公司秘書的功課,請幫下我~

2008-05-11 5:04 am
1.Fortune Ltd, a public company, held its 2007 annual general meeting (“AGM”) on 31 Aug 2007. The directors wanted the next AGM to be held as late as possible. Its financial year ended on 31 March 2008. The directors intended to transact only ordinary business in the coming AGM. As the company secretary, you are required to:
(a)determine the deadline for holding the 2008 AGM. (You are required to support your answer with reference to the Companies Ordinance)

(b)draft the notice of the 2008 AGM when only ordinary business will be transacted. (You may add other particulars of the meeting of your choice).

2.Explain in full the necessary procedure to incorporate a company in Hong Kong.

3.William recently bought 60% of the total issued shares of a public company (“the Company”). He now intended to appoint the following as directors of the Company.
i.his 17-year-old daughter Pauline
ii.his 90-year-old father George
iii.a company called William Ltd
aDiscuss the eligibility of the aforesaid persons to be appointed as directors of the Company.
bExplain the proper procedures by which the company may appoint, if possible, as directors(s)

回答 (2)

2008-05-11 1:01 pm
✔ 最佳答案
Hints:
1a) S.111 and S.122, Companies Ordinance (CO)
1b) I believe you can handle it with reference to your textbook, newspaper and HK Stock Exchange web-site (beware 21 clear days, and whether postal rule applies for 2 more days)

2) web-site of Companies Registry(CR) - Publication and Press Release - Information Pamphlets (beware there are different kinds of company in HK........not only limited private company)

3a) S.155, S.157C, S.154A and Table A of Schedule 1, CO
you may also need to consider the Articles of the company
3b) also can be found in textbook in CoSec Practice (e.g. Director minutes/resolution, Consent of (new) Directors, filing Form D2A, etc.)

Reference:
CO: http://www.legislation.gov.hk/eng/home.htm
CR: http://www.cr.gov.hk/tc/public/services.htm
HKEx: http://www.hkex.com.hk/index_c.htm

2008-05-20 03:29:57 補充:
"public company"

1) S122(1A) exception only private companies.
Thus, the company should lay before the co a P&L a/c within 6 months.

3) S154A(1), should not have a dir of the co a body corporate.
S154A(3) exception only private companies.
William Ltd cannot be a director of a public company
2008-05-11 10:01 pm
2. If you want to inocrporate a company in Hong Kong, you should first register your company in the Comapny Registry with precribed form and M&A. After receiving the certificate of incoporation from Company Registry, then you should submit the form D1, D3 to appoint the director(s) and secretary, and R1 for the registered office of the company. You should also hold a first board meeting in relation to the appointment of director, secretary, noticed to the registered office, adpoted the common seal, issued share certificate(s) or transfer of shares, if any, the financial year end, if any, then approved by the first appointed director.

3. The minimum requirement of a person to be appointed as a director, he or she should be 18 or above 18, otherwise he or she couldn't appointed by the company. The company could appoint a body corporate to a corporate director with its consent form signed by the director of body corporate.

b. William could hold the shareholders meeting to pass the resolution for the appointment and the written resolution should be signed by the members. How many members signed the resolution should be determined by the Articles of Association.

2008-05-11 14:54:19 補充:
1. You could find the necessary information in the below link: www.legislation.gov.hk/eng/home.htm
Ever company should hold the Annual General Meeting each year, and not more than 15 months;


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