card
Design competitions receiving the prizes from the Registrar of Companies
mJJH- 21rlE tJ9 rn~UJrmN J ~tUifftEHffJiJ T-t2tftt1ftJJ iUf ttt ~ Q] tt flfJ lElEamp f-cpffl~a5
The winning slogan ffj~tfJ~tlJ
Apart from using pamphlets to explain the Registrys
services the Reg istry is looking for other mea ns to
improve communications with its CU$tomers A home
page on the Internet which has been launched in July
1997 will provide more information for easy retrieval by
the public An Interactive Voice Response System is also
being considered in order to provide an efficient and
convenient means of serving the increasing number of
customers who make telephone enquiries
In order to promote the spirit of serving the community
the Registry participated in the Serving the Community
Carnival at Fa Hui Park in December 1996 which
attracted a lot of public interest Within the Registry
competitions in the form of a slogan and Christmas card design
on the theme of serving the community were organized to
stimulate the Registrys staff to think of the best ways to serve
the community better
15
COMPANIES REGISTRY
i WJ li fffi IOE
The Reg istrar of Companies meeting Mr Gong Pei Lian Chief of the
Shenzhen Administrative Bureau for Industry and Commerce
~ tfJlifIJgggg D f-JUJUtmI foff1 iEHffJl~~MIJBjl7t1=
Overseas and Mainland Contacts The Registry always regards contacts with other jurisdictions as
an important means for the department to objectively assess its
standards and performance and to share experiences regarding
the provision and development of services During the year
the Registry received six groups of visitors from outside Hong
Kong inc luding four delegations from Chinese government
departments and a professional institution and two from the
British Virgin Islands and Australia The Registrar of Companies
visited Companies House in the United Kingdom in August
1996 and led a delegation of the Registrys directorate officers
to Beijing from 3 to 6 March 1997 where they visited a number
of government departments and organizations including the
Legislative Commission of the National Peoples Congress the
State Administration for Industry and Commerce and the State
Economic and Trade Commission On 16 and 17 September
1996 the Registrar of Companies attended an international
conference on corporate governance in Kuala Lumpur
organized by the Malaysian Association of the Institute of
Company Secretaries and Administrators where he delivered
a paper
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The Registrar of Companies giving a souvenir to thank the Deputy Director of the
Hongkong and Macao Affairs Office under the State Council Mr Lii Ping
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16
0
COMPANIES REGISTRY
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7 3 new bilingual forms for use
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Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
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need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
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Reports available for public consultation on the overall review of the Companies
Ordinance
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18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
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(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
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Updates updates database expansion is on the way
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20
COMPANIES REGISTRY
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Training and Development Suitable training and development of staff
are essential in order to ensure the delivery
of a quality service In 1996-97 there was
an overall increase in training activities and
the Registry continued to make good use of
the training resources offered by the Civil
Service Training and Development Institute
Induction training was provided for General Grades Officers
Senior clerical staff attended supervisory management training
The continuing departmental programme to train all Companies
Registration Officers to communicate in writing in Chinese
synchronized with the Registrys initiatives to introduce bilingual
forms and to accept documents in Chinese as from 10 February
1997 With the wider range of China studies courses available
more officers benefited from opportunities to understand China and
its systems Management and English training courses were also
well-attended As regards computer training there was an upsurge
of training provision from an introductory level to various courses
on software usage and systems management Overall staff
undertook a total of 796 training days In addition one officer
joined a civil service familiarization visit to Tianjin and Tangshan
Incentives and Productivity Serving the public is
th e Registrys main ~ COMPANIEs
role Although staff ~
have played a key role
in improving the
quality of services over
the past few years we
be lieve that more Our Registry Manager Mrs Teresa Hui receiving
incentives should be her promotion letter
~mli~~~~ffM~~frplusmn~H~~used to motivate staff in
this area Several suggestions on staff motivation activities have
been considered for implementation in 1997-98
In parallel with incentives equal attention is being paid to
operational productivity The system for regularly reviewing
productivity levels is being examined to bring about further
improvements
9
bullbullbullbull
COMPANIES REGISTRY
i jsectJ ti lffi lE
Leisure Gatherings A wide variety of social and recreational events were organized
during the year for staff and their family members These
included the annual dinner a Christmas celebration and dinner
and outin g s to
interesting places
All these activities
were well received
by the staff and
helped to build
harmonious personal
and workin g
relationships Visiting the Tsing Ma Bridge during construction
~ftJi~ltPttJwff~
[i]PERATIONS
Workload was bull Heavy for the incorporation of private companies which
increased by 73 over the past year the highest level after
1993-94
bull High for the
registration of
documents such
as noti c e of
situation of
registered office
return of first
directors and
secretary etc
which increased by about 30 over the past year and was
the highest for the past five years
bull Steady for the public search services which provide copies
of microfilmed company documentsforms filed at the
Registry with a moderate growth of 4 over the past year
bull Significant for the striking-off of companies which had not
filed their annual returns for two or more consecutive years
and were therefore in breach of the requirement under the
Companies Ordinance to file annual returns
The detailed statistics are at Appendix A
Registered documents being microfilmed for public search
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An enjoyable trip
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Customers busy with their searches
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10
COM PA NIES REGISTR Y
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Customers submitting documents in a comfortable and pleasant environment
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Regu lar re view of performance
JffJ~tifi ftUfl
Performance against Service Targets
The Registry has a number of pledges covering the fo llowing
core services shy
bull the inco rporati on reg istrati on of compani es under the
Companies Ord inance
bull the reg istrati on of doc uments req uired to be lodged by
companies
bull the provision of fac ilit ies for the search of company records
During the year despite of the large increase in the vo lume of
acti viti es the serv ice leve l targets were achieved and were
even exceeded in some cases The detailed statistics are show n
below
(expressed in working days unless otherwise stated)
( tXI ft 5fafli middot Ji5f iIJEII eamp I$PU
7
38
NA -i regffl
33 47
22 min lHI
1
NA -iregffl NA -iregffl
6
32
13
16 20
21 min 3-~
I
NA -1 J00ffl NA -1J00ffl
7
33
16
19
25
20 min 3-~
I
20 min 3-~
10 min 3-~
13
15 5
195
19 min 3-~
I
20 min 71 tl 10 min 3-~
14 18
NA -iregffl
53 59
14 NA lregffl
NA -iregffl NA 1regffl
N A -1 JOOjlj 3
NA -i JOO ffl
3 3
10 NA lregffl
NA -1 J00ffl NA lffl
Incorporat ionRegistra t ion ff lll PXlL lHc i iiJ - loca l company -iJtll i iiJ - oversea company jjjj )7~ i6]
Change of company name Ji CJI i 6] 8 -lill
Registration of general documents (including microfilm ing)
L 6J)I 14lHc EMifampfffJ - local company -i Jtll i iiJ - oversea company jljj)~i iiJ
Sea rches 1flll - express serv ice counter 1lti 1RJIY~llffi
- ordinary service counter ~~~IY~ll 1il
Submiss ion of documents at the shroff off ice
queuing lime on ly)
1plusmn LHi- 11KWx)l14 I~ampIJFI$1ffJBiJfeJ
- peak hours ~ttBiHs
- non-peak hou rs ~F~tt BMs
The Companies Registry Trading Fund was set up on 7August 7993
2) tflttffBJiPE~llil~-JLJL=ifJUi - aWIL o
11
COMPANIES REGISTRY
0 ilj li ffi JJamp
Service Enhancement Following the sat isfactory comp let ion in 1995 -96 of the
programme to renovate and refurbish the publ ic areas and office
accommodat ion at the Registrys Queensway Government
Offices prem ises both our customers and staff benefited from
a pleasant and comfortable environment throughout the whole
of 1996-97 Over the past year the emp has is on serv ice
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improvements has therefore shifted from the
phys ical fac ilities to enhancing the quality of
services delivered ~~m~~ tzX~ttm~-7xt
fltsectI~Hii ~~ middot rm ~ 10] iS fill~ ~I ~~J The use of electronic signatures to sign
~m~firl7iJfi 0
cert ifi cates of incorpo rati on commenced in
October 1996 enab ling cert if icates to be ~ ~ middot ~~29middot7~~~flH~~ o
delivered to the counter for despatch one day ~ lm ~ fffi ~~ ~w$ ~~~~amp ~~ ~ earlier than before and the company names
~ middot ~ gtJt ~~ ~ J 1H~ ~ fQ J ~ index to be updated two days earlier The Certifica tes of Incorporation with electronic signature are
0IJ 1l J ~29~ ~~~~~~t~t~printed here
1-i 1lT-1HJ1it1HJrt-z tiJ tl fiJ iN iUpoundJlt fJ~ m~bullMfr-regI~7~m~~-~The Registrys public searc h serv ice was
improved during the year by merg ing the ordinary search and
the bulk search services to ach ieve a more effective and
sat isfactory service Th e target of providing compa ny
information on mi crofilm w ithin one work in g day was
maintained but there was no more restriction on the number
of compa ni es whose records could be sea rched on each
occasion In add ition several multi-purpose counters were set
up to provide a one-stop shop for customers app lying for and
co llecting microfiches
With the im plementat ion of the relevant provisions in the
Compan ies (Amendment) Ordinance 1995 and the Companies
(Amendment) O rdinance 1997 on 10 February 1997 companies
may file documents w ith the Registry in either English or Chinese
using forms spec ified by the Registrar of Companies in place of
the previously prescribed statutory forms which have now been
de-regulated To facilitate the filing of forms in either language
and to reduce the number of forms by combining the appropriate
ones the Registry has introduced 13 new forms wh ich are
bilingual and more user-friendly The public were notified of
such changes by the Registrys External Circulars publicity on
te levis ion rad io press releases press notices the Government
-~~~~~IOJ-Mmiddot~~-~amp~~fffiq~~~M~~~
~IOJ~~cUlt o tllgtl middot ~~mll7tlreg~~~~~flltsectl middot ~$~bull
bullbull~~1lbullbullbull~~~~~~-~~m~m~~~~o
1995 ~ ~ IOl UHT) MU91Jamp 1997 ~ ~ IOl Ut n) MH91J ~ ~
lm~ B~-nn~~=~+sbull~middot~10l~~m~IOltt
oo~~~rn ~ ~~M~~~Bx~~~~~~middotmiddot~~~middot
~~~Mn~~f1~$~~M middot ~~~middot~M~m~B~8
~o~J~~-x~~~~~ ~--~~M middot ~amp~~~~
Mm~ middot ~-~~MBM~tlsectmiddot~~B~~~m~+~bull
~~~m ~~~ ~HUi~t~ o _t llibull~~J~~~~~r-tgt~w
The new bilingual forms are born
cp 9U1PUiiU~ iiii tt
12
COMPANIES REGISTRY
0 - li fffi iX
ii- 3m JQ 1) w Ill gtI middot JJI mWJ ~ t~ middot ~ tr middot If~ t~ middot wf1) ii-middot1~~~~-~~~~~~-~~middot~amp~bullm~~~
wtEbull~~wamp~yen~~~~bullJJism~~~~~m
~~mbull~~~n~ middot ~ampmiddot~~~~~~~~mbull~~
mbullmiddot~~~Aplusmnabullo~-~7MM~~m~A~~~~
mampBbull~m~mmiddot~~~~~~~mmiddot~mbull~middot~~shy
hh~~A~~~~mbull~m~bull~m~~M~~ o~~middot
~~mbull~~~~~~~-~~ 0 ~-~~~~~bullm~~
yenamp1)~~~~~mmiddotsect~pound~$~~m~~~-hh~~
hA~M~-~~~m~~~~~mmn~o
~~~m~A~~~~m~~~~--~~m~~~ middot ~bull
~~~~oo~~~JJIffibull~bull~middot~~A~~~~~~
JjJfl~ orJF~JEHHJ~9X~~~~1)~6fill~cl middot ~fl=~ 1 middot ~rJ1)~i~clampl1X)~If~~~cl o
~-~f~~pijf~
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Information Centres home page on the Internet and posters
and flyers available at prominent spots in the Queensway
Government Offices premises and provision of samples of all
specified forms in a booklet and samples of new bilingual forms
in a diskette for sale to interested parties Presentors were helped
to get familiar with and encouraged to adopt the new forms
through their free distribution for several months before the grace
period for using the old forms expired in August 1997
Thereafter the new forms are ava ilable for public sale at the
Government Publications Centre The Registry is now reviewing
all the remaining forms w hich are used to file information w ith
a view to replacing most ofthem w ith bilingual and user-friend ly
forms in 1997-98
In parallel with the commencement of the submission of forms
in Chinese the Registrys computer system for search serv ices
was also modified during the year in order to provide
search functions in Chinese Members of the public
may choose either English or Chinese to conduct their
searches on the company names and document indices
the listed companies directors index and the register of
disqualification orders
The existing CD-ROM service provided by the Registrys
agent on the company names and document indices
allows customers to view the two indices in their own
offices but as the CD-ROM updates are available onlyTesting of the agents new on-line service on company name and document
indices
iiftitifff iIj ftJ E tfl ( ffil Si X fHgf ili~JPfpoundJIU
~middot~~~~~~~~~~~~o~WJmiddot~-~~~M~
~bullbull~bull~bull~oo~~ middot~~~-~~~pijbullre~
~~bull~~~~~~~~~-m~~~-bull~oo~~middot
~~P~~~Jittfflfi~cl o-Ei~ 7~JiH9PR~~~ middot ~Pyen
~~~oo~~~~~bull~oo~~~~middot~~~m~~~
~rlii~LB~~a~n1~poundt~~lf~~cl o~-hhi~h~~ M~~~middot~-~~~F$iB~~~~~~~Imiddot~~BU
all~7tmiddot~~JS~I~m~~~bulla~oo~~o~p~~
-hh~~hA~Mna~~~~~middot~~~m~~~~bull
01)~~yenfpoundt~~lf~ 1) ~g fillamp~f~ cl
every two-weeks this may not be satisfactory for
customers requiring up-to-date information all the time
However an opportunity to improve the CD-ROM service arose
during the year The agent was allowed to work on the transfer
of the data for the CD-ROM service to facilitate the provision
of an on-line search service on these two indices through the
Internet With the proposed on-line service the customers will
have a better service than the CD-ROM service as they will be
able to obtain the daily updated indices as and when required
By the end of 1996-97 the agent was nearly ready for the free
trial of the new on-line service by existing CD-ROM customers
In 1997-98 customers are able to subscribe to this new on-line
service and start viewing the daily updated company names
and document indices in their offices
13
COMPANIES REGISTRY
0 if~ tt fffi JlK
Customer Care Since the Registry became a trading fund department various
facilities have been set up to improve the Registrys relations
with its customers and the latters understanding of the Registrys
services Today customer service remains one of the Registrys
highest priorities With the experience gained over the years
our Customer Services Division has become more and more
thorough in taking care of customers needs Its staff organize
regular visits to major customers to collect their opinions keep
up-to-date the various pamphlets explaining the Registrys
services to customers in easy to read format and organize visits
by local and overseas delegations to the Registry Regular
contact with our customers is also achieved through the forum
of the Companies Registry Customer Liaison Group which
includes representatives of the Hong Kong So c iety of
Accountants the Hong Kong Association of Banks the Hong
Kong Institute of Company Secretaries and the Law Society of
Hong Kong The Group met four times during the year and has
continued to provide an useful vehicle for exchanging ideas
and opinions on the Registrys existing and proposed activities
The contributions of the customer representatives on the Group
both past and current are valuable and always appreciated
The services of the City University of Hong Kong have been
Pamphlets for our customers
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BJSlllli1 middot~~~~-~-~~~~~~SMWmiddot~~-~~m
~ middot -~~wbull~~~~~-middot~-~~~~bullmbull
~~ao~~~am~ID~bullbull~~-~~-bullbull~ 0
-~~~~5SMH7~~~~5~B middot ~~-~~~~
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~~ middot tJJH~-ftgfP~~~Ji VJ~nz~~~fi~ffl Hffi-T~pgamp
~~a~sfl~lf~lttfiOJ~~MfibullrfitHlt~~~a ouHI middot ~
~~~as-m~ l ~1~~ r9 bullSi plusmntJlJiztltgtH~ Ill o bull V~~
~~~~119r~Nisectft~~ft~II9Pt o ~~~r~ Nlpound1~~~ lE_
g~~middot~fi~bullmiddot~~-fi~bullmiddot~~~mwbull~bullamp~
~~ giji ~f~ o ~HEI~~pgflltlffl~J middot tJIHifF~yen1
bullm~amp~-~~~~~-~Ji~~~~~o~bull~~middot
employed to devise and
analyse the Registrys
annual customer service
bull~1~~~Jjjl(FlJ~~shystudy in the second quarter
of 1997 The results will be hh-t~~=~middotiifJ
-~-Jt~~~~~a~~compared to those of last
years survey and reported ~1JD lJ5JfT o bullbullJit~~
to the Customer Liaison i5ftz~~~~i5Ssect
Group Any useful findings t~~ middot ~fiOJ~~~gr~Hillyenamp 0will be taken into account if fQJ~ffl~~~ii~
in formulating plans to bull~mcJ~5~~a~gtiiJ~
improve the Registrys 1JD lJ~ it o
services
We enjoy serving the public
1ff1fltl~mtfnruraquo
14
COMPANIES REGISTRY
i iiJ tt fll JJlE
~ middotnnr~-fftH1t-T-Mtltltt~~~~~91 middot 7S~[J~gtJltttregJ
$~~5M$~~~ampoa-fth~~~~~-t~Ba~
~----~~middot-Rmiddot~W~~~-~J~~~middotM o ~
9~-~~bullbull~$~bullbull~~~-~-~~ITa~bull
~~~~~-~bullmiddot~~m~-~~bullampJ~~ J$
~~1i$~~Jliil~flfigtJlto
~7Wm~~m~~M~-t~~~middotM-fth~~+=~
atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N
~m~bull~o~~-~~e~~fi7C~~~amp~bull~~
~ttbull middot ~~~m~~~B middotampbullli~~~-~~bull~bull
H middot ~tplusmnffWtplusmnilt~ 1~~~~ o
Well done Winners of the Serving the Community departmental Slogan and Christmas Card
Design competitions receiving the prizes from the Registrar of Companies
mJJH- 21rlE tJ9 rn~UJrmN J ~tUifftEHffJiJ T-t2tftt1ftJJ iUf ttt ~ Q] tt flfJ lElEamp f-cpffl~a5
The winning slogan ffj~tfJ~tlJ
Apart from using pamphlets to explain the Registrys
services the Reg istry is looking for other mea ns to
improve communications with its CU$tomers A home
page on the Internet which has been launched in July
1997 will provide more information for easy retrieval by
the public An Interactive Voice Response System is also
being considered in order to provide an efficient and
convenient means of serving the increasing number of
customers who make telephone enquiries
In order to promote the spirit of serving the community
the Registry participated in the Serving the Community
Carnival at Fa Hui Park in December 1996 which
attracted a lot of public interest Within the Registry
competitions in the form of a slogan and Christmas card design
on the theme of serving the community were organized to
stimulate the Registrys staff to think of the best ways to serve
the community better
15
COMPANIES REGISTRY
i WJ li fffi IOE
The Reg istrar of Companies meeting Mr Gong Pei Lian Chief of the
Shenzhen Administrative Bureau for Industry and Commerce
~ tfJlifIJgggg D f-JUJUtmI foff1 iEHffJl~~MIJBjl7t1=
Overseas and Mainland Contacts The Registry always regards contacts with other jurisdictions as
an important means for the department to objectively assess its
standards and performance and to share experiences regarding
the provision and development of services During the year
the Registry received six groups of visitors from outside Hong
Kong inc luding four delegations from Chinese government
departments and a professional institution and two from the
British Virgin Islands and Australia The Registrar of Companies
visited Companies House in the United Kingdom in August
1996 and led a delegation of the Registrys directorate officers
to Beijing from 3 to 6 March 1997 where they visited a number
of government departments and organizations including the
Legislative Commission of the National Peoples Congress the
State Administration for Industry and Commerce and the State
Economic and Trade Commission On 16 and 17 September
1996 the Registrar of Companies attended an international
conference on corporate governance in Kuala Lumpur
organized by the Malaysian Association of the Institute of
Company Secretaries and Administrators where he delivered
a paper
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The Registrar of Companies giving a souvenir to thank the Deputy Director of the
Hongkong and Macao Affairs Office under the State Council Mr Lii Ping
~ tfJlifIJ jjgfiE Dfti5cpound aU$ lJUffflfJ yenJi$ ~pound j~J tfJ D 8 SfZ 7t1=
16
0
COMPANIES REGISTRY
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fill lE amp lA ff ii 11 1997 9= ~ lll Ut ~T) fi i9Hplusmn- tL tL -t 9=- Jil El LiE middot jtJtz
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~m~~~~o~~middot~fi~~a~~ff~~~ middot ~ffi~R
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7 3 new bilingual forms for use
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~rJJllYmo
tamp-~ll ili91J~ 290A iU~-~ middot ~liiPJ9=9t~Jt~li5(JJ9=
$-~~~lll~-~~o~-~9=17ltJmiddotII~~~~~Ill
~M~fi~oR9=~-B~~lJ~illmiddotMmiddot~lJ~~z~
~~2~ jtB~~ J ~J 89000 isl~ llJ~~~~~J~fJ~~f-J
~ ifi~-tLfL-tij=~~~+-El~il 47618 isl~llJB
1pound ~ ll1H2 oo ~ rampWi ~ o
9=rJmiddot~middot~~~middot~~Ill~m~~m~lff~~lllamp~A
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Legal officers contributing their professional knowledge
ztdi itCifft) fJiUilJRpound middot Jl fttlJl
Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
~ -=middot --~
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need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
~ ~iiiJkyenMiflf
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A~bullbull middot~Mbulln~~bullrn~~~bullbullo~~~~$~yen
m~~R-~I~~mmiddot~middotM~middot~M+~-~go
aa~m~~oobullM~~bullrn~~~~bull~a-fthE~~
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~-o~~middot~~fimiddotbull~~fimiddotbull~~amp~~a~M~~
~~~~I= 1Hill middot ~tiJi~~)~~ middot riHtt~rim~
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~$~00~~-middot~~~~~Mbull~middot~bullmiddot~~middotm~
bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull
MI~ middot ~B~a~m~-~~~-~ o ~g~B~li~shy
aa~fiffl~middot~Wfflmiddot~~Wmiddot~-~ 0 ~-~~amp-~
bullbull~~~amp~~~~~bullbull~o~~$~yenm~~R
~~~ ~~~~AO 0~~-s~-~~middot IOoct
laquo_L middot-middotmiddotmiddot
tt ~~~
Reports available for public consultation on the overall review of the Companies
Ordinance
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a~ii middot bull~~~~1il~t1J 1o ]bull~~ sectl t~ 0 -fth
~h-t~Jt~~~~~T-ta~~middotplusmnmiddot~~ttfffi~~~
~~bullsectlbullbull~~obull~plusmnbullbull~middotrn~~~lifffi~~middot
~1JM8camp~fffi~ITtIBR~lampifX~~ItfJD 40 o bull~
m~~~tmiddot~~tR~-~mwbullgm~~~~middot~-X
~~~~~middotmbull~mJt~~~~~obullbulltM~=
T~~~-~a~middot~bull~bullm~~~m~~~~~o
18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
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~(o
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~ln~A~~middot~ middot ~~~~ttOO~~Jiiliin~Amiddot~~~
tJ~Mi 1J6J flrtt ~ ~t9~~llil ~~~lJtiiJ JiiliBt middot ~A iiDtt
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ff+5li~ o JJHI middot t~ ~i1~~ Jtli plusmnl ~ITitrlb amp ~~~~IT ~R
~ middot ~)JIlplusmnUo~A3JZ )~ o
t~wa~~m~Tti~~~middot~middotB~-ftft~~ft~~
ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
~o~ J middotmiddot~~~~~~~In~ampmiddotmiddot middot $~lj]IB~middot
cl ~JHN~~~ fJ lJ~f1~J~t~amp tiL~iln ~~~ ~~ o
-~~M-~t~sectM~~~~~ In $~o~~~31Z6J~M
~~n~Mmiddot~~ttoo~~~n~~~Mmiddot~~~t~nanbull
~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
hl middot ~t~bull middot bull$ampW~M middot ~amp~~ 1J ~m~~~o
ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
~alamp~yenJfi~li B~Iffl i~ middot ~~re~~~~~MaA
t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
Mln~~lj]l~ ~middotmiddot middot ~gMmiddot~middotmiddot~~~~I~~~shy
middotmiddot~oM~In~Mmiddotffl~1plusmn-ft ft A~~6Jm~mo
(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
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bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln
mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
~~-hiL-t~ iL f~
~M~middot
20
bullbullbullbull
COMPANIES REGISTRY
i jsectJ ti lffi lE
Leisure Gatherings A wide variety of social and recreational events were organized
during the year for staff and their family members These
included the annual dinner a Christmas celebration and dinner
and outin g s to
interesting places
All these activities
were well received
by the staff and
helped to build
harmonious personal
and workin g
relationships Visiting the Tsing Ma Bridge during construction
~ftJi~ltPttJwff~
[i]PERATIONS
Workload was bull Heavy for the incorporation of private companies which
increased by 73 over the past year the highest level after
1993-94
bull High for the
registration of
documents such
as noti c e of
situation of
registered office
return of first
directors and
secretary etc
which increased by about 30 over the past year and was
the highest for the past five years
bull Steady for the public search services which provide copies
of microfilmed company documentsforms filed at the
Registry with a moderate growth of 4 over the past year
bull Significant for the striking-off of companies which had not
filed their annual returns for two or more consecutive years
and were therefore in breach of the requirement under the
Companies Ordinance to file annual returns
The detailed statistics are at Appendix A
Registered documents being microfilmed for public search
m~~~~bull~e~~ttJxmiddot~~~~~M
An enjoyable trip
-iJ ifJfk ttJfampHl
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IfF-M bull bullbullbullampA~~~ttoo~~I~~ ~ middot ttoobull~~~
plusmnUo 73 middot ~- n n =~n~~~JJKw~~lgt E3]j[O
bull ~~-~~-~I~~~middot-~1)sect~~~~~~
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bull ~- -~ft~ OO~ ~~~~~ M ~ I~ ~ ~middotlgta
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bull~ middot~~bullamp7~~bullm~~~-~$middot~~-
Customers busy with their searches
Ef5ff1-ttM~fD
10
COM PA NIES REGISTR Y
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bull~~ ~~~~~~mn~~m~~
bull ffi~~~bullmmiddotbull~~~ttffi~~~~~-~ bull ~~~1Tmlix(t]x 1tt-~~c
bull mt~~lm~~tC~(t-]~9Jffi 0
Customers submitting documents in a comfortable and pleasant environment
gp E ifj (tJ Jft r~y j( ft
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Regu lar re view of performance
JffJ~tifi ftUfl
Performance against Service Targets
The Registry has a number of pledges covering the fo llowing
core services shy
bull the inco rporati on reg istrati on of compani es under the
Companies Ord inance
bull the reg istrati on of doc uments req uired to be lodged by
companies
bull the provision of fac ilit ies for the search of company records
During the year despite of the large increase in the vo lume of
acti viti es the serv ice leve l targets were achieved and were
even exceeded in some cases The detailed statistics are show n
below
(expressed in working days unless otherwise stated)
( tXI ft 5fafli middot Ji5f iIJEII eamp I$PU
7
38
NA -i regffl
33 47
22 min lHI
1
NA -iregffl NA -iregffl
6
32
13
16 20
21 min 3-~
I
NA -1 J00ffl NA -1J00ffl
7
33
16
19
25
20 min 3-~
I
20 min 3-~
10 min 3-~
13
15 5
195
19 min 3-~
I
20 min 71 tl 10 min 3-~
14 18
NA -iregffl
53 59
14 NA lregffl
NA -iregffl NA 1regffl
N A -1 JOOjlj 3
NA -i JOO ffl
3 3
10 NA lregffl
NA -1 J00ffl NA lffl
Incorporat ionRegistra t ion ff lll PXlL lHc i iiJ - loca l company -iJtll i iiJ - oversea company jjjj )7~ i6]
Change of company name Ji CJI i 6] 8 -lill
Registration of general documents (including microfilm ing)
L 6J)I 14lHc EMifampfffJ - local company -i Jtll i iiJ - oversea company jljj)~i iiJ
Sea rches 1flll - express serv ice counter 1lti 1RJIY~llffi
- ordinary service counter ~~~IY~ll 1il
Submiss ion of documents at the shroff off ice
queuing lime on ly)
1plusmn LHi- 11KWx)l14 I~ampIJFI$1ffJBiJfeJ
- peak hours ~ttBiHs
- non-peak hou rs ~F~tt BMs
The Companies Registry Trading Fund was set up on 7August 7993
2) tflttffBJiPE~llil~-JLJL=ifJUi - aWIL o
11
COMPANIES REGISTRY
0 ilj li ffi JJamp
Service Enhancement Following the sat isfactory comp let ion in 1995 -96 of the
programme to renovate and refurbish the publ ic areas and office
accommodat ion at the Registrys Queensway Government
Offices prem ises both our customers and staff benefited from
a pleasant and comfortable environment throughout the whole
of 1996-97 Over the past year the emp has is on serv ice
~~~~fr-nnn~n~~w~~m~m~fr~~~~~
~-~~~~~ampbull~~~ftbullI~~middotfrmoo-nn~~
n~~w middot ~~ampbullI~~frmbull~bullbull~bullbullo~~middotfr
~~~-~middot ~-~~~~~~m~mbull~oobull8~m~
~~~~~00 0
improvements has therefore shifted from the
phys ical fac ilities to enhancing the quality of
services delivered ~~m~~ tzX~ttm~-7xt
fltsectI~Hii ~~ middot rm ~ 10] iS fill~ ~I ~~J The use of electronic signatures to sign
~m~firl7iJfi 0
cert ifi cates of incorpo rati on commenced in
October 1996 enab ling cert if icates to be ~ ~ middot ~~29middot7~~~flH~~ o
delivered to the counter for despatch one day ~ lm ~ fffi ~~ ~w$ ~~~~amp ~~ ~ earlier than before and the company names
~ middot ~ gtJt ~~ ~ J 1H~ ~ fQ J ~ index to be updated two days earlier The Certifica tes of Incorporation with electronic signature are
0IJ 1l J ~29~ ~~~~~~t~t~printed here
1-i 1lT-1HJ1it1HJrt-z tiJ tl fiJ iN iUpoundJlt fJ~ m~bullMfr-regI~7~m~~-~The Registrys public searc h serv ice was
improved during the year by merg ing the ordinary search and
the bulk search services to ach ieve a more effective and
sat isfactory service Th e target of providing compa ny
information on mi crofilm w ithin one work in g day was
maintained but there was no more restriction on the number
of compa ni es whose records could be sea rched on each
occasion In add ition several multi-purpose counters were set
up to provide a one-stop shop for customers app lying for and
co llecting microfiches
With the im plementat ion of the relevant provisions in the
Compan ies (Amendment) Ordinance 1995 and the Companies
(Amendment) O rdinance 1997 on 10 February 1997 companies
may file documents w ith the Registry in either English or Chinese
using forms spec ified by the Registrar of Companies in place of
the previously prescribed statutory forms which have now been
de-regulated To facilitate the filing of forms in either language
and to reduce the number of forms by combining the appropriate
ones the Registry has introduced 13 new forms wh ich are
bilingual and more user-friendly The public were notified of
such changes by the Registrys External Circulars publicity on
te levis ion rad io press releases press notices the Government
-~~~~~IOJ-Mmiddot~~-~amp~~fffiq~~~M~~~
~IOJ~~cUlt o tllgtl middot ~~mll7tlreg~~~~~flltsectl middot ~$~bull
bullbull~~1lbullbullbull~~~~~~-~~m~m~~~~o
1995 ~ ~ IOl UHT) MU91Jamp 1997 ~ ~ IOl Ut n) MH91J ~ ~
lm~ B~-nn~~=~+sbull~middot~10l~~m~IOltt
oo~~~rn ~ ~~M~~~Bx~~~~~~middotmiddot~~~middot
~~~Mn~~f1~$~~M middot ~~~middot~M~m~B~8
~o~J~~-x~~~~~ ~--~~M middot ~amp~~~~
Mm~ middot ~-~~MBM~tlsectmiddot~~B~~~m~+~bull
~~~m ~~~ ~HUi~t~ o _t llibull~~J~~~~~r-tgt~w
The new bilingual forms are born
cp 9U1PUiiU~ iiii tt
12
COMPANIES REGISTRY
0 - li fffi iX
ii- 3m JQ 1) w Ill gtI middot JJI mWJ ~ t~ middot ~ tr middot If~ t~ middot wf1) ii-middot1~~~~-~~~~~~-~~middot~amp~bullm~~~
wtEbull~~wamp~yen~~~~bullJJism~~~~~m
~~mbull~~~n~ middot ~ampmiddot~~~~~~~~mbull~~
mbullmiddot~~~Aplusmnabullo~-~7MM~~m~A~~~~
mampBbull~m~mmiddot~~~~~~~mmiddot~mbull~middot~~shy
hh~~A~~~~mbull~m~bull~m~~M~~ o~~middot
~~mbull~~~~~~~-~~ 0 ~-~~~~~bullm~~
yenamp1)~~~~~mmiddotsect~pound~$~~m~~~-hh~~
hA~M~-~~~m~~~~~mmn~o
~~~m~A~~~~m~~~~--~~m~~~ middot ~bull
~~~~oo~~~JJIffibull~bull~middot~~A~~~~~~
JjJfl~ orJF~JEHHJ~9X~~~~1)~6fill~cl middot ~fl=~ 1 middot ~rJ1)~i~clampl1X)~If~~~cl o
~-~f~~pijf~
B~ pfdJiH~ ~ llHi
bull~oo~~~~
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fjlj~clamp~f~
1 Ill~bullmo
t~~lt4poundpoundt
ffl~mt~lf-
Information Centres home page on the Internet and posters
and flyers available at prominent spots in the Queensway
Government Offices premises and provision of samples of all
specified forms in a booklet and samples of new bilingual forms
in a diskette for sale to interested parties Presentors were helped
to get familiar with and encouraged to adopt the new forms
through their free distribution for several months before the grace
period for using the old forms expired in August 1997
Thereafter the new forms are ava ilable for public sale at the
Government Publications Centre The Registry is now reviewing
all the remaining forms w hich are used to file information w ith
a view to replacing most ofthem w ith bilingual and user-friend ly
forms in 1997-98
In parallel with the commencement of the submission of forms
in Chinese the Registrys computer system for search serv ices
was also modified during the year in order to provide
search functions in Chinese Members of the public
may choose either English or Chinese to conduct their
searches on the company names and document indices
the listed companies directors index and the register of
disqualification orders
The existing CD-ROM service provided by the Registrys
agent on the company names and document indices
allows customers to view the two indices in their own
offices but as the CD-ROM updates are available onlyTesting of the agents new on-line service on company name and document
indices
iiftitifff iIj ftJ E tfl ( ffil Si X fHgf ili~JPfpoundJIU
~middot~~~~~~~~~~~~o~WJmiddot~-~~~M~
~bullbull~bull~bull~oo~~ middot~~~-~~~pijbullre~
~~bull~~~~~~~~~-m~~~-bull~oo~~middot
~~P~~~Jittfflfi~cl o-Ei~ 7~JiH9PR~~~ middot ~Pyen
~~~oo~~~~~bull~oo~~~~middot~~~m~~~
~rlii~LB~~a~n1~poundt~~lf~~cl o~-hhi~h~~ M~~~middot~-~~~F$iB~~~~~~~Imiddot~~BU
all~7tmiddot~~JS~I~m~~~bulla~oo~~o~p~~
-hh~~hA~Mna~~~~~middot~~~m~~~~bull
01)~~yenfpoundt~~lf~ 1) ~g fillamp~f~ cl
every two-weeks this may not be satisfactory for
customers requiring up-to-date information all the time
However an opportunity to improve the CD-ROM service arose
during the year The agent was allowed to work on the transfer
of the data for the CD-ROM service to facilitate the provision
of an on-line search service on these two indices through the
Internet With the proposed on-line service the customers will
have a better service than the CD-ROM service as they will be
able to obtain the daily updated indices as and when required
By the end of 1996-97 the agent was nearly ready for the free
trial of the new on-line service by existing CD-ROM customers
In 1997-98 customers are able to subscribe to this new on-line
service and start viewing the daily updated company names
and document indices in their offices
13
COMPANIES REGISTRY
0 if~ tt fffi JlK
Customer Care Since the Registry became a trading fund department various
facilities have been set up to improve the Registrys relations
with its customers and the latters understanding of the Registrys
services Today customer service remains one of the Registrys
highest priorities With the experience gained over the years
our Customer Services Division has become more and more
thorough in taking care of customers needs Its staff organize
regular visits to major customers to collect their opinions keep
up-to-date the various pamphlets explaining the Registrys
services to customers in easy to read format and organize visits
by local and overseas delegations to the Registry Regular
contact with our customers is also achieved through the forum
of the Companies Registry Customer Liaison Group which
includes representatives of the Hong Kong So c iety of
Accountants the Hong Kong Association of Banks the Hong
Kong Institute of Company Secretaries and the Law Society of
Hong Kong The Group met four times during the year and has
continued to provide an useful vehicle for exchanging ideas
and opinions on the Registrys existing and proposed activities
The contributions of the customer representatives on the Group
both past and current are valuable and always appreciated
The services of the City University of Hong Kong have been
Pamphlets for our customers
~$f5 ifiifliltipNfBTshy
BJSlllli1 middot~~~~-~-~~~~~~SMWmiddot~~-~~m
~ middot -~~wbull~~~~~-middot~-~~~~bullmbull
~~ao~~~am~ID~bullbull~~-~~-bullbull~ 0
-~~~~5SMH7~~~~5~B middot ~~-~~~~
oo ~~~ooo~~~asbull~~T~m~~~~~bull
~~ middot tJJH~-ftgfP~~~Ji VJ~nz~~~fi~ffl Hffi-T~pgamp
~~a~sfl~lf~lttfiOJ~~MfibullrfitHlt~~~a ouHI middot ~
~~~as-m~ l ~1~~ r9 bullSi plusmntJlJiztltgtH~ Ill o bull V~~
~~~~119r~Nisectft~~ft~II9Pt o ~~~r~ Nlpound1~~~ lE_
g~~middot~fi~bullmiddot~~-fi~bullmiddot~~~mwbull~bullamp~
~~ giji ~f~ o ~HEI~~pgflltlffl~J middot tJIHifF~yen1
bullm~amp~-~~~~~-~Ji~~~~~o~bull~~middot
employed to devise and
analyse the Registrys
annual customer service
bull~1~~~Jjjl(FlJ~~shystudy in the second quarter
of 1997 The results will be hh-t~~=~middotiifJ
-~-Jt~~~~~a~~compared to those of last
years survey and reported ~1JD lJ5JfT o bullbullJit~~
to the Customer Liaison i5ftz~~~~i5Ssect
Group Any useful findings t~~ middot ~fiOJ~~~gr~Hillyenamp 0will be taken into account if fQJ~ffl~~~ii~
in formulating plans to bull~mcJ~5~~a~gtiiJ~
improve the Registrys 1JD lJ~ it o
services
We enjoy serving the public
1ff1fltl~mtfnruraquo
14
COMPANIES REGISTRY
i iiJ tt fll JJlE
~ middotnnr~-fftH1t-T-Mtltltt~~~~~91 middot 7S~[J~gtJltttregJ
$~~5M$~~~ampoa-fth~~~~~-t~Ba~
~----~~middot-Rmiddot~W~~~-~J~~~middotM o ~
9~-~~bullbull~$~bullbull~~~-~-~~ITa~bull
~~~~~-~bullmiddot~~m~-~~bullampJ~~ J$
~~1i$~~Jliil~flfigtJlto
~7Wm~~m~~M~-t~~~middotM-fth~~+=~
atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N
~m~bull~o~~-~~e~~fi7C~~~amp~bull~~
~ttbull middot ~~~m~~~B middotampbullli~~~-~~bull~bull
H middot ~tplusmnffWtplusmnilt~ 1~~~~ o
Well done Winners of the Serving the Community departmental Slogan and Christmas Card
Design competitions receiving the prizes from the Registrar of Companies
mJJH- 21rlE tJ9 rn~UJrmN J ~tUifftEHffJiJ T-t2tftt1ftJJ iUf ttt ~ Q] tt flfJ lElEamp f-cpffl~a5
The winning slogan ffj~tfJ~tlJ
Apart from using pamphlets to explain the Registrys
services the Reg istry is looking for other mea ns to
improve communications with its CU$tomers A home
page on the Internet which has been launched in July
1997 will provide more information for easy retrieval by
the public An Interactive Voice Response System is also
being considered in order to provide an efficient and
convenient means of serving the increasing number of
customers who make telephone enquiries
In order to promote the spirit of serving the community
the Registry participated in the Serving the Community
Carnival at Fa Hui Park in December 1996 which
attracted a lot of public interest Within the Registry
competitions in the form of a slogan and Christmas card design
on the theme of serving the community were organized to
stimulate the Registrys staff to think of the best ways to serve
the community better
15
COMPANIES REGISTRY
i WJ li fffi IOE
The Reg istrar of Companies meeting Mr Gong Pei Lian Chief of the
Shenzhen Administrative Bureau for Industry and Commerce
~ tfJlifIJgggg D f-JUJUtmI foff1 iEHffJl~~MIJBjl7t1=
Overseas and Mainland Contacts The Registry always regards contacts with other jurisdictions as
an important means for the department to objectively assess its
standards and performance and to share experiences regarding
the provision and development of services During the year
the Registry received six groups of visitors from outside Hong
Kong inc luding four delegations from Chinese government
departments and a professional institution and two from the
British Virgin Islands and Australia The Registrar of Companies
visited Companies House in the United Kingdom in August
1996 and led a delegation of the Registrys directorate officers
to Beijing from 3 to 6 March 1997 where they visited a number
of government departments and organizations including the
Legislative Commission of the National Peoples Congress the
State Administration for Industry and Commerce and the State
Economic and Trade Commission On 16 and 17 September
1996 the Registrar of Companies attended an international
conference on corporate governance in Kuala Lumpur
organized by the Malaysian Association of the Institute of
Company Secretaries and Administrators where he delivered
a paper
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mmiddot~~m~abullM~m~oo middot w~~~$bullbull~~~bullmiddot
~ P~g middot ~- iJltJtfiJ T 1 ttt P~g plusmntPamp)jij$N~ ~ bull ~ 1r~ sectf [19 11~DK
~ ~ ~afiM~awbullbullbull~~~~middot~amp~M~~~bull
bull~bullbullabull~~~~~middot~middot~~ttoobullbull~~~- ft
ft ~A~~ ~T ~~~~ttoobull middot~~-ftft~~~ ~ ~
B~B$~~-i~mA~~~~~ middot -B T -~afiS
~ampbullamiddotsectm~~A$~I~~~middotmiddot~I~fiaW
~~~amp~~bullbull~~~bullmiddot-ftft~ft~+amp+~
Bmiddot~~ttoobullbull~~~T~~~--fi~~~~~-~~
~bullbullbullmiddot~bullbull~~~~~~waampfiaA~mbull~bullmiddot
~~ttoobullbull~~bullbull~~-~ T-mbullfimiddot
The Registrar of Companies giving a souvenir to thank the Deputy Director of the
Hongkong and Macao Affairs Office under the State Council Mr Lii Ping
~ tfJlifIJ jjgfiE Dfti5cpound aU$ lJUffflfJ yenJi$ ~pound j~J tfJ D 8 SfZ 7t1=
16
0
COMPANIES REGISTRY
0 -~ n lffi ~
fill lE amp lA ff ii 11 1997 9= ~ lll Ut ~T) fi i9Hplusmn- tL tL -t 9=- Jil El LiE middot jtJtz
-tLtL-t9==~+a~~middot~o~llJ~mMn~~M~$
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~m~~~~o~~middot~fi~~a~~ff~~~ middot ~ffi~R
lJ)~tyenff oJJt91 middot ~fd~Hi9~vf~~J~litJHIJ middot ~illitl
$~mM~9=~~Jbull~bullftl~fi
~ 1H11 i91J ~fitn mtplusmn yen Jt 91 middot vJ~ t~ 0~i 1 ll~mfr~tplusmn ~~$~~~~
~~-~ffi-middotZ~-~-~~~~~MM
~-M~~middotAbullBomiddotM-~~middotmiddotIll$~m
7 3 new bilingual forms for use
i5Jffl~ffftJJ+ =iltPRffiUiampfsect ~~~~~tplusmnM~o~~-B~-tLtL-t9=A
~rJJllYmo
tamp-~ll ili91J~ 290A iU~-~ middot ~liiPJ9=9t~Jt~li5(JJ9=
$-~~~lll~-~~o~-~9=17ltJmiddotII~~~~~Ill
~M~fi~oR9=~-B~~lJ~illmiddotMmiddot~lJ~~z~
~~2~ jtB~~ J ~J 89000 isl~ llJ~~~~~J~fJ~~f-J
~ ifi~-tLfL-tij=~~~+-El~il 47618 isl~llJB
1pound ~ ll1H2 oo ~ rampWi ~ o
9=rJmiddot~middot~~~middot~~Ill~m~~m~lff~~lllamp~A
~H+(~ 1 173 iAt~t~11~ o
Legal officers contributing their professional knowledge
ztdi itCifft) fJiUilJRpound middot Jl fttlJl
Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
~ -=middot --~
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tft-fl _ rn ~~ _
HlaquoAb-Mt oi OI~ IltY II I t t ioiIUk bull otfJ-11
~IIJI middot middotmiddotmiddotbullbullbull A bullbull
need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
~ ~iiiJkyenMiflf
~~$~yenm~~Rbull~bullmmwbullbull~~middot~~~B~
A~bullbull middot~Mbulln~~bullrn~~~bullbullo~~~~$~yen
m~~R-~I~~mmiddot~middotM~middot~M+~-~go
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~-o~~middot~~fimiddotbull~~fimiddotbull~~amp~~a~M~~
~~~~I= 1Hill middot ~tiJi~~)~~ middot riHtt~rim~
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~$~00~~-middot~~~~~Mbull~middot~bullmiddot~~middotm~
bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull
MI~ middot ~B~a~m~-~~~-~ o ~g~B~li~shy
aa~fiffl~middot~Wfflmiddot~~Wmiddot~-~ 0 ~-~~amp-~
bullbull~~~amp~~~~~bullbull~o~~$~yenm~~R
~~~ ~~~~AO 0~~-s~-~~middot IOoct
laquo_L middot-middotmiddotmiddot
tt ~~~
Reports available for public consultation on the overall review of the Companies
Ordinance
1fiIEltff~U~tiUffdftJt9fSfJlefU middot iEoi~Jtli1UiiJyenJl
a~ii middot bull~~~~1il~t1J 1o ]bull~~ sectl t~ 0 -fth
~h-t~Jt~~~~~T-ta~~middotplusmnmiddot~~ttfffi~~~
~~bullsectlbullbull~~obull~plusmnbullbull~middotrn~~~lifffi~~middot
~1JM8camp~fffi~ITtIBR~lampifX~~ItfJD 40 o bull~
m~~~tmiddot~~tR~-~mwbullgm~~~~middot~-X
~~~~~middotmbull~mJt~~~~~obullbulltM~=
T~~~-~a~middot~bull~bullm~~~m~~~~~o
18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
-AAIIJtA-tFNkA
~ffl lnjjfj]~~ sect ~ampI~HfiH~Inyenamp~71 ~iJli(~~Hflt B amp~J
~(o
t~ ffl 1plusmntf~i_ gtI In lii~iEHmii= 5z tiyent~ 31ZlJ~ 1plusmnllil ~~~Uti~Jiiliinplusmnrll~illlfflY o55U3 middot Eil~t~31Zsectlt~
~ln~A~~middot~ middot ~~~~ttOO~~Jiiliin~Amiddot~~~
tJ~Mi 1J6J flrtt ~ ~t9~~llil ~~~lJtiiJ JiiliBt middot ~A iiDtt
~a~o1J~amp~middot1plusmnbull~~middot1Mft~t~18M~~
ff+5li~ o JJHI middot t~ ~i1~~ Jtli plusmnl ~ITitrlb amp ~~~~IT ~R
~ middot ~)JIlplusmnUo~A3JZ )~ o
t~wa~~m~Tti~~~middot~middotB~-ftft~~ft~~
ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
~o~ J middotmiddot~~~~~~~In~ampmiddotmiddot middot $~lj]IB~middot
cl ~JHN~~~ fJ lJ~f1~J~t~amp tiL~iln ~~~ ~~ o
-~~M-~t~sectM~~~~~ In $~o~~~31Z6J~M
~~n~Mmiddot~~ttoo~~~n~~~Mmiddot~~~t~nanbull
~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
hl middot ~t~bull middot bull$ampW~M middot ~amp~~ 1J ~m~~~o
ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
~alamp~yenJfi~li B~Iffl i~ middot ~~re~~~~~MaA
t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
Mln~~lj]l~ ~middotmiddot middot ~gMmiddot~middotmiddot~~~~I~~~shy
middotmiddot~oM~In~Mmiddotffl~1plusmn-ft ft A~~6Jm~mo
(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
A1fli~fff flftA~ft]IfFIItfJ~JPjfHJ
~7~ft~mmiddot~~~-MSmiddotmiddot~BM~7~~tt$a
bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln
mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
~~-hiL-t~ iL f~
~M~middot
20
COM PA NIES REGISTR Y
0 ti lffi lllElfl
I1tmiddotIJ ~DIIflilaquolttt
bull~~ ~~~~~~mn~~m~~
bull ffi~~~bullmmiddotbull~~~ttffi~~~~~-~ bull ~~~1Tmlix(t]x 1tt-~~c
bull mt~~lm~~tC~(t-]~9Jffi 0
Customers submitting documents in a comfortable and pleasant environment
gp E ifj (tJ Jft r~y j( ft
~ fl middot 1 t I 1Fi7J~ itplusmn~ no middot J_sect_m~mgtJL 1JJl~ sect t~ middot 1plusmn ~~~00~~-ffiU(t-J~~o~Em~bullbull~~~
Regu lar re view of performance
JffJ~tifi ftUfl
Performance against Service Targets
The Registry has a number of pledges covering the fo llowing
core services shy
bull the inco rporati on reg istrati on of compani es under the
Companies Ord inance
bull the reg istrati on of doc uments req uired to be lodged by
companies
bull the provision of fac ilit ies for the search of company records
During the year despite of the large increase in the vo lume of
acti viti es the serv ice leve l targets were achieved and were
even exceeded in some cases The detailed statistics are show n
below
(expressed in working days unless otherwise stated)
( tXI ft 5fafli middot Ji5f iIJEII eamp I$PU
7
38
NA -i regffl
33 47
22 min lHI
1
NA -iregffl NA -iregffl
6
32
13
16 20
21 min 3-~
I
NA -1 J00ffl NA -1J00ffl
7
33
16
19
25
20 min 3-~
I
20 min 3-~
10 min 3-~
13
15 5
195
19 min 3-~
I
20 min 71 tl 10 min 3-~
14 18
NA -iregffl
53 59
14 NA lregffl
NA -iregffl NA 1regffl
N A -1 JOOjlj 3
NA -i JOO ffl
3 3
10 NA lregffl
NA -1 J00ffl NA lffl
Incorporat ionRegistra t ion ff lll PXlL lHc i iiJ - loca l company -iJtll i iiJ - oversea company jjjj )7~ i6]
Change of company name Ji CJI i 6] 8 -lill
Registration of general documents (including microfilm ing)
L 6J)I 14lHc EMifampfffJ - local company -i Jtll i iiJ - oversea company jljj)~i iiJ
Sea rches 1flll - express serv ice counter 1lti 1RJIY~llffi
- ordinary service counter ~~~IY~ll 1il
Submiss ion of documents at the shroff off ice
queuing lime on ly)
1plusmn LHi- 11KWx)l14 I~ampIJFI$1ffJBiJfeJ
- peak hours ~ttBiHs
- non-peak hou rs ~F~tt BMs
The Companies Registry Trading Fund was set up on 7August 7993
2) tflttffBJiPE~llil~-JLJL=ifJUi - aWIL o
11
COMPANIES REGISTRY
0 ilj li ffi JJamp
Service Enhancement Following the sat isfactory comp let ion in 1995 -96 of the
programme to renovate and refurbish the publ ic areas and office
accommodat ion at the Registrys Queensway Government
Offices prem ises both our customers and staff benefited from
a pleasant and comfortable environment throughout the whole
of 1996-97 Over the past year the emp has is on serv ice
~~~~fr-nnn~n~~w~~m~m~fr~~~~~
~-~~~~~ampbull~~~ftbullI~~middotfrmoo-nn~~
n~~w middot ~~ampbullI~~frmbull~bullbull~bullbullo~~middotfr
~~~-~middot ~-~~~~~~m~mbull~oobull8~m~
~~~~~00 0
improvements has therefore shifted from the
phys ical fac ilities to enhancing the quality of
services delivered ~~m~~ tzX~ttm~-7xt
fltsectI~Hii ~~ middot rm ~ 10] iS fill~ ~I ~~J The use of electronic signatures to sign
~m~firl7iJfi 0
cert ifi cates of incorpo rati on commenced in
October 1996 enab ling cert if icates to be ~ ~ middot ~~29middot7~~~flH~~ o
delivered to the counter for despatch one day ~ lm ~ fffi ~~ ~w$ ~~~~amp ~~ ~ earlier than before and the company names
~ middot ~ gtJt ~~ ~ J 1H~ ~ fQ J ~ index to be updated two days earlier The Certifica tes of Incorporation with electronic signature are
0IJ 1l J ~29~ ~~~~~~t~t~printed here
1-i 1lT-1HJ1it1HJrt-z tiJ tl fiJ iN iUpoundJlt fJ~ m~bullMfr-regI~7~m~~-~The Registrys public searc h serv ice was
improved during the year by merg ing the ordinary search and
the bulk search services to ach ieve a more effective and
sat isfactory service Th e target of providing compa ny
information on mi crofilm w ithin one work in g day was
maintained but there was no more restriction on the number
of compa ni es whose records could be sea rched on each
occasion In add ition several multi-purpose counters were set
up to provide a one-stop shop for customers app lying for and
co llecting microfiches
With the im plementat ion of the relevant provisions in the
Compan ies (Amendment) Ordinance 1995 and the Companies
(Amendment) O rdinance 1997 on 10 February 1997 companies
may file documents w ith the Registry in either English or Chinese
using forms spec ified by the Registrar of Companies in place of
the previously prescribed statutory forms which have now been
de-regulated To facilitate the filing of forms in either language
and to reduce the number of forms by combining the appropriate
ones the Registry has introduced 13 new forms wh ich are
bilingual and more user-friendly The public were notified of
such changes by the Registrys External Circulars publicity on
te levis ion rad io press releases press notices the Government
-~~~~~IOJ-Mmiddot~~-~amp~~fffiq~~~M~~~
~IOJ~~cUlt o tllgtl middot ~~mll7tlreg~~~~~flltsectl middot ~$~bull
bullbull~~1lbullbullbull~~~~~~-~~m~m~~~~o
1995 ~ ~ IOl UHT) MU91Jamp 1997 ~ ~ IOl Ut n) MH91J ~ ~
lm~ B~-nn~~=~+sbull~middot~10l~~m~IOltt
oo~~~rn ~ ~~M~~~Bx~~~~~~middotmiddot~~~middot
~~~Mn~~f1~$~~M middot ~~~middot~M~m~B~8
~o~J~~-x~~~~~ ~--~~M middot ~amp~~~~
Mm~ middot ~-~~MBM~tlsectmiddot~~B~~~m~+~bull
~~~m ~~~ ~HUi~t~ o _t llibull~~J~~~~~r-tgt~w
The new bilingual forms are born
cp 9U1PUiiU~ iiii tt
12
COMPANIES REGISTRY
0 - li fffi iX
ii- 3m JQ 1) w Ill gtI middot JJI mWJ ~ t~ middot ~ tr middot If~ t~ middot wf1) ii-middot1~~~~-~~~~~~-~~middot~amp~bullm~~~
wtEbull~~wamp~yen~~~~bullJJism~~~~~m
~~mbull~~~n~ middot ~ampmiddot~~~~~~~~mbull~~
mbullmiddot~~~Aplusmnabullo~-~7MM~~m~A~~~~
mampBbull~m~mmiddot~~~~~~~mmiddot~mbull~middot~~shy
hh~~A~~~~mbull~m~bull~m~~M~~ o~~middot
~~mbull~~~~~~~-~~ 0 ~-~~~~~bullm~~
yenamp1)~~~~~mmiddotsect~pound~$~~m~~~-hh~~
hA~M~-~~~m~~~~~mmn~o
~~~m~A~~~~m~~~~--~~m~~~ middot ~bull
~~~~oo~~~JJIffibull~bull~middot~~A~~~~~~
JjJfl~ orJF~JEHHJ~9X~~~~1)~6fill~cl middot ~fl=~ 1 middot ~rJ1)~i~clampl1X)~If~~~cl o
~-~f~~pijf~
B~ pfdJiH~ ~ llHi
bull~oo~~~~
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fjlj~clamp~f~
1 Ill~bullmo
t~~lt4poundpoundt
ffl~mt~lf-
Information Centres home page on the Internet and posters
and flyers available at prominent spots in the Queensway
Government Offices premises and provision of samples of all
specified forms in a booklet and samples of new bilingual forms
in a diskette for sale to interested parties Presentors were helped
to get familiar with and encouraged to adopt the new forms
through their free distribution for several months before the grace
period for using the old forms expired in August 1997
Thereafter the new forms are ava ilable for public sale at the
Government Publications Centre The Registry is now reviewing
all the remaining forms w hich are used to file information w ith
a view to replacing most ofthem w ith bilingual and user-friend ly
forms in 1997-98
In parallel with the commencement of the submission of forms
in Chinese the Registrys computer system for search serv ices
was also modified during the year in order to provide
search functions in Chinese Members of the public
may choose either English or Chinese to conduct their
searches on the company names and document indices
the listed companies directors index and the register of
disqualification orders
The existing CD-ROM service provided by the Registrys
agent on the company names and document indices
allows customers to view the two indices in their own
offices but as the CD-ROM updates are available onlyTesting of the agents new on-line service on company name and document
indices
iiftitifff iIj ftJ E tfl ( ffil Si X fHgf ili~JPfpoundJIU
~middot~~~~~~~~~~~~o~WJmiddot~-~~~M~
~bullbull~bull~bull~oo~~ middot~~~-~~~pijbullre~
~~bull~~~~~~~~~-m~~~-bull~oo~~middot
~~P~~~Jittfflfi~cl o-Ei~ 7~JiH9PR~~~ middot ~Pyen
~~~oo~~~~~bull~oo~~~~middot~~~m~~~
~rlii~LB~~a~n1~poundt~~lf~~cl o~-hhi~h~~ M~~~middot~-~~~F$iB~~~~~~~Imiddot~~BU
all~7tmiddot~~JS~I~m~~~bulla~oo~~o~p~~
-hh~~hA~Mna~~~~~middot~~~m~~~~bull
01)~~yenfpoundt~~lf~ 1) ~g fillamp~f~ cl
every two-weeks this may not be satisfactory for
customers requiring up-to-date information all the time
However an opportunity to improve the CD-ROM service arose
during the year The agent was allowed to work on the transfer
of the data for the CD-ROM service to facilitate the provision
of an on-line search service on these two indices through the
Internet With the proposed on-line service the customers will
have a better service than the CD-ROM service as they will be
able to obtain the daily updated indices as and when required
By the end of 1996-97 the agent was nearly ready for the free
trial of the new on-line service by existing CD-ROM customers
In 1997-98 customers are able to subscribe to this new on-line
service and start viewing the daily updated company names
and document indices in their offices
13
COMPANIES REGISTRY
0 if~ tt fffi JlK
Customer Care Since the Registry became a trading fund department various
facilities have been set up to improve the Registrys relations
with its customers and the latters understanding of the Registrys
services Today customer service remains one of the Registrys
highest priorities With the experience gained over the years
our Customer Services Division has become more and more
thorough in taking care of customers needs Its staff organize
regular visits to major customers to collect their opinions keep
up-to-date the various pamphlets explaining the Registrys
services to customers in easy to read format and organize visits
by local and overseas delegations to the Registry Regular
contact with our customers is also achieved through the forum
of the Companies Registry Customer Liaison Group which
includes representatives of the Hong Kong So c iety of
Accountants the Hong Kong Association of Banks the Hong
Kong Institute of Company Secretaries and the Law Society of
Hong Kong The Group met four times during the year and has
continued to provide an useful vehicle for exchanging ideas
and opinions on the Registrys existing and proposed activities
The contributions of the customer representatives on the Group
both past and current are valuable and always appreciated
The services of the City University of Hong Kong have been
Pamphlets for our customers
~$f5 ifiifliltipNfBTshy
BJSlllli1 middot~~~~-~-~~~~~~SMWmiddot~~-~~m
~ middot -~~wbull~~~~~-middot~-~~~~bullmbull
~~ao~~~am~ID~bullbull~~-~~-bullbull~ 0
-~~~~5SMH7~~~~5~B middot ~~-~~~~
oo ~~~ooo~~~asbull~~T~m~~~~~bull
~~ middot tJJH~-ftgfP~~~Ji VJ~nz~~~fi~ffl Hffi-T~pgamp
~~a~sfl~lf~lttfiOJ~~MfibullrfitHlt~~~a ouHI middot ~
~~~as-m~ l ~1~~ r9 bullSi plusmntJlJiztltgtH~ Ill o bull V~~
~~~~119r~Nisectft~~ft~II9Pt o ~~~r~ Nlpound1~~~ lE_
g~~middot~fi~bullmiddot~~-fi~bullmiddot~~~mwbull~bullamp~
~~ giji ~f~ o ~HEI~~pgflltlffl~J middot tJIHifF~yen1
bullm~amp~-~~~~~-~Ji~~~~~o~bull~~middot
employed to devise and
analyse the Registrys
annual customer service
bull~1~~~Jjjl(FlJ~~shystudy in the second quarter
of 1997 The results will be hh-t~~=~middotiifJ
-~-Jt~~~~~a~~compared to those of last
years survey and reported ~1JD lJ5JfT o bullbullJit~~
to the Customer Liaison i5ftz~~~~i5Ssect
Group Any useful findings t~~ middot ~fiOJ~~~gr~Hillyenamp 0will be taken into account if fQJ~ffl~~~ii~
in formulating plans to bull~mcJ~5~~a~gtiiJ~
improve the Registrys 1JD lJ~ it o
services
We enjoy serving the public
1ff1fltl~mtfnruraquo
14
COMPANIES REGISTRY
i iiJ tt fll JJlE
~ middotnnr~-fftH1t-T-Mtltltt~~~~~91 middot 7S~[J~gtJltttregJ
$~~5M$~~~ampoa-fth~~~~~-t~Ba~
~----~~middot-Rmiddot~W~~~-~J~~~middotM o ~
9~-~~bullbull~$~bullbull~~~-~-~~ITa~bull
~~~~~-~bullmiddot~~m~-~~bullampJ~~ J$
~~1i$~~Jliil~flfigtJlto
~7Wm~~m~~M~-t~~~middotM-fth~~+=~
atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N
~m~bull~o~~-~~e~~fi7C~~~amp~bull~~
~ttbull middot ~~~m~~~B middotampbullli~~~-~~bull~bull
H middot ~tplusmnffWtplusmnilt~ 1~~~~ o
Well done Winners of the Serving the Community departmental Slogan and Christmas Card
Design competitions receiving the prizes from the Registrar of Companies
mJJH- 21rlE tJ9 rn~UJrmN J ~tUifftEHffJiJ T-t2tftt1ftJJ iUf ttt ~ Q] tt flfJ lElEamp f-cpffl~a5
The winning slogan ffj~tfJ~tlJ
Apart from using pamphlets to explain the Registrys
services the Reg istry is looking for other mea ns to
improve communications with its CU$tomers A home
page on the Internet which has been launched in July
1997 will provide more information for easy retrieval by
the public An Interactive Voice Response System is also
being considered in order to provide an efficient and
convenient means of serving the increasing number of
customers who make telephone enquiries
In order to promote the spirit of serving the community
the Registry participated in the Serving the Community
Carnival at Fa Hui Park in December 1996 which
attracted a lot of public interest Within the Registry
competitions in the form of a slogan and Christmas card design
on the theme of serving the community were organized to
stimulate the Registrys staff to think of the best ways to serve
the community better
15
COMPANIES REGISTRY
i WJ li fffi IOE
The Reg istrar of Companies meeting Mr Gong Pei Lian Chief of the
Shenzhen Administrative Bureau for Industry and Commerce
~ tfJlifIJgggg D f-JUJUtmI foff1 iEHffJl~~MIJBjl7t1=
Overseas and Mainland Contacts The Registry always regards contacts with other jurisdictions as
an important means for the department to objectively assess its
standards and performance and to share experiences regarding
the provision and development of services During the year
the Registry received six groups of visitors from outside Hong
Kong inc luding four delegations from Chinese government
departments and a professional institution and two from the
British Virgin Islands and Australia The Registrar of Companies
visited Companies House in the United Kingdom in August
1996 and led a delegation of the Registrys directorate officers
to Beijing from 3 to 6 March 1997 where they visited a number
of government departments and organizations including the
Legislative Commission of the National Peoples Congress the
State Administration for Industry and Commerce and the State
Economic and Trade Commission On 16 and 17 September
1996 the Registrar of Companies attended an international
conference on corporate governance in Kuala Lumpur
organized by the Malaysian Association of the Institute of
Company Secretaries and Administrators where he delivered
a paper
~--~bull~w~~~$bullbull~~Mbullbullmiddot~~bullbull middot ~bull
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mmiddot~~m~abullM~m~oo middot w~~~$bullbull~~~bullmiddot
~ P~g middot ~- iJltJtfiJ T 1 ttt P~g plusmntPamp)jij$N~ ~ bull ~ 1r~ sectf [19 11~DK
~ ~ ~afiM~awbullbullbull~~~~middot~amp~M~~~bull
bull~bullbullabull~~~~~middot~middot~~ttoobullbull~~~- ft
ft ~A~~ ~T ~~~~ttoobull middot~~-ftft~~~ ~ ~
B~B$~~-i~mA~~~~~ middot -B T -~afiS
~ampbullamiddotsectm~~A$~I~~~middotmiddot~I~fiaW
~~~amp~~bullbull~~~bullmiddot-ftft~ft~+amp+~
Bmiddot~~ttoobullbull~~~T~~~--fi~~~~~-~~
~bullbullbullmiddot~bullbull~~~~~~waampfiaA~mbull~bullmiddot
~~ttoobullbull~~bullbull~~-~ T-mbullfimiddot
The Registrar of Companies giving a souvenir to thank the Deputy Director of the
Hongkong and Macao Affairs Office under the State Council Mr Lii Ping
~ tfJlifIJ jjgfiE Dfti5cpound aU$ lJUffflfJ yenJi$ ~pound j~J tfJ D 8 SfZ 7t1=
16
0
COMPANIES REGISTRY
0 -~ n lffi ~
fill lE amp lA ff ii 11 1997 9= ~ lll Ut ~T) fi i9Hplusmn- tL tL -t 9=- Jil El LiE middot jtJtz
-tLtL-t9==~+a~~middot~o~llJ~mMn~~M~$
~~~Bbull~bulln~mbull~~~m~-~~~llttoobullbull
~m~~~~o~~middot~fi~~a~~ff~~~ middot ~ffi~R
lJ)~tyenff oJJt91 middot ~fd~Hi9~vf~~J~litJHIJ middot ~illitl
$~mM~9=~~Jbull~bullftl~fi
~ 1H11 i91J ~fitn mtplusmn yen Jt 91 middot vJ~ t~ 0~i 1 ll~mfr~tplusmn ~~$~~~~
~~-~ffi-middotZ~-~-~~~~~MM
~-M~~middotAbullBomiddotM-~~middotmiddotIll$~m
7 3 new bilingual forms for use
i5Jffl~ffftJJ+ =iltPRffiUiampfsect ~~~~~tplusmnM~o~~-B~-tLtL-t9=A
~rJJllYmo
tamp-~ll ili91J~ 290A iU~-~ middot ~liiPJ9=9t~Jt~li5(JJ9=
$-~~~lll~-~~o~-~9=17ltJmiddotII~~~~~Ill
~M~fi~oR9=~-B~~lJ~illmiddotMmiddot~lJ~~z~
~~2~ jtB~~ J ~J 89000 isl~ llJ~~~~~J~fJ~~f-J
~ ifi~-tLfL-tij=~~~+-El~il 47618 isl~llJB
1pound ~ ll1H2 oo ~ rampWi ~ o
9=rJmiddot~middot~~~middot~~Ill~m~~m~lff~~lllamp~A
~H+(~ 1 173 iAt~t~11~ o
Legal officers contributing their professional knowledge
ztdi itCifft) fJiUilJRpound middot Jl fttlJl
Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
~ -=middot --~
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need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
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bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull
MI~ middot ~B~a~m~-~~~-~ o ~g~B~li~shy
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bullbull~~~amp~~~~~bullbull~o~~$~yenm~~R
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Reports available for public consultation on the overall review of the Companies
Ordinance
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18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
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t~wa~~m~Tti~~~middot~middotB~-ftft~~ft~~
ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
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cl ~JHN~~~ fJ lJ~f1~J~t~amp tiL~iln ~~~ ~~ o
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~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
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ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
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t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
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(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
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mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
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20
COMPANIES REGISTRY
0 ilj li ffi JJamp
Service Enhancement Following the sat isfactory comp let ion in 1995 -96 of the
programme to renovate and refurbish the publ ic areas and office
accommodat ion at the Registrys Queensway Government
Offices prem ises both our customers and staff benefited from
a pleasant and comfortable environment throughout the whole
of 1996-97 Over the past year the emp has is on serv ice
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improvements has therefore shifted from the
phys ical fac ilities to enhancing the quality of
services delivered ~~m~~ tzX~ttm~-7xt
fltsectI~Hii ~~ middot rm ~ 10] iS fill~ ~I ~~J The use of electronic signatures to sign
~m~firl7iJfi 0
cert ifi cates of incorpo rati on commenced in
October 1996 enab ling cert if icates to be ~ ~ middot ~~29middot7~~~flH~~ o
delivered to the counter for despatch one day ~ lm ~ fffi ~~ ~w$ ~~~~amp ~~ ~ earlier than before and the company names
~ middot ~ gtJt ~~ ~ J 1H~ ~ fQ J ~ index to be updated two days earlier The Certifica tes of Incorporation with electronic signature are
0IJ 1l J ~29~ ~~~~~~t~t~printed here
1-i 1lT-1HJ1it1HJrt-z tiJ tl fiJ iN iUpoundJlt fJ~ m~bullMfr-regI~7~m~~-~The Registrys public searc h serv ice was
improved during the year by merg ing the ordinary search and
the bulk search services to ach ieve a more effective and
sat isfactory service Th e target of providing compa ny
information on mi crofilm w ithin one work in g day was
maintained but there was no more restriction on the number
of compa ni es whose records could be sea rched on each
occasion In add ition several multi-purpose counters were set
up to provide a one-stop shop for customers app lying for and
co llecting microfiches
With the im plementat ion of the relevant provisions in the
Compan ies (Amendment) Ordinance 1995 and the Companies
(Amendment) O rdinance 1997 on 10 February 1997 companies
may file documents w ith the Registry in either English or Chinese
using forms spec ified by the Registrar of Companies in place of
the previously prescribed statutory forms which have now been
de-regulated To facilitate the filing of forms in either language
and to reduce the number of forms by combining the appropriate
ones the Registry has introduced 13 new forms wh ich are
bilingual and more user-friendly The public were notified of
such changes by the Registrys External Circulars publicity on
te levis ion rad io press releases press notices the Government
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1995 ~ ~ IOl UHT) MU91Jamp 1997 ~ ~ IOl Ut n) MH91J ~ ~
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oo~~~rn ~ ~~M~~~Bx~~~~~~middotmiddot~~~middot
~~~Mn~~f1~$~~M middot ~~~middot~M~m~B~8
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~~~m ~~~ ~HUi~t~ o _t llibull~~J~~~~~r-tgt~w
The new bilingual forms are born
cp 9U1PUiiU~ iiii tt
12
COMPANIES REGISTRY
0 - li fffi iX
ii- 3m JQ 1) w Ill gtI middot JJI mWJ ~ t~ middot ~ tr middot If~ t~ middot wf1) ii-middot1~~~~-~~~~~~-~~middot~amp~bullm~~~
wtEbull~~wamp~yen~~~~bullJJism~~~~~m
~~mbull~~~n~ middot ~ampmiddot~~~~~~~~mbull~~
mbullmiddot~~~Aplusmnabullo~-~7MM~~m~A~~~~
mampBbull~m~mmiddot~~~~~~~mmiddot~mbull~middot~~shy
hh~~A~~~~mbull~m~bull~m~~M~~ o~~middot
~~mbull~~~~~~~-~~ 0 ~-~~~~~bullm~~
yenamp1)~~~~~mmiddotsect~pound~$~~m~~~-hh~~
hA~M~-~~~m~~~~~mmn~o
~~~m~A~~~~m~~~~--~~m~~~ middot ~bull
~~~~oo~~~JJIffibull~bull~middot~~A~~~~~~
JjJfl~ orJF~JEHHJ~9X~~~~1)~6fill~cl middot ~fl=~ 1 middot ~rJ1)~i~clampl1X)~If~~~cl o
~-~f~~pijf~
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Information Centres home page on the Internet and posters
and flyers available at prominent spots in the Queensway
Government Offices premises and provision of samples of all
specified forms in a booklet and samples of new bilingual forms
in a diskette for sale to interested parties Presentors were helped
to get familiar with and encouraged to adopt the new forms
through their free distribution for several months before the grace
period for using the old forms expired in August 1997
Thereafter the new forms are ava ilable for public sale at the
Government Publications Centre The Registry is now reviewing
all the remaining forms w hich are used to file information w ith
a view to replacing most ofthem w ith bilingual and user-friend ly
forms in 1997-98
In parallel with the commencement of the submission of forms
in Chinese the Registrys computer system for search serv ices
was also modified during the year in order to provide
search functions in Chinese Members of the public
may choose either English or Chinese to conduct their
searches on the company names and document indices
the listed companies directors index and the register of
disqualification orders
The existing CD-ROM service provided by the Registrys
agent on the company names and document indices
allows customers to view the two indices in their own
offices but as the CD-ROM updates are available onlyTesting of the agents new on-line service on company name and document
indices
iiftitifff iIj ftJ E tfl ( ffil Si X fHgf ili~JPfpoundJIU
~middot~~~~~~~~~~~~o~WJmiddot~-~~~M~
~bullbull~bull~bull~oo~~ middot~~~-~~~pijbullre~
~~bull~~~~~~~~~-m~~~-bull~oo~~middot
~~P~~~Jittfflfi~cl o-Ei~ 7~JiH9PR~~~ middot ~Pyen
~~~oo~~~~~bull~oo~~~~middot~~~m~~~
~rlii~LB~~a~n1~poundt~~lf~~cl o~-hhi~h~~ M~~~middot~-~~~F$iB~~~~~~~Imiddot~~BU
all~7tmiddot~~JS~I~m~~~bulla~oo~~o~p~~
-hh~~hA~Mna~~~~~middot~~~m~~~~bull
01)~~yenfpoundt~~lf~ 1) ~g fillamp~f~ cl
every two-weeks this may not be satisfactory for
customers requiring up-to-date information all the time
However an opportunity to improve the CD-ROM service arose
during the year The agent was allowed to work on the transfer
of the data for the CD-ROM service to facilitate the provision
of an on-line search service on these two indices through the
Internet With the proposed on-line service the customers will
have a better service than the CD-ROM service as they will be
able to obtain the daily updated indices as and when required
By the end of 1996-97 the agent was nearly ready for the free
trial of the new on-line service by existing CD-ROM customers
In 1997-98 customers are able to subscribe to this new on-line
service and start viewing the daily updated company names
and document indices in their offices
13
COMPANIES REGISTRY
0 if~ tt fffi JlK
Customer Care Since the Registry became a trading fund department various
facilities have been set up to improve the Registrys relations
with its customers and the latters understanding of the Registrys
services Today customer service remains one of the Registrys
highest priorities With the experience gained over the years
our Customer Services Division has become more and more
thorough in taking care of customers needs Its staff organize
regular visits to major customers to collect their opinions keep
up-to-date the various pamphlets explaining the Registrys
services to customers in easy to read format and organize visits
by local and overseas delegations to the Registry Regular
contact with our customers is also achieved through the forum
of the Companies Registry Customer Liaison Group which
includes representatives of the Hong Kong So c iety of
Accountants the Hong Kong Association of Banks the Hong
Kong Institute of Company Secretaries and the Law Society of
Hong Kong The Group met four times during the year and has
continued to provide an useful vehicle for exchanging ideas
and opinions on the Registrys existing and proposed activities
The contributions of the customer representatives on the Group
both past and current are valuable and always appreciated
The services of the City University of Hong Kong have been
Pamphlets for our customers
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-~~~~5SMH7~~~~5~B middot ~~-~~~~
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~~~~119r~Nisectft~~ft~II9Pt o ~~~r~ Nlpound1~~~ lE_
g~~middot~fi~bullmiddot~~-fi~bullmiddot~~~mwbull~bullamp~
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employed to devise and
analyse the Registrys
annual customer service
bull~1~~~Jjjl(FlJ~~shystudy in the second quarter
of 1997 The results will be hh-t~~=~middotiifJ
-~-Jt~~~~~a~~compared to those of last
years survey and reported ~1JD lJ5JfT o bullbullJit~~
to the Customer Liaison i5ftz~~~~i5Ssect
Group Any useful findings t~~ middot ~fiOJ~~~gr~Hillyenamp 0will be taken into account if fQJ~ffl~~~ii~
in formulating plans to bull~mcJ~5~~a~gtiiJ~
improve the Registrys 1JD lJ~ it o
services
We enjoy serving the public
1ff1fltl~mtfnruraquo
14
COMPANIES REGISTRY
i iiJ tt fll JJlE
~ middotnnr~-fftH1t-T-Mtltltt~~~~~91 middot 7S~[J~gtJltttregJ
$~~5M$~~~ampoa-fth~~~~~-t~Ba~
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9~-~~bullbull~$~bullbull~~~-~-~~ITa~bull
~~~~~-~bullmiddot~~m~-~~bullampJ~~ J$
~~1i$~~Jliil~flfigtJlto
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atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N
~m~bull~o~~-~~e~~fi7C~~~amp~bull~~
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Well done Winners of the Serving the Community departmental Slogan and Christmas Card
Design competitions receiving the prizes from the Registrar of Companies
mJJH- 21rlE tJ9 rn~UJrmN J ~tUifftEHffJiJ T-t2tftt1ftJJ iUf ttt ~ Q] tt flfJ lElEamp f-cpffl~a5
The winning slogan ffj~tfJ~tlJ
Apart from using pamphlets to explain the Registrys
services the Reg istry is looking for other mea ns to
improve communications with its CU$tomers A home
page on the Internet which has been launched in July
1997 will provide more information for easy retrieval by
the public An Interactive Voice Response System is also
being considered in order to provide an efficient and
convenient means of serving the increasing number of
customers who make telephone enquiries
In order to promote the spirit of serving the community
the Registry participated in the Serving the Community
Carnival at Fa Hui Park in December 1996 which
attracted a lot of public interest Within the Registry
competitions in the form of a slogan and Christmas card design
on the theme of serving the community were organized to
stimulate the Registrys staff to think of the best ways to serve
the community better
15
COMPANIES REGISTRY
i WJ li fffi IOE
The Reg istrar of Companies meeting Mr Gong Pei Lian Chief of the
Shenzhen Administrative Bureau for Industry and Commerce
~ tfJlifIJgggg D f-JUJUtmI foff1 iEHffJl~~MIJBjl7t1=
Overseas and Mainland Contacts The Registry always regards contacts with other jurisdictions as
an important means for the department to objectively assess its
standards and performance and to share experiences regarding
the provision and development of services During the year
the Registry received six groups of visitors from outside Hong
Kong inc luding four delegations from Chinese government
departments and a professional institution and two from the
British Virgin Islands and Australia The Registrar of Companies
visited Companies House in the United Kingdom in August
1996 and led a delegation of the Registrys directorate officers
to Beijing from 3 to 6 March 1997 where they visited a number
of government departments and organizations including the
Legislative Commission of the National Peoples Congress the
State Administration for Industry and Commerce and the State
Economic and Trade Commission On 16 and 17 September
1996 the Registrar of Companies attended an international
conference on corporate governance in Kuala Lumpur
organized by the Malaysian Association of the Institute of
Company Secretaries and Administrators where he delivered
a paper
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mmiddot~~m~abullM~m~oo middot w~~~$bullbull~~~bullmiddot
~ P~g middot ~- iJltJtfiJ T 1 ttt P~g plusmntPamp)jij$N~ ~ bull ~ 1r~ sectf [19 11~DK
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bull~bullbullabull~~~~~middot~middot~~ttoobullbull~~~- ft
ft ~A~~ ~T ~~~~ttoobull middot~~-ftft~~~ ~ ~
B~B$~~-i~mA~~~~~ middot -B T -~afiS
~ampbullamiddotsectm~~A$~I~~~middotmiddot~I~fiaW
~~~amp~~bullbull~~~bullmiddot-ftft~ft~+amp+~
Bmiddot~~ttoobullbull~~~T~~~--fi~~~~~-~~
~bullbullbullmiddot~bullbull~~~~~~waampfiaA~mbull~bullmiddot
~~ttoobullbull~~bullbull~~-~ T-mbullfimiddot
The Registrar of Companies giving a souvenir to thank the Deputy Director of the
Hongkong and Macao Affairs Office under the State Council Mr Lii Ping
~ tfJlifIJ jjgfiE Dfti5cpound aU$ lJUffflfJ yenJi$ ~pound j~J tfJ D 8 SfZ 7t1=
16
0
COMPANIES REGISTRY
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fill lE amp lA ff ii 11 1997 9= ~ lll Ut ~T) fi i9Hplusmn- tL tL -t 9=- Jil El LiE middot jtJtz
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~m~~~~o~~middot~fi~~a~~ff~~~ middot ~ffi~R
lJ)~tyenff oJJt91 middot ~fd~Hi9~vf~~J~litJHIJ middot ~illitl
$~mM~9=~~Jbull~bullftl~fi
~ 1H11 i91J ~fitn mtplusmn yen Jt 91 middot vJ~ t~ 0~i 1 ll~mfr~tplusmn ~~$~~~~
~~-~ffi-middotZ~-~-~~~~~MM
~-M~~middotAbullBomiddotM-~~middotmiddotIll$~m
7 3 new bilingual forms for use
i5Jffl~ffftJJ+ =iltPRffiUiampfsect ~~~~~tplusmnM~o~~-B~-tLtL-t9=A
~rJJllYmo
tamp-~ll ili91J~ 290A iU~-~ middot ~liiPJ9=9t~Jt~li5(JJ9=
$-~~~lll~-~~o~-~9=17ltJmiddotII~~~~~Ill
~M~fi~oR9=~-B~~lJ~illmiddotMmiddot~lJ~~z~
~~2~ jtB~~ J ~J 89000 isl~ llJ~~~~~J~fJ~~f-J
~ ifi~-tLfL-tij=~~~+-El~il 47618 isl~llJB
1pound ~ ll1H2 oo ~ rampWi ~ o
9=rJmiddot~middot~~~middot~~Ill~m~~m~lff~~lllamp~A
~H+(~ 1 173 iAt~t~11~ o
Legal officers contributing their professional knowledge
ztdi itCifft) fJiUilJRpound middot Jl fttlJl
Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
~ -=middot --~
~ --) ~
tft-fl _ rn ~~ _
HlaquoAb-Mt oi OI~ IltY II I t t ioiIUk bull otfJ-11
~IIJI middot middotmiddotmiddotbullbullbull A bullbull
need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
~ ~iiiJkyenMiflf
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A~bullbull middot~Mbulln~~bullrn~~~bullbullo~~~~$~yen
m~~R-~I~~mmiddot~middotM~middot~M+~-~go
aa~m~~oobullM~~bullrn~~~~bull~a-fthE~~
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~~~~I= 1Hill middot ~tiJi~~)~~ middot riHtt~rim~
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~$~00~~-middot~~~~~Mbull~middot~bullmiddot~~middotm~
bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull
MI~ middot ~B~a~m~-~~~-~ o ~g~B~li~shy
aa~fiffl~middot~Wfflmiddot~~Wmiddot~-~ 0 ~-~~amp-~
bullbull~~~amp~~~~~bullbull~o~~$~yenm~~R
~~~ ~~~~AO 0~~-s~-~~middot IOoct
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Reports available for public consultation on the overall review of the Companies
Ordinance
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a~ii middot bull~~~~1il~t1J 1o ]bull~~ sectl t~ 0 -fth
~h-t~Jt~~~~~T-ta~~middotplusmnmiddot~~ttfffi~~~
~~bullsectlbullbull~~obull~plusmnbullbull~middotrn~~~lifffi~~middot
~1JM8camp~fffi~ITtIBR~lampifX~~ItfJD 40 o bull~
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~~~~~middotmbull~mJt~~~~~obullbulltM~=
T~~~-~a~middot~bull~bullm~~~m~~~~~o
18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
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~ffl lnjjfj]~~ sect ~ampI~HfiH~Inyenamp~71 ~iJli(~~Hflt B amp~J
~(o
t~ ffl 1plusmntf~i_ gtI In lii~iEHmii= 5z tiyent~ 31ZlJ~ 1plusmnllil ~~~Uti~Jiiliinplusmnrll~illlfflY o55U3 middot Eil~t~31Zsectlt~
~ln~A~~middot~ middot ~~~~ttOO~~Jiiliin~Amiddot~~~
tJ~Mi 1J6J flrtt ~ ~t9~~llil ~~~lJtiiJ JiiliBt middot ~A iiDtt
~a~o1J~amp~middot1plusmnbull~~middot1Mft~t~18M~~
ff+5li~ o JJHI middot t~ ~i1~~ Jtli plusmnl ~ITitrlb amp ~~~~IT ~R
~ middot ~)JIlplusmnUo~A3JZ )~ o
t~wa~~m~Tti~~~middot~middotB~-ftft~~ft~~
ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
~o~ J middotmiddot~~~~~~~In~ampmiddotmiddot middot $~lj]IB~middot
cl ~JHN~~~ fJ lJ~f1~J~t~amp tiL~iln ~~~ ~~ o
-~~M-~t~sectM~~~~~ In $~o~~~31Z6J~M
~~n~Mmiddot~~ttoo~~~n~~~Mmiddot~~~t~nanbull
~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
hl middot ~t~bull middot bull$ampW~M middot ~amp~~ 1J ~m~~~o
ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
~alamp~yenJfi~li B~Iffl i~ middot ~~re~~~~~MaA
t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
Mln~~lj]l~ ~middotmiddot middot ~gMmiddot~middotmiddot~~~~I~~~shy
middotmiddot~oM~In~Mmiddotffl~1plusmn-ft ft A~~6Jm~mo
(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
A1fli~fff flftA~ft]IfFIItfJ~JPjfHJ
~7~ft~mmiddot~~~-MSmiddotmiddot~BM~7~~tt$a
bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln
mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
~~-hiL-t~ iL f~
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20
COMPANIES REGISTRY
0 - li fffi iX
ii- 3m JQ 1) w Ill gtI middot JJI mWJ ~ t~ middot ~ tr middot If~ t~ middot wf1) ii-middot1~~~~-~~~~~~-~~middot~amp~bullm~~~
wtEbull~~wamp~yen~~~~bullJJism~~~~~m
~~mbull~~~n~ middot ~ampmiddot~~~~~~~~mbull~~
mbullmiddot~~~Aplusmnabullo~-~7MM~~m~A~~~~
mampBbull~m~mmiddot~~~~~~~mmiddot~mbull~middot~~shy
hh~~A~~~~mbull~m~bull~m~~M~~ o~~middot
~~mbull~~~~~~~-~~ 0 ~-~~~~~bullm~~
yenamp1)~~~~~mmiddotsect~pound~$~~m~~~-hh~~
hA~M~-~~~m~~~~~mmn~o
~~~m~A~~~~m~~~~--~~m~~~ middot ~bull
~~~~oo~~~JJIffibull~bull~middot~~A~~~~~~
JjJfl~ orJF~JEHHJ~9X~~~~1)~6fill~cl middot ~fl=~ 1 middot ~rJ1)~i~clampl1X)~If~~~cl o
~-~f~~pijf~
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Information Centres home page on the Internet and posters
and flyers available at prominent spots in the Queensway
Government Offices premises and provision of samples of all
specified forms in a booklet and samples of new bilingual forms
in a diskette for sale to interested parties Presentors were helped
to get familiar with and encouraged to adopt the new forms
through their free distribution for several months before the grace
period for using the old forms expired in August 1997
Thereafter the new forms are ava ilable for public sale at the
Government Publications Centre The Registry is now reviewing
all the remaining forms w hich are used to file information w ith
a view to replacing most ofthem w ith bilingual and user-friend ly
forms in 1997-98
In parallel with the commencement of the submission of forms
in Chinese the Registrys computer system for search serv ices
was also modified during the year in order to provide
search functions in Chinese Members of the public
may choose either English or Chinese to conduct their
searches on the company names and document indices
the listed companies directors index and the register of
disqualification orders
The existing CD-ROM service provided by the Registrys
agent on the company names and document indices
allows customers to view the two indices in their own
offices but as the CD-ROM updates are available onlyTesting of the agents new on-line service on company name and document
indices
iiftitifff iIj ftJ E tfl ( ffil Si X fHgf ili~JPfpoundJIU
~middot~~~~~~~~~~~~o~WJmiddot~-~~~M~
~bullbull~bull~bull~oo~~ middot~~~-~~~pijbullre~
~~bull~~~~~~~~~-m~~~-bull~oo~~middot
~~P~~~Jittfflfi~cl o-Ei~ 7~JiH9PR~~~ middot ~Pyen
~~~oo~~~~~bull~oo~~~~middot~~~m~~~
~rlii~LB~~a~n1~poundt~~lf~~cl o~-hhi~h~~ M~~~middot~-~~~F$iB~~~~~~~Imiddot~~BU
all~7tmiddot~~JS~I~m~~~bulla~oo~~o~p~~
-hh~~hA~Mna~~~~~middot~~~m~~~~bull
01)~~yenfpoundt~~lf~ 1) ~g fillamp~f~ cl
every two-weeks this may not be satisfactory for
customers requiring up-to-date information all the time
However an opportunity to improve the CD-ROM service arose
during the year The agent was allowed to work on the transfer
of the data for the CD-ROM service to facilitate the provision
of an on-line search service on these two indices through the
Internet With the proposed on-line service the customers will
have a better service than the CD-ROM service as they will be
able to obtain the daily updated indices as and when required
By the end of 1996-97 the agent was nearly ready for the free
trial of the new on-line service by existing CD-ROM customers
In 1997-98 customers are able to subscribe to this new on-line
service and start viewing the daily updated company names
and document indices in their offices
13
COMPANIES REGISTRY
0 if~ tt fffi JlK
Customer Care Since the Registry became a trading fund department various
facilities have been set up to improve the Registrys relations
with its customers and the latters understanding of the Registrys
services Today customer service remains one of the Registrys
highest priorities With the experience gained over the years
our Customer Services Division has become more and more
thorough in taking care of customers needs Its staff organize
regular visits to major customers to collect their opinions keep
up-to-date the various pamphlets explaining the Registrys
services to customers in easy to read format and organize visits
by local and overseas delegations to the Registry Regular
contact with our customers is also achieved through the forum
of the Companies Registry Customer Liaison Group which
includes representatives of the Hong Kong So c iety of
Accountants the Hong Kong Association of Banks the Hong
Kong Institute of Company Secretaries and the Law Society of
Hong Kong The Group met four times during the year and has
continued to provide an useful vehicle for exchanging ideas
and opinions on the Registrys existing and proposed activities
The contributions of the customer representatives on the Group
both past and current are valuable and always appreciated
The services of the City University of Hong Kong have been
Pamphlets for our customers
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~ middot -~~wbull~~~~~-middot~-~~~~bullmbull
~~ao~~~am~ID~bullbull~~-~~-bullbull~ 0
-~~~~5SMH7~~~~5~B middot ~~-~~~~
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~~ middot tJJH~-ftgfP~~~Ji VJ~nz~~~fi~ffl Hffi-T~pgamp
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~~~~119r~Nisectft~~ft~II9Pt o ~~~r~ Nlpound1~~~ lE_
g~~middot~fi~bullmiddot~~-fi~bullmiddot~~~mwbull~bullamp~
~~ giji ~f~ o ~HEI~~pgflltlffl~J middot tJIHifF~yen1
bullm~amp~-~~~~~-~Ji~~~~~o~bull~~middot
employed to devise and
analyse the Registrys
annual customer service
bull~1~~~Jjjl(FlJ~~shystudy in the second quarter
of 1997 The results will be hh-t~~=~middotiifJ
-~-Jt~~~~~a~~compared to those of last
years survey and reported ~1JD lJ5JfT o bullbullJit~~
to the Customer Liaison i5ftz~~~~i5Ssect
Group Any useful findings t~~ middot ~fiOJ~~~gr~Hillyenamp 0will be taken into account if fQJ~ffl~~~ii~
in formulating plans to bull~mcJ~5~~a~gtiiJ~
improve the Registrys 1JD lJ~ it o
services
We enjoy serving the public
1ff1fltl~mtfnruraquo
14
COMPANIES REGISTRY
i iiJ tt fll JJlE
~ middotnnr~-fftH1t-T-Mtltltt~~~~~91 middot 7S~[J~gtJltttregJ
$~~5M$~~~ampoa-fth~~~~~-t~Ba~
~----~~middot-Rmiddot~W~~~-~J~~~middotM o ~
9~-~~bullbull~$~bullbull~~~-~-~~ITa~bull
~~~~~-~bullmiddot~~m~-~~bullampJ~~ J$
~~1i$~~Jliil~flfigtJlto
~7Wm~~m~~M~-t~~~middotM-fth~~+=~
atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N
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Well done Winners of the Serving the Community departmental Slogan and Christmas Card
Design competitions receiving the prizes from the Registrar of Companies
mJJH- 21rlE tJ9 rn~UJrmN J ~tUifftEHffJiJ T-t2tftt1ftJJ iUf ttt ~ Q] tt flfJ lElEamp f-cpffl~a5
The winning slogan ffj~tfJ~tlJ
Apart from using pamphlets to explain the Registrys
services the Reg istry is looking for other mea ns to
improve communications with its CU$tomers A home
page on the Internet which has been launched in July
1997 will provide more information for easy retrieval by
the public An Interactive Voice Response System is also
being considered in order to provide an efficient and
convenient means of serving the increasing number of
customers who make telephone enquiries
In order to promote the spirit of serving the community
the Registry participated in the Serving the Community
Carnival at Fa Hui Park in December 1996 which
attracted a lot of public interest Within the Registry
competitions in the form of a slogan and Christmas card design
on the theme of serving the community were organized to
stimulate the Registrys staff to think of the best ways to serve
the community better
15
COMPANIES REGISTRY
i WJ li fffi IOE
The Reg istrar of Companies meeting Mr Gong Pei Lian Chief of the
Shenzhen Administrative Bureau for Industry and Commerce
~ tfJlifIJgggg D f-JUJUtmI foff1 iEHffJl~~MIJBjl7t1=
Overseas and Mainland Contacts The Registry always regards contacts with other jurisdictions as
an important means for the department to objectively assess its
standards and performance and to share experiences regarding
the provision and development of services During the year
the Registry received six groups of visitors from outside Hong
Kong inc luding four delegations from Chinese government
departments and a professional institution and two from the
British Virgin Islands and Australia The Registrar of Companies
visited Companies House in the United Kingdom in August
1996 and led a delegation of the Registrys directorate officers
to Beijing from 3 to 6 March 1997 where they visited a number
of government departments and organizations including the
Legislative Commission of the National Peoples Congress the
State Administration for Industry and Commerce and the State
Economic and Trade Commission On 16 and 17 September
1996 the Registrar of Companies attended an international
conference on corporate governance in Kuala Lumpur
organized by the Malaysian Association of the Institute of
Company Secretaries and Administrators where he delivered
a paper
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~ P~g middot ~- iJltJtfiJ T 1 ttt P~g plusmntPamp)jij$N~ ~ bull ~ 1r~ sectf [19 11~DK
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bull~bullbullabull~~~~~middot~middot~~ttoobullbull~~~- ft
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~~~amp~~bullbull~~~bullmiddot-ftft~ft~+amp+~
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The Registrar of Companies giving a souvenir to thank the Deputy Director of the
Hongkong and Macao Affairs Office under the State Council Mr Lii Ping
~ tfJlifIJ jjgfiE Dfti5cpound aU$ lJUffflfJ yenJi$ ~pound j~J tfJ D 8 SfZ 7t1=
16
0
COMPANIES REGISTRY
0 -~ n lffi ~
fill lE amp lA ff ii 11 1997 9= ~ lll Ut ~T) fi i9Hplusmn- tL tL -t 9=- Jil El LiE middot jtJtz
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~m~~~~o~~middot~fi~~a~~ff~~~ middot ~ffi~R
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$~mM~9=~~Jbull~bullftl~fi
~ 1H11 i91J ~fitn mtplusmn yen Jt 91 middot vJ~ t~ 0~i 1 ll~mfr~tplusmn ~~$~~~~
~~-~ffi-middotZ~-~-~~~~~MM
~-M~~middotAbullBomiddotM-~~middotmiddotIll$~m
7 3 new bilingual forms for use
i5Jffl~ffftJJ+ =iltPRffiUiampfsect ~~~~~tplusmnM~o~~-B~-tLtL-t9=A
~rJJllYmo
tamp-~ll ili91J~ 290A iU~-~ middot ~liiPJ9=9t~Jt~li5(JJ9=
$-~~~lll~-~~o~-~9=17ltJmiddotII~~~~~Ill
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~~2~ jtB~~ J ~J 89000 isl~ llJ~~~~~J~fJ~~f-J
~ ifi~-tLfL-tij=~~~+-El~il 47618 isl~llJB
1pound ~ ll1H2 oo ~ rampWi ~ o
9=rJmiddot~middot~~~middot~~Ill~m~~m~lff~~lllamp~A
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Legal officers contributing their professional knowledge
ztdi itCifft) fJiUilJRpound middot Jl fttlJl
Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
~ -=middot --~
~ --) ~
tft-fl _ rn ~~ _
HlaquoAb-Mt oi OI~ IltY II I t t ioiIUk bull otfJ-11
~IIJI middot middotmiddotmiddotbullbullbull A bullbull
need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
~ ~iiiJkyenMiflf
~~$~yenm~~Rbull~bullmmwbullbull~~middot~~~B~
A~bullbull middot~Mbulln~~bullrn~~~bullbullo~~~~$~yen
m~~R-~I~~mmiddot~middotM~middot~M+~-~go
aa~m~~oobullM~~bullrn~~~~bull~a-fthE~~
-ftft-t~raitll~~I11= o ~~aooaaffiJ~I = tHfi~
~-o~~middot~~fimiddotbull~~fimiddotbull~~amp~~a~M~~
~~~~I= 1Hill middot ~tiJi~~)~~ middot riHtt~rim~
2Jt o ttt9~ middot 8tiUoi3t531UfX7tfm~ )g~~a~yen~
~$~00~~-middot~~~~~Mbull~middot~bullmiddot~~middotm~
bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull
MI~ middot ~B~a~m~-~~~-~ o ~g~B~li~shy
aa~fiffl~middot~Wfflmiddot~~Wmiddot~-~ 0 ~-~~amp-~
bullbull~~~amp~~~~~bullbull~o~~$~yenm~~R
~~~ ~~~~AO 0~~-s~-~~middot IOoct
laquo_L middot-middotmiddotmiddot
tt ~~~
Reports available for public consultation on the overall review of the Companies
Ordinance
1fiIEltff~U~tiUffdftJt9fSfJlefU middot iEoi~Jtli1UiiJyenJl
a~ii middot bull~~~~1il~t1J 1o ]bull~~ sectl t~ 0 -fth
~h-t~Jt~~~~~T-ta~~middotplusmnmiddot~~ttfffi~~~
~~bullsectlbullbull~~obull~plusmnbullbull~middotrn~~~lifffi~~middot
~1JM8camp~fffi~ITtIBR~lampifX~~ItfJD 40 o bull~
m~~~tmiddot~~tR~-~mwbullgm~~~~middot~-X
~~~~~middotmbull~mJt~~~~~obullbulltM~=
T~~~-~a~middot~bull~bullm~~~m~~~~~o
18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
-AAIIJtA-tFNkA
~ffl lnjjfj]~~ sect ~ampI~HfiH~Inyenamp~71 ~iJli(~~Hflt B amp~J
~(o
t~ ffl 1plusmntf~i_ gtI In lii~iEHmii= 5z tiyent~ 31ZlJ~ 1plusmnllil ~~~Uti~Jiiliinplusmnrll~illlfflY o55U3 middot Eil~t~31Zsectlt~
~ln~A~~middot~ middot ~~~~ttOO~~Jiiliin~Amiddot~~~
tJ~Mi 1J6J flrtt ~ ~t9~~llil ~~~lJtiiJ JiiliBt middot ~A iiDtt
~a~o1J~amp~middot1plusmnbull~~middot1Mft~t~18M~~
ff+5li~ o JJHI middot t~ ~i1~~ Jtli plusmnl ~ITitrlb amp ~~~~IT ~R
~ middot ~)JIlplusmnUo~A3JZ )~ o
t~wa~~m~Tti~~~middot~middotB~-ftft~~ft~~
ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
~o~ J middotmiddot~~~~~~~In~ampmiddotmiddot middot $~lj]IB~middot
cl ~JHN~~~ fJ lJ~f1~J~t~amp tiL~iln ~~~ ~~ o
-~~M-~t~sectM~~~~~ In $~o~~~31Z6J~M
~~n~Mmiddot~~ttoo~~~n~~~Mmiddot~~~t~nanbull
~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
hl middot ~t~bull middot bull$ampW~M middot ~amp~~ 1J ~m~~~o
ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
~alamp~yenJfi~li B~Iffl i~ middot ~~re~~~~~MaA
t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
Mln~~lj]l~ ~middotmiddot middot ~gMmiddot~middotmiddot~~~~I~~~shy
middotmiddot~oM~In~Mmiddotffl~1plusmn-ft ft A~~6Jm~mo
(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
A1fli~fff flftA~ft]IfFIItfJ~JPjfHJ
~7~ft~mmiddot~~~-MSmiddotmiddot~BM~7~~tt$a
bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln
mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
~~-hiL-t~ iL f~
~M~middot
20
COMPANIES REGISTRY
0 if~ tt fffi JlK
Customer Care Since the Registry became a trading fund department various
facilities have been set up to improve the Registrys relations
with its customers and the latters understanding of the Registrys
services Today customer service remains one of the Registrys
highest priorities With the experience gained over the years
our Customer Services Division has become more and more
thorough in taking care of customers needs Its staff organize
regular visits to major customers to collect their opinions keep
up-to-date the various pamphlets explaining the Registrys
services to customers in easy to read format and organize visits
by local and overseas delegations to the Registry Regular
contact with our customers is also achieved through the forum
of the Companies Registry Customer Liaison Group which
includes representatives of the Hong Kong So c iety of
Accountants the Hong Kong Association of Banks the Hong
Kong Institute of Company Secretaries and the Law Society of
Hong Kong The Group met four times during the year and has
continued to provide an useful vehicle for exchanging ideas
and opinions on the Registrys existing and proposed activities
The contributions of the customer representatives on the Group
both past and current are valuable and always appreciated
The services of the City University of Hong Kong have been
Pamphlets for our customers
~$f5 ifiifliltipNfBTshy
BJSlllli1 middot~~~~-~-~~~~~~SMWmiddot~~-~~m
~ middot -~~wbull~~~~~-middot~-~~~~bullmbull
~~ao~~~am~ID~bullbull~~-~~-bullbull~ 0
-~~~~5SMH7~~~~5~B middot ~~-~~~~
oo ~~~ooo~~~asbull~~T~m~~~~~bull
~~ middot tJJH~-ftgfP~~~Ji VJ~nz~~~fi~ffl Hffi-T~pgamp
~~a~sfl~lf~lttfiOJ~~MfibullrfitHlt~~~a ouHI middot ~
~~~as-m~ l ~1~~ r9 bullSi plusmntJlJiztltgtH~ Ill o bull V~~
~~~~119r~Nisectft~~ft~II9Pt o ~~~r~ Nlpound1~~~ lE_
g~~middot~fi~bullmiddot~~-fi~bullmiddot~~~mwbull~bullamp~
~~ giji ~f~ o ~HEI~~pgflltlffl~J middot tJIHifF~yen1
bullm~amp~-~~~~~-~Ji~~~~~o~bull~~middot
employed to devise and
analyse the Registrys
annual customer service
bull~1~~~Jjjl(FlJ~~shystudy in the second quarter
of 1997 The results will be hh-t~~=~middotiifJ
-~-Jt~~~~~a~~compared to those of last
years survey and reported ~1JD lJ5JfT o bullbullJit~~
to the Customer Liaison i5ftz~~~~i5Ssect
Group Any useful findings t~~ middot ~fiOJ~~~gr~Hillyenamp 0will be taken into account if fQJ~ffl~~~ii~
in formulating plans to bull~mcJ~5~~a~gtiiJ~
improve the Registrys 1JD lJ~ it o
services
We enjoy serving the public
1ff1fltl~mtfnruraquo
14
COMPANIES REGISTRY
i iiJ tt fll JJlE
~ middotnnr~-fftH1t-T-Mtltltt~~~~~91 middot 7S~[J~gtJltttregJ
$~~5M$~~~ampoa-fth~~~~~-t~Ba~
~----~~middot-Rmiddot~W~~~-~J~~~middotM o ~
9~-~~bullbull~$~bullbull~~~-~-~~ITa~bull
~~~~~-~bullmiddot~~m~-~~bullampJ~~ J$
~~1i$~~Jliil~flfigtJlto
~7Wm~~m~~M~-t~~~middotM-fth~~+=~
atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N
~m~bull~o~~-~~e~~fi7C~~~amp~bull~~
~ttbull middot ~~~m~~~B middotampbullli~~~-~~bull~bull
H middot ~tplusmnffWtplusmnilt~ 1~~~~ o
Well done Winners of the Serving the Community departmental Slogan and Christmas Card
Design competitions receiving the prizes from the Registrar of Companies
mJJH- 21rlE tJ9 rn~UJrmN J ~tUifftEHffJiJ T-t2tftt1ftJJ iUf ttt ~ Q] tt flfJ lElEamp f-cpffl~a5
The winning slogan ffj~tfJ~tlJ
Apart from using pamphlets to explain the Registrys
services the Reg istry is looking for other mea ns to
improve communications with its CU$tomers A home
page on the Internet which has been launched in July
1997 will provide more information for easy retrieval by
the public An Interactive Voice Response System is also
being considered in order to provide an efficient and
convenient means of serving the increasing number of
customers who make telephone enquiries
In order to promote the spirit of serving the community
the Registry participated in the Serving the Community
Carnival at Fa Hui Park in December 1996 which
attracted a lot of public interest Within the Registry
competitions in the form of a slogan and Christmas card design
on the theme of serving the community were organized to
stimulate the Registrys staff to think of the best ways to serve
the community better
15
COMPANIES REGISTRY
i WJ li fffi IOE
The Reg istrar of Companies meeting Mr Gong Pei Lian Chief of the
Shenzhen Administrative Bureau for Industry and Commerce
~ tfJlifIJgggg D f-JUJUtmI foff1 iEHffJl~~MIJBjl7t1=
Overseas and Mainland Contacts The Registry always regards contacts with other jurisdictions as
an important means for the department to objectively assess its
standards and performance and to share experiences regarding
the provision and development of services During the year
the Registry received six groups of visitors from outside Hong
Kong inc luding four delegations from Chinese government
departments and a professional institution and two from the
British Virgin Islands and Australia The Registrar of Companies
visited Companies House in the United Kingdom in August
1996 and led a delegation of the Registrys directorate officers
to Beijing from 3 to 6 March 1997 where they visited a number
of government departments and organizations including the
Legislative Commission of the National Peoples Congress the
State Administration for Industry and Commerce and the State
Economic and Trade Commission On 16 and 17 September
1996 the Registrar of Companies attended an international
conference on corporate governance in Kuala Lumpur
organized by the Malaysian Association of the Institute of
Company Secretaries and Administrators where he delivered
a paper
~--~bull~w~~~$bullbull~~Mbullbullmiddot~~bullbull middot ~bull
~~-~-~-~~~~bullffin~~mbull$amp I ~~
mmiddot~~m~abullM~m~oo middot w~~~$bullbull~~~bullmiddot
~ P~g middot ~- iJltJtfiJ T 1 ttt P~g plusmntPamp)jij$N~ ~ bull ~ 1r~ sectf [19 11~DK
~ ~ ~afiM~awbullbullbull~~~~middot~amp~M~~~bull
bull~bullbullabull~~~~~middot~middot~~ttoobullbull~~~- ft
ft ~A~~ ~T ~~~~ttoobull middot~~-ftft~~~ ~ ~
B~B$~~-i~mA~~~~~ middot -B T -~afiS
~ampbullamiddotsectm~~A$~I~~~middotmiddot~I~fiaW
~~~amp~~bullbull~~~bullmiddot-ftft~ft~+amp+~
Bmiddot~~ttoobullbull~~~T~~~--fi~~~~~-~~
~bullbullbullmiddot~bullbull~~~~~~waampfiaA~mbull~bullmiddot
~~ttoobullbull~~bullbull~~-~ T-mbullfimiddot
The Registrar of Companies giving a souvenir to thank the Deputy Director of the
Hongkong and Macao Affairs Office under the State Council Mr Lii Ping
~ tfJlifIJ jjgfiE Dfti5cpound aU$ lJUffflfJ yenJi$ ~pound j~J tfJ D 8 SfZ 7t1=
16
0
COMPANIES REGISTRY
0 -~ n lffi ~
fill lE amp lA ff ii 11 1997 9= ~ lll Ut ~T) fi i9Hplusmn- tL tL -t 9=- Jil El LiE middot jtJtz
-tLtL-t9==~+a~~middot~o~llJ~mMn~~M~$
~~~Bbull~bulln~mbull~~~m~-~~~llttoobullbull
~m~~~~o~~middot~fi~~a~~ff~~~ middot ~ffi~R
lJ)~tyenff oJJt91 middot ~fd~Hi9~vf~~J~litJHIJ middot ~illitl
$~mM~9=~~Jbull~bullftl~fi
~ 1H11 i91J ~fitn mtplusmn yen Jt 91 middot vJ~ t~ 0~i 1 ll~mfr~tplusmn ~~$~~~~
~~-~ffi-middotZ~-~-~~~~~MM
~-M~~middotAbullBomiddotM-~~middotmiddotIll$~m
7 3 new bilingual forms for use
i5Jffl~ffftJJ+ =iltPRffiUiampfsect ~~~~~tplusmnM~o~~-B~-tLtL-t9=A
~rJJllYmo
tamp-~ll ili91J~ 290A iU~-~ middot ~liiPJ9=9t~Jt~li5(JJ9=
$-~~~lll~-~~o~-~9=17ltJmiddotII~~~~~Ill
~M~fi~oR9=~-B~~lJ~illmiddotMmiddot~lJ~~z~
~~2~ jtB~~ J ~J 89000 isl~ llJ~~~~~J~fJ~~f-J
~ ifi~-tLfL-tij=~~~+-El~il 47618 isl~llJB
1pound ~ ll1H2 oo ~ rampWi ~ o
9=rJmiddot~middot~~~middot~~Ill~m~~m~lff~~lllamp~A
~H+(~ 1 173 iAt~t~11~ o
Legal officers contributing their professional knowledge
ztdi itCifft) fJiUilJRpound middot Jl fttlJl
Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
~ -=middot --~
~ --) ~
tft-fl _ rn ~~ _
HlaquoAb-Mt oi OI~ IltY II I t t ioiIUk bull otfJ-11
~IIJI middot middotmiddotmiddotbullbullbull A bullbull
need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
~ ~iiiJkyenMiflf
~~$~yenm~~Rbull~bullmmwbullbull~~middot~~~B~
A~bullbull middot~Mbulln~~bullrn~~~bullbullo~~~~$~yen
m~~R-~I~~mmiddot~middotM~middot~M+~-~go
aa~m~~oobullM~~bullrn~~~~bull~a-fthE~~
-ftft-t~raitll~~I11= o ~~aooaaffiJ~I = tHfi~
~-o~~middot~~fimiddotbull~~fimiddotbull~~amp~~a~M~~
~~~~I= 1Hill middot ~tiJi~~)~~ middot riHtt~rim~
2Jt o ttt9~ middot 8tiUoi3t531UfX7tfm~ )g~~a~yen~
~$~00~~-middot~~~~~Mbull~middot~bullmiddot~~middotm~
bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull
MI~ middot ~B~a~m~-~~~-~ o ~g~B~li~shy
aa~fiffl~middot~Wfflmiddot~~Wmiddot~-~ 0 ~-~~amp-~
bullbull~~~amp~~~~~bullbull~o~~$~yenm~~R
~~~ ~~~~AO 0~~-s~-~~middot IOoct
laquo_L middot-middotmiddotmiddot
tt ~~~
Reports available for public consultation on the overall review of the Companies
Ordinance
1fiIEltff~U~tiUffdftJt9fSfJlefU middot iEoi~Jtli1UiiJyenJl
a~ii middot bull~~~~1il~t1J 1o ]bull~~ sectl t~ 0 -fth
~h-t~Jt~~~~~T-ta~~middotplusmnmiddot~~ttfffi~~~
~~bullsectlbullbull~~obull~plusmnbullbull~middotrn~~~lifffi~~middot
~1JM8camp~fffi~ITtIBR~lampifX~~ItfJD 40 o bull~
m~~~tmiddot~~tR~-~mwbullgm~~~~middot~-X
~~~~~middotmbull~mJt~~~~~obullbulltM~=
T~~~-~a~middot~bull~bullm~~~m~~~~~o
18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
-AAIIJtA-tFNkA
~ffl lnjjfj]~~ sect ~ampI~HfiH~Inyenamp~71 ~iJli(~~Hflt B amp~J
~(o
t~ ffl 1plusmntf~i_ gtI In lii~iEHmii= 5z tiyent~ 31ZlJ~ 1plusmnllil ~~~Uti~Jiiliinplusmnrll~illlfflY o55U3 middot Eil~t~31Zsectlt~
~ln~A~~middot~ middot ~~~~ttOO~~Jiiliin~Amiddot~~~
tJ~Mi 1J6J flrtt ~ ~t9~~llil ~~~lJtiiJ JiiliBt middot ~A iiDtt
~a~o1J~amp~middot1plusmnbull~~middot1Mft~t~18M~~
ff+5li~ o JJHI middot t~ ~i1~~ Jtli plusmnl ~ITitrlb amp ~~~~IT ~R
~ middot ~)JIlplusmnUo~A3JZ )~ o
t~wa~~m~Tti~~~middot~middotB~-ftft~~ft~~
ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
~o~ J middotmiddot~~~~~~~In~ampmiddotmiddot middot $~lj]IB~middot
cl ~JHN~~~ fJ lJ~f1~J~t~amp tiL~iln ~~~ ~~ o
-~~M-~t~sectM~~~~~ In $~o~~~31Z6J~M
~~n~Mmiddot~~ttoo~~~n~~~Mmiddot~~~t~nanbull
~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
hl middot ~t~bull middot bull$ampW~M middot ~amp~~ 1J ~m~~~o
ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
~alamp~yenJfi~li B~Iffl i~ middot ~~re~~~~~MaA
t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
Mln~~lj]l~ ~middotmiddot middot ~gMmiddot~middotmiddot~~~~I~~~shy
middotmiddot~oM~In~Mmiddotffl~1plusmn-ft ft A~~6Jm~mo
(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
A1fli~fff flftA~ft]IfFIItfJ~JPjfHJ
~7~ft~mmiddot~~~-MSmiddotmiddot~BM~7~~tt$a
bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln
mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
~~-hiL-t~ iL f~
~M~middot
20
COMPANIES REGISTRY
i iiJ tt fll JJlE
~ middotnnr~-fftH1t-T-Mtltltt~~~~~91 middot 7S~[J~gtJltttregJ
$~~5M$~~~ampoa-fth~~~~~-t~Ba~
~----~~middot-Rmiddot~W~~~-~J~~~middotM o ~
9~-~~bullbull~$~bullbull~~~-~-~~ITa~bull
~~~~~-~bullmiddot~~m~-~~bullampJ~~ J$
~~1i$~~Jliil~flfigtJlto
~7Wm~~m~~M~-t~~~middotM-fth~~+=~
atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N
~m~bull~o~~-~~e~~fi7C~~~amp~bull~~
~ttbull middot ~~~m~~~B middotampbullli~~~-~~bull~bull
H middot ~tplusmnffWtplusmnilt~ 1~~~~ o
Well done Winners of the Serving the Community departmental Slogan and Christmas Card
Design competitions receiving the prizes from the Registrar of Companies
mJJH- 21rlE tJ9 rn~UJrmN J ~tUifftEHffJiJ T-t2tftt1ftJJ iUf ttt ~ Q] tt flfJ lElEamp f-cpffl~a5
The winning slogan ffj~tfJ~tlJ
Apart from using pamphlets to explain the Registrys
services the Reg istry is looking for other mea ns to
improve communications with its CU$tomers A home
page on the Internet which has been launched in July
1997 will provide more information for easy retrieval by
the public An Interactive Voice Response System is also
being considered in order to provide an efficient and
convenient means of serving the increasing number of
customers who make telephone enquiries
In order to promote the spirit of serving the community
the Registry participated in the Serving the Community
Carnival at Fa Hui Park in December 1996 which
attracted a lot of public interest Within the Registry
competitions in the form of a slogan and Christmas card design
on the theme of serving the community were organized to
stimulate the Registrys staff to think of the best ways to serve
the community better
15
COMPANIES REGISTRY
i WJ li fffi IOE
The Reg istrar of Companies meeting Mr Gong Pei Lian Chief of the
Shenzhen Administrative Bureau for Industry and Commerce
~ tfJlifIJgggg D f-JUJUtmI foff1 iEHffJl~~MIJBjl7t1=
Overseas and Mainland Contacts The Registry always regards contacts with other jurisdictions as
an important means for the department to objectively assess its
standards and performance and to share experiences regarding
the provision and development of services During the year
the Registry received six groups of visitors from outside Hong
Kong inc luding four delegations from Chinese government
departments and a professional institution and two from the
British Virgin Islands and Australia The Registrar of Companies
visited Companies House in the United Kingdom in August
1996 and led a delegation of the Registrys directorate officers
to Beijing from 3 to 6 March 1997 where they visited a number
of government departments and organizations including the
Legislative Commission of the National Peoples Congress the
State Administration for Industry and Commerce and the State
Economic and Trade Commission On 16 and 17 September
1996 the Registrar of Companies attended an international
conference on corporate governance in Kuala Lumpur
organized by the Malaysian Association of the Institute of
Company Secretaries and Administrators where he delivered
a paper
~--~bull~w~~~$bullbull~~Mbullbullmiddot~~bullbull middot ~bull
~~-~-~-~~~~bullffin~~mbull$amp I ~~
mmiddot~~m~abullM~m~oo middot w~~~$bullbull~~~bullmiddot
~ P~g middot ~- iJltJtfiJ T 1 ttt P~g plusmntPamp)jij$N~ ~ bull ~ 1r~ sectf [19 11~DK
~ ~ ~afiM~awbullbullbull~~~~middot~amp~M~~~bull
bull~bullbullabull~~~~~middot~middot~~ttoobullbull~~~- ft
ft ~A~~ ~T ~~~~ttoobull middot~~-ftft~~~ ~ ~
B~B$~~-i~mA~~~~~ middot -B T -~afiS
~ampbullamiddotsectm~~A$~I~~~middotmiddot~I~fiaW
~~~amp~~bullbull~~~bullmiddot-ftft~ft~+amp+~
Bmiddot~~ttoobullbull~~~T~~~--fi~~~~~-~~
~bullbullbullmiddot~bullbull~~~~~~waampfiaA~mbull~bullmiddot
~~ttoobullbull~~bullbull~~-~ T-mbullfimiddot
The Registrar of Companies giving a souvenir to thank the Deputy Director of the
Hongkong and Macao Affairs Office under the State Council Mr Lii Ping
~ tfJlifIJ jjgfiE Dfti5cpound aU$ lJUffflfJ yenJi$ ~pound j~J tfJ D 8 SfZ 7t1=
16
0
COMPANIES REGISTRY
0 -~ n lffi ~
fill lE amp lA ff ii 11 1997 9= ~ lll Ut ~T) fi i9Hplusmn- tL tL -t 9=- Jil El LiE middot jtJtz
-tLtL-t9==~+a~~middot~o~llJ~mMn~~M~$
~~~Bbull~bulln~mbull~~~m~-~~~llttoobullbull
~m~~~~o~~middot~fi~~a~~ff~~~ middot ~ffi~R
lJ)~tyenff oJJt91 middot ~fd~Hi9~vf~~J~litJHIJ middot ~illitl
$~mM~9=~~Jbull~bullftl~fi
~ 1H11 i91J ~fitn mtplusmn yen Jt 91 middot vJ~ t~ 0~i 1 ll~mfr~tplusmn ~~$~~~~
~~-~ffi-middotZ~-~-~~~~~MM
~-M~~middotAbullBomiddotM-~~middotmiddotIll$~m
7 3 new bilingual forms for use
i5Jffl~ffftJJ+ =iltPRffiUiampfsect ~~~~~tplusmnM~o~~-B~-tLtL-t9=A
~rJJllYmo
tamp-~ll ili91J~ 290A iU~-~ middot ~liiPJ9=9t~Jt~li5(JJ9=
$-~~~lll~-~~o~-~9=17ltJmiddotII~~~~~Ill
~M~fi~oR9=~-B~~lJ~illmiddotMmiddot~lJ~~z~
~~2~ jtB~~ J ~J 89000 isl~ llJ~~~~~J~fJ~~f-J
~ ifi~-tLfL-tij=~~~+-El~il 47618 isl~llJB
1pound ~ ll1H2 oo ~ rampWi ~ o
9=rJmiddot~middot~~~middot~~Ill~m~~m~lff~~lllamp~A
~H+(~ 1 173 iAt~t~11~ o
Legal officers contributing their professional knowledge
ztdi itCifft) fJiUilJRpound middot Jl fttlJl
Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
~ -=middot --~
~ --) ~
tft-fl _ rn ~~ _
HlaquoAb-Mt oi OI~ IltY II I t t ioiIUk bull otfJ-11
~IIJI middot middotmiddotmiddotbullbullbull A bullbull
need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
~ ~iiiJkyenMiflf
~~$~yenm~~Rbull~bullmmwbullbull~~middot~~~B~
A~bullbull middot~Mbulln~~bullrn~~~bullbullo~~~~$~yen
m~~R-~I~~mmiddot~middotM~middot~M+~-~go
aa~m~~oobullM~~bullrn~~~~bull~a-fthE~~
-ftft-t~raitll~~I11= o ~~aooaaffiJ~I = tHfi~
~-o~~middot~~fimiddotbull~~fimiddotbull~~amp~~a~M~~
~~~~I= 1Hill middot ~tiJi~~)~~ middot riHtt~rim~
2Jt o ttt9~ middot 8tiUoi3t531UfX7tfm~ )g~~a~yen~
~$~00~~-middot~~~~~Mbull~middot~bullmiddot~~middotm~
bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull
MI~ middot ~B~a~m~-~~~-~ o ~g~B~li~shy
aa~fiffl~middot~Wfflmiddot~~Wmiddot~-~ 0 ~-~~amp-~
bullbull~~~amp~~~~~bullbull~o~~$~yenm~~R
~~~ ~~~~AO 0~~-s~-~~middot IOoct
laquo_L middot-middotmiddotmiddot
tt ~~~
Reports available for public consultation on the overall review of the Companies
Ordinance
1fiIEltff~U~tiUffdftJt9fSfJlefU middot iEoi~Jtli1UiiJyenJl
a~ii middot bull~~~~1il~t1J 1o ]bull~~ sectl t~ 0 -fth
~h-t~Jt~~~~~T-ta~~middotplusmnmiddot~~ttfffi~~~
~~bullsectlbullbull~~obull~plusmnbullbull~middotrn~~~lifffi~~middot
~1JM8camp~fffi~ITtIBR~lampifX~~ItfJD 40 o bull~
m~~~tmiddot~~tR~-~mwbullgm~~~~middot~-X
~~~~~middotmbull~mJt~~~~~obullbulltM~=
T~~~-~a~middot~bull~bullm~~~m~~~~~o
18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
-AAIIJtA-tFNkA
~ffl lnjjfj]~~ sect ~ampI~HfiH~Inyenamp~71 ~iJli(~~Hflt B amp~J
~(o
t~ ffl 1plusmntf~i_ gtI In lii~iEHmii= 5z tiyent~ 31ZlJ~ 1plusmnllil ~~~Uti~Jiiliinplusmnrll~illlfflY o55U3 middot Eil~t~31Zsectlt~
~ln~A~~middot~ middot ~~~~ttOO~~Jiiliin~Amiddot~~~
tJ~Mi 1J6J flrtt ~ ~t9~~llil ~~~lJtiiJ JiiliBt middot ~A iiDtt
~a~o1J~amp~middot1plusmnbull~~middot1Mft~t~18M~~
ff+5li~ o JJHI middot t~ ~i1~~ Jtli plusmnl ~ITitrlb amp ~~~~IT ~R
~ middot ~)JIlplusmnUo~A3JZ )~ o
t~wa~~m~Tti~~~middot~middotB~-ftft~~ft~~
ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
~o~ J middotmiddot~~~~~~~In~ampmiddotmiddot middot $~lj]IB~middot
cl ~JHN~~~ fJ lJ~f1~J~t~amp tiL~iln ~~~ ~~ o
-~~M-~t~sectM~~~~~ In $~o~~~31Z6J~M
~~n~Mmiddot~~ttoo~~~n~~~Mmiddot~~~t~nanbull
~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
hl middot ~t~bull middot bull$ampW~M middot ~amp~~ 1J ~m~~~o
ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
~alamp~yenJfi~li B~Iffl i~ middot ~~re~~~~~MaA
t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
Mln~~lj]l~ ~middotmiddot middot ~gMmiddot~middotmiddot~~~~I~~~shy
middotmiddot~oM~In~Mmiddotffl~1plusmn-ft ft A~~6Jm~mo
(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
A1fli~fff flftA~ft]IfFIItfJ~JPjfHJ
~7~ft~mmiddot~~~-MSmiddotmiddot~BM~7~~tt$a
bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln
mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
~~-hiL-t~ iL f~
~M~middot
20
COMPANIES REGISTRY
i WJ li fffi IOE
The Reg istrar of Companies meeting Mr Gong Pei Lian Chief of the
Shenzhen Administrative Bureau for Industry and Commerce
~ tfJlifIJgggg D f-JUJUtmI foff1 iEHffJl~~MIJBjl7t1=
Overseas and Mainland Contacts The Registry always regards contacts with other jurisdictions as
an important means for the department to objectively assess its
standards and performance and to share experiences regarding
the provision and development of services During the year
the Registry received six groups of visitors from outside Hong
Kong inc luding four delegations from Chinese government
departments and a professional institution and two from the
British Virgin Islands and Australia The Registrar of Companies
visited Companies House in the United Kingdom in August
1996 and led a delegation of the Registrys directorate officers
to Beijing from 3 to 6 March 1997 where they visited a number
of government departments and organizations including the
Legislative Commission of the National Peoples Congress the
State Administration for Industry and Commerce and the State
Economic and Trade Commission On 16 and 17 September
1996 the Registrar of Companies attended an international
conference on corporate governance in Kuala Lumpur
organized by the Malaysian Association of the Institute of
Company Secretaries and Administrators where he delivered
a paper
~--~bull~w~~~$bullbull~~Mbullbullmiddot~~bullbull middot ~bull
~~-~-~-~~~~bullffin~~mbull$amp I ~~
mmiddot~~m~abullM~m~oo middot w~~~$bullbull~~~bullmiddot
~ P~g middot ~- iJltJtfiJ T 1 ttt P~g plusmntPamp)jij$N~ ~ bull ~ 1r~ sectf [19 11~DK
~ ~ ~afiM~awbullbullbull~~~~middot~amp~M~~~bull
bull~bullbullabull~~~~~middot~middot~~ttoobullbull~~~- ft
ft ~A~~ ~T ~~~~ttoobull middot~~-ftft~~~ ~ ~
B~B$~~-i~mA~~~~~ middot -B T -~afiS
~ampbullamiddotsectm~~A$~I~~~middotmiddot~I~fiaW
~~~amp~~bullbull~~~bullmiddot-ftft~ft~+amp+~
Bmiddot~~ttoobullbull~~~T~~~--fi~~~~~-~~
~bullbullbullmiddot~bullbull~~~~~~waampfiaA~mbull~bullmiddot
~~ttoobullbull~~bullbull~~-~ T-mbullfimiddot
The Registrar of Companies giving a souvenir to thank the Deputy Director of the
Hongkong and Macao Affairs Office under the State Council Mr Lii Ping
~ tfJlifIJ jjgfiE Dfti5cpound aU$ lJUffflfJ yenJi$ ~pound j~J tfJ D 8 SfZ 7t1=
16
0
COMPANIES REGISTRY
0 -~ n lffi ~
fill lE amp lA ff ii 11 1997 9= ~ lll Ut ~T) fi i9Hplusmn- tL tL -t 9=- Jil El LiE middot jtJtz
-tLtL-t9==~+a~~middot~o~llJ~mMn~~M~$
~~~Bbull~bulln~mbull~~~m~-~~~llttoobullbull
~m~~~~o~~middot~fi~~a~~ff~~~ middot ~ffi~R
lJ)~tyenff oJJt91 middot ~fd~Hi9~vf~~J~litJHIJ middot ~illitl
$~mM~9=~~Jbull~bullftl~fi
~ 1H11 i91J ~fitn mtplusmn yen Jt 91 middot vJ~ t~ 0~i 1 ll~mfr~tplusmn ~~$~~~~
~~-~ffi-middotZ~-~-~~~~~MM
~-M~~middotAbullBomiddotM-~~middotmiddotIll$~m
7 3 new bilingual forms for use
i5Jffl~ffftJJ+ =iltPRffiUiampfsect ~~~~~tplusmnM~o~~-B~-tLtL-t9=A
~rJJllYmo
tamp-~ll ili91J~ 290A iU~-~ middot ~liiPJ9=9t~Jt~li5(JJ9=
$-~~~lll~-~~o~-~9=17ltJmiddotII~~~~~Ill
~M~fi~oR9=~-B~~lJ~illmiddotMmiddot~lJ~~z~
~~2~ jtB~~ J ~J 89000 isl~ llJ~~~~~J~fJ~~f-J
~ ifi~-tLfL-tij=~~~+-El~il 47618 isl~llJB
1pound ~ ll1H2 oo ~ rampWi ~ o
9=rJmiddot~middot~~~middot~~Ill~m~~m~lff~~lllamp~A
~H+(~ 1 173 iAt~t~11~ o
Legal officers contributing their professional knowledge
ztdi itCifft) fJiUilJRpound middot Jl fttlJl
Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
~ -=middot --~
~ --) ~
tft-fl _ rn ~~ _
HlaquoAb-Mt oi OI~ IltY II I t t ioiIUk bull otfJ-11
~IIJI middot middotmiddotmiddotbullbullbull A bullbull
need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
~ ~iiiJkyenMiflf
~~$~yenm~~Rbull~bullmmwbullbull~~middot~~~B~
A~bullbull middot~Mbulln~~bullrn~~~bullbullo~~~~$~yen
m~~R-~I~~mmiddot~middotM~middot~M+~-~go
aa~m~~oobullM~~bullrn~~~~bull~a-fthE~~
-ftft-t~raitll~~I11= o ~~aooaaffiJ~I = tHfi~
~-o~~middot~~fimiddotbull~~fimiddotbull~~amp~~a~M~~
~~~~I= 1Hill middot ~tiJi~~)~~ middot riHtt~rim~
2Jt o ttt9~ middot 8tiUoi3t531UfX7tfm~ )g~~a~yen~
~$~00~~-middot~~~~~Mbull~middot~bullmiddot~~middotm~
bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull
MI~ middot ~B~a~m~-~~~-~ o ~g~B~li~shy
aa~fiffl~middot~Wfflmiddot~~Wmiddot~-~ 0 ~-~~amp-~
bullbull~~~amp~~~~~bullbull~o~~$~yenm~~R
~~~ ~~~~AO 0~~-s~-~~middot IOoct
laquo_L middot-middotmiddotmiddot
tt ~~~
Reports available for public consultation on the overall review of the Companies
Ordinance
1fiIEltff~U~tiUffdftJt9fSfJlefU middot iEoi~Jtli1UiiJyenJl
a~ii middot bull~~~~1il~t1J 1o ]bull~~ sectl t~ 0 -fth
~h-t~Jt~~~~~T-ta~~middotplusmnmiddot~~ttfffi~~~
~~bullsectlbullbull~~obull~plusmnbullbull~middotrn~~~lifffi~~middot
~1JM8camp~fffi~ITtIBR~lampifX~~ItfJD 40 o bull~
m~~~tmiddot~~tR~-~mwbullgm~~~~middot~-X
~~~~~middotmbull~mJt~~~~~obullbulltM~=
T~~~-~a~middot~bull~bullm~~~m~~~~~o
18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
-AAIIJtA-tFNkA
~ffl lnjjfj]~~ sect ~ampI~HfiH~Inyenamp~71 ~iJli(~~Hflt B amp~J
~(o
t~ ffl 1plusmntf~i_ gtI In lii~iEHmii= 5z tiyent~ 31ZlJ~ 1plusmnllil ~~~Uti~Jiiliinplusmnrll~illlfflY o55U3 middot Eil~t~31Zsectlt~
~ln~A~~middot~ middot ~~~~ttOO~~Jiiliin~Amiddot~~~
tJ~Mi 1J6J flrtt ~ ~t9~~llil ~~~lJtiiJ JiiliBt middot ~A iiDtt
~a~o1J~amp~middot1plusmnbull~~middot1Mft~t~18M~~
ff+5li~ o JJHI middot t~ ~i1~~ Jtli plusmnl ~ITitrlb amp ~~~~IT ~R
~ middot ~)JIlplusmnUo~A3JZ )~ o
t~wa~~m~Tti~~~middot~middotB~-ftft~~ft~~
ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
~o~ J middotmiddot~~~~~~~In~ampmiddotmiddot middot $~lj]IB~middot
cl ~JHN~~~ fJ lJ~f1~J~t~amp tiL~iln ~~~ ~~ o
-~~M-~t~sectM~~~~~ In $~o~~~31Z6J~M
~~n~Mmiddot~~ttoo~~~n~~~Mmiddot~~~t~nanbull
~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
hl middot ~t~bull middot bull$ampW~M middot ~amp~~ 1J ~m~~~o
ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
~alamp~yenJfi~li B~Iffl i~ middot ~~re~~~~~MaA
t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
Mln~~lj]l~ ~middotmiddot middot ~gMmiddot~middotmiddot~~~~I~~~shy
middotmiddot~oM~In~Mmiddotffl~1plusmn-ft ft A~~6Jm~mo
(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
A1fli~fff flftA~ft]IfFIItfJ~JPjfHJ
~7~ft~mmiddot~~~-MSmiddotmiddot~BM~7~~tt$a
bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln
mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
~~-hiL-t~ iL f~
~M~middot
20
0
COMPANIES REGISTRY
0 -~ n lffi ~
fill lE amp lA ff ii 11 1997 9= ~ lll Ut ~T) fi i9Hplusmn- tL tL -t 9=- Jil El LiE middot jtJtz
-tLtL-t9==~+a~~middot~o~llJ~mMn~~M~$
~~~Bbull~bulln~mbull~~~m~-~~~llttoobullbull
~m~~~~o~~middot~fi~~a~~ff~~~ middot ~ffi~R
lJ)~tyenff oJJt91 middot ~fd~Hi9~vf~~J~litJHIJ middot ~illitl
$~mM~9=~~Jbull~bullftl~fi
~ 1H11 i91J ~fitn mtplusmn yen Jt 91 middot vJ~ t~ 0~i 1 ll~mfr~tplusmn ~~$~~~~
~~-~ffi-middotZ~-~-~~~~~MM
~-M~~middotAbullBomiddotM-~~middotmiddotIll$~m
7 3 new bilingual forms for use
i5Jffl~ffftJJ+ =iltPRffiUiampfsect ~~~~~tplusmnM~o~~-B~-tLtL-t9=A
~rJJllYmo
tamp-~ll ili91J~ 290A iU~-~ middot ~liiPJ9=9t~Jt~li5(JJ9=
$-~~~lll~-~~o~-~9=17ltJmiddotII~~~~~Ill
~M~fi~oR9=~-B~~lJ~illmiddotMmiddot~lJ~~z~
~~2~ jtB~~ J ~J 89000 isl~ llJ~~~~~J~fJ~~f-J
~ ifi~-tLfL-tij=~~~+-El~il 47618 isl~llJB
1pound ~ ll1H2 oo ~ rampWi ~ o
9=rJmiddot~middot~~~middot~~Ill~m~~m~lff~~lllamp~A
~H+(~ 1 173 iAt~t~11~ o
Legal officers contributing their professional knowledge
ztdi itCifft) fJiUilJRpound middot Jl fttlJl
Legislation and Enforcement
The Companies (Amendment) Ordinance 1997 was enacted
on 8 January 1997 and came into operation on 10 February
1997 This ordinance de-regulated most of the statutory forms
prescribed under the Companies Ordinance w hich became
forms specified by the Registrar of Companies and as such
any subsequent changes do not
~ -=middot --~
~ --) ~
tft-fl _ rn ~~ _
HlaquoAb-Mt oi OI~ IltY II I t t ioiIUk bull otfJ-11
~IIJI middot middotmiddotmiddotbullbullbull A bullbull
need to go through the legal
process In addition the
ordinance also abolished
the ultra vires rul e thereby
reliev ing compan ies of the
need to state lengthy objects
clauses in their memoranda
Apart from giving adv i ce on
amendments to the va rious ordinances
administered by the Companies Registry
during the year the Lega l Services
Division also reviewed the format of all summonses issued by
the judiciary Bilingual summons forms are to be introduced
and will be incorporated into the computerized Case and
Summons Management System (Caseman) of the judiciary After
interfacing the Registrys computerized system w ith the
Caseman system the department will be able to input all
required data directly and upon verification the judiciary will
be able to issue summonses immediately This system has been
implemented in August 1997
Striking off action under section 290A of the Companies
Ordinance in respect of those companies which had not filed
annual returns for two or more consecutive years continued
throughout the year Over three quarters of the companies
database has now been examined and almost 89000 companies
have been identified for striking off By 31 March 1997 47618
companies had been struck off the Register
During the year a total of 173 prosecutions were instituted
against companies and their office bearers for failure to comply
with their obligations under the Companies Ordinance
17
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
~ ~iiiJkyenMiflf
~~$~yenm~~Rbull~bullmmwbullbull~~middot~~~B~
A~bullbull middot~Mbulln~~bullrn~~~bullbullo~~~~$~yen
m~~R-~I~~mmiddot~middotM~middot~M+~-~go
aa~m~~oobullM~~bullrn~~~~bull~a-fthE~~
-ftft-t~raitll~~I11= o ~~aooaaffiJ~I = tHfi~
~-o~~middot~~fimiddotbull~~fimiddotbull~~amp~~a~M~~
~~~~I= 1Hill middot ~tiJi~~)~~ middot riHtt~rim~
2Jt o ttt9~ middot 8tiUoi3t531UfX7tfm~ )g~~a~yen~
~$~00~~-middot~~~~~Mbull~middot~bullmiddot~~middotm~
bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull
MI~ middot ~B~a~m~-~~~-~ o ~g~B~li~shy
aa~fiffl~middot~Wfflmiddot~~Wmiddot~-~ 0 ~-~~amp-~
bullbull~~~amp~~~~~bullbull~o~~$~yenm~~R
~~~ ~~~~AO 0~~-s~-~~middot IOoct
laquo_L middot-middotmiddotmiddot
tt ~~~
Reports available for public consultation on the overall review of the Companies
Ordinance
1fiIEltff~U~tiUffdftJt9fSfJlefU middot iEoi~Jtli1UiiJyenJl
a~ii middot bull~~~~1il~t1J 1o ]bull~~ sectl t~ 0 -fth
~h-t~Jt~~~~~T-ta~~middotplusmnmiddot~~ttfffi~~~
~~bullsectlbullbull~~obull~plusmnbullbull~middotrn~~~lifffi~~middot
~1JM8camp~fffi~ITtIBR~lampifX~~ItfJD 40 o bull~
m~~~tmiddot~~tR~-~mwbullgm~~~~middot~-X
~~~~~middotmbull~mJt~~~~~obullbulltM~=
T~~~-~a~middot~bull~bullm~~~m~~~~~o
18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
-AAIIJtA-tFNkA
~ffl lnjjfj]~~ sect ~ampI~HfiH~Inyenamp~71 ~iJli(~~Hflt B amp~J
~(o
t~ ffl 1plusmntf~i_ gtI In lii~iEHmii= 5z tiyent~ 31ZlJ~ 1plusmnllil ~~~Uti~Jiiliinplusmnrll~illlfflY o55U3 middot Eil~t~31Zsectlt~
~ln~A~~middot~ middot ~~~~ttOO~~Jiiliin~Amiddot~~~
tJ~Mi 1J6J flrtt ~ ~t9~~llil ~~~lJtiiJ JiiliBt middot ~A iiDtt
~a~o1J~amp~middot1plusmnbull~~middot1Mft~t~18M~~
ff+5li~ o JJHI middot t~ ~i1~~ Jtli plusmnl ~ITitrlb amp ~~~~IT ~R
~ middot ~)JIlplusmnUo~A3JZ )~ o
t~wa~~m~Tti~~~middot~middotB~-ftft~~ft~~
ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
~o~ J middotmiddot~~~~~~~In~ampmiddotmiddot middot $~lj]IB~middot
cl ~JHN~~~ fJ lJ~f1~J~t~amp tiL~iln ~~~ ~~ o
-~~M-~t~sectM~~~~~ In $~o~~~31Z6J~M
~~n~Mmiddot~~ttoo~~~n~~~Mmiddot~~~t~nanbull
~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
hl middot ~t~bull middot bull$ampW~M middot ~amp~~ 1J ~m~~~o
ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
~alamp~yenJfi~li B~Iffl i~ middot ~~re~~~~~MaA
t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
Mln~~lj]l~ ~middotmiddot middot ~gMmiddot~middotmiddot~~~~I~~~shy
middotmiddot~oM~In~Mmiddotffl~1plusmn-ft ft A~~6Jm~mo
(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
A1fli~fff flftA~ft]IfFIItfJ~JPjfHJ
~7~ft~mmiddot~~~-MSmiddotmiddot~BM~7~~tt$a
bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln
mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
~~-hiL-t~ iL f~
~M~middot
20
COMPANIES REGISTRY
0 lt) ti fffi liE
Standing Committee on Company Law Reform
The Reg istry provides the secretariat serv ices for the Standing
Committee on Company Law Reform (SCCLR) w hich met 8
times during the year to cons ider a wide range of proposals to
amend the Companies Ordinance Full detail s of the SCCLRs
work can be found in the Committees 13th Annual Report
The Registra r of Companies parti cipated as a Working Group
member in the overall review of the Companies Ordinance
which was initiated by the Govern ment and undertaken by a
consu ltant from 1995 to 1997 Working parti es comprising
rep rese ntatives of the business commu nity law and
accountancy firms academics and the relevant Government
departments were set up to advise the consu ltant on var ious
aspects of Hong Kong company law In add ition the consultant
drew on the considerab le experience regarding company law
reform in other jurisdictions such as Australi a Canada the
United Kingdom New Zea land Singapore and South Afr ica
At the end of March 1997 the consu ltant completed the review
and submitted a Consultancy Report to the Government The
Report was launched for public consultation at a press
conference on 1 May and cop ies of the Report and an
Executive Summary in both English and Chinese are
available from the Registry The SCCLR is now considering
the recommendations of the Report The per iod of pub ic
consultation w ill last unti 31 December 1997
Finance
This was th e first year that the Registry was able to meet its
target rate of return which was set at 10 The surplus for the
financial year 1996-97 reached a record high of $67 million
largely due to the significant increase in the number of company
incorporations Revenue from the Registrys core business such
as incorporations registration of documents and searches was
40 hi gher than th e past year The Re gist ry also kept
expenditure under tight contro l and the slight increase in
expenditure refl ected the effect of general inflat ion with no
signifi cant in c rease in resources About $20 milli on
representin g 30 of profit after taxation w ill be payab le to
~ ~iiiJkyenMiflf
~~$~yenm~~Rbull~bullmmwbullbull~~middot~~~B~
A~bullbull middot~Mbulln~~bullrn~~~bullbullo~~~~$~yen
m~~R-~I~~mmiddot~middotM~middot~M+~-~go
aa~m~~oobullM~~bullrn~~~~bull~a-fthE~~
-ftft-t~raitll~~I11= o ~~aooaaffiJ~I = tHfi~
~-o~~middot~~fimiddotbull~~fimiddotbull~~amp~~a~M~~
~~~~I= 1Hill middot ~tiJi~~)~~ middot riHtt~rim~
2Jt o ttt9~ middot 8tiUoi3t531UfX7tfm~ )g~~a~yen~
~$~00~~-middot~~~~~Mbull~middot~bullmiddot~~middotm~
bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull
MI~ middot ~B~a~m~-~~~-~ o ~g~B~li~shy
aa~fiffl~middot~Wfflmiddot~~Wmiddot~-~ 0 ~-~~amp-~
bullbull~~~amp~~~~~bullbull~o~~$~yenm~~R
~~~ ~~~~AO 0~~-s~-~~middot IOoct
laquo_L middot-middotmiddotmiddot
tt ~~~
Reports available for public consultation on the overall review of the Companies
Ordinance
1fiIEltff~U~tiUffdftJt9fSfJlefU middot iEoi~Jtli1UiiJyenJl
a~ii middot bull~~~~1il~t1J 1o ]bull~~ sectl t~ 0 -fth
~h-t~Jt~~~~~T-ta~~middotplusmnmiddot~~ttfffi~~~
~~bullsectlbullbull~~obull~plusmnbullbull~middotrn~~~lifffi~~middot
~1JM8camp~fffi~ITtIBR~lampifX~~ItfJD 40 o bull~
m~~~tmiddot~~tR~-~mwbullgm~~~~middot~-X
~~~~~middotmbull~mJt~~~~~obullbulltM~=
T~~~-~a~middot~bull~bullm~~~m~~~~~o
18
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
-AAIIJtA-tFNkA
~ffl lnjjfj]~~ sect ~ampI~HfiH~Inyenamp~71 ~iJli(~~Hflt B amp~J
~(o
t~ ffl 1plusmntf~i_ gtI In lii~iEHmii= 5z tiyent~ 31ZlJ~ 1plusmnllil ~~~Uti~Jiiliinplusmnrll~illlfflY o55U3 middot Eil~t~31Zsectlt~
~ln~A~~middot~ middot ~~~~ttOO~~Jiiliin~Amiddot~~~
tJ~Mi 1J6J flrtt ~ ~t9~~llil ~~~lJtiiJ JiiliBt middot ~A iiDtt
~a~o1J~amp~middot1plusmnbull~~middot1Mft~t~18M~~
ff+5li~ o JJHI middot t~ ~i1~~ Jtli plusmnl ~ITitrlb amp ~~~~IT ~R
~ middot ~)JIlplusmnUo~A3JZ )~ o
t~wa~~m~Tti~~~middot~middotB~-ftft~~ft~~
ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
~o~ J middotmiddot~~~~~~~In~ampmiddotmiddot middot $~lj]IB~middot
cl ~JHN~~~ fJ lJ~f1~J~t~amp tiL~iln ~~~ ~~ o
-~~M-~t~sectM~~~~~ In $~o~~~31Z6J~M
~~n~Mmiddot~~ttoo~~~n~~~Mmiddot~~~t~nanbull
~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
hl middot ~t~bull middot bull$ampW~M middot ~amp~~ 1J ~m~~~o
ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
~alamp~yenJfi~li B~Iffl i~ middot ~~re~~~~~MaA
t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
Mln~~lj]l~ ~middotmiddot middot ~gMmiddot~middotmiddot~~~~I~~~shy
middotmiddot~oM~In~Mmiddotffl~1plusmn-ft ft A~~6Jm~mo
(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
A1fli~fff flftA~ft]IfFIItfJ~JPjfHJ
~7~ft~mmiddot~~~-MSmiddotmiddot~BM~7~~tt$a
bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln
mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
~~-hiL-t~ iL f~
~M~middot
20
(172)
(378 )
COMPANIES REGISTRY
0 101 ti fill If
Services to government departments Government as a dividend The Annual Accounts lolifJ(JiiJ~ rlmi~ll BJtampJt
Other fees Charges registration fees(30) for the year together with the Report of the Director ltftlJUl Jll~Y itlHcJt (24) (44)
of Audit are shown at Appendices B and C
respectively
The unexpected surplus was very timely as theIncorporation fees
------ iOJtiflli5XllJf
1996-97 Revenue
-AAIIJtA-tFNkA
~ffl lnjjfj]~~ sect ~ampI~HfiH~Inyenamp~71 ~iJli(~~Hflt B amp~J
~(o
t~ ffl 1plusmntf~i_ gtI In lii~iEHmii= 5z tiyent~ 31ZlJ~ 1plusmnllil ~~~Uti~Jiiliinplusmnrll~illlfflY o55U3 middot Eil~t~31Zsectlt~
~ln~A~~middot~ middot ~~~~ttOO~~Jiiliin~Amiddot~~~
tJ~Mi 1J6J flrtt ~ ~t9~~llil ~~~lJtiiJ JiiliBt middot ~A iiDtt
~a~o1J~amp~middot1plusmnbull~~middot1Mft~t~18M~~
ff+5li~ o JJHI middot t~ ~i1~~ Jtli plusmnl ~ITitrlb amp ~~~~IT ~R
~ middot ~)JIlplusmnUo~A3JZ )~ o
t~wa~~m~Tti~~~middot~middotB~-ftft~~ft~~
ffl~lffl~bull~bull~middot~ff1plusmn- ft ft ~ ~ftA~ffl~~~m
~o~ J middotmiddot~~~~~~~In~ampmiddotmiddot middot $~lj]IB~middot
cl ~JHN~~~ fJ lJ~f1~J~t~amp tiL~iln ~~~ ~~ o
-~~M-~t~sectM~~~~~ In $~o~~~31Z6J~M
~~n~Mmiddot~~ttoo~~~n~~~Mmiddot~~~t~nanbull
~ f ~tl ED $ o~ ~ plusmnUD In~ r4E2 ti5~ ~In ttOOyenJyen $~plusmnill
hl middot ~t~bull middot bull$ampW~M middot ~amp~~ 1J ~m~~~o
ffil ~)iij)l~~lj]I1J~HD~f4 RQ~~~plusmnill~~amp~ti1U~ o t
~alamp~yenJfi~li B~Iffl i~ middot ~~re~~~~~MaA
t~ln~ ~~ ~ fiJE o ffi ~)$amp~~ 480 000 Fs9~ ~ middot rm ~~~
Mln~~lj]l~ ~middotmiddot middot ~gMmiddot~middotmiddot~~~~I~~~shy
middotmiddot~oM~In~Mmiddotffl~1plusmn-ft ft A~~6Jm~mo
(352) Registrys expenditure on major computerization
projects is expected to increase substantially over
the next few years Furthermore given the volatility
of revenue from certain parts of the Registrys core
business such as company incorporations it is also
possible that this expenditure may take place against
a background of decreased revenue In view of this the prudent
management of the Registrys finances over the next few years
will be particularly critical and it will also be necessary to
consider developing new products and services to generate
additional sources of revenue
D OOKINC AHEAD
Various improvement items already started or being considered
within 1996-97 and to be completed or pursued further in 1997shy
98 have been mentioned earlier in this report In order to
continuously improve the level and quality of facilities and
services to be provided to customers the Registry has also
planned a number of larger and more complicated development
projects making use of modern technology
Our current priority is to provide customers with an expanded
database of company information which will enable them to
obtain key information on registered companies without having
to obtain documents in either microfiche or hard copy The
expanded information will include registered office address
share capital structure particulars of directors and secretary
and a charges indicator and additional information such as
principal place of business and authorised representatives for
oversea companies Teams of departmental and a private
contractors staff have started to work on inputting this company
information into the Registrys computer system As there are
more than 480000 companies involved and changes to
19
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
A1fli~fff flftA~ft]IfFIItfJ~JPjfHJ
~7~ft~mmiddot~~~-MSmiddotmiddot~BM~7~~tt$a
bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln
mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
~~-hiL-t~ iL f~
~M~middot
20
COMPANIES REGISTRY
0 1 tt fffi ~
company information are numerous and continuous this work
is comp lex and t ime consum ing The expanded database is
schedu led for use w ith in 1998
In connection with the introduction of the expanded company
database a feasibility study on the Compan ies Reg istry Onshy
line Public Search System (CROPS) has also been commissioned
wh ich aims at bringing our database to our customers premises
lt is hoped that w ith the successful implementat ion of the
CROPS in 1998 many customers w ill be able to obta in
information from the Registry through their own computers
The services to be provided through CROPS are expected to
include company name searches document index searches
company particulars searches directorssecretary particulars
searches disqualification order searches and the remote
ordering of microfiches
Looking further ahead the Registry wi ll be cons idering changing
th e medium of document storage from microfiche to
optical disk The introduction of a document imaging system
wi ll also probably necessitate the re-eng ineerin g of the
document processing system within the Registry w hich would
become fully computerized A feasibility study is scheduled to
commence in 1997-98
The Computer Room our increasingly important backbone
llllamp~ -JtGE f31iiif NftiJJiftHJ fE
Updates updates database expansion is on the way
A1fli~fff flftA~ft]IfFIItfJ~JPjfHJ
~7~ft~mmiddot~~~-MSmiddotmiddot~BM~7~~tt$a
bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln
mbullMs~bullMmiddotbull~~~$~~tt-hhA~~~~
mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot
tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot
~~middotMmiddotmiddotbull~wbullbullMampn~-M~middot~amp~-~~~
~HlUll iiamp~f middot
M~~ middot bullbull~bullrex~~~-middot ~ bulliiamp~f~~~bullmiddot
m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w
ff iJfi~H middot lUD tJ ~
wbulla11 bull~r~Zibull ~~~~~fJtHH~t~
~~-hiL-t~ iL f~
~M~middot
20