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 (1) With no prescribed acceptance of its associates, a company should not— (a) take section within an arrangement beneath which— (i) A different particular person enters into a questionable transaction with a director in the company, a overall body corporate managed by this kind of director, or an entity linked with this kind of director; and (ii) that other person, pursuant to the arrangement, has obtained or is to get any benefit from the company or an affiliated company of the company; or (b) arrange for an assignment into the company, or assumption through the company, of any rights, obligations or liabilities less than a questionable transaction entered into by One more person with— (i) a director of the company; (ii) a entire body corporate controlled by this type of director; or (iii) an entity connected with this kind of director. (two) With no prescribed acceptance of its customers and also the prescribed approval with the holding company’s members, a company must not— (a) choose part in an arrangement underneath which— (i) A different person enters into a questionable transaction which has a director of a holding company in the company, a entire body corporate controlled by this type of director, or an entity linked with such a director; and (ii) that other man or woman, pursuant towards the arrangement, has received or is to obtain any take pleasure in the company or an involved company from the company; or (b) set up for an assignment towards the company, or assumption through the company, of any legal rights, obligations or liabilities under a questionable transaction entered into by One more individual with— (i) a director of the holding company of your company; (ii) a physique corporate controlled by such a director; or (iii) an entity related with this kind of director.
(2) The minutes of proceedings of a typical meeting, if purporting to generally be signed with the chairperson of that Assembly or because of the chairperson of the next normal meeting, are evidence in the proceedings. (three) Should the file from the minutes of proceedings of the basic meeting of a company is saved beneath portion 618(1)(b), then, until eventually the contrary is proved— (a) the Assembly is usually to be viewed as obtaining been duly held and convened; (b) all proceedings with the meeting are to generally be thought to be owning duly taken spot; and
(three) In spite of subsection (two)— (a) a specified company could enter to the transaction with only the prescribed approval of its users When the holding company is incorporated outdoors Hong Kong; and (b) a specified company could enter in to the transaction with just the prescribed acceptance with the holding company’s users whether it is a wholly owned subsidiary of your Keeping company, and also the holding company is incorporated in Hong Kong. Portion: 503 Specified company have to not enter into credit transaction and so on. as creditor for director or connected entity
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Remarks: Not yet in operation (one) The Court docket might make an order for that disclosure through the Registrar of the protected handle— (a) if— (i) There is certainly proof which the service of paperwork in the applicable correspondence tackle from the director is not successful to deliver them towards the discover of the director; or (ii) it's important or expedient to the secured handle being disclosed in connection with the
For example, the company secretary must update the shareholders’ and directors’ registers every time a company director is taken off or included. They will also update other changes like changes in company’s share money and change in registered Place of work handle.
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(2) The Money Secretary could, right before submitting a copy of an interim report or remaining report With all the Court docket underneath subsection (1), specify the interval and way in which usage of the report is usually to be restricted. Segment: 860 Financial Secretary may possibly send copies of inspector’s report back to applicants of investigation and so forth.
Cap 622 - Providers Ordinance 178 (b) if a entire body corporate, have its registered Office environment or an area of organization in Hong Kong. (5) Everything necessary or authorized being performed by or towards the company secretary can be finished— (a) If your Place of work is vacant or There is certainly for every other rationale no company secretary effective at performing, by or to any assistant or deputy company secretary; or (b) if there isn't any assistant or deputy company secretary effective at performing, by or to any officer from the company approved frequently or specially in that behalf by the administrators. Section: 475 Circumstances beneath which director may not be company secretary
Part: 469 Permitted indemnity provision L.N. 163 of 2013 03/03/2014 (one) Area 468(three) would not apply into a provision for indemnity towards liability incurred by the director into a third party In the event the requirements specified in subsection (two) are met in relation into the provision. (2) The provision have to not supply any indemnity against— (a) any legal responsibility in the director to pay for— (i) a wonderful imposed in prison proceedings; or (ii) a sum payable By means of a penalty in respect of non-compliance with any necessity of the regulatory nature; or (b) any liability incurred because of the director— (i) in defending legal proceedings by which the director is convicted; (ii) in defending civil proceedings brought from the company, or an involved company in the company, where judgment is specified against the director; (iii) in defending civil proceedings brought on behalf of your company by a virgin islands company formation member with the company or of an affiliated company in the company, wherein judgment is provided versus the director; (iv) in defending civil proceedings brought on behalf of the affiliated company from the company by a member with the associated company or by a member of an related company on the affiliated company, wherein judgment is given towards the director; or (v) in connection with an software for reduction underneath portion 358 from the predecessor Ordinance or portion 903 or 904 wherein the Court docket refuses to grant the director reduction. (3) A reference in subsection (two)(b) to your conviction, judgment or refusal of reduction is always to the final selection within the proceedings.
Partnership: With this business, two or more and more people function jointly plus they share their gains , losses and tackle the many duties.
It is additionally noteworthy that any business which won't hire a reliable company secretary may not be detailed to the Inventory Exchange.
Cap 622 - Businesses Ordinance 349 (i) is of A sort approved by any document constituting or regulating that other endeavor; and (ii) is permitted via the law beneath which that other endeavor is recognized. (three) In subsection (one)(b), a reference for the voting rights within an enterprise is— (a) in the situation of an endeavor possessing a share funds, a reference towards the legal rights offered for the associates in respect of their shares; or (b) in the case of the endeavor not aquiring a share funds— (i) if the enterprise is needed to hold general conferences at which matters are made the decision via the work out of voting legal rights, a reference for the rights presented to your members to vote at the final meetings on all matters or on substantially all issues; or (ii) In case the undertaking is just not necessary to keep these kinds of basic conferences, a reference into the legal rights underneath the endeavor’s constitution to immediate the endeavor’s General coverage or to alter the terms of that constitution. (four) For the reasons of subsection (one)(b), an undertaking is usually a member of One more undertaking if— (a) somebody acting on behalf of it, or of any of its subsidiary undertakings, holds shares in that other endeavor; or (b) any of its subsidiary undertakings is often a member of that other undertaking.