A Secret Weapon For hong kong listing rules company secretary
A Secret Weapon For hong kong listing rules company secretary
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L.N. 163 of 2013 03/03/2014 (one) If someone is obtaining or proposing to accumulate shares within a company, the company or any of its subsidiaries will have to not give financial help right or indirectly for the purpose of the acquisition ahead of or concurrently since the acquisition requires position, apart from as provided by this Division. (two) If— (a) somebody has obtained shares inside a company; and (b) anyone has incurred a liability for the goal of the acquisition, the company or any of its subsidiaries have to not give fiscal support instantly or indirectly for the goal of lessening or discharging the legal responsibility, other than as supplied by this Division.
L.N. 163 of 2013 03/03/2014 (1) The Registrar have to make the businesses Register obtainable for public inspection at all realistic moments to be able to permit any member of the public— (a) to verify whether the member of the public is coping with— (i) a company to which this subsection applies, or its administrators or other officers, in issues of or linked with any act of your company; (ii) a director or other officers of this kind of company in matters of or linked Along with the administration of your company, or of its property; (iii) somebody towards whom a disqualification get has actually been made by a court docket;
Cap 622 - Companies Ordinance 342 (b) to give notice towards the Registrar of any issue. (two) The Registrar, or simply a member or creditor in the company, may provide a detect around the company or officer demanding the company or officer to adjust to the need. (three) In the event the company or officer fails to produce good the contravention inside fourteen times following service from the discover, the Court docket may perhaps, on software through the Registrar, or by a member or creditor with the company, make an buy— (a) in the case of the contravention from the company, directing the company and any officer of your company for making excellent the contravention in the time specified in the get; or (b) in the case of the contravention through the officer, directing the officer to help make superior the contravention inside the time laid out in the purchase.
(four) If a registered non-Hong Kong company contravenes subsection (one), the company, each dependable person of your company, and each agent of your company who authorizes or permits the contravention, dedicate an offence, and each is liable to the fantastic at amount three and, in the situation of the continuing offence, to an extra wonderful of $three hundred for daily during which the offence continues. Portion: 795 Authorized representative of registered non-Hong Kong company need to notify Registrar of dissolution
Cap 622 - Companies Ordinance 259 lengthier exceeds the worth of your thought laid out in Those people phrases. (three) For that needs of this Division, shares that an affiliate of the offeror, or even a nominee over the offeror’s behalf, retains, or has contracted, unconditionally or matter to disorders remaining glad, to acquire, whether at the day from the takeover offer you or subsequently, aren't for being regarded as shares to which that provide relates, whether or not offering extends to All those shares. This subsection has influence issue to subsection (four). (four) With the purposes of this Division, wherever, following a takeover provide is manufactured but before the stop on the offer you period of time, an affiliate of your offeror, or simply a nominee over the offeror’s behalf, acquires, or contracts unconditionally to acquire, any on the shares to which the offer relates, the shares are to be considered shares to which the offer you relates if— (a) the value from the thought for which the shares are acquired, or contracted to generally be obtained, at some time of the acquisition or agreement, doesn't exceed the value from the thing to consider specified in the terms of the present; or (b) All those terms are subsequently revised to ensure that when the revision is announced, the worth of your consideration for which the shares are acquired, or contracted to become acquired, at some time from the acquisition or deal, now not exceeds the value on the thought laid out in People terms. Section: 692 Revised supply not to be thought to be fresh present L.N. 163 of 2013 03/03/2014 For that purposes of this Division, a revision with the phrases of a suggestion to accumulate shares is never to be considered to be the generating of the clean offer if— (a) the conditions on the present make provision for— (i) their revision; and (ii) acceptances around the former phrases to become dealt with as acceptances over the revised conditions; and (b) the revision is designed in accordance with that provision. Component: Division: Subdivision: 13 4 2 “Squeeze-out” L.N. 163 of 2013 03/03/2014 Section: 693 Offeror may perhaps give notice to buy out minority shareholders L.N. 163 of 2013 03/03/2014 (1) If, in the situation of a takeover offer you that does not relate to shares of different classes, the offeror has, by advantage of acceptances from the supply, obtained, or contracted unconditionally to accumulate, no less than 90% in number of the shares to which the present relates, the offeror may perhaps give discover on the holder of any other shares to which the give relates that the offeror wants to amass People shares.
(1) Besides wherever the company is A non-public company aquiring a share cash, When the fiscal 12 months (as defined in portion 2(one) on the predecessor Ordinance) in the company begins before the commencement day* of segment 662 and finishes on or following that date— (a) sections 107 and 109 of the predecessor Ordinance, as in power quickly just before their repeal, continue to apply in relation towards the company for that fiscal calendar year; and (b) part 662 applies in relation towards the company for the main economic year that begins on or after that commencement date* and all subsequent money yrs.
(2) With no prescribed acceptance in the company’s members as well as prescribed acceptance of your subsidiary’s users, someone should not come up with a payment for lack of office to a director or former director of a company in reference to a transfer of the whole or any Section of the enterprise or residence of the subsidiary on the company.
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L.N. 163 of 2013 03/03/2014 (one) An auditor’s report must point out, while in the auditor’s feeling— (a) whether or not the economical statements are correctly geared up in compliance using this type of Ordinance; and (b) specifically, whether or not the money statements— (i) in the situation of yearly financial statements of the company that does not fall inside the reporting exemption for your monetary year, give a real and fair check out of your monetary placement and economic efficiency of your company as needed by portion 380; or (ii) in the situation of yearly consolidated economic statements of a company that does not fall throughout the reporting exemption with the monetary calendar year, provide a correct and fair watch on the economical position and economical efficiency with the company and all the subsidiary undertakings as needed by portion 380.
Cap 622 - Providers Ordinance 211 customers in accordance with paragraph (b). (3) The company will have to deliver the copies (or if copies are sent to users on various days, the main of Individuals copies) not in excess of 21 days right after it results in being topic on the prerequisite under subsection (one) to mail the copies. (four) Should the company sends a replica of the proposed published resolution or statement by making it accessible on an internet site, the copy isn't validly despatched for that reasons of this Subdivision unless the copy is available on the web site through the period— (a) beginning around the circulation day; and (b) ending within the day on which the resolution lapses underneath portion 558. (five) For your needs of subsection (four), a failure to help make a copy of the proposed created resolution or assertion out there on an internet site all over the time period outlined in that subsection is always to be disregarded if— (a) the duplicate is manufactured readily available on the web site for Component of that period of time; and (b) the failure is wholly attributable to situation that it would not be affordable to have predicted the company to prevent or stay clear of. (6) The company ought to make certain that the copy of your proposed written resolution sent to an eligible member is accompanied by guidance as to— (a) the way to signify arrangement into the resolution below area 556; and (b) the date by which the resolution needs to be handed if It isn't to lapse beneath part 558.
Cap 622 - Providers Ordinance 305 Section: 803 Service of procedure or discover L.N. 163 of 2013 03/03/2014 (one) Topic to subsections (three) and (four), any procedure or observe required to be served with a registered non-Hong Kong company is adequately served if— (a) it really is addressed to a licensed representative in the company whose expected information are shown in the businesses Sign-up; and (b) it's remaining at, or sent by article to, the agent’s final regarded handle. (2) Subsections (3) and (4) implement if— (a) no demanded specifics of approved Associates of the registered non-Hong Kong company are revealed in the businesses Sign up; or (b) every single on the list of company’s authorized representatives refuses to accept service on behalf in the company or the method or discover cannot be served on any of them. (3) Any course of action or notice necessary to be served around the registered non-Hong Kong company is sufficiently served if it is still left at, or despatched by submit to, anyplace of business enterprise proven via the company in Hong Kong. (four) In the situation of the registered non-Hong Kong company that now not has a place of enterprise in Hong Kong, any company formation usa course of action or discover necessary to be served to the company is adequately served— (a) if— (i) it is distributed by registered submit towards the company’s registered Place of work (or the equal) while in the company’s spot of incorporation on the address as demonstrated in the Companies Sign up; and (ii) a duplicate of it is shipped by registered submit to your company’s principal location of company (if any) inside the company’s place of incorporation within the deal with as revealed in the Companies Sign up; or (b) wherever no this sort of addresses are revealed in the Companies Sign up, whether it is still left at, or despatched by article to, any place in Hong Kong at which the company has had a place of small business within the previous 12 months. (5) Any process or detect required to be served over a non-Hong Kong company (besides a registered non-Hong Kong company) is sufficiently served— (a) in the case of a company which includes proven a spot of enterprise in Hong Kong, whether it is remaining at, or despatched by article to, the spot of organization; or (b) in the case of a company which has established, but not has, a spot of organization in Hong Kong— (i) if— (A) it is shipped by registered post on the company’s registered Workplace (or perhaps the equal) while in the company’s spot of incorporation; and (B) a duplicate of it is distributed by registered article to your company’s principal location of enterprise (if any) inside the company’s spot of incorporation; or (ii) in which the handle of such registered office, or principal position of organization, cannot be ascertained though the company has had a location of organization in Hong Kong inside the previous 12 months, if it is remaining at, or despatched by put up to, the location of company in Hong Kong.
(2) The Courtroom may alleviate the specified individual, possibly wholly or partly, through the liability on any terms which the Court thinks in shape. (three) If the case is attempted by a judge that has a jury, the judge might— (a) withdraw the case in entire or in part through the jury; and (b) immediate judgment to become entered for the specified person about the terms regarding costs or or else which the choose thinks in good shape.
Cap 622 - Firms Ordinance 379 (b) proceed to use, by advantage of part 91 with the predecessor Ordinance as so in force, in relation to your ask for received by a non-Hong Kong company registered beneath Aspect XI on the predecessor Ordinance right before that commencement date* for inspecting a register of expenses or copies of instruments developing a demand. Section 9
Our company secretaries make sure your statutory registers are saved current, and that means you keep on being compliant as your company evolves.