📄 PDF — HKICPA Handbook Vol II (Code of Ethics)

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1. Objective of HKAS 32

The objective of HKAS 32 is to establish principles for:

  • Presenting financial instruments as liabilities or equity
  • Offsetting financial assets and financial liabilities
  • Classifying financial instruments from the issuer's perspective into:
  • Financial assets
  • Financial liabilities
  • Equity instruments
  • Classifying related interest, dividends, losses and gains
  • Determining circumstances in which financial assets and financial liabilities should be offset
  • The principles in HKAS 32 complement the principles for:

  • Recognising and measuring financial assets and financial liabilities in HKFRS 9
  • Disclosing information about them in HKFRS 7
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    2. Scope (Paragraphs 4-10)

    2.1 General Scope

    HKAS 32 shall be applied by all entities to all types of financial instruments except:

    Excluded ItemRelevant Standard
    Interests in subsidiaries, associates or joint ventures accounted for under HKFRS 10, HKAS 27 or HKAS 28However, derivatives linked to these interests ARE within scope
    Employers' rights and obligations under employee benefit plansHKAS 19
    Insurance contracts as defined in HKFRS 17With specific exceptions (see below)
    Financial instruments, contracts and obligations under share-based payment transactionsHKFRS 2 (with exceptions for paragraphs 8-10 and treasury shares)

    2.2 Insurance Contract Exceptions

    HKAS 32 does apply to:

  • (i) Derivatives embedded in contracts within scope of HKFRS 17, if HKFRS 9 requires separate accounting
  • (ii) Investment components separated from HKFRS 17 contracts (unless the separated component is an investment contract with discretionary participation features)
  • (iii) Issuer's rights and obligations under financial guarantee contracts if the issuer applies HKFRS 9
  • (iv) Financial instruments arising under credit card contracts that meet the insurance contract definition
  • (v) Financial instruments arising under insurance contracts where the entity elects HKFRS 9 instead of HKFRS 17
  • 2.3 Contracts to Buy or Sell Non-Financial Items (Paragraphs 8-10)

    HKAS 32 applies to contracts to buy or sell non-financial items that can be settled net in cash or another financial instrument, or by exchanging financial instruments, as if the contracts were financial instruments.

    Exception: Contracts entered into and continued to be held for the purpose of receipt or delivery of a non-financial item in accordance with the entity's expected purchase, sale or usage requirements.

    Settlement net in cash occurs when:

    MethodDescription
    (a) Terms permit either party to settle net in cash or another financial instrument
    (b) Entity has a practice of settling similar contracts net in cash (by offsetting contracts or selling before exercise/lapse)
    (c) Entity has a practice of taking delivery and selling within a short period for profit
    (d) The non-financial item is readily convertible to cash

    Key Rule: A written option to buy or sell a non-financial item that can be settled net in cash under (a) or (d) is always within scope - it cannot be held for receipt/delivery purposes.

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    3. Definitions (Paragraphs 11-14)

    3.1 Core Definitions

    Financial Instrument: Any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

    Financial Asset: Any asset that is:

    - (a) Cash

    - (b) An equity instrument of another entity

    - (c) A contractual right:

    - (i) To receive cash or another financial asset from another entity; OR

    - (ii) To exchange financial assets or financial liabilities with another entity under conditions that are potentially favourable to the entity

    - (d) A contract that will or may be settled in the entity's own equity instruments and is:

    - (i) A non-derivative for which the entity is or may be obliged to receive a variable number of its own equity instruments; OR

    - (ii) A derivative that will or may be settled other than by exchange of a fixed amount of cash for a fixed number of the entity's own equity instruments

    Financial Liability: Any liability that is:

    - (a) A contractual obligation:

    - (i) To deliver cash or another financial asset to another entity; OR

    - (ii) To exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the entity

    - (b) A contract that will or may be settled in the entity's own equity instruments and is:

    - (i) A non-derivative for which the entity is or may be obliged to deliver a variable number of its own equity instruments; OR

    - (ii) A derivative that will or may be settled other than by exchange of a fixed amount of cash for a fixed number of the entity's own equity instruments

    Equity Instrument: Any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

    Puttable Instrument: A financial instrument that gives the holder the right to put the instrument back to the issuer for cash or another financial asset or is automatically put back to the issuer on the occurrence of an uncertain future event or the death or retirement of the instrument holder.

    3.2 Key Clarifications on Definitions

    "Contract" and "Contractual" (Paragraph 13):

  • Refers to an agreement between two or more parties
  • Has clear economic consequences that parties have little discretion to avoid
  • Usually enforceable by law
  • May take various forms and need not be in writing
  • "Entity" (Paragraph 14):

  • Includes individuals, partnerships, incorporated bodies, trusts and government agencies
  • 3.3 Rights Issues Amendment (Paragraph 11)

    Rights, options or warrants to acquire a fixed number of the entity's own equity instruments for a fixed amount of any currency are equity instruments IF the entity offers them pro rata to all of its existing owners of the same class of its own non-derivative equity instruments.

    3.4 Exception to Financial Liability Definition

    An instrument that meets the definition of a financial liability is classified as an equity instrument if it has all the features and meets the conditions in:

  • Paragraphs 16A and 16B (puttable instruments), OR
  • Paragraphs 16C and 16D (instruments with obligation to deliver pro rata share of net assets only on liquidation)
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    4. Presentation - Liabilities and Equity (Paragraphs 15-27)

    4.1 Core Classification Principle (Paragraph 15)

    The issuer of a financial instrument shall classify the instrument, or its component parts, on initial recognition as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement and the definitions.

    4.2 Conditions for Equity Classification (Paragraph 16)

    An instrument is an equity instrument if, and only if, BOTH conditions (a) AND (b) are met:

    Condition (a): The instrument includes no contractual obligation:

  • (i) To deliver cash or another financial asset to another entity; OR
  • (ii) To exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the issuer
  • Condition (b): If the instrument will or may be settled in the issuer's own equity instruments:

  • (i) It is a non-derivative that includes no contractual obligation for the issuer to deliver a variable number of its own equity instruments; OR
  • (ii) It is a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments
  • 4.3 Puttable Instruments - Exception (Paragraphs 16A-16B)

    Five Features Required for Equity Classification:

    FeatureDescription
    (a)Entitles holder to pro rata share of entity's net assets on liquidation
    (b)Instrument is in the class subordinate to all other classes (no priority, no conversion needed)
    (c)All instruments in the subordinate class have identical features
    (d)No other contractual obligation to deliver cash or another financial asset (apart from the put)
    (e)Total expected cash flows over life are based substantially on profit or loss, change in recognised net assets, or change in fair value of net assets

    Additional Condition (Paragraph 16B): The issuer must have no other financial instrument or contract that:

  • Has total cash flows based substantially on profit/loss or net asset changes, AND
  • Has the effect of substantially restricting or fixing the residual return to puttable instrument holders
  • 4.4 Instruments with Obligation on Liquidation Only (Paragraphs 16C-16D)

    Three Features Required for Equity Classification:

    FeatureDescription
    (a)Entitles holder to pro rata share of net assets on liquidation
    (b)Instrument is in the class subordinate to all other classes
    (c)All instruments in the subordinate class have identical contractual obligation to deliver pro rata share on liquidation

    Additional Condition (Paragraph 16D): Same as paragraph 16B - no other instrument/contract that restricts or fixes the residual return.

    4.5 Reclassification Rules (Paragraphs 16E-16F)

    Reclassification from equity to liability:

  • Occurs when instrument ceases to have all features/meet all conditions
  • Financial liability measured at fair value at reclassification date
  • Difference between carrying value of equity instrument and fair value of liability recognised in equity
  • Reclassification from liability to equity:

  • Occurs when instrument gains all features/meets all conditions
  • Equity instrument measured at carrying value of the financial liability at reclassification date
  • 4.6 No Contractual Obligation to Deliver Cash (Paragraphs 17-20)

    Critical Feature Differentiating Liability from Equity:

    The existence of a contractual obligation of the issuer to:

  • Deliver cash or another financial asset to the holder, OR
  • Exchange financial assets or liabilities under conditions potentially unfavourable to the issuer
  • Substance over Legal Form (Paragraph 18):

  • A preference share with mandatory redemption is a financial liability
  • A puttable instrument is a financial liability (except for those meeting paragraphs 16A-16B or 16C-16D)
  • Examples of Indirect Obligations (Paragraph 20):

  • Non-financial obligation that must be settled if entity fails to make distributions
  • Instrument providing for settlement in cash OR shares whose value substantially exceeds cash value
  • 4.7 Settlement in Own Equity Instruments (Paragraphs 21-24)

    Key Principles:

    ScenarioClassification
    Variable number of shares to equal fixed amountFinancial liability
    Fixed number of shares for fixed amount of cashEquity instrument
    Fixed number of shares for variable amount of cashFinancial asset/liability
    Contract to purchase own shares for cashFinancial liability (present value of redemption amount)

    Example from Paragraph 21:

  • Contract to deliver as many own equity instruments equal in value to CU100 → Financial liability
  • Contract to deliver as many own equity instruments equal in value to 100 ounces of gold → Financial liability
  • Example from Paragraph 22:

  • Issued share option giving counterparty right to buy a fixed number of shares for a fixed price → Equity instrument
  • 4.8 Contingent Settlement Provisions (Paragraph 25)

    A financial instrument is a financial liability if it requires the entity to deliver cash or another financial asset upon the occurrence or non-occurrence of uncertain future events beyond the control of both parties.

    Exceptions (instrument remains equity):

  • (a) The contingent settlement provision is not genuine
  • (b) Settlement in cash/another financial asset is required only on liquidation of the issuer
  • (c) The instrument has all features and meets conditions in paragraphs 16A and 16B
  • 4.9 Settlement Options (Paragraphs 26-27)

    When a derivative financial instrument gives one party a choice over how it is settled, it is a financial asset or a financial liability unless all of the settlement alternatives would result in it being an equity instrument.

    Example: A share option that the issuer can decide to settle net in cash or by exchanging its own shares for cash → Financial liability

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    5. Compound Financial Instruments (Paragraphs 28-32)

    5.1 Definition and Recognition

    The issuer of a non-derivative financial instrument shall evaluate the terms to determine whether it contains both a liability and an equity component. Such components shall be classified separately.

    Example: A bond convertible by the holder into a fixed number of ordinary shares of the entity.

    Two Components:

  • Financial liability - contractual arrangement to deliver cash or another financial asset
  • Equity instrument - call option granting holder the right to convert into a fixed number of ordinary shares
  • 5.2 Measurement on Initial Recognition (Paragraphs 31-32)

    Step-by-Step Approach:

    StepAction
    1Determine fair value of the compound financial instrument as a whole
    2Measure fair value of the liability component (including any embedded non-equity derivative features)
    3Assign equity component the residual amount (Step 1 - Step 2)

    Key Rules:

  • The sum of carrying amounts assigned to liability and equity components always equals the fair value of the instrument as a whole
  • No gain or loss arises from initially recognising the components separately
  • The value of any derivative features (other than the equity conversion option) is included in the liability component
  • Classification is not revised as a result of changes in the likelihood that the conversion option will be exercised
  • 5.3 Conversion and Extinguishment

    On Conversion at Maturity:

  • Derecognise the liability component
  • Recognise it as equity
  • Original equity component remains as equity (may be transferred within equity)
  • No gain or loss on conversion at maturity
  • On Early Redemption/Repurchase:

  • Allocate consideration paid and transaction costs to liability and equity components
  • Use same allocation method as original issuance
  • Gain or loss on liability component → Profit or loss
  • Amount relating to equity component → Equity
  • Inducement Offers (Paragraph 35):

  • If terms are amended to induce early conversion
  • Difference between fair value of consideration under revised terms and original terms → Loss in profit or loss
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    6. Treasury Shares (Paragraphs 33-34)

    6.1 Core Principle

    If an entity reacquires its own equity instruments, those instruments ('treasury shares') shall be deducted from equity. No gain or loss shall be recognised in profit or loss on the purchase, sale, issue or cancellation of an entity's own equity instruments.

    Key Rules:

  • Consideration paid or received → Recognised directly in equity
  • Treasury shares may be acquired and held by the entity or by other members of the consolidated group
  • Amount of treasury shares held disclosed separately in statement of financial position or notes
  • 6.2 Exception for Investment Funds (Paragraph 33A)

    An entity may elect (irrevocably, on an instrument-by-instrument basis) not to deduct from equity a treasury share that is included in an investment fund or is an underlying item when the entity reacquires its own equity instrument for such purposes.

    Instead, the entity may:

  • Continue to account for the treasury share as equity
  • Account for the reacquired instrument as if it were a financial asset
  • Measure it at fair value through profit or loss in accordance with HKFRS 9
  • 6.3 Agency Holdings (AG36)

    When an entity holds its own equity on behalf of others (e.g., a financial institution holding its own equity on behalf of a client), there is an agency relationship and those holdings are not included in the entity's statement of financial position.

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    7. Interest, Dividends, Losses and Gains (Paragraphs 35-41)

    7.1 Core Principle

    Interest, dividends, losses and gains relating to a financial instrument or a component that is a financial liability shall be recognised as income or expense in profit or loss. Distributions to holders of an equity instrument shall be recognised by the entity directly in equity. Transaction costs of an equity transaction shall be accounted for as a deduction from equity.

    7.2 Classification Impact

    ItemFinancial LiabilityEquity Instrument
    Interest/DividendsExpense in profit or lossDistribution in equity
    Gains/Losses on redemption/refinancingProfit or lossChanges in equity
    Changes in fair valueRecognised in financial statementsNot recognised

    7.3 Transaction Costs (Paragraphs 37-39)

    Equity Transaction Costs:

  • Accounted for as a deduction from equity
  • Must be incremental costs directly attributable to the equity transaction that otherwise would have been avoided
  • Examples: registration fees, legal/accounting fees, printing costs, stamp duties
  • Abandoned Equity Transactions:

  • Costs of an equity transaction that is abandoned are recognised as an expense
  • Compound Financial Instruments:

  • Transaction costs allocated to liability and equity components in proportion to the allocation of proceeds
  • Joint Transactions:

  • Costs relating jointly to more than one transaction allocated using a rational and consistent basis
  • 7.4 Tax Considerations (Paragraph 35A)

    Income tax relating to:

  • Distributions to holders of an equity instrument
  • Transaction costs of an equity transaction
  • Shall be accounted for in accordance with HKAS 12 Income Taxes.

    7.5 Presentation of Dividends (Paragraph 40)

    Dividends classified as an expense may be presented:

  • With interest on other liabilities, OR
  • As a separate item
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    8. Offsetting a Financial Asset and a Financial Liability (Paragraphs 42-50)

    8.1 Core Principle (Paragraph 42)

    A financial asset and a financial liability shall be offset and the net amount presented in the statement of financial position when, and only when, an entity:

    - (a) Currently has a legally enforceable right to set off the recognised amounts; AND

    - (b) Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

    8.2 Right of Set-Off (Paragraphs 45-46)

    Definition: A debtor's legal right, by contract or otherwise, to settle or eliminate all or a portion of an amount due to a creditor by applying against that amount an amount due from the creditor.

    Key Requirements:

  • Must be a legal right (varies by jurisdiction)
  • Must be currently available (not contingent on a future event)
  • Must be legally enforceable in all of the following circumstances:
  • Normal course of business
  • Event of default
  • Event of insolvency or bankruptcy
  • 8.3 Intention to Settle Net (Paragraphs 47-48)

    Simultaneous Settlement:

  • Occurs through operation of a clearing house or face-to-face exchange
  • Cash flows are equivalent to a single net amount
  • No exposure to credit or liquidity risk
  • When NOT Simultaneous:

  • Receiving and paying separate amounts
  • Exposure to credit risk for full amount of asset
  • Exposure to liquidity risk for full amount of liability
  • 8.4 When Offsetting is Usually Inappropriate (Paragraph 49)

    SituationReason
    (a) Synthetic instrumentsDifferent financial instruments used to emulate a single instrument
    (b) Same risk, different counterpartiesForward contracts or derivatives with different counterparties
    (c) Pledged collateralFinancial assets pledged as collateral for non-recourse liabilities
    (d) Trust arrangementsAssets set aside in trust without creditor acceptance
    (e) Insurance claimsLosses expected to be recovered from third party under insurance contract

    8.5 Master Netting Arrangements (Paragraph 50)

    Definition: An agreement providing for a single net settlement of all financial instruments covered by the agreement in the event of default on, or termination of, any one contract.

    Key Points:

  • Commonly used by financial institutions
  • Creates a right of set-off that becomes enforceable only following a specified event of default
  • Does not provide a basis for offsetting unless BOTH criteria in paragraph 42 are satisfied
  • When not offset, the effect on credit risk exposure must be disclosed
  • 8.6 Gross Settlement Systems (AG38F)

    A gross settlement system may meet the net settlement criterion if it has all of the following characteristics:

    CharacteristicDescription
    (a)Assets and liabilities submitted at same point in time for processing
    (b)Parties committed to fulfil settlement obligation once submitted
    (c)No potential for cash flows to change once submitted (unless processing fails)
    (d)Collateralised assets settled on securities transfer system (delivery vs payment)
    (e)Failed transactions re-entered until settled
    (f)Settlement through same settlement institution
    (g)Intraday credit facility in place, virtually certain to be honoured

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    9. Application Guidance - Key Points

    9.1 Financial Assets and Financial Liabilities (AG3-AG12)

    Examples of Financial Assets:

  • Cash
  • Deposits with banks
  • Trade accounts receivable
  • Notes receivable
  • Loans receivable
  • Bonds receivable
  • Perpetual debt instruments
  • Not Financial Assets:

  • Physical assets (inventories, property, plant and equipment)
  • Right-of-use assets
  • Intangible assets (patents, trademarks)
  • Prepaid expenses (future economic benefit is receipt of goods/services)
  • Non-contractual items (income taxes, constructive obligations)
  • 9.2 Equity Instruments (AG13-AG14)

    Examples of Equity Instruments:

  • Non-puttable ordinary shares
  • Some puttable instruments (meeting paragraphs 16A-16B)
  • Some instruments with obligation on liquidation only (meeting paragraphs 16C-16D)
  • Some types of preference shares
  • Warrants or written call options for fixed number of shares at fixed price
  • 9.3 Derivative Financial Instruments (AG15-AG19)

    Characteristics:

  • Create rights and obligations transferring financial risks
  • Generally do not result in transfer of underlying primary financial instrument on inception
  • Include: options, futures, forwards, interest rate swaps, currency swaps
  • Option Example:

  • Holder has right to obtain potential future economic benefits
  • Writer assumes obligation to forgo potential future economic benefits or bear potential losses
  • 9.4 Treatment in Consolidated Financial Statements (AG29-AG29A)

    Key Principle:

  • Consider all terms and conditions agreed between group members and holders
  • When a subsidiary issues a financial instrument and a parent guarantees it, the group may not have discretion over distributions or redemption
  • Instruments classified as equity under paragraphs 16A-16B or 16C-16D in separate financial statements that are non-controlling interests are classified as liabilities in consolidated financial statements
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    10. Effective Date and Transition (Paragraphs 96-97)

    10.1 General Effective Date

  • Annual periods beginning on or after 1 January 2005
  • Earlier application permitted (must also apply HKAS 39)
  • Applied retrospectively
  • 10.2 Puttable Instruments Amendments (June 2008)

  • Annual periods beginning on or after 1 January 2009
  • Earlier application permitted
  • Limited scope exception - not to be applied by analogy
  • 10.3 Offsetting Amendments (December 2011)

  • Annual periods beginning on or after 1 January 2014
  • Applied retrospectively
  • Earlier application permitted
  • 10.4 Other Key Amendments

    AmendmentEffective Date
    Classification of Rights Issues (October 2009)Annual periods beginning on or after 1 February 2010
    Annual Improvements 2009-2011 Cycle (June 2012)Annual periods beginning on or after 1 January 2013
    HKFRS 9 (September 2014)When HKFRS 9 is applied
    HKFRS 17 (January 2018)When HKFRS 17 is applied

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    11. Key Takeaways Summary Table

    TopicKey Principle
    ClassificationSubstance over legal form; based on contractual obligations
    Equity ConditionNo contractual obligation to deliver cash; fixed-for-fixed settlement in own equity
    Puttable InstrumentsException to liability classification if all 5 features + additional conditions met
    Compound InstrumentsSeparate liability and equity components; equity is residual
    Treasury SharesDeducted from equity; no gain/loss recognised
    Interest/DividendsLiability → expense; Equity → distribution
    Transaction CostsEquity transactions → deduction from equity
    OffsettingLegal right + intention to settle net or simultaneously
    Contingent SettlementLiability unless not genuine, only on liquidation, or meets puttable exception
    Settlement OptionsLiability unless ALL alternatives result in equity

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