m:il t 11 f11 fx im 89senior clerical staff attended supervisory management training. the continuing...

15
COMPANIES REGISTRY 0 l'l'.l 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 ... To provide our customers with efficient, cost-effective and quality services and facilities to incorporate companies and to register and examine company documents. 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. To motivate our staff to achieve organizational objectives by adopting appropriate human resource management strategies. Our values are... To care for and respect our customers by listening to them and taking into account their needs and expectations when ·shaping the type and quality of service which we deliver. 1 To care for and respect our colleagues as a quality service can be delivered on ly through dedicated people of high calibre work in g together as a team. 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 n fffi l!!E - :IL :IL 1\. M :IL t 11 f11 fX 8'911184 ... fX iM 89 fl4'14 ... · · o fX 8'9 tt ;t 4 ... . El fDii!EM:ll.k-'F- o o tilt ...... , •• ., .,, ..... 'till ........ . .. :7 :'"" .......... .... '"-•« 6

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Page 1: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

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

n fffi lE

- IL IL 1 MIL t ~ 11 ~ f11

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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)

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7

38

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33 47

22 min lHI

1

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13

16 20

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33

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25

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20 min 3-~

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15 5

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20 min 71 tl 10 min 3-~

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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

- non-peak hou rs ~F~tt BMs

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

~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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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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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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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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atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N

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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

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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7 3 new bilingual forms for use

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~rJJllYmo

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Legal officers contributing their professional knowledge

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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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bullmiddot~~-amp~~~ o~~bull~a-ftft-t~~~~~~bull

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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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(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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20

Page 2: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

COMPANIES REGISTRY

0 Ill li fll ~

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

~A~~M~~~ft~M~x~~plusmnM~IftMi~~~-y~~x~~ff

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

bull~I~middot~~~mbullm~middotmmbullm~~~middot~ middot~bull

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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

~ ill tt fill IJlE

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il ) 0 - JW l~L~ A~ PT Jlmt i Staff attending a training class

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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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Customers busy with their searches

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10

COM PA NIES REGISTR Y

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bull mt~~lm~~tC~(t-]~9Jffi 0

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

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

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NA -i JOO ffl

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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

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- ordinary service counter ~~~IY~ll 1il

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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~~~~~

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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~

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bull~oo~~~~

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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

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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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~ 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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~~ 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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bull~bullbullabull~~~~~middot~middot~~ttoobullbull~~~- ft

ft ~A~~ ~T ~~~~ttoobull middot~~-ftft~~~ ~ ~

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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

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16

0

COMPANIES REGISTRY

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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

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$-~~~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

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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

~ -=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

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~

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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

-AAIIJtA-tFNkA

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~(o

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~ 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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bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln

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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 ~

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~~-hiL-t~ iL f~

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20

Page 3: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

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 ~

IAiH-X~-if

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~~Iplusmn~pound~

f~middot~~jq

il~3tHi~~~

~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~~

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~~~~~~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+

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~~m~~~~middotMG~amp~~~~o

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~~$~~~~~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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plusmnUo 73 middot ~- n n =~n~~~JJKw~~lgt E3]j[O

bull ~~-~~-~I~~~middot-~1)sect~~~~~~

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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

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~~~

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bullbull~~1lbullbullbull~~~~~~-~~m~m~~~~o

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

~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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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

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~~~~119r~Nisectft~~ft~II9Pt o ~~~r~ Nlpound1~~~ lE_

g~~middot~fi~bullmiddot~~-fi~bullmiddot~~~mwbull~bullamp~

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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~

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~~~~~-~bullmiddot~~m~-~~bullampJ~~ J$

~~1i$~~Jliil~flfigtJlto

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atttt ~~~fJ~~~~$~~~ff o t~~ffoR cI71N

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~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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~~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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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~

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Legal officers contributing their professional knowledge

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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

~ -=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

~~~ ~~~~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

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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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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

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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 ~~~

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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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m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w

ff iJfi~H middot lUD tJ ~

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20

Page 4: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

COMPANIES REGISTRY

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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

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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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plusmnUo 73 middot ~- n n =~n~~~JJKw~~lgt E3]j[O

bull ~~-~~-~I~~~middot-~1)sect~~~~~~

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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

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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

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- ordinary service counter ~~~IY~ll 1il

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queuing lime on ly)

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- peak hours ~ttBiHs

- non-peak hou rs ~F~tt BMs

The Companies Registry Trading Fund was set up on 7August 7993

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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

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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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1995 ~ ~ IOl UHT) MU91Jamp 1997 ~ ~ IOl Ut n) MH91J ~ ~

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~~~m ~~~ ~HUi~t~ o _t llibull~~J~~~~~r-tgt~w

The new bilingual forms are born

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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~~~

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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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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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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

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14

COMPANIES REGISTRY

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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

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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

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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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Legal officers contributing their professional knowledge

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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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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

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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

~o~ J middotmiddot~~~~~~~In~ampmiddotmiddot middot $~lj]IB~middot

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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bullbull~~~$~~~~fitt~middot~~-~~ttxbullbullbulln

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mfi~ middot ~~~~~~~m~~~middotbull~bullnmbullMmiddot

tlUHHi$~~m1fli~~amp~9Htf~ t~~lll~~fltiil middot X1H~~ I middot

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20

Page 5: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

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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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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bull mt~~lm~~tC~(t-]~9Jffi 0

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

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

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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~~~~~

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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 ~ ~

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oo~~~rn ~ ~~M~~~Bx~~~~~~middotmiddot~~~middot

~~~Mn~~f1~$~~M middot ~~~middot~M~m~B~8

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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

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~~bull~~~~~~~~~-m~~~-bull~oo~~middot

~~P~~~Jittfflfi~cl o-Ei~ 7~JiH9PR~~~ middot ~Pyen

~~~oo~~~~~bull~oo~~~~middot~~~m~~~

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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

~~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 ~

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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~

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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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bull~bullbullabull~~~~~middot~middot~~ttoobullbull~~~- ft

ft ~A~~ ~T ~~~~ttoobull middot~~-ftft~~~ ~ ~

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~ampbullamiddotsectm~~A$~I~~~middotmiddot~I~fiaW

~~~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

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16

0

COMPANIES REGISTRY

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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=

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~M~fi~oR9=~-B~~lJ~illmiddotMmiddot~lJ~~z~

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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

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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

~ -=middot --~

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tft-fl _ rn ~~ _

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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

~~$~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

Page 6: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

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~~~~

~~P~~yenM1)

~~~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

~--~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~$

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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 ~~ _

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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

~~$~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

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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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~ffl lnjjfj]~~ sect ~ampI~HfiH~Inyenamp~71 ~iJli(~~Hflt B amp~J

~(o

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~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

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~ 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~

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20

Page 7: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

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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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

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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~~~~

~~P~~yenM1)

~~~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

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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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~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

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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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7 3 new bilingual forms for use

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Legal officers contributing their professional knowledge

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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

~ -=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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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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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

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Updates updates database expansion is on the way

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m~x~~middotmiddot~~~~~~-~rebull~Mbull~x~~w

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20

Page 8: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

COMPANIES REGISTRY

0 - li fffi iX

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mbullmiddot~~~Aplusmnabullo~-~7MM~~m~A~~~~

mampBbull~m~mmiddot~~~~~~~mmiddot~mbull~middot~~shy

hh~~A~~~~mbull~m~bull~m~~M~~ o~~middot

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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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~~~oo~~~~~bull~oo~~~~middot~~~m~~~

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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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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

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$~~5M$~~~ampoa-fth~~~~~-t~Ba~

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~~~~~-~bullmiddot~~m~-~~bullampJ~~ J$

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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

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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

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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

ft ~A~~ ~T ~~~~ttoobull middot~~-ftft~~~ ~ ~

B~B$~~-i~mA~~~~~ middot -B T -~afiS

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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

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16

0

COMPANIES REGISTRY

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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

Page 9: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

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

Page 10: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

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

Page 11: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

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

Page 12: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

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

Page 13: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

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

Page 14: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

(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

Page 15: M:IL t 11 f11 fX iM 89Senior clerical staff attended supervisory management training. The continuing departmental programme to train all Companies Registration Officers to communicate

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