About hong kong listing rules company secretary



Cap 622 - Providers Ordinance 103 (four) The payment is— (a) a payment created by the company in respect of your obtain-back again by the company of shares in by itself (apart from a payment lawfully produced if not than from distributable earnings); or (b) a payment produced by the company of any description laid out in portion 257(five) (apart from a payment lawfully created if not than out of distributable earnings). (five) Within this section— liabilities(負債) has the that means presented by segment 274(one); net assets(淨資產), in relation to your company that offers any fiscal guidance, means the amount by which the combination of your company’s property exceeds the combination of its liabilities (getting the level of each property and liabilities to get as said inside the company’s accounting documents quickly prior to the money guidance is offered); Web liabilities(淨負債), in relation to a company that provides any financial support, means the amount by which the aggregate of the company’s liabilities exceeds the aggregate of its property (taking the level of equally belongings and liabilities to become as mentioned while in the company’s accounting documents right away before the money assistance is given).

(3) If a confined company contravenes subsection (1), the company, and every accountable person from the company, commit an offence, and each is liable to the fine at degree four and, in the case of the continuing offence, to an extra fine of $seven hundred for each day for the duration of which the offence carries on. (4) If a minimal company fails to provide a return that complies with subsection (two) inside a single thirty day period right after an allotment of shares, the Court docket may possibly, on application with the company or possibly a liable person with the company, prolong the period for delivery of the return by a period of time based on the Court docket. (5) The Court docket may perhaps extend a period of time below subsection (4) only whether it is satisfied— (a) that failure to provide the return was accidental or on account of inadvertence; or (b) that it's just and equitable to increase the interval. (six) Should the Court extends the interval for shipping and delivery of the return, any liability now incurred by the company or maybe a accountable man or woman on the company for an offence under subsection (3) is extinguished and subsection (1) has impact as If your reference to one month had been a reference to your prolonged interval.

Part: 468 Avoidance of provisions protecting director from legal responsibility L.N. 163 of 2013 03/03/2014 (one) This section applies to a provision contained in a company’s article content, or within a agreement entered into by a company, or normally. (two) If a provision purports to exempt a director from the company from any liability that might or else connect to the director in reference to any carelessness, default, breach of responsibility or breach of have confidence in in relation into the company, the provision is void. (3) If, by a provision, the company immediately or indirectly offers an indemnity for just a director on the company, or maybe a director of the associated company in the company, from any liability attaching into the director in reference to any carelessness, default, breach of duty or breach of have faith in in relation for the company or connected company (as the situation could be), the provision is void. (4) Subsection (3) won't stop a company from having out and trying to keep in pressure insurance plan for your director with the company, or perhaps a director of the associated company of your company, in opposition to— (a) any liability to anyone attaching towards the director in reference to any carelessness, default, breach of duty or breach of rely on (aside from fraud) in relation on the company or associated company (as the case might be); or (b) any liability incurred through the director in defending any proceedings (whether civil or felony) taken against the director for any negligence, default, breach of obligation or breach of have faith in (which includes fraud) in relation on the company or affiliated company (as the situation could possibly be).

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A recognize that was served beneath portion 337B with the predecessor Ordinance, as in drive quickly before its repeal, and which was in drive promptly ahead of the commencement day of Division 4 of Element sixteen, carries on in power and has impact just as if it ended up a discover served beneath area 780. 136. Detect of cessation of spot of small business in Hong Kong

Portion 64A from the predecessor Ordinance, as in force immediately prior to its repeal, carries on to apply to an attachment of legal rights to a class of shares before the commencement day* of segment 184. 31. Variation of course legal rights: corporations with no share cash

Cap 622 - Businesses Ordinance 369 administrators. (three) A reference to share high quality is usually a reference to any residual share capital in relation to your share. (4) A reference to some suitable into a return of cash on a share is actually a reference to the right to a return of funds of a value equivalent to the amount paid in regard in the nominal value of the share. (5) A reference to the distribution in a very winding up in proportion towards the money paid out up with a share is usually a reference to some distribution inside a winding up in proportion to the quantity compensated in regard on the nominal worth of the share. (six) A reference on the aggregate par or nominal value of the company’s issued share money is usually a reference to that aggregate since it existed quickly ahead of the commencement day* of part 135 and— (a) greater to choose account with the nominal price of any shares issued on or following that commencement day*; and (b) lessened to get account of the nominal price of any shares cancelled on or following that commencement day*.

Part: 335 Company ought to register specified cost created by it L.N. 163 of 2013 03/03/2014 (one) A company need to produce a statement of the particulars of each specified cost designed from the company, together with a certified copy of the instrument (if any) building or evidencing the charge, for the Registrar for registration inside the registration time period laid out in subsection (5)(a). (2) Exactly where— (a) a specified charge developed by a company— (i) is provided within a debenture forming Component of a series by reference to some other instrument containing the demand (if also contained within the debenture); or (ii) is contained in a debenture forming company secretary accountant hong kong Component of a sequence (although not supplied during the debenture by reference to some other instrument); and (b) each and every holder on the debentures of your collection is entitled Similarly to the good thing about the demand, the company is always to be viewed as getting complied with subsection (one) in relation to the desired charge In case the

Cap 622 - Providers Ordinance 189 (b) give a ensure or provide protection in reference to a quasi-bank loan created by any person to this kind of director. (3) Even with subsection (2)— (a) a specified company could enter to the transaction with only the prescribed acceptance of its associates In the event the holding company is incorporated exterior Hong Kong; and (b) a specified company may enter in the transaction with only the prescribed acceptance in the Keeping company’s associates whether it is a completely owned subsidiary in the holding company, and also the holding company is incorporated in Hong Kong. Part: 502 Specified company must not make bank loan or quasi-loan and so on. to connected entity

(3) No personal company having only one director could possibly have as company secretary in the company a system corporate the sole director of that's the only director of your private company. Portion: 476 Direction requiring company to appoint company secretary

5. In the situation of the company that keeps a branch sign-up of customers in accordance with segment 636(one), the particulars of your entries in that register need not be included in the annual return if copies of All those entries have not been obtained with the registered Workplace on the company. Those people particulars need to, so far as they relate to matters which might be required to be contained in the once-a-year return, be A part of the next once-a-year return after copies of These entries are received on the registered Business of your company. Element 2

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