About hong kong listing rules company secretary

7. An yearly return below area 662(3) need to be accompanied by— (a) copies of your paperwork necessary to be sent to each member in the company beneath portion 430, certified by a director or company secretary with the company for being real copies; and (b) if any of the paperwork talked about in paragraph (a) is in a language besides English or Chinese, a Accredited translation (for being annexed to that doc) in English or Chinese from the doc. Program: seven Offences in regard of which Proceedings not Instituted under Specified Disorders

(4) If, Anytime during the money 12 months to which a administrators’ report ready by the administrators of the company relates, a permitted indemnity provision made by the company was in drive for the good thing about one or more persons who were being then directors of an affiliated company from the company, the report will have to point out which the provision was in force. (five) In this portion— directors’ report(董事報告) usually means— (a) the report required to be organized below segment 388(one); or (b) the consolidated report necessary to be prepared less than section 388(two). Part: 471 Place exactly where duplicate of permitted indemnity provision needs to be saved

(five) A change of title under this part would not influence any legal rights or obligations of the company or render defective any lawful proceedings by or in opposition to it. Any legal proceedings that might have been commenced or ongoing by or towards it by its former title might be commenced or continued by or in opposition to it by its new identify. (six) If a company contravenes subsection (two), the company, and every dependable individual on the company, dedicate an offence, and every is liable to your fantastic at level three and, in the case of the continuing offence, to a further fantastic of $300 for each day all through which the offence continues. Segment: 108 Registrar could direct company to change identical or comparable title and many others.

(4) If a registered non-Hong Kong company contravenes subsection (1), the company, each and every responsible individual on the company, and every agent with the company who authorizes or permits the contravention, commit an offence, and each is liable to your high-quality at level three and, in the case of a continuing offence, to a further fantastic of $three hundred for each day through which the offence carries on. Portion: 795 Approved representative of registered non-Hong Kong company should notify Registrar of dissolution

(4) An individual may only condition inside a see of revocation below subsection (1)(d), or maybe a notice of cessation of statutory election beneath subsection (3)(d), that the person requests for a duplicate from the reporting files or a duplicate of your summary financial report back to be sent in electronic kind or by making it offered on a website When the company has given, inside the notification under portion 442(1) to which the recognize relates, the person an choice to ask for the duplicate to be so sent. (5) If a observe of revocation, or even a discover of cessation of statutory election, is gained by the company not less than 28 days prior to the 1st date on which a replica of the reporting documents with the monetary calendar year to which the observe relates is distributed into a member less than area 430, the discover has outcome in relation to that monetary 12 months, and each subsequent financial calendar year. (six) If a recognize of revocation, or perhaps a notice of cessation of statutory election, is received because of the company below 28 times prior to the initially date on which a copy with the reporting files for the money calendar year to which the detect relates is sent to some member underneath part 430, the observe has influence in relation to each monetary 12 months subsequent to that financial year. Part: 444 Company ought to adjust to member’s request in detect of intent and so forth.

L.N. 163 of 2013 03/03/2014 (1) A registered non-Hong Kong company will have to supply a statement in the particulars of every specified demand developed because of the company on home in Hong Kong of your company, together with a Licensed copy of the instrument (if any) generating or evidencing the demand, for the Registrar for registration within the registration period of time specified in subsection (six)(a). (two) Where— (a) a specified cost created by a registered non-Hong Kong company on assets in Hong Kong in the company— (i) is provided within a debenture forming Element of a series by reference to almost every other instrument made up of the cost (if also contained during the debenture); or (ii) is contained inside a debenture forming Component of a collection (but not provided inside the debenture by reference to some other instrument); and (b) every single holder of the debentures of the sequence is entitled equally to the advantage of the charge, the company is always to be regarded as owning complied with subsection (one) in relation to the required demand When the company delivers an announcement of the particulars with the demand, along with a Accredited duplicate of the instrument

L.N. 163 of 2013 03/03/2014 (1) This part applies if a member or customers from the repurchasing company has or have specified observe underneath portion 711 which the member or customers will likely not tender any shares for being bought again by that company less than a general present. (2) If, in the case of the typical offer that does not relate to shares of various courses— (a) the repurchasing company has, by advantage of acceptances of the provide, purchased back again, or contracted unconditionally to order back again, some but not every one of the shares to which the supply relates; and (b) at any time before the stop on the supply time period, the shares inside the repurchasing company managed by that company, with or with no shares from the repurchasing company held by the non-tendering member, symbolize at the least ninety% in variety of the shares in the repurchasing company, the holder of any shares to which the offer you relates who may have not acknowledged the offer prior to the stop of that period may, by a letter resolved into the repurchasing company, call for that company to obtain back again All those shares.

Cap 622 - Firms Ordinance one hundred ten (3) For the applications of the area, an instrument of transfer is certified by a company if it bears— (a) the words “certification lodged”, or terms to the exact same outcome, in English or Chinese; and (b) less than or adjacent to These words and phrases, the signature or initials of a person owning the particular or clear authority to certify transfers on behalf of the company. (4) Until the Opposite is proved, a signature or initials showing up on an instrument of transfer as talked about in subsection (3)(b) should be regarded— (a) as the signature or initials of the individual whose signature or initials they purport to generally be; and (b) as acquiring been placed on the instrument by that no company secretary hong kong particular person or by One more one who has the actual or clear authority to use the signature or initials for the goal of certifying transfers on behalf of the company. Section: 323 Issue of debenture or certification for debenture stock on transfer

L.N. 163 of 2013 03/03/2014 (1) If, every time a administrators’ report geared up by the administrators of a company is authorised in accordance with portion 391, a permitted indemnity provision (whether or not produced by the company or usually) is in power for the benefit of one or more administrators with the company, the report have to condition which the provision is in force. (2) If, Anytime through the economic 12 months to which a administrators’ report prepared by the administrators of a company relates, a permitted indemnity provision (regardless of whether produced by the company or normally) was in force for the benefit of a number of individuals who were being then directors of your company, the report need to condition which the provision was in force. (3) If, any time a administrators’ report well prepared by the administrators of a company is authorised in accordance with portion 391, a permitted indemnity provision produced by the company is in power for the advantage of one or more directors of an connected company on the company, the report need to condition that the provision is in force.

(4) With this part— specified incumbent(指明在任人) suggests— (a) the one that is the final auditor with the company and whose phrase of Business office as auditor has expired; or (b) the person whose time period of office as auditor will expire— (i) at the end of the overall meeting; or (ii) at the conclusion of the appointment interval in relation into the economical 12 months worried. Area: 401 Copies of composed resolution for appointment needs to be sent to new and old auditors

Until eventually the Chief Secretary for Administration publishes a summary of Chinese language newspapers and English language newspapers while in the Gazette underneath section 203(two), a Chinese language newspaper or an English language newspaper laid out in the list of newspapers last published beneath part 71A(three)(a) with the predecessor Ordinance is taken to get a specified Chinese language newspaper or simply a specified English language newspaper (as the case can be) with the needs of Section 5. Portion 6

(three) For your applications of the Program— (a) a proper held by an individual in a very fiduciary capability would be to be considered not getting held by the individual; and (b) a suitable held by somebody as nominee for an additional should be to be considered currently being held by that other. (four) To the functions of the Schedule, a right would be to be regarded as becoming held by a person as nominee for an additional if it is exercisable only over the Directions, or Using the consent, of that other. (five) For the purposes of the Timetable, a suitable attached to shares held by way of protection will be to be considered to be being held by the individual offering the safety— (a) if, apart from where the proper is exercised for the objective of preserving the worth of the safety or of

(two) Unless of course the contract is in composing, the company must make sure— (a) the terms with the deal are established out within a created memorandum in just 15 times in the coming into into of the agreement; and (b) the memorandum is saved in the position at which the books containing the minutes of the directors’ conferences are saved. (3) If a company contravenes subsection (2), the company, and each responsible particular person of your company, dedicate an offence, and every is liable to some great at level three. (4) A contravention of subsection (two) in relation to the deal will not have an affect on the validity of the deal. (five) This area would not exclude the Procedure of another Ordinance or rule of regulation making use of to contracts concerning a company and a director of the company. (six) During this segment— director(董事) includes a shadow director. (seven) For that functions of the part, a system corporate is to not be thought to be a shadow director of any of its subsidiaries by motive only that the directors, or maybe a majority of the administrators, with the subsidiary are accustomed to act in accordance with its Instructions or Recommendations. Area: 546 Monetary Secretary might amend sure sums or share figures

(3) Neither subsection (one) nor subsection (2) operates to take care of a private give of shares or debentures, or A personal invitation to subscribe for shares or debentures, as a proposal or invitation produced to the public. (4) Specifically— (a) a provision in a very company’s content prohibiting Invites to the general public to subscribe for shares or debentures is to not be thought to be prohibiting A personal invitation to subscribe for shares or debentures to become designed to members or debenture holders; and (b) the provisions of this Ordinance associated with private corporations are for being construed appropriately. (5) With this area, an offer of shares or debentures, or an invitation to subscribe for shares or debentures, is A non-public