What Does hong kong listing rules company secretary Mean?
What Does hong kong listing rules company secretary Mean?
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L.N. 163 of 2013 03/03/2014 (one) If someone is attaining or proposing to accumulate shares in a company, the company or any of its subsidiaries must not give economical help specifically or indirectly for the purpose of the acquisition before or concurrently as being the acquisition will take position, except as furnished by this Division. (two) If— (a) an individual has acquired shares in the company; and (b) any person has incurred a liability for the objective of the acquisition, the company or any of its subsidiaries ought to not give money assistance directly or indirectly for the purpose of reducing or discharging the legal responsibility, besides as furnished by this Division.
(2) The Registrar may do the act, or lead to the act to become completed, given that the company’s or maybe the liquidator’s or provisional liquidator’s agent. (3) The Registrar may execute or sign any applicable instrument or doc, including a memorandum stating which the Registrar has performed so given that the company’s or even the liquidator’s or provisional liquidator’s representative. (4) An instrument or doc executed or signed from the Registrar less than subsection (3) has the same result as Should the company, if even now current, had executed the instrument or document. Portion: 758 Previous director have to keep dissolved company’s publications and papers for six decades
Remarks: Not but in Procedure (1) The Courtroom might make an get with the disclosure by the Registrar of a withheld handle— (a) if— (i) There is certainly evidence that the service of files at an handle contained in an software underneath area
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Cap 622 - Corporations Ordinance 226 (ii) 3 months following the close of that accounting reference period of time, whichever would be the later; and (b) in the situation of some other company— (i) six months after the anniversary in the company’s incorporation; or (ii) 3 months following the finish of that accounting reference period, whichever would be the later. (three) If a company has by a administrators’ resolution below portion 371 or simply a recognize shipped to the Registrar under that segment, shortened an accounting reference period of time, the company need to maintain a common meeting as its once-a-year standard meeting inside the following time period— (a) in the case of A non-public company or a company confined by promise— (i) 9 months following the finish with the shortened accounting reference period; or (ii) three months once the day of the directors’ resolution, whichever is definitely the later on; and (b) in the case of some other company— (i) 6 months after the stop of the shortened accounting reference interval; or (ii) 3 months after the day of the administrators’ resolution, whichever will be the afterwards. (four) A private company mentioned in subsections (1), (2) and (3) won't consist of a private company that may be, Anytime over the money year, a subsidiary of the public company. (five) If for just about any explanation the Courtroom thinks fit to take action, it could, on an application produced ahead of the conclusion of the period otherwise permitted for Keeping an yearly typical Conference in respect of the economical 12 months of a company, by purchase increase that interval by a further period laid out in the get.
Cap 622 - Organizations Ordinance 152 Area: 410 Qualified privileges L.N. 163 of 2013 03/03/2014 (one) In the absence of malice, an auditor of the company just isn't liable to any motion for defamation at the fit of any person in respect of any assertion produced by the auditor inside the course of executing duties as auditor with the company. (2) In the absence of malice, somebody isn't liable to any motion for defamation at the match of any person in respect in the publication of any document— (a) well prepared by an auditor of a company while in the course of doing duties as auditor of your company; and (b) necessary by this Ordinance— (i) to be delivered to the Registrar; or (ii) to be sent to any member from the company or every other particular person. (3) This area won't limit or have an effect on every other proper, privilege or immunity that an auditor of the company, or another man or woman, has as defendant in an motion for defamation. (four) In this particular segment, a reference to carrying out duties as auditor of the company involves— (a) building a cessation assertion, providing the statement for the company, and requesting the company to comply with the necessity specified in portion 422(5) in relation on the assertion; and (b) producing an announcement of circumstances, and giving the statement to your company. Segment: 411 Legal rights in relation to typical Assembly L.N. 163 of 2013 03/03/2014 (1) An individual appointed as auditor of the company is entitled— (a) to go to any of your company’s normal meetings; and (b) to be listened to, at any from the company’s normal meetings, on any Portion of the small business on the meeting that issues the individual as auditor of your company. (two) Anyone’s entitlement below subsection (one)(a) or (b) is, if the person is usually a organization or entire body corporate, exercisable by a pure human being authorized by the individual to act as the individual’s consultant for the Assembly.
For example, the company secretary must update company formation software the shareholders’ and directors’ registers each time a company director is removed or extra. They are going to also update other changes like changes in company’s share funds and change in registered Workplace tackle.
(13) In this particular section— equivalent debenture holders(相應債權證持有人), in relation to someone to whom a document or information is sent or equipped by a company, suggests the debenture holders on the company position equally for all functions with the person. Section: 834 Conversation in other varieties L.N. 163 of 2013 03/03/2014 (1) This portion applies if a document or details is shipped or supplied by a company to a different person otherwise than in Digital or difficult copy form or by rendering it accessible on a website. (2) The doc or information and facts is sent or provided to that other particular person for that uses of the relevant provision If your doc or data is sent or supplied inside of a variety or way that's been agreed by that other particular person. Segment: 835 Joint holders of shares or debentures L.N. 163 of 2013 03/03/2014 (1) This part applies if— (a) a provision of this Ordinance authorizes or needs a document or details to get sent or provided by a company to the holders of its shares or debentures; and (b) a doc or information and facts is necessary to generally be despatched to joint holders from the shares or debentures. (2) Subject to anything while in the company’s article content, the document or information and facts is sent or provided to the joint holders to the functions of your provision In case the document or facts is distributed or supplied to— (a) Each individual of your joint holders; or (b) the holder whose identify appears very first while in the company’s register of associates or sign up of debenture holders.
L.N. 163 of 2013 03/03/2014 (1) An auditor’s report must state, during the auditor’s feeling— (a) whether or not the economical statements are actually properly ready in compliance with this particular Ordinance; and (b) specifically, if the fiscal statements— (i) in the case of yearly monetary statements of the company that does not slide within the reporting exemption with the money year, provide a correct and good check out of your economical place and money performance in the company as expected by area 380; or (ii) in the case of annual consolidated monetary statements of the company that does not tumble inside the reporting exemption with the economical 12 months, provide a true and honest perspective on the fiscal situation and fiscal overall performance of your company and the many subsidiary undertakings as essential by area 380.
(3) If new shares are issued by a company on the phrases that, inside a interval not exceeding 12 months, they're going to rank equally for all applications with all the prevailing shares, or with all the present shares of a selected class, during the company, neither The brand new shares nor the corresponding present shares are required to have distinguishing figures assuming that all of them are totally paid up and rank equally for all uses. (four) If subsection (three) applies as well as the shares are usually not numbered, any share certificates for The brand new shares needs to be appropriately worded or enfaced. Part: 137 Share certification to become proof of title within the absence of contrary evidence
(two) An offence will not be committed under this part in relation to a discount of share money by a company only mainly because one or more administrators with the company commit an offence less than part 207 in generating a solvency
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Your company secretary is to blame for guaranteeing all statutory returns are filed punctually and correctly. A number of the most common returns include: